Last updated 29 November, 2022

This is our contract with you – our commitment as the provider of your natural asset management platform and your obligations as a customer.

Overview
Welcome to Cecil Earth, nice to meet you! Before you start your work easy journey, we do need you to look through and accept these terms. We’ve done our best to explain it all without using too much jargon, so it’s clear what we expect from you and what you can expect from us.

These are your legal rights and obligations, so please do read everything, If you can’t agree to our terms, then you can’t use our software.

These terms of service are current as of 29 November, 2022. By registering, accessing or using our software, you agree to these terms, the privacy policy and any other policies incorporated by reference into these terms.

Last updated on 29 November, 2022.

General Terms
Introduction
This section describes the terms that apply to your use of the Cecil Platform.

Thank you for using the Cecil Platform.

This page describes the legal rights and obligations that apply to your use of the Cecil Earth website at https://cecil.earth (“Cecil Website”), software at https//app.cecil.earth, services, content, subscriptions, accounts and offers as available through or as described on the Cecil Website or agreed between us from time to time, and other services offered through third parties integrating Cecil functionality (“Cecil Platform”). The Cecil Platform is a software as a service platform for use with nature-based projects. It is designed to support workflow and methodology management, project monitoring and tracking, and portfolio and operational analytics.The terms on this page (“General Terms”) together with the terms referred to in clause 1 below are referred to as Terms. Please read these Terms carefully as they will apply if you use the Cecil Platform.

1. Other Terms: Other terms or policies may also apply to specific services, content or benefits offered through the Cecil Platform. These include:
- our privacy policy, which describes how we collect, hold and use personal information and use cookies
- our cookies notice which describes how we use cookies
- Data Processing Addendum which applies if you or your data is located in the EU or UKTerms agreed in writing between us, including in a service order form (“Order”)
- If your use of an offering is governed by a separate software as a service agreement (“SaaS Agreement”) entered into with Cecil, that agreement will control over any conflict with these Terms with respect to that offering.
- A copy of the Cecil Terms and policies can be found on our website.

2. Priority of Terms: If there is any inconsistency between the terms that apply to specific services available through the Cecil Platform (including those referred to above in clause 1) and these General Terms, the terms in the service specific terms will take priority in relation to those specific services.

3. Updated Terms: We are always improving the Cecil Platform. We may amend or add to these Terms from time to time by posting our updated Terms to the Cecil Website. If you have an account with us (“Cecil Account”) we may also notify you of any changes through your account or by email. Please check the Cecil Website from time to time for changes.

4. Adverse Changes: If we have notified you, or you otherwise become aware of, a change in the Terms that adversely affects your use of the Cecil Platform and you do not agree with the change, please notify us by emailing hello@cecil.earth within 30 days of receiving notice of, or otherwise becoming aware of, the amended Terms. We may, at our discretion, notify you that we agree to allow you to continue to use some or all the Cecil Platform in accordance with the previously agreed Terms for the period of time set out in that notice. If we do not notify you that we agree to your continuing to use the Cecil Platform on the previously agreed Terms within 14 days of your notification, you may terminate your account with us and stop using the Cecil Platform within 30 days of the date you first notified us. If you continue to use the Cecil Platform you agree to the amended Terms.

Who do these Terms apply to?
This section describes who these Terms apply to

5. Customers: “Customers” are companies or individuals that use or purchase services or subscriptions from the Cecil Platform for business purposes. Customers may include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the Cecil Platform, unless a fee is stated as being payable by individual Users (defined below). If you are agreeing to these Terms on behalf of your company then “Customer” or “you” means your company, and you are binding your company to these Terms.

6. Users: A “User” is an individual who accesses the Cecil Platform whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the Cecil Website, employers, administrators, employees or former employees who continue to access the Cecil Platform after leaving the employer that provided them with a Cecil Account and third party contractors working for Customers. If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.

7. Cecil: By using the Cecil Platform or agreeing to an Order you are entering into an agreement with the company indicated in the table below:
- if the contracting Cecil entity is indicated in an Order entered into by the Customer, then the contracting entity is the entity indicated in the Order;
- if the contracting Cecil entity is indicated in service specific terms such as a SaaS Agreement, then the contracting entity is the entity indicated in those terms of SaaS Agreement; and
- in all other cases, Cecil Earth Pty Ltd ACN 647 150 972

The Contracting Cecil Entity applicable in the above table is referred to as “Cecil”, “we” or “us” in these Terms.

You may be contracting with different Contracting Cecil Entities for the provision of specific services or in relation to specific Orders. In that case, a separate agreement will be formed between you and each different Contracting Cecil Entity for the purpose of those the specific services or Orders.

