These Terms and Conditions (Terms) govern your membership of the Carbon Management Society (CMS) and your use of its Website and Content. 
On applying to be a Member of CMS, and paying the applicable Membership Fee, you agree to be bound by these Terms and the CMS Constitution.

1.    Definitions
Academic Organisation means an organisation, such as a public or private higher education institution, which awards academic degrees, or a non-profit research organisation whose main objectives include the pursuit of research or technological development.

Constitution means the CMS Constitution.

Content means all information, data, text, graphics, videos, audio, and other material available on the Website.

Government Entity means any intergovernmental organisation, or any federal, state, county, municipal, or local government, and any agency, branch, department, bureau, or authority (including quasi-governmental entities) established under such government.

Large Organisation means an organisation that exceeds the size of a Small or Medium-sized Enterprise (SME). CMS will deem an organisation to be large if its revenue is in excess of $100 million.

 

Login Credentials means all user logins, passwords, and other user identification used to access the Services.

 

Material Change means any amendment that substantially and detrimentally alters the financial obligations of the Member (e.g., a significant increase in the Membership Fee) or materially restricts the core Membership Services provided to the Member.

Member means a person or entity whose details are entered into the Register of Members.
Membership Criteria means the conditions or qualifications that must be met in order for a person or entity to be admitted as a Member of CMS, as set out at Schedule 1.

 

Membership Fee means the fee payable to become a Member of CMS.

 

Membership Services means the services provided by CMS under these Terms including the provision of exclusive online Content, Member activities and communications.

 

OECD Country means a member state of the Organisation for Economic Co-operation and Development (OECD), an intergovernmental organisation that works to stimulate economic progress and world trade.

Permitted User means an individual employee or officer designated by a Corporate or Institutional Member to access the Services on behalf of that Member.

Register of Members means the list of current Members maintained by CMS.

 

Services means the provision of the Website, the Content, and the Membership.

 

SME, as classified by CMS, means a business with an annual turnover of less than $100 million. 

 

Sponsoring Organisation means an entity which has agreed to provide a level of funds to CMS or other resources. 

Student means a person who is studying at an academic institution, such as a school, college, or university, in order to acquire knowledge or a qualification.

Website means the CMS website.

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2.    Membership 
2.1.    Classes of Membership: The classes of membership offered by CMS, together with the Membership Criteria are set out at Schedule 1.
2.2.    Effective Date: Membership is effective from the date the Member’s details are entered into the Register of Members by CMS.

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3.    Fees and Payment
3.1.    Membership Fees: Membership Fees for each membership class are published on our website. CMS reserves the right to increase the Membership Fee, such increase taking effect on the renewal of a membership (if applicable).  All fees are in Australian Dollars (AUD) and exclusive of GST, unless otherwise stated.
3.2.    Payment: Payment is required:
i)    at the time of application for all automatic admission classes; and
ii)    where CMS approval of the application is required, upon notification that the application has been accepted.
3.3.    Third Party Processor: CMS uses a third-party payment processor to handle payments. You must provide valid and current payment information, and you authorise us to charge the Membership Fees to your selected payment method.
3.4.    Wrong Membership Class: In the event a Member applies under the wrong Membership Class and is automatically accepted for membership, CMS reserves the right to suspend or cancel the Membership until the correct Membership Fee is paid. 
3.5.    Non-Refundable Fees: Membership Fees are non-refundable unless otherwise stated in these Terms.

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4.    Term and Renewal
4.1.    Term: Membership is valid for 12 months from the date of entry into the Register of Members, unless otherwise stated.
4.2.    Introductory Offer: Members who join before June 30, 2026 will receive an 18-month membership for the standard Membership Fee.
4.3.    Renewal: CMS will notify you approximately one month before the end of your Membership and provide you with an opportunity to renew at the applicable Membership Fee. If you do not renew your Membership, it will be terminated at the end of your Membership term.

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5.    CMS Services
CMS will provide the Membership Services to the Members. Some Services may only be provided to certain Membership Classes. 

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6.    Member Rights 
6.1.    Receipt of Services: Members are entitled to receive the CMS Services relevant to their Membership Class.
6.2.    Voting rights: Certain classes of Membership carry voting rights as set out in the CMS Constitution.

