Privacy Policy
CUR8 Earth Limited ("CUR8") respects your right to privacy. This Privacy Policy explains who we are, how we collect, store, share and use personal data about you, and how you can exercise your privacy rights. This Privacy Policy applies to personal data that we collect, including through our website at www.cur8.earth, within our product(s) and on other websites that CUR8 operates and that link to this policy. If you have any questions or concerns about our use of your personal data, then please contact us using the contact details provided at the bottom of this Privacy Notice.
1. Introduction
1.1 Important information and who we are
Welcome to CUR8 Earth Limited’s Privacy and Data protection Policy (“Privacy Policy”).
At CUR8 Earth Limited (“we”, “us”, or “our”) we are committed to protecting and respecting your privacy and Personal Data in compliance with the United Kingdom General Data Protection Regulation (“GDPR”), the Data Protection Act 2018 and all other mandatory laws and regulations of the United Kingdom.
This Privacy Policy explains how we collect, process and keep your data safe. The Privacy Policy will tell you about your privacy rights, how the law protects you, and inform our employees and staff members of all their obligations and protocols when processing data.
The individuals from which we may gather and use data can include:
- Customers
- Suppliers
- Business contacts
- Employees/Staff Members
- Third parties connected to your customers
and any other people that the organisation has a relationship with or may need to contact.
This Privacy Policy applies to all our employees and staff members and all Personal Data processed at any time by us.
1.2 Your Data Controller
CUR8 Earth Limited is your Data Controller and responsible for your Personal Data. We are not obliged by the GDPR to appoint a data protection officer and have not voluntarily appointed one at this time. Therefore, any inquiries about your data should either be sent to us by email to hello@cur8.earth or by post to 91-93 Great Eastern Street, 4th Floor, London, England, EC2A 3HZ.
You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
1.3 Processing data on behalf of a Controller and processors’ responsibility to you
In discharging our responsibilities as a Data Controller we have employees who will deal with your data on our behalf (known as “Processors”). The responsibilities below may be assigned to an individual or may be taken to apply to the organisation as a whole. The Data Controller and our Processors have the following responsibilities:
- Ensure that all processing of Personal Data is governed by one of the legal bases laid out in the GDPR (see 2.2 below for more information);
- Ensure that Processors authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk associated with the processing of Personal Data;
- Obtain the prior specific or general authorisation of the Controller before engaging another Processor;
- Assist the Controller in the fulfilment of the Controller's obligation to respond to requests for exercising the data subject's rights;
- Make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in the GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller;
- Maintain a record of all categories of processing activities carried out on behalf of a Controller;
- Cooperate, on request, with the supervisory authority in the performance of its tasks;
- Ensure that any person acting under the authority of the Processor who has access to Personal Data does not process Personal Data except on instructions from the Controller; and
- Notify the Controller without undue delay after becoming aware of a Personal Data Breach.
2. Legal Basis for Data Collection
2.1 Types of data / Privacy policy scope
“Personal Data” means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of Personal Data about you which we have grouped together below. Not all of the following types of data will necessarily be collected from you but this is the full scope of data that we collect and when we collect it from you:
- Profile/Identity Data: This is data relating to your first name, last name, gender, date of birth.
- Contact Data: This is data relating to your phone number, addresses, email addresses, phone numbers.
- Marketing and Communications Data: This is your preferences in receiving marketing information and other information from us.
- Transactional Data: This is information of details and records of all payments you have made for our services or products.
- Technical Data: This is your IP address, browser type and version, time zone setting and location, operating system and platform, and other technology on the devices you use to engage with us.
- Customer Support Data: This includes feedback and survey responses.
- Usage Data: information about how you use our website, products and services.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
2.2 The Legal Basis for Collecting That Data
There are a number of justifiable reasons under the GDPR that allow collection and processing of Personal Data. The main avenues we rely on are:
- “Consent”: Certain situations allow us to collect your Personal Data, such as when you tick a box that confirms you are happy to receive email newsletters from us, or ‘opt in’ to a service.
- “Contractual Obligations”: We may require certain information from you in order to fulfil our contractual obligations and provide you with the promised service.
- “Legal Compliance”: We’re required by law to collect and process certain types of data, such as fraudulent activity or other illegal actions.
- “Legitimate Interest”: We might need to collect certain information from you to be able to meet our legitimate interests - this covers aspects that can be reasonably expected as part of running our business, that will not have a material impact on your rights, freedom or interests. Examples could be your address, so that we know where to deliver something to, or your name, so that we have a record of who to contact moving forwards.
3. How we use your personal data
3.1 Our data uses
We will only use your Personal Data when the law allows us to.
3.2 Change of purpose
We will only use your Personal Data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your Personal Data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your Personal Data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
4. Your rights and how you are protected by us
4.1 Your legal rights
Under certain circumstances, you have the following rights under data protection laws in relation to your personal data:
- Right to be informed. You have a right to be informed about our purposes for processing your personal data, how long we store it for, and who it will be shared with. We have provided this information to you in this policy.
- Right of access. This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it (also known as a "data subject access request"). See section 4.4 below for more details on how you can make a data subject access request.
- Right to rectification. You have a right to request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
- Right to erasure. You have the right to ask us to delete or remove personal data where there is no good reason for us continuing to process it, where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
- Right to object. You can object to the processing of personal data we hold about you. This effectively allows you to stop or prevent us from processing your personal data. Note that this is not an absolute right and it only applies in certain circumstances, for example:
(i) Where we are processing your personal data for direct marketing purposes.
