Introduction
After this introduction you’ll find the legal terms and conditions that govern the usage of the ESG Book platform.
The ESG Book platform is designed to be a public information resource on the sustainability performance of companies. The ESG Book platform is governed by the following guiding principles:
– A logic of a public good. We believe that sustainability data is a key driver of sustainable change. We also believe that sustainable change works best if sustainability data is not kept a secret, but made accessible to the largest public possible. We therefore pledge to make and keep the ESG Book platform accessible to the general public free of charge. Since ESG Book is a for-profit organisation, certain advanced features will be accessible only against remuneration.
– Control of the use of data. We do not force entities to disclose information they do not want to disclose. While we encourage the publication of sustainability data to foster an ever-growing, open and honest debate on sustainability in the public space, we honour any entity’s choice to make its data available on the ESG Book platform either to the general public or to a selected group of recipients only.
– Transparency. We will always be transparent on the use we make of any disclosed data prior to any disclosure by an entity, so that the entity can make an informed choice whether it wants to disclose its data. Any changes to the terms and conditions below will be communicated in advance, and where the change consists in giving us more possibilities to use the data, entities will have the opportunity to leave the ESG Book platform.
– A right to be forgotten. We honour any entity’s choice to stop being part of the ESG Book online platform and will remove the data it disclosed from the ESG Book platform.
If you want to get a better understanding of how the ESG Book platform operates, you should take the time to read the below terms and conditions carefully. A complete list of all the definitions used in the below terms and conditions can be found in Part 3 at the very end. Defined Terms are capitalises throughout the terms and conditions.
Part 1 below contains the rest of the terms and conditions that apply to every user of the ESG Book platform.
Part 2 below contains additional terms and conditions for corporate users and other specific users that only apply if you act on behalf of an entity that is eligible and has been accepted by ESG Book to have full access to the ESG Book platform.
Part 1 – General Terms and Conditions
1 Who We Are
We are ESG Book, registered under UK Company No. FC035689, with registered address at Fifth Floor, Jamestown Wharf, 32 Jamestown Road, London, NW1 7BY, United Kingdom, the UK branch of ESG Book GmbH (formerly known as “Arabesque S-Ray GmbH”), a German limited liability company with registered head office at Junghofstraße 16, 60311 Frankfurt am Main, Germany, under commercial register no. HRB 113087, and we operate the Platform (“ESG Book”).
2 The Platform; General Access; Agreement
2.1 The Platform can be accessed by Users, Contributors, and Framework Operators.
2.2 All access to the Platform by any Users is governed at least by Parts 1 and 3 of these Platform Terms and Conditions.
2.3 All access to the Platform by Contributors and Framework Operators is additionally governed by Parts 2 of these Platform Terms and Conditions.
2.4 Subject to your completion of the onboarding process, including ESG Book accepting you as a User, and your acceptance of the Platform Terms and Conditions and you are entering into the Agreement with ESG Book. Submission of information to ESG Book in the onboarding process merely constitutes an offer to contract, which ESG Book may or may not accept, as it deems fit, by giving notice of acceptance or granting access to the Platform. ESG Book is not under an obligation to accept any offers submitted.
2.5 Unless you are a Contributor or Framework Operator, you will have access only to limited functionalities of the Platform and only to Public Data.
2.6 You need to become a Contributor or Framework Operator to upload any Data or perform any change to your profile as a Contributor or Framework Operator.
2.7 If you wish to become a Contributor or Framework Operator or access a wider set of the Platform functionalities, you must follow the relevant onboarding procedure and the general procedure set out in Part 2 of these Platform Terms and Conditions.
3 General Onboarding Procedure
3.1 Access to, and use of, the Platform requires any User to complete an onboarding process. ESG Book reserves the right to change the onboarding process at any time at its discretion, including by the introduction of additional measures aimed at verifying the identity of any User. ESG Book is under no obligation to perform identity verification for simple Users.
3.2 Onboarding requires that you provide ESG Book with your name, e-mail address and – if you are a Framework Operator or a Contributor – additional information necessary to verify your belonging to the entity you claim to represent.
3.3 ESG Book is under no obligation to give any individual or legal entity access to the Platform.
4 The Service
4.1 Prepopulated Database. the Platform is prepopulated with profiles of, and sustainability data and scores for, thousands of companies based on publicly available data. The prepopulated sustainability scores are each calculated by ESG Book and the underlying data has been compiled by ESG Book. Some historical ESG data and some non-ESG data such as identifiers may have been sourced from third parties. ESG Book reserves the right to add and/or amend these prepopulated company profiles and sustainability scores over time.
4.2 Control of Company Profiles. Companies may request control of their company profile on the Platform, which shall be granted by ESG Book subject to the verification process in force from time to time by which ESG Book ascertains that Designated Users are authorised to act on behalf the Contributor or Framework Operator they claim to represent. Control of a company profile consists of the ability for Designated Users to add content to the profile as a Contributor. Companies taking control of their respective company profile will be able to add an imprint onto the company profile. ESG Book reserves the right to revoke a company’s control of its company profile on ESG Book (i) if the company, as represented by its Designated Users, has remained inactive, that is, not made any disclosure of new data for more than a year, or (ii) at any time if the company, as represented by its Designated Users, has repeatedly misused its profile to provide misleading data or other information on its ESG performance and has been informed by ESG Book that the information provided is likely misleading.
4.3 Disclosures against Questionnaires. Disclosure of Data is only possible against Frameworks or other questionnaires. These may include:
4.3.1 questionnaires developed and controlled by ESG Book;
4.3.2 questionnaires developed by third parties and controlled by ESG Book without the third parties’ involvement; or
4.3.3 Frameworks.
All such questionnaires and Frameworks are organized under a relevant profile. Each Framework Operator has its own Framework Operator profile to which its Frameworks will automatically be allocated. Each profile will indicate whether it is controlled by ESG Book or a Framework Operator. ESG Book or the relevant Framework Operator may exclude certain companies or Contributors from disclosing Data by ESG Book or the relevant Framework Operator.
4.4 Public Data and Restricted Data. When disclosing Data, a Contributor may choose whether the disclosed Data shall be Public Data or Restricted Data.
4.5 Data Quality. ESG Book reserves the right to use automated or other monitoring tools to assess whether Data being uploaded or the circumstances of the upload reveal anomalies that suggest the Data contains mistakes or is being uploaded in bad faith.
4.6 Evidence. the Platform is equipped with a functionality for Contributors to supplement their Data with Evidence. ESG Book does not perform any check whether such Evidence provided by a Contributor amounts, in fact, to evidence for the Data disclosed. The Evidence provided to supplement Public Data will be available to the public. The Evidence provided to supplement Restricted Data will only be available to the same selected group of Users that have access to the Restricted Data. ESG Book reserves the right not to make available certain Evidence on the Platform if it becomes aware that the Evidence is unlawful or in violation of these Platform Terms and Conditions. ESG Book reserves the right to enable or disable the Evidence Functionality at its sole discretion. ESG Book reserves the right to add documentation to the data it prepopulates the Platform with. This data becomes Evidence only when it has been verified by a Contributor or Framework Operator, as the case may be.
