Legal · Terms and Conditions
Terms and Conditions
Our Terms of Business for advisory services, climate reporting services, carbon credit retirement and Platform use. Version 3.0, effective 26 October 2026.
terms at a glance
operator
Australian Carbon Reduction Collective Pty Ltd
ACRC
covers
advisory, reporting, retirement and Platform
5 Parts
clauses
clauses in these Terms
52
law
governed by the laws of Tasmania
TAS
Read together with our Privacy Policy
clauses
- About these Terms
- Part A: General Terms
- 1. Definitions and interpretation
- 2. How these Terms apply
- 3. Changes to these Terms
- 4. Our Services
- 5. Your responsibilities
- 6. Fees, invoicing and payment
- 7. Intellectual property
- 8. Confidentiality
- 9. Use of Client Data, technology and subcontractors
- 10. Nature of our Services
- 11. No guarantee of outcome
- 12. Limitation of liability
- 13. Indemnities
- 14. Use of Deliverables and third parties
- 15. Termination and suspension
- 16. Dispute resolution
- 17. Force majeure
- 18. Ethical standards and sustainability
- 19. Privacy
- 20. General
- Part B: Mandatory Climate Reporting Services
- 21. Application of this Part
- 22. Responsibility for the Sustainability Report
- 23. Our role, independence and assurance
- 24. Estimates, judgements and modified liability
- 25. Timetable and statutory deadlines
- 26. Publication and third-party reliance
- 27. Liability for Mandatory Climate Reporting Services
- 28. Client indemnity for reporting claims
- 29. Payment terms for Mandatory Climate Reporting Services
- 30. Multi-year engagements and regulatory change
- Part C: Voluntary Carbon Accounting Services
- 31. Application of this Part
- 32. Use of Voluntary Deliverables in statutory reporting
- 33. Environmental and climate claims
- 34. Carbon credits and certification schemes
- 35. Liability for Voluntary Carbon Accounting Services
- Part D: Platform Terms
- 36. Accounts
- 37. Subscriptions and Platform Fees
- 38. Acceptable use
- 39. User Content
- 40. Platform outputs
- 41. Carbon Credits and Projects
- 42. Branded Badges
- 43. Platform availability and third-party links
- 44. Ending your subscription
- 45. Communications and feedback
- Part E: Carbon Credit Retirement Services
- 46. Application of this Part
- 47. Carbonhalo acts as principal: no Carbon Credits are sold to you
- 48. Retirement Fees and payment
- 49. Retirement and Retirement Confirmation
- 50. Factual information only: no financial product advice
- 51. Project integrity and your claims
- 52. Liability for Carbon Credit Retirement Services
About these Terms
Advisory services, climate reporting services, carbon credit retirement and Platform use
Australian Carbon Reduction Collective Pty Ltd ACN 658 614 058 trading as Carbonhalo | Version 3.0
Effective 26 October 2026
Carbonhalo is a business owned by Australian Carbon Reduction Collective Pty Ltd ACN 658 614 058 (Carbonhalo, we, us, our). These Terms of Business (Terms) apply to all services we provide and to the use of our online platform. They replace our Terms and Conditions (July 2025) and our Terms and Conditions for Services (October 2024).
These Terms are in five Parts:
- Part A: General Terms apply to every Engagement and to Platform use.
- Part B: Mandatory Climate Reporting Services apply in addition where our Services support a sustainability report under Chapter 2M of the Corporations Act 2001 (Cth) and AASB S2.
- Part C: Voluntary Carbon Accounting Services apply in addition where we prepare carbon accounts or related work outside any statutory reporting framework.
- Part D: Platform Terms apply in addition to use of the Carbonhalo Platform.
- Part E: Carbon Credit Retirement Services apply whenever we retire carbon credits and attribute the retirement to you.
Part A: General Terms
1. Definitions and interpretation
1.1 In these Terms:
AASB S2 means AASB S2 Climate-related Disclosures issued by the Australian Accounting Standards Board, as amended or replaced.
ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Agreement means, for each Engagement or Platform subscription, the Proposal (if any) and these Terms.
Business Day means a day other than a Saturday, Sunday or public holiday in Hobart, Tasmania.
Carbon Credit Retirement Services has the meaning in clause 46.1.
Carbon Credits has the meaning in clause 46.2.
Carbonhalo Materials means our methodologies, tools, templates, models, calculation engines, know-how, training materials and the Platform, and anything we develop independently of an Engagement.
Client, you or your means the person or entity that accepts a Proposal, registers for an Account or otherwise engages us.
Client Data means data, documents and information provided by or on behalf of the Client (including by its personnel, suppliers, auditors and other advisers) for the purposes of the Services.
Confidential Information has the meaning in clause 8.1.
Corporations Act means the Corporations Act 2001 (Cth).
Deliverables means reports, calculations, emissions inventories, models, draft disclosures, advice, presentations and other material we provide to the Client as part of the Services.
Engagement means an engagement of Carbonhalo to provide Services under a Proposal.
Fees means the fees for the Services or the Platform set out in a Proposal or on the Platform, together with any approved expenses.
Mandatory Climate Reporting Services has the meaning in clause 21.1.
Platform means Carbonhalo’s online platform at carbonhalo.com and any associated software and applications.
Proposal means a proposal, engagement letter, statement of work or quote issued by us, which is accepted when the Client signs it, confirms acceptance in writing (including by email or purchase order) or instructs us to begin work.
Services means the services we provide under an Engagement and, where the context allows, access to the Platform.
Sustainability Report means a sustainability report (including climate statements and notes) prepared under Chapter 2M of the Corporations Act and AASB S2, whether the Client is required to prepare it or prepares it voluntarily.
Voluntary Carbon Accounting Services has the meaning in clause 31.1.
1.2 Headings are for convenience only. The words “including” and “for example” do not limit what else may be included. A reference to legislation, a standard or guidance includes it as amended or replaced.
