ESG PRO Limited Terms and Conditions

Version 1 June 2025

These Terms and Conditions will apply to the provision of all products and services provided by ESG PRO Limited, a company registered in England under number 10218501, with its registered office located at Shrawley House, Shrawley, Worcestershire, WR6 6TG, (“ESG PRO”, “the company”, “we”, “us”), and this contract shall govern the entire relationship between ourselves and any client (“you”).

1.Definitions and Interpretations

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Acceptance” means the issuance of an instruction to proceed, order confirmation, or official purchase order in response to our written proposal (whether produced electronically or by other means), and such acceptance shall be deemed to specifically construe agreement to these terms and conditions;

“Client” means the individual, firm, corporate body, non-profit entity, or government purchasing the services. Where an individual is entering into this Contract on behalf of an organisation, the individual confirms they have the authority to enter into this Contract on behalf of that organisation and that the organisation will be the Client in the context of this Contract;

“Consultancy” means the time devoted to the provision of our services, which by default is provided remotely via telephone and online platforms such as MS-Teams. Our Consultancy time is comprised of both active client engagement as well as ‘offline’ activities such as the development of bespoke documentation, auditing, and other client-focussed analysis;

“Contract” means the contract formed upon Acceptance by the Client as above, which will incorporate and be subject to these Terms and Conditions, together with any terms agreed in the letter of appointment which confirms the entire scope of Services to be provided;

“ESG PRO doo” means ESG PRO doo Skopje, a company registered in the Republic of North Macedonia with its registered office at Mihail I Eftihij 31-13, Kisela Vooda, Skopje, North Macedonia.

“Proposal” means our proposal to carry out the Services and/or provide associated products, which unless otherwise stated, remains open for acceptance for a period of 30 days;

“Scope of Work” or “SOW” means a written document defining specific processes, methods, outcomes, costs, or other undertakings which are not expressly included in our published product or service offerings.

“Services” means the services to be carried out by us as detailed in our sales literature which specifies what products we shall supply and the Consultancy time included;

“Term” means the term of this Contract as defined in clauses 2 and 11.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.a “we”, “us” and “our” is a reference to the Company;

1.2.b “writing” and “written” includes emails and similar communications;

1.2.c a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.d “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented according to the needs of the Company;

1.2.e a clause is a reference to a clause of these Terms and Conditions;

1.2.f a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.

1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Contract

2.1. The Contract is formed as soon as we receive Acceptance, and includes the acceptance of these Terms and Conditions, which shall apply between you and us. No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.

2.2 The Contract will be either:

2.2.a on a one-off basis for the duration of the project where a deliverable is stipulated as being for the number of hours or days;

2.2.b for a fixed minimum Term of 12 months or 36 months; or

2.2.c on an ongoing rolling annual basis; or

2.2.d For the completion of a specific deliverable where the hours or days are not stipulated in the Proposal or SoW.

3. Documentation and Advice

3.1. All reports, procedures and documentation we prepare will be based on information provided to us at the time by the Client and we will not be legally responsible for their accuracy or veracity. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where the Client has provided incorrect information or has failed to provide information necessary for us to provide our professional advice.

3.2 We may provide an action plan for implementing our recommendations and it is the Client’s responsibility to ensure these recommendations are implemented correctly and fully.

3.3 We may provide the Client with templates and/or checklists for documentation. These will be based on information provided to us at the time and may contain sections which the Client will need to complete. If we have authorised the Client to make any amendments to any documentation provided by us, it is the Client’s responsibility to check the amendments made are appropriate and that the amended documentation still conforms to current UK law.

3.4 Any documentation we may provide will be submitted in our normal standard formats such as Microsoft Word and Adobe PDF only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.

4. Timescales

4.1 Both parties agree to use all reasonable endeavours to meet any given response times required. However, any such response times we may provide are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services.

4.2 Our normal working hours are offered via the United Kingdom Monday – Friday, 9:00 am – 5:00 pm excluding public holidays. We are also closed from 24 December until 4 January. Services are not available when we are closed, expect by prior arrangement.