Cecil Accounts
This section provides information about your Cecil Account

8.
Accessing the Cecil Platform: You may need to create a Cecil Account with us to access some of the subscriptions, services, content, benefits or offers available from the Cecil Platform. Customers who have created a Cecil Account may grant Users permission to create their own accounts using the Cecil Platform functionality.

9. User Accounts: If you are a User who has been granted access to a Cecil Account you must comply with these Terms.

10. Protect your login information: You must keep your user name and password secure and not let anyone access your Cecil Account. If you have activated biometric authentication (for example finger print or facial recognition or voice recognition) on a device, you are responsible for safeguarding your biometric identifier. You must notify us of any actual or suspected unauthorised use of your Cecil Account or if you suspect someone has access to your login credentials (including your biometric identifier). You are responsible for all actions and losses arising from use of your Cecil Account as a result of your failure to keep your information secure and confidential.

11. Responsibility of Customers: Customers are responsible for all actions and losses arising from the Customer’s Cecil Account and any Cecil Accounts it has granted to Users.

Cecil Platform
This section sets out your rights and obligations when using the Cecil Platform

12. Right to use Cecil Platform: We grant you the right to use the Cecil Platform for internal business purposes only based on the subscriptions and services that have been purchased or signed up for, your role and the access level that you have been granted.

13. Ownership of Cecil Platform: We own all rights in everything on the Cecil Platform except any open source software components in the Cecil Platform which are subject to their relevant open source licenses and do not form part of the license to the Cecil Platform. We don’t own the rights to content that is owned by third parties or others, such as content and information you provide when using the Cecil Platform. Our intellectual property rights includes copyright, trade marks, the design, compilation and look and feel of the Cecil Platform and all other intellectual property.  This includes new features, improvement or corrections to the Cecil Platform that may have been suggested by you. You must not copy, distribute, modify or make copies of the Cecil Platform or any content on the Cecil Platform or use any of our intellectual property rights except as permitted by these Terms or expressly permitted by us in writing.

14. Pre-release or beta versions: We may make pre-release or beta versions of products or services available to you. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available services or products. Because of the nature of these services, you use them at your own risk.

15. Restrictions: Below is a list of things you must not do:
- use the Cecil Platform in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other people’s use of the Cecil Platform;
- decompile, reverse engineer disassemble rent or sublicence anything on the Cecil Platform;
- access any system or account without our permission; or
- use the Cecil Platform for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.

16. Intellectual Property Indemnity: We will defend you, at our own cost against any claims made by a third party that the Cecil Platform (including content) used by you in accordance with these Terms infringes that third party’s intellectual property rights (“Infringement Claim“). You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing, we will indemnify you for i) the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment, and ii) reasonable legal and other out-of-pocket expenses that you incur in giving the help to us referred to above.

17. Remedies: If we reasonably believe that an Infringement Claim under clause 18 may bar your use of the Cecil Platform, we will either obtain the right to keep using the Cecil Platform, or modify or replace the Cecil Platform with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing Cecil Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated Cecil Platform content or service on a pro-rata basis.

18: Limitations: We are not liable if the Infringement Claim results from i) use of the Cecil Platform in violation of these Terms or against our written instructions, ii) alteration of the Cecil Platform service or content by you or the Customer not authorised by us, iii) our compliance with your or the Customer’s express written instructions, iv) use of the Cecil Platform in combination with any product or service not provided by us if the Cecil Platform would not infringe without such combination.

19. Exclusive Remedy: Clauses 18 to 20 state your sole and exclusive rights and remedy with respect to Infringement Claims.

Additional Services
This section provides information about additional services we may offer

20. Additional Services: We may offer certain additional services related to the Cecil Platform such as implementation services, data cleansing services, advisory services, development of template documents or other services (“Additional Services“). These Additional Services will be specified in more detail in an Order, a statement of work or on the Cecil Website. Additional fees and terms in addition to these Terms may apply to our Additional Services.

21. Schedules: We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.

Subscription, Fees and Payment
The section explains your obligation to pay fees and information about subscriptions and free services

22. Fees: Pricing for our Subscriptions (defined in clause 25 below) and other services and content offered through the Cecil Platform are as set out in the Order unless otherwise agreed with you in writing.

23. Subscriptions: Services and content on the Cecil Platform may be offered on a paid subscription basis to Customers (“Subscriptions“). Customer’s Subscriptions will automatically renew at the end of each Subscription period. Customers can request to cancel Subscriptions though their Cecil Account or by email to hello@cecil.earth, in which case the Subscription will end at the end of the then current Subscription period. On termination of a paid Subscription, we may, at our discretion, offer to downgrade the Subscription to a free Service offered by us if applicable. If a Customer has agreed to a minimum term with us, then the Customer cannot terminate the Subscription for convenience before the end of that minimum term.

