CLIMATE MEASUREMENT STANDARDS INITIATIVE TERMS OF USE

THIS IS A BINDING AGREEMENT between Climate-KIC Australia Limited (Climate-KIC, we, us) and any person or entity (User, you) who uses any of the Guidelines. Climate-KIC is registered in Australia with company number 616 047 744 and has its registered office at 25/4-12 Buckland St, Chippendale NSW 2008.

These Terms of Use (together with any documents referred to in them) set out the terms and conditions on which you may use the Guidelines.
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1. Definitions and Interpretation
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‍1.1 Defined terms
‍In these Terms of Use, unless the context otherwise requires:

‍CMSI means the Climate Measurement Standards Initiative hosted by Climate-KIC.
‍Copyright means the copyright and any other rights of a similar nature anywhere in the world subsisting in or attaching to the Guidelines.
‍Guidelines means any guidelines, recommendations, reporting guidance, services and content we provide via the Site, including any reports produced by the CMSI or content contemplated in section 2, as may be amended from time to time.
‍Intellectual Property Rights means all intellectual property rights which may subsist anywhere in the world, now or in the future, (whether unregistered, registered or capable of being registered) including in respect of patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, databases, know how, logos, designs, rights in circuit layouts, copyright and any right to keep confidential information confidential and any application or right to apply for registration of any of these rights.
‍Moral Rights means the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, and any other rights of a similar nature anywhere in the world.
‍Site means the website https://climate-kic.org.au/our-projects/cmsi/ or any successor website.
TCFD means the G20 Financial Stability Board's "Taskforce on Climate-Related Financial Disclosures".
Terms of Use means these Terms of Use.

1.2 Interpretation
‍In the Terms of Use, except where the context otherwise requires:

1. the singular includes the plural and vice versa;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
4. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
5. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
6. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
7. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it;
8. headings are for ease of reference only and do not affect interpretation.

2. ACCESS AND REGISTRATION

‍2.1 Registration:

1. if you:
   (i) access the Guidelines via the Site you will be asked to enter a valid email address in order to be granted access to the Guidelines; and
   (ii) if you are provided with a copy of theGuidelines by us or another person or entity, we ask that you register a valid email address with us ,so that we can notify you when the Guidelines have been updated.
2. It is your responsibility to ensure that your email address remains active and/or you are able to receive emails from us.

2.2 Binding on entity:

1. If you are accepting these Terms of Use and using the Guidelines on behalf of another person, you represent and warrant that you are authorised to do so and have the authority to bind such entity to these
2. By accessing, accepting a copy of, linking to, applying, referencing or in any way using the Guidelines, you will be deemed to have agreed to these Terms of Use. If you do not agree to these Terms of Use, you must not use the Guidelines.
   

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3. LICENCE

‍3.1 Grant of licence: from the date you accept these Terms of Use, we grant you a non-exclusive, non-transferable, royalty-free worldwide licence to use, reproduce, communicate, modify, adapt and develop for your own use, the Guidelines in any media and format for the purposes of assisting with disclosing climate related physical risks by companies with financial interests in physical assets, including residential and commercial buildings and other infrastructure in Australia.

3.2 Your obligations‍

1. Compliance: you must comply with our directions in relation to your use of the Guidelines.In addition, you must use the Guidelines in good faith, and must at all times comply with these Terms of Use and all applicable laws, statutes and regulations in all jurisdictions that relate to your access to or use of theGuidelines and of the Site.
2. Attribution and Copyright Notice: you must ensure that you:
   (i) give appropriate attribution to Climate-KIC (and where appropriate, the designated authors of the Guidelines as per published citations), when using theGuidelines;
   (ii) mark all copies of the Guidelines made or issued by you with the following notice: '©Climate-KIC Australia Limited [year of publication]';
   (iii) indicate whether you have modified, adapted or developed the Guidelines; and
   (iv) do not remove or tamper with any copyright notices on the Site or the Guidelines.
   
3. Moral Rights: you must ensure that your use of the Guidelines does not infringe any author’s Moral Rights subsisting in the Guidelines.
   