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7.    Code of Conduct and Standards
7.1.    Upholding Principles: Members agree to uphold the highest principles of integrity, respect, and scientific accuracy in all their activities related to the Membership and CMS. This includes, but isn't limited to, all online interactions, contributions, and representations made as a Member. Integrity requires honesty and transparency. Respect mandates courteous and professional interaction with other Members and CMS staff. Scientific accuracy necessitates basing statements and contributions on sound scientific evidence and best available knowledge.
7.2.    Prohibited Conduct and Consequences: Any conduct deemed by CMS to be detrimental to its reputation, its mission, or the collegial environment it seeks to foster is strictly prohibited. Such detrimental conduct includes, but isn't limited to:
•    Dissemination of unverified, misleading, or scientifically inaccurate information presented as fact.
•    Harassment, bullying, or discriminatory behavior toward other members or staff.
•    Violation of intellectual property rights.
•    Any illegal activity.
7.3.    Violation: Violation of this clause may result in disciplinary action, which can include, at the sole discretion of CMS, the immediate temporary suspension or permanent expulsion of the Member from the platform and termination of Membership, without refund of the Fee. CMS will provide notice of the alleged violation and an opportunity to respond before making a final determination on expulsion.

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8.    Member Guarantee
8.1.    CLG: Members acknowledge that CMS is a company limited by guarantee. On being granted Membership, and for a period of 12 months after the date their Membership ends, Members are required to guarantee payment of a maximum of AUD $10.00 to the Company in the event of its winding-up, in accordance with the Constitution. 
8.2.    This clause does not apply to Members in classes C1 to C4.

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9.    Use of CMS Name or Logo
Members may not use the CMS name, logo, or branding for commercial or promotional purposes without our prior written consent.

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10.    Promotional Use of Corporate and Institutional Member Marks 
10.1.    License to use Member Marks. By applying for, or renewing, a Corporate or Institutional Membership, the Member grants CMS a non-exclusive, royalty-free, worldwide, revocable license to use the Member’s name, trademark, and logo (Member Marks) during the Membership term. This license is granted solely for the purpose of identifying the Member as a member of CMS and for general marketing and promotional activities. Such use may include, but is not limited to, displaying the Member Marks on the CMS website, in member lists, presentations, and other digital or printed marketing materials.
10.2.    Revocation of license. The Member may revoke this license at any time by providing written notice to CMS. Upon receipt of such notice, CMS will cease any new use of the Member Marks and use reasonable efforts to remove them from its website and digital marketing materials in a timely manner.

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11.    Account Security and Access
11.1.    Confidentiality of Credentials: The Member agrees that all Login Credentials are confidential and personal to each Member or their designated Permitted User. The Member will ensure that they and their Permitted User do not disclose or transfer Login Credentials to any other person.
11.2.    Notification of Breach: The Member must notify CMS immediately of any unauthorised use of any Login Credentials or any other security breach regarding the Services that comes to the Member’s attention.
11.3.    Disabling Credentials: Without prejudice to any other right or remedy, CMS may disable any Login Credentials at any time if, in our reasonable opinion, the Member or a Permitted User has failed to comply with these Terms.
11.4.    Service Maintenance: CMS reserves the right to temporarily suspend the Services (in whole or in part) for maintenance or upgrades. We will use reasonable endeavours to perform such work during periods of low demand and to minimise the period of suspension.

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12.    Permitted Use of Services and Content
12.1.     Intellectual Property: All Content on the Website is the exclusive property of CMS or is used with permission. All intellectual property rights in the Content are owned by or licensed to us.
12.2.    Grant of Licence: CMS grants you a limited, non-exclusive, non-transferable licence for the duration of your Membership. Members and their Permitted Users may, strictly and solely for their internal purposes:
i)    Access and use the Services;
ii)    Access the Content via the Website; and
iii)    Download, print, and/or store a reasonable number of copies of Content.
12.3.    Restrictions on Use: The Member warrants and represents that it will not (and will procure that its Permitted Users will not):
i)    Reproduce, transmit, display, copy, distribute, or commercially exploit the Services or Content except as expressly permitted in these Terms;
ii)    Use the Services or Content for any external purpose whatsoever;
iii)    Resell, sub-license, rent, lease, transfer, or attempt to assign any rights in the Services or Content to any other person;
iv)    Modify or alter the Services or Content; or
v)    Allow any person other than the Member or their designated Permitted Users to use or gain access to the Services or Content.

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13.    Australian Consumer Law (ACL) Guarantees
13.1.    Applicability of Guarantees. This Clause 13 applies exclusively to Members who are defined as a 'consumer' or a 'small business' under the Australian Consumer Law (ACL), which is contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth). If you do not meet these definitions, the statutory guarantees outlined in this clause do not apply to your Membership.
13.2.    Consumer and Small Business Rights: Our Services come with guarantees that cannot be excluded under the ACL.
•    Major Failure: For major failures with the Service, you are entitled to cancel your Membership with us and to a refund for the unused portion, or to compensation for the Service's reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
•    Non-Major Failure: If the failure does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the unused portion of the Service.
13.3.    Statutory Rights Are Unaffected: Nothing in these Terms is intended to exclude, restrict, or modify any statutory rights or remedies that you may have as a consumer or small business under the Australian Consumer Law.

