Greenprint
Terms and Conditions for participation
These terms apply to all companies that wish to participate in the programme. Agreement to the terms and conditions will be contained in a letter signed by the Sustainable Capital Company and the participating company.
Background
A Those participating in the programme have agreed to:
(i) establish a sustainability policy;
(ii) implement a sustainability action plan to reduce your environmental impact; and
(iii) as part of that plan, to contribute payments to a Wellington regional offset to compensate for your environmental impact;
B SCC has established a locally based environmental offset programme, under the name Greenprint, for use by businesses located in the Wellington Region area;
C The Trust has been established to receive money from offsets and to approve project that will use the resulting money to invest in offsetting activity in the Wellington Region.
The Obligations of participants in the programme
1. When a company joins the Programme it will:
1.1 join: become a member of the Programme;
1.2 pay initial fee, subscription: pay the establishment fee and initial annual subscription for the Programme as set out below; and
1.3 pay renewal subscriptions: if the company wishes to continue as a member after the end of the first year it should pay the annual renewal subscriptions for the Programme.
2. Sustainability Action Plan: Participating companies will:
2.1 records: keep full and accurate records of:
(a) all travel (including by air and by road);
(b) all electricity, gas and fuel; and
(c) all other sources of carbon emissions included in the measurement of Your environmental impact;
used or consumed by the company, its employees and its contractors in the course or for the purposes of its operations;
2.2 sustainability action plan: establish, update, revise and implement a sustainability action plan (“SAP”) in accordance with the requirements set out below;
2.3 adhere to SAP: use the company’s best endeavours to adhere to their SAP;
2.4 measure, record: Monitor measure and keep full and accurate records of:
(a) the company’s actual environmental impacts;
(b) the targets set in their current SAP;
(c) the level of offset contributed and the dates of these contributions;
(d) all variations between the target and the actual performance and the reasons for each variation; and
2.5 report: provide a report to SCC within 20 working days after the end of each six months setting out the data listed in section 2.4 for that six month period.
3. Pay for Offsets: Participating companies will
3.1 make payment for offsets: make the agreed payment for offsetting to the Trust;
3.2 adhere to the price for the offset: pay the Trust for the offsets purchased at the current market price set by SCC that is effective on the date on which the purchase contract is entered into and reviewed every six months.
4. Programme Logo: Participating companies will:
4.1 style guide: use the Programme logo in accordance with SCC’s rules and style guide for the logo; and
4.2 cease use: on termination of membership in the Programme, companies will cease using the Programme logo in, and remove all references to the Programme from, its advertising and publicity material and signage.
5. Website: Participating companies will:
5.1 material provided: ensure that the material provided for their entry on the Programme website is at all times complete, accurate and current and will provide SCC with updated material as and whenever necessary for that purpose;
5.2 remove material, links: on termination of a company’s membership in the Programme, remove from their website all links to the Programme website operated by SCC.
SCC’s Obligations
6. Provide advice: SCC will arrange and provide facilities, advice, procedures and systems for the businesses which join the Programme, to:
6.1. measure environmental impact: measure their environmental impact in accordance with the its chosen calculator;
6.2 produce SAP: produce a sustainability policy and a SAP (on the basis that one is not already in place) to reduce their environmental impact, including the level of offsets to be bought to compensate for the remaining environmental impacts; and
7. Administer Programme: SCC will administer the Programme and for that purpose will:
7.1 collect publicise results: collect, collate and publicise periodically the results reported by Programme member businesses as to the level of their environmental impacts and offset activity;
7.2 registry: provide a registry which will record in publicly searchable form the level of offsets paid for by, and allocated to, each Programme member business.
8. Website etc: SCC will provide and operate a website, and use other media, to promote and publicise the Programme including:
8.1 list Programme members, achievements: a list of businesses which are members of the Programme and the level of achievement attained by each Programme member in reducing and/or offsetting its environmental impacts;
8.2 list approved offset projects: a list of the offset projects that have been approved by the Trust;
8.3 access, information to verify programme activity: provide access for the members of the public to check and verify claims made by Programme members; and
8.4 links: links between the SCC website and the websites operated by:
(a) businesses which are members of the Programme; and
(b) the offset projects approved by the Trust (if in place).
The Trust’s Obligations
9. Projects: The Trust will establish a portfolio of offset projects in the Wellington region.
10. Project Report, Agreement: The Trust will ensure that it has a current project agreement for each offset project;
11. Application of funds: The Trust will apply all funds paid by participating companies to invest in offsets projects and programme administration.
12. Local use: The Trust will ensure that all funds paid by members are invested in offset activity (after meeting administration costs that can not exceed 10% of any contribution) in the Wellington region.
