Register - Green2View

Last Updated: May 20, 2025

PLEASE READ THIS TERMS OF USE AGREEMENT (“THE AGREEMENT”) CAREFULLY BEFORE USING GREEN2VIEW’S SERVICES. THE TERMS ARE ENTERED INTO BETWEEN YOU, AN END USER OF THE GREEN2VIEW SERVICES (AS DEFINED BELOW) (EACH SUCH END USER, A ‘USER’), AND GREEN2VIEW PTY LIMITED (“GREEN2VIEW”). BY COMPLETING THE REGISTRATION PROCESS FOR, OR OTHERWISE BY ACCESSING OR USING GREEN2VIEW’S SOFTWARE SERVICES MADE AVAILABLE BY GREEN2VIEW IN ANY WAY, (“THE SERVICES”) OFFERED, YOU (“THE CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS OF USE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF USE OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

The Agreement is entered into between the Customer and Green2View Pty Limited, ABN: 15 168 918 518 (Green2View’). Green2View and the Customer agree that the following terms and conditions will apply to the services provided under the Agreement and Customer Orders placed thereunder.

DEFINITIONS

‘Administrator User’ means each Customer employee designated by the Customer to serve as technical administrator of the Green2View Services on the Customer’s behalf.

‘Customer Content’ means all data and materials provided by the Customer to Green2View for use relating to the Services, including, without limitation, the Customer applications, data files, video, images and graphics, the Customer’s suppliers’ data files and other materials you upload, submit, or otherwise transmit to or through Hosted Services.

‘Customer Order’ means the placement of an order by the Customer for the Green2View Services, agreement with the Terms of Use Agreement and acceptance of the order by Green2View.

‘Customised Proposal’ means a specific proposal developed for a Customer for the Green2View Services, agreement with the Terms of Use Agreement and acceptance of the order by Green2View.

‘Documentation’ means user guides, release notes, text, designs, ideas, images, layout, graphics, and other documentation provided or made available by Green2View to the Customer regarding the use or operation of the Services.

‘Effective Date’ means the date this Agreement is commenced either by completing the Customer Order or by clicking on the ‘I agree’ or similar button that is presented to the Customer at time of order or registration, or by using or accessing Green2View services, demo systems and trials.

‘Host’ means the computer equipment on which the Green2View Services are installed, which is owned, leased, or operated by Green2View or its subcontractors or partners.

‘Services’ means the Green2View ESG Sustainability Platform, Green2View Lite™,software and applications delivered as a SaaS (Software-as-a-Service) provided to the Customer on a subscription basis.

‘Maintenance Services’ means the support and maintenance services provided by Green2View to the Customer pursuant to the Agreement.

‘Other Services’ means all technical and non-technical services performed or delivered by Green2View under the Agreement, including without limitation, implementation services and other professional services.

‘Green2View Properties’ means collectively the Green2View Software, Services, SaaS Services, Documentation (as these terms are defined herein).

‘Schedule’ is a written document attached to the Customer Order, executed separately by Green2View and the Customer to purchase Green2View Services under the Terms of this Agreement.

‘Software’ means the object code version of any software to which the Customer is provided access as part of the Services, including any updates or new versions.

‘SaaS Services’ refer to the specific Green2View internet-accessible services that provides use of Green2View’s Services that are hosted by Green2View or its services providers and made available to the Customer over a network on a term-use basis.

‘ESG Sustainability Platform Software’ refers to the software developed and owned by Green2View and/or its partners.

‘Green2View Lite™’ refers to the software developed and owned by Green2View and/or its partners.

‘Subscription Term’ means that period specified in a Schedule or Customised Proposal during which the Customer will have on-line access and use of the Services through Green2View’s SaaS Services.

