Terms & Conditions

Terms & Conditions for TEM Online carbon offset platform

Effective as of 20 June 2025

1. Introduction

   1. These Terms and Conditions (Terms) govern the conditions upon which you (Buyer) may access and use the Tasman Environmental Markets Australia Pty Ltd (TEM) Online carbon offset platform and any related assets, software or websites (Platform) to submit orders to purchase a specified quantity of Environmental Products at the price listed on the Platform (Order).

   2. TEM has created the Platform to provide a venue for Buyers to find and learn about Environmental Products, and to place Orders to purchase Environmental Products, from select projects located around the world.

   3. These Terms constitute a legally binding contract between the Buyer and TEM, which the Buyer:

      1. expressly accepts by electronically signing these Terms—which occurs when the Buyer clicks any prompt on the Platform which reads “I have fully read, understand, and agree to be bound by these Terms and Conditions”; or

      2. is deemed to accept by engaging in any of the following conduct:

         1. accessing or using the Platform;

         2. creating a Buyer user account on the Platform (Account);

         3. placing an Order; or

         4. otherwise purchasing any Environmental Products.

   4. The Buyer acknowledges and agrees that these Terms may be updated by TEM from time to time. TEM will make any updated Terms available on the Platform and may send a notice of any such updates to the email address specified on the Account of the Buyer. If the Terms have been updated, the Buyer will be prompted to accept the updated Terms in the manner described in clause 1.3(1) when placing an Order for Environmental Products.

   5. These Terms take effect and apply on and from the effective date specified at the top of these Terms.

2. Orders

   1. Buyers with an Account may use the Platform to place Orders for a specified quantity of Environmental Products at the price listed on the Platform (Price).

   2. Upon receipt of an Order, TEM may accept the Order by issuing the Buyer an invoice for the quantity of Environmental Products specified in the Order at the Price (Invoice).

   3. If TEM provides an Invoice to the Buyer, TEM will do so by one or more of the following, at TEM’s sole discretion:

      1. making the Invoice accessible for viewing from the Buyer’s Account; or

      2. sending the Invoice to an email address specified on the Buyer’s Account.

   4. TEM reserves the right to accept or reject any Order, in whole or in part, in its sole and absolute discretion.

   5. Subject to clause 2.6, once TEM accepts an Order, TEM will reserve the relevant Environmental Products on the Platform so that they cannot be purchased or Retired by any other party.

   6. If TEM has accepted an Order and:

      1. some or all of the Environmental Products are simultaneously reserved, or are otherwise out of stock, such that they are no longer available to be Retired by TEM in favour of the Buyer, TEM will cancel or vary the Order to the extent necessary; and

      2. the Buyer fails to pay the Invoice by the time specified in clause 3.1, the Order may be cancelled by TEM.

   7. For the avoidance of doubt, TEM will notify the Buyer in writing if any Order is varied or cancelled after acceptance.

   8. If an Order is cancelled or varied by TEM, TEM shall not be liable to the Buyer for any direct or indirect damage or loss (including consequential loss) the Buyer may suffer in connection with the cancellation, deferral or variation of the Order.

   9. The Buyer may not cancel or vary any Order accepted by TEM without TEM’s prior written consent.

3. Payment

   1. The Buyer shall pay each Invoice issued by TEM within three (3) Business Days of receipt.

   2. Each Invoice shall be paid by direct electronic transfer into TEM’s bank account, as specified on the Invoice. Payment occurs when the amount is credited to TEM’s bank account as fully cleared funds.

   3. Where the total price of an Order is less than AU$5,000, TEM may (but is not obliged to) allow the Buyer to pay the Invoice with a credit card via Stripe or any other payment service nominated in writing by TEM from time to time.

