Terms and Conditions

These Terms and Conditions ("Terms") form a legally binding agreement between AMMRS Software Solutions and ESG Consulting LLP (LLPIN: ACK-3975), a limited liability partnership incorporated in India with its principal place of business at Surat, Gujarat, India ("AMMRS", "we", "us", "our") and the entity or person subscribing to or using the Sustainity™ platform ("Customer", "you", "your").

By executing an Order Form, clicking to accept, creating an account, or accessing or using the Platform in any manner, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation, and "you" refers to that organisation.

• "Platform" or "Sustainity™" means the AMMRS software-as-a-service application comprising the GHG Inventory Management, ESG Vendor Assessment and ESG Framework Reporting modules, together with associated websites, mobile applications, APIs, documentation and updates.
• "Authorised User" means an individual authorised by the Customer to access the Platform under the Customer's subscription, including employees, contractors and agents.
• "Vendor Respondent" means a third party invited by the Customer to complete an ESG assessment through the Platform.
• "Customer Content" means all data, files, documents, activity data, questionnaire responses, evidence, narratives, images and other material uploaded to, generated in, or transmitted through the Platform by or on behalf of the Customer or its Vendor Respondents.
• "Output" means reports, calculations, emission inventories, scores, dashboards, disclosure drafts and other results generated by the Platform from Customer Content.
• "Order Form" means the quotation, proposal, subscription order, purchase order or online checkout describing the modules subscribed, number of Authorised Users, term and fees.
• "Subscription Term" means the period stated in the Order Form, including any renewal.
• "Documentation" means the user guides, help content and technical specifications we make available for the Platform.

3.1 The Platform is intended solely for business and professional use by organisations and their personnel. It is not offered to consumers or to individuals under eighteen (18) years of age.

3.2 You must provide accurate, current and complete information during registration and keep it updated.

3.3 You are responsible for maintaining the confidentiality of all credentials and for all activity occurring under your account, whether or not authorised. You must notify us immediately at kunael.aneja@ammrs.co.in of any suspected unauthorised access or security breach.

3.4 Accounts may not be shared. Each Authorised User must have a distinct login. Named-user licences may be reassigned when a user permanently leaves the role, but not rotated among concurrent users.

3.5 You are responsible for the acts and omissions of your Authorised Users and Vendor Respondents as if they were your own.

4.1 Licence. Subject to these Terms and payment of all applicable Fees, AMMRS grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform and Documentation for the Customer's internal business purposes, up to the scope stated in the Order Form.

4.2 Reservation. All rights not expressly granted are reserved by AMMRS. Nothing in these Terms transfers ownership of the Platform or any intellectual property in it.

4.3 Restrictions. You must not, and must not permit any third party to:

• (a) copy, modify, adapt, translate, or create derivative works of the Platform;
• (b) reverse engineer, decompile, disassemble or attempt to derive source code, except to the extent this restriction is prohibited by applicable law;
• (c) rent, lease, lend, sell, sublicense, distribute, or provide the Platform as a service bureau or on a time-sharing basis to any third party;
• (d) remove, obscure or alter any proprietary notice, trademark or attribution;
• (e) use the Platform to build, train or improve a competing or substantially similar product or service;
• (f) circumvent or attempt to circumvent any usage limit, access control, licence key, rate limit or security measure;
• (g) perform penetration testing, vulnerability scanning, load testing or automated scraping without our prior written consent;
• (h) introduce any virus, worm, malware, or other harmful code;
• (i) use the Platform in violation of applicable law, including export control, sanctions and anti-corruption laws;
• (j) upload content that is unlawful, defamatory, infringing, obscene, or that you lack the right to upload.

5.1 Ownership. As between the parties, the Customer retains all right, title and interest in and to Customer Content and the Output derived from it. AMMRS acquires no ownership rights in Customer Content.

5.2 Licence to AMMRS. The Customer grants AMMRS a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, display and otherwise use Customer Content solely to the extent necessary to provide, secure, support and maintain the Platform, and to comply with law. This licence terminates on deletion of the Customer Content, subject to backup cycles and legal retention requirements.