5 Use of the Platform
5.1 License to Use. ESG Book hereby grants you a non-exclusive, revocable, non-transferable and non-sublicensable personal license to access and use the Platform for your own purposes during the Term in accordance with the provisions of this Agreement.
5.2 You may use the Platform, Data, Evidence and other contents contained in the Platform subject to the limitations set out in Clause 5.3 (Prohibited Use).
5.3 Prohibited Use. You agree not to and shall not:
5.3.1 use untruthful or unauthorized account information, e.g., by way of creating a false profile, a profile for a corporate entity without authorization, or a profile for another User by way of misrepresenting an identity, using a false identity, or any other harmful action;
5.3.2 disclose your login credentials for the Platform to any other person;
5.3.3 violate the security of the Platform or attempt to gain unauthorized access to the Platform or computer systems or networks connected to any server associated with the Platform, through hacking, password timing or any other means;
5.3.4 make available all or any portion of the Platform or any content included therein to any other person or entity unless such making available is required by applicable law. The preceding sentence shall not apply to making available:
(i) Data of a Contributor or Framework Operator by that same Contributor or Framework Operator; or
(ii) Public Data.
5.3.5 distribute or redistribute the Platform or parts thereof (except for a Contributor or Framework Operator’s own disclosed or verified Data or Evidence or Framework, as the case may be), whether for free or against remuneration, where the terms “distribute” or “redistribute” refer to any activity that consists:
(i) of repackaging the Platform or parts thereof and offering it to third parties under another appearance; or
(ii) rerouting or channelling access to the Platform through another platform or portal so that Users are prevented from accessing the Platform directly under its original URL;
5.3.6 modify or change all or any part of the Platform, the Data or any other content on the Platform, save for a modification or change by a Contributor or Framework Operator of:
(i) its own Data, Evidence or other content; or
(ii) Public Data relating to that Contributor or Framework Operator posted on the Platform by ESG Book;
5.3.7 use any of the Platform for any illegal or unlawful purpose in any jurisdiction or in a manner which is competitive with, or which would create a functional substitute for, the Platform;
5.3.8 remove, suppress or modify in any way the proprietary markings, including any trade mark or copyright notice, used in relation to the Platform or the content included therein;
5.3.9 transmit or make available through the Platform any content, data or information that is unlawful in any jurisdiction, harmful, threatening or malicious, e.g., by posting harmful codes such as software viruses, spam or by carrying out denial of service attacks;
5.3.10 transmit, or procure the sending of, any advertising or promotional material, including any ‘junk mail’, ‘chain letter’ or ‘spam’ or any other similar solicitation;
5.3.11 refer to the Platform in a way which implies:
(i) that the Platform forms part of the services or products offered by you to your customers, or
(ii) that ESG Book is responsible for the accuracy or quality of any services or any other information or data that you provide to your customers;
5.3.12 use any manual process to systematically monitor or systematically copy any of the material on the Website or the Platform or for any other unauthorized purpose without ESG Book’s prior written consent;
5.3.13 infringe, violate, breach or otherwise contravene any rights in any jurisdiction of ESG Book or any third party (including, but not limited to Users, Contributors, and Framework Operators) in connection with the access or use of the Platform, including any copyright, database right, trade mark, trade secret, patent, right of confidence or any other proprietary or intellectual property right or privacy right; e.g. by screen scraping or by way of deriving the source code of the Platform or any related technology (except where such code or technology is subject to an open source license), or by modifying the Platform or its appearance or circumvent any use limits or access controls of the Platform;
5.3.14 copy, reproduce, recompile, decompile, disassemble, reverse engineer, publish, display, perform, modify, create derivative works from, transmit, or in any way exploit any part of the Platform other than in accordance with the terms and conditions of this Agreement;
5.3.15 violate the security of the Platform or attempt to gain unauthorized access to the Platform, content, computer systems or networks connected to any server associated with the Platform, through hacking, password timing or any other means;
5.3.16 disclose any information in breach of applicable competition law, data protection or privacy law or any other applicable law through the Platform;
5.3.17 use or attempt to use any ‘scraper’, ‘robot’, ‘“bot’,’ ‘spider’, ‘data mining’, ‘computer code’, or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Platform, any data or content found on or accessed through the Platform; or
5.3.18 attack the Website or the Platform via a denial-of-service attack or a distributed denial-of-service attack.
6 Availability of the Platform and its Functionalities
6.1 ESG Book does not promise permanent availability, quality, functionality or operability of the Platform and offers the Platform only if and to the extent that the Platform is available and operational and with the then available quality and functionality.
6.2 Any information about the availability, quality, functionality or operability of the Platform provided by ESG Book on the Website or elsewhere does not constitute part of these Platform Terms and Conditions.
6.3 ESG Book does not promise to store, publish, provide or display Data or any other content as part of the Platform and reserves the right to remove such Data or any other content at any time without prior notice. ESG Book only has to provide and store information provided by Contributors to the extent required by applicable law.
7 Acknowledgements
You acknowledge and agree that:
7.1 The uploading of Data by Contributors or Framework Operators and the choice whether such Data is made available to you as part of Public Data is entirely voluntary for Contributors and ESG Book neither controls which entity wishes to become a Contributor or Framework Operator nor which Data they decide to make Public Data.
7.2 ESG Book does not, and is not under any obligation to, assess the veracity of Data, Evidence and any other content uploaded by Contributors or Framework Operators, and such Data, Evidence and other content provided by Contributors or Framework Operators may in effect be inaccurate, wrong, untruthful, out-of-date, incomplete, misleading, illegal or otherwise harmful; THE CONTENT AND THE PLATFORM ARE PROVIDED “AS IS” AND ESG BOOK DOES NOT MAKE AND DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OR THE PLATFORM, THEIR ACCURACY, RELIABILITY, OR COMPLETENESS, THE TIMELINESS THEREOF, THE CONTINUED AVAILABILITY THEREOF, THE RESULTS TO BE OBTAINED BY THE USE THEREOF, OR ANY OTHER MATTER.
7.3 ESG Book neither is in a position nor does ESG Book commit to exclude an abuse of the Platform by third parties and shall not be liable for any such abuse;
7.4 Any use of and reliance on the Data and other content on the Platform is entirely at your own risk;
7.5 ESG Book is not, through the Platform or otherwise, confirming or giving any comfort or advice that any Contributor shall be deemed compliant with any applicable rules, regulations, laws or contractual obligations in any jurisdiction with third parties or any reporting framework;
7.6 ESG Book shall not be responsible for any Contributor’s decision or actions to disclose or not to disclose Data on the Platform;
7.7 ESG Book shall not be responsible for any Contributor’s choice of Evidence, quality of Evidence or lack of Evidence;
7.8 ESG Book shall be entitled to track and create anonymized, aggregated, or derivative data from your use of the Platform, which ESG Book shall own and may freely license to third parties without your consent being required;
7.9 the Platform is not a solicitation or an offer to buy any financial security or financial instrument or to participate in any financial trading;
7.10 the Platform is provided for information only and does not constitute, and should not be construed as:
7.10.1 investment advice, nor a recommendation to buy, sell or otherwise transact in any investment (including investment funds managed by an Affiliate or shareholder of ESG Book);
7.10.2 legal advice, including where ESG Book has developed and operates questionnaires and scores based on regulatory provisions by a legislator.
