Customer SaaS Subscription Agreement

Document purpose

This template is drafted for online subscription sales where a customer must tick a checkbox or click an acceptance button before payment and account activation.

It is designed for the cloud platform branded EmissionsTracker and the modules made available through that platform, including EmissionsTracker, WasteMetrics Pro, EcoMarines and MarineSurveyor Pro.

The entity named in the relevant Order is the Subscription Owner for the purchased Module subscription and may purchase additional Modules and additional User Licences in accordance with this Agreement.

Optional website implementation checklist

• Insert the correct legal entity details for Sustainable Transport Advisory Pty Ltd, including ABN 75 657 423 222, registered office and legal notice email address [email protected].
• Publish and link the then-current Privacy Policy, Acceptable Use Policy, Support Policy, Service Level commitments (if any), Product Terms and any Data Processing Addendum before go-live.
• Ensure the online checkout flow requires affirmative acceptance of this Agreement by checkbox or equivalent click-accept action before payment is processed.
• Retain electronic records showing the Agreement version presented, the time and date of acceptance, the user or account accepting, the Order details and the billing confirmation.

Also make sure the checkout page and pricing page say this plainly, not just inside the legal terms:
“Prepaid subscription. Cancel anytime before renewal. No refund for convenience cancellation. Access continues until the end of the current paid term. Your rights under Australian Consumer Law are unaffected.”

CUSTOMER SAAS SUBSCRIPTION AGREEMENT

This Customer SaaS Subscription Agreement ("Agreement") is between Sustainable Transport Advisory Pty Ltd ("STA") ABN: 75 657 423 222 and the person or entity accepting this Agreement ("Customer").

If the individual accepting this Agreement does so on behalf of a company, trust, incorporated association, government body, partnership or other entity, that individual represents and warrants that they have full authority to bind that entity and that the entity will be the Customer for the purposes of this Agreement.

By checking a box, clicking an "Agree", "Accept", "Subscribe", "Purchase", or similar button, completing an Order, making payment, activating an Account, or accessing or using the Platform or any Module, the Customer agrees to be bound by this Agreement. If the Customer does not agree, the Customer must not proceed with payment or use the Platform or any Module.

1. Structure and Application of this Agreement

1.1 Agreement documents

This Agreement governs the Customer's online purchase of, access to and use of the cloud software platform known as EmissionsTracker and any Module, User Licence, support entitlement or related service made available by STA under an Order. This Agreement may be supplemented by any applicable Order, Product Terms, Service Level terms, Support Policy, Acceptable Use Policy, Data Processing Addendum and Privacy Policy published by STA or otherwise notified to the Customer from time to time.

1.2 Order of precedence

If there is any inconsistency, the following order of precedence applies unless an Order expressly states otherwise: (a) the Order, but only for the commercial terms of that Order; (b) this Agreement; and (c) any Product Terms, Service Level terms, Support Policy, Acceptable Use Policy, Data Processing Addendum or Privacy Policy, but only for the subject matter they specifically address.

1.3 Business use

Unless an Order expressly states otherwise, the Platform and Modules are supplied for the Customer's internal business, operational, reporting and administrative purposes and not for resale, white-labelling, timesharing, bureau services or third-party commercial exploitation.

2. Definitions and Interpretation

2.1 Definitions

In this Agreement:

• (a) "Account" means the Customer account or tenant created to access the Platform.
• (b) "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with a party.
• (c) "Applicable Laws" means all laws, regulations, regulatory instruments, codes and binding governmental requirements applicable to a party, the Platform, the Modules or the subject matter of this Agreement.
• (d) "Confidential Information" means information disclosed by one party to the other that is confidential by nature or designated as confidential, including the terms of this Agreement, Customer Data, security information, technical information, pricing and non-public product information, but excluding information that is or becomes public through no breach, was already lawfully known, is lawfully received from a third party free of confidentiality restrictions, or is independently developed without use of the disclosing party's Confidential Information.
• (e) "Control" means direct or indirect ownership or control of more than 50% of the voting rights or equivalent interests in an entity.
• (f) "Customer Data" means data, content, records, files, materials, configurations and information submitted, uploaded, transmitted, entered or otherwise made available by or on behalf of the Customer or its Users through the Platform or any Module.
• (g) "Documentation" means the standard user, technical and support documentation made available by STA for the relevant Platform or Module.
• (h) "Module" means a functional product component, application or subscription package made available through the Platform, including the EmissionsTracker module, WasteMetrics Pro, EcoMarines and MarineSurveyor Pro, and any additional module designated by STA from time to time.
• (i) "Order" means the online checkout, order form, subscription page, account workflow, in-product purchase flow or other ordering process accepted by STA that specifies the Module, Subscription Term, fees, billing frequency, Scope of Use and any applicable commercial terms.
• (j) "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
• (k) "Platform" means the cloud-based EmissionsTracker software environment, including the account architecture, interface layer, hosted infrastructure, dashboards, APIs, databases, workflows and related components through which one or more Modules are made available.
• (l) "Scope of Use" means the limits of the Customer's subscription, including by Module, Subscription Term, number of User Licences, number of Users, sites, entities, usage metrics, storage, transactions or other limits stated in the Order or Documentation.
• (m) "Subscription Owner" means the Customer entity identified in the relevant Order as the owner and administrator of a purchased Module subscription.
• (n) "Subscription Term" means the initial subscription period and each renewal period for a Module or other subscribed service specified in the applicable Order.
• (o) "Support Services" means the standard support, maintenance and service desk assistance, if any, included in the Order or otherwise purchased by the Customer.
• (p) "User" means an individual whom the Customer authorises to access or use the Platform or any Module under the Customer's Account.

2.2 Interpretation

In this Agreement, headings are for convenience only and do not affect interpretation. The words "including", "such as" and similar expressions are not words of limitation. The singular includes the plural and vice versa. A reference to a person includes an individual, company, body corporate, trust, partnership, government agency and other legal entity.

3. Orders, Online Acceptance and Subscription Ownership

3.1 When an Order becomes binding

An Order becomes binding when STA accepts it by sending a confirmation email, issuing an invoice, processing payment, provisioning access to the Platform or Module, or otherwise making the relevant subscription or service available to the Customer.

3.2 Click-accept process

The Customer acknowledges that a clickwrap or browsewrap acceptance flow, including acceptance by checkbox, button click, in-product confirmation or payment authorisation, is intended to create a legally binding agreement between the Customer and STA.

3.3 Subscription Owner

The entity identified in the relevant Order is the Subscription Owner for the purchased Module subscription. The Subscription Owner may designate administrators, assign available User Licences, purchase additional User Licences, purchase additional Modules for its Account, manage billing details, and otherwise administer the subscribed services, subject to this Agreement.

3.4 Additional purchases within the Platform

Where the Platform permits in-product purchases, upgrades, add-ons or licence increases, a purchase made by the Subscription Owner or by a User authorised by the Subscription Owner to manage billing or procurement will be deemed an Order under this Agreement and will be charged at the then-current rates or at the rate otherwise presented at checkout.

3.5 No conflicting Customer terms

Any purchase order terms, procurement terms, portal terms or other Customer-supplied terms are void and do not apply unless STA expressly agrees in writing signed by an authorised representative of STA.

4. Access Rights and Permitted Use

4.1 Subscription right

Subject to the Customer's compliance with this Agreement and payment of all fees, STA grants the Customer during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform, the purchased Module or Modules, and any included Support Services in accordance with the Documentation and the Scope of Use.

4.2 Internal business purposes

The rights granted under clause 4.1 are solely for the Customer's internal business and operational purposes and, where permitted by the Scope of Use, the internal business purposes of its Affiliates. Any Affiliate use remains the Customer's responsibility unless STA expressly contracts with that Affiliate directly.

4.3 Reservation of rights

Except for the limited rights expressly granted in this Agreement, STA and its licensors reserve all rights, title and interests in and to the Platform, the Modules, the Documentation, all related software, source code, object code, interfaces, workflows, product design, databases, templates, methodologies, know-how and other Intellectual Property Rights.

5. Users, User Licences and Module Purchases

5.1 User access

The Customer may permit its Users to access and use the Platform and purchased Modules only within the Scope of Use. The Customer is responsible for all acts and omissions of its Users and for ensuring that each User complies with this Agreement.

5.2 User Licences

If the applicable Scope of Use is based on User Licences, each User must hold an allocated User Licence unless the Documentation expressly states otherwise. User Licences may only be shared or reassigned to the extent expressly permitted by the Documentation or the applicable Order.

