Terms & Conditions

‍These Terms of Use are intended to explain Our obligations as a provider of the Service and Your obligations as a user of the Service. These Terms of Use form part of a legally binding agreement between You and Klean with respect to Your access to and use of the Service. Klean may update these Terms of Use from time to time. Klean will post any updates on the Website. You will be deemed to have accepted any changes to the Terms if you continue to use the Service after the date of an update. Whenever you access and use the Service you are acknowledging that You have read, understood and accepted these Terms of Use and have the authority to act for any person or entity on behalf of whom You are using the Service.

‍DEFINITIONS

"AccessFee" means the amount payable by the Subscriber to Klean for the Services, as set out in the Subscriber’s Klean account or the Proposal.

‍"Agreement" means the contract between the Subscriber and Klean for the provision of the Services, which consists of these Terms of Use, the Proposal (or if no Proposal was signed, the billing page in Your Klean account that specified the Access Fees payable by You for the Services) and any other documents expressly identified as forming part of the contract between the Subscriber and Klean.

‍"Confidential Information" of a party includes any and all information of any type contained in or comprising advice, reports, accounts, manuals, contracts, techniques, operations, processes, software, applications, names, logos, marks, copyright subject matter, patentable subject matter, inventions, drawings, photographs, formulae, costs, estimates, methods of doing business, marketing and business plans, budgets, sales and customer lists, details or preferences of clients or customers, client and customer data (including Personal Information), proposed projects and products, and all other information, trade secrets and know-how whether written, oral, or embodied in any other form or medium, which is obtained directly or indirectly from the party either before or after the date of this Agreement.

‍"Data" means any data entered by You, or with Your authority, into the Service.

‍"Intellectual Property Right" means any patent, trademark, service mark, copyright and related rights, moral right, right in a design, rights to inventions, copyright, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, know-how), and all other intellectual property rights, confidential information (including know-how) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in anywhere in the world.

‍"Invited User" means any individual who is authorised by both the Subscriber and Klean to use the Service, including the Subscriber’s employees, contractors and agents.

‍"Klean" means KLEAN TECHNOLOGIES PTY LTD ACN 662 325 215, a company registered in Australia.

‍"Our" means Klean. "Us" and "We" have the same meaning.

‍“Personal Information" shall include without limitation all informationor opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whetherthe information or opinion is recorded in a material form or not. It also includes de-identified, generic, or demographic information which on its own may not be sufficient to identify a particular individual, but when re-identified orcombined with other information is sufficient to identify a particular individual.

‍“Proposal” means the proposal document signed by the Subscriber, including any schedules or attachments to it, where applicable.

‍"Service" means the online carbon management services system made available (as may be changed or updated from time to time by Klean) via the Website.

‍"Subscriber" means the company, natural person or other legal entity that accepts the terms of this Agreement and/or purchases the Service.

‍"Terms" or "Terms of Use" means these Terms of Use and if relevant any special terms and conditions agreed in writing by You and Us.

‍"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

‍"Website" means the internet site located at the domain www.klean.world.

‍"You" means the Subscriber, and where the context permits, an Invited User. "Your" has the same meaning.

‍TERMS

1. USE OF SOFTWARE

‍
‍Subject to You paying the Access Fee in accordance with clause 2.1, the restrictions set out in clause 2 and the other terms and conditions of this Agreement, Klean grants You the non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree (subject to any applicable written agreement between the Subscriber and the Invited Users and any other applicable laws) that:

1. the Subscriber determines who is an Invited User and what level of user role access to the Service that Invited User has;
2. the Subscriber is responsible for all Invited User’s use of the Service and as such must ensure that the Invited Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any Invited User's breach of this Agreement;
3. the Subscriber controls each Invited User's level of access to the Service at all times and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. it is the Subscriber’s responsibility to ensure that each Invited User is issued with a unique login by Klean for their usage of the Service and that each Invited User creates a secure password for their unique login, which is kept confidential.
5. the Subscriber must not allow multiple individuals to share a single login and password for the Service without the written permission of Klean. Klean may at its discretion suspend or terminate the account of an Invited User, where it has reasonable grounds to believe that the Invited User’s login and password credentials are being used by multiple individuals;
6. the Subscriber shall maintain a written, up to date list of current Invited Users and provide such list to Klean within 5 Business Days of Klean's written request at any time or times; and
7. if there is any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that the Invited User shall have, if any.

