Riccarda Chiappani | Independent Consultant 

Version: 5 October 2026 – Revision 3 

These Terms and Conditions apply to services provided by Riccarda Chiappani, Independent Consultant, based in Nikitara street 14, House 8, 8250 Emba, Paphos, Republic of Cyprus (the "Consultant"). The business purchasing the services is the "Client". These terms apply only to business clients acting for trade, business or professional purposes, not to consumers. 

1. Agreement and order of precedence 

1.1 Each engagement is described in a proposal, statement of work, order confirmation or other written agreement accepted by both parties (the "Proposal"). The Proposal and the version of these terms supplied before acceptance form the "Agreement". Later versions of these terms do not automatically change an existing Agreement. 

1.2 An authorised Client representative may accept by signature, electronic signature or clear email confirmation. An instruction to start work also constitutes acceptance where the Client has first received the Proposal and these terms and has been told that the instruction signifies acceptance. A purchase order alone does not amend the Agreement. 

1.3 A separately signed services agreement takes precedence on legal matters; a separate data-processing agreement or NDA takes precedence for its subject matter. However, liability arising under a related NDA is governed by Section 15 unless a separately signed agreement expressly overrides that Section. The Proposal governs scope, deliverables, fees, payment milestones and schedule. These terms govern remaining matters. Any other departure must be expressly agreed in writing by both parties. Client purchasing or portal terms apply only if expressly accepted by the Consultant. 

1.4 "Services" means the services expressly agreed in the Proposal; "Fees" means the professional fees for those Services; "Client Materials" means information, data and documents supplied by or on behalf of the Client. 

2. Services and scope 

2.1 The Consultant will provide the agreed services with reasonable professional skill, care and diligence. Depending on the Proposal, services may include initial assessment or reassessment support, scorecard and questionnaire reviews, gap analysis, action plans, document development, evidence mapping, training, workshops, ongoing guidance or post-result support. 

2.2 Only work expressly included in the Proposal is covered. The Proposal determines the entities, sites, assessment periods, themes, document or page limits, languages, meetings, review rounds and support period. A project duration is a delivery window, not a commitment to full-time or unlimited availability. Review or guidance does not include drafting, implementation or unlimited revisions unless expressly agreed. 

2.3 Unless expressly included in the Proposal, services exclude implementation of recommendations, primary data collection, KPI or greenhouse-gas calculations, emissions-factor selection, technical validation, translations, certification, independent assurance, legal or tax advice, travel, platform submission and representation before EcoVadis. Post-submission questions, new assessments and post-result reviews are separate unless included. 

2.4 Additional work requires written agreement on scope, fees and timing before it starts. If new information, methodology changes or a revised assessment scope materially affect the work, the Consultant will explain the impact and propose adjustments. No additional fee is automatically payable without agreement. 

3. Independence, evidence integrity and assessment outcomes 

3.1 The Consultant acts independently and does not represent EcoVadis. Previous employment at EcoVadis creates no current affiliation, endorsement, privileged access or ability to influence its decisions. The Consultant does not disclose or use confidential or proprietary EcoVadis information. Advice is based on professional experience, information lawfully supplied by the Client and applicable publicly available guidance; it is not official EcoVadis advice. 

3.2 EcoVadis controls its methodology, document acceptance, scoring, percentile rankings, medals, badges, 360-degree Watch findings, eligibility and publication dates. These may change. The Consultant does not guarantee any score or improvement, retention of a rating, acceptance of evidence, removal of a finding, successful challenge, customer approval, contract award or other business outcome. Estimates and improvement priorities are professional opinions, not promises of results. 

3.3 Evidence must accurately reflect actual practices and relevant reporting periods. The Consultant will not fabricate, backdate or misrepresent documents, data or activities. Drafting support does not establish that a policy has been approved or a measure implemented; the Client must take and document those steps itself. 

3.4 The Client must not describe the Consultant as an EcoVadis representative or suggest that advice constitutes EcoVadis approval. Rights in EcoVadis names, platform content and other third-party materials remain with their respective owners. 

4. Client responsibilities and specialist input 

4.1 The Client will appoint a project contact, provide timely and accurate information, obtain internal approvals and make relevant personnel available. It confirms that it may lawfully share all supplied materials and authorise their use for the engagement. 

4.2 The Client remains responsible for its operations, implementation, data accuracy and compliance with applicable law and platform rules. It must review and approve final documents, answers and submission instructions. It must disclose relevant scope changes, customer requirements and deadlines promptly. 

