Terms and Conditions
You acknowledge that by accessing and registering your profile on the Sustanya Website (‘Website’) you have read, understood and accept these Terms and Conditions (this ‘Agreement’). If you do not agree with any of the rules set forth, you are prohibited to use our Services and access the information we provide through this website. For the purposes of this Agreement when we refer to “Customer” we mean you, the person logged onto this website and compliant to the Company’s terms and conditions and when we refer to “we”, “us”, “our” or “Company”, we mean SUSTANYA Lda. If you are entering into this Agreement on behalf of a company, for example the company you’re your work for, by accepting these Terms & Conditions, you will be declaring to have the authority to legally bind that company.
2. Definitions
“Affiliate” shall mean, with respect to either Party, a corporation or other legal entity that controls, is controlled by, or is under common control with such Party.
“Customer Content” shall mean all information including text, images or other material/media that you submit, upload or enter while using the Product and Service.
“ESG Data” shall mean a subset of the Customer Content, which includes only the responses to the ESG questionaries throughout the Service excluding evidence documents.
“Product” shall mean an online and proprietary platform enabling companies to compile and disclosee Environmental, Social and Corporate Governance (‘ESG’) data information and documents. The platform is accessible at www.sustanya.com.
“Service” shall mean the Customer’s company update and visualization of ESG data and performance, report preparation and third-party verification of ESG data, as well as other services offered by the Company to its Customers.
“Third-Party Service Providers” shall mean, the professional services provided to the Customer by professionals that the Customer authorizes through the Product, which may include verification, strategic, analysis, training or other consulting services. Such services shall be governed by the terms and conditions established by such third parties to which the Customer may elect, fully discharging SUSTANYA from any type of responsibility.
“User” or “Users” shall mean the Customer that requested a Subscription, as well as its employees, representatives, consultants, contractors or agents who are authorized to access the Product and have unique user credentials.
“SUSTANYA” shall mean Lda., registered in Portugal under the number 508993970 with principal business address at Rua Luz Soriano, nº 67, 1º Posterior, Sala 30, 1200-246 Lisboa, Portugal.
3. Rights You Grant Us
The Customer warrants and represents that it has all the needed rights and authorizations to use the Customer Content for purposes of the Service, and that it can freely grant the below license rights.
By sharing your information you will be granting Us a worldwide, irrevocable, non-exclusive, royalty-free, transferable, sublicensable license to:
Use your Customer Content, including to process, reproduce, host, store in cache mode and display.
Distribute the ESG Data for internal or commercial purposes.
SUSTANYA reserves the right to remove any of the Customer Content from the Website at any time without notice.
SUSTANYA reserves the right to show the Customer company’s logo and name on the Website or marketing materials as representing that they use our service for advertising purposes only. The Customer can be removed from the Website or marketing materials by emailing us through the contacts provided below.
4. Confidentiality
Information marked confidential by the Customer in the ESG data collection questionnaires available in the Service shall be treated as confidential. It shall not apply to information in the public domain or to information known by Company prior to using the Service.
SUSTANYA may disclose, without prior notification, approval or consent by the Customer, to tax authorities, local or governmental authorities and courts any confidential information that is required to be disclosed by law, as well Customer’s representatives, external counsels and advisors, or for audit purposes.
The content of ESG data collection questionnaires and information related to the Sustanya assessment methodology are considered as confidential information.
SUSTANYA owns all intellectual property rights and materials, as well as any other exclusive rights existing on the software or technology integrated into or relating to the Website, Product or Services, including but not limited to, contents, methodologies, know-how, procedures, management tools, workshops, manuals, software packages, databases, questionnaires, code, designs, ideas, inventions, expertise, commercial methods, analysis methods, assessment methodologies, assessment results and all other rights covered by intellectual property rights developed, created or acquired by SUSTANYA prior to supplying the Service or during operation of the Product or Service.
6. Limited Licenses
Subject to these Terms and to the limits of the Customer’s Subscription, we grant the Customer a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right license or allowance to use the Website solely during the Subscription. The license does not include any right of access to, use or disclosure the original source code to the Customer. The techniques, algorithms and procedures contained in the Website and its documentation are the exclusive property of SUSTANYA.