‍2. YOUR OBLIGATIONS

‍You agree that as a condition of Your use of the Service, You will comply with the following obligations:

‍1. Payment Obligations

‍You must pay the Access Fees for the Services, as agreed between You and Klean in the Proposal. You are responsible for payment of all applicable taxes and duties in addition to the Access Fee that arise in connection with your purchase of the Services. One off-fees for account setup, including implementation, data-migration and training fees are payable within 14 days of You signing the Proposal. The one-off fees set out in the Proposal are non-refundable irrespective of whether You decide to proceed with the Services.

For Subscribers who have entered into a month-to-month subscription for the Services:

1. the Access Fee will be automatically deducted monthly from Your nominated credit card, or will be paid by You monthly on receipt of an invoice from Us;
2. If Your subscription is based on a “per user” price, You may increase or decrease the number of Invited Users on Your account at any time at Your discretion and will be invoiced for the revised number of Invited Users on the account from the month in which they are added or removed;
3. You will continue paying the Access Fees monthly until this Agreement is terminated in accordance with its termination provisions.

For Subscribers who have entered into a fixed-term subscription for the Services, and are invoiced monthly for that subscription:

1. the Access Fee will be automatically deducted monthly from Your nominated credit card, or will be paid by You monthly on receipt of an invoice from Us, for the duration of the contract term and for any rollover or renewal periods entered into under this Agreement;
2. If Your subscription is based on a “per user” price, You may increase the number of Invited Users on Your account at any time and will be invoiced for the increased number of Invited Users at the “per user price” set out in the Proposal for the months in which they are registered as users on the account;
3. You cannot decrease the number of Invited Users on Your account below the number set out in the Proposal. If You do so, You will continue to be charged for this minimum user number.

For Subscribers who have entered into a fixed-term subscription for the Services, and are invoiced upfront for the Services:

1. Klean will invoice You for the Access Fees payable under the Agreement for the term within 30 days of the start date of the Agreement. Your invoicing will move to monthly invoicing at the conclusion of the initial term, unless you enter into a new annual contract with Klean;
2. If Your subscription is based on a “per user” price, You may increase the number of Invited Users on Your account at any time and will be invoiced upfront for the increased number of Invited Users at the “per user price” set out in the Proposal from the month in which they are added, for the remainder of the fixed term;
3. You cannot decrease the number of Invited Users on Your account below the number set out in the Proposal. If You do so, You will continue to be charged for this minimum user number.If You provide credit card details to Klean, You hereby authorise Klean to debit such credit card for the Access Fees and any one off training, implementation and/or data migration fees set out in Your Proposal in accordance with this clause. All Klean payment receipts will be sent to You, or to a billing contact whose details are provided by You, by email (Billing Contact).If You pay for the Services:

1. via automatic debit from a credit card and Klean has not received payment within 7 days after attempting to debit that credit card; or
2. via manual payment of an invoice and Klean has not received payment within 30 days of invoice date,then without prejudice to any otherrights and remedies of Klean: we may, without liability to You, disable Your password, account and access to all or part of the Service and Klean shall be under no obligation to provide any or all of the Service until payment has been made.Klean shall be entitled to increase the Access Fees upon 60 days' prior notice to You.

‍2. General Obligations

‍You shall:

1. if you are migrating data from a legacy system into the Service, comply with the data migration terms set out in Appendix A to these Terms of Use;
2. only use the Service and Website for Your own lawful internal business purposes, and in accordance with this Agreement and any additional conditions posted on the Website from time to time;
3. use the Service and Website on behalf of others or in order to provide services to others but if You do so You warrant that You are authorised to do so and that all persons for whom or to whom services are provided will comply with and accept the terms of this Agreement;
4. ensure that Your network and systems comply with the relevant specifications provided by Klean from time to time;
5. be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;
6. co-operate with Klean in all matters relating to the Service;
7. carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, Klean may adjust any agreed timetable or delivery schedule as reasonably necessary;
8. comply with all applicable laws and regulations with respect to its activities under this Agreement; and
9. obtain and maintain all necessary licences, permissions and consents which may be required before You use the Service.

