GRESB Terms & Conditions

1. INTRODUCTION AND DEFINITIONS

1.1 These GRESB Terms & Conditions for Investor Members (T&Cs) are used by the private company with limited liability to the laws of The Netherlands GRESB B.V., seated in Amsterdam (The Netherlands).

1.2 The legal relationship between GRESB and you – as an Investor Member – is governed by the combination of the ‘Investor Membership Agreement’ and these T&Cs, jointly to be referred to as: “the Investor Agreement”. The Investor Agreement governs your membership of GRESB and the use of the GRESB Products and Services.

1.3 The Investor Agreement comes into effect at the date of signing the Investor Agreement.

1.4 Unless the context requires otherwise, words and phrases used in the Investor Agreement shall have the meanings given to them in this clause 1.4:

• ‘Assessment(s)’: any or all of (i) the Participant submitting data to GRESB on the Indicators on an annual basis to assess the sustainability performance of its (public and private) real estate and infrastructure investments and (ii) GRESB’s activities connected with such assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data a.o. to create Scorecards and/or Benchmark Reports;
• ‘Assessment Year’: the calendar year in which an Assessment was undertaken;
• ‘Authorized Representative’: an employee of the Investor Member, who holds a position in which he regularly works with the GRESB Products and Services, who is appointed by the Investor Member to receive a username and password to access the GRESB Products and Services;
• ‘Benchmark Report’: a report prepared by GRESB which contains, but is not limited to non-financial peer benchmarking and question-by-question analysis of a Participant’s performance according to the data collected in the Assessment(s);
• ‘Data’: any and all data and/or other information supplied by GRESB through the GRESB Products and Service(s) or by any other means, including but not limited to Scorecards and Benchmark Reports;
• ‘Data Access Request Tool’: the tool in the Portal via which Investor Members request access from a Participant to view Data with respect to this Participant;
• ‘Database’: the collection of independent works, data and/or other materials comprising, in whole or in part, data collected and processed as a result of the Assessment(s) and/or the GRESB Products and Service(s), including, but not limited to, the Data, all data validation decisions, all scoring and analysis algorithms and all records of statistical analysis;
• ‘GRESB’: GRESB B.V. incorporated as a private company under the law of the Netherlands with registration number 55416071;
• ‘GRESB Products and Service(s)’: any products and service(s) developed and supplied by GRESB to its customers and Members, as per its binding agreements. These products and services shall include but not be limited to services in connection with the Assessment(s), Benchmark Reports and Scorecards;
• ‘Indicators’: the criteria and metrics included in the Assessments, which are compiled by GRESB on an annual basis, and are to be used to assess the sustainability performance of public and private real estate and infrastructure investments;
• ‘Investor Agreement’: the combination of the Investor Membership Agreement and the T&Cs;
• ‘Investor Member’: each entity that is party to an Investor Membership Agreement with GRESB;
• ‘Investor Membership Agreement’: the agreement between GRESB and the Investor Member, containing the core rights and obligations of the Parties with respect to the use of the Products and Services;
• ‘IPRs’: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade-, business- and domain- names, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other industrial and/or commercial rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all rights to apply for the same, and all similar or equivalent rights or forms of protection in any part of the world. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website, the GRESB Portal and any GRESB Products and Service(s);
• ‘Losses’: any losses, damages, costs, expenses or other liabilities;
• ‘Member’: any entity, association, partnership or organization that is a Party to a Membership Agreement with GRESB, being an Investor Member, Participant Member or Partner Member;
• ‘Participant’: an entity that submitted a response to the Assessment(s) – whether directly or via a third party – with respect to this Participant’s asset(s), fund(s) and/or portfolio(s), being a Member of GRESB;
• ‘Participating Asset’: a physical, investable asset for which a GRESB Infrastructure Asset Assessment can be submitted. In the GRESB Assessments, Guidance materials (e.g., Reference Guides and Scoring documents), GRESB Products (e.g., Benchmark Reports and the PAT), the GRESB Portal, and in GRESB Training materials, it is referred to as a ‘(Reporting) Entity’;
• ‘Participating Portfolio’: an investable group of assets for which a GRESB Real Estate Assessment or GRESB Infrastructure Fund Assessment can be submitted. This can be an equity or debt fund, a listed or unlisted company, a direct investment portfolio, a separate account, a joint venture or a special purpose vehicle. In the GRESB Assessments, Guidance materials (e.g., Reference Guides and Scoring documents), GRESB Products (e.g., Benchmark Reports and the PAT), the GRESB Portal, and in GRESB Training materials, it is referred to as a ‘(Reporting) Entity’;
• ‘Party’: both GRESB and the Investor Member, that are a party to this Investor Agreement;
• ‘Portal’: GRESB’s online non-public portal currently accessed via https://portal.gresb.com and used, inter alia, for providing GRESB Products and Services;
• ‘Portal Tools’: all tools and functionalities available in the Portal, such as the Portfolio Analysis Tool and Data Exporter;
• ‘Privacy Statement’: the GRESB Privacy Statement as amended periodically, which is found on https://www.gresb.com/nl-en/gresb-privacy-statement/ and which is sent to you upon your request;
• ‘Scorecard’: a document summarizing an individual Participant’s annual Assessment results;
• ‘Selected Datasets: the selection made by the Investor Member, with respect to its subscription to one or more the ESG datasets that GRESB offers to its Investor Members, as laid down in clause 2.1;
• ‘Start Date’: the date of signature of the Investor Membership Agreement by the Investor Member;
• ‘T&Cs’: these GRESB Terms & Conditions for Investor Members, or any subsequent version thereof;
• ‘Us’ or ‘We’: GRESB;
• ‘Website’: the website currently located at https://www.gresb.com/nl-en/ or any other website through which GRESB delivers the GRESB Products and Service(s);

 

2. ACCESS TO SELECTED DATASETS

 

2.1 An Investor Member can subscribe to the following ESG datasets:

• Listed Real Estate;
• Non-Listed Real Estate;
• Listed Infrastructure;
• Non-Listed Infrastructure.

The selection of one or more of these datasets shall be laid down in the Investor Membership Agreement. The thus selected Datasets shall be referred to as the “Selected Datasets”.

2.2 In case the Selected Datasets consist of a Listed Dataset, the Investor Member will be granted access to all Data included in this Dataset, in as far as this Data is part of the GRESB Products and Services under the Investor Membership Agreement.

2.3 In case the Selected Datasets consist of a Non-Listed Dataset, the Investor Member can request access to the Data included in these Datasets per Participating Portfolio/Asset, in as far as this Data is part of the GRESB Products and Services under the Investor Membership Agreement. In order to request such access, GRESB provides the Data Access Request Tool (DART), facilitating data access requests in the GRESB Portal. Investor Members must request consent from a Participant to access the data of a Participating Portfolio/Asset, via an online request in the Portal through DART.  After consent by a Participant is given, the Investor Member will be granted access to the Data of the relevant Participating Portfolio/Asset.

2.4 New Participants can request a one-time grace period (‘Grace Period’), during the first year of being a Participant. During this Grace Period, Investor Members cannot request access to such Participant’s Data.

 

3. AUTHORITY AND LICENSE FOR USE OF GRESB PRODUCTS AND SERVICE(S)

 

3.1 Under the conditions of the Investor Agreement and only for the Data to which the Investor was granted access under Clause 2, GRESB grants to Investor Members a non-exclusive and non-transferable right, for the term of this Investor Agreement:

• to save, export, and print parts, extracts, and copies of the Scorecard, Benchmark Report and/or other Data, for the Investor Member’s own internal organizational use only;
• to make such Scorecard, Benchmark Report and/or other Data available to any consultants appointed directly by the Investor Member for the sole purpose of providing advice to this Investor Member based on this Data and for no other purposes whatsoever, provided that the Data may not be manipulated or distributed by the recipients of it;
• to incorporate parts or extracts of the Data in (a) public statement(s) that illustrate the performance of its investments or (b) investment performance reports (c) marketing materials to be provided to potential clients, provided this Data is aggregated to a level that it cannot be traced back to individual Participants. In case the Investor Member invested in one single Participant such aggregation is deemed to be impossible, and the Data cannot be published under this Investor Agreement, without separate/specific consent of the Participant in question.

3.2 The Investor Member shall ensure that any internal or external reproduction of all or part of the Data includes the following notices: ‘All intellectual property rights to this data belong exclusively to GRESB B.V. (GRESB). All rights reserved. GRESB has no liability to any person (including a natural person, corporate or unincorporated body) for any losses, damages, costs, expenses or other liabilities suffered as a result of any use of or reliance on any of the information which may be attributed to it’.

3.3 Notwithstanding the previous paragraphs of this clause 3, Investor Members may not sell, sub-license, or otherwise commercially exploit the Scorecard/Benchmark Report or any other Data, nor may they make such Data available to or for the benefit of any third party.

3.4 No information relating to or derived from GRESB’s Data, including the contents of the Benchmark Reports and Scorecards, may be used as a “Benchmark” as defined in Regulation (EU) 2016/1011. This is the case when the information is used to (a) determine the amount payable under a financial instrument or a financial contract, (b) determine the value of a financial instrument or (c) measure the performance of an investment fund with the purpose of tracking the return of such index or of defining the asset allocation of a portfolio or of computing the performance fees.

3.5 Under the conditions of the Investor Agreement and for the Selected Datasets only – for the term of the Investor Agreement – GRESB grants to the Investor Member a non-exclusive and non-transferable right to use the Portal Tools for its own internal business purposes, and for no other purpose whatsoever.

3.6 The Investor Member agrees not to use the Portal Tools in any way that is not expressly permitted in this clause. No sale, transfer, sub-license, distribution or commercial exploitation of the Portal Tools or any of the information obtained using the Portal Tools is permitted.

3.7 Under the conditions of the Investor Agreement the Investor Member may use the trademark and trade name ‘GRESB’ and/or any other registered or unregistered signs, words or logos made available to it by GRESB (collectively the “Marks”) for the specific purpose of identifying it as a Member in any publications, provided that:

• the Investor Member shall at all times use the then current version of the Marks and adhere to, and be bound by, the then current version of the GRESB Trademark Policy and Brand Guidelines: https://gresb-prd- public.s3.amazonaws.com/2021/2021_GRESB_Logo/external_guidelines_11_2021.pdf;
• GRESB is permitted to withdraw its consent to the use of any GRESB IPRs giving written notice to the Investor Member at any time, in which case the Investor Member shall effectively cease and desist any and all use of the Marks within 14 days of the date of such written notice.
• the Investor Member shall immediately notify GRESB in writing giving full particulars of any actual, suspected or threatened infringement of any of the Marks, or any challenge to the Marks made or threatened (including any claim that the Marks infringe the rights of any third party), that come to its knowledge.

