Terms and Conditions for the ESG Expert Membership
Please read these Terms and Conditions carefully. If you have any questions or wish to seek any clarification, please contact our team at email@example.com
These Terms and Conditions govern your relationship with ESG Intelligence Private Limited (CIN: U74999DL2016PTC309766) (“ESG,” “us” or “we“) as well as Clients of ESG, your use of the ESG website http://esg-intelligence.com (the “Site“) and the services provided by ESG.
The words “you” or “Expert” in these Terms and Conditions and the Site means the person/individual, ESG is contracting with as registered with ESG.
ESG may amend, update or change the Site including these Terms and Conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these Terms and Conditions for changes. These are the current Terms and Conditions of use and replace any other terms and conditions of use previously published for this Site.
Overview and Services
ESG provides industry practitioners with the opportunity to register as an ESG Expert (see meaning of “Expert” below) and provide paid consulting services (as appended below) to ESG’s Clients (“Client(s)“). These consulting services may include telephone consultations, conference calls, face-to-face meetings, project work, speaking engagements, survey, expert witness engagements, full time placements, work products or deliverables, or other research, consulting or advisory services (“Consultation“). ESG shall on its Site create an anonymous biography of Experts profile and his/her expertise, which will be used to market Experts to Clients, through including but not limited to reports and/or marketing decks via any mode and medium.
For the purposes of this Terms and Conditions, Expert shall mean a practitioner with special and consulting knowledge in the following fields/domains:
- Environmental Management,
- Corporate Social Responsibility (CSR),
- Supply Chain Management,
- Human Resource Management,
- Corporate Governance and Business Ethics,
- Legal and Regulatory,
- Emerging Technologies,
- Expert witnesses for law firms.*
* ESG may make additions in the aforesaid fields from time to time.
ESG facilitates the interaction between Experts and Clients (“Services“). You understand that we are not a party to and will not have any liability with respect to the Consultations or service arrangements as between you and the Client, or where the Client requires you to provide Consultation services to a customer of theirs, as between you and that customer.
Any terms you enter into with the Client of ESG in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by ESG in writing.
Joining as an Expert
You will have joined upon verifying your account, completing the platform registration and agreeing to these Terms & Conditions. Applying to join via our Site does not constitute membership of ESG. ESG may at is sole discretion refuse to register you as an Expert on its Site.
You can participate in our Services only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you are qualified and have obtained any necessary approvals. ESG may at its sole discretion demand or require you to produce necessary supportive documents to establish your credentials/skill sets/qualification. By joining ESG, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals.
Assignment, Acceptance and Scope of Consultations and Introductions
Clients can post / provide Project Briefs on the ESG platform or otherwise be introduced to Consultants through ESG and/or the ESG platform for Consultations.
In no event shall you try to use techniques to avoid or circumvent usage of ESG platform for Clients including but not limited to techniques such as persuading Clients (introduced to you by ESG) to render services outside ESG platform without involving ESG.
You are free to accept or decline any Consultations, provided however, that you may accept only those Consultations:
- that do not present a conflict of interest;
- that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise) and
- that relate to topics about which you are knowledgeable/ for which you have sign up at the time of registration with ESG.
You are expected to accept or decline a Consultation within a reasonable time (as may be communicated by authorized representative of ESG) and to adhere to any schedule or program you establish with the Client regarding the delivery of the Consultation.
ESG makes no representation regarding the frequency, quantity, or type of invitations to Consultations you will receive or in which you will be chosen to participate.
Payments for Consultation
Pricing and Payment Procedure
Each Expert shall be paid as per the hourly rates provided by Expert at the time of registration on the Site for Consultations. All payments to Expert shall be subject to applicable withholding taxes.
Expert acknowledges that ESG shall be solely entitled to receive all payment towards Consultation provided by Expert to Clients. Expert further acknowledges that Expert shall have no say whatsoever over the amount/fees charged by ESG to its Clients for Consultation provided by Expert.
ESG will pay you only for Consultations with Clients at the rates agreed with you at the time of registration on Site, which are either facilitated by ESG, through its systems, or pre-approved in writing by ESG. Your payments shall become due upon successful completion of Consultations and subject to Client’s satisfaction (“due date”). Subject to receipt of valid invoice and other payment related details, you shall be paid within 20 working days from the date of receipt of your payment related details (“payment date”) Provided that payment date shall fall after the due date. You shall provide all necessary documentations/information to enable ESG to process your payments.
