TERMS AND CONDITIONS OF PARTICIPATION OF THE PROFESSIONAL IN THE ESG INITIATIVE
ART. 1 – PURPOSE
1.1 These terms and conditions (“Terms and Conditions”) regulate the participation of the Professional (as defined below) in the CRIF S.p.A. Group ESG initiative (“ESG Initiative” or “Initiative” as described in art. 1.2) marketed by CRIF Gulf DWC LLC, a company based in Dubai at 15th floor, ‘48 Burj Gate’, Downtown Burj Khalifa, PO Box 72478, Dubai, UAE , in the person of the legal representative pro tempore (“CRIF GULF”). For the purposes of these Terms and Conditions, the term “Professional” refers to a natural or legal person who performs business, commercial, artisan, or professional activities and whose details are specified during registration as referred to in art. 2 below. CRIF GULF, in relation to the ESG Score (as defined below), acts as a distributor of CRIF Synesgy Ratings S.r.l. (“CSR”), with registered office at Via della Beverara 21, 40131 Bologna (BO), a company controlled by CRIF S.p.A. pursuant to Article 2359 of the Italian Civil Code; the ESG Score is provided by CSR, which owns the related intellectual property rights.
1.2 With the ESG Initiative, CRIF GULF intends to allow the Professional to get an evaluation related to the means by which its business activity manages environmental, social, and governance issues (“ESG Issues”). By participating in the Initiative, the Professional provides documents and information (“Information”) which certifies the level of commitment of the business to ESG Issues. The Information is sent by the Professional via the uploading of documents and compilation of an online questionnaire (“Questionnaire”). Without prejudice to art. 1.3 below, CRIF GULF can share the Information with its clients, as well as with any of its clients’ subsidiaries, parent companies and/or associated companies that wish to receive information on the management of ESG Issues by the Professional. Through this ESG Initiative, therefore, CRIF GULF is pursuing its objective to enrich its information offering, by providing services based on the Information, which include performance analysis, while the Professional can demonstrate the approach of their business to ESG Issues to interested parties. The Professional may, by virtue of their participation in the ESG initiative, be required to pay a fee in accordance with art. 2.2 below.
1.3 In relation to the Information set out in each Questionnaire, which is valid for a year from compilation, as well as any additional questionnaires as referred to in art. 1.4 below, as completed by the Professional and with the validity specified in the special conditions referred to in art. 1.4 below, an irrevocable and transferable right to use is granted, free of charge, for an unlimited period of time and without any geographic limits, by the Professional to CRIF GULF, with the express authorization to assign this right to its subsidiaries, controlling, or related companies (“Subgrantees”), as well as the distribution network of CRIF GULF and of the Subgrantees, for the same purposes referred to in the Initiative (“Right to Use”). The Right to Use is also granted to CRIF GULF and the Subgrantees for the purpose of developing, offering, and distributing their products and services to their clients.
1.4 In the context of the ESG Initiative, once the registration procedure referred to in art. 2.1 below has been completed, including based on any invitations received from interested third parties, further questionnaires may also be submitted to the Professional, subject to the signing of special conditions which are accepted through a point-and-click procedure on additional screens. These additional special conditions form an integral part of these Terms and Conditions, over which they shall take precedence. Therefore, the same provisions as those set out in these Terms and Conditions, as potentially amended by the special conditions, shall apply to these additional questionnaires.