Customer and its Users may not:perform any action that violates these Terms, applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
conceal any information or use the identity, password or access codes of others or pretend to act in their behalf without having the required permissions;
interfere with or attempt to interfere with the proper working of the Website;
upload anything that contain a virus or otherwise embed any computer code, malware, instructions, devices or other content designed to disrupt, harm, disable, or otherwise obstruct in any manner the Website;
include in the Customer Content illegal, fraudulent, harassing, libelous, obscene, illegitimate, defamatory or inappropriate content;
attempt to discover or reverse engineer the source code and other materials integrated within the Website;
use or access the Website or the content through automated means, including but not limited to, the use of “offline readers”, “scraping”, “robots,”, “spiders” or similar activities; or
Create derivative works based on the Product, or resell the Product, or include the Product in whole or in part for any purpose without the Prior Written Consent of SUSTANYA.
The Customer shall secure computing environments according to generally accepted industry standards to ensure that the Product and Services cannot be accessed by any unauthorized person, to remedy any deficiency of which the Customer becomes aware, and notify SUSTANYA immediately of any unauthorized use of any password or User account or any other known or suspected breach of security via email to info@sustanya.com.
SUSTANYA reserves the right to take any appropriate measure to protect its legitimate interests, and in particular to deny the Customer and its Users access to the Website or certain areas of the Website, at any time, in absolute discretion, terminate contracts, report any objectionable activity carried out through the Website to the competent authorities – e.g. the judicial or administrative authority – whenever there is a suspicion that the Customer is committing violations of the law, regulations, rights of third parties and/or the Terms, in particular, but without exclusion, implementing one of the above mentioned activities.
7. Subscription, Fees and Payment
SUSTANYA does not offer trial period to the Premium, Pro or Enterprise plans. However, the Customer can benefit from our Product for free by using the CORE plan.
The Customer is entitled to start using the Product by initiating a subscription (‘Subscription’) to any of our available plans. Access to the advanced offerings of the Product (Premium, Pro and Enterprise plans) is granted upon the payment of all applicable fees, including a non-refundable, annual or multi-year subscription fee according to the subscription plan that the Customer has selected according to the pricing options page on the Website.
The Customer agrees and acknowledges that SUSTANYA reserves the right to review its annual subscription fees and/or implement different pricing models or additional fees to be paid, at any time without incurring any liability whatsoever towards the Customer. For the avoidance of doubt the new fee structure will only be applicable from the next subscription cycle.
Subscription prices as well as other fees related to additional services are shown excluding applicable taxes. All payments are due upon receipt and local taxes, including withholding tax, shall be paid by the Customer.
Details of accepted means of payment are presented during the purchase process. All credit card payments are managed by third-party payment processors. Some means of payment can be subject to additional conditions or incur additional costs. For credit card payments, the Customer authorizes SUSTANYAand its third-party payment processors to charge the Customer’s credit card for all fees payable during the term of the Agreement, including Subscription renewals. In the event that the payment made by one of the available means is not executed or successfully concluded, following refusal by the payment service provider, the Customer will be responsible for the payment of all costs associated to the mentioned refusal and shall reimburse SUSTANYA for any costs and associated fees. Any late payments will accrue charges at the rate of 1% of the outstanding balance per month.
At our sole discretion, we may offer special discounts or promotions for the purchase of the Products. Such promotions or discounts are always subject to the requirements and terms and conditions provided in the relevant section. Depending on the case, discounts and promotions apply for a certain period. Unless otherwise specified, the time limitations of promotions and discounts are considered and should be interpreted as referring to the time zone of SUSTANYA’s head office, as indicated in the contact details in this document.
8. Term and Termination
The Customer’s right to access and use the Product will start on the date the Customer initiates a Subscription by registering on the Website, accepting the General Term and Conditions and paying of all applicable fees. Subscriptions will have the duration of twelve (12) or up to thirty-six (36) months, depending on the selected subscription term and will automatically renew for equal periods. The Customer must cancel the Subscription before it renews to avoid billing of the next equal and successive period.
