Legal

VECCI (Carbon Down) WEB SITE TERMS OF USE ("Terms")

These are the Terms on which the Victorian Employers' Chamber of Commerce and Industry ABN 37 650 959 904 of 486 Albert Street, East Melbourne, Victoria, Australia (VECCI, “we” or “us”) permits visitors, users and members (“you” or “your”) to access the web site at the domain name www.carbondown.com.au (Web Site) and use any services, materials, applications, forums or products related to the Carbon Down program (Program) including the Carbon Down “Compass” website and forum (Compass) provided through the Web Site (Supply).

Your access to the Web Site, either as a visitor, user or member of the Web Site, is subject to these Terms and the VECCI privacy policy (Privacy Policy). By using or accessing the Web Site or the Supply, you agree to be subject to the Privacy Policy and to these Terms, and you represent and warrant that you have the right, authority and capacity to accept the Terms and the Privacy Policy and agree to abide by both the Terms and the Privacy Policy. If you do not agree to the Terms and the Privacy Policy, you must not use or access the Web Site or the Supply.

1. Use of the Web Site

1.1 The Web Site is operated by VECCI. Subject to these terms and any other terms imposed by VECCI, you are permitted to use the Web Site for the purposes of:

(a) obtaining information regarding the Program and the Supply;

(b) using the Supply and the Content (including developing the Content);

(c) contributing to Program, including the submission of Content and Solutions and providing information on carbon emissions;

(d) interacting with other members of, and contributors to, the Web Site; and

(e) providing ratings, discussion and feedback in relation to the solutions and any other material or thing (Solutions) linked, offered, promoted or advertised by third parties through Compass,
only within the field of carbon emission reduction and business sustainability. If you use Content which is provided by third parties, you may attribute the author of the Content by using the contributor’s Compass username only. You must not disclose any personal information which relates to the author of the Content unless you are granted express permission by the author of the Content to do so.

2. Changes to Terms

2.1 VECCI reserves the right to change these Terms at any time and will post a notice on the Web Site giving notice of that change for a period of 30 days. Any subsequent access to, or use of the Web Site will constitute an acceptance of those modifications.

3. Change of Functionality

3.1 VECCI reserves the right to change the functionality of the Web Site, Program or the Supply at any time without prior written notification.

4. Registration and membership

4.1 The full functionality of the Web Site and the Supply can only be accessed after completion of the online registration as a member of the Web Site (including Compass) or any other such registration requirements as required by the relevant Supply. VECCI reserves the right to deny access, or revoke or refuse registration to any party at its absolute discretion.

4.2 Registration to Compass will allow you to link your profile with a company or business of your choice. You warrant to VECCI that you have all necessary consents and authority to represent that business or company. In the event that you cease to be employed by, or be associated with, the business or company in any way, you must update your Compass profile accordingly (to remove your association with the former business or company).

4.3 You acknowledge that your profile, including name, address and contact information will be made fully available for public viewing as a part of your Compass profile.

4.4 Subject to clause 4.5, in the event that another member (Applicant) requests to link their profile to a business or company which you currently represent on Compass (and you were the first member to link your profile with that business or company), we will send you an email alerting you to this request. We will however automatically link an Applicant’s profile to your business or company upon the Applicant’s request, however the Applicant will not have the ability to edit the company or business’ information or contributions on Compass for a 5 business day period after the Applicant is linked to the business or company.

4.5 IF YOU DO NOT NOTIFY US OF YOUR OBJECTION TO THE APPLICANT’S REQUEST UNDER CLAUSE 4.4 WITHIN 5 BUSINESS DAYS OF BEING NOTIFIED BY US, THE APPLICANT’S ABILITY TO EDIT YOUR COMPANY OR BUSINESS’ PROFILE BECOMES UNRESTRICTED.

4.6 VECCI reserves the right to refuse login names or Compass usernames at its sole discretion.

4.7 VECCI will not accept any registration that it suspects is being made by or on behalf of a member who has been suspended for violation of these Terms.

5. Passwords

5.1 VECCI has put in place certain security systems on the Web Site, but does not warrant or represent that the Web Site or the information contained on the Web Site will not be subject to unauthorised access.

5.2 By using the Web Site, you are responsible for maintaining the confidentiality of your VECCI username and password and for restricting access to your computer. You agree to be liable if your VECCI username or password is used by an unauthorised person. You agree to release and indemnify VECCI in relation to any actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against VECCI or which VECCI must pay, sustain or incur as a direct or indirect result of the use (whether authorised or unauthorised) of your VECCI alias or password.