5.3 Additional User Licences

The Subscription Owner may purchase additional User Licences for a subscribed Module during the current Subscription Term. Unless otherwise stated in the Order, additional User Licences will be co-terminous with the then-current Subscription Term for that Module and may be charged on a pro-rated basis for the remainder of that Subscription Term.

5.4 Additional Module purchases

The Subscription Owner may purchase one or more additional Modules for the same Account. Unless otherwise stated in the Order, any additional Module purchased after the commencement of the current Subscription Term may be made co-terminous with the Account's then-current renewal cycle and may be charged on a pro-rated basis.

5.5 Security of credentials

The Customer must ensure that Users keep login credentials confidential, use strong authentication controls where available, and promptly notify STA of any suspected unauthorised access, credential compromise or misuse.

6. Restrictions and Acceptable Use

6.1 Restrictions

The Customer must not, and must not permit any third party to:

• (a) license, sublicense, sell, resell, rent, lease, outsource, distribute or otherwise commercially exploit the Platform or any Module except as expressly permitted by this Agreement;
• (b) reverse engineer, decompile, disassemble, copy, frame, mirror, scrape, translate, create derivative works from or otherwise attempt to derive the source code, underlying ideas, algorithms or non-public APIs of the Platform or any Module, except to the extent such restriction cannot lawfully be excluded;
• (c) use the Platform or any Module to develop, train, improve or provide a competing product or service;
• (d) remove, alter or obscure any proprietary notices, confidentiality legends, security controls or attribution notices;
• (e) interfere with, disrupt, test, scan or circumvent the operation, integrity, security or performance of the Platform or any Module;
• (f) access or use the Platform or any Module in excess of the Scope of Use;
• (g) use the Platform or any Module in breach of Applicable Laws, to infringe rights of others, or to transmit malware, malicious code, unlawful content or objectionable material; or
• (h) permit any unauthorised person to access the Platform or any Module.

6.2 Acceptable Use Policy

The Customer must comply with any Acceptable Use Policy published or notified by STA for the relevant Platform or Module. In the event of inconsistency between this Agreement and the Acceptable Use Policy, this Agreement prevails except to the extent the Acceptable Use Policy imposes additional security, operational or lawful-use requirements that are reasonably necessary for the operation of the Platform.

7. Customer Responsibilities

7.1 Lawful data and authority

The Customer is responsible for the accuracy, quality, integrity and legality of Customer Data and for ensuring that it has all rights, consents and lawful bases required to collect, use, upload, process and disclose Customer Data to STA and through the Platform or any Module.

7.2 Platform suitability

The Customer is responsible for determining whether the Platform and each Module are suitable for the Customer's intended business purposes, technical environment, reporting needs and regulatory obligations.

7.3 Administrators and configuration

The Customer is responsible for assigning appropriate administrators, managing roles and permissions, configuring settings, maintaining its own internal governance controls, and verifying that the Customer's chosen configuration and outputs are appropriate for its intended use.

7.4 Third-party systems

The Customer is responsible for any third-party systems, browsers, networks, telecommunications services, devices, integrations or software used with the Platform unless expressly provided by STA under an Order. STA does not warrant ongoing interoperability with third-party products except to the extent expressly stated in the Documentation.

7.5 Emissions, sustainability and reporting outputs

The Customer acknowledges that calculations, dashboards, analytics, reports, statements, factors, benchmarks, recommendations, estimates and other outputs generated through the Platform or any Module depend on the Customer Data, assumptions, configurations, methodologies, selected factors and user decisions applied by or for the Customer. Unless expressly agreed in writing, the Platform and Modules are tools to assist the Customer and do not constitute legal advice, accounting advice, assurance services, engineering advice, audit services, tax advice or a guarantee that the Customer's disclosures, emissions reporting, sustainability statements or regulatory submissions will satisfy any Applicable Law, standard, framework or third-party assurance requirement. The Customer remains solely responsible for review, verification and approval of all outputs and for its compliance decisions.

8. Customer Data, Privacy and Security

8.1 Customer ownership of Customer Data

As between the parties, the Customer retains all right, title and interest in and to Customer Data. The Customer grants STA a non-exclusive, worldwide, revocable (subject to this Agreement), royalty-free licence to host, copy, transmit, process, display, analyse, back up and otherwise use Customer Data solely as reasonably necessary to provide, secure, support, maintain and improve the Platform, the Modules and related services, to prevent fraud or misuse, to comply with law, and as otherwise permitted by this Agreement or the Customer's instructions.