13. Attributes of Offsets paid for: The Trust will ensure that:
13.1 register: all offsets made are recorded on the register provided by SCC; and
13.2 not double counted: its project agreements with offset projects will include enforceable contractual undertakings that they will not:
(a) sell or make available to others the offsets that members have contributed to;
(b) use or count the offsets made to offset its own environmental impacts.
ANNEX 1
Provisions as to Programme Membership
1 Establishment fee: At the time when of joining (or rejoin) the Programme companies will pay the establishment fee to SCC. The initial establishment fees are:
1.1 small business: $150 for a business with 10 or fewer staff (including employees and full time contracted staff); and
1.2 other business: $200 for all other businesses.
SCC reserves the right to review, and vary, the establishment fee from time to time and the varied fees will apply for businesses which join the Programme after the time when the variation takes effect.
2. Annual subscription – first year: The annual subscription for Programme membership for the first year is included in the establishment fee.
3. Membership year: Your membership year will be the annual period running from the date on which a companies joins (or rejoins) the Programme.
4. Annual subscription – subsequent years: For each year after the first year the annual subscription for Programme membership is:
4.1 small business: $125 per year for businesses with 10 or fewer staff (including employees and full time contracted staff); and
4.2 other business: $175 per year for all other businesses.
SCC reserves the right to review, and vary, the annual subscription from time to time and the varied annual subscription will apply for membership years beginning after the variation takes effect.
5. Privileges attaching to membership: For as long a company is a member of the Programme they are entitled to:
5.1 make offsets payments: pay for and buy offsets from the Trust;
5.2 use logo: use and display the Programme logo in company advertising, publicity and website;
5.3 website listing: be listed on the website operated by SCC for the Programme together with data showing the level of achievement attained by the company in reducing and/or offsetting their environmental impacts; and
5.4 events: lead, participate in and attend seminars, social activities and other events relating to the Programme arranged or sponsored by SCC.
6. Termination of Membership: Membership of the Programme will terminate:
6.1 non renewal: on the last day of the membership year for which the company has most recently paid the annual subscription unless they have renewed their membership in accordance with section 5 for the following year.
6.2 breach: on notice from SCC if the company has breached their Agreement and have not remedied the breach within 10 working days after receiving notice from SCC requiring remedy of the breach.
6.3 winding up, dissolution: if the company is dissolved or their legal existence is otherwise brought to an end.
6.4 ceasing, changing operations: if:
(a) The company ceases to carry on or operate the business; or
(b) The size, scale, content or scope of the business operations changes such that the current SAP ceases to be fairly applicable to the changed business.
ANNEX 2
Provisions as to Sustainability Plan (“SAP”)
1. Initial Baseline Assessment: Within 30 working days after joining the Programme the participant and SCC will:
1.1 measure the company’s environmental impact in accordance with SCC carbon calculator developed the by the Cawthron Institute; and
1.2 produce a baseline assessment of the company’s environmental impact.
2 Update, Revise Assessment: Within 30 working days after each renewal of membership, the company and SCC will review the baseline assessment of environmental impact to take account of changes in the business operations, changes in the forms of energy and sources of carbon emissions used in the business and changes in technology applicable to the business and produce an update of the most recent previous baseline assessment.
ANNEX 3
General Terms and Conditions
Confidential Information
1. If the participant or the SCC (“Disclosing Party”) discloses confidential and/or proprietary information in the course of, or for the purposes of, this Agreement to any other party (“Receiving Party”), the Receiving Party:
1.1 acknowledges that the confidential information is confidential, proprietary and is and remains the property of the Disclosing Party;
1.2 acknowledges that it is receiving the confidential information in strict confidence
1.3 will keep the confidential information secret and confidential;
1.4 will not sell, publish or otherwise disclose the confidential information to any other person in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without the Disclosing Party's prior written consent, except as provided in section 2 below.
2. The Receiving Party may disclose the confidential information without the Disclosing Party's prior written consent only where and to the extent that such information:
2.1 are already in the possession of or known to the Receiving Party prior to the date of its disclosure;
2.2 is already public knowledge or becomes available to the public other than through the act or omission of the Receiving Party or of any other person to whom confidential information has been disclosed pursuant to this Agreement;
2.3 is required to be disclosed under applicable law, by a governmental order, decree, regulation or rule or by an order of a Court or a tribunal (provided that the Receiving Party shall have given written notice to the Disclosing Party prior to such disclosure); or
2.4 is acquired independently from a third party which, at the time the information was acquired by the Receiving Party, represented that it had the right to disseminate such information
Force Majeure
3. The term “Force Majeure Circumstance” means an act of God, or a cause or circumstance of a similar nature, affecting a party in the performance or intended performance of this Agreement that is:
3.1 beyond the control of the party affected by it;
3.2 such that the party affected by it could not reasonably have been expected to foresee it and guard against or prevent it.