7.11 ESG Book is not responsible and does not accept any liability for the content of website links which are disclosed by Contributors or Framework Operators as part of Data, Frameworks, Evidence, or any other content on the Platform;
7.12 the Platform is subject to modification by ESG Book to the extent ESG Book determines in its sole discretion;
7.13 ESG Book is under no obligation towards Users to change or adjust the Platform, unless such change is required by law, court order or other binding order; and
7.14 without limiting the foregoing, ESG Book reserves the right to modify the permitted and prohibited uses of the Platform.
8 Liability
8.1 Accessing and using the Platform (including viewing Data and any other content on the Platform) is at your own risk and ESG Book excludes all liability which might arise from:
8.1.1 your inability to use or access the Platform (or any parts of the Website);
8.1.2 any Data or other third-party content that is inaccurate or incomplete;
8.1.3 your use of or reliance on Data or other third-party content;
8.1.4 any bug or third party virus which limits the availability of the Platform or is transmitted to you during your use of the Platform; and
8.1.5 any third-party website linked to from the Platform.
8.2 ESG Book is not liable to you, whether in contract, under any statute, for misrepresentation or otherwise (including in each case negligence) in connection with these Platform Terms and Conditions or your use of the Platform for any loss of any kind, resulting from your use of or inability to use the Platform, or from you relying on the accuracy or completeness of the content, even if ESG Book had been advised of or was aware of the possibility of such losses or damages being incurred.
8.3 Nothing in these Platform Terms and Conditions excludes or limits ESG Book’s liability for fraud or fraudulent misrepresentation, death or personal injury or any liability that cannot be excluded or limited by law.
9 Intellectual Property
The Platform and all intellectual property rights and exclusive usage rights associated with or comprised in any of the Platform, the Data, Evidence or other content provided via the Platform (including intellectual property subsisting in any models, feed formats, software, templates, questionnaires, databases or materials forming part of the Platform), all enhancements, modifications, improvements or additional services applicable thereto and all documentation, computer programs, systems, customizations, enhancements, websites, any information about your interactions with the Website and the metadata of such interactions, are, in each case, the sole and exclusive property of ESG Book, or, as the case may be, one or several Framework Operator(s) or one or several Contributor(s). You acknowledge that, as a reasonable protection of the proprietary rights in the Platform and to avoid any breach of ESG Book’s obligations to third parties (including Contributors and Framework Operators, as applicable), any dissemination or distribution of the Platform or any data or information identical to, or derived from, the Platform by you shall (other than as permitted expressly under these Platform Terms and Conditions ) be deemed a material breach. Any logo and/or trademark and/or company name used with regards to the Platform is the respective owner’s logo and/or trademark and/or company name.
10 Data Protection
10.1 Collection, Storage, Processing and Use of Personal Data. ESG Book will handle all Personal Data in accordance with the Platform privacy notice available at app.esgbook.com/public/privacy-notice or any successor website identified by ESG Book. In connection with the Platform, ESG Book may:
10.1.1 process the Personal Data; and
10.1.2 transfer Personal Data inside of, and outside of, the European Economic Area.
10.2 Right to Require Consent of Users to Use Personal Data. ESG Book reserves the right to make the onboarding of Users or their access to or the availability of specific functionalities on the Platform depend on such Users giving their consent to ESG Book to use their Personal Data in specific ways as defined in the privacy notice referred to under clause 10.1 as it is in force from time to time and the consent declaration given by Users from time to time. ESG Book reserves the right to make such a consent declaration a permanent condition for this Agreement to exist between ESG Book and any User, so that when a User revokes his consent, ESG Book shall have the right to terminate the agreement with immediate effect.
10.3 Consent for Tracking and Contacting by ESG Book. To the extent ESG Book asks Users to consent to ESG Book creating and tracking a usage profile for each User, Users hereby acknowledge that such consent is considered by ESG Book to be essential for the proper operation and further improvement of the Platform, so that any revocation of consent entitles ESG Book to terminate this Agreement with such User with immediate effect.
11 Cookies
Cookie Use. ESG Book will collect and handle any cookies in accordance with the the Platform cookie policy available at app.esgbook.com/public/cookie-policy or any successor website identified by ESG Book.
12 Complaints
12.1 ESG Book respects the rights of any third party, including but not limited to intellectual property rights and privacy rights. ESG Book requires that any content uploaded by Contributors or Framework Operators does not violate any third-party rights including intellectual property rights and privacy rights. Third parties may file complaints regarding any infringement of their rights using the following e-mail address: [email protected].
12.2 Users may contact ESG Book at [email protected] to report any abuses, including, but not limited to abuses of login credentials.
13 Term and Termination
13.1 Term. This Agreement shall be effective from the date of acceptance of the User by ESG Book and shall continue in full force and effect until terminated by either Party in accordance with its terms. Where one Party to this Agreement is a Framework Operator, the terms of termination are subject to Clause 20.5.
13.2 Termination by Either Party. With the exception of Framework Operators, either Party may terminate this Agreement upon notice to the other Party at any time:
13.2.1 in the event of a material breach by the other Party of any of the provisions of this Agreement and (where the breach is capable of being remedied) that breach has not been remedied within thirty (30) days after its receipt of written notice thereof;
13.2.2 in the event access to and/or use of the Platform (as permitted under this Agreement) has, pursuant to the judgment of a court of competent jurisdiction or a regulatory agency, become or is unlawful; or
13.2.3 with thirty (30) days written notice.
13.3 Termination by ESG Book. ESG Book may terminate this Agreement and cancel or withdraw all or any part of the Platform at any time upon written notice:
13.3.1 where ESG Book has determined that the provision of the Platform or a part of the Platform has become unlawful:
13.3.2 where ESG Book has determined that the Platform or a part of the Platform has become subject to a claim that it infringes the rights of any third party; or
13.3.3 in the event ESG Book discontinues the Platform or any relevant part of the Platform.
13.4 Post Termination. Upon any termination or expiration of this Agreement:
13.4.1 all licenses granted by ESG Book to Users under this Agreement shall terminate automatically and immediately; and
13.4.2 all User logins under this Agreement shall immediately be disabled.
14 General
14.1 Modification of Terms. From time to time, ESG Book may add additional or new services or functionalities that you may access and use through the Platform, or ESG Book may remove services or functionalities. ESG Book may modify and/or amend these Platform Terms and Conditions from time to time at its ’own discretion. Any such modification takes effect at the time specified by ESG Book and without your prior explicit consent. ESG Book shall notify you via the Platform by a banner or pop-up available on the Website or by other means, e.g., by email. You are deemed to have accepted the modified Platform Terms and Conditions if you continue using the Platform after being notified of the modification. If you do not accept modifications, you must not continue to access or use the Platform. ESG Book reserves the right to request your approval of any modified Platform Terms and Conditions before permitting (renewed) access to the Platform.