8.2 Privacy compliance

Each party must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and other applicable Privacy Laws to the extent they apply to that party's collection, handling, storage, use, disclosure or processing of Personal Information under or in connection with this Agreement.

8.2.1. Third-party service providers
The Customer acknowledges that STA may use third-party service providers to host, secure and operate the Platform and to process payments connected with Orders, renewals and additional licenses. As at the Effective Date, these providers include DigitalOcean for hosting infrastructure and Stripe for payment processing. STA remains responsible for its obligations under this Agreement notwithstanding its use of such providers.

8.3 Privacy roles

To the extent STA processes Personal Information contained in Customer Data on the Customer's behalf for the purpose of providing the Platform or any Module, the Customer appoints STA as its service provider or processor for that purpose and authorises STA to engage hosting providers, infrastructure providers, subprocessors and subcontractors reasonably required to deliver the services, subject to STA remaining responsible for their performance to the extent provided in this Agreement.

8.4 Security measures

STA will maintain reasonable administrative, physical and technical safeguards designed to protect Customer Data against unauthorised access, disclosure, loss or misuse, having regard to the nature of the Platform, the Modules and the data processed by them. The Customer acknowledges that no internet-based service is entirely risk-free and that security incidents may still occur despite reasonable safeguards.

8.5 Security incident notification

If STA becomes aware of a verified security incident involving unauthorised access to, or unauthorised disclosure, loss or destruction of, Customer Data in STA's systems that is likely to materially affect the Customer, STA will notify the Customer without undue delay after verification and will provide information reasonably available to STA to assist the Customer to assess the incident and meet any legal obligations. The Customer will reasonably cooperate with STA in relation to any investigation, containment, mitigation and remediation steps.

8.6 Data export and deletion

During the Subscription Term, the Customer may export or retrieve Customer Data using the standard export functionality made available in the Platform or otherwise offered by STA for the relevant Module. After expiry or termination of the relevant subscription, STA may retain Customer Data for up to 30 days, or such longer period required by law, system backup cycles or reasonable disaster recovery processes, after which STA may delete or de-identify the Customer Data unless otherwise agreed in writing.

8.7 De-identified and aggregated data

Provided that no individual, Customer or confidential business information is identified, and subject to applicable Privacy Laws, STA may compile, use and disclose de-identified or aggregated usage data, service analytics, benchmarking information and system performance data for product support, service improvement, security, analytics, research, business intelligence and statistical reporting purposes.

9. Support, Maintenance and Service Changes

9.1 Support Services

If included in the Order, STA will provide Support Services during the Subscription Term in accordance with the applicable support description or Support Policy then in effect for the purchased subscription tier or support package.

9.2 Planned maintenance

STA may perform scheduled maintenance, upgrades, patches, releases and emergency maintenance. Where reasonably practicable, STA will provide prior notice for planned maintenance that is likely to cause a material interruption to the Platform or a Module.

9.3 Service modifications

STA may modify, update, improve, replace or discontinue features, interfaces or functionality of the Platform or any Module from time to time, provided that STA will not materially reduce the core functionality of a paid Module during the then-current Subscription Term except where reasonably necessary for legal, security, technical, supplier, infrastructure or interoperability reasons.

9.4 Beta, trial and pre-release services

Any beta, trial, evaluation, proof-of-concept, pilot, early access or pre-release functionality is provided on an "as is" basis, may be modified or withdrawn at any time, may not be subject to the same support, security, availability or data retention standards as generally available services, and may be subject to additional terms notified by STA.

10. Fees, Billing, GST and Renewals

10.1 Fees

The Customer must pay all fees, charges, usage fees, overage fees, implementation fees and other amounts stated in the applicable Order, invoice or online checkout. “Unless expressly stated otherwise in an Order, fees are payable in advance and are non-cancellable and non-refundable, except as expressly stated in this Agreement or to the extent Applicable Law requires a refund, credit, resupply or other remedy.

10.2 GST

Unless expressly stated otherwise, all fees and other amounts are exclusive of GST. If GST is payable on a taxable supply made under or in connection with this Agreement, the Customer must pay to STA, in addition to the consideration otherwise payable, an amount equal to the GST payable, at the same time and in the same manner as the consideration is payable, subject to receipt of a valid tax invoice.

