Terms and conditions

1. Overview

Thank you for using ERC Australia.

Our online platform is located at ercaustralia.com.au (Platform) and is owned and operated by Australian Carbon Reduction Collective Pty Ltd ACN 658 614 058 (ERC Australia, we, us, our).
Please read these terms and conditions (Terms) carefully as they form a contract between Platform users (User, you) and us (Agreement). By using the Platform, you agree with and accept the Terms in this Agreement.

This Agreement, our Privacy Policy and all policies and guidelines published on the Platform from time to time form the entire agreement between you and us. If you do not accept any terms of the Agreement, you must cease using the Platform immediately.

We reserve the right to amend the Terms at any time, and by continuing to use the Platform, you accept the Terms as they apply from time to time.

2. Scope of Our Platform

2.1 Overview

Our Platform is an environmental, social and corporate governance reporting solution designed to assist Users in developing carbon emission reduction plans.
Through the Platform, Users can input business specific data to generate dashboards and reporting tools in order to monitor and communicate their emission reduction plans and actions with stakeholders.

2.2 Our role

We act as the developer and provider of the Platform and our role is limited to:
- facilitating your access to and use of the Platform;
- creating awareness of emission reduction projects (Projects) that Users may opt to participate in;
- taking feedback about the Platform; and
- improving and modifying the Platform.
By accessing and using the Platform, you agree and acknowledge that:
- we are not responsible for, and have no control over the use of the Platform by other Users; and
- we reserve the right, but are not obliged, to monitor, verify, modify or delete, any material or information created, generated or transmitted by Users through the Platform (collectively, User Content) and we do not control the accuracy of User Content.

3. Registration and Access to Platform

3.1 Account Registration

To obtain access to the Platform, you must register for an account with us (Account) and accept these Terms and our Privacy Policy which forms a contractual relationship between you and us.
To register a User Account, you must:
- possess the legal right and ability to enter into a legally binding agreement; and
- (provide complete and accurate information to all the items in the sign-up page of the Platform, which may include your full name, email address, phone number, credit or debit card details, and business details including ABN and ACN if relevant (Registration Information).
When registering an Account, you must nominate a username and password. You are responsible for maintaining the confidentiality and integrity of the Account, the password and for all use and activity carried out on your Account. If you believe that there has been unauthorised access to your Account, please contact us.
The information you provide us through the Platform, including but not limited to your Registration Information, must be accurate, complete and up to date. You must promptly update all information to ensure it remains up to date. We are not obliged to confirm the identity of Users but may, at our discretion, take reasonable steps to ensure details are accurate.
You acknowledge and agree that if the information that you provide to us is inaccurate or becomes out of date, you may not be able to use all or any of the features of the Platform.
We reserve the right to refuse to register any User for any reason at our sole discretion or to deny anyone access to an Account or the Platform at any time and for any reason, without notice.

3.2 Subscription

By creating an Account, you are registering for a subscription to the Platform. The types and features of the available subscription plans are displayed on the Platform during registration and are updated from time to time.
Each Subscription will automatically renew on the last day of the initial subscription period that you agreed to, calculated from the date the subscription begins until the subscription is cancelled or this Agreement is terminated in accordance with clause 14.

3.3 Use

By accessing and using the Platform as a User, you represent and warrant that:
- you are currently carrying on a business in Australia and have an Australian postal address;
- you have the legal right, authority and capacity to agree to and abide by the Terms of the Agreement; and
- if you are registering with ERC Australia or using the Platform on behalf of a company, that company is taken to have accepted the Terms and you are taken to have been duly authorised to bind the company.
By accessing and using the Platform as a User, you agree and acknowledge that:
- we are not a party to, or a participant in, any contractual relationship between Users, including in instances where Users have formed a relationship due to mutual use of the Platform;
- you are responsible for complying with any relevant legislation and regulations that may become applicable as a result of any contractual relationship you enter into with another User;
- we do not guarantee the existence, availability, suitability, legality or safety of the Platform; and
- your access to and use of the Platform is non-transferable.
By registering for an Account, you agree that we may send you text (SMS) messages, push notifications and emails as part of the normal business operation of your use of the Platform. You may opt-out of receiving these communications from us by contacting us and you acknowledge that opting out of receiving these communications may impact your use of our Platform.

4. Use of Platform

4.1 Permitted Use

You may view the Platform using a web browser or mobile device and copy or print hard copies of parts of the Platform solely for the purposes as provided for in these Terms.
Any other use, including the modification, distribution, transmission, republication, display or performance of the content on the Platform, except as provided for under these Terms, is strictly prohibited.

4.2 Your Obligations
You represent and warrant to:

use the Platform in accordance with these Terms and for lawful purposes only; and
comply with applicable laws and regulations.

