Terms of Use

Introduction

This Website is owned and operated by CO2 Group Limited and is here in referred to as 'the project' and/or 'the web site' and/or 'the site'. Access to the web site is subject to the user's acceptance and agreement with the terms, conditions, notices and disclaimers contained herein. Use of, and/or access to, the web site constitutes agreement to the Terms of Use. The Project owner reserves the right to amend the Terms of Use at any time. Since users are bound by the Terms of Use, they should periodically refer to them in this document and elsewhere on the web site.

Privacy Policy

The website owner warrants that all personal information submitted by visitors to the web site will remain the confidential property of the site owners and will not be intentionally sold or given to any third party under any circumstances.

Restrictions on use of content and intellectual property the web site

All materials, text, graphics, information, software and advertisements on the web site is Copyright © The Project, the authors and managers and partners and/or licensors unless expressly indicated otherwise on the web site. The content is protected by International and Australian trademark and copyright laws. The contents of the web site is published in real-time, must not be copied, reproduced, modified, republished, uploaded to a third party, transmitted, posted or distributed in any way, electronically or otherwise, without the express authorisation of The Project, except where authorised on the web site, or is expressly authorised in writing by The Project or its authorized partners or members. Strictly on the condition that users keep all content intact and in the same form as presented on the web site (including without limitation all copyright, trademark and other proprietary notices and all advertisements), users may: a) using an industry-standard Web browser, download and view the content for personal, non-commercial use, or b) Internet service and/or access providers, may supply the content to subscribers. The web site must not be used in any manner or for any purpose, which is unlawful, or in any manner which violates any right of The Project or a partner or member or which is prohibited by the Terms of Use.

Public use of the web site

The Project web site contains facilities by which members of the community, businesses and other organisations can provide information, offers, notices and other information to other users. It is a condition of use of any such facility that none of the following occurs: restrict or inhibit any other user from using or enjoying any public communication facility; post or transmit any unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent information or material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law; post or transmit any material of any kind which violates or infringes upon the rights of any other person, including material which is an invasion of any privacy or publicity rights or which is protected by copyright, trademark or any other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or relevant right holder; post or transmit any material of any kind which contains a virus or other harmful component; delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded; or download any file posted by any other user of a public interface if the user knows, or reasonably ought to know, that the file cannot legally be distributed in such manner. The Project will monitor and review the contents of the web site. While it reserves its right to edit, refuse to post or to remove any information and/or materials (in whole or in part) that in the opinion of The Project is in any way objectionable or in violation of any applicable law or the Terms of Use, The Project has no obligation whatsoever to monitor any content submitted by the public or to edit, delete or refuse to post such contents, nor is The Project responsible for any contents in any content (including any information, comments and/or advice of any individual whose statements on the web site are solely their own). The user expressly acknowledges and agrees that the web site provides a means of public and not private communications. The Project reserves the right to co-operate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials which violate any applicable or relevant law.

User licence to The Project

By posting any information or other material on the web site (including posting messages, uploading files, inputting data or engaging in any other form of communication), the user grants to The Project a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide licence to do the following in respect of the information or material: 1. Use, copy, sublicense, redistribute, adapt, transmit, publish and/or broadcast, publicly perform or display, and 2. Sublicense to any third parties the unrestricted right to exercise any of the foregoing rights granted. The foregoing grant includes the right to exploit all proprietary rights in any such information or other material including but not limited to rights under copyright, trademark, service mark or patent laws under any jurisdiction worldwide. The user expressly waives in favour of The Project and any other party authorised by The Project all moral rights and any similar rights in any jurisdiction, which the user may have or hereafter acquire in respect of any relevant communication or other material. At the request of The Project, and expense of the user, the user will execute and deliver to The Project such instruments and take such other actions as may be required to carry out this grant of licence and waiver.