 

4. MEMBERSHIP PROVISIONS

 

4.1 All Investor Members join as a corporate entity with up to five Authorized Representatives, which are appointed by the Investor Member. These Authorized Representatives must be employees of the Investor Member, who hold positions in which they regularly work with the GRESB Products and Services.
The initial Authorized Representatives will be communicated to GRESB before the Investor Agreement becomes effective. These can be withdrawn, supplemented and/or replaced with alternative Authorized Representatives at any time by giving notice of the change to GRESB per e-mail. It is the Investor Member’s responsibility to keep the registration of the Authorized Representatives up to date.

4.2 Personal usernames and passwords will be provided to each Authorized Representative appointed in accordance with the previous section. These usernames and passwords may only be used by the Authorized Representatives, and may not be distributed to other employees, consultants or third parties. The Investor Member shall inform GRESB immediately in case the employment of any of its Authorized Representatives is ended.
GRESB reserves the right to disable usernames and passwords at any time in the event of a breach of this provision.

4.3 Investor Members agree to support GRESB to the extent reasonably possible by sending out requests to participate in the annual GRESB Assessments to the companies, funds and/or assets in which they invest.

4.4 Investor Members shall endeavor, to the extent reasonably possible, to support GRESB in media publications and/or investment conferences.

4.5 Investor Members are entitled to apply for a seat on GRESB’s Advisory Boards.

 

5. DATA PROTECTION AND SECURITY

 

5.1 The Investor Member undertakes not to disclose or publish any Data, except in as far as it is contractually allowed under clause 3.1, unless any such Data:

• is already public knowledge, through no act or default of the Investor Member;
• was known to the Investor Member before the date of disclosure (as proven by written evidence) without obligations of confidentiality;
• was obtained by the Investor Member from another source, without that source breaching any obligations of confidentiality towards GRESB or the Participant.

5.2 The Investor Member shall take adequate steps to ensure that its employees, consultants and agents comply with this Investor Agreement and do not:

• copy, export, print out or otherwise reproduce any Data nor any material provided in connection with the GRESB Products and Service(s), except as permitted under this Investor Agreement or authorized by GRESB in writing;
• make any part of the Data available to anyone, except as permitted under this Investor Agreement or authorized by GRESB in writing;
• alter or manipulate any part of the Data or other information provided in connection with the GRESB Products and Service(s).

5.3 The Investor Member shall indemnify GRESB and hold GRESB harmless against any and all Losses suffered or incurred by GRESB as a result of third-party claims, including legal expenses (reasonably and properly incurred) arising out of or in connection with any breach of its obligations under this clause.

5.4 In the event of a claim made pursuant to clause 5.3 above:

• GRESB will give notice of any such claim without delay;
• the Investor Member is given sole authority to defend or settle the claim, provided it clearly communicates that it is handling the claim instead of GRESB.

5.5 The Investor Member shall take steps to ensure that nobody other than its Authorized Representatives can access the Portal using any of the usernames and passwords that belong to the Investor Member.

5.6 The Investor Member agrees to comply with its respective obligations under all applicable data protection and privacy laws and regulations.

5.7 The Investor Member shall promptly and at its own expense comply with any security related or technical rules and guidelines that GRESB reasonably requires from time to time in relation to the manner in which GRESB provides the GRESB Products and Service(s), and the Data contained therein.

 

6. OTHER OBLIGATIONS OF THE INVESTOR MEMBER

 

6.1 As an Investor Member you warrant and undertake that:

• you have full right and authority to enter into this Investor Agreement and to perform your obligations;
• you shall not do anything which may damage the reputation of GRESB, the Data or any of the GRESB Products and Services;
• you shall not use the Data or any of the GRESB Products and Services for any purpose contrary to any law or regulation or any regulatory code or guidance;
• you shall only use the Data or GRESB Products and Services in accordance with the Investor Agreement.

6.2 As an Investor Member you agree that GRESB may include your name in any lists we may at our own discretion publish for promotional or other purposes from time to time, unless you explicitly indicated otherwise in the Investor Membership Agreement.

 

7. FEES AND PAYMENT

 

7.1 The Investor Member will pay a fee per Dataset (Listed Real Estate, Non-Listed Real Estate, Listed Infrastructure, Non-Listed Infrastructure). GRESB will invoice the Investor Member annually, in January. These invoices are to be paid within 30 days of the date of the invoice.

7.2 GRESB reserves the right to increase the fees applicable in each calendar year. It will advise Investor Members, on a best effort basis, at least ninety (90) days in advance of the end of a calendar year of any change pursuant to this clause.

 

8. CONFIDENTIALITY

 

8.1 The Parties acknowledge that– in the execution of the Investor Agreement – they may provide each other with Confidential Information (in this clause to be referred to as ‘Confidential Information’), meaning: any information, however conveyed or presented:

• that relates to either Party’s trade secrets, customer or supplier details, business and business transactions, affairs, operations, know-how, personnel and suppliers;
• in the case of GRESB: that relates to the methods, processes or techniques used to provide the GRESB Products and Service(s) and the Data;
• that clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought to reasonably be considered to be confidential.

8.2 Unless otherwise permitted by this Investor Agreement, both Parties will ensure that they restrict disclosure of such Confidential Information to such of their employees, consultants, contributors, officers, agents or subcontractors as need to know for the purpose of discharging the obligations under this Investor Agreement. The Parties shall ensure that such employees, consultants, contributors, officers, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Parties to this Investor Agreement.

8.3 Both parties shall ensure that they and their respective agents, consultants, contributors, employees, officers or subcontractors shall maintain in strict confidence and not divulge or communicate to anyone else any Confidential Information relating to the other party except as permitted by the Investor Agreement.

8.4 The obligations of clauses 8.2 and 8.3 above shall not apply to information which:

• is already public knowledge, through no act or default of either party;
• either party is required to divulge by a Court, tribunal or governmental authority with competent jurisdiction;
• was known to the recipient before the date of disclosure (as proven by written evidence) without obligations of confidentiality;
• was subsequently obtained by the recipient from someone else without that person breaching any obligations of confidentiality that they have to either you or us.

8.5 This clause 8 shall survive termination of the Investor Agreement.

 

9. INTELLECTUAL PROPERTY

 

9.1 Subject to clause 11, GRESB warrants that the GRESB Products and Services will not infringe any third party IPRs, if used in accordance with the terms of this Investor Agreement. GRESB will indemnify the Investor Member against any Losses it may validly incur as a result of any claim that the use of the GRESB Products and Services infringes any third party IPRs, provided the Investor Member notifies GRESB promptly of any such claim being made.

9.2 In the event of a claim made pursuant to clause 9.1 above:

• the Investor Member shall give prompt notice of any such claim;
• the Investor Member shall provide reasonable co-operation to GRESB in the defense and settlement of such claim;
• GRESB is given sole authority to defend or settle the claim.

9.3 The Investor Member acknowledges that any and all (claims to) current and future IPRs in or related to the Data, the Database, the GRESB Products and Service(s) and/or any other products or service(s) that are created by GRESB and provided to the Investor Member, are the exclusive property of GRESB and its licensors. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website and Portal.

9.4 The Investor Member acknowledges that – in respect of any third party IPRs licensed by GRESB – the use of any such IPRs by the Investor Member is conditional on GRESB obtaining a written license from the relevant licensor (“Third Party License”) on such terms as will entitle GRESB to license such rights to the Investor Member. In the event that the Third Party License is terminated, suspended, expires or is otherwise no longer in place for any reason, GRESB may immediately and without any liability to the Investor Member either (i) terminate or suspend its use of any such third party IPRs, or (ii) terminate this Investor Agreement.

9.5 GRESB may terminate this Investor Agreement with immediate effect – upon written notice – if the Investor Member challenges the validity of any of GRESB’s rights or those of GRESB’s licensors set out above.

 

10. TERM AND TERMINATION OF AGREEMENT

 

10.1 This Investor Agreement will come into force on the Start Date and will continue until December 31st of that calendar year. The Investor Agreement shall automatically be renewed annually, for consecutive periods of twelve (12) months, unless either Party gives written notice to the other Party, not less than thirty (30) days prior to the end of the calendar year involved.

10.2 Without prejudice to clause 10.3 below, GRESB reserves the right to immediately and without notice suspend access to GRESB Products and Services in the event GRESB reasonably suspects a material breach of this Investor Agreement.

10.3 Notwithstanding the above, this Investor Agreement may be terminated immediately by either Party if the other Party is in material breach of any of the terms of the Investor Agreement, if such a breach is not remedied within a period of twenty (20) working days after written notice of it has been given to the Party in breach.

10.4 GRESB may terminate this Investor Agreement with immediate effect, by giving written notice if GRESB ceases undertaking the Assessment(s) and/or if GRESB ceases to provide the GRESB Products and Service(s).

10.5 Upon termination of this Investor Agreement (for whatever cause), the Investor Member’s rights to use the Products and Services and/or any Data to which it is entitled will immediately cease and access to the Portal will be terminated.

10.6 Termination will not affect:

• the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination, except for the right granted to you in clause 2 and 3;
• any part of this Investor Agreement which expressly or by implication is intended to survive termination (including without limitation clauses 1, 5, 6, 7, 8, 9, 10.5, 11, 12 and 13).

 

11. DISCLAIMER AND LIABILITY

 

11.1 GRESB provides the Investor Member with no warranty or assurance in respect of the Data and the GRESB Products and Service(s), except as set out in clause 9.1 above. GRESB declares and the Investor Member acknowledges and agrees that all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are excluded to the maximum extent permitted by law.

11.2 This clause 11 sets out GRESB’s entire financial liability (including any liability for the acts or omissions of its employees, agents, contributors, consultants and sub-contractors) to the Investor Member in respect of:

• any breach of this Investor Agreement;
• any use made of the GRESB Products and Service(s) or any part of them by the Investor Member;
• any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Investor Agreement and/or the use of the GRESB Products and Service(s).

11.3 GRESB provides the Data in good faith, but the Investor Member acknowledges that as the Data includes and refers to data that is provided by third parties, GRESB is not able to control or verify the accuracy or completeness of such data. Accordingly, whilst GRESB agrees to use reasonable skill and care in the collection of and dealing with the Data:

• GRESB provides no warranty or representation (whether express or implied) about the accuracy or fitness for any particular purpose of the Data or the GRESB Products and Services;
• GRESB shall not be liable for any inaccuracy, incompleteness or error in the Data or resulting from any data received from Participants and third parties;
• the Investor Member acknowledges that systems that use empirical data and/or statistical data and/or data modelling techniques to provide indicative and/or predictable data, cannot be taken as a guarantee of any particular outcome.

11.4 While every care has been taken in the development of the Website and the Portal, GRESB provides no warranty or representation (whether express or implied) that the provision of the GRESB Products and Service(s) will be uninterrupted, timely or secure.