4.3 Limitations
In accessing the Platform, you represent and warrant that you will not:

modify or copy the layout of the Platform or any computer software and code contained in the Platform;
commit any act or engage in any practice that:
- is harmful to our systems, reputation or goodwill; or
- interferes with or disrupts the integrity of the Platform, including but not limited to, by hacking, transmitting any viruses, spyware, malware or any other unauthorised malicious code of a destructive or disruptive nature;
create accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means;
restrict, or attempt to restrict, another User from using or enjoying the Platform;
interfere with the privacy of another person or harvest or otherwise collect information about others, including Registration Information, without their consent;
infringe any intellectual property rights or any other contractual or proprietary rights of another person;
bypass any measures used to prevent or restrict access to our Platform;
do any act, engage in any practice or omit to do any act or engage in any practice that:
- is or could reasonably be considered obscene, illegal, offensive, inappropriate, defamatory, indecent, threatening or objectionable in any way;
- would cause us to breach or to be taken to breach a law;
- would bring us into disrepute; or
- interferes with the integrity or supply of the Platform to all Users; or
encourage or facilitate violations of these Terms;
distribute or send communications that contain spam, chain letters, or pyramid schemes; and
harass, intimidate, act violently or inappropriately towards or be discriminatory against another User.

5. Australian Carbon Credit Units

Users understand that by using the Platform or creating an Account with us, the User does not acquire any Australian Carbon Credit Units (ACCUs) or any interest in ACCUs and that ERC Australia does not hold any ACCUs on behalf of Users.
We may from time to time provide information in relation to Projects that Users may choose to participate in. Projects are regulated and facilitated by the Commonwealth Government of Australia and ERC Australia’s role is limited to bringing awareness to available opportunities. By participating in a Project, Users do not acquire any real or beneficial interest in ACCUs from ERC Australia.
For the avoidance of doubt, where you choose to participate in Projects, ERC Australia will, on your behalf, undertake the relevant processes that enable your participation through the retirement of carbon credits in return for a Certificate of Sponsorship.

6. Climate Related Claims

The Platform uses non-emission measurement-based approaches to drive decarbonisation and registration on the Platform or participation in Projects does not entitle Users to claim a carbon-neutral or net zero status.
Users wishing to promote their achievement of a carbon-neutral or net zero status will be required to participate in an emission measurement based decarbonisation program such as the Climate Active program facilitated by the Australian Government.
We provide an overview of our accreditation program here. However, Users should always seek independent legal advice prior to making any statements or representations in relation to their use of the Platform or participation in Projects to ensure such statements or representations are in accordance with the Australian Consumer Law.

7. Payment Terms

7.1 Subscription Fees

We may charge monthly or annual fees to Users in consideration for us making the Platform available (Subscription Fees).
We will advise you of any applicable Subscription Fees (including any applicable GST) when you are creating your Account with us. Our Subscription Fee rates can be found here.
Subscription Fees are payable in advance and are non-refundable, except as expressly provided in these Terms.
Subscription Fees and all other fees, charges and prices are stated in Australian dollars and are exclusive of applicable taxes, unless otherwise stated. Subscription Fees may be converted to your local currency at the time of payment. We will be entitled to add on GST for any supply in Australia.
We reserve the right to change the Subscription Fees at any time and we will provide Users with reasonable notice of any fee changes before they become effective.
You are responsible for paying all fees and taxes in respect of your Account and we reserve the right to charge you such applicable taxes.

7.2 Payment method

Subscription Fees must be paid monthly or annually in advance as directed by ERC Australia from time to time and access to the Platform is conditional on timely payment of all fees by you.
Subscription Fees may also be paid to a third party, such as an industry association, where that third party has established a formal relationship with ERC Australia.
All credit card payments are subject to validation checks and authorisations by the card issuer. If the issuer of your payment card refuses to or does not for any reason authorise payment of the Subscription Fees, the payment will not be processed.
Payment of the Subscription Fees through Stripe is governed by Stripe’s terms and conditions (Stripe Terms). By using Stripe you warrant that you accept the Stripe Terms and understand that Stripe is a third-party entity and has no affiliation with ERC Australia.
If the applicable Subscription Fee is not paid to us for any reason by the due date, we may, at our discretion:
- cancel your Account; or
- temporarily suspend your access to all or some of the features of the Platform until such time as payment of the Subscription Fee is received by us in full.

7.3 Refund of fees
If you cancel your Account under clause 12 or if we cancel your Account as a result of you breaching these Terms, then any Subscription Fees paid will not be refunded and any outstanding Subscription Fees and other fees become immediately due and payable upon cancellation.

