Terms and Conditions

Introduction

Below this introduction you’ll find terms and conditions that govern the usage of ESG Book.
ESG Book is designed to be an information resource on the sustainability performance of companies for the general public. ESG Book 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 ESG Book accessible to the general public free of charge. Since S-Ray is a for-profit organisation, certain advanced features may be accessible only against a fee or some other type of 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 ESG Book 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 these terms and conditions will be communicated in advance, and where the change in question consists of giving us more possibilities to use the data, entities will have the possibility to withdraw from ESG Book.
  • A right to be forgotten. We honour any entity’s choice to stop being part of the ESG Book community and will remove its profile from ESG Book.

If you want to get a better understanding of how ESG Book operates, you should take the time to read the below terms and conditions carefully. A complete list of all the definitions used in the ESG Book Terms and Conditions can be found at the very end. You can recognize defined terms by their capitalisation.

Part 1 below contains the terms and conditions that apply to every user of ESG Book.

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 S-Ray to have full access to ESG Book.

Part 3 contains a glossary of all defined terms used throughout the ESG Book Terms and Conditions.

Part 1 – General Terms and Conditions

  • 1 Who We Are
    We are S-Ray, and we operate ESG Book.
  • 2 ESG Book; General Access; Agreement
    • 2.1 ESG Book can be accessed by Users, Contributors, and Framework Operators.
    • 2.2 All access to ESG Book by Users is governed by Part 1 of these ESG Book Terms and Conditions and constitutes General Access.
    • 2.3 All access to ESG Book by Contributors and Framework Operators is additionally governed by Part 2 of these ESG Book Terms and Conditions.
    • 2.4 Subject to your completion of the onboarding process and your acceptance as a User by S-Ray, by accepting these ESG Book Terms and Conditions you are entering into the Agreement.
    • 2.5 Unless you are a Contributor or Framework Operator, you will have access only to limited functionalities of ESG Book and only to Public Data.
    • 2.6 Unless you are a Contributor or Framework Operator, you may not upload any Data or perform any change to a Contributor’s or Framework Operator’s profile.
    • 2.7 If you wish to become a Contributor or Framework Operator or access a wider set of ESG Book functionalities, you must follow the relevant onboarding procedure and the general procedure set out in Part 2 of these ESG Book Terms and Conditions.
  • 3 General Onboarding Procedure
    • 3.1 Access to, and use of, ESG Book requires any User to complete an onboarding process. S-Ray reserves the right to change the onboarding process at any time at its discretion, including by the introduction of measures aimed at verifying the identity of any User. S-Ray is under no obligation to perform identity verification.
    • 3.2 Onboarding may require that you provide S-Ray 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 S-Ray is under no obligation to give any individual or entity access to ESG Book.
  • 4 The Service
  • 4.1 Prepopulated Database. ESG Book is prepopulated with profiles of, and sustainability scores for, thousands of companies based on publicly available data. The prepopulated sustainability scores, each calculated by S-Ray, are: the ESG Score, the UN Global Compact Score, and the Temperature Score. S-Ray reserves the right to add and/or amend these company profiles and sustainability scores over time.
  • 4.2 Control of Company Profiles. Companies may request control of their company profile on ESG Book, which shall be granted by S-Ray subject to the verification process in force from time to time. Control of a company profile consists of the ability to add to the profile as a Contributor. At the launch of ESG Book, only a limited number of company profiles will be controlled by the corresponding company. Companies taking control of their respective company profile will be able to add an imprint onto the company profile. Profiles that the corresponding company has taken control of can be recognized by the presence of any disclosure beyond the sustainability scores mentioned in Clause 4.1.
  • 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 S-Ray;
    • 4.3.2 questionnaires developed by third parties and controlled by S-Ray 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 S-Ray or a Framework Operator. A Contributor may not disclose Data if it has been excluded by S-Ray or the relevant Framework Operator.
  • 4.4 Public Data and Restricted Data. A Contributor shall classify its Data as either Public Data or Restricted Data.
  • 4.5 Data Quality. S-Ray 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. ESG Book is equipped with a functionality for Contributors to supplement their Data with Evidence.. S-Ray does not perform any check whether such Evidence amounts, in fact, to evidence for the Data disclosed. Whether the Evidence is made available on ESG Book to the general public or a selected group of Users depends on whether the Data for which it was submitted is Public Data or Restricted Data as Evidence is accessible to the same Contributors and Framework Providers as the Data it supplements. S-Ray reserves the right not to make available certain Evidence on ESG Book if it becomes aware that the Evidence is unlawful or in violation of these ESG Book Terms and Conditions. S-Ray reserves the right to enable or disable the Evidence Functionality at its sole discretion.
  • 5 Use of ESG Book
    • 5.1 License to Use. S-Ray hereby grants you a non-exclusive, revocable, non-transferable and non-sublicensable personal license to access and use ESG Book for your own purposes during the Term in accordance with the provisions of this Agreement.
