Terms of Service

These Terms of Service (Terms) govern access to and use of VeroPath's software platform, websites, dashboards, reports, documentation and related services (Services). By creating an account, using the Services, clicking to accept these Terms or entering into an Order Form that incorporates them, you agree to these Terms.

If you use the Services for an organisation, you confirm that you have authority to bind that organisation. The organisation is the Customer.

1. Service provider and priority of documents

The Services are provided by VeroPath Pty Ltd ACN 699 357 778, Suite 3, 108 Southbank Boulevard, Southbank, Victoria 3006, Australia.

VeroPath may use contractors, resellers, implementation partners and service providers to support the Services, but they do not become the contracting provider unless a written agreement expressly states otherwise.

If an Order Form, negotiated customer agreement or Data Processing Addendum conflicts with these Terms or the Disclaimer in Part C, the signed or expressly agreed customer document prevails to the extent of the inconsistency. The Disclaimer forms part of this website legal framework and should be read together with these Terms.

2. Right to use the Services

During the applicable subscription term and subject to payment of fees and compliance with the agreement, VeroPath grants the Customer a limited, non-exclusive, non-transferable right to allow its authorised users to access and use the Services for the Customer's internal business purposes.

The Customer is responsible for its authorised users, user permissions and account security, and must promptly notify VeroPath of suspected unauthorised access.

3. Customer responsibilities and acceptable use

The Customer is responsible for the accuracy, quality and legality of Customer Data, obtaining all required rights and permissions, configuring the Services appropriately, and reviewing outputs before relying on them for material regulatory, financial, sustainability or public-reporting purposes.

You must not use the Services unlawfully; infringe third-party rights; upload malicious code; interfere with security or performance; obtain unauthorised access; conduct unauthorised security testing; reverse engineer the Services except where the restriction is prohibited by law; scrape or systematically extract data outside authorised functionality; circumvent technical limits; or use the Services to develop a materially competing product using VeroPath's non-public technology or Documentation, except where prohibited by law.

4. Customer Data, privacy and confidentiality

As between the parties, the Customer owns Customer Data. The Customer gives VeroPath the limited rights needed to host, process, transmit, display and otherwise use Customer Data to provide, secure and support the Services, comply with Customer instructions and applicable law, and enforce the agreement.

Each party must protect the other party's confidential information using reasonable care and use it only for purposes connected with the Services or applicable agreement. Confidentiality obligations do not apply to information that is public without breach, independently developed, lawfully known without restriction or lawfully received from another source.

Each party must comply with applicable privacy and data-protection law. VeroPath's processing of personal information is described in the Privacy Policy above and, where applicable, an agreed Data Processing Addendum.

5. VeroPath intellectual property

VeroPath and its licensors own all intellectual-property rights in the Platform, software, Documentation, interfaces, workflows, methodologies, templates, databases, designs, algorithms, improvements and other VeroPath materials. No ownership rights are transferred to the Customer.

VeroPath may use aggregated or de-identified information derived from use of the Services to operate, secure, analyse and improve its products, provided the resulting information does not reasonably identify the Customer or an individual.

6. Sustainability and ESG outputs

The Services may assist customers to collect and analyse sustainability information, calculate selected emissions information, organise evidence and generate reports, dashboards or other ESG-related outputs. Outputs may depend on Customer Data, third-party information, methodologies, assumptions, factors, settings and reporting frameworks.

Unless VeroPath expressly agrees otherwise in writing, the Services do not constitute legal, regulatory, accounting, tax, financial, investment, engineering or environmental advice, certification, independent assurance or an audit opinion. The Customer remains responsible for reviewing and validating outputs before material reliance.

Sustainability standards, emissions factors, taxonomies and reporting requirements may change. VeroPath may update methodologies and functionality accordingly and does not warrant that a particular report format or methodology will remain legally sufficient in every jurisdiction indefinitely.

7. Third-party services, availability and changes

The Services may use or integrate with third-party infrastructure, datasets, APIs or software. VeroPath is not responsible for the independent acts, omissions or availability of third parties except to the extent responsibility cannot lawfully be excluded or VeroPath expressly assumes it in writing.

VeroPath will use commercially reasonable efforts to provide paid Services, subject to maintenance, security requirements, third-party dependencies and events outside its reasonable control. Any specific uptime commitment or service credit must be stated in an Order Form or Service Level Agreement.

VeroPath may improve or modify the Services over time. During a paid committed subscription term, VeroPath will not materially reduce the core functionality purchased by the Customer without reasonable cause, subject to changes reasonably required for law, security, regulation, third-party dependencies or urgent technical reasons.