SERVICES AND LICENSE RIGHTS
1. This Agreement governs Green2View’s Services and any related support or maintenance services provided by Green2View. Subject to your compliance with the Terms, during the Subscription Term, Green2View grants you a limited nonexclusive, non-assignable, non-sublicensable, revocable right to access and use the Services solely for the Customer’s internal business operations permitted by the Terms, during the applicable Subscription Term in accordance with this Agreement.
2. The Customer acknowledges that Green2View’s Services are provided as an on-line, subscription-based service and that Green2View will not be delivering copies of the Software to the Customer as part of the Service.
3. The Customer acknowledges that Green2View may make changes to the Services from time to time.
4. You understand that Green2View are evolving. As a result, Green2View may require you to accept updates to Green2View’s Services with or without notifying you. You may need to update third-party software from time to time to use Green2View’s Services.
RESTRICTIONS
1. The rights granted to you in the Agreement are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Green2View Properties or any portion of Green2View Properties; (ii) you shall not frame or utilize framing techniques to enclose any trademark, logo or other Green2View Properties (including images, text, page layout or form) of Green2View; (iii) you shall not use any metatags or other ‘hidden text’ using Green2View’s name or trademarks; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Green2View Properties; (v) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to ‘scrape’ or download data from any web pages contained in Green2View Properties; (vi) you shall not access Green2View Properties in order to build a similar or competitive service, application or website; (vii) except as expressly stated herein, no part of Green2View Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (viii) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Green2View Properties. Any future release, update or other addition to Green2View Properties shall be subject to the Agreement. Green2View, its suppliers and services providers reserve all rights not granted in the Agreement. Any unauthorized use of Green2View Properties terminates the right of use and licenses granted by Green2View pursuant to the Agreement.
2. Subject to the limited licenses granted herein, Green2View shall own all right, title, and interest in and to the Green2View Properties, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. The Customer agrees to assign all right, title, and interest it may have in the foregoing to Green2View.
SERVICES TERMS
1. Assistance. The Customer shall provide commercially reasonable information and assistance to Green2View to enable Green2View to deliver the Services. Upon request from Green2View, the Customer shall promptly deliver Customer Content to Green2View in an electronic file format specified and accessible by Green2View. The Customer acknowledges that Green2View's ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.
2. Compliance with Laws. The Customer shall comply with all applicable local, state, federal and international laws regarding its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. The Customer acknowledges that Green2View exercises no control over the content of the information transmitted by the Customer through the Services. The Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
3. Unauthorised Use; False Information. The Customer shall: (a) notify Green2View immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security; (b) report to Green2View immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Customer; (c) ensure the total data storage allocated as per the Schedule or Customer Proposal is not exceeded and if additional data storage is required the Customer will ensure these are obtained from Green2View prior to continuing use; and (d) not provide false identity information to gain access to or use the Services.
4. Administrator User Access. The Customer must ensure all authorized Administrator Users keep their user ID’s and passwords for the Services strictly confidential and not share such information with any unauthorized person. The Customer shall be solely responsible for the acts and omissions of its Administrator Users. Green2View shall not be liable for any loss of data, inaccuracy of data, loss of functionality caused directly or indirectly by the Administrator Users.
5. Customer Input. The Customer is solely responsible for collecting, inputting, and updating all Customer Content stored on the Green2View hosted platform, and for ensuring that the Customer Content does not (a) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party, or (b) contain anything that is obscene, defamatory, harassing, offensive or malicious.