11.5 GRESB does not offer any warranty or representation that the use of the GRESB Products and Service(s) will achieve any particular result for its users. The Investor Member agrees and acknowledges that the GRESB Products and Service(s) are not intended to be used as the sole basis for any business decision, that the Investor Member uses the Data at its own risk and on an “as is” basis and that it will not use the Data as the sole basis for any business decision.

11.6 Subject to this clause 11:

• GRESB shall not be liable, whether in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, and whether arising out of or in connection with this Investor Agreement or any other agreement, for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, however arising;
• GRESB’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Investor Agreement shall be limited to the amount that is covered by GRESB’s liability insurance;
• GRESB shall maintain a liability insurance with a coverage of at least EUR 2.5 million per incident and EUR 5.0 million per year. Under this clause 11 the maximum imposed on the liability of GRESB shall include the liability of any GRESB group company and/or the respective agents, consultants, contributors, employees or officers of GRESB and any of its group companies.

11.7 Neither party shall incur liability under this Investor Agreement in as far as it is prevented from or delayed in performing its obligations under the Investor Agreement by acts, events, omissions or accidents beyond its reasonable control or responsibility, including without limitation, strikes, lock-outs or other industrial disputes, epidemics and lock-downs for national health, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

 

12.  NOTICES

 

12.1 Any notice or other communication required to be given to a Party under or in connection with this Investor Agreement shall be in writing and shall be delivered to the other party:

• personally, or sent by prepaid post or international post or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business; or
• by e-mail, in the case of GRESB, to the address [email protected] only.

 

13. GENERAL

 

13.1 GRESB Products and Service(s) continue to evolve in the light of business, market and technical developments. Accordingly, we reserve the right to make improvements, substitutions, modifications, and to add or remove some elements of the GRESB Products and Service(s). You acknowledge that GRESB shall not be liable to you or to any third party for any modification, discontinuance or suspension of the GRESB Products and Service(s).

13.2 GRESB reserves the right, in its own and absolute discretion, to change these T&Cs, by notifying you upon log in of the Portal or by e-mail. Amendments will be applicable from your first log in to the Portal following publication. Your continued use of the GRESB Products and Service(s) after the posting of the amended T&Cs means that you accept these changes.

13.3 You consent to GRESB assigning or subcontracting any or all of our rights and obligations under this Investor Agreement to any third party or agent.

13.4 Third Parties: A person who is not a party to this Investor Agreement shall not have any rights under or in connection with this Investor Agreement.

13.5 Governing law and jurisdiction: This Investor Agreement, and any dispute or claim arising out of or in connection with it are governed by the laws of The Netherlands. The competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute in connection with this Investor Agreement without prejudice to the right of appeal to the Supreme Court.

13.6 This Investor Agreement constitutes the entire agreement between GRESB and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between GRESB and you relating to its subject matter, whether written or oral, and without prejudice to the generality of the foregoing. No general terms and conditions of the Investor Member shall apply to this Investor Agreement.

13.7 If any provision (or part of a provision) of this Investor Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. The Parties shall negotiate in good faith to replace the invalid, unenforceable or illegal provision by a provision that gives effect to the commercial intention of the parties.

13.8 Unless specifically provided otherwise, rights arising under this Investor Agreement are cumulative and do not exclude rights provided by law.

13.9 Each party shall use all reasonable endeavors to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Investor Agreement.

1. INTRODUCTION AND DEFINITIONS

1.1 These GRESB Terms & Conditions for Participant Members (‘T&Cs’) are used by the private company with limited liability to the laws of The Netherlands GRESB B.V., seated in Amsterdam (The Netherlands).

1.2 The legal relationship between GRESB and you – as a Participant – is governed by the combination of the ‘Participant Membership Agreement (‘Commercial Schedule’)’ and these T&Cs, jointly to be referred to as: “the Participant Agreement”. The Participant Agreement governs your involvement in the Assessment(s) and your use of the GRESB Products and Services.

1.3 The Participant Agreement comes into effect at the date of signing the Participant Agreement (“Start Date”). New versions of the T&Cs may be agreed upon separately, upon registration or login at the Portal.

1.4 Unless the context requires otherwise, words and phrases used in the Participant Agreement shall have the meanings given to them in this clause 1.4:

● ‘Assessment(s)’: any or all of (i) the Participant submitting data on the indicators on an annual basis to assess the sustainability performance of its (public and private) real estate and/or infrastructure investments and (ii) GRESB’s activities connected with such
assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data a.o. to create Scorecards and/or Benchmark Reports;

● ‘Assessment Access Tool’: a Portal tool, which allows Participants to invite their colleagues and external consultants to help them with the submission of Participant data to GRESB.

● ‘Assessment Period’: the period for the Participant to submit all Assessment data to GRESB, as indicated by GRESB (currently being April 1st – July 1st of the Assessment Year);

● ‘Assessment Year’: the book year in which an Assessment was undertaken;
● ‘Authorized Representative’: an employee of the Participant, who holds a position in which he regularly works with the GRESB Products and Services, who is appointed by the
Participant to receive a username and password to access the GRESB Products and Services;

● ‘Benchmark Report’: a report prepared by GRESB which contains, but is not limited to non- financial peer benchmarking and question-by-question analysis of a Participant’s performance according to the data collected in the Assessment(s);
● ‘Data’: any and all data and/or other information supplied by GRESB through the GRESB Products and Service(s) or by any other means, including but not limited to Scorecards and Benchmark Reports;

● ‘Database’: the collection of independent works, data and/or other materials comprising, in whole or in part, data collected and processed as a result of the Assessment(s) and/or the GRESB Products and Service(s), including, but not limited to, the Data, all data
validation decisions, all scoring and analysis algorithms and all records of statistical analysis;

● ‘GRESB’: GRESB B.V. incorporated as a private company under the law of the Netherlands with registration number 55416071;

● ‘GRESB Products and Service(s)’: any current and future products and service(s) developed and supplied by GRESB to its Members and customers, as per its binding agreements. These products and services shall include but not be limited to the
Assessment services, Benchmark Reports and Scorecards, and reporting solutions. They may include third party data products;

● ‘Indicators’: the criteria and metrics included in the Assessments, which are compiled by GRESB on an annual basis, and are to be used to assess the sustainability performance of public and private real estate and infrastructure investments and/or to facilitate
reporting/disclosure on sustainability;

● ‘Investor Member’: each entity that invests capital directly or indirectly into real estate or infrastructure funds and/or assets and is party to an Investor Membership Agreement with GRESB;

● ‘IPRs’: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade-, business- and domain- names, rights in designs, rights
in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other industrial and/or commercial rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all rights to apply for the same, and all similar or equivalent rights or forms of protection in any part of the world. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website, the GRESB Portal and any GRESB Products and Service(s);

● ‘Losses’: any losses, damages, costs, expenses or liabilities;
● ‘Member’: any entity, association, partnership or organization that is a party to a Membership Agreement with GRESB, being a Participant Member, Investor Member or other Partner Member;

● ‘Participant’: each entity that is a party to a Participant Membership Agreement with GRESB, with the purpose of participating in the Assessment(s) – whether directly or via a third party – with respect to this Participant’s asset(s), fund(s) and/or portfolio(s);

● ‘Participant Agreement’: the combination of the Participant Membership Agreement and the T&Cs;

● ‘Participant Membership Agreement’: the agreement between GRESB and the Participant, containing the core rights and obligations of the Parties with respect to the Assessment and the use of the GRESB Products and Services by the Participant;

● ‘Participant Data’: the data and other information that GRESB receives from a Participant
– whether directly or through this Participant’s agent, consultant or representative – which
includes, without limitation, its Assessment submission and/or any supporting information, or additional data submitted for additional GRESB Products and Services;

● ‘Participating Asset’: a physical, investable asset for which a GRESB Infrastructure Asset Assessment can be submitted;

● ‘Participating Portfolio’: an investable asset or group of assets for which a GRESB Real Estate Assessment or GRESB Infrastructure Fund Assessment can be submitted;

● ‘Party’: both GRESB and the Participant, that are a party to this Participant Agreement;
● ‘Portal’: GRESB’s online non-public portal currently accessed via https://portal.gresb.com/ and used, inter alia, for providing GRESB Products and Services;

● ‘Portal Tools’: all tools and functionalities available in the Portal, which are included in the standard Membership Agreement, such as the Portfolio Analysis Tool and Data Exporter;

● ‘Privacy Statement’: the GRESB Privacy Statement as amended periodically, which is found on https://gresb.com/nl-en/gresb-privacy-statement/ and which is sent to you upon your request;

● ‘Scorecard’: a document summarizing an individual Participant’s annual Assessment results;

● ‘Start Date’: the date of signature of the Participant Agreement by the Participant;
● ‘T&Cs’: these GRESB Terms & Conditions for Participants, or any subsequent version thereof;

● ‘Us’ or ‘We’: GRESB;

● ‘Website’: the website currently located at https://gresb.com/ or any other website through which GRESB manages the Assessment(s) and delivers the GRESB Products and Service(s);

● ‘You: the Participant who is a Party to this Participant Agreement.
1.5 In the case that the Participant partakes in SFDR Reporting, the following definition shall be amended:

● ‘Assessment’: any or all of the Participant submitting data on the indicators on an annual basis to

i. assess the sustainability performance of its (public and private) real estate and/or infrastructure investments, and/or (b) develop and collect Data to support its disclosure obligations towards authorities and third parties, and;

ii. GRESB’s activities connected with such assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data a.o. to create Scorecards and/or Benchmark Reports;

2. ASSESSMENTS AND PARTICIPANT DATA

2.1 As a Participant you may participate in the Assessments with one or more Participating Portfolios and/or Participating Assets, which you shall separately register in the Portal.

2.2 Participation in the Assessment(s) is at GRESB’s sole discretion; GRESB may at any time elect not to use the Participant Data submitted by any Participant.

2.3 For every Participating Portfolio and Participating Asset, you shall supply GRESB with all data and other information that GRESB may reasonably request from you with respect to the Assessment, in order to assess the sustainability performance of the Participating Portfolio and/or Participating Asset involved.
In case you purchased additional GRESB Products and Services, you shall supply the additional Assessment data and information required for these specific GRESB Products and/or Services.

2.4 As a Participant you agree to actively cooperate with GRESB for the purposes of GRESB’s data validation process. In particular, provided that GRESB gives you reasonable prior notice, you shall adequately make available employees and facilities to provide GRESB with all necessary assistance to complete its data validation process with respect to your Participant Data.

2.5 You will supply the requested data and information during the Assessment Period, and you will supplement this data according to GRESB’s requests during the subsequent validation and scoring period (unless otherwise communicated) – to allow GRESB to undertake and validate the Assessment(s) and to provide the GRESB Products and Service(s) to you.

2.6 All the Participant Data will, to the best of your knowledge and abilities be true, accurate and complete.

2.7 As a Participant you represent and warrant that you have the full power and authority to submit the Participant Data to GRESB, and – if applicable – you have obtained and will maintain all necessary permissions, consents and licenses to do so.