5.3 Customer warranties. The Customer represents and warrants that:

• (a) it owns or has all necessary rights, consents, licences and lawful bases to upload Customer Content and to have AMMRS process it as contemplated;
• (b) Customer Content does not infringe the intellectual property, privacy, confidentiality or other rights of any third party;
• (c) it has provided all required privacy notices and, where required, obtained all necessary consents from individuals whose personal data appears in Customer Content;
• (d) it has the right to invite each Vendor Respondent and to receive and process their responses;
• (e) Customer Content contains no special category or sensitive personal data unless expressly agreed in writing;
• (f) Customer Content is accurate, complete and current, and is not misleading in the context of any ESG disclosure it supports.

5.4 Accuracy of source data. The Customer is solely responsible for the accuracy, completeness, quality, legality and reliability of Customer Content. AMMRS does not verify, audit or independently corroborate Customer Content.

5.5 Data protection. Processing of personal data is governed by our Privacy Policy and, where AMMRS acts as a processor, by the Data Processing Addendum, which is incorporated into these Terms by reference. In the event of conflict on data protection matters, the Data Processing Addendum prevails.

5.6 Aggregated data. AMMRS may generate and use aggregated, de-identified and anonymised statistical data derived from use of the Platform for benchmarking, product improvement, research and sector analysis, provided such data does not identify the Customer, any Authorised User, any Vendor Respondent, or any individual, and is not disclosed in a form from which the Customer could reasonably be identified.

Please read this Section carefully. It defines the limits of what Sustainity™ does and does not do.

6.1 Calculation tool, not assurance. Sustainity™ is a data management and calculation tool. It is not an audit, verification, assurance, certification or attestation service. Nothing generated by the Platform constitutes an assurance opinion, limited or reasonable assurance statement, verification statement, or third-party certification under ISO 14064-3, ISAE 3000/3410, AA1000AS or any equivalent standard.

6.2 Estimates. GHG emissions figures produced by the Platform are estimates derived from Customer-supplied activity data, applied emission factors, global warming potentials and calculation methodologies. Emission factors are drawn from published third-party sources (including but not limited to the IPCC, DEFRA/UK BEIS, US EPA, IEA, CEA India and equivalent national authorities) and are subject to revision, restatement, regional variation and inherent uncertainty. Different methodologies, boundaries or factor sets will produce different results. Scope 3 estimates in particular carry material uncertainty.

6.3 No professional advice. The Platform, its Output, and any content within it do not constitute legal, regulatory, accounting, taxation, investment, engineering or professional advice. You should obtain independent professional advice before relying on any Output for regulatory filing, financial reporting, investor communication, public disclosure, or contractual commitment.

6.4 Regulatory compliance remains yours. The Customer is solely responsible for determining which reporting frameworks, standards and legal obligations apply to it (including GRI, SASB, ESRS/CSRD, IFRS S1 & S2, TCFD, BRSR, SEC or equivalent) and for the accuracy, completeness, timeliness and lawfulness of any disclosure, filing or public statement it makes. AMMRS is not responsible for any regulatory penalty, enforcement action, restatement, delisting, rejection of filing or reputational harm arising from the Customer's disclosures.

6.5 Framework changes. ESG standards, taxonomies, disclosure requirements and emission factors change frequently. While we endeavour to keep the Platform current, we do not warrant that it reflects the latest version of any framework, standard or factor set at any given time. The Customer must satisfy itself as to applicable current requirements.

6.6 Vendor assessment outputs. Vendor ESG scores, risk bands and flags are decision-support indicators only, generated from self-declared responses and evidence supplied by Vendor Respondents. They are not credit ratings, due diligence opinions, background checks, sanctions screening results, or recommendations to engage or disengage any vendor. The Customer is solely responsible for its procurement, onboarding, contracting and disengagement decisions, and for applying appropriate human review. AMMRS makes no representation as to the truthfulness of any Vendor Respondent's submissions.

6.7 AI-assisted features. Where the Platform offers AI or machine-learning assisted features (such as drafting, summarisation, mapping or gap analysis), the outputs are probabilistic, may contain errors or omissions, and must be reviewed and approved by a competent person before use. The Customer remains responsible for all content it publishes or relies upon.

6.8 Third-party data. The Platform may incorporate third-party datasets, factor libraries and reference content. AMMRS provides these "as is" and disclaims responsibility for their accuracy, completeness or availability.

