TERMS OF SERVICE 

Last Update: 14 December 2023 

Welcome! NettZero provides environmental sustainability, social sustainability, and governance policy reporting solutions and other related services (each a “Service”) that can be managed through www.NettZero.com.au and its subdomains, including NettZero.communic8.com, altogether, the “Platform”. 

NettZero Pty Ltd (ABN 52 127 569 340) (“we,” “our,” or “us”) owns the Platform. 

These Terms of Service (“Terms”) govern the use of the Platform by any person who accesses and uses it for any reason (“you” or “your”). 

These Terms, together with our Privacy Policy, form a legally binding agreement between you and us. Please carefully read the Terms because they affect your rights and obligations under the law. By using the Platform, you confirm that you understand and agree with the Terms and our applicable terms and policies. If you do not agree, you may not use the Platform. 

You are a Customer if we entered into a separate proposal, fee proposal, work order, purchase order, or another agreement (“Agreement”) with your company, organisation, or entity so that you may use the Platform. In case of any irreconcilable conflict, the Agreement will prevail.  

For the avoidance of doubt, any subsequent terms provided by a Customer are excluded, and any acceptance or counteroffer by a Customer of these Terms will be deemed to be an acceptance of these Terms. These Terms will apply to any variations to the scope of any Services which may be agreed by the Parties or ordered by the Customer in writing. A Customer will be deemed to have accepted these Terms when a Customer signs the Agreement (where indicated) or we commence the Services at the written request of the Customer. 

1. CUSTOMER’S COMMISSIONED USERS AND PERMISSIONS 

1.1 If you are a Customer, to the extent provided in the Agreement, you may commission your employees, service providers, contractors, and other users (each a “User”) to have accounts on the Platform (each an “Account”), and we may create an Account for them.

1.2 You may also ask us to grant Administrative Permissions (“Permissions”) to certain Users.

1.3You may also ask us to grant or revoke access, manage permissions, and transfer or assign Accounts.

1.4 You are responsible for your commissioned Users. You agree that should a User breach any part of these Terms or Privacy Policy, you will be together and separately liable with the User for the breach.

1.5You will instruct your Users not to share or allow any other person to use their Accounts, usernames, and passwords. You are responsible for any use of their Accounts, whether or not they have allowed it. You will immediately notify us if you become aware of any unauthorised use of any Account, username, or password.

1.6 You are solely responsible for responding to and resolving any disputes with, among, and between your Users relating to or based on their use of the Platform.

1.7 You are responsible for all costs associated with using the Platform, including internet access, device, equipment, telecommunications, data, and roaming charges. 

2. USER ACCOUNTS

2.1 If you are a User with an Account on the Platform, your Account was commissioned by the Customer, a company, entity, or organisation of which you are an employee, franchisee, service provider, or contractor. 

2.2 You may use your Account to the extent commissioned by the Customer and allowed under these Terms. 

2.3 You may use your Account until the Customer or we deny, limit, or revoke it, or until the Agreement expires or terminates, whichever comes first. 

2.4 You are responsible for securing your Account username and password. You will not share them with any other person. You will not allow any other person to use your Account. You are responsible for any use of your Account, whether or not you have allowed such use. You will immediately notify the Customer or us if you become aware of any unauthorised use of your Account, username, or password. 

2.5 You warrant that: 

2.5.1 you are commissioned by the Customer to have an Account;  

2.5.2 your Account information is true, correct, and updated; 

2.5.3 you will promptly update your Account information whenever necessary; and 

2.5.4 you are at least the age of majority and competent to enter and perform legal agreements. 