2. How these Terms apply
2.1 These Terms apply to each Engagement and to use of the Platform. Each Engagement is a separate Agreement.
2.2 By accepting a Proposal, registering for an Account or using the Services, you agree to these Terms.
2.3 Each Proposal will state whether the Services are Mandatory Climate Reporting Services, Voluntary Carbon Accounting Services, Carbon Credit Retirement Services, or a combination. If a Proposal does not say, Services that are intended to be used in, or to support the preparation or assurance of, a Sustainability Report are Mandatory Climate Reporting Services, any retirement of Carbon Credits is a Carbon Credit Retirement Service, and all other Services are Voluntary Carbon Accounting Services.
2.4 If there is any inconsistency, the following order of precedence applies: (a) Part E of these Terms; (b) special conditions in a Proposal that expressly state that they override these Terms (other than Part E); (c) Part B, C or D of these Terms (as applicable); (d) Part A of these Terms; and (e) the rest of the Proposal. Nothing in a Proposal, invoice, quote, Platform content or other communication varies Part E.
2.5 Terms in a Client purchase order, supplier portal, vendor registration or similar document do not apply to an Engagement unless an authorised Carbonhalo director agrees in writing that they apply. Where they are agreed to apply, these Terms prevail unless the agreed document expressly states otherwise.
3. Changes to these Terms
3.1 We may update these Terms from time to time by publishing a new version on our website. An updated version applies to Engagements accepted, and Platform subscription periods starting, after it is published.
3.2 For Platform subscriptions, if a change materially and adversely affects you, we will give you at least 30 days’ notice. You may then end your subscription before the change takes effect, without penalty, and we will refund any prepaid Platform Fees for the unused period.
4. Our Services
4.1 We will provide the Services described in the Proposal with due care, skill and diligence, and consistently with the professional standards and practice generally applying to providers of similar services at the time.
4.2 Any change to the scope of the Services must be agreed in writing (email is sufficient). Before we carry out additional work, we will give you a revised estimate of the Fees (if required) and timing.
4.3 We may use our employees, contractors and specialist subcontractors to deliver the Services. We remain responsible for Services they perform for us.
4.4 Timeframes in a Proposal are estimates that assume you meet your obligations under clause 5. We will tell you promptly if we become aware of anything likely to materially affect timing.
5. Your responsibilities
5.1 You must:
(a) provide complete, accurate and timely information, data, documents, access and decisions that we reasonably require;
(b) nominate a representative with authority to make decisions and give instructions on your behalf;
(c) make your personnel, and use reasonable efforts to make your suppliers and advisers, reasonably available to us;
(d) review draft Deliverables and provide feedback within the agreed timeframes; and
(e) tell us promptly of anything that may affect the Services, including changes to your business, group structure, financial year or reporting obligations.
5.2 You warrant that Client Data is accurate, complete and not misleading in any material respect, and that you have all rights and consents (including under the Privacy Act 1988 (Cth)) needed to provide Client Data to us for the Services.
5.3 We rely on Client Data without independent verification unless the Proposal expressly includes verification. We are not liable for any loss to the extent it results from Client Data being inaccurate, incomplete or misleading, or from your failure to comply with clause 5.1, unless we actually knew the Client Data was inaccurate and did not tell you.
5.4 If Client Data proves to be inaccurate or incomplete, we may revise, qualify or withdraw affected Deliverables. Additional work required as a result is a change in scope under clause 4.2.
5.5 Where you review and approve a Deliverable, your approval confirms that you are satisfied the Deliverable reflects the Client Data and your decisions, judgements and instructions.
6. Fees, invoicing and payment
6.1 Fees are set out in the Proposal or on the Platform. Unless stated otherwise, Fees are in Australian dollars and exclude GST. Where GST applies, we will add it to our invoices and issue a valid tax invoice.
6.2 The Proposal will detail the invoicing schedule. This could be: (a) invoice in full on acceptance of the Proposal; and (b) for multi-year Proposals, invoice in full on each anniversary of acceptance; or (c) invoice on a monthly basis for the term of the proposal (as detailed in the proposal).
6.3 Unless the Proposal states otherwise, invoices are payable:
(a) for Mandatory Climate Reporting Services: within 30 days of the invoice date (see clause 29);
(b) for Voluntary Carbon Accounting Services: within 30 days of the invoice date;
(c) for Platform subscriptions: in advance, as set out in clause 37; and
(d) for Carbon Credit Retirement Services: in full before retirement, as set out in clause 48.
6.4 Invoices may be paid by electronic funds transfer (quoting the invoice number) or by credit card through our payment provider. If you need a purchase order number on our invoices, you must give it to us before we invoice. A delay in providing a purchase order does not extend the due date.
6.5 Expenses (such as travel) are payable only where they are set out in the Proposal or you approve them in advance.
6.6 If an invoice that is not genuinely disputed remains unpaid after its due date, we may give you written notice. If it remains unpaid 7 days after that notice, we may suspend the Services or your access to the Platform until it is paid. Agreed timeframes are extended by the period of suspension, and we are not responsible for any missed deadline (including a statutory deadline) caused by a suspension under this clause.
6.7 If you dispute an invoice in good faith, you must tell us in writing within 14 days of the invoice date, with reasons, and pay any undisputed amount by the due date. The parties will then resolve the dispute under clause 16.
6.8 For multi-year Proposals, Fees for later years are as stated in the Proposal, subject to clause 30. For new Engagements, we may change our Fees at any time.
6.9 Fees are non-refundable except as stated in these Terms or required by law.
7. Intellectual property
7.1 We (or our licensors) retain all intellectual property rights in the Carbonhalo Materials. Nothing in an Agreement transfers ownership of Carbonhalo Materials to you.
7.2 You retain all rights in Client Data. You grant us a non-exclusive, royalty-free licence to use Client Data to provide the Services and as permitted by clause 9.
7.3 Subject to payment of the relevant Fees, we grant you a non-exclusive, perpetual, royalty-free licence to use, copy and adapt the Deliverables (including Carbonhalo Materials embedded in them) for your own internal purposes and your own reporting, including in your published reports, subject to clauses 14, 26 and 33.
7.4 You must not sell, sub-license or commercially exploit Carbonhalo Materials, or use them to provide services to third parties.
