General Terms & Conditions For Speeki Ratings
1. About Speeki Ratings.
a. Speeki Provides Ratings to Clients. Speeki provides Services to Clients who wish to obtain a Rating on their own practices around certain ESG risks. These services are known as Speeki Ratings.
b. This contract applies to the ratings services. These terms and conditions will apply whenever we provide the Speeki ratings to you (referred to as the “Agreement”).
2. We agree to keep each other’s information confidential.
a. Except as otherwise expressly allowed in this Agreement, Speeki shall only use the information and documents provided by you throughout the Speeki Ratings process, for the purpose of providing the Service.
b. You also acknowledge that the content of assessment questionnaires and information related to the Speeki Rating assessment methodology are considered as confidential information and intellectual property owned by Speeki and that you will not copy, download, screenshot, or share these questionnaires to anyone wither inside your organisation or outside.
c. This confidentiality undertaking does not apply to information in the public domain or to information already known by the other Party prior to the performance of the Service.
d. Each Party may disclose, without prior notification, approval, or consent by the other Party, to tax authorities, local or governmental authorities and courts any confidential information that is required to be disclosed by law, as well as to such Party's representatives, external counsels, and advisors, or for audit purposes. However, when this is required, the party must inform the other party immediately.
3. We need to use your data to provide the Speeki Ratings.
a. For us to grant you a Speeki Rating, you agree to provide Speeki the non-exclusive and royalty-free right, on a worldwide basis, to host, store in cache mode, process, reproduce, and display, the information you give us during the Speeki Ratings process (“Your Data”), and to use Your Data to provide your Speeki Rating and to maintain our database.
b. You also grant Speeki Ratings a right to include Your Data in a database of Speeki Ratings, access by third parties, controlled by you.
c. Whenever you provide Your Data to Speeki Ratings, we are relying on your representation that you have all the rights and authorizations that are necessary to provide Your Data to us for purposes of providing the Speeki Ratings.
d. Speeki is allowed to report your Speeki Rating (excluding any confidential information or documents provided by you) on the Speeki or Speeki Ratings website at any time unless you provide your withdrawal to Speeki in writing.
4. The performance of the Speeki Ratings Platform
a. Speeki shall not be responsible for any network-related failures, interruptions, outages, delays, system unavailability or other connectivity problems affecting the Speeki Ratings platform.
b. If Speeki becomes aware of a data breach incident likely to severely compromise the security of the Solution or of the Service, or of the Your Data, Speeki may, without notice, suspend momentarily the access to the Speeki Ratings solution to remedy the security breach in a timely manner. In such an event, Speeki shall not incur any liability to you in any respect.
c. You acknowledge that no software is error-free and that not all software errors can be corrected in a cost-effective manner or even that they need to be corrected.
d. Speeki does not warrant that the functionalities of the Speeki Ratings solution or of the Service will meet your requirements.
5. The Speeki Ratings is guidance on practices surrounding a particular risk area.
a. Speeki Ratings shall be regarded only as guidance to you around a particular risk area and Speeki cannot be and is not liable for any decision taken by you or any third party based on the Speeki Rating.
b. Speeki provides Speeki Ratings based on the disclosed information and our review at the time of assessment. Should any information or circumstances change during the period of the rating validity, Speeki reserves the right to place the Speeki Rating on hold and, if considered appropriate, to re-assess and possibly issue a revised Speeki Rating.
6. Your use of the Speeki Ratings platform
a. While using the Speeki Ratings, you agree not to interfere with or attempt to interfere with the proper working of the Solution or post or upload anything to the solution that contains a virus, or any harmful files.
b. You should secure your access to the Solution and maintain adequate security measures to safeguard the Solution from unauthorized access, use or copying. You are solely and uniquely responsible for the confidentiality your username and password.
c. You acknowledge that the Speeki Platform and its ratings methodology are Speeki’s intellectual property, and you should not translate or adapt the Solution for any purpose nor arrange or create derivative work, reverse-engineer or disassemble the Solution or any part of it.
7. Your obligations to provide accurate information to Speeki.
a. Once your purchase a Speeki Rating, you must cooperate with Speeki and ensure that you complete any questionnaires and update the Speeki Ratings platform in a timely manner and provide to Speeki the data, information and documentation that are appropriate for or in connection with Speeki providing the Speeki Rating.
b. You must ensure that all data provided to Speeki is accurate, faithful, and complete, and you must not provide any unlawful, fraudulent, harassing, libellous, or obscene data.
c. You should comply with all applicable laws and regulations when providing information to Speeki as part of the Speeki Ratings service.