The Customer may terminate the Agreement at any time, for any reason, by sending us a clear and unequivocal cancellation notice prior to the renewal date. Termination will take effect immediately and the Customer and its Users shall cease all use of our Product and Service. In such situation, the Customer will have no right to a refund of any amount already paid, whether or not this represents the total Subscription amount.
SUSTANYA may terminate or suspend this Agreement by providing written notice (by post or electronic form) to the Customer and specifying the date of termination. SUSTANYA also has the right to terminate or suspend this Agreement immediately and without notice, if the Customer and its Users are found to be in material breach of any of the terms of this Agreement, by sending a written notification (by post or electronic form). In both situations, the Customer shall be entitled to receive a refund for the prepaid subscription fees on a pro-rata basis in respect of any Services not received after the date of termination.
Upon termination of the Agreement, the provisions regarding (a) any obligation of the Customer to pay any pending fees; (b) Confidential information; (c) Limitation of Liability; (d) Intellectual Property shall survive to fulfil their essential purpose.
9. Availability of Our Services
We shall use commercially reasonable endeavors to make sure our Service and Website are available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We will try and ensure all maintenance is not carried out during office hours and to give the Customer as much advance notice of any maintenance as possible. In addition, the Service may not be available for reasons that escape our reasonable control, such as causes of force majeure (e.g. strikes, infrastructure malfunctions, blackouts, etc.). In the event that SUSTANYA becomes aware of a data breach incident likely to severely compromise the security of the Product, the Service, or Customer Data, SUSTANYA may, without notice, suspend temporarily the access to the Product and Service in order to remedy the security breach in a timely manner. In such an event, SUSTANYA shall not incur any liability to Users and Users shall not seek any compensation. Within the limits of the law, we reserve the right to suspend or terminate the Service completely.
The Customer is solely responsible for procuring and maintaining good network connections and telecommunications links. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to Customer network connections or telecommunications links or caused by the internet.
Customers who have an active Subscription may purchase individual components or additional functions, as described in the relevant section of the Website. Prices, duration, terms of use and cancellation of such additional components or functions may differ from those of the main Product and, unless otherwise specified, do not affect, prices, duration, terms of use and cancellation of the latter.
11. Services Provided by Third Parties
We allow Customers to access through the Product to services, resources or content made available by Third-Party Service Providers. Such services or content shall be governed by the conditions published by those third-parties. The specific conditions applicable to resources provided by third parties, including those applicable to any concessions of rights to content, are determined by the same third parties and governed by the relevant terms and conditions or, in their absence, by law.
We do not control, evaluate, monitor or inspect any of the services or products offered by Third Parties included in Website and we are exempt from any liability in relation to these products, for example in terms of quality, safety and correctness or with regard to the suitability of the third-party to provide them. SUSTANYA is not part of any service or agreement Customer decide to enter with any Third-Party Service Providers, and we strongly advise Customer to carefully read the Terms and Conditions and other applicable policies.
Any personal information collected under this Agreement via the provided Service is subject to our Privacy Policy available at http://www.sustanya.com/en/privacy-policy/.
13. Disclaimer
We make no representation or warranty and there are no conditions of any kind regarding the Product and Service we provide, including without limitation any representation, warranty or condition regarding the accuracy, reliability or completeness of the Website. The Customer acknowledges and agrees that the Product and Service is provided on an “AS IS” basis and that any use of or reliance on the Service shall be at Customer sole risk.
The Product and the Service shall be regarded only as a decision-making tool and SUSTANYA cannot be and is not liable for any decision taken by the User on such basis.
SUSTANYA and its Affiliates do not make any, and expressly disclaim all, representations, warranties, covenants and conditions, express or implied, by operation of law or otherwise, including without limitation any implied warranties and conditions or fitness for any particular purpose, or non-infringement, or those arising out of course of performance, course of dealing or usage of trade with respect to the service. For greater certainty, SUSTANYA does not warrant that the Product and Service will be: (i) compatible with Customer computer or mobile device or any other equipment, (ii) be reliable, accurate, authentic, current or complete; (iii) continue to operate, (iv) operate without interruptions, (vii) be secure, or (vii) be error-free or that all errors will be corrected. The Customer and its Users are solely responsible for ensuring that Customer Content is compatible with the services and SUSTANYA disclaims any liability or responsibility for any unauthorized use of Customer Content by third parties, members or other users of the service and is not responsible for protecting Customer Content.
