1. About these terms
These Terms of Service ("Terms") are a legal agreement between you and General Exporlations Limited, a company incorporated in New Zealand (New Zealand Business Number 9429053829672), whose registered office is at 29 Clare Road, Christchurch ("Arenius", "we", "us", "our").
They govern your access to and use of the Arenius carbon accounting and management platform (the "Service"), accessible at arenius.org.
By creating an account, or by accessing or using the Service, you agree to these Terms. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation.
If you do not agree to these Terms, do not use the Service.
2. Definitions
Service means the Arenius platform, including the website, application, integrations, and any related documentation and support.
Organisation means an organisation account you create in the Service, and the users associated with it.
Customer Data means all data you or your users submit to, or generate in, the Service, including your financial data, imported accounting data, and information about your contacts and counterparties.
Connected Service means a third-party service you choose to connect to the Service, such as Xero.
Emissions Outputs means the emissions estimates, calculations, reports, statements, and other outputs the Service generates from Customer Data.
3. Your account
You must provide accurate information when you register and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us promptly at ned@arenius.org if you believe your account has been accessed without authorisation.
You must be at least 18 years old to use the Service. The Service is for business use.
4. Organisations, teams, and roles
You may create an Organisation, invite team members, and assign them roles (such as owner, admin, editor, approver, or viewer). Each role carries different access and permissions within the Service. You are responsible for managing your team's access, for the actions of your users, and for ensuring your users comply with these Terms.
When you invite a person to your Organisation, you confirm you are entitled to provide their email address to us for that purpose.
5. Acceptable use
You agree that you will not, and will not permit any user to:
- use the Service in breach of any law or regulation;
- upload data you do not have the right to provide to us;
- attempt to gain unauthorised access to the Service, other organisations' data, or our systems;
- interfere with or disrupt the integrity or performance of the Service;
- reverse engineer, copy, or create derivative works of the Service, except to the extent this restriction is prohibited by law;
- resell or make the Service available to third parties except your own authorised users; or
- use the Service to build a competing product.
We may suspend access where we reasonably believe these rules have been breached.
6. Connected services
The Service can connect to third-party services such as Xero. When you connect a Connected Service, you authorise us to access and read data from it as needed to provide the Service, using read-only access where offered. Your use of any Connected Service is governed by that provider's own terms, and we are not responsible for Connected Services. You can disconnect a Connected Service at any time, and you may choose whether imported data is erased or retained when you do so.
7. AI assistance feature
The Service may include an in-app AI help assistant. If enabled, messages you send to the assistant are processed by our AI provider to generate a response, as described in our Privacy Policy. AI-generated responses may be inaccurate or incomplete, and you should not rely on them as professional advice. You remain responsible for verifying any information the assistant provides.
8. Customer Data and intellectual property
Your data. As between you and us, you own your Customer Data. You grant us a limited, non-exclusive licence to host, process, and use Customer Data solely to provide, maintain, secure, and improve the Service for you, and as otherwise permitted in our Privacy Policy.
Our platform. As between you and us, we own all rights in the Service, including its software, design, and content, and all improvements to it. Nothing in these Terms transfers any of those rights to you.
Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.
9. Data protection and processor obligations
We handle personal information in accordance with our Privacy Policy, which forms part of these Terms.
Where Customer Data includes personal information about your own contacts, counterparties, or other individuals, you are the controller of that information and we act as your processor. In that capacity we will:
- process that personal information only to provide the Service to you and on your reasonable instructions;
- apply appropriate security measures to protect it; and
- assist you, so far as reasonably practicable, in meeting your own obligations under applicable privacy law.
You are responsible for ensuring you have a lawful basis to provide that personal information to us.
10. Fees and billing
Plans and pricing. Paid features of the Service are offered on subscription plans, as set out in the Service. You agree to pay the fees for the plan you select.
Payment provider. Payments are processed by Stripe. When you subscribe, you are directed to Stripe's checkout, and your payment card details are provided to and handled by Stripe. We never receive or store your full card details. Your use of Stripe's payment services is also subject to Stripe's own terms.
Billing cycle. Subscriptions are billed in advance on a recurring basis. Depending on the plan, the billing cycle is monthly or annual, as shown at the time you subscribe. Subscriptions renew automatically at the end of each cycle at the then-current fees until cancelled.
Currency. Prices are shown in New Zealand dollars by default. You may select an alternative supported currency (currently US dollars, euros, or Australian dollars) where offered, or contact us about pricing.
GST and taxes. We are registered for GST in New Zealand. Prices are inclusive of GST and other applicable taxes unless stated otherwise. Tax is calculated at checkout, and any tax identification and billing address information you provide for that purpose is collected and held by Stripe.
Free trials. We may offer a free trial for some plans. Where a trial is offered, its terms are shown at sign-up. Unless we state otherwise, a payment card is not required to start a trial. If you do not subscribe by the end of a trial, paid features will no longer be available.
Changing plans. You can change your plan through the billing portal. If you upgrade during a billing cycle, the change takes effect immediately and the difference in fees is charged on a pro-rata basis. If you downgrade, the change takes effect and the lower fees apply from your next billing cycle, and no pro-rata credit is given for the current cycle.
Failed payments. If a payment fails, we allow a grace period of five business days, during which we may retry the charge. If payment is not successfully collected within that period, we may suspend or downgrade your access until payment is made.