4. ACKNOWLEDGMENT RELATING TO USE OF GUIDELINES

‍We provide Users with access to the Guidelines. You acknowledge and agree that:‍

1.  reliance: the Guidelines are intended to provide industry guidance as outlined in the scope of each document.
2.  point in time disclosure: the Guidelines have been prepared based on the information available to the CMSI at the 'point in time' of their release and are date stamped accordingly, and do not purport to be a complete and current description of the issues considered within each report or publication;
   
3.  no forecast or prediction: the Guidelines do not purport to generate or comprise statements of fact, forecasts or predictions. Rather, theGuidelines provide a 'point in time' analysis of the issues considered within each report or publication. To the extent that any statements made or information provided in the provision of the Guidelines might be considered forward-looking in nature, they are subject to risks, variables and uncertainties that could cause actual results to differ materially;
   
4. reliance on reference scenarios: CMSI will develop the reference scenarios in line with the financial disclosure and scientific guidelines. The Guidelines and, in particular, the reference scenarios do not purport to generate or comprise statements of fact, forecasts or predictions. The choice of any scenarios should not be taken as any endorsement of those scenarios, nor any statement as to the assurance or completeness of those scenarios' methodologies or assumptions to physical assets, including residential and commercial buildings or other infrastructure in Australia. The analysis provided by the financial disclosure guidelines and scientific guidelines may be carried out using other scenarios, and Users must form their own view as to the most appropriate to their physical assets. No explicit or implicit assumption is made in relation to the current or future alignment of the reference scenarios with climate-related policies of any government at international, national or sub-national level;
   
5. no advice or recommendation: the Guidelines do not comprise, constitute or provide, nor should they be relied upon as, legal, investment, financial, accounting, audit, scientific or other advice, nor do they take into account your particular investment, financial or legal needs, The Guidelines do not express an opinion of any kind on the disclosure that Users may need to make to comply with their obligations under the Corporations Act 2001 and other applicable corporations, prudential and securities regulations, nor to comply with applicable accounting standards;
   
6. limitation and assumptions: the Guidelines do not purport to analyse all risks, opportunities or issues associated with climate change that may be relevant to the User;
   
7. TCFD and regulators: adoption of the Guidelines does not constitute compliance with climate-related financial disclosure prescribed by the recommended disclosure released by the TCFD. Nor does it constitute compliance with the laws, regulations or rules of any regulatory or legislative body;
   
8. Use of Guidelines:
   (i) the Guidelines should be read as a whole and in conjunction with other disclosure requirements and recommendations that are released by CMSI and the TCFD or any other organisations that solicit consistent, forward-looking information on the material financial impacts of climate-related risks and opportunities;
   (ii) you are responsible for forming your own opinions and conclusions on such matters and should make your own independent assessment of the information contained in the Guidelines and seek independent professional advice; and
   (iii) if you choose to use excerpts of the Guidelines, you must ensure that such use is correctly contextualised and within the stated specifications or limitations of the relevant material.
   

5. OUR OBLIGATIONS

‍5.1 Our obligations in relation to the Site

1.  Accessing the Site: Our Site is made available free of charge on the terms and conditions set out in these Terms of Use. However, you are responsible for making all arrangements necessary for you to access to our Site.
2.  Site change: The Site may be moved at any time from one website to another and we are not required to update you of any Site change. Where the Site moves to another website, we will take reasonable steps to provide a link from the old website to the new website and to update you via email if you have registered your email address with us.
   
3. Site availability: The Site and any content on it, and the Guidelines, may not always be available for your use. Access to our Site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or any part of our Site without notice or liability. We will not be liable to you if for any reason our Site is unavailable. We do not warrant the validity and accuracy of information on the Site, third party websites linked in the Site, or that the Site will be kept up to date. The Site is provided to you over the internet and relies on unrelated third parties such as Site hosting and telecommunications providers, the activities of which are outside of our control.
   

5.2 Guideline updates
‍The Guidelines may be updated at any time signified by a date stamp and we are not required to provide you with any updates or notify you that the Site contains updated Guidelines. Where the Guidelines are updated we will take reasonable steps to inform you of the updated Guidelines via email if you have registered your email address with us.

6. INTELLECTUAL PROPERTY RIGHTS

‍6.1 Site and Guidelines
‍You acknowledge and agree that:

1. we are the owner of all Intellectual Property Rights (including Copyright) in the Site and the Guidelines;
2.  these Terms of Use do not transfer to you any title to those Intellectual Property Rights; and
   
3. the only rights you have in respect of the Site and the Guidelines are those granted to you under these Terms of Use.
   

