The terms that apply to ESG360 proposals, engagements and services, including what we do, what we do not do, and how responsibilities are shared.
Scope and application
These Terms apply to all quotations, proposals, orders and services supplied by ESG360 (“ESG360”), Istanbul, Türkiye, a subsidiary of Global Alliance Register, unless agreed otherwise in writing. In case of conflict the order of precedence is: mandatory law; any special conditions signed by both parties; the ESG360 proposal or statement of work; these Terms. Terms in a client’s purchase order do not amend these Terms unless ESG360 accepts them in writing. The ESG360 entity that issues the proposal, contract or invoice is the contracting party.
Definitions
Client means the person or organisation that orders the services. Services means the ESG strategy, assessment, due diligence, reporting, climate, supply chain, sustainable finance, implementation, training, digital monitoring or other services described in the proposal. Deliverables means reports, analyses, templates, tools and other outputs. Partner means an accredited, authorised or independent third party engaged to perform work that ESG360 does not perform itself.
Nature of the services
ESG360 performs the Services with reasonable professional skill and care within the agreed scope. The Services are advisory and analytical. ESG360 does not certify, accredit or provide assurance. Where certification, verification, assurance or an accredited opinion is needed, it is provided by an accredited or authorised Partner, which is solely responsible for its independent judgments and for the reports, certificates or opinions it issues. ESG360 may help the Client prepare for and coordinate with the Partner, and a Partner’s involvement is covered by the Partner’s own terms.
The Services and Deliverables are not legal, tax, accounting, investment or financial advice, do not guarantee compliance with any law, standard or framework, and do not guarantee a particular rating, score, financing or regulatory outcome.
Client responsibilities
The Client must provide complete and accurate information and access in good time, appoint a contact person, review and approve drafts, and remains responsible for its own decisions, disclosures and legal compliance, including the content of any report or statement it publishes. ESG360 may rely on information provided by the Client without verifying it, unless verification is part of the agreed scope.
Site access and safety
Where Services involve visits, the Client provides safe access and information on hazards and site rules. ESG360 may stop or postpone work if conditions are unsafe, and resulting delays or costs may be charged to the Client.
Partners and subcontracting
ESG360 may use qualified subcontractors and Partners, and group companies, under confidentiality and independence requirements. ESG360 remains responsible for its own Services and, where a Partner issues a formal report, certificate or opinion, the Partner is identified as the issuing body.
Deliverables and use
Deliverables reflect the scope, information and date on which they are based and are not updated unless agreed. They must not be altered or presented in a misleading way, and extracts may need the context of the whole document. ESG360 may correct clerical errors in a Deliverable.
Fees and payment
Fees are as stated in the proposal and exclude taxes unless stated. Reasonable expenses may be charged. Work outside the agreed scope, repeated reviews, delays caused by the Client and additional meetings may be charged. Invoices are payable within the period stated, late amounts may bear interest at the rate allowed by law, and ESG360 may suspend Services for material non-payment.
Changes, delay and cancellation
Changes to the scope may affect timing and fees and must be agreed in writing. If the Client cancels or postpones, ESG360 may charge for work already performed and for non-recoverable costs. Dates are estimates unless guaranteed in writing.
Confidentiality
Each party must keep the other’s confidential information confidential and use it only for the engagement, except for disclosure to advisers and Partners who need it and are bound by confidentiality, to authorities where the law requires it, and for information that is public or independently known. Personal data is handled under our Personal Data Processing Policy.
Intellectual property
Each party keeps its existing intellectual property. ESG360 retains its methods, templates, tools, databases, know-how and marks. Subject to payment, the Client may use the Deliverables for its internal business purposes and for the purpose for which they were prepared. No right to use the ESG360 or GAR name, logo or marks is granted without written permission.
Third parties
Deliverables are prepared for the Client. If the Client shares them with a third party (for example a lender, investor or customer), ESG360 owes that third party no duty of care unless it has agreed so in writing.
Liability
Nothing excludes liability that cannot be excluded by law. Subject to that, ESG360 is liable only for proven direct loss caused by its breach or lack of professional care, excludes indirect and consequential loss and loss of profit, and limits its total liability for a Service to the fees paid for that Service, unless the law or the proposal provides otherwise. ESG360 is not responsible for loss caused by inaccurate or incomplete information from the Client or by use of a Deliverable for a purpose other than the intended one.
Business integrity
Both parties must comply with applicable laws, including anti-bribery, sanctions, anti-money-laundering and data protection laws. ESG360 may decline, suspend or end a relationship that presents a legal, sanctions, integrity or independence risk. Improper payments or inducements are prohibited.
Suspension and termination
ESG360 may suspend Services for unsafe conditions, non-payment, suspected fraud, a conflict of interest or a legal or sanctions concern. Either party may terminate as provided in the contract or by law. Provisions that by their nature should continue (fees, confidentiality, intellectual property, liability, governing law) survive.
Complaints
If you are not satisfied, please tell us through the contact page or your engagement lead. We will acknowledge the complaint, review it impartially and respond in writing.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, subject to mandatory law. The affected party must limit the effects and resume performance when it can.
Governing law and general provisions
Unless the proposal or contract says otherwise, these Terms and the Services are governed by the laws of the Republic of Türkiye, and the courts and enforcement offices of Istanbul are competent. These Terms, the proposal and any signed special conditions are the entire agreement. If a provision is invalid the rest stays in force; failure to enforce a right is not a waiver; neither party may assign without consent, except to a group company; and electronic communications are valid. Please raise questions about these Terms before accepting a proposal. The version in force on the date of the proposal applies to that engagement.
GAR GÖZETİM MÜH. BAĞ. DEN. BEL. MÜŞ. VE EĞT. LTD. ŞTİ. (ESG360)
19 Mayıs Mahallesi, S. Ercan Caddesi, Paşa Korusu No: 18, Apartment 6, Kazasker, Kadıköy, İstanbul, Türkiye
Telephone: +90 (216) 599 0127
Privacy and data requests: privacy@esg360.com.tr
Tax ID: 3890699972, Erenköy Tax Office, Istanbul, Türkiye
Enquiries and data requests: through our contact page or the request-for-information form, marked “Data request” where relevant.
These Terms are a general framework. A signed proposal or contract for a specific engagement may add to or replace parts of them.