‍3. Access Obligations‍

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Klean of any unauthorised use of Your passwords or any other breach of security, and You must take all other actions that Klean reasonably requires to maintain or enhance the security of Klean's computing systems and networks, and Your access to the Service. You indemnify Klean against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or Confidential Information occurring via any system controlled by You.
2. When accessing and using the Service, You must not:

1. attempt to undermine the security or integrity of Klean's computing systems or networks or, where the Service are hosted by a third party, that third party's computing systems and networks;
2. use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Service or Website;
3. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service are hosted;
4. transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
5. access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and Klean reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;
6. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use, attempt to modify, copy, adapt, reproduce, disassemble, create derivative works from, frame, mirror, republish, decompile, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Website or any underlying computer programs or software used to deliver the Services or to operate the Website;
7. access all or any part of the Service in order to build a product or service which competes with the Service;
8. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Invited Users.

‍4. Usage Limitations

1. ‍‍Use of the Service may be subject to limitations, including but notlimited to monthly data storage limits.
2. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Klean.

‍5.Communication Conditions

As a condition of this Agreement, if You use any communication tools available through the Service (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service, or material or activities in violation of any law or the rights of any third party (including material that is protected by copyright or trade secrets which You do not have the right to use, and material that is defamatory, discriminatory, misleading or deceptive). When You make any communication on the Website, You represent that You are permitted to make such communication. Klean is under no obligation to ensure that the communications sent through the Service are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Service. Klean may in its absolute discretion remove any communication at any time.

‍‍6. Indemnity

You shall defend, indemnify and hold harmless Klean against: all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising out of or in connection with Your use of the Service. You shall also indemnify Klean against all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising from any breach of any of these Terms or any obligation You may have to Klean, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

‍7. Service Rules:

‍You agree not to engage inany of the following prohibited activities (Prohibited Activities):

1. copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";
2. using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Klean servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Klean grants the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
3. transmitting spam, chain letters, or other unsolicited email;
4. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
5. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
6. uploading invalid data, viruses, worms, or other software agents through the Service;
7. collecting or harvesting any Personal Information from the Service, except as expressly permitted by the features of the Service;
8. using the Service for any commercial solicitation purposes, meaning you must not use the Service to sell products or services of any description including, but not limited to, training and professional services;
9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
10. interfering with the proper working of the Service;
11. accessing any content on the Service through any technology or means other than those provided or authorised by the Service;
12. bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or
13. accessing, storing, or distributing material that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property.
7. You shall use all reasonable endeavours to prevent any Prohibited Activities and in the event of any such Prohibited Activities promptly notify Klean.

If You or any of Your Invited Users engage in a Prohibited Activity, Klean may,in its absolute discretion, without liability or prejudice to its other rightsto You, permanently or temporarily terminate or suspend Your access to theService, without notice to You.

‍3. KLEAN OBLIGATIONS

1. ‍‍Klean undertakes that the Service will be performed with reasonable skill and care.
2. The undertaking at clause 3.1. shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Klean's instructions, or modification or alteration of the Service by any party other than Klean or Klean's duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Klean will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or attempt to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause

3.1. Notwithstanding the foregoing, Klean:

1. does not warrant that Your use of the Service will be uninterrupted or error-free; or that the Service, and/or the information obtained by You through the Service will meet Your requirements; and
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. Klean shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance ; and unscheduled maintenance performed outside normal business hours, provided that Klean has used reasonable endeavours to give You at least 3 hours notice in advance.
4. If Klean’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Default”):

1. Klean shall without limiting its other rights or remedies have the right to suspend performance of the Service until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Klean's performance of any of its obligations;
2. Klean shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from failure or delay to perform any of its obligations as set out in this clause 3.
3. and you shall reimburse Klean on written demand for any costs or losses sustained or incurred by Klean arising directly or indirectly from the Default.
4. This Agreement shall not prevent Klean from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

‍4. CONFIDENTIALITY AND PRIVACY

1.  Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with the Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by the Agreement.

2. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

3. Each party's obligations under this clause will survive termination of this Agreement.

4. You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute Klean's Confidential Information.

5. The provisions of clause

4.1.a) shall not apply to any information which:

1. is or becomes public knowledge other than by a breach of this clause;

2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

4. is independently developed without access to the Confidential Information;

5. is disclosed to an actual or potential buyer of or investor in Klean, its related bodies corporate or any other entity from time to time forming part of the Klean group, provided that person is subject to confidentiality obligations commensurate with those of Klean under this Agreement; or