7.1 Fees. The Customer shall pay the fees stated in the applicable Order Form ("Fees"). Unless otherwise stated, Fees are quoted exclusive of taxes and are payable in advance.

7.2 Invoicing and payment terms. Invoices are payable within thirty (30) days of the invoice date, or such other period stated in the Order Form, by the payment method specified. Payment obligations are non-cancellable and Fees paid are non-refundable, except as expressly provided in these Terms.

7.3 Taxes. Fees are exclusive of GST, VAT, withholding tax, cess and all other applicable taxes, duties and levies, which shall be borne by the Customer. Where the Customer is required to withhold tax, it shall gross up the payment so that AMMRS receives the full invoiced amount, and shall promptly provide valid withholding tax certificates.

7.4 Late payment. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid in full. The Customer shall reimburse reasonable costs of collection, including legal fees.

7.5 Suspension for non-payment. If any undisputed invoice remains unpaid fifteen (15) days after written notice of non-payment, AMMRS may suspend access to the Platform until payment is received, without liability. Suspension does not relieve the Customer of its payment obligations.

7.6 Overage. If usage exceeds the Authorised User count, entity count, facility count, assessment volume, storage or API limits in the Order Form, AMMRS may invoice for the excess at the then-current rates, prorated for the remainder of the Subscription Term.

7.7 Price changes. AMMRS may revise Fees for any renewal term on sixty (60) days' prior written notice before the end of the then-current term.

7.8 Disputed invoices. The Customer must notify AMMRS of any disputed amount within fifteen (15) days of the invoice date, with reasons. Undisputed amounts remain payable when due.

8.1 Term. These Terms commence on the Effective Date of the first Order Form and continue for the Subscription Term stated therein.

8.2 Renewal. Unless the Order Form states otherwise, the subscription renews automatically for successive periods equal to the initial Subscription Term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.3 Termination for cause. Either party may terminate immediately on written notice if the other party:

• (a) commits a material breach and, where capable of remedy, fails to remedy it within thirty (30) days of written notice;
• (b) becomes insolvent, enters liquidation, administration, receivership, or a comparable proceeding, or ceases to carry on business.

8.4 Termination by AMMRS. AMMRS may suspend or terminate access immediately where the Customer's use (i) violates applicable law, (ii) poses a security or integrity risk to the Platform or other customers, (iii) exposes AMMRS to legal liability, or (iv) breaches Sections 4.3 or 5.3.

8.5 Effect of termination. On termination or expiry:

• (a) all licences granted terminate and the Customer and its Authorised Users must cease accessing the Platform;
• (b) all accrued Fees become immediately due;
• (c) the Customer may export Customer Content in a standard machine-readable format during a thirty (30) day post-termination window;
• (d) after that window, AMMRS will delete Customer Content within sixty (60) days, subject to backup cycles and any legal retention obligation;
• (e) Sections 5.1, 6, 9, 10, 11, 12, 13, 14, 16 and 17 survive termination, together with any provision that by its nature should survive.

8.6 No refund. Except where the Customer terminates for AMMRS's uncured material breach, prepaid Fees are non-refundable.

9.1 AMMRS IP. The Platform, its source code, object code, architecture, database schemas, algorithms, calculation logic, user interfaces, designs, workflows, templates, Documentation, and all improvements and derivatives thereof, together with the names "AMMRS" and "Sustainity™", associated logos and trade dress, are and remain the exclusive property of AMMRS and its licensors, protected by copyright, trademark, trade secret and other intellectual property laws.

9.2 Feedback. If the Customer or any Authorised User provides suggestions, ideas, enhancement requests, or feedback regarding the Platform ("Feedback"), AMMRS may use, modify and incorporate such Feedback into its products without restriction, obligation or compensation. Feedback is provided voluntarily and non-confidentially.

9.3 Third-party components. The Platform may include open-source and third-party components licensed under their own terms, which are available on request and which prevail over these Terms to the extent of any conflict in respect of those components.

9.4 Publicity. Neither party may use the other's name, logo or trademarks in publicity without prior written consent, except that AMMRS may identify the Customer by name and logo in a customer list on its website and in sales materials, which consent the Customer may withdraw at any time by written notice.

10.1 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including Customer Content, pricing, product roadmaps, technical architecture, and business plans.

