MASTER LICENCE AGREEMENT
This Master Licence Agreement (this “Agreement”) governs the Client’s access to and use of ESGTech’s services.
By accepting this Agreement, by: (a) checking a box indicating acceptance, (b) executing an Order Form accepted by ESGTech that references this Agreement, or (c) successfully subscribing to use our services, the Client agrees to the terms of this Agreement. Any individual accepting this Agreement is accepting on behalf of the Client, and such individual represents that they have the authority to bind the Client to this Agreement. If the individual accepting this Agreement does not have such authority, or does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Services.
This Agreement was last updated on 6th March 2023. It is effective between ESGTech and the Client as of the date of the Client’s accepting this Agreement (the “Effective Date”).
DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity;
“Agreement” means this Master Licence Agreement;
“Applicable Laws” means all laws, statutes, orders, rules, regulations, directives, rules and guidelines which, in each case, have legal effect, whether local, national, international or otherwise existing from time to time, including all Regulatory Authority's regulations, rules, instructions, requirements, standards, guidelines and directions, as applicable to such party's business that are either binding or expected by a Regulatory Authority to be complied with. For the purposes of this definition, "applicable" means as applicable: (a) to the relevant party and/or any of its Affiliates; or (b) as applicable to the relevant party's obligations under this Agreement;
“Business Contact Information” means an individual’s name, job title, job function, name of employer, work telephone number, work email address, work office address and other similar business contact information;
“Client” means the company or other legal entity that has entered into the Order Form(s);
“Client/Affiliate Users” means any Users that use the Services on behalf of the Client or a Client Affiliate;
“Client Data” means electronic data and information submitted by or for the Client to the Platform, excluding Content;
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is specified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Client includes Client Data; Confidential Information of ESGTech includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party;
"Content” means any information, data, images, text, audio or video;
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
“Credentials” has the meaning given in section 2.3(a);
“Derived Data” means statistical, analytical, technical and/or behavioural use data collected or generated by ESGTech from the usage of the Services by the Client, its Affiliates and the Users as contemplated under this Agreement;
“Documentation” means any applicable ESGTech usage documentation relating to the Services, as notified to the Client and updated from time to time;
“ESGTech” means ESG Tech Private Limited, whose registered office is at Level 2, 37 Keong Saik Road Singapore 089144;
“ESGTech Policies” means any applicable ESGTech policies relating to the Services, as notified to the Client and updated from time to time;
“EULA” means ESGTech’s end-user licence agreement, as updated from time to time, accessible via www.esgtech.co/eula;
“Insolvency Event” means that a person: (a) is unable to pay its debts or becomes insolvent or bankrupt or ceases to trade; (b) is the subject of an order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction, which does not materially reduce that entity’s assets); (c) has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets; (d) enters into or proposes any composition or arrangement with its creditors generally (otherwise than for the purpose of a financing or solvent amalgamation or reconstruction, which does not materially reduce the entities’ assets); or (e) is the subject of any events or circumstances analogous to any of the foregoing in any applicable jurisdiction;
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, utility model, copyright, trademark, trade secret, right in confidential information or other intellectual property rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses;
“Order Form” means an ordering document or online order specifying terms of the Services that is entered into between ESGTech and the Client from time to time, including any addenda and supplements;
“Other Users” means any Users that are not Affiliate Users;
“Personal Data” means: (a) any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located; and (b) “Personal Data” as that term is defined under Applicable Laws;
“Regulatory Authority” means any regulatory, governmental and/or judicial authority (including any public prosecution service) or any self-regulatory organisation established under Applicable Laws or under the supervision of the legislative body of the country, securities exchange, securities association or agency charged with enforcing Applicable Laws;
“Services” means ESGTech’s data exchange platform, technology, applications, systems, services and facilities, including any and all updates to and versions of any of the foregoing, and any other services that ESGTech makes available to the Client from time to time under this Agreement. For the avoidance of doubt, “Services” exclude Content;
“Term” has the meaning given in section 11.1; and
“User” means a person who is from time to time nominated by the Client and accepted by ESGTech to use the Services, including Client/Affiliate Users and Other Users.