Advertising, links to third party websites and e-commerce offers

The web site contains hyperlinks and other pointers to Internet websites operated by third parties. These linked websites are not necessarily under the control of The Project, and The Project is not responsible for the contents of any linked web site or any hyperlink contained in a linked website. The Project provides these hyperlinks to users as a convenience only, and the inclusion of any link does not imply any endorsement of the linked website by The Project or its partners or members. The user links to any such website entirely at their own risk. The web site also contains third party advertisements (including banner ads other advertising material) which contain embedded hyperlinks or which include referral buttons to websites operated by third parties or their licensees or contractors. All third party advertising (including referral buttons and embedded hyperlinks) may or may not be paid for by the relevant third party advertisers and are not recommendations or endorsements by The Project or its partners or members or their respective directors or employees. The user is referred to the relevant advertiser for all information regarding the advertiser and its products and/or services. In some instances, the advertisement will contain representations or offers by the third party advertiser, which the user can accept by linking to the advertiser's website and executing the relevant transaction. Such offers are not necessarily made by The Project, and the third party advertiser is solely responsible to the user for the delivery of any goods or services the user purchases on the third party website. The product prices listed in any associated web site are the responsibility of the relevant retailer and are accurate at the time of upload. They are subject to change without notice by the retailer. The Project is not liable for the prices or price changes, including where price changes have not been reflected on the associated sites. The use of associated sites is subject to The Project terms of use.

Limitation of liability and Disclaimer

The Trade Practices Act and similar State and Territory Legislation in Australia, may confer rights and remedies on the user in relation to the provision by The Project of goods or services on the web site which cannot be excluded, restricted or modified ("Non-excludable Rights"). The Project does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute. Except as provided for by the Non-excludable Rights: a) all Content is provided "as is" and without warranties of any kind, either express or implied, b) The Project and its suppliers expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose, c) The Project does not warrant that the functions contained in any content or any public interface or user access to the web site will be uninterrupted or error-free, that any defects will be corrected or that the web site or the server which stores and transmits content to the user are free of viruses or any other harmful components, d) The Project does not warrant or make any representation regarding the users access to, or the results of the users access to, the web site (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise, and e) the user (and not The Project) assume the entire cost of any necessary verification, maintenance, repair and/or correction of any relevant content. Under no circumstances (including but not limited to any act or omission on the part of The Project) will The Project or its partners or members be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the web site or any content. The user expressly acknowledge and agrees that The Project does not exert control over users of the web site and is not liable either for their opinions or their behavior including any information and/or advice and any defamatory statements or offensive conduct. To the fullest extent permitted by law, The Projects' liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of The Project to the following: in the case of services supplied or offered by The Project, (a) the supply of the services again, or (b) the payment of the cost of having services supplied again; and in the case of goods supplied or offered by The Project, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired.

Termination

The Terms of Use are effective until terminated by The Project, and The Project may terminate this agreement and users' access to the web site at any time without notice. In the event of termination, users are no longer authorised to access the web site, but all restrictions imposed on the user, licenses granted by the user and all The Project disclaimers and limitations of liability set out in the Terms of Use will survive.

Miscellaneous

The Project relies on the user's continued observance of these Terms of Use. If The Project suffers any loss or damage or incurs any costs in connection with any breach of these Terms of Use or any other legal obligation then the user agrees to indemnify The Project for those losses, damages and costs. This agreement will be governed by and construed in accordance with the laws the Australian Capital Territory, Australia, where The Project is hosted. The user irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory. If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement, which will continue in full force and effect. All rights not expressly granted herein are reserved.

Standard Terms & Conditions of Forestry Offset Services

CO2 AUSTRALIA™ Voluntary Carbon Sequestration Program
Terms and Conditions of Forestry Offset Services

Between:

CO2 Australia Limited (ABN 81 102 990 803) ("CO2")
Suite 2A/84 Mount Eliza Way
Mount Eliza Victoria 3930

AND

The Customer

By accepting these terms and conditions ("Agreement") the Customer enters into an Agreement with CO2 on the following terms.

Recitals

A CO2 provides forestry services to remove Greenhouse Gases from the atmosphere.

B Customer wishes to offset greenhouse gas emissions by engaging CO2 to establish forestry plantings to remove Greenhouse Gases from the atmosphere and claiming recognition for these Greenhouse Gas Reductions.