8. Confidentiality
8.1 Confidential Information means information disclosed by one party (Discloser) to the other (Recipient) in connection with an Agreement, in any form and whether or not marked confidential, that would reasonably be understood to be confidential. It includes business plans, financial and pricing information, regulatory and compliance records, internal audit findings, legal advice, emissions data and carbon accounting records, climate risk and strategy information, supplier arrangements, personnel information, and (for Carbonhalo) the Carbonhalo Materials and the terms of our Proposals.
8.2 The Recipient must:
(a) keep the Discloser’s Confidential Information confidential and take reasonable steps (at least the same care it takes with its own similar information) to protect it from unauthorised use or disclosure;
(b) use it only to provide or receive the Services; and
(c) disclose it only to its directors, officers, employees, contractors, insurers and professional advisers who need to know it for that purpose and are bound by confidentiality obligations no less protective than this clause.
8.3 Clause 8.2 does not apply to information that: (a) is or becomes public other than through a breach of this clause; (b) the Recipient already knew, as shown by its written records; (c) the Recipient develops independently; or (d) the Recipient lawfully receives from a third party without a restriction on disclosure.
8.4 The Recipient may disclose Confidential Information to the extent required by law, a court, a regulator (including ASIC) or the listing rules of a securities exchange. Where lawful, the Recipient must give the Discloser prompt notice, cooperate reasonably with any steps it takes to protect the information, and disclose only what is required.
8.5 The Client consents to us disclosing Client Confidential Information to the Client’s auditor or assurance practitioner where reasonably necessary for the Services, or where the Client asks us to.
8.6 On termination of an Engagement, or on request, the Recipient must return or securely destroy the Discloser’s Confidential Information, except that each party may keep copies required by law, professional obligations, insurance requirements or its usual back-up and archival processes. Retained copies remain subject to this clause.
8.7 This clause 8 survives for five years after an Agreement ends, and indefinitely for trade secrets.
9. Use of Client Data, technology and subcontractors
9.1 We will use Client Data only to provide the Services. We will not use Client Data for benchmarking, product development or marketing without your prior written consent, except as permitted by clause 9.2.
9.2 We may use anonymised, aggregated and de-identified insights derived from our work to improve our methodologies, for internal research and for general thought leadership, provided they do not identify you or any individual.
9.3 We will ensure our subcontractors and specialist advisers are bound by confidentiality obligations substantially equivalent to clause 8 before they receive your Confidential Information.
9.4 We may use software, cloud services and AI-enabled tools to help us deliver the Services. Where we do, we will ensure that appropriately qualified Carbonhalo personnel review any AI-assisted output before it forms part of a Deliverable.
9.5 Client Data may be stored or processed by our service providers outside Australia, as described in our Privacy Policy.
10. Nature of our Services
10.1 Our Services are professional advisory, calculation, drafting and software services. Unless a Proposal expressly says otherwise, we do not perform management functions, make decisions for you, or implement or operate your compliance programs.
10.2 Our Services are not, and must not be described as:
(a) an audit, review or other assurance engagement under standards issued by the Auditing and Assurance Standards Board (including ASSA 5000 and ASSA 5010);
(b) legal advice or a legal opinion on whether you comply with any law;
(c) financial product advice, investment advice or credit advice; or
(d) accounting or tax advice.
10.3 You should obtain independent legal, financial, accounting and tax advice where you need it. You retain sole responsibility for decisions you make in connection with the Services, including about your reporting, disclosures and public statements.
10.4 Carbonhalo does not hold an Australian financial services licence and does not carry on a financial services business. We do not provide financial product advice, deal in financial products on your behalf, arrange for you to acquire or dispose of financial products, operate a managed investment scheme or provide custodial services. Part E explains how this applies to Carbon Credits.
11. No guarantee of outcome
11.1 We do not guarantee that the Services will result in you complying with any law or standard, receiving any particular audit or assurance conclusion, obtaining any certification, or satisfying any regulator, investor, customer or other third party.
11.2 Our advice reflects laws, standards and regulatory guidance as at the date we deliver it. We are not required to update Deliverables for later changes unless you engage us to do so.
11.3 We have no control over the methods, decisions or findings of your auditor, assurance practitioner, a regulator or any other third party. An adverse finding is not of itself evidence that we have breached an Agreement or been negligent. Where a finding relates to an error in our Services, we will correct the affected Deliverables at no additional cost, in accordance with clause 12.4.
11.4 Greenhouse gas accounting and climate-related analysis involve estimates, emission factors, assumptions, third-party data and professional judgement. Results are estimates and may change as data, methodologies and factors are updated.
12. Limitation of liability
12.1 This clause 12 applies to all Services. For Mandatory Climate Reporting Services, it applies as modified by clause 27.
12.2 Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with an Engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid or payable under that Engagement in the 12 months before the event giving rise to the first claim.
12.3 One cap for all claims. The cap in clause 12.2 applies to all claims arising out of or in connection with an Engagement in aggregate, regardless of the number of claims, claimants (including your related bodies corporate) or causes of action.
12.4 Remedy. Where a claim relates to Services that can be performed again, our liability is limited, at our option, to re-performing the affected Services or refunding the Fees paid for them. This clause does not increase the cap in clause 12.2.
12.5 Excluded loss. To the maximum extent permitted by law, neither party is liable to the other for: loss of profit, revenue, savings, business, contracts or opportunity; loss of goodwill or reputation; loss or corruption of data; or any indirect, special, punitive or consequential loss, however caused. This clause does not limit your obligation to pay Fees or your liability under clause 13 or 28.
12.6 Fines and penalties. To the maximum extent permitted by law, we are not liable for any fine, penalty, infringement notice or other sanction imposed on you or your officers by a court, regulator or other authority, whether or not it relates to a matter on which we advised.
12.7 Contribution. Our liability is reduced to the extent that you, or a third party for whom we are not responsible, caused or contributed to the loss, including by providing inaccurate or incomplete Client Data or by not following our recommendations. Nothing in these Terms excludes the operation of proportionate liability legislation.
12.8 Mitigation and opportunity to remedy. You must take reasonable steps to mitigate any loss, notify us promptly of any matter that may give rise to a claim, and give us a reasonable opportunity to remedy any deficiency in the Services before starting formal proceedings.
