Terms and Conditions of the Singapore Airlines Group Carbon Offset Programme for Cargo
Last Updated 30 July 2021
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
Prerequisites to Participation
- In order to be registered by TEM as a Buyer in the Platform and otherwise access and make use of the Service, a person must be a legal person and have the requisite power and authority to participate in the Platform and have completed the Registration Process.
- By submitting the Registration Form, the Buyer represents that it has fully and accurately answered the Know Your Customer Requirements and consents to any due diligence checks TEM is required to undertake. The Buyer confirms that it is not Insolvent and nominates the Buyer’s Representatives specified in the Registration Form. The Buyer consents to receipt of notices as specified in the Registration Form, including by electronic communications. The Buyer agrees to be bound by these Terms and Conditions, as amended from time to time.
- If required by TEM, the Buyer undertakes to complete such documents, perform such actions, provide such information and comply with any additional requirements as TEM reasonably requires from time to time in order for TEM to comply with any law or its obligations under these Terms and Conditions or otherwise for the purpose of giving each Buyer the full benefit of the provisions of these Terms and Conditions or giving effect to the transactions contemplated in these Terms and Conditions.
- The Buyer confirms that any documentation or copies of documents submitted with the Registration Form are true, accurate and up to date as at the date of submission.
- Within two Business Days of the Buyer completing the Registration Form, TEM will notify the Buyer whether it has satisfied TEM’s registration requirements and provide the Buyer with System Access. For the avoidance of doubt, TEM has absolute discretion to accept or reject a person onto their Platform, and TEM’s decision as to whether a person satisfies the requirements of the Registration Process is final.
- Following notification by TEM that the Buyer has been accepted onto their Platform, the Buyer must at all times, in order to continue to participate on the Platform, comply with the obligations of a Buyer as set out in these Terms and Conditions. The Buyer must also notify TEM within 3 Business Days of becoming aware, if there are any material changes to the information TEM relied on for the purpose of the Know Your Customer Requirements and due diligence checks. The Buyer must notify TEM immediately if it becomes Insolvent or if any material adverse changes affect the Buyer or the Buyer’s business or reputation, including, for the avoidance of doubt, any material breach of any applicable law or regulation. The Buyer must keep up to date nominated Authorised Representatives in its Platform Account and details for the receipt of notices including by electronic communications.
- If at any time a Buyer ceases to satisfy the requirements detailed above TEM may refuse to allow the Buyer to participate in, or continue to participate in, the Platform or a Transaction.
- In no event will TEM be in default of any obligation under these Terms and Conditions as a result of the failure by a Buyer to comply with its obligations under these Prerequisites to Participation.
- The Buyer agrees and undertakes that each Authorised Representative nominated by the the Buyer during the Registration Process is duly authorised by the Buyer to exercise and fulfil the Buyer’s rights and obligations under these Terms and Conditions, including executing any documents in accordance with these Terms and Conditions on behalf of the Buyer. The Buyer agrees and undertakes that each Authorised Representative nominated by the the Buyer during the Registration Process will administer the Buyer's Platform Account, including viewing and amending its notice details, viewing and dealing with its current Transactions and complying with these Terms and Conditions. The Buyer agrees and undertakes that each Authorised Representative nominated by the the Buyer during the Registration Process will comply with any legal, regulatory or security requirements relating to the Platform, as notified by TEM from time to time and will will keep confidential System Access information and only to act on behalf of the Buyer on the Platform.
- The Buyer’s Representative may act on behalf of the Buyer and that TEM may assume that any request or instruction it receives from a Buyer’s Representative is authorised by the Buyer if the request or instruction is accompanied by suitable verification, including but not limited to successful System Access.
- A Buyer may make a written request to change the identity of a Buyer’s Representative. If a Buyer makes such a request the Buyer must provide such information as to the identity of the Buyer’s Representative as TEM reasonably requires. TEM will, within 2 Business Days of receipt of the written request, notify the Buyer whether either TEM requires additional information about the Buyer’s Representative (for example, business references, identity checks and /or any other information to verify the identity of the proposed Buyer’s Representative; or TEM accepts or rejects the nomination of the Buyer’s Representative. Any rejection of the Buyer’s Representative is in TEM’s absolute discretion and TEM is not required to provide any reasons to the Buyer for a rejection. Where TEM accepts the nomination of the Buyer’s Representative, TEM will amend its records within 2 Business Days of receipt of the written nomination from the Buyer. Where applicable TEM will terminate access for a Buyer’s Representative and/or issue a new System Access credentials. The Buyer remains responsible for any actions of its Buyer’s Representative until the access has been terminated.
