VERIMPACT PLATFORM

TERMS & CONDITIONS OF SERVICE

Version of 30 June 2026

1. INTRODUCTION

Welcome to the Verimpact Sustainability Intelligence Platform ("Verimpact Platform", “Verimpact”, "Platform", "Services", "we", "us", "our").

These Terms & Conditions of Service ("Terms") govern access to and use of the Verimpact Platform and any associated products, including but not limited to: services, software, reporting tools, analytics, methodologies, databases, websites, applications, content, guidance materials, templates, benchmarking systems, APIs, dashboards, reports, workflows and related services provided by Verimpact.

By accessing, registering for, purchasing or otherwise using any part of the Platform and/or the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.

If you do not agree with these Terms, you must not access or use the Platform.

2. DEFINITIONS

For the purposes of these Terms:

• Customer means any natural person or legal entity, organisation, company, institution, public authority, NGO, investor, consultant or individual using the Platform.
• User means any authorised individual accessing the Platform on behalf of the Customer.
• Customer Data means all information, documents, files, disclosures, ESG data, sustainability data, metrics, calculations, assumptions, evidence, supporting documents, reports and content uploaded, entered or generated by the Customer.
• Platform Outputs means reports, analytics, dashboards, calculations, assessments, forecasts, benchmarks, recommendations, templates, indicators and any other results generated through the Platform, including “Analytical Outputs”, as described in Section 12 of these Terms.
• Services means all products, software, content, functionalities and services provided through the Platform.

3. ELIGIBILITY AND AUTHORITY

The User represents and warrants that:

• they are at least 18 years of age;
• they have authority to act on behalf of the Customer;
• all information provided is accurate and complete;
• the use of the Platform complies with all applicable laws and regulations.

4. USER ACCOUNTS

Users may be required to create an account to access certain Services. Users are responsible for:

• maintaining confidentiality of login credentials;
• ensuring account security;
• ensuring information remains accurate and up to date;
• all activities conducted under their account.

Verimpact reserves the right to suspend or terminate accounts where misuse, fraud, unauthorised access or violation of these Terms is suspected.

5. CUSTOMER DATA AND RESPONSIBILITY

The Customer remains solely responsible for:

• all Customer Data submitted to the Platform;
• the completeness, accuracy and reliability of such information;
• compliance with applicable reporting obligations;
• ensuring that sufficient rights and permissions exist for any uploaded data.

Verimpact does not independently verify all information submitted by Customers and cannot guarantee the accuracy of Platform Outputs where underlying Customer Data is incomplete, inaccurate or misleading.

6. USE OF THE VERIMPACT PLATFORM

The Verimpact Platform is designed to assist Customers in preparing, managing, analysing and reporting sustainability-related information, including, indicatively but not exclusively, sustainability disclosures, ESG assessments, sustainability reports, climate disclosures, impact reports, carbon accounting exercises, materiality assessments, risk assessments, sustainability strategies, forecasting exercises, benchmarking activities, regulatory compliance assessments and related analyses.

The Platform provides a range of tools and functionalities, including, but not limited to, reporting structures, guidance materials, templates, methodologies, calculators, AI-supported tools, benchmarking information, forecasting tools, analytics, illustrative examples, compliance mapping tools, and other sustainability, ESG, climate, carbon, regulatory, supply chain, impact, risk management and reporting services, all of which may be revised, updated, expanded, modified or improved from time to time.

The Platform is intended solely as a support, facilitation and decision-support tool. The Platform does not replace professional judgement, internal review procedures, management oversight, legal advice, accounting advice, assurance services, auditing services or any other professional services that may be required by the Customer.

The Customer remains solely responsible for: all data, information and content submitted to the Platform; all disclosures, statements, reported information, regulatory filings and sustainability, ESG, climate, impact or other reports prepared using the Platform; all targets, commitments, assumptions, estimates and calculations; and all decisions, actions, communications and representations made on the basis of Customer Data or Platform Outputs.

The Customer acknowledges and agrees that Verimpact does not independently verify, audit, validate or certify the accuracy, completeness, reliability or suitability of Customer-provided information, data, assumptions or supporting documentation entered into the Platform.

All Platform Outputs are generated based on information provided by the Customer, together with the methodologies, frameworks, algorithms, calculation approaches and reporting structures incorporated within the Platform. Accordingly, the accuracy, completeness and reliability of any Platform Output depend substantially upon the quality, completeness and accuracy of the Customer Data and information provided by the Customer.

The use of the Platform and any Platform Outputs shall not transfer responsibility for such content, disclosures, calculations, reports, decisions or representations to Verimpact. Responsibility for the review, validation, approval and publication of all outputs generated through the Platform remains solely with the Customer.

7. PROFESSIONAL ADVICE DISCLAIMER

The Services, Platform Outputs and any information, content, methodologies, calculations, analyses, reports, recommendations, forecasts, benchmarks, templates, examples, guidance materials or other resources provided through the Platform are intended solely for informational, analytical and reporting-support purposes.

The Services do not constitute, and shall not be interpreted as constituting: legal, accounting, tax, investment, financial or engineering advice; audit, assurance or sustainability assurance services; regulatory certification, regulatory approval or compliance certification; professional consulting services; or any other form of professional advice or regulated professional service requiring independent professional qualification, accreditation, certification or licensing.