In the event that a Client disputes the existence or quality of your work, or in the event of an inquiry regarding an actual, alleged, or potential violation of these Terms and Conditions, ESG may withhold payment until such dispute or inquiry is resolved.
Taxes and Duties
All amounts payable under these Terms and Conditions are exclusive of any applicable taxes (other than income tax) which ESG is required to pay in respect to the fees for Consultation.
If required by any applicable tax law, and/or if applicable to a Consultation, ESG shall withhold and remit the amount of any tax from payments owed to the Expert. Upon payment of any such amount to the appropriate government entity or agency ESG shall have no obligation to pay such amount to the Expert.
The Expert will be responsible for and pay (or cause to be paid) when due all taxes for which the Expert is liable in relation to the performance of the Consultation.
Compliance with Law
You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information overseas.
Authorised Users and Logins
Only you and your designees, if any (“Authorised Users”), who have been issued a user identification and password (“Login”) by us shall be permitted to access and use the Site and/or the Services. You shall procure that all Authorised Users shall be subject to the terms of these Terms and Conditions. You shall be responsible for any breach of these Terms and Conditions by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud).
You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, “Account Information”). You and your designees agree to not disclose your Account Information to anyone else, and to not use anyone else’s Account Information.
You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.
You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.
You must act with the utmost professionalism and courtesy in your dealings with Clients and with ESG.
As an Expert, you agree to the following:
You represent and warrant that your use of ESG is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use ESG in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.
You will not disclose to any Client, to any other Expert, or to ESG any third-party’s confidential information in violation of any duty or contract right.
You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission.
Where the Expert is legally required to disclose the Confidential Information, the Expert shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
Confidential Information means any documents or information created, received or obtained by the Expert from or on behalf of the Client, ESG or any other party in respect of any Consultation, their employees, agents, contractors and representatives. In relation to ESG, it also includes all non-public information pertaining to ESG’s business (including, without limitation, our pricing information, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.
The Expert must notify ESG immediately upon becoming aware of a suspected or actual breach of this obligation.
ESG’s Services provide you with the ability to disclose certain information about yourself to Clients; it is solely your responsibility to decide whether to disclose such information and the manner of disclosure appropriate for your purposes.
Marketing and Disclosure
Unless permitted by the Client or required by law, you will not refer to the Client or its business (including the Client’s customers or the Client’s customers’ business) in any of your marketing materials, website, social media or other publications.
False and misleading information
You agree that you will not provide any false or misleading information or information which may mislead or deceive ESG, its Clients, or any other party in respect of any Consultation.
You further agree not to provide any financial or investment advice to any ESG Client, including, without limitation, any ratings or securities recommendations, unless you hold all necessary qualifications and you have agreed in writing with the Client.
You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by ESG as soon as possible after any changes.
Further information on ESG’s Policies and Guidelines may be found on our website at http://esg-intelligence.com (as amended from time to time).
Compliance with Client Requirements
In performing any Consultation for the Client, the Expert must:
- use a high standard of care and skill to be expected of a consultant who regularly acts on projects or engagements like and at least as sophisticated as the subject matter of the Consultation;
- comply with any Client policy, direction, instruction, brief, program, or schedule;
- comply with any applicable laws;
- not subcontract or engage any person other than the Expert to perform the Consultation without ESG’s and the Client’s prior written approval.
You are solely responsible for any content (including for example, written text, tags, data files) you add to your account (“User Content”). User Content includes, without limitation, all content you post or send on our Site, including any blog on our Site or any social media sites maintained or operated by us (for example LinkedIn, Facebook, Twitter etc). Under no circumstances whatsoever shall ESG be liable to you or to any other person or entity for your participation in, or use of, our Site. ESG has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold ESG, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise from your User Content.
Any work performed on a Consultation facilitated through ESG shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of ESG or of any Client. You shall not be entitled to any benefits provided by ESG to its employees, and ESG will not make deductions from any of the payments due to you for tax, social security or similar purposes except if required by law.
Introductions and Non-Solicitation
For so long as:
- you are registered with ESG (and for 12 months after any such registration ceases); and/or
- engage with a Client made available by ESG (including by providing information to you regarding a Client, enabling you to identify a Client or project or otherwise causing a Client to be introduced to you)
you must not:
- agree to or be employed under any form of contract of employment with the Client;
- agree to or be engaged as a contractor for the Client;
- agree to or be retained by the Client as a supplier of services which would not otherwise fall within the scope of a Consultation, in any way other than through the ESG Services. This applies whether or not you already knew the Client; or
- approach, solicit, induce, entice, offer to perform services, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by ESG, in any other way other than through the ESG Services.