8. Certification Logos

Upon creating an Account with us, Users will be issued with an electronic membership card and QR code linked to their personalised dashboard on the Platform (Membership Card).
ERC Australia grants Users a non-exclusive, royalty-free, revokable, non-assignable and non-transferrable license to use and display the Membership Card on the User’s website and other promotional material strictly for the term of this Agreement and solely for the purposes contemplated in this Agreement.
By registering as a User you may receive access to ERC Australia’s 5 Stage Accreditation rating (Accreditation Rating). The Accreditation Rating demonstrates the User’s participation and progress in the five stages as set out in the ERC Protocol and will be automatically applied and updated as the User progresses through the five stages of the ERC Protocol.
ERC Australia grants Users a non-exclusive, royalty-free, revokable, non-assignable and non-transferrable license to use and display the Accreditation Rating strictly for the term of this Agreement and solely for the purposes contemplated in this Agreement.

9. Intellectual Property Rights

In these Terms, Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, circuit layouts, domain names, know-how and other rights of a similar nature worldwide, whether registered or not, and any applications for registration or rights to make such an application.
We own or are the licensee of all rights, title and interest (including Intellectual Property Rights) in the Platform, Membership Cards, Certification Ratings and to the material (including all text information and content, graphics, logos, type forms and software) made available to you on the Platform (collectively, Platform Content). Your use of and access to the Platform does not grant or transfer any rights, title or interest to you in relation to the Platform Content.
You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer, or sell any Platform Content or any other material in whatever form contained within the Platform unless expressly stated otherwise in these Terms.
To the extent that the Platform uses any open source or third-party code that may be incorporated into the Platform, such access to the open source code is provided subject to the terms imposed by the licensor of that open source code. You acknowledge and agree that any open source code is made available "as is", without any warranty from us.
For the avoidance of doubt, any licence granted under this Agreement to use or display any ERC Australia Platform Content will terminate upon expiry or termination of this Agreement.

10. User Content

10.1 General

We reserve the right, but are not obliged, to monitor, review, verify, edit, modify or delete material, content, data or information created, generated or transmitted by Users through the Platform (User Content) and we do not control the accuracy of User Content.
We do not claim ownership of any User Content. You grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, assignable and transferable licence to use, reproduce, modify, copy, store and share the User Content, for our business or commercial purposes.
You consent to any act or omission which would otherwise constitute an infringement of your moral rights. If a third party has moral rights in your User Content, you must ensure the third-party consents in the same manner.
The views expressed in any User Content are the views of Users and not those of us unless specified otherwise. We are not responsible for and disclaim all liability in respect of any User Content. We encourage you to report problems, offensive content or comments and malicious use of the Platform to us.

10.2 Security of content

We will take all reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the User Content from unauthorised access or use by a third party or misuse, damage or destruction by any person.
However, we do not guarantee and cannot ensure the security of User Content and we expressly exclude liability for any such loss, however caused.

10.3 Prohibited content
You must not create or generate any User Content:

unless you hold all necessary rights, licences and consents to do so;
that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
that we consider inappropriate, defamatory, offensive, abusive, indecent, illegal or disparaging;
that would bring us into disrepute; or
that infringes the rights, including intellectual property rights, of any third party.

11. Third Party Links

The Platform may contain links and other pointers to websites or applications owned and operated by third parties. We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to enquire as to the accuracy and completeness of that information prior to entering into a transaction in relation to the third-party products and services.

12. Disclaimer

To the fullest extent permitted by law, you agree and acknowledge that:

the Platform is provided “as is” and “as available” and the entire risk arising out of your use of the Platform remains solely with you;
we do not control, endorse and are not responsible for any User Content;
we retain complete control over the Platform and may alter, amend or cease the operation of the Platform in our sole discretion;
we make no warranty or representation that any result or objective can or will be achieved or attained by accessing the Platform;
we make no warranty or representation that the Platform will be continuous, uninterrupted, accurate, fault-free, virus-free, secure or accessible at all times;
we may remove any content, material and/or information, including any User Content, without giving any explanation or justification for removing the material and/or information;
you are responsible for considering the appropriateness of the Platform, its services and any Platform Content, for your intended application and use and we give no warranty, guarantee or representation that the Platform, its services or the Platform Content is suitable for or meets your requirements;
your access to the Platform and use of the Platform Content that we provide, does not in any way constitute financial advice; and
we reserve the right, but are not obliged, to monitor or become involved in any dispute between Users.