C Subject to this Agreement, CO2 will:

(a) establish a forestry plantation with the aim of achieving the Target Offsets within specified time (section 1);

(b) retain records of the Greenhouse Gas Reductions achieved by the forestry plantation (section 2);

D The Customer accepts those services subject to this Agreement, including by providing CO2 with the Payment (section 4).

1. Forestry Offset Services

Preparation

1.1 After the Commencement Date, CO2 will:

(a) estimate the area of plantings required for the purpose of achieving the Target Offsets within 30 years;

(b) identify Kyoto Consistent Land (which may comprise separate parcels of land or parts of lots, and which may or may not be owned by CO2) that CO2 will, in its discretion, use (non-exclusively) for the purpose of this Agreement ("Sites") from such information or studies as CO2 considers necessary;

(c) develop a plantation management plan with the aim of achieving the Target Offsets within 30 years, including planting areas, planting configuration, species, stocking rates, timetable and maintenance strategy ("Plantation Management Plan") for the Sites; and

(d) apply for any approvals required in accordance with clause 1.10.

1.2 After preparing the Plantation Management Plan, CO2 will prepare the Site for planting by carrying out such works as CO2 considers necessary ("Preparatory Works"), including (if required):

(a) carrying out site assessments for the Sites;

(b) drainage, excavation or filling works;

(d) weed control;

(e) pest control;

(f) ripping, mounding, scalping or otherwise cultivating rows for planting; and

(g) any other works CO2 considers necessary for planting.

1.3 From the Commencement Date, CO2 will commence the Preparatory Works within 6 months.

1.4 CO2 will keep records of the Plantation Management Plan and the Preparatory Works undertaken for the Customer under this Agreement.

1.5 The Customer agrees that the Plantation Management Plan and Preparatory Works may provide for plantings as part of a larger pool of forestry plantings (whether those plantings are established for the purpose of arrangements like this Agreement entered into with other persons, or for other purposes; together the "Pool"). CO2 agrees that, if this is the case, the plantings set aside in the Plantation Management Plan for the Customer's plantings will be in addition to those plantings that are used for any other purpose.

Establishing the offset forest

1.6 After completion of the Preparatory Works, CO2 will take such steps as may be necessary to establish forestry plantings with the aim of achieving the Target Offsets within 30 years ("Planting Works"), including (if required):

(a) purchasing the seedling Trees required under the Plantation Management Plan;

(b) planting Trees according to the Plantation Management Plan (the date of completion of which process is the "Establishment Date"); and

(c) tending to the seedling Trees according to principles of good forestry practice and using sound silvicultural methods.

1.7 From 30 June following the Commencement Date, CO2 will complete those parts of the Planting Works within clause 1.6(a) and (b) by 30 September in the following calendar year (because planting needs to be conducted in winter).

1.8 CO2 will keep records of the Planting Works undertaken for the Customer under this Agreement.

1.9 The Customer agrees that the Planting Works may be undertaken as part of the plantings for a Pool. CO2 agrees that, if this is the case, the plantings undertaken for the Planting Works will be in addition to plantings that are used for any other purpose.

Approvals and Rights

1.10 CO2 will apply for such approvals, and organise such interests in the Sites, as may be required under the law applying to the Sites to carry out the Preparatory Works and Planting Works, including:

(a) any forestry or plantation approvals;

(b) any planning approvals; and

1.11 The Customer acknowledges that CO2's ability to obtain the approvals or rights referred to in clause 1.7 may be in the discretion of a third party and so that:

(a) if any approval cannot be acquired within the time required so that CO2 can complete the Preparatory Works or the Planting Works within the period agreed, the applicable agreed period will be moved back in time so that it commences on the date the approval is granted and runs for the applicable period set out in this Agreement; or

(b) if the application for an approval is refused, provided on conditions that limit the Plantation Management Plan or its effectiveness, or an approval is delayed by more than 3 months, CO2 may in its discretion:

(i) terminate this agreement by notice and refund the Payment; or

(ii) amend the Sites or Plantation Management Plan, or undertake further or different Preparatory Works or Planting Works in accordance with (and by repeating any or all of the steps in) clauses 1.1 through to 1.7.