14.2 Entire Agreement. For any User that is neither a Contributor nor a Framework Operator, this Agreement constitutes the entire agreement between the Parties with respect to its subject matter and (to the extent permissible by law) supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter. ALL TERMS, CONDITIONS AND WARRANTIES NOT STATED EXPRESSLY IN THIS AGREEMENT, AND WHICH WOULD IN THE ABSENCE OF THIS PROVISION BE IMPLIED INTO THIS AGREEMENT BY STATUTE, COMMON LAW, EQUITY, TRADE, CUSTOM OR USAGE OR OTHERWISE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. Additional agreements that complement present Platform Terms and Conditions may exist for Contributors and Framework Operators.
14.3 Assignment. You may not assign or transfer any of your rights or obligations under these Platform Terms and Conditions to another party without the prior written consent of ESG Book. ESG Book may assign or transfer any of its rights or obligations under these Platform Terms and Conditions to any third party.
14.4 Force Majeure. Neither Party will be liable for any failure to perform any obligation hereunder, or for any delay in the performance thereof, due to any industrial dispute of whatever nature, act of God, act of the public enemy or war, sabotage or terrorism, act of government, failure of a third party telecommunications or electricity provider, fire, flood, pandemic, or other casualty or other circumstances beyond the reasonable control of the Party whose performance is prevented or delayed (each a “Force Majeure Event”). The Party prevented from performance by a Force Majeure Event shall give the other Party written notice of the Force Majeure Event promptly upon discovery thereof, and shall use reasonable efforts to recommence performance of the affected obligations or provide an acceptable alternative.
14.5 Waiver. No failure to exercise nor any delay in exercising any right, power or remedy by ESG Book operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.
14.6 Survival. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement will survive, in respect of such termination or expiration and continue in full force and effect, including, but not limited to:
14.6.1 Clause 8 (Liability);
14.6.2 Clause 9 (Intellectual Property);
14.6.3 Clause 13.4 (Post Termination); and
14.6.4 Clause 14 (General);
In the event of a discrepancy between the clause numbers and titles above, the titles shall be determinative.
14.7 Severance. If any provision of these Platform Terms and Conditions shall be held to be void or declared illegal, invalid or unenforceable for any reason whatsoever by any court of competent jurisdiction, such provision shall be divisible from these Platform Terms and Conditions and shall be deemed to be deleted therefrom and the validity, legality and enforceability of the remaining provisions of these Platform Terms and Conditions shall not be affected.
14.8 Governing Law and Disputes
14.8.1 This Agreement shall be governed by the laws of England and Wales for the purposes of all legal proceedings arising out of or relating to the construction, validity and performance of this Agreement and the transactions contemplated hereby (including non-contractual disputes or claims) and without regard to any conflicts of laws principles.
14.8.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
15 Date of Platform Terms and Conditions
This present version 1.1 of the Platform Terms and Conditions replaces version 1.0 of the Platform Terms and Conditions (called “ESG Book Terms and Conditions” when introduced on 1 December, 2021) and is valid worldwide as of 26 October 2022.
Part 2 – Additional Terms and Conditions for Contributors and Framework Operators
16 Eligibility Criteria for Contributors and Framework Operators
16.1 Eligibility Criteria for Contributors. Only publicly listed companies and other companies selected by ESG Book are eligible to join the Platform as Contributors. The group of companies eligible to be Contributors may be expanded from time to time.
16.2 Eligibility Criteria for Framework Operators. To be eligible as a Framework Operator, an entity must be professionally or semi-professionally active in the field of ESG or any other sustainability-related field and:
16.2.1 have developed at least one ESG- or sustainability-related, structured questionnaire to be completed by companies: or
16.2.2 have tasked ESG Book to develop an ESG- or sustainability-related questionnaire.
16.3 Selection by ESG Book. Any acceptance of a company or entity onto the Platform as a Contributor or Framework Operator is subject to ESG Book’s discretion. No company or entity is entitled to be taken on as a Contributor or Framework Operator.
16.4 Discretionary Eligibility Criteria and Cooperation
16.4.1 Discretionary Eligibility Criteria. ESG Book may condition the eligibility of any entity to join the Platform as a Contributor or Framework Operator upon further requirements not described in this Agreement which are necessary to:
(i) comply with any applicable legislation or request by any court or judicial or administrative authority, other competent authority, or any regulatory, governmental body or agency;
(ii) ensure the proper functioning of the Platform; or
(iii) counter or avoid abuse or reasonably suspected abuse.
Such further requirements in particular may include additional identity checks and verifications.
16.4.2 Cooperation. Any entity wishing to join the Platform as a Contributor or Framework Operator agrees to provide all information and documentation required to assess whether all applicable eligibility criteria are met.
17 Onboarding Procedure for Contributors and Framework Operators; Designated Users
17.1 Additionally to the onboarding process that any User must complete, access to and use of the Platform as a Contributor or Framework Operator requires any eligible entity to complete further onboarding steps. ESG Book reserves the right to change the onboarding process at its discretion, including the introduction of further measures to verify the identity of Users and their affiliation with the Contributor or Framework Operator they claim to represent.
17.2 In case of successful onboarding of a Contributor or Framework Operator, present Agreement will be deemed to have been concluded between ESG Book an
17.2.1 the respective Contributor or Framework Operator represented by the individuals interacting with the Platform,
17.2.2 and additionally and in parallel, each Designated User acting on behalf of a Contributor or Framework Operator.
17.3 Each Contributor or Framework Operator may designate up to five (5) Designated Users. The Designated Users may upload disclosures onto the Platform on behalf of the respective Contributor or Framework Operator via the Publishing Functionality or the Sharing Functionality and get access to Restricted Data destined for the respective Contributor or Framework Operator. The Designated Users shall be the only individuals in control of the respective Contributor’s profile or Framework Operator’s profile, and they are the only ones entitled to request corrections and mandatory updates of content contained in the respective Contributor’s profile or Framework Operator’s profile.
17.4 For the purpose of this Agreement, Designated Users shall be regarded as equipped with all rights and powers necessary to legally represent the respective Contributor or Framework Operator vis-à-vis ESG Book. ESG Book will only accept that a Designated User may no longer legally represent the respective Contributor or Framework Operator where that Contributor or Framework Operator has formally requested the Designated User to be deleted from the group of Designated Users in the entity’s profile on ESG Book.
17.5 Any Contributor or Framework Operator shall procure that its Designated Users comply with all obligations of that Contributor or Framework Operator set forth in this Agreement.
18 Use of the Platform by Contributors and Framework Operators
18.1 Discretion of Contributors and Framework Operators.
18.1.1 Contributors decide freely and voluntarily which of their Data, Evidence and other content they wish to disclose and to whom.
18.1.2 Framework Operators decide freely and voluntarily which questionnaire to put on the Platform, from which Contributors they request disclosure against their Framework, and the content of their Framework Terms and Conditions subject to Clause 21.2.
18.2 Use of Restricted Data.
18.2.1 Contributors and Framework Operators understand and accept that in respect of Restricted Data shared with them by another Contributor, they are granted by the sharing Contributor a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license to access, display and use such Restricted Data for their own internal purposes only with the exception of any Prohibited Use, and that such licence is granted by virtue of all Contributors agreeing on a licence grant to other Contributors in their agreement with ESG Book under these Platform Terms and Conditions.