The Platform is designed to assist Customers in preparing and managing sustainability-related information and disclosures. The Platform does not replace the need for independent professional review, expert judgement, management oversight or specialist advice where required by applicable laws, regulations, standards, contractual obligations or organisational policies.

Customers are solely responsible for determining whether independent professional review is required in relation to any Platform Output, disclosure, report, filing, submission, representation, claim, target, commitment or decision.

The inclusion within the Platform of reporting frameworks, standards, methodologies, regulatory references, disclosure requirements, examples, templates or guidance materials, including, without limitation, IFRS Sustainability Disclosure Standards (IFRS S1 and IFRS S2), ESRS, GRI, TNFD, VSME, the UN Global Compact, CDP or any other framework, standard or regulation, shall not be construed as a legal interpretation of such requirements, confirmation of compliance, regulatory approval, assurance, verification, certification or validation by Verimpact, or a guarantee that any disclosure, report or submission prepared using the Platform satisfies any applicable legal, regulatory, contractual or stakeholder requirements.

Any information generated through the Platform should be independently reviewed, validated and approved by appropriately qualified professionals where necessary.

No Platform Output shall be interpreted as a legal or audit opinion, an assurance statement, certification, professional endorsement, guarantee of compliance, guarantee of regulatory acceptance, or guarantee of future performance, outcomes or results.

Any reliance on Platform Outputs is undertaken solely at the Customer’s own risk and responsibility.

8. NO ASSURANCE, VERIFICATION OR CERTIFICATION SERVICES

Unless expressly agreed in writing under a separate engagement contract, Verimpact does not provide assurance, verification, attestation, certification, audit or independent review services in relation to any information, disclosures, calculations, reports, assessments or other outputs generated through the Platform.

The Customer acknowledges and agrees that Verimpact is a technology and reporting-support platform provider and does not act as an auditor, assurance provider, certification body, accredited verifier or regulatory authority. Verimpact does not independently verify, validate, inspect, audit or certify Customer Data or Platform Outputs, express any opinion regarding their accuracy, completeness, reliability, materiality or regulatory compliance, or provide any level of assurance, including reasonable assurance, limited assurance or any equivalent form of assurance recognised under applicable professional standards.

The generation of Platform Outputs through the Platform shall not be interpreted as evidence of compliance with, or conformity to, any law, regulation, reporting framework, standard or other sustainability, ESG, climate, carbon, social, governance, financial or regulatory requirement; certification, accreditation, endorsement, assurance, verification or validation by Verimpact; or confirmation that any Platform Output or reported information will be accepted by regulators, investors, lenders, auditors, assurance providers, customers or other stakeholders.

Where the Platform references, incorporates or aligns with sustainability, ESG, climate, carbon, risk management or reporting frameworks, standards, methodologies or regulations, that may include but is not limited to IFRS Sustainability Disclosure Standards (IFRS S1 and IFRS S2), ESRS, GRI, TNFD, CDP, VSME, or similar frameworks, such references are provided solely as reporting support tools and shall not be interpreted as evidence of compliance, certification, assurance or regulatory approval.

Any assurance, verification, validation, attestation or certification required by the Customer, whether voluntarily or pursuant to applicable laws, regulations, contractual obligations or stakeholder requirements, must be obtained separately from appropriately qualified and authorised third-party professionals or organisations.

The Customer remains solely responsible for the review, validation, approval, publication and use of all Platform Outputs and for determining whether independent assurance, verification or certification is required.

9. AI-GENERATED CONTENT AND AUTOMATED OUTPUTS

Certain Platform functionalities may utilise Artificial Intelligence ("AI"), machine learning models, large language models, statistical methods, predictive analytics, benchmarking methodologies, automated calculations, forecasting techniques, optimisation tools, data modelling techniques and other automated technologies.

Such functionalities may be used to generate, analyse, process, interpret, summarise, calculate, forecast, benchmark, classify or present information and may produce narrative content, recommendations, assessments, calculations, scores, ratings, forecasts, scenario analyses, risk assessments, materiality assessments, compliance mappings, sustainability disclosures or other Platform Outputs.

The Customer acknowledges and agrees that AI-generated and automated outputs are produced using algorithms, models, methodologies, assumptions and available data inputs, and may therefore contain inaccuracies, omissions, inconsistencies, biases, misinterpretations or errors. Predictive models, forecasting tools, scenario analyses, benchmarking results, materiality assessments, risk assessments, recommendations and other analytical outputs are inherently dependent on the quality, completeness and comparability of underlying data, as well as the assumptions and methodologies applied, and are therefore subject to uncertainty and methodological limitations. The Customer further acknowledges that future outcomes, trends, risks, opportunities, regulatory requirements, reporting standards and stakeholder expectations may evolve over time and affect the relevance or applicability of Platform Outputs. Accordingly, all Platform Outputs should be independently reviewed, validated and approved by appropriately qualified personnel before being used, published, disclosed, submitted or relied upon.

