Energy Makeovers

1. DEFINED TERMS AND INTERPRETATION

1. In this agreement:

“Service” means the product known as the Energy Makeovers SEED.

“we” means Energy Makeovers Proprietary Limited ABN 77 131 681 859 (“EM”) and includes our officers, employees, contractors and agents.

“you” means the business or individual which has registered with us for the provision of the Service.

“ABSA” means Association of Building Sustainability Assessors Limited ACN 121 643 070

2. In this agreement, unless the context otherwise requires:

(a) the singular includes the plural and vice versa.

(b) examples are descriptive only and not exhaustive (and “including” and similar expressions are without limitation).

(c) another grammatical form of a defined term has a corresponding meaning.

2. SUPPLY OF THE SERVICE

1. We will supply you the Service on the terms and conditions set out in this agreement.

2. As part of the registration and account creation process necessary to obtain access to the Service, you must provide a valid email address which will be used as your username and create a password.

3. You must provide us with certain registration information, all of which must be accurate, truthful, and kept up to date. Necessary registration information includes but not limited to a certificate of currency for the appropriate public liability and professional indemnity insurance, as well as either a proof of previous HSA accreditation under ABSA or proof of receiving training in HSA. We reserve the right to deny creation of your account or suspend your existing account if we are unable to verify your registration information.

4. You must not: (i) provide a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that we, in our sole discretion, deem offensive or inappropriate.

5. You agree to keep your username and password confidential and secure from unauthorised use and disclosure and to manage your access to the Service.

6. You are fully responsible for any use of the Service by anyone using your username and password, even if that use is by an unauthorized person. You must notify us immediately if you suspect that the security of your username or password has been compromised or if the Service is being used in an unauthorised manner.

7. We reserve the right to deny access to the commercial version of the Service to you if you have not completed the training assessment to a satisfactory level deemed by EM.

3. FEES

1. You agree to pay an agreed scheduled fee for each report that you finalise as part of using the Service, unless we agree otherwise in writing.

2. We will produce and send an invoice on a monthly basis to you to request payment of the fixed fee. You agree to check the accuracy of this invoice and notify EM if there are any inaccurate points. You agree to complete payment of this invoice within a week of receiving the invoice unless we agree otherwise in writing.

4. INTELLECTUAL PROPERTY

1. We have copyright in the compilation of the information we use to supply the Service to you, and in the reports and information we supply to you when you use the Service.

2. We have developed information technology, software and documentation that we may use to provide the Service to you, and we have copyright and other rights in those items. You agree that you will not copy them, modify them, adapt them, reverse engineer them or infect them with viruses.

5. YOUR USE OF THE SERVICE

1. You can save the reports and information we supply you through the Service onto your system, or print them for your file. You agree that you will not reproduce, modify or adapt our reports and information in any other way other than to provide the reports to your clients and to promote the use of the Service, unless we agree otherwise in writing.

2. You understand that the reports that we supply are based on assumptions that may not be valid in all circumstances.

3. You understand that we do not independently check all information supplied to us, or the compilation of information by our systems, and that information may become out of date.

4. We reserve the right not to provide a report which would otherwise be available to you if we consider that the report;

1. Might be corrupted

2. Is audited and is found to have erroneous information

3. Is audited and is found to contain a system malfunction

4. Provides information deemed to be false

5. You understand that we do not guarantee you receiving any volume of sales or revenue as a result of using this Service.

6. You agree that you are solely responsible for the accuracy of the data that you input as part of using the Service.

7. You agree to permit EM to contact ABSA to validate the registration details you have provided as part of the account creation process.

8. You understand that you are responsible for ensuring you are trained and knowledgeable in the use of the Service.

6. COMPENSATION AND LIABILITY

1. We are not responsible for the reliability or continued availability of the communication links and other networks that the Service is supplied over and the equipment you use to access the Service. While we will do our best to make sure the Service is available, we are not responsible if the links or networks are unavailable at any time and we do not guarantee that access to the Service will be error free or uninterrupted.

2. To the extent we are able to at law, we exclude all express or implied representations, conditions, warranties and terms relating to the Service or the agreement except those set out in this agreement.

3. We are not liable to you or to anyone else for any loss or damage (including without limitation loss of profit, revenue or business, indirect, consequential, special or incidental loss or damage) however liability arises or might arise if it were not for this clause. This exclusion does not apply to anything the law prohibits us excluding liability for.

4. To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur is limited to us re-supplying the services to you, or, at our option, us refunding to you the amount you have paid us for the Service.

5. You indemnify us for any loss we suffer or liability we incur in connection with your breach of this agreement or any other misuse of the Service or the reports and information we supply you.

7. TERM,TERMINATION AND SUSPENSION

1. This agreement continues until either you or EM terminates it by giving 10 days written notice to the other.

2. If this agreement is terminated, clauses 4 and 6 survive termination. All disclaimers and limitations of liability by EM will survive termination or suspension.

3. We may terminate or suspend your use of the Service immediately if you do not pay our fees or if we believe you are not complying with any of your other obligations under this agreement or any other agreement you have with us.

4. We may suspend your use of the Service immediately if your relevant insurance cover is near expiry.

8. GENERAL

1. We may change this agreement by amending or deleting terms or adding new terms.

2. We will send bills and notices to either the last postal address, fax number or email address you have given to us. You must tell us if you change any contact details.

3. If any term of this agreement is unlawful and unenforceable, it will be severed from this agreement and the rest of this agreement remains in force.

4. This agreement supersedes any other agreement you have with us for the Service unless we agree otherwise in writing.

5. This agreement is governed by the laws of Victoria and both parties submit to the non-exclusive jurisdiction of the courts of that state.