Terms and Conditions

THE GLOBAL WARMING SOLUTION – CONTRIBUTION TERMS AND CONDITIONS

 

Welcome to The Global Warming Solution, a community platform where everyday people, just like you, come together to do something about climate change. We build community-funded wind and solar farms which offers ways for people to make a tangible difference to global warming. Together, we CAN make a difference!

These terms and conditions (Terms) are entered into between The Global Warming Solution (ABN 15 637 878 570) (we, us or our) and you, the person, organisation or entity who signs up to make a Contribution (you or your), together the Parties and each a Party. Our website is available at TheGlobalWarmingSolution.com and may be available through other addresses or channels (Site).

1. Acceptance

1.1  You accept these Terms by agreeing to make a Contribution and clicking a box indicating your acceptance (or similar) at the time of registration for your Contribution, which is offered on the platforms or applications through which we provide the Terms to you, including the Site;

1.2 We may update these Terms from time to time, as set out in clause 4.2(c), and you are advised to check our Site regularly for the most updated version of these Terms.

2. Accounts

2.1  To sign up for a Contribution on the Site, you must create an Account, choose your Contribution option and provide payment details for your Contribution Fee.

2.2  You must provide some basic information when registering for an Account including your name, email address, company or entity name (if applicable), credit card details and other information we may request at the time of registration. You must also choose a password.

2.3  You must provide accurate, current and complete information during the Contribution registration process and you must update such information to keep it accurate, current and complete.

2.4  You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, whether or not you authorised such activities or actions. You will immediately notify us of any unauthorised use of your Account. At our sole discretion, we may refuse to allow any person to register or create an Account.

3. The Contribution

3.1 Your Contribution Fee, will be used to contribute to the planning, development, construction, operation and administration of various global warming mitigation projects we initiate (Projects), whether undertaken ourselves or through our Personnel.

3.2  The Projects will aim to create renewable energy sources, including but not limited to, wind farms, solar farms and, on occasions, to implement tree planting programs.

3.3  As part of your Contribution, we will send you regular updates on our Projects and other initiatives we are involved in, as well as provide you with the most up to date information on global warming and strategies for combating global warming. By accepting these Terms, you consent to receiving such updates and correspondence. You may opt out from receiving them by clicking the ‘unsubscribe’ (or similar) link at the bottom of our emails.

3.4  You may view details of how your Contribution Fee is used, and the Projects that it will contribute to, by visiting the Site.

3.5  You may increase or decrease the Contribution Fee at any time by updating your Contribution option in your Account. Your new Contribution Fee amount will apply from the next monthly billing cycle and will continue until you cancel in accordance with clause 15.

4. Your Obligations and Acknowledgements

4.1  You agree to:

(a)  comply with these Terms, our reasonable requests or requirements, and all applicable Laws;

(b)  keep your Account details, including credit card details, up to date and current;

(c)  provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under these Terms or at Law; and

(d)  use the Site to post any content that contains any misstatement, falsehood, obscenity, profanity, or is unlawful, obscene, defamatory, libellous, threatening, pornographic, bullying, harassing, hateful, racially or ethically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law.

4.2 You acknowledge and accept that:

(a)  we are not a charity and your Contribution Fee does not constitute a donation;

(b)  you are not an investor in the Projects and the payment of your Contribution Fee does not give you any interest in, or title to, any part of the Projects or any right or benefit in relation to the energy generated from their output;

(c)  we may change the Project details and these Terms at any time, without any notice to you. You can obtain the most up to date Project details and Terms from the Site; and

(d)  you are not, for any reason whatsoever, including where we make any changes to our Projects or these Terms, entitled to a refund of any Contribution Fees already paid, however you may cancel your Contribution at any time in accordance with clause 15.

5. Privacy and Communication

5.1  We agree to comply with any applicable privacy legislation guidelines.

5.2  We agree to (and will ensure our Personnel will):

(a)  only use, collect, store or disclose Personal Information solely for the purposes contemplated by these Terms and our Privacy Policy; and

(b)  establish, maintain and enforce appropriate policies, procedures and standards in order to protect the Personal Information.

