Terms & Conditions

Broker Listing Agreement

THIS IS A LEGAL AGREEMENT BETWEEN “YOU” AND VIRIDIOS AI PTY LTD (“VAI”) YOU ARE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS. 

1. DEFINITION AND INTERPRETATION

1.1 Definitions

 

“Agreement” means these Terms and Conditions and any updates made to it by from time to time;

 

Commencement Date” means the date You accept these Terms and Conditions;

 

1.2 As used in this Agreement: 
1.2.1 the terms and expressions set out in Clause 1.1 shall have the meanings as set out in that Clause; 
1.2.2 the masculine includes the feminine and the neuter; and 1.2.3 the singular includes the plural and vice versa. 
1.3 A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment or consolidation thereof. 
1.4 Headings are included in this Agreement for ease of reference only and shall not affect the interpretation or construction of this Agreement. References to Clauses are, unless otherwise provided, references to clauses to this Agreement. 

2. VAI PLATFORM LISTING AND COMMUNICATION

2.1 Subject to the terms of this Agreement VAI will provide the users of its VAI platform Your contact details to enable users to contact You, in the event that any such user expresses an interest in entering into a carbon credit transaction.

2.2 Any communication between a user of the VAI platform who expresses an interest in entering into a carbon credit transaction will be via that user’s own email account, not VAI’s account. Any communication will therefore be directly between You and the user of the VAI platform.

2.3 Your details, as provided by You, in accordance with any criteria or format that VAI may require from time to time, will be made available, along with other market participants who have entered into a data sharing agreement with VAI.

2.4 All users of the VAI who express an interest in entering into a carbon credit transaction will be notified that You and all market participants whose details are made available to the users of the VAI platform, have entered into a data sharing agreement with VAI. The terms of any data sharing agreement between You and VAI will remain confidential, but in entering into this Agreement you hereby waive any confidentiality with respect to the fact that You have entered into a data sharing agreement with VAI.

2.5 You recognise and accept that one of the conditions to Your details being made available to users of the VAI platform is that You have entered into a data sharing agreement with VAI and that You are complying with its requirements, as determined by VAI. Notwithstanding the existence of a data sharing agreement and/or your compliance with its obligations, VAI may in its absolute unfettered discretion cease to make your details available for any or for no reason, not connected or related to any data sharing agreement, either with or without notice.

3. WARRANTY

3.1 BOTH VAI AND YOU WARRANT THAT: IT HAS FULL RIGHT AND POWER TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT ACCORDING TO THE TERMS CONTAINED HEREIN 
3.2 ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING BUT NOT LIMITED TO SATISFACTORY QUALITY AND FITNESS FOR PURPOSE) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. 

4. LIMITATION OF LIABILITY

4.1 SUBJECT TO CLAUSE 4.2 BELOW VAI’s LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND OR FOR ANY MATTER WHATSOEVER HOWSOEVER ARISING UNDER THIS AGREEMENT WHETHER RESULTING IN DIRECT LOSS OR DAMAGE TO YOU SHALL BE LIMITED TO AND SHALL NOT EXCEED A TOTAL SUM OF £1000; 
4.1.1 VAI EXPRESSLY EXCLUDES LIABILITY FOR: 
a) LOSS OF DIRECT OR INDIRECT PROFITS, BUSINESS, REVENUE, MANAGEMENT TIME, GOODWILL, REPUTATION, WASTED EXPENSES, ANTICIPATED SAVINGS OR DAMAGE TO OR ARISING FROM LOSS OF DATA; 
b) ANY INCREASED COSTS OR EXPENSES; AND/OR 
c) INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER.
4.2 THE LIMITATIONS AND OR EXCLUSIONS OF LIABILITY DO NOT APPLY TO:
a) LIABILITY FOR NEGLIGENCE CAUSING DEATH OR PERSONAL INJURY; 
b) LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR DECEIT; 
c) OTHER LIABILITIES WHICH CANNOT BE EXCLUDED BY LAW; 
4.3 Neither party shall be under any liability to the other for any breach of this Agreement arising from any cause beyond the reasonable control of the breaching party including without limitation strikes, lock-outs, labour disputes, acts of God, war, riot, terrorism, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, failure of communication links or power supplies, fire, flood or storm and the breaching party shall be entitled to suspend its obligations under this Agreement during the period and to the extent that the breaching party is prevented from or hindered in complying therewith by any such cause. In the event that such cause continues for more than one (1) month either Party may terminate this Agreement by written notice effective immediately upon receipt. 