ART. 2 – RULES AND METHODS OF PARTICIPATION IN THE INITIATIVE
2.1 The Professional shall register online on the www.synesgy.ae website (“Website”) by providing the relevant information, and declaring and guaranteeing its truthfulness and accuracy. The signatory, when registering and accepting these Terms and Conditions, declares that they are the legal representative or have the necessary powers of representation to carry out these acts in the name of and on behalf of the business. On acceptance of the Terms and Conditions, the Professional shall proceed with the identification process via the security link sent by CRIF GULF to the e-mail address provided during registration and then provide the Information by completing the Questionnaire, following the instructions provided by CRIF GULF on the Website. Once the Questionnaire has been completed, the Professional will receive from CRIF GULF, as a distributor of CSR, a score elaborated by CSR using the Information and, where applicable, other data from public or publicly accessible sources, indicating the Professional’s level of alignment with ESG Topics, also taking into account the relevant sector and geographical area (“ESG Score”). CSR, the Group’s Green Rating Agency pursuant to Regulation (EU) 2024/3005, carries out the activity of analysing and developing assessments and ratings relating to the ESG factors of the assessed entities and performs such activity in compliance with the principles of transparency, integrity and governance set out in the aforementioned Regulation… Upon completion of the Questionnaire, the Professional may also download a certificate, which does not contain the ESG Score and merely attests to the Professional’s participation in the ESG Initiative (“Certificate”). Upon receipt of the Certificate, the Professional, subject to providing consent through a dedicated pop-up, will receive a QR Code linking, through a dedicated hyperlink, to the Certificate itself (“QR Code”). The Certificate will not contain the ESG Score. The Professional may, at its own discretion and under its sole and direct responsibility, including pursuant to Article 1381 of the Italian Civil Code, publish the Certificate on its website and share both the Certificate and the QR Code with interested third parties.
2.2 After registering on the Website, the Professional will, where applicable, be required to pay a fee in order to access each Questionnaire for compilation. This will be displayed on additional screens containing the payment terms, which will be deemed accepted by the Professional with the compilation of the Questionnaire. The Questionnaire can be updated from year to year by the Professional, upon payment, where required, to CRIF GULF of the fee communicated in the above manner.
2.3 The Professional can, at their own discretion and under their sole responsibility, add a seal to their business website to certify that the Questionnaire has been completed (“Seal”). This Seal will only be available for one year from the date of compilation of each Questionnaire.
2.4. CRIF GULF can make any changes it considers necessary and appropriate to these Terms and Conditions, including through the special conditions referred to in art. 1.4 above, to the structure of the ESG Initiative, and to the methods of participation, without the possibility of any objections being raised against CRIF GULF.
2.5 The Professional acknowledges and accepts that CRIF GULF reserves the right to choose the technical-organizational arrangements (e.g., data hosting, application management, or other, including in the cloud) considered most appropriate for the performance of the ESG Initiative activities, using, if required (including partially), associated, subsidiary and/or parent companies, as well as third-party auxiliary companies, where appropriate or necessary, including as subcontractors, provided that they are bound by the confidentiality obligations for the correct performance of the ESG Initiative activities. It is understood that CRIF GULF remains solely and fully responsible for the execution of these Terms and Conditions. The Professional will refer solely to CRIF GULF for any questions relating to the contractual relationship, without entering into a relationship with any auxiliary companies.
2.6 The Professional hereby authorizes CRIF GULF and the Subgrantees to inform third parties that the Professional has signed up to the ESG Initiative.
2.7 As part of the Initiative, following the completion of the Questionnaire by the Professional, CRIF GULF may also suggest some corrective actions to the Professional, taking into account the assessment issued with the ESG Score (the “Action Plan”). It is understood that the actions suggested in the Action Plan do not guarantee the automatic improvement of the ESG Score.
The Action Plan will, where appropriate, be prepared by taking into account the structure of the Questionnaire. For the purpose of preparing the Action Plan, only the answers provided by the Professional in the Questionnaire will be used, and the Action Plan will be based on the results of the relevant ESG Score.
CRIF GULF is not responsible for the implementation of the Action Plan by the Professional. CRIF GULF shall in no way be held responsible, either in relation to the Professional or to third parties (including parties interested in knowing about the Professional’s approach to ESG Issues), for the content of the Action Plan, for the uses of the Action Plan, or for the decisions taken on the basis of the Action Plan.
Any assessments made following consultation and use of the Action Plan by the Professional and third parties (including parties interested in knowing about the Professional’s approach to ESG Issues) will be undertaken by them independently and under their direct and sole responsibility.
The Action Plan and related methodology are the exclusive property of CRIF GULF and/or its Subgrantees. The Action Plan is developed through a complex statistical calculation model; therefore, CRIF GULF does not guarantee the absence of errors, inaccuracies or anomalies with regard to the suggested actions.
2.8 CRIF GULF authorizes the Professional, for the duration of the Contract, to use the Action Plan only in the context of marketing activities related to the Professional’s activities, at its discretion and under its sole and direct responsibility, provided that the disclaimer specified by CRIF GULF in the Action Plan is fully reported.
