Terms and Conditions

1. Definitions and Interpretation

In these Terms and Conditions:

“ACL”

means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“App”

means the CarPool application, related websites, software, interfaces, systems, content and services.

“APPs”

means the Australian Privacy Principles under the Privacy Act 1988 (Cth).

“Biometric Data”

means facial recognition data, fingerprint data, biometric templates, liveness checks, and other biometric identifiers or verification signals collected through the Platform.

“Company”, “we”, “us” or “our”

means Mendeleev Pty Ltd (ACN 696 756 162).

“Driver”

means a User offering a voluntary ride through the Platform.

“Enterprise Buyer”

means a business customer that purchases verified CO₂ reduction data, retired units, reports, certificates, records, or associated verification outputs from the Platform for ESG, sustainability, disclosure, internal reporting, stakeholder engagement, or similar non-regulated purposes.

“Passenger” or “Rider”

means a User accepting or participating in a voluntary ride through the Platform.

“Personal Information”

has the meaning given in the Privacy Act 1988 (Cth).

“Platform”

means the App and associated services operated by the Company.

“Public Transport Trip”

means a trip undertaken by a User using public transport and verified by the Platform through location, device, behavioural, biometric or other validation methods.

“Terms”

means these Terms and Conditions as amended from time to time.

“Trip”

means a carpooling trip or Public Transport Trip recorded, coordinated, measured, verified or otherwise processed through the Platform.

“User”

means any person accessing or using the Platform.

“Verified CO₂ Reduction”

means a quantified reduction in greenhouse gas emissions, expressed in kilograms or tonnes of CO₂ or CO₂-e, derived from the Company’s methodology using behavioural, trip, location and verification inputs, and sold strictly for ESG, reporting, educational, disclosure or analogous purposes and not as a regulated offset or carbon credit.

2. Acceptance and Variation of Terms

2.1 Acceptance of Terms: By accessing, downloading, registering for, or using the App, you:

• acknowledge that you have read and understood these Terms;
• agree to be legally bound by these Terms;
• warrant that you are at least 18 years of age; and
• acknowledge that you have the legal capacity to enter into these Terms.

2.2 If you do not agree to these Terms, you must immediately cease all use of the App and delete it from your device.

2.3 Variation of Terms: We reserve the right to modify, amend, or update these Terms at any time. Continued use of the App following any such changes constitutes acceptance of the revised Terms. We may notify Users of material changes by in-app notification, email, website notice, or other reasonable means.

2.4 Privacy Policy: Your use of the Platform is also subject to our Privacy Policy, which forms part of these Terms to the extent applicable.

3. Nature of Service – Not a Transport Provider

3.1 The App is a technology platform that:

• facilitates voluntary carpooling coordination between independent Users;
• tracks, measures and verifies behavioural and transport-related emissions reduction data;
• detects and verifies eligible Public Transport Trips and other lower-emission mobility behaviour;
• creates internal records or units representing Verified CO₂ Reduction;
• enables sale of Verified CO₂ Reduction, records, reports, certificates, or retired units to Enterprise Buyers for ESG and similar purposes; and
• provides verification outputs, including QR-code-based verification through carbo.com.au or associated Company systems.

3.2 We Are Not:

• a transport service provider, carrier, or common carrier;
• a taxi, hire car, rideshare, bus, tram, train, ferry or passenger transport operator;
• a party to any carpool arrangement or agreement between Users;
• an employer, principal, partner, joint venturer or agent of Drivers or Riders;
• a provider, arranger, broker, or facilitator of insurance;
• a financial services provider;
• an issuer of Australian Carbon Credit Units, regulated offsets, or any government-recognised compliance instrument; or
• a guarantor that any Verified CO₂ Reduction will be accepted by regulators, auditors, investors, rating agencies, customers, or any third party for any specific purpose.

3.3 No Money Exchange Between Driver and Rider: There is no exchange of money, fare, payment, commission, or other compensation between Drivers and Riders for transportation services through the App. Any payments made through or in connection with the Platform relate to the Company’s own products, services, reports, verification outputs, subscriptions, enterprise purchases, or other Company offerings, and not to a fare paid by one User to another User.

3.4 Independent Relationship: Users are independent individuals coordinating private arrangements. No employment, agency, partnership, franchise, or joint venture relationship exists between the Company and any User, or between Drivers and Riders by reason only of use of the Platform.