The Customer shall remain solely responsible for evaluating the suitability, accuracy and completeness of all Platform Outputs for its intended purposes, exercising independent judgement in relation to any decisions, disclosures, communications, filings, reports or actions based thereon, and determining whether any additional professional review, validation or assurance is required.

Verimpact does not warrant or guarantee that AI-generated or automated outputs will be accurate, complete, reliable, error-free, unbiased, suitable for any specific purpose, compliant with applicable laws or regulations, or accepted by regulators, auditors, assurance providers, investors, lenders, customers or other stakeholders.

Verimpact makes no representation or guarantee regarding future performance, outcomes, trends, risks, opportunities, forecasts, projections, estimates, scenario results or the regulatory acceptance of any AI-generated or automated output.

The use of any AI-generated or automated output is undertaken solely at the Customer’s own risk and responsibility.

10. "AS IS" SERVICES DISCLAIMER

The Platform, Services, software, methodologies, reports, templates, calculators, databases, AI tools, algorithms, analytics, dashboards, forecasting tools, benchmarking systems, scoring models, risk assessment tools, compliance mapping tools, regulatory support tools, sustainability reporting frameworks and all related content, materials, functionalities and Platform Outputs are provided on an "AS IS" and "AS AVAILABLE" basis.

Verimpact is committed to maintaining a reliable, secure and high-quality Platform and shall implement reasonable technical, organisational and commercial measures to promote the continuous availability, proper functioning, security and ongoing improvement of the Platform and the Services. The Customer nevertheless acknowledges and agrees that, despite such measures, the availability, accessibility, functionality, performance or compatibility of the Platform or certain Services may occasionally be affected by scheduled maintenance, technical issues, software defects, failures of third-party services, regulatory or technological changes, Force Majeure Events or other circumstances beyond Verimpact's reasonable control, as further described in Section 11.

Accordingly, the Customer acknowledges and accepts that the Platform may occasionally experience temporary interruptions, delays, technical issues, software defects or periods of unavailability, and that the identification and resolution of such issues may require a reasonable period of time. The Customer further acknowledges that Platform Outputs may occasionally contain inaccuracies, omissions or incomplete information, may not always meet the Customer's specific expectations, objectives or business requirements, satisfy every applicable legal, regulatory, contractual or stakeholder requirement, or be accepted by regulators, auditors, assurance providers, certification bodies, investors, lenders, customers or other third parties.

The use of the Platform does not in itself guarantee compliance with any reporting framework, standard, law or regulation, and forecasts, projections, estimates, scenarios, benchmarks, ratings, scores, recommendations and other analytical outputs may differ from actual future outcomes. The Customer further acknowledges that future legislative, regulatory, technological or market developments may require modifications to the Platform or affect the continued availability or compatibility of certain functionalities.

Should any such event occur, Verimpact shall use commercially reasonable efforts to investigate the issue, mitigate its effects and restore the affected Services as promptly as reasonably practicable. However, the occurrence of any such event shall not in itself constitute a breach of these Terms or give rise to any liability on the part of Verimpact, except to the extent required by applicable law.

The Customer acknowledges that sustainability reporting frameworks, ESG methodologies, climate-related standards, carbon accounting approaches, regulatory requirements, disclosure obligations and market practices continue to evolve and may change over time. Verimpact makes no representation or warranty that the Platform will at all times reflect the latest interpretations, requirements, guidance, expectations or regulatory positions applicable in any jurisdiction; however, Verimpact will use commercially reasonable efforts to keep the Platform reasonably updated to reflect relevant developments in applicable frameworks, standards, legislation and regulations.

No oral or written information, guidance, recommendation, communication or support provided by Verimpact, whether through the Platform, customer support channels, training activities, demonstrations, marketing materials or otherwise, shall create any warranty, representation or guarantee not expressly set forth in these Terms.

11. FORCE MAJEURE

Verimpact shall not be deemed to be in breach of these Terms, nor shall it be liable for any delay, interruption, failure or inability to perform any of its obligations under these Terms, where such delay, interruption, failure or inability results directly or indirectly from any event or circumstance beyond Verimpact's reasonable control ("Force Majeure Event").

Force Majeure Events may include, without limitation: acts of God; natural disasters (including earthquakes, floods, storms, wildfires and other severe weather events); epidemics, pandemics and public health emergencies; war, armed conflict, terrorism, civil unrest, riots or sabotage; governmental actions, sanctions, embargoes or changes in applicable laws or regulations; failures or interruptions of telecommunications, internet services, cloud infrastructure, hosting providers, utilities or other third-party services; widespread cyberattacks, denial-of-service attacks, malicious software or other large-scale cybersecurity incidents; power failures or failures of public infrastructure; labour disputes, strikes or industrial action; failures of suppliers, licensors, technology providers or other third parties upon whom Verimpact reasonably relies; and any other event or circumstance beyond Verimpact's reasonable control.

Where reasonably practicable, Verimpact shall use commercially reasonable efforts to minimise the effects of any Force Majeure Event, restore the affected Services as promptly as reasonably practicable and keep Customers informed of material service disruptions.