2.6 The Customer or we may deny, limit, or revoke any Account of any person if: 

2.6.1 The person is not authorised to have an Account; 

2.6.2 The email used by the person to register cannot be verified; 

2.6.3 Any information provided by the person is not true, accurate, or updated; or 

2.6.4 We determine any other reasonable cause for the denial, limitation, or revocation. 

2.7 You will be liable for your breach of any part of these Terms and/or Privacy Policy. 

 

3. CUSTOMER CONTENT

3.1 Definition. “Customer Content includes, but is not limited to, campaigns, images, videos, documents, organisations, names, codes, recipients, recipient groups, reports, addresses, phone numbers, fax numbers, messages, training information, rosters, images, texts, and other content that you, the Customer, and your Users, or you or you User authorise us to, use, disclose, store, or submit into the Platform. Access to the Customer Content is subject to the Terms and our applicable terms and policies, as well as payment of the applicable fees and charges.

3.2 Ownership. You, the Customer, own all Customer Content that you and your Users use, disclose, upload, store or submit into the Platform. As the Customer, you may grant and manage Permissions to your Users, which may result in the access, use, disclosure, modification, or deletion of some or all Customer Content. 

3.3 Warranties. You warrant that:

3.3.1 Your Users are fully entitled and authorised to upload, input, transfer, and disclose any Customer Content on the Platform;

3.3.2 The use of any Customer Content on the Platform will not violate any applicable law or right of any person; and

3.3.3 The collection, storage, and disclosure of any Customer Content on the Platform will not violate any applicable law or right of any person. 

3.4 Responsibilities. You are responsible for the accuracy, legality, quality, and for obtaining any permissions, licences, rights, and authorisations necessary to use, store, transmit and disclose any Customer Content, whether to be shared with your Users or privately posted within your own Account, and whether you, the Customer, and your User, or you or your User authorised us to, use, disclose, store, or submit your Customer Content into the Platform. You are solely responsible for: 

3.4.1 Informing your Users of your relevant policies and practices and any settings that may impact the processing of any Customer Content;

3.4.2 Obtaining any rights, permissions, or consents from your Users that are necessary for the lawful use of any Customer Content on the Platform;  

3.4.3 Ensuring that the transfer and processing of any Customer Content is lawful and consistent with the Agreement and applicable laws;

3.4.4 Responding to and resolving any dispute with, among, and between your Users relating to or based on the Customer Content on the Platform, or your failure to fulfil these obligations; and  

3.4.4 The access, use, disclosure, modification, or deletion of some or all Customer Content by your Users. 

3.5 Update, Correction, or Deletion. You acknowledge and agree that we reserve the right, in our sole discretion, but we do not assume the obligation to reject, move, edit, delete, or remove any Customer Content that is contributed to the Platform, consistent with applicable law. If you want to update, move, edit, delete, or remove any Customer Content that you or your User authorised us to use, disclose, store, or submit into the Platform, please contact us. 

3.6 Indemnification. You agree to indemnify us in respect of any loss and damage that we or any of our suppliers incur in respect of any claim that any of your Customer Content is lost, unavailable, or corrupted, or the transmission, storage, disclosure, or access to any of your Customer Content infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard. 

3.7 No Guarantees. Except in respect of any Non-Excludable Guarantees, we are not responsible for any loss, corruption, or hacking of any Customer Content. A Non-Excludable Guarantee is a liability that is prohibited from being excluded under the Australian Consumer Law (Competition and Consumer Act 2010 (Cth) as amended). 

3.8 Licence. You licence us to use the Customer Content within the Platform. You grant us a royalty-free, worldwide licence to display, host, copy, and use the Customer Content solely to the extent necessary to provide the Platform and Services to you. 

3.9 Hosting of Customer Content. Unless we expressly agree in writing, we and/or our suppliers may host the Platform and Customer Content on hardware or infrastructure located in or outside Australia. We may not own or operate the hardware and infrastructure upon which the Platform and Customer Content are hosted. For more information about how we store your Customer Content, please see our Privacy Policy. For the complete list of potential regions and countries where your Customer Content may be stored and transferred to or from, please see the AWS Global Infrastructure list of regions and availability zones here:  https://aws.amazon.com/about-aws/global-infrastructure/. 