3.5 Regulatory Compliance Warning: Transport and ridesharing laws differ across Australian states and territories. You are solely responsible for ensuring that your use of the Platform complies with all applicable laws, licences, registrations, permits, road rules, and regulatory obligations.

3.6 No Legal Advice: We do not provide legal, regulatory, tax, insurance, accounting, audit, sustainability, or compliance advice. You must obtain your own advice where needed.

4. Australian Consumer Law – Mandatory Provisions

4.1 The ACL contains consumer guarantees that apply to the supply of goods and services. These guarantees cannot be excluded, restricted, or modified except to the extent permitted by law.

4.2 Limitation for Non-Excludable Guarantees: To the extent that the ACL or any other legislation implies guarantees or conditions that cannot be excluded, our liability for breach of such guarantees or conditions is limited, where permitted by law and at our option, to:

• in the case of services, supplying the services again or paying the cost of having the services supplied again; and
• in the case of goods, replacing or repairing the goods or paying the cost of replacement or repair.

4.3 Unfair Contract Terms: If any provision of these Terms is found to be void, unfair, or unenforceable, it will be severed and the remainder of these Terms will remain in force.

4.4 Risk Acknowledgment: Where these Terms require you to acknowledge risks, assume responsibility, or indemnify us, this does not operate to exclude or limit any right or remedy that cannot lawfully be excluded or limited.

5. Privacy and Personal Information Protection

5.1 We collect, use, disclose, store and process Personal Information in accordance with applicable Australian privacy law, including the Privacy Act 1988 (Cth), the APPs, and the Notifiable Data Breaches scheme.

5.2 Personal Information Collected: Depending on how you use the Platform, we may collect:

• identity and account information, including name, date of birth, photograph, profile information and government-issued ID details where required;
• contact information, including email, phone number and address;
• vehicle information, including registration number, make, model, year, colour and ownership or usage authority details;
• trip, route and mobility data, including origin, destination, timestamps, distance, occupancy patterns, and Public Transport Trip usage;
• device, network and technical information, including device ID, IP address, operating system, app version, session data and fraud signals;
• Biometric Data as described in Section 6;
• enterprise purchase, invoicing, payment, contract and verification data where applicable; and
• communications, support requests, reviews, complaints and moderation records.

5.3 Purpose of Collection: We collect and process Personal Information for purposes that may include:

• facilitating voluntary carpooling and trip coordination;
• verifying user identity, trip participation and completion;
• detecting and verifying Public Transport Trips and lower-emission behaviour;
• calculating, validating, recording and retiring Verified CO₂ Reduction;
• preventing fraud, spoofing, manipulation, abuse and unauthorised access;
• operating, securing, improving and supporting the Platform;
• administering enterprise sales, verification outputs, reports and QR verification;
• complying with legal obligations and responding to lawful requests; and
• research, analytics, quality assurance and dispute handling.

5.4 Disclosure of Personal Information: We may disclose Personal Information to service providers, professional advisers, enterprise customers in aggregated or pseudonymised form, law enforcement and regulators where required by law, and prospective acquirers or investors in connection with a corporate transaction.

5.5 Cross-Border Disclosure: Some service providers may be located overseas. You consent to overseas disclosure where permitted by law, subject to our taking reasonable steps where required.

5.6 Security: We use reasonable technical and organisational measures to protect Personal Information, including access controls, encryption, monitoring, and incident response processes. However, no method of storage or transmission is completely secure.

5.7 Privacy Rights: Subject to law, you may request access to and correction of your Personal Information, and may make privacy complaints to us or to the OAIC.

5.8 Privacy Contact: Privacy queries or complaints may be directed to our Privacy Officer using the contact details notified on the Platform or in our Privacy Policy.

6. Biometric Data Collection and Use

6.1 The Platform may collect and process Biometric Data, including facial recognition templates, liveness checks, fingerprint-based authentication, or similar biometric verification data.

6.2 Purposes of Biometric Collection: Biometric Data may be used to:

• verify that the registered User is the person using the account;
• confirm user presence at pickup, drop-off, trip commencement, trip completion, and other verification points;
• verify Public Transport Trip participation and anti-fraud checks;
• support calculation integrity for Verified CO₂ Reduction;
• detect account sharing, spoofing, fake trips, or location manipulation; and
• improve platform safety and security.

