Terms and Conditions

Last updated: June 2024

Mission

Cogo’s Carbon Manager has been built to make it easy for businesses to measure, manage, and report on their carbon footprint. Helping businesses like yours to understand how carbon intensive your business is, supporting you to take action to reduce this intensity, and communicating this data to existing and potential customers, is critical in the transition to a lower-carbon economy. We thank you for joining Cogo on our mission to empower businesses like yours, to do your bit, for the future of life on this planet.

Introduction

These Terms and Conditions apply between you, the User of Carbon Manager available at business.cogo.co (including all information, tools, and services available on or via Carbon Manager) (“Cogo Services”), and Cogo Connecting Good Limited trading as Cogo (“Cogo”, “we”, “our” or “us”), the owner and operator of the Cogo Services.

Please read these Terms and Conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur when you accept these Terms and Conditions or upon your first use of the Cogo Services (whichever is earlier). If you do not agree to be bound by these Terms and Conditions, you should stop using the Cogo Services immediately.

In these Terms and Conditions, “User” or “Users” (and “you” or “your”) means any third party that accesses the Cogo Services and is not either:

• employed by Cogo and acting in the course of their employment; or
• engaged as a consultant or otherwise providing services to Cogo and accessing the Cogo Services in connection with the provision of such services. You confirm that you have the authority to act on behalf of any entity for whom you are accessing the Cogo Services.

These Terms and Conditions include any additional terms and conditions and policies (including the Privacy Notice) that can be viewed by you via the Cogo Services and which are incorporated herein by reference.

If an individual, you must be at least 18 years of age to use the Cogo Services. By using the Cogo Services and agreeing to these Terms and Conditions, you represent and warrant that you are at least 18 years of age. If you are under the age of 18, you should review these Terms and Conditions with your parent or guardian before agreeing to make sure that you or your parent or guardian understand your and their legal obligations.

Using the Cogo Services and our Content

1. Cogo Content

   1. All content, material, data, information, text, graphics, images, audio, video, software, databases, data sets, data compilations, page layouts, underlying code and software and any other form of information capable of being stored in a computer that is included in, appears on or forms part of the Cogo Services, and any intellectual property rights in the foregoing, as well as any intellectual property owned or licensed by us relating to the Cogo Services (including any copyright, trade rights or service mark, trade or business name, logos and any other distinctive brand features), is and shall remain the property of Cogo, our affiliates or other relevant third parties (“Cogo Services Content”).
   2. In addition to the above, all intellectual property rights of any kind subsequently acquired or created by us, or conceived or created, in the course of or in relation to our making available of the Cogo Services to you and the use of Your Content, including in any derivative works created by or in connection with the use of Your Content (as defined below) pursuant to the licence terms below (together, “Cogo Generated Content”) shall be owned by us and, to the extent required by us, you will assign to us, or will procure the assignment to us of, any such rights (whether presently existing or to be created in the future).
   3. The Cogo Services Content and Cogo Generated Content together constitute the “Cogo Content”.

2. Your Content

   1. As part of your use of the Cogo Services, you may make available (directly, or indirectly sourced via a third party intermediary), submit, upload or post content to the Cogo Services or to us in connection with the Cogo Services (“Your Content”). Your Content includes, but is not limited to:
      1. your business name;
      2. the industry and/or sub-industry your business operates within;
      3. the revenue you generate as a business;
      4. the name of your bank;
      5. the name of your suppliers;
      6. the amount you spend with each supplier;
      7. the spend category you assign to each supplier;
      8. the amount of energy you use, or other business activity data; and
      9. which climate actions you are undertaking.
   2. Your Content must comply with any content standards set out in any Acceptable Use Policy or similar requirements specification that we make available or notify to you and must not contain any thing, data, information, attachments, documents or files that:
      1. infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights;
      2. violate any law, statute, ordinance or regulation, including but not limited to any applicable privacy legislation, such as the New Zealand Privacy Act 2020; or
      3. are defamatory, libellous or obscene.

