Web Site Terms and Conditions

Information disclaimer

All Information available ("Content") on this website ("the Site") or through any websites that are linked to the Site by hypertext links ('Linked sites') are made available by Carbon Conscious Limited ABN [20 129 035 221] ("Company") for, educational purposes only. The Company has prepared the Content with every effort to ensure its accuracy. However, as the Content is for general use, it is not advice with respect to individual circumstances, and users of the Site ('Users') are encouraged to seek their own independent financial and legal advice in relation to their particular circumstances.

No representation

To the fullest extent permitted by law the Company does not make any express or implied warranties, representations or endorsements whatsoever in relation to the Content or any information, products or services provided through 'Linked Sites'. 

Copyright and Trademarks

Unless otherwise specified the Company has and retains copyright in the Content and in the selection, arrangement and presentation of the Content and the arrangement, presentation and design of the Site. Reproduction is permitted only in accordance with the Copyright Act 1988. No part of the Content may otherwise be used, copied, reproduced, shared in a retrieval system, altered or transmitted in any form without the prior written consent of the Company. Infringement of any trademarks and other materials is prohibited to the fullest extent permitted by law.

Viruses, errors, defects, security and interruptions

Users should be aware that access to the Site and Linked Sites is affected by matters beyond the Company's control. The Company makes no representation that the files contained on the Site, Linked Sites or the servers on which the Site or Linked Sites are hosted are unaffected by viruses, errors, defects or will be accessible to Users on a continuous or uninterrupted basis.
The Company makes no representation that any viruses, errors or defects found to exist on the Site, Linked Sites or the servers on which they are hosted will be corrected. Users access the Site and Linked Sites at their own risk.

Privacy policy

The Company is committed to protecting your privacy . The Company aims to maintain a safe and secure system of handling your personal information. For this reason, the Company will handle your personal information in compliance with the National Privacy Principles pursuant to the Privacy Amendment (Private Sector) Act 2000 and the Privacy Act 1998. The Company only collects personal information in the course of its business. The Company will use personal information only for the reasons it is collected. The Company will use its best endeavors to protect personal information from misuse, loss, unauthorised access, modification or disclosure. However, the Company makes no representation that personal or confidential information provided by Users via the Site is secure. Users acknowledge that personal or confidential information submitted to the Site is transmitted on the basis that confidentiality may be lost. Your personal information will be destroyed when it is no longer required for the purpose it was collected. Your personal information is otherwise available at your request, and may be deleted at any time at your request.

Limitations on liability

The Company, to the maximum extent permitted by law, in relation to the use of or reliance on the Site, Linked Sites and the Content, or the inability to use or rely on the Site, Linked Sites and the Content:

  1. disclaims all third party liability; and
  2. disclaims any liability for incidental, indirect, special or consequential damages, including (but not limited to) damages for loss of business or other profits, business interruption or loss of programs or information, even if the Company has notice of the possibility of such damage.

The User acknowledges and agrees that the use of the Site is at the User's risk and that the User will be solely responsible for any loss or damage to the User's computer systems or data in connection with such use. 

Indemnity

The User agrees to indemnify the Company (and its related bodies corporate, employees, officers, managers, assistants, members and agents) from and against any and all claims of any kind (including legal fees on a full indemnity basis) arising out of or relating to use of the Site, and breach of any provision of these terms and conditions ("Terms and Conditions") or any intentional wrongdoing by you. 

Exclusion

In the event that the Company is liable for any damages in connection with the Site, liability is limited to the fullest extent permitted by law. 

Validity

If any part of the Terms and Conditions is invalid or unenforceable, such invalidity or unforceability does not affect the validity of the balance of the Terms and Conditions. 

Governing law and jurisdiction

The Terms and Conditions are governed by Western Australia. The Western Australian courts have exclusive jurisdiction with respect to any claims or disputes arising out of or in relation to the Terms and Conditions. 

Amendment of the Terms and Conditions

The Terms and Conditions apply as amended from time to time. The Company may at any time and without notice amend the Terms and Conditions by posting revised Terms and Conditions on the Site.