10.3 Payment methods

If the Customer provides a credit card, debit card, direct debit authority or other recurring payment authority, the Customer authorises STA or its payment processor to debit that payment method for the initial Order, each renewal, any additional Module purchase, any additional User Licence purchase, any overage charges and other amounts properly due under this Agreement.

Payment processing
All online card payments are processed by Stripe as STA’s third-party payment processor. The Customer authorises STA and Stripe to process payments, renewals, applicable taxes, chargebacks, reversals and related payment administration in accordance with the Order, this Agreement and Stripe’s applicable processing requirements.
Cross-border payment processing
The Customer acknowledges that payment-related personal information may be processed outside Australia by Stripe and its affiliates or service providers as part of providing payment services to STA.

10.4 Auto-renewal

Unless an Order expressly states otherwise, each Subscription Term automatically renews for a further period equal to the expiring Subscription Term or, if the expiring Subscription Term is longer than 12 months, for 12 months, unless either party gives notice of non-renewal before the renewal date. The Customer may elect non-renewal through the account settings, by written notice, or by another cancellation mechanism made available by STA. For annual subscriptions, STA will use reasonable efforts to provide an electronic renewal reminder before renewal.

10.5 Price changes

STA may change fees for a renewal Subscription Term by giving at least 30 days' prior notice before the applicable renewal date. Any fee change takes effect from the start of the next renewal Subscription Term unless the parties agree otherwise in writing.

10.6 Additional purchases and overages

If the Customer purchases additional Modules, additional User Licences or other add-ons, or if the Customer exceeds the Scope of Use and STA elects to permit continued use, STA may invoice or charge the Customer for that additional use at the then-current rate or the rate otherwise communicated to the Customer at the time of purchase or overage notification.

10.7 Suspension for non-payment

If any amount remains overdue, STA may suspend the Customer's access to the affected Platform or Module after giving at least 7 days' prior written notice, unless a shorter period is reasonably required because of fraud, chargeback risk or other material payment risk. STA may continue to charge reasonable late payment interest on overdue amounts at the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) or, if no such rate applies, at 2% per annum above the Reserve Bank of Australia's cash rate, calculated daily and compounded monthly.

11. Suspension and Protective Action

11.1 Suspension rights

STA may suspend, restrict or remove access to all or part of the Platform, a Module, an Account or any User if STA reasonably believes that:

• (a) the Customer or a User has breached this Agreement;
• (b) the Customer's or a User's conduct creates a security risk, legal risk, fraud risk or material operational risk to the Platform, STA, other customers or any third party;
• (c) the Scope of Use has been materially exceeded and the Customer has not promptly purchased the required additional entitlement after notice;
• (d) Customer Data or use of the Platform appears unlawful, infringing, harmful, misleading or objectionable; or
• (e) suspension is required by law, court order, regulator direction or a service provider requirement that STA is legally or operationally required to follow.

11.2 Notice and restoration

Where reasonably practicable, STA will give prior notice of suspension and an opportunity to remedy the issue. STA will restore access once the grounds for suspension have been resolved to STA's reasonable satisfaction.

12. Intellectual Property and Feedback

12.1 Ownership

The Platform, each Module, the Documentation and all related Intellectual Property Rights are and remain owned by STA or its licensors. No ownership rights are transferred to the Customer under this Agreement. The Customer acquires only the limited contractual right to access and use the Platform and purchased Modules during the applicable Subscription Term.

12.2 Customer materials

As between the parties, the Customer retains ownership of its pre-existing materials, Customer Data and any other materials supplied by the Customer. The Customer grants STA the rights reasonably necessary to use those materials for the purpose of performing this Agreement.

12.3 Feedback

If the Customer or any User provides suggestions, comments, enhancement requests, ideas, recommendations or other feedback relating to the Platform or any Module, the Customer grants STA a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, adapt and exploit that feedback without restriction or obligation, provided STA does not identify the Customer as the source of the feedback without consent.

13. Confidentiality

13.1 Confidentiality obligations

Each receiving party must:

• (a) keep the disclosing party's Confidential Information confidential and protected using at least reasonable care;
• (b) use the Confidential Information only to perform or exercise its rights under this Agreement; and
• (c) disclose the Confidential Information only to those of its employees, officers, professional advisers, subcontractors, subprocessors and Affiliates who have a genuine need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this clause.