5. Training

5.1 Where we have agreed to provide training, this must be paid for in full no later than 7 days in advance of the relevant training session. Should payment not be received within this timeframe, we reserve the right to cancel the training session and shall charge for any costs incurred.

5.2 The Client shall be entitled to substitute delegates without penalty, provided we are advised of this a minimum of 7 days in advance of the relevant training session. Any increase or decrease in the number of delegates may result in additional costs being levied and/or the cancellation of the training session, which will be subject to the cancellation provisions in clause 7.6 below.

5.3 Unless specifically stated to the contrary in our Proposal, the Client is required to provide the facilities required for us to carry out the training services.

5.4 Where we are responsible for providing the facilities, these shall be charged for at cost, plus administration fees, and shall become due for payment immediately. In addition, the Client must advise us in advance of any special requests, such as disability access and any dietary requirements.

5.1.6 No refunds will be issued should the Client cancel or reschedule any training session.

6. Fees and Payment

6.1 The Client agrees to pay the fees as detailed in the accepted Proposal in accordance with these terms of payment.

6.1.1 The Client agrees that the Company may invoice via ESG PRO Limited or ESG PRO doo according the nature of the services being provided and the needs of the Company.

6.1.2 When the Company invoices via ESG PRO doo, the invoice total shall be the same as that which would be due as the total payable if the invoice was issued by ESG PRO Limited and shall also be payable in GBP.

6.1.3 The Client acknowledges and agrees that ESG PRO Limited may, at its sole discretion, assign, novate, or otherwise transfer this Agreement, in whole or in part, to ESG PRO doo without requiring further consent from the Client. Upon such transfer, all rights and obligations of ESG PRO Limited under this Agreement shall be assumed in full by ESG PRO doo, and ESG PRO Limited shall be released from any further liability or responsibility in respect of the transferred Agreement.

6.2 In addition, where we provide our services on the client’s site or place of choosing, we will charge to the Client our reasonable travelling time based on our published daily rate for consultancy and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

6.3 We reserve the right to request a deposit up front before the Services commence. If so, this will be detailed in our Proposal and must be paid before any works will be carried out.

6.4 All invoices are payable in pounds sterling by bank transfer or via our chosen recurring payment system, without set-off, withholding or deduction, strictly within 14 days from the date of invoice, unless otherwise agreed or stipulated on our official invoices.

6.5 All sums payable under the Contract are exclusive of VAT at the current rate. Any amendment to the standard VAT rate will be notified in writing and subsequent payments adjusted accordingly.

6.6 The time of payment shall be of the essence. If the Client fails to make any payment on the due date, then we shall, without prejudice to any other rights or remedies available to us under this Agreement or under any statutory provision in force at the time, have the right to:

(a) suspend the Services without notice;

(b) suspend any permissions granted under clauses 5.1 or 6.2, where applicable;

(c) charge the Client interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, such interest to accrue on a daily basis, both before and after judgment, and to be compounded monthly;

(d) charge a fixed late payment fee in accordance with the Late Payment of Commercial Debts Regulations 2002; and

(e) recover any reasonable additional costs incurred in recovering the debt which exceed the fixed fee referred to in clause 6.6(d).

The parties agree that the interest and charges set out in this clause represent a reasonable pre-estimate of the likely costs and losses arising from late payment and are not intended to operate as a penalty.

6.7 We may offer our products and services on a monthly payment plan. Acceptance is subject to approval and may require a deposit to be paid. Such payment arrangements shall not constitute a monthly subscription and the total amount shall be due immediately if the Client falls into arrears on making such monthly payments at which point clause 6.6 shall apply.

7. Revocation of Right to Cancellation
   

   7.1 The Client acknowledges and agrees that the statutory or contractual right to cancel this Agreement shall be revoked upon commencement of project delivery. For the purposes of this Agreement, project delivery shall be deemed to have commenced at the point that ESG PRO Limited has conducted the Client onboarding meeting. From that moment, the Client shall have no right to cancel or withdraw from the Agreement, and all fees agreed under the Proposal shall become payable in accordance with Section 6.