Standard Terms and Conditions for the Provision of Voluntary Carbon Offset Services

Background

  1. CCF is an Australian company that administers a biosequestration program known as Carbon Capture Program™.  Through this Program, CCF creates carbon sinks by planting and maintaining Mallee Eucalypt tree plantations in Australia's wheatbelt region.
  2. CCF's plantations draw Greenhouse Gases from the atmosphere and convert them into biologically stored carbon through the process of photosynthesis.
  3. The Customer wishes to offset a nominated amount of Greenhouse Gas emissions on a voluntary basis by engaging CCF pursuant to this Agreement to create and maintain a carbon sink under its Carbon Capture Program™, with the aim of capturing and storing this amount of Greenhouse Gases within 30 years.   
  4. The Customer will receive exclusive recognition for the biosequestration of Greenhouse Gases achieved through the carbon sink that CCF will create in accordance with this Agreement.

Agreed terms

1. Defined terms & interpretation

1.1 Defined terms
In this agreement:

Acts includes all acts and statutes and all regulations by-laws requisitions or orders made under any Act from time to time by any statutory public or other competent authority.

Agreement means this agreement including any schedules and annexures hereto.

Australian Standard means Australian Standard AS 4978.1-2006: Quantification, monitoring and reporting of Greenhouse Gases in forest projects - Afforestation and reforestation. 

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Western Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Carbon Capture Program™ means CCF's program of planting Trees for the purpose of biosequestrating Greenhouse Gases through the process of photosynthesis.

Carbon Inventory means the amount of Greenhouse Gases captured and stored in the Trees as a result of the Planting Program during the Term, calculated according to the most stringent of the prevailing standards for carbon accounting in Australia, amongst the Federal Government's Greenhouse Friendly™ program (or any standard or program which supersedes this program), or any federal emissions trading system.

Carbon Right means any current, future or potential right, credit, interest, certificate, offset, allowance or entitlement resulting from the greenhouse gas reductions achieved through any action taken under this Agreement, which may arise under any law, regulation, regime, policy or program, including, but not limited to, the Kyoto Protocol, any federal emissions trading system, and any state carbon rights legislation.

Claims means, collectively or individually, a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however and wherever arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort, equity or statute which the Customer or its assigns may have against CCF in respect of or arising out of this Agreement or any part of it.

Commencement Date means the date on which this Agreement is entered into by both parties.

Force Majeure Event means anything outside a party's reasonable control including, but not limited to, fire, storm, flood, earthquake, war, sabotage, epidemic, labour dispute, labour shortage, failure or delay in transportation and act or omission (including laws, regulations, disapprovals or failures to approve) of any third person, but does not include the weather conditions that may lead to a delay in the planting of a Seasonal Pool in accordance with 2.5(c).

Greenhouse Gases means any substance from time to time listed as a greenhouse gas under Annex A to the Kyoto Protocol or any instrument or agreement that amends, succeeds or replaces it.

Kyoto Protocol means the Kyoto Protocol to the United Nations Framework Convention on Climate Change, and any rules and guidelines agreed to by the parties thereto.

Landowner means the registered proprietor of any of the Sites.

Planting Date means the date that the Trees are planted for the purposes of the Planting Program.

Planting Program means the plantation and maintenance of Trees by CCF in order to achieve the Projected Offsets.

Pre-Planting Preparation is defined in clause 2.1.

Projected Offsets means the offsets specified by the Customer at the time of entering into this Agreement, which represents the cumulative net physical removal of Greenhouse Gases expected to be achieved by the Planting Program, measured in accordance with the Australian Standard.  Projected Offsets are measured in units of metric tonnes of CO2e (a unit of measure denoting an amount of any Greenhouse Gas or combination of Greenhouse Gases which is equivalent to one metric tonne of carbon dioxide in its potential contribution to global warming).

Purchase Price means the purchase price the Customer has agreed to pay CCF at the time of entering into this Agreement.
Seasonal Pool is defined in clause 2.5(a).