6. is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause

4.1(e)(vi), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

‍2.  Privacy

‍Klean maintains a privacy policy that sets out the parties' obligations in respect of Personal Information. This privacy policy is set out at www.Klean.world/privacy, and may be amended from time to time by Klean. You will be taken to have read and accepted Our privacy policy when You accept these Terms of Use.If You are a citizen or resident of the United Kingdom or the European Union, and Klean processes any Personal Information (or “Personal Data”, as this term is defined in the General Data Protection Regulation (EU) 2016/679) on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Klean shall be a data processor and in any such case:

1. you acknowledge and agree that the Personal Information may be transferred or stored outside the EEA or the country where You and any Invited Users are located in order to carry out the Service and Klean’s other obligations under this Agreement;

2. You shall ensure that You are entitled to transfer the relevant Personal Information to Klean so that Klean may lawfully use, process and transfer the Personal Information in accordance with this Agreement on Your behalf;

3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.

‍
‍5. INTELLECTUAL PROPERTY

1.  General

Title to, and all Intellectual Property Rights in or arising out of or in connection with the Service, the Website and any documentation relating to the Service remain the property of Klean (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the Service or any associated documentation.You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Klean obtaining a written licence from the relevant licensor on such terms as will entitle Klean to license such rights to You.
‍‍2.  Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property and You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. However, Your access to the Data is contingent on full payment of the Klean Access Fee when it falls due. You grant Klean a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You.

‍3.  Backup of Data and requesting a copy of Data ontermination of use of Service

Klean adheres to its best practice policies and procedures to prevent data loss or unauthorised access or disclosure, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of, or unauthorised access to or disclosure of Data. Klean expressly excludes liability for any loss, destruction, alteration or unauthorised access to or disclosure of Data no matter how caused.

‍4.  Third-party applications and your Data

‍If You enable third-party applications for use in conjunction with the Service, You acknowledge that Klean may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Service. Klean shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers..

‍6. WARRANTIES AND ACKNOWLEDGMENTS

1.  Authority

You warrant that where You are using the Service on behalf of another person, You have the authority to agree to the Agreement on behalf of that person and agree that by accessing and using the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of the Agreement, without limiting Your own personal obligations under the Agreement.

‍2.  Acknowledgment

1. You are authorised to enter into this Agreement and to access and use the information and Data that You enter into the Service, including any information or Data entered into the Service by any other person you have authorised to use the Service or Data. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is owned by You or not).

2. Klean has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

1. You are responsible for ensuring that You have the right to do so;

2. You are responsible for authorising any person who is given access to information or Data, and you agree that Klean has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

3. You will indemnify Klean against any claims or loss relating to:

1. Klean's refusal to provide any person access to Your information or Data in accordance with the Agreement;

2. Klean’s making available information or Data to any person with Your authorisation; or

3. the acts or omissions of any Invited User or any person on whose behalf You use the Website or the Service.

3. The provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk.

4. It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which it is used.

5. You assume sole responsibility for results obtained from the use of the Service by You, and for conclusions drawn from such use.

6. You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that collection of, storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including but not limited to laws relating to the privacy of Personal Information) and will not infringe the rights of any third parties. Klean makes no warranty that any particular functionality provided by the Software, or any particular activities which may be able to be carried out by the Software (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties. You indemnify Klean against loss or damage of any kind it may suffer as a result of your unlawful use of the Service or use which may infringe the rights of any third party.

7. Each time You use the Service You warrant that You comply with and will continue to comply with the terms of use of third party websites which You access via the Service (including but not limited to social media websites such as www.LinkedIn.com) and in particular that You are aware of and agree to comply with the privacy conditions of all such third party websites.

8. Each time You use the Service to retrieve data which contains the Personal Information of any person, from a third party website (including but not limited to social media websites such as www.LinkedIn.com), and You input such data into the Service, you warrant that You have been authorised by the person to whom the Personal Information relates to use and store that information in the manner in which you intend to use and store it.

9. You indemnify Klean against all claims, damages, losses and any other liabilities relating to the use of any data (including data containing Personal Information) which is accessed and retrieved or extracted from any third party websites (including but not limited to social media websites such as www.LinkedIn.com) and entered into the Service, using tools provided by the Service.

‍3.  No warranties:

1. Save as expressly and specifically set out in this Agreement, Klean gives no warranty about the Service. Without limiting the foregoing, Klean does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose.

2. All implied conditions, warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

3. Klean does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Klean is not in any way responsible for any such interference or prevention of Your access or use of the Service.

‍4.  Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.