12.9 Time limit. Any claim against us must be notified in writing within two years after you became aware (or ought reasonably to have become aware) of the facts giving rise to it, and in any event within three years after the relevant Services were delivered.
12.10 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the ACL that cannot lawfully be excluded or limited. Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a consumer guarantee (other than a guarantee under sections 51 to 53 of the ACL) is limited, at our option, to supplying the services again or paying the cost of having them supplied again, as permitted by section 64A of the ACL.
12.11 Exceptions. Clauses 12.2 to 12.9 do not limit our liability for: (a) fraud or dishonesty; (b) wilful misconduct; (c) death or personal injury caused by our negligence; or (d) any liability that cannot be limited or excluded by law.
12.12 Our personnel. You must not bring any claim personally against any of our directors, employees or contractors in connection with the Services. We hold the benefit of this clause for them. This clause does not apply to fraud or dishonesty by that person.
13. Indemnities
13.1 You indemnify us and our personnel against all losses, liabilities and reasonable legal costs arising from any third-party claim to the extent it arises from: (a) a breach of your warranty in clause 5.2; or (b) your use, publication or disclosure of Deliverables other than as permitted by these Terms. This indemnity does not apply to the extent the loss is caused by our breach of an Agreement or our negligence.
13.2 Additional indemnities apply under clause 28 (Mandatory Climate Reporting Services) and clause 35.3 (Voluntary Carbon Accounting Services).
13.3 A party seeking to rely on an indemnity must notify the other party promptly of the claim, must not settle it without the other party’s consent (not to be unreasonably withheld), and must give reasonable assistance in defending it.
14. Use of Deliverables and third parties
14.1 Deliverables are prepared for your sole use and benefit, for the purpose of the Engagement. We do not owe any duty of care to, and accept no responsibility or liability to, any person other than you.
14.2 You must not state or imply that Carbonhalo has prepared, audited, assured, verified, certified or endorsed any of your reports, disclosures or claims, or use our name or logo in a public document, without our prior written consent or unless such claims are made in your reports by Carbonhalo.
15. Termination and suspension
15.1 You may terminate an Engagement for convenience by giving us 30 days’ written notice.
15.2 Either party may terminate an Agreement immediately by written notice if the other party: (a) materially breaches the Agreement and does not remedy the breach within 14 days after receiving written notice of it; or (b) becomes insolvent, enters administration or liquidation, or has a receiver appointed.
15.3 We may suspend or terminate an Engagement by written notice if we reasonably consider that continuing would require us to act unlawfully or contrary to professional standards, or to support a statement or claim we reasonably consider to be misleading.
15.4 On termination of an Engagement:
(a) you must pay for Services performed and approved expenses incurred up to the termination date;
(b) Fees you have already paid are not refunded, except where you terminate under clause 15.2 or we terminate under clause 15.3 (other than because of your conduct), in which case we will refund Fees paid for Services not yet performed; and
(c) on payment of amounts due, we will provide you with all work completed up to the termination date.
15.5 Clauses 5.2, 5.3, 6, 7, 8, 12, 13, 14, 16, 20, Part E, and Parts B and C (to the extent they deal with liability, indemnities, publication or third parties) survive termination. Termination does not reverse or entitle you to a refund for any Carbon Credit retirement already completed.
16. Dispute resolution
16.1 A party must not start court proceedings about a dispute arising out of or in connection with an Agreement unless it has complied with this clause 16, except to seek urgent interlocutory relief.
16.2 A party claiming a dispute must give the other party written notice of the dispute with reasonable details. Senior representatives of each party must meet (in person or online) within 10 Business Days after the notice and try in good faith to resolve it.
16.3 If the dispute is not resolved within 20 Business Days after the notice, either party may refer it to mediation administered by the Resolution Institute under its mediation rules, or by a mediator the parties agree. Mediation will take place in Hobart or online. Each party bears its own costs and shares the mediator’s costs equally.
16.4 If the dispute is not resolved within 30 days after referral to mediation, either party may start proceedings.
16.5 Each party must continue to perform its obligations while a dispute is being resolved.
17. Force majeure
17.1 Neither party is liable for delay or failure to perform an obligation (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control that was not reasonably foreseeable when the Proposal was accepted, including natural disasters, pandemic, widespread industrial action, cyber attack on third-party infrastructure, or government action.
17.2 The affected party must promptly notify the other party in writing of the event and its expected impact, take reasonable steps to mitigate its effect, and give regular updates. If the event continues for more than 60 days, either party may terminate the affected Engagement by written notice.
18. Ethical standards and sustainability
18.1 In this clause: ABC Laws means anti-bribery and anti-corruption laws relevant to our performance of the Services; Bribe means any undue advantage promised, offered, given, solicited or accepted, directly or indirectly, to improperly influence or reward any action, inaction or decision of a person in their business or official capacity; Modern Slavery has the meaning in the Modern Slavery Act 2018 (Cth) and includes trafficking in persons, slavery, servitude, forced marriage, forced labour, debt bondage, deceptive recruiting and the worst forms of child labour; and Personnel means a party’s directors, officers, employees, agents, contractors and subcontractors.
18.2 We will:
(a) comply, and ensure our Personnel comply, with ABC Laws;
(b) maintain policies and procedures to address Modern Slavery and comply with ABC Laws, and ensure our Personnel do not engage in conduct that would amount to an offence involving Modern Slavery;
(c) keep appropriate records relating to our performance of the Services;
(d) on reasonable notice, give you reasonable assistance (including information and access to our premises and Personnel) to verify compliance with this clause; and
(e) promptly notify you if we discover or suspect any circumstance involving us, our related bodies corporate or Personnel that could amount to a contravention of ABC Laws or Modern Slavery in connection with the Services, and give you updates on request.
18.3 We warrant that, to the best of our knowledge after reasonable enquiry: (a) neither we nor our Personnel have provided or will provide any Bribe; (b) we are not aware of Modern Slavery in our operations or supply chain; (c) neither we nor our Personnel have been convicted of, or are the subject of any investigation or proceedings regarding, an offence involving ABC Laws or Modern Slavery; and (d) information we give you for the purposes of the Modern Slavery Act 2018 (Cth) is true and accurate.