    • 5.2 You may use the ESG Book platform, Data, Evidence and other contents contained in ESG Book 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 ESG Book to any other person;
      • 5.3.3 violate the security of ESG Book or attempt to gain unauthorized access to ESG Book or computer systems or networks connected to any server associated with ESG Book, through hacking, password timing or any other means;
      • 5.3.4 make available all or any portion of ESG Book 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 ESG Book or parts thereof, whether for free or against remuneration, where the terms “distribute” or “redistribute” refer to any activity that consists:
        • (i) of repackaging ESG Book or parts thereof and offering it to third parties under another appearance; or
        • (ii) rerouting or channelling access to ESG Book through another platform or portal so that Users are prevented from accessing ESG Book directly;
      • 5.3.6 modify or change all or any part of ESG Book, the Data or any other content on ESG Book, 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 ESG Book by S-Ray;
      • 5.3.7 use any of ESG Book 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, ESG Book;
      • 5.3.8 remove, suppress or modify in any way the proprietary markings, including any trade mark or copyright notice, used in relation to ESG Book or the content included therein;
      • 5.3.9 transmit or make available through ESG Book 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 ESG Book in a way which implies:
        • (i) that ESG Book forms part of the services or products offered by you to your customers: or
        • (ii) that S-Ray 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 ESG Book or for any other unauthorized purpose without S-Ray’s prior written consent;
      • 5.3.13 infringe, violate, breach or otherwise contravene any rights in any jurisdiction of S-Ray or any third party (including, but not limited to Users, Contributors, and Framework Operators) in connection with the access or use of ESG Book, 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 ESG Book or any related technology in case such code or technology is not subject to an open source license, modifying ESG Book or its appearance or circumvent any use limits or access controls of ESG Book;
      • 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 ESG Book other than in accordance with the terms and conditions of this Agreement;
      • 5.3.15 violate the security of ESG Book or attempt to gain unauthorized access to ESG Book, content, computer systems or networks connected to any server associated with ESG Book, 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 ESG Book;
      • 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 ESG Book, any data or content found on or accessed through ESG Book; or
      • 5.3.18 attack the Website or ESG Book via a denial-of-service attack or a distributed denial-of-service attack.
  • 6 Availability of ESG Book and its Functionalities
    • 6.1 S-Ray does not promise and does not commit to any availability, quality, functionality or operability of ESG Book and offers ESG Book only if and to the extent that ESG Book is available and operational and with the then available quality and functionality.
    • 6.2 Any information about the availability, quality, functionality or operability of ESG Book provided by S-Ray on the Website or elsewhere does not constitute part of these ESG Book Terms and Conditions.
    • 6.3 S-Ray does not promise and does not commit to store, publish, provide or display Data or any other content as part of ESG Book and reserves the right to remove such Data or any other content at any time without prior notice. S-Ray 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 and the choice whether such Data is made available to you as part of Public Data is entirely voluntary for Contributors and S-Ray neither controls which entity wishes to become a Contributor nor which Data it decides to make Public Data.
    • 7.2 S-Ray does not, and is not under an obligation to, assess the veracity of Data and any other content uploaded by Contributors, which may be inaccurate, wrong, untruthful, out-of-date, incomplete, misleading, illegal or otherwise harmful; THE CONTENT AND ESG BOOK ARE PROVIDED “AS IS” AND S-RAY DOES NOT MAKE AND DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OR ESG BOOK, 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 S-Ray neither is in a position nor does S-Ray commit to exclude an abuse of ESG Book and shall not be liable for any such abuse;
    • 7.4 Any use of and reliance on the Data and other content on ESG Book is entirely at your own risk;
    • 7.5 S-Ray is not, through ESG Book 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 S-Ray shall not be responsible for any Contributor’s decision or actions to disclose or not to disclose Data on ESG Book;
    • 7.7 S-Ray shall not be responsible for any Contributor’s choice of Evidence, quality of Evidence or lack of Evidence;
    • 7.8 S-Ray shall be entitled to create anonymized, aggregated, or derivative data from your use of ESG Book, which S-Ray shall own and may freely license to third parties without your consent being required;
    • 7.9 ESG Book is unconnected to any of the asset management activities conducted within the Arabesque group, and is not a solicitation or an offer to buy any security or instrument or to participate in any trading;
    • 7.10 ESG Book 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 of S-Ray);
      • 7.10.2 legal advice, including where S-Ray has developed and operates questionnaires and scores based on regulatory provisions by a legislator.
    • 7.11 S-Ray 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, or any other content on ESG Book;
    • 7.12 ESG Book is subject to modification by S-Ray to the extent S-Ray determines in its sole discretion;
    • 7.13 S-Ray is not obliged to change or adjust ESG Book; and
