The TGS member (here-after “TGS member”) entrusts T.S.I. S.A (Cours Saint-Michel 30b – 1050 Brussels Belgium, registered BE0543514358) for the use of the ESG Activator methodology, process, services, and tools (here-after “ESG Activator”).
Hereafter “TSI”
Together called “the parties”
Article 1 – Introduction
Whereas TSI has created and made available to TGS network members a comprehensive methodology and process for assessing the sustainability of their clients (hereafter “the client”).
Whereas TSI gives one access to the platform per client that the member supports in using the ESG Activator. This access will not be communicated by the TGS member to third parties, with the exception of employees who work directly with the client. The TGS member appoints a maximum of two (2) contact persons in connection with TSI.
Whereas following the access to the platform, the member will not change anything in the design and common content of the questions and documents.
Whereas the ESG Activator are designed for B2B clients, TSI will not be responsible if the TGS member uses the ESG Activator for B2C clients.
Whereas the access is free until September 30th 2023, TSI will charge the TGS member after this date. A contract will be signed by the parties.
Article 2 – Liability
TSI is only liable for any serious or repeated minor contractual and/or non-contractual breach attributed in the performance of its obligations under these terms & conditions.
TSI is in no way liable for indirect damages resulting from its failures. Indirect damages certainly include any type of indirect damages, loss of profits, financial or business losses, increase in overall costs, increase in personnel costs, damages for loss of TGS members and / or potential. This list is only indicative and certainly not exhaustive.
TSI is not liable for any type of loss and/or damage on the part of the TGS member or a third party as long as TSI acts in accordance with these terms & conditions. In addition, TSI is in no way responsible for the actions and damages caused by TGS members and/or third parties.
TSI does not exclude its liability in the event of fraud or willful misconduct provided that the fraud or willful misconduct is attributable to TSI.
TSI is not liable if the platform does not work correctly. The terms and conditions of the platform apply.
TSI is only responsible for an obligation of means and not of result.
If TSI is prevented from fulfilling all or part of its obligations to the other party due to circumstances beyond its control, there will be force majeure. Force majeure is interpreted very broadly and also includes the acts of third parties. In this case, TSI is entitled to suspend its obligations for the duration of the force majeure.
In the event that TSI’s liability is at stake as a result of a contractual or extra-contractual breach attributable to the TGS member and/or TSI suffers damages, losses or costs (including legal aid costs), the TGS member must take all necessary measures to indemnify TSI for these negative effects.
In the event of unforeseen circumstances or a change in the conditions that were fundamental to the parties’ entering into this contract, and if these changes significantly alter the equilibrium of the contractual obligations, either party may request a renegotiation of the terms of the contract.
TSI is not responsible if the TGS member uses the ESG Activator for B2C clients, as it is designed for B2B clients only.
Article 3 – Confidentiality – GDPR
TSI attaches great importance to privacy. That is why we want to inform TGS member, as far as possible, of our personal data policy. The TGS member can rest assured that TSI takes the utmost care when processing personal data. TSI guarantees that the processing and collection of personal data will at all times be carried out in accordance with the applicable legislation on the protection of privacy, namely the Belgian Law of 30 July 2018 on the protection of privacy against the processing of personal data on the one hand and the EU Regulation of 27 April 2016 on the protection of individuals with regard to the processing of personal data personal data and the free movement of such data (General Data Protection Regulation or GDPR), on the other hand.
For the use of the platform, the privacy policy of this platform apply.
TSI undertakes to respect the confidentiality of the TGS member’s client documents during the audit and not to communicate them to third parties.
The TGS member undertakes to respect the confidentiality of the documents and templates on the platform and undertakes not to communicate them to third parties, other than the client he is assisting in obtaining the ESG Activator.
Article 4 – Intellectual property
Creativity deserves to be protected, as does our website and its content. This protection is ensured by intellectual property rights that belong to TSI. Content refers to the very wide category of photos, videos, audio, texts, ideas, notes, drawings, articles, etc. All such content is protected by copyright, platform rights, database rights, design and design rights and other applicable (intellectual) property rights.
The parties respect the intellectual property of the platform as provided for in the general conditions of the platform.
We ask the TGS member not to use and/or modify the intellectual property rights as described in this article, without the consent of the right holder.
The TGS member undertakes not to violate the intellectual property rights of TSI or any other party in any way whatsoever. TSI can in no way be held responsible if the TGS member violates the intellectual property rights of third parties. Any factual or legal consequences are therefore entirely on behalf of the TGS member.
The documents and templates on the platform will not be communicated by the TGS member to third parties, with the exception of employees who work directly with the client.
The TGS member is responsible for verifying that his client only uses the ESG Activator if he has obtained the validation of the process and that he uses the logo that corresponds to the correct level (1, 2 or 3 stars).
The client is allowed to use the ESG Activator logo solely for B2B purposes. TSI shall not be held responsible if the client uses the logo for B2C purposes.
Article 5 – Independence of clauses
If one or more clauses of this contract were to be declared null and void, the other clauses would remain applicable. The parties will take the necessary steps to attempt, by mutual agreement, to replace the clauses that have become obsolete by valid clauses whose objective will be as close as possible to that of the clause to be replaced.
Article 6 – Applicable law and disputes
This contract is subject to Belgian law.
In the event of a dispute over the interpretation, execution or performance of this contract, the parties undertake to appoint an approved mediator in order to try to find an amicable solution.
In the absence of an amicable agreement, disputes will be the exclusive jurisdiction of the courts of the judicial district of Brussels (Belgium).