Terms and Conditions

Last updated: 29 March 2023

Welcome to CarbonClick! We provide a cloud-based platform (Platform) where you can purchase Carbon Credits, view insights about your Carbon footprint (and that of your customers), and access our Carbon offset software integrations and tools (Software).

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean CarbonClick Limited (NZBN 9429047450356).

These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: [email protected].

These Terms were last updated on 29 March 2023.

1. Acceptance and Terms

1.1 You accept these Terms by confirming that you accept these Terms via our Platform when you register for an Account.

1.2 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).

2. Our Services

2.1 You can use our Platform to:

(a) access your dashboard to purchase Carbon Credits and view your Carbon Credit purchase history;

(b) access to our online help desk during the hours set out on our Platform (Support Services); and

(c) if you have a Subscription, access and use our Software,

(collectively, our Services).

2.2 We will use our best endeavours to make Support Services available during the times set out on our Platform.

2.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software of hardware, software development or the modification, deletion or recovery of data or any on-site services.

2.4 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

2.5 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

2.6 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

2.7 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

2.8 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk.

2.9 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate our Software into), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.7.

2.10 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

(a) you will no longer be able to access our Services (including our Platform and our Software) on and from the date of cancellation; and

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2.11 You acknowledge and agree that:

(a) we are not making any representations that we are not in any way endorsed by or affiliated with any emissions trading schemes;

(b) the purchase and sale of Carbon Credits is a commodity market, meaning that market prices fluctuate, and that we reserve the right to periodically reprice the value of our Carbon Credits in relation to the current market price;

(c) Carbon Credits from one particular Carbon offsetting project are not indefinitely available and we reserve the right at any time to substitute one Carbon offsetting project for another;

(d) any Carbon footprint value assigned to your goods or services is an estimate only and is not to be used to determine an official Carbon footprint or Carbon offset, nor to determine benefits or liabilities under any emissions trading scheme or to make claims of Carbon neutrality or similar; and

(e) use of our Services is not a substitute for legal advice on your obligations under applicable laws, for example any climate change legislation.

2.12 We will not purchase any Carbon Credits on behalf of you or your customers without first receiving payment.

2.13 When we purchase Carbon Credits following a request by you or your customers, the requested Carbon Credits will be retired and we will attribute the benefit of that offset to you or your customer (as applicable).

3. Account

3.1 You must sign up for an Account in order to access and use our Platform.

3.2 You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.

3.3 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4. Subscriptions

4.1 While you may use our Platform without a Subscription, you must choose and pay for a Subscription in order to access and use our Software. The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.

4.2 Your Subscription can be upgraded or downgraded at any time through your Account, and any changes you make will take effect from the beginning of the next Subscription Period.

4.3 You will be billed for any Subscription Fees due at the beginning of each Subscription Period. Our payment methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).

4.4 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

4.5 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for the same Subscription Period. If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends). If you are on an annual Subscription, we will provide you with a renewal reminder at least 30 days prior to your Subscription renewing.

4.6 Late Payments: If any Subscription Fees are not paid on time, we may:

(a) suspend your access to our Services (including access to our Platform and our Software); and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

4.7 Trial Periods: When you first sign up for an Account, we may offer you the option to try a Subscription out for free, for the period of time set out in our offer. At the end of this free trial, you will need to upgrade to a paid Subscription, otherwise you will lose access to the features.

4.8 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

5. Software Licence

5.1 If you have a Subscription, we will supply you with access to our Software in accordance with these Terms.

5.2 While you have a Subscription, we grant you and your Authorised Users a right to use our Software (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person, and will be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

5.3 You must not (and you must ensure that your Authorised Users do not):

(a) access or use our Software in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Software, or any other person’s access to or use of our Software;

(c) introduce any viruses or other malicious software code into our Software;

(d) use any unauthorised or modified version of our Software, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Software;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Software in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use our Software to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Availability, Disruption and Downtime

6.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

6.2 Our Services (including our Platform and our Software) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

6.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

7. Intellectual Property and Data

7.1 We own all intellectual property rights in our Services, our Platform, and our Software. This includes how our Platform and our Software looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform or our Software.