6. No Obligation to Pre-Screen Content. You acknowledge that Green2View has no obligation to pre-screen Content (including, but not limited to, User Content), although Green2View reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your Content, including without limitation chat, text, or voice communications. If Green2View pre-screens, refuses, or removes any Content, you acknowledge that Green2View will do so for Green2View’s benefit, not yours. Without limiting the foregoing, Green2View shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
7. License from the Customer.Subject to the terms and conditions of this Agreement, the Customer shall grant to Green2View a non-exclusive, worldwide, royalty-free right to collect, copy, store, configure, perform, display, transmit, modify the Customer content solely as necessary to (a) provide the Services to the Customer; (b) where necessary access the Customer account or instance in order to respond to your support requests, (c) improve the Green2View Services, and (d) to produce Benchmark Reports for distribution to Green2View customers and third parties using anonymised data and information which does not directly identify you.
8. Ownership and Restrictions. The Customer retains ownership and intellectual property rights in and to its Customer Content provided to Green2View. Green2View or its licensors retains all ownership and intellectual property rights to the Green2View Properties, including but not limited to software programs, graphics, algorithms, reports, and anything developed and delivered under the Agreement.
9. Suggestions. Green2View shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendation or other feedback provided by the Customer relating to the operation of the Services.
10. Security. Green2View implements security procedures to help protect Customer Content from security attacks. However, the use of hosted services necessarily involves transmission of Customer Content over networks that are not owned, operated or controlled by Green2View, and Green2View is not responsible for any Customer Content lost, altered, intercepted or stored across such networks. Green2View cannot guarantee that our security procedures will be error-free, that transmission of Customer Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
SUBSCRIPTION PAYMENT TERMS Green2View ESG Sustainability Platform
1. Orders. The Customer shall order Services pursuant to a Schedule or customised proposal. All services acquired shall be governed exclusively by this Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule or customised proposal and this Agreement, the terms of the Agreement shall take precedence.
2. Invoicing and Payment. Services are provided on a subscription basis for a set term of 12 months (‘Subscription Term’). The Subscription Term will commence on the date the Customer is issued with a Green2View Administrator User subscriber access link to the Services.
  1. During the first 12-month subscription year, the Customer may cancel the Services with 90 days’ notice from the end of the first month. In this event the remaining paid subscription (approx. 8 months) will be refunded to the Customer. No set up fees, consulting fees or customisation fees, if applicable, will be refunded.
  2. If the Customer cancels after the first 120 days of the subscription period, the subscription will terminate at the end of the then current billing cycle, but the Customer will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
  3. Green2View will issue a renewal invoice to the Customer within 30 days prior to the expiry of the first 12-month subscription year. Renewal of subscriptions will be equal to your initial Subscription Term (and the Customer will be charged at the then current rates) unless the Customer cancels the subscription through the Green2View digital contact: admin@green2view.com.
  4. Term contracts are offered for 2 and 3 years and attract additional discounts which are negotiated and included in the Customer Schedule or proposal. A longer contract term assists Green2View in capacity planning. The Customer may cancel during this longer term, under terms defined in 5.2.1,5.2.2,5.2.3.
  5. Full payment of the Services subscription and if applicable other services, must be made within thirty (30) days of the date of subscription invoice and must be received by EFT into the Green2View bank account prior to the commencement of the Subscription Term.
3. Taxes. Green2View shall bill the Customer for applicable taxes as a separate line item on each invoice. The Customer shall be responsible for payment of all Goods and Services Taxes (GST), or similar charges relating to the Customer’s purchase and use of the services.