10.2 The receiving party shall: (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it except to personnel, affiliates and professional advisers with a need to know who are bound by confidentiality obligations at least as protective.

10.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

10.4 The receiving party may disclose Confidential Information where required by law, court order or regulator, provided it gives (where legally permitted) prompt notice and reasonable cooperation to enable the disclosing party to seek protective relief.

10.5 Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets and personal data.

11.1 Availability. AMMRS will use commercially reasonable efforts to make the Platform available 99.5% of the time each calendar month, excluding Excused Downtime.

11.2 Excused Downtime means: (a) scheduled maintenance notified at least forty-eight (48) hours in advance; (b) emergency maintenance necessary for security or stability; (c) failures of the Customer's systems, network or third-party integrations; (d) failures of third-party infrastructure or telecommunications outside our reasonable control; (e) Force Majeure events; (f) suspension permitted under these Terms.

11.3 Support. Support is provided during business hours (Monday to Friday, 10:00–18:00 IST, excluding Indian public holidays) via kunael.aneja@ammrs.co.in and any in-Platform support channel. Enhanced support and formal service level credits may be agreed in a separate Service Level Agreement.

11.4 Changes to the Platform. AMMRS may modify, enhance or discontinue features from time to time. We will not materially degrade the core functionality of a subscribed module during a paid Subscription Term without at least thirty (30) days' notice. Where we discontinue a subscribed module entirely, the Customer may terminate the affected module and receive a pro-rata refund of prepaid Fees for the unused portion.

11.5 Beta features. Features designated "beta", "preview", "trial" or "early access" are provided "AS IS", without warranty or support, may be discontinued at any time, and are excluded from any availability commitment.

11.6 Backups. AMMRS maintains regular encrypted backups. The Customer is nonetheless advised to maintain its own copies of critical data and to export Output periodically.

12.1 Mutual warranties. Each party warrants that it has the legal power and authority to enter into these Terms.

12.2 AMMRS warranty. AMMRS warrants that it will provide the Platform with reasonable skill and care, in a professional manner consistent with generally accepted industry standards, and in material conformity with the Documentation.

12.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN SECTION 12.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND AMMRS DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.

12.4 AMMRS DOES NOT WARRANT THAT: (a) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (b) ALL DEFECTS WILL BE CORRECTED; (c) THE PLATFORM WILL MEET THE CUSTOMER'S REQUIREMENTS; (d) OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY REGULATORY, ASSURANCE OR DISCLOSURE PURPOSE; OR (e) THE PLATFORM WILL ENSURE COMPLIANCE WITH ANY LAW, STANDARD OR FRAMEWORK.

12.5 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

13.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, reputation, business opportunity, anticipated savings, or loss or corruption of data, however caused and under any theory of liability, even if advised of the possibility of such loss.

13.2 Liability cap. To the maximum extent permitted by law, AMMRS's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually paid by the Customer to AMMRS under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

13.3 Specific exclusions. Without limiting the generality of the above, AMMRS shall have no liability for:

• (a) inaccuracies in Customer Content or in data supplied by Vendor Respondents;
• (b) the Customer's reliance on Output for regulatory filing, public disclosure or investor communication;
• (c) regulatory fines, penalties, enforcement action or restatement costs arising from the Customer's disclosures;
• (d) revisions or restatements to third-party emission factors, global warming potentials or reference datasets;
• (e) changes to ESG frameworks, standards or law;
• (f) procurement, contracting or disengagement decisions taken on the basis of vendor assessment scores;
• (g) failures of Customer systems, networks, third-party integrations or internet connectivity;
• (h) unauthorised access resulting from the Customer's failure to safeguard credentials.

13.4 Exceptions to the cap. The limitations in Sections 13.1 and 13.2 do not apply to: (a) the Customer's payment obligations; (b) either party's breach of confidentiality obligations; (c) the Customer's infringement of AMMRS's intellectual property rights; (d) either party's indemnification obligations under Section 14; (e) fraud, wilful misconduct or gross negligence; or (f) liability that cannot be limited by law.

13.5 Allocation of risk. The Customer acknowledges that the Fees reflect the allocation of risk set out in this Section, and that AMMRS would not enter into these Terms without these limitations.

13.6 Claims window. No claim arising out of these Terms may be brought more than twelve (12) months after the claimant knew or ought reasonably to have known of the circumstances giving rise to it, save where a longer period is mandatory under applicable law.