1.2 The headings in this Agreement are for purposes of reference only and will not in any way limit or affect the meaning or interpretation of any of the terms of this Agreement.
1.3 The words "includes" and "including" are to be construed without limitation, including with respect to any examples or listed matters that may follow.
1.4 References to a "party" includes its successors and permitted assigns.
1.5 The Order Form(s) are incorporated into and form part of this Agreement.
1.6 n the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Order Form, (b) this Agreement, and (c) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
THE SERVICES
ESGTech will provide the Services to the Client and the Users in accordance with this Agreement.
2.1 ESGTech will:
(a) make the Content available to the Client through the Services pursuant to this Agreement;
(b) use commercially reasonable efforts to make the Services available, except for: (i) planned downtime (of which ESGTech will give advance electronic notice); and (ii) any unavailability caused by circumstances beyond ESGTech’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, outbreak of contagious disease, state of emergency, strike or other labour problem, internet service provider failure or delay or denial of service attack; and
(c) provide the Services in accordance with Applicable Laws as applicable to ESGTech’s provision of the Services to its clients generally (i.e., without regard for the Client’s particular use of the Services), and subject to the Client’s use of the Services in accordance with this Agreement and the Documentation.
2.2 The Client agrees and acknowledges that ESGTech may, in its discretion, develop and evolve the Services over time and may: (a) change, update, upgrade, suspend or discontinue features, functions or components of the Services; and/or (b) impose limits or restrictions on certain features, functions or components of the Services.
2.3 The Client will procure that:
(a) Affiliate Users comply with the terms and conditions of the EULA;
(b) Other Users execute the EULA and comply with the terms and conditions of the EULA prior to accessing the Services;
(c) Users only access the Services using a log-in, password or other credentials assigned to them for this purpose ("Credentials"); and
(d) Users keep their Credentials secure and confidential and do not provide them to any other person.
2.4 The Client acknowledges and agrees that it is solely responsible for the acts and omissions of the Users with respect to the access and/or use of the Services, including in relation to any breach by the Users of the terms of this Agreement, the terms of the EULA or any instructions issued by ESGTech from time to time.
2.5 The Client will promptly notify ESGTech if at any time the Client knows or suspects that unauthorised access may have been made in respect of the Services or any Credentials.
CLIENT OBLIGATIONS
3.1 The client will:
(a) ensure that the Users use the Services in accordance with the terms and conditions of this Agreement and procure that Users comply with the EULA and any instructions issued by ESGTech in respect of the Services from time to time;
(b) be responsible for Users’ compliance with this Agreement, the EULA and the Documentation;
(c) be responsible for the accuracy, quality and legality of Client Data, the means by which the Client acquired Client Data and the Client’s use of Client Data with the Services;
(d) provide ESGTech with all necessary cooperation and assistance in relation to this Agreement (including all necessary information as may be required by ESGTech in order to provide the Services);
(e) comply with all Applicable Laws and ESGTech Policies with respect to its activities under or in connection with this Agreement;
(f) use commercially reasonable efforts to prevent unauthorised access to or use of the Services and the Content, and notify ESGTech promptly of any such unauthorised access or use;
(g) use the Services and the Content only in accordance with this Agreement, the Documentation, the ESGTech Policies and Applicable Laws; and
(h) procure that any of its Affiliates that enter into an Order Form comply with the terms of this Agreement as if it were an original party to it.
3.2 Any use of the Services in breach of section 3.1 by the Client or any of the Users that, in ESGTech’s judgement, threatens the security, integrity or availability of ESGTech’s services, may result in ESGTech’s immediate suspension of the Services, however ESGTech will use commercially reasonable efforts under the circumstances to provide the Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.
3.3 The Client will not:
(a) make any Service or Content available to anyone other than the Client or Users, or use any Service or Content for the benefit of anyone other than the Client and/or its Users, unless expressly stated otherwise in this Agreement.