5.3 If you believe your VECCI alias or password has been compromised, lost or misplaced, please contact us at: compass@carbondown.com.au

5.4 You should exercise particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

6. Access

6.1 VECCI does not warrant that you will have continuous access to the Web Site or the Supply. VECCI will not be liable in the event that the Web Site or the Supply is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunication supplies.

6.2 VECCI reserves the right to amend the information provided on the Web Site or through the Supply and to limit access or cease providing information on the Web Site or through the Supply.

6.3 VECCI does not guarantee the delivery of communications over the internet as such communications rely on third party service providers. Electronic communications (including electronic email) are vulnerable to interception by third parties and VECCI does not guarantee the security of these communications or the security of the Web Site.

7. Denial of access

7.1 VECCI reserves the right at any time to:

(a) deny all or part of your access to the Web Site or the Supply where you fail to keep your VECCI username or password secure, or in VECCI’s opinion, there are concerns regarding unreasonable use, security or unauthorised access or where you have breached any of these Terms;

(b) block your Compass or other Web Site account, hide your profile, delete prohibited Content (including all or part of your profile);

(c) deactivate your account where you have not used the Web Site for a period of 6 months or more (as calculated by the date of last log in to the Web Site); or

(d) otherwise to suspend your access to the Web Site or the Supply for any reason, without being obliged to give you a reason.

8. Term and termination

8.1 These Terms commence on the earlier of:

(a) the completion of your online registration as a registered member of the Web Site; or

(b) from when you first download, use, interact with, view or acquire any of the Supply,
and will continue unless your registration or access to the Web Site is terminated by VECCI.

8.2 You may terminate your Web Site account at any time, for any reason. This may be done:

(a) by emailing us at: compass@carbondown.com.au or

(b) by contacting us by mail at Carbon Down, VECCI 486 Albert Street, East Melbourne, Victoria 3002.

8.3 VECCI may terminate your Web Site account for any reason (including for breach of the Terms, Privacy Policy or any other relevant terms and conditions of particular Supply) at any time immediately by notice in writing to you. Notice will be deemed to have been provided for the purposes of this clause 8.3 where VECCI sends an email to your last nominated email address notifying you of the termination of your registration.

8.4 Following termination or expiry of your Compass account for any reason, you acknowledge that any Content contributed by you may remain on the Web Site (in accordance with VECCI’s licence grant under clause 11.4) or may be removed or edited by VECCI it its absolute discretion.

9. Licence and Web Site access

9.1 Subject to your additional rights to use Compass under clause 13 and subject to your compliance with these Terms, VECCI grants you a non-exclusive, limited and revokable licence to do any of the things listed in clause 1 which may include access and use of the Web Site, Supply and Content only for the purposes and scope listed in clause 1.

9.2 If you develop any improvements, enhancements to, modifications of, adaptations of, extensions to, developments of, applications of and all other technical advancements to the Web Site, Supply or Content (including Solutions) (whether or not combined with your own pre-existing material) (Improvements), upon creation of such Improvements, you grant to VECCI a non-exclusive, perpetual, irrevocable, royalty-free licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display the Improvements in the field of carbon emissions and carbon reduction.

9.3 VECCI may at any time, with reasonable notice to you, introduce a fee for your use of all or any aspect of the Web Site and Program.

9.4 Subject to your additional rights to use Compass under clause 13, the licence in clause 9.1 does not include:

(a) downloading or modifying the Web Site or any portion of it except for your contribution of Content to Compass; or

(b) collecting User names, email addresses or contact details or sending unsolicited communications to Users and members.

9.5 Subject to your additional rights to use Compass under clause 13, the Web Site or Supply or any portion of the Web Site or Supply may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose other than in accordance with these Terms, any conditions which attach to particular Supply and any other terms imposed by VECCI.

9.6 You may not use any robot, spider or other device or process to retrieve, index or in any way reproduce or circumvent the navigational structure or presentation of the Supply or the Content.

9.7 Subject to your additional rights to use Compass under clause 13, you may not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Web Site or the Supply or any software used on or for the Supply or cause others to do so.

10. Linking

10.1 The Web Site may contain links to other web sites. VECCI provides those links as a ready reference for searching information, products and services on the internet and not as an endorsement of those web sites, their operators or the goods, services or opinions that they describe. Web sites which are linked to the Web Site are not covered by these Terms, and may have their own terms and conditions and privacy policy by which they operate. If you choose to access these linked sites, you do so at your own risk. VECCI is not responsible for and will not be liable in respect of the content or operation of those web sites or any of the goods and services that they describe. VECCI is not responsible for and will not be liable in respect of any incorrect link to an external web site.