8. Client’s Responsibilities

8.1 The Client agrees to:

8.1.a make payments to us in accordance with clause 6;

8.1.b provide us with any information, and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services in accordance with the Contract;

8.1.c appoint a primary contact to act as the Client’s representative to liaise with us in connection with the Services;

8.1.d carry out any preparatory and follow up work as instructed by us; and

8.1.e If the Client fails to meet any of the provisions of clause 7.1 above, without limiting our other rights or remedies, we shall:

8.1.f have the right to suspend performance of the Services until the Client remedies the default (and/or terminate the Contract in accordance with clause 11.4.3 below);

8.1.2.a.2 not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and

8.1.2.a.3 be entitled to claim for any costs or losses incurred by us arising directly or indirectly from the Client’s default.

9. Site Visits and Meetings

9.1 Any site visit(s) and meeting(s) included in our Proposal will be carried out at a time agreed between us and the Client in advance. We require a minimum of 48 hours’ notice to cancel or rearrange an agreed site visit or meeting. If we do not receive the required notice, or if we are unable to gain access to a premises at which a site visit or meeting has been agreed, we reserve the right to charge an additional fee for the aborted visit.

9.2 Our price is based on being able to complete our Services in the agreed number of hours or consecutive days over the period as detailed in the Proposal. We reserve the right to recover any costs incurred by way of delays or abortive visits, or for any other delays attributable to the Client including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein and these will be charged at our standard fee rates applicable at the time.

9.3 If we have to reschedule or cancel a scheduled visit, we will contact the Client as soon as reasonably practicable to minimise disruption and will book another visit as soon as reasonably practicable.

9.4 Our costs for client-facing meetings shall include the costs for appropriate public transport, and/ or private vehicle. Where flights are required, flights of more than three hours will be via Business Class.

10. Errors or Discrepancies

The Client is responsible for the accuracy of any information submitted to us and for ensuring that the Proposal reflects their requirements. Our Proposal is based on the information provided to us at the time of its preparation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.

11. Variation and Amendments

11.1 If the Client wishes to vary the services to be provided, they must notify us in writing as soon as possible. We will endeavour to make any required changes and any additional costs incurred will be invoiced to the Client.

11.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify the Client immediately. We will endeavour to keep such changes to a minimum and will seek to offer the Client arrangements as close to the original as reasonably practicable in the circumstances.

11.3 Any agreed variation or amendment will be carried out in accordance with these Terms & Conditions and any price increase necessitated as a result will be payable in accordance with clause 8 above.

12. Termination

12.1 Contracts on a one-off or fixed Term basis (as outlined in clauses 2.2.1 and 2.2.2 above) will expire at the end of the Term, unless both parties agree to extend the Term in writing.

12.2 We may terminate this Contract immediately without liability to the Client by giving written notice:

12.3 in the event that the Client has failed to pay the fees when required to do so and fails or refuses to do so following the expiry of a written notice from us requesting such payment within 7 days;

12.4 in the event of the Client committing a serious criminal offence or giving to us any false or misleading statement or making any negligent or fraudulent misrepresentation in relation to this Contract; or

12.5 Either Party has the right to terminate this Contract immediately if the other commits a material breach of this Contract and fails to remedy that breach within 14 days of receiving notice of the breach, or if the other goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

12.6 In the event of termination:

12.7 all payments due under this Contract shall become due and immediately payable. In respect of Services provided but for which no invoice has been submitted, we shall be entitled to submit an invoice, which shall become due and immediately payable;

12.8 the Client shall no longer use our company name in any manner, and we shall accept no responsibility or liability whatsoever for these services from the date of termination;

12.9 the Client shall immediately cease to use all materials provided by us;

12.10 any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.

