1. About us
1.1 Company details. ESG Benchmark Group Limited (company number 12723410) (we, us, ESG) is a company registered in England and Wales and our registered office is at 1 Queens Square, Bath, BA1 2HA.
1.2 Contacting us. To contact us, telephone our customer service team at 01255 941168 or email us at info@esg-benchmark.com. Where the Contract states that notice in writing must be given, email will be accepted.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the supply of an ESG Benchmark Assessment (the Services) by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 You/Client: you/the Client means the organisation which places an order with us. This must be a business and the person placing the order must be authorised to do so.
3. Placing an order
3.1 Please complete the online application form to place your order. You may only submit an order using the method set out on the website.
3.2 Our order process allows you to check and amend any errors before submitting your application to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 After you place your order, you will receive an email from us acknowledging that we have received it. Please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. Our team will liaise with you over the following 10 working days to agree an Assessment Date and thereafter you will be provided secure access to the Online Assessment Platform.
3.5 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. Cancelling your order and obtaining a refund
4.1 If you cancel the Contract with less than 10 working days written notice the following cancellation fees (plus VAT) will be payable unless otherwise agreed with us: (a) 75% of the Fees where the Assessment Date is within 2 working days of the date of cancellation (b) 60% of the Fees where the Assessment Date is within 3 and 5 working days of the date of cancellation (c) 50% of the Fees where the Assessment Date is within 6 and 10 working days of the date of cancellation.
4.2 To cancel the Contract, you must complete the cancellation form on our website. A link to the website cancellation form will be included in our Order Confirmation. We will email you to confirm we have received your cancellation. The date of our confirmation email will be deemed to be the date of cancellation for the purposes of clause 4.1.
4.3 Any refund payable by us will be refunded by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 4.2.
5. Our services
5.1 Subject to our right to amend (see clause 5.2) we will supply the Services to you in accordance with the assessment process as detailed on our website in all material respects.
5.2 We reserve the right to amend the assessment process if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
5.3 We warrant to you that the Services will be provided using reasonable care and skill.
5.4 We will use all reasonable endeavours to meet the Assessment Date and any other dates agreed with you, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract or request a refund.
5.5 Certification can be provided to companies registered in the United Kingdom, Jersey, Guernsey or the Isle of Man.
5.6 By submitting an order, you confirm on behalf of the Client that:
(a) you have determined the suitability of Certification for your purposes;
(b) the Client has been trading for at least 6 months and is solvent;
(c) the individual placing the order is authorised to do so on behalf of the Client.
5.7 The purpose of the Services is to provide certification for 12 months that you meet our ESG Benchmark Standard (“Certification”). We do not provide assurance that you are compliant with all applicable laws and regulations that may apply to your business. Certification is valid for 12 months only.
5.8 Confirmation that you meet the ESG Benchmark Standard will only be given once we determine, at our sole discretion, that the requirements of Certification have been met. For the avoidance of doubt the Fees are not refundable if Certification is not achieved.
5.9 If you fail the Certification due to narrow fails, then you will have 28 days to remedy the fails. Provided you meet this timescale, you will not incur any additional charges. An example of a minor fail would be insufficient evidence to fully support a stated policy. If you fail the Certification due to major fails and we have identified clear identifiable remedial actions for you to carry out, then you may carry out the remedial actions and resubmit your application for Certification. An example of a major fail would be failure to provide a documented policy on a key element where remediable action is identified. This must be submitted within 6 months of the date we sent you notification of the fails. We will charge 50% of the current Fees to assess your resubmission which is payable in advance.
5.10 Following Certification, you may use and display ESG certification badges subject to the restrictions set out in ESG’s guidance on the use of these, a copy of which will be provided if Certification is successful. Our Services are personal to the Client. All reports provided to you as part of the Services and the Certification itself may only be used by the Client and not used by or relied upon by any third party.
5.11 Please note that whilst we expect our website and portal to be always fully functional, we shall not be liable for any use or inability to use it that may arise.