- The Buyer agrees and acknowledges that the Buyer is responsible and liable for the actions and omissions of a Buyer’s Representative on the Platform, including any Transactions entered into by a Buyer’s Representative for and on behalf of the Buyer.
Commencement and Term of the Terms and Conditions
- These Terms and Conditions commence on, and each Buyer is considered to have agreed to be legally bound by these Terms and Conditions (as modified or amended from time to time) from the date on which TEM indicates that the Buyer has been accepted on the Platform and issues the Buyer with System Access, and these Terms and Conditions shall continue in effect until terminated in accordance with this section.
- Each Buyer acknowledges and agrees that when using the Platform, the Buyer is and continues to be legally bound by, will be subject to, and must comply with these Terms and Conditions.
- These Terms and Conditions apply exclusively. Opposing or deviating conditions of these Terms and Conditions of the Buyer will not be recognised by TEM.
- A Buyer may close its Platform Account at any time by providing written notice to TEM and following any account closure process as notified on the Platform. Upon receiving notification of account closure or for any reason whatsoever, TEM may terminate these Terms and Conditions between TEM and the Buyer at any time by giving 5 Business Days written notice to the Buyer. Payment and Termination requirements shall apply with respect to any outstanding order for Credits or payment owed. For any Buyer who has been inactive on the Platform for 18 months, TEM reserves the right to remove the Buyer from the Platform, or require the Buyer to resubmit the details required as part of the Registration Process. If these Terms and Conditions are terminated, the following provisions shall survive termination and remain in full force and effect despite termination: Payments; Liability & Indemnity; Prohibited Use; Suspension and Termination; Confidentiality; and Dispute Resolution.
Calculation and Purchase of Credits by the Buyer
- The Buyer may use the Offset Calculator on the Platform to calculate the quantity of Credits to offset its Reported Emissions. The Buyer acknowledges that the Offset Calculator calculates an estimated quantity of Credits required to offset Reported Emissions based on the best available information as at the date of the calculation and a range of assumptions that is subject to regular review by TEM to reflect reasonable industry practice. The Buyer agrees and acknowledges that the calculation by the Offset Calculator is an estimation only and includes some margins of error. The Buyer acknowledges the information, assumptions or practices for calculating Credits change from time to time and may change after the time the Buyer used the Offset Calculator, so that the historical calculation of Credits required may no longer be accurate or reflect the latest practices. The Buyer acknowledges that the Reported Emissions are the full scope of emissions that the Buyer wishes to offset and the Offset Calculator calculates a quantity of Credits based solely upon the Reported Emissions, and is not liable for any loss incurred by the Buyer as a result of the Buyer’s failure to include any products, services, or processes that were not included in the Reported Emissions. The Buyer further acknowledges that TEM makes no representation or warranty express or implied, and has no liability with respect to the completeness, accuracy, adequacy, quality or fitness of the calculations made using the Offset Calculator.
- The Buyer may purchase Credits from TEM using the Platform by selecting a quantity of Credits on the Platform (either using the Offset Calculator or by nominating its own quantity) and agreeing on the Platform to purchase those Credits for the Credit Price shown on the Platform and paying the invoice issued by TEM for the Credit Price. The Buyer agrees and acknowledges that Credits will only be Retired by TEM upon receipt of cleared funds into the bank account nominated by TEM. Upon receiving the Credit Price paid by a Buyer in cleared funds, TEM will Retire the corresponding Credits on behalf of the Buyer at the end of the month within which the payment is made or within three Business Days (whichever period is longer). TEM will provide the Buyer with evidence that the Credits have been Retired.
- The Buyer acknowledges and agrees that it will only purchase Credits on the Platform with the intention for TEM to Retire those Credits and does not intend to take legal ownership of the Credits. The Buyer acknowledges the Retirement of the Credits cannot be reversed and neither it nor any third party will have any further rights to take the benefit of such Credits, other than making claims related to the Credits having been Retired to offset the Buyer’s Reported Emissions.
- Once TEM has Retired the Credits, TEM will not take any action to exercise or purport to exercise any right or interest, or deal with or otherwise use, the Retired Credits and considers that no person has any further rights to take the benefit of the Retired Credits.