Sites means the sites where the Trees will be planted for the purposes of CCF's Carbon Capture Program™.
Term is defined in clause 5.

Trees means Mallee Eucalypt trees, or any other species of tree which CCF reasonably deems to be appropriate for biosequestration purposes, including seedlings of such trees.

Voluntary Offset Certificate is defined in clause 3.1.

Winter Planting Season means April to September of any year, which are the months during which the Trees are planted under CCF's Carbon Capture Program™.

1.2 Interpretation

In this Agreement, except where the context otherwise requires:

  1. the singular includes the plural and vice versa, and a gender includes other genders;
  2. another grammatical form of a defined word or expression has a corresponding meaning;
  3. a reference to a clause is to a clause of this Agreement;
  4. a reference to A$, $A, dollar or $ is to Australian currency;
  5. a reference to time is to Western Australia, Australia time;
  6. a reference to a party is to a party to this Agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
  7. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
  8. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
  9. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
  10. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it;
  11. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and
  12. any heading is for ease of reference only and does not affect interpretation.

2. Carbon offset activities

2.1 Pre-Planting Preparation

Prior to the commencement of the Planting Program, CCF will do all things necessary to prepare the Sites for the Planting Program (Pre-Planting Preparation), including (as necessary):

  1. identifying suitable land for use in the Planting Program, paying particular attention to soil type, potential weed burden and salinity;
  2. negotiating and executing any necessary agreements and covenants with the Landowner for the establishment of Tree plantations at the Site, and registering any such agreements on the title of the land where the Planting Program will take place;
  3. securing all regulatory approvals necessary for the Planting Program; and
  4. preparing a Planting Program plan.

2.2 Planting Program

After the completion of the Pre-Planting Preparation, CCF will complete the Planting Program, including sourcing good quality Tree seedlings with certain identified traits, including potential for vigorous growth, and planting the Tree seedlings at the Sites.

2.3 Ongoing plantation management

After the completion of the Planting Program, CCF will undertake a program of ongoing plantation management for the Term of this Agreement, including:

  1. developing and implementing a specific monitoring and survival plan for each of its Sites;
  2. overseeing the day-to-day maintenance of the plantation by the Landowner; and
  3. where necessary, replanting seedlings to ensure a 90 per cent survival rate in the first 12 months following the Planting Date. 

2.4 Carbon offset measurements

CCF will account for the amount of Greenhouse Gases removed as result of the Planting Program, by:

  1. measuring the Carbon Inventory;
  2. coordinating regular audits of the Carbon Inventory in accordance with any auditing standards created by a federal emissions trading system; and
  3. having any Carbon Rights associated with the Planting Program issued and, where registration is available, registering the Carbon Rights in CCF's name.

2.5 Seasonal pooling

  1. The Customer agrees that CCF may undertake the Planting Program as part of a larger seasonal pool of Tree plantings, which will take place during the Winter Planting Season (Seasonal Pool).
  2. Subject to clause 2.5(c), Customer agrees that CCF may pool funds received from the Customer and CCF's other clients for the purposes of establishing a Seasonal Pool.
  3. If weather conditions are poor during the Winter Planting Season of any year, CCF may, at its discretion, delay the planting of any Seasonal Pool until the following Winter Planting Season.
  4. Subject to clause 9.1(b), the delayed planting of the Seasonal Pool in accordance with clause 2.5(c) will not constitute a breach of this Agreement.  

2.6 Subcontracting

  1. The Customer acknowledges that CCF may, at its discretion, delegate any of its duties with respect to the preparation of the Sites and the plantation and maintenance of the Trees to the Landowner or another third party subcontractor. 
  2. The delegation of duties in accordance with clause 2.6(a) does not constitute an assignment and does not require the consent of the Customer.

2.7 Harvest right

CCF retains the right to harvest the Trees planted as part of the Planting Program at any time.  If CCF harvests the Trees in accordance with this clause 2.7, it will uphold the integrity of the Projected Offsets attributed to the Customer by acquiring Carbon Rights equivalent to the Projected Offsets or establishing another Tree plantation with an equivalent predicted potential to sequester Greenhouse Gases. 