6.2 Restrictions
‍You must not:

1. use the Guidelines in any way which is likely to harm or prejudice:
   (i) Climate-KIC's Intellectual Property Rights in the Guidelines;
   (ii) Climate-KIC, or the other identified CMSI participants; or
   (iii) the interests of Climate-KIC or the interests of the other identified CMSI participants (including where appropriate, the identified authors of the Guidelines); or
2. challenge or in any way impugn Climate-KIC's complete ownership of the Intellectual Property Rights in the Guidelines, or any other Intellectual Property Rights owned by Climate-KIC.
   

‍7. WARRANTY AND EXCLUSIONS

‍7.1 Warranty‍

1. You warrant: you represent and warrant that you have full power and authority to enter into, and comply with the Terms of Use.
2.  No warranty: the Site, and all Guidelines provided or made available through the Site, are made available to you on an 'as is' basis, and to the maximum extent permitted by law, we exclude all conditions, warranties, representations or other terms, whether express of implied, which may apply to the Site and theGuidelines.
   

7.2 Use of Guidelines at your own risk
‍You acknowledge and agree that you are using the Site and the Guidelines at your own risk and hold Climate-KIC (and all its related bodies corporate and its personnel) as well as the other identified CMSI participants (including where appropriate, the identified authors of the Guidelines) harmless against all loss, actions, proceedings, cost and expenses (including legal fees), claims and damages arising directly or indirectly out of or in connection with your use of the Guidelines, any breach of the Terms of Use by you, or any suit, claim or demand brought or made against Climate-KIC or the other identified CMSI participants (including where appropriate, the identified authors of the Guidelines), by or due to your conduct, act or omissions.

7.3 Exclusions
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1.  You accept that Climate-KIC and the other identified CMSI participants (including where appropriate, the parties identified on the Site as being involved in theCMSI and any identified authors of and contributors to the Guidelines) exclude their liability (individually and collectively) for all direct, indirect or consequential liabilities, losses, damages, costs and expenses (including without limitation, loss of revenue, loss of goodwill, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data or loss of anticipated savings or benefits), whether arising in contract, tort(including negligence) or otherwise (Losses)suffered or incurred by any person:
   (i) in connection with or in any way relating to theGuidelines or any use of them, including:
       (A) in connection with errors, omissions or inaccuracies contained in any information published in the Guidelines;
       (B) as a result of failing to achieve results of any kind by using the Guidelines;
       (C) as a result of any fraudulent use, misuse or misappropriation of the Guidelines; or
       (D) as a result of any act committed by another person in connection with your use of the Guidelines;
   (ii) arising from any circumstances beyond its control; and
   (iii) otherwise under or in connection with the Terms of Use.

8. TERMINATION

‍8.1 Termination
‍The Terms of Use may be terminated by Climate-KIC without cause and without notice at any time. This notice will be communicated to you via a notice on the Site or via email if you have registered your email address with us. On termination, you must immediately and permanently delete the Guidelines.

8.2 Survival
‍Any clause that expressly or which by its nature is intended to survive termination, including but not limited to clause 6 (Intellectual Property Rights) will survive termination of these Terms of Use.

9. GENERAL

‍9.1 Further action
‍You must:

1. use your best efforts to do all things necessary or desirable to give full effect to the Terms of Use; and
2. refrain from doing anything that might hinder your performance of the Terms of Use.

9.2 Assignment. You may not assign your rights under these Terms of Use, or attempt to purport to do so, without prior written consent (which may be given or withheld in our absolute discretion).

9.3 Force Majeure. Neither party will be liable to the other party for any failure to fulfil, or delay in fulfilling, its obligations caused by circumstances outside of its reasonable control.

‍9.4 Relationship of partiesThese Terms of Use do not create a relationship of employment, agency or partnership between the parties.

9.5 Severability
‍A term or part of a term of the Terms of Use that are illegal or unenforceable may be severed from the Terms of Use and the remaining terms or parts of the term of the Terms of Use continue in force.

9.6 Variation
‍We reserve the right to vary, modify, amend or add to the Terms of Use in its discretion, as follows:9.2

1. if we consider that the change is likely to benefit you or have a neutral or minor detrimental impact on you, we may make any changes immediately without notifying you expect by publishing the amended Terms of Use (or link to the amended Terms of Use) as determined by us; or
2. if we consider that the change is likely to have a significant detrimental impact on you, we will make the change after we have notified you of the change by email or other notification describing the change,

9.7 Governing law and jurisdictionThe Terms of Use are governed by the law of New South Wales and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and courts of appeal from them.