12.12 The rights to terminate this Contract given by this clause 11 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

13. Confidentiality

13.1 Both parties recognise that throughout the provision of the Services, certain information will be shared, which may be confidential, commercially valuable, sensitive and/or personal.

13.2 It is Client’s responsibility to identify and mark any such information and to notify us of the same.  Such information will only be disseminated within the Company in so far as we deem this to be reasonably necessary in order to fulfil our legal and contractual duties in the provision of our Services.  No such information will be shared outside the organisation, unless required by law, by any court order or unless so authorised by the Client in writing.

13.3 The Client warrants that they will not use any confidential information provided by us other than to perform their obligations under the Contract and will not disseminate it to any third party unless required by law, by any court order or unless so authorised by us in writing.

13.4 The provisions of this clause shall continue in force, notwithstanding the termination or expiry of the Contract for any reason.

13.5 The Client agrees that we may make reference to its organisation’s name as a customer of ESG PRO.

14. Literature and Representations

14.1 Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.

15. Intellectual Property

15.1 Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the provision of the Services. Under no circumstances shall material provided by us be lent, hired out, sold or otherwise circulated by either manual or electronic means, nor shall it be photocopied or otherwise reproduced without our express written consent. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights. The Client shall not be entitled to use our company name or logo without our prior written consent.

15.2 The Client warrants that any document or instruction furnished or given by them will not cause us to infringe any letter patent, registered design or trade mark in the execution of our Services and will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from our use of the Client’s information.

16. No Employment

16.1 Nothing in this Contract will render or be deemed to render us an employee or agent of the Client or the Client an employee or agent of ours.

17. Assignment and Sub-Contracting

17.1 The Client is not entitled to assign the benefits under the Contract.

17.2 We may sub-contract the performance of any of our obligations under the Contract without the prior written consent of the Client. We will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.

18. Liability and Indemnity

18.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

18.2 Except as provided herein, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded to the maximum extent permitted by law.

18.3 We hereby exclude all liability in respect of any claims arising out of any lack of information provided by the Client or any alteration to, or modification of, a Client’s procedures, working practices or conditions at the time of our investigation, unless such alteration and/or modification is made on our recommendation or with our express knowledge and consent.

18.4 Where we have good reason to believe that our professional advice is not being followed, we will take reasonable steps to ensure that any Client overruling or neglecting our advice is formally made aware of the potential adverse consequences which may result.  We cannot be held liable for any consequences should our professional advice not be taken. We cannot be held liable for any adverse consequences where the Client has withheld information necessary for us to provide professional advice.

18.5 It is imperative that we are kept informed of any significant changes within the business (whether relating to the Client’s activities, products, services, or people) that may or may not have an effect on the Client’s requirements, legal or otherwise.  Should this information not be forthcoming from the Client, or our requests for information not be responded to by the Client, we will have no liability whatsoever for any effects on the Client’s business’ requirements for which we have not been made aware or had no response to requests and have the right to terminate the contract forthwith without any financial or other liability to us whatsoever.

18.6 In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, will not exceed the fees and expenses paid by the Client for the Services in the 12 months immediately preceding the date on which the claim arose.

19. Restrictive Covenants

19.1 The Client will not, during the term of the Contract and for a period of 6 months from its expiry or termination, without our prior written consent, solicit, entice away, appoint in any way or cause to be employed, engaged or appointed any person who is or has been an employee, agent, director, consultant or independent contractor of ours in the provision of the Services.

20. Force Majeure

20.1 Neither Party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event beyond the control of the Party in question.

21. Waiver

21.1 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract will constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure will not be deemed to be a waiver of any preceding or subsequent breach and will not constitute a continuing waiver.

22. Our service level

22.1 For the avoidance of doubt, we offer the following guidance in respect of our service levels.

22.2 The role of ESG PRO Limited:

ESG PRO’s consultants are the client’s advisors. We are an outsourced function working closely in support of our client’s in-house sustainability team or appointed project lead. We support the client’s sustainability personnel, if they have such staff, or we manage the entire process on behalf of the client.