10.2 You are not permitted to link to, frame or scrape information from the Web Site without VECCI's express written permission. Further, you must not utilise framing techniques to enclose any trade mark, logo or other proprietary information (including images, text, page layout of form of VECCI) without VECCI’s express written consent.

11. Intellectual Property

11.1 For the purposes of these Terms, the term "Intellectual Property Rights" means all rights in respect of registered and unregistered copyright, patents, designs, trade marks, confidential information and circuit layout rights.

11.2 Except for your own Content which contribute to the Web Site under clause 12, you acknowledge that you obtain no Intellectual Property Rights whatsoever in the Web Site or the Supply.

11.3 If you become aware of any infringements or suspected infringements by any third party of any Intellectual Property Rights in the Web Site or the Supply, you must immediately notify VECCI.

11.4 If you post or submit any Solution, information, content, data, comment, rating, feedback, emails, photos, profiles or other material (Content) and unless VECCI indicates otherwise, you grant to VECCI a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to (and permit third parties to) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such Content throughout the world in any media and in any manner. You grant to VECCI the right to use the Content as VECCI chooses, including allowing third parties to use the Content on their respective websites for the purpose of allowing the third party to promote their Solution. Such use by VECCI or its licensees of your Content may or may not be with attribution to you (in VECCI's or its licensee's absolute discretion).

11.5 You represent and warrant that you own or otherwise control all of the rights to the Content that you post or submit, that the Content is accurate, that the use of the Content you supply does not violate these Terms and will not cause injury to any person. You agree to indemnify and keep indemnified VECCI against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against VECCI or which VECCI must pay, sustain or incur as a direct or indirect result of the Content you supply.

11.6 VECCI respects the Intellectual Property Rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at: webmaster@carbondown.com.au

12. Content

12.1 You may post or submit Content on the Web Site where permitted by VECCI, so long as the Content is not (in the absolute opinion of VECCI):

(a) illegal, offensive, racist, obscene, objectionable, threatening, defamatory, invasive of privacy;

(b) false and/or misleading;

(c) sexually explicit or contains sexual references or innuendo;

(d) infringing any Intellectual Property Rights;

(e) injurious to third parties;

(f) information about or promotes illegal activities or conduct;

(g) composed of a profile or photograph of any third person used without his or her permission or photographs of people under 18 years of age (even if they are your children);

(h) consisting of or containing software viruses;

(i) used for political campaigning, chain letters, mass mailings or any form of "spam";

(j) impersonating any person or otherwise misleading as to the origin of any Content; or

(k) irrelevant to the Web Site, Program or Solution on offer.

12.2 In addition to clause 11.3, you agree to be solely responsible for the Content that you post or Content that you transmit to users of the Supply. You warrant and represent that your Content will not violate these Terms or the Privacy Policy.

12.3 You acknowledge and agree that Content that you provide on the Web Site is not confidential.

12.4 Upon posting of your Content, and at VECCI's discretion, you acknowledge that VECCI may permit your Content to constitute a part of the Web Site.

13. Compass– special conditions Moderation

13.1 VECCI has the right but not the obligation to monitor, review and edit or remove any Content that we judge to violate these Terms or the Privacy Policy or judge as offensive, illegal or that might otherwise harm, endanger or violate the rights of visitors or members. VECCI takes no responsibility and assumes no liability for any Content posted by you or any third party.

13.2 VECCI has mechanisms allowing the self moderation of Content by visitors and members who view Content. If you become a member and discover any offensive material, you are asked to alert VECCI moderators through the use of the "Report Issues" functionality (such reporting functionality may be updated from time to time) or email us and provide a reason why you find the item offensive. You agree to appropriately and reasonably use the mechanisms provided on the Web Site.

13.3 VECCI has the right but not the obligation to edit any descriptors which are associated with a Solution in order to maintain the quality (in the absolute opinion of VECCI) of the Content found on the Web Site. Where possible, VECCI will use its reasonable endeavours to notify a Solution contributor via email that the descriptor associated with that Solution has been edited. Content found on Compass

13.4 You acknowledge and agree VECCI only provides Compass as a forum for the exchange of information and advice. VECCI does not necessarily endorse or approve any of the Solutions found on Compass.

