Legal

General Terms and Conditions

for the use of the »ESG ON« application (hereinafter: the General Terms)

Version 1.0 · Ljubljana, 1. 10. 2025

This is a machine translation provided for your convenience. The legally binding version is the Slovenian original.

Definitions

TermDescription
Affiliated CompanyAny legal entity that directly or indirectly controls, is controlled by, or is under common control with one of the parties to an Individual Agreement. For the purposes of this definition, "control" means direct or indirect ownership of more than fifty percent (50 %) of the voting rights or share capital of an entity, or the ability to otherwise direct the management and policies of such entity through a contract or otherwise.
Business DayAny day from Monday to Friday that is not a public holiday in the Republic of Slovenia
the Companymeans the following company: ESGON, d.o.o., Ameriška ulica 2, 1000 Ljubljana, tax number: 32212950, registration number: 7487622000.
Company applicationsFunctional extensions of the standard functionalities of the software
Confidential InformationInformation that is marked as confidential or whose confidentiality arises from the relevant circumstances. This includes, in particular, financial, technical, commercial and legal information. It also includes information relating to business activities, employees or management staff, as well as information relating to a contracting party or its affiliated companies within the corporate group.
Contractual Documentation ("CD")Refers to any legal document concluded between the Company and the Client, comprising the following documents: these General Terms; Individual Agreements between the Company and the Client; all annexes to the Individual Agreements; other legal arrangements between the Company and the Client.
Cookie PolicyThe Cookie Policy of the websites and software of the Company, as published on the Company's website.
the ClientThe party with which the Company concludes an Individual Agreement
General TermsThis document, which sets out the general legal framework of the business relationship between the Company and the Client
Indirect taxesInclude VAT, levies, fees, penalties and other taxes
Individual Agreementan agreement concluded between the Company and the Client, which includes individually agreed terms and/or other individually agreed documents and arrangements between the Client and the Company.
Open-source Softwarethird-party software for which the source code is publicly available and which is incorporated into the software or otherwise delivered or made available to the Client.
Pre-release VersionsNewly designed components or versions of the software that have not yet been fully tested and are therefore not yet fully released to all of the Company's Clients as part of a full release version.
Privacy PolicyThe Privacy Policy of the Company, as published on the Company's website, the acceptance of which is a condition for receiving the Company's services.
ServiceAny obligation of the Company as set out in the Contractual Documentation
Softwaresoftware components further specified in the Individual Agreement or service description (functionalities, applications and all additional software components).
Hosted ServicesServices that the Company provides to the Client through its infrastructure and software accessible over a network, including the hosting of applications, data and related content, maintenance, security updates, technical support and ensuring the operation of the system.

1. Introduction

  1. The General Terms comprise the general rules applicable between the Company and the Client. In conjunction with the service-specific annexes, they constitute the Contractual Documentation ("CD").

2. Scope of application

  1. The CD governs all contractual arrangements relating to the provision of the Company's services to the Client.
  2. The following hierarchy, i.e. order of precedence, applies:
    1. Individual Agreements;
    2. annexes;
    3. general terms.
  3. Any terms of the Client that deviate from, conflict with or supplement these General Terms become part of the agreement only if the Company expressly agrees to their inclusion in the Individual Agreements with the Client. Any observance of such terms by the Company while being aware of the fact that they are not included in the CD does not constitute acknowledgement of their inclusion in the CD.

3. Provision of services and personnel

  1. The Company determines all personnel involved in the provision of services. The Client may not request the replacement of personnel. The Client has no right to give instructions to personnel working for the Company, except where specifically provided in these General Terms or the Individual Agreements.
  2. The Company may engage contractors in the provision of services.
  3. Insofar as these subcontractors act as data processors within the meaning of the GDPR, their engagement is strictly subject to the terms included in the Privacy Policy and the Cookie Policy.

4. Dates

  1. Any date unilaterally requested by the Client is considered only as a desired delivery date and is not legally binding on the Company. This also applies where the option "delivery date" is marked as a selectable choice in the Individual Agreements, annexes or any other document.
  2. All time limits begin to run on the next business day after receipt of the information required for the provision of services. This time limit may also be postponed if the Company sends the Client a notice of delay for reasons beyond its control.
  3. Time limits defined in days mean business days and do not refer to calendar days, unless otherwise specified in the Contractual Documentation.
  4. The effective date is counted from the beginning of the day of that date, and the expiry date is counted until the end of the day of that date.

5. Prices and payment terms

  1. All prices are expressed in euros and are exclusive of VAT, unless expressly agreed otherwise.
  2. Invoices are issued once a month, unless otherwise specified in the Individual Agreements.
  3. All invoices are payable within thirty (30) days from the date of issue of the invoice, unless otherwise specified in the Individual Agreements.
  4. In the event of late payment, the Company has the right to:
    1. charge statutory default interest;
    2. temporarily suspend the provision of services until all overdue obligations are settled;
    3. terminate the agreement in accordance with the procedure set out in these General Terms.

6. Intellectual property rights

  1. All intellectual property rights related to the software, services and all materials provided by the Company to the Client remain the exclusive property of the Company or its licensors.
  2. The Client acquires a non-exclusive, non-transferable license to use the software and services solely for its internal business purposes in accordance with the terms set out in the Contractual Documentation.
  3. The Client may not:
    1. copy, modify or distribute the software;
    2. reverse engineer, decompile or disassemble the software;
    3. remove or alter any copyright notices or other intellectual property rights notices;
    4. sublicense, lease or lend the software to third parties.