- TEM shall not be liable to a Buyer for any delay in or failure to perform any or all of its obligations under these Terms and Conditions if the delay or failure is a result of an event of Transfer System Force Majeure, or any other event or occurrence outside of TEM’s control.
- TEM is responsible for providing the Service of the Platform and rectifying any errors on the Platform.
- Each Buyer acknowledges and agrees that the online nature of the Service may mean that it is not technically possible to supply the Service without interruption or free of errors and for the avoidance of doubt, TEM shall not be liable for any loss suffered by the Buyer because of a failure, suspension or withdrawal of all or part of the Service resulting from any technical failure including a Transfer System Force Majeure.
- Each Buyer acknowledges that TEM shall not be liable for any loss suffered by a Buyer as a result of any problem, error or malfunction relating to the Platform or any other part of the Service because any information, communication is delayed or lost while in transit to TEM. Each Buyer acknowledges that TEM shall not be liable for any loss suffered by a Buyer if TEM's security is compromised, despite TEM's best efforts to ensure such security or any performance or failure of any equipment, telecommunications service, Internet connection, Internet service provider or any other third party communication or network provider.
- The Buyer acknowledges that the access to and use of the Platform or any other part of the Service is provided "as is" and at the Buyer's own risk and that information of any nature submitted to TEM whether via the Platform or otherwise, by it will be deemed transmitted when received by TEM. All information is the sole property of TEM other than information supplied under licence by third parties, and TEM may disclose Information to a further third party provided that such information does not disclose the identity of any Buyer without the Buyer's prior written consent (and in accordance with TEM’s Privacy and Personal Data Policy).
- The Buyer further acknowledges that it may only use the Platform for the purpose set out in the Calculation and Purchase of Credits section of these Terms and Conditions and shall not use the Platform for any of the Prohibited Uses section of these Terms and Conditions. The Buyer shall be responsible for obtaining and properly using any computer equipment, software and communications services that may be necessary to use the Service and making any modifications to the same as is required to access and use the Platform and the Service and it shall comply with any applicable laws and regulatory requirements.
- In the event that a Buyer experiences difficulties in accessing the Platform or any part of the Service open to it, including without limitation, carrying out a Transaction or in sending Information, then that Buyer must promptly notify TEM and advise it of the situation and TEM shall investigate and shall take such steps or otherwise as it determines in relation to such notification.
- TEM has the right at its sole discretion to engage affiliates, suppliers or Subcontractors in the provision of the Service without the consent of, or notice given to, any Buyer.
TEM Representations and Warranties
- TEM warrants that the relevant Buyer may make claims related to the Credits having been Retired to offset the Buyer’s Reported Emissions and immediately before the time that TEM takes actions required to Retire the Credits. TEM warrants that it has the legal and beneficial right, title and interest in the Credits that have been purchased by the relevant Buyer, clear of any Emcumbrances.
- TEM and Singapore Airlines Limited does not make any representations or warranties that Credits made available for sale and/or purchased by a Buyer using the Platform can be used for compliance purposes under any legal regime. TEM does not make any representations or warranties that that the Platform software is free of flaws, failures, faults, bugs or errors. TEM and Singapore Airlines Limited does not make any representations or warranties that in respect of the accuracy, reliability, completeness, currency or continuous supply of information contained in the Platform, including but not limited to the existence or ownership of any Credits.
- Each Buyer must make, and rely upon, their own enquiries with respect to the use of Credits and is entirely responsible for ascertaining the benefits associated with the use and benefits of any Credits.
Buyer Representations and Warranties
- In utilising the Platform and agreeing to these Terms and Conditions, each Buyer warrants and undertakes to TEM that at all times they will not act in a manner which could reasonably be construed as misleading TEM. The Buyer warrants and undertakes to TEM that at all times they will not place false offers to purchase Credits and be the final purchaser of any Credits, which will be Retired by TEM in accordance with the Calculation and Purchase of Credits by the Buyer section of these Terms and Conditions and it will not purport to take any action to exercise or purport to exercise any right or interest, or deal with or otherwise use any Credits once they are Retired.