During the continuance of a Force Majeure Event, Verimpact's affected obligations shall be suspended for the duration of the Force Majeure Event without liability. If a Force Majeure Event continues for a prolonged period such that the continued provision of the affected Services becomes commercially impracticable, Verimpact may suspend, modify or terminate the affected Services upon reasonable notice to the Customer, without incurring any liability arising solely from such suspension, modification or termination.

12. FORECASTING, BENCHMARKING AND SCENARIO ANALYSIS

The Platform may provide, generate or facilitate access to forecasts, projections, scenario analyses, transition pathways, climate projections, materiality assessments, benchmarking results, ESG ratings, ESG scores, impact estimates, risk assessments, causal analyses, predictive analytics, recommendations, simulations, modelling outputs and other analytical tools or outputs (collectively, "Analytical Outputs").

Analytical Outputs are provided solely for informational, analytical, planning and decision-support purposes and may be derived from or based upon Customer Data, user inputs, assumptions, modelling methodologies, statistical techniques, predictive analytics, benchmarking datasets, external data sources, AI-generated content, scenario assumptions and other information available at the time of analysis.

The Customer acknowledges and agrees that Analytical Outputs are indicative in nature only and that forecasts, projections, scenario analyses, climate projections, transition pathways, risk assessments, materiality assessments, ESG ratings, scores, rankings and other analytical outputs are inherently subject to uncertainty, assumptions, methodological limitations and the quality, completeness, comparability and availability of underlying data. Accordingly, future events and outcomes cannot be predicted with certainty, and Analytical Outputs may be affected by incomplete, inaccurate or changing information. Actual results may therefore differ materially from any forecast, estimate, projection, scenario, recommendation or other Analytical Output generated through the Platform.

Analytical Outputs should not be interpreted as guarantees or commitments regarding future performance or outcomes, investment, financial or legal advice, assurance or certification, definitive statements of fact, evidence of regulatory compliance, or guarantees of the achievement of any sustainability, financial, operational, environmental, social or governance objective.

The Customer remains solely responsible for evaluating the suitability, relevance and reliability of any Analytical Output for its intended purposes and for exercising independent judgement when making decisions based on such outputs.

Verimpact makes no representation, warranty or guarantee regarding the accuracy, completeness, reliability, future validity or predictive performance of any Analytical Output and shall not be liable for any decisions, actions, omissions, losses, damages, costs or liabilities arising from reliance upon such outputs.

Actual results, outcomes, risks, opportunities and performance may differ materially from any forecast, projection, estimate, scenario, benchmark, rating, score, recommendation or other Analytical Output due to factors beyond Verimpact's control.

13. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Verimpact, its directors, officers, employees, affiliates, contractors, licensors, partners and service providers shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential damages of any kind arising out of or in connection with the Platform, the Services or any Platform Outputs.

Without limitation, Verimpact shall not be liable for any indirect, consequential, special, incidental or punitive damages; any loss of profits, revenue, business, contracts, anticipated savings, opportunity, reputation or goodwill; business interruption; loss, corruption or unavailability of data; regulatory penalties, fines or sanctions; reporting inaccuracies arising from Customer Data or other Customer-provided information; investment, financing, lending, acquisition or divestment decisions; sustainability, environmental or ESG-related claims or representations made by the Customer; reliance upon Platform Outputs, including forecasts, projections, benchmarks, ratings, scores, recommendations, AI-generated or automated outputs and other Analytical Outputs; failure to achieve any sustainability, climate, environmental, social, governance or business objective; failure to obtain any certification, verification, assurance or regulatory approval; rejection of disclosures, reports or submissions by regulators, auditors, assurance providers, investors, lenders, customers or other third parties; or any act, omission or decision of the Customer or any third party based on Customer Data or information generated through the Platform.

The Customer acknowledges that the Platform is a support and decision-assistance tool and that all decisions, disclosures, filings, reports, representations and actions based on Platform Outputs remain solely the responsibility of the Customer.

To the fullest extent permitted by applicable law, Verimpact's total aggregate liability arising out of or relating to the Platform, the Services, these Terms or any Platform Outputs, whether arising in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, shall in no event exceed the total fees actually paid by the Customer to Verimpact covering the services provided within the calendar year immediately preceding the event giving rise to the claim.

The limitations and exclusions set forth in this Section shall apply regardless of the form of action and regardless of whether Verimpact has been advised of the possibility of such damages.

Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is prohibited under applicable law.

14. INTELLECTUAL PROPERTY

All rights, title and interest in and to the Platform, the Services and all related intellectual property rights shall remain exclusively vested in Verimpact and its licensors, where applicable.

Without limitation, Verimpact retains the exclusive ownership of all Intellectual Property rights in and to the Platform and the Services, including, without limitation, its software, source code, object code, methodologies, reporting structures, frameworks, templates, guidance documents, databases, taxonomies, analytics models, algorithms, forecasting models, benchmarking methodologies, scoring systems, assessment methodologies, calculations, dashboards, designs, visualisations, user interfaces, workflows, documentation, training materials, content, know-how, trade secrets and all other related intellectual property, proprietary rights and derivative works.

The Platform and its components may be protected by applicable copyright, trademark, database, trade secret and intellectual property laws.

Subject to compliance with these Terms and the payment of any applicable fees, Verimpact grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform solely for the Customer's internal business purposes during the applicable subscription period.