4. Fee: The Customer must pay Green2View: (1) the Fee; and (2) any other amount payable to the Provider under this Agreement, without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in Australian dollars (AUD$) unless other currency is specified at time of purchase and are payable in advance.
5. Purchase Order: If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
6. Variation: If there is a Variation, Green2View will include the Variation Fees due and payable for the Variation performed in invoice(s) after the performance of any Variation.
7. Taxes: All fees are GST exclusive. If the Customer is located outside Australia, the Customer will not be charged GST but is responsible for all taxes, levies, or duties imposed by taxing authorities in the Customers own country. The Customer shall be solely responsible for payment of all such taxes, levies, or duties. Green2View has no responsibility to pay taxes, levies or duties on the Customers behalf.
8. Payment Terms: The Fees are subject to change upon 30 days’ notice from Green2View to the Customer and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes to the Green2View Site, via email or via a notification within SaaS Service. If the Customer does not agree to the Fee change, it may terminate this Agreement in accordance with the Termination Clause. Notice and opportunity to terminate must be given. Also, such change can only apply to next Plan billing cycle.
9. Payments: Payment for orders placed through this site may be made by credit card processed online using the secure Stripe payment gateway.
10. Green2View utilises the services of Stripe Payments Australia Pty Ltd (ABN 66 160 180 343), trading as "Stripe", as its third-party payment gateway for secure online payment transactions. All payments processed via Stripe are governed by Stripe’s applicable terms and conditions and privacy policy, which are available at www.stripe.com.
11. Unless the Customer provides express consent to the contrary, Green2View does not access or retain any personal information the Customer submits to Stripe, other than the information necessary to process your transaction and deliver the requested service.
12. Credit and debit card payments: Green2View accepts all major credit and debit cards. However, acceptance of credit cards issued by financial institutions outside of Australia may be restricted in some instances. Green2View does not impose any additional fees for transactions made by credit or debit card.
13. Security: While Stripe employs secure technology protocols for processing transactions with our customers, Green2View accepts no liability for any damages, including consequential losses (whether direct or indirect), that may be suffered by a Customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than Green2View.
TERM AND TERMINATION
1. Term of Agreement. The term of this Agreement shall begin on the date (i) the Customer Proposal is signed or (ii) the Schedule to the Agreement is signed by the Customer and will continue until terminated by either party with thirty (30) days written notice from the end of month billing cycle or as applicable in Section 5 and 6 of the Agreement. Green2View may remove or delete Customer Content within a reasonable period after the termination of the Customer’s Subscription term.
2. Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
3. Suspension for Non-Payment. Green2View reserves the right to suspend delivery of the Services if the Customer fails to pay on time any undisputed amounts due to Green2View under this Agreement, but only after Green2View notifies the Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release the Customer of its payment obligations under this Agreement. The Customer agrees that Green2View shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or in relation to suspension of the Services resulting from the Customer’s non-payment.
4. Suspension for Ongoing Harm. Green2View reserves the right to suspend delivery of the Services if Green2View reasonably concludes that the Customer’s use of the Services is causing immediate and ongoing harm to Green2View or others. In the extraordinary case that Green2View must suspend delivery of the Services, Green2View shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Green2View’s rights under Section 6.5 below.
5. Effect of Termination
  1. Upon termination of this Agreement or expiration of the Subscription Term, Green2View will immediately cease providing the Services and all usage rights granted under this Agreement shall terminate.
  2. If Green2View terminates the Agreement due to a breach by the Customer, then the Customer shall immediately pay to Green2View all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If the Customer terminates this Agreement due to a breach by Green2View, Green2View shall immediately repay to the Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after the termination date.
  3. Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
SERVICE LEVEL AND SUPPORT AGREEMENT