3. You grant us a fully paid-up, worldwide, perpetual, non-exclusive, royalty-free, transferable, sub-licensable, irrevocable licence to use, reproduce, distribute, prepare derivative works of (including the creation of Cogo Generated Content), decompile, disassemble, combine, display and publish Your Content in connection with the Cogo Services and across different media for any purpose related to Cogo’s business and the Cogo services and products (subject to the limitations set out below). You recognise that such licence shall permit:

   1. the public sharing or display of Your Content to demonstrate your individual emission activities and to produce ranking tables to compare, measure and demonstrate impact across industries and comparable businesses;
   2. use of Your Content in connection with:
      1. providing Cogo Services to you;
      2. the promotion, marketing, commercialisation, and research and development of the services used or made available by us or those authorised by us (at present or in the future);
      3. improving and developing the Cogo Services;
      4. encouraging and educating others to measure and reduce their carbon emissions and build a community of activity via the Cogo Services; and
      5. producing analytics, statistics, and reports regarding the use of the Cogo Services; and
      6. combining and aggregating Your Content (in whole or in part) and any derivative works created from it with other data and datasets in order to create a public database or catalogue, including provision of data-as-a-service.

4. Notwithstanding the licence you grant us to Your Content set out above, we agree to not share or display any of Your Content that constitutes:

   1. your financial information, including revenue or expense data;
   2. the amounts of products or services you use (e.g. kWh of electricity);
   3. names or details of the suppliers you use; or
   4. any personal information (names, email addresses) of Users.

5. We are entitled to rely on the accuracy and completeness of Your Content and, unless expressly required otherwise, we have no obligation to verify the accuracy or completeness of Your Content.

6. You are solely responsible for Your Content, and we reserve the right to remove any of Your Content from our servers that may expose us to potential liability (but for the avoidance of doubt a failure by us to do so does not relieve you from responsibility).

7. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Cogo Content without the written permission of Cogo or as otherwise authorised by or via the Cogo Services (e.g. reports that are expressly permitted to be made ‘publicly available’). We grant you a limited, revocable, non-exclusive licence to use and display Cogo Content that is permitted or authorised by this clause and which is incorporated or embedded into any reports you generate as part of the Cogo Services.

8. We reserve the right to, at any time:

   1. store any and all of Your Content using cloud storage technology, at our discretion; and
   2. gather analytics in relation to any and all activity on the Cogo Services, use of the Cogo Services and Cogo Content for internal purposes, including for purposes such as billing, gauging interest and identifying usage patterns.

How we protect the confidentiality and of your data

9. Subject to the licensing permissions applicable to Your Content, Cogo will maintain the confidentiality of your data, and will make reasonable efforts to prevent any unauthorised use, disclosure, copying, publication or dissemination of your data, except and only to the extent necessary in accordance with these Terms and Conditions. We have contractual agreements in place to ensure that any authorised persons that access Your Content are committed to confidentiality. We ensure appropriate security measures are in place, including protection against unauthorised or unlawful access and/or processing and against accidental loss, destruction, or damage. We keep data for no longer than necessary for the purpose for which the data is being used.

10. In these Terms and Conditions, “Personal Data” means any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier, and including information collected from your bank account or a third party service provider.

11. Personal Data will be collected, used, stored, disclosed and otherwise processed in accordance with these Terms and Conditions and Cogo’s Privacy Notice.

12. The parties agree to use their reasonable endeavours to limit the transfer, disclosure and processing of Personal Data via the Cogo Services.

13. Wherever Cogo determines the means and purposes of the processing of Personal Data relating to you, Cogo will be the ‘data controller’ (as such term is understood under applicable data protection laws) of such Personal Data, and the terms of Cogo’s Privacy Notice shall apply to such processing.

14. For UK users, your personal information may be transferred to, and processed, outside the UK on third party providers and/or sub-processors servers. If/when we transfer your personal data out of the UK, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

    1. We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data;
    2. Where we use certain sub-processors and/or service providers, we may use specific contracts approved for use in the UK which give personal data the same protection it has in the UK;
    3. Where we use sub-processors in the US, we may transfer your data to them if they are approved by, and/or benefit from an adequacy decision by the European Commission (EC).

15. Cogo will in accordance with its Privacy Notice:

    1. comply at all times with applicable privacy and data protection laws;
    2. take all reasonable steps to protect the security and integrity of your Personal Data; and
    3. take reasonable steps to notify you if Cogo becomes aware of any disclosure of your Personal Data.

16. You agree that Cogo may from time to time send you information regarding additional products and services made available by Cogo. Should you not wish to receive this material, you may unsubscribe.