 

4. OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Definition. “Intellectual Property Rightsmeans all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights. 

4.2 Our Platform. Except in respect of the Customer Content, we own all Intellectual Property Rights on the Platform. We exclusively own (i) all rights, titles, and interests in the Platform, including all updates, improvements, modifications, and enhancements to the Platform, (ii) all software used within the Platform, and (iii) all Intellectual Property Rights therein. Other than the rights temporarily granted pursuant to the Terms, you, the Customer, and your Users have no rights in the Platform or in its modification or enhancement. The Terms and our applicable terms and policies do not transfer or assign any of our rights, titles, and interests in the Platform to you or your Users.  

4.3 Our Intellectual Property Rights. You, the Customer, and your Users agree not to take any step to invalidate or prejudice our or our licensors’ Intellectual Property Rights. Without limiting the foregoing, you and your Users will not register any security interest or purchase money security interest on the Personal Property Securities Register under the Personal Property Securities Act 2009 (Cth) or otherwise encumber or charge the Customer Content or your or your Users’ rights to use the Platform. 

 

 

5. ACCEPTABLE USE

5.1 You must use the Platform for lawful purposes only. You agree to always act appropriately when using the Platform.  

5.2 Any action by any user that infringes on another user’s right to use and enjoy the Platform is prohibited. We reserve the right, but do not assume any obligation, to monitor your online conduct to enforce this policy. We may suspend or terminate any Customer and User Account where we see behaviour, activity, content, or other factors that violate these Terms, or which would otherwise cause us any loss and/or damage. 

5.3 You may use the Platform for the purpose of availing the Services. 

5.4 You may use the Platform solely in its original form. 

5.5 You may use the Platform solely as an end user. The Platform is for your own use and must not be used by others or for marketing or redistribution, whether alone or as a component of any other product. 

 

6. RESTRICTIONS

6.1 You may not modify, adapt, translate, rent, lease, loan, sub-license, market, sell, distribute, transfer, or create any derivative work based upon any part of the Platform. 

6.2 You may not decompile, reverse engineer, disassemble, or otherwise reduce the Platform to a humanly perceivable form or attempt to derive the source code of the Platform or any part thereof.  

6.3 Notwithstanding anything else contained in these Terms, you may not use the Platform to enable, support, or otherwise facilitate or help you or a third party to develop any product, platform, or service competitive with the Platform or any of our other products and services. 

 

7. PROHIBITED ACTIVITY 

You may not (or attempt to) use the Platform for any of the following: 

7.1 violating any or all legal rights of any person or company or other entity in any jurisdiction; 

7.2 sending, accessing, or making available communications or content that contains abusive or objectionable language, that defames or libels others, or that is illegal or obscene; 

7.3 sending any form of pornography/sexually explicit content; 

7.4 committing crimes; 

7.5 breaching any laws, including laws for the protection of copyright, trade secrets, patents, or other intellectual property; against installation or distribution of “pirated” software or otherwise; and the Privacy Act 1988 (Cth), or any other applicable data protection laws. 

7.6 exporting software, technical information, encryption software, or technology; 

7.7 violating any domestic export control laws; 

7.8 introducing malicious programs into our network, computer, or servers (e.g., viruses, worms, Trojan horses, e-mail bombs); 

7.9 actively procuring or transmitting material that is in violation of sexual harassment or workplace relations laws; 

7.10 making fraudulent offers of goods or services; 

7.11 carrying out security breaches or disruptions of network communication; Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access, or corrupting any data, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes; 

7.12 executing any form of network monitoring that will intercept data not intended for you; 

7.13 circumventing user authentication or security of any of our hosts, networks, or accounts or those of our customers or suppliers; 

7.14 interfering with or denying service to anyone; 

7.15 using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform; 

7.16 sending unsolicited email messages through or to users of the Platform in breach of spam laws that apply to your messages, including the Spam Act 2003 (Cth); 

7.17 creating or forwarding “chain letters”, “Ponzi” or other “pyramid” schemes of any type; and 

7.18 hosting images or content for any purpose other than for the sending of communications. 