Our consultancy engagement process has many components, ranging from conducting materiality assessments, supplier sustainability audits, training and supporting the client’s staff on how to answer the many ESG framework questions, advising on ESG strategy, and even drafting legal-grade policies.

Because the majority of responses to the many sustainability frameworks require intricate knowledge of the client’s organisation, we are not responsible for crafting the client’s responses unless this level of consultancy has been specified in the Statement of Work (SOW). We do, however, edit and enhance the client’s responses, and make suggestions as to how they might be improved.

22.3 Our specialist services:

Our pricing and service delivery is defined in the SOW agreed between ESG PRO and the client. Our performance, assurances, guarantees, and other commitments are limited to those defined in the SOW, and no clause shall override our standard terms and conditions unless explicitly stated as such.

22.4 Our work is conducted remotely:

ESG PRO delivers all of its core services remotely via MS-Teams video unless the client has specifically purchased or contracted to on-site support. Not only does this reduce the client’s fees, but it’s good for the environment.

Occasionally we may determine that on-site client support or engagement is required. With the client’s prior agreement, we can travel to the client’s designated site. This offer is available globally, and a schedule of fees is available for review.

Frameworks which require assessment of climate scenario risks and opportunities require “discovery workshops” completed by ESG PRO in-person on-site.

22.5 Independent Assurance (Auditing):

As our consultants receive responses from our client’s designated staff, we act as independent assurers. We are auditing the responses for completeness and quality, and we are ensuring they meet the criteria of the reporting framework.

We revert to the client for clarifications where required, and we might reject a response if it cannot be substantiated. From this output, we develop the client’s Action Plan which will drive further enhancement across all material topics and the requisite KPIs.

As direct consultants, we are not auditors in the strictest definition because we are too close to the client. Of the many hundreds of KPIs, it is impossible for us to prove the client’s claims. For example, we don’t examine the accounts to evidence claims of charitable donations. We do, however, challenge clients when we feel that a claim cannot be substantiated, and we advise them as to the risks.

Our work, once completed, is then submitted to the ESG ratings issuer which conducts an entirely independent audit of the data, and it is they who re-grade our assessment and issue the ESG rating. Their determination is final.

Upon receipt of the ESG rating, we then produce the client’s Annual Sustainability Report, to a length defined by the client’s engagement package (Bronze, Silver, Gold, Platinum). The costs for this substantial work phase are included in our pricing, and every client may review a model document.

22.6 All software included:

Our service includes all software license costs related to the minimum provision of our service for the duration of the contract term. This includes our own intellectual property, and the various software platforms we utilise in the performance of our work.

22.7 Comparison to industry & competitors:

Many of our service levels include a sustainability comparison analysis of up to ten companies nominated by you. These may be industry competitors or other peers of any size. We require only that you provide the company’s name and website.

This analysis evaluates the publicly available data of each firm according to its approach to sustainability and covers such topics as emissions reporting, ESG, CSR, and s.172 reporting if relevant. The purpose is to contribute to defining your overall sustainability strategy and priorities.

The report we prepare is an opinion piece, varying in length but typically in the order of 4-7 pages. Our work draws upon data sourced from financial credit reporting agencies, the firm’s website, published annual reports, published ESG and CSR reports, emissions data, and related sources.

There is no limit to the number of firms which be added to the study, but for more than ten such comparisons we charge the additional work at our hourly rate.

We caution that many organisations do not make their sustainability data readily available. This service component relates only to sustainability data published in English and freely available.

22.8 Formulation of action plan:

As your ESG reporting process nears its conclusion for each reporting period, our consultants will advise you of the areas of your reporting which are most in need of improvement. This will consider all material topics covered, and our guidance will emphasise a balanced approach to improving your ESG rating scores across the three pillars of ESG.

You are under no obligation to follow our recommendations, however strongly they are advised, but failure to do so may result in an undesirable lowering of your ESG rating performance score.