Except as expressly permitted under these Terms, Customers shall not copy, reproduce, distribute, publish, display, commercially exploit, modify, adapt, translate or create derivative works of any part of the Platform; reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, methodologies, models, calculations, workflows or underlying structure of the Platform; access or use the Platform for the purpose of developing, supporting or operating any competing product, service, platform or application; reproduce, replicate or incorporate Verimpact's methodologies, templates, frameworks, scoring systems, assessment approaches, calculation methodologies or reporting structures into any third-party product, service, software platform or commercial offering; use the Platform, Platform Outputs or any content generated through the Platform to train, develop, test or improve any artificial intelligence system, machine learning model, software application or competing service; remove, obscure or alter any copyright, trademark, proprietary notice or other intellectual property designation contained within the Platform; or permit, authorise or assist any third party to undertake any of the foregoing activities.

The Customer acknowledges that the methodologies, frameworks, calculations, models, structures, workflows and reporting approaches incorporated within the Platform constitute valuable proprietary intellectual property, trade secrets and confidential know-how developed by Verimpact through substantial investment in expertise, innovation, research, development, time and resources.

No ownership rights are transferred to the Customer under these Terms. All rights not expressly granted are reserved by Verimpact.

Any unauthorised use, reproduction, disclosure, reverse engineering, commercial exploitation or misappropriation of Verimpact's intellectual property may result in immediate suspension or termination of access to the Platform and may give rise to legal action, including claims for injunctive relief and damages.

15. FEEDBACK AND IMPROVEMENTS

Verimpact welcomes feedback, comments, recommendations, suggestions, ideas, enhancement requests, feature requests and other input relating to the Platform and the Services (collectively, "Feedback").

The submission of Feedback is entirely voluntary.

By providing Feedback to Verimpact, the Customer and the User acknowledge and agree that Verimpact is under no obligation to review, implement or respond to any Feedback and may, at its sole discretion, use, evaluate, develop, modify, adapt, incorporate, commercialise or otherwise exploit such Feedback for any purpose, including its incorporation into the Platform, the Services, methodologies, products, technologies, documentation, marketing materials or future offerings. No compensation, royalty, reimbursement, attribution, recognition or other consideration shall be payable to the Customer/User in connection with any use of Feedback, and the submission of Feedback shall not create any kind of partnership, joint venture, fiduciary relationship, ownership interest or other legal relationship between the parties, nor create, transfer, assign or give rise to any copyright, patent, database right, trade secret, moral right or any other intellectual property or proprietary right in favour of the Customer, the User or any third party with respect to the Platform, the Services or any developments, improvements, enhancements, methodologies, technologies, products or functionalities developed, implemented or commercialised by Verimpact.

To the extent permitted by applicable law, the Customer and the User hereby grant Verimpact a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, reproduce, modify, adapt, distribute, publish, commercialise and otherwise exploit any Feedback for any purpose without restriction.

The Customer and the User further acknowledge and agree that Verimpact may independently develop products, services, features, methodologies, functionalities or improvements that are similar or identical to any Feedback submitted and that no rights, claims or compensation shall arise as a result of such development or use.

16. CONFIDENTIALITY

Verimpact shall maintain the confidentiality of Customer Data and Confidential Information in accordance with applicable laws, these Terms and the Verimpact Privacy Policy.

Except as expressly permitted under these Terms, Verimpact shall not disclose, publish, sell, transfer or otherwise make available Customer Data or any information that directly identifies a Customer, User or affiliated entity to any third party without the Customer's prior written consent.

For the purposes of these Terms, "Confidential Information" means any non-public information disclosed by either Party to the other, whether in written, electronic, oral, visual or any other form, including but not limited to business information, technical information, commercial information, software, methodologies, models, algorithms, templates, frameworks, calculations, workflows, processes, reports, documentation, customer information, sustainability data, ESG data, financial information, trade secrets and other proprietary information.

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information, to use such Confidential Information solely for purposes related to the use or provision of the Services, to implement reasonable administrative, technical and organisational measures to protect such Confidential Information from unauthorised access, use or disclosure, and not to disclose such Confidential Information to any third party except as expressly permitted under these Terms.

Confidential Information may be disclosed only where required by applicable law, regulation, court order or governmental authority, where expressly authorised in writing by the disclosing Party, where reasonably necessary for the provision, maintenance, support or operation of the Services, or to professional advisers, auditors, contractors, subprocessors or other service providers who are subject to confidentiality obligations no less protective than those set out in these Terms.

16.1 Aggregated and Anonymised Data

Notwithstanding any other provision of these Terms, Verimpact expressly reserves the right to collect, create, analyse, process, use, reproduce, publish, distribute and commercialise Aggregated and Anonymised Data derived from Customer Data.

For the purposes of these Terms, "Aggregated and Anonymised Data" means data, information, statistics, metrics, benchmarks, indicators, trends, analytical results, research findings or other outputs that have been anonymised, aggregated, de-identified or otherwise transformed so that they do not identify, and cannot reasonably be used to identify, any specific Customer, User or individual, and are presented solely in combined, statistical, analytical or summary form.