 

8. WEBSITE AVAILABILITY 

8.1 We use Communic8 to make the Platform available to you. The availability of the Platform is subject to limitations, such as bandwidth, database size, throughput, and other technical and non-technical restrictions. The availability of the Platform may also be affected by any planned or unplanned maintenance by our hosting providers or us. 

8.2 The accessibility and use of the Platform are also highly dependent on the internet and any other computer and telecommunications networks and infrastructure upon which they operate, interface, or connect. You agree and acknowledge that we are not responsible for any interruption on the Platform caused by the improper functions of these networks and infrastructure. 

8.3 Except in respect of any Non-Excludable Guarantees, we do not guarantee that the use or access of the Platform will be uninterrupted or error-free. You, the Customer, and your Users release and indemnify us in respect of any loss and damage that we may incur and/or claims and/or complaints you or your customers may have against us in respect of any interruption, error, or unavailability of the Platform. 

 

9. SECURITY

9.1 The transmission of information over the Internet is not completely secure or error free. 

9.2 Emails to/from the Platform may undergo email filtering and virus scanning, including by third party contractors. We do not warrant that such filters and scans will be effective in removing viruses or other potentially harmful code. 

 

10. LIMITATION OF LIABILITY 

10.1 We make no representations or warranties of any kind relating to the Platform, whether express or implied, and including whether the Platform will be suitable or fit for particular or intended purposes.  The Platform is provided on an “as is” and “as available” basis. 

10.2 Except in respect of any Non-Excludable Guarantees, all conditions, warranties, and guarantees implied in the Terms are excluded, to the extent possible by law. To the maximum extent permitted by law, we will not be liable to any person or entity for any direct, indirect, consequential, or other loss or damage (however caused, including due to negligence) which may arise out of, or in connection with, the use of the Platform or the use or reliance on information, including any publication or media release, contained on, or linked to from the Platform. We do not provide any warranty in relation to your use of the Platform or as to the currency, completeness or accuracy of the information contained on the Platform. 

10.3 If any law implies a condition or warranty into these Terms which cannot lawfully be excluded then, to the maximum extent permitted by law, our liability for any breach of such implied term will be limited to the supply of the relevant service again or the payment of the cost of having that service re-supplied. 

 

11. HYPERLINKS AND THIRD-PARTY SITES 

11.1 The Platform may contain hyperlinks to third-party websites and platforms. We do not represent, recommend, or endorse those third-party websites and platforms, or their content and services. To the extent possible by law, we are not liable for any indirect, special, or consequential loss or damage arising from your or your Users’ use of the third-party websites and platforms, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data. 

 

12. THIRD-PARTY CLAIMS

9.1 The transmission of information over the Internet is not completely secure or error free. 

9.2 Emails to/from the Platform may undergo email filtering and virus scanning, including by third party contractors. We do not warrant that such filters and scans will be effective in removing viruses or other potentially harmful code. 

 

13. INFORMATION ON THE WEBSITE 

13.1 The information on the Platform is not professional advice. You and your Users will seek all appropriate financial, legal, and other advice as applicable before relying on any information on the Platform. Except in respect of any Non-Excludable Guarantees, we do not represent that the information on the Platform is accurate, correct, up-to-date, or error-free. 

14. CONDUCT OF OTHER USERS 

14.1 We are not responsible for the conduct of any user on the Platform. 

14.2 We are not a party to any transaction for the supply of goods or services advertised by any user on the Platform. Before entering into any transaction with any user of the Platform, you and your Users should carefully consider the applicable terms and conditions applicable to the transaction, obtain all appropriate advice and take all appropriate precautions. 

14.3 Any dispute that you or any of your Users have with another user of our Platform is between you or your User and the other user. You release us from any claims that you may otherwise have against us in relation to any conduct of any user of our Platform and in respect of any content uploaded by or on behalf of any user into the Platform. 