The Service Level and Support Agreement (‘SLA’) for the Services is set forth in Exhibit A of the Agreement.

WARRANTIES
1. Warranty. Green2View represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that Services will perform substantially in accordance with the Documentation. For any breach of a warranty, the Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.
2. Green2View does not guarantee that the Services will be performed error-free or uninterrupted, or that Green2View will correct all Services errors. The Customer acknowledges that Green2View does not control the transfer of data over communications facilities, including the internet, and that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3. Green2View will promptly update its Green2View Properties to reflect modifications and revisions to the National Greenhouse and Energy Reporting (Measurement) determination 2008, as established under subsection 10(3) of the National Greenhouse and Energy Reporting Act 2007 (Cth), upon registration and issuance by the Office of Parliamentary Counsel, Canberra. The Customer recognizes that Green2View does not have authority over alterations to energy and emissions factors, as well as standards, or their respective release dates. The Customer acknowledges and accepts that any alterations to these factors and standards may impact historical data entries and calculations entered prior to the registered release date and will take necessary steps to disclose any such changes as it sees fit.
4. This section sets out the sole and exclusive warrant given by Green2View (express and implied) with respect to the subject matter of this Agreement. Neither Green2View or any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free, or error-free, nor shall Green2View nor any of its service providers be liable for unauthorized alteration, theft or destruction of the Customer’s data, files, or programs.
LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING LOSS OF USE, LOSS OF OR DAMAGE TO RECORDS OR DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COST OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTIAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOST REVENUE AND OR PROFITS, SUSTAINED OR INCURRED REGARDLESS OF THE FORM OF ACTION, WHETEHR IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORSEEN AND REGARDLESS OF WHETHER SUCH PARTY HAD RECEIVED NOTICE OR HAD BEEN ADVISED; OR KNEW OR SHOUD HAVE KNOWN, OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES; OR (B) DIRECT DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO GREEN2VIEW FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEEDING THE CLAIM, NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIAIBLITY TO THE CUSTOMER IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE NIL ($0). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD-PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES WHATSOEVER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE PARTIES’ OBLIGATIONS (OR ANY BREACH THEREOF) UNDER SECTIONS ENTITLED (3) RESTRICTIONS, (10) INDEMNITY OR (11) CONFIDENTIALITY.