    • 7.14 Without limiting the foregoing, S-Ray reserves the right to modify the permitted and prohibited uses of ESG Book.
  • 8 Liability
  • 8.1 Accessing and using ESG Book (including viewing Data and any other content on ESG Book) is at your own risk and S-Ray excludes all liability which might arise from:
    • 8.1.1 your inability to use or access ESG Book (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 virus which limits the availability of ESG Book or is transmitted to you during your use of ESG Book; and
    • 8.1.5 any third-party website linked to from ESG Book.
  • 8.2 S-Ray is not liable to you, whether in contract, under any statute, for misrepresentation or otherwise (including in each case negligence) in connection with these ESG Book Terms and Conditions or your use of ESG Book for any loss of any kind, resulting from your use of or inability to use ESG Book, or from you relying on the accuracy or completeness of the content, even if we had been advised of or were aware of the possibility of such losses or damages being incurred.
  • 8.3 Nothing in these ESG Book Terms and Conditions excludes or limits S-Ray’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
    ESG Book and all intellectual property rights and exclusive usage rights associated with or comprised in any of ESG Book, the Data, Evidence or other content provided via ESG Book (including intellectual property subsisting in any models, feed formats, software, templates, questionnaires, databases or materials forming part of ESG Book), 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 S-Ray, or, as the case may be, one or several Framework Operator(s) or one or several Contributor(s), and shall not be considered works for hire. You acknowledge that, as a reasonable protection of the proprietary rights in ESG Book and to avoid any breach of S-Ray’s obligations to third parties (including Contributors and Framework Operators, as applicable), any dissemination or distribution of ESG Book or any data or information identical to, or derived from, ESG Book by you shall (other than as permitted expressly under these ESG Book Terms and Conditions) be deemed a material breach. Any logo and/or trademark and/or company name used with regards to ESG Book is the respective owner’s logo and/or trademark and/or company name.
  • 10 Data Protection
    • 10.1 Personal Data obtained during onboarding. During the onboarding process, S-Ray may collect Personal Data. S-Ray is the controller of such Personal Data.
    • 10.2 Processing. S-Ray will handle all Personal Data in accordance with the ESG Book privacy notice available at app.esgbook.com/public/privacy-notice or any successor website identified by S-Ray. In connection with ESG Book, S-Ray may:
      • 10.2.1 process the Personal Data; and
      • 10.2.2 transfer Personal Data inside of, and outside of, the European Economic Area.
  • 11 Cookies
    Cookie Use. S-Ray will collect and handle any cookies in accordance with the ESG Book cookie policy available at app.esgbook.com/public/cookie-policy or any successor website identified by S-Ray.
  • 12 Complaints
    • 12.1 S-Ray respects the rights of any third party, including but not limited to intellectual property rights and privacy rights. S-Ray 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: contact@esgbook.com.
    • 12.2 Users may contact S-Ray at contact@esgbook.com 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 these ESG Book Terms and Conditions 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 ESG Book (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 S-Ray. S-Ray may terminate this Agreement and cancel or withdraw all or any part of ESG Book at any time upon written notice:
      • 13.3.1 where S-Ray has determined that the provision of ESG Book or a part of ESG Book has become unlawful:
      • 13.3.2 where S-Ray has determined that ESG Book or a part of ESG Book has become subject to a claim that it infringes the rights of any third party; or
    • 13.3.3 in the event S-Ray discontinues ESG Book or any relevant part of ESG Book.
    • 13.4 Post Termination. Upon any termination or expiration of this Agreement:
      • 13.4.1 all licenses granted by S-Ray to Users under this Agreement shall terminate automatically and immediately; or
      • 13.4.2 all User logins under this Agreement shall immediately be disabled.
  • 14 General
    • 14.1 Modification of Terms. From time to time, S-Ray may add additional or new services or functionalities that you may access and use through ESG Book, or S-Ray may remove the same. S-Ray may modify and/or amend these ESG Book Terms and Conditions from time to time at S-Ray’s discretion. Any such modification takes effect at the time specified by S-Ray and without your prior explicit consent. S-Ray shall notify you via ESG Book 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 ESG Book Terms and Conditions if you continue using ESG Book after being notified of the modification. If you do not accept modifications, you must not continue to access or use ESG Book. S-Ray reserves the right to request your approval of any modified ESG Book Terms and Conditions before permitting access to ESG Book.
    • 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 ESG Book 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 ESG Book Terms and Conditions to another party without the prior written consent of S-Ray. S-Ray may assign or transfer any of its rights or obligations under these ESG Book Terms and Conditions to another 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 S-Ray 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 ESG Book 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 ESG Book Terms and Conditions and shall be deemed to be deleted therefrom and the validity, legality and enforceability of the remaining provisions of these ESG Book 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 ESG Book Terms and Conditions
    This present version of the ESG Book Terms and Conditions is valid worldwide as of 1 December 2021.