   4. Any payments made by the Buyer pursuant to these Terms or any Invoice must be in Australian dollars. The parties further agree that:

      1. if any payment is made to TEM in another currency, TEM may accept or reject the payment in its sole discretion and, if accepted, may charge the Buyer such administrative and currency‑exchange fees as are required to convert the currency into Australian dollars or are otherwise reasonable;

      2. if any currency‑conversion process results in a shortfall, the Buyer will immediately pay the outstanding balance; and

      3. if any currency‑conversion process results in an excess, TEM will refund the excess to the Buyer (less any charges or fees referred to in clause 3.4(1)).

   5. The Buyer acknowledges and agrees that TEM is not obliged to Retire Environmental Products pursuant to any Order unless and until payment of the relevant Invoice is received in full.

4. Retirement

   1. Where applicable, once an Order is accepted and the Invoice is paid in accordance with clause 3, the Environmental Products purchased by the Buyer will be Retired by TEM on the Registry in accordance with the Scheme Rules and the Registry Rules as follows:

      1. TEM will publicly Retire the Environmental Products in the Registry so that they are not available for purchase by any other buyer, and using any specified text provided by the Buyer, provided that such text complies with the Scheme Rules and Registry Rules; and

      2. within ten (10) Business Days after receipt of payment, TEM will issue a certificate of Retirement (Certificate) to the Buyer detailing the Environmental Products Retired on the Buyer’s behalf.

5. Refunds

   1. To the maximum extent permitted by law, Environmental Products purchased by Buyers and Retired by TEM in accordance with clause 4 cannot be recirculated or resold and are therefore non‑refundable.

6. TEM Warranties

   1. TEM warrants that, at the time of acceptance of the Order and at the time of Retirement under clause 4, the Environmental Products:

      1. have been created, and will be Retired, in accordance with the Scheme Rules and Registry Rules;

      2. are owned by TEM with full legal and beneficial title; and

      3. are free and clear of any security interest, claim, lien or encumbrance of any kind.

   2. Notwithstanding anything to the contrary in these Terms:

      1. TEM does not warrant or represent that the Buyer’s use of the Platform will be uninterrupted or error‑free;

      2. to the maximum extent permitted by law, TEM makes no representation or warranty and provides no guarantee in respect of:

         1. the suitability of the Environmental Products for any Claims; or

         2. the eligibility of the Environmental Products for any purpose whatsoever, including any emissions‑trading, emissions‑reduction or offsetting schemes;

      3. TEM does not make any specific promises or undertake any responsibility or liability in relation to:

         1. the availability of Environmental Products on the Platform;

         2. the reliability, capability or qualifications of any project or certification body listed on the Platform;

         3. information and assessments received in good faith from third parties and displayed on the Platform or elsewhere by TEM; or

         4. the Buyer’s ability to make Claims in relation to, or otherwise use, the Environmental Products.

7. Buyer Warranties

   1. By placing an Order, the Buyer warrants and represents that:

      1. they have read the relevant project listing, including its description, and the specifications of the Environmental Products before submitting the Order;

      2. all information they provide under these Terms is true, accurate, complete and up‑to‑date in every material respect (including whether they are a wholesale or retail client);

      3. if a natural person—they are 18 years of age or older and legally capable of transacting with TEM in accordance with these Terms;

      4. if a body corporate—they are duly incorporated and authorised to transact with TEM in accordance with these Terms;

      5. they will comply with all Applicable Laws and any other terms, conditions, policies and guidelines notified by TEM in writing;

      6. given that Environmental Products cease to exist once Retired, they understand that they cannot (and will not attempt to) sell, resupply, assign or transfer any Environmental Products purchased, or any benefits associated with them, to any third party; and

      7. the Buyer takes full responsibility and, subject to clause 16, all liability in relation to any Claims made in relation to, or any other use of, the Environmental Products.

8. GST

   1. If a party (Supplier):

      1. is liable to pay goods and services tax (GST) on a supply made under these Terms;

      2. certifies to the party receiving the goods or services (Recipient) that it has not priced the supply to include GST; and

      3. issues a valid tax invoice to the Recipient,

      then the Recipient agrees to pay an additional amount equal to the consideration for the supply multiplied by the prevailing GST rate:

      1. if the tax invoice is issued prior to its due date, on the specified due date; or

      2. if issued on or after its due date, within 10 days after the invoice date.