Permitted and Prohibited Use

17. You may not use the Cogo Services for any of the following purposes:

    1. in any way which causes, or may cause, damage to the Cogo Services or interferes with any other person’s use or enjoyment of the Cogo Services;
    2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
    3. for making, transmitting or storing electronic copies of Cogo Content unless permitted in writing or under these Terms and Conditions;
    4. for modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works of the Cogo Services or any Cogo content or otherwise attempting to do so;
    5. attempting to:
       1. defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any protection mechanisms in the Cogo Services, including, without limitation, any such mechanism used to restrict or control the functionality of the Cogo Services; or
       2. derive the source code or the underlying ideas, algorithms, structure or organisation form of the Cogo Services.
    6. conducting, facilitating, authorising or permitting any text or data mining or web scraping in relation to the Cogo Services. This includes using (or permitting, authorising or attempting the use of):
       1. any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Cogo Services or any Cogo Content; or
       2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; or
    7. using a false e-mail address, pretending to be someone other than yourself, or otherwise misleading us.

18. You may not access the Cogo Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Cogo Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

How to register and access the Cogo Services

19. You must ensure that the details provided by you on registration or at any time are correct and complete. You agree to provide all information that we require at any time to manage compliance with applicable laws or for any other reasonable purposes.

20. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.

21. Your registration or access to the Cogo Services may be suspended, blocked, restricted or cancelled with immediate effect, and for any period of time, for any reasonable purposes, including if:

    1. you are, or are reasonably suspected to be, in breach these Terms and Conditions or otherwise using the Cogo Services in a manner reasonably deemed inappropriate;
    2. it is reasonably considered necessary to do so to protect the security of Cogo’s technology or services, your Cogo account or your linked (or any other) bank account, including if there is a risk of unauthorised or fraudulent activity;
    3. we are directed to do so by any third party service provider that provides us with Your Content;
    4. the operation of any Cogo services or technology is suspended, modified or withdrawn;
    5. access to Cogo’s technology or services is interrupted, for example to enable routine maintenance and administration work, because of malfunction of equipment or unavailability of internet connection; or
    6. required by law or other regulatory requirement.

22. You may cancel your registration at any time by informing us in writing to the address at the end of these Terms and Conditions. If you do so, you must immediately stop using the Cogo Services. Cancellation or suspension of your registration does not affect any statutory rights.

Password and security

23. When you register for the Cogo Services, you may be asked to create a password which you must keep confidential and not disclose or share with anyone.

24. If we have reason to believe that there is or is likely to be any misuse of the Cogo Services or breach of security, we may require you to change your password or suspend your account.

Third party products, services and websites

25. The Cogo Services may contain links to other products, services and websites. Unless expressly stated, these products, services and websites are not under the control of Cogo or that of our affiliates.

26. We are not responsible for examining or evaluating the products, services and websites of third-parties, and we do not warrant and will not have any liability or responsibility for any third-party products, services and websites. You acknowledge and agree that we provide access to such products, services and websites of third-parties “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of third-party products, services and websites.

27. You agree to review carefully any third party’s terms and conditions, policies and practices applicable to third party products, services and websites and make sure you understand them before you engage in any transaction.

28. Complaints, claims, concerns, or questions regarding third party products, services and websites should be directed to the third party.

29. We may also collect Your Content from third party service providers pursuant to your authorisations given to that third party. To the extent permitted by law, no third party service provider has any obligation, duty or liability to you under these Terms and Conditions or otherwise in connection with your Cogo Services, and you must not bring any claim under or in connection with these Terms and Conditions or otherwise in connection with your Cogo Services against a third party service provider.

Availability of the Cogo Services and disclaimers

30. You expressly agree that your use of, or inability to use, the Cogo Services is at your sole risk. Any online facilities, tools, services or information that Cogo makes available through Cogo Services is provided “as is” and on an “as available” basis. We give no warranty that the Cogo Services will be free of defects and/or faults. We do not warrant that the results that may be obtained from the Cogo Services will be accurate or reliable. We do not guarantee, represent or warrant that your use of the Cogo Services will be uninterrupted, timely, secure or error-free. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality, and disclaim all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. Cogo is under no obligation to update information on the Cogo Services.

31. Whilst Cogo uses reasonable endeavours to ensure that the Cogo Services are secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their personal details and their computers and mobile devices.

32. The Cogo Content is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the Cogo Content is at your own risk.

33. Cogo reserves the right to alter, suspend or discontinue any part (or the whole of) the Cogo Services including, but not limited to, any products and/or services available. We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of any product or service, or change of any price.

