Date: 12 July 2023
Author: Catherine Long, CEO and Co founder
Thank you for choosing Trace! Trace is a cloud based software that enables your business to measure, manage and mitigate its carbon emissions.
These Terms & Conditions (“Terms”) are a Legally Binding contract between you (‘The Company’) and us (‘Trace).
These Terms govern access to and use of the Trace (“Trace”, “We”, “Us”) Websites, Portal, Assets and Services (collectively “Services”) by Site visitors, individuals or entities who purchase our Services or create an Account and their Authorised Users (collectively “Customers”).
As part of these Terms, you agree to comply with the most recent version of our Protocol for use of Trace branding as defined in these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRACE, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES. IN ANY CASE, TRACE’S MAXIMUM LIABILITY WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR YOU FOR THE SERVICES (IF ANY) IN THE 12 MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
Trace may, in its sole discretion at any time discontinue providing, or limit access to its Services if it determines, in its sole discretion, that you have infringed any of the Terms in this document.
Key terms used in this clause, include: (a) “Go-Live Date“ means the date, following completion of the Set-up Process, on which the SaaS Services are ready to be accessed by you; (b) “SaaS Services“ means our Software as a service as further described on our Site; (c) “Services“ means the: (1) Set-up Process; (2) SaaS Services; (3) any support services (as described in clause 9); (4) any additional services added by us throughout the Term (note these may incur additional fees and/or may only be accessible on certain plans); and (d) “Set-up Process“ means, prior to the Go-Live Date, the set-up of the SaaS Services' integrations with Third Party Products.
Our service promise: In consideration of payment of the Fees, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel. We agree to, where this is commercially feasible, use reasonable commercial endeavours to remediate any defects in the SaaS Services within a reasonable time of becoming aware of them. The remediation in this clause will not apply to Third Party Inputs (for example, to issues in relation to our data hosting provider) or Third Party Products (for example, to issues in relation to your SSO Provider or accounting software). If you become aware of any issues during the Term, please notify us.
Set-up Process: Where you specify Third Party Products for integration during your Account and/or Plan set up, we will carry out the Set-up Process to assist you with the integration of the SaaS Services with such Third Party Products via existing application programming interfaces and agreements. Please note that we can only integrate with Third Party Products we have an existing arrangement with and that the scope of any integration (i.e. what data can be imported and exported) will be subject to the terms of our agreement with the applicable Third Party Product and your agreement with the applicable Third Party Product.
Changes to the SaaS Services: You agree that we may amend the SaaS Services (including any features) at any time, by providing notice to you, provided those changes do not substantially and adversely affect your use and enjoyment of the SaaS Services. By way of example, a change that would substantially or adversely affect your use and enjoyment of the SaaS Services: (a) would include a fundamental change to the Services, such as us removing the ability to connect with your accounting software feature; and (b) would not include changing minor features or the look or feel of the platform. In relation to changes to the SaaS Services that would substantially and adversely affect your (or an Authorised User's) use and enjoyment of the SaaS Services, we agree to provide you with notice of any such change at least 30 days prior to the change taking place. On receiving such notice, if you do not wish to continue using the SaaS Services with the change, you may choose to terminate these Terms by providing us notice of termination within 30 days of the date of our notice.
YYou agree to pay all applicable, undisputed fees for the Services on the terms set forth on the invoice. You agree to pay us via an automatic and recurring credit card charge set up via our third party payment processor (and authorised by you) or via any other payment method set out on our Site or agreed with you in writing. You are responsible for reviewing the payment schedule and ensuring there are adequate funds available for processing. If after 14 days amounts payable remain overdue, we may suspend your service and/or downgrade your Account to a free account.
You agree that your payment card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes.
You agree that we will automatically charge you for recurring membership fees on the membership end date, unless instructed by you that you intend to terminate the use of Trace Services.
Our listed prices do not include any taxes, levies, duties or similar government assessment for any nature such as value-add, sales, use of withholding taxes, assessible by any jurisdiction (collectively “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase.