18.2.2 Contributors and Framework Operators undertake vis-à-vis any Contributor sharing Restricted Data with that Contributor or Framework Operator to only use such Restricted Data for the purposes permitted under these Platform Terms and Conditions and agree with ESG Book that the Contributor sharing Restricted Data with them shall have the right to directly enforce this undertaking against them as a third-party beneficiary to present Agreement.
18.3 Requests for Disclosure.
Contributors and Framework Operators may send requests to other Contributors to disclose their Data and Evidence against specific Frameworks, either as Public Data or Restricted Data. Such requests will be visible only to their recipient. The disclosure request will contain the identity of the Contributor or Framework Operator requesting the disclosure as well as the name of the Designated User responsible for the disclosure request. ESG Book relies on its thorough onboarding process to ensure Designated Users are authorised to act on behalf of their respective entity and the obligation of Contributors or Framework Operators under clause 17.4 above to keep the list of their Designated Users up to date at all times. ESG Book does not conduct additional verifications on the identity of the requestor at the time the disclosure request is made, and accepts no liability where a Contributor or Framework Operator has not removed an individual from their list of Designated Users and such individual subsequently makes a request for disclosure. By displaying the name of the Designated User making the request, however, ESG Book gives the recipient the opportunity to contact the Contributor or Framework Operator behind the request outside of the Platform to verify the request itself or for any other reason in the context of such request. ESG Book does not offer any functionality for Contributors or Framework Operators to communicate with each other directly through the Platform.
18.4 Contacting ESG Book. Contributors and Framework Operators may contact ESG Book at [email protected] to report any malfunction or request changes of the contents in their profiles they have no control of.
19 Contributor Data
19.1 Publishing or Sharing of Data. When disclosing Data, the choice between making it Public Data or Restricted Data is expressed by the Contributor through the use of the corresponding functionality embedded in the user interface of the Platform, namely the Publishing Functionality or the Sharing Functionality. ESG Book reserves the right to make the Sharing Functionality available at a later development stage of the Platform or temporarily disable the Sharing Functionality. It is the Contributor’s responsibility to ensure Data is not accidentally made Public Data by using the wrong functionality regardless of whether the Sharing Functionality is available.
19.2 Derivative Works: Under certain circumstances, ESG Book may obtain from a Contributor a licence to create Derivative Works based on Data.
19.3 Contributor License to ESG Book for Public Data of the Contributor. Contributor hereby grants ESG Book a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license to access, display, distribute, use, create Derivative Works of, copy, modify, publish and maintain for its own purposes and for purposes of providing the Platform all Public Data disclosed by Contributor and any Evidence associated to it.
19.4 Contributor License to ESG Book for Restricted Data of the Contributor. Contributor hereby grants ESG Book a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license to access all Restricted Data disclosed by Contributor and any Evidence associated with it to:
19.4.1 make that Restricted Data available on the Platform to the recipients designated by the Contributor when using the Sharing Functionality, and
19.4.2 to create, copy, modify, publish and maintain Derivative Works of such Restricted Data for its own purposes and for the purpose of the Platform.
19.5 Contributor License to Users for Data and Evidence of the Contributor. Contributor hereby grants a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license:
19.5.1 to all current and future Users to access, display and use Public Data of the Contributor and any potential Evidence associated with it, and
19.5.2 to every Contributor and Framework Operator that was selected as a designated recipient when using the Sharing Functionality to access, display and use that Restricted Data and any potential Evidence associated to it,
in each case for its own internal purposes in accordance with Clause 5.3.
19.6 Representations and Covenants. Contributor represents and covenants that:
19.6.1 all its Data, Evidence and other content provided to the Platform is accurate, complete, up-to-date and not misleading;
19.6.2 Contributor and/or its Designated Users are authorized to submit such Data, Evidence or other content to the Platform on behalf of the Contributor; and
19.6.3 Contributor has obtained or, prior to submitting its Data to the Platform, will obtain, and will maintain, all necessary consents and approvals that are required in order to submit such Data and grant the licenses set out in Clauses 19.3 through 19.5, including but not limited to licenses and other permissions regarding intellectual property rights, privacy rights and personality rights.
19.7 Abuse. Unless a Contributor has reported an abuse of its login credentials in accordance with the procedures set forth in Clause 12.2, all Data uploaded to the Platform using the Contributor’s login credentials shall be deemed Data uploaded by the Contributor.
20 Frameworks and Framework Operators
20.1 Separate Framework Agreement. For any Framework to be implemented on the Platform, the Framework Operator will need to enter into a separate Framework Agreement with ESG Book. Any Framework Agreement will also be subject to these Platform Terms and Conditions as amended by ESG Book from time to time. A template for a Framework Agreement is available from ESG Book upon request.
20.2 Framework Terms and Conditions. Framework Operators may choose to make disclosures against their Framework(s) subject to additional terms and conditions in the form of Framework Terms and Conditions that ESG Book will enforce on any Contributors wishing to disclose against those Framework(s), if such a possibility was agreed upon in the Framework Agreement. Such Framework Terms and Conditions of any Framework Operator are subject to ESG Book’s approval. Such Framework Terms and Conditions may be used only to provide for the following:
20.2.1 rule out any use of the Sharing Functionality when disclosing against the Framework;
20.2.2 force any Contributor to always select the Framework Operator as one of the designated recipients when using the Sharing Functionality;
20.2.3 rules for the mandatory provision of Evidence when disclosing against the Framework, and rules regarding the quality of Evidence;
20.2.4 make any Contributor grant licenses that go beyond the licenses contained in Clause 19.5.
The Contributor acknowledges, understands and agrees that disclosure against a specific Framework may be subject to such Framework Terms and Conditions.
20.3 Framework Operator License to ESG Book. Each Framework Operator hereby grants ESG Book a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual, sublicensable license to access, display, distribute the Framework of the Framework Operator via the Platform for the purposes of providing the Platform.
20.4 Framework Operator Acknowledgement. Each Framework Operator acknowledges that all Contributors disclosing Data against its Framework have granted ESG Book a direct license to use that Data according to these Platform Terms and Conditions, so that ESG Book does not need a license from the Framework Operator to use the Data disclosed against its Framework.
20.5 Termination Between Framework Operator and ESG Book. Where one Party to this Agreement is a Framework Operator, either Party may terminate this Agreement according to the conditions set out in the respective Framework Agreement. In the event of termination of the Framework Agreement, this Agreement will be coterminous with the Framework Agreement, and vice versa.
20.6 Hierarchy of Terms. For the relationship between ESG Book and Contributors as well as ESG Book and Framework Operators, any disclosure of Data against a Framework will be governed – in this order – by
20.6.1 these Platform Terms and Conditions ;
20.6.2 the applicable Framework Agreement; and
20.6.3 the Framework Terms and Conditions, if they exist,
with the exception of conflict between the respective Framework Agreement and the Platform Terms and Conditions on the subject matter of to the Data to be disclosed against the respective Framework and the license rights granted by the disclosing Contributor. In so far, the applicable Framework Agreement shall take precedent over the Platform Terms and Conditions.
21 Additional Acknowledgements.
Additionally to the acknowledgements in Part 1, each Contributor and each Framework Operator acknowledges and agrees to the following:
21.1 The uploading of Data and the choice whether and to what extent such Data is made available through the Sharing Functionality is entirely discretionary for each Contributor;
21.2 Delisting of Content. Each Contributor has the right to:
21.2.1 relinquish control of its profile to ESG Book; and
21.2.2 request from ESG Book that its Public Data or its Restricted Data disclosed through the Platform is no longer made available to third parties on the Platform.