18.4 If you ask, we will give you greenhouse gas emissions information relating to the Services in a transparent and verifiable manner, and we will constructively discuss how we can support any emissions targets you have set.
19. Privacy
19.1 Each party must comply with the Privacy Act 1988 (Cth), to the extent it applies to that party, in relation to personal information handled in connection with an Agreement. We handle personal information in accordance with our Privacy Policy at www.carbonhalo.com/privacy-policy.
19.2 If we become aware of unauthorised access to, or disclosure or loss of, personal information contained in Client Data, we will notify you promptly and cooperate with you in assessing and responding to it, including under the notifiable data breaches scheme.
20. General
20.1 Entire agreement. Each Agreement is the entire agreement between the parties about its subject matter and replaces all earlier representations and understandings.
20.2 Variation. Except as provided in clause 3, an Agreement may only be varied in writing (including by email) by authorised representatives of both parties.
20.3 Assignment. You may not assign or transfer an Agreement without our written consent. We may assign an Agreement to a related body corporate or to a purchaser of our business on written notice to you.
20.4 Relationship. We are an independent contractor. Nothing in an Agreement creates a partnership, joint venture, employment or agency relationship.
20.5 Notices. Notices may be given by email to the address last notified by the other party. For Carbonhalo, notices should be sent to [email protected], with a copy to your engagement lead.
20.6 No waiver. A failure or delay in exercising a right does not waive it.
20.7 Severability. If any provision is invalid or unenforceable, it is read down or severed to the extent necessary, and the remaining provisions continue in effect.
20.8 Electronic acceptance. A Proposal may be accepted and these Terms agreed electronically.
20.9 Governing law. Each Agreement is governed by the laws of Tasmania, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Tasmania and courts that may hear appeals from them.
Part B: Mandatory Climate Reporting Services
This Part applies in addition to Part A when our Services support a Sustainability Report under Chapter 2M of the Corporations Act. It prevails over Part A to the extent of any inconsistency.
21. Application of this Part
21.1 Mandatory Climate Reporting Services means Services provided to help a Client (or its group) prepare, review or obtain assurance over a Sustainability Report, including:
(a) readiness assessments, gap analyses and implementation roadmaps;
(b) advice on governance, risk management, strategy, metrics and targets for climate-related disclosures;
(c) climate-related risk and opportunity assessments and climate scenario analysis;
(d) Scope 1, Scope 2 and Scope 3 greenhouse gas emissions inventories prepared for, or used in, a Sustainability Report;
(e) transition plan support;
(f) drafting or reviewing climate-related disclosures and sustainability records;
(g) assurance readiness and support during the audit or review of a Sustainability Report; and
(h) briefings and training for boards, Audit and Risk Committees and management.
21.2 This Part applies whether you are required to prepare a Sustainability Report or choose to prepare one voluntarily in accordance with AASB S2.
22. Responsibility for the Sustainability Report
22.1 You acknowledge that, under the Corporations Act, you and your directors are responsible for preparing the Sustainability Report, for its compliance with the Corporations Act and the applicable sustainability standards, and for the directors’ declaration about it. We do not assume, and will not be taken to have assumed, any of these responsibilities.
22.2 You are responsible for:
(a) all decisions about materiality, judgements, estimates, assumptions, methodologies, scenarios, targets and transition plans adopted in your Sustainability Report;
(b) the content of your Sustainability Report, directors’ report and any other public statement;
(c) establishing and maintaining internal controls, systems and governance over climate-related information;
(d) keeping the sustainability records required by the Corporations Act;
(e) engaging your auditor and managing the audit or review of your Sustainability Report; and
(f) lodging your reports and meeting all statutory deadlines.
22.3 Our Deliverables, including draft disclosures, are recommendations and inputs for your consideration. Before adopting any content, you must review it and satisfy yourself, through your own processes and governance (including your board and Audit and Risk Committee), that it is appropriate.
23. Our role, independence and assurance
23.1 We are not your auditor and do not provide assurance over your Sustainability Report. We will not accept an engagement to audit or review information that we helped prepare.
23.2 You are responsible for ensuring that our Services do not affect the independence of your auditor. You must tell us if any person involved in your audit is associated with us.
23.3 Within the scope of the Proposal, we will respond to reasonable queries from your auditor about our methodology and calculations. Further assistance (including work to address findings caused by Client Data, changes in your position or the auditor’s requirements) is a change in scope under clause 4.2. Where a finding results from an error in our Services, we will correct the affected Deliverables at no additional cost.
24. Estimates, judgements and modified liability
24.1 You acknowledge that climate-related disclosures, particularly Scope 3 emissions, scenario analysis, anticipated financial effects, transition plans and other forward-looking statements, involve significant measurement and estimation uncertainty, and depend on assumptions, emission factors, third-party data and methodologies that may change.
24.2 You acknowledge that the modified liability arrangements in section 1707D of the Corporations Act (and, where applicable, section 1707DA for voluntary reports) apply only to specified statements, for specified reporting periods, and do not prevent action by ASIC or criminal proceedings. We do not advise on, or warrant, whether these arrangements apply to any statement, and their application or expiry does not increase our liability.
25. Timetable and statutory deadlines
25.1 The Proposal will include, or we will agree with you, a timetable based on your reporting and lodgement deadlines. You must provide Client Data, decisions and approvals by the agreed dates.
25.2 We are not liable for any failure to meet a deadline (including a statutory lodgement deadline) to the extent it is caused by late, incomplete or changed Client Data, your delayed decisions or approvals, your auditor’s timing or requirements, changes in scope, or a suspension under clause 6.6.
25.3 If we consider the timetable is at risk, we will tell you promptly and work with you on options, which may involve additional Fees.
26. Publication and third-party reliance
26.1 You may include content from our Deliverables in your Sustainability Report, annual report and other documents you are required by law to publish. Once you adopt that content, it becomes your statement, made on your own authority.
26.2 You must not name Carbonhalo, or refer to our involvement, in your Sustainability Report, annual report, a disclosure document, a product disclosure statement, an investor presentation or any other public document without our prior written consent.
