Terms and Conditions

Preamble and Acceptance

These Terms and Conditions (the “Terms“) are entered into between:

Talyro Global LLC, a limited liability company licensed in the Sharjah Media City (Shams) free zone in the Emirate of Sharjah, United Arab Emirates, with its registered address at Sharjah Media City, Sharjah, United Arab Emirates, which operates the ESG Rated platform at esgrated.com (“ESG Rated“, “we“, “us“, or “our“); and you, the person or entity that places an Order for, subscribes to, accesses, or uses the Services (the “Customer“, “you“, or “your“).

ESG Rated and the Customer are each a “party” and together the “parties“.

By clicking “I agree” (or a similar control), by signing an Order, or by accessing or using the Services, you agree to be bound by these Terms. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. The parties agree that acceptance by electronic means, and the electronic records of that acceptance (including user identity, timestamp, and Terms version), are valid, admissible, and binding under Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

These Terms are entered into in the course of business. The Customer acknowledges that it is contracting as a business and not as a consumer, under Federal Law No. 15 of 2020 on Consumer Protection and Cabinet Decision No. 66 of 2023. The Services are a paid business-to-business product.

If you do not agree to these Terms, do not access or use the Services.

1. Definitions

In these Terms, the following capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.

1.1 “Agreement” means these Terms together with each Order, the DPA, and any policies or documents expressly incorporated by reference.

1.2 “Analyst” means a person engaged by ESG Rated to review Evidence and apply the Methodology.

1.3 “Appeal” means a request by the Customer under clause 12 for an uninvolved Analyst to re-evaluate a Rating on the basis of additional or corrected Evidence.

1.4 “Assessment” means the analyst-reviewed process by which ESG Rated applies the Methodology to Evidence to produce a Rating.

1.5 “Badge” means the tier label (for example, Platinum, Gold, Silver, Bronze, Assessed, or Committed) generated by ESG Rated and served dynamically as a live link to the current Scorecard. A Badge shows the live tier and Verification Level and is not a static image.

1.6 “Business Day” means a day, other than a Saturday, Sunday, or a public holiday in the Emirate of Sharjah or the United Arab Emirates, on which banks are generally open for business in Sharjah.

1.7 “Certificate File” means a downloadable or shareable file that ESG Rated may make available and that may carry the word “certificate” only as the name of that file. A Certificate File is not a certification and does not attest to or certify anything (see clause 3).

1.8 “Confidential Information” means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential, including the Methodology, Fees and contract value, Submitted Evidence, and business and technical information.

1.9 “Controversy” means an adverse event, allegation, finding, or pattern of conduct relevant to a Rated Entity’s ESG performance, identified through independent regulatory, news, registry, or similar monitoring (and never solely from a company’s own submission), and assigned a severity level from S1 (minor) to S5 (severe).

1.10 “Customer” has the meaning given in the Preamble, and where the context requires includes the Rated Entity.

1.11 “Customer Data” means all data, documents, and materials that the Customer submits to, or makes available through, the Services, including Submitted Evidence and the Customer’s account and platform-usage data.

1.12 “Decay” means the automatic reduction in a data point’s Verification Level, or the downgrade or suspension of a Rating, that occurs as Evidence ages, Scope Coverage lapses, or mandatory data is not refreshed, as described in clause 14.

1.13 “Disclosure and Transparency Band” means the cross-cutting measure, expressed from 0 percent to 100 percent, of the transparency of a Rated Entity’s disclosures. It is not a scored dimension and adds no points to the Performance Score.

1.14 “DPA” means the data processing addendum agreed between the parties or made available by ESG Rated, which governs the processing of personal data in connection with the Services.

1.15 “Effective Date” means the earlier of the date the Customer first accepts these Terms and the start date stated in the first Order.

1.16 “Evidence” means data, documents, records, connected primary-data feeds, and other materials used in an Assessment, including Submitted Evidence and information obtained from independent third-party sources.

1.17 “Fees” means all amounts payable by the Customer for the Services under the Agreement, as set out in each Order.

1.18 “Force Majeure” means an event beyond a party’s reasonable control, as described in clause 24.

1.19 “Greenwashing Flag” means the marker described in clause 6.5 that indicates a mismatch between a Rated Entity’s Performance Score and the evidentiary backing or transparency of that score.

1.20 “Intellectual Property Rights” or “IP Rights” means patents, copyrights, database rights, trade marks, design rights, trade secrets, know-how, and all other intellectual property rights, whether registered or not, anywhere in the world.

1.21 “Methodology” means ESG Rated’s published, semantically versioned rating methodology (for example, Methodology v1.2), including its scoring model, Verification Level rules, and Badge rules, together with its public changelog, as updated from time to time.

1.22 “Order” means an order form, online checkout, or written agreement under which the Customer subscribes to a Plan and the Services.

1.23 “Performance Score” means the score from 0 to 100 that expresses how well a Rated Entity performs on ESG, and that drives the Badge.

1.24 “Plan” means one of the paid subscription plans: Proof, Publish, or Prime (with custom terms for large groups or buyer programs available on request).