21.3 Record Keeping. Where any Contributor has made use of the possibilities granted under Clause 21.2, in each case:
21.3.1 ESG Book is entitled to keep a historic record of the Data disclosed by that Contributor for auditing and/or traceability purposes;
21.3.2 ESG Book is entitled to continue using the Restricted Data of that Contributor and/or Derivative Works based on that Restricted Data in products or services which have already incorporated such Restricted Data and/or Derivative Works deriving from that Restricted Data;
21.3.3 Any rights of third parties and ESG Book to use Public Data of that Contributor shall remain unaffected.
21.4 ESG Book shall be entitled, without further enquiry, to execute or otherwise act upon and rely on any actual or purported instructions, permissions or information provided to ESG Book by a Contributor or by a Contributor’s Designated Users through the Platform;
21.5 ESG Book shall have the right to display on the Platform the Contributor’s name, general company information, all stemming from public sources, and identification as a Contributor on the Platform;
21.6 Under this Agreement, Contributors are responsible for the actions of their respective Designated Users;
21.7 Contributor will take appropriate measures according to the state of the art in the form of antivirus software protection to prevent the Platform or ESG Book’s systems from being infected with any virus, worm or disabling devices;
21.8 Once disclosed on the Platform as Public Data, the relevant content can be viewed and used by all Users, and ESG Book is neither in a position to monitor, control or effectively restrict the use of such content by other Users nor is ESG Book under an obligation to do so.
22 Confidentiality
22.1 Confidential Information. Except as otherwise set forth in this Agreement, each Recipient shall keep all Confidential Information of any Discloser secret and confidential and shall use such Confidential Information only in accordance with the terms of this Agreement, and shall not (without the prior written consent of the Discloser) disclose any part of that Confidential Information to any person other than its or its respective Representatives; except that
22.1.1 a Recipient or its Representatives may disclose the Confidential Information of the Discloser to the extent required under any applicable legislation or requested by any court or judicial or administrative authority, other competent authority, or any regulatory, governmental body or agency (provided however, that, if practical, prior to making any such disclosure, the Recipient shall notify the Discloser of such requirement or request, and allow the Discloser the reasonable opportunity to exhaust all reasonable legal and equitable channels for maintaining such information in confidence); and
22.1.2 ESG Book may disclose the Data through the Platform upon disclosure by the Discloser.
22.2 Exclusions. Clause 22.1 shall not apply to:
22.2.1 any Confidential Information
(i) included in Public Data; or
(ii) shown by the written record to be in or which passes into the public domain, other than directly or indirectly as a result of or in connection with any act or default of the Recipient or any of its Representatives in breach of this Agreement;
22.2.2 any Confidential Information which the Recipient can demonstrate was lawfully in its possession prior to disclosure of
such Confidential Information by the Discloser; and
22.2.3 information that was independently developed by the Recipient without use of, or reference to, the Confidential Information of the Discloser.
23 Additional Data Protection Provisions for Part 2
23.1 Personal Data Included in Data or Other Content. In the event a Contributor or Framework Operator includes Personal Data in its Data, Evidence, profile or other content on the Platform, that Contributor or Framework Operator represents and warrants to have sufficient legal basis under all applicable laws, including where necessary consent declarations by the concerned individuals, for the Processing of the concerned individuals Personal Data as contemplated by this Agreement. For such Personal Data the disclosing Contributor or Framework Operator shall qualify as controller.
23.2 Personal Data Obtained in Onboarding of Contributor or Framework Operator
23.2.1 Principle. If and to the extent that ESG Book collects Personal Data in the onboarding of a Contributor, a Framework Operator or their respective Designated Users, ESG Book shall qualify as controller.
23.2.2 Processing. ESG Book will handle all Personal Data within the meaning of Clause 23.2.1 in accordance with ESG Book’s online privacy policy available at https://www.esgbook.com/privacy-policy/ (or any successor website identified by ESG Book). In connection with the Platform, ESG Book may
(i) Process the Personal Data; and
(ii) transfer Personal Data inside of, and outside of, the European Economic Area.
23.3 Further Documentation. Where required in order to comply with applicable laws regarding the protection of Personal Data, the Parties will use reasonable endeavours to enter into corresponding further agreements and documentation.
24 Security and Login
24.1 Login. Each Contributor and Framework Operator agrees that the Logins provided to each to access the Platform are personal to and for use only by that Contributor or Framework Operator and their respective Designated Users, and each Contributor and each Framework Operator shall ensure they and their respective Designated Users keep all such Logins confidential. Each Contributor and each Framework Operator agrees not to make accessible and not to transfer any part of the Platform to any third party other than Designated Users. Each Contributor and each Framework Operator is responsible and liable for all activities conducted through the Logins, unless they report a misuse or misappropriation of the Logins in accordance with the procedures set forth in Clause 19.7 and have undertaken all available steps to reclaim the Logins.
24.2 Security. Each Contributor and Framework Operator shall ensure that it has implemented security systems and procedures to prevent the unauthorized access to, or misuse or disruption of the Platform or ESG Book’s systems. Each Contributor and Framework Operator shall immediately e-mail ESG Book if it becomes aware of any unauthorized access to, or misuse or disruption of, the Platform or ESG Book’s systems or reasons justifying the suspicion of access, misuse or disruption, setting forth in reasonable detail the nature of the security breach and the measures taken by that Contributor or Framework Operator to cure such breach.
25 Suspension and Modification
25.1 Suspension. If ESG Book suspects unauthorized use of any Login or any other use of the Platform that is Prohibited Use, ESG Book may immediately cancel or suspend one or more Logins or assign replacement Logins to the Contributor or Framework Operator concerned, and that Contributor or Framework Operator shall comply with any request by ESG Book for that Contributor or Framework Operator to cancel or suspend the Login or the applicable Designated User’s access to the Platform, in each case, without liability to the Contributor or Framework Operator. In addition, ESG Book is entitled to suspend without liability to the Contributor or Framework Operator or anyone else the Platform or any part thereof if in its reasonable opinion:
25.1.1 the Contributor or Framework Operator is in breach of the terms of this Agreement;
25.1.2 the Contributor or Framework Operator fails to cooperate with any reasonable investigation of a breach of this Agreement;
25.1.3 it is necessary to do so in order to comply with any applicable law, regulation or decision of any applicable regulatory body; or
25.1.4 the suspension is necessary in order to minimize threats to, and to protect the operational stability and security of, the Platform and ESG Book’s systems.
25.2 Modification. the Platform is subject to modification by ESG Book to the extent ESG Book determines in its sole discretion. Unless imposed by law, court order or administrative order, ESG Book is not obliged to change or adjust the Platform. Without limiting the foregoing, ESG Book reserves the right to modify the permitted and prohibited uses of the Platform.