24. No-charge Services: We may offer Services and content on the Cecil Platform at no charge such as fee-free basic accounts, free trials or access to beta versions (“No-charge Services“). Your use of No-charge Services may be subject to additional terms that we specify and may be available only for a limited time period. We may change, suspend or terminate your right to use No-charge Services at any time at our sole discretion.

25. Trial Periods: Unless otherwise agreed, if a Customer has signed up for fee-free trial period for any of our Subscriptions, the Subscription will automatically renew at the end of the trial period and the Customer will be charged the applicable Subscription fee, unless the Subscription is terminated prior to the end of the fee-free trial period.

26. Payment Methods: You may be required as part of the registration process or prior to accessing parts of the Cecil Platform to provide a valid payment method or other payment information (such as payment card details). If you provide such payment information you authorise Cecil to process payments using that payment method for Subscriptions or services purchased from us. Please ensure that any payment information you provide to us remains up to date. If you miss a payment, we may suspend your access to paid Subscriptions and the Cecil Platform or suspend the provision of services until the payment is made.

27. Invoicing and Payment of Subscriptions: You will be invoiced monthly in arrears on the 1st day of each month commencing on the first full month after you sign up. You must pay all invoices within 30 days of receipt. If you fail to pay an invoice in accordance with this clause we may suspend our supply of the Services and/or charge interest on the amount overdue at a rate of 1.5% per month calculated daily from the date the payment was due.

28. Taxes: All fees are exclusive of Goods and Service Taxes, Value Added Taxes, Sales Taxes and any other applicable taxes and duties, unless expressly stated otherwise. You are responsible for paying us the amount of any such taxes or duties that apply.

29. Changes to Fees: We may change the pricing of our Subscriptions and services by providing 30 days written notice to you. Price changes for Subscriptions will take effect at the start of the next Subscription period following the date of the price change. If you continue to use the Cecil Platform after the price change takes effect, you accept the new price.

Data Use, Privacy and Confidential Information
This section describes how we will deal with your personal and confidential information, and how you should protect our confidential information

30. Your Data: The Customer or the relevant User owns the data, information and content entered or upload to the Cecil Platform by Users or Customers (“Your Data“). You grant us a non-exclusive, royalty-free, irrevocable, worldwide licence to use Your Data for the purpose of providing services under these Terms, to enable you to use the Cecil Platform, to allow us to improve the Cecil Platform, to carry data analytics using deidentified aggregated data, to communicate with about the Cecil Platform and our services and to send information we think may be of interest to you.

31. Use of Personal Data: We take your privacy and data protection seriously and we will comply with applicable data protection and privacy laws. In addition to these Terms, our Privacy Policy sets out in detail how we deal with personal data that you enter or upload to the Cecil Platform or otherwise provide to us. By agreeing to these Terms you consent to our use of Your Data as described in our Privacy Policy.

32. Other People’s Information: If you enter or upload another person’s personal information, confidential information or intellectual property to the Cecil Platform, you must ensure that you have the rights or you made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the Cecil Platform services and as permitted by these Terms. You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.

33. Removal and Suspension: We have no obligation to monitor Your Data uploaded to the Cecil Platform. However we have the right to (but we are not obliged to) remove Your Data or suspend or terminate your access to the Cecil Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Your Data breaches any persons intellectual property or other rights. We are not liable for any losses you may incur if we take any actions permitted by these Terms.

34. Our Confidential Information: While using the Cecil Platform you may have access to our confidential information such as information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions. You agree to protect our confidential information and not to share it without our express written permission unless required to by law.

35. Your Confidential Information: We will protect your confidential information that you provide to use and only use it to perform our obligations under these Terms and as permitted by these Terms.

Liability and Indemnity
This section describes liability terms between us and both Customers and Users

36. Warranty Disclaimers: The Cecil Platform is provided on an “as is, as available” basis. To the maximum extent permitted by law, Cecil disclaims any and all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the Cecil Platform will be uninterrupted or error free and fitness for a particular purpose of the Cecil Platform including any content, services and products or that the Cecil Platform will meet your requirements. We do not warrant that all features of the Cecil Platform will continue to be available, or that particular features will be developed in the future.

37. You indemnify us: You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses“) that arise out of or relate to your use of the Cecil Platform or any Third Party Service (except to the extent the Losses were caused by our breach of these Terms or our negligence). We reserve the right, to assume exclusive defences and control of any matter and you agree not to settle any such matter without our prior written consent.

