Resources

Terms & Conditions

MYSO ESG HOLDING OÜ · Enterprise ESG, Sustainability & Climate Competence Platform

MYSO ESG HOLDING OÜ (Estonia)

1. Parties

These Terms & Conditions ("Agreement") govern the provision of services by:

MYSO ESG HOLDING OÜ, an Estonian private limited company registered in Estonia ("MYSO ESG"),

and

The legal entity purchasing services ("Client").

This Agreement applies to all subscriptions, enterprise licenses, online purchases, and partner agreements unless otherwise agreed in writing.

2. Services

MYSO ESG provides:

ESG, sustainability and climate competence learning content
Role-based capability architecture
Hosted LMS access (if applicable)
Enterprise migration of content into Client LMS (if applicable)
Reporting and dashboards (if hosted)

Services may be delivered via:

MYSO ESG hosted LMS platform
Migration/export to Client's LMS
Hybrid deployment

Scope is defined in the applicable Order Form or Invoice.

3. License Grant

Subject to payment, MYSO ESG grants the Client a:

Non-exclusive
Non-transferable
Non-sublicensable
Limited-term license

to access and use the content solely for internal business training purposes.

No ownership rights are transferred.

4. Intellectual Property

4.1 Ownership

All content, architecture, frameworks, design, source files, structure, and materials are the exclusive intellectual property of:

MYSO ESG IP OÜ

This includes:

Course content
Role-based architecture
ESG Capability Architecture
Visual assets
Technology components
JavaScript-based access controls

Nothing in this Agreement transfers IP ownership.

4.2 Protection & JavaScript Control Mechanism

Where content is migrated into the Client's LMS, MYSO ESG may use watermarks, and embedded JavaScript or technical control mechanisms to:

Control license validity
Enforce expiration terms
Prevent unauthorized duplication
Protect IP integrity

The Client agrees not to:

Reverse engineer
Remove embedded controls
Modify technical protection measures
Extract content files
Rehost content outside agreed scope

Tampering constitutes material breach.

5. Use Restrictions

The Client shall not:

Copy, reproduce, or resell content
Share login credentials
Provide third-party access
Create derivative works
Compete using MYSO ESG content

Content is for internal workforce use only.

6. Subscription Terms

6.1 Online Plans

Individual, Team, and Department licenses are:

Fixed-term
Prepaid
Non-refundable

Unless upgraded to Enterprise within agreed credit window.

6.2 Enterprise License

Enterprise Agreements may be:

12 months
24 months
36 months

Pricing is customized and defined in the Order Form.

Enterprise may include:

Full 4-Layer ESG Capability Architecture
Foundation Package (15 languages where applicable)
Migration to Client LMS
Access to all new courses during subscription

7. Payment Terms

Unless otherwise agreed:

Invoices payable within 14 days
Enterprise contracts may allow split payments
Late payments incur statutory interest under Estonian law
Failure to pay may result in suspension

8. Credit Toward Enterprise

If upgrading from Team and Department to Enterprise license:

100% of fees paid may be credited toward Enterprise License if upgrade occurs within 15 months from original contract start date.

Credit applies only to paid amounts, not expired terms.

9. Service Availability (Hosted LMS)

If hosted on MYSO ESG LMS:

Target uptime: 99% excluding maintenance and force majeure
Maintenance may occur with notice
No guarantee of uninterrupted service
Enterprise SLA available separately if agreed

10. Data Processing

Where personal data is processed, the MYSO ESG Data Processing Agreement (DPA) applies.

MYSO ESG acts as Data Processor when hosting platform services.

Client remains Data Controller.

11. Confidentiality

Each party agrees to keep confidential:

Commercial terms
Technical documentation
Pricing
Business strategies

Confidentiality survives 5 years after termination.

12. Term & Termination

12.1 Term

Agreement runs for subscription duration.

12.2 Termination for Breach

Either party may terminate for material breach if not cured within 30 days.

12.3 Effect of Termination

Upon expiration:

Access ends
Migrated content license expires
Embedded license controls may deactivate
No refunds for unused time

13. Limitation of Liability

To the maximum extent permitted by law:

MYSO ESG™ total liability is limited to fees paid in the preceding 12 months.

MYSO ESG™ is not liable for:

Indirect damages
Loss of profits
Regulatory penalties
Business interruption

14. Warranties

MYSO ESG warrants that:

It owns the intellectual property
It has the right to license the content
Content is provided "as is" for educational purposes

No guarantee of regulatory compliance outcomes is made.

15. Force Majeure

Neither party liable for delays caused by events beyond reasonable control, including:

War
Pandemic
Government action
Infrastructure failures

16. Partner & Reseller Clause

If Client acts as Partner or Reseller:

Separate written agreement required
No rights to sublicense without approval
No white-label rights unless agreed
No modification of content
Unauthorized reselling voids license

17. Export Control & Sanctions

Client represents it:

Is not subject to EU or international sanctions
Will not provide access to sanctioned individuals
Will comply with export laws

MYSO ESG™ may suspend access if violation suspected.

18. Governing Law

This Agreement is governed by the laws of:

Republic of Estonia

Disputes shall be resolved in Estonian courts unless arbitration agreed separately.

19. Assignment

Client may not assign this Agreement without written consent.

MYSO ESG may assign in case of:

Merger
Acquisition
Corporate restructuring

20. Entire Agreement

This Agreement constitutes the entire agreement and supersedes prior discussions.

Amendments must be in writing.

21. Survival

The following survive termination:

Intellectual Property
Confidentiality
Limitation of Liability
Governing Law
Payment obligations