1.25 “Pre-Assessment” means the unpublished, watermarked, self-service preview at the Declared (Level D) level described in clause 2.3. A Pre-Assessment is not a Rating.

1.26 “Published Rating Data” means a Rating, Scorecard, Badge, and related data that ESG Rated publishes or makes available on public profiles or to third parties.

1.27 “Rated Entity” means the company or organization that is the subject of a Rating.

1.28 “Rating” means the independent opinion produced by ESG Rated on a Rated Entity’s ESG performance and its evidentiary backing, expressed through the Performance Score, the Verification Level, the qualifiers (including the Trajectory), and the Scorecard. A Rating is an opinion at a point in time and is not a certification, audit, or assurance engagement (see clause 3).

1.29 “Scope Coverage” means the percentage of a group or organization covered by a Rating.

1.30 “Scorecard” means the primary public artifact and profile that expresses a Rating (also referred to as “the Rating”). The Scorecard carries the mandated disclaimer in clause 3.2.

1.31 “Services” means the Assessment, the Rating, the Scorecard, the Badge, the Certificate File, continuous surveillance, and access to the ESG Rated platform and features made available under the Customer’s Plan.

1.32 “Statistical Data” means aggregated, de-identified, or anonymized data derived by ESG Rated from use of the Services and from Evidence, which does not identify the Customer or any Rated Entity without consent.

1.33 “Term” means the term of the Agreement, as described in clause 20.

1.34 “Trajectory” means the qualifier indicating whether a Rated Entity’s performance is improving, stable, or declining, or is a baseline year.

1.35 “Under Review” means the public status flag that ESG Rated may apply to a Rating during surveillance, including following a Controversy, as described in clause 14.

1.36 “Updates” means changes, enhancements, modifications, or new features that ESG Rated makes to the platform or Services.

1.37 “User” means any person to whom the Customer grants access to the platform under the Customer’s account.

1.38 “Verification Level” means the letter grade from A to E that describes the evidentiary basis and assurance provenance of the data underlying a Rating, as defined in clause 4.

2. The Services

2.1 ESG Rated provides a paid, analyst-reviewed ESG assessment service. The Services produce a Rating, expressed through a Performance Score, a Verification Level, qualifiers (including the Trajectory), a Scorecard, a Badge, and (where made available) a Certificate File. The Services include continuous surveillance of Ratings and access to the ESG Rated platform in accordance with the Customer’s Plan.

2.2 No free tier. Every Rating is paid and is reviewed by a human Analyst. The Services are offered under three paid Plans: Proof, Publish, and Prime. Custom terms for large groups or buyer programs are available on request. The scope and features of each Plan are set out in the applicable Order and in ESG Rated’s published Plan descriptions.

2.3 Pre-Assessment. Any Pre-Assessment is made available free or at the price stated at sign-up, on an “as is” and “as available” basis, and is excluded from all warranties and from any availability commitment. A Pre-Assessment is unpublished and watermarked, sits at the Declared (Level D) level, carries no Badge, is not a Rating or a rated product, and must not be presented as a Rating. ESG Rated may modify, limit, or withdraw the Pre-Assessment feature at any time without notice. Data submitted for a Pre-Assessment is Submitted Evidence and is governed by clauses 8, 22, and 23.

2.4 Availability. ESG Rated will use commercially reasonable efforts to keep the platform available. The platform is provided on an “as available” basis. ESG Rated does not commit to any specific uptime percentage or service level unless expressly agreed in writing in an Order. [AVAILABILITY COMMITMENT, IF ANY]. Scheduled maintenance, and changes to Ratings arising from surveillance, corrections, Decay, or Controversies, are excluded from any availability measure and are a normal part of the Services.

2.5 Support. ESG Rated provides support for the platform through the channels and at the response targets described in the Customer’s Plan or the applicable Order. Support levels are not a warranty of availability and are subject to clause 13.

2.6 ESG Rated may enhance, modify, or retire platform features through Updates. ESG Rated may change the Methodology in accordance with clause 5.

3. Nature of a Rating: Opinion, Not Advice, Certification, Audit, or Assurance

3.1 A Rating is an independent opinion at a point in time. A Rating is not, and must not be represented as:

(a) investment, financial, legal, tax, accounting, or compliance advice;

(b) a recommendation to buy, sell, hold, contract with, or deal with any person or security;

(d) an audit; or

(e) a regulated assurance or attestation engagement.

3.2 Every Scorecard carries the following mandated disclaimer:

“This Scorecard reflects the independent opinion of ESG Rated as of [date] under Methodology v[X.Y]. It is a rating, not a certification, audit, or assurance engagement.”

3.3 ESG Rated does not certify, guarantee, attest to, or assure any Rated Entity’s ESG performance, compliance, or conduct. ESG Rated does not describe its own activity as certifying any person, and the word “certifies” does not describe what ESG Rated does.