38. Liability Exclusions: Except for liability that cannot be excluded or limited by law, and except for your indemnity in clauses 34 and 39 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

39. Limitation of liability: Our total aggregate liability to you under this Agreement and in connection with the Cecil Platform (including in connection with any Additional Services) is limited to direct damages up to the total paid by you to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.

40. Consumer Laws: You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws in your jurisdiction (“Non-excludable Conditions“). These Terms are subject to any Non-excludable Conditions that apply to you. Our liability for a Non-excludable Conditions is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).

Term, Termination and Suspension
This section sets out information about the term and termination and suspension rights

41. Subscription Periods: If you are a Customer using a Cecil Platform paid Subscription, the Subscription continues for the Subscription period you have paid for and will automatically renew at the end of each Subscription period on a monthly basis unless either party provides at least 30 days notice that that party does not wish to renew your Subscription, provided that a Subscription cannot be terminated under this clause before the end of any minimum term we have agreed in writing (for example, in an Order).

42. Termination: Unless we have agreed on a minimum contract term or minimum notice period in writing such as in an Order, and except in relation to Subscriptions as set out in clause 43 Cecil Accounts or access to some or all services associated with the Cecil Platform may be terminated by either you or us by providing written notice. If we terminate any services under this clause and you have not breached these Terms, we will refund any prepaid fees that relate to terminated Subscription or services on a pro-rata basis.

43. Termination by us: We may also terminate your access to the Cecil Platform (either in whole or in part):if you or the Customer breaches any of these terms and does not remedy the breach within 14 days of being asked to do so, or immediately if the breach is not capable of being remedied;any subscription fees payable for your use of the Cecil Platform have not been paid by the Customer responsible for the payment of the subscription fees; orif you, your business or the Customer responsible for paying the fees under these Terms becomes subject to an insolvency event (if permitted by the applicable law).

44. Continuation of Terms: These Terms will continue to apply until all your Subscriptions, Cecil Accounts and services provided under these Terms or associated with the Cecil Platform have terminated.

45. Suspension by us: We may suspend your access to any part of or all of the Cecil Platform or the provision of any services under these Terms at our sole discretion including if:you or the Customer are in breach of these Terms;payment of any fees are overdue; orwe believe suspension is required to protect the Cecil Platform, our systems or other users of the Cecil Platform.

46. Refunds: If any Subscriptions are terminated, or your access to any part or all of the Cecil Platform is terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.

47. Your data: We have no obligation to store or provide access to Your Data on the Cecil Platform after termination of your paid Subscription, your Cecil Account or termination of your access to the relevant part of the Cecil Platform. We may delete or remove any of Your Data stored on the Cecil Platform after 3 months from the date of termination of your Cecil Account. We will not be liable for losses incurred directly or indirectly from the loss of Your Data.

General Terms
This section sets out other important terms

48. Publicity Rights: We may refer to Customers as a Cecil customer on the Cecil Website or in our promotional materials. Customers may ask that we stop doing this by emailing us at hello@cecil.earth. It may take up to 30 days to process your request.

49. Notices: Any notices under these Terms to us must be sent to us by emailing hello@cecil.earth. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in your Cecil Account.

50. Things beyond our control: We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.

51. Assignment: If you are a User, the rights given to you under these Terms are personal and you may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.

52. Our Relationship: We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in these Terms are to be interpreted as forming a partnership between Cecil and Customers or any Users, or as forming any other type of legal association that would give any Customer or User the right power or authority to bind or create any duty or obligation of Cecil.

53. Survival of Terms: Any terms that by their nature should continue to apply after termination of these Terms will continue to apply.

54. Governing Law and Disputes: These Terms are governed by the laws of New South Wales, Australia and subject to the exclusive jurisdiction of the courts of New South Wales, Australia. If you have any concerns or complaints about us or the Cecil Platform please contact us by emailing hello@cecil.earth. If either of us has a dispute or claim arising out of or related to these Terms or the Cecil Platform, each of us will consult and negotiate in good faith to resolve the matter in informal negotiations. If we are not able to reach a settlement within 60 days, then either party may submit the dispute to final and binding arbitration. Notwithstanding this, neither party is required to arbitrate claims if the named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court, seek injunctive relief or seek to enforce or protect, or concerning the validity of, any of your or Cecil’s intellectual property rights.

55. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

56. Jurisdiction Specific Terms: Laws may apply to you or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of these Terms, those laws will prevail to the extent of the inconsistency.

Privacy
Your use of the the Cecil Platform is subject to these Terms and Cecil’s Privacy Policy.