Service Agreement

Service Agreement

1. Introduction

The Client wishes EcoBizCheck to provide the services and EcoBizCheck is willing to provide the services to the Client on the terms and conditions set out in this contract.

2. Certification Process

  • Acceptance of Terms & Conditions
  • Payment of annual fee
  • Access to restricted EcoBizCheck on-line assessment
  • Company completes assessment and submits to EcoBizCheck
  • Instant, comprehensive EcoBizCheck assessment (incl. score) of company's environmental standing
    • Each question has a different weighting to reflect its relative importance and impact
    • In order to reach certification companies will be required to achieve a 70% score for Bronze, 80% score for Silver and 90% score for EcoBizCheck Gold certification
  • EcoBizCheck online assistance to reach certification criteria
  • Annual online self-audit, payment of annual fee and renewal of certification

3. Client Package

  • Access to restricted website content and assessments
  • A step-by-step guide for attaining certification
  • A practical assessment to dramatically improve environmental impact
  • Voluntary Carbon Compensation Program
  • National exposure on EcoBizCheck's website, e-publications and promotional material
  • Company eco-business policy document
  • Fact and Info Sheets e.g.:
    • Enviro-facts
    • Recycling and recycled paper
    • Energy Star Rating
  • Support Material e.g.:
    • Staff introductory email
    • Paperless office guide
    • PC and laptop efficiency guide
    • Comprehensive guide to using your environmental credentials to improve profitability
    • Template emails and assessment for suppliers, landlords, body corporate and cleaning company
  • Signed PDF statement of EcoBizCheck certification
  • Yearly online audit of business
  • EcoBizCheck e-newsletter