Replacement or additional planting

1.12 CO2 will for the first 5 years from the Establishment Date:

(a) ensure that so many of the Trees will survive as may be necessary to be consistent with the plantings required to achieve the Target Offsets within 30 years; and

(b) if necessary, undertake further Planting Works at CO2's expense in accordance with the Plantation Management Plan so as to comply with (a).

Service term

1.13 CO2 agrees to tend to the plantings that have been established at the end of the 5 year period in clause 1.12 for a period of 30 years from the Establishment Date in accordance with principles of good forestry practice and sound silvicultural techniques.

2. Recording the Greenhouse Gas Reductions

Record Keeping

2.1 Every year for 30 years from the Establishment Date, CO2 will keep records of Greenhouse Gas Reductions maintained for the Customer under this Agreement in accordance with the Standard.

Offset Services Certificate

2.2 Within 14 days of the Customers paying CO2 for the services in this Agreement in accordance with clause 4, CO2 will issue an Offset Services Certificate to the Customer.

2.3 The Offset Services Certificate will contain:

(a) details of the Target Offsets; and

(b) an explanatory statement to the effect that "[Customer] has engaged CO2 to plant trees with the aim of achieving this target within 30 years. CO2 has agreed to replant or replace the trees required to meet this target for the first 5 years, until the forest is established, and then to maintain the plantings for 30 years in accordance with principles of good forestry practice and sound silvicultural techniques".

3. Maintaining the integrity of the Greenhouse Gas Reductions

Entitlement to be recognised for Greenhouse Gas Reductions

3.1 CO2 and the Customer agree that the Customer is exclusively entitled to be recognised for having engaged CO2 to undertake the Planting Works in accordance with this Agreement.

No other use of emissions reductions

3.2 In respect of the Greenhouse Gas Reductions that are achieved from the Planting Works, CO2 undertakes that:

(a) it has not attributed the Greenhouse Gas Reductions to any other person;

(b) it has not sold, Encumbered or otherwise dealt with the underlying reductions in Greenhouse Gases or any Carbon Rights that are or could be associated with them;

(d) it has not used the Greenhouse Gas Reductions for any purpose other than this Agreement.

3.3 For the Term of this Agreement, CO2 undertakes that:

(a) it will not attribute the Greenhouse Gas Reductions to any other person;

(b) it will not sell, Encumber or otherwise deal with the Greenhouse Gas Reductions or any Carbon Rights that are or could be associated with them;

(d) it will not use the Greenhouse Gas Reductions for any purpose other than this Agreement.

Customer does not obtain Greenhouse Gas Reductions or Carbon Rights

3.4 Except for the right to hold out and take responsibility for engaging CO2 to undertake the Planting Works in accordance with clause 3.1, the Customer does not acquire any rights in the Greenhouse Gas Reductions. In particular, the Customer does not acquire goods or any title or interest in the Greenhouse Gas Reductions, the Sites, Trees, Preparatory Works or Planting Works, or in any Carbon Rights deriving from them.

3.5 The Customer agrees not to seek to have the Greenhouse Gas Reductions recognised as a Carbon Right or to purport to sell or Encumber such Greenhouse Gas Reductions or Carbon Rights, without the written consent of CO2. The Customer acknowledges that CO2 may in its discretion refuse such consent or may grant consent only with further agreement as to how any further responsibilities, costs or liabilities for CO2 will be met.

No misleading statements

3.6 The Customer must not:

(a) make representations, or conduct itself in a manner, concerning this Agreement, the Offset Services Certificate or the Planting Works that is misleading or deceptive, incorrect or that otherwise misrepresents the services provided under this Agreement or the contents of those documents; or

(b) represent or hold out that it can be recognised for any Planting Works after termination of this Agreement, unless CO2 and Customer agree in writing to a substitute for the Planting Works or some other means by which the Planting Works will be maintained.

