Terms of Service

Last updated: 7 February 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and Emisso Pty Ltd (ABN 79 390 265 966) ("Emisso," "we," "us," or "our"), governing your access to and use of the Emisso carbon accounting platform, including the website at emisso.app, the web application, the REST API, and all related services (collectively, the "Service").

By creating an account or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and "you" refers to both you individually and the organisation.

If you do not agree to these Terms, do not use the Service.

2. Service Description

Emisso is a software-as-a-service (SaaS) platform that enables small and medium-sized businesses to:

• Track and calculate greenhouse gas emissions across Scope 1 (direct), Scope 2 (energy indirect), and Scope 3 (value chain) categories
• Manage facility-level emission data with support for multiple locations
• Import emission data in bulk via CSV upload
• Generate carbon footprint reports aligned with recognised greenhouse gas accounting standards
• Distribute and manage supplier questionnaires for supply chain data collection
• Maintain an audit trail of all data changes for accountability and compliance
• Access data programmatically through a REST API

Feature availability varies by subscription plan, as described in Section 4.

3. Accounts and Registration

3.1 Account Creation

To use the Service, you must create an account by providing accurate, complete, and current information. Each individual should maintain only one account. Organisations access the Service through a shared organisation workspace linked to individual user accounts.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Notifying us immediately at support@emisso.app if you suspect unauthorised access to your account

We are not liable for any loss or damage arising from unauthorised use of your account where you have failed to maintain the security of your credentials.

3.3 Team Members

You may invite other users to your organisation subject to the team member limits of your subscription plan. As the organisation owner, you are responsible for the actions of all team members within your workspace. You may assign roles (owner, admin, or member) that control the level of access each team member has.

4. Subscription Plans and Billing

4.1 Plan Tiers

The Service is offered in the following subscription tiers:

Feature limits are enforced at both the server and interface level. Attempting to exceed plan limits will result in an error message with an option to upgrade.

4.2 Yearly Billing

Paid plans are available with monthly or yearly billing. Yearly billing is offered at a 17% discount (equivalent to two months free). Yearly subscriptions are billed as a single annual payment at the start of each billing cycle.

4.3 Payment Processing

All payments are processed through Stripe. By subscribing to a paid plan, you agree to Stripe's terms of service. You authorise us to charge your designated payment method on a recurring basis according to your billing cycle.

4.4 Price Changes

We reserve the right to change our pricing. If we change the price of your current plan, we will give you at least 30 days' written notice before the new price takes effect. The new price will apply at the start of your next billing cycle following the notice period. If you do not agree with the new price, you may cancel your subscription before the next billing cycle begins.

4.5 Refunds

Monthly subscriptions are non-refundable. For yearly subscriptions, you may request a pro-rated refund within the first 14 days of your billing cycle. After 14 days, yearly subscriptions are non-refundable for the remainder of the billing period. Refund requests should be sent to support@emisso.app.

4.6 Free Tier

The Free plan is provided at no cost with limited features. We reserve the right to modify, limit, or discontinue the Free plan at any time with 30 days' notice. Free plan users will be given the opportunity to export their data before any discontinuation takes effect.

4.7 Downgrades

If you downgrade from a paid plan, the downgrade takes effect at the end of your current billing period. If your existing data exceeds the limits of your new plan (e.g., more facilities than allowed), you will retain read access to all existing data but will not be able to create new records that exceed the lower plan's limits.

5. API Usage Terms

The REST API is available exclusively to Pro plan subscribers. By using the API, you agree to the following additional terms:

5.1 Authentication

API access requires Bearer token authentication using API keys generated through the Service. API keys carry the emso_live_ prefix and are displayed only once upon creation. You are solely responsible for the secure storage and use of your API keys.

5.2 Rate Limits

API requests are subject to a rate limit of 60 requests per minute per organisation. Requests exceeding this limit will receive a 429 Too Many Requests response. We reserve the right to adjust rate limits with reasonable notice.

5.3 Permitted Use

The API is provided for programmatic access to your own organisation's data. You may use the API to integrate Emisso data with your own internal systems and tools. You must not:

• Share API keys or allow third parties to access the API using your credentials
• Use the API to build a competing product or service
• Attempt to circumvent rate limits or other technical restrictions
• Use the API in a manner that degrades the Service for other users

5.4 API Changes

We may update or modify the API from time to time. We will endeavour to maintain backward compatibility and will provide at least 30 days' notice before making breaking changes.