13. Exclusions and limitation of liability

To the fullest extent permitted by law, we are not liable to you or anyone else for any loss or damage you may suffer or incur in connection with:
- your access to and use of the Platform and Platform Content;
- your inability to access or use the Platform and Platform Content;
- any User Content;
- any interactions between Users or conduct of other Users;
- any User breaching or failing to comply with any applicable laws;
- unauthorised creation, access or use of your personal information, Account or your User Content;
- your participation in any Projects, even if we have been advised of the possibility of such loss.
To the fullest extent permitted by law, we exclude:
- liability for special, indirect or consequential damages, including damages for loss of data, reputation, goodwill and opportunity, loss of or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit; and
- all representations, warranties or terms (whether express or implied) other than those set out in these Terms.
Pursuant to s64A of Schedule 2 of the Australian Consumer Law, this clause 10(c) applies in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Our liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by s51 to s53 of the Australian Consumer Law) is limited at our option to:
- the re-supply of the services or products; or
- the payment of the direct cost of having the services or products resupplied.

14. Indemnity

You agree to indemnify us for all losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by us arising out of or in connection with your use of the Platform and Platform Content, any User Content, your breach of the Terms, your participation in a Project or any rights of third parties.
We reserve the right to assume exclusive control of any matter for which you are required to indemnify us, and you agree to provide assistance at your expense for the purposes of defending and managing all such claims as is reasonably requested by us.

15. Dispute Resolution

A party must not commence legal proceedings relating to this Agreement unless the party wishing to commence proceedings has complied with this clause 14. However, this clause will not apply where a party seeks urgent interlocutory relief from a court.
If a dispute arises between the parties out of or relating to this Agreement, then:
- the party alleging the dispute must notify the existence and nature of the dispute to the other party within 10 days of the dispute arising (Dispute Notice);
- upon receipt of a Dispute Notice, the parties must, within 5 days, engage in good faith negotiations and use best endeavours to resolve the dispute;
- if the dispute is not resolved as provided in paragraph (ii) within 5 days of receipt of the Dispute Notice, then either party may refer the dispute to mediation as provided in paragraph (iv) and must do so before initiating proceedings in a court to resolve the dispute;
- any dispute which is referred to mediation must be referred to the Resolution Institute and must be conducted in accordance with the Mediation Rules of the Resolution Institution or the parties may appoint a mediator by mutual agreement; and
- if the dispute is not resolved within 30 days of referral to mediation, any party is free to initiate proceedings in a court in respect of the dispute.

16. Termination

Each party has a right to terminate this Agreement at any time.
Users may terminate this Agreement by providing notice to us by email or by cancelling their membership on the Platform. Termination will be effective upon our receipt of the notice, following which, we will disable the User’s Account at the end of the month within which the notice or cancellation is received.
We may suspend your Account or your access to or use of the Platform, or any portion of the Platform and/or terminate this Agreement immediately by providing notice to you by email, if we believe that you have breached the terms of this Agreement, or for any other reason in our sole discretion, subject to clause 15(d) below. We may disable your access to your Account immediately on providing notice to you if we believe your conduct is likely to interfere with the Platform, or the rights of any third parties. Otherwise, the termination will be effective at the end of the month within which the notice is provided to you.
Users shall remain obligated to complete any outstanding payment for any Subscription Fee or other amounts under this Agreement which arose before the Agreement termination date.
We reserve the right to cease operating the Platform, or any part of the Platform, without notice and for any reason.
On expiry or termination of this Agreement or if one of the events described in clause (e) occurs:
- access to your Account will expire or cease;
- your licence to access and use the Membership Card and Certification Ratings will immediately cease;
- you will not have any access to the Platform, Platform Content, your Account or User Content; and
- we will not be liable for any costs, losses or damages arising as a result of terminating your access to the Platform.
We are not liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the Platform.

17. Privacy

We will collect, use and disclose any personal information you provide us when accessing or using the Platform in accordance with our Privacy Policy. For more information on our information collection and handling practices, please view our Privacy Policy.

18. General

18.1 Variation
We may vary, amend, or otherwise modify these Terms at any time. We will publish the new Terms on the Platform and on our website at which time they will be effective. Your continued use of the Platform following the posting of the new Terms constitutes your acceptance of the new Terms.

18.2 No Waiver
No waiver of rights under this Agreement shall constitute a subsequent waiver of this or any other right under this agreement. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

18.3 Severability
If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid and will not affect the enforceability or validity of the remaining provisions.

18.4 Governing law and jurisdiction
This Agreement is governed by the laws in force in Tasmania, Australia and the parties submit to the exclusive jurisdiction of the courts of Tasmania, Australia.

18.5 Contact us
Your feedback is important to us and our community. We welcome and encourage you to provide feedback, reviews, comments, and suggestions for improvements to the Platform (Feedback). You may submit Feedback by using the feedback function on the Platform or contacting us at [email protected].