2.8 As a Participant you acknowledge and confirm that you are aware of the possibility that information that you provide in the course of submitting Participant Data to GRESB may be material non-public information (MNPI) also known in some jurisdictions as unpublished price- sensitive information (UPSI) and/or insider information. This is particularly relevant to Participants that are listed on a Stock Exchange. GRESB expresses no opinion regarding this issue, accepts no liability and gives no warranty and/or assurance regarding the relevance of any applicable rules. While GRESB recommends that you publicly disclose the Participant Data that you submit to GRESB in accordance with clause 3.2, you acknowledge and agree that compliance with any applicable rules is your sole responsibility.

3. PARTICIPANT USE OF GRESB PRODUCTS AND SERVICE(S)

3.1 In consideration for the submission of Participant Data to GRESB pursuant to clause 2 above, GRESB grants to Participants for the term of this Participant Agreement a non-exclusive and non-transferable right:

● to save, import, and print parts, extracts, and copies of the Participant’s Scorecard and/or Benchmark Report as well as the Indicators and the Participant’s responses to them for their own internal organizational use;

● to make the Participant’s Scorecard and/or Benchmark Report, as well as the Indicators and the Participant’s responses to them available to any consultants appointed directly by the Participant for the sole purpose of providing advice to this Participant based on this
Data and for no other purposes whatsoever, provided that the Data may not be manipulated or distributed by the recipients of it;

● to publicly display, copy, and disclose their GRESB Assessment(s) Indicator responses;
● to incorporate insubstantial parts or extracts of the Data relating to the Participant in (a) public statement(s) that illustrate the performance of its investments or (b) investment
performance reports provided by the Participant to its clients or (c) marketing materials to be provided to potential clients for promotional or illustrative purposes on an ad hoc basis.

3.2 In addition, Participants that are listed on a Stock Exchange are permitted to publicly disclose their GRESB Assessment(s) Indicator responses, supporting documents, Scorecard and Benchmark Report on their company website.

3.3 The Participant shall ensure that any internal or external reproduction of all or part of the Data includes the following notices: ‘All intellectual property rights to this data belong exclusively to GRESB B.V. All rights reserved. GRESB B.V. has no liability to any person (including a natural person, corporate or unincorporated body) for any losses, damages, costs, expenses or other liabilities suffered as a result of any use of or reliance on any of the information which may be attributed to it’.

3.4 Notwithstanding this clause 3, Participants may not sell, sub-license, or otherwise commercially exploit the Scorecard/Benchmark Report or any other Data, nor may they make such Data available to any third party for exploitation or commercial use.

3.5 The GRESB Products and Services do not include any responsibility for GRESB to ensure or guarantee the Participant’s compliance with any (disclosure) regulations. This remains the Participant’s own responsibility.

3.6 No information relating to or derived from GRESB’s Assessments, including the contents of the Benchmark Reports and Scorecards, may be used as a “Benchmark” as defined in Regulation (EU) 2016/1011. This is the case when the information is used to (a) determine the amount payable under a financial instrument or a financial contract, (b) determine the value of a financial instrument or (c) measure the performance of an investment fund with the purpose of tracking the return of such index or of defining the asset allocation of a portfolio or of computing the performance fees.

3.7 In consideration for the submission of Participant Data to GRESB pursuant to clause 2 above, GRESB grants the Participant (for the term of the Participant Agreement) a non-exclusive and

non-transferable right to use the Portal Tools for its own internal business purposes, i.e., for the collection of data for its Assessment submission and for no other purpose whatsoever.

3.8 The Participant agrees not to use the Portal Tools in any way that is not expressly permitted in this clause. No sale, transfer, sub-license, distribution or commercial exploitation of the Portal Tools or any of the information obtained using the Portal Tools is permitted.

3.9 On condition that the Participant submits Participant Data via the Portal in accordance with GRESB’s requirements and the Participant Agreement, the Participant may use the trademark and trade name ‘GRESB’ and/or any other registered or unregistered signs, words or logos made available to it by GRESB (collectively the “Marks”) for the specific purpose of identifying it as a Participant in publications, provided that:

● The Participant shall at all times use the then current version of the Marks and adhere to, and be bound by, the then current version of the GRESB Trademark Policy and Branding Guideline
(https://gresb- public.s3.amazonaws.com/2021/2021GRESB_Logo/external_guidelines_11_2021.pd);

● GRESB is permitted to withdraw its consent to the use of any GRESB Marks by giving written notice to the Participant in writing at any time, in which case the Participant Member shall effectively cease and desist any and all use of the Marks within 14 days of the date of such
written notice;

● The Participant shall promptly notify GRESB in writing giving full particulars of any actual, suspected or threatened infringement of any of the Marks, or any challenge to the Marks made or threatened (including any claim that the Marks infringe the rights of any third
party), that come to its knowledge.

 

4. GRESB USE OF PARTICIPANT DATA AND DATA PROTECTION

4.1 As a Participant you acknowledge and agree that, in consideration for GRESB performing its obligations and granting you rights under this Participant Agreement, you hereby grant GRESB a non-exclusive and non-transferable license on a royalty free, world-wide, perpetual basis, to use and exploit the Participant Data provided by you for the Assessment, for the purposes of developing and providing the GRESB Products and Service(s) and for the benefit of GRESB, in accordance with this clause 4 and the confidentiality obligations of clause 8.

4.2 Notwithstanding anything to the contrary, GRESB may use the Participant Data and any other information provided in connection with a Participant’s submission to any (current, past or future) Assessment(s) as a basis for compiling, developing and distributing the GRESB Products and Service(s).

4.3 As part of GRESB Products and Services and for research purposes the Data and/or its composing parts will be distributed as follows:

● A Participant will be permitted to access its own Scorecard and (if applicable) Benchmark Report and other individual Data as per the Participant Agreement;

● GRESB may grant access to the Data or publish the Data as part of its Products and Services to any of its Investor Members, customers or other contract parties, as follows:

o with respect to Participants that are not listed on a Stock Exchange: after explicit consent of the Participant is received.

o with respect to Participants listed on a Stock Exchange: the Data is deemed to be public, and the consent of the Participant is not needed (except for asset level data of a Participating Portfolio).

● With respect to Data that is expressed as scores or indices, along with any other information provided in the Assessment, GRESB is free to use all Data provided this Data cannot be traced back to a Participant’s individual assets.

4.4 While distributing in accordance with clause 4.3 GRESB shall only disclose Participant Data at the level of the Participating Portfolio and/or Participating Asset. Disclosure of asset level data of a Participating Portfolio shall only take place after explicit consent of the Participant.

4.5 New Participants can request a one-time grace period (‘Grace Period’), during the first year of being a Participant. During this Grace Period, GRESB will not disclose that Participant’s Scorecard or Benchmark Report to any other party than the Participant itself. Investor Members cannot request access to that Participant’s Scorecard or Benchmark Report. This Grace Period can only be requested by the new Participant giving explicit notice to GRESB via the Portal, prior to it submitting its first Participant Data.

4.6 Both Parties agree to comply with their respective obligations under all applicable data protection and privacy laws and regulations. In as far as GRESB is provided with personal data, GRESB shall handle this data in accordance with its Privacy Statement.

4.7 As a Participant you will comply with any guidelines that we provide from time to time in relation to the manner in which we process Participant Data and/or provide the GRESB Products and Service(s).

4.8 As a Participant you agree that we may include your name in any lists we may at our own discretion publish for promotional or other purposes from time to time.

5. YOUR OBLIGATIONS

5.1 As a Participant you warrant and undertake that:

● You have full right and authority to enter into this Participant Agreement and to perform your obligations;

● You have the right to provide the Participant Data that you supply under this Participant Agreement to GRESB and neither this nor the resulting Data will in any way infringe any rights of any third-party;

● You will use all reasonable endeavors to ensure that the Participant Data that you supply under this Participant Agreement is accurate and complete;

● You shall not make any false or misleading statements about any information that you derive from the Data;

● You shall not do anything which may damage the reputation of GRESB, the Data or any of the GRESB Products and Services;

● You shall not use the Data or any of the GRESB Products and Services for any purpose contrary to any law or regulation or any regulatory code or guidance;

● You shall only use the Data or GRESB Products and Services in accordance with the Participant Agreement;

● Both Parties fully adhere to and comply with their respective national regulations and international standards and regulations on anti-slavery and anti-bribery.

5.2 As a Participant you undertake not to disclose any Participant Data of other Participants and/or Data to a third party other than in accordance with the terms of this Participant Agreement.

5.3 You will take adequate steps to ensure that you, your employees, consultants, officers and agents comply with this Participant Agreement and do not:

● Make any part of the Data available to anyone, except as permitted under this Participant Agreement or authorized by GRESB in writing;

● alter or manipulate any part of the Data or other information provided in connection with the GRESB Products and Service(s);

● Provide GRESB with any confidential information which might breach any legal or professional duty.

5.4 You will take steps to ensure that nobody other than your Authorized Representatives can access the Portal using your username and password.

5.5 As a Participant you will ensure that any consultants, employees, officers, subcontractors or other third parties that assist you with the submission of Participant Data to GRESB, separately register in the Portal using GRESB’s Assessment Access Tool.

5.6 As a Participant you acknowledge and accept that granting access to your Assessment submission using the Assessment Access Tool and the management of permissions granted for using the Assessment Access Tool is your own responsibility. GRESB may rely on all Participant Data and information provided via the Assessment Access Tool being correct and complete.

5.7 Subject to clause 5.8 below, you will defend, indemnify and hold GRESB harmless against any Losses suffered or incurred by GRESB and/or our employees, consultants and/or licensors as a result of third-party claims, including legal expenses (reasonably and properly incurred), arising out of or in connection with your breach of this Participant Agreement.

5.8 In the event of any Losses pursuant to clause 5.7 above, resulting from a third-party claim:

● GRESB shall give you notice of any such third-party claim without delay;
● GRESB shall provide reasonable cooperation to you in the defense and settlement of such third-party claim;

● You are given sole authority to defend or settle the third-party claim, provided you clearly communicate that you are handling the claim instead of GRESB.

6. MEMBERSHIP PROVISIONS

6.1 All Participants join as a Member and shall appoint their Authorized Representatives for access to the GRESB Products and Services. The Authorized Representatives may include:

● An Account Manager (mandatory);
● One or more internal contributors (mandatory);
● One or more external contributors;
● One or more investor relations managers.
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6.2 The initial Authorized Representatives will be communicated to GRESB before the Participant Agreement becomes effective. The Participant shall annually update the Authorized Representatives before start of the Assessment. Authorized Representatives can be added or withdrawn at any time via the Portal. It is the Participant’s responsibility to keep the registration of the Authorized Representatives up to date.