14.1 By AMMRS. AMMRS shall defend the Customer against any third-party claim alleging that the Platform, as provided by AMMRS and used in accordance with these Terms, infringes that third party's copyright, trademark, patent or trade secret, and shall indemnify the Customer against damages finally awarded or amounts payable under a settlement approved by AMMRS. This obligation does not apply where the claim arises from Customer Content, from modifications not made by AMMRS, from use in combination with items not supplied by AMMRS, or from use in breach of these Terms.

14.2 Remedies. If the Platform becomes, or in AMMRS's opinion is likely to become, the subject of an infringement claim, AMMRS may at its option: (a) procure the right to continue use; (b) modify or replace the affected functionality so that it is non-infringing while materially equivalent; or (c) terminate the affected subscription and refund prepaid Fees for the unused portion.

14.3 By the Customer. The Customer shall defend and indemnify AMMRS against any third-party claim arising from: (a) Customer Content, including claims of infringement, defamation, or breach of privacy or data protection law; (b) the Customer's breach of Section 5.3; (c) the Customer's disclosures, filings or public statements; (d) the Customer's decisions regarding Vendor Respondents; or (e) the Customer's unlawful use of the Platform.

14.4 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement imposing liability or admission on the indemnified party is made without consent), and provide reasonable cooperation at the indemnifying party's expense.

Neither party shall be liable for any delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, government action, embargo, strike or labour dispute, failure of public utilities or telecommunications, internet or cloud infrastructure failure, or cyberattack. The affected party shall notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form on written notice.

16.1 Governing law. These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Good faith negotiation. The parties shall first attempt to resolve any dispute amicably through good-faith discussions between senior representatives within thirty (30) days of written notice of dispute.

16.3 Arbitration. Any dispute not resolved under Section 16.2 shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The tribunal shall consist of a sole arbitrator appointed by mutual agreement, failing which by application under that Act. The seat and venue of arbitration shall be Surat, Gujarat, India, and the language shall be English. The award shall be final and binding.

16.4 Jurisdiction. Subject to Section 16.3, the courts at Surat, Gujarat, India shall have exclusive jurisdiction. Nothing prevents either party from seeking urgent injunctive or interim relief from any court of competent jurisdiction to protect its intellectual property or confidential information.

16.5 Nothing in this Section limits any mandatory consumer or statutory rights available to the Customer under the laws of its jurisdiction where such rights cannot lawfully be excluded.

17.1 Entire agreement. These Terms, together with the applicable Order Form, the Privacy Policy, the Data Processing Addendum and any Service Level Agreement, constitute the entire agreement between the parties and supersede all prior proposals, representations and understandings. In the event of conflict, the order of precedence is: (1) the Order Form; (2) the Data Processing Addendum (on data protection matters); (3) these Terms; (4) the Documentation.

17.2 Amendment. AMMRS may amend these Terms from time to time. Material changes will be notified by email to account administrators and by in-Platform notice at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance. If the Customer objects to a material change, it may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid Fees for the unused portion.

17.3 Assignment. The Customer may not assign or transfer these Terms without AMMRS's prior written consent, not to be unreasonably withheld. AMMRS may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, on notice to the Customer.

17.4 Subcontracting. AMMRS may engage subcontractors and sub-processors to perform its obligations, and remains responsible for their performance.

17.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

17.6 Severability. If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.

17.7 Waiver. No failure or delay in exercising any right operates as a waiver, and no single or partial exercise precludes any further exercise. Waivers must be in writing and signed.

17.8 Notices. Notices to AMMRS shall be sent to kunael.aneja@ammrs.co.in, marked for the attention of Kunael Aneja. Notices to the Customer shall be sent to the administrative contact on the account. Notices are deemed received on the next business day after transmission by email, provided no delivery failure is received.

17.9 No third-party beneficiaries. Except as expressly stated, these Terms confer no rights on any person who is not a party.

17.10 Compliance with law. Each party shall comply with all applicable laws in performing these Terms, including anti-bribery, anti-corruption, export control, sanctions and modern slavery laws.

17.11 Language. These Terms are drafted in English, which shall prevail over any translation.

17.12 Headings. Headings are for convenience only and do not affect interpretation.