6. Data Ownership and Licensing

6.1 Your Data

You retain all ownership rights to the data you submit to the Service, including your emission records, facility information, reports, and any other content you upload ("Customer Data"). We do not claim any ownership interest in your Customer Data.

6.2 License to Us

By submitting Customer Data to the Service, you grant us a limited, non-exclusive, worldwide licence to store, process, and display your data solely for the purpose of providing and improving the Service. This licence terminates when you delete your data or your account.

6.3 Aggregated Data

We may use anonymised and aggregated data derived from your use of the Service (which cannot be used to identify you or your organisation) for the purposes of improving the Service, generating industry benchmarks, or conducting research. Such aggregated data is not considered Customer Data.

6.4 Our Intellectual Property

The Service, including its design, code, emission factor databases, calculation methodologies, branding, and documentation, is owned by Emisso Pty Ltd and protected by intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable right to use the Service in accordance with these Terms.

6.5 Data Export

You may export your Customer Data at any time through the report generation features of the Service or, for Pro plan subscribers, via the REST API. Upon termination of your account, we will make your data available for export for 30 days before permanent deletion.

7. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, national, or international law or regulation
• Submit false, misleading, or fraudulent emission data with the intent to deceive third parties
• Infringe on the intellectual property rights of others
• Attempt to gain unauthorised access to the Service, other users' accounts, or our systems
• Reverse engineer, decompile, or disassemble the Service
• Transmit malware, viruses, or any other harmful code
• Interfere with or disrupt the integrity or performance of the Service
• Use automated means (bots, scrapers) to access the Service outside of the authorised API
• Resell, sublicence, or provide the Service to third parties as a managed service without our written consent

8. Service Availability and Support

8.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our control.

8.2 Support

Support is provided via email at support@emisso.app. Response times vary by plan tier and severity.

8.3 Modifications to the Service

We may modify, update, or discontinue features of the Service at any time. If we discontinue a material feature, we will provide reasonable notice and, where possible, suggest alternatives.

9. Disclaimers

9.1 Service Provided "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Emission Calculations

While we strive for accuracy in our emission factor databases and calculation methodologies, the Service is a tool to assist with carbon accounting. Emisso does not guarantee the accuracy, completeness, or regulatory compliance of any emission calculations or reports generated through the Service. You are responsible for verifying the accuracy of your data and ensuring it meets your specific regulatory or reporting requirements.

The emission reports generated by the Service do not constitute professional carbon accounting advice, environmental compliance certification, or legally binding emission declarations.

10. Limitation of Liability

10.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF EMISSO PTY LTD ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.2 Exclusion of Damages

IN NO EVENT SHALL EMISSO PTY LTD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any liability under the Australian Consumer Law that cannot be excluded.

11. Indemnification

You agree to indemnify, defend, and hold harmless Emisso Pty Ltd and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or third-party rights
• The accuracy or legality of the Customer Data you submit to the Service

12. Termination

12.1 Termination by You

You may terminate your account at any time through the account settings in the Service or by contacting us at support@emisso.app. Upon termination:

• Your access to the Service will cease at the end of your current billing period (for paid plans) or immediately (for the Free plan)
• You will have 30 days to export your Customer Data before it is permanently deleted
• No refunds will be issued for unused portions of monthly subscriptions. For yearly subscriptions, see Section 4.5.

12.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach these Terms or the Acceptable Use policy
• Your payment method fails and is not updated within 14 days
• We are required to do so by law or a court order
• Your use of the Service poses a security risk to us or other users

Where reasonably possible, we will provide notice before termination and an opportunity to cure the breach.

12.3 Effect of Termination

Upon termination, the following sections survive: Section 6 (Data Ownership), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Governing Law), and this Section 12.3.

13. Governing Law and Disputes

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through the exclusive jurisdiction of the courts of Victoria, Australia.

If you are a consumer in the European Union, you may also have the right to submit a dispute to the European Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

14. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Notify you via email or through an in-app notification at least 30 days before the changes take effect

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the revised Terms, you must stop using the Service and terminate your account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Emisso Pty Ltd regarding the Service and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from causes beyond our reasonable control, including but not limited to natural disasters, acts of government, internet outages, or third-party service failures.

16. Contact

For questions about these Terms, please contact us:

• Email: support@emisso.app
• Mail: Emisso Pty Ltd, Sydney, Australia