These obligations apply whether or not you already knew or had a previous relationship with the Client. This means that you must use the ESG Services as your exclusive method to engage with that Client unless ESG agrees otherwise (in writing).
Some of the Consultations will allow or require the Expert to provide deliverables or content to the Client (“Expert Content“).
Unless otherwise agreed between the Expert and the Client, the Expert retains ownership of all intellectual property rights in the Expert Content.
In the absence of any specific agreement between the Expert and the Client, the Expert will grant such rights to the Client in relation to the intellectual property in the Expert Content as necessary to enable the Client to receive the benefit of the Consultation.
ESG is not responsible for any Expert or Client’s use of or misappropriation of any intellectual property rights during the course of the Services. Any agreements or disputes regarding intellectual property rights in Expert Content shall be between the Expert and the Client.
Blog, ESG social media and marketing materials
The Expert may post, upload or share articles, opinions, comments or any other information or content created by the Expert, on the ESG Site, blog, other social media sites and marketing materials maintained or operated by ESG including but not limited to the ESG LinkedIn or Facebook pages or any other Social Media Pages (Posted Content).
By posting or using the ESG Site, blog, other social media sites or marketing materials maintained or operated by ESG, the Expert:
- agrees to any terms and conditions of use applicable to the site or social media sites; and
- retains ownership of all intellectual property rights in the Posted Content, but grants to ESG a royalty free, worldwide licence to use the content for its operational, business or marketing purposes, including the right to reproduce, amend, modify or change the Posted Content; and
- warrants and represents that:
- the Expert owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Expert is not the author);
- the Expert will not infringe any third party’s intellectual property rights in the Posted Content;
- where the Expert posts, uploads or shares the Posted Content on any other third party’s site, the Expert will reference the Posted Content as “First posted on ESG Intelligence“, along with a hyperlink to the original article on our website.
ESG may elect not to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Expert.
This clause “Blog, ESG social media and marketing materials” survives termination of these terms and conditions.
You agree to indemnify, defend and hold harmless, ESG and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys’ fees and court costs) which are, arise out of or relate to:
- any act or omission (including negligent acts or omissions) of the Expert in the performance or purported performance of any Consultation;
- any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
- wilful misconduct or gross negligence in your performance of consulting services hereunder; or
- your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
- any activity which you engage on or through ESG.
This indemnity will survive termination of these Terms and Conditions.
Warranty Disclaimer; Limitation of Liability
You use the services solely at your own risk. The services are provided on an “as is” and “as available” basis. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our services or verify the identity of our users. To the fullest extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
Notwithstanding anything to the contrary in this agreement and to the maximum extent permitted by law:
- ESG is not liable to the Expert in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, lost time or good will, howsoever arising, whether in contract, tort (including negligence), strict liability or otherwise.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Republic of India. The parties agree to submit to the non-exclusive jurisdiction of the Courts of New Delhi.
If a dispute arises out of or relating to these Terms and Conditions the relevant parties shall attempt to resolve the matter by mediation before litigation.
Unless otherwise agreed between the Expert and Client, if a dispute arises in relation to the Consultation, the Expert shall attempt to resolve that dispute with the Client, by mediation between before litigation.
Nothing in this paragraph limits the rights of ESG to seek or obtain urgent interlocutory or interim relief.
Termination and Suspension
ESG or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to ESG.
ESG reserves the right to suspend your profile or cancel your registration as an Expert, at any time, on ESG forming the view in its absolute discretion that ESG’s brand, operations (including the Site, any blogs or membership) or business (including its Client’s, partners or affiliates) may be adversely affected or harmed as a result of your continued registration as an Expert.
Assignment and Subcontracting
The Expert must not subcontract, transfer or assign these Terms and Conditions (or the benefit of the relationship with ESG) without ESG’s prior written consent.
ESG may at any time novate, assign, transfer, mortgage, charge or deal in any other way with these Terms and Conditions (or part thereof) or grant or confer the benefit of any right arising under these Terms and Conditions.
If a particular term of these Terms and Conditions is not enforceable, it should be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have.
A failure by any Party to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
Any translation of these Terms and Conditions or our other documentation is provided for your convenience only and the English version will govern.
These Terms and Conditions constitute the entire agreement between the Expert and ESG with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).
We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: http://esg-intelligence.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an ESG Expert. If you continue to participate as an Expert after any modification becomes effective, then your participation will constitute acceptance of such modification.