   2. The Supplier agrees to issue a valid adjustment note within 7 days of becoming aware that the actual GST payable differs from the amount paid. Payment adjustments must then be made within two Business Days.

   3. Terms used in this clause 8 have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9. Withholding Tax

   1. If the Buyer is required by law to withhold tax from a payment to TEM because TEM has not quoted its ABN, the withholding and payment of that amount to the relevant taxing authority will discharge the Buyer’s obligation to pay that amount to TEM. If the Buyer pays an amount to TEM without withholding tax when required, TEM indemnifies the Buyer for any resulting loss.

10. Communications

    1. By accepting these Terms, the Buyer consents to receive communications from TEM, including transaction emails and marketing emails related to TEM’s products and services.

    2. The Buyer may unsubscribe from marketing communications at any time, but may still receive important administrative and transactional emails.

11. Privacy and Data Protection

    1. TEM takes the protection of personal data very seriously and is committed to providing a safe online experience.

    2. TEM may collect Buyers’ personal information in relation to these Terms. All personal information will be collected in accordance with TEM’s privacy policy (Privacy Policy).

    3. By creating an Account, using the Platform or otherwise acting under these Terms, the Buyer confirms they have read the Privacy Policy and consent to the collection, storage, use and disclosure of their personal information as described therein.

    4. The Buyer acknowledges that TEM may be required by law to conduct background checks from time to time and agrees to assist TEM in carrying out any such obligations.

12. Copyright

    1. Images, information and other assets related to each project listed on the Platform may only be used by the Buyer when referencing their purchase of Environmental Products through TEM. This right is personal and non‑transferable without TEM’s prior written consent.

    2. Any such reference must:

       1. credit TEM;

       2. be made within 12 months of the relevant Certificate; and

       3. not involve any project information or images being archived by a third party.

    3. Where references involve Arnhem Land Fire Abatement (ALFA) project assets, the Buyer must additionally:

       1. reference only the Buyer’s purchase of Environmental Products in respect of an ALFA project;

       2. credit both TEM and photographer David Hancock;

       3. make the reference within 12 months of the relevant Certificate; and

       4. not archive project information or images.

    4. Buyers are welcome to share information about their purchase of ALFA units, but each use— including text‑only—must receive written approval by TEM to ensure accurate and respectful representation.

13. Intellectual Property

    1. The names TEM, Tasman Environmental Markets, and any related marks or intellectual property are the property of TEM and may not be used without TEM’s prior written consent.

    2. TEM reserves the right to take action against any misuse or misappropriation of its Intellectual Property, including terminating Accounts, restricting access or taking legal action.

14. Termination

    1. Any material breach of these Terms by the Buyer (including fraud or supplying false or misleading information) may result in TEM:

       1. terminating the Buyer’s Account;

       2. restricting the Buyer’s access to the Platform (temporarily or permanently); and/or

       3. taking legal action against the Buyer.

15. Dispute Resolution

    1. If a dispute (Dispute) arises in connection with these Terms, a party must give the other party a notice identifying the nature of the Dispute (Dispute Notice).

    2. Within 10 Business Days of the Dispute Notice, representatives of each party must meet to try to resolve the Dispute in good faith.

    3. If unresolved after 20 Business Days, either party may refer the Dispute to the chief executive officers (or equivalent) of the parties.

    4. If still unresolved after a further 10 Business Days, either party may refer the Dispute to an expert (Expert) for determination.

       1. The Expert is appointed by mutual agreement or, failing that, by the Australian Commercial Disputes Centre.

       2. The parties may not commence court proceedings (other than for interlocutory relief) until the earlier of completion of mediation or 20 Business Days after referral to mediation.