5. INDEMNITY

You shall indemnify VAI against each loss, liability and cost incurred by VAI as a result of Your breach of any of the terms of this Agreement. 

6. TERM AND TERMINATION

6.1 The Agreement shall commence from the Commencement Date and shall continue for as long as VAI or You determine in its/Your absolute discretion.
6.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party for any or no reason. 

7. ASSIGNMENT

This Agreement may not be assigned, novated or otherwise transferred by You in whole or in part without the prior written consent of VAI. 

8. DATA PROTECTION

8.1 Terms defined in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “Directive”) have the same meanings when used in this clause 8. 
8.2 Each party shall, in connection with the Agreement: 
a) comply in all respects with the laws and regulations implementing the Directive and all other applicable data protection laws and regulations (together, the “Data Protection Laws”); and 
b) not, by any act or omission, place the other party in breach of the Data Protection Laws. 
8.3 Where a party acts as a processor in relation to personal data in relation to which the other party is the controller, that party which carries out processing of personal data shall: a) process those personal data only on instructions from the other party; 
b) implement appropriate technical and organisational measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; and c) permit the other party to monitor its compliance with this Clause 8. 
8.4 Each party instructs the other party, where the other party is acting as data processor in relation to personal data in relation to which that party is data controller, to take such steps in the processing of those personal data as: 
a. the other party reasonably considers necessary or desirable for the performance of the other party’s obligations under this Agreement; and 
b. are consistent with the performance of the other party’s obligations under this Agreement and the Data Protection Laws. 

9. ENTIRE AGREEMENT

The parties agree that the terms and conditions (any updates made to it by VAI) represent the entire agreement between the parties and no statement or representation made by either party has been relied upon by the other in agreeing to enter into this Agreement and each party unconditionally waives any rights it may have to claim damages against the other on the basis of any statement or representation made by the other (whether made carelessly or not) not set out or referred to in this Agreement (or for breach of any warranty given by the other part that is not set out or referred to in this Agreement) unless such statement or warranty was made or given fraudulently. Nothing in this Clause 9 shall affect any party’s liability for fraud or fraudulent misrepresentation. 

10. NOTICES

Any notice or other communication to be given under this Agreement must be English language and in writing and may be delivered or sent by pre-paid registered (or certified air mail if applicable) to the party to be served at that party’s address for correspondence as set out below. Any notice or document shall be deemed served if delivered, at the time of delivery; if posted, forty-eight (48) hours after posting (or seventy-two (72) hours after posting in the case of airmail), and if sent by email at the time of transmission. 

 

VAI

Viridios AI Pty Ltd

Suite 102, 1-3

Gurrigal Street, Mosman

NSW 2088

Australia

support@viridios.ai

11. INDEPENDENT CONTRACTOR

Each party acknowledges and agrees that this Agreement shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organization of any kind and that neither party shall have the right to bind the other without that party’s prior express written consent. 

12. THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, provided that no right or remedy of any third party which exists or is available otherwise than by virtue of that Act shall be adversely affected by this Agreement. 

13. LAW AND JURISDICTION

Each of the parties to this Agreement represents and warrants that it has full power to enter into this Agreement. This Agreement shall be considered as a contract made in England and according to English law and subject to the exclusive jurisdiction of the English courts, to which both Parties hereby submit.

Last updated August 1, 2022