The Customer hereby agrees to indemnify, defend, and hold SUSTANYA harmless from and against any and/or all liabilities, costs, losses, demands, causes of action, damages and expenses arising in any way related to (i) your breach of any of the provisions of these terms of this Agreement, (ii) the consequences of any libelous, unlawful, fraudulent, harassing, or obscene data, information or documents provided to SUSTANYA or uploaded to the Product. We reserve the right to legally act to receive compensation of any damages and losses incurred as a consequence of the breach of this Agreement by the Customer.
15. Limitation of Liability
Notwithstanding any other provision in this Agreement, Customer agree that in no event will SUSTANYA or SUSTANYA’s representatives be liable for any indirect, special, punitive, exemplary or consequential damages or other damages (including without limitation damages for harm to business, loss of information or data, loss of profit, loss of savings or revenue, loss of goodwill or other economic loss), arising from or in connection with or relating to the use of or access to, or any inconvenience, delay or loss of use of or access to, the Service, the content, or any content of any linked Website, or failure of such websites (including without limitation any damages suffered as a result of omissions or inaccuracies in such websites or content), even if we or any SUSTANYA’s representatives have been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.
In any case, the Customer agrees that the maximum aggregate liability of SUSTANYA and any of its Affiliates or their respective directors, officers, employees, agents or other representatives (collectively “SUSTANYA representatives”) to Customer as a result of all claims arising under or in connection with the service, these terms, any order form and the content for any losses or damages whatsoever, whether based on contract (including fundamental breach or breach of a fundamental term), tort (including negligence) or other legal or equitable basis, shall in no event exceed the total amount paid by Customer to SUSTANYA hereunder for the services giving rise to the liability in the year immediately prior to the date on which the first event giving rise to the liability occurred.
The Customer are not authorized to assign or transfer the Agreement to any third party without the prior written consent of the Company. SUSTANYA reserves the right to assign or transfer the agreement to any direct or indirect subsidiaries, or to any other third-party.
17. Non-Poaching
The Customer and its Users understand that success behind the Sustanya Website is its workforce, the most valuable asset and essential to build a high-quality Product and Service covering different key areas of the company.
Therefore, the User agrees that for the duration of this Agreement and for a one-year period beginning on the date of termination (regardless of the reason for the termination), the User will not (directly or indirectly) hire, solicit for hire, or assist others in hiring or soliciting for hire:
1) any employee of SUSTANYA or its Affiliates, or
2) any former employee of or its Affiliates within six months from the end of the employment contract between the former employee and SUSTANYA.
Should none of the provisions of terms of this Agreement be or become void or ineffective under applicable law, the nullity or ineffectiveness of such provision shall not render ineffectiveness of the remaining provisions, which therefore remain valid and effective.
The terms of this Agreement may be updated by SUSTANYA at any time at its sole discretion. The Customer will be informed of any such updates by means of publication on the Website or through any other adequate means. If the Customer does not agree with such changes, the Customer has the ability to terminate the Agreement pursuant to article 7 and stop accessing the Product immediately. However, if the Customer continues to use the Service after such revised terms are posted, it will constitute the Customer acceptance to the revised terms.
The terms of this Agreement constitute the entire agreement between SUSTANYA and the Customer in relation to your use of the Website, and supersede all prior agreements, negotiations and discussions between the Parties relating thereto.
The present Agreement is regulated and interpreted according to Portuguese Law, and the Customer agrees to, irrevocably and expressly renounce any other jurisdiction which may be applicable, and that the courts of Lisbon, Portugal, have exclusive jurisdiction to settle any dispute that may arise under this Agreement.
The Customer may report us any disputes and we will promptly try to resolve it amicably. The Customer will always have the possibility of presenting a claim in a Court of law, but we would appreciate if the Customer, contacts us, using the details mentioned at the end of this document.
23. Contacts
All communications related to the use of the Product and Service should be sent to:
– the Contact Us section in the Webpage; and/ or
– SUSTANYA, Av. Poeta Mistral 2, 2 dto, 1050-182, Lisboa, Portugal SUSTANYA’s email address: info@sustanya.com