22.9 Bespoke company policies:

Within your service contract, there is a provision for our legal team to draft bespoke company policies and public statements for topics which relate to ESG. These are prepared in accordance with prevailing United Kingdom legislation, applicable regulations, and industry best practise. For clients with operations outside of the United Kingdom, your policies should be reviewed by a competent expert according to the requirements of each specific jurisdiction.

The supply of a single policy or public-facing statement shall be charged to the Client’s account as two hours of work. Additional documents beyond those provided with your service level may be prepared upon request and these will be charged according to our hourly rate.

22.10 ESG ratings and certifications:

Our ESG reporting service includes all costs related to the issuance of your ESG rating by ESG PRO, or a third party such as but not limited to B Corp, EcoVadis™, CDP, as well as similar standards such as MSAT, NHS Evergreen Greenleaf, GSTC etc. The Company makes no assurances as to the success of a client in securing a pass or the desired grades for any such rating or service.

22.11 ESG Annual Sustainability Report:

Our reports may make use of licenses stock images. The client may elect to supply alternative images, and the client warrants that they hold copyright.

Our Annual Sustainability Report will be offered as a draft for review, and our service level allows for up to three revisions at no additional charge. There is no limit to revisions due to our errors for such matters as spelling and grammar.

Your report will be provided as an Adobe PDF in print quality and may be presented as single or two-page spreads.

The copyright of the Annual Sustainability Report remains with ESG PRO, but you may make unlimited adaptations and derivatives under the sole proviso that ESG PRO is given appropriate credit. You may publish our work or your derivatives without limitation.

22.12 Liability insurance:

ESG PRO maintains £5,000,000 professional indemnity insurance, and a copy of our policy is available upon request.

22.13 Options for Comprehensive Auditing:

Through the ESG PRO legal team, we offer an optional comprehensive auditing (statement verification) service as part of our ESG services. This needs to be stipulated as part of the SOW and is priced accordingly.

22.14 Carbon/ GHG Reporting:

Our core carbon/GHG reporting is focused on preparing a formal Carbon Reduction Plan in accordance with the UK government PPN 006 procurement standard and for compliance with the UK Streamlined Energy and Carbon Reporting (SECR) regulation.

We can support reporting on energy Scopes 1 and 2, and all fifteen categories of Scope 3 as may be applicable, subject to the data being provided by the client.

In respect of PPN 006 we report on Scope 1, 2, and the five mandatory Scope 3 categories.

Our SECR reporting includes Scope 1, 2, and the Scope 3 categories of Business Travel and Employee Commuting. In addition, we generate the appropriate energy intensity ratios.

We train the client on what data needs to be provided to us, and we provide the reporting interface. All calculations are performed by our team, and the report writing is included without additional charge.

For an additional fee, such reporting may be extended to include:

• Validation of Net Zero statement against Science Based Targets,
• ISO 14068 ACAS accedited carbon neutrality verification,
• ISO 14064 ACAS accredited carbon neutrality verification,
• Embodied Carbon calculations (for the construction industry).

22.15 Supply chain sustainability auditing:

Supply chain sustainability auditing may be purchased separately as a stand-alone service.

You are required to supply your purchase ledger, and you are responsible for distributing the survey links to ensure optimal supplier response rates. As part of our service, we manage all aspects of hosting the audit survey via our secure web portal, and the subsequent auditing.

This auditing may be a supplier self-assessment, or it may extend to a comprehensive audit whereby our consultants will validate each response and request additional data from the supplier. It concludes with our consultants preparing a “traffic light” report as to your supply chain’s sustainability risks.

23. Social Value Sustainability Initiative (SVSI)

23.1. Enrolment and Participation
All ESG Pro clients are automatically enrolled into the ESG Pro Social Value Sustainability Initiative (SVSI) unless they choose to opt out in writing. SVSI is our in-house mechanism for delivering ESG-aligned social value through revenue allocation. As standard, 20% of ESG Pro revenue is redirected in the client’s name to fund certified social value projects.

