Terms of Service

These Terms of Service ("Terms") govern access to and use of the ESGine platform, website and related services ("Services") provided by ESGine® ("ESGine", "we", "us", "our"). By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you confirm that you are authorised to do so.

1. Definitions

• "Client" means the organisation that has entered into an agreement or order form with ESGine for access to the Services.
• "Authorised User" means an individual who is authorised by the Client to access and use the Services on the Client's behalf.
• "Client Data" means any data, documents, files, ESG/Climate submission packages or other materials uploaded to or processed via the Services by or on behalf of the Client.
• "Order Form" means any agreement, statement of work, proposal or ordering document executed by ESGine and the Client describing the Services, scope and commercial terms.

2. Scope of the Services

ESGine is a pre-submission ESG and climate review platform. The Services are designed to assist Clients in reviewing internal ESG/Climate submission packages before such materials are provided to regulators, auditors or assurance providers. Outputs generated by the Services are intended to support the Client's own governance, review and decision-making processes.

3. No legal or assurance advice

ESGine is not a law firm, accounting firm or assurance provider and does not provide legal, regulatory, accounting, auditing or assurance services. Nothing in the Services, Documentation or communications from ESGine should be construed as legal, regulatory or assurance advice, or as a substitute for the Client obtaining advice from its own professional advisers.

The Client remains solely responsible for the content, accuracy and completeness of its ESG and climate disclosures, filings, reports and communications, and for determining whether, how and when to submit any materials to regulators, exchanges, investors or other stakeholders.

4. Client responsibilities

The Client is responsible for ensuring that it has all necessary rights, permissions and lawful bases to upload Client Data to the Services and to instruct ESGine to process such data; that Client Data does not infringe third-party rights or violate applicable laws; and that Authorised Users comply with these Terms and maintain the confidentiality of their account credentials.

5. Acceptable use

The Client and its Authorised Users must not use the Services in any manner that is unlawful, deceptive or misleading; attempt to gain unauthorised access to the Services or related systems; interfere with or disrupt the integrity or performance of the Services; reverse engineer or decompile the Services (except as permitted by law); or use the Services to create a competing product or service.

6. Client Data and confidentiality

As between the parties, the Client retains ownership of all rights, title and interest in and to Client Data. ESGine will process Client Data solely for the purpose of providing the Services and will treat Client Data as confidential information, subject to limited disclosures to personnel and service providers who need access to deliver the Services and who are bound by confidentiality obligations.

7. Intellectual property

ESGine and its licensors retain all rights, title and interest in and to the underlying software, rule libraries, ESG-as-Code®, models, Documentation and related intellectual property. No rights are granted to the Client except as expressly stated in these Terms or in an applicable Order Form.

8. Fees, term and termination

Fees, billing terms and subscription or pilot periods will be set out in the applicable Order Form or written agreement between ESGine and the Client. Either party may terminate the agreement as permitted under that document and applicable law. Upon termination or expiry, the Client's right to access the Services will cease and ESGine will handle Client Data in accordance with the agreement and applicable law, including any agreed data return or deletion procedures.

9. Warranties and disclaimers

ESGine will provide the Services with reasonable skill and care. Except as expressly stated, the Services are provided "as is" and "as available" and ESGine disclaims all other warranties, whether express, implied, statutory or otherwise, to the fullest extent permitted by law.

10. Limitation of liability

To the fullest extent permitted by law, ESGine will not be liable for any indirect, consequential, special, incidental or punitive damages, or for loss of profits, revenue, business or data. ESGine's total aggregate liability arising out of or in connection with the Services and these Terms will be limited to the amount of fees actually paid by the Client for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such liability, or such other amount as may be specified in the applicable Order Form.

11. Governing law

Unless otherwise agreed in writing, these Terms and any dispute or claim arising out of or in connection with them or their subject matter will be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction, without prejudice to any rights of appeal.

12. Changes to these Terms

ESGine may update these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page and may provide additional notice where appropriate. Your continued use of the Services after such changes take effect constitutes acceptance of the updated Terms.