2.9 Notwithstanding the provisions of art. 7 below, CRIF GULF authorizes the Professional, under their own responsibility, to share the Information contained in the Questionnaire and the Action Plan with a limited number of third parties involved in the Professional’s business activities, exclusively under the obligation of confidentiality by those third parties and provided that those third parties make exclusively internal use of the Information connected solely with the Professional and the latter’s business.
2.10 Any transmission by the Professional to third parties of the Information referred to in the Questionnaire, of the QR Code, and the Action Plan, as well as any publication of the Seal and/or the ESG Score, and in accordance with art. 2.1 above, shall not give rise to any liability by CRIF GULF in relation to third parties, who will retain their independence in any decisions relating directly or indirectly to the Professional and related activities. The Professional therefore undertakes to indemnify and hold CRIF GULF harmless in the event of claims by third parties arising from any use by the Professional of the Information contained in the Questionnaire, the ESG Score, the QR Code, the Seal, and the Action Plan.
2.11 The Information referred to in the Questionnaire, the Seal, the ESG Score, the Action Plan, and the QR Code (provided that the Professional has given consent via the appropriate pop-up, as set out in art. 2.1 above) may also be downloaded and/or viewed by accessing, after installation, the MySynesgy App owned by CRIF S.p.A. (“Synesgy App”), with registered office located at Via della Beverara 21, 40131, Bologna, Italy, VAT No./Tax Code 02083271201, parent company of CRIF Group. The Professional can access the Synesgy App by logging in using the credentials received (username and password), which are also used to access the Website.
ART. 3 – ESG RATING REQUEST – PUBLIC USE
3.1 The Professional may request CSR, through CRIF GULF acting in its capacity as distributor, to provide an ESG Rating intended for publication (public nature), supplied by CSR through CRIF GULF. In order to obtain such ESG Rating, the Professional shall be required to previously accept additional specific terms and conditions, including through a dedicated point-and-click procedure. The execution of a specific agreement, under which CSR shall act as the provider, shall be required.
ART. 4 – DURATION, TACIT RENEWAL AND WITHDRAWAL
4.1 The Terms and Conditions are valid for one year starting from the date of online registration and acceptance of the same by the Professional. On expiry, the Terms and Conditions shall be automatically renewed from year to year, unless one of the Parties gives notice of termination 30 days before the initial or extended expiry date.
4.2 During the validity period, whether initial or extended, CRIF GULF may unilaterally withdraw from the Terms and Conditions for any reason by giving 30 days’ written notice to the Professional.
4.3 The termination of the Terms and Conditions, for whatever reason, does not affect the Right to Use as referred to in art. 1.3 above, which remains perpetual and irrevocable.
ART. 5 – CRIF GULF OBLIGATIONS AND RESPONSIBILITIES
5.1 CRIF GULF and/or CSR shall not assume any liability for damages of any nature or kind whatsoever incurred in connection with the Initiative that are attributable to the Professional, to unforeseen events, force majeure events, malfunctioning of national or international data and telephone networks, and/or malfunctioning of the devices constituting the Internet network.
5.2 Without prejudice to the provisions of the preceding article, CRIF GULF and/or CSR shall be liable only for direct damages suffered by the Professional and resulting from wilful misconduct or gross negligence by CRIF GULF and/or CSR in the performance of the Initiative.
5.3 CRIF GULF and/or CSR shall not, under any circumstances, be liable, whether towards the Professional and its successors or third parties, in relation to the contents of the Information, the Questionnaire, the Additional Questionnaires, the ESG Score, the Outcome Documents, the SealBadge and the services provided on the basis thereof, nor for any use thereof or decisions taken on the basis thereof.
5.4 CRIF GULF and/or CSR do not undertake any obligation, nor provide any warranty, other than those expressly set out in these Terms and Conditions.
ART. 6 – OBLIGATIONS AND RESPONSIBILITIES OF THE PROFESSIONAL – TERMINATION
6.1 The Professional declares and guarantees (i) to take part in the Initiative exclusively within the context and for the purposes of their business, commercial, artisan, or professional activities; (ii) that the Information is truthful, accurate, and up-to-date as of the date it is supplied (date of compilation of the Questionnaire); (iii) that the Information provided relates to their business activities and truthfully attests to the status of such business activities on ESG Issues as of the date of supply; (iv) that the Information is supplied in compliance with the legislation of the country where the Professional is based or works; and (v) that the Information does not constitute a trade secret or confidential information, and can be used by CRIF GULF and by the Subgrantees without breaching the law, any intellectual property rights and/or confidentiality obligations of the Professional or of third parties.