14.4 We do not check, review, or moderate content entered or uploaded by any user into the Platform. 

14.5 If you believe that a user has breached these Terms, please contact us. 

14.6 If we become aware of content that breaches these Terms, we will remove the content and send an email to the person who uploaded or entered it explaining why it was removed. 

 

15. DATA PRIVACY 

15.1 By using the Platform, you confirm that you agree with our Privacy Policy, which governs the processing of your Personal Information as defined in the Privacy Act 1988 (Cth). 

16. FEEDBACK

16.1 You and your Users may send, upload, or post suggestions, comments, or requests (each a “Feedback“) to us. Effectively and upon providing any Feedback, it becomes our sole and exclusive property, and you and your Users assign to us all Intellectual Property Rights, including Moral Rights, in the Feedback, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. 

17. CHANGES TO THESE TERMS 

17.1 We may change and update the Terms from time to time. If we do, we will post the latest change date on this page. We will also notify you of the amendments in writing or via email. By using the Platform after the change date, you confirm that you understand and agree to the amended Terms.  

18. TERMINATION

18.1 We may terminate your use of the free parts of the Platform at any time. 

18.2 We may suspend or terminate your use of the Platform and/or cease providing you with all or part of the Services: 

18.2.1 if you breach any material term or condition of the Terms; or 

18.2.2 in accordance with the Agreement. 

18.3 If you wish to terminate your Account for any reason, please contact us. 

18.4 We may take down the Platform, in whole or in part, at any time without notice, where reasonably necessary to protect our legitimate commercial interests. 

18.5 Any termination will not affect any accrued rights of any party. Any termination will not relieve any previously incurred obligation. 

 

19. NOTICES

19.1 Any notices pursuant to the Terms shall be in writing and sent by email. 

19.2 Any notice issued via email shall be deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt, or upon receipt of confirmation from the recipient that the recipient received the email. 

19.3 You may send us notices to our contact details. 

19.4 We may send you notices to the contact information in your Account. 

19.5 We may send you email or other electronic messages concerning your Account and the Platform from time to time. 

 

20. INTERPRETATION OF THIS CONTRACT 

20.1 Headings do not affect the interpretation of the Terms. 

20.2 The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the party preparing the contract, is waived by the parties. 

20.3 A reference to a statute or regulation includes amendments thereto. 

20.4 A reference to a clause, subclause, or paragraph is a reference to a clause, subclause, or paragraph of the Terms. 

20.5 A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made. 

20.6 A reference to time is to time in Sydney, New South Wales, Australia. 

20.7 A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity. 

20.8 The words “includes,” “including,” and similar expressions are not words of limitation. 

 

21. GENERAL

21.1 Entire Agreement. The Terms and our terms and policies that are expressly referenced here constitute the entire agreement between you and us and, to the extent possible by law, supersede all prior understandings, representations, arrangements, and agreements between you and us regarding its subject matter. 

21.2 Assignment. You may not assign, transfer, licence, or novate your rights or obligations under the Terms without our prior written consentWe may assign, transfer, licence, or novate our rights or obligations under the Terms at any time, subject to our Privacy Policy. 

21.3 Severability. If any part of the Terms is held invalid by a court of competent jurisdiction, the remainder shall remain enforceable. 

21.4 Relationship. We are independent contracting parties. The Terms and our applicable terms and policies do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise between you and us. 

21.5 Jurisdiction and Venue. The Terms will be interpreted in accordance with the laws of Sydney, New South Wales, Australia. You and we irrevocably submit to the non-exclusive jurisdiction of the courts in Sydney, New South Wales, Australia. 

 

22. CONTACT US

22.1 If you have any questions about these Terms or the Platform, or wish to make a complaint, please contact us at NettZero Pty Ltd (ABN 52 127 569 340), Level 7/1 Margaret St, Sydney NSW 2000, info@nettzero.com.au.