8. You warrant that you and your company are not subject to sanctions of any type or from any country.
a. You represent and warrants that (i) neither you nor any of its officers or directors of the company is a Sanctioned Person and (ii) it will not use, and will not allow any party to use, any services provided by Speeki or its Affiliates (including, but not limited to, the Service and the Solution) in connection with doing business with or involving, Cuba, Iran, North Korea, Syria, Russia, or the Crimea region (but the list of countries or territories can change over time depending on changes in law), .
b. You represent and warrant that you will not use, and will not allow any party to use, any services provided by Speeki in connection with doing business with any Sanctioned Person or for any purpose that would
violate, or cause Speeki or its Affiliates to violate, Sanctions or Export Controls.
c. You acknowledge and agree that Speeki and its Affiliates are subject to Sanctions and Export Controls and must take measures to ensure compliance with applicable Sanctions and Export Controls. You acknowledge and agree that your access to and use of any services provided by Speeki is subject to the representations and warranties provided and may be blocked and suspended in the event of a potential match to a Sanctioned Person, and may, in the case of such a potential match, require information or documentation to be provided confirm your identity.
9. Indemnification.
a. Your Indemnity. You shall indemnify, defend and hold Speeki harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind, incurred by Speeki in connection with any claim made against Speeki that arises out of or relates to (i) any breach of any representations, warranties, covenants, or obligations of the User, (ii) the consequences of any unlawful, fraudulent, harassing, libellous, or obscene data, information or documents provided to Speeki, (iii) any actual or threatened claim by a third party who relies on the Speeki Rating and suffers actual or argued loss as a result of that reliance.
b. Speeki IP Indemnity. Subject to this Agreement, if the Solution infringes any intellectual property rights of a third party, and a claim is made against you, Speeki will indemnify you against any claim of such infringement, and shall pay any monetary judgments, reasonable and related attorneys' fees, and costs finally awarded to the third party for such infringement, or any settlement of such claim to which Speeki has agreed.
c. Indemnification Process. The indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
d. Mitigation. If any Service is, or in Speeki’s opinion, is likely to become the subject of any infringement-related claim, then Speeki will, at its expense and in its discretion: (a) procure for the User the right to
continue using the Service using paper; or (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent.
10. Your subscription and fees are payable to Speeki.
a. Speeki will only provide a Speeki Rating upon payment of all applicable fees, including a non-refundable, annual, or multi-year subscription fee dependent on the plan that the Rated company has selected.
b. Speeki reserves the right to revise its annual subscription fee schedule and/or implement a different pricing model or additional fees to be paid, at any time without incurring any liability whatsoever which will be applicable from the next subscription cycle.
c. Speeki reserves the right to charge a fee for specific types of payment. Bank-related fees (wire transfer and currency exchange fees, if any), as well as any debt collection services-related fees, shall be borne by you.
11. Speeki owns all the rights in the Speeki Ratings technology and methodology.
a. The entirety of content on Speeki Ratings, including all methodologies, procedures, management tools, workshops, manuals, software packages, databases, questionnaires, designs, ideas, inventions, expertise, commercial methods, analysis methods, assessment methodologies, assessment results and all other rights covered by intellectual property rights developed, created or acquired by Speeki prior to supplying the Service or during operation of the Solution, by any other means whatsoever, are and remain the exclusive property of Speeki.
b. All data and individual entries made by you, remain yours.
12. Personal Data is protected by Speeki.
a. While operating Speeki Ratings, Speeki, as a data controller, will process personal data in accordance with the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”).
b. In connection with this processing, Speeki will take adequate physical, administrative, and technical measures to protect such data against their accidental or unlawful destruction, accidental loss, alteration, disclosure, any unauthorized access, over the Internet, as well as against any form of unlawful processing, in accordance with its
Statement of Data Privacy, which can be viewed by clicking on the following link. Privacy Policy (https://www.speeki.com/legal-stuff/privacy-policy)
13. Our liability is strictly limited.
a. Notwithstanding any other provision in this Agreement, Speeki shall in no event be liable for any indirect loss or damage of any kind (including, without limitation, costs of cover, loss of profits, revenue, business, or loss or corruption of data) arising from or relating to this Agreement, including from (i) the use or inability to use the Solution or the Service, (ii) the use of Your Data or the Speeki Rating granted to you.
b. In any case the aggregate liability of Speeki, regardless of the legal ground, shall be strictly limited to the amount of the fees paid by You for the Speeki Rating the subject matter of the claim under this Agreement in the preceding twelve (12) months.
