Software-as-a-Service (SaaS) for the Environmental, Social and Governance (“ESG”)
The ESG Services are a company related product. If you are a natural person, this Agreement will not apply and TSN will not be bound to the provision of the Services.
The present General Terms and Conditions (together with the Special Terms and Conditions, the “Agreement”) govern the use of the Software-as-a-Service (SaaS) branded The Sustainability Network for the ESG services (“Services”), as of the [Insert Date], (“Effective Date”), provided by TSN – The Sustainability Network, Unipessoal Lda., a company incorporated under the laws of Portugal, having its head office at Av Liberdade 129B, 1250-140 Lisboa, with the share capital of € 5.000 dully subscribed, registered with the Companies Registry Office under the sole registry number and tax identification number PT518160947, (“TSN”) to (“Customer”).
The present General Terms and Conditions (together with the Special Terms and Conditions, the “Agreement”) govern the use of the Software-as-a-Service (SaaS) branded The Sustainability Network for the ESG services (“Services”),
Together referred as the “Parties”.
By accessing or using the Service, Customer agrees to be bound by this Agreement.
By using the Service, Customer acknowledges that has read, understood, and agreed to be bound by the Agreement.
1. Scope of the Agreement
1.1 The Customer is provided with access to a SaaS platform (Platform) for the purpose of assisting Client in managing its environmental, social, and governance initiatives. The Platform includes ESG in its business operations – the Services, which comprehend analytic tools for environmental information about Customer activities and results for Customer concerning applicable measures to improve results on environmental impact.
1.2 The Services may include data collection, analysis, reporting, and other related features, as described in the Special Conditions.
1.3 TSN remotely sets up the elements necessary for the correct operation of the Services.
1.4 The Services shall include any updates, maintenance and improvements carried out by TSN.
2. Customer Account
2.1 Customer shall create an account to access and use the Services and the Platform, using accurate, complete, and up-to-date information.
2.2 Customer is responsible for maintaining the confidentiality of their account credentials and for any activities that occur under their account.
2.3 Customer shall immediately notify TSN of any unauthorized use of their account or any other breach of security.
2.4 Customer shall not maliciously or intentionally cause any damage or harm that may undermine the Services, nor shall introduce or disseminate computer viruses or any other software that may cause alterations to the contents or systems of the Services.
3. Customer Obligations
3.1 Customer shall pay the price of the Services as defined in the Special Conditions.
3.2 Customer shall not use any of the data obtained from the Services, for any other purposes than those of the Agreement.
3.3 Customer shall comply with all applicable laws, regulations, and industry standards related to its own activity and industry sector and shall be solely responsible for obtaining any necessary permits or approvals for its operations.
4. Fees and Payments
4.1 All fees are expressed in EURO and Customer is responsible for the payment of all applicable taxes.
4.2 All payments shall be executed in accordance with the provisions of the Special Terms and Conditions.
5. Intellectual Property Rights
5.1 All the associated intellectual property rights to the Services are and shall remain the property of TSN.
5.2 Customer acknowledges that is granted a limited, non-exclusive, non-transferable right to use the Services for the duration of this Agreement.
6. Data Ownership and Confidentiality
6.1 Customer retains ownership of all data generated or uploaded to the Services, including all reports and ESG data.
6.2 TSN agrees not to use or disclose Customer’s data for any purpose other than providing the Services, except as required by law.
6.3 TSN may, however, use aggregated, non-identifiable data for statistical purposes and enhance of the Services.
7. Data Protection
7.1 TSN may process personal data provided by the Customer referred to its employees or collaborators in the context of the contractual relationship, namely concerning the login of specific users of the Services. In this context TSN will act a as data controller in the definition of the GDPR and the login contacts shall be used to manage access to the Plataform and security of data.
7.2 For more information on the privacy an use of personal data concerning this Agreement please check our privacy policy available at https://thesustainability.network/privacy.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, TSN global and cumulative liability for damages arising from or in connection to this Agreement, whatever the cause, is limited to the total fees paid in the preceding 12 months term, as of the facts arising in liability.
8.2 Customer agrees to indemnify and hold harmless the TSN from any claims, damages, or losses arising out of or in connection with Customer’s use of the Services in breach of this Agreement.
9. Term
The Agreement is valid for the period indicated in the Special Conditions, automatically renewed for identical periods except if one of the Parties opposes renewal with a pre-notice of 60 days to the initial Term or any subsequent renewal.
10. Termination
10.1 Either party may terminate this Agreement upon written notice if the other party fails to comply with any material provision of this Agreement.
10.2 Termination of this Agreement shall not relieve the Customer’s obligation to pay any fees due up to the date of termination.
11. Notices
All notices shall be performed on the dedicated Customer area on the Services platform.
12. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written.
13. Modification of the Agreement
13.1 TSN may modify this Agreement from time to time by providing notice to the Customer.
13.2 Customer’s continued use of the Service after the effective date of the modifications constitutes acceptance of the modified Agreement.
14. Governing Law and Dispute Resolution
14.1 This Agreement shall be governed by and construed in accordance with the laws of Portugal.
14.2 Any disputes arising out of or in connection with this Agreement shall be resolved through good-faith negotiations. If no resolution is reached, the dispute shall be submitted to the exclusive jurisdiction of the courts of Lisbon, the Parties hereby expressly waive any other jurisdiction.