Verimpact may use Aggregated and Anonymised Data for purposes including, but not limited to, industry benchmarking, market analysis, sustainability, ESG, climate and impact research, the development of sector averages, performance indicators, benchmarking databases, reports, studies, white papers and other publications, the development and improvement of Platform functionalities, methodologies, models, algorithms and analytical tools, the training, testing and improvement of artificial intelligence and machine learning systems, the creation of analytical products, services and sustainability intelligence solutions, and the generation of statistical insights, trends, market intelligence and other research outputs.

The Customer acknowledges and agrees that Aggregated and Anonymised Data shall not constitute Customer Confidential Information and that Verimpact shall own all rights, title and interest in and to such Aggregated and Anonymised Data and any analyses, benchmarks, reports, methodologies, models, statistics or other outputs derived therefrom.

Under no circumstances shall Verimpact disclose Customer-specific information, Customer identity, confidential business information or any information that would reasonably permit the identification of a specific Customer through the use of Aggregated and Anonymised Data.

16.2 Verimpact Confidential Information and Proprietary Know-How

The Customer acknowledges and agrees that the Platform's methodologies, frameworks, algorithms, calculations, workflows, scoring systems, reporting structures, templates, models, software architecture, databases, business processes, technical documentation, source materials, proprietary content and other Platform components constitute Confidential Information and valuable trade secrets of Verimpact.

The Customer shall not disclose, distribute or otherwise make available Verimpact's Confidential Information to any third party; use such Confidential Information for the purpose of developing, supporting or operating any competing product, service, platform or application; analyse, benchmark, deconstruct or otherwise study the Platform for the purpose of reproducing, replicating or recreating its methodologies, functionalities, analytical approaches or commercial offerings; or use the Platform, Platform Outputs or Verimpact's Confidential Information to train, develop, improve or support any competing software, artificial intelligence system, reporting platform, ESG platform, sustainability platform, carbon accounting solution or similar product or service.

16.3 Exclusions

The confidentiality obligations set forth in this Section shall not apply to information that:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known to the receiving Party before disclosure;
• is lawfully obtained from a third party without confidentiality restrictions;
• is independently developed without reference to the Confidential Information of the disclosing Party;
• is required by applicable law, regulation, court order or governmental authority;
• is reasonably necessary for the provision, maintenance, support or operation of the Services, or to professional advisers, auditors, contractors, subprocessors or other service providers who are subject to confidentiality obligations no less protective than those set out in these Terms; or
• is expressly approved for disclosure in writing by the disclosing Party.

16.4 Remedies

The Parties acknowledge that any unauthorised disclosure, misuse or misappropriation of Confidential Information may cause irreparable harm for which monetary damages alone may be an inadequate remedy.

Accordingly, either Party may seek injunctive relief, specific performance or any other equitable remedy available under applicable law to prevent or remedy any actual or threatened breach of this Section. Such remedies shall be without prejudice to any other rights or remedies available under these Terms or applicable law.

16.5 Survival

The obligations contained in this Section shall survive the termination or expiration of these Terms for a period of five (5) calendar years from the day these Terms were accepted.

Notwithstanding the foregoing, Verimpact's trade secrets, proprietary methodologies, algorithms, frameworks, models, workflows and other confidential know-how shall remain protected for so long as they retain their confidential or trade secret status under applicable law.

17. DATA PROTECTION AND GDPR

Verimpact processes personal data in accordance with applicable data protection and privacy laws, including, where applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), national implementing legislation and other applicable data protection requirements.

Verimpact shall implement reasonable technical, organisational and administrative measures designed to protect personal data against unauthorised access, disclosure, alteration, loss, destruction or misuse.

The Customer acknowledges and agrees that it remains responsible for ensuring that any personal data uploaded, submitted, entered or otherwise provided to the Platform has been collected, processed and transferred lawfully, that all necessary consents, authorisations and other legal bases required under applicable data protection laws have been obtained, that no personal data unnecessary for the intended purpose of the Services is uploaded to the Platform, and that the Customer complies with its own legal obligations under all applicable data protection laws.

Where necessary for the provision, maintenance, support, security or improvement of the Services, Verimpact may engage trusted third-party service providers, hosting providers, cloud infrastructure providers, analytics providers, payment processors, communication providers, artificial intelligence providers and other subprocessors, provided that such parties are subject to appropriate contractual, confidentiality and data protection obligations.

Verimpact may process personal data for purposes including providing and operating the Services, maintaining account functionality, customer support and communications, security monitoring and fraud prevention, service improvement and product development, legal and regulatory compliance, and any other purposes described in the Verimpact Privacy Policy.

The Customer acknowledges that certain Platform functionalities may involve the processing of data through third-party technologies or service providers, including cloud-based infrastructure and artificial intelligence systems, subject to applicable contractual and legal safeguards.

Additional information regarding the collection, processing, storage, retention, transfer and protection of personal data, as well as the rights of data subjects, is set out in the Verimpact Privacy Policy, which forms an integral part of these Terms and is incorporated herein by reference.

Nothing in this Section shall limit Verimpact's rights regarding the use of “Aggregated and Anonymised Data” as described in Section 16.1, provided that such data does not identify and cannot reasonably be used to identify any individual, Customer or User.