Changes to Sites or Greenhouse Gas Reductions

3.7 CO2 may in its discretion:

(a) change or modify the Sites, including by moving a Site on the same lot or parcel or changing a Site to another parcel of land or lot altogether;

(b) carry out other development or activities on the Sites or the land of which the Site is a part, including without limitation subdivision, enabling third parties to occupy the Sites, or enabling agricultural operations and activities;

(c) supplement, exchange or substitute Planting Works for (or with) CERs, NGACs or Greenhouse Gas Reductions undertaken under an agreement similar to this one with a third party (in a corresponding number of tonnes of carbon dioxide equivalent as have been achieved buy the Planting Works) that we hold, provided that CO2 keeps records of this; or

(d) use Planting Works from other plantations or land to supplement or substitute for Planting Works under this Agreement, including but not limited to using excess Planting Works from arrangements like this Agreement that have been entered with other persons.

General warranties

3.8 Each party warrants and represents to the other party that:

(a) it is duly organised and validly existing under the laws of its governing jurisdiction and is qualified to conduct its business in that jurisdiction;

(b) it has the power and authority to execute this Agreement and to perform its obligations under it and has taken all necessary actions to authorise the entry into and the observance and performance of its obligations under this Agreement;

(c) the entry into and observance and performance of its obligations under this Agreement do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any relevant law; and

(d) this Agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by an appropriate legal remedy.

4. Payments, Costs and Claims

Payments

4.1 The Customer agrees to pay CO2 the Payment within 14 days from the Commencement Date.

Costs

4.2 Except as otherwise provided by this Agreement, each party will bear its own costs of undertaking their respective obligations under this Agreement.

Taxes

4.3 All amounts payable under this Agreement are net of any applicable taxes.

4.4 In the case of GST:

(a) terms used in this clause 4.4 have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(b) unless expressly stated otherwise, all fees, charges, prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST;

(c) if GST is payable on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement;

(d) if this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the sum of the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense and any GST payable by the other party.

Responsibility for Claims

4.5 The Customer indemnifies and releases CO2 for any Claims in connection with the services it provides under this Agreement, except to the extent that those Claims arise from CO2's fault or negligence.

4.6 To the extent permissible by law CO2's liability to Customer for any Claims in connection with this Agreement is limited to the amounts paid by Customer to CO2 under this Agreement (or to CO2 performing those services again, at CO2's election).

5. Events of Default

Notice and Cure of Event of Default

5.1 If an Event of Default occurs in respect of a party ("Defaulting Party"), the other party ("Non-Defaulting Party") may serve a notice on the Defaulting Party ("Default Notice") specifying the Event of Default and requiring the Defaulting Party to remedy the Event of Default within fifteen (15) Business Days of service of the Default Notice.

5.2 If the Defaulting Party fails to demonstrate that the Event of Default has been cured within fifteen (15) Business Days of service of the Default Notice (an "Uncured Event of Default"), the Non-Defaulting Party will be entitled to the remedies specified in clause 5.4, as applicable.

Events of Default

5.3 Each of the following events constitutes an Event of Default:

(a) material breach of any of the warranties made in clauses 3.6 or 3.8;

(b) failure by the Customer to pay any amount payable to CO2 within 14 Business Days of such payment becoming due in accordance with this Agreement;

(c) subject to clause 7, any material adverse change in the status of the services to be undertaken under this Agreement, so as to affect the ability of CO2 to carry out those services in accordance with terms of this Agreement; and

(d) dissolution, disestablishment, liquidation, insolvency or bankruptcy (voluntary or involuntary) of, or the commencement of Bankruptcy Proceedings in respect of the Customer or CO2.

Remedies for Event of Default

5.4 Upon the occurrence of an Uncured Event of Default, the non-Defaulting Party may elect to exercise any one or more of the following rights:

(a) suspend any payments or services owing to the Defaulting Party until the Event of Default is remedied; and

(b) immediately terminate this Agreement upon written notice to the Defaulting Party.

6. Termination

Date of Termination

6.1 This Agreement terminates upon:

(a) the expiry of 30 years from the Establishment Date; or

(b) the date specified in a written notice by a party entitled to terminate the Agreement earlier in accordance with another provision of this Agreement.

Consequences of Termination

6.2 Termination of this Agreement shall not affect any rights of a party, which accrued prior to the date upon which this Agreement is terminated.

7. Force Majeure

7.1 CO2 will not be in breach of this Agreement or otherwise liable to the Customer for any delay in carrying out its obligations under this Agreement if and to the extent that the delay is owing to an event of Force Majeure.