INDEMNITY
1. Indemnification by Green2View. Green2View shall defend and/or handle at its own cost and expense any claim or action against the Customer, for infringement of any patent, copyright, trademark, or similar property right based on any deliverable or any other materials other than Baseline Software and Systems or any Derivative Work from Baseline Software and Systems, furnished hereunder by Green2View. If such infringement claim or action has occurred, the Customer shall allow Green2View, at Green2View’s option and expense, to either: (a) procure for the Customer the right to continue using said deliverable and/or materials; (b) modify such deliverable and/or materials to become non-infringing; (c) replace said deliverable and/or materials with an equally suitable, compatible and functioning equivalent non-infringing deliverable and/or materials at no additional charge to the Customer; or (d) if none of the foregoing alternatives is reasonably available to Green2View, upon written request from Green2View, terminate the Subscription Term and repay to the Customer the amount paid by the Customer with respect to the Subscription Term following the termination date. Green2View shall have no liability for any claim based on (i) Customer Content, (ii) modification of the Services not authorised by Green2View, or (iii) use of the Services other than in accordance with the Documentation and this Agreement.
2. Indemnification by the Customer. If a third party makes a claim against Green2View that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, the Customer shall defend Green2View and its directors, officers and employees against the claim at the Customer’s expense and the Customer shall pay all losses, damages and expenses (including reasonable legal fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Customer, to the extent arising from the claim.
3. Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defence and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information, and authority reasonably requested by the other party in the defence and settlement of the claim.
CONFIDENTIALITY
1. Definition. ‘Confidential Information’ means any information disclosed by a party to the other party, directly or indirectly, which (a) if written, graphic, machine-readable, video or other tangible form, is marked as ‘confidential’ or ‘proprietary’, (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be ‘confidential’ or ‘proprietary’ within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of the Customer. Green2View Properties are deemed Confidential Information of Green2View.
2. Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party’s Confidential Information. The Customer must not reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects which embody Green2View’s Confidential Information, and which are provided to the Customer hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the Customer.
3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided however, that each party may disclose the terms of this Agreement to those with a need-to-know basis and under a duty of confidentiality such as accountants, lawyers, bankers, and investors.
GENERAL PROVISIONS
1. Non-Exclusive Service. The Customer acknowledges that Green2View’s Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Green2View’s ability to provide the Services or other technology, including any features or functionality first developed for the Customer, to other parties.
2. Personal Data. The Customer hereby acknowledges and agrees that Green2View’s performance of this Agreement may require Green2View to process, transmit and/or store Customer data or the personal data of Customer employees and affiliates. By submitting personal data to Green2View, the Customer agrees that Green2View and its affiliates may process, transmit and store personal data only to the extent necessary for, and for the sole purpose of, enabling Green2View to perform its obligations under this Agreement. In relation to all personal data, the information collected will be limited to Administrator Users’, Personnel and Suppliers’ name/s, titles, work and email addresses, work telephone and or mobile numbers, and/or profile picture.
3. Green2View Personal Data Obligations. In performing the Services, Green2View will comply with the Green2View Privacy Policy which is available at http://www.green2view.com/privacy-policy and incorporated herein by reference. The Green2View Privacy Policy is subject to change at Green2View's discretion; however, Green2View policy changes will not result in a material reduction in the level of protection provided for the Customer Content and personal data relating to the Services. Green2View reserves the right to provide the Services from host locations, and/or through use of subcontractors, worldwide. Green2View will only process Customer Personal Data in delivering Green2View's Services. The Customer agrees to provide any notices and obtain any consent related to Green2View's use of the data for provision of the Services, including those related to the collection, use, processing, transfer, and disclosure of personal information. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all Customer data.
4. Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.
5. Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified Australian mail, (b) when delivered personally or sent by express courier service, or (c) via electronic mail to the party’s address specified in the Schedule or Customer Proposal.
6. Force Majeure. Each party will be excused from performance for a period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
7. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.
8. Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.
9. Entire Agreement. This Agreement (including all Schedules and Exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in writing signed by both Parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
10. Survival. Sections 3, 6 and 8 though to 12 of this Agreement shall survive the expiration or termination of this Agreement for any reason.
11. Publicity. Green2View may include the Customer’s name and logo in its customer lists and on its website. Upon signing, Green2View may issue a high-level press release announcing the relationship and the way the Customer will use the Green2View solution. Green2View shall coordinate its efforts with appropriate communications personnel in the Customer’s organization to secure approval of the press release if necessary.
12. No Third-Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of the Customer or upon any other person or entity.
13. Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
14. Statistical Information. Green2View may anonymously compile statistical information related to the performance of the Services for purposes of improving the Service, provided that such information does not identify the Customer's data or include the Customer's name.
15. Governing Law. This Agreement shall be governed by and construed in accordance with the applicable laws in the State of New South Wales, Australia. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provision of Section 12.17 (Dispute Resolution) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the State or Federal Court in Sydney, New South Wales.
16. Compliance with Laws. Green2View shall comply with all applicable local, state, national and foreign laws relating to its delivery of the Services, including those laws related to data privacy, international communications, and transmission of technical or personal data.
17. Dispute Resolution. The Customer’s satisfaction is an important objective to Green2View in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
18. Signature. This Agreement may be executed by signing a Schedule or Customer Proposal or by clicking on the ‘I agree’ or similar button that is presented to the Customer at the time of registration, or by using or accessing Green2View Services, the Customer indicates assent to be bound by this Agreement.

EXHIBIT A

SERVICE LEVEL AND SUPPORT AGREEMENT

SYSTEM AVAILABILITY

The Green2View ESG Sustainability Services are delivered as a SaaS (Software-as-a-Service) to customers.

The Services are targeted to achieve system availability of at least 92% during each calendar year of the Subscription Term.

‘System Availability’ means the number of minutes in a year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure as defined in 12.6 of the Agreement, (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or inability to deliver services because of acts or omissions of the Customer.

Green2View reserves the right to take the Service offline for scheduled maintenance for which the Customer has been provided reasonable notice. Green2View will endeavour to undertake system maintenance during out of hours periods to diminish impacts on the Customer’s services. Green2View reserves the right to change its maintenance window upon prior notice to the Customer.

SUPPORT SERVICES

Green2View may provide direct customer support via Chat, phone, and online support modules.

Onboarding services include dedicated technical support in the setup of the Green2View ESG Sustainability platform through to customised set-up. Ongoing service support is provided via Chat, phone and online support modules.

Register as a User