6.3 Personal usernames and passwords will be provided to each Authorized Representative appointed in accordance with the previous section. These usernames and passwords may only be used by the Authorized Representatives, and may not be distributed to other employees, consultants or third parties. The Participant shall inform GRESB immediately in case the employment of any of its Authorized Representatives is ended. GRESB reserves the right to disable usernames and passwords at any time in the event of a breach of this provision.

6.4 The Participant shall endeavor, to the extent reasonably possible, to support GRESB in media publications and/or investment conferences.

6.5 The Participant is entitled to apply for a seat on GRESB’s governance groups.

6.6 Both during the term of the Participant Agreement and for a period of one (1) year after the Participant Agreement has ended for any reason whatsoever, both Parties are prohibited from (directly or indirectly) (a) actively enticing away, or (b) taking (or causing to take) into employment, secondment or other forms of cooperation, any of the other Party’s professionals, without the prior written consent of such Party. For the purpose of this clause ‘the other Party’s professionals’ shall mean: all employees and free lancers that have been working for this other Party or any of its affiliates, in the period of one year prior to the end of the Participant Agreement.

7. FEES AND PAYMENT

7.1 GRESB reserves the right to increase the fees applicable in each calendar year. It will advise the Participant, on a best effort basis, at least ninety (90) days in advance of the end of a calendar year of any change pursuant to this clause.

7.2 GRESB can increase fees on an annual basis to compensate for inflation. The basis for the inflation adjustment will be the European Harmonised Index of Consumer Prices (HICP).

7.3 In case GRESB agreed to an initial term of 2 or 3 years, GRESB has the option to increase the fees with a maximum of 10% per year (in addition to the inflation correction mentioned in 7.2) during this initial term.

7.4 GRESB will invoice its fee annually per Assessment. For additional Products and Services that are to be delivered upon request only, the fee will be invoiced after the request is received.

7.5 All invoices are to be paid within 30 days of the invoice unless explicitly agreed otherwise. Additional external costs (such as bank costs) shall be borne by the Participant. GRESB may request payment before delivery of the Products and Services. After 60 days GRESB reserves the right the impose a 5% penalty on the full invoice amount.

8. CONFIDENTIALITY

8.1 The Parties acknowledge that– in the execution of the Participant Agreement – they will provide each other with Confidential Information (in this clause to be referred to as ‘Confidential Information’), meaning any information, however conveyed, or presented:
● that relates to either Party’s trade secrets, customer or supplier details, business and business transactions, affairs, operations, know-how, personnel, and suppliers; and
● that is clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

With respect to Participants partaking in the Real Estate Assessment, all asset level data of a Participating Portfolio, submitted for the purpose of the Assessment, shall be considered as Confidential Information, unless it is anonymized and/or aggregated to the extent that it cannot be traced back to the Participant.
With respect to GRESB: all information that relates to the methods, processes or techniques used to provide the GRESB Products and Service(s) and the Data shall be considered as Confidential Information.

8.2 Unless otherwise permitted by this Participant Agreement, both Parties will ensure that they restrict disclosure of such Confidential Information to such of their employees, consultants or subcontractors as need to know for the purpose of discharging the obligations under this Participant Agreement and executing the license of clause 4.1. The Parties shall ensure that such employees, consultants, and subcontractors are subject to obligations of confidentiality corresponding to those which bind the Parties to this Participant Agreement.

8.3 Both Parties shall ensure that they and their respective agents, consultants and subcontractors shall, maintain in strict confidence and not divulge or communicate to anyone else any Confidential Information relating to the other party except as permitted by the Participant Agreement.

8.4 Both Parties shall implement all necessary technical and organizational measures and take any and all measures, including legal action, when necessary, to ensure the protection and secrecy of the Confidential Information and to prevent any theft, manipulation, distraction, unauthorized access or use of the Confidential Information.

8.5 More specifically GRESB undertakes and shall procure that – except in cases of explicit consent of the Participant – it shall use the asset level data of the Participating Portfolio only for internal purposes, consisting of the activities of GRESB and its subcontractors connected with (a) the Assessment process and (b) the anonymizing and aggregating of the Participant Data for use in its Products and Services.

8.6 The obligations of this clause 8 shall not apply to information which:

● is already public knowledge, through no act or default of either Party;

● either Party is required to divulge by any law or legally binding order or ruling of any Court, tribunal, stock exchange, administrative, regulatory or governmental authority with competent jurisdiction;

● was known to the recipient before the date of disclosure (as proven by written evidence) without obligations of confidentiality;

● was subsequently obtained by the recipient from someone else without that person breaching any obligations of confidentiality that they have to either you or us.

8.7 Both Parties undertake to inform the other Party without delay – by e-mail – of any breach of this clause 8 as the Party may be aware of and to provide all possible assistance in order to minimize the effects of such breach.

9. INTELLECTUAL PROPERTY

9.1 As a Participant you shall retain ownership of the IPRs (if any) in the Participant Data submitted by you.

9.2 Without prejudice to our legal obligations regarding data protection, as a Participant you consent to GRESB, both for the term of this Participant Agreement and afterwards (with due observance of clauses 4 and 8):

● processing and dealing with Participant Data submitted by you in any way required for GRESB to provide both current and future GRESB Products and Service(s);

● incorporating Participant Data into Data, Databases and/or other GRESB Products and Service(s) in existence now or proposed to be in future;

● making Participant Data available as part of any of GRESB Products and Service(s) of any kind that we may provide from time to time in connection with the Assessment.

9.3 Subject to clause 11, GRESB warrants that you will not infringe any third party IPRs by using the Scorecard and Benchmark Report in accordance with the terms of this Participant Agreement. GRESB will indemnify you against any Losses you may validly incur as a result of any claim that the use of the Data by you infringes any third party IPRs, provided you notify GRESB promptly of any such claim being made.

9.4 In the event of a claim made pursuant to clause 9.3 above:
● You shall give prompt notice of any such claim;
● You shall provide reasonable cooperation to GRESB in the defense and settlement of such claim;
● GRESB is given sole authority to defend or settle the claim.
9.5 If any claims are made, or in GRESB’s reasonable opinion are likely to be made, by any third party pursuant to clause 9.3 above, GRESB may at its sole option and expense:

● procure for you the right to continue using the relevant Data (or any part of it) in accordance with the terms of this Participant Agreement;

● modify the relevant Data to avoid infringement or replace the relevant Data with non- infringing materials, whilst still providing the same, or substantially similar, functionality to the infringing materials.

9.6 Subject to any underlying rights you hold under clause 9.1, you acknowledge that any and all (claims to) current and future IPRs in or related to the Data, the Database, the GRESB Products and Service(s) and/or any other products or service(s) that are created by GRESB using the Participant Data are the exclusive property of GRESB and its licensors. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website and Portal and any Products and Service(s) provided to Participants during the course of the Assessment(s).

9.7 You acknowledge that, in respect of any third party IPRs licensed by GRESB, your use of any such IPRs is conditional on GRESB obtaining a written license from the relevant licensor (“Third- Party License”) on such terms as will entitle GRESB to license such rights to you. In the event that the Third-Party License is terminated, suspended, expires or is otherwise no longer in place for any reason, GRESB may immediately and without any liability to you either (i) terminate or suspend your use of any such third-party IPRs, or (ii) terminate this Participant Agreement.

9.8 GRESB may terminate this Agreement immediately on notice, if you challenge the validity of any of the rights of GRESB and/or its licensors set out above.

10. TERM AND TERMINATION

10.1 Unless otherwise agreed, this Participant Agreement will come into force on the Start Date and will continue until December 31st of that calendar year. The Participant Agreement shall automatically be renewed annually, for consecutive periods of twelve (12) months, unless either Party gives written notice to the other Party, not less than sixty (60) days prior to the end of the calendar year involved. Notwithstanding the above, it is hereby understood that in case GRESB agreed to an initial term of three (3) years, the Participant Agreement will come into force on the Start Date and will continue until December 31st of the third subsequent calendar year. Following this initial term, this Participant Agreement shall be renewed for consecutive periods of three (3) years, unless either Party gives written notice to the other Party, not less than sixty (60) days prior to the end of the third subsequent calendar year.

10.2 The Participant can partially terminate this Participant Agreement for one or more Participating Portfolios and/or Participating Assets, in which case this clause 10 applies to the partial termination. If partially terminated the Participant is obligated to pay a minimum fee calculated as 50% of the first year Assessment submission number multiplied by the relevant multiyear fee. For clarity, partial termination will apply only to Participants submitting multiple Participating Portfolios and/or Participating Assets.

10.3 Without prejudice to clause 10.4 below, GRESB reserves the right to immediately and without notice suspend access to GRESB Products and Services in the event GRESB reasonably suspects a material breach of this Participant Agreement.

10.4 Notwithstanding the above, the Participant Agreement may be terminated immediately by either Party:
• if the other Party is in material breach of any of the terms of the Participant Agreement, if such a breach is not remedied within a period of twenty (20) working days after written notice of it has been given to the Party in breach.

10.5 GRESB may terminate this Participant Agreement immediately by giving written notice if GRESB ceases undertaking the Assessment(s) and/or if GRESB ceases to provide the GRESB Products and Service(s).

10.6 Termination will not affect any part of this Participant Agreement which expressly or by implication is intended to survive termination (including without limitation clauses 5, 8, 9, 10, 11, 12 and 13).

10.7 If the Participation Agreement is terminated by either party GRESB reserves the right to withdraw the Participant’s user and access rights to the Portal. The Participant will have 30 days from termination to extract their Benchmark Report/s or other Data from the Portal.

11. DISCLAIMER AND LIABILITY

11.1 GRESB provides you with no warranty or assurance in respect of the Data and the GRESB Products and Service(s), except as set out in clause 9.3 above. WITHOUT LIMITATION OF THE FOREGOING SENTENCE, GRESB DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.2 This clause 11 sets out GRESB’s entire financial liability (including any liability for the acts or omissions of its employees, agents, contributors, consultants, and sub-contractors) to you in respect of:
● any breach of this Participant Agreement;
● any use made by you of the GRESB Products and Service(s) or any part of them;
● any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement and/or use made by you of the GRESB Products and Service(s).

11.3 GRESB provides the Data in good faith, but you acknowledge that as the Data may include or refer to data that is provided by third parties, GRESB is not able to control or verify the accuracy or completeness of such data. While GRESB agrees to use reasonable skill and care in the collection and processing of the Data:

● GRESB provides no warranty or representation (whether express or implied) about the accuracy or fitness for any particular purpose of the Data or the Assessment(s);

● GRESB shall not be liable for any inaccuracy, incompleteness or error in the Data or the Assessment(s) which arises as a result of data input, instructions or scripts provided by you or any third party appointed by you to provide Participant Data on your behalf.

● You acknowledge that systems that use empirical data and/or statistical data and/or data modelling techniques to provide indicative and/or predictable data, cannot be taken as a guarantee of any particular outcome.