4. Terms & Conditions

  1. Application
    These Terms and Conditions apply to the Certification Services provided by EcoBizCheck to the Client. These Terms and Conditions prevail over any other terms that may be communicated to the Client in writing or orally. No person acting or purporting to act on behalf of EcoBizCheck shall have authority to waive or change these Terms and Conditions orally. EcoBizCheck may vary these Terms and Conditions at any time.
  2. Certification Services
    Under the Contract, EcoBizCheck agrees to provide and the Client agrees to accept the Certification Services requested by the Client.
  3. Assessment
    The Client warrants that to the best of its knowledge and belief, all information made available to EcoBizCheck is complete and accurate in all respects. The Client agrees to provide EcoBizCheck with all cooperation and assistance necessary to enable EcoBizCheck to provide the Certification Services requested by the Client.
  4. Fees
    The Client must pay to EcoBizCheck all Fees due in respect of the Certification Services provided by EcoBizCheck to the Client. The certification fees are to be paid annually. Payment of fees constitutes client acceptance of Terms & Conditions.
  5. Certification
    If: (a) the client is not in breach of these Terms and Conditions; and (b) after achieving the required standards in accordance with the Certification Procedures, EcoBizCheck is satisfied that certification is appropriate, EcoBizCheck will: (i) grant certification (ii) issue a Certificate to the Client; (iii) grant a license to the Client to use the Certification Logo in accordance with the terms contained herein. If EcoBizCheck is not satisfied in its sole discretion that granting either Certification is appropriate, EcoBizCheck must notify the Client in writing. The Client acknowledges that the Certificate does not imply that any Certification is approved by any certification or governmental authority.
  6. License
    Subject to clause 5. EcoBizCheck grants to the Client a non-exclusive license to use the Certification Logo as a certification trademark. The Client agrees with EcoBizCheck: (a) to use the Certification Logo in accordance with the License and any reasonable directions issued by EcoBizCheck from time to time; (b) not to alter, modify or deface in any way representations of the Certification Logo; (c) to notify EcoBizCheck of any suspected or actual unauthorized use of the Certification Logo which the Client becomes aware; (d) to provide all access and cooperation reasonably requested by EcoBizCheck to protect the Certification Logo and to ensure compliance with these Terms and Conditions; (e) not to represent that it owns or has any rights in relation to the Certification Logo other than the License; (f) not use the Certification Logo in any way that causes or is likely to cause confusion or deception; and (g) that the original and all copies of the Certification Logo and Certificate remain the property of EcoBizCheck and must be returned if requested by EcoBizCheck.
  7. Maintenance of Certification
    The Client must maintain the required standards as certified and comply with all reasonable requirements of EcoBizCheck, including the payment of annual Certification Fees, that EcoBizCheck considers necessary to ensure that Certification continues to be appropriate. The Client must promptly notify EcoBizCheck in writing of any change in relation to the services so certified by EcoBizCheck.
  8. No Misrepresentation
    The Client must not engage in any conduct which might mislead, deceive or confuse any person in relation to or otherwise misrepresent the nature, status, scope or effect of its Certification by EcoBizCheck. The Client must promptly comply with any directions given by EcoBizCheck to correct any conduct or misrepresentation in breach of this clause.
  9. Term
    Subject to these Terms and Conditions Certification and the License will commence on the date certification is granted and be valid for one full year.
  10. Intellectual Property
    The Client acknowledges and agrees that: (a) EcoBizCheck is the owner of all copyright, know-how and other intellectual property rights in the Certification Logo, Certification Procedures and any associated documentation; and (b) no right, title or interest in the Certification Logo, Certification Procedures or that documentation is transferred to the Client under the Contract. (c) EcoBizCheck may use data collected for ranking, reporting, research and survey purposes but in accordance with a strict privacy policy will not disclose any individual client results without a client's permission. If a client objects to any reference to their activities on the EcoBizCheck website, it is the client's responsibility to notify EcoBizCheck by email.
  11. Insurance
    The Licensee warrants that valid and enforceable public liability, product liability, professional indemnity and workers' compensation insurance policies are maintained to cover potential liability of: a) The Licensee arising out of this agreement; and b) EcoBizCheck arising out of the Licensee's breach of these terms and conditions or any act or omission of the Licensee.
  12. Confidentiality
    EcoBizCheck undertakes to maintain confidential all conversations and documents reviewed and produced while undertaking this assignment. The client agrees that all intellectual property of EcoBizCheck (including assessments and methodologies) is confidential and not to be passed on to any third party.
  13. Warranty
    The Client warrants to EcoBizCheck that the Certification Logo will only be used in accordance with the License, unless otherwise approved in writing by EcoBizCheck.
  14. 100% Money Back Guarantee
    EcoBizCheck will refund 100% of the first year's annual certification fee if all our recommended actions are implemented and your company does not save at least your certification fee in the first year after implementation. We may need to audit your office to ensure compliance. Internal factors such as a significant increase in staff numbers, additional machinery, equipment and/or a significant increase in turnover and external factors such as price increases in energy, water, waste management and other resources that will have skewed or adversely affected your costs will be taken into account.
  15. Limitation of Liability
    To the extent permitted by law all conditions or warranties implied by statute (including, without limitation, Trade Practices Act 1974) or common law are excluded from these Terms and Conditions. EcoBizCheck's liability for anything in relation to this Contract (however arising) is limited at its option to: (a) providing the Certification Services again; or (b) paying the cost of having the Certification Services supplied again. To the extent permitted by law, EcoBizCheck excludes liability for any loss or damage suffered by the Client (whether direct, indirect or consequential) arising in any way out of the services (including defective services) provided by EcoBizCheck or out of the services provided by the Client, the subject of the Certification or any act or omission of EcoBizCheck, including but not limited to profits lost and damage sustained or incurred as a result of a claim by a third party. EcoBizCheck will not be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to a matter beyond its control or which could not have been reasonably foreseen.
  16. Assignment
    a) EcoBizCheck may assign all or any of the rights under this Licensing Agreement. b) The Licensee must not assign or otherwise transfer all or any of its rights under the Agreement without the prior written consent of the EcoBizCheck.