Your use and reliance on Third Party Inputs: You agree that the Services may include Third Party Inputs selected by us that interface, or interoperate, with the Services, including third party software or services and that the provision of the Services may be contingent on, limited to, or impacted by, Third Party Inputs (i.e. our third party data hosting provider). You must comply with our instructions and directions, whether written or verbal, in relation to use of any Third Party Inputs. Where we provide you with any terms and conditions for use of these Third Party Inputs, you agree that you will comply with these and are liable for any Liability that we incur as a result of any non-compliance by you.
Our integration with your Third Party Products: You agree that we may facilitate, on your instructions, the interface, or interoperation of, the Services with your Third Party Products, including third party software, services or equipment and that the provision of the Services may be contingent on, limited to, or impacted by these Third Party Products (for example, your accounting software or SSO Provider). To the extent that you choose to use any Third Party Products in conjunction with the Services, you are solely responsible for: (a) the purchase of; (b) the requirements (including any consents or permissions); and (c) the licensing obligations (and compliance with those obligations), related to the applicable Third Party Product; and (d) for ensuring the interface of, or interoperation of, the SaaS Services with your Third Party Product and the extraction and receipt of any of Your Data is legally and contractually permitted (including with respect to Privacy Laws). You agree that the benefit of any Third Party Product's interface, or interoperation with, the Services, is subject to your compliance with this clause and that we have no Liability to you (including for any loss of access to data or corruption of data) if any Third Party Product withdraws your access to their services or withdraws their services from integration with our Services.
Despite anything to the contrary, we may monitor, analyse and compile statistical information (including but not limited to transaction and invoice data which we may gather from the accounting software API) and performance information (including but not limited to usage data that we may gather from API integrations and other techniques to understand how much a piece of software is being used) based on and/or related to New Materials, Your Data and your use of the Services for our own business purposes (being any purpose we see fit), and to provide anonymised transactional information to unaffiliated third parties for their business use in an aggregated and anonymised format, such that it is no longer about an identifiable individual and there is no reasonable likelihood of re-identification of an individual ( “Analytics“ ). To the extent the Analytics contains any Personal Information, we will comply with our obligations under applicable Privacy Laws.
We gather and store customer data securely within our proprietary application and a secure third party tool. Access is strictly limited to our employees on a need to know basis and confidential customer data will never be shared with third parties. By accepting these Terms you agree that you have read and accept our Privacy Policy.
You grant us a limited licence to copy, transmit, disclose, modify, reproduce, upload, communicate, distribute, store and back-up or otherwise access and make available Your Data to: (a) supply the Services to you (including to enable you and your Personnel and Authorised Users to access and use the Services) and to third parties; (b) diagnose problems with the Services; (c) enhance and otherwise modify the Services, including to improve functionality and algorithms; (d) perform Analytics; and (f) as otherwise reasonably required to perform our obligations under these Terms.
You acknowledge and agree that you must, at all times, (a) ensure the integrity of Your Data and that the collection and use of Your Data is compliant with all Laws; (b) ensure the ongoing secure storage of all Your Data, free from unauthorised access or disclosure (including by regularly backing up Your Data via a means separate to its storage on the SaaS Services); and (c) ensure that you are legally permitted to disclose any of Your Data (including any Personal Information) from any Third Party Product to us and you consent to us retrieving Your Data from any Third Party Product nominated by you for use by us in accordance with these Terms. You represent and warrant that: (a) you have obtained all necessary rights, releases and permissions to provide all of Your Data to us and to grant the rights granted to us in these Terms; and (b) Your Data (and its transfer to and use by us) as authorised by you, under these Terms does not violate any Laws (including those relating to export control and electronic communications), any contractual obligations, or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity.
Key Terms used in this clause, include: (a) “Confidential Information“ , which includes information which: (1) is disclosed to the Receiving Party in connection with these Terms at any time; (2) is prepared or produced under or in connection with these Terms at any time; (3) relates to the Disclosing Party's business, assets or affairs; or (4) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential“, and howsoever the Receiving Party receives that information; (b) “Disclosing Party“ , which means the Party disclosing the Confidential Information; and (c) “Receiving Party“ , which means the Party receiving the Confidential Information.