18. THIRD-PARTY CONTENT AND DATA SOURCES

The Platform may incorporate, access, reference, integrate or otherwise utilise information, content, datasets, methodologies, standards, frameworks, application programming interfaces (APIs), software components, artificial intelligence technologies and other resources provided by third parties (collectively, "Third-Party Resources").

Third-Party Resources may include, without limitation, reporting standards, frameworks, regulatory sources and legal references, emissions factor databases, climate, environmental, economic and financial datasets, benchmarking databases and industry statistics, artificial intelligence services, cloud infrastructure services, external software applications, APIs, data feeds, and other publicly available or licensed third-party information sources.

Such Third-Party Resources are provided solely as a convenience to Customers and may be subject to separate terms, conditions, licences, restrictions or limitations imposed by the relevant third-party provider.

Verimpact does not own or control all Third-Party Resources and therefore does not warrant, represent or guarantee their accuracy, completeness, reliability, continued availability, timeliness, suitability for any particular purpose or ongoing compatibility with the Platform.

Verimpact shall not be responsible for any errors, omissions, inaccuracies, delays, interruptions, modifications, discontinuations or other deficiencies arising from Third-Party Resources.

The Customer acknowledges that changes made by third-party providers, including modifications to methodologies, datasets, regulatory guidance, standards, APIs, software functionalities or service availability, may affect certain Platform functionalities, calculations, outputs or analytical results.

Verimpact reserves the right, at its sole discretion, to add, remove, replace, modify or discontinue any Third-Party Resource integrated with the Platform without liability, provided that such changes are reasonably necessary for operational, technical, commercial, legal or regulatory reasons.

References within the Platform to any third-party organisation, reporting framework, standard, methodology, dataset, software solution, service provider or regulatory authority shall not constitute endorsement, sponsorship, certification or approval by such third party, nor shall they imply any affiliation between Verimpact and the relevant third party unless expressly stated otherwise.

The use of any Third-Party Resources and any reliance placed upon information derived from such resources shall be undertaken solely at the Customer's own risk and responsibility.

19. SERVICE MODIFICATIONS

Verimpact continuously develops, improves and evolves the Platform and the Services in order to reflect technological developments, market needs, customer requirements, regulatory developments and evolving sustainability, ESG, climate and reporting practices.

Accordingly, Verimpact reserves the right, at its sole discretion, to add, enhance, expand, modify or discontinue Platform functionalities; introduce new modules, products or services; update methodologies, models, algorithms, calculation approaches, reporting structures, templates or workflows; modify Platform interfaces, dashboards or user experiences; update, replace or discontinue third-party integrations, datasets or external services; revise, expand or discontinue the reporting standards, frameworks or regulations supported by the Platform; establish, modify or remove usage limits; revise subscription plans, service packages or pricing structures; and make any other operational, technical, legal, commercial or regulatory changes reasonably deemed necessary for the operation, maintenance, improvement, security or protection of the Platform and the Services.

Verimpact may also implement modifications to maintain the security, integrity, performance, usability or functionality of the Platform, address technical issues or vulnerabilities, comply with applicable legal or regulatory requirements, respond to changes in sustainability, ESG, climate, carbon accounting or reporting standards, or accommodate changes imposed by third-party service providers, technology partners or data providers.

Verimpact may implement immediate modifications without prior notice where reasonably necessary to protect the security, integrity or availability of the Platform, comply with applicable laws or regulatory requirements, address technical failures or vulnerabilities, or prevent misuse, abuse or unauthorised access.

The Customer acknowledges that the Platform is an evolving service and that continued development, enhancement and modification of functionalities form an integral part of the Services.

Verimpact shall not be liable for any loss, disruption, inconvenience or incompatibility arising from any modification, enhancement, replacement, suspension or discontinuation of Platform functionalities, provided that such changes are implemented in good faith and in accordance with applicable law.

20. TERMINATION

The Customer may discontinue use of the Platform at any time and may terminate its subscription in accordance with the applicable subscription terms and billing arrangements.

Verimpact reserves the right to suspend, restrict or terminate access to the Platform, in whole or in part, immediately and without liability where fees remain unpaid beyond the applicable payment period; misuse, abuse, unauthorised use of the Platform or any breach of these Terms is detected or reasonably suspected; applicable laws, regulations, court orders or governmental requirements require such action; continued access poses a security, operational, legal or reputational risk to Verimpact, the Platform or other users; the Customer engages in activities that may damage, disrupt, compromise or interfere with the Platform or its operation; or Verimpact discontinues the relevant Service or any Platform functionality.

Where reasonably practicable, Verimpact may provide notice prior to suspension or termination. However, Verimpact shall have no obligation to provide advance notice where immediate action is reasonably necessary to protect the Platform, its users, its intellectual property, its confidential information or its legal rights.

Upon suspension, Verimpact may temporarily restrict access to all or part of the Platform until the issue giving rise to the suspension has been resolved.

Upon termination, all rights granted to the Customer under these Terms shall immediately cease, the Customer shall immediately cease all use of the Platform and the Services, access to Customer accounts, Platform functionalities and Platform Outputs may be suspended or disabled, Verimpact may archive, anonymise, delete or otherwise manage Customer Data in accordance with its data retention policies, the Privacy Policy and applicable law, and any outstanding fees, charges or other payment obligations shall remain immediately due and payable.