‍7. LIMITATION OF LIABILITY

1.    Nothing in this Agreement is intended to exclude or limit Klean’sliability for any liability which cannot be limited or excluded by applicablelaw.

2.    If Klean incurs any liability to you under or as a result of any suchnon-excludable provisions, then Klean’s liability is limited to (at Klean’selection) the re-supply of the Service, or the payment of the cost orre-supplying the Service.

3.    Subject only to clauses 7.1 and 7.2:

1.    Klean excludes all liability and responsibility to You (or any otherperson) in contract, tort (including negligence), for breach of statutory duty,or otherwise, arising under on in connection with the Terms for any loss of anykind (including loss or corruption of software, information or Data); any lossof profits; any loss of sales or business; any loss of agreements or contracts;any loss of anticipated savings; any loss of damage or goodwill; any indirector consequential loss; and any cost, damage or other liability resulting,directly or indirectly, from any use of, or reliance on, the Service orWebsite;

2.    if Klean incurs any liability to you, whether in contract, tort(including negligence) or otherwise, then Klean’s liability is limited to (at Klean’selection) the re-supply of the Service, or the payment of the cost orre-supplying the Service;

3.    To the extent that sub-clause 7.3.b) may be held void or unenforceable,if Klean incurs any liability to you, whether in contract, tort (includingnegligence) or otherwise, then Klean’s liability is limited to the aggregate Access Fees paid by You to Klean in the 6 months preceding the relevantliability arising; and4.    In no event shall Klean, its employees, agents and sub-contractors beliable to You to the extent that the alleged infringement is based on:

1.    a modification of the Service by anyone other than Klean; or

2.    Your use of the Service in a manner contrary to the instructions givento You by Klean; or

3.    Your use of the Service after notice of the alleged or actual infringement from Klean or any appropriate authority.

4.    The foregoing represents Your sole and exclusive rights and remedies,and Klean's (including Klean's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

‍8. TERM AND TERMINATION

1. Term and termination without cause - month to month subscriptionIf a Subscriber has entered into a month-to-month subscription for the Services, the Agreement will continue for the period covered by the Access Fee paid or payable under clause

2.1. At the end of each billing period, this Agreement will automatically continue for another period of the same duration as that period, provided the Subscriber continues to pay the prescribed Access Fee when due. A Subscriber who has entered into a month-to-month subscription may terminate the Agreement without cause by upon 30 days written notice to shan@klean.world If You have entered into a month-to-month subscription for the Services and terminate the Agreement, in accordance with this clause,  You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of the Agreement.

2. Term - fixed-term subscriptionsIf a Subscriber has entered into a fixed-term subscription for the Services, the Agreement will continue for the fixed term set out in the Proposal. At the conclusion of the fixed-term, if the Subscriber has not:

a.  entered into a new Agreement for the Services, or

b.  advised Klean that it does not wish to enter into a new Agreement for the Services ,the Agreement will automatically convert to a month to month subscription.

From the date of conversion, the Subscriber will be charged the monthly Access Fee for a month to month subscription that is current at the date of conversion. The terms of this Agreement that apply to month to month subscriptions will apply to Your subscription from the date of conversion.

3. Termination without cause - fixed term subscription A Subscriber who has entered into a fixed-term subscription for the Services, may request to terminate the Agreement prior to the conclusion of the fixed term by emailing shan@klean.world Klean may approve or deny the termination request at its absolute discretion. If a fixed-term subscription is terminated in accordance with this clause, the Subscriber will not be refunded Access Fees paid upfront for any unused portion of the subscription term. If the Subscriber is being invoiced monthly, the Access Fees owing for the remaining term of the Agreement become immediately due and payable at the termination date.

4. Termination without cause - Klean Klean may terminate the Agreement without cause upon 30 days written notice to the Subscriber.

5. Material breach If You:

1. breach this Agreement (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach, if the breach is capable of being remedied;

2. breach the Agreement and the breach is not capable of being remedied (which includes, without limitation, any breach of clause 2.3 (Access Conditions) or any payment of Access Fees that are more than 30 days overdue); or

3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,then Klean may take any or all of the following actions, in its absolute discretion:

4. Terminate this Agreement with immediate effect and Your use of the Service and the Website;

5. Permanently or temporarily, as determined by Klean, suspend Your use of the Service and the Website;

6. Suspend or terminate access to all or any Data;

7. Take any of the actions set out in this clause  in respect of any or all of Your Invited Users.

8. Effect of termination

On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Service and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

You acknowledge and agree that the following provisions will survive termination or expiry of this Agreement: Your Obligations (Payment Obligations and Indemnity), Confidentiality and Privacy, Intellectual Property, Warranties and Acknowledgments, Limitation of Liability.