Cancellation. You can cancel your subscription at any time through the billing portal. Cancellation takes effect at the end of your current paid period. Your paid access continues until that date, and you will not be charged for the following cycle.
Refunds. Fees are non-refundable, and we do not provide refunds or credits for partial billing periods, plan downgrades, or unused time, except where a refund is required by law.
Changes to fees. We may change our fees or plans on reasonable notice. A change will not affect the current paid period you have already been charged for and will apply from your next renewal.
11. Nature of Emissions Outputs (important)
Please read this section carefully, because it goes to the heart of what the Service does and does not do.
Estimates, not measurements. Emissions Outputs are estimates. They are generated from the financial and other data you provide and from emission factors applied by the Service. Spend-based and factor-based methods carry inherent limitations and margins of error, and the quality of an Emissions Output depends on the quality and completeness of the data you provide.
Not advice. The Service and its Emissions Outputs are tools to assist you. They are not financial, accounting, legal, environmental, assurance, or professional advice, and they are not a substitute for professional judgement or independent verification.
"Aligned with" is a design reference, not a certification. Where we describe the Service as aligned with a framework or methodology (for example the GHG Protocol, ISO 14064, or Ministry for the Environment guidance), we mean the Service is designed with reference to that framework. We do not represent that any Emissions Output is certified, audited, assured, or accepted under that framework.
"Toitū-ready" and similar phrases. Where we describe an output as "ready" for a particular certification or programme, we mean it is structured to help you prepare a submission to that programme. We do not represent that the output is certified by, accepted by, or endorsed by that programme.
Your responsibility. You are solely responsible for your own emissions reporting, disclosures, and regulatory compliance, and for reviewing and, where required, independently verifying or obtaining assurance over any Emissions Output before you rely on it or submit it to any third party, regulator, or certification body.
12. Availability
We aim to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted or error-free. The Service is provided on an "as available" basis. We may carry out maintenance, and we may modify, suspend, or discontinue features from time to time. Unless we have separately agreed a service level with you in writing, no uptime or availability commitment applies.
13. Warranties and consumer law
You acquire and use the Service in trade for business purposes.
To the maximum extent permitted by law, and except as expressly stated in these Terms, the Service is provided without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or accuracy of Emissions Outputs.
Consumer Guarantees Act 1993. You agree that the guarantees under the Consumer Guarantees Act 1993 do not apply to the supply of the Service, because you are acquiring the Service for the purposes of a business. You agree it is fair and reasonable that the Act not apply, and this constitutes an agreement to contract out of the Act under section 43(2).
Fair Trading Act 1986. To the extent that you and we are each in trade and it is fair and reasonable to do so, you agree to contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 under section 5D of that Act.
Nothing in these Terms excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified.
14. Limitation of liability
To the maximum extent permitted by law:
- neither party is liable to the other for any indirect, consequential, or special loss, or for any loss of profit, revenue, goodwill, anticipated savings, or data, however arising;
- we are not liable for any loss arising from your reliance on Emissions Outputs, from data you or a Connected Service provided that was inaccurate or incomplete, or from any Connected Service or third-party provider; and
- our total aggregate liability to you arising out of or in connection with the Service, whether in contract, tort (including negligence), or otherwise, is limited to the greater of the total fees you paid us for the Service in the twelve months before the event giving rise to the liability, or NZ$[100].
These limits apply to the fullest extent permitted by law and do not limit any liability that cannot lawfully be limited.
15. Indemnity
You agree to indemnify us against any loss, liability, or cost we reasonably incur arising from your breach of these Terms, your Customer Data, or your use of the Service in breach of any law or of any third party's rights.
16. Confidentiality
Each party may receive confidential information of the other. Each party agrees to keep the other's confidential information confidential and to use it only as needed to perform or receive the Service. This does not apply to information that is public through no breach, was already known, or is required to be disclosed by law.
17. Suspension and termination
You may stop using the Service and close your account at any time.
We may suspend or terminate your access if you materially breach these Terms and, where the breach can be remedied, do not remedy it within a reasonable time of us asking, or immediately where we are required to by law or where your use poses a security or legal risk.
On termination, your right to use the Service ends. We will make your Customer Data available for export for a reasonable period where practicable, after which we may delete it in accordance with our Privacy Policy. Sections that by their nature should survive termination will survive, including those on intellectual property, liability, indemnity, and confidentiality.
18. Changes to these terms
We may update these Terms from time to time. When we make material changes, we will update the effective date and, where appropriate, notify you through the Service or by email. Your continued use of the Service after a change takes effect means you accept the updated Terms.
19. General
Governing law. These Terms are governed by New Zealand law, and the courts of New Zealand have exclusive jurisdiction, with proceedings to be heard in Christchurch, New Zealand.
Assignment. You may not assign these Terms without our consent. We may assign them in connection with a restructure or sale of our business.
Entire agreement. These Terms, together with our Privacy Policy, are the entire agreement between us about the Service and replace any earlier agreement about it.
Severability. If any part of these Terms is found to be unenforceable, the rest continues to apply.
No waiver. A failure to enforce a right is not a waiver of it.
Notices. We may give notices through the Service or to the email address on your account. You can contact us at ned@arenius.org.
20. Contact us
General Exporlations Limited 29 Clare Road, Christchurch ned@arenius.org