26.3 Investors, lenders, auditors, assurance practitioners, regulators, ratings agencies and other third parties may not rely on our Deliverables or Services, and we owe them no duty of care.
27. Liability for Mandatory Climate Reporting Services
27.1 Clause 12 applies to Mandatory Climate Reporting Services, with the changes in this clause 27.
27.2 Cap per reporting period. Instead of clause 12.2, our total aggregate liability for all claims arising out of or in connection with Mandatory Climate Reporting Services relating to a single reporting period, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Fees paid or payable for the Mandatory Climate Reporting Services for that reporting period.
27.3 Additional excluded loss. To the maximum extent permitted by law, we are not liable for any of the following, however caused (other than as set out in clause 27.4):
(a) any civil penalty, infringement notice, compensation order, enforceable undertaking or other sanction against you or your directors or officers;
(b) costs of responding to any inquiry, notice, investigation or proceeding by ASIC or another regulator;
(c) losses arising from claims against you by investors or other third parties relating to your Sustainability Report or other public statements;
(d) increased audit or assurance fees; or
(e) losses arising from late lodgement or a modified audit or assurance conclusion.
27.4 Where any loss described in clause 27.3 arises from an error in our Services, our liability is limited to correcting the affected Deliverables under clause 12.4, subject to the cap in clause 27.2.
27.5 Group entities. Where Mandatory Climate Reporting Services are provided for the benefit of your related bodies corporate (including entities within a consolidated Sustainability Report), the cap in clause 27.2 applies to all claims by you and those entities in aggregate. You must ensure they do not bring any claim against us except through you.
28. Client indemnity for reporting claims
28.1 You indemnify us and our personnel against all losses, liabilities and reasonable legal costs arising from any claim, notice, investigation or proceeding by a third party (including an investor, ASIC or another regulator, or your auditor) arising out of or in connection with your Sustainability Report, or any other statement you make, that incorporates or relies on the Services or Deliverables.
28.2 Clause 28.1 does not apply to the extent the loss is finally determined by a court to have resulted from our fraud, dishonesty or wilful misconduct.
28.3 Clause 13.3 applies to claims under this clause.
29. Payment terms for Mandatory Climate Reporting Services
29.1 Unless the Proposal states otherwise, invoices for Mandatory Climate Reporting Services are payable within 30 days of the invoice date.
29.2 We will invoice in accordance with the invoicing schedule or milestones in the Proposal or, if none, under clause 6.2.
30. Multi-year engagements and regulatory change
30.1 Sustainability reporting requirements, including the scope and level of assurance, are being phased in over several years. Where a Proposal covers more than one reporting period, we will confirm the scope with you before each period begins.
30.2 If a change in law, sustainability standards, regulatory guidance or assurance requirements (including the phased expansion of assurance) materially changes the work required for a later reporting period, we may propose an adjusted scope and Fees. If the parties do not agree on the adjustment within 30 days, either party may terminate the Engagement for the remaining reporting periods by 30 days’ written notice, without penalty.
Part C: Voluntary Carbon Accounting Services
This Part applies in addition to Part A when we prepare carbon accounts or provide related services outside any statutory reporting framework. It prevails over Part A to the extent of any inconsistency.
31. Application of this Part
31.1 Voluntary Carbon Accounting Services means Services that are not Mandatory Climate Reporting Services, including organisational carbon footprints and greenhouse gas inventories, emissions reduction plans, responses to customer or supplier emissions requests, product or event footprints, voluntary sustainability or ESG reports, and related advice and training.
31.2 Voluntary Carbon Accounting Services are not prepared to meet the requirements of the Corporations Act, the National Greenhouse and Energy Reporting Act 2007 (Cth) or any other statutory reporting framework. Unless the Proposal states otherwise, we prepare them with reference to recognised voluntary methodologies, such as the GHG Protocol Corporate Standard and ISO 14064-1, and Australian emission factors where appropriate. “With reference to” does not mean independently verified or certified as compliant.
32. Use of Voluntary Deliverables in statutory reporting
32.1 Voluntary Deliverables are not designed for use in a Sustainability Report or to satisfy any legal reporting obligation. If you wish to use them for that purpose, you must tell us, and any review or update needed will be a separate Engagement for Mandatory Climate Reporting Services.
32.2 If you use Voluntary Deliverables in a Sustainability Report or for another statutory purpose without engaging us under Part B, you do so at your own risk, and clauses 22, 26, 27 and 28 apply to that use as though the Services were Mandatory Climate Reporting Services.
33. Environmental and climate claims
33.1 You are solely responsible for any environmental, sustainability or climate-related claim you make (including claims about emissions, reductions, offsets, “carbon neutral”, “net zero” or similar), and for ensuring every claim is accurate, substantiated and not misleading under the ACL (and, where relevant, the Australian Securities and Investments Commission Act 2001 (Cth)), having regard to guidance issued by the ACCC and ASIC.
33.2 Unless the Proposal expressly includes a review of your claims, we do not review, approve or endorse them. Preparing a carbon account does not by itself support or entitle you to make any claim.
33.3 Where a Proposal includes a review of your claims, our review is advisory, relies on Client Data, and does not replace legal advice. You should obtain legal advice before publishing any claim.
33.4 You must not state or imply that Carbonhalo has verified, certified, audited or endorsed your carbon account or any claim, except in wording we approve in writing.
34. Carbon credits and certification schemes
34.1 Any information we provide about Carbon Credits, carbon projects or carbon markets is factual information only and is subject to clause 50. If you acquire carbon credits from another provider, you are responsible for your own due diligence on their integrity, eligibility and suitability.
34.2 We are not a certification body. Third-party and government certification schemes and their standards may change or close, and you are responsible for reviewing any claims that refer to such a scheme.
35. Liability for Voluntary Carbon Accounting Services
35.1 Clause 12 applies to Voluntary Carbon Accounting Services.
35.2 To the maximum extent permitted by law, we are not liable for losses arising from environmental or climate-related claims you make, including regulatory action, penalties, corrective advertising costs and claims by customers, competitors or consumers, except to the extent the loss is caused by our negligence in Services that expressly included a review of the relevant claim, and then subject to the cap in clause 12.2.