11.4 While every care has been taken in the development of the Website and the Portal, GRESB cannot be held liable for the consequences of actions taken on the basis of information obtained on the Website or the Portal. You agree and acknowledge that the GRESB Products and Service(s) are not intended to be used as the sole basis for any business decision, that you use the Data at your own risk and on an “as is” basis and that you will not use the Data as the sole basis for any business decision.

11.5 Except as provided in clause 9.3 above:

● GRESB shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, and whether arising out of or in connection with this Participant Agreement or any other agreement, for any loss of profits,
loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges or expenses however arising; and

● Except for liability for death or injury, for fraud of fraudulent misrepresentation or for gross negligence or willful intent, GRESB’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising
out of or in connection with the performance or contemplated performance of this Participant Agreement shall be limited to the aggregate amount that is covered by GRESB’s liability insurance.

● GRESB shall maintain a liability insurance with a coverage of at least EUR 2.5 million per incident and EUR 5.0 million per year. Under this clause 11 the maximum imposed on the
liability of GRESB shall include the liability of any GRESB group company and/or the respective agents, consultants, contributors, employees or officers of GRESB and any of its group companies.

11.6 Neither Party shall incur liability under this Participant Agreement in as far as it is prevented from or delayed in performing its obligations under the Participant Agreement by acts, events, omissions or accidents beyond its reasonable control or responsibility, including without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

11.7 GRESB shall not be liable to you in the event that the performance of any of its obligations under this Participant Agreement is prevented, disturbed or delayed by any act or omission on your side.

12. NOTICES

12.1 Any notice or other communication required to be given to a Party under or in connection with this Participant Agreement shall be in writing and shall be delivered to the other party (a) personally or sent by prepaid first-class post or international post or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or (b) sent by e-mail, in case of GRESB to the address: [email protected] only.

13. GENERAL

13.1 GRESB Products and Service(s) continue to evolve in the light of business, market and technical developments. Accordingly, GRESB reserves the right to make improvements, substitutions, modifications, and to add or remove some elements of the GRESB Products and Service(s). You acknowledge that GRESB shall not be liable to you or to any third party for any modification, discontinuance, or suspension of the GRESB Products and Service(s).

13.2 GRESB reserves the right, in its own and absolute discretion, to change these T&Cs, by notifying you upon login of the Portal or by post or e-mail. Amendments will be applicable from your first

login to the Portal following publication. Your continued use of the GRESB Products and Service(s) after the posting of the amended T&Cs means that you accept these changes. In case the Parties agreed upon certain custom-made amendments or exceptions to the T&Cs, these will continue to apply to any new version of the T&Cs, provided the relevant clause of the T&Cs remained (materially) unaltered.

13.3 You consent to GRESB assigning or subcontracting any or all of our rights and obligations under this Participant Agreement to any third party or agent.

13.4 Third Parties: A person who is not a party to this Participant Agreement shall not have any rights under or in connection with this Agreement.

13.5 Governing law and jurisdiction: This Participant Agreement, and any dispute or claim arising out of or in connection with it are governed by the laws of The Netherlands. The competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute in connection with this Participant Agreement without prejudice to the right of appeal to the Supreme Court.

13.6 This Participant Agreement constitutes the entire agreement between GRESB and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between GRESB and you relating to its subject matter, whether written or oral, and without prejudice to the generality of the foregoing. No general terms and conditions of the Participant shall apply to this Participant Agreement.

13.7 If any provision (or part of a provision) of this Participant Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. The Parties shall negotiate in good faith to replace the invalid, unenforceable or illegal provision by a provision that gives effect to the commercial intention of the parties.

13.8 Unless specifically provided otherwise, rights arising under this Participant Agreement are cumulative and do not exclude rights provided by law.

13.9 Each party shall use all reasonable endeavors to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Participant Agreement.

Amsterdam, September 2023

1. INTRODUCTION AND DEFINITIONS

1.1 These GRESB Terms & Conditions for Partner Members (the “T&Cs”) are used by the private company with limited liability to the laws of The Netherlands GRESB B.V., seated in Amsterdam (The Netherlands).

1.2 The legal relationship between GRESB and you – as a Partner – is governed by the combination of the ‘GRESB Partner Membership Agreement’ and these T&Cs, jointly to be referred to as: “the Partner Agreement”. The Partner Agreement governs your involvement in the Assessment(s) and your use of the Data and the GRESB Products and Services.
1.3 The Partner Agreement comes into effect at the date of signing the Partner Agreement (“Start Date”). New versions of the T&Cs may be agreed upon separately.

1.4 Unless the context requires otherwise, words and phrases used in the Partner Agreement shall have the meanings given to them in this clause 1.4:

● ‘Assessment(s)’: any or all of (i) a Participant (or the Partner on its behalf) submitting data on the Indicators on an annual basis to assess the sustainability performance of its (public and private) real estate and/or infrastructure investments and (ii) GRESB’s activities connected with such assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data a.o. to create Scorecards and/or Benchmark Reports.

● ‘Assessment Access Tool’: a Portal Tool, which allows Participants to invite their Partners help them with the submission of Participant data to GRESB;

● ‘Benchmark Report’: a report prepared by GRESB which contains, but is not limited to non-financial peer benchmarking and question-by-question analysis of a Participant’s performance according to the data collected in the Assessment(s);

● ‘Data’: any and all data and/or other information supplied by GRESB through the GRESB Products and Service(s) or by any other means, including but not limited to Scorecards and Benchmark Reports;

● ‘Database’: the collection of independent works, data and/or other materials comprising, in whole or in part, data collected and processed as a result of the Assessment(s) and/or the GRESB Products and Service(s), including, but not limited to, the Data, all data validation decisions, all scoring and analysis algorithms and all records of statistical analysis;

● ‘GRESB’: GRESB B.V. incorporated as a private company under the law of the Netherlands with registration number 55416071;

● ‘GRESB Products and Service(s)’: any current and future products and service(s) developed and supplied by GRESB to its Members and customers, as per its binding agreements. These products and services shall include but not be limited to the Assessment services, Benchmark Reports, Scorecards and reporting solutions. They may include third party data products;

● ‘Indicators’: the criteria and metrics included in the Assessments, which are compiled by GRESB on an annual basis, and are to be used to assess the sustainability performance of public and private real estate and infrastructure investments and/or to facilitate reporting/disclosure on sustainability;

● ‘Investor Member’: each entity that invests capital directly or indirectly into real estate or infrastructure funds and/or assets and is party to an Investor Membership Agreement with GRESB;

 

● ‘IPRs’: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade-, business- and domain- names, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other industrial and/or commercial rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all rights to apply for the same, and all similar or equivalent rights or forms of protection in any part of the world. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website, the GRESB Portal and any GRESB Products and Service(s);

● ‘Losses’: any losses, damages, costs, expenses or liabilities;
● ‘Member’: any entity, association, partnership or organization that is a party to a Membership Agreement with GRESB, being a Partner Member, Participant Member or Investor Member;

● ‘Participant’: an entity that submitted a response to the Assessment(s) – whether directly or via a Partner or third party – with respect to this Participant’s asset(s), fund(s) and/or portfolio(s), being a Member of GRESB;

● ‘Participant Data’: the data and other information that GRESB receives from a Participant – whether directly or through a Partner, agent, consultant or representative – which includes, without limitation, its Assessment submission and/or any supporting information or additional data submitted for additional GRESB Products and Services;
● ‘Partner’: each entity that is a party to a Partner Membership Agreement with GRESB;
● ‘Partner Agreement’: the combination of the Partner Membership Agreement and the T&Cs;
● ‘Partner Membership Agreement’: the agreement between GRESB and the Partner, containing the core rights and obligations of the Parties with respect to the Assessment and the use of the GRESB Products and Services by the Partner;

● ‘Party’: both GRESB and the Partner, that are a party to this Partner Agreement;
● ‘Portal’: GRESB’s online non-public portal currently accessed via https://portal.gresb.com and used, inter alia, for providing GRESB Products and Services;

● ‘Portal Tools’: all tools and functionalities available in the Porta, which are included in the standard Membership Agreement, such as the Portfolio Analysis Tool and Data Exporter;

● ‘Privacy Statement’: the GRESB Privacy Statement as amended periodically, which is found on https://gresb.com/nl-en/gresb-privacy-statement/ and which is sent to you upon your request;

● ‘Scorecard’: a document summarizing an individual Participant’s annual Assessment results;
● ‘Start Date’: the date of signature of the Partner Agreement by the Partner;
● ‘T&Cs’: these GRESB Terms & Conditions for Partners, or any subsequent version thereof;
● ‘Us’ or ‘We’: GRESB;

● ‘Website’: the website currently located at https://gresb.com/nl-en/ or any other website through which GRESB manages the Assessment(s) and delivers the GRESB Products and Service(s);

● ‘You: the Partner who is a Party to this Partner Agreement.

1.5 In case of Participants partaking in SFDR Reporting, the definition of ‘Assessment’ shall be amended:

• ‘Assessment’: any or all of a Participant (or the Partner on its behalf) submitting data on the indicators on an annual basis to
i. assess the sustainability performance of its (public and private) real estate and/or infrastructure investments, and/or (b) develop and collect Data to support its disclosure obligations towards authorities and third parties, and;
ii. GRESB’s activities connected with such assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data a.o. to create Scorecards and/or Benchmark Reports;

2. TYPES OF PARTNER MEMBERSHIPS

2.1 The GRESB Partner Membership is open to organizations that support and assist Participants and Investors as well as GRESB to improve transparency and sustainability with respect to real assets and infrastructure worldwide, and to promote the activities of GRESB in that field. The Partner Membership is subject to GRESB accepting the Partner as a Member.

2.2 The following types of Partner Membership exist:
● ‘Global Partner’, ‘Premier Partner’ and ‘Partner’: commercial organizations including consultants and solution providers that assist Participants to complete their GRESB Assessment(s), manage ESG data and advance their sustainability performance. These organizations can join at 3 tiers: Global Partner, Premier Partner and Partner. All Partners are eligible to connect to the GRESB Portal via an API and eligible partners can receive additional designations below.
o All Global, and those Premier Partners who have connected via an API, are given the designation of “GRESB Data Partner” in relevant GRESB branding and marketing instances;
o Those Global and Premier Partners who meet additional criteria and have signed our Training Partner Agreement are given the designation of “GRESB Training Partner” in relevant GRESB branding and marketing instances.
● Industry Partner: Real Estate/Infrastructure and/or ESG focused industry bodies and associations working to improve sustainability best practices in the sector;
● Media & Research Partner: organizations that collaborate with GRESB on events, media content and dedicated research projects.
● Government: government organizations that work with GRESB in a formal, collaborative manner.
● Other: other types of organizations, not described above, that work with GRESB in a formal, collaborative manner.