.9. TECHNICAL SUPPORT

1.  Technical Problems

Technical ProblemsIn the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Klean. If You still need technical help, please log a support ticket via the Service or email shan@klean.world

‍2.  Service availability

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While Klean intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place, or for reasons beyond Klean’s reasonable control.If for any reason Klean has to interrupt the Service for longer periods than Klean would normally expect, or the Service is interrupted due to reasons beyond Klean's reasonable control, Klean will use reasonable endeavours to publish details of such activity on the Website or to notify You by email.

‍10. GENERAL

‍1. Entire Agreement This Agreement supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations and understandings (whether oral or written), and constitutes the entire agreement between You and Klean relating to the Services.

2. No Remedy Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

3. Waiver If either party waives any breach of the Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

4. Severance If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

5. Force Majeure Neither party will be liable for any delay or failure in performance of its obligations under this Agreement  if the delay or failure is due to any events, circumstances or causes outside its reasonable control. This clause does not apply to any obligation to pay Access Fees or other financial obligations under this Agreement.

6. Assignment You may not assign or transfer any rights under this Agreement to any other person without Klean's prior written consent. Klean may assign this Agreement or the benefit of this Agreement, or it may novate this Agreement, in its discretion to any third party. This clause constitutes Your consent in advance to any such assignment or novation.

7. Third Parties This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

8. Governing law This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of Queensland, Australia, except in relation to data protection laws of the United Kingdom and European Union, which will apply if You are a citizen of those jurisdictions.

9. Jurisdiction Each party irrevocably agrees that the courts of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

10. Severability If any part or provision of this Agreement 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. If the foregoing is not possible or enforceable, the relevant provision will be treated as severed from this Agreement and the remainder of this Agreement will continue to be binding on the parties.

11. Notices Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Except where a clause in this Agreement states otherwise, notices to Klean must be sent to shan@klean.world  or to any other email address notified by email to You by an authorised Klean representative. Notices to You will be sent to an email address nominated by You.

‍Interpretation:

In the interpretation ofthis Agreement, no clause will be construed or interpreted against the partythat will benefit from the clause because it was drafted or put forward by thatparty.

‍Appendix A - Data Migration Terms

‍If Your Proposal includes a data migration, thefollowing terms apply to the migration of Your data into the Service:

1.     Supply of information to Klean - Within 30 days ofexecution of the Agreement, and payment of necessary Fees, You must provide Kleanwith

:1.     a copy of Your existing database that is to be migrated into the test environment in a “zip” encrypted file;

2.     a “project lead” from Your business who is responsible for leading the migration on behalf of Your business; and

3.     a full list of active users to be migrated from Your existing database and into the Service.2.     Payment for one user - Klean will commence charging You for one user on Your account from the date that the Proposal is signed.

3.     Go-live date forecast - Following receipt of the information setout in clause 1.above, Klean will consult with You to identify the date when Your data is likely to bemigrated into the Service (the “Forecasted Go Live Date”).

‍4.     Delays to Go-Live Date - Klean’s ability to meet the Forecasted Go-Live Date referred to in clause 2. is contingent on a number of factors, including whether You meet all of the timeframes set out in this Appendix A. Failure to provide the information set out in this Appendix within the specified time periods will affect Your place in Klean’s data migration queue, potentially significantly, and will result in delays to Your Forecasted Go-Live Date. If You fail to meet the timeframes specified in this Appendix, Klean will assign Your new place in the data migration queue at its absolute discretion.

5.     Project lead - Your project lead will be Klean’s primary point of contact in respect of the migration. Klean will direct all of its queries and feedback regarding the migration to Your project lead and will only act on instruction of Your project lead in respect of the migration. Changes to Your project lead mid-project may result in delays to Your migration and Forecasted Go-Live Date.

6.     Standard Klean fields - We will migrate Your legacy data into the standard Klean fields. Custom fields are standalone fields and do not relate to any Klean functionality, triggers, lookups or links to other records except for the record it is created for.  If your legacy data to be migrated doesn’t come within the standard Klean fields, you may require additional custom fields. Klean will map up to 10 custom fields per record type as part of Your data migration. You will be charged for additional custom fields per record that exceed this limit. Any new custom fields that do not require data mapping from Your legacy system can be added without charge during the migration project and post-Go-Live Date. Maximum of 10 custom fields per record type.