Confidentiality obligations: Each Receiving Party agrees: (a) not to disclose the Confidential Information of the Disclosing Party to any third party; (b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and (c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
Exceptions to the confidentiality obligations: The obligations above do not apply to Confidential Information that: (a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms; (b) is authorised to be disclosed by the Disclosing Party; (c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or (d) must be disclosed by Law or by a regulatory authority, including under subpoena.
Remedies: Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 12. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this confidentiality clause.
We, Trace guarantee the accuracy of our carbon measurement and management methodology and software to the best of our knowledge and abilities. We strive to provide reliable calculations and reporting based on the data entered into our software. However, it is important to note that the accuracy of the results is highly dependent on the accuracy and completeness of the data provided by the user.
We warrant that our software will be free from defects in material and workmanship under normal use.
Limitations & Exclusions
Our guarantee and warranty are subject to the following limitations:
Except as expressly stated in this guarantee and warranty clause, we disclaim all other warranties, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications will become effective upon the earlier of (a) your acceptance of the modified Terms, (b) your use of the Services with the actual knowledge of the modified Terms, or (c) 30 days following our publication of the modified Terms.
Trace is a Climate Technology business which helps companies measure, manage and offset their carbon emissions and achieve Trace certification (definitions below).
Measure
Trace has developed a proprietary carbon emissions calculator methodology and supporting digital tools to measure the carbon emissions of a company’s services and/or products based on data provided by the customer. Read more in the Carbon Assessment Methodology section.
Manage
Trace provides educational content and tools via its digital Portal to enable businesses to identify opportunities for reducing their carbon emissions and track progress over time.
Offset
Trace customers offset their emissions by contributing funds which are pooled with other customers’ funds to acquire a portfolio of carbon credits curated, purchased and retired by Trace. The amount of funds that each customer contributes is based upon the estimated costs of acquiring sufficient carbon credits (calculated by Trace using available market information) to offset at least 100% their CO2 emissions. Read more in the Offsetting section.
Certification
See definitions of our certification badges and public disclosure requirements.
There is increasing pressure for businesses to consider the environmental impact of the goods and services they deliver and as a result standards are emerging to ensure the validity of any environmental claims made so as not to mislead consumers. According to the ACCC ‘a business must not represent that goods or services have sponsorship, approval, performance characteristics, accessories, uses or benefits they do not have’.
The goal of this protocol is to ensure our customers correctly use the carbon claims attained through Trace so as not to mislead the public.
Trace defines carbon neutral to mean that a business has calculated the greenhouse gas emissions (carbon dioxide or carbon dioxide equivalent) generated by its core activities (as defined in the emissions boundary) and has 'cancelled out' emissions by purchasing carbon offsets. Carbon offset units are generated from activities that prevent, reduce or remove greenhouse gas emissions from being released into the atmosphere.
When the offsets purchased by an organisation are equal to or greater than the emissions produced within the specified time period they are carbon neutral.
By claiming carbon neutral status through Trace, customers acknowledge and accept that their emissions have been estimated using Trace’s proprietary methodology based on the activity data provided by the customer and that Trace carbon neutral certification does not constitute Australian Government approval.
Trace relies on customers to provide complete and accurate data for the CO2 assessment in accordance with its methodology and guidance and does not take responsibility for inaccurate or omitted data.
Trace has developed strict definitions associated with use of its badges to ensure that customers feel confident making credible claims about their environmental action and that consumers can understand and trust the scope of the action taken by Trace business customers.
This badge is awarded to companies that measure and offset at least 100% of their emissions with Trace.
Carbon emissions are calculated by Trace using its proprietary methodology and based on actual activity data supplied by the customer for a previous 12 month period of operation.
This badge is awarded to companies that measure and offset at least 150% of their emissions with Trace.
Carbon emissions are calculated by Trace using its proprietary methodology and based on data supplied by the customer for a previous 12 month period of operation
This badge is awarded when a material (15% or more) proportion of annual emissions has been estimated where activity data is unavailable, enabling businesses to become carbon neutral in the absence of a complete data set.
Carbon emissions are estimated by Trace based on the emissions intensity (CO2/FTE or CO2/expenses) of either
The Estimate badge is not permitted for more than 1 consecutive year; Businesses must source real data to maintain their ‘Carbon Neutral’ beyond 1 year.