13.2 Permitted disclosures

A receiving party may disclose Confidential Information to the extent required by law, court order, regulator request or stock exchange requirement, provided that, where legally permitted, it gives the disclosing party prior notice and reasonably cooperates with any lawful request to limit or protect the disclosure.

13.3 Injunctive relief

Each party acknowledges that unauthorised use or disclosure of Confidential Information may cause harm not adequately compensable by damages alone. The disclosing party may seek urgent injunctive or equitable relief in addition to any other available remedies.

14. Warranties, Disclaimers and Australian Consumer Law

14.1 Mutual authority warranty

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.

14.2 STA performance warranty

STA warrants that, during the applicable Subscription Term, the generally available Platform and purchased Modules will perform in all material respects in accordance with the Documentation when used as authorised under this Agreement.

14.3 Remedy for breach of performance warranty

If the Customer notifies STA in reasonable detail of a breach of clause 14.2 during the applicable Subscription Term, STA will use reasonable efforts to correct the non-conformity. If STA cannot correct the non-conformity within a reasonable period, either party may terminate the affected subscription and STA will refund any prepaid fees covering the unused portion of the terminated Subscription Term for the affected subscription. This is the Customer's exclusive contractual remedy for breach of clause 14.2, subject always to clause 14.5.

14.4 General disclaimer

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Platform, each Module, Support Services, beta services and all related services are provided "as is" and "STA" disclaims all implied warranties, guarantees, representations and conditions, including as to merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, ongoing interoperability with third-party systems, and accuracy of outputs generated from Customer Data. The Customer acknowledges that software services may be subject to downtime, latency, defects, internet risks and security risks despite reasonable safeguards.

14.5 Australian Consumer Law

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, statutory guarantee, condition, warranty, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, the Fair Trading Act 1999 (Vic) or any other law where to do so would be unlawful. To the extent STA is permitted by law to limit any non-excludable liability relating to services, STA limits its liability to resupplying the relevant services or paying the reasonable cost of having the relevant services supplied again, at STA's election.

15. Indemnities

15.1 Customer indemnity

The Customer indemnifies and must keep STA, its officers, employees, contractors and agents indemnified against any Loss suffered or incurred by them arising out of or in connection with any third-party claim, demand, action, proceeding or investigation to the extent arising from:

• (a) Customer Data, Submitted Materials or other material supplied by or on behalf of the Customer;
• (b) the Customer's or any User's breach of this Agreement;
• (c) the Customer's or any User's unlawful, misleading, infringing or negligent conduct in connection with the Platform or any Module; or
• (d) the Customer's breach of applicable Privacy Laws, data protection obligations or confidentiality obligations, except to the extent the Loss was caused by STA's breach of this Agreement, negligence, fraud or wilful misconduct.

15.2 STA IP indemnity

STA will defend the Customer against any third-party claim that the Customer's authorised use of a generally available Module infringes that third party's Australian copyright, registered trade mark or patent right, and STA will pay any damages finally awarded or agreed in settlement in relation to that claim, provided that the Customer:

• (a) promptly notifies STA of the claim;
• (b) gives STA sole control of the defence and settlement of the claim; and
• (c) provides reasonable cooperation at STA's expense. This clause does not apply to claims arising from Customer Data, Customer modifications, unauthorised use, use in combination with items not supplied by STA, beta services, or use after STA has provided a non-infringing alternative or instructed the Customer to cease the infringing use.

15.3 IP infringement response options

If a claim under clause 15.2 arises, or in STA's reasonable opinion is likely to arise, STA may, at its option:

• (a) procure the right for the Customer to continue using the relevant service;
• (b) modify or replace the relevant service so that it becomes non-infringing without materially reducing its core functionality; or
• (c) terminate the affected subscription and refund prepaid fees for the unused portion of the affected Subscription Term. This clause 15 states the Customer's exclusive contractual remedy, and STA's entire contractual liability, for third-party intellectual property infringement claims, subject always to any non-excludable rights under law.

16. Limitation of Liability

16.1 Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, punitive or exemplary loss, or for any loss of profits, revenue, business opportunity, anticipated savings, goodwill or data, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), equity, statute or otherwise, even if the party knew or ought to have known that such loss was possible.

16.2 General liability cap

To the maximum extent permitted by law, each party's aggregate liability arising out of or in connection with this Agreement will not exceed the total fees paid or payable by the Customer to STA under this Agreement for the 12 months immediately preceding the event first giving rise to the claim.