7.2 It is agreed that:

(a) if any event of Force Majeure occurs, the date(s) for performance of the relevant obligation under this Agreement shall be postponed for so long as is made necessary by the event of Force Majeure; and

(b) if any event of Force Majeure continues for a period of or exceeding 10 months, CO2 shall have the right to terminate this Agreement on 7 days' written notice to Customer, in which case:

(i) if the Establishment Date has not yet been reached, CO2 shall refund to the Customer in full and final discharge of CO2's obligations to the customer two thirds of the Payment; and

(ii) neither party shall have any other rights or liability against the other arising out of such termination save for rights that have accrued prior to the date of such termination.

8. General

Assignment

8.1 Either party may assign its rights or obligations under this Agreement without consent.

Nature of relationship

8.2 The parties acknowledge that nothing in this Agreement creates a relationship of principal/agent, employer/employee, joint venture or partnership. It is the express intention of the parties that any such relationships are expressly denied.

Notices

8.3 All notices, requests, requirements, demands, consents or other communications must be in writing and will be valid and sufficient if:

(a) sent by pre-paid ordinary post to the address specified below; or

(b) sent by facsimile to the facsimile number specified below.

To CO2:

CO2 Australia Limited

Attention: Voluntary Offset
Department
Facsimile: 03 9787 9866

Postal Address: PO Box 996, Mount Eliza Victoria 3930

To the Customer:

The email address, facsimile or postal address provided by the Customer at the time of entering into this Agreement on the Program Website or shown in the letter to which this agreement is attached.

8.4 All notices, requests, requirements, demands, consents or other communications shall be deemed to have been served:

(a) in the case of a postal letter, on the tenth Business Day after posting; and

(b) in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient, on the day of transmission if transmitted before 11.00 GMT on a Business Day or otherwise on the first Business Day after transmission.

8.5 Either party may specify in writing to the other a new officer, address or facsimile number as required.

Entire Agreement

8.6 This Agreement records the entire agreement between the parties.

Amendment

8.7 This Agreement may only be varied or replaced by a written agreement duly executed by the parties.

Waiver and exercise of rights

8.8 A party can only waive a right in their favour under this Agreement, or any breach by the other party of an obligation under this Agreement, by a written instrument duly executed by them. No other act, omission or delay of the party will constitute a waiver.

8.9 A single or partial exercise or waiver of a right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.

Governing law

8.10 This Agreement is governed by, and will be construed in accordance with, the laws of Victoria.

Jurisdiction

8.11 Each party irrevocably and unconditionally:

(e) submits to the non-exclusive jurisdiction of the courts of Victoria; and

(f) waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

Severability

8.12 If any part of this Agreement shall for any reason whatsoever be declared or become unenforceable, the terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the offending provision appearing in it.

Costs

8.13 Each party shall be responsible for its own costs incurred in the preparation and execution of this Agreement.

Counterparts

8.14 This Agreement may be executed in any number of counterparts and all counterparts taken together shall be deemed to constitute one and the same instrument.

9. Definitions and Interpretation

Definitions

9.1 In this Agreement:

Agreement means these terms and conditions.

Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday in Victoria.

Carbon Rights means any current or future right, credit, interest, certificate, offset, allowance, entitlement or benefit, whether recognized by any law, regulation, contract, regime, publication, policy, program or fund (now or in the future, and as created, amended, supplemented or replaced from time to time), that arises or may arise from Greenhouse Gas Reductions and includes for avoidance of doubt any underlying actual physical reduction in emissions.

Carbon Sequestration Rights means any property interest or other statutory right or entitlement required by law so that CO2 can take the benefit of carbon sequestration through forestry achieved on the Sites to the exclusion of others.

Claims means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic including, but not limited to loss of profits or revenue, interference with business operations or loss of tenants, lenders, investors or buyers or inability to use the Site.

CO2 is defined on the cover page of this Agreement.

Customer means the person entering into this Agreement with CO2, having the name and address notified to CO2 using the Program Website.

Default Notice means a notice as described in clause 5.1.