Part 2 – Additional Terms and Conditions for Contributors and Framework Operators

  • 16 Eligibility Criteria for Contributors and Framework Operators
  • 16.1 Early Eligibility Criteria for Contributors. In the early phase of ESG Book, only publicly listed companies are eligible to join ESG Book as Contributors. The group of companies eligible to be Contributors shall subsequently be expanded.
  • 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 S-Ray to develop an ESG- or sustainability-related questionnaire.
  • 16.3 Selection by S-Ray. Any acceptance of a company or entity onto ESG Book as a Contributor or Framework Operator is subject to S-Ray’s discretion. No company or Framework Operator, whether eligible or not, 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. S-Ray may condition the eligibility of any entity to join ESG Book 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 ESG Book; 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 ESG Book 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 ESG Book as a Contributor or Framework Operator requires any eligible entity to complete further onboarding steps. S-Ray 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 Each Contributor or Framework Operator may designate up to five (5) Designated Users. The Designated Users may upload disclosures onto ESG Book 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.
    • 17.3 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 S-Ray. S-Ray 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 Delegated Users.
    • 17.4 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 ESG Book 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 ESG Book, from which Contributors they request disclosure against their Framework, and the content of their ESG Book 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 S-Ray under these ESG Book 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 ESG Book Terms and Conditions and agree with S-Ray 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 Contacting S-Ray. Contributors and Framework Operators may contact S-Ray at contact@esgbook.com 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 ESG Book, namely the Publishing Functionality or the Sharing Functionality. S-Ray reserves the right to make the Sharing Functionality available at a later development stage of ESG Book 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, S-Ray may obtain from a Contributor a licence to create Derivative Works based on Data.
    • 19.3 Contributor License to S-Ray for Public Data of the Contributor. Contributor hereby grants S-Ray 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 ESG Book all Public Data disclosed by Contributor and any Evidence associated to it.
    • 19.4 Contributor License to S-Ray for Restricted Data of the Contributor. Contributor hereby grants S-Ray 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 ESG Book to the recipients designated by the Contributor when using the Sharing Functionality, and
      • 19.4.2 to create, copy, modify, publish and maintain for its own purposes and for the purpose of ESG Book Derivative Works of such Restricted Data.
    • 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 ESG Book 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 ESG Book on behalf of the Contributor; and
      • 19.6.3 Contributor has obtained or, prior to submitting its Data to ESG Book, 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 ESG Book 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 ESG Book, the Framework Operator will need to enter into a separate Framework Agreement with S-Ray. Any Framework Agreement will also be subject to these ESG Book Terms and Conditions as amended by S-Ray from time to time. A template for a Framework Agreement is available from S-Ray upon request.
    • 20.2 ESG Book Framework Terms and Conditions. Disclosures against Frameworks may be subject to additional terms and conditions in the form of ESG Book Framework Terms and Conditions. Such ESG Book Framework Terms and Conditions may be used 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 ESG Book Framework Terms and Conditions.
    • 20.3 Framework Operator License to S-Ray. Each Framework Operator hereby grants S-Ray a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license to access, display, distribute via ESG Book the Framework of the Framework Operator for the purposes of providing ESG Book, and
    • 20.4 Framework Operator Acknowledgement. Each Framework Operator acknowledges that all Contributors disclosing Data against its Framework have granted S-Ray a direct license to use that Data according to these ESG Book Terms and Conditions, so that S-Ray does not need a license from the Framework Operator to use the Data disclosed against its Framework.
    • 20.5 Termination Between Framework Operator and S-Ray. Where one Party to this Agreement is a Framework Operator, either Party may terminate this Agreement
      • 20.5.1 on the basis of a material breach by the other Party that has not been remedied within 90 (ninety) days, upon giving the other Party 90 (ninety) days’ notice in writing, or