16.3 Exclusions from the cap

The limitation in clause 16.2 does not apply to:

• (a) the Customer's obligation to pay fees and charges properly due under this Agreement;
• (b) the Customer's liability under clause 15.1;
• (c) either party's fraud, wilful misconduct or unlawful conduct that cannot be limited by law; or
• (d) liability that cannot lawfully be excluded or limited under Applicable Laws.

16.4 Fair allocation of risk

The parties acknowledge that the fees and charges payable under this Agreement reflect the allocation of risk in this Agreement and that the limitations in this clause are a material basis of the bargain between the parties.

17. Term, Termination and Consequences

17.1 Agreement term

This Agreement commences when accepted by the Customer and continues until all Subscription Terms and other services under all Orders have expired or been terminated.

17.2 Termination for convenience by non-renewal

Either party may elect non-renewal of a Subscription before the applicable renewal date. The Customer may also cancel a Subscription during the Subscription Term under clause [Customer Cancellation, Access Until Expiry and No Refund for Convenience Cancellation], in which case the cancellation takes effect only at the end of the then-current Subscription Term unless STA expressly agrees otherwise in writing. No refund is payable for non-renewal or convenience cancellation except as expressly stated in this Agreement or required by Applicable Law.

17.3 Termination for cause

Either party may terminate this Agreement or an affected Order immediately by written notice if the other party:

• (a) commits a material breach of this Agreement that is incapable of remedy;
• (b) commits a material breach capable of remedy and fails to remedy it within 30 days after receiving notice requiring it to do so; or
• (c) becomes insolvent, enters external administration, ceases to carry on business without a successor, or is otherwise unable to pay its debts as and when they fall due.

17.4 Immediate termination by STA

STA may terminate this Agreement or suspend or terminate an affected subscription immediately if the Customer or a User engages in unlawful conduct, serious security misuse, repeated payment default, repeated breach of this Agreement, or conduct that creates a material risk to STA, the Platform, other customers or third parties and is not capable of being adequately managed by suspension alone.

17.5 Consequences of expiry or termination

Upon expiry or termination of the relevant subscription or this Agreement:

• (a) subject to any continued access expressly permitted under clause [Customer Cancellation, Access Until Expiry and No Refund for Convenience Cancellation], the Customer’s rights to access and use the affected Platform and Modules cease immediately on expiry or termination.
• (b) the Customer must cease all unauthorised use of the affected services;
• (c) each party must, on request, return or destroy the other party's Confidential Information, subject to ordinary backup retention, legal retention obligations and system archives; and
• (d) accrued rights, payment obligations and any provisions intended to survive will continue in force.

17.6 Survival

Clauses concerning fees, restrictions, Customer responsibilities, privacy, security, confidentiality, intellectual property, indemnities, limitation of liability, dispute resolution, governing law, notices and all other provisions that by their nature should survive do survive expiry or termination of this Agreement.

18. Changes to this Agreement and Policies

18.1 Changes generally

STA may update this Agreement and any applicable Product Terms, Support Policy, Service Level terms, Privacy Policy, Data Processing Addendum or Acceptable Use Policy by publishing the updated version on STA's website or by otherwise notifying the Customer.

18.2 Timing of changes

For paid subscriptions, a material adverse change to this Agreement will take effect on the next renewal of the affected subscription unless the change is reasonably required:

• (a) to comply with Applicable Law or a regulator requirement;
• (b) to address security, fraud, abuse or technical integrity issues; or
• (c) to reflect new functionality, removed functionality, supplier changes or operational changes that do not materially reduce the core paid service purchased by the Customer.

18.3 Customer remedy for mid-term adverse change

If STA makes a material adverse change during a current paid Subscription Term under clause 18.2(a), (b) or (c), and the change materially and adversely affects the Customer, the Customer may terminate the affected subscription by written notice within 30 days after being notified of the change. In that case, STA will refund prepaid fees covering the unused portion of the affected Subscription Term for the terminated subscription. This is the Customer's sole contractual remedy for such change.

19. Dispute Resolution

19.1 Escalation

A party claiming that a dispute has arisen under or in connection with this Agreement must first give the other party a written notice describing the dispute in reasonable detail. Within 10 Business Days after that notice, senior representatives of each party must confer in good faith to attempt to resolve the dispute.