6.3 Explicit Informed Consent: By using the App, you provide explicit, informed and voluntary consent to the collection, use, storage and disclosure of your Biometric Data as described in these Terms and our Privacy Policy. Biometric verification is a mandatory condition of using core Platform functionality where we require it.

6.4 Refusal or Withdrawal: If you refuse or withdraw biometric consent, we may limit, suspend or terminate your access to some or all Platform functionality.

6.5 Storage and Retention: Where technically feasible, we aim to store biometric templates rather than raw images. Biometric Data may be retained for the duration reasonably required for operational, safety, fraud-prevention, legal and dispute purposes, subject to applicable law and our retention practices.

6.6 State-Based Laws: State and territory surveillance, workplace, transport or privacy laws may also apply. You are responsible for complying with any obligations that apply to you.

7. User Responsibilities and Assumption of Risk

7.1 You acknowledge that participation in any carpool or trip is entirely voluntary and at your own risk.

7.2 You Are Solely Responsible For:

• deciding whether to offer, accept, or participate in a Trip;
• assessing the safety, suitability and trustworthiness of other Users;
• verifying driver licences, vehicle registration, insurance and roadworthiness where relevant;
• your own conduct, safety, belongings and wellbeing;
• compliance with applicable laws, permits, road rules, transport laws and insurance requirements; and
• reporting unsafe conduct, fraud, incidents or suspicious activity to appropriate authorities where required.

7.3 Assumption of Inherent Risks: Carpooling and mobility participation involve risks, including motor vehicle accidents, injury, death, property damage, crime, harassment, roadworthiness issues, medical events, communicable disease, data inaccuracies, insurance gaps, and regulatory consequences. You voluntarily assume all such risks to the maximum extent permitted by law.

8. Vehicle Registration and Driver Requirements

8.1 If you offer rides as a Driver, you warrant that:

• you hold a current, valid and appropriate driver licence;
• you are authorised to use the vehicle for the relevant Trip;
• the vehicle is registered as required by law;
• the vehicle is in good working order, roadworthy, and complies with applicable legal requirements;
• you will not offer more seats than are lawfully and safely available;
• each offered seat has a usable seatbelt where legally required;
• you are fit to drive and not impaired; and
• you will make Trips substantially as described through the Platform, subject to reasonable changes.

8.2 No Company Inspection Obligation: We may request information or documents, but we do not undertake to inspect, certify, or guarantee any vehicle, licence, or User.

9. Insurance Requirements and Limitations

9.1 If you are a Driver, you are solely responsible for maintaining all insurance required by law and any additional insurance you consider appropriate.

9.2 Insurance Warning: Many insurance policies exclude, restrict, or qualify coverage for passengers, ridesharing, cost-sharing, or platform use. You must check your policy directly with your insurer.

9.3 No Insurance by Platform: The Company does not provide, procure, arrange, verify, or guarantee insurance coverage for any User or Trip.

9.4 Rider Acknowledgment: If you are a Rider, you acknowledge that we do not guarantee that Drivers have valid or adequate insurance and that you participate at your own risk.

10. Limitation of Liability – Accidents, Injuries and User Conduct

10.1 To the maximum extent permitted by law, we are not liable for:

• acts, omissions, conduct, negligence, misrepresentations or breaches by Users;
• accidents, collisions, injuries, death, property damage, emotional distress, loss of income or other loss arising before, during or after any Trip;
• vehicle condition, driver competence, rider conduct, punctuality, route deviations, cancellations, or non-attendance;
• fraud, spoofing, unauthorised account use, data manipulation, or inaccurate inputs supplied by Users; or
• any decision by you or another person to rely on Platform information, verification outputs, or user-generated content.

10.2 Indemnity: You agree to indemnify, defend and hold harmless the Company and its officers, employees, contractors and agents from and against claims, liabilities, damages, losses, costs and expenses (including reasonable legal costs) arising out of or in connection with your use of the Platform, Trips, conduct, content, breach of these Terms, or breach of law, except to the extent caused by our own unlawful conduct.

10.3 Maximum Liability Cap: To the extent permitted by law, our aggregate liability arising out of or in connection with the Platform is limited to the greater of:

• (a) the amount paid by you directly to the Company in the 12 months preceding the claim; or
• (b) AUD $100.