3.4 A Rating reflects the Methodology applied to the available Evidence as at the Assessment date. A Rating may change, and is subject to continuous surveillance under clause 14. No person should rely on a Rating for a regulatory filing, an assurance requirement, or any high-stakes decision without independent verification.

3.5 No fiduciary, advisory, agency, auditor-client, or attorney-client relationship arises between ESG Rated and any person from a Rating or from use of the Services.

3.6 Where a Rating references third-party assurance (for example, a Verification Level A data point), that assurance was performed by an accredited independent third party and not by ESG Rated. ESG Rated’s role is limited to reviewing the third party’s statement. ESG Rated does not extend or adopt the third party’s assurance.

3.7 ESG Rated provides its Ratings as analytical opinions and products. A Rating is not a regulated credit rating. Where any regulatory status applies to ESG Rated in a given market, it is disclosed as required on the Scorecard or on a disclosure page ESG Rated designates, and no statement by ESG Rated may be read as implying endorsement by any regulator.

4. Verification Levels (A to E) and Their Meaning

4.1 Each Rating carries an overall Verification Level, a letter from A to E, shown beside the Performance Score. The Verification Level describes the evidentiary basis and assurance provenance of the underlying data. It is not a quality grade and not a pass or fail mark. It does not add to or subtract from the Performance Score, and it does not convert a Rating into a certification or an audit by ESG Rated.

4.2 The Verification Levels are:

(a) A (“Independently Assured, third party”): the underlying data was independently audited or assured by an accredited third party (for example, under a reasonable-assurance standard such as ISAE 3410), and ESG Rated reviewed that third party’s published statement. ESG Rated does not perform, adopt, or extend the audit or assurance. Any reference to “audited” or “assured” on a Level A artifact refers solely to the named accredited third party and its statement, and never to ESG Rated.

(b) B (“Verified”): Evidence reviewed line by line by Analysts, or drawn from connected primary data such as a utility, ERP, or HRIS feed.

(c) C (“Reviewed”): self-reported data that an Analyst has sense-checked for consistency and plausibility. Level C is the paid floor: Analyst review is included in every paid Rating.

(d) D (“Declared”): self-reported data that has not been independently checked. Declared data points may appear within a published Rating but cannot support a public Badge (see clause 4.4); a Rating composed solely of Declared data is available only as an unpublished self-service Pre-Assessment.

(e) E (“Estimated”): data that is modelled or inferred where primary data is unavailable.

4.3 The overall Verification Level is determined on a non-compensatory basis. It is the highest level “L” such that at least 80 percent of materiality-weighted data points sit at level “L” or better. Letters are never averaged. The overall level is capped at C where Scope Coverage is below 75 percent, and at B where Scope Coverage is below 90 percent.

4.4 Data at Level D or E cannot support any public Badge.

4.5 Language rule. Below Level A, ESG Rated does not use the words “audited”, “assured”, or “certified” on any artifact. ESG Rated never states that it audited, assured, or certified a company. Where an artifact refers to Level A, it attributes the audit or assurance to the accredited third party.

4.6 ESG Rated may reassess the applicable Verification Level as Evidence changes, including through Decay under clause 14. The Customer must not misrepresent its Verification Level, for example by presenting “Estimated” or “Declared” data as at Level A or as “Verified”.

5. Methodology and Changes

5.1 The Methodology is published in full and is semantically versioned, with a public changelog. Each Rating states the Methodology version used.

5.2 ESG Rated may update the Methodology. Material changes carry a grandfathering window as described in the Methodology, so that existing Ratings are transitioned in an orderly way.

5.3 ESG Rated determines Ratings solely by applying the Methodology to Evidence. The two signals, the Performance Score and the Verification Level, are independent by construction: verification never adds or subtracts Performance Score points. Verification only (a) decides which Evidence is admissible, (b) sets the A-to-E letter, and (c) gates which Badge may display.

6. Badge, Scorecard, and Display Licence

6.1 Subject to the Customer’s continued compliance with the Agreement and payment of Fees, ESG Rated grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to display, during the period a Rating is current:

(a) the Badge, which must link live to the current Scorecard and be served dynamically by ESG Rated; and

(b) the Scorecard.

6.2 The displayed Badge is capped by the Verification Level gate: the Badge shown is the lower of (i) the tier implied by the Performance Score band and (ii) the highest tier permitted at the current Verification Level. Verification never changes the Performance Score itself. The numeric Performance Score is always shown together with its Verification Level and Badge in the same view. The numeric score is never shown on any surface (Badge, Scorecard, shareable file, API, or embed) without its Verification Level letter and Badge in that same view.

6.3 The Customer must not:

(a) alter the Badge, Scorecard, Performance Score, band, Verification Level, or any qualifier;

(b) present a static screenshot as if it were the live Rating;

(c) use any artifact in a way that implies a certification, or an endorsement by ESG Rated beyond the opinion expressed in the Rating; or

(d) present a superseded, expired, capped, suspended, “Under Review”, or withdrawn Rating as current.