  17. Indemnity
    The Client must indemnify EcoBizCheck from and against all expenses, damages, costs and losses that EcoBizCheck may incur whether directly or indirectly, as a result of: (a) any breach of these Terms and Conditions by the Client; or (b) any loss of or damage to any property or injury to or death of any person: (i) caused by any negligent act or omission or willful misconduct of the Client or its officers, employees and contractors; (ii) arising in connection with the services provided by the Client, the subject of the Certification.
  18. Termination
    EcoBizCheck may suspend or terminate, at its option, the Certification and License issued to the Client with immediate effect by giving the Client written notice if: (a) the Client breaches any of these Terms and Conditions and fails to remedy the breach within 30 days after receiving notice requiring it to do so; (b) the Client breaches a material provision of these Terms and Conditions where that breach, in EcoBizCheck's reasonable opinion, is incapable of remedy; (c) EcoBizCheck receives three written complaints that the Client has breached Certification requirements; (d) EcoBizCheck reasonably believes that Certification is no longer appropriate; or (e) one of the following events occurs in relation to the Client: (i) it ceases to carry on business; (ii) it ceases to be able to pay its debts as they fall due; (iii) it disposes of the whole or any part of its assets, other than in the ordinary course of business; (iv) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Client's business; (v) any step is taken to enter into any arrangement between the Client and its creditors; or (vi) it becomes an externally administered body corporate (as defined in the Corporations Act 2001). Termination does not affect any accrued rights or remedies of either party. If the Certification and License issued to the Client expire or are terminated in accordance with these Terms and Conditions, the Client must immediately: (a) pay to EcoBizCheck all amounts due but unpaid by the Client; (b) cease using any Certification Logo; (c) withdraw from public display and return to EcoBizCheck the original and copies of the Certificate; (d) cease all advertising, promotions or other publication of the Certification issued to the Client; (e) take any steps reasonably required by EcoBizCheck to notify staff, customers and other third parties of the expiry or termination of the Client's Certification
  19. GST
    If any Goods and Services or Sales tax is payable on any supply made by a party (supplier) to another party (recipient) under or in connection with this Contract, then the recipient must pay to the supplier the amount of such tax (to the extent that it is not already specifically included) in addition to the consideration otherwise payable for the supply. The supplier must provide the recipient with a tax invoice in such form as will permit the recipient to claim an input tax credit for the amount of such GST should it be so entitled. If the recipient is obliged to reimburse or indemnify the supplier for any amount paid or payable by the supplier to a third party (Third Party Payment), then: (a) the amount payable by the recipient shall be reduced by the amount of any input tax credit to which the supplier is entitled in relation to the Third Party Payment; and (b) the recipient will only be obliged to pay any applicable tax on that reduced amount.
  20. Terms of Payment
    All fees for services to be supplied by EcoBizCheck are set out in the Schedule of Fees. Any other services supplied by EcoBizCheck in addition will be charged at the current rates. EcoBizCheck reserves the right to alter its current rates at any time. The Client shall make payment before EcoBizCheck issues an assessment username and password.
  21. General
    (a) Each party will take all steps and do all such things as may be reasonably requested by any other party to give effect to any of the transactions contemplated by these Terms and Conditions; (b) This Contract will be governed by and construed in accordance with the laws of each state and the parties submit to the non-exclusive jurisdiction of the courts of such state; (c) Any provision of the Contract which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be severed from this Contract without invalidating the remaining provisions of this Contract or affecting such provision in any other jurisdiction; (d) This Contract binds and benefits the parties and their respective legal personal representatives, successors, and permitted assigns; (e) This Contract constitutes the entire agreement between the parties in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and replaced by this Contract; (f) the relationship of the parties is one of independent contractors. Nothing in this Contract will be construed as rendering the relationship one of principal and agent, partnership or joint ventures; (g) The Client must not assign or otherwise transfer or attempt to assign any right or obligation under this Contract.
  22. Disclaimer
    Although the information and recommendations are presented in good faith and believed to be correct, EcoBizCheck makes no representations or warranties as to the completeness or accuracy of the information. Information is supplied upon the condition that the persons receiving same will make their own determination as to its suitability for their purposes prior to use. In no event will EcoBizCheck be responsible for damages of any nature whatsoever resulting from the use of its certification or other products. Whilst EcoBizCheck has taken every care to incorporate widely used best practice standard it cannot guarantee the accurateness of its certification and accepts no responsibility for any deviations, errors or omissions. In particular, EcoBizCheck may - in certain instances - not be able to capture a client's total carbon footprint due to the client's industry sector or complexity of business.
  23. Audit
    As this is a self-assessment program, EcoBizCheck may require documentary evidence of certain measures agreed to and/or implemented by a client. In addition, EcoBizCheck and its agents or franchise owners may require proof of items submitted in the assessment process at anytime or when the annual renewal and re certification is conducted.
  24. Client registration, payment of an invoice or commencement of any GreenBizCheck assessment constitutes acceptance of these terms and conditions.
  25. Once payment has been made and an assessment issued, no refunds are available.

Definitions

In these Terms and Conditions:

Certificate means a document issued by EcoBizCheck confirming that the Client has been awarded Certification;

Certification Logo means a symbol, word or other sign (as identified in the Certificate) that signifies that services provided by the Client to third parties have been certified by EcoBizCheck as meeting specified requirements;

Certification Procedures means procedures developed by EcoBizCheck and used in assessing services provided by the Client to third parties for the purposes of enabling EcoBizCheck to grant or maintain the Certification;

Client means the company, organization or individual seeking Certification and named in the application for certification;

Contract means the contract between EcoBizCheck and the Client resulting from the Client's application for certification;

Fees means those fees set out in the application guideline for certification or as otherwise agreed by EcoBizCheck and the Client;

License means the license granted pursuant to clause 6;

EcoBizCheck means EcoBizCheck Pty Ltd ABN 51 128 048 466;