3. PARTNER USE OF GRESB PRODUCTS AND SERVICES AND DATA

3.1 If the Partner is granted access to any GRESB Products and Services (including Data), through the client relationship with a Participant or Investor Member, the Partner may use these to provide the Participant or Investor Member involved with advice, provided these may not be manipulated, and may not be distributed outside this Participant’s/Investor Member’s organization. GRESB must be credited as the source of such GRESB Products and Services and Data.

3.2 GRESB Data, including but not limited to complete GRESB Scorecards and/or GRESB Benchmark Reports or any other GRESB reports, may not be published, distributed, sold, sub-licensed, or otherwise commercially exploited.

3.3 Without GRESB’s explicit written consent, the Partner is not allowed to generate any reports, overviews, databases or other derivative works based on GRESB’s Data and/or GRESB’s proprietary methodologies.
3.4 No information contained in or derived from the GRESB Data (including the Scorecard) may be used as a Benchmark as defined in Regulation (EU) 2016/1011. This is the case when the information is used to (a) determine the amount payable under a financial instrument or a financial contract, (b) determine the value of a financial instrument or (c) measure the performance of an investment fund with the purpose of tracking the return of such index or of defining the asset allocation of a portfolio or of computing the performance fees.

3.5 The Partner agrees to comply with any guidelines that GRESB may provide from time to time in relation to the use of the GRESB Products and Service(s).

3.6 In case the Partner and/or any of its employees or consultants are allowed access to the GRESB Products and Services in the Portal, they are requested to create a user account. GRESB can request that any user of its Portal shall accept and comply with its separate terms and conditions for the use of the Portal, as a condition for access.

3.7 The Partner shall take adequate steps to ensure that any of its consultants, employees, officers or other parties involved in its business activities shall comply with the provisions of this clause.

4. PARTNER USE OF PARTICIPANT DATA

4.1 The Partner shall only be allowed to access any Participant Data in the Portal, after being explicitly invited by the Participant involved.
4.2 The Partner is not allowed to use any data received from Participants for any of its products and services without the explicit written consent of the Participant concerned.

4.3 If the Partner is granted access to any Participant Data, the Partner shall treat this Participant Data with professional care, subject to its contractual obligations and professional duties towards the Participant involved.

4.4 The Partner shall take adequate steps to ensure that any of its consultants, employees, officers or other parties involved in its business activities shall comply with the provisions of this clause.

5. MEMBERSHIP PROVISIONS

5.1 The Partner shall endeavor, to the extent reasonably possible, to support GRESB in media publications and/or investment conferences.

5.2 The Partner grants GRESB permission to include its name on the list of GRESB Partners on the GRESB website and in other GRESB published materials (whether published electronically or in hard copy).

5.3 Partners are permitted to use the GRESB logo to identify themselves as a Partner of GRESB. The format of the logo including, but not limited to, the resolution and color, must not be altered in any way. GRESB Partners agree to adhere to, and be bound by, the then current version of the GRESB Trademark Policy and Branding Guidelines: https://gresb-prd-
public.s3.amazonaws.com/2021/2021_GRESB_Logo/external_guidelines_11_2021.pdf.

5.4 The Partner is entitled to apply for a seat on GRESB’s governance groups.

6. DATA PROTECTION AND SECURITY

6.1 The Partner undertakes not to disclose or publish any Data, except in as far as it is contractually allowed under clause 3, unless any such Data is already public knowledge, through no act or default of the Partner.

6.2 The Partner shall take adequate steps to ensure that its employees, consultants and agents shall not:
● copy, export, print out or otherwise reproduce any Data nor any material provided in connection with the GRESB Products and Service(s), except as permitted under this Partner Agreement or authorized by GRESB in writing;
● make any part of the Data available to anyone, except as permitted under this Partner Agreement or authorized by GRESB in writing;

● alter or manipulate any part of the Data or other information provided in connection with the GRESB Products and Service(s).
6.3 The Partner shall indemnify GRESB and hold GRESB harmless against any and all Losses suffered or incurred by GRESB as a result of third-party claims, including legal expenses (reasonably and properly incurred) arising out of or in connection with any breach of its obligations under this clause.

6.4 The Partner agrees to comply with its respective obligations under all applicable data protection and privacy laws and regulations.

6.5 The Partner shall promptly and at its own expense comply with any security related or technical rules and guidelines that GRESB reasonably requires from time to time in relation to the manner in which GRESB provides the GRESB Products and Service(s), and the Data contained therein.

7. FEES AND PAYMENT

7.1 GRESB reserves the right to increase the fees applicable in each calendar year. It will advise the Partner, on a best effort basis, at least ninety (90) days in advance of the end of a calendar year of any change pursuant to this clause.

7.2 GRESB can increase fees on an annual basis to compensate for inflation. The basis for the inflation adjustment will be the European Harmonised Index of Consumer Prices (HICP).

7.3 In case GRESB agreed to an initial term of 2 or 3 years, GRESB has the option to increase the fees with a maximum of 10% per year (in addition to the inflation correction mentioned in 7.2) during this initial term.

7.4 GRESB will invoice its fees annually, in January. All invoices are to be paid within 30 days of the invoice unless explicitly agreed otherwise. Additional external costs (such as bank costs) shall be borne by the Partner. After 60 days from receipt of the invoice, GRESB reserves the right the impose a 5% penalty on the full invoice amount.

8. CONFIDENTIALITY

8.1 The Parties acknowledge that– in the execution of the Partner Agreement – they will provide each other with Confidential Information (in this clause to be referred to as ‘Confidential Information’), meaning any information, however conveyed or presented:
● that relates to either Party’s trade secrets, customer or supplier details, business and business transactions, affairs, operations, know-how, personnel and suppliers; and
● that is clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

8.2 Unless otherwise permitted by this Partner Agreement, both Parties will ensure that they restrict disclosure of such Confidential Information to such of their employees, consultants or subcontractors as need to know for the purpose of discharging the obligations under this Partner Agreement. The Parties shall ensure that such employees, consultants, and subcontractors are subject to obligations of confidentiality corresponding to those which bind the Parties to this Partner Agreement.

8.3 Both Parties shall ensure that they and their respective agents, consultants and subcontractors shall, maintain in strict confidence and not divulge or communicate to anyone else any Confidential Information relating to the other party except as permitted by the Partner Agreement.

8.4 Both Parties shall implement all necessary technical and organizational measures and take any and all measures, including legal action when necessary, to ensure the protection and secrecy of the Confidential Information and to prevent any theft, manipulation, distraction, unauthorized access or use of the Confidential Information.

8.5 The obligations of this clause 8 shall not apply to information which:
● is already public knowledge, through no act or default of either Party;

● either Party is required to divulge by any law or legally binding order or ruling of any Court, tribunal, stock exchange, administrative, regulatory or governmental authority with competent jurisdiction.

8.6 Both Parties undertake to inform the other Party without delay – by e-mail – of any breach of this clause 8 as the Party may be aware of and to provide all possible assistance in order to minimize the effects of such breach.

9. INTELLECTUAL PROPERTY

9.1 The Partner acknowledges that any and all (claims to) current and future IPRs in or related to the Data, the Database, the GRESB Products and Service(s) and/or any other products or service(s) that are created by GRESB and provided to the Partner, are the exclusive property of GRESB and its licensors. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website and Portal.

9.2 The Partner acknowledges that – in respect of any third party IPRs licensed by GRESB – the use of any such IPRs by the Partner is conditional on GRESB obtaining a written license from the relevant licensor (“Third Party License”) on such terms as will entitle GRESB to license such rights to the Partner. In the event that the Third- Party License is terminated, suspended, expires or is otherwise no longer in place for any reason, GRESB may immediately and without any liability to the Partner either (i) terminate or suspend its use of any such third party IPRs, or (ii) terminate this Partner Agreement.

9.3 GRESB may terminate this Agreement immediately on notice, if the Partner challenges the validity of any of the rights of GRESB and/or its licensors set out above.

10. TERM AND TERMINATION

10.1 This Partner Agreement will come into force on the Start Date and will continue until December 31st of that calendar year. The Partner Agreement shall automatically be renewed annually, for consecutive periods of twelve (12) months, unless either Party gives written notice to the other Party, not less than thirty (30) days prior to the end of the calendar year involved.

10.2 Without prejudice to clause 10.3 below, GRESB reserves the right to immediately and without notice suspend access to GRESB Products and Services in the event GRESB reasonably suspects a material breach of this Partner Agreement.

10.3 Notwithstanding the above, the Partner Agreement may be terminated immediately by either Party if the other Party is in material breach of any of the terms of the Partner Agreement, if such a breach is not remedied within a period of twenty (20) working days after written notice of it has been given to the Party in breach.

10.4 GRESB may terminate this Partner Agreement with immediate effect, by giving written notice if GRESB ceases undertaking the Assessment(s) and/or if GRESB ceases to provide the GRESB Products and Service(s).

10.5 Termination will not affect any part of this Partner Agreement which expressly or by implication is intended to survive termination (including without limitation clauses 1, 6, 8, 9, 10, 11, 12 and 13).

11. DISCLAIMER AND LIABILITY

11.1 GRESB provides you with no warranty or assurance in respect of the Data and the GRESB Products and Service(s). WITHOUT LIMITATION OF THE FOREGOING SENTENCE, GRESB DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GRESB declares and you acknowledge and agree that all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are excluded to the maximum extent permitted by law.

11.2 This clause 11 sets out GRESB’s entire financial liability (including any liability for the acts or omissions of its employees, agents, contributors, consultants and sub-contractors) to you in respect of:
● any breach of this Partner Agreement;
● any use made by you of the GRESB Products and Service(s) or any part of them;

● any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement and/or use made by you of the GRESB Products and Service(s).

11.3 GRESB provides the Data in good faith, but you acknowledge that as the Data may include or refer to data that is provided by third parties, GRESB is not able to control or verify the accuracy or completeness of such data. While GRESB agrees to use reasonable skill and care in the collection and processing of the Data:
● GRESB provides no warranty or representation (whether express or implied) about the accuracy or fitness for any particular purpose of the Data or the Assessment(s);
● GRESB shall not be liable for any inaccuracy, incompleteness or error in the Data or resulting from any data received from Participants and third parties;
● You acknowledge that systems that use empirical data and/or statistical data and/or data modelling techniques to provide indicative and/or predictable data, cannot be taken as a guarantee of any particular outcome.

11.4 While every care has been taken in the development of the Website and the Portal, GRESB provides no warranty or representation (whether express or implied) that the provision of the GRESB Products and Service(s) will be uninterrupted, timely or secure.

11.5 GRESB does not offer any warranty or representation that the use of the GRESB Products and Service(s) will achieve any particular result for its users. The Partner agrees and acknowledges that the GRESB Products and Service(s) are not intended to be used as the sole basis for any business decision, that the Partner uses the Data at its own risk and on an “as is” basis and that it will not use the Data as the sole basis for any business decision.