6.4 The Certificate File is a downloadable file named “certificate” only as a filename. It is not a certification and is subject to the same display rules as the Scorecard. The verb “certify” or “certifies” and the phrase “valid until” must not be used on any rated-entity artifact.

6.5 A Greenwashing Flag or “self-declared” marker may travel with a display where the Methodology requires it. The Customer must not remove or obscure such a marker.

6.6 Where the Methodology assigns a Disclosure and Transparency Band, it is shown on the Scorecard and must not be removed, altered, or obscured by the Customer.

6.7 On the expiry, supersession, suspension, “Under Review” status, withdrawal, or downgrade of a Rating, or on termination of the Agreement, the Customer must promptly cease displaying the affected Badge, Scorecard, and Certificate File, or display them only with the then-current status. ESG Rated may technically disable, update, or downgrade dynamically served Badges and Scorecards to enforce these rules, and status changes propagate to the live Badge and Scorecard.

6.8 The licence in this clause 6 is separate from the platform-access licence in clause 7.

7. Access Licence to the Platform

7.1 Subject to the Agreement, ESG Rated grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the platform for the Term, for the Customer’s internal business purposes, in accordance with the Customer’s Plan and the payment of Fees.

7.2 The Customer must not, and must not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the platform or the Methodology, except as expressly permitted;

(b) reverse-engineer, decompile, or disassemble any part of the platform, except to the extent this restriction is prohibited by law;

(d) resell, rent, sublicense, or otherwise make the Services available to any third party except as expressly permitted;

(e) build or assist in building a competing ESG rating, scoring, or benchmarking product; or

(f) use the Services or any output to train, fine-tune, or develop any model that competes with ESG Rated or replicates the Methodology.

7.3 The licence in this clause 7 is conditioned on payment and compliance, and may be suspended or terminated on breach or non-payment in accordance with clauses 19 and 20.

7.4 Users and account security. The Customer is responsible for all use of the platform under its account and by any User, including compliance with the Agreement. The Customer must keep credentials confidential, must not share seats beyond its Plan entitlement, and must promptly notify ESG Rated of any unauthorised access. The Customer is liable for its Users’ acts and omissions as if they were its own.

8. Intellectual Property Rights

8.1 As between the parties, ESG Rated owns all IP Rights in and to the platform, the Methodology, the scoring models, the Ratings, the Scorecards, the Badges, the Certificate Files, and all other materials made available through the Services. Except for the licences expressly granted, the Customer receives no rights in them.

8.2 The Customer retains ownership of its Customer Data. The Customer grants ESG Rated a worldwide, royalty-free licence to use, host, copy, process, and analyze the Customer Data to provide, maintain, and surveil the Rating, and, where published, to display the Rating and the Published Rating Data.

8.3 A Rating, and its expression through the Performance Score, band, Verification Level, qualifiers, Scorecard, and Badge, is ESG Rated’s intellectual property. The Customer may display it in accordance with clause 6 but may not alter it.

8.4 If the Customer provides suggestions, ideas, or other feedback about the Services (“Feedback“), the Customer grants ESG Rated a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, without restriction or obligation.

8.5 ESG Rated owns all Statistical Data on a perpetual and irrevocable basis and may use it for any lawful purpose, including improving the Services and producing benchmarks, provided that Statistical Data does not identify the Customer or any Rated Entity without consent.

9. Ordering, Fees, Invoicing, and Payment

9.1 The Customer subscribes to a Plan and the Services by placing an Order. Fees are set out in the applicable Order.

9.2 Fees are size-based and outcome-independent. Fees scale by only two levers: (a) the company-size band, and (b) expansion meters such as trading partners, seats, sites, or entities. Fees are never based on the Performance Score, the Verification Level, the Badge, or any outcome of the Assessment. Fees are flat, size-banded, and set before the Assessment.

9.3 Fees purchase scope, speed, distribution, and reporting only. Fees never affect the Performance Score. There is no pay-to-rescore, and there are no score-linked refunds.

9.4 Terms of engagement may be annual or three-year, as stated in the Order. Fees are billed in advance for each subscription period unless the Order states otherwise. Add-on services (for example, third-party assurance coordination, a branded verify link, buyer-questionnaire pre-fill (populating a buyer’s questionnaire with the Customer’s existing rated disclosure data only, and not answering on the Customer’s behalf), trading-partner packs, or additional seats, sites, or entities) are priced separately and are charged as set out in the Order.

9.5 Taxes. All Fees are exclusive of value added tax (VAT) imposed under Federal Decree-Law No. 8 of 2017 on Value Added Tax and Cabinet Decision No. 52 of 2017 (and any successor legislation), and of any other applicable taxes, duties, or levies. VAT and any such taxes are added at the prevailing rate and are payable by the Customer. ESG Rated will issue a compliant tax invoice for taxable supplies. Where, and only where, all conditions for zero-rating an export of services under Article 31 of the VAT Executive Regulations are satisfied, ESG Rated will apply zero-rating. The Customer acknowledges that zero-rating is not available merely because the Customer is established outside the UAE, and that ESG Rated may charge VAT at the standard rate where the conditions are not met. If any tax authority determines that VAT was chargeable on a supply treated as zero-rated or exempt, the Customer will pay that VAT on demand.