       3. The Expert’s determination, in the absence of manifest bias or error, is final and binding.

       4. Unless the Expert determines otherwise, the parties share the Expert’s costs equally and bear their own costs.

16. Limitation of Liability

    1. To the maximum extent permitted by law, TEM excludes liability to the Buyer for direct or indirect damage or loss (including consequential loss) arising in relation to any conduct under these Terms, including fulfilment or non‑fulfilment of any Order.

    2. Where liability cannot be excluded, TEM’s maximum liability is limited to the lesser of:

       1. the Price; or

       2. the amount received by TEM in relation to the relevant Order.

17. Anti‑Bribery, Anti‑Corruption and Anti‑Money Laundering

    1. Neither TEM nor the Buyer (nor their directors, officers, employees or Associated Persons) have engaged in any conduct that would violate any Anti‑Corruption, Anti‑Money Laundering or sanctions laws.

    2. If any event occurs that is reasonably likely to constitute a breach of clause 17.1, the other party may suspend or terminate these Terms.

18. Governing Law

    1. These Terms are governed by the laws of New South Wales, Australia.

    2. Each party submits to the non‑exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

19. Assignment

    1. These Terms and any rights or obligations may not be assigned, licensed, sub‑licensed, novated or transferred without the other party’s prior written consent (not to be unreasonably withheld).

    2. Notwithstanding clause 19.1, a party may at any time assign or novate these Terms to a Related Body Corporate without consent.

20. Definitions

    In these Terms, unless the contrary intention appears, the following definitions apply:

    1. Anti‑Corruption and Anti‑Money Laundering Laws means Australia’s international sanctions, anti‑money‑laundering and anti‑bribery legislation, including the Charter of the United Nations Act 1945 (Cth), Autonomous Sanctions Act 2011 (Cth), Autonomous Sanctions Regulations 2011 (Cth), Anti‑Money Laundering and Counter Terrorism Financing Act 2006 (Cth), Proceeds of Crime Act 2002 (Cth) and the Criminal Code Act 1995 (Cth).

    2. Applicable Law means all binding laws, regulations, ordinances, rules, judgments and orders that apply to the Environmental Products, these Terms or a party.

    3. Associated Person means, in relation to a company, a person (including any employee, agent or subsidiary) who performs services for or on behalf of that company.

    4. Business Day means a day on which commercial banks and foreign‑exchange markets settle payments and are open for general business in New South Wales.

    5. Claim means any net‑zero, carbon‑neutral or similar claim made by the Buyer regarding the offsetting of emissions.

    6. Corporations Act means the Corporations Act 2001 (Cth).

    7. Environmental Products means the environmental products available for purchase on the Platform, as updated by TEM from time to time, and which may include Certified Emissions Reductions (CERs), Kyoto ACCUs (KACCUs), New Zealand Units (NZUs), Verified Emissions Reductions (VERs), Verified Carbon Units (VCUs) and Large‑Scale Generation Certificates (LGCs).

    8. Gold Standard means the framework maintained by the Gold Standard Foundation under which eligible projects may be accredited to receive VERs.

    9. Registry means an electronic database for holding, transferring, Retiring and cancelling Environmental Products.

    10. Registry Rules means any legislation, regulations, guidelines or procedures governing the operation of the Registry.

    11. Related Body Corporate has the meaning given in the Corporations Act.

    12. Retire, Retires, Retired and Retirement mean the permanent removal of Environmental Products from circulation in the Registry.

    13. Scheme Rules means, in relation to each unit type, the governing rules set out in the Kyoto Protocol, the Carbon Credits (Carbon Farming Initiative) Act 2011 (Cth), the Climate Change Response Act 2002 (NZ), the Gold Standard, the Verified Carbon Standard and the Renewable Energy (Electricity) Act 2000 (Cth), as applicable.

    14. UNFCCC means the United Nations Framework Convention on Climate Change.

    15. Verified Carbon Standard means the framework maintained by Verra for accreditation of eligible projects to receive VCUs.

You may download a PDF copy of the Terms and Conditions using the download link below.

TEM Online Terms and Conditions June 2025

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