13.5 Your licence to a Solution may be subject to different rights, obligations, responsibilities, fees or charges which are not identified in these Terms but are identified upon your use of an individual Solution on a case by case basis. If there is any inconsistency between the scope of your licence to use a Solution which attaches to the Solution itself and the rights granted to you under clause 9.1, the licence which attaches to the Solution will prevail to the extent of the inconsistency. For the avoidance of doubt, the terms contained in clauses 16 to 18 of these Terms will prevail (to the extent of an inconsistency) over any other indemnity, warranty or liability provisions contained in the terms which attach to a Solution as it relates to you and VECCI.

13.6 All Content published on Compass is published at VECCI's sole discretion. All decisions are final and the VECCI will not enter into any discussion or correspondence about why Content has been rejected or edited.

13.7 VECCI does not guarantee that any Content uploaded by you will be available for viewing or use by third parties, or at any time. In particular, VECCI does not guarantee that your Content will remain stored or accessible on Compass. VECCI may delete, edit or make (temporarily or permanently) inaccessible your Content at any time and for any reason.

13.8 You agree to allow VECCI to select whole or part of your Content to be used for inclusion on Compass.

13.9 VECCI does not warrant that we will archive, back up, or continue to store your Content. You should keep a copy of your Content. Solution feedback and ratings 13.10 If you provide feedback or ratings in relation to a third party's Solution, you warrant that your opinion, and the opinion of the business or company on whose behalf you represent, is genuine, legitimate and is based on your first hand actual and appropriate use of the Solution.

14. Disputes

14.1 VECCI reserves the right but has no obligation to monitor and determine disputes between you and other members in relation to the Web Site, Supply or Content.

14.2 In the event that you have a claim or action against a user or member arising from that user's or member's use of the Web Site or the Supply, you agree to pursue such claim or action independently of and without any demands from VECCI, and you release VECCI from all claims, liability and damages arising from or in any way connected to the claim or action.

15. Privacy

15.1 For details of the privacy policy in relation to this Web Site and the Supply, please refer to the Privacy Policy. You acknowledge receiving and reading a copy of the Privacy Policy, which may be viewed through the Web Site at http://www.carbondown.com.au/privacy.

16. Indemnity

16.1 You agree to indemnify and keep indemnified VECCI against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against VECCI or which VECCI must pay, sustain or incur as a direct or indirect result of your use of the Web Site, the Content or the Supply.

16.2 You agree to give full cooperation and provide VECCI with reasonable assistance in conducting the defence of such a claim.

17. Disclaimer of warranties

17.1 Although reasonable efforts are made by VECCI to ensure the integrity of the Web Site and Supply by using virus checking software, VECCI cannot guarantee the safety of your computer systems. VECCI does not accept liability for any loss or corruption of electronically stored data or any damage to any computer system sustained in connection with the use of the Web Site, the Content or any Supply. 17.2 VECCI makes no representations or warranties of any kind, express or implied as to the operation of this Web Site, the Supply, the Content or the conduct of visitors, users or members to the Web Site (whether offline or online). VECCI may, but is not obliged to undertake a vetting process in relation to users and/or user's profiles. You expressly agree that your use of this Web Site is at your sole risk.

18. Limitation of liability

18.1 You confirm that you have not relied on any representation, description, illustration or specification which is not expressly stated in these Terms.

18.2 To the fullest extent permissible by applicable law, VECCI disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. VECCI will not be liable for any loss or damage of any kind arising from the use of this Web Site, the Content (including the Solutions) or the Supply.

18.3 Your dealings, correspondence with, participation or purchasing of, any third party Solution, including and any terms, conditions, warranties or representations associated with such Solutions, are solely between you and the third party. VECCI is not a party to them.

18.4 The maximum aggregate liability of VECCI for all proven losses, damages and claims arising out of this Agreement, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited for an aggregate of all claims to the amount paid by you (if any) for the Supply.

18.5 Where VECCI's liability cannot be excluded under any law, VECCI's liability will be limited to, at its discretion, either re-supplying the Supply to you or paying you the cost of re-supplying the Supply to you.

18.6 Despite any other clause, VECCI is not liable to you or to any other person for:

(a) any losses or damages of any kind caused by or resulting from any wrongful, wilful or negligent act or omission by you; or

(b) any direct or indirect lost profit or revenue, exemplary damages, deletion or corruption of electronically or digitally stored information, or without limiting the foregoing, any indirect or consequential loss or damage howsoever described or claimed.

18.7 Nothing in this clause limits a party's liability with respect to damages for:

(a) personal injury, including sickness and death; or

(b) damage to any real property or chattels.

19. Jurisdiction

19.1 This Agreement will governed by the law of the State of Victoria, Australia, and any dispute arising out of this Agreement or the use of the Web Site or the Supply will be determined by the courts of that State and their appellate courts.