      • 20.5.2 if it so desires, upon giving the other Party 180 (one hundred and eighty) days’ notice in writing.
        Upon termination of this Agreement, the Framework Operator’s profile, the Framework, and any Data disclosed against the Framework, shall remain publicly available on ESG Book until the end of the calendar year in which the notice periods under Clause 20.4 end. Thereafter, the Framework Operator’s profile, the Framework, and the Data disclosed against the Framework shall no longer be accessible on ESG Book. 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. Any disclosure of Data against a Framework will be governed – in this order – by
      • 20.6.1 these ESG Book Terms and Conditions;
      • 20.6.2 the Framework Agreement; and
      • 20.6.3 the ESG Book Framework Terms and Conditions, to the extent they exist.
        However, in the case of a conflict between the respective Framework Agreement and the ESG Book Terms and Conditions, the Framework Agreement shall take precedence over the ESG Book Terms and Conditions only with regards to the Data to be disclosed against the respective Framework and the license rights granted by the disclosing Contributor.
  • 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 S-Ray; and
      • 21.2.2 request from S-Ray that its Public Data or its Restricted Data disclosed through ESG Book is no longer made available to third parties on ESG Book.
    • 21.3 Record Keeping. Where any Contributor has made use of the possibilities granted under Clause 21.2, in each case:
      • 21.3.1 S-Ray is entitled to keep a historic record of the Data disclosed by that Contributor for auditing and/or traceability purposes;
      • 21.3.2 S-Ray 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 S-Ray to use Public Data of that Contributor shall remain unaffected.
    • 21.4 S-Ray 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 S-Ray by a Contributor or by a Contributor’s Designated Users through ESG Book;
    • 21.5 S-Ray shall have the right to display on ESG Book the Contributor’s name, general company information, all stemming from public sources, and identification as a Contributor on ESG Book;
    • 21.6 Contributors shall be 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 ESG Book or S-Ray’s systems from being infected with any virus, worm or disabling devices;
    • 21.8 Contributors and Framework Operators have all the required licenses, approvals, permits and similar entitlements if offering services;
    • 21.9 Once disclosed on ESG Book as Public Data, the relevant content can be viewed and used by all Users, and S-Ray is neither in a position to monitor, control or effectively restrict the use of such content by other Users, and nor is S-Ray 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 S-Ray may disclose the Data through ESG Book 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 Data Protection (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 ESG Book, that Contributor or Framework Operator represents and warrants that the individuals concerned have consented to the Processing of their 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 S-Ray collects Personal Data in the onboarding of a Contributor, a Framework Operator or their respective Designated Users, S-Ray shall qualify as controller.
      • 23.2.2 Processing. S-Ray will handle all Personal Data within the meaning of Clause 23.2.1 in accordance with S-Ray’s online privacy policy available at https://www.esgbook.com/privacy-policy/ (or any successor website identified by S-Ray). In connection with ESG Book, S-Ray 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 ESG Book 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 ESG Book 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 of the Logins in accordance with the procedures set forth in Clause 19.7.
    • 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 ESG Book or S-Ray’s systems. Each Contributor and Framework Operator shall immediately e-mail S-Ray if it becomes aware of any unauthorized access to, or misuse or disruption of, ESG Book or S-Ray’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 S-Ray suspects unauthorized use of any Login or any other use of ESG Book that is Prohibited Use, S-Ray 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 S-Ray for that Contributor or Framework Operator to cancel or suspend the Login or the applicable Designated User’s access to ESG Book, in each case, without liability to the Contributor or Framework Operator. In addition, S-Ray is entitled to suspend without liability to the Contributor or Framework Operator or anyone else ESG Book 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, ESG Book and S-Ray’s systems.
    • 25.2 Modification. ESG Book is subject to modification by S-Ray to the extent S-Ray determines in its sole discretion. S-Ray is not obliged to change or adjust ESG Book. Without limiting the foregoing, S-Ray reserves the right to modify the permitted and prohibited uses of ESG Book.