- In utilising the Platform and agreeing to these Terms and Conditions, each Buyer warrants and undertakes that it will comply with all the provisions of these Terms and Conditions, and any instructions or directions given by TEM applying to its use of the Platform. Furthermore where the Buyer provides information to TEM electronically or otherwise interacts with the Platform, the Buyer warrants that in doing so, it will not interfere with or disrupt the operation of the Platform (or its underlying software) and unless otherwise agreed with TEM, it will only enter into Transactions as the principal Buyer, and not as agent on behalf of other parties. Further, the Buyer is fully aware and acknowledges that the Credits are voluntary emission reductions that are subject to the limitations described in the TEM Representations and Warranties section of these Terms and Conditions.
- In utilising the Platform and agreeing to these Terms and Conditions, each Buyer warrants and undertakes that any information provided to TEM by the Buyer, or any Buyer’s Representative, in connection with the Platform or otherwise, is current, true, accurate and correct and the Buyer will inform TEM in writing as soon as the Buyer becomes aware of any changes to that information and it will maintain the security of any System Access.
- Further, each Buyer represents and warrants to TEM that at all times that it accesses the Platform, carries out a Transaction or carries out any obligations under these Terms and Conditions, it will perform its obligations to TEM responsibly and competently, and exercise all reasonable care and it has, and continues to have, the power and authority to enter into and perform its obligations under these Terms and Conditions and any Transaction and to give the authorities and grant the powers to TEM set out in these Terms and Conditions, and has obtained all necessary approvals to do so.
- Each Buyer represents and warrants to TEM that at all times that it accesses the Platform, carries out a Transaction or carries out any obligations under these Terms and Conditions by agreeing to these Terms and Conditions, it will not breach the terms of any contract with any third party and it is not relying upon any representations or warranties of TEM other than those expressly set out in these Terms and Conditions
- Further, each Buyer represents and warrants to TEM that at all times that it accesses the Platform, carries out a Transaction or carries out any obligations under these Terms and Conditions, it has agreed to these Terms and Conditions after a full opportunity to review that these Terms and Conditions, has a full understanding thereof and of their risks, and is capable of assuming those risks and the Buyer is not Insolvent and it will not undertake any action that may in any way bring TEM into disrepute.
- Each Buyer acknowledges and agrees that it is responsible for obtaining and properly using any computer equipment, software and communications services necessary to use the Platform and it is solely responsible for any damage to computer systems or loss of data that may result from the Buyer's access to the Platform, except where Buyer can evidence such damage or loss is the result of fraudulent behaviour of a third party or of a breach of its security obligations by TEM.
- Furthermore, each Buyer acknowledges and agrees that it has the right and the obligation to instruct TEM to correct any incorrect or inaccurate information held in the Platform and inform TEM in writing of any changes to that information and it is responsible for its own costs incurred in performing its obligations under these Terms and Conditions, including with respect to taxation consequences related to any purchase of Credits from TEM using the Platform.
- Each Buyer acknowledges and agrees TEM is not acting as an advisor for any Buyer, nor has it given to any Buyer any warranty as to the suitability of the Credits, advice, representation, assurance or guarantee as to the expected performance, benefit or result in connection with a Transaction and has the authority and power to update information in relation to the Buyers' account(s), without the specific authorisation of the Buyer, consistently with these Terms and Conditions.
- In consideration for the provision of the Credits, each Buyer must pay TEM the Credit Price (plus, if and to the extent applicable, any GST, VAT, taxes and any other charges in connection with the Buyer’s purchase of the Credits).
- TEM will issue the Buyer with an invoice for the applicable Credit Price as soon as reasonably practical following the Buyer providing notification on the Platform of its agreement to purchase Credits for the Credit Price.
- The Buyer must pay an invoice issued by TEM within 48 hours after it is issued to the Buyer, using the process notified to the Buyer on the Platform.
Liability and Indemnity
- TEM’s liability is limited to the Buyers for direct damage suffered to the Buyer as a direct result of any negligence or wilful misconduct of TEM in performing the Services or a material breach of TEM of its obligations under these Terms and Conditions.
- To the extent permitted by law, TEM’s maximum aggregate liability for damages suffered by a Buyer may not exceed the lower of the Credit Price paid by the Buyer to TEM in relation to the event giving rise to this Buyer’s claim or the amount it would cost to the Buyer to purchase the Credits again.
- TEM accepts no liability for any statements, opinions, information, products (including, without limitation, software) or services related to the Platform or the Service that are published on or may be accessible through any web sites owned or operated by third parties.
- To the maximum extent permitted by law, Singapore Airlines Limited shall not be liable for any injury, loss, claim, damage, including those based in negligence, whether actual, incidental, special, exemplary, punitive or consequential (including lost profits or other special damages) which arises out of or is in any way connected with the Platform, or the Service provided under these Terms and Conditions.