It is understood between the Parties that, in the event of a breach by the Professional of the representations and warranties referred to in this art. 6.1, CRIF GULF shall have the right to terminate these Terms and Conditions and/or to cancel the ESG Score, the Seal, the QR Code, and Action Plan already issued, resulting in the suspension and/or revocation of any related rights, in the event that the Professional fails to remedy the breach within fifteen (15) days following receipt of a formal notice to comply by certified e-mail and/or registered mail with return receipt.
6.2 The Professional authorizes CRIF GULF to share the Information provided in each Questionnaire, the ESG Score, and the Action Plan with its clients, with the clients of the Subgrantees, and with the other subjects specified in art. 1.3 and their clients, indemnifying and holding CRIF GULF and the Subgrantees harmless from any damage resulting from violation of the guarantee set out in art. 6.1 above.
6.3 The Professional is responsible when they:
6.4. The Parties mutually acknowledge that any assessments resulting from consultation of the Information or from the use of the services provided based on it, by third parties, herein comprising the clients of CRIF GULF and the Subgrantees, are made completely independently and under their direct and sole responsibility.
ART. 7 – INTELLECTUAL PROPERTY
7.1 All information, technical standards, specifications, and procedures provided by CRIF GULF as part of the Initiative, including the Action Plan, are the exclusive property of CRIF GULF and/or the Subgrantees. The know-how used and developed as part of the Initiative, the ESG Score, the Seal, the web domain linked to the QR Code, the Action Plan, other indexes, and scoring calculated based on the Information, the models used for analysis of the Information, as well as the Questionnaire prepared for compilation by the Professional also remain the property of CRIF GULF and/or the Subgrantees. No trademark license or license to use patents or other intellectual property rights shall be granted by CRIF GULF and/or the Subgrantees to the Professional with these Terms and Conditions.
7.2 The Professional hereby authorizes CRIF GULF and the Subgrantees for an indefinite period to:
(i) use the information about the Professional and their participation in the Initiative as a “success story” for the marketing, communication and public relations activities of CRIF GULF (hereinafter the “Dataset”), and
(ii) include and use the Professional’s name (and logo, if any) in the list of reference clients for commercial purposes, including but not limited to promotional materials, participation in tenders, and/or case studies.
CRIF GULF has the right to use the Dataset, and the Professional’s name and logo on any digital medium (including in written materials, on computer media, websites of CRIF GULF or any of its affiliates, etc.) or any other medium or in any format. The Dataset, and the Professional’s name and logo can be used by CRIF GULF and the Subgrantees as a business reference (including for qualification purposes in the context of UAE, Italian and international calls for tender, as a reference for similar projects, etc.)
The authorization referred to in this art. 7.2 shall not entitle the Professional to remuneration.
Such authorization may be revoked with 90 days’ written notice in the following cases:
a) the initiation of insolvency proceedings against CRIF GULF;
b) cessation of the Professional’s activities.
7.3 CRIF GULF hereby authorizes the Professional, for the duration of the Terms and Conditions, to use the “Synesgy” logo (the “Logo”) in a non-exclusive, non-transferable and non-sublicensable way only for marketing activities related to the Professional’s activities, subject to written approval related to each use to be issued by CRIF GULF, subject to the following:
(i) the Logo may only be used by the Professional in conjunction with the Seal to certify that the Questionnaire has been completed;
(ii) the use of the Logo is prohibited (i) in relation to products other than those supplied by CRIF GULF as part of the Initiative and (ii) in the Professional’s correspondence;
(iii) the Logo may only be used by personnel authorized by the Professional and solely for the purposes specified herein;
(iv) the Professional undertakes not to perform any act that could invalidate or dilute/weaken the distinctive character and/or ownership and/or rights of CRIF GULF in relation to the Logo. The Professional shall not modify or cancel any registration of the Logo, either directly or indirectly, including through the activities and/or the support of third parties;
(v) the Professional shall immediately notify CRIF GULF in writing of any violation of the Logo and of the rights of CRIF GULF in relation to the Logo that they become aware of. The Professional shall also provide all necessary support and cooperation to CRIF GULF in the context of measures and/or proceedings initiated in the event of the violations referred to in this point (v);
(vi) the authorization referred to in this art. 7.3 is revocable at the sole discretion of CRIF GULF, at any time, by written communication sent to the Professional; in this case, the Professional must immediately cease use of the Logo and delete any reference to it in its documentation.