  • 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. S-Ray reserves the right to introduce and/or amend the fees for ESG Book for Contributors and Framework Operators, subject to S-Ray providing each Contributor or Framework Operator with no less than thirty (30) days’ prior notice (by e-mail or via ESG Book) 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 S-Ray 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 S-Ray to suspend or terminate the paid service and all other rights and remedies of S-Ray shall remain unaffected.
    • 26.3 Taxes. In addition to any due fees, each Contributor or Framework Operator shall pay to S-Ray 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 Additional Remunerated Services. S-Ray reserves the right to provide additional services to Contributors and Framework Operator upon their request against remuneration to be agreed upon between S-Ray and the relevant Contributor or Framework Operator.
  • 27 Warranties, Responsibilities and Omnibus Release
    • 27.1 Mutual Representations and Warranties. 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 no further consent, approval, authorization or order of any person or entity is required for the conclusionor performance of this Agreement by such Party, and neither the conclusion nor 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. S-Ray does not review content disclosed by Contributors for accuracy, completeness, reliability, usability, legality or timeliness. Content that is disclosed via ESG Book might be harmful, or ESG Book might be misused by third parties. Each Contributor or Framework Operator agrees that S-Ray 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 ESG BOOK AND/OR ANY INFORMATION OR DATA FORMING PART OF ESG BOOK 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, S-RAY INCLUDING ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, CONDITION, UNDERTAKING OR TERM, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO ESG BOOK (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 ESG BOOK IS FIT FOR ANY PARTICULAR PURPOSE.
    • 27.4 Omnibus release. Each Contributor and Framework Operator accepts that S-Ray 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 S-Ray 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 ESG Book or any content that is disclosed therein. Clause 29.2 shall apply accordingly.
  • 28 Liability (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 S-RAY 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 ESG BOOK, 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 ESG BOOK, EVEN IF S-RAY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
      • 28.1.2 TO THE EXTENT THAT S-RAY’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 S-RAY INCLUDING ITS AFFILIATES BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY AMOUNT THAT EXCEEDS
        • (i) THE TOTAL AGGREGATE FEES PAID OR PAYABLE TO S-RAY 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 S-Ray Indemnitees from and against any and all Loss arising as a result of any Claim;
    • 29.2 the S-Ray Indemnitees from and against any Loss arising as a result of any Claim brought by a third party against any S-Ray 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 Terms for Termination
    • 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 ESG Book 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 Post Termination (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 ESG Book; and
      • 30.2.2 all licenses granted by that Contributor or Framework Operator:
        • (i) perpetually and irrevocably to S-Ray; 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
    • 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 ESG Book; provided, however, that S-Ray 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 ESG Book; or
      • 31.1.2 through ESG Book.
        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 ESG Book, 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 S-Ray for Public Data of the Contributor);
      • 31.2.2 Clause 19.4 (Contributor License to S-Ray for Restricted Data of the Contributor);Clause 19.5 (Contributor License to Users for Data of the Contributor);
      • 31.2.3 Clause 20.3 (Framework Operator License to S-Ray);
      • 31.2.4 Clause 20.5 (Termination Between Framework Operator and S-Ray);
      • 31.2.5 Clause 21.3 (Record Keeping);
      • 31.2.6 Clause 22 (Confidentiality);
      • 31.2.7 Clause 26 (Fees and Charges);
      • 31.2.8 Clause 27 (Warranties, Responsibilities and Omnibus Release);
      • 31.2.9 Clause 28, (Liability (for Part 2));
      • 31.2.10 Clause 29 (Indemnification);
      • 31.2.11 Clause 30.2 (Post Termination (for Part 2)); and
      • 31.2.12 Clause 31 (Additional General Terms).
        In the event of a discrepancy between the clause numbers and titles above, the titles shall be determinative.
    • 31.3 No Endorsements. S-Ray’s use of Data shall not be deemed an endorsement of the respective Contributor. S-Ray’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. S-Ray’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