26 Fees and Charges
26.1 Fees. There are no fees payable by Contributors or Framework Operators upon acceptance of this Agreement.
26.2 Fee Changes. ESG Book reserves the right to introduce and/or amend fees for the Platform for Contributors and Framework Operators, subject to ESG Book providing each Contributor or Framework Operator with no less than thirty (30) days’ prior notice (by e-mail or via the Platform) to the extent allowed under applicable law. If a Contributor or Framework Operator does not accept such fees, it may provide written notice of termination to ESG Book at any time prior to the Relevant Date and such termination will take effect on the Relevant Date. If the Contributor or Framework Operator fails to pay any fees when due, such failure will entitle ESG Book to suspend or terminate the paid service and all other rights and remedies of ESG Book shall remain unaffected.
26.3 Taxes. In addition to any due fees, each Contributor or Framework Operator shall pay to ESG Book or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added, withholding or similar taxes payable (including any penalties, interest or similar charges in lieu of failure to timely pay) under this Agreement.
26.4 Premium Services. ESG Book reserves the right to Premium Services to Contributors and Framework Operator upon their request against remuneration to be agreed upon separately between ESG Book and the relevant Contributor or Framework Operator.
27 Warranties, Responsibilities and Omnibus Release
27.1 Representations and Warranties by Contributors and Framework Operators. Each Contributor and Framework Operator hereby represents and warrants to the other Parties that:
27.1.1 it has the full right, power and authority to execute, deliver and perform this Agreement in accordance with its terms;
27.1.2 this Agreement has been duly entered into by or on behalf of such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and
27.1.3 with the exception of any consent required under the data privacy notice, no further consent, approval, authorization or order of any person or entity is required for the conclusion or performance of this Agreement by such Party, and neither the conclusion nor the performance of this Agreement by such Party will:
(i) conflict with, or result in a breach of, or constitute a default under, or result in a violation of, any organizational document of such Party or any agreement or instrument to which such Party is subject or by which it is bound, or
(ii) result in the violation of any applicable law, rule or regulation to which such Party is subject.
27.2 Responsibility for Third Party Content and Activities. ESG Book does not review content disclosed by Contributors for accuracy, completeness, reliability, usability, legality or timeliness. Content that is disclosed via the Platform might be harmful, or the Platform might be misused by third parties. Each Contributor or Framework Operator agrees that ESG Book is not responsible for any content or misuse by third parties and that each Contributor or Framework Operator itself is therefore generally obliged to professionally check or to have professionally checked the accuracy, completeness, reliability, usability, legality or timeliness and suitability of all content for its intended use.
27.3 Disclaimer of Warranties. EACH CONTRIBUTOR AND FRAMEWORK OPERATOR AGREES THAT THE PLATFORM AND/OR ANY INFORMATION OR DATA FORMING PART OF THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT, ESG BOOK INCLUDING ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, CONDITION, UNDERTAKING OR TERM, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE PLATFORM (INCLUDING WITH RESPECT TO MAINTENANCE AND SUPPORT) OR ANY OF THE DATA OR INFORMATION INCLUDED THEREIN OR MADE AVAILABLE TO THE CONTRIBUTOR OR FRAMEWORK OPERATOR UNDER THIS AGREEMENT, INCLUDING OF MERCHANTABILITY OR THAT ANY PART OF THE PLATFORM IS FIT FOR ANY PARTICULAR PURPOSE.
27.4 Omnibus release. Each Contributor and Framework Operator accepts that ESG Book and any other Contributors or Framework Operators do not have any responsibility or liability to that Contributor or Framework Operator, whether in contract, tort (including negligence) or otherwise, and that ESG Book and the other Contributors and Framework Operators are hereby released in all respects in respect of any loss, damage or expense of any nature which is caused by that Contributor’s or Framework Operator’s use of, reference to or reliance on the Platform or any content that is disclosed therein. Clause 28.2 shall apply accordingly.
28 Additional Liability Provisions for Part 2
28.1 Additional Limitations of Liability. ADDITIONALLY TO THE TERMS OF CLAUSE 8, THE FOLLOWING APPLIES VIS-À-VIS CONTRIBUTORS AND FRAMEWORK OPERATORS:
28.1.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF THE LEGAL BASIS OF A CLAIM, IN NO EVENT WILL ESG BOOK INCLUDING ITS AFFILIATES BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR RELATING TO ANY USE OF THE PLATFORM, E.G., ANY LOSS OF PROFITS, LOSSES DUE TO DECISIONS MADE ON THE BASIS OF OR DUE TO ANY OTHER RELIANCE ON THE INFORMATION AND DATA PROVIDED, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, DATA LOSS, UNAUTHORIZED INTERCEPTION OF INFORMATION, OR OTHER SECURITY THREATS RELATING TO THE PLATFORM, EVEN IF ESG BOOK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
28.1.2 TO THE EXTENT THAT ESG BOOK’S LIABILITY CANNOT BE EXCLUDED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF THE LEGAL BASIS OF A CLAIM, IN NO EVENT WILL ESG BOOK INCLUDING ITS AFFILIATES BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY AMOUNT THAT EXCEEDS
(i) THE TOTAL AGGREGATE FEES PAID OR PAYABLE TO ESG BOOK BY THE RELEVANT CONTRIBUTOR OR FRAMEWORK OPERATOR DURING THE TERM OF THIS AGREEMENT, IF ANY, OR
(ii) AN AMOUNT OF USD 1,000, IF HIGHER.
28.2 Gross negligence and intentional misconduct. These limitations of liability do not apply to liability for injury to life, body or health, for gross negligence or intentional misconduct or fraud.
29 Indemnification
Each Contributor and Framework Operator hereby agrees to indemnify and hold harmless:
29.1 the ESG Book Indemnitees from and against any and all Loss arising as a result of any Claim;
29.2 the ESG Book Indemnitees from and against any Loss arising as a result of any Claim brought by a third party against any ESG Book Indemnitee that the Data or Evidence disclosed by that Contributor or Framework Operator infringes any patent, trade secret, copyright or other proprietary rights and privacy rights of such third party; and
29.3 the Contributor or Framework Operator Indemnitees from and against any Loss arising as a result of any Claim brought by a third party against any Contributor Indemnitee that the Data or Evidence disclosed by that Contributor or Framework Operator infringes any patent, trade secret, copyright or other proprietary rights and privacy rights of such third party.
30 Additional Termination Provisions for Part 2
30.1 Termination for Insolvency. Where one Party to this Agreement is a Contributor or a Framework Operator, either Party may terminate this Agreement or cancel or withdraw all or any part of the Platform upon written notice to the other Party at any time if the other Party becomes insolvent or bankruptcy proceedings are commenced by or against such other Party;
30.2 Additional Post Termination Provisions for Part 2. Upon any termination or expiration of this Agreement:
30.2.1 the Contributor or Framework Operator who was Party to this Agreement shall immediately cease using the Platform; and
30.2.2 all licenses granted by that Contributor or Framework Operator:
(i) perpetually and irrevocably to ESG Book; and
(ii) in respect of Data and Evidence to other Contributors or Framework Operators to access, display, distribute, use, create derivative works, copy, and maintain that Data or Evidence,
remain valid.
