Terms of Service

1. About these terms

These terms are an agreement between Emitt [legal entity and ABN to be confirmed] ("we", "us") and the business that signs an order form with us or uses the service ("you"). They apply to business customers only.

By signing an order form, or by using the service, you agree to these terms on behalf of your business, and you confirm you're authorised to do so.

If our documents differ, this order applies: your signed order form, then our Data Processing Addendum, then these terms, then the policies they refer to. If we've signed a separate agreement with you, it replaces these terms to the extent it covers the same thing.

2. The service

Emitt is hosted software for collecting energy, fuel and related records, calculating emissions from them, and reporting on them (the "service"). We provide it over the internet; there is nothing to install.

We improve the service continually and may change how it works. We won't make a change that materially reduces the core functionality you've subscribed to during your subscription term without your agreement.

Features we label as preview, beta or early access are provided as they are. We may change or withdraw them, and the service levels don't apply to them.

3. Accounts and access

1. Your administrators decide who in your organisation can use the service, and what role each person has.
2. People sign in with their work Microsoft account through Microsoft Entra ID. You're responsible for your users' accounts, and for what they do in the service.
3. Tell us promptly at [email protected] if you believe an account has been compromised or used without authorisation.

4. Your data

1. You own your data. "Your data" means everything you or your users put into the service, and the records, calculations and reports the service produces from it.
2. You give us permission to host, copy, process and display your data only as needed to provide, secure and support the service for you, and as our Data Processing Addendum describes.
3. We don't sell your data, and we don't use it to train AI models.
4. We may use aggregated usage information (for example, how often a feature is used) that does not identify you or any person, to run and improve the service.
5. You're responsible for having the right to upload your data, and for its accuracy.

5. Acceptable use

You and your users must follow our acceptable use policy.

6. Calculations and reports

1. The service calculates emissions from the data you provide, using the published factors it names beside each figure (such as the Australian National Greenhouse Accounts Factors). A figure is only as accurate as the data behind it.
2. Reports and extracts support your own disclosures, questionnaires and filings. They are not a filing, an assurance engagement, or legal, accounting or sustainability advice.
3. You're responsible for what you disclose or submit to others, and for obtaining any professional advice or assurance you need.

7. Fees and payment

1. Fees, the subscription term and what's included are set out in your order form. Fees are in Australian dollars and exclude GST, which we add where it applies.
2. Unless your order form says otherwise, we invoice annually in advance and invoices are due within 30 days.
3. If an invoice is more than 30 days overdue, we may suspend the service after giving you at least 14 days' written notice.
4. We may change fees from your next renewal by telling you at least 60 days before it.

8. Term and termination

1. Your subscription runs for the term in your order form and renews for the same length unless either of us gives notice at least 30 days before the end of the term.
2. Either of us may end the agreement by written notice if the other materially breaches it and doesn't fix the breach within 30 days of being told about it, or if the other becomes insolvent.
3. When the agreement ends, you can export your data for 30 days. We then delete it from the service within a further 30 days, and from backups as they expire, unless the law requires us to keep it.
4. Clauses that by their nature should continue (including confidentiality, liability and fees owing) survive the end of the agreement.

9. Service levels and support

We provide the service and support as described in Service levels and support. Any service credits are set out in your order form.

10. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with people who need it for this agreement and are bound by similar obligations. This doesn't apply to information that is public through no fault of the recipient, was already known to the recipient, or must be disclosed by law (with notice to the other party where the law allows). Your data is your confidential information.

11. Intellectual property

1. We own the service, including its software, design and documentation. These terms give you the right to use it during your subscription, and nothing more.
2. You own your data, as clause 4 says.
3. If you give us feedback or suggestions, we may use them freely without obligation to you.

12. Warranties

1. We will provide the service with due care and skill, and substantially as described in its documentation.
2. Otherwise, and to the extent the law allows, the service is provided without other warranties, express or implied.
3. 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 Australian Consumer Law that cannot lawfully be excluded or limited. Where the law allows us to limit our liability for a breach of such a guarantee, our liability is limited to supplying the service again or paying the cost of having it supplied again.

13. Liability

1. Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however it arises.
2. Each party's total liability under or in connection with this agreement in any 12-month period is limited to the fees you paid or owed for the service in the 12 months before the event giving rise to the claim.
3. These limits don't apply to your obligation to pay fees, to either party's liability for fraud or wilful misconduct, or to the indemnities in clause 14.
4. Each party must take reasonable steps to mitigate its loss.

14. Indemnities

1. We will defend you against any third-party claim that your authorised use of the service infringes that party's intellectual property rights, and pay any resulting damages or settlement we agree to. If such a claim arises, we may modify the service, get you the right to keep using it, or end your subscription and refund prepaid fees for the unused period.
2. You will defend us against any third-party claim arising from your data or from your use of the service in breach of these terms, and pay any resulting damages or settlement you agree to.
3. The party asking for a defence must tell the other promptly, give it control of the defence, and cooperate reasonably.

15. Suspension

We may suspend access for a user or for your organisation if that's reasonably necessary to prevent harm to the service, to other customers or to anyone else, or because of a serious breach of the acceptable use policy. We'll tell you beforehand where we reasonably can, limit the suspension to what's necessary, and restore access once the issue is resolved.

16. Changes to these terms

We may update these terms by posting a new version on this page and telling your administrators at least 30 days before it takes effect. If a change materially disadvantages you, it applies from your next renewal, unless you agree otherwise or the change is required by law.

17. General

1. These terms are governed by the laws of Victoria, Australia, and each of us submits to the courts of that state.
2. Neither of us is liable for delay or failure caused by events beyond its reasonable control.
3. Neither of us may assign this agreement without the other's consent, which won't be unreasonably withheld, except to a successor to all or substantially all of its business.
4. Notices may be given by email: to us at [email protected], and to you at the address in your order form or of your administrators.
5. If any part of these terms is unenforceable, the rest continues to apply. Not enforcing a right isn't a waiver of it.
6. These terms, your order form and the documents they refer to are the entire agreement about the service.