10.4 ACL Carve-Out: Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

11. Verified CO₂ Reduction, Internal Units and Enterprise Sales

11.1 The Platform may calculate and record Verified CO₂ Reduction based on methodologies that may include:

• distance travelled through carpooling rather than single-occupancy vehicle use;
• verified Public Transport Trip usage rather than personal vehicle use;
• vehicle characteristics, occupancy assumptions, behavioural assumptions and emissions factors;
• GPS, biometric, device, timing, route, anomaly and other validation signals; and
• other methodology inputs we adopt or amend from time to time.

11.2 No Carbon Credits or Regulated Offsets: Verified CO₂ Reduction sold through the Platform is not described, offered or sold as an ACCU, carbon credit, regulated offset, financial product, security, managed investment product, or compliance instrument.

11.3 Enterprise Purpose Only: Enterprise Buyers purchase Verified CO₂ Reduction, records, reports, retired units, certificates or verification outputs for ESG, sustainability, disclosure, communication, stakeholder engagement, or similar purposes only.

11.4 No Guarantee of Acceptance: We make no representation or warranty that any Enterprise Buyer, auditor, regulator, investor, stock exchange, sustainability framework, assurance provider, customer, or other third party will accept any Verified CO₂ Reduction for any particular use.

11.5 Token / Unit Retirement and Anti-Reuse: When Verified CO₂ Reduction is sold by the Company, the associated internal unit or record may be retired, burned, cancelled, locked, or otherwise marked as consumed so it cannot be reused or resold by the Company for the same underlying reduction event. QR-code or website verification may be used as evidence of retirement or non-reuse.

11.6 No Double Counting Guarantee Beyond Our System: We take steps within our own systems to prevent duplicate sale or reuse of the same internal unit. However, we do not warrant that third parties, users, external stakeholders, or purchasers will not make separate, inconsistent, unauthorised or misleading claims outside our control.

11.7 No Investment Advice / No Financial Return: Nothing on the Platform constitutes financial product advice, investment advice, tax advice, legal advice, or assurance advice. No promise of financial return, appreciation, tradability, or market value is made.

11.8 Enterprise Buyer Conduct: Enterprise Buyers must not market, describe or imply that our Verified CO₂ Reduction constitutes a regulated carbon credit or government-certified offset, or that purchase of our product by itself satisfies any legal compliance obligation unless they have separate legal grounds to say so.

11.9 Methodology Changes: We may refine, update, suspend or change our methodology, assumptions, validation thresholds, retirement logic, measurement approach or product descriptions from time to time.

12. Public Transport Detection and Verification

12.1 To verify Public Transport Trips and associated Verified CO₂ Reduction, the App may use:

• continuous or interval-based GPS/location tracking;
• geofencing around known public transport routes, stations and stops;
• speed, stop-pattern and route analysis;
• co-location or peer-verification signals from nearby devices or users;
• registered vehicle inactivity checks or parked-location checks;
• biometric prompts or liveness checks during or around the Trip; and
• other anti-fraud and behavioural validation techniques.

12.2 Continuous Location Tracking: You acknowledge that the App may require continuous or frequent location access during relevant Trips or verification periods and that this may affect battery consumption, device performance, and data usage.

12.3 Algorithm Accuracy: Verification algorithms are not 100% accurate. False positives, false negatives, ambiguity, GPS inaccuracies, route deviations, connectivity issues, spoofing attempts or other technical limitations may affect outcomes. We may reject, reverse, withhold, invalidate, or reclassify any claimed Verified CO₂ Reduction where verification is incomplete, inconsistent or ambiguous.

12.4 Anti-Fraud Controls: We may use automated or manual fraud detection, anomaly scoring, account review, document requests, suspension or termination to prevent manipulation of Public Transport Trips, location data, biometrics, occupancy, or emissions claims.

13. User Accounts and Prohibited Conduct

13.1 User Accounts: To create and maintain an account, you must provide accurate, current and complete information, keep login credentials secure, and promptly notify us of unauthorised use.

13.2 Verification: We may implement verification procedures, including phone, email, document, account, payment method, biometric or identity checks. A verification status does not constitute a guarantee by us as to truth, reliability or legality.