Below is the list of defined terms that appear in the ESG Book Terms and Conditions. They form a part of this Agreement.

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 S-Ray and yourself or the company or other legal entity on whose behalf you are accessing ESG Book, and which you hereby confirm you are authorized to represent, governing your access to and use of ESG Book.

“Claim” means any claim, suit or proceeding brought by a third party against any S-Ray 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 ESG Book.

“Confidential Information” means information that is confidential or proprietary to a Discloser.

“Contributor” means a User that discloses Data about their corporate entity on ESG Book

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 ESG Book.

“Derivative Work” means any work based on Data that, if taken alone or combined with Public Data or other publicly available data outside ESG Book, 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 ESG Book.

“Discloser” means a Party that has provided to a Recipient information that is confidential or proprietary to that Discloser.

“ESG Book” means an online platform known as ‘ESG Book’ hosted on the Website.

“ESG Book Framework Terms and Conditions” means additional terms and conditions of a Framework Operator previously approved by S-Ray that any disclosures against that Framework are subject to.

“Evidence” means documents uploaded by Contributors to support their Data.

“Evidence Functionality” means the functionality of ESG Book 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 ESG Book provided by a Framework Operator for Contributors to report against.

“Framework Agreement” means a separate agreement concluded between S-Ray and a Framework Operator which is needed to implement that Framework Operator’s Framework on ESG Book and which governs the relationship between the Framework Operator and S-Ray with regards to that Framework.

“Framework Operator” means a User providing a Framework.

“General Access” means the use of ESG Book by any User and is governed by Part 1 of the ESG Book Terms and Conditions.

“Login” means the log-on access codes, user names and passwords provided to each Contributor or Framework Operator to access ESG Book.

“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 S-Ray or any individual or entity that has entered into this Agreement.

“Parties” means any combination of S-Ray 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.

“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 ESG Book, Data, Evidence and other contents contained in ESG Book as described in Clauses 5.3.1 through 5.3.18.

Public Data” means Data made available to the general public on ESG Book.

Publishing Functionality” means the functionality on ESG Book 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.

“S-Ray” means Arabesque S-Ray GmbH, UK Branch, a branch registered in England and Wales with registered number FC035689 and registered offices at Fifth Floor, Jamestown Wharf, 32 Jamestown Road, London NW1 7BY, United Kingdom, of Arabesque S-Ray GmbH, a limited liability company under German law registered with the commercial register (Handelsregister) of the local court (Amtsgericht) Frankfurt am Main, Germany, under HRB 113087 with registered offices at Zeppelinallee 15, 60325 Frankfurt am Main, Germany.

“S-Ray Indemnitees” means S-Ray and its Affiliates and each of their respective directors, officers, agents, employees, successors and assigns.

Sharing Functionality” means the functionality on ESG Book 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 ESG Book 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 ESG Book in any capacity.

“Website” means the website accessible at the domain esgbook.com or any successor website.

***

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