(b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering
(c) use any Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights;
(d) use any Service to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of any Service or third party data contained therein;
(f) attempt to gain unauthorised access to any Service or Content or related systems or networks;
(g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of ESGTech Intellectual Property Rights except as permitted under this Agreement or the Documentation;
(h) modify, copy, or create derivative works based on the Service or any part, feature, function or user interface thereof;
(i) copy any Content except as permitted under this Agreement or the Documentation;
(j) except to the extent permitted by Applicable Laws, disassemble, reverse engineer, or decompile any Service or Content or access it to:
(i) build a competitive product or service;
(ii) build a product or service using similar ideas, features, functions or graphics of any Service;
(iii) copy any ideas, features, functions or graphics of the Services; or
(iv) determine whether the Services are within the scope of any patent.
3.4 The Services and Content may be subject to certain usage limits specified in this Agreement and/or in the Documentation, which limits the Client will comply with.
FEES AND PAYMENT
4.1 The Client will pay all fees specified in or referred to in this Agreement. Except as otherwise specified in this Agreement or in an Order Form:
(a) payment obligations are non-cancellable and fees paid are non-refundable; and
(b) quantities purchased cannot be decreased during the relevant subscription term.
4.2 The Client will provide ESGTech with a valid payment method (for example, a credit card), or with a valid purchase order or alternative document reasonably acceptable to ESGTech. The Client is responsible for providing complete and accurate billing and contact information to ESGTech and notifying ESGTech of any changes to such information. If:
(a) the Client provides credit card information to ESGTech, the Client authorises ESGTech to charge such credit card for all Services listed in the Order Form for the subscription
term (and any renewal subscription term(s)) as set out in section 11. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form; or(b) the Order Form specifies that payment will be by a method other than a credit card, ESGTech will invoice the Client [in advance] and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due 30 days from the invoice date.
4.3 If any invoiced amount is not received by ESGTech by the relevant due date, then without limit to ESGTech’s rights or remedies:
(a) those charges may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and/or
(b) ESGTech may condition future subscription renewals and Order Forms on payment terms shorter than those specified in section 4.2 above.
4.4 If any charge owing by the Client under this or any other agreement for the Services is 30 days or more overdue, ESGTech may, without limiting its other rights and remedies, accelerate the Client’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, ESGTech will give the Client at least 10 days’ prior notice that its account is overdue, in accordance with section 13 for billing notices, before suspending services to the Client.
4.5 ESGTech will not exercise its rights under sections 4.3 or 4.4 if the Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.6 ESGTech's fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with its purchases in connection with this Agreement, including any Taxes as set out in the applicable ESGTech invoice.
4.7 The Client will make all payments without withholding or deduction of, or in respect of any Taxes unless required by law. If any such withholding or deduction is required, the Client will pay to ESGTech such additional amount as will ensure that ESGTech receives the same total amount that it would have received if no such withholding or deduction had been required.
INTELLECTUAL PROPERTY
5.1 Subject to the limited rights expressly granted in this Agreement, ESGTech, its Affiliates, its licensors and Content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related Intellectual Property Rights. No rights are granted to the Client, any User or any other person other than as expressly set out in this Agreement.
5.2 The Client has the right to access and use the applicable Content subject to the terms of this Agreement.
5.3 The Client grants to ESGTech and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to:
(a) host, copy, use, transmit, and display the Client Data:
(i) for ESGTech to operate and provide the Services and perform its other obligations under this Agreement;
(ii) to comply with Applicable Laws or any directions of a Regulatory Authority; and
(iii) such other purposes as may be agreed between the parties in writing from time to time;
(b) use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Client or Users relating to the operation of ESGTech’s or its Affiliates’ services; and
(c) host, copy, use, transmit, and display the Derived Data for the purposes of monitoring the availability, performance and functionality of the Services, undertaking analytics of the use of the Services, and improving performance and user experience.
CLIENT DATA
6.1 The Client will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. Without limiting the generality of the foregoing, the Client will be responsible for ensuring that:
(a) the means by which you acquire Client Data;
(b) its and ESGTech’s use of Client Data in connection with the Services; and
(c) the making available of Client Data to ESGTech in connection with this Agreement,
comply with Applicable Laws (including in relation to the provision of any requisite notifications and obtaining of any relevant consents).
6.2 ESGTech will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorised access to or disclosure of Client Data (other than by the Client or Users).