4.3 The Consultant may rely on supplied information without independently auditing it unless verification is expressly included. Missing, inaccurate or inaccessible material may limit the review; the Consultant will flag material limitations identified during the work. Recommendations relate to the agreed scope and information available at the time, not an exhaustive legal, technical or global due-diligence investigation. 

4.4 A KPI or evidence-documentation review does not verify calculations, emissions boundaries, factors or the completeness of a carbon footprint unless specifically agreed. The Client must obtain appropriately qualified specialist input where required. Identified technical gaps will be recorded; they are not deemed resolved by improving document presentation. 

4.5 Unless expressly included, a document review does not independently authenticate certificates or establish their legal validity, accreditation status or acceptance by a third party. 

5. Platform access and submission approval 

5.1 The Client retains ownership and control of its platform accounts. Access, if needed and permitted by the platform, must use an individually authorised user account with appropriate permissions or Client-controlled screen sharing. Personal passwords must not be shared. Access will be removed when no longer required. 

5.2 The Consultant may prepare entries or submit on the Client's behalf only where included in the scope, permitted by the platform and expressly authorised. Final submission requires the Client's written approval of the completed content. Without that approval, the Consultant may pause submission and will flag any resulting deadline risk. Administrative access does not transfer responsibility for factual accuracy from the Client. 

6. Schedule, reviews and project completion 

6.1 Work starts on the agreed date after acceptance, any required initial payment, necessary access and materials, and any agreed onboarding or confidentiality arrangements. Dates are estimates unless expressly agreed as binding. Client delays or unavailable information require a reasonable schedule adjustment, subject to the Consultant's availability. 

6.2 EcoVadis subscription renewal, scorecard expiry, questionnaire submission and result publication are separate milestones. The Client is responsible for confirming its account deadlines and assessment credits. The Consultant does not control platform extensions or processing times and cannot guarantee uninterrupted rating validity or publication by a particular date. 

6.3 The Client should provide consolidated feedback within ten business days of delivery, unless another period is agreed. The Consultant will correct justified material errors or failures to meet the agreed scope without additional charge. This is distinct from new preferences, new information, extra review rounds or expanded work. The feedback period does not remove rights that cannot lawfully be restricted. 

6.4 If no material non-conformity is identified within that period, the deliverable may be treated as completed for project administration and agreed invoicing milestones, subject to the correction obligation above. No continuing monitoring or update duty applies after completion unless ongoing support is contracted. 

6.5 If the Client provides no required input for more than 20 business days, the Consultant may place the project on hold after written notice. Restart dates and any additional work must be agreed. Reserved but unused time is chargeable only where the Proposal expressly provides for it; the same time will not be charged twice. 

7. Meetings and ongoing support 

7.1 Meetings are arranged by mutual agreement. The Client may reschedule without charge on at least 24 hours' notice. A later cancellation or no-show may count against included session hours or be charged at the agreed meeting rate, but not both. The Consultant will consider exceptional circumstances reasonably. 

7.2 A meeting cancelled by the Consultant will be rescheduled without extra charge. If rescheduling is not possible, the undelivered portion will be credited or refunded. No charge applies for time lost solely because of the Consultant's technical failure. 

7.3 Email support, response times, retainers and recurring services are governed by the Proposal. No emergency, continuous or unlimited support is implied. Unused retainer hours expire only where the Proposal expressly says so. Any minimum term or automatic renewal must be expressly stated in the Proposal. 

8. Fees, expenses and payment 

8.1 Fees, currency and payment milestones are stated in the Proposal. Unless otherwise stated, fees are in euros, exclude applicable VAT or similar indirect taxes, and invoices are payable within 14 calendar days. Any agreed advance payment is due before work starts and is credited against fees, not added to them. 

8.2 Fixed fees cover the agreed scope. Hourly work is charged at an agreed rate with reasonable time records. Travel, third-party services and other expenses require prior written approval. EcoVadis subscriptions and assessment fees remain payable by the Client directly unless expressly agreed otherwise. 

8.3 Fees pay for the agreed work, not a particular rating or commercial result. An unfavourable EcoVadis outcome alone does not justify withholding payment. The Client must promptly explain any genuine invoice dispute and pay the undisputed balance on time; both parties will work to resolve the disputed amount. 

8.4 Services are delivered remotely unless agreed otherwise. Approved travel expenses are reimbursed at actual, reasonably documented cost. Travel time is chargeable only where its rate and treatment have been agreed in writing. 

