28 May 2025
Terms & Conditions
These Terms & Conditions (“Terms”) govern all access to, and use of, the OmniDisclose task‑pane add‑in, its associated web services, application programming interfaces (APIs), documentation, and any related materials (collectively, “OmniDisclose” or “Service”) provided by Project2100 Pty Ltd (ABN 44 676 038 583) (“Project2100”, “we”, “our”, “us”). By accessing or using OmniDisclose you (“you”, “Client”, “User”) agree to be bound by these Terms and our [Privacy Policy]. If you do not agree, you must not use the Service.
Scope of Service
Trial Tier – We offer a no‑charge trial limited to the Climate disclosure module, capped at ten (10) reports in total. Trial access is time‑boxed to the shorter of (a) 30 consecutive days or (b) creation of the 10th report.
Paid Subscription – Beyond the trial, continued use requires payment of the annual license fee set out in your Order or Master Services Agreement (“MSA”). Except where expressly stated in the MSA, annual fees are non‑cancellable and non‑refundable once invoiced.
Updates & Availability – We may modify features, release patches, or temporarily suspend the Service for maintenance. We will use reasonable efforts to give advance notice of material changes.
License & Intellectual Property
License Grant – Subject to payment of applicable fees and compliance with these Terms, Project2100 grants you a non‑exclusive, non‑transferable, revocable license during the Subscription Term to install and use OmniDisclose within Microsoft 365 for your internal business purposes.
Restrictions – You must not:
a) reverse engineer, decompile, or disassemble any component of OmniDisclose;
b) sublicense, sell, rent, lease, or otherwise make OmniDisclose available to any third party except Permitted Users;
c) remove proprietary notices or circumvent technical protections.IP Ownership – Project2100 retains all right, title, and interest in OmniDisclose, including all enhancements, derivative works, and feedback you provide. No rights are granted other than those expressly stated.
User Obligations
Permitted Users – You are responsible for all actions of users you invite or authorise.
Client Data – You warrant that you have lawful rights to provide all data, assumptions, and content uploaded to OmniDisclose (“Client Data”).
Security – You must keep credentials secure and notify us immediately of any unauthorised access.
Model Assumptions & Disclaimers
OmniDisclose performs calculations solely on the information and assumptions provided by the Client. Project2100 Pty Ltd and its employees have not audited, verified, or guaranteed the accuracy, completeness, or suitability of Client Data. The outputs are generated in accordance with the specifications set out in the MSA. Users must independently review and validate all assumptions, calculations, and outputs before relying on them. We accept no liability for decisions made in reliance on the outputs, or for incompatibility of the model with any IT environment outside our reasonable control. Except for obligations owed directly to the contracting Client, third‑party reliance is entirely at the third party’s own risk.
Confidentiality
Each party must keep confidential all non‑public information disclosed by the other that is marked or reasonably understood to be confidential, and use it only for the purpose of performing these Terms.
Privacy
Our collection, use, disclosure, and storage of personal information is governed by the Privacy Policy and the Australian Privacy Act 1988 (Cth).
Limited Warranty & Disclaimer
OmniDisclose is provided “as‑is” and, to the maximum extent permitted by law, we disclaim all warranties (express, implied, statutory, or otherwise) including merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Service will be uninterrupted or error‑free, or that it will meet your requirements.
Limitation of Liability
Exclusion – Project2100 is not liable for any indirect, special, incidental, or consequential loss, or loss of profits, revenue, data, or goodwill.
Cap – Our aggregate liability arising out of or related to these Terms is limited to the greater of (a) AUD $10,000 or (b) the fees actually paid by you to Project2100 in the 12 months preceding the claim.
Australian Consumer Law – Nothing in these Terms excludes any non‑excludable rights you may have under the Competition and Consumer Act 2010 (Cth); our liability for any such right is limited, at our option, to re‑supplying the Service or paying the cost of re‑supply.
Indemnity
You indemnify Project2100, its officers, and employees against all claims, damages, and costs arising from (a) your breach of these Terms, (b) Client Data, or (c) your unlawful or negligent use of the Service.
Termination
By You – You may terminate at any time by written notice; no refunds are provided for prepaid fees.
By Us – We may suspend or terminate your access immediately if you materially breach these Terms and fail to cure within 14 days of notice.
Effect – On termination, all licences end and you must cease using OmniDisclose. Clauses intended to survive (e.g., 3, 5, 6, 8–12) remain in effect.
Force Majeure
Neither party is liable for failure to perform caused by events beyond reasonable control (e.g., natural disasters, acts of government, cyber‑attacks).
Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.
Governing Law & Dispute Resolution
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales. Prior to litigation, the parties will attempt good‑faith negotiation for 30 days and, if unsuccessful, non‑binding mediation in Sydney.
Changes to Terms
We may update these Terms upon 30 days’ notice by posting the revised version with a new “Last updated” date. Continued use after the effective date constitutes acceptance.
Entire Agreement & Severability
These Terms, the MSA (if any), and referenced documents constitute the entire agreement. If any provision is unenforceable, the remaining provisions remain in full force.
Contact Us
If you have any questions about this Agreement, please contact us at michael.vamvakaris@project2100.com.