Terms of Use

Meridian is a climate-risk quantification platform supporting the AASB S2 / IFRS S2 disclosure workflow. We grant you, for the term of your subscription, a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your own internal business purposes, subject to these Terms.

You are responsible for:

• your authorised users and anything done under their accounts or your API keys;
• keeping credentials and API keys secure, and not sharing logins; and
• the accuracy of the data and documents you input, and your right to provide them.

Use of the Service is also subject to our Acceptable Use Policy, which forms part of these Terms.

The Service produces quantified estimates, ranges and draft narratives to support your climate-risk analysis and disclosure preparation. Outputs are estimates based on assumptions, third-party data and methodology calibrations, and are not statements of fact.

• Outputs are not financial, investment, accounting, actuarial, legal or audit advice, and must not be relied on as such.
• Outputs require qualified human review (Gate 1) before use in any disclosure, report or decision. You remain responsible for your disclosures and for compliance with the Corporations Act, AASB S2 and other obligations.
• Meridian is not your auditor. Any assurance opinion is issued by your own registered auditor under the applicable assurance standards.

Access to paid tiers is subject to the fees and billing cycle agreed for your plan or in your order. Unless stated otherwise, fees are exclusive of GST and other taxes, which you must pay where applicable. Fees are non-refundable except as required by law. We may change fees on reasonable notice, effective from your next billing period.

Customer Data means the data, documents and content you or your users submit to the Service (for example company financials, asset registers and uploaded reports). As between you and us, you own your Customer Data.

You grant us a non-exclusive, worldwide licence to host, process, transmit and display Customer Data to the extent necessary to provide, secure, maintain and improve the Service, and as described in our Privacy Policy. We may create and use de-identified, aggregated information derived from Customer Data (including k-anonymous, sector-level peer benchmarks that cannot reasonably identify you or any individual). We do not sell Customer Data and do not disclose your identifiable Customer Data to other customers.

The Service and all intellectual property in it are owned by Meridian and our licensors. This includes, without limitation, the software and user interface; the methodology, including the scenario severity-multiplier calibrations, the sector coefficient library, provenance rules, vulnerability and damage functions, and the de-identified aggregation method; the reference and knowledge libraries we compile; and all documentation, including any confidential Methodology & Calibration Dossier. No rights are granted except the limited right to use the Service expressly set out in these Terms. All other rights are reserved.

The methodology and its calibration are Meridian’s core proprietary asset. You must not, and must not permit or assist any person to:

• reverse engineer, decompile, disassemble or otherwise attempt to derive, reconstruct or discover the source code, models, calibration tables, coefficients or methodology underlying the Service, except to the limited extent this restriction is prohibited by law;
• copy, extract, scrape, crawl, harvest or systematically retrieve the Service’s content, parameters, coefficients, multipliers or benchmarks, whether manually or by automated means;
• use the Service, its outputs or any Confidential Information to build, train, calibrate or improve a competing product, model or service, or for competitive benchmarking;
• resell, sublicense, rent, or make the Service available to any third party, or use it on behalf of any third party, except as expressly permitted;
• remove, obscure or alter any proprietary, confidentiality or attribution notices; or
• access or use the Service to circumvent its technical limits or security, or otherwise breach the Acceptable Use Policy.

The numbers applied to your own analysis are shown to you so your results remain re-performable; that visibility is not permission to compile, redistribute or reconstruct the master calibration.

Confidential Information means non-public information disclosed by one party (Discloser) to the other (Recipient) that is marked or would reasonably be understood to be confidential. Meridian’s Confidential Information includes the methodology, calibration tables, coefficient library, aggregation method and any Methodology & Calibration Dossier or other detailed model documentation we make available (including to your auditors). Your Confidential Information includes your Customer Data.

The Recipient must:

• use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms;
• protect it with at least reasonable care and not disclose it except to its personnel, professional advisers or auditors who need it and are bound by confidentiality obligations at least as protective as these; and
• on request or termination, stop using and return or destroy it.

These obligations do not apply to information that is or becomes public through no fault of the Recipient, was lawfully known before disclosure, or is independently developed without using the Confidential Information. A Recipient may disclose Confidential Information if required by law, giving reasonable prior notice where lawful. Where we provide detailed model documentation to your assurance provider, it is provided in confidence and must not be redistributed.

We use third-party sub-processors to provide the Service (for example hosting, database, file storage, authentication and AI processing). The current list is on our Sub-processors page. Your use of any third-party service through the Service may also be subject to that provider’s terms.

We aim to keep the Service available but do not warrant uninterrupted or error-free operation. We may modify, suspend or discontinue features, and may release early-access or beta features that are provided “as is” and may change or be withdrawn.

To the maximum extent permitted by law, and subject to the next section, the Service is provided “as is” and “as available”, and we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that outputs are accurate, complete or suitable for any particular disclosure or decision.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law (ACL) or other law that cannot lawfully be excluded. Where the ACL applies and permits us to limit our liability for a failure to comply with a consumer guarantee (other than for goods or services of a kind ordinarily acquired for personal, domestic or household use), our liability is limited, at our option, to re-supplying the relevant services or paying the cost of having them re-supplied.

Subject to the Australian Consumer Law section, to the maximum extent permitted by law:

• neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, data, goodwill or anticipated savings, however arising; and
• each party’s total aggregate liability arising out of or in connection with these Terms is limited to the fees paid or payable by you for the Service in the 12 months before the event giving rise to the liability.

You acknowledge that outputs are decision-support estimates and that you are responsible for the human review and judgement applied before any reliance.

You indemnify Meridian against claims, losses and reasonable costs arising from your Customer Data, your use of the Service in breach of these Terms or the Acceptable Use Policy, or your infringement of a third party’s rights, except to the extent caused by Meridian.

These Terms apply while you use the Service or hold an account. We may suspend or terminate access for material or repeated breach (including breach of sections 6, 7 or the Acceptable Use Policy), or where required by law or to protect the Service or other customers. You may stop using the Service at any time. On termination, your right to use the Service ends; for a reasonable period you may request an export of your Customer Data, after which we may delete it (subject to legal retention and backup cycles). Sections that by their nature should survive (including 4–7, 10–13 and 16) survive termination.

We may update these Terms from time to time. If we make material changes we will take reasonable steps to notify you (for example by email or in-product notice). Continued use after changes take effect constitutes acceptance.

These Terms are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets. If a provision is unenforceable, it is severed and the rest continues. Our failure to enforce a right is not a waiver. These Terms, the Acceptable Use Policy and the Privacy Policy are the entire agreement between us on their subject matter. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Questions about these Terms: hello@sprout.enterprises.