Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and ESG Matrics and govern your access to and use of the ESG Matrics platform, websites, APIs, supplier portal, and related services (together, the “Service”). By creating an account, signing an order form, or otherwise accessing or using the Service, you agree to these Terms.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” and “Customer” refer to that entity. If you do not agree to these Terms, you must not use the Service.

Where you and ESG Matrics have signed a separate order form or master agreement, that document governs and these Terms apply to the extent they are not inconsistent with it.

Capitalised terms used in these Terms have the following meanings.

“Service”

The ESG Matrics carbon-compliance software and all related features, including the calculation engine, evidence vault, supplier portal, report builder, APIs, and documentation. See the platform overview for what the Service includes.

“Customer Data”

All data, files, activity data, emission factors you supply, supplier responses, evidence documents, and other content that you or your Authorized Users submit to or generate within the Service.

“Reports” / “Output”

The calculated emissions figures, confidence tiers, audit trails, and compliance reports the Service produces from your Customer Data.

“Authorized Users”

The individuals you permit to access the Service under your account — including your employees, contractors, and any auditors or advisers you invite.

“Suppliers”

Third parties you invite through the supplier portal to submit data used to calculate your Scope 3 emissions.

“Plan” / “Order”

The subscription you select, together with any order form or online checkout that sets your fees, term, and usage limits.

The Service is intended for business and organisational use, not for consumers. To register, you must be at least 18 years old and able to form a legally binding contract.

• You must provide accurate, current, and complete registration information and keep it up to date.
• You are responsible for safeguarding your credentials and for all activity that occurs under your account. We recommend enabling two-factor authentication.
• You are responsible for your Authorized Users’ and invited auditors’ compliance with these Terms, and for the acts and omissions of anyone who accesses the Service through your account.
• You must notify us promptly at legal@esgmatrics.com if you become aware of any unauthorised access to or use of your account.

We may refuse registration, or suspend or terminate an account, where we reasonably believe it is necessary to protect the Service, other customers, or to comply with law.

The Service is offered on a subscription basis. The features, facility limits, and scopes included in your subscription are described in your order form. Every subscription can produce reports for all four supported jurisdictions — EU CSRD, Singapore IFRS S2, UAE Federal Climate Law, and California SB 253/261 — from a single dataset; we do not charge per report or per framework.

Fees

Your fees are those stated in your order form or at checkout, and they govern your subscription for its then-current term.

Billing and renewal

• Unless your order form states otherwise, subscriptions are billed annually in advance. Fees are stated exclusive of taxes, which you are responsible for where applicable.
• Your subscription renews automatically for successive terms of the same length unless you cancel before the renewal date. You may cancel from the billing screen or by contacting us.
• Fees are non-refundable except where these Terms expressly provide otherwise or where a refund is required by law.
• You may upgrade at any time; added capacity is charged on a prorated basis. Downgrades take effect at the start of your next term.
• If a payment is overdue, we may suspend the Service after giving you reasonable notice and an opportunity to bring the account current.

Where a free trial or “start free” tier is offered, it is provided on an as-available basis and may be modified, ended, or converted to a paid plan at the end of the trial period.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not, and must not permit any Authorized User or Supplier to:

• Violate any applicable law or regulation, or infringe the intellectual property or privacy rights of others;
• Upload malware, or attempt to gain unauthorised access to the Service, other customers’ data, or our systems;
• Reverse engineer, decompile, or scrape the Service, except to the extent this restriction is prohibited by law or expressly permitted through our documented API;
• Resell, sublicense, or provide the Service to third parties as a service bureau without our written authorisation, or use it to build a competing product;
• Exceed or circumvent the usage limits of your Plan, or interfere with the integrity or performance of the Service;
• Submit Customer Data you do not have the right to submit, or knowingly submit false or misleading emissions data for use in a regulatory filing.

When using the supplier portal, you must only invite Suppliers with whom you have a genuine business relationship. You are responsible for the accuracy and lawfulness of the Customer Data you submit. We may remove content or suspend access where we reasonably believe these Terms have been breached.

As between the parties, you own all Customer Data and retain all rights, title, and interest in it. The Reports and Output generated from your Customer Data belong to you. We claim no ownership of your Customer Data or your Reports.

You grant ESG Matrics a limited, worldwide, non-exclusive licence to host, store, process, transmit, and display your Customer Data solely as needed to provide, secure, maintain, and improve the Service and to generate your Reports. We process Customer Data on your behalf and in line with the safeguards described on our security page — including encryption in transit and at rest and per-tenant isolation.

• We keep an append-only, immutable audit trail of changes so that any past report can be reproduced line by line. Where a jurisdiction requires it — for example, the UAE’s five-year retention rule — records are retained accordingly to support your compliance.
• We may use aggregated and de-identified data that does not identify you or any individual to operate, benchmark, and improve the Service, including its emission factors and calculation methods.
• You are responsible for having the rights and consents necessary to submit Customer Data, including data provided by your Suppliers.
• On termination, we make your Customer Data available for export for a limited period, after which it is deleted in line with our retention practices, subject to legal record-keeping obligations.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information; our non-public platform, pricing, and documentation are ours.

Each party will use the other’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors who need it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, is rightfully received from a third party, or must be disclosed by law — in which case the receiving party will give reasonable notice where permitted.

The Service can connect to third-party services — such as ERP and utility systems, single sign-on and identity providers, payment processors, and external emission-factor databases. These third-party services are governed by their own terms and privacy practices, and we are not responsible for them.

If you enable an integration, you authorise us to exchange Customer Data with that third party as needed to provide the integration. Your use of a third-party service, and that provider’s handling of your data, is governed by the agreement between you and that provider. We may engage sub-processors to help deliver the Service and remain responsible for the parts of the Service we provide.

We warrant that the Service will perform materially in accordance with its documentation during your subscription. If it does not, and we cannot correct the issue within a reasonable time after you notify us, your remedy is to terminate the affected subscription and receive a refund of prepaid, unused fees for the remainder of the term.

Except as expressly stated in these Terms and to the fullest extent permitted by law, the Service is provided “as is” and “as available,” and we disclaim all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or regulatory fines or penalties, even if advised of the possibility of such damages.

Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid or owe for the Service in the twelve months immediately before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law — including liability for fraud or for death or personal injury caused by negligence — or your obligation to pay fees due. You acknowledge that these limitations reflect a reasonable allocation of risk and are reflected in the pricing of the Service.

These Terms apply from the date you first accept them or begin using the Service and continue for as long as your subscription is active.

• You may cancel your subscription effective at the end of your then-current term, or as your order form provides.
• Either party may terminate for a material breach that remains uncured 30 days after written notice describing it.
• We may suspend or terminate the Service immediately where there is a serious security risk, unlawful use, non-payment after notice, or a legal requirement to do so.
• On termination, your right to access the Service ends, and you may export your Customer Data during a limited window before it is deleted in line with our retention practices.

Provisions that by their nature should survive termination — including those on data ownership, confidentiality, disclaimers, limitation of liability, and governing law — will survive.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, without regard to conflict-of-laws principles.

The parties submit to the exclusive jurisdiction of the courts of Dubai to resolve any such dispute, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice — by email or within the product — before it takes effect. The “Last updated” date at the top of this page always reflects the current version.

Your continued use of the Service after a change takes effect means you accept the updated Terms. If you do not agree to a change, you may cancel your subscription before it takes effect.

If you have questions about these Terms, please get in touch — we are happy to walk your legal or procurement team through them.