7. Confidentiality

  1. Both parties undertake to protect the other party's confidential information and not to disclose it to third parties without the prior written consent of the disclosing party.
  2. The confidentiality obligation does not apply to information that:
    1. is publicly available without a breach of the confidentiality obligation;
    2. was lawfully known to the receiving party prior to disclosure;
    3. was lawfully disclosed to the receiving party by a third party without a confidentiality obligation;
    4. the recipient is required to disclose on the basis of a statutory obligation.
  3. The confidentiality obligation applies during the term of the contractual relationship and for a further three (3) years after its termination.

8. Protection of personal data

  1. Both parties undertake to comply with all applicable personal data protection regulations when processing personal data, including Regulation (EU) 2016/679 (GDPR).
  2. The Company acts as a processor of personal data when it processes personal data on behalf of the Client in the provision of services.
  3. More detailed terms of personal data processing are set out in the Company's Privacy Policy and Cookie Policy, as well as in any additional data processing agreements.

9. Limitation of liability

  1. The Company is not liable for:
    1. indirect damage, loss of profit, loss of data or business loss;
    2. damage arising from improper use of the services by the Client;
    3. damage caused by third parties or force majeure events.
  2. The total liability of the Company for damage arising from or related to the contractual relationship may not exceed the total value of the fees paid by the Client to the Company in the last twelve (12) months before the event that caused the damage.
  3. The limitations of liability do not apply to:
    1. damage caused intentionally or through gross negligence;
    2. damage to health or life;
    3. liability that cannot be limited by law.

10. Force Majeure

  1. Neither party shall be liable for failure to fulfill its obligations if this is a result of force majeure.
  2. Force majeure includes, but is not limited to: natural disasters, wars, terrorist attacks, uprisings, strikes, blockades, government measures, epidemics, pandemics, failures of energy or telecommunications systems, or other events beyond the reasonable control of the affected party.
  3. The party invoking force majeure must immediately notify the other party and take all reasonably necessary measures to mitigate the consequences of the force majeure.
  4. If force majeure lasts for more than fourteen (14) days, either party may withdraw from the agreement by written notice to the other party, without any obligation to pay damages.

11. Duration and termination

  1. The agreement enters into force on the date specified in the Individual Agreement and is valid for the period specified in the Individual Agreement.
  2. Upon expiry of the initial period, the agreement is automatically renewed for successive periods of equal length, unless one of the parties terminates the agreement in writing with the notice period specified in the Individual Agreement.
  3. Either party may terminate the agreement immediately for good cause, including:
    1. material breaches of contractual obligations by the other party;
    2. insolvency or the commencement of compulsory composition or bankruptcy proceedings against the other party;
    3. failure to pay obligations despite a written reminder and an additional payment period of at least fifteen (15) days.
  4. Upon termination of the agreement:
    1. the Client must cease using the software and services;
    2. the Client must return or destroy all of the Company's confidential information;
    3. the provisions on confidentiality, limitations of liability and dispute resolution remain in force.

12. Amendments to the general terms

  1. The Company may amend these General Terms by written notice to the Client at least thirty (30) days before the amendments enter into force.
  2. If the Client does not agree with the amendments, it may terminate the agreement by written notice within fifteen (15) days of receiving the notice of the amendments.
  3. If the Client does not terminate the agreement within the prescribed period, it is deemed to have accepted the amendments.

13. Dispute resolution

  1. The parties shall endeavor to resolve all disputes arising from or related to the contractual relationship through good faith negotiations.
  2. In the event that negotiations fail, disputes shall be resolved before the competent court in the Republic of Slovenia.
  3. The relationship between the parties is governed by the law of the Republic of Slovenia.

14. Miscellaneous

  1. Neither party may transfer its rights or obligations under the agreement to a third party without the prior written consent of the other party.
  2. If any provision of these General Terms proves to be invalid or unenforceable, this does not affect the validity of the remaining provisions.
  3. Each party must immediately notify the other party of any changes to its contact details.
  4. All notices between the parties must be in writing and sent to the address of the other party specified in the Contractual Documentation.

15. Additional provisions for ESRS and CSRD

  1. The Company shall provide the Client with support in fulfilling reporting obligations in accordance with the European Sustainability Reporting Standards (ESRS) and the Corporate Sustainability Reporting Directive (CSRD).
  2. The software enables the collection, processing and reporting of data necessary for the preparation of a sustainability report in accordance with the applicable standards.
  3. The Company shall regularly update the software so that it complies with the latest ESRS and CSRD requirements.
  4. The Client is responsible for the accuracy and completeness of the data it enters into the software.

16. Warranties and support

  1. The Company warrants that the software will operate in accordance with the specifications set out in the Contractual Documentation.
  2. The Company provides technical support to the extent and in the manner specified in the Individual Agreement.
  3. The Company reserves the right to:
    1. regular maintenance and updating of the software;
    2. temporary suspension of services for maintenance, of which it will notify the Client in advance, where possible;
    3. improvements and the addition of new functionalities to the software.

17. Security and data protection

  1. The Company will implement and maintain appropriate technical and organizational measures to protect the Client's data.
  2. The Company will immediately notify the Client of any security incidents that could affect the Client's data.
  3. The Company will carry out regular security audits and testing of its systems.
  4. The Client is responsible for maintaining the security of its access data and accounts.

18. Free trial access

  1. The Company may provide interested users with free trial access to the software in a test environment.
  2. The trial account contains pre-entered sample (specimen) data and is intended solely for testing the functionality of the software. Individual functionalities may be limited in the test environment.
  3. Trial access does not constitute the conclusion of an Individual Agreement and does not create any obligation of purchase or payment for the user. The Company may at any time limit, suspend or discontinue trial access without prior notice.
  4. The provisions of these General Terms apply mutatis mutandis to the use of trial access, in particular the provisions on intellectual property rights, confidentiality and the protection of personal data.

Version: 1.0
Ljubljana, dne 1.10.2025
ESGON, d.o.o.

See also: Privacy Policy · Cookie Policy

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