2.8 Site selection

CCF may, in its discretion:

  1. change or modify the Sites, including by moving a Site to a different location on the same parcel of land, or changing a Site to another parcel of land or location altogether;
  2. carry out other development or activities on the Sites or the land of which the Site is a part; and
  3. use other CCF Tree plantations created as part of its Carbon Capture Program™ to supplement or substitute for the Planting

Program under this Agreement.

3. Voluntary Offset Certificate

3.1 Issuance of Voluntary Offset Certificate

  1. Within 14 days of the payment of the Purchase Price by the Customer to CCF, CCF will issue an offset certificate to the Customer which certifies that the Customer has engaged CCF to undertake the Planting Program (Voluntary Offset Certificate).
  2. The Voluntary Offset Certificate will contain details of the Projected Offsets and an explanatory statement about the Customer's engagement of CCF to undertake the Planting Program. 

3.2 Exclusivity

The Customer is exclusively entitled to receive recognition for the Planting Program and the Projected Offsets.

3.3 No transferral of ownership

  1. The Customer does not acquire any proprietary or equitable interest in the Projected Offsets, the Trees, the Sites, Pre-Planting Preparation or Planting Program, or in any Carbon Rights deriving from them.
  2. The Customer agrees not to seek to have the Projected Offsets recognised as a Carbon Right or to purport to sell, mortgage, pledge, or in any other way encumber such Projected Offsets or Carbon Rights, without the written consent of CCF. The Customer acknowledges that CCF may in its discretion refuse such consent or may grant consent only with further agreement as to how any further responsibilities, costs or liabilities for CCF will be met.  

3.4 No representation as to compliance

Except where expressly stated otherwise, the parties agree that CCF has made no representation that the Planting Program creates Carbon Rights under the Kyoto Protocol or any Act establishing, or forming the foundation for the trading of, Carbon Rights.

4. Payment

The Customer agrees to pay CCF the Purchase Price within 14 days of the Commencement Date.

5. Term

This Agreement is binding between the parties until the expiration of a period of 30 years after the Planting Date or the date at which the Planting Program has achieved the Projected Offsets, whichever is the earlier (Term). 

6. Warranties and covenants

6.1 General warranties

Each party warrants and represents to the other party that: 

  1. it is duly organised and validly existing under the laws of its governing jurisdiction and is qualified to conduct its business in that jurisdiction;
  2. it has the power and authority to execute this Agreement and to perform its obligations under it and has taken all necessary actions to authorise the entry into and the observance and performance of its obligations under this Agreement; and
  3. the entry into and observance and performance of its obligations under this Agreement do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any relevant law.

6.2 CCF covenants

CCF covenants that, prior to this Agreement, and for the Term of this Agreement:

  1. the Planting Program will be additional to Tree plantations for any other purpose;
  2. CCF will not attempt to sell, encumber or otherwise deal with the Projected Offsets  or any Carbon Right that may be associated with the Projected Offsets; and
  3. the Projected Offsets will only be used for the purpose of this Agreement. 

6.3 Customer covenants

The Customer covenants that:

  1. it will not make representations, or conduct itself in a manner, concerning this Agreement that is false, misleading or deceptive, or that otherwise misrepresents the services provided under this Agreement; and
  2. it will not represent or hold out that it is entitled to receive recognition for the Planting Program after the termination of this Agreement, unless CCF and Customer agree in writing to a substitute for the Planting Program or some other means by which the Planting Program will be maintained. 

7. Force majeure

If a Force Majeure Event affecting CCF's ability partially or wholly from complying with its obligations under this Agreement then:

  1. as soon as reasonably practicable after that Force Majeure Event arises, CCF must notify the Customer of Force Majeure Event, which obligations CCF is precluded from performing, and the expected duration of the delay arising directly out of the Force Majeure Event;
  2. CCF's obligation to perform the obligations affected by the Force Majeure event will be suspended for the duration of the delay arising directly out of the Force Majeure Event;
  3. if the delay arising directly out of the Force Majeure Event exceeds ten months, CCF may terminate this Agreement on 7 days' written notice to the Customer, in which case CCF will refund to the Customer in full and final discharge of CCF's obligations to the Customer two-thirds of the Purchase Price.

