Terms and conditions.

Last updated: June 2023.

1. Introduction

(a) These terms and conditions (Terms) apply when you use our website https://kandu.earth (Website) and associated products (including learning content) we use to provide Services to you (Services).

(b) You agree to be bound by these Terms which form a binding contractual agreement between you and us, kandu sustainability Pty Limited (ABN 93 664 619 407) (kandu, our, we or us).

(c) Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website and accessing our Services, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of our Services, immediately.

(d) We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.

(e) The Website is operated by kandu sustainability Pty. Ltd., (ABN 93 664 619 407) (kandu). Access to and use of the Website, or Services, is provided by kandu sustainability Pty. Ltd.

(f) kandu reserves the right to review and change any of the Terms by updating this page at its sole discretion. When kandu updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

You accept the Terms by remaining on the Website. Where the option is available in the Services user interface, you may also accept the Terms by “clicking accept” or “Agree to the Terms”.

3. About the Service

(a) kandu Services support Members in becoming more successful in business and improving their sustainability profile and sustainability scores.

(b) In order to access the Services, Members are required to sign up through the website or platform link (Account).

(c) You acknowledge and agree that the accounts offered, as well as the account features may change from time to time and may be governed by separate terms which apply specific to the account. Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.

(d) Some accounts may be governed by a separate Software Licensing Agreement with kandu, which may amend the terms of use. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable Software Licensing Agreement.

4. Acceptable use

The Services and the Website must only be used lawfully. kandu reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the service:

(a) To engage in any act that would disrupt the access, availability, and security of the Website, the Services, including but not limited to:

(i) tampering with, reverse-engineering, or hacking our servers;

(ii) modifying, disabling, or compromising the performance;

(iii) overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources;

(iv) compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by kandu;

(b) for any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws;

(d) to misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with kandu or any third party;

(e) to access or search any part of the Service, or any other Service owned by kandu other than our publicly supported interface, or otherwise allowed for in an applicable software licensing agreement;

(f) to post, upload, share, or otherwise circulate content in violation of terms.

(g) You must not:

(i) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;

(ii) Use the Website with the assistance of any automated scripting tool or software;

5. Security and Data Privacy

kandu takes your privacy seriously and information provided through your use of the Website and/or Services are subject to kandu’s Privacy Policy, which is available on the Website.

6. Data Use

kandu collects, stores, and processes your data. The data is used to provide Services to you, as well as to facilitate kandu’s business operations. The Privacy Policy outlines how your data is collected, stored, and processed by kandu. The Privacy Policy also addresses kandu's processes, policies, and obligations in respect of data encryption and removal requests.

7. Copyright and Intellectual Property

(a) The Website, the Services and all of the related brand extensions of kandu Sustainability Pty. Ltd. are subject to copyright. The material on the Website and our content on the Services is protected by copyright under the laws of Australia and through international treaties.

(b) Unless otherwise indicated, all rights (including copyright and intellectual property) in the Services and compilation of the Website including but not limited to text, graphics, logos, button icons, video images, content, audio clips, Website code, scripts, design elements and interactive features are owned or controlled for these purposes, and are reserved by kandu Sustainability Pty. Ltd. or its contributors.

(c) All trademarks, service marks and trade names are owned, registered and/or licensed by kandu Sustainability Pty. Ltd., who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:

(i) use the Website and Service pursuant to the Terms;

(ii) copy and store the Website and the material contained in the Website in your device's cache memory.

(d) kandu Sustainability Pty. Ltd. does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by kandu Sustainability Pty. Ltd.

(e) kandu Sustainability Pty. Ltd. retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

(f) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(i) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(ii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

(g) You may not, without the prior written permission of kandu Sustainability Pty. Ltd. and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms.

8. Your obligations as a Member

As a Member, you accept and agree to comply with the following:

(a) you will not share your profile with any other person;

(b) you will use the Services only for purposes that are permitted by:

i. the Terms; and

ii. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify kandu of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(e) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;

(f) any content that you broadcast, publish, upload, transmit, post or distribute on the Website and Services (Your Content) will always be accurate, correct and up to date and you will maintain reasonable records of Your Content.

(g) you agree not to harass, impersonate, stalk, threaten another Member of the Website (where interaction with other Members is made available to you);

(h) access and use of the Website and Service is limited, non-transferable and allows for the sole use of the Website and Service by you;

(i) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by kandu;

(j) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting data of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(k) you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from Member profiles without notice and may result in termination of the Services. Appropriate legal action will be taken by kandu for any illegal or unauthorised use of the Website; and

(l) you acknowledge and agree that any automated use of the Website or its Services is prohibited.

9. General Disclaimer

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(b) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(ii) kandu will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(c) Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of kandu make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of kandu Sustainability Pty. Ltd.) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);

(iii) costs incurred as a result of you using the Website, the Services or any of the products of kandu; and

(iv) the Services or operation in respect to links which are provided for your convenience.

10. Limitation of Liability

(a) kandu's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

(b) You expressly understand and agree that kandu, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

11. Termination of Contract

(a) The Terms will continue to apply until terminated by either you or by kandu as set out below.

(b) If you want to terminate the Terms, you may do so by:

(i) not renewing the Subscription prior to the end of the Subscription Period;

(ii) providing kandu with 7 days’ notice of your intention to terminate; and

(iii) closing your accounts for all of the Services which you use, where kandu Sustainability Pty. Ltd. has made this option available to you.

(i) you have breached any provision of the Terms or intend to breach any provision;

(ii) kandu Sustainability Pty. Ltd. is required to do so by law;

(iii) the provision of the Services to you by kandu Sustainability Pty. Ltd. is, in the opinion of kandu Sustainability Pty. Ltd., no longer commercially viable.

(d) Subject to local applicable laws, kandu Sustainability Pty. Ltd. reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts kandu Sustainability Pty. Ltd.'s name or reputation or violates the rights of those of another party.

12. Indemnity

You agree to indemnify kandu Sustainability Pty. Ltd., its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

13. Dispute Resolution

13.1. Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

13.2. Notice:

A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

13.3. Resolution:

On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:

(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association;

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d) The mediation will be held in Melbourne, Australia.

13.4. Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence

13.5. Termination of Mediation:

If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

13. Venue and Jurisdiction

The Services offered by kandu Sustainability Pty. Ltd. is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria.

14. Governing Law

The Terms are governed by the laws of Victoria. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

15. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

16. Contact details

For general inquiries: impact@kandu.earth

Address for service of notices for kandu sutainability:

kandu Sustainability Pty. Ltd.

LOCKED BAG 777

Melbourne VIC 8007