9.6 The Customer must pay each undisputed invoice within [PAYMENT TERM, e.g. 30 days] of the invoice date, in the currency and by the method stated in the Order.

9.7 Late payment. If the Customer fails to pay an undisputed amount when due, ESG Rated may (a) charge interest on the overdue amount at [INTEREST RATE] from the due date until payment, provided that such interest will not exceed the maximum rate permitted under the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022) and applicable UAE law, and/or (b) suspend the Customer’s access to the platform and the dynamic serving of the Badge and Scorecard, until the amount is paid. Non-payment does not entitle the Customer to a refund of Fees for work already performed.

9.8 Independence in Fees. Analysts are blind to what a Customer pays. Contract value and Fees are ring-fenced from Analysts, and sales staff must not contact Analysts about an in-flight Assessment. Appeals are free. See also clauses 12 and 22.4.

10. Refunds and Cancellation

10.1 Except as expressly stated in an Order or required by applicable law, Fees are non-refundable. In particular, there are no refunds linked to a Performance Score, Verification Level, or Badge outcome.

10.2 Any refund, cancellation, or pro-ration terms are as set out in the applicable Order or in ESG Rated’s published policy. [REFUND AND CANCELLATION POLICY].

10.3 As the Customer contracts in the course of business and not as a consumer, no statutory consumer cooling-off period applies under Federal Law No. 15 of 2020 on Consumer Protection and Cabinet Decision No. 66 of 2023. Cancellation and renewal are governed by the Agreement.

11. Ownership and Accuracy of Evidence; Customer Responsibilities

11.1 The Customer is responsible for the accuracy, completeness, and lawfulness of its Submitted Evidence, and for its own configuration and use of the Services.

11.2 The Customer warrants that its Submitted Evidence is accurate and not misleading, that it is lawful and does not infringe any third party’s rights, and that the Customer has the right to submit it.

11.3 The Customer must not misuse the Services, the Ratings, Badges, Scorecards, or Certificate Files. Without limitation, the Customer must not misrepresent its Verification Level or status, or present a superseded, expired, capped, suspended, “Under Review”, or withdrawn Rating as current (see clauses 4, 6, and 14).

11.4 The Customer must comply with all applicable laws in its use of the Services, including anti-fraud, anti-bribery, sanctions, and export-control laws.

11.5 ESG Rated is not liable for outcomes driven by Evidence that is inaccurate, incomplete, unlawful, or misrepresented by the Customer.

12. Independence, Corrections, and Appeals

12.1 Appeals are always free. The Customer may submit an Appeal by providing additional or corrected Evidence. An Analyst who was not involved in the original Assessment will re-evaluate the Rating within 30 days.

12.2 There is no pay-to-rescore, and no paid means of expediting or improving an outcome. A Plan may affect the speed, scope, distribution, and reporting of the Services (timing and features only), but never the Performance Score.

12.3 ESG Rated also operates a process to correct factual errors in Evidence within a reasonable time.

12.4 An Appeal or correction may result in a Rating going up, down, or staying unchanged. An Appeal does not guarantee a favourable outcome.

12.5 Analysts are blind to contract value. Assessment outcomes are determined solely by the Methodology and the Evidence.

12.6 No conflicting services. ESG Rated does not sell improvement consulting, advisory services, RFP or buyer-questionnaire answering, or score-improvement services to companies it rates. Providing Scorecard feedback and system-generated disclosure exports as part of the rating output is permitted and is not consulting.

13. Warranties and Disclaimers

13.1 ESG Rated warrants that it will perform the Services with reasonable skill and care and in accordance with the published Methodology.

13.2 Except as expressly stated in the Agreement, and to the fullest extent permitted by law, the Services and all Ratings are provided “as is” and “as available”. ESG Rated does not warrant that:

(a) any particular Performance Score, Verification Level, band, Badge, or outcome will be achieved;

(b) the Services or any Rating will be uninterrupted, timely, error-free, complete, or fit for any particular purpose; or

13.3 Ratings depend on the accuracy and completeness of the Evidence, including Submitted Evidence.

13.4 A Rating is not suitable as the sole basis for any investment, lending, procurement, regulatory, or other high-stakes decision, and must not be used as a substitute for independent due diligence or a regulated assurance engagement.

13.5 All warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law.

14. Continuous Surveillance, Decay, and Controversies

14.1 A Rating is continuous and is kept under review. Each Scorecard states that the Rating is under continuous surveillance, that current status is always available at the Scorecard URL notified to the Customer, that the Rating is superseded automatically on re-rating, and that it lapses 12 months after the rating date if no reassessment occurs. A full reassessment is mandatory every 12 months.

14.2 Decay. Any data point older than 15 months automatically drops one Verification Level. If Scope Coverage falls below a Badge’s gate, the Badge is downgraded publicly. Mandatory KPIs must be refreshed annually; if they are not, the Rating shows “Suspended, data withheld”. A withdrawn Rating shows “Withdrawn, no longer monitored as of [date]” and is never silently removed.