8. Release

  1. The Customer indemnifies and releases CCF for any Claims it may have in connection with the services it provides under this Agreement, except to the extent that those Claims arise from CCF's fault or negligence.
  2. To the extent permissible by law CCF's liability to the Customer for any Claims in connection with this Agreement is limited to the amounts paid by Customer to CCF under this Agreement (or to CCF performing those services again, at CCF's election). 

9. Default

9.1 Events of Default

An Event of Default occurs if any of the following occurs:

  1. failure by the Customer to pay the Purchase Price to CCF within 14 Business Days of entering into this Agreement;
  2. failure by CCF to commence the Planting Program within 5 years of the Commencement Date;
  3. material breach of any of the warranties or covenants made in clause 6; and
  4. subject to clause 7, any material adverse change in the status of the services to be undertaken under this Agreement, so as to affect the ability of CCF to carry out those services in accordance with terms of this Agreement.

9.2 Notice of Event of Default

If an Event of Default occurs in respect of a party (Defaulting Party), the other party (Non-Defaulting Party) may:

  1. serve a notice on the Defaulting Party ("Default Notice") specifying the Event of Default and requiring the Defaulting Party to remedy the Event of Default within 15 Business Days of service of the Default Notice;
  2. If the Defaulting Party fails to demonstrate that the Event of Default has been cured within 15 Business Days of service of the Default Notice (an "Uncured Event of Default"), the Non-Defaulting Party will be entitled to the remedies specified in clause 9.3, as applicable. 

9.3 Remedies for Event of Default

Upon the occurrence of an Uncured Event of Default, the Non-Defaulting Party may elect to exercise any one or more of the following rights: 

  1. suspend any payments or services owing to the Defaulting Party until the Event of Default is remedied; and
  2. immediately terminate this Agreement upon written notice to the Defaulting Party. 

10. Termination 

  1. This Agreement terminates upon:
    1. the expiry of the Term; or
    2. the date specified in a written notice by a party entitled to terminate the Agreement earlier in accordance with clause 9.3(b) of this Agreement.
  2. Termination of this Agreement shall not affect any rights of a party, which accrued prior to the date upon which this Agreement is terminated. 

11. Taxation

11.1 GST

  1. All amounts payable under this Agreement are net of any applicable taxes.
  2. In the case of GST: 
    1. terms used in this clause  have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
    2. unless expressly stated otherwise, all fees, charges, prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST;
    3. if GST is payable on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement;
    4. if this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the sum of the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense and any GST payable by the other party. 

12. Notices and other communications

12.1 Service of notices

A notice, demand, consent, approval or communication under this Agreement (Notice) must be in writing, in English and signed by a person duly authorised by the sender, and hand delivered or sent by prepaid post or facsimile to the recipient's address for Notices specified in this Agreement.

12.2 Effective on receipt

A Notice given in accordance with clause 12.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

  1. if hand delivered, on delivery;
  2. if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);
  3. if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,
    but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

13. Miscellaneous

13.1 Amendment

This Agreement may be altered only in writing duly executed by both parties.

13.2 Approvals and consents

Except where this Agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement. 

13.3 Assignment

Either party may assign this Agreement or a right under this Agreement with the prior written consent of the other party, which must not be unreasonably withheld.

13.4 Survival

Any indemnity or any covenant under this Agreement is independent and survives termination of this Agreement.  Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.

13.5 No merger

The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

13.6 Entire agreement

This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

13.7 Further action

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it.

13.8 Severability

A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of this Agreement continue in force.

13.9 Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

13.10 Relationship

This parties agree that this Agreement does not create a relationship of employment, trust, agency or partnership between the parties.

13.11 Governing law and jurisdiction

This Agreement is governed by, and will be construed in accordance with, the law of Western Australia and each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Western Australia.