Estimated emissions have been at least 100% offset using Trace’s project portfolio.
This badge is only available to companies that have been operating for less than 12 months and therefore do not have a full year’s activity data.
Annual carbon emissions are estimated based on forecast activity data provided by the company.
Forecast emissions have been at least 100% offset using Trace’s project portfolio.
Forecast renewals: In order to renew its Carbon Neutral status at the end of the forecast period, Trace requires the Customer to provide actual data for the previous 12 month period so that Trace can calculate the actual emissions for the period. These emissions must be at least 100% offset to achieve ‘Carbon Neutral’ status for the next 12 months
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This badge is awarded when carbon emissions are offset using Trace’s project portfolio, subject to the following circumstances:
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Carbon emissions calculated by Trace using its proprietary methodology and based on data supplied by the customer for a previous 12 month period of operation.
Carbon emissions have not been offset using the Trace portfolio.
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Trace defines the impact of its customers based on 3 different time periods:
Example:
Customers that become certified ‘Carbon Neutral’ or ‘Carbon Positive’ with Trace are granted use of our Badges and associated visual assets (collectively Trace Assets’) subject to the terms below.
On and from the Carbon Neutral start date (which is when the certification is given by Trace) and in consideration for payment of the applicable fees, we grant you (the Company) a non-transferable, revocable, non-exclusive licence to use the Trace Assets on digital and physical assets provided that:
Trace reserves the right to review the use of Trace Assets in the public domain and request changes or removal if such use fails to meet these terms.
Companies using the ‘Carbon Neutral Brand’ designation are NOT permitted to display the ‘Brand’ assets or language on physical products or packaging. Trace’s assessment is not a product-specific Lifecycle Assessment (LCA), therefore any Carbon Neutral claims should relate to the Brand rather than any specific product.
Measuring, reducing and offsetting your emissions doesn’t have to be complex, time consuming and expensive. Our mission is to remove the barriers to becoming carbon neutral
Our methodology adopts the 80:20 rule - 80% accuracy comes from 20% of the effort, which allows us to analyse your emissions in a matter of days not weeks. We include emissions from our client’s operations, employees and supply chain, using data readily available in your business.
Our model has been independently reviewed and verified by environmental consultancy, Energy Link Services and we continuously review and enhance the underlying data to ensure accuracy, transparency and recency.
The trace emissions engine leverages best practice carbon accounting methodologies and emission factors, including the UK Government, Australian Government’s Climate Active programme, NABERs and the global GHG Protocol. Emissions factors and benchmark data come from auditable sources.
The model covers:
We use a hybrid of the market-based and location-based approach, unless specifically directed by the customer.
This means we consider ‘carbon neutral’ electricity as zero emissions and use the location-specific emissions factor for any non-carbon neutral grid electricity.
We define carbon neutral electricity as ‘Green Power’, certified carbon neutral energy plans from retailers, PPAs, LGCs and ‘behind the meter’ renewable energy generated on site (e.g. solar panels).
The emissions boundary relates to the activities undertaken by the company that are included within the Trace carbon assessment and defines the certification awarded if the company offsets the emissions. The emissions boundary is defined using the ‘Operational control approach’ and must include all emissions under the direct control or ownership of an organisation (scope 1 & 2), as well as emissions they can strongly influence (scope 3), subject to relevance and materiality.
Trace offers two Boundaries of carbon neutral certification – Organisation and Brand (Organisation + Product/Service). The Boundary selected depends on the type of products or services a company delivers.
All companies must at a minimum include activities within the Organisation boundary in their assessment. Companies that manufacture, prepare, distribute and/or sell products must also include activities in the Organisation+ boundary.
In addition to the areas included in an Organisation and Organisation+ Boundaries, companies that manufacture products may choose to include activities within the Brand boundary, which includes emissions associated with the manufacturing of products sold.
The Organisation boundary includes any activity that the company directly controls or pays for. The Brand boundary includes activities controlled or paid for by the Company’s suppliers (known as upstream).
Downstream use and end-of-life activities are excluded from all assessments undertaken by Trace due to the complexity and reliance on high level assumptions required to calculate the emissions associated with these activities. If a company would like to complete a lifecycle analysis of their products including these activities, Trace can recommend specialist consultants to support.