7.4 Except as provided for in art. 2.3 and the preceding art. 7.3, the Professional cannot in any way use the name and trademark of CRIF GULF and/or the Subgrantees in communications with third parties or for any other purpose.
7.5 All information, technical standards, specifications and procedures provided by CSR for the development of the ESG Score are the exclusive property of CSR. CSR shall also retain ownership of the know-how used and developed for the development of the ESG Score, as well as any additional indices and scorings developed on the basis of the Information, and the models used for the analysis of the Information.
7.6 Under these Terms and Conditions, no trademark licence, patent licence, or licence to use any other intellectual property rights is granted to the Professional by CRIF GULF and/or the Sub-Licensees, including in relation to any materials developed and provided to CRIF GULF by CSR and made available to the Professional under these Terms and Conditions.
ART. 8 – ASSIGNMENT
8.1 The Professional expressly authorizes CRIF GULF to assign these Terms and Conditions to other companies that control, are controlled by, or are related to CRIF GULF.
ART. 9 – DATA PROTECTION
9.1 The Professional declares that they have received, read, and understood the Privacy Policy made available by CRIF GULF on the Website. CRIF GULF is considered as an independent Controller for the processing of personal data provided by the Professional for participation in the Initiative.
9.2 Furthermore, the personal contact data of those who have registered on the Website will be processed exclusively for the purposes of the administrative and technical management of the relationship, as well as for the management of any litigation and/or pre-litigation situations arising within the relevant data retention period.
9.3 When uploading the documents, the Professional undertakes not to send CRIF GULF any information that falls within the definition of special categories of personal data as referred to in the UAE Data Protection Law No. 45 of 2021 or any other applicable data protection law or regulation. If such information is present in the documents provided, this must be removed prior to sending the documents to CRIF GULF.
9.4 CRIF GULF is authorized to use sub- processors (“Sub- Processors”) in the normal performance of its services and the Initiative, as specified in these Terms and Conditions. List of authorized Sub-Processors: (i) CRIF SYNESGY RATINGS S.R.L., with its registered office at Via della Beverara 21, Bologna, Fiscal code and VAT number 04291031203 (ii) CRIF S.p.A., with registered office in Bologna, Via della Beverara, 21, Fiscal code and VAT number 02083271201; and (iii) Sub- processor appointed by CRIF S.p.A: Microsoft Ireland Operations LTD, with registered office in 70 Sir John Rogerson’s Quay, Dublin Docklands, Dublin, D02 R296, Irlanda, VAT N. IE8256796U.
ART. 10 – GOVERNING LAW AND JURISDICTION
10.1 The Parties explicitly agree that for any dispute arising from the relationship regulated by these Terms and Conditions and in any case for any dependent or related dispute, the Courts of the Dubai International Financial Centre (“the DIFC Courts”) and its Small Claims Tribunal (“the SCT”) shall have exclusive jurisdiction, including in cases of joinder or consolidation of actions. These Terms and Conditions are subject to the United Arab Emirates law.
UNCONSCIONABLE CLAUSES
SPECIFICALLY, BY CLICKING “ACCEPT”, THE PROFESSIONAL CONFIRMS KNOWLEDGE AND ACCEPTANCEOF THE FOLLOWING CLAUSES:
ART. 2 – RULES AND METHODS OF PARTICIPATION IN THE INITIATIVE;
ART. 3 – ESG RATING REQUEST – PUBLIC USE
ART. 4 – DURATION, TACIT RENEWAL AND WITHDRAWAL;
ART. 5 – CRIF GULF OBLIGATIONS AND RESPONSIBILITIES;
ART. 6 – OBLIGATIONS AND RESPONSIBILITIES OF THE PROFESSIONAL - TERMINATION;
ART. 8 – ASSIGNMENT;
ART. 10 – GOVERNING LAW AND JURISDICTION.