14.3 Controversies. ESG Rated screens for Controversies through independent regulatory, news, registry, and similar monitoring (never solely from company submission), and assigns a severity from S1 (minor) to S5 (severe). Without limitation:

(a) S1 or S2: logged and monitored; no public flag or cap is applied unless the Controversy escalates;

(b) S3 or higher: a public “Under Review” flag is applied within 5 Business Days, and Badge issuance or renewal is frozen;

(d) S5: the overall Rating is capped at Bronze, and the Scorecard is suspended pending response.

The Customer’s response service level is 15 Business Days, and Analyst resolution is 30 days. Flags and resolutions are dated publicly. Deductions decay on remediation evidence, not on the passage of time. A parent-level Controversy triggers an S2 review of any subsidiary Rating.

14.4 ESG Rated may update, flag “Under Review”, cap, suspend, or withdraw a Rating in its reasonable analytical judgement, as Evidence ages, Scope Coverage lapses, or a Controversy is identified. ESG Rated may take these actions without the Customer’s consent and, where warranted, without prior notice. Status changes propagate immediately to the live Badge and Scorecard, and affect the display licence in clause 6.

14.5 Customer duties during surveillance. The Customer must keep its Evidence current, maintain Scope Coverage, and not obstruct surveillance. The Customer must notify ESG Rated of any material adverse event within 30 days. Failure to notify may result in public suspension of the Rating.

15. AI Disclaimer

15.1 The platform uses a versioned AI extraction engine to extract and analyze Evidence, together with human Analyst review. AI use is disclosed.

15.2 Any data point that feeds a Verification Level of A or B is fully human-reviewed and logged. Human Analyst review is included in every paid Rating. Fields that fall below the published accuracy thresholds are routed to manual entry.

15.3 AI-generated extractions and suggestions are provided “as is” and are an input to, not a replacement for, Analyst judgement. AI does not itself issue a Rating. ESG Rated does not warrant that AI outputs are free from error or omission.

15.4 ESG Rated may improve, retrain, revalidate, or change its AI components. The Customer must not use the Services to reverse-engineer ESG Rated’s models or to train a competing model.

16. Beta and Experimental Features

16.1 ESG Rated may make beta or experimental features available (for example, new indicators, tools, or previews). Such features are provided “as is”, may be changed or discontinued at any time without notice, and are excluded from all warranties and from any availability commitment.

16.2 Beta or experimental outputs may not reflect the production Methodology and must not be relied upon or published as a Rating.

17. Liability

17.1 Nothing in the Agreement excludes or limits either party’s liability where, and to the extent that, such exclusion or limitation is prohibited by the laws of the United Arab Emirates, including: (a) liability for a harmful act (tort) that may not be excluded under Article 296 of the UAE Civil Code (Federal Law No. 5 of 1985); (b) fraud, deceit, or fraudulent misrepresentation; (c) gross fault, gross negligence, or wilful misconduct; and (d) death or personal injury caused by negligence. The parties acknowledge that, under Article 390 of the UAE Civil Code, a UAE court may adjust any agreed measure or limit of compensation to correspond to the actual loss suffered.

17.2 Subject to clause 17.1, and to the fullest extent permitted by law, neither party is liable to the other for any:

(a) indirect, special, or consequential loss;

(b) loss of profit, revenue, business, anticipated savings, data, goodwill, or reputation; or

in each case whether arising in contract, tort (including negligence), or otherwise, and whether or not foreseeable.

17.3 Subject to clause 17.1, and to the fullest extent permitted by law, each party’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, is limited to the total Fees paid by the Customer to ESG Rated under the Agreement in the 12 months preceding the event giving rise to the claim. The parties intend this limit to apply to the fullest extent permitted by UAE law. Where a UAE court determines under Article 390 of the UAE Civil Code that compensation should correspond to the actual loss suffered, this clause records the parties’ agreed pre-estimate and allocation of risk, to which the court is invited to have regard.

17.4 A Rating is an opinion. ESG Rated is not liable for any decision made by the Customer or by any third party in reliance on a Rating.

17.5 The parties acknowledge that limitation and prescription periods for claims under or in connection with the Agreement are governed by mandatory UAE law, including Article 473 of the UAE Civil Code and any applicable period under the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022), and may not be varied by agreement. Each party will use reasonable efforts to notify the other of any claim promptly after becoming aware of the facts giving rise to it.

18. Indemnities

18.1 ESG Rated will defend the Customer against any third-party claim that the platform, as provided by ESG Rated and used in accordance with the Agreement, infringes that third party’s IP Rights, and will indemnify the Customer against damages finally awarded in respect of such a claim. This obligation does not apply to claims arising from (a) the Customer’s modifications, (b) misuse of the Services, (c) combination of the Services with items not provided or approved by ESG Rated, or (d) Submitted Evidence.