31 Additional General Terms for Part 2
31.1 Notices. Where one Party to this Agreement is a Contributor or Framework Operator, any Notice shall be in writing and may be delivered by reputable courier service or registered or certified mail, return receipt requested, addressed as set forth on the Platform; provided, however, that ESG Book may deliver Notices to Distributors and Framework Operators:
31.1.1 in writing by e-mail to the e-mail address set forth for the respective Distributor or Framework Operator on the Platform; or
31.1.2 through the Platform.
Notices properly given in accordance with this Clause 30.2 shall be deemed received on the second business day after being sent (or, if sent by e-mail or through the Platform, on the first business day after being sent).
31.2 Survival of Additional Clauses. Where a Party to this Agreement is a Contributor or a Framework Operator, the following provisions will also survive any termination or expiration of this Agreement additionally to Clause 14.6:
31.2.1 Clause 19.3 (Contributor License to ESG Book for Public Data of the Contributor);
31.2.2 Clause 19.4 (Contributor License to ESG Book for Restricted Data of the Contributor);
31.2.3 Clause 19.5 (Contributor License to Users for Data and Evidence of the Contributor);
31.2.4 Clause 20.3 (Framework Operator License to ESG Book);
31.2.5 Clause 20.5 (Termination Between Framework Operator and ESG Book);
31.2.6 Clause 21.3 (Record Keeping);
31.2.7 Clause 22 (Confidentiality);
31.2.8 Clause 26 (Fees and Charges);
31.2.9 Clause 27 (Warranties, Responsibilities and Omnibus Release);
31.2.10 Clause 28, (Additional Liability Provisions for Part 2);
31.2.11 Clause 29 (Indemnification);
31.2.12 Clause 30.2 (Additional Post Termination Provisions for Part 2); and
31.2.13 Clause 31 (Additional General Terms for Part 2).
In the event of a discrepancy between the clause numbers and titles above, the titles shall be determinative.
31.3 No Endorsements. ESG Book’s use of Data shall not be deemed an endorsement of the respective Contributor. ESG Book’s use of a Framework shall neither be deemed an endorsement of the Framework nor of the respective Framework Operator.
31.4 Third Party Rights. ESG Book’s Affiliates shall be entitled to enforce and rely on rights or benefits under this Agreement as an intended third-party beneficiary. The Contributor Indemnitees shall be entitled to enforce and rely on the rights and benefits set forth in Clause 29.3 as an intended third party beneficiary.
31.5 Cumulative Remedies. No specific remedy under this Agreement shall limit a Party’s right to exercise all other remedies available to such Party under law, and all such remedies shall be cumulative.
Part 3 – Glossary of Defined Terms
When used in their capitalized form, the following terms in the Agreement shall have the following meaning:
“Affiliate” means with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity, from time to time but only for so long as such control exists;
“Agreement” means the agreement entered into between ESG Book and yourself or the company or other legal entity on whose behalf you are accessing the Platform, and which you hereby confirm you are authorized to represent, governing your access to and use of the Platform;
“Claim” means any claim, suit or proceeding brought by a third party against any ESG Book Indemnitee in connection with a specific Contributor’s or Framework Operator’s Data or other contents or the same Contributor’s or Framework Operator’s access or use of the Platform;
“Confidential Information” means information that is confidential or proprietary to a Discloser;
“Contributor” means a User that discloses Data about their corporate entity on the Platform;
“Contributor or Framework Indemnitees” means, from the perspective of a Contributor or Framework Operator, other Contributors or Framework Operators and each of their respective directors, officers, agents, employees, successors and assigns;
“Data” means any ESG-related data published on the Platform;
“Derivative Work” means any work based on Data that, if taken alone or combined with Public Data or other publicly available data outside the Platform, cannot be used to identify the Contributor that disclosed it;
“Designated User” means individuals designated by a Contributor or Framework Operator that may represent that Contributor or Framework Operator on the Platform;
“Discloser” means a Party that has provided to a Recipient information that is confidential or proprietary to that Discloser;
“Platform” means the online platform currently known as ‘the Platform’ hosted on the Website, including all its features, functionalities and data components as available from time to time;
“Framework Terms and Conditions” means additional terms and conditions of a Framework Operator previously approved by ESG Book that any disclosures against that Framework are subject to;
“Evidence” means documents uploaded by Contributors or Framework operators to support the Data they have uploaded of verified;
“Evidence Functionality” means the functionality of the Platform for Contributors to upload Evidence;
“Force Majeure Event” means any industrial dispute of whatever nature, act of God, act of the public enemy or war, sabotage or terrorism, act of government, failure of a third-party telecommunications or electricity provider, fire, flood or other casualty, pandemic, or other circumstances beyond the reasonable control of a Party and which causes any failure for that Party to perform any obligation under its Agreement or any delay of that Party in the performance thereof;
“Framework” means a questionnaire on the Platform provided by a Framework Operator for Contributors to report against;
“Framework Agreement” means a separate agreement concluded between ESG Book and a Framework Operator which is needed to implement that Framework Operator’s Framework on the Platform and which governs the relationship between the Framework Operator and ESG Book with regards to that Framework;
“Framework Operator” means a User providing a Framework;
“Login” means the log-in access codes, user names and passwords provided to each Contributor or Framework Operator to access the Platform;
“Loss” means any and all losses, liabilities, damages, costs (including reasonably incurred attorneys’ fees) and expenses arising as a result of a Claim;
“Notices” means any notice or other communication given by one Party to the other under any Agreement where one Party is a Contributor or a Framework Operator;
“Party” means ESG Book or any individual or entity that has entered into this Agreement;
“Parties” means any combination of ESG Book and another Party;
“Personal Data” means information collected from Users and individuals who do not pass the verification that qualifies as personal data under applicable data protection legislation, including the General Data Protection Regulation of the EU and its national implementation legislation in member states;
“Premium Services” means additional functionalities, features and data components that ESG Book makes available on the Platform against remuneration from time to time;
“Processing” means the collecting, recording, organizing, storing, modifying, using, licensing, disclosing or deleting and transferring of Personal Data as contemplated by this Agreement;
“Prohibited Use” means any use of the Platform, Data, Evidence and other contents contained in the Platform as described in Clauses 5.3.1 through 5.3.18;
“Public Data” means Data made available to the general public on the Platform;
“Publishing Functionality” means the functionality on the Platform to disclose Data to the general public;
“Recipient” means each Party to any Agreement;
“Relevant Date” means the date of the introduction of an amendment of the fees;
“Representative” means a Party’s or a Party’s Affiliates’ officers, employees or professional advisors, which in each case have a legitimate need to know and are bound by confidentiality obligations not less restrictive than the confidentiality obligations under this Agreement;
“Restricted Data” means Data made available only to Contributors or Framework Operators that have been granted permission to access it;
“Rules” means the LCIA Rules;
“ESG Book Indemnitees” means ESG Book and its Affiliates and each of their respective directors, officers, agents, employees, successors and assigns;
“Sharing Functionality” means the functionality on the Platform to disclose Data to a limited group of recipients;
“Term” means any time period that starts with any Agreement becoming effective on the date of acceptance of these Platform
Terms and Conditions and ends when the Agreement is terminated by either Party to that Agreement;
“USD” means the lawful currency for the time being of the United States of America;
“User” means a Contributor, Framework Operator, or individual using the Platform in any capacity; and
“Website” means the website accessible at the domain esgbook.com or any successor website.
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