Trendsetters Skill Assessors

This document is an electronic record in terms of Information Technology Act, 2000, India and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Internet domain names esg.tsassessors.com and esg.tsassessors.com (hereinafter referred to as "TSA" and/or “TSA Platform” and/ or “TSA Website”) are owned by Trendsetters Skill Assessors.

When you interact on TSA Website, you shall be subject to terms and conditions mentioned in this document (may be referred to as, “this Agreement” subsequently, in this document) including, applicable Policies or Terms which are incorporated herein by way of reference and you agree to bind yourself with the terms and stipulations contained hereinafter.

Tenure

These Terms and Conditions shall commence/ become applicable from the time you chose to interact with TSA website and will remain valid till you use TSA Website.

However, Clauses on Confidentiality, Intellectual Property Rights, Code of Conduct, Indemnification, Acceptable Use of TSA Website and Platform, Disclaimers, Warranties & Limitation of Liabilities, will survive any kind of Termination, till Perpetuity.

1. Platform and Services

Platform Access, subject to the terms and conditions of this Document:

a. TSA grants access to the TSA platform to use it so as to offer services

b. TSA reserves the right to modify/ improve features and functionality of the Platform, without notice, at its sole discretion.

c. Whereas Websites esg.tsassessors.com are a platform provided by TSA.

d. TSA reserves the Right to Advertise/ Publicise broad description of the Milestones/ Work delivered by engagement through TSA Websites or in promotion mails/ events/ seminars/ webinars etc, as Reference Use-cases/ Samples/ Achievements, for viewing by other users who visit TSA Websites. This is merely to highlight achievements/ works completed through TSA Platform.

e. Where-so-ever Calendar Days/ Timings are referred-to, in TSA Website, FAQs (Frequently Asked Questions), Tripartite Agreement, this Document or in Project/ Contract, they are as per IST (Indian Standard Time), which is UTC+05:30. Further, India currently does not observe daylight saving time (DST) or other seasonal adjustments. TSA would capture Date and Time of Start of Contract/ Project/ Milestone and other associated events, as per IST

2. Business Model followed by TSA

By accepting Terms and Conditions of this Document, you agree to the following:

a. Trendsetters Skill Assessors and its Affiliates (collectively, " Trendsetters Skill Assessors ", "we" or "us") helps with services to yield a positive Impact to Climate of our Globe. Trendsetters Skill Assessors do testing, inspection, auditing, evaluation, monitoring, validation, verification, assurance, counselling and credits-trading services for Green projects being pursued under CDM methodology, Verra Registry Programs, GS (Gold Standard), GCC (Global Carbon Council).

b. TSA provides a Free, Simple, Secure, Users can contact TSA platform by filling requisite details in the contact Form.

3. Local Laws on Working, Taxes, Contracts

By working with TSA Website, cliebts are deemed to have familiarized themselves with respective local laws on Work, Contracts, Taxes, Since TSA works for multiple countries, it is not practically feasible for TSA to follow different laws for Users from different countries. TSA follows the laws of its Country of Incorporation, India. User therefore, are themselves liable to know all such local laws and adhere/ abide/ comply to them.

TSA is indemnified of any infringement of respective local laws by user their respective work/ conduct/ compliances. Further, TSA is also indemnified from any third party, and gets effected, in any manner due, to non-compliance of local laws by user.

4. Treatment of FOREX Conversion, Payment Gateway or Bank Charges

It is agreed by User that TSA has no control over FOREX conversion rates charged by different Banks/ Payment Gateways, Bank Transaction Charges (Wire Transfer etc) when Payments are made inter-country, in different currencies or on Bank charges (including intermediary Banks).

5. Dispute Resolution Mechanism

a. To avoid any disputes, User agree to remain in touch with TSA and engage regularly while the Milestone or Project is being worked-on by theTSA; this would greatly reduce any last minute hiccups, dissatisfaction, miscommunications and disputes.

b. If a dispute does occur, both User & TSA are to agree to mutually come to an amicable resolution as it would not only impact their subsequent mutual association, but will also dent future engagements

c. If the dispute does not get mutually resolved between TSA & user, TSA for Arbitration, shall adjudicate the dispute in accordance with the provisions of “Arbitration and Reconciliation Act, 1994 of India”.

