Terms of Service (EPR One)

Effective date: 26 August 2025

Entity: New Venture Capital Pty. Ltd. (ACN 626 647 256, ABN 56 626 647 256) (“Company”, “we”, “us”, “our”), established in Queensland, Australia.

1) Acceptance & scope

These Terms of Service (“Terms”) govern your access to and use of the EPR One application, related APIs, documentation, and support (collectively, the “App”). By installing or using the App (including via the Shopify App Store), you agree to these Terms on behalf of the business you represent (“you”, “Merchant”).

Business use only; consumer law. The App is provided for business use only and not for personal, household, or consumer purposes. To the extent any consumer protection law applies and cannot be excluded (including any non‑excludable rights under the Australian Consumer Law), nothing in these Terms excludes those rights; otherwise, all warranties are disclaimed in Section 11.

2) What the App does (important)

EPR One is a tooling and reporting utility that helps you organise packaging/material data and generate exports that you may use for Extended Producer Responsibility (EPR) filings. We do not provide legal advice and we do not file reports for you. You are solely responsible for understanding your EPR obligations, the accuracy and completeness of your inputs, and any submissions to regulators or dual systems. Outputs are for informational purposes only and provided as drafts/templates; you must independently verify accuracy and regulatory acceptance.

3) Your responsibilities

Inputs & accuracy. You’re responsible for all data you provide (products, variants, packaging presets, weights, mappings, codes, dates, overrides).

Regulatory use. You determine whether outputs are appropriate for your jurisdictions and purposes.

Accounts & access. Keep credentials secure; actions under your account are deemed authorised by you.

Lawful use. Do not use the App to misrepresent or under-declare regulated information.

Compliance outcomes. You remain solely responsible for all compliance outcomes and any regulatory obligations, assessments, fines, or penalties.

4) Licence

Subject to these Terms, we grant you a revocable, non-exclusive, non-transferable licence to use the App for your internal business purposes while your subscription is current.

5) Fees & billing

• Fees are shown at install or in-App and may change with 30 days’ notice.
• Charges are processed via Shopify billing; unpaid amounts may result in suspension.
• Prices exclude taxes; you are responsible for applicable taxes.

Refunds & promotional pricing. Unless required by law, fees (including annual prepayments) are non‑refundable. You may cancel at any time to stop future billing at the end of the then‑current billing period. Promotional or introductory offers (including any “Founder/Beta” plan) are time‑limited and, unless otherwise stated, guaranteed only for the first 12 months from activation; thereafter standard fees may apply with notice under this Section.

6) Third-party platforms & services

You authorise us to interact with Shopify and other services you connect (e.g., cloud storage, logging, analytics). Those services have their own terms and availability; we’re not responsible for their acts or outages.

7) IP ownership; your data

We own the App and related IP.

You own your data. You grant us a worldwide, non-exclusive licence to process your data solely to provide, secure, troubleshoot, and improve the App (including quality, security, usage analytics).

Feedback. If you provide feedback or suggestions about the App, you grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate it without restriction.

8) Data protection, hosting & transfers

App hosting (production). We host and process App data in the EU/EEA (primarily Frankfurt and Ireland) using reputable providers (e.g., Salesforce Heroku, AWS S3, Grafana Cloud, Sentry).

Marketing site. Our marketing website (epr-one.com) is delivered by Vercel’s global edge network and may cache/serve content worldwide and execute serverless functions in the United States unless configured otherwise.

Privacy & DPA. Our Privacy Policy describes how we collect and use personal information. When we process Customer Personal Data on your behalf, our Data Processing Addendum (DPA) (including EU SCCs and UK Addendum, where applicable) forms part of these Terms.

See our current Sub-processors list.

You are responsible for providing required notices/consents to data subjects whose data you process through the App.

9) Availability, support & changes

We aim for high availability but do not guarantee uninterrupted service. Support is provided on a commercially reasonable basis via support@epr-one.com. We may modify or discontinue features with reasonable notice where practicable; beta or preview features may be unstable or change rapidly.

10) Acceptable use

No illegal activity, security testing without permission, scraping beyond documented limits, interfering with billing, or attempting to bypass controls, quotas, or security.

11) Disclaimers

The App and all outputs are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties (express, implied, statutory), including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the App or its outputs will be accurate, complete, compliant, or error-free. We do not provide legal or compliance advice, nor warrant that any export will be accepted by LUCID or any regulator.

12) Indemnity

You will indemnify and hold us harmless from third-party claims, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of: (a) your misuse of the App; (b) your data or content; (c) your breach of these Terms or applicable law; (d) any regulatory inquiry, audit, or enforcement action relating to your obligations or submissions (including LUCID); except to the extent caused by our wilful misconduct or gross negligence.

13) Liability cap & exclusions

Cap. Our total liability for all claims in the aggregate is limited to the fees you paid to us for the App in the 12 months before the event giving rise to liability. This cap applies regardless of the form of action or theory of liability and even if a remedy fails of its essential purpose.