8. Fees, suspension and termination

Fees, taxes, billing, renewal and subscription periods are stated in the applicable Order Form. Unless otherwise agreed, fees are non-refundable except where these Terms, the applicable agreement or law provides otherwise.

VeroPath may reasonably suspend affected Services for material breach, overdue undisputed fees after reasonable notice, material security risk, suspected unlawful use, legal requirement or use that materially exceeds agreed limits. Where reasonable, VeroPath will provide notice and an opportunity to remedy before suspension.

Either party may terminate for a material breach that is not remedied within 30 days after written notice, or where continued performance would be unlawful. On termination, access ends, accrued amounts remain payable and Customer Data will be handled in accordance with the applicable agreement and VeroPath's retention procedures.

9. Warranties and disclaimers

Each party warrants that it has authority to enter into the agreement. For paid Services, VeroPath will provide the Services with reasonable care and skill and will use reasonable efforts to ensure they materially conform to applicable Documentation.

To the maximum extent permitted by law, except for warranties expressly stated in the agreement, the Services are provided on an “as available” basis. VeroPath does not warrant uninterrupted or error-free operation, that every output will satisfy every regulatory or reporting requirement, or the accuracy of information supplied by customers or independent third parties. The additional Website & Platform Disclaimer in Part C applies to the Services and website content and forms part of this legal framework.

Nothing in these Terms excludes a guarantee, warranty, condition, right or remedy that cannot lawfully be excluded.

10. Liability

Nothing in these Terms excludes or limits liability to the extent that exclusion or limitation is prohibited by law, including liability for fraud or fraudulent misrepresentation.

Subject to the preceding sentence, neither party is liable for indirect, incidental, special, exemplary or consequential loss. Neither party is liable for loss of profits, revenue, anticipated savings, opportunity or goodwill to the extent that loss is indirect or consequential.

Subject to non-excludable liability, each party's aggregate liability arising out of or relating to the Services in any rolling 12-month period is limited to the fees paid or payable for the affected Services during the 12 months immediately preceding the event giving rise to liability. For Services provided entirely free of charge, the cap is AUD 1,000.

For breach of confidentiality, applicable data-protection obligations, infringement of the other party's intellectual-property rights, or an express indemnity under a signed customer agreement, the applicable liability cap is two times the general cap, unless the applicable agreement states otherwise.

11. Indemnities

To the extent permitted by law, the Customer is responsible for third-party claims arising from unlawful Customer Data, infringement caused by Customer Data, material breach of acceptable-use obligations, or Customer instructions that require unlawful processing, except to the extent caused by VeroPath's breach, negligence, wilful misconduct or unlawful conduct.

For paid Services, VeroPath will defend an eligible Customer against a third-party claim that authorised use of the unmodified Platform infringes that third party's intellectual-property rights, subject to customary exclusions for Customer Data, unauthorised modifications, prohibited use or combinations that cause the claim. VeroPath may obtain continued-use rights, modify or replace the affected functionality, or terminate the affected Service and refund prepaid fees for the unused portion.

12. Compliance and force majeure

Each party must comply with laws applicable to its performance of the agreement. The Customer must not use the Services in violation of applicable sanctions, export controls, anti-bribery, anti-corruption, privacy or trade-restriction laws.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except that this does not excuse payment of amounts already properly due.

13. Governing law and disputes

Unless an Order Form expressly states otherwise, the agreement is governed by the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from them, subject to mandatory local law.

If applicable law grants a right that cannot lawfully be excluded, prohibits a limitation in these Terms or requires an additional protection, these Terms are modified only to the minimum extent necessary to comply with that law.

Before starting court proceedings, the parties should use reasonable efforts to resolve disputes through good-faith discussions between appropriate senior representatives. This does not prevent urgent injunctive relief, protection of intellectual-property rights, recovery of an undisputed debt or action required before a limitation period expires.

14. General

The applicable Order Form, these Terms and documents expressly incorporated into them form the entire agreement concerning the Services. Failure to exercise a right is not a waiver. If a provision is unlawful or unenforceable, it will be modified or severed to the minimum extent necessary and the remainder will continue.

The parties may contract electronically and use electronic signatures where permitted by law. VeroPath may update these Terms on reasonable notice. Changes will not materially reduce an existing paid Customer's contractual rights during a committed subscription term unless required by law or security, agreed with the Customer, or permitted by the applicable Order Form.

These Terms may be translated for convenience. Unless mandatory law or an Order Form provides otherwise, the English version prevails to the extent of any inconsistency.

15. Contact

Questions about these Terms or the Services may be sent through the contact details published on the VeroPath website or by post to: VeroPath Pty Ltd, Suite 3, 108 Southbank Boulevard, Southbank, Victoria 3006, Australia.