Terms of service

Natural Capital Suite Terms of Service

1.Introduction and acceptance

The website located at https://naturalcapitalsuite.au and the Natural Capital Suite applications are operated by Truii Pty Ltd, ACN 164 466 700 ("Truii", "us" and "we").

These terms of service govern your use of the Website and the Services. By using the Website or the Services, you agree to these terms in full. If you disagree with these terms or any part of them, you must not use the Website or the Services.

If you accept these terms on behalf of an organisation, you warrant that you have authority to bind that organisation, and "you" and "your" includes that organisation and its Authorised Users.

The Website uses cookies. By using the Website and agreeing to these terms, you consent to our use of cookies in accordance with our Privacy Policy.

2.Definitions

In these terms:

"App" means an application forming part of the Natural Capital Suite.

“Authority” includes any federal, state or local government, statutory or other authority, body or regulator.

"Authorised User" means an individual authorised by your organisation to access the Services under your account.

“Claim” includes any claim for damages, losses, fines, penalties, costs, legal costs and expense of whatever nature and howsoever arising.

“Connection Fee” means the fee payable by a Project Developer upon receiving a commitment from a Funder to Financial Assistance which is calculated by reference to a percentage fee of the funding sought by the Project Developer as nominated in its Listing. Truii will calculate the Connection Fee at the time of the listing.

“Copyright” means any and all rights of copyright whether created now or in the future with respect to the Website, Services and the Software

“Environmental Credit” means any type of measurable, market-based instrument used to fund the protection or repair of the environment and includes any one or more of the following:

(a)Australian Carbon Credit Units

(b)Biodiversity Credits

(c)Species credits

“Environmental Outcomes” means the predicated environmental benefits of a proposed project including:

(a)Estimated carbon outcomes;

(b)Estimated biodiversity outcomes;

(c)Estimated water quality outcomes; and/or

(d)Estimated social outcomes.

“Financial Assistance” means the provision of money or money’s worth and includes any one or more of the following:

(a)Payment of the costs of a Proposed Project (whether or not the Proposed Project results in the Project Developer or any other person being issued with an Environmental Credit);

(b)Purchase of an Environmental Credit;

(c)Providing money for a Total Fund Deposit under the NSW Biodiversity Offsets Scheme or any like bond or deposit under any other similar scheme;

(d)Provision of a grant to the Project Developer; and/or

(e)A gift or donation of money.

“Force Majeure” means an act of God, strikes, fire, riot, war (whether declared or not), embargoes, sonic boom, export control, international restrictions, any order of any international authority, any court order, any requirements of any authority or any failure of the provider of utilities or satellite or network services to us, or of the world wide web or the internet generally, or any other event or circumstance of any sort whatsoever which is not reasonably within our control.

“Funder” means a person who provides Financial Assistance to a Project Developer to assist a Project Developer to bring a Proposed Project to completion.

“Funder Related Party” includes any user of the Natural Capital Market who is an employee, officer, consultant, agent, partner, joint venturer, majority shareholder, trustee or contractor of a Funder.

“Intellectual Property” means the Copyright and all other present and future Intellectual Property Rights in the Website, the written material in the Website, the Services and the Software and the Trademarks.

“Intellectual Property Rights” patents, rights to inventions, copyright, moral rights, trademarks, business names and domain names, rights in get up, goodwill rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information including know-how and trade secrets and all other intellectual property rights.

“Listing” means the listing on the Natural Capital Market of a Website and/or a Proposed Project

“Marks” includes trademarks, logos or other services.

"Natural Capital Suite" means the suite of software applications and related services made available by Truii under that name.

“Outputs” means the outputs of the Services, including modelled quantities, estimates, scores, projections and reports.

“Project Developer” means the party listing a Site on the Natural Capital Market.

“Proposed Project” means an environmental project on the Site which may include a project out of which a party could be granted an Environmental Credit.

"Services" means the Natural Capital Suite, including the Apps, any Subscription, Tree Tokens and any related services we provide.

“Site” means land on which a Proposed Project is intended to be located or could be located.

“Software” means application software developed by or for Truii and used in or in conjunction with the Website and the provisions of the Services including without limitation presently available and future upgrades, modifications and enhancements and the documentation associated the software whether incorporated in humanly intelligible media or not.

"Subscription" means a prepaid right to access one or more Apps for the Subscription Term, purchased in accordance with clause 6.

"Subscription Term" means the period of 12 months from the commencement date of a Subscription, or such other period as we agree with you in writing.

"Token Account" means the account within the Natural Capital Suite in which your organisation's Tree Tokens are recorded.

"Token Activity" means the purchase of Tree Tokens or the redemption of one or more Tree Tokens from your Token Account.

"Token Purchase" means a single transaction in which Tree Tokens are purchased and credited to your Token Account.

“Trademarks” means all current and future trademarks of Truii.

"Tree Token" means a prepaid service credit issued by Truii that may be redeemed solely for access to and use of services within the Natural Capital Suite.

"Website" means the website located at https://naturalcapitalsuite.au.

“Your Data” means information, files, and folders that you submit to Truii.

A reference to an organisation includes a partnership, joint venture, government agency, government owned or statutory corporation, association, corporation, trust or other body corporate;

3.Licence to use the Website

Unless otherwise stated, we own the Intellectual Property. During the Subscription Term, you are granted a non-exclusive, non-transferrable licence to use the Intellectual Property subject to these Terms. Subject to these Terms all rights in our Intellectual Property are reserved.

You must not:

(a)republish material from the Website (including republication on another website);

(b)sell, rent or sub-license material from the Website;

(c)reproduce, duplicate, copy or otherwise exploit material on the Website for a commercial purpose;

(d)edit or otherwise modify any material on the Website; or

(e)redistribute material from the Website, except for content specifically and expressly made available for redistribution (such as our newsletter).

All Marks displayed on the Website or in the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party which owns the Marks.

4.Unacceptable use

4.1Illegal use

(a)You must not use the Website or the Services in any way that causes, or may cause, damage to the Website or the Services or impairment of their availability or accessibility; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

(b)You must not use the Website or the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

4.2Data mining and prospecting

(a)You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Website or the Services without our express written consent.

(b)You must not use the Services to conduct systematic assessment, analysis or screening of land or properties that you do not own, occupy or manage, except with the prior consent of the landholder or occupier, under other lawful authority (including a statutory function), or with our express written consent. Without limiting this, you must not use the Services or their outputs to compile any register, database or list of properties, landholders or natural capital opportunities relating to land over which you hold no such consent or authority.

(c)You warrant that, in respect of any land that is the subject of your use of the Services, you hold all rights, consents and lawful authority necessary for that use, including for any data you input about that land.

4.3Marketing

You must not use the Website or the Services to transmit or send unsolicited commercial communications, or for any purposes related to marketing without our express written consent.

5.Accounts and access

(a)Access to certain areas of the Website and to the Services is restricted. We reserve the right to restrict access to other areas of the Website or the Services at our discretion, subject to your rights under a current Subscription.

(b)If you generate a user ID and password, you must ensure that the password is kept confidential. You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.

(c)You are responsible for the acts and omissions of your Authorised Users and for any activity arising out of any failure to keep passwords confidential and may be held liable for any losses arising out of such a failure.

(d)You must not use any other person's user ID and password to access the Website or the Services.

(e)We may disable a user ID and password where we reasonably consider it necessary for security reasons, or as part of a suspension under clause 11 or a termination under clause 12. Where disabling access amounts to termination of your access to paid Services, clause 12.5 (Refunds on termination by us) applies.

6.Subscriptions

6.1Term and commencement

Subscriptions to Apps are prepaid and run for the Subscription Term, commencing on the date of purchase unless we agree a different commencement date with you in writing. Subscriptions may be paid for in money or, where offered, by redemption of Tree Tokens.

6.2What a Subscription provides

A Subscription grants your organisation a non-exclusive, non-transferable right for its Authorised Users to access and use the subscribed App(s) for your organisation's internal business purposes during the Subscription Term, subject to these terms.

6.3Tiers and features

The features, usage limits and tier applicable to your Subscription are those described on the Website or in the applicable App at the time of purchase, or as otherwise agreed with you in writing.

6.4Renewal

(a)By default, Subscriptions do not renew automatically. A Subscription ends at the expiry of the Subscription Term unless renewed by a new purchase on or before expiry, or under an auto-renewal election in clause 6.4(b). The current expiry date of your Subscription is displayed within the Natural Capital Suite at all times.

(b)You may elect within the Natural Capital Suite to auto-renew a Subscription. You may cancel an auto-renewal election at any time before the renewal date, with effect for that and subsequent renewals.

(c)Where auto-renewal is enabled, on the renewal date we will renew the Subscription for a further Subscription Term by deducting from your Token Account the number of Tree Tokens equal to the redemption rate for that Subscription displayed within the Natural Capital Suite. The applicable redemption rate, the renewal date and your Token Account balance are displayed within the Natural Capital Suite at all times.

(d)If your Token Account holds insufficient Tree Tokens on the renewal date, the Subscription does not renew and ends at the expiry of the Subscription Term under clause 6.5. We may bring an insufficient balance to your attention before the renewal date, but the authoritative record of your renewal status, renewal cost and Token Account balance is at all times the display within the Natural Capital Suite. It is your responsibility to ensure there is sufficient balance in your Token Account to renew any Subscription.

6.5Effect of expiry

On expiry of a Subscription without renewal, access to the subscribed App(s) ceases. Expiry or termination of a Subscription does not of itself cancel Tree Tokens, which remain in your Token Account subject to clause 8, including expiry under clause 8.5. Tree Tokens cannot be redeemed while no current Subscription is held, but redemption resumes if a new Subscription is purchased before the Tree Tokens expire.

6.6Changes to the Services

We may improve, update or modify the Services from time to time. During a current Subscription Term we will not materially reduce the core functionality of a subscribed App. If we discontinue an App to which you hold a current Subscription, the discontinuation is treated as a termination by us under clause 12.2 and clause 12.5 applies.

7.Pricing, fees and payment

(a)The pricing details applicable to your purchase are those displayed when you select your product, or as otherwise agreed with you in writing. The pricing structure varies by product, and we may update or amend pricing from time to time. The terms of the pricing form part of these terms.

(b)Unless expressly stated otherwise, prices are exclusive of GST and any other applicable taxes, which are payable in addition. You are responsible for all other external fees and taxes associated with your use of the Services wherever levied.

(c)Payments are processed by our third party payment processor. We do not store full payment card details.

(d)Some products and services are purchased or paid for using Tree Tokens, which are prepaid service credits governed by clause 8. Where a product or service is priced in Tree Tokens, the redemption rates displayed within the applicable App at the time of redemption form part of the pricing terms.

(e)Refunds relating to Tree Tokens and Subscriptions are governed exclusively by clauses 8, 12, our Tree Token Refund Policy.

(f)To continue accessing the Services, you need to make timely payments based on the pricing of the product. If we do not receive timely payments, we may suspend access under clause 11 until payment is made.

8.Tree Tokens

8.1Nature of Tree Tokens

(a)Tree Tokens are prepaid service credits only. They are not money, legal tender, a deposit, a stored value facility, a financial product or an investment of any kind.

(b)Tree Tokens have no monetary value outside the Natural Capital Suite and cannot be redeemed, exchanged or cashed out for money or any other consideration, except as expressly provided in clause 12.5, or as required by law.

(c)Tree Tokens are non-transferable. They cannot be transferred, assigned, sold or gifted to any other person, organisation or account, whether within or outside the Natural Capital Suite.

(d)Tree Tokens do not accrue interest.

8.2Purchasing Tree Tokens

(a)Tree Tokens may be purchased at any time through the Natural Capital Suite.

(b)The price of Tree Tokens is as displayed at the time of purchase. We may vary Tree Token pricing from time to time, including by offering promotional pricing. A change in Tree Token pricing after your purchase does not entitle you to any refund, credit or adjustment in respect of Tree Tokens already purchased.

(c)Tree Tokens credited to your Token Account are fungible and are not tracked against the transaction or price at which they were purchased.

8.3Redeeming Tree Tokens

(a)Tree Tokens may be redeemed only for services within the Natural Capital Suite, at the redemption rates displayed within the applicable App at the time of redemption.

(b)Redemption of Tree Tokens is subject to your organisation holding a current Subscription to the applicable App.

8.4No other refunds or payouts

(a)Except as provided in clause 12.5, or as required by law, Tree Tokens are non-refundable, and we do not pay out, buy back or otherwise redeem for money any Tree Tokens held in a Token Account.

(b)Without limiting clause 8.4(a), no refund, payout or credit is available for Tree Tokens that remain unused at the end of a Subscription Term, on non-renewal or termination of a Subscription, or on closure of your account, except as required by law.

8.5Expiry of Tree Tokens

(a)All Tree Tokens in your Token Account expire 24 months after the date of the most recent Token Activity on that account.

(b)Each new instance of Token Activity resets the expiry date for all Tree Tokens then held in your Token Account to 24 months from the date of that activity.

(c)The current expiry date applicable to your Token Account is displayed within the Natural Capital Suite at all times.

(d)Expired Tree Tokens are forfeited and are not refundable, redeemable or capable of reinstatement, except as required by law.

9.User content

(a)By using the Services you provide us with Your Data. You retain full ownership of Your Data. We do not claim any ownership to Your Data. Other than as provided in these terms you do not grant us any rights to Your Data or your Intellectual Property Rights. You grant Truii a non-exclusive licence to use any Intellectual Property Rights contained within Your Data to provide the Services. You give us the permissions we need in relation to Your Data to do those things solely to provide the Services. This licence and permission also extends to trusted third parties we work with to provide the Services.

(b)How we collect and use your information generally is also explained in our Privacy Policy.

(c)You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services.

(d)We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

(e)The Services may provide features that allow you to share Your Data with others or to make it public. Please consider carefully what you choose to share or make public. Truii has no responsibility for that activity including any unauthorised use of Your Data by a third party.

(f)Files and other content in the Services may be protected by Intellectual Property Rights of others. You will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services.

(g)Your content must not be illegal or unlawful, must not infringe any third party's legal rights or Intellectual Property Rights and must not be capable of giving rise to a Claim whether against you or us or a third party (in each case under any applicable law).

(h)You must not submit any content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to the Website or the Services, or stored on our servers.

10.Data retention and export

(a)We will retain your information for as long as your account is active or as needed to provide you the Services. If you wish to close your account, or to request that we no longer use your information to provide you the Services, you may request account closure and deletion by contacting us, and we will action your request within a reasonable time. We may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your information quickly upon request or otherwise in accordance with our Privacy Policy. Please note, however, that there might be latency in deleting information from our servers and backed-up versions might exist after deletion. In addition, we do not delete from our servers files that you have in common with other users.

(b)For 30 days following expiry or termination of a Subscription (other than termination under clause 12.5(d), you may request an export of Your Data in a standard machine-readable format, and we will provide it within a reasonable time.

11.Suspension

We may suspend your access to some or all of the Services where:

(a)payment due to us is overdue;

(b)we reasonably consider suspension necessary to protect the security or integrity of the Services or the data of any user;

(c)we reasonably suspect unlawful or fraudulent use;

(d)you are in breach of these terms and suspension is a proportionate response while the breach is addressed; or

(e)we are unable to temporarily provide the Services due to a Force Majeure.

We will restore access promptly once the ground for suspension is resolved. Suspension does not extend a Subscription Term and does not of itself terminate these terms. This clause does not limit our termination rights under clause 12.

12.Termination

12.1No mid-term cancellation by you

(a)Subscriptions are prepaid for the full Subscription Term and there is no right to cancel a Subscription part-way through its term.

(b)You may choose not to renew a Subscription, or cancel an auto-renewal election under clause 6.4(b), in which case the Subscription runs to the end of its current Subscription Term and then ends under clause 6.5.

(c)You may stop using the Services at any time, or request closure of your account under clause 10, but doing so does not end the Subscription Term early, and no refund is available for the unused part of a Subscription Term or for Tree Tokens remaining in your Token Account, except as required by law.

(d)Tree Tokens remain subject to clause 8, including expiry under clause 8.5. This clause does not affect clause 12.5, including on a major failure of the Services.

12.2Termination by us other than for breach

We may terminate these terms or any Subscription other than for breach:

(a)by giving you at least 30 days' written notice; or

(b)with immediate effect, where we reasonably consider that your continued access poses a risk to the Services, other users, third parties or Truii that cannot adequately be managed by suspension under clause 11. Clause 12.5 applies in either case.

12.3Termination by us for breach

We may terminate these terms or any Subscription:

(a)if you materially breach these terms and, where the breach is capable of remedy, fail to remedy it within 14 days of written notice; or

(b)immediately, where the breach involves suspected fraud, unlawful activity, misuse of the payment system, or a serious threat to the security or integrity of the Services or other users. Clause 12.5 applies.

12.4Enforcement

Without prejudice to our other rights under these terms, if you breach these terms and conditions we may take such action as we reasonably consider appropriate to deal with the breach, including suspension under clause 11, termination under clause 12.3, blocking access, and/or bringing court proceedings against you.

12.5Refunds on termination by us

(a)In this clause, "Average Token Price" means the total amount paid for all Tree Tokens ever credited to your Token Account, divided by the total number of Tree Tokens ever credited to that account.

(b)If we terminate under clause 12.2 (or an App discontinuation is treated as such under clause 6.6), we will refund:

(i)the Tree Tokens remaining in your Token Account at the Average Token Price; and

(ii)a pro-rata portion of any Subscription fees paid, for the unexpired part of the then-current Subscription Term, calculated on a daily basis;

to your organisation's nominated bank account or original payment method, within 30 days of termination.

(c)If we terminate under clause 12.3, we will refund the amounts described in clause 12.5(b), less any amounts you owe us and our reasonable costs arising from the breach.

(d)Despite clauses 12.5(b) and 12.5(c), where termination relates to suspected fraud, unlawful activity or misuse of the payment system, we may withhold any refund pending investigation, and to the extent permitted or required by law.

12.6Effect of termination

(a)On termination or expiry of these terms or a Subscription:

(i)access to the affected Services ceases;

(ii)clause 10 applies to Your Data, including the 30 day export period;

(iii)and any provisions which by their nature should survive (including clauses 8, 9, 10, 12.5, 14, 15, 16, 19, 20, 21) survive.

13.Natural Capital Market Terms of Service

13.1Nature of the services provided on the Natural Capital Market

(a)The Natural Capital Market is a digital (webapp based) marketplace developed by Truii to connect Project Developers and Funders.

(b)Truii uses:

(i)publicly available mapping and spatial data and analysis;

(ii)methodologies endorsed by Australian Authorities; and/or

(iii)its own internally developed scientific analysis and methodology;

to:

(A)estimate the Environmental Outcomes of a Proposed Project or Site; and

(B)display the information about the Environmental Outcomes on the Natural Capital Market.

(c)You acknowledge that Truii does not:

(i)Value or provide an opinion, expert or otherwise of the value of, a Project or a Site;

(ii)Predict the current or future value of or economic return from Environmental Credits;

(iii)Forecast the number of Environmental Credits that may be created from a Proposed Project;

(iv)Recommend a Site or Proposed Project.

(d)Truii may also use publicly available information about the current or past value of Environmental Credits or Environmental Outcomes to benchmark a Site and/or a Proposed Project against other similar projects. The benchmarking information provided by Truii on the Natural Capital Market is by its nature an estimate and not a predictor of the number or value of the Environmental Credits or Environmental Outcomes.

(e)Parties must rely upon their own scientific, legal and financial due diligence and advice before making any decisions about listing or providing Financial Assistance to or regarding a Site and/or a Proposed Project.

13.2Introduction

(a)If a person using the Natural Capital Market wishes to become a Funder in relation to a specific Site and/or Proposed Project, the Funder must submit an Enquiry Form to Truii.

(b)Truii will provide the Enquiry Form to the Project Developer.

(c)The Project Developer may at its sole discretion engage with the potential Funder.

13.3Project delivery

(a)The Funder and the Project Developer hereby acknowledge that Truii’s role is to connect the parties.

(b)Truii does not:

(i)Recommend a Site or a Proposed Project;

(ii)Recommend a party as either a Project Developer or Funder;

(iii)Provide advice (including financial, investment, legal, environment or scientific advice) regarding a Proposed Project or the Environmental Outcomes;

(iv)Assess the suitability of a Site or Proposed Project for either a Project Developer or Funder;

(v)Negotiate transactions nor act as an intermediary on behalf of either a Project Developer or Funder;

(vi)Draft or manage transaction agreements either a Project Developer or Funder;

(vii)Act as agent for either a Project Developer or Funder;

(viii)Hold or receive project funding for either a Project Developer or Funder;

(ix)Handle settlement for either a Project Developer or Funder;

(x)Hold assets on behalf of or act as a trustee or custodian on behalf either a Project Developer or Funder;

(xi)Effect or facilitate the issue, variation, disposal, acquisition or transfer of Environmental Credits; or

(xii)Participate in project governance.

(c)The details about the Site and the Proposed Project are provided by the Project Developer. Truii does not verify the information provided.

13.4Connection Fee

(a)By listing a Site and/or a Proposed Project on Natural Capital Market, the Project Developer hereby agrees to pay the Connection Fee and GST payable on the Connection Fee.

(b)The Connection Fee is payable if Project Developer receives Financial Assistance from a Funder as a result of the Funder or a Funder Related Party being introduced directly or indirectly to the Project Developer through the a Listing on Natural Capital Market.

(c)As soon as reasonably practicable after receiving a binding commitment to Financial Assistance from a Funder or Funder Related Party the Project Developer must:

(i)Advise Truii that the Listing is to be marked “Sold”; and

(ii)Pay the Connection Fee within 30 days of receipt of a tax invoice from Truii.

(d)If a Project Developer withdraws its Listing the Project Developer warrants to Truii that it has not received Financial Assistance from any Funder or Funder Related Party arising out of the Listing in any way.

(e)If a Project Developer has a Listing and fails to disclose to Truii any Financial Assistance received by the Project Developer as result of the Listing Truii may at its discretion:

(i)Request payment of the Connection Fee; and/or

(ii)Bar the Project Developer from further use of the Natural Capital Suite.

13.5Warranties

(a)The Project Developer warrants:

(i)that it is the registered proprietor of the Site or has the written authority of the registered proprietor of the Site to list the Site on the Natural Capital Markets Webapp;

(ii)the information provided about the Site and/or the Proposed Project is true and correct to the knowledge of the Project Developer.

14.Limited warranties and modelling outputs

(a)We do not warrant the completeness or accuracy of the information published on the Website; nor do we commit to ensuring that the Website remains available or that the material on the Website is kept up to date.

(b)We will use reasonable efforts to make the Services available, but we do not guarantee that the Services will be available at all times or uninterrupted, and we may carry out scheduled and unscheduled maintenance.

(c)Outputs are estimates produced by applying documented scientific, engineering and methodologies to the data and inputs supplied to the Services, including data supplied by you and third party data sources. Outputs are inherently dependent on the quality, accuracy and completeness of those inputs and on the assumptions and limitations of the applicable methodology. Outputs are not, a guarantee, warranty, measurement or prediction of actual environmental, financial or other real-world outcomes. You must not represent any Output as a guarantee, warranty, measurement or prediction of actual environmental, financial or other real-world outcome.

(d)Outputs are not financial product advice, investment advice, legal advice, or accounting, audit or assurance services, and are not a recommendation to enter into any transaction. You are responsible for evaluating Outputs before relying on them, for how you use Outputs, and for any decision made, disclosure given or transaction entered into on the basis of Outputs. If you provide Outputs to any third party, you are responsible for the context and representations with which you provide them.

(e)To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to the Website and the Services (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

15.Limitations and exclusions of liability

(a)Nothing in these terms will:

(i)limit or exclude our or your liability for death or personal injury resulting from negligence;

(ii)limit or exclude our or your liability for fraud or fraudulent misrepresentation;

(iii)exclude, restrict or modify any right or remedy you have under the Australian Consumer Law;

(iv)limit any of our or your liabilities in any way that is not permitted under applicable law; or

(v)exclude any of our or your liabilities that may not be excluded under applicable law.

(b)The limitations and exclusions of liability set out in this clause and elsewhere in these terms:

(i)are subject to the preceding paragraph; and

(ii)govern all liabilities arising under these terms or in relation to their subject matter, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

(c)Our liability is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

(d)We will not be liable for any Claim or loss, direct or consequential, resulting from your use of the Services, any failure to provide the Services, suspension of the Services, or termination of the Services. This paragraph does not limit our refund obligations under clauses 12.5.

(e)You agree not to hold us responsible for unauthorised access, use or disclosure of Your Data or interruption of services of any kind, including from other web services that we depend on or transfer or receive data from.

(f)We will not be liable to you in respect of any loss or corruption of any data including Your Data, database or software, or in respect of incorrect Outputs from the Services or any use of or reliance on Outputs by you or any third party.

(g)We are not liable if we are unable to provide the Services due to a Force Majeure event.

(h)You acknowledge that the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption.

16.Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of:

(a)any breach by you of any provision of these terms, or any claim that you have breached any provision of these terms; or

(b)any claim by a third party arising out of that third party's use of or reliance on Outputs, or any other information or reports, that you or your Authorised Users provide or disclose to them, including in any disclosure, offer or transaction; or

(c)any action taken by any regulator or government authority arising out the use or publication by you of Outputs.

17.Variation

We may revise these terms from time to time. Revised terms apply from the date of publication on the Website, except that a variation that is materially adverse to you will not apply to a Subscription current at the date of the variation, or to Tree Tokens then held in your Token Account, until the next renewal of that Subscription.

18.Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms without notifying you or obtaining your consent, provided this does not reduce our obligations to you under a current Subscription.

19.Exclusion of third party rights

These terms are for the benefit of you and us and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms is not subject to the consent of any third party.

20.Entire agreement

Subject to the first paragraph of clause 14, these terms, together with our Privacy Policy, the Tree Token Refund Policy and the pricing terms applicable to your purchases, constitute the entire agreement between you and us in relation to your use of the Website and the Services.

21.Law and jurisdiction

These terms are governed by, and must be construed in accordance with, the laws of the State of Queensland, Australia, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Queensland, Australia and their Courts of Appeal.