9. Taxes and overdue payments 

9.1 The Client must provide correct legal, billing and tax-registration details. Taxes will be charged or accounted for as required by applicable law, including any applicable reverse-charge mechanism. Neither these terms nor an invoice replaces professional tax advice. 

9.2 The Client is responsible for ensuring that the Consultant receives the full Fees and other amounts due under the Agreement, without reduction for withholding taxes. If the Client is legally required to deduct or withhold tax from a payment, it must increase the payment by the amount necessary so that, after all required deductions or withholdings, including any applicable to the additional amount, the Consultant receives the same amount that would have been received without the deduction or withholding. This gross-up obligation applies automatically and does not require a separate provision in the Proposal. The Client must notify the Consultant before making the deduction, pay the withheld tax to the relevant authority within the legally required period and promptly provide an official withholding-tax certificate or equivalent evidence of payment. Both parties will reasonably cooperate in obtaining any available lawful exemption or treaty relief. The Consultant remains responsible for taxes assessed on her own net income or profits; this does not reduce the Client's gross-up obligation for taxes required to be withheld from payments under the Agreement. 

9.3 The Client is responsible for all bank transfer, intermediary-bank and currency-conversion charges associated with its payments, so that the Consultant receives the full invoiced amount in the agreed currency. Any legally required withholding is subject to the gross-up obligation in clause 9.2. The Consultant may correct tax treatment where legally necessary and supported by the relevant facts. 

9.4 Late-payment interest and recovery compensation may be claimed only as permitted by applicable law. If an undisputed amount remains unpaid, the Consultant may suspend work after written notice and five business days to remedy the overdue payment. The schedule will be adjusted reasonably. Payment for work not performed is not accelerated merely by suspension. 

10. Confidentiality 

10.1 Each party must protect non-public information received for the engagement, use it only for the agreed purpose and disclose it only to persons or service providers with a need to know and appropriate confidentiality obligations. The Consultant will not publish the Client's identity, logo, scorecard or case study without prior written consent. 

10.2 These duties do not cover information lawfully known beforehand, independently developed, lawfully obtained without restriction, or public without breach. Required legal disclosure is permitted to the minimum necessary extent, with advance notice where lawful. 

10.3 Confidentiality continues for five years after the engagement. Trade secrets remain protected while they retain that status. Personal data remains subject to applicable law and any data-processing agreement. A separately agreed NDA governs any conflicting confidentiality provisions, subject to the liability precedence rule in clause 1.3. 

11. Personal data, software and records 

11.1 Each party must comply with applicable data-protection law, including the GDPR where applicable. Each normally acts as an independent controller for its own business contacts, invoicing and contract administration. Actual roles depend on the processing, not merely on these labels. 

11.2 If the Consultant processes personal data on the Client's behalf, an appropriate data-processing agreement must be concluded before that processing, covering instructions, security, processors, assistance, incidents, retention and transfers. These terms do not replace that agreement. Required international-transfer safeguards must be in place before a relevant transfer occurs. 

11.3 The Client should minimise or redact personal data, especially employee, health and other sensitive information. The Consultant will apply appropriate technical and organisational safeguards. Any personal-data incident will be handled and notified in accordance with applicable law and the data-processing agreement. 

11.4 Business software and cloud tools may be used subject to confidentiality, security and data-protection obligations. Confidential Client material will not be entered into generative AI tools, and meetings will not be recorded or automatically transcribed, without prior written agreement on the intended use and any required data safeguards. Client data will not be used to train general-purpose AI models. 

11.5 At the end of the engagement, Client working materials will be returned or deleted on request, subject to legal retention duties and a limited confidential archive reasonably needed for accounting or legal claims. Unless otherwise agreed, unnecessary working copies will be deleted within 90 days of completion. Backup copies may remain until routine deletion and will not be actively reused. A data-processing agreement takes precedence for personal data. 

12. Intellectual property and permitted use 

12.1 The Client retains ownership of its source data, documents and company-specific content. It grants the Consultant permission to use them only as needed for the engagement. The Consultant retains pre-existing templates, tools, methods, general know-how and internal working notes, without retaining a right to disclose Client confidential information. 

12.2 After payment of the fees due for the relevant deliverables, the Client receives a perpetual, non-exclusive licence to use and adapt the final deliverables for its own business, implementation and current or future assessments. This includes sharing with EcoVadis, relevant customers, auditors and professional advisers where needed for the agreed business purpose. Intended company policies, reports and other public-facing documents may be published by the Client under its own name. 