34. These Terms and Conditions shall continue to apply to any modified versions of the Cogo Services unless it is expressly stated otherwise.

Liability

35. You and us both agree and acknowledge that, for the purposes of the Consumer Guarantees Act 1993 (NZ) and section 5D of the Fair Trading Act 1986 (NZ): (a) the products and services being supplied to you under these Terms and Conditions are being supplied and acquired in trade and are not of a kind ordinarily acquired for personal, domestic or households use or consumption; (b) both parties to these Terms and Conditions are in trade; (c) to the maximum extent permitted by law, and as applicable, the parties are contracting out of the provisions of the Consumer Guarantees Act 1993 (NZ), the Contract and Commercial Law Act 2017 (NZ) and all terms implied by common law or custom and sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ); and (d) it is fair and reasonable to be bound by this clause.

36. Nothing in these Terms and Conditions will:

    1. limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable;
    2. limit or exclude our or your liability for fraud or fraudulent misrepresentation; or
    3. limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

37. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

38. To the maximum extent permitted by law, Cogo accepts no liability for any of the following:

    1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    2. loss or corruption of any data, database or software;
    3. any special, indirect or consequential loss or damage.

39. The limitation of Cogo’s liability above shall apply whether the damages arise from use or misuse of and reliance on the Cogo Services, from inability to use the Cogo Services, or from the interruption, suspension, or termination of the Cogo Services.

40. To the extent that Cogo or any of its subsidiaries, affiliates, officers, employees or agents is found liable for a claim of any kind arising as a result of, or related to, the Cogo Services, whether in contract, in tort (including negligence or strict liability), pursuant to any warranty not specifically disclaimed hereby (or the disclaimer of which is not permitted), or otherwise, damages shall be limited to monetary damages, and the aggregate amount thereof for all claims shall in no event exceed an amount equal to the payments received from you by Cogo for the most recent six (6) month period prior to such determination.

41. You agree to indemnify, defend and hold harmless Cogo or its subsidiaries, affiliates, officers, employees and agents, from any claim or demand, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your breach of any law or the infringement of the rights of, or any obligated owed to, a third-party.

Your comments, feedback and other submissions

42. If you send us any comment, feedback, submission, creative idea, suggestion, proposal, plan, or other material, by any means (Comments), you agree that we:
    1. may use any Comment for any purpose, without restriction; and
    2. are and shall be under no obligation to:
       1. maintain any Comment in confidence;
       2. pay compensation for any Comment; or
       3. respond to any Comment.

General

43. You may not transfer any of your rights under these Terms and Conditions to any other person. We may transfer our rights under these Terms and Conditions where we reasonably believe your rights will not be materially affected.

44. Cogo reserves the right at any time, or from time to time to update, revise, supplement or otherwise modify these Terms and Conditions and to impose new or additional terms. All updates, revisions, modifications and new rules will be effective immediately and incorporated into these Terms and Conditions. If the changes are significant or may materially impact upon your rights, we will provide a more prominent notice or contact you by other means (including, for certain services, email notification of Privacy Notice changes). Your continued access of the Cogo Services following the posting of any changes constitutes you agreeing to be bound by, and to be a party to, the modified Terms and Conditions. Where Cogo exercises its rights under this clause, you may cancel your subscription immediately pursuant to these Terms and Conditions. For clarity, you may simply cease using the Cogo Services at any time without the need to provide us with formal notice of cancellation (i.e. leave the account open but unused).

45. These Terms and Conditions together with the Privacy Notice contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the Terms and Conditions.

46. The Contracts (Privity) Act 1982 shall not apply to these Terms and Conditions and no third party will have any right to enforce or rely on any provision of these Terms and Conditions.

47. If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions will not be affected.

48. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

49. These Terms and Conditions shall be governed by and interpreted according to the laws of New Zealand and all disputes arising under these Terms and Conditions (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of New Zealand.

50. We may also, in the future, offer new services and/or features through the Cogo Services (including, the release of new tools and resources). Any new features or tools which are added to the Cogo Services shall also be subject to these Terms of Service.

Cogo details

51. Cogo Connecting Good Limited is a company incorporated in New Zealand (NZ Company Number 5957234) and Cogo NZ Limited is a company incorporated in New Zealand (NZ Company Number 8331781), both with registered offices at Level 3 NZX Centre, 11 Cable Street, Wellington Central, New Zealand and they operate the Cogo Services.

52. You can contact Cogo by email on hello@Cogo.co.