Prohibited Use, Suspension and TerminationAcceptable use requirements
- Each Buyer is entitled to use the Platform for purposes related to use of the Offset Calculator and the purchase of Credits.
- Buyers must not upload, post or submit to or distribute or otherwise publish through the Platform any content or information which restricts or inhibits any other user from using the Platform or is threatening, abusive, defamatory, obscene, offensive, or otherwise unlawful (or which may be reasonably considered to be so) or constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate law or infringes the rights (including, without limitation, intellectual property rights such as copyright, trademarks and patents) of third parties.
- Further, Buyers must not upload, post or submit to or distribute or otherwise publish through the Platform any content or information which contains a virus or other harmful component or malicious code or contains advertising of any kind or constitutes or contains false or misleading indications of origin or statements of fact.
- Buyers must not use the Platform for any illegal or improper purpose or as a means of sending excessive amounts of email (spam) or to gain access to the computer systems of TEM or other Buyers.
Suspension and withdrawal of services
- TEM reserves the right to determine, amend, suspend or cancel the Service for any reason and will endeavour to provide notice to Buyers as soon as reasonably practicable or limit or terminate a Buyer's access to the Platform, for any reason whatsoever and does not need to provide the Buyer with any reason for doing so.
- Furthermore, TEM reserves the right to accept, reject or check for any reason whatsoever any Information sent or believed to be sent by a Buyer and change the Service, their content or the mode of delivery of the Service at any time provided that TEM shall endeavour to give reasonable notice thereof to the Buyers, unless in the event of an emergency.
- TEM reserves the right to suspend or cancel a Buyer’s use of the Platform for breach of these Terms and Conditions, including but not limited to, circumstances where the Buyer fails to pay for the Services or breaches a representation or warranty under these Terms and Conditions or provides false information or makes a false offer for Credits.
Changes to the Platform
- TEM may make changes to the Platform from time to time including, without limitation, changes to the functionalities and the layout or "look and feel" of the Platform, or in relation to any products or information made available on or via the Platform.
- TEM undertakes to use any Personal Data obtained in connection with Buyers’ access to or the use of the Platform and purchase of Credits solely for the purposes set forth in these Terms and Conditions and in accordance with TEM’s Privacy and Personal Data Policy.
- Upon receiving an Account Closure notification or for any reason whatsoever, TEM may terminate these Terms and Conditions between TEM and the Buyer at any time by giving 5 Business Days written notice (“Notice”) to the Buyer and if as at the date of that Notice the Buyer has made an order for Credits and the corresponding Credit Price for those Credits remains unpaid as at the date of that Notice, then that order will be deemed to have been withdrawn by the Buyer and TEM will not be required to Retire the Credits.
- If the Buyer has made a payment for Credits that TEM has not yet Retired, TEM will refund the payment to the Buyer within 5 Business Days of the Notice or if the Buyer owes any amount to TEM (whether as a fee, or for outstanding payment for Credits or any other reason whatsoever), then the Buyer will pay such amount to TEM within 5 Business Days of the Notice. Failure to pay such amount will result in the order being deemed and TEM will not be required to Retire the Credits.
Electronic Communication Delivery
- The Parties may deliver notices, invoices and other communications to each other electronically to the email address provided by the Buyers, and the email address of TEM notified to the Buyers on the Platform.
- A Buyer shall notify TEM immediately of any change in such Buyer's or a Buyer’s Representative’s email address and TEM may require a Buyer to provide certain information prior to changing such Buyer's e-mail address.
- Communications sent by TEM to a Buyer's e-mail address provided by such Buyer during the Registration Process will be deemed to have been delivered to such Buyer.
- Where any communication, notice, or other message is posted on the Platform by TEM, it shall be deemed to have been received by all Buyers from the time such communication, notice, or other message first appears on the Platform, regardless of whether a Buyer has accessed the message or not.
- TEM may monitor and retain e-mail and other communications between TEM and any Buyer.
- Subject to Permitted Disclosures the Confidential Information will be kept secure, private and confidential by both Parties, and neither Party will, without the prior written consent of the other party, disclose or use the Confidential Information other than in connection with these Terms and Conditions, or in any way that would be detrimental to the other Party.