14. Term – Termination
a. This Agreement shall enter into force on the date you accept the General Terms & Conditions, as validated by online confirmation on the Speeki Ratings platform.
b. It will continue for an initial term of twelve (12) months from the date the User activates the service on the Speeki platform for the first time.
c. The Agreement will renew automatically for (12) months each, unless terminated by either of the Parties in accordance this Agreement.
d. You can terminate the Agreement at any time, for any reason, by discontinuing using the Solution and sending a written notification to Speeki. Documentation provided in electronic format will be deleted upon request. You will not be entitled to any refund.
e. Speeki may terminate this Agreement without notice if the User is found to be in material breach of any of the terms of this Agreement. You will not be entitled to a refund.
f. Speeki may terminate this Agreement at any time, for any reason, by sending a written notification (or notification in an electronic form) to the User. In such a situation, you will be entitled to receive a refund for the prepaid subscription fees on a pro-rata basis in respect of any Services not received after the date of termination.
15. Assignment and transfer
a. You shall not assign or transfer the Agreement to any third party without the prior written consent of Speeki.
b. Speeki may assign this Agreement to any direct or indirect subsidiaries, or to any other third party upon providing notice to you.
16. Modification
a. Speeki reserves the right, at any time, to unilaterally modify the terms of this Agreement for any future renewal period. The Users will be informed of any such changes by means of publication on the web site or through any other adequate means on the Speeki Ratings platform.
17. Applicable law and jurisdiction clause
a. This Agreement shall be governed, construed, and interpreted in accordance with the laws of Singapore.
b. Any dispute arising out of or in connection with the Agreement, which cannot be settled amicably, shall be submitted to the competent court of Singapore, which shall have exclusive jurisdiction notwithstanding the plurality of defendants.
18. Application of the Agreement
a. The Parties hereby agree that this Agreement sets forth the entirety of their respective rights and obligations relating to the subject matter thereof.
b. This Agreement supersedes all prior agreements, negotiations and discussions between the Parties relating thereto. Any terms or conditions of any purchase order or other documents submitted by you in connection with the access to or use of the Solution that are in addition to, different from, or inconsistent with this Agreement are not binding on Speeki and are ineffective.
19. Definitions
“Affiliate” means any corporation or other legal entity that controls, is controlled by, or is under common control with a Party.
“Control” means, for purposes of the definitions of “Affiliate” and “Subsidiary” (a) with respect to a corporation, the control or ownership (directly or indirectly) of fifty percent (50%) or more of the shares or securities of such corporation representing the right to vote for the election of directors, and (b) with respect to any other legal entity, fifty percent (50%) or more ownership interest or control representing the right to make decisions for such entity. An Affiliate or Subsidiary qualifies as such only for so long as such control exists.
“Directory” means the compilation of a database containing the Rating given by Speeki including each entity’s name, physical location, industry, website, status (rated/ not rated), Rating publication and expiration date and performance medals achieved because of the assessment.
“Export Controls” means any laws, regulations, and restrictive measures (in each case having the force of law) related to the import, export or re-export of goods, technology and services administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Commerce’s Bureau of Industry and Security and Department of State’s Directorate of Defense Trade Controls), (ii) the European Union and its member states, (iii) the United Kingdom, or (iv) other jurisdictions with regulatory authority over Speeki, the Rated company(ies) or their respective Affiliates.
“Party” means Speeki or You.
“Sanctioned Person” means a legal or natural person that is (i) the subject of Sanctions, (ii) resident in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions currently or within the past five years (including Cuba, Iran, North Korea, , Syria, or the Crimea region, (but the list of countries or territories can change over time depending on changes in law), or (iii) owned or otherwise controlled by any of the foregoing.
“Sanctions” means any trade, economic and financial sanctions and embargo laws, regulations, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury’s Office of Foreign Assets Control and Department of State), (ii) the European Union and its member states, (iii) the United Nations, (iv) the United Kingdom, or (v) other jurisdictions with regulatory authority over Speeki, the Rated company(ies) or their respective Affiliates.
“Services” means the clients ESG rating assessment and any monitoring service (if applicable), and its associated support as well other services offered by Speeki to its Customers as part of its ratings business.
“Speeki” means Speeki Pte Ltd, of 22 Martin Road, #03-01, Singapore 239058.
“Subsidiary(ies)” means any corporation or other legal entity.
“Rating” means a summary of the Rated company’s specific assessment results. Rating can include (i) quantitative ratings; (ii) qualitative information on the Rated company's practices; and (iii) benchmarking of all Rated companies' performance.
“Ratings Solution” means the Speeki online platform enabling the management of information and documents provided and relating to certain ESG risk areas which have been provided as input to the Services provided by Speeki. The platform is accessible at https://ratings.speeki.com
“You” means any business entity entering a contract with Speeki by accepting the present General Terms & Conditions and registering on the Speeki Ratings Solution to provide information on its ESG practices.