19.2 Mediation

If the dispute is not resolved within 20 Business Days after the dispute notice, either party may refer the dispute to mediation administered in Melbourne, Victoria by the Resolution Institute or another mediator agreed by the parties. The parties must participate in good faith. Each party will bear its own costs of the mediation and share the mediator's costs equally, unless otherwise agreed or directed in a settlement.

19.3 Urgent relief

Nothing in this clause prevents either party from seeking urgent interlocutory, injunctive or equitable relief from a court of competent jurisdiction at any time.

20. General

20.1 Compliance with law

Each party must comply with Applicable Laws in connection with its performance of this Agreement.

20.2 Assignment

The Customer must not assign, novate, transfer or otherwise deal with this Agreement or any rights under it without STA's prior written consent, not to be unreasonably withheld. STA may assign or novate this Agreement to an Affiliate or to a purchaser of the relevant business, assets or service line on written notice to the Customer.

20.3 Subcontractors

STA may use subcontractors, subprocessors, hosting providers and Affiliates to perform part of its obligations under this Agreement, provided STA remains responsible for their performance to the extent required by this Agreement.

20.4 Force majeure

Neither party is liable for any delay or failure to perform an obligation under this Agreement, other than payment obligations, to the extent caused by an event beyond that party's reasonable control, including natural disasters, internet or telecommunications failures outside that party's systems, labour disputes, war, terrorism, civil disorder, pandemics, utility outages, acts of government or failures of key suppliers not caused by that party.

20.5 Entire agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior proposals, discussions, representations and agreements about that subject matter.

20.6 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision is to be read down to the minimum extent necessary or, if it cannot be read down, severed, and the remainder of this Agreement continues in full force and effect.

20.7 Waiver

A waiver of a provision of this Agreement is effective only if in writing and signed by the party granting the waiver. A failure or delay to exercise a right does not operate as a waiver.

20.8 Relationship of the parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, fiduciary relationship, joint venture or employment relationship between them.

20.9 Governing law and jurisdiction

This Agreement is governed by the laws of Victoria, Australia. Subject to clause 19, the parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth courts sitting in Victoria.

20.10 Notices

A notice under this Agreement must be in writing and may be given by email: [email protected], by an in-product notice to the authorised account contact, or by another written method permitted by law. A notice is taken to be received when the sender receives confirmation of transmission or, if no confirmation is received, on the next Business Day after sending, unless the sender receives an automated notice that delivery failed.

21. Customer Cancellation, Access Until Expiry and No Refund for Convenience Cancellation

1. Customer cancellation
   The Customer may cancel a Subscription at any time through the Account settings, by email [email protected], or by any other cancellation method made available by STA.
2. Effect of cancellation
   A cancellation under this clause does not terminate the current Subscription Term. It operates only as notice that the Subscription will not renew at the end of the then-current Subscription Term, unless STA expressly agrees otherwise in writing.
3. Access until expiry
   Subject to the Customer’s continued compliance with this Agreement and payment of all amounts due, the Customer may continue to access and use the relevant Module, Account and authorised User Licences until the expiry of the then-current Subscription Term.
4. No refund for convenience cancellation
   Except as expressly stated in this Agreement or required by Applicable Law, all fees for the current Subscription Term, including fees for Modules, additional User Licences, add-ons and implementation or onboarding services, are non-cancellable and non-refundable, and no pro-rata or other refund, credit or rebate is payable where the Customer cancels for convenience.
5. Access ceases at end of term
   On expiry of the then-current Subscription Term, the cancelled Subscription will end automatically and the Customer’s rights to access and use the affected Module and associated User Licences will cease, unless the Customer has purchased a renewal or another applicable subscription.
6. STA rights preserved
   Nothing in this clause limits STA’s right to suspend or terminate access earlier in accordance with this Agreement for non-payment, material breach, unlawful use, security risk, misuse of the Platform or any other contractual ground for suspension or termination.
7. Australian Consumer Law carve-out
   Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, statutory guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, the Fair Trading Act 1999 (Vic) or any other applicable law.

Schedule 1 - Platform, Modules and Subscription Structure

This Schedule forms part of the Agreement and summarises the intended commercial structure for online sales through the EmissionsTracker platform.

Schedule 1A - Platform and Module Framework

Execution Note

This Agreement is intended primarily for online acceptance by clickwrap or equivalent electronic acceptance and does not require wet-ink signature unless STA elects to use a signed Order or negotiated variation.