23.2. SVSI Project Funding and Options
Clients participate in two core programmes:

• The School Impact Project
• SME Service Subsidies Programme

Clients may optionally choose to invest into the SVSI directly as active sponsors, enabling bespoke project creation or scaled rollouts of the above. These projects may be designed to serve procurement requirements (e.g. under the Procurement Act 2023) or deliver strategic ESG uplift across supply chains or communities.

23.3. Universal Social Value from All Spend
Every purchase from ESG Pro (including standalone services such as policies or frameworks) contributes to social value creation via SVSI. Clients who opt out will still see their associated value directed to community benefit; however, the contribution will be made under ESG Pro’s name.

23.4. Sponsorship Rights and Structure
Every service client is granted the right to sponsor up to 5 organisations at the start of their service year, with 1 additional stakeholder per month thereafter (i.e. 17 total annually). These stakeholders receive:

• A fully funded ESG Readiness Assessment
• GRI 207-aligned Tax Transparency Certificate
• Access to sponsor 5 further organisations if desired

23.5. Regional Sponsorship and Tracking
By default, clients sponsor stakeholders in the region of their registered HQ. Regional designations may be changed for a nominal administration fee. Active SVSI project sponsors may select multiple regions or communities, which ESG Pro will track transparently.

23.6. Contact, Consent and Engagement Rights
Clients agree that ESG Pro may contact their sponsored stakeholders to:

• Deliver the ESG Readiness Assessment
• Conduct a free consultation workshop to explain results
• Issue the relevant certificates
• Offer opt-in continuity to participate in SVSI

Important: These engagements are not sales calls. They are free value-add sessions that may address risk, readiness, or compliance pain points. ESG Pro will only offer additional services upon request or if stakeholders seek support.

23.7. Commercial Offers for Stakeholders
Stakeholders may be offered:

• The ESG Pro Carbon Cost Challenge (guaranteed 20% saving on previous carbon reporting costs)
• A price-match guarantee for service upgrades
• The right to become SVSI sponsors themselves and fund their own regional chains

23.8. Revenue Allocation Structure
For clients who do not actively pay into the SVSI programme:

• 10% of stakeholder spend goes to SVSI project growth
• 10% goes to community impact

For clients actively sponsoring SVSI:

• 10% goes to community impact
• 10% is returned to offset the sponsor’s upfront contribution, until the full amount is reimbursed
• Thereafter, surplus funds go first to sponsor additional stakeholders on behalf of the original sponsor. Once the sponsor’s full annual allowance of stakeholder sponsorships has been fulfilled, any remaining surplus is redirected to the SME Service Subsidy Fund.

23.9. SME Subsidy Fund
Micro, small, and medium businesses (1–10; 11–50; 51–150 employees as defined by ESG Pro) may apply for service subsidies if they are under pressure to comply (e.g. due to procurement requirements) but cannot afford full ESG services.

• The fund is limited and applications are reviewed on a rolling basis
• If funds are unavailable, the applicant will receive a free ESG Readiness assessment and mapping session, and be added to the waiting list
• Where urgent timelines exist, a low-cost subscription alternative may be offered

23.10. Assurance and Ethical Delivery
ESG Pro is committed to making ESG compliance and social value delivery inclusive, affordable, and transparent. We ensure that every stakeholder, client, and project is treated with integrity and that no initiative within the SVSI constitutes hidden costs, commissions, or unsolicited upselling. All actions are documented, traceable, and in service of our founding purpose: to make ESG good governance accessible to every business.

24. Severance

24.1 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.

25. Data Protection

25.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and the UK General Data Protection Regulation and any subsequent amendments thereto.

26. Third Party Rights

26.1 No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.

27. Notices

27.1 All notices shall be in writing, addressed to the most recent address or email address notified to the other Party and shall be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

27.2 Notices will be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

28. Law and Jurisdiction

28.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) will be governed by, and construed in accordance with, the laws of England and Wales.

28.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the jurisdiction of the courts of England and Wales.