12.3 Confidential review notes or internal recommendations must not be presented as independent assurance or official EcoVadis approval. The Client may not resell the Consultant's reusable templates or use them to provide consulting services to third parties without permission. Third-party intellectual property remains subject to its own licence terms. 

12.4 Before final payment, the Client may review drafts internally. If the agreed payment schedule places the final invoice after submission, the Client may use the relevant approved deliverables for that agreed submission while it is current on payments. This permission does not waive fees or transfer third-party rights. 

12.5 Permitted sharing does not create a contractual relationship or duty of care to recipients. Deliverables are prepared for the Client and the agreed purpose; third-party reliance requires the Consultant's written agreement. The Client is responsible for changes it makes after delivery, except to the extent a problem arises from the Consultant's own breach. 

13. Independent working, conflicts and lawful conduct 

13.1 The Consultant is an independent contractor. The Agreement creates no employment, partnership or general agency. Neither party may bind the other without express written authority. Any limited authority to submit a questionnaire or contact EcoVadis must be separately agreed. 

13.2 Engagements are non-exclusive. The Consultant may work for other clients while respecting confidentiality and will disclose actual conflicts that could materially affect independent performance. Substantive consulting work will not be delegated to another consultant without the Client's prior written agreement. Approved delegation does not remove the Consultant's responsibility for contracted services. 

13.3 Each party must comply with applicable anti-bribery, sanctions and other laws relevant to its own work. The Consultant may decline an unlawful or misleading instruction and must explain the issue where legally permitted. Independent specialist advice is required for legal, engineering, tax, audit or certification matters outside the agreed professional scope. 

14. Ending the engagement 

14.1 Either party may terminate for a material breach that is not corrected within ten business days after written notice describing the breach. Immediate suspension is permitted where continuation would be unlawful, require fabricated evidence or create a serious security risk; the parties will seek a lawful remedy where possible. 

14.2 Unless the Proposal states otherwise, either party may end a fixed project on ten business days' written notice, or an ongoing engagement on 30 calendar days' written notice. During notice, the parties will agree to a practical handover and avoid unnecessary new costs. 

14.3 The Client pays for work actually performed, approved expenses and reasonably approved non-cancellable commitments. For fixed-fee work, payment is a fair proportion of completed work, capped at the agreed fee plus approved extras. Reserved capacity is payable only if expressly provided for in the Proposal, reasonably substantiated and not double-counted. An advance is offset against these amounts and any excess refunded within 14 calendar days of the final reconciliation. 

14.4 Paid-for completed work will be supplied on termination; unfinished work will be labelled as such. Confidentiality, payment, use rights, liability and dispute provisions survive to the extent needed to give them effect. 

15. Liability and third-party claims 

15.1 Nothing in this Agreement limits or excludes the Consultant's liability for evidenced fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any other liability which cannot lawfully be limited or excluded. 

15.2 Subject to Section 15.1, the Consultant shall provide the Services with reasonable skill and care. The Consultant does not, however, warrant or guarantee that the Services, diagnostic report, recommendations, assessments or other deliverables will result in any particular sustainability, ESG, regulatory, certification, commercial or other outcome, including any particular score, rating, medal, classification or recognition by EcoVadis or any other third-party assessment platform, certification body, customer or other third party. 

15.3 The Consultant's analysis, findings, recommendations and guidance shall be based on the Client's existing sustainability rating results, information and documentation provided by or on behalf of the Client, together with relevant external and publicly available information reasonably available to the Consultant at the time the Services are provided. The Consultant shall not be responsible for independently verifying the completeness, accuracy or reliability of information supplied by the Client or third parties, except to the extent that such verification expressly forms part of the agreed scope of Services. 

15.4 The Services are advisory and diagnostic in nature and are intended to assist the Client in identifying potential areas for improvement in its sustainability and ESG performance and in considering practical measures to address such areas. The Consultant does not provide legal, tax, accounting, audit, certification or other regulated professional advice unless expressly agreed in writing by the parties. Any recommendations concerning applicable requirements, standards, methodologies or third-party assessment criteria are provided for informational and advisory purposes and do not constitute a guarantee of compliance, certification, acceptance or recognition by any competent authority, assessment platform, certification body, customer or other third party. 