35.3 You indemnify us against all losses, liabilities and reasonable legal costs arising from any third-party claim, investigation or proceeding (including by the ACCC) relating to an environmental or climate-related claim you make, except to the extent the loss is caused by our breach of an Agreement or our negligence.
Part D: Platform Terms
This Part applies in addition to Part A to use of the Platform. Reports and outputs generated by the Platform are Voluntary Carbon Accounting Services unless they are used under an Engagement for Mandatory Climate Reporting Services. Any retirement of Carbon Credits arranged through the Platform is a Carbon Credit Retirement Service under Part E.
36. Accounts
36.1 To use the Platform you must register for an account (Account). You must have authority to enter into a binding agreement and, if you register on behalf of an organisation, that organisation is bound by these Terms.
36.2 You must give us complete and accurate registration information (which may include names, email addresses, phone numbers, business details including ABN or ACN, and payment details) and keep it up to date.
36.3 You are responsible for keeping your login details secure and for all activity on your Account. You must tell us promptly if you suspect unauthorised access.
36.4 We may refuse a registration, or suspend access to an Account, if we reasonably believe there is misuse or a security risk to the Platform.
37. Subscriptions and Platform Fees
37.1 Subscription plans and Platform Fees are displayed on the Platform or set out in a Proposal. Platform Fees are payable monthly or annually in advance, or as required in a Proposal.
37.2 Subscriptions renew automatically at the end of each subscription period unless cancelled before renewal or the term of the Proposal concludes.
37.3 Platform Fees may be paid by card through our payment provider (currently Stripe), whose terms also apply to the payment. Platform Fees may also be paid through a third party, such as an industry association, that has a formal arrangement with us.
37.4 If a payment fails or Platform Fees are unpaid, clause 6.6 applies.
37.5 We will give at least 30 days’ notice of any change to Platform Fees, which will apply from your next subscription period.
38. Acceptable use
38.1 You must use the Platform lawfully and in accordance with these Terms. You must not:
(a) copy, modify, reverse engineer or create derivative works from the Platform or its software, or copy its layout;
(b) interfere with or disrupt the Platform, including by introducing malicious code, bypassing access controls or using automated means to create accounts or extract data;
(c) access or collect information about other users without their consent;
(d) infringe the intellectual property or other rights of any person;
(e) upload content that is unlawful, defamatory, offensive or that you do not have the right to upload; or
(f) use the Platform in a way that could cause us to breach a law or bring us into disrepute.
39. User Content
39.1 Material, data and information you upload or generate on the Platform (User Content) remains yours. You grant us a non-exclusive, royalty-free licence to host, use, copy and process User Content to operate the Platform, provide the Services and support you, for as long as you use the Platform and for any period we retain it under clause 44.3. We will not use your logos or brands for any other purpose without your consent.
39.2 We may, but are not obliged to, monitor, review or remove User Content that we reasonably consider breaches these Terms or creates legal or reputational risk. If we remove User Content, we will tell you why.
39.3 We will take reasonable steps to protect User Content from unauthorised access, use, loss or destruction, and will notify you promptly if we become aware that the security of your User Content has been compromised.
40. Platform outputs
40.1 Platform outputs are generated from the data you enter and from emission factors and methodologies built into the Platform. Their accuracy depends on the completeness and accuracy of your data.
40.2 You may use reports generated by the Platform for your own reporting and communication needs, subject to clauses 33 and 42.
41. Carbon Credits and Projects
41.1 Using the Platform does not give you any Carbon Credits or any interest in them.
41.2 The Platform may display factual information about carbon projects and the cost of supporting them. If you choose to support a project through the Platform, Carbonhalo retires Carbon Credits in its own name and attributes the retirement to you, as set out in Part E. Any certificate or confirmation issued through the Platform is a Retirement Confirmation under clause 49.
41.3 Supporting a project or using the Platform does not by itself entitle you to claim carbon neutral, net zero or any similar status. Clauses 33 and 51 apply to any claim you make.
42. Branded Badges
42.1 We may issue you with electronic Carbonhalo badges (Branded Badges). We grant you a non-exclusive, revocable, non-transferable, royalty-free licence to display them on your website and promotional material during your subscription, solely as we permit.
42.2 A Branded Badge indicates only that you use the Platform. You must not use it, or describe it, in a way that suggests that we have certified, verified or endorsed your emissions, reductions or environmental claims.
42.3 You must remove all Branded Badges promptly when your subscription ends or if we ask you to because we reasonably consider their use is misleading.
43. Platform availability and third-party links
43.1 We aim to keep the Platform available, but it is provided “as is” and “as available”. We do not guarantee that it will be uninterrupted, error-free or free of viruses, and we may change Platform features to improve the service.
43.2 If a change we make materially reduces your ability to use the Platform as set out in a Proposal, or the Platform is unavailable for more than 30 consecutive days because of our fault, you may end your subscription by written notice and we will refund prepaid Platform Fees for the unused period, without any penalty to you.
43.3 The Platform may contain links to third-party websites. We do not control them and are not responsible for their content.
44. Ending your subscription
44.1 You may cancel your subscription at any time through the Platform or by email. Cancellation takes effect at the end of the current subscription period, and Platform Fees already paid are not refunded except under clause 3.3 or 43.2.
44.2 We may suspend or terminate your access to the Platform if you breach these Terms and do not remedy the breach within 7 days after notice, or immediately if your conduct threatens the security or integrity of the Platform or the rights of others. If we stop operating the Platform, we will give reasonable notice and refund prepaid Platform Fees for the unused period.
44.3 After your subscription ends, we will make your User Content available for export for 30 days on request. After that period we may delete it, except where we are required by law to keep it.
45. Communications and feedback
45.1 By registering an Account, you agree that we may send you service-related emails, SMS messages and notifications. You may opt out of non-essential communications at any time, but some notices are needed to operate your Account.
45.2 We welcome feedback on the Platform and our Services at [email protected]. You agree we may use feedback to improve our Services without obligation to you.
Part E: Carbon Credit Retirement Services
This Part applies whenever Carbonhalo retires Carbon Credits and attributes the retirement to a Client, whether under a Proposal, through the Platform or otherwise. It prevails over every other part of these Terms and over any Proposal, invoice, quote, Platform content or other communication.
