Terms of Trade

Last updated: 13 April 2023

Welcome to CarbonClick! We provide a cloud-based platform (Platform) where you can purchase Carbon Credits, view insights about your Carbon footprint, and access our Carbon offset software integrations and tools (Software). When our Software is embedded by 3rd party platforms or websites, you will see the text “Powered by CarbonClick”.

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 of trade (Terms) are between us and you, the person placing an order to purchase Carbon Credits through our Software. If you are using the Software on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel 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 13 April 2023.

1. Use of the Software

1.1 You accept these Terms by placing an order to purchase Carbon Credits via the Software.

1.2 You must not use the Software and/or place an order to purchase Carbon Credits through the Software unless you are at least 16 years old, or with the consent of a parent or legal guardian.

1.3 When using the Software, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual’s privacy or any other legal rights;
(b) using the Software to defame, harass, threaten, menace or offend any person;
(c) using the Software for unlawful purposes;
(d) interfering with any user of the Software;
(e) tampering with or modifying the Software (including by transmitting viruses and using trojan horses);
(f) using the Software to send unsolicited electronic messages;
(g) using data mining, robots, screen scraping or similar data gathering and extraction tools in the Software; or
(h) facilitating or assisting a third party to do any of the above acts.

2.Accounts

2.1 You may place an order to purchase Carbon Credits from us without an account or you may choose to create an account with us which allows you to review your order history.

2.2 You must ensure that any personal information you give to us when creating an account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy.

2.3 It is your responsibility to keep your account details confidential. You are responsible for all activity on your account, including purchases made using your account details.

3. One-off Purchases

3.1 You may a place an order to purchase Carbon Credits from us as set out in the Software. If you place an order to purchase Carbon Credits on our Software, you are making an order to purchase the Carbon Credits for the price listed in the Software (including applicable charges and taxes).

3.2 We may, at our absolute discretion, accept or reject an order. If we need to reject your order, we will notify you within a reasonable time after your order is placed. Once we accept an order, a binding agreement is formed for the supply of Carbon Credits to you in accordance with these Terms.

3.3 It is your responsibility to check the details of your order, including the price and quantity of Carbon Credits you wish to purchase, before you submit your order through the Software.

3.4 When you place an order to purchase Carbon Credits and pay in the Software and your payment has been validated, we will provide you with an order confirmation email, which may include an order number, an order ID, and a description of the Carbon Credits you have placed an order to purchase.

3.5 We may cancel, at any time before supply of the Carbon Credits, an order that we have previously accepted, if for any reason we cannot supply the Carbon Credits (for example for an event beyond our reasonable control) or if the Carbon Credits ordered were subject to an error on our Software (for example in relation to description or price). We will contact you using the details you provided when you placed your order.

4. Subscriptions

4.1 We offer a subscription service, and by placing an order to purchase Carbon Credits from us, you are agreeing to purchase Carbon Credits from us on an ongoing basis. The details of your subscription (including your subscription tier and inclusions, your payment method, and your delivery period) are as set out in your account in the Software or as notified to you via email.

4.2 Each month, we will select the particular source of Carbon Credits that you will receive while your subscription is active.

4.3 Your subscription will roll over on an ongoing monthly basis from the date you signed up for the subscription (Renewal Date) unless you provide notice to us through your account or via email that you wish to cancel your subscription at least 24 hours before the next Renewal Date. You may also amend your subscription (such as changing your subscription tier) through your account or via email, at least 24 hours before the next Cut Off Date.

4.4 We may, at our absolute discretion, suspend or cancel any subscription, or refuse to fulfil any order for Carbon Credits. If we cannot fulfil an order, or need to suspend or cancel your subscription, we will promptly notify you via email.

4.5 Each time your order for Carbon Credits is confirmed in the Software following the Renewal Date and your payment has been validated, we will provide you with an order confirmation email, which may include an order number, an order ID, and a description of the Carbon Credits you have placed an order to purchase.

5. Price and Payments

5.1 For One-off Purchases: You must pay us the purchase price of the Carbon Credits you order, plus any applicable taxes, in the currency set out in the Software (the Price) in accordance with this clause. You must pay the Price upfront using one of the methods set out in the Software.