15.5 Subject to Section 15.1, the Consultant shall not be liable, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, for: 

(a) any indirect, consequential, incidental, special, exemplary or punitive loss; 

(b) loss of profit, revenue, savings, opportunity, financing, investment, goodwill or reputation; 

(c) loss, cancellation or non-renewal of any customer, supplier, tender, contract, supplier status or market access; 

(d) business interruption or loss of data, except to the extent directly caused by the Consultant's wilful misconduct; 

(e) any EcoVadis or other third-party score, rating, medal, badge, classification, finding, non-recognition, methodology change or decision; 

(f) any failure to obtain or maintain any certification, accreditation, sustainability rating, customer recognition, tender qualification or other third-party recognition; 

(g) costs of reassessment, certification, audit, platform fees, remediation, replacement advisers, additional staffing or other costs incurred to improve or maintain any sustainability, ESG or third-party assessment result; or 

(h) any loss or cost arising from the Client's failure to implement, or incorrect implementation of, the Consultant's recommendations, or from the Client's decisions, instructions, materials or information supplied to the Consultant. 

15.6 Subject to Section 15.1, the Consultant shall not be liable for any consequences arising from: 

(a) Client Materials or information supplied by or on behalf of the Client which are incomplete, inaccurate or misleading; 

(b) decisions made by the Client or any third party based on the Services; 

(c) the implementation or non-implementation of any recommendation; 

(d) changes in applicable law, regulation, guidance, sustainability standards, assessment criteria or third-party methodology after the relevant Services have been provided; 

(e) any act, omission, decision or requirement of a customer, assessment platform, certification body, competent authority or other third party; or 

(f) matters falling outside the agreed scope of Services or any targeted review expressly agreed by the parties. 

15.7 Subject to Section 15.1, the Consultant's total aggregate liability arising out of or in connection with this Agreement, the Services, any deliverables, and any related non-disclosure agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, shall not exceed the total professional Fees paid or payable to the Consultant under this Agreement, excluding taxes and reimbursable expenses. 

15.8 The limitation in Section 15.7 shall apply to all claims arising from the same circumstances or event, whether such claims are brought individually or collectively. The parties acknowledge that the liability cap reflects the allocation of risk between them and the level of professional Fees payable for the Services. 

15.9 Sections 15.5 to 15.8 shall apply even if the relevant loss was foreseeable or the Consultant had been advised of the possibility of such loss. The Client shall take reasonable steps to mitigate any loss or damage. 

15.10 The limitations and exclusions in this Section 15 shall apply equally to Services provided on a paid, discounted, complimentary or pilot basis, unless otherwise expressly agreed in writing by the parties. 

15.11 The Client is responsible, to the extent permitted by law, for reasonable third-party claims caused by Client materials supplied without necessary rights or by the Client's unlawful use of deliverables. This does not apply to the extent caused by the Consultant's breach or negligence. The Consultant must give prompt notice, cooperate reasonably and not admit liability or agree to a settlement binding the Client without its consent. The Client may not settle a claim in a way that imposes an admission or non-monetary obligation on the Consultant without consent. Consent must not be unreasonably withheld. 

16. Events outside reasonable control 

16.1 Neither party is liable for delay caused by events beyond its reasonable control that it could not reasonably prevent or overcome. The affected party must notify the other promptly, explain the likely impact and take reasonable mitigation steps. This does not excuse payment for work already performed or failure to apply agreed security safeguards. 

16.2 If the event prevents material performance for more than 30 calendar days, either party may terminate the affected work. Fees, refunds and handover will be settled under clause 14; undelivered work is not automatically payable. 

17. Notices and general terms 

17.1 Notices must be sent to the email addresses in the Proposal or later notified in writing. A notice is treated as received on the next business day after sending unless delivery fails or the sender knows it was not received. Business days are Monday to Friday, excluding public holidays in Cyprus. 

17.2 The Agreement replaces prior discussions on the same engagement. Changes require written agreement. No waiver arises from delay in enforcing a right. If a provision is invalid, the remaining provisions continue so far as legally possible. Neither party may assign the Agreement without written consent, not unreasonably withheld. No third party obtains enforcement rights except where mandatory law provides otherwise. 

18. Governing law and disputes 

18.1 The Agreement and related non-contractual obligations are governed by the laws of the Republic of Cyprus, subject to overriding mandatory laws that apply regardless of contractual choice. The courts of the Republic of Cyprus have exclusive jurisdiction to the extent legally permitted. 

18.2 Before starting proceedings, the parties will try in good faith to resolve a dispute through written notice and discussion for 30 calendar days. This does not prevent urgent interim relief, action required to preserve a legal time limit or recovery of an undisputed overdue debt. 

18.3 These terms are prepared in English. Where a translation is supplied, the English version prevails to the extent legally permitted. These terms are incorporated through acceptance of the relevant Proposal; a separate signature on this document is not required.