In short: Carbonhalo acquires, holds and retires Carbon Credits in its own name, as principal. Carbon Credits are never sold or transferred to you, are never held for you, and you never acquire any interest in them. What you pay for is the retirement and its attribution to you.
46. Application of this Part
46.1 Carbon Credit Retirement Services means the service in which Carbonhalo, at your request, permanently retires (cancels or relinquishes) Carbon Credits from a carbon project (Project), records the retirement as attributed to your organisation, and gives you a Retirement Confirmation.
46.2 Carbon Credits means Australian carbon credit units and any other emissions units, carbon credits or offset units issued under a government or voluntary crediting program in Australia or elsewhere.
47. Carbonhalo acts as principal: no Carbon Credits are sold to you
47.1 Carbonhalo acquires, holds and retires all Carbon Credits in its own name, as principal and for its own account, using registry accounts held by Carbonhalo.
47.2 Carbonhalo does not sell, transfer, issue or allocate any Carbon Credit to you or to anyone you nominate. Carbonhalo does not acquire, hold, retire or otherwise deal in Carbon Credits on your behalf, as your agent or on trust for you.
47.3 You do not acquire, at any time (before, during or after retirement), any legal, equitable, beneficial or other interest in any Carbon Credit, in any Project, or in any income or benefit derived from them.
47.4 Carbon Credits held by Carbonhalo before retirement, including any inventory, are Carbonhalo’s property. They are not allocated, earmarked or segregated for you, and Carbonhalo may deal with them as it decides.
47.5 You may not ask Carbonhalo to transfer any Carbon Credit to you or any other person, or to sell, trade or hold Carbon Credits for you, and no amount you pay can be converted into, refunded as or redeemed for Carbon Credits.
47.6 Amounts you pay are not pooled to produce financial benefits for you. Carbon Credit Retirement Services are not an investment and give you no right to any return.
48. Retirement Fees and payment
48.1 The Fees for Carbon Credit Retirement Services (Retirement Fees) are paid to Carbonhalo in consideration for Carbonhalo retiring Carbon Credits from the selected Project and attributing that retirement to you, as a contribution to the emissions reductions or removals delivered by that Project. Retirement Fees are not a price paid to buy Carbon Credits.
48.2 Any price per tonne we quote is factual information about the cost of the retirement service, given at your request. It is not an offer to sell Carbon Credits.
48.3 Unless the Proposal states otherwise, Retirement Fees are payable in full before Carbonhalo retires the Carbon Credits. Once a retirement has been completed, the Retirement Fees for it are not refundable.
48.4 If Carbonhalo cannot complete a retirement within 60 days after receiving payment (for example, because Carbon Credits from the selected Project are no longer available), we will offer you a comparable alternative Project. If you do not accept the alternative, we will refund the Retirement Fees for the retirement not completed, in money.
49. Retirement and Retirement Confirmation
49.1 Carbonhalo will complete the retirement within 60 days after receiving payment in full, in the registry that applies to the relevant Carbon Credits. Where the registry allows, Carbonhalo will record a retirement statement naming your organisation as the organisation to which the retirement is attributed.
49.2 Retirement is permanent and cannot be reversed.
49.3 After retirement, Carbonhalo will give you a confirmation (Retirement Confirmation) stating the quantity retired (in tonnes of CO2-e), the Project, the type of Carbon Credit, the date of retirement and the registry reference or serial numbers. A Retirement Confirmation is a record that Carbonhalo has retired Carbon Credits and attributed the retirement to you. It is not evidence of ownership, is not a Carbon Credit or financial product, and cannot be transferred or traded.
49.4 Carbonhalo keeps a register of retirements and Retirement Confirmations and reconciles it against its registry accounts at least annually.
49.5 Carbonhalo may publish aggregate retirement totals. It will not name you publicly as a supporter of a Project without your consent.
50. Factual information only: no financial product advice
50.1 Information we give you about Projects, types of Carbon Credits, quantities and prices is factual information. We do not make recommendations or give opinions about Carbon Credits as financial products, including whether to acquire, hold or dispose of them, their value, or their investment or trading merits.
50.2 Our advice about your emissions, reduction strategies, targets and the quantity of abatement you may wish to support is advice about emissions management. It does not include advice about acquiring or disposing of Carbon Credits, or about income that may be derived from them.
50.3 We select the Projects we offer using our own criteria. Including a Project in a list we provide is not a recommendation to acquire a financial product.
50.4 If you want to acquire or hold Carbon Credits yourself (for example in your own registry account, to surrender under the Safeguard Mechanism, or to trade), you must use an appropriately licensed provider. Carbonhalo does not provide that service.
51. Project integrity and your claims
51.1 Carbonhalo does not warrant that a Project will deliver the abatement it reports, that a Project or methodology will not be revised, criticised or invalidated, or that a retirement will be accepted for any particular claim, target, certification scheme or reporting standard.
51.2 Clause 33 applies to any claim you make about a retirement. You must describe a retirement accurately, for example as “retired [x] tonnes of carbon credits from [Project], attributed to [your organisation]”. You must not describe Carbon Credits as having been bought, owned or held by you.
51.3 Where you disclose the use of Carbon Credits in a Sustainability Report, any advice we give you about that disclosure is a Mandatory Climate Reporting Service under Part B. The Retirement Confirmation provides the factual information about the retirement.
52. Liability for Carbon Credit Retirement Services
52.1 Clause 12 applies to Carbon Credit Retirement Services. If Carbonhalo fails to complete a retirement correctly, our liability is limited, at our option, to retiring replacement Carbon Credits of an equivalent quantity and type and issuing a corrected Retirement Confirmation, or refunding the Retirement Fees for the affected tonnes. Our total liability for a retirement is capped at the Retirement Fees paid for it.
52.2 To the maximum extent permitted by law, we are not liable for losses arising from the performance, reversal, revision or reputation of a Project or methodology, or from changes in the price or availability of Carbon Credits.
Carbonhalo Terms of Business | Version 3.0 | October 2026 | Australian Carbon Reduction Collective Pty Ltd ACN 658 614 058 | [email protected]
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