Exclusions. We are not liable for indirect, incidental, special, punitive, or consequential damages; loss of profits, revenue, goodwill, or data; or any fines, penalties, or regulatory assessments imposed on you, even if we have been advised of the possibility of such damages.

Time limit to bring claims. Any claim must be commenced within 12 months after the claimant first becomes aware (or reasonably should have become aware) of the facts giving rise to the claim; otherwise, the claim is permanently barred.

Scope of limitations. To the maximum extent permitted by law, the exclusions and limitations in this Section apply to all liabilities under these Terms (including indemnities), regardless of the legal theory and even if a remedy fails of its essential purpose.

Nothing limits liability that cannot be limited by law (e.g., fraud).

14) Term, suspension & termination

You may uninstall at any time. We may suspend or terminate if you materially breach these Terms or pose security/operational risk. On termination, your licence ends and we may delete or anonymise your data after a reasonable retention period (see Privacy Policy and DPA for return/deletion mechanics).

15) Export controls & sanctions

You represent that you and your beneficial owners are not subject to sanctions and will not use the App in violation of export or sanctions laws.

16) Governing law & venue

These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.

17) Notices & contact

We accept legal and operational notices by email at support@epr-one.com. You consent to receive notices electronically. (If you later designate a service address, update your account and legal page.)

18) Changes to these Terms

We may update these Terms from time to time. Material changes will be notified in-App or by email at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

19) Order of precedence; entire agreement

If there is a conflict between these Terms and any incorporated documents, the following order applies: (1) DPA (including SCCs/UK Addendum), (2) these Terms, (3) Privacy Policy. These Terms (together with any incorporated documents) constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings regarding the App.

20) Regulatory interactions & audits

We do not provide legal representation and do not communicate with regulators (including LUCID) on your behalf. You are solely responsible for your filings, submissions, and responses to regulatory inquiries and audits. On request, we may provide commercially reasonable assistance (e.g., data exports and technical explanations of App functionality), but we are not responsible for outcomes, determinations, assessments, fines, or penalties.

21) Dispute resolution & arbitration

Informal resolution. Before filing any claim, the party must first send a written notice describing the dispute to support@epr-one.com and attempt to resolve it informally for 30 days.

Binding arbitration. To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the App will be finally resolved by confidential arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules then in effect. The seat, or legal place, of arbitration is Brisbane, Queensland, Australia. The tribunal will consist of one arbitrator (or three if the claim exceeds AUD 250,000), the language will be English, and the award may be entered in any court of competent jurisdiction. The arbitrator may award fees and costs, including reasonable legal fees, to the prevailing party.

Exceptions. Either party may (a) seek temporary or injunctive relief in any court of competent jurisdiction to protect its confidential information, IP, or security; and (b) bring an action to collect unpaid fees. For any matter that cannot be arbitrated under applicable law, Section 16 (Governing law & venue) applies.

No class or representative actions. To the extent permitted by law, disputes must be brought in a party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

Opt-out. You may opt out of arbitration by sending a written opt-out notice to support@epr-one.com within 30 days of first accepting these Terms. If you opt out, Section 16 (Governing law & venue) governs all disputes.

22) Country coverage, mappings & forecasts

Mappings convenience only. Country-specific classifications, codes, and materials mappings provided in the App are for convenience and may change as regulations evolve. You are responsible for reviewing and accepting the current mapping version before generating reports, and for confirming applicability to your products and jurisdictions.

Forecasts & dashboards. Forecasts, cost estimates, deadlines, readiness scores, and similar outputs are estimates for planning only and may not reflect final regulatory determinations or fees. You must validate all values before filing.

Configuration. Options such as exclusions, location-based rules, reuse counts, and feature-gated rules (e.g., box rules) require your configuration to operate as intended. You are responsible for your configuration and overrides.

23) Fair use & rate limiting

Unlimited exports and API access are subject to reasonable and non-abusive use. We may throttle, rate limit, or temporarily suspend abusive or disruptive usage to protect service stability.

24) Email/CSV imports & manual adjustments

If you provide data for import via email or support channels, you represent that you have the right to share it and that it is accurate and lawful. Such content may be processed by our help desk provider (see Privacy Policy/DPA). We recommend removing any unnecessary end-customer personal data. Manual adjustments you make in-App are your responsibility.

25) Audit logs & evidentiary use

The App records administrative actions (e.g., mapping version acceptance, overrides, exports). We may rely on audit logs as evidence of your configurations, acceptances, and instructions.

22) Force majeure

We are not liable for delays or failures to perform due to events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, power or internet failures, third-party service outages (including Shopify or cloud providers), or changes in law or governmental actions.

26) Miscellaneous

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms (in whole or part) in connection with a merger, acquisition, corporate reorganisation, or sale of assets.

Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force. Failure to enforce any provision is not a waiver.

No third‑party beneficiaries; relationship. There are no third‑party beneficiaries to these Terms. The parties are independent contractors; these Terms do not create a partnership, joint venture, or agency.

Survival. Sections 3, 5, 6, 7, 8, 10–13, 16–21, and 22–26 survive termination.