13.3 Reviews: We may allow Users to submit ratings, reviews, complaints, flags or moderation reports. We may remove, refuse to publish or moderate such content at our discretion.

13.4 Prohibited Conduct: You must not:

• provide false, misleading, malicious, deceptive or fraudulent information;
• impersonate another person or allow unauthorised account access;
• use the Platform for unlawful, abusive, threatening, discriminatory, harassing or unsafe conduct;
• attempt to manipulate Trips, occupancy, biometrics, GPS, Public Transport Trip detection, emissions calculations, retirement records, certificates or verification outputs;
• use the Platform for commercial passenger transport or paid ridesharing between Users;
• circumvent the Platform’s systems, security, or technical controls;
• infringe our intellectual property or the rights of others; or
• represent Verified CO₂ Reduction as a regulated offset or compliance instrument contrary to these Terms.

13.5 Suspension and Termination: We may suspend, restrict, disable, refuse, or terminate accounts, Trips, verification outputs, or access to the Platform at any time where we reasonably consider it necessary for safety, fraud prevention, legal compliance, operational integrity, security, reputational protection, or because of breach of these Terms.

14. Role of the Company and Platform Limitations

14.1 The Platform is an online coordination, measurement and verification intermediary. We do not control the truthfulness, legality, safety, timing, conduct or performance of Users, Trips or user-supplied information.

14.2 No Guarantee of Trip Occurrence: We are not responsible for whether a Trip occurs, is completed, is cancelled, is delayed, or differs from what a User expected.

14.3 Disputes Between Users: Disputes between Users are the sole responsibility of those Users. We are not a party to such disputes and have no obligation to mediate or resolve them, although we may choose to assist at our discretion.

14.4 Operation and Availability: We will try to keep the Platform available, but we do not guarantee uninterrupted, secure, or error-free operation. Access may be suspended or limited for maintenance, upgrades, security, outages, investigations or other reasons.

15. Intellectual Property

15.1 We own or control all intellectual property rights in the Platform, including software, text, graphics, designs, logos, databases, methods, verification logic, reports and related materials, except for content that belongs to Users or third parties.

15.2 Licence to Use Platform: We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its intended purpose in accordance with these Terms.

15.3 Member Content: You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt, publish and use content you submit to the Platform to operate, improve, promote, secure and support the Platform, subject to applicable law and our Privacy Policy.

15.4 Restrictions: You must not copy, scrape, reverse engineer, distribute, modify, exploit, decompile, or create derivative works from the Platform or its content except as permitted by law or with our prior written consent.

16. Dispute Resolution and Governing Law

16.1 These Terms are governed by the laws of Victoria, Australia.

16.2 Jurisdiction: You submit to the non-exclusive jurisdiction of the courts of Victoria and courts of appeal from them.

16.3 Complaints Process: Before commencing legal proceedings against us, you agree to:

• notify us in writing of the dispute;
• attempt to resolve the dispute through good faith negotiation; and
• consider mediation before commencing litigation, except where urgent interlocutory relief is reasonably required.

16.4 Privacy Complaints: Privacy complaints may also be made to the OAIC where applicable.

16.5 Internal Escalation: Without admitting AFCA jurisdiction or applicability, we may operate an internal complaints and escalation process designed to promote fair, timely and documented dispute handling.

17. General Provisions

17.1 If any provision is found invalid or unenforceable, the remaining provisions remain in full force.

17.2 Entire Agreement: These Terms, together with the Privacy Policy and any enterprise agreement expressly incorporated by reference, constitute the entire agreement between you and us regarding the Platform.

17.3 No Waiver: Our failure to enforce any right or provision does not constitute a waiver.

17.4 Assignment: You may not assign these Terms without our prior written consent. We may assign, novate or transfer our rights and obligations without notice to you.

17.5 Survival: Any provision that by its nature is intended to survive termination survives termination, including privacy, liability, indemnity, dispute, IP and enterprise-use provisions.

17.6 Force Majeure: We are not liable for delay or failure to perform caused by events beyond our reasonable control.

17.7 Notices: Notices to us must be sent using the contact details we make available on the Platform.

17.8 No Reliance: To the maximum extent permitted by law, you acknowledge that you have not relied on any representation or statement not expressly set out in these Terms.

17.9 Interpretation: Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

18. Contact Information