6. Taxes, Levies, Bank Charges etc

TSA is incorporated in India and follows current Indian rules and regulations on Taxes which are captured in the table below and all Users agree to these regulations:

a. TDS: Tax Deducted at Source

i. This is applicable to who is Resident of India or is a Company incorporated in India

ii. As per Indian Government’s current rules, TDS will be deducted would be paid by TSA to the Indian Government, against the registered PAN (Permanent Account Number) of the Client (Permanent Account Number), whether Individual or a Company. TSA’s TAN Number (Tax Deduction and Collection Account Number) basis which it will deduct Tax.

iii. Same would get reflected in Online Tax Form 26AS of client, for reconciliation of annual Income Tax

b. GST: Goods and Services Tax

i. This is applicable to the Client who is Resident of India (in case of Individual) or is a Company incorporated in India

ii. As per current Government rules, 18% would be charged over and above the Deposits that the client makes with TSA and would be deposited by TSA with the Indian Government against the GST Number of the client.

iii.* If the client is located/ incorporated outside India and/ or has made deposit with TSA using Foreign Credit/ Debit card, this additional 18% charged, would be reversed back by TSA to user’s Credit/ Debit Card using which latter had made the payment, within 7 working bank days

c. Kindly note that the rates mentioned in the above Table may change depending on Indian Government rules. All deductions would be on actuals at prevalent rates and TSA is committed to comply with the Indian Government regulations

d. Invariably, Refund (of GST or any other Refund) to a client would be made to its Credit or Debit card, using which it had made the Payment. However, if the Client seeks to have refund credited in its Bank Account instead (or the Refund cannot be processed to Credit/ Debit Card for any reason), then Bank and Conversion Charges as mentioned in above Serial ‘d’, would be applicable to this Money Transfer

7. Website Linking Policy

a. TSA Website may contain hyperlinks to other websites ("Other Sites"). If Client/User or use these hyperlinks to access these Other Sites, they will leave TSA Website and browser will get re-directed to the Other Sites. The Other Sites may have their own terms of service and privacy policy and those Other Sites may have different practices and requirements than TSA Website of which TSA may not have knowledge of, and is not responsible for, the content presented by any Other Site. As such, TSA does not warrant or make any representation regarding the legality, accuracy, or authenticity of content presented by Other Sites. The hyperlinks to Other Sites do not constitute an endorsement by TSA of any Other Site(s) or resources, or their content. TSA Website will only provide these links as a matter of browsing convenience.

b. Any website that links to TSA Website: (a) must not frame or create a browser or border environment around any of the Content of TSA Website; (b) may link to, but not replicate, the Content; (c) must not imply that TSA or TSA Website are endorsing or sponsoring it or its products, unless TSA has given its prior written consent; (d) must not present false information about TSA or its products or services; (e) must not use any TSA Trademarks without the prior written permission from TSA; and (f) must not contain content that could be construed as distasteful, offensive or controversial. By linking to TSA Website, Client/User agree that they will continue to comply with the above linking requirements.

c. Notwithstanding anything contrary contained in these Terms, TSA reserves the right to deny permission to link to TSA Website for any reason at its sole and absolute discretion.

8. Acceptable Use of TSA Website and Platform

Client/User warrant and agree that they will not use TSA Website and Platform to:

a. Upload, post, e-mail, transmit, display, distribute, promote, or otherwise make available: (i) any material that is false, unlawful, threatening, tortious, disparaging (including disparaging of Company, its parent, subsidiaries or affiliates), anything that adversely affects TSA business (such as discouraging any person or entity from advertising with, linking to or supplying TSA), abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in TSA’s sole discretion; (ii) information, software, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of code-cracker utilities, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user's uninhibited use and enjoyment of the website, interferes with or disrupts the website or servers or networks connected to the website, or disobeys any requirements, procedures, policies or regulations of networks connected to TSA Websites; (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to TSA Websites, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to TSA Websites; or (v) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," requests for money, petitions for signature, or any other form of solicitation; or (vi) encourage, promote, solicit, commit or conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity.

b. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

c. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of TSA Websites are able to, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

d. Stalk, abuse, sexually exploit, violently exploit, act violently toward or otherwise harass another user.

e. Use or attempt to use another's information, account, password, service or system except as expressly permitted.

f. Solicit or collect personal data including telephone numbers, addresses, last names, or email addresses, about other users.

g. Further, Client/User agree not to insert any Software code or Product in the Website, to manipulate the Website’s Content in any way that affects Website’s Performance, Usability, Credibility, User Experience or Integrity of the hosted Content, which may in any manner tarnish image of TSA and/ or its Platform

9. Intellectual Property Rights

Includes existing and future Intellectual Property in the nature of unregistered or registered rights to any and all patents, copyrights, trademarks and other confidential and/or proprietary information

a. Client hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Project / Product/ Milestone, the Clause described herein applies only to that portion/ part that has been delivered and paid for.

b. In case Client/User in found to be involved in any act of infringement of the intellectual property of the TSA, TSA reserves right to recover exemplary damages, including but limited to its right to seek injunctive relief.

The past, present and future TSA Website content, including, without limitation, organization, graphics, text, images, audio, videos, designs, compilations, advertising copy, website flow, TSA & Website Processes and TSA Trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Website, including without limitation, the "look and feel" of the Website (collectively called, "TSA’s Content") are protected by applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are the property of TSA, its parent, subsidiaries, affiliates, or its licensors.

Copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the Content, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. Client/User agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Website. Copying, archiving or storing any part of the Website for a purpose that is not permitted by these terms & conditions is expressly prohibited without prior written permission from TSA.

Client/User agree to not allow or aid or abet any third party (whether or not for their respective benefit) to copy or adapt the Object Code of the Website’s software, PHP, Codeigniter Framework, MySQL database, HTML, JavaScript, or other code; reverse engineer, decompile, reverse assemble, modify or attempt to discover any Source Code that the Website creates to generate its web pages; or any software or other products or processes accessible through the Website.

10. Confidentiality

a. Client/User acknowledges that Confidential Information is the sole property of TSA. User agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will cause irreparable damage. Client/User agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations. Client further agrees not to release such information to any sub-contractor who has not signed a written Non-Disclosure Agreement (NDA) with the TSA which expressly binds receiver of such information, to not use or disclose the Confidential Information, except as expressly permitted in this Agreement. Client has the right to ask copy of this Signed NDA, for its Records.

b. Client agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of the TSA.

11. Indemnification

a. Client represents and warrants that it will not incorporate or use materials of any third party including those of any other client, in performing the Services that are not generally available for use by the public or have not been legally transferred/ bought/ licenced-for-use.

b. Client warrants that the services taken during the Project under this Agreement, will not infringe upon any Copyright, Patent, Trade Secret or other Intellectual Property interest of any third party. Client will indemnify and hold TSA harmless from and against all such infringement claims, losses, directly or indirectly (including loss to any Third Party), suits and damages including, but not limited to, attorney's fees and costs, and shall promptly follow-through any bona-fide claim of infringement, to correct/ amend the Software so that it becomes infringing, or secure at its expense, the right to Client to use the Software, thereby eliminating any such infringement

c. Client shall further indemnify and hold harmless TSA (and its subsidiaries, affiliates, officers, agents, co-branders or other partners) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by TSA, as a result of any claim, judgment, or adjudication against TSA, arising from a claim that service provided as permitted under this Agreement, infringes Intellectual Property rights of a third party or arising from a claim which results from Client’s breach of the warranties and agreements contained in this Agreement.

d. To qualify for such defence and payment, TSA:

Must give client prompt written notice of a claim

e. Both Client agree to abstain from any activity, related directly or indirectly, with Cyber Crime/ Attacks. Any loss to TSA due to any such activity by Client, would be borne by the defaulting Party, and shall cover all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses)

f. TSA its parent, subsidiaries, or affiliates or the directors, officers, employees, or other representatives of each of them (collectively, the "company entities and individuals") are indemnified, without any limitation of cost, from:

i. Any third party, which is not a part of this Agreement, and gets effected, in any manner, due to non-compliance or non-adherence of any Clause of this Agreement by Client get effected in any manner directly or indirectly

ii. Any Force Majeure Acts of God, Riots, Terrorism

iii. Loss/ compromise of any nature, to any Party due to attempts or execution of Cyber attacks/ Crimes by a 3rd party on TSA Platform, its database, Project being developed or Delivered etc