18.2 The Customer will defend and indemnify ESG Rated against any claim arising from (a) the Submitted Evidence, (b) the Customer’s misuse or misdisplay of any Rating, Badge, Scorecard, or Certificate File, (c) the Customer’s misrepresentation of its Verification Level or status, or (d) the Customer’s breach of the display licence in clause 6 or of the Agreement.

18.3 The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party control of the defence and settlement (provided any settlement that imposes an obligation on the indemnified party requires that party’s consent), and provide reasonable cooperation. The indemnified party must not admit liability or settle the claim without the indemnifying party’s prior written consent.

19. Suspension

19.1 ESG Rated may suspend the Customer’s access to the platform, the Services, or the dynamic serving of the Badge and Scorecard, in whole or in part, where:

(a) the Customer fails to pay an undisputed amount when due;

(b) the Customer breaches the Agreement, including any misuse of the Services or artifacts;

(d) a suspension is required to comply with law, or to address a security, sanctions, or anti-fraud risk.

19.2 ESG Rated will, where practicable, give notice of a suspension and will restore access promptly once the cause is resolved. Suspension does not entitle the Customer to a refund.

20. Term, Renewal, and Termination

20.1 The Agreement begins on the Effective Date and continues for the initial term stated in the Order (the “Initial Term“). Unless an Order states otherwise, the Agreement then automatically renews for successive periods equal to the Initial Term, unless either party gives written notice of non-renewal in accordance with clause 26.8 at least [30] days before the end of the then-current period. Renewal is at ESG Rated’s then-current Fees, of which ESG Rated will give notice at least [45] days before renewal; a Fee increase notified less than [45] days before renewal takes effect only from the following renewal.

20.2 Either party may terminate the Agreement on written notice if the other party commits a material breach that is not cured within 5 Business Days of notice (or, where the breach cannot be cured, immediately).

20.3 ESG Rated may terminate the Agreement immediately on written notice (or suspend under clause 19) if the Customer (a) misuses the Services or artifacts, (b) becomes insolvent or is subject to insolvency proceedings, or (c) triggers a sanctions, anti-fraud, or unlawful-conduct concern.

20.4 Effect of termination or expiry on a Rating. On termination or expiry of the Agreement, the display licence in clause 6 ends, and the Badge, Scorecard, and Certificate File cease to be served or must not be shown as current. A Rating may be withdrawn, marked as withdrawn or expired, or transitioned. ESG Rated may retain and continue to publish Published Rating Data and Statistical Data as permitted by clause 21, and may continue surveillance where a Rating remains published.

20.5 On termination or expiry, ESG Rated will return or delete Customer Data within 30 days, subject to (a) any legal or regulatory retention requirement, and (b) ESG Rated’s right to retain Published Rating Data and Statistical Data as permitted by the Agreement.

20.6 Any clause that by its nature should survive termination or expiry survives, including clauses 3, 6 (as to post-termination restrictions), 8, 10, 11, 12, 13, 14 (as to Ratings that remain published), 17, 18, 21, 22, 23, 25, and 26.

21. Publicity and Publication of Ratings

21.1 ESG Rated may publish, display, and syndicate Ratings, Scorecards, Badges, and Published Rating Data, including on public profiles and to third parties, in accordance with the Methodology and the Agreement. This includes publishing a Rating that is capped, suspended, “Under Review”, or withdrawn, with its then-current status.

21.2 The existence, or former existence, of a Rating, and the record that a Rating was issued, do not depend on continued payment. ESG Rated will define, in accordance with the Methodology, what persists on public profiles after termination and what is de-listed, subject to surveillance status.

21.3 ESG Rated may reference the Customer as a Rated Entity. The Customer’s use of ESG Rated’s name and marks is limited to the Badge and Scorecard display licence in clause 6.

21.4 The Customer must not make any misleading public statement about its Rating, Performance Score, Verification Level, Badge, or status, and must not present a superseded, expired, or withdrawn Rating as current.

21.5 ESG Rated publishes Ratings, Controversy flags, and status changes as expressions of its independent, good-faith analytical opinion, based on identified Evidence and applied Methodology, and in what it considers the legitimate public interest in transparent ESG information. ESG Rated maintains a documented right-of-reply, correction, and appeal process (clauses 12 and 14). Nothing in the Agreement authorises the publication of any statement of fact known to be false, and ESG Rated’s publication rights are exercised subject to applicable UAE law, including the Penal Code (Federal Decree-Law No. 31 of 2021) and the law on combating rumours and cybercrime (Federal Decree-Law No. 34 of 2021).

22. Confidentiality

22.1 Each party may use the other party’s Confidential Information only to perform the Agreement, and must protect it with the same care it uses for its own confidential information (and at least reasonable care).

22.2 Confidential Information does not include information that (a) is or becomes public without breach, (b) was already known to the receiving party without a duty of confidence, (c) is independently developed without use of the Confidential Information, or (d) is lawfully received from a third party without a duty of confidence.

22.3 A party may disclose Confidential Information to the extent required by law, a court, or a regulator, provided it gives reasonable prior notice where lawful.