We make it easy for our clients by pre-defining their minimum emissions boundary based on the industry type and the level of control they generally have over emissions sources. In simple terms, we’ve used recognised methodologies and benchmarks from our customer base to determine which activities (or categories of activity) must be included in the CO2 assessment.
Emissions from the categories Trace determines relevant to your industry type MUST be included in the emissions boundary.
For supplier spend outside of mandatory categories, the materiality & relevance tests apply (see below).
For supplier spend outside of mandatory categories, the materiality & relevance tests apply. Emission sources are relevant if they meet either of the following spend thresholds:
Or at least two of the following criteria are met:
Trace does not define the exact 12 month period of data required for the CO2 assessment but recommends submitting data that is as recent as possible, so that the CO2 assessment represents a realistic picture of the businesses’ current emissions profile.
The data must represent a 12 month period that has an end date no more than 6 months prior to the date of data submission. In order to achieve ‘Carbon Neutral / Positive’ Certification, offsetting must occur within 6 months of assessment, otherwise a reassessment will be required at additional cost to the customer.
The data must represent a 12 month period that has an end date no more than 6 months prior to the date of data submission. In order to achieve ‘Carbon Neutral / Positive’ Certification, offsetting must occur within 9 months of the end of the measurement period, otherwise a reassessment will be required at additional cost to the customer.
All customers are required to agree to our public disclosure agreement when they submit their data to Trace:
Trace manages a live portfolio of carbon credits, which means we procure credits from multiple projects on a regular basis. As such, the number and types of credits in the portfolio will change over time as we purchase and retire credits across various projects.
Carbon credits are subject to market price volatility as a result of fluctuations in supply and demand (which are outside our control). This has an impact on how we select projects to purchase credits from. The projects we acquire credits from, and the proportion of the portfolio that each respective project represents, will therefore vary over time. As such, past portfolio composition is not a guarantee of future portfolio composition.
The current portfolio of projects can be viewed here. Projects marked ‘live portfolio’ represent the projects from which we have acquired credits in the last two procurement cycles (see Timing below). When you make contributions to offset your emissions through Trace, we provide details of the portfolio that is held at that time, updated on a rolling 6 monthly basis. We believe this most closely illustrates the projects that your contribution could fund. However, since we procure credits up to 3 months in arrears (i.e. after receiving payment from you), the credits bought using your contributed funds may not correspond precisely to those credits which have been purchased in the past. See below for our explanation of how we select credits and our commitment to quality and transparency.
We charge a management fee, embedded in the cost to offset, which is deducted from customer contributions. This fee relates to the project sourcing and portfolio management services we provide and covers the associated costs of conducting due diligence, administrative record keeping and reporting on the portfolio.
At Trace we are committed to sourcing high quality, externally verified carbon credits on behalf of our customers. You can read our selection criteria here.
All carbon credits are certified by Gold Standard, Verra, the Australian Clean Energy Regulator or the UNFCC’s Clean Development Mechanism (CDM). On top of verified carbon credits, we also sponsor tree planting from a variety of nature-based projects around the World, which deliver additional CO2 sequestration benefits.
Thanks to our growing community of Climate Positive customers, Trace benefits from the economies of scale of aggregating the demand across all our customers, which means we can access more competitive pricing for credits than customers who buy credits directly on their own behalf in smaller quantities.
You can rest assured that when we select, acquire and retire carbon credits, we only partner with the intermediaries whom we trust to help us source credits that meet our strict quality criteria.
Trace procures credits in arrears, which means we accumulate funds from our customers before we go to market to acquire credits on a quarterly basis. In the meantime, Trace holds customers’ contributions in escrow, separately from its own business operating funds, pending the quarterly procurement cycle.
You can see our live tracker of carbon credits and trees here. This shows the carbon and trees purchased by Trace using contributions from our customers.
As a general rule, it can take up to 90 days from a customer contribution transaction taking place on our platform for the contribution proceeds to be converted into credits in our portfolio (because of transaction times, accounting procedures, waiting for receipts or carbon retirement certificates from our partners, etc).