5.2 For Subscriptions: You will be charged the Price for your initial order by completing the initial transaction in the Software. Unless you suspend or cancel your subscription in accordance with these terms, you will be charged the same Price each month on the Renewal Date (the Billing Date). If at least 24 hours before the Renewal Date, you adjust your subscription to a different tier with a different fee (as set out in the Software), then the Price will be changed to the new fee for all future orders from the next Billing Date, unless you amend, suspend or cancel your subscription in accordance with these Terms.

5.3 We may need to change the Price from time to time. If we change the Price, we will provide you with 14 days’ notice of the change. After 14 days’, we will apply the new Price to your existing payment details for all future orders. If you do not agree with the new Price, you may cancel your subscription in accordance with these terms.

5.4 You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

5.5 The payment methods we offer are set out in the Software. We may offer payment through a third-party provider for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

5.6 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

5.7 When you sign up for a subscription, we may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

6. Transfer Terms

6.1 When we purchase Carbon Credits at your request, the applicable Carbon Credits will be retired and we will attribute the benefit of that offset to you.

7. Returns

7.1 Change of mind returns: We do not accept returns or provide refunds for change of mind or circumstance. You may have rights under local consumer law in addition to this clause.

8. Intellectual Property

8.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, and any content in the Software) (Our Intellectual Property) will at all times vest, or remain vested, in us.

8.2 We authorise you to use Our Intellectual Property solely for your own personal, non-commercial use, and in the manner in which it was intended to be used.

8.3 You must not use Our Intellectual Property for commercial purposes, including, for example, to advertise your own business, for re-sale, or for any other revenue generation activity.

8.4 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Software, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

8.5 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a) you do not assert that you are the owner of Our Intellectual Property;
(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
(d) you comply with all other terms of these Terms.

9. Limitations

9.1 You may have rights under local consumer laws, and nothing in this Limitations clause attempts to modify or exclude those rights.

9.2 Despite anything to the contrary, to the maximum extent permitted by law:

(a) our maximum aggregate liability arising from or in connection with the Terms (including the Carbon Credits and/or the subject matter of the Terms) will be limited to, and must not exceed, the portion of the Price paid by you to us for the Carbon Credits the subject of the relevant claim; and
(b) we will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

9.3 Despite anything to the contrary, to the maximum extent permitted by law, neither party will be liable for, and each party waives and release the other party from and against any liability caused or contributed to by, arising from or connected with any event or circumstance which is beyond its reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

9.4 You acknowledge and agree that:

(a) 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 Software is not a substitute for legal advice on your obligations under applicable laws, including (without limitation) any climate change legislation.

10. General

10.1 Contracting Out: To the maximum extent permitted by law, if you are acquiring Carbon Credits from us and you are a business in trade, we and you agree that the Consumer Guarantees Act 1993 (NZ) and sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ) do not apply to the supply of the Carbon Credits or these Terms, and it is fair and reasonable that us and you are bound by these Terms including this clause. Any implied condition or warranty (including any warranty under Part 3 of the Contract and Commercial Law Act 2017 (NZ)) is excluded.

10.2 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this clause).

10.3 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you submitted your order or in your account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.4 Feedback and complaints: We are always looking to improve our services. If you have any feedback or a complaint, please notify us on our contact details below and we will take reasonable steps to address any concerns you have.

10.5 Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.

10.6 Entire agreement: These Terms contain the entire understanding and agreement between you and us in respect of their subject matter.

10.7 Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms in the Software. Prior to placing an order, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them. For any order that has been accepted by us, the terms and conditions that apply will be the ones that were in effect (and which you agreed to) when you placed your order.

10.8 Governing law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Software may be accessed in New Zealand and overseas. We make no representation that the Software complies with the laws (including intellectual property laws) of any country outside of New Zealand. If you access the Software from outside New Zealand, you do so at your own risk and are responsible for complying with the laws in the place you access the Software.

11. Definitions

11.1 In this these Terms:

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.