12. Disclaimers, Warranties and Limitation of Liabilities

a. Client/User understand and agree that TSA limits its liability in connection with their use of TSA Website as set forth below and under no circumstances shall TSA, its parent, subsidiaries, or affiliates or the directors, officers, employees, or other representatives of each of them (collectively, the "company entities and individuals") be liable to you for any loss or damages of any kind (including, without limitation, for any special, direct, indirect, incidental, exemplary, economic, punitive, or consequential damages that are directly or indirectly related to (1) TSA Website, the content, or uploaded information (2) the use of, inability to use, or performance of the website; (3) any action taken in connection with an investigation by TSA or any law enforcement authorities regarding Client use of TSA Website or its content;(4) any action taken in connection with/ by copyright owners; (5) any errors or omissions in the Website’s technical operation, even if foreseeable or even if TSA’s entities and individuals have been advised of the possibility of such damages whether in an action of contract, negligence, strict liability tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the Websites).

b. In no event will TSA, its entities and individuals be liable to Client or any third Party, for any loss or injury, including, without limitation, death or personal injury.

c. TSA, its entities and individuals are not responsible for any damage to any user's computer, modem, cell phone, hardware, software, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunctions.

d. Client’s access to and use of TSA Website is at respective risk and on dissatisfaction with the Website or any of its Content, their sole and exclusive remedy is to discontinue accessing and using the Website or its Content.

e. TSA Website, including, without limitation, all content, software, and functions made available on or accessed through or sent from TSA Website, are provided on "as is", "as available", and "with minimal faults", to the fullest extent permissible by law, TSA and its parents, subsidiaries and affiliates make no representation or warranties or endorsements of any kind whatsoever (explicitly or implied) about: (a) TSA Website; (b) Content and software on and provided through the Website; (c) the functions made accessible on or accessed through the Website; (d) the messages and information sent from the Website or by its Registered Users; (e) any products or services offered via the Website or hypertext links to third parties; and/or (f) security associated with the transmission of sensitive information through the Website or any linked site.

f. TSA does not warrant that TSA Website, any of its functions or any content contained therein will be uninterrupted or error-free; that defects will be corrected; or that the Website or the Servers that makes the Website available for browsing are free of viruses or other harmful components.

g. TSA does not warrant that use of TSA Website is lawful in any particular jurisdiction and, in any event, TSA specifically disclaims such warranties.

h. Client understand that by using any of the features of TSA Website, they act at their own risk, and they represent and warrant that their respective activities are lawful in every jurisdiction from where they access or use the Website or its content.

i. Further, TSA and its subsidiaries and affiliates disclaim any express or implied warranties including, without limitation, non-infringement, merchantability, fitness for a particular purpose, and title.

13. Trademarks

It is agreed by all Parties that following Names/ Logos are Trademarks Owned by TSA

Governing Law, Jurisdiction and Venue

a. This Agreement’s Terms, Conditions and Clauses and their interpretation shall be governed by and construed in accordance with the Laws of the State of Haryana, Country of India.

b. Shall there be any controversy or claim arising out of or relating to this Agreement and/or TSA Website, the Parties agree to submit and litigate the same in the exclusive jurisdiction of the Courts located in Gurugram/Gurgaon, Haryana, India.

c. Any such controversy or claim shall be settled on an individual basis, and shall not be consolidated in any other claim or controversy of any other party.

14. Miscellaneous

a. The Agreement Clause Titles are for convenience of segmenting only and do not have any legal or contractual effect.

b. Client Fagree that this Agreement will not be construed against TSA by virtue of having drafted this Agreement.

c. If any provision of this Agreement shall be held invalid or unenforceable by any Court of Law of Competent Jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this Agreement.

d. No waiver on the part of TSA on any of above Terms/ Clauses will be in any force or effect unless made in writing and signed by a duly authorized officer of TSA.