6.3 If the Client receives notice that any Client Data must be removed, modified and/or disabled to avoid breaching Applicable Laws or the terms set out in the ESGTech Policies or the Documentation, the Client will promptly do so. If the Client does not take the required action in accordance with the foregoing, or if in ESGTech’s judgement, continued breach is likely to occur, ESGTech may disable the Client’s access to the Services. If requested by ESGTech, the Client will confirm such deletion and discontinuance of use in writing.
6.4 Apart from the receipt and handling of Client Business Contact Information, ESGTech does not require and will not request Personal Data to perform its obligations under this Agreement and the Client and the Users will use their best endeavours to ensure that any information supplied, disclosed, submitted or otherwise made available to ESGTech does not contain Personal Data. ESGTech reserves the right to reject any service requests (for example, support tickets or transmissions of documentation) that contain Personal Data, and the parties agree that such rejection will not constitute a breach of this Agreement.
6.5 Upon request by the Client made within thirty (30) days after the effective date of termination or expiration of this Agreement, ESGTech will make Client Data available to the Client for export or download as provided in the Documentation. After such thirty (30) day period, ESGTech will have no obligation to maintain or provide any Client Data, and as provided in the Documentation will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited.
CONFIDENTIALITY
7.1 As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:
(a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
(b) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those set out in this Agreement.
7.2 Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, ESGTech may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform any of ESGTech’s obligations under this Agreement, under terms of confidentiality materially as protective as set out in this section.
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
8.1 Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 ESGTech warrants that during the Term, it will use commercially reasonable endeavours to ensure the Services will be free from Malicious Code. For any breach of this warranty, the Client’s exclusive remedies are those described in the section 12 below.
8.3 ESGTech does not warrant that:
(a) the Client's access to or use of the Services will be uninterrupted, secure or error-free; or
(b) that the Services and/or the functionality provided through the Services will meet the Client's requirements.
8.4 The Client acknowledges and agrees that it is solely responsible for assessing the suitability of the Services for its business purposes and for ensuring that its use of the Services will meet any requirements of Applicable Law. Except as expressly provided in this Agreement:
(a) the Client assumes sole responsibility for results obtained from the use of the Services and for communications made through such use, and/or conclusions drawn from such use;
(b) ESGTech will not be responsible for any delays, delivery failures, or any other loss or damage (including the loss or damage to the Client) resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems relating to the use of such communications facilities;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement (including any implied warranty or condition of merchantability, fitness for a particular purpose or non-infringement); and
(d) the Services are provided to Client on an "as is" basis.
INDEMNITIES
9.1 ESGTech will defend the Client against any claim, demand, suit or proceeding made or brought against the Client by a third party alleging that the Services infringe or misappropriates such third party’s Intellectual Property Rights (a “Claim against the Client”), and will indemnify the Client from any damages, attorney fees and costs finally awarded against the Client as a result of, or for amounts paid by the Client under a settlement approved by ESGTech in writing of, a Claim Against the Client, provided the Client:
(a) promptly gives ESGTech written notice of the Claim Against the Client;
(b) gives ESGTech sole control of the defence and settlement of the Claim Against the Client; and
(c) gives ESGTech all reasonable assistance, at ESGTech’s expense.
9.2 If ESGTech receives information about an infringement or misappropriation claim related to the Services, ESGTech may in its discretion and at no cost to the Client:
(a) modify the Services so that they are no longer claimed to infringe or misappropriate;
(b) obtain a licence for the Client’s continued use of the Services in accordance with this Agreement; or
(c) terminate this Agreement upon thirty (30) days’ written notice and refund the Client any prepaid fees.
9.3 The obligations in section 9.1 do not apply if:
(a) the allegation does not state with specificity that the Services are the basis of the Claim Against the Client;
(b) a Claim Against the Client arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by ESGTech, if the Services or use thereof would not infringe but for such combination; or
(c) a Claim against the Client arises from Client Data or the Client’s breach of this Agreement, the Documentation or ESGTech Policies.