11.6 Subject to this clause 11:
● GRESB shall not be liable, whether in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, and whether arising out of or in connection with this Partner Agreement or any other agreement, for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, however arising;
● GRESB’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Partner Agreement and any connected agreement, shall be limited to the amount that is covered by GRESB’s liability insurance;
● GRESB shall maintain a liability insurance with a coverage of at least EUR 2.5 million per incident and EUR
5.0 million per year. Under this clause 11 the maximum imposed on the liability of GRESB shall include the liability of any GRESB group company and/or the respective agents, consultants, contributors, employees or officers of GRESB and any of its group companies.
11.7 Neither party shall incur liability under this Partner Agreement in as far as it is prevented from or delayed in performing its obligations under the Partner Agreement by acts, events, omissions or accidents beyond its reasonable control or responsibility, including without limitation, strikes, lock-outs or other industrial disputes, epidemics and lock-downs for national health, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

12. NON RECRUITMENT

12.1 Both during the term of the Partner Agreement and for a period of eighteen (18) months after the Partner Agreement has ended for any reason whatsoever, both Parties are prohibited from becoming engaged or involved in any manner whatsoever, directly or indirectly, whether on their own behalf or for third parties, in (a) actively enticing away, or (b) taking (or causing to take) into employment, secondment or other forms of cooperation, any of the other Party’s professionals, without the prior written consent of such Party.
For the purpose of this clause ‘the other Party’s professionals’ shall mean: all employees and free lancers that have been working for this other Party or any of its affiliates, in the period of one year prior to the end of the Partner Agreement.

12.2 In case of any breach of the above prohibition, which breach is not remedied within 5 business days after written notification of the breach, the breaching Party shall forfeit a penalty to the injured Party. This penalty shall amount to EUR 50.000 for each breach and, in addition, an amount of EUR 1.000 for every day that the breach persists, without prejudice to the right of the injured Party to recover damages in excess of the penalties.

13. NOTICES

13.1 Any notice or other communication required to be given to a Party under or in connection with this Partner Agreement shall be in writing and shall be delivered to the other party (a) personally or sent by prepaid first- class post or international post or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or (b) sent by e-mail, in case of GRESB to the address: [email protected] only.

14. GENERAL

14.1 GRESB Products and Service(s) continue to evolve in the light of business, market and technical developments. Accordingly, GRESB reserves the right to make improvements, substitutions, modifications, and to add or remove some elements of the GRESB Products and Service(s). You acknowledge that GRESB shall not be liable to you or to any third party for any modification, discontinuance or suspension of the GRESB Products and Service(s).

14.2 GRESB reserves the right, in its own and absolute discretion, to change these T&Cs, by notifying you by e-mail. Your continued use of the GRESB Products and Service(s) after the posting of the amended T&Cs means that you accept these changes. In case the Parties agreed upon certain custom-made amendments or exceptions to the T&Cs, these will continue to apply to any new version of the T&Cs, provided the relevant clause of the T&Cs remained (materially) unaltered.

14.3 You consent to GRESB assigning or subcontracting any or all of our rights and obligations under this Partner Agreement to any third party or agent.

14.4 A person who is not a party to this Partner Agreement (a ‘third party’) shall not have any rights under or in connection with this Agreement.

14.5 Governing law and jurisdiction: This Partner Agreement, and any dispute or claim arising out of or in connection with it are governed by the laws of The Netherlands. The competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute in connection with this Partner Agreement without prejudice to the right of appeal to the Supreme Court.

14.6 This Partner Agreement constitutes the entire agreement between GRESB and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between GRESB and you relating to its subject matter, whether written or oral, and without prejudice to the generality of the foregoing. However, this Partner Agreement can be supplemented by additional agreements on specific Partner relations (such as the Training Partner Agreement). No general terms and conditions of the Partner shall apply to this Partner Agreement.

14.7 If any provision (or part of a provision) of this Partner Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. The Parties shall negotiate in good faith to replace the invalid, unenforceable or illegal provision by a provision that gives effect to the commercial intention of the parties.

14.8 Unless specifically provided otherwise, rights arising under this Partner Agreement are cumulative and do not exclude rights provided by law.

14.9 Each party shall use all reasonable endeavors to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Partner Agreement.

Amsterdam, July 2023

 

These GRESB User Portal Terms & Conditions (‘Portal Terms’) apply to individuals who have user accounts in the GRESB Portal. Upon first log in, after the 2021 reporting cycle starts on April 1, these Portal Terms must be accepted before a user is able to access the GRESB Portal.

 

1. INTRODUCTION AND DEFINITIONS

 

1.1 These GRESB User Portal Terms & Conditions (‘Portal Terms’) are used by the private company with limited liability to the laws of The Netherlands GRESB B.V., seated in Amsterdam (The Netherlands).

1.2 The Portal Terms apply to all persons that access or use the GRESB Portal and the GRESB Products and Services that are offered through the Portal (‘Users’). As a User you accept the applicability of the Portal Terms and commit to comply with the Portal Terms while using the Portal and/or the GRESB Products and Services.

1.3 The Portal Terms are effective as of the moment when the User accepts the applicability of the Portal Terms. This acceptance may be requested by GRESB online, upon accessing the Portal through login.

1.4 Unless the context requires otherwise, words and phrases used in the Portal Terms shall have the meanings given to them in this clause 1.4:

• ‘Assessment(s)’: any or all of (i) a Participant submitting data on an annual basis to assess the sustainability performance of its (public and private) real estate and/or infrastructure investments and (ii) GRESB’s activities connected with such assessment processes including, but not limited to, data processing, validation, analysis, scoring, benchmarking and development of the Data;
• ‘Data’: any and all data and/or other information supplied by GRESB through the GRESB Products and Service(s) or by any other means, including but not limited to scorecards and benchmark reports;
• ‘Database’: the collection of independent works, data and/or other materials comprising, in whole or in part, data collected and processed as a result of the Assessment(s) and/or the GRESB Products and Service(s), including, but not limited to, the Data, all data validation decisions, all scoring and analysis algorithms and all records of statistical analysis;
• ‘GRESB’: GRESB B.V. incorporated as a private company under the law of the Netherlands with registration number 55416071;
• ‘GRESB Products and Service(s)’: any products and service(s) developed and supplied by GRESB to its Members and customers, as per its binding agreements. These products and services shall include but not be limited to the Assessment services, benchmark reports and scorecards, and may include third party data products;
• ‘IPRs’: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade-, business- and domain- names, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other industrial and/or commercial rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all rights to apply for the same, and all similar or equivalent rights or forms of protection in any part of the world. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website, the GRESB Portal and any GRESB Products and Service(s);
• ‘Member’: any entity, association, partnership or organization that is a party to a membership agreement with GRESB, being a Partner Member, Participant or Investor Member;
• ‘Participant’: an entity submitting a response to the Assessment(s) – whether directly or via a third party – with respect to this Participant’s asset(s), fund(s) and/or portfolio(s), being a Member of GRESB;
• ‘Participant Data’: the data and other information that a Participant provides to GRESB, which includes, without limitation, its Assessment submission and/or any supporting information;
• ‘Portal’: GRESB’s online non-public portal currently accessed via https://portal.gresb.com and used, inter alia, for providing GRESB Products and Services;
• ‘Portal Terms’: these GRESB User Portal Terms & Conditions, or any subsequent version thereof;
• ‘Privacy Statement’: the GRESB Privacy Statement as amended periodically, which is found on https://www.gresb.com/nl-en/gresb-privacy-statement/ and which is sent to you upon your request;
• ‘Us’ or ‘We’: GRESB;
• ‘User’: any person that accesses or uses the GRESB Portal and the GRESB Products and Services that are offered through the Portal, to whom these Portal Terms apply;
• ‘Website’: the website currently located at https://www.gresb.com/ or any other website through which GRESB manages the Assessment(s) and delivers the GRESB Products and Service(s);
• ‘You: the User to whom these Portal Tools apply.

 

2. ACCESS AND USE OF THE PORTAL

 

2.1 Prior to its first access to the Portal, the User shall register itself in the Portal, by creating a personal username and password. This username and password may only be used by the User. The username and password may not be distributed to colleagues, consultants or third parties.

2.2 Access and use of the Portal is restricted to Users that have been registered.

2.3 GRESB reserves the right to disable usernames and passwords at any time, in the event of a breach of the provisions of these Portal Terms.

2.4 The User shall only be allowed to access any Participant Data in the Portal, after being explicitly invited by the Participant involved. All Participant Data shall be treated as confidential and shall not be divulged or communicated, unless explicitly contractually permitted.

 

3. USE OF GRESB PRODUCTS AND SERVICES

 

3.1 GRESB Products and Services (including Data) may not be published, distributed, sold, sub-licensed, or commercially exploited. The User acknowledges that the Data may be confidential, and shall be treated as such unless the Data has been made publicly available.

3.2 In case of authorized use of the Data, GRESB must be credited as the source of the Data. The Data may not be manipulated.

3.3 The User agrees to comply with any guidelines that GRESB may provide from time to time in relation to the use of the GRESB Products and Service(s).

3.4 No information contained in or derived from the GRESB Data may be used as a Benchmark as defined in Regulation (EU) 2016/1011. This is the case when the information is used to (a) determine the amount payable under a financial instrument or a financial contract, (b) determine the value of a financial instrument or (c) measure the performance of an investment fund with the purpose of tracking the return of such index or of defining the asset allocation of a portfolio or of computing the performance fees.

3.5 GRESB provides you with no warranty or assurance in respect of the Data and the GRESB Products and Service(s). In particular GRESB does not warrant the Data to be accurate, complete or timely.

3.6 The User agrees and acknowledges that the GRESB Products and Service(s) are not intended to be used as the sole basis for any business decision, that he uses the Data at its own risk and on an “as is” basis and that it will not use the Data as the sole basis for any business decision.

 

4. GENERAL

 

4.1 The User acknowledges that any and all (claims to) current and future IPRs in or related to the Data, the Database, the GRESB Products and Service(s) and/or any other products or service(s) that are created by GRESB and provided to the User, are the exclusive property of GRESB and its licensors. For clarity, GRESB’s IPRs shall include but not be limited to the content and format of the GRESB Website and Portal.

4.2 GRESB shall handle all personal data it receives from its Users in accordance with its Privacy Statement.

4.3 GRESB reserves the right, in its own and absolute discretion, to change these Portal Terms, by notifying you upon login of the Portal or by e-mail. Amendments will be applicable from your first login to the Portal following publication. Your continued use of the GRESB Products and Service(s) after the posting of the amended Portal Terms means that you accept these changes.

4.4 Governing law and jurisdiction: These Portal Terms and any dispute or claim arising out of or in connection with it are governed by the laws of The Netherlands. The competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute in connection with these Portal Terms without prejudice to the right of appeal to the Supreme Court.