4. If any party (“the affected party”) is not able to perform any of its obligations under this Agreement, except an obligation to pay money, as the result of a Force Majeure Circumstance:
4.1 the affected party’s obligation to perform those obligations under this Agreement will be suspended; and
4.2 the affected party will not be responsible for any consequential failure or delay in performing those obligations;
Liability, Indemnity
5. No party will be liable to any other party for loss of profits or for consequential or indirect loss suffered by that other party.
6. If a party breaches the Agreement, the party in breach will indemnify and hold harmless each other party:
6.1 for all expenses, losses, and costs arising from or as a result of the breach (including legal costs incurred by that other party arising from or as a result of the breach); and
6.2 from and against all claims, demands, actions and proceedings made or brought against that other party arising from, or as a result of, the breach (including the legal costs thereof incurred by that other party).
7. The Trust’s liability to the other parties for breach of this Agreement will be limited to an amount in dollars equal to the purchase price of the carbon offsets purchased by the company under this Agreement in the calendar year in which the breach occurred.
8. SCC’s liability to the other parties for breach of this Agreement will be limited to an amount in dollars equal to the amount of administration costs incurred by SCC in administering this Agreement in the calendar year in which the breach occurred.
Relationship Management
9. Any dispute or difference between the parties in relation to or arising out of this Agreement shall be dealt with in accordance with this section 11.
9.1 The parties to the dispute will conscientiously endeavour to resolve the dispute or difference by discussion between them.
9.2 If the dispute or difference is not resolved within 30 days, it will be referred to mediation in accordance with the following procedure:
9.2.1 either party may begin mediation by giving notice to the other;
9.2.2 the mediator must be agreed by the parties or selected by the Chair of Lawyers Engaged in Dispute Resolution (“LEADR”) New Zealand Inc (or his or her nominee) if not agreed by the parties within 14 days after receipt of the mediation notice; and
9.2.3 the parties must sign a mediation agreement in the form approved by LEADR New Zealand Inc. or in such other form as they agree.
10.1 the expert determination shall be conducted expeditiously by an expert selected unanimously by the parties to the dispute.
10.2 if the parties to the dispute are unable to agree upon an expert within 10 working days then, upon the request of any of the parties to the dispute, the president for the time being of the New Zealand Law Society (or his or her nominee) shall appoint such expert.
10.3 the expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity.
10.4 the expert shall have a substantial technical, commercial and / or professional expertise and substantial practical experience in the subject matter of the dispute shall be independent of all parties to the dispute.
10.5 the expert shall be required to undertake to keep confidential all information coming to his or her knowledge by reason of the appointment and carrying it out.
10.6 the expert, once appointed, shall have no ex parte communications with any of the parties to the dispute concerning the expert determination or the underlying dispute.
10.7 all parties agree to cooperate fully in the expeditious conduct of the expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner.
10.8 before issuing his or her final decision, the expert shall issue a draft report and allow the parties to the dispute to comment on it.
10.9 The expert's decision shall be final and binding on the parties to the dispute. Unless otherwise agreed, the cost of such expert will be shared equally by all parties to the dispute.
11. A party shall not commence or maintain any action or proceedings in any Court, tribunal or otherwise in connection with a dispute in relation to or arising out of this Agreement unless the dispute or difference has first been referred to mediation under section 11 and has not been resolved, except where a party is seeking urgent interlocutoryrelief.
Assignment
12. The Agreement will not be capable of assignment by any party except:
12.1 with the consent of the other parties;
12.2 by the Trust to a person appointed to replace the Trust and to carry out the Trust’s functions under the Programme; or
12.3 by SCC to a person appointed to replace SCC and to carry out SCC’s functions under the Programme.
13. If the notice is sent or delivered in a manner provided by section xx it must be treated as given to the party to which it is addressed:
13.1 if delivered to a physical address, on actual delivery to that address;
13.2 if sent by airmail to a postal address, on the 2nd working day (at the address to which it is mailed) after mailing;
13.3 if sent by fax before 5pm on a working day at the place of receipt, on the day it is sent and otherwise on the next working day at the place of receipt; or
13.4 if sent by email, if the sender’s outbox confirms dispatch and if no notice of non delivery is received within in 25 hours after dispatch, on the next working day at the place of delivery after the date of dispatch.
Miscellaneous
14. No amendments, changes or modifications to this Agreement shall be valid except if they are in writing and signed by a duly authorised representative of each of the parties.
15. This Agreement does not, and is not intended to, create any relationship of employer and employee, principal and agent, or partnership between the parties or any tow of them.
16. This Agreement does not, and is not intended to, confer any legal rights on any person other than the parties.
17. A failure or delay by any party to exercise any right or power under the Agreement does not operate as a waiver of that right or power or preclude that party from exercising that right or power in the future.
18. This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the Courts of New Zealand and. any Court entitled to hear appeals there from