This SP Conflict of Interest Policy (the “Conflicts Policy”) is intended to protect and maintain the independence and strength of SERF systems of sustainable facility certifications. Each person or entity that SERF authorizes to perform any such verifications, and any permitted contractors and employees (collectively “SP”), must act ethically at all times in the performance of SERF verification, and they acknowledge their strict adherence to the provisions of this Conflicts Policy.
1. Definition of a Conflict of Interest. SP has a potential or actual conflict of interest under this Conflicts Policy (a “Conflict”) if he or she has a Financial Interest and/or a Personal Interest in a current or prospective Client, where:
(a) “Client” means all of the following people or entities: the building to be verified under the Certification Criteria of SERF, the person or entity who requested the verification, and/or any person or entity involved in the ownership, lease, occupation, construction, design, architecture, modification and/or management of that building.
(b) SP has a “Financial Interest” if he or she has, directly or indirectly, through business, investment or family:
(i) a current or past ownership or investment interest in the Client;
(ii) a current or past compensation arrangement with the Client or with any person or entity with which the Client has a transaction or arrangement, or
(iii) a potential ownership or investment interest in, or compensation arrangement with, the Client or any entity or individual with which the Client is negotiating a transaction or arrangement.
(c) SP has a “Personal Interest” if he or she has a social, family or business relationship with the Client.
2. Reasonable Conflict Inquiry by SP. SP agrees to perform a reasonable inquiry prior to accepting each verification assignment from SERF to determine whether an actual or potential Conflict exists under this Conflicts Policy. Failure to conduct such an inquiry is a violation of this Conflicts Policy
3. Process: Decline-or-Disclose, Waiver-or-Withdrawal.
(a) Option to Decline. Provided that SP has not already accepted the assignment or commenced the verification for a Client that presents an actual or potential Conflict, SP may elect to decline the verification assignment(s) for that Client upon written notice to SERF without further disclosure obligations to SERF with respect to that Conflict.
(b) Duty to Disclose. If SP has not declined an assignment for a Client that presents an actual or potential Conflict, SP must immediately disclose to SERF in writing the nature of any actual or potential Conflict of which SP is or becomes aware at any time and all material facts relating to the Conflict. Failure to disclose an actual or potential Conflict immediately upon SP’s becoming aware of it is a violation of this Conflicts Policy.
(c) Process for Waiver or Withdrawal.
(i) Prior to Acceptance. If SP discloses an actual or potential Conflict prior to accepting a verification assignment for the applicable Client and SP honestly and reasonably believes that the Conflict would not impair SP’s judgment in performing a verification of SERF Certification for that Client, SP may submit a written request to SERF to waive the Conflict for that particular verification assignment. SERF will respond in a timely manner to any such requests.
4. Violations of this Conflicts Policy. In addition to any rights or remedies SERF may have as to SP as a result of a violation of this Conflicts Policy, such a violation will also constitute a material breach of any and all agreements between SP and SERF; and any and all such agreements will be subject to immediate termination by SERF.