7.     Skills coding - Skills coding will be imported based on the structure of your legacy database. For example, Klean will not remap a 2-levelskills code structure to the 3-level skill code structure available in Klean.

8.     Third party integrations - Klean may provide high level guidance on third party integrations available in the Service. You remain responsible for the setup, or transfer where applicable, of all third party integrations.

9.     User acceptance testing - Following the migration of Your data into the test environment, Klean will provide You with an issue log and facilitate a “testing day” where you will conduct user acceptance testing within the test environment. Your project lead must notify any migration errors to Your Klean consultant by the end of Your designated testing day.

1. If no errors are notified to Your Klean consultant within testing day, You will be deemed to have signed-off on Your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.

2. If Your project lead does notify errors to Your Klean consultant within the user acceptance phase, Klean will work to rectify all notified errors and then facilitate a second guided “testing day” to ensure that the notified errors have been resolved.  After this second round  of testing, You will be deemed to have signed-off on Your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.

10.  Second backup - Following user acceptance testing sign-off, Youwill need to provide Klean with a final and complete backup of Your data withinthe timeframe specified by Your Klean consultant. This backup will be uploadedinto Klean’s production environment. The date that this backup is uploaded intoKlean’s production environment is the go-live date of Your account (Go-LiveDate).

11.  Transition to the Service - There may be a brief period of downtime betweenthe disconnection of Your legacy system and Your Go-Live Date. The timing andduration of any downtime will be agreed between You and Your Klean Consultantas part of the timeline to Your Go-Live Date.

12.  Errors post Go-Live Date - Following Your Go-Live Date, You have a two weekgrace period in which to raise any error with the migration directly with Your Kleanconsultant (four weeks, where a support and payroll integration is included aspart of the migration). After this period, any issues You raise with Kleanregarding Your data in the Service will be considered a change request. Kleanwill decide whether to undertake the change request work, and the timing forcompletion of a change request, at its absolute discretion. If Klean agrees toundertake the change request work, You may be charged a fee for the additionalwork undertaken by Klean. Klean will advise you of the fee, and seek yourwritten approval to commence, prior to commencing the additional work.

13.  Subcontracting - You agree that Klean may subcontract Your data migration to a third party, where you have provided Your written consent to Kleandoing so.

14.  Exports of data from Your Klean account - You may make a written request for Your data tobe migrated from one Klean account to another, duplicated, or otherwiseexported from Your Klean account. If You make such a request, prior tocommencing the migration, Klean will advise you of:

1.     any fees associated with the migration orexport;

2.     the proposed timing of the migration or export;

3.     necessary approvals that Klean requires toundertake the migration or export.

15.  Limitations with Data Migrations - There may be situations where functionality or fields that are in Your legacy system don’t exist in Klean, which may impact how Your data is imported and displayed in Klean. We use reasonable endeavours to mitigate these issues but cannot guarantee that they will all be addressed. Klean does not warrant that Your migrated data will be displayed in the same format or field as it is displayed in Your legacy system.

16.  Liability - You acknowledge and agree that it is Your responsibility to maintain a complete backup of the data that You are migrating into the Service at all times.You accept the following terms with respect to the migration of Your data into the Service:

1. You indemnify Klean against:

1. Any claims that arise in connection with the damage or destruction of data in the course of providing the migration service; and any third party claims which arise in respect of data that has been uploaded into the Service in breach of applicable privacy or intellectual property laws;

2. Klean is not liable to You for any indirect or consequential loss of any kind arising in connection with the migration of Your data into the Service, including loss or corruption of information or data; any loss of profits; any loss of sales; any loss of contracts or any loss or damage of goodwill.

3. Subject to clause 16b, Klean’s aggregate liability to You, or any third party, for any claim connected to the migration of Your data to the Service, howsoever arising, is limited to (at Klean’s election) to either the re-supply of the data migration service, or a refund of the fees paid by you for the data migration service.

17.  Interpretation - Capitalised terms used in this Appendix that are not defined herein are as defined in the Terms of Use (or Enterprise Agreement, where relevant). These terms will prevail to the extent of any inconsistency between them and any other terms of the Agreement.

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