5.3  We may contact you with functional notifications relevant to your Contribution via the Site, using in-Account notifications or via-off platform communication channels, such as text messages or email.

5.4  We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out, we will continue to send you functional communications relevant to your Contribution.

5.5  This clause 5 will survive the termination or expiry of these Terms.

6. Contribution Fees

6.1  By signing up for a Contribution, you agree to pay us the Contribution Fee for your Contribution on a monthly basis, or as otherwise selected on the Site, via direct debit from your nominated credit card.

6.2  We will automatically debit your nominated credit card on the 1st day of each month, until you cancel your Contribution in accordance with clause 15 of these Terms.

6.3  If any payment has not been made in accordance with these payment terms, we may:

(a)  send you a notice reminding you of your Contribution and requesting you to update your payment details (where relevant); and

(b)  cancel your account, where such payment or update is not made in accordance with clause 6.3(a).

6.4  If your Account is cancelled, your Contribution will also be cancelled and you will no longer receive regular updates from us.

7. Warranties

You represent, warrant and agree that:

(a) there are no legal restrictions preventing you from entering into these terms;

(b)  all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(c) you have not relied on any representations or warranties made by us in relation to the Contribution (including as to whether you will enjoy or find the Contribution useful, valuable or informative), unless expressly stipulated in these Terms;

(d) the Contribution provided to you is solely for you and you will not (or you will not attempt to) disclose, provide or give access to, your Account to any third parties;

(e)  you will be responsible for the use and management of your Account and Contribution, and you must ensure that no person uses the Contribution or Site:

[1]  to break any Law or infringe any person’s rights (including Intellectual Property Rights);

[2]  in any way that damages, interferes with or interrupts any Contributions or the Site;

[3]  to carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data;

[4]  to interfere with, or disable, any person’s use of the Site or their Contribution; or

[5]  to circumvent user authentication or security of any part of our Site, networks, accounts or hosts or those of our other users; and

[6]  if you are taking out a Contribution as an entity or organisation, you are not and have not been the subject of an Insolvency Event.

8. Intellectual Property

8.1  You agree that all Intellectual Property Rights:

(a)  in all aspects of the Contribution, the Site, and all content contained on the Site, including content you may post or contribute to the Site; and

(b)  in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Contribution or the Site and any output from the Contribution or Site), will at all times vest, or remain vested, in us (or, if applicable, our third party service providers).

8.2  You acknowledge and agree that we will own any suggestions, recommendations, content or other feedback provided by you or posted by you on our site (Feedback), without any liability from us to you in respect of the Feedback. We may adapt, use, modify or incorporate the Feedback into our Site and the content on the site and you waive any and all rights you may have in the Feedback.

8.3  In the use of any Intellectual Property Rights in connection with these Terms, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach.

8.4  This clause 8 will survive termination or expiry of these Terms.

9. Analytics

9.1  Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your Contribution, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:

(a)  does not contain identifying information; and

(b)  is not compiled using a sample size small enough to make your underlying information identifiable.

9.2  We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.

10. Confidential Information

10.1  Subject to clause 10.2, you must (and, if you are an entity or organisation, you must ensure that your Personnel do):

(a) keep confidential; and

(b) not use or permit any unauthorised use of, any Confidential Information.

10.2  Clause 10.1 does not apply where:

(a)  the disclosure is required by Law; or

(b)  the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that you ensure the adviser complies with the terms of clause 10.

10.3  This clause 10 will survive the termination of the Terms.

11. Australian Consumer Law

11.1  Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Contribution given by us to you which cannot be excluded, restricted or modified (Statutory Rights).

11.2  If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability under these Terms to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

11.3  Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.

11.4  This clause 11 will survive the termination or expiry of the Terms.

12. Indemnities

12.1  Except to the extent that the Liability arose from our negligent acts or omissions or those of any of our Personnel, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:

(a)  your or your Personnel’s breach of these Terms;

(b)  your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with the Contribution.

13. Exclusions to liability

13.1  Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a)  your or your Personnel’s acts or omissions;

(b)  any use or application of the Contribution by a person or entity other than you, or other than as reasonably contemplated by these Terms; and

(c)  any event outside of our reasonable control.