(ii) Where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms.
(iii) In some cases, we may continue processing your data if we can demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms. - Right to restrict processing. You have the right to request the restriction or suppression of their personal data. Note that this is not an absolute right and it only applies in certain circumstances:
(i) If you want us to establish the data's accuracy.
(ii) Where our use of the data is unlawful but you do not want us to erase it.
(iii) Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
(iv) You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it. - Right to data portability. You have the right to request the transfer of your personal data to you or to a third party. If you make such a request, we will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
If you wish to make a request under any of these rights, please contact us at hello@cur8.earth.
4.2 Your control over CUR8 Earth Limited’s use of your Personal Data
You may delete your account at any time – this will remove your account page from our systems and our related software.
We guarantee this will delete all stored data.
Your account information will be protected by a password for your privacy and security. You need to prevent unauthorised access to your account and personal information by selecting and protecting your password appropriately and limiting access to your computer or device and by signing off after you have finished accessing your account.
You can access information associated with your account by logging into your account you created with us.
Your account information will be protected by a password for your privacy and security. You need to prevent unauthorised access to your account and personal information by selecting and protecting your password appropriately and limiting access to your computer or device and by signing off after you have finished accessing your account.
California Privacy Rights: Under California Civil Code sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of personal customer information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to hello@cur8.earth.
4.3 How CUR8 Earth Limited protects customers' Personal Data
We are concerned with keeping your data secure and protecting it from inappropriate disclosure. Any Personal Data collected by us is only accessible by a limited number of employees who have special access rights to such systems and are bound by obligations of confidentiality. If and when we use subcontractors to store your data, we will not relinquish control of your Personal Data or expose it to security risks that would not have arisen had the data remained in our possession. However, unfortunately no transmission of data over the internet is guaranteed to be completely secure. It may be possible for third parties not under the control of CUR8 Earth Limited to intercept or access transmissions or private communications unlawfully. While we strive to protect your Personal Data, we cannot ensure or warrant the security of any Personal Data you transmit to us. Any such transmission is done at your own risk. If you believe that your interaction with us is no longer secure, please contact us.
4.4 How to request your data and the process for obtaining it
You will not have to pay a fee to access your Personal Data (or to exercise any of the other rights). However, if your request is clearly unfounded, we could refuse to comply with your request.
We may need to request specific information from you to help us confirm your identity and ensure you have the right to access your Personal Data (or to exercise any of your other rights). This is a security measure to ensure that Personal Data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
5. Your data and third parties
5.1 Sharing your data with third parties
We may also share Personal Data with interested parties in the event that CUR8 Earth Limited anticipates a change in control or the acquisition of all or part of our business or assets or with interested parties in connection with the licensing of our technology.
If CUR8 Earth Limited is sold or makes a sale or transfer, we may, in our sole discretion, transfer, sell or assign your Personal Data to a third party as part of or in connection with that transaction. Upon such transfer, the Privacy Policy of the acquiring entity may govern the further use of your Personal Data. In all other situations your data will still remain protected in accordance with this Privacy Policy (as amended from time to time).
We may share your Personal Data at any time if required for legal reasons or in order to enforce our terms or this Privacy Policy.
6. How long we retain your data
We will only retain your Personal Data for as long as reasonably necessary to fulfil the purposes we collected it for. We may retain your Personal Data for a longer period than usual in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
7. Age limit for our users
You must not use CUR8 Earth Limited unless you are aged 16 or older. If you are under 16 and you access CUR8 Earth Limited by lying about your age, you must immediately stop using CUR8 Earth Limited.
This website is not intended for children and we do not knowingly collect data relating to children.
8. International transfer of data
Your information may be stored and processed in the US or other countries or jurisdictions outside the US where CUR8 Earth Limited has facilities. By using CUR8 Earth Limited, you are permitting and consenting to the transfer of information, including Personal Data, outside of the US.
9. Notification of changes and acceptance of policy
We keep our Privacy Policy under review and will place any updates here. This version is dated 1 September 2022.
By using CUR8 Earth Limited, you consent to the collection and use of data by us as set out in this Privacy Policy. Continued access or use of CUR8 Earth Limited will constitute your express acceptance of any modifications to this Privacy Policy.
INTERPRETATION
All uses of the word "including" mean "including but not limited to" and the enumerated examples are not intended to in any way limit the term which they serve to illustrate. Any email addresses set out in this policy may be used solely for the purpose for which they are stated to be provided, and any unrelated correspondence will be ignored. Unless otherwise required by law, we reserve the right to not respond to emails, even if they relate to a legitimate subject matter for which we have provided an email address. You are more likely to get a reply if your request or question is polite, reasonable and there is no relatively obvious other way to deal with or answer your concern or question (e.g. FAQs, other areas of our website, etc.). Our staff are not authorised to contract on behalf of CUR8 Earth Limited, waive rights or make representations (whether contractual or otherwise). If anything contained in an email from a CUR8 Earth Limited address contradicts anything in this policy, our terms or any official public announcement on our website, or is inconsistent with or amounts to a waiver of any CUR8 Earth Limited rights, the email content will be read down to grant precedence to the latter. The only exception to this is genuine correspondence expressed to be from the CUR8 Earth Limited legal department.
Standard Terms and conditions
All products and services provided by CUR8 Earth Limited (CUR8), whether delivered via our website, the CUR8 Platform or offline, and all other Applicable Terms agreed between the party entering the Applicable Terms (you) and CUR8, are and will remain at all times during the Engagement subject to the following standard terms and conditions (the Conditions):
1. DEