Terms and Conditions for Reforest Business Portal

Welcome to Reforest Australia!

These terms and conditions (Terms) govern your account with Reforest Australia, a product allowing businesses to calculate their carbon footprint and purchase trees to remove their carbon footprint, as described on our Website at https://reforest.com.au/ (Subscription). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

By clicking the tick box below, paying for your Subscription or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and Reforest Australia Pty Ltd ABN 89 629 970 467 (‘Reforest Australia’, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 11.2. Please ensure you contact us if you want to cancel your Subscription.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

  1. THE SOLUTION
    1. YOUR SUBSCRIPTION AND THE SOLUTION
      1. (The Solution) The Solution includes, to the extent described in your Subscription Tier, the Software, the Hosted Services and the Support Services.
      2. (Scope of Subscription) Your Subscription includes the benefits and limitations set out on our Website for your Subscription Tier, or as otherwise communicated to you when you subscribe for your Subscription (as amended from time to time by notice to you).
      3. (Provide Information) As part of registering for, and your continued use of, your Subscription, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.
    2. THE SOFTWARE
      1. During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Solution Users. If your Subscription Tier on the Website does not specify a Number of Solution Users, your licence to use the Solution under this clause will be limited to one (1) use (i.e. the Number of Solution Users will be one (1)).
      2. We may from time to time in our absolute discretion release enhancements to the Software, where enhancements means any upgraded, improved, modified or new versions of the Software. Any enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
      3. We will provide the Software in accordance with all applicable laws and industry standards.
      4. All information provided in relation to your carbon footprint is an estimate only and based on the information you provide to Reforest Australia.
      5. Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of the Solution until you have paid the relevant instalment of Subscription Fees.
    3. HOSTED SERVICES
      1. We will store User Data you upload to the Software using a third party hosting service selected by us (Hosting Service), subject to the following terms:
        1. (hosting location) You acknowledge and agree that we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
        2. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.
        3. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
        4. (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
    4. SUPPORT
      1. If the Solution includes services to provide you with support where necessary to resolve technical issues with the Software (Support Services), the following terms apply unless otherwise specifically agreed in writing:
        1. We will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control.
        2. You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel to access and use the Software.
        3. You will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.
        4. The Client acknowledges and agrees that Reforest Australia may access the Client’s portal, including Confidential Information the Client may store in its portal, as reasonably required for Reforest Australia to provide the Client with Support Services or any other purpose reasonably required to provide the Client with the Solution. The Client authorises Reforest Australia to access the Client’s account in accordance with this clause and releases Reforest Australia in respect of any loss or damage which may arise from such access.
  2. ACCOUNT REGISTRATION
    1. In order to use the Solution, the Client will require an account (Account).
    2. To enable Reforest Australia to create the Client’s Account, the Client’s representative (Administrator) will be required to provide Personal Information and details to Reforest Australia, such as the Administrator’s first name and last name, the name of its organisation, email address, mobile phone number and payment and billing details.
    3. The Client warrants that any information it gives to Reforest Australia in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
    4. Once Reforest Australia grants the Client access to its Account, the Client agrees that it is solely responsible for:
      1. maintaining the confidentiality and security of its Account information and password; and
      2. any activities and those of any third party that occur through the Account, whether those activities have been authorised by the Client or not.
    5. The Client also agrees to let Reforest Australia know if it detects any unusual activity on its Account as soon as the Client becomes aware of it.
    6. Reforest Australia won’t be responsible to the Client for, and expressly disclaims any liability for, any cost, loss, damages or expenses arising out of a failure by the Client to maintain the security of its Account information or password.
  3. FEES AND PAYMENT
    1. Subscription
      1. You must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription Tier or as otherwise agreed in writing (Subscription Fees).
      2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
      3. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly basis for the duration of the Subscription Period, with the first payment being due on the first day of the Subscription Period.
      4. (Automatic Recurring Billing) Your Subscription will continue for the Subscription Period you selected when subscribing to the Solution on our Website. We will not pay any charge back amount if you fail to cancel your Subscription in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorization from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorization or change your payment method, please contact us via our Website.
      5. The terms of this section also apply to CO2 Removal Subscription as defined in Section 3.2
    2. Purchase of Trees AND CO2 ReMOVAL SUBSCRIPTION
      1. You will have the option to purchase trees in a range of reforestation projects to remove carbon emissions. The details of the reforestation projects and the price of trees and CO2 removal is in the pricing section of the Software.
      2. To purchase trees through Reforest Australia, you will be required to pay fees to us in the amounts and at the times specified in the pricing section of the Software (Tree Purchase Fees).
      3. Unless otherwise agreed in writing, the Tree Purchase Fees are due and payable in total upfront or on a monthly payment plan (CO2 Removal Subscription), with the first payment being due when you order the trees.
      4. The Subscription terms defined in Section 3.1 also apply to the CO2 Removal Subscription.
      5. Details regarding the level of reduction of CO2 emissions that can be achieved through the purchase of trees through Reforest Australia and how your purchase of trees will be handled by Reforest Australia is as described in the support or FAQ section of the Website.
    3. Other
      1. We reserve the right, from time to time, to change the Subscription Fees and/or Tree Purchase Fees. We will notify you in advance if we do this.
      2. Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
      3. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
      4. (Payment Methods) Reforest Australia may use third-party payment providers (Payment Providers) to collect Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and Reforest Australia is not liable for the security or performance of the Payment Provider. Reforest Australia reserves the right to correct, or to instruct its Payment Provider to correct, any errors or mistakes in collecting the Client’s payment.
  4. YOUR OBLIGATIONS
    1. You must, and must ensure that all Users, comply with these Terms at all times (including the EULA). You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
    2. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
      1. upload sensitive information or commercial secrets using the Software;
      2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
      3. upload any material that is owned or copyrighted by a third party;
      4. make copies of the Documentation or the Software;
      5. adapt, modify or tamper in any way with the Software;
      6. remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
      7. create derivative works from or translate the Software or Documentation;
      8. publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
      9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
      10. decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
      11. attempt to circumvent any technological protection mechanism or other security feature of the Software; or
      12. permit any use of the Solution in addition to the Number of Solution Users.
    3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
    4. (Third Party Consents) The Client is responsible for ensuring it has obtained any relevant consents or authorisations and alerted any third parties of the Client’s use of the Solution. In particular, the Client must ensure it has obtained informed consent from any third party to upload that third party’s Personal Information to the Software or share it with other third party users of the Software. If required by Reforest Australia, the Client must provide a copy of any written consents or authorisations from third parties to enable Reforest Australia to provide the Solution.
    5. The Client agrees to indemnify Reforest Australia from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of any breach of clause 4(d).
  5. USER OBLIGATIONS
    1. You agree, and you must ensure that all Users agree:
      1. to comply with each of your obligations in these Terms;
      2. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
      3. to not share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;
      4. to not use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
      5. not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;
      6. you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
      7. that we may change any features of the Solution at any time on notice to you;
      8. that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
      9. that we may cancel your account at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 5.
  6. POSTED MATERIALS
    1. WARRANTIES
      1. By providing or posting any information, materials or other content in connection with the Software (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
        1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
        2. the Posted Material is accurate and true at the time it is provided;
        3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
        4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
        5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
        6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
        7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
        8. the Posted Material does not breach or infringe any applicable laws.
    2. LICENCE
      1. You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.
      2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
      3. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.
  7. INTELLECTUAL PROPERTY AND DATA
    1. SOFTWARE CONTENT INTELLECTUAL PROPERTY
      1. (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
      2. (Licence to you) You are granted a licence to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.
    2. CLIENT DATA
      1. Our Rights and Obligations
        1. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data to the extent reasonably required to provide the Solution.
        2. We will establish, maintain, enforce and continuously improve reasonable safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data.
        3. We reserve the right to remove any Client Data, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
      2. Your Obligations and Grant of Licence to Us
        1. You are responsible for ensuring that:
          1. you share Client Data only with intended recipients; and
          2. all Client Data is appropriate and not offensive.
        2. You:
          1. warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights; and
          2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
  8. THIRD PARTY SOFTWARE, TERMS & CONDITIONS
    1. THIRD PARTY TERMS
      1. You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to your use of the Solution from time to time (including to any Additional Services).
      2. You agree to any Third Party Terms applicable to third party goods and services that are used in providing the Solution to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
      3. We will endeavour to notify you of Third Party Terms that apply to the Solution or any Services, in which case:
        1. you must immediately notify us if you do not agree to such Third Party Terms; and
        2. if we do not receive a notice in accordance with clause 8.1(c)(i), you will be taken to have accepted those Third Party Terms, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
      4. You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to meet any agreed schedules for Service delivery.
    2. THIRD PARTY SOFTWARE
      1. You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.
      2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if you integrate it with third party software, or change or augment the Software, including by making additions or changes to the Software code, and including by incorporating APIs into the Software.
      3. If you add third party software or software code to the Software, integrate the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
        1. you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Software;
        2. you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
        3. we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
        4. we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
        5. we may suspend your access to the Solution until you have changed or removed User Software Change; and/or
        6. we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.
  9. CONFIDENTIALITY AND PRIVACY
    1. Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
    2. You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
    3. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
    4. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.
  10. LIABILITY
    1. WARRANTIES AND LIMITATIONS
      1. (Warranties) We warrant that:
        1. during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
        2. the Hosted Services and Support Services will be provided by Personnel who have expertise in the provision of those services;
        3. during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
        4. to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
      2. (Errors) We will correct any errors, bugs or defects in the Software which arise during the Subscription Period and which are notified to us by you unless the errors, bugs or defects:
        1. result from the interaction of the Software with any other solution or any computer hardware, software or services not approved in writing by us;
        2. result from any misuse of the Software; or
        3. result from the use of the Software by you other than in accordance with these Terms or the Documentation.
      3. (Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
        1. the Solution will be free from errors or defects;
        2. the Solution will be accessible at all times;
        3. messages sent through the Solution will be delivered promptly, or delivered at all;
        4. information you receive or supply through the Solution will be secure or confidential; or
        5. any information provided through the Solution is accurate or true.
      4. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
      5. (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
    2. LIMITATION OF LIABILITY
      1. To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Solution or a Subscription:
        1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
        2. is limited, insofar as concerns other liability, to the total money paid to us under these Terms as at the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).
    3. INDEMNITY
      1. You indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:
        1. any breach of these Terms by you, your Personnel or a User; or
        2. any act or omission of you, a User or your Personnel.
  11. UPGRADES, DOWNGRADES AND CANCELLATION OF YOUR SUBSCRIPTION
    1. UPGRADE AND DOWNGRADES
      1. You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
        1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
        2. upon providing such access, apply the new, relevant Subscription Fees, in the monthly billing cycle immediately following the month in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in that subsequent month (subject to clause 11.1(b))
      2. For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don’t pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.
      3. These Terms will be taken to be amended in accordance with any changes agreed in accordance with clause 11.1(a).
      4. If you choose to downgrade your Subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including any Client Data in relation to a downgrade in your Subscription.
    2. CANCELLATIONS
      1. You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
      2. Your licence to the Solution under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Software. Once the then current billing cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
      3. Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription by notice to us.
  12. DISPUTES AND TERMINATION
    1. DISPUTE RESOLUTION
      1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
      2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
      3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
    2. TERMINATION BY US
      1. We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you if:
        1. you, a member of your Personnel, or a User, are in breach of any term of these Terms or any part of a Subscription; or
        2. you become subject to any form of insolvency or bankruptcy administration.
      2. Upon termination of these Terms by us, the Subscription Fees already paid will be non-refundable, and you must promptly pay:
        1. the remainder of the Subscription Fees applicable for the Subscription Period as if the agreement had not been terminated;
        2. our expenses to date; and
        3. any payments required by our suppliers to discontinue their work.
    3. TERMINATION BY CLIENT
      1. You may terminate these Terms if:
        1. we have committed a material breach of these Terms or a Subscription and have failed to remedy the breach within 30 days’ written notice by you; or
        2. we become subject to any form of insolvency or bankruptcy administration.
      2. If you validly terminate in accordance with this clause, no further fees will be payable by you (unless later found that such termination was invalid).
  13. NOTICES
    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
      2. when replied to by the other party, whichever is earlier.
  14. FORCE MAJEURE
    1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
    2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify the Customer of:
      1. reasonable details of the Force Majeure Event; and
      2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
    3. Subject to compliance with clause 14(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strikes or other industrial action outside of the control of us; or
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
  15. GENERAL
    1. GOVERNING LAW AND JURISDICTION
      1. This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
    2. WAIVER
      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
    3. SEVERANCE
      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
    4. JOINT AND SEVERAL LIABILITY
      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
    5. ASSIGNMENT
      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
    6. ENTIRE AGREEMENT
      1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
    7. INTERPRETATION
      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (currency) a reference to $; or “dollar” is to Australian currency;
      3. (gender) words indicating a gender includes the corresponding words of any other gender;
      4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
      9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

TermDefinition
Client Datameans any documents or materials supplied by you to us under or in connection with these Terms or a Subscription, including any Intellectual Property Rights attaching to those materials.
Confidential Informationmeans information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentationmeans all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
Hosted Serviceshas the meaning given in clause 1.3.
Intellectual Property Rightsmeans any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Number of Solution Usersmeans the number of Users that you may make the Solution available to, in accordance with your Subscription.
Personnelmeans, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Softwaremeans the software as described on our Website, and which is licenced to you in accordance with clauses 1.2 and 7.1(b).
Software Contentmeans all materials owned or licensed by us in connection with the Software and any Intellectual Property Rights attaching to those materials.
Solutionincludes the Software, Hosted Services, and Support Services (and any other services to be provided to you under these Terms).
Subscriptionhas meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.1(b) and on the Website.
Subscription Feeshas the meaning set out in clause 3.1 of these Terms.
Subscription Periodmeans the period of your Subscription to the Solution as agreed on the Website.
Subscription Tierhas the meaning given in the first paragraph of these Terms.
Support Serviceshas the meaning given in clause 1.4.
Usermeans end users of the Solution, on your website or any other platform, and any other third party granted access to the Software by you.
User Datameans files, data, materials or any other information, which is uploaded to the Software by you or a User, including any Intellectual Property Rights attaching to those materials.
Websitemeans the website at the URL set out in the first paragraph of these Terms, and any other site operated by us in connection with the Solution.

Schedule 1 End User Licence Agreement

KEY TERMS

TermMeaning
End Usermeans you, or any person to whom the Licensee provides the Platform and this EULA.
Head Agreementmeans the agreement between Reforest Australia and the Licensee in relation to the Platform.
Platformmeans the cloud-based platform used to connect, track and manage an individual’s carbon footprint, as further described on our Website.
WebsiteMeans the website at https://www.reforest.com.au and any other site operated by us in connection with the Platform.
Licenseemeans the entity which has entered into the Head Agreement with Reforest Australia in relation to the Software for the purpose of sublicensing the Software to the End User.
Reforest Australiameans Reforest Australia Pty Ltd ABN 89 629 970 467.
  1. APPLICABILITY AND DEEMED ACCEPTANCE
    1. This EULA applies to any End Users of the Platform. You agree to, and will be deemed to have accepted, this EULA when you access the Platform.
    2. By accessing the Platform, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Platform provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Platform.
    3. This EULA commences on the date the Platform are provided to you and will end when written notice is provided to you.
  2. ACCOUNTS
    1. You may be required to sign up for an account on the Platform (Account) in order to gain access to the features of the Platform (Purpose).
    2. When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
    3. You agree that you’re solely responsible for:
      1. maintaining the confidentiality and security of your Account information and your password; and
      2. any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
    4. You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
    5. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
  3. USE OF PLATFORM
    1. GRANT OF LICENCE
      1. You are granted a revocable, worldwide, royalty-free licence to use the Platform for the Purpose.
      2. You must only use the Licenced Materials:
        1. in accordance with the limitations of the Purpose;
        2. in a manner that is consistent and compliant with clause 3.2; and
        3. in compliance with any other restrictions notified to you in writing by the Licensee or Reforest Australia from time to time.
    2. RESTRICTIONS ON LICENCE Except in accordance with clause 3.1(b), you must not, without prior written approval from the Licensee or Reforest Australia in their absolute discretion:
      1. make copies of the documentation or the Platform;
      2. provide the Platform to any third party;
      3. adapt, modify or tamper in any way with the Platform, other than within the approved scope of use of the Platform;
      4. remove or alter any copyright, trade mark or other notice on or forming part of the Platform or documentation;
      5. create derivative works from or translate the Platform or documentation, other than for your own personal use only;
      6. publish or otherwise communicate the Platform or documentation to the public, including by making it available online or sharing it with third parties;
      7. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or documentation to any third party;
      8. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
      9. attempt to circumvent any technological protection mechanism or other security feature of the Platform.
    3. LIMITATIONS OF PLATFORM Reforest Australia does not guarantee, and make no warranties, to the extent permitted by law, that:
      1. the Platform will be free from errors or defects;
      2. the Platform will be accessible or available at all times; or
      3. any information provided through the Platform is accurate or true.
  4. DISCLAIMERS
    1. Reforest Australia does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform.
    2. You must take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
    3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
    4. You indemnify Reforest Australia and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Platform or breach of this EULA (or both, as the case may be).
    5. You acknowledge and agree that Reforest Australia will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Platform and indemnify Reforest Australia for any such damage, loss or expense.
    6. All express or implied representations and warranties given by Reforest Australia or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
      1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
      2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
    7. To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will Reforest Australia or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this EULA or their subject matter.
  5. TERMINATION
    1. AUTOMATIC TERMINATION This agreement will be automatically terminated, and your licence to the Platform will be immediately revoked, if the Head Agreement expires or is terminated.
    2. TERMINATION BY REFOREST AUSTRALIA OR LICENSEE Reforest Australia or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
      1. you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
      2. you commit, or Reforest Australia or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.
    3. EFFECT OF EXPIRY OR TERMINATION
      1. In the event of expiry or termination of this EULA, you must:
        1. immediately cease using the Platform; and
        2. remove the Platform from all materials in your care, custody or control that feature the Platform, and, if the Platform cannot be removed, then at Reforest Australia’s option, return or destroy all such material.
      2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
    4. YOUR DATA ON TERMINATION You are solely responsible for removing any information you store in the Licensed Material prior to termination of this agreement. Reforest Australia will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.
  6. GENERAL
    1. GOVERNING LAW AND JURISDICTION This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
    2. WAIVER No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
    3. FURTHER ACTS AND DOCUMENTS Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
    4. ASSIGNMENT You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without Reforest Australia’s prior consent.
    5. ENTIRE AGREEMENT This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

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