- A Party may make disclosures to those of its employees, officers, professional or financial advisers and bankers as the party reasonably thinks necessary to give effect to these Terms and Conditions but only on a strictly confidential basis and if required by law, after the form and terms of that disclosure have been notified to the other party and the other party has had a reasonable opportunity to comment on the form and terms, to the extent it is reasonably practicable to do so prior to the disclosure.
- Also, a Party may make disclosures that are required to be disclosed to the relevant authorities in order to facilitate the Retirement of Credits that are aggregated together with other information in the Platform so that the individual Buyer cannot be identified or linked to such information or that are disclosed to TEM’s Subcontractors for the purposes of maintenance and operation of the Platform and/or more generally performing the Services, including related to a Transaction, in application of these Terms and Conditions.
- The obligations of this section do not apply to any information which the recipient can reasonably demonstrate is in the public domain through no fault of its own or is already known to the recipient (as evidenced by its written records) at the date of disclosure and was not acquired directly or indirectly from the disclosing party or is required to be disclosed by law under a court order, or by any recognised stock exchange or other regulatory body.
Return of information in the event of termination
- Upon termination of these Terms and Conditions, each Party must return to each other party that other party's Confidential Information in written or deliverable form.
Privacy and Buyer Information
- Personal Data will be maintained solely for the Buyer’s engagement with the Platform and in accordance with TEM’s Privacy and Personal Data Policy and any additional Supplementary Privacy Policies acknowledged on the Platform.
- TEM may need to process Personal Data relating to Buyer’s Representatives and employees in connection with the provision of the Service and the Know Your Customer Requirements, and each Buyer shall ensure that any such Personal Data is shared on the Platform in compliance with applicable laws.
- Each Buyer acknowledges that TEM may be required by law to access Personal Data relating to Buyer’s Representatives and employees of Buyer in connection with the provision of the Service and agrees to use its best endeavours to assist TEM in carrying out any such legal obligations referred to in this Privacy and Buyer Information section above.
Dispute ResolutionComplaints resolution procedure
- Buyers may notify TEM of feedback, questions or comments on the operation of the Platform using either their Account Manager or if they do not have an Account Manager the contact point on the TEM website at https://www.ourbluehalo.com.au/contact-us/. All communications to TEM using these mechanisms must clearly state whether the purpose is to submit a complaint.
- EM will in good faith investigate feedback, questions or comments from Buyers, submitted in accordance with the Account Manager feedback contact point and use reasonable endeavours to respond to that Buyer within 30 days.
- If the Buyer is not satisfied with the response given or action taken by TEM in response to feedback, questions or comments provided by the Buyer under the Complaints resolution procedure then the Buyer may commence negotiations to resolve the matter in accordance with the dispute resolution process set out in this Disputes procedure section.
- If a complaint is not resolved through the complaints resolution procedure outlined the Complaints resolution procedure above, either party may give notice (Dispute Notice) to the other party identifying the reason for dispute. Within 10 Business Days of the Dispute Notice, representatives of each Party will meet to endeavour to resolve the matter. If after this meeting the Dispute remains unresolved after a period of 20 Business Days from the delivery of the Dispute Notice (or such other period as is agreed between the parties), a party may refer the Dispute to the respective chief executive officers (or equivalent) of each party who will endeavour to promptly meet to resolve the matter. If the respective chief executive officers (or equivalent) of each party have been unable to resolve the Dispute, or the the Dispute remains unresolved after 10 Business Days from the date the Dispute is referred by a party to the chief executive officers (or equivalent) of the parties, a party may refer the Dispute for determination by an Expert, and give written notice of the reference to the other party and must not commence or continue court proceedings (except proceedings seeking interlocutory relief) in relation to the Dispute until the Dispute is determined by the Expert.
- The Expert must be an expert in the field relevant to the Dispute and acts as an expert and not as an arbitrator and determines how the Dispute is heard or assessed and is not bound by the rules of evidence, and the Expert’s determination, in the absence of manifest bias or error, is final and binding upon the parties. Unless the Expert otherwise determines, the parties must pay the Expert’s remuneration in equal contributions.
- All difficulties relating to the interpretation, performance or termination of these Terms and Conditions that are unable to be settled amicably shall be referred to the appropriate Victorian court.
General TermsModification to Terms and Conditions
- TEM may modify these Terms and Conditions from time to time at TEM’s discretion. Any such modification takes effect at the time specified by TEM and without the requirement for any Buyer’s prior consent if the changes are not material.