Encumber means the act of imposing an Encumbrance.

Encumbrance includes any mortgage, charge, pledge, lien, encumbrance, assignment, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person by way of security for the payment of a debt or any other monetary obligation.

Commencement Date means the date on which this Agreement is entered into by both parties.

Force Majeure means any event or circumstance that is beyond the reasonable control of CO2 which could not have been avoided or mitigated by CO2 acting (and having acted) in relation to the services under this Agreement as a reasonable and prudent operator, that prevents CO2 from performing its obligations under this Agreement.

Greenhouse Gas means carbon dioxide (CO_{2), nitrous oxide (N2O), methane (CH4), sulphur
hexafluoride (SF6), perfluorcarbons (PFCs) and hydrofluorocarbons
(HFCs) measured in tonnes of carbon dioxide equivalent or any one
or more of them and any other substance from time to time listed
under Annex A to the Kyoto Protocol or any instrument or agreement
that amends, succeeds or replaces it.}

Greenhouse Gas Reduction means the cumulative net physical removal of Greenhouse Gases achieved by the Planting Works under this Agreement measured in accordance with the Standard in units of metric tonnes of carbon dioxide equivalent.

Kyoto Consistent Land means land in Australia for which net changes in greenhouse gas emissions from forestry activities involving afforestation or reforestation may be used to meet commitments under the Kyoto Protocol in accordance with Article 3.3 (notwithstanding that Australia has not ratified that instrument and so has no such commitment).

Kyoto Protocol means the Kyoto Protocol to the United Nations Framework Convention on Climate Change, adopted 11 December 1997.

Establishment Date is defined in clause 1.6(b).

Trees means trees of the genus Eucalyptus.

Offset Services Certificate means a certificate issued to the Customer by CO2 which certifies that the Customer has engaged CO2 to undertake the Planting Works.

Party means CO2 or the Customer and Parties means both of them.

Payment is the total amount in Australian dollars that:

(a) CO2 offered on the Program Website to charge the Customer in return for entering into this Agreement, at the time the Customer entered into this Agreement; or

(b) that is specified in the letter to which these terms and conditions are attached.

Plantation Management Plan is defined in clause 1.1(c).

Pool is defined in clause 1.5.

Planting Works are defined in clause 1.6.

Preparatory Works are defined in clause 1.2.

Program Website means the Internet portal operated by CO2 through which the Customer agreed with CO2 to enter into this Agreement.

Sites are defined in clause 1.1(b).

Standard means Australian Standard AS 4978.1-2006 : Quantification, monitoring and reporting of greenhouse gases in forest projects - Afforestation and reforestation.

Target Offsets means the targeted Greenhouse Gas Reductions:

(a) notified to CO2 by the Customer on the Program Website in tonnes of carbon dioxide equivalent emissions at the time of entering into this Agreement; or

(b) that is specified in the letter to which these terms and conditions are attached.

Interpretation

9.2 In this Agreement, unless the context requires another meaning:

(g) a reference:

(i) to the singular includes the plural and vice versa;

(ii) to a gender includes all genders;

(iii) to a document (including this Agreement) is a reference to that document (including any Schedules) as amended, consolidated, supplemented, novated or replaced);

(iv) to a party means a party to this Agreement;

(v) to an Schedule or clause is to a Schedule or clause of or to this Agreement;

(vi) to a notice means a notice, approval, demand, request, nomination or other communication given by one party to another under or in connection with this Agreement;

(vii) to a person (including a party) includes:

(A) an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency; and

(B) the person's successors, permitted assigns, substitutes, executors and administrators;

(viii) to a law:

(A) includes a reference to any legislation, treaty, judgment, rule of common law or equity or rule of any applicable stock exchange;

(B) is a reference to that law as amended, consolidated, supplemented or replaced; and

(C) includes a reference to any regulation, rule, statutory instrument, by-law or other subordinate legislation made under that law;

(ix) to the word "including" or "includes" means including, but not limited to, or includes, without limitation; and

(x) to an amount or sum of money or to a payment is a reference to that amount in Australian dollars only;

(h) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; and

(i) headings are for convenience only and do not affect interpretation.