9.4 The Client will defend ESGTech and its Affiliates against any claim, demand, suit or proceeding made or brought against ESGTech by a third party alleging:
(a) that any Client Data or the Client’s use of Client Data with the Services; or
(e) the use of any third party software application provided by the Client and used in conjunction with the Services,
infringes or misappropriates such third party’s Intellectual Property Rights, or arising from the Client’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against ESGTech”), and will indemnify ESGTech from any damages, attorney fees and costs finally awarded against ESGTech as a result of, or for any amounts paid by ESGTech under a settlement approved by the Client in writing of, a Claim Against ESGTech, provided ESGTech:
(i) promptly gives the Client written notice of the Claim Against ESGTech;
(ii) gives the Client sole control of the defence and settlement of the Claim Against ESGTech (except that the Client may not settle any Claim Against ESGTech unless it unconditionally releases ESGTech of all liability); and
(iii) gives the Client all reasonable assistance, at the Client’s expense.
9.5 The Client will defend, indemnify and hold harmless ESGTech and its Affiliates against any claim, demand, suit or proceeding made or brought against ESGTech by any User concerning the use of the Services, including in relation to any Content and any other data, information or material that is submitted to or otherwise made available to ESGTech.
9.6 The defence and indemnification obligations set out in section 9.4 do not apply if a Claim Against ESGTech arises from ESGTech’s breach of this Agreement, the Documentation or applicable Order Form(s).
9.7 This section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.
LIABILITY
10.1 In no event shall the aggregate liability, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, of either party, together with all of its respective Affiliates (and, in the case of ESGTech’s liability, the Users), arising out of or related to this Agreement exceed the total amount paid by the Client for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation does not limit the Client's payment obligations under section 4.
10.2 In no event will either party or its Affiliates have any liability, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose.
10.3 The exclusions of liability under sections 10.1 and 10.2 will not apply to: (a) the indemnity under section 9.5; or (b) the extent prohibited by Applicable Laws.
TERM
11.1 This Agreement commences on the date the Client first accepts it and continues until all subscriptions under this Agreement have expired or have been terminated (the “Term”).
11.2 The term of each subscription shall be as specified in the applicable Order Form. [Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least thirty (30) days before the end of the relevant subscription term.
TERMINATION
12.1 Either party may terminate this Agreement for cause:
(a) on thirty (30) days’ written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; or
(b) with immediate effect, if the other party becomes the subject of an Insolvency Event.
12.2 If this Agreement is terminated by:
(a) the Client in accordance with section 12.1, ESGTech will refund the Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination; or
(b) ESGTech in accordance with section 12.1, the Client will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by Applicable Laws.
12.3 In no event will termination relieve the Client of its obligation to pay any fees payable to ESGTech for the period prior to the effective date of termination.
12.4 Sections 3.4, 4, 5, 5.3(c), 8.3, 9, 10, 12.2, 12.4, 13 and 14 will survive termination or expiration of this Agreement. Section 2.2 will survive any termination or expiration of this Agreement for so long as ESGTech retains possession of any Client Data.
NOTICES
13.1 Any notice or written communication provided for pursuant to this Agreement by a party to the other party will be made in English by personal delivery, email or courier service (if delivered internationally, by internationally recognised courier company).
13.2 The date of receipt of notice or written communication hereunder will be deemed to be the time of delivery if delivered personally, the date when such notice or written communication is delivered to the receiving party by the courier and evidenced by the confirmation of delivery from the courier company or the date when the email is sent with no non-delivery notification.
13.3 All notices and communications will be sent to the appropriate address or email as set out in the Order Form or as otherwise agreed in writing between the parties.
MISCELLANEOUS
14.1 This Agreement is the entire agreement between ESGTech and the Client regarding the Client’s use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
14.2 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.3 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other third person.
14.4 No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.5 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Applicable Laws, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.6 The Client may not assign, transfer, subcontract or deal in any other manner with any of its rights or obligations hereunder, whether by operation of Applicable Laws or otherwise, without the other party’s prior written consent (not to be unreasonably withheld). ESGTech may at any time assign, transfer, subcontract or deal in any other manner with any or all of its rights under this Agreement (including all Order Forms). Subject to the foregoing, this Agreement will bind and enure to the benefit of the parties, their respective successors and permitted assigns.
GOVERNING LAW AND JURISDICTION
15.1 This Agreement and the rights and obligations of the parties under this Agreement will be governed by and construed in accordance with the laws of Singapore. Each party irrevocably agrees that the courts of Singapore will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.