- Where a modification to the Terms and Conditions is considered by TEM, in its absolute discretion, to be material, TEM will, as soon as reasonably practicable, notify the Buyer of such modifications and will request that the Buyer accept the modified Terms and Conditions. It is each Buyer’s responsibility to check the Platform from time to time to find out about any modifications to these Terms and Conditions. Buyers are deemed to accept the Terms and Conditions, as amended from time to time, unless deemed by TEM to be Material.
Governing law and jurisdiction
- These Terms and Conditions are governed by and are to be construed in accordance with the laws of Victoria, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Victoria, Australia and waives any right to object to proceedings being brought in those courts.
- Subject to these Terms and Conditions, all parties must do all things, including executing documents, necessary or desirable to enable all parties to perform their obligations and exercise their rights under these Terms and Conditions.
Relationship between parties
- Nothing in these Terms and Conditions will be taken to create a relationship between the parties of joint venture, fiduciary relationship, partnership or other joint undertaking.
- If any one or more of the provisions in these Terms and Conditions should be held invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions will not be affected or impaired and the parties will endeavour, in good faith negotiations, to replace the offending provision(s) with one or more valid, legal and enforceable provisions, the economic effect of which comes as close as reasonably possible to that of the offending provision.
Joint and several liability
- A warranty, representation, indemnity, covenant, or obligation given or entered into by a party that comprises more than one person binds them jointly and each of them severally.
Successors and assigns
- These Terms and Conditions are binding on, and has effect for the benefit of, the parties and their respective successors and permitted assigns.
Invalid or unenforceable provisions
- If a provision of these Terms and Conditions is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.
Capitalised terms in these Terms and Conditions have the meaning given below:
Account Manager means the person, if any, appointed by TEM to be the single point of contact for the Buyer in communications with TEM.
Business Day means any day (other than a Saturday or Sunday) and excluding Australian or Victorian public holidays.
Buyer refers to any party who enters into this Agreement with TEM for the purpose of purchasing and Retiring Credits from the Platform.
Buyer’s Representatives means an individual authorised in accordance with the Prerequisites to Participation section to act on behalf of a Buyer on the Platform.
- a Verified Carbon Unit (VCU) issued under the Verified Carbon Standard and/or VERRA;
- a Gold Standard carbon credit issued under the Gold Standard;
- a Certified Emission Reduction issued under the Clean Development Mechanism; or
- another type of voluntary carbon unit issued by a Standard Authority with a Vintage Year from 2012 onwards, that TEM deems to be a Credit for the purposes of the Platform at its discretion, as notified to Buyers by publication on the Platform, provided that type of carbon unit is an eligible offset according to the rules of Climate Active at the time TEM lists the Credit for sale on the Platform; and
- that includes all Environmental Benefits and SDG Benefits associated with such Credit.
Certified Emissions Reduction refers to emissions reductions issued under the Clean Development Mechanism, which can be traded or sold.
Clean Development Mechanisms refers to the mechanism defined in the Kyoto Protocol that certifies emissions reduction units from emissions reduction projects in developing countries.
Confidential Information means all information which is used in or otherwise relates to a Party's business, customers or financial or other affairs which it has acquired in connection with these Terms and Conditions and any Transaction made using the Platform, including but not limited to any analysis, information, pricing or other information related to any Credits, but does not include any information which is made public by, or with the consent of, such Party.
Credit Price means the Credit price (in AUD) multiplied by the quantity of Credits purchased by the Buyer.
Dispute means an issue in respect of this Agreement in dispute between the parties.
Dispute Notice has the meaning set out in the Disputes Procedure.
Encumbrance means any mortgage, charge, pledge, lien hypothecation, standard security, assignment by way of security, or other security interest of any kind.
Environmental Benefits means all right, title, interest and benefit arising from or associated with (i) the protection, conservation or enhancement of the environment and/or biodiversity, or (ii) GHG Reductions, or (iii) any other right, title, interest or benefit relating to the environmental benefit.
Expert means a person appointed by the parties within 10 Business Days of referral of a Dispute to an Expert, and failing such appointment by the Australian Commercial Disputes Centre.
Double Counting or Double Claiming means where a Credit is accounted for or claimed for the purpose of meeting a target by a person, government or entity other than the Buyer.
GHGs means carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3).
GHG Reductions means the removal, limitation, reduction, avoidance, sequestration or mitigation of one metric ton of emissions of any GHGs measured in carbon dioxide equivalent from the atmosphere.