The Customer acknowledges that it is responsible for exporting, downloading and retaining any reports, disclosures, data or other materials that it wishes to preserve prior to termination of its subscription or access rights.

Verimpact shall not be liable for any loss of data, reports, Platform Outputs or other information following termination, except to the extent required by applicable law.

Where an account has been suspended or terminated due to a breach of these Terms, Verimpact may prohibit the Customer, User or affiliated parties from creating new accounts or accessing the Platform through alternative accounts without Verimpact's prior written consent.

20.1 Expiry or Non-Renewal of Subscription

Where the Customer's subscription expires and is not renewed, the Customer's right to access and use the Platform shall automatically terminate upon expiry of the applicable subscription period unless otherwise agreed in writing.

The Customer acknowledges that it is solely responsible for exporting, downloading and securely retaining all Customer Data, Platform Outputs, reports, disclosures, calculations, supporting documentation and any other materials that it wishes to preserve before the expiration or termination of its subscription.

Following the expiration or termination of a subscription, Verimpact may retain Customer Data for a limited period solely for operational, administrative, legal, regulatory or disaster recovery purposes, in accordance with its data retention policies and applicable law. Thereafter, Verimpact may permanently delete or anonymise such data without further notice.

Verimpact shall have no obligation to maintain, archive, recover, reproduce or provide access to Customer Data, Platform Outputs, reports or other materials following the expiration or termination of the Customer's subscription, except where required by applicable law or expressly agreed in writing.

The Customer acknowledges that the continued availability of Customer Data and Platform Outputs after the expiration or termination of a subscription is not guaranteed and that any failure to export such information before the loss of access shall be solely at the Customer's own risk and responsibility.

The following provisions shall survive termination or expiration of these Terms: Intellectual Property, Confidentiality, Aggregated and Anonymised Data, Professional Advice Disclaimer, No Assurance or Certification Services, AI-Generated Content and Automated Outputs, Limitation of Liability, Governing Law, Dispute Resolution and any other provisions which by their nature are intended to survive termination.

21. GOVERNING LAW

These Terms, and any dispute, claim or controversy arising out of or relating to the Platform, the Services or these Terms, including any question regarding their existence, validity, interpretation, performance or termination, shall be governed by and construed in accordance with the laws of Greece, without regard to conflict of law principles.

The Parties agree to make reasonable efforts to resolve any dispute, claim or controversy through good-faith negotiations prior to commencing formal legal proceedings.

If a dispute cannot be resolved through negotiation within thirty (30) days following written notice of the dispute by either Party, such dispute shall be submitted to the exclusive jurisdiction of the competent courts of Athens, Greece.

Nothing in this Section shall prevent Verimpact from seeking interim, injunctive, equitable or protective relief before any court of competent jurisdiction where necessary to protect its intellectual property rights, confidential information, trade secrets, Platform security, data, proprietary methodologies or other legitimate business interests.

The Customer expressly waives any objection based on venue, forum non conveniens or similar grounds and agrees to submit to the jurisdiction of the competent courts of Athens, Greece.

For customers established outside the European Union, Verimpact reserves the right, at its sole discretion, to agree with the Customer in the applicable agreement between the Parties, that any dispute, claim or controversy arising out of or relating to the Platform, the Services or these Terms may be referred to arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), with the seat of arbitration in Athens, Greece and the proceedings conducted in English.

22. ENTIRE AGREEMENT – SEVERABILITY

These Terms, together with any applicable Order Form, Services Agreement, Subscription Agreement, Privacy Policy, Data Processing Agreement and any other documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the Platform and the Services and supersede all prior or contemporaneous agreements, understandings, negotiations, representations and communications, whether oral or written, relating to the same subject matter.

These Terms become legally binding and effective on the date that the Customer or User first accepts them through the Platform or, where no express acceptance is required, upon the first access to or use of the Platform or any of the Services, whichever occurs first.

These Terms have been drafted in the English language. In the event these Terms are translated into another language, the English version shall prevail to the extent permitted by applicable law.

In the event of any conflict between these Terms and any applicable Order Form or Services Agreement or Subscription Agreement, the provisions of the applicable Order Form or Services Agreement or Subscription Agreement shall prevail solely with respect to the relevant Services covered by that document. In the event of any conflict relating to the processing of personal data, the Verimpact Privacy Policy and, where applicable, the Data Processing Agreement shall prevail to the extent of that conflict.

If any provision of these Terms is determined by a court or other competent authority to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent as far as permitted by applicable law.

No failure or delay by Verimpact in exercising any right, power or remedy under these Terms shall constitute a waiver of that right or any other right. Any waiver shall be effective only if made expressly in writing and shall apply only to the specific matter for which it is given.

The section headings contained in these Terms are included for convenience only and shall not affect the interpretation of these Terms.

These Terms may be updated or amended by Verimpact from time to time in accordance with Section 19 (Service Modifications). Continued use of the Platform following the effective date of any updated Terms shall constitute acceptance of the revised Terms.