5.12 You acknowledge that annual assessments are required to maintain Certification. We will need to enter into a separate contract with you with a new Fee payable each time Certification is renewed.
6. Your obligations
6.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us with such information and materials that we may reasonably request in order to supply the Services, and agree to ensure that such information is complete and accurate in all material respects and any personal data is redacted;
(d) if necessary, our assessors are allowed onto your premises to conduct a physical on-site inspection to witness your service delivery process;
(e) you will notify us without delay of any changes to any matters which may affect your capability to continue to fulfil the requirements of Certification. These matters include but are not limited to (i) the legal, commercial or organisational status of the Client (ii) additional sites or offices (iii) change of the Client’s governance and management system and processes (iv) occurrence of a serious incident or breach of legislation necessitating the involvement of a regulatory authority.
6.2 In the event of occurrence of 6.1 (e)(iv), if the breach is in the public domain then we may withdraw the Certification without cost to you. If this is not the case, a special assessment may be necessary and the outcome of the investigation recorded. We will provide details of the scope of the assessment and a costs quote before proceeding. Where we can subsequently demonstrate that your system has materially failed to meet the requirements of Certification, we may suspend or withdraw your Certification without liability to you.
6.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(b) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Fees
7.1 In consideration of us providing the Services you must pay our Fees in accordance with this clause 7. Payment for the Services is in advance. You can pay for the Services using a debit card or credit card. We will send you an electronic invoice at point of Order via the online basket.
7.2 The Fees are the prices quoted on our website at the time you submit your order or if your organisation has over 500 staff, in accordance with our quote. Our Fees are exclusive of VAT.
8. Complaints
If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy, see Complaints policy.
9. Intellectual property rights
9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy any reports or deliverables you receive (excluding materials provided by you) for the purpose of receiving and using the Services. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.
9.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. You retain ownership of all information provided to us.
10. Data protection
10.1 We will process your personal information as a data controller in accordance with our privacy policy, the terms of which are incorporated into this Contract.
10.2 Notwithstanding clause 6.1(c) and to the extent that we process any personal data in connection with the performance by us of our obligations under the Contract, for the purposes of the Data Protection Legislation you are the controller and we are the processor (as such terms are defined in the Data Protection Legislation). You agree to comply with all applicable requirements of the Data Protection Legislation.
10.3 Where clause 10.2 applies, we shall:
(a) process that personal data only on your documented written instructions, which are taken to include the provision of the Services, unless we are required by UK law to otherwise process that personal data (in which case we shall promptly notify you of this before performing such processing unless we are prohibited by UK law from doing so);
(b) ensure that we put in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process the personal data are obliged to keep it confidential; and
(d) not transfer the personal data outside of the UK without your prior written consent and the following conditions being fulfilled:
(i) you or we have provided appropriate safeguards in relation to the transfer; and
(ii) the data subject has enforceable rights and effective legal remedies.
(e) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify you without undue delay on becoming aware of a personal data breach;
(g) at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by UK law to store the personal data; and
(h) maintain records and information to demonstrate our compliance with this clause 10.3.
10.4 For the purpose of this clause 10, Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
10.5 You agree that ESG has the right to display your Certification status in the public domain for inspection and to use your trade name for this purpose only.
11. Limitation of liability
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) use of or inability to use our website;
(b) loss of profits;
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of anticipated savings;
(f) loss of use or corruption of software, data or information;
(g) loss of or damage to goodwill; and
(h) any indirect or consequential loss.
11.3 Subject to clause 11.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid under the Contract.
11.4 This clause 11 will survive termination of the Contract.
12. Confidentiality
12.1 You acknowledge that as part of the Services we will receive and use confidential information relating to your business, customers, clients, employees and suppliers. We undertake that we will not at any time disclose to any person your confidential information except as permitted by clause 12.2.
12.2 We may disclose your confidential information:
(a) to such of our employees, officers, representatives, consultants or advisers who need to know such information for the purposes of providing the Services. We will use our reasonable endeavours to ensure that such persons comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13. Termination
13.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
14. General
14.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this website if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction. The Contract is governed by English Law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.