Gold Standard refers to the certification standard for Gold Standard emission reductions.
GST means the goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Clth) and its associated regulations as amended
Information means all information set out in or transmitted over the Platform or otherwise, relating to a Transaction, including any data or information any data or provided by Buyers in the Registration Process or provided by TEM to Buyers.
Insolvent means a Buyer:
- is unable or admits inability to pay its debts as they fall due;
- suspends making payments on any of its debts; or
- by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or
- becomes insolvent for the purpose of any insolvency law.
Know Your Customer Requirements means the identification checks that TEM and/or any of its Subcontractors requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or applies to become) a Buyer.
Kyoto Protocol means the Protocol to the UNFCCC adopted at the Third Conference of the Parties to the UNFCCC in Kyoto, Japan on 11 December 1997, as may be amended.
Offset Calculator means a calculator tool developed by TEM that is located on the Platform for the purpose of Buyers calculating a quantity of Credits to offset their Reported Emissions.
Paris Agreement means the agreement of the parties to the UNFCCC adopted at the Twenty-First Conference of the Parties to the UNFCCC in Paris, France on 12 December 1997 as may be amended.
Parties means TEM and the Buyer subject to the terms under these Terms and Conditions.
Personal Data means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Platform means the TEM Blue Halo Digital Platform whose URL is http://carbonoffset.siacargo.com
Platform Account means an account on the Platform that TEM creates for a Buyer for the purpose of participation in the Platform, and which may be accessed by a Buyer, or its Buyer’s Representative, for the purpose of:
- viewing and amending its notice details;
- viewing and purchasing Credits;
- complying with these Terms and Conditions.
Registration Process means the procedure set out in the Prerequisites to Participation section and on the Platform which a potential Buyer is required to complete in order to become registered with TEM as a Buyer.
Registration Form refers to the form requirements to be completed by the Buyer as set out in the Prerequisites to Participation section.
Reported Emissions means the activities, services, products and events that are reported by the Buyer for the purpose of calculating the volume of greenhouse gas emissions required to be offset using the Offset Calculator. Reported Emissions are derived from AMEX GBT datasources provided to BlueHalo for the Buyers activities, services, products and events.
Retire, Retires and Retirement means the action of retiring a Credit in accordance with the rules of the applicable Standard.
Retired Credits means Credits that are retired by TEM in accordance with the Calculation and Purchase of Credits by the Buyer section.
SDG Benefits means all right, title, interest and benefit arising from or associated with contributing to achieving the Sustainable Development Goals.
- access to the Platform;
- the provision of services by TEM to facilitate the Registration Process, the sale and Retirement of Credits to Buyers on the Platform; and
- any other related services as TEM may agree in writing to provide or arrange to be provided, from time to time.
Standard means a set of definitions, rules or methodologies, or a plan, scheme or arrangement or other standard under which the Credits are endorsed, approved or accredited.
Standard Authority means the body with authority to enforce a Standard, and includes (but is not limited to) the Verified Carbon Standard Association, the Clean Development Mechanism Board and the Gold Standard Secretariat.
Subcontractor means any third party supplying goods or services to TEM to meet the requirements of these Terms and Conditions.
Sustainable Development Goals means the collection of 17 goals set by the United Nations under Paragraph 54 of United Nations General Assembly Resolution A/RES/70/1 of 25 September 2015.
System Access means the ability to access the Platform through a unique username, code and/or password issued by TEM to a Buyer for their Buyer’s Representative(s) to use.
TEM - Tasman Environmental Markets Pty Ltd (ACN 168 499 161) in its capacity as the general partner of the Tasman Environmental Markets Limited Partnership (a limited partnership) (ABN 58 778 566 524)
Transaction refers to the purchase of Credits by the Buyer on the Platform.
Transfer System Force Majeure means the transfer, acquisition or forwarding of Credits being blocked, suspended and/or delayed as a result of any non-compliance or breach by any person, government or nation with, or the suspension of any national, regional or international rules, laws or regulations relating to the transfer, acquisition and/or forwarding of the Credits.
UNFCCC means the United Nations Framework Convention on Climate Change adopted in New York on May 9, 1992
Verified Carbon Standard, formerly the Voluntary Carbon Standard, refers to the voluntary standard for certification of emissions reductions.
Vintage Year means the calendar year that the emissions reduction corresponding to a Credit occurred.