7.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

7.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform or our Software, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with our Services;

(c) improve, develop and protect our Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with our Platform or our Software; or

(f) perform our obligations under these Terms (as reasonably required).

7.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.

7.5 You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

(b) backing up Your Data.

7.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

8. Confidential Information and Personal Information

8.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

8.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at [insert link], and applicable privacy laws.

8.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

8.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9. Consumer Law Rights

9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

9.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law.

9.4 If you accept these Terms in New Zealand, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Consumer Guarantees Act 1993. However, if you are a business, we and you agree that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to these Terms or the supply of our Services, and it is fair and reasonable that we and you are bound by these Terms (including this clause).

10. Liability

10.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or connected with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);

(b) any action (or lack of action) by you or your Authorised Users;

(c) any use of our Services by a person or entity other than you or your Authorised Users; and

(d) any works, services, goods, materials or items which do not form part of our Services (as expressed in these Terms), or which have not been provided by us (for example, third party products or services).

10.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) our or your liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c) our aggregate liability to you for any Liability under any circumstances is limited to us resupplying our Services to you or, in our sole discretion, to us repaying you the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to NZ$100.

11. Termination

11.1 You may terminate these Terms at any time by closing your Account, and if you have a Subscription, this will continue until the end of the current Subscription Period (meaning you will continue to be charged Subscription Fees for this period).

11.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

(a) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(b) you or your Authorised Users breach these Terms and that breach cannot be remedied;

(c) you fail to pay your Subscription Fees when they are due; or

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

11.3 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

11.4 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

12. General

12.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

12.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a) where you accept these Terms in New Zealand, the Dispute is to be referred to mediation administered by the New Zealand Disputes Resolution Centre, who will decide the time, place and rules for mediation, and the costs of the mediation will be shared equally; or

(b) where you accept these Terms outside New Zealand, the Dispute is to be referred to arbitration in accordance with the New Zealand Arbitration Act 1996. There shall be one arbitrator selected by mutual agreement within ten (10) days after the date the Dispute is referred, and failing such mutual agreement, we must ask the New Zealand Law Society to appoint an arbitrator. The seat of arbitration shall be Auckland, New Zealand. The determination of the arbitrator will be final and binding.

12.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

12.4 Governing law: These Terms are governed by the laws of New Zealand, and any matter relating to these Terms is to be determined exclusively by the courts in New Zealand and any courts entitled to hear appeals from those courts.

12.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

12.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

12.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

12.8 Notices: Any notice you send to us must be sent to [email protected]. Any notice we send to you will be sent to the email address registered against your Account.

12.9 Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material.

12.10 Survival: Clauses 7 to 11 will survive the termination or expiry of these Terms

13.Definitions

13.1 In this these Terms:

Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

Carbon means greenhouse gases with global warming potential identified under the Kyoto Protocol, including but not limited to carbon dioxide (CO₂), methane (CH₄), nitrous oxide (N₂O), hydrofluorocarbons (HFCs), sulphur hexafluoride (SF₆) perfluorocarbons (PFCs), or any other gases that can be measured in “carbon dioxide equivalent” based on their global warming potential.

Carbon Credit means a verified unit generated from a certified Carbon offsetting registry project or emissions trading scheme, representing one tonne of Carbon sequestered or otherwise not emitted into the atmosphere.

Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:

(a) any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of a party at the time they entered into these Terms as the probable results of the relevant breach, act or omission; and/or

(b) without limiting subclause (a), any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data.

However, your obligation to pay us any Subscription Fees will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform where you can access our Software, available at https://app.carbon.click.

Services means the services we provide to you, as detailed in clause 2.1.

Software means the software we make available for use through our Platform (subject to your payment of the Subscription Fee), including but not limited to application programming interfaces (APIs), eCommerce integrations, embedded content and SaaS solutions.

Subscription means the subscription plan you have chosen through our Platform, which you use to access our Software.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.