22.4 Special handling. Analysts’ access to Fees and contract value is restricted, in support of the independence commitments in clauses 9 and 12. Submitted Evidence is treated as Confidential Information, except to the extent it is reflected in a Published Rating.

22.5 Confidentiality obligations survive termination or expiry.

23. Data Protection

23.1 Each party will comply with applicable data protection law, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (the UAE Personal Data Protection Law, or “PDPL“), and any applicable free-zone data-protection regime, in connection with the processing of personal data under the Agreement.

23.2 The processing of personal data is governed by the DPA and by ESG Rated’s Privacy Policy, each of which is incorporated into the Agreement by reference. Where the DPA conflicts with these Terms in relation to personal data, the DPA prevails.

23.3 The DPA allocates the roles of controller and processor for personal data contained in Submitted Evidence and for platform usage data, and sets out security measures, breach-notification commitments, sub-processing, and the lawful basis for any cross-border transfer of personal data.

23.4 Personal data is distinct from ESG Evidence. The Agreement and the Privacy Policy describe the lawful basis on which ESG Rated publishes Ratings and any personal data contained in them.

23.5 To the extent the Services involve processing of personal data governed by the PDPL, and pending the issuance and entry into force of the PDPL Executive Regulations, ESG Rated processes such personal data on the lawful bases set out in the PDPL, including the performance of the Agreement and ESG Rated’s legitimate interest in producing and publishing independent ESG Ratings in the public interest. Any cross-border transfer of personal data is made only on a basis permitted by the PDPL. Where no separate DPA has been executed, this clause and the Privacy Policy govern such processing until a DPA is agreed.

24. Force Majeure

24.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent the failure or delay is caused by a Force Majeure event, including act of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, government action, failure of utilities or telecommunications, or failure of third-party infrastructure.

24.2 The affected party must notify the other party and use reasonable efforts to mitigate. If the Force Majeure event continues for more than 28 days, either party may terminate the affected Services on written notice.

25. Third Parties

25.1 Except as expressly stated, no person who is not a party to the Agreement has any right to enforce it, subject to any mandatory rule of UAE law.

25.2 A third party that relies on a published Rating does so at its own risk and acquires no rights against ESG Rated.

25.3 Third-party and open-source components used in the platform are governed by their own licences. Third-party assurance providers (Verification Level A) are independent and are not agents of ESG Rated.

26. Miscellaneous

26.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and agreements. The Customer has not relied on any statement not set out in the Agreement.

26.2 Order of precedence. If there is a conflict, the following order applies, from highest to lowest: (a) the Order; (b) these Terms; (c) the DPA (except that the DPA prevails on matters of personal data processing); and (d) any other policy incorporated by reference.

26.3 Amendments. ESG Rated may amend these Terms on at least 30 days’ notice. Continued use of the Services after the notice period constitutes acceptance. If the Customer objects to a material amendment before it takes effect, the Customer may terminate the affected Services on notice before the amendment’s effective date, without penalty for the unexpired period. The Methodology may be updated as described in clause 5.

26.4 Assignment. ESG Rated may assign or transfer the Agreement, in whole or in part. The Customer may not assign or transfer the Agreement without ESG Rated’s prior written consent.

26.5 Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary, or severed, and the remaining provisions continue in force.

26.6 Waiver. A failure or delay in exercising a right is not a waiver of it.

26.7 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

26.8 Notices. Notices must be in writing and sent to the parties’ registered addresses or to the email addresses stated in the Order or the ESG Rated account (for ESG Rated, support@esgrated,com. A notice is deemed received: (a) if delivered by hand, on delivery; (b) if sent by pre-paid courier, two Business Days after posting; and (c) if sent by email, at the time of transmission, provided no bounce or delivery-failure message is received and, if sent after 5pm on a Business Day or on a non-Business Day, at 9am on the next Business Day. Notices of legal proceedings may not be given by email alone.

26.9 Compliance with laws, export, and sanctions. Each party represents that it will comply with all applicable anti-bribery, anti-corruption, sanctions, and export-control laws in connection with the Agreement, and that neither it nor its principals are a sanctioned person.

26.10 Language. These Terms are provided in English. Where an Arabic version is required, or where these Terms are submitted to a UAE court or authority, an Arabic translation will be provided. In the event of a conflict between the English and Arabic versions in proceedings before the UAE courts, the Arabic version prevails to the extent required by UAE law.

26.11 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation, is governed by the federal laws of the United Arab Emirates, including the Civil Code (Federal Law No. 5 of 1985) and the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022), as applied by the competent courts of the Emirate of Sharjah.

26.12 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the competent courts of the Emirate of Sharjah, United Arab Emirates, in respect of any dispute or claim arising out of or in connection with the Agreement. The parties acknowledge that ESG Rated (Talyro Global LLC) is licensed in the Sharjah Media City (Shams) free zone, that Sharjah free zones such as Shams do not maintain a separate court system, and that any dispute accordingly falls to the onshore courts of the Emirate of Sharjah (or the UAE Federal Courts where jurisdiction so provides).