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14.     Disclaimers, Liability and Indemnity
14.1.    Disclaimer of Content: The Content is provided on an "as is" and "as available" basis. CMS does not make any representations, express or implied, with respect to the accuracy, reliability, completeness, timeliness, or performance of the Services, and / or the Content made available on the Website for any particular purpose. You acknowledge and agree that your use of the Services and the Content is at your sole risk. To the fullest extent permitted by law, we exclude all liability for any errors, inaccuracies, or omissions in the Content.

14.2.    Limitation of Liability: To the maximum extent permitted by law, including the Australian Consumer Law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising from your use of the Services or Website.

14.3.    Indemnity: You agree to fully indemnify and hold harmless CMS (including its directors, officers, employees, agents, and representatives) from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable legal fees) arising from or in relation to:
i)    Your use or misuse of the Website or Services;
ii)    Your breach of any of the provisions of these Terms;
iii)    Your infringement of any of our intellectual property rights or the intellectual property rights of a third-party; or
iv)    Any third-party claims against us arising from the events listed in i), ii) or iii).

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15.    Privacy and Data Protection
15.1.    Collection and use of data: CMS collects personal and organisational data for the purposes of providing the Services, membership administration and in order to communicate with you in relation to the Services and your Membership. This information is stored securely and will not be disclosed to third parties except where required by law or with your explicit consent.
15.2.    In addition to our obligations under the Australian Privacy Act 1988 (Cth), we are committed to complying with the General Data Protection Regulation (GDPR) for our members located in the European Union (EU). We will ensure that personal data is processed lawfully, fairly, and transparently, and we will uphold the data rights of EU residents. For full details, please review our Privacy Policy. 

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16.    GST
16.1.    Definitions: In this clause:
i)    GST means the goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related legislation imposing such tax.
ii)    Taxable Supply has the meaning given to it in the GST Act.
iii)    Tax Invoice has the meaning given to it in the GST Act.
Unless expressly stated otherwise, all amounts payable or consideration to be provided under these Terms are exclusive of GST.
16.2.    Payment of GST: If a Party (Supplier) makes a Taxable Supply under or in connection with this Agreement to another Party (Recipient), the Recipient must pay to the Supplier an additional amount equal to the GST payable on that Taxable Supply (GST Amount).
16.3.    Timing of Payment and Tax Invoice: The Recipient must pay the GST Amount at the same time and in the same manner as the exclusive amount of the consideration for the Taxable Supply is payable, provided that the Supplier has issued a valid Tax Invoice to the Recipient.

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17.    Termination
17.1.    Termination by Member: A Member may terminate their Membership by providing written notice to CMS at the following address secretary@carbonmanagementsociety.org.  Subject to clause 13, no portion of paid Membership Fees will be refunded.
17.2.    Termination due to Member violation: CMS may terminate a Membership in the event of a Member violation as set out at clause 7.3
17.3.    Termination due to Insolvency: A Membership will be terminated in the event that either the Member or CMS suffers an Insolvency Event.

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18.    Amendments and Updates to Terms
18.1.    Right to Amend CMS reserves the right to amend, update, or modify these Terms and (including the Membership Fee and Membership Criteria) from time to time by publishing the revised terms on the Website.
18.2.    Publication and Effect
18.2.1.    General Amendments: Any non-material amendment will take effect immediately upon the publication of the updated Terms on the Website. Continued use of the Services or the Website after the date of publication constitutes your acceptance of the new Terms.
18.2.2.    Material Amendments: In the event CMS makes a Material Change to these Terms, CMS will notify Members of the change by providing at least thirty (30) days’ written notice (which may be by email or an announcement on the Website homepage).
18.3.    Member's Right to Terminate on Material Change: If a Member does not agree to a Material Change to these Terms, the Member's sole remedy is to terminate their Membership by providing written notice to CMS within the 30-day notice period. If the Member terminates under this clause, the termination will take effect on the date the Material Change would have come into force.
18.4.    CMS will refund the pro-rata portion of any Membership Fee paid by the Member corresponding to the unused portion of the current Membership term.

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19.    General Provisions
19.1.     Governing Law: These Terms are governed by the laws of the State of Victoria and the Commonwealth of Australia. Members submit to the non-exclusive jurisdiction of the courts of Victoria.
19.2.    Entire Agreement: These Terms, together with our Privacy Policy and the CMS Constitution constitute the entire agreement between you and us regarding your use of the Services and Membership.
19.3.    Acknowledgment: By submitting a membership application and paying the Membership Fee, you confirm that you have:
i)     read and understand the CMS Founding Principles, and
ii)    read, understand and agree to abide by these Terms and the CMS Constitution.