TERMS OF SERVICE

OVERVIEW

This website is operated by CarbonClick Limited. Throughout the site, the terms “we”, “us” and “our” refer to CarbonClick. CarbonClick offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. Where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms of Service on that person’s behalf and that, by agreeing to these Terms of Service on that person’s behalf, that person is bound by these Terms of Service. In such event, and, in such event, “you” and “your” will refer and apply to that company or other legal entity in addition to you. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to our products and services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our systems are hosted on a variety of platforms or our own cloud hosting on Amazon Web Services. For our Shopify Clients our store is hosted on Shopify Inc. They provide us with an online e-commerce platform that allows us to sell our products and services to certain customers and merchants. We also provide products and services directly to customers and merchants through our website, and via links to Carbonclick contained in the email receipts for carbon offsets. Customers who click the link from their offset receipt, are welcomed to set up a Carbonclick account to track all their offsets and here they could also choose to use our carbon calculator or purchase offsets directly. If a customer sets up a Carbonclick account at their discretion, the activity and relationship with the customer and data pertaining to operating in their account, is owned by carbonclick.

SECTION 1 – GENERAL CONDITIONS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

You must immediately notify us if you become aware of any such breach or violation, by sending an email to [email protected]

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 2 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 3 – MODIFICATIONS TO THE SERVICE AND PRICES

We may change, suspend, discontinue, or restrict access to, the website without notice or liability.

Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 4 – PRODUCTS OR SERVICES

Certain products or services may be available exclusively online through the website. We

have made every effort to display as accurately as possible the details of the products that appear in our store. These products or services may have limited quantities, and in such instances, alternative products that are of the same quality and benefit, according to our best judgement, may be purchased instead.

We determine the date in which we purchase products from our suppliers to fulfill the order you purchased through our store. Our product purchase and carbon offset retirement dates may be influenced by market conditions, aggregated fund value, product availability, supplier agreements and other conditions not explicitly expressed. While we endeavour to always purchase stock in advance and clearly advertise which projects are being supported, we appreciate there could be factors beyond our control such as registration of projects to a registry and the retirement process. In the event we have a demand spike whereby all offsets for existing projects are sold prior to new inventory being made available in our system (being assessed, audited, purchased, and retired on the relevant registry), the purchase will be placed on back order and offsets from the same equivalent value and quality of projects will be sourced (subject to passing our strict audit and external review processes) to replace this stock. Upon redirection of the offset funds to the replacement projects, a receipt upon fulfilment of the order will be produced and distributed by email, and the offset registered into the relevant “My CarbonClick” account. We will purchase products to fulfill your order no later than the end of the fiscal month following the month in which your order is purchased through our store.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We have among the best and most thorough processes in the world to ensure high transparency and high quality offsets. However, we do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 5 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete, so that we can complete your transactions and contact you as needed. If we need to contact you, we may do so by email or by posting a notice on the website. You agree that this satisfies all legal requirements in relation to written communications

SECTION 6 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 7 – INTELLECTUAL PROPERTY

We (and our licensors) own all proprietary and intellectual property rights in the website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and all underlying systems including any network, system, software, data or material that underlies or is connected to the website. You agree not to reverse engineer, decompile, distribute, license, sell, resell, exploit, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms of Use, without express written permission by us. We do not grant you any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Confidential Information”).

You must obtain our written permission to establish a link to our website. If you wish to do so, email your request to [email protected]

You retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by you to CarbonClick in connection with your use of our Services and (b) reports and other materials generated by our Services following such transmission, provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non- exclusive license to use (i) data generated as a result of your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing you with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding your use of our Services compiled by us.

Our graphics, logos, designs, page headers, button icons, scripts and service names are either registered trademarks, trademarks or trade dress of CarbonClick. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in

connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

You shall retain all right, title and interest in and to all of your logos, promotional graphics and related marketing designs, provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use such materials, as well as your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy.

SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any loss in connection with: a the website being unavailable (in whole or in part) or performing slowly; b any error in, or omission from, any information made available through the website; c any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Website protects you from this; and d any site linked from the website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

We make no representation or warranty that the website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the website is not illegal or prohibited, and for your own compliance with applicable local laws. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited to NZD100.

To the maximum extent permitted by law and only to the extent previous paragraphs in these Terms do not apply, our total liability to you under or in connection with these Terms, or in connection with the website, or your access and use of (or inability to access or use) the website, must not exceed NZD100.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless CarbonClick and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgement you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. For us to waive a right under these Terms, the waiver must be in writing. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Website that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and must be interpreted in accordance with the laws of New Zealand.

Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms of Service or the website.

SECTION 19 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

 

SECTION 20 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at [email protected]

These Terms were last updated on 15th January 2020.

REFUND POLICY

Our highest priority is to save the planet. The second most important priority is your satisfaction. We provide a 7 day cooling off period with every purchase. If you would like to cancel your order within this period, then please contact us at [email protected], explaining the reason for the refund request/cancellation request. We may offer you the choice of a 100% refund or a replacement of the item you have an issue with.

Our returns policy does not affect your statutory rights.

For Shopify merchants using the CarbonClick plugin, your customers orders that are cancelled or refunded will automatically get reversed on your next CarbonClick invoice.