13.2  This clause 13 will survive the termination or expiry of these Terms.

14. Limitations on liability

14.1  Despite anything to the contrary, to the maximum extent permitted by law:

(a)  we will not be liable for Consequential Loss;

(b)  our liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of you (or any of your Personnel); and

(c)  our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying the Contribution Fees paid by you to us in respect of the Contribution to which the Liability relates.

14.2  This clause 14 will survive the termination or expiry of these Terms.

15. Term and Termination

15.1  These Terms apply in respect of your Contribution, from the date you commence the Contribution, until the date your Contribution terminates in accordance with this clause 15.

15.2  You may terminate your Contribution at any time by deleting your Account or cancelling your Contribution in the Account section of the Site. If you cancel your Account, you must do so at least 14 days before the next Contribution Fee billing cycle (Billing Cycle). If you cancel within 14 days of the Billing Cycle, the cancellation of your Contribution will take effect after that Billing Cycle.

15.3  These Terms will immediately terminate upon written notice by:

(a)  us:

[1]  if you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;

[2]  for any other reason outside our control which has the effect of compromising our ability to provide the Contribution; or

[3]  if you are unable to pay your debts as they fall due; and

(b)  you, if we:

[1]  are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or

[2]  are unable to pay our debts as they fall due.

15.4  Upon expiry or termination of the Terms:

(a)  we will immediately cancel your Contribution and delete your Account; and

(b)  you agree that any payments made by you to us are not refundable to you.

15.5   We may retain any of your information as required by law or regulations. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy such information in accordance with the statutory periods, or on expiry or termination of the Terms.

15.6  Termination of Terms will not affect any rights or liabilities that a Party has accrued under it.

15.7  This clause 15 will survive the termination or expiry of the Terms.

16. GST

16.1  If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply.  That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in the Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

16.2  If an adjustment event arises in respect of any supply made under the Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.

16.3  If the recipient is required under the Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

16.4  The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

17. General

17.1  Amendment: These Terms may be amended by us at any time, the most up to date Terms shall be available on the Site.

17.2  Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.3  Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

17.4  Entire agreement: These Terms contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

17.5  Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under it.

17.6  Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.

17.7  Governing law: These Terms will be governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

17.8  Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.9  Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

17.10  Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in the Terms.

18. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings set out in the Terms or below:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Account means the account opened by the person, entity or organisation in order to make a Contribution.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which:

(a)  is disclosed to the Receiving Party in connection with these Terms at any time;

(b)  is prepared or produced under or in connection with these Terms at any time;

(c)  relates to the Disclosing Party’s business, assets or affairs; or

(d)  relates to the provision of the Services contemplated by these Terms,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Contribution means the regular or one-off contribution, as selected by you, for contribution to the Projects.

Contribution Fee means the weekly fee paid by you, and billed monthly by us, for the Contribution.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Insolvency Event means any of the following events or any analogous event:

(a)  a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;

(b)  a Party ceases, or threatens to cease, carrying on business;

(c)  a Party is unable to pay the Party’s debts as the debts fall due;

(d)  any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;

(e)  any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or

(f)  any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):

(a)  copying, altering, enhancing, adapting or modifying any of our Intellectual Property;

(b)  creating derivative works from our Intellectual Property;

(c)  providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;

(d)  assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of our Intellectual Property Rights, except as expressly permitted in these Terms;

(e)  reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or

(f)  using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Personal Information is defined in the Privacy Act 1988 (Cth).

Personnel means the employees, consultants, suppliers, subcontractors or agents of a Party.

Projects means the renewable energy and global warming mitigation projects that we will fund with the Contribution Fees, the details of which are available on the Site.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Statutory Rights has the meaning given in clause 11.1.

19. Interpretation

In these Terms, unless the context otherwise requires:

(a)  a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(b)  a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;

(c)  no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;

(d)  a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;

(e)  a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(f)  a reference to time is to local time in New South Wales; and

(g)  a reference to $ or dollars refers to the currency of Australia from time to time.

 

For any questions and notices, please contact us at:

The Global Warming Solution Pty Ltd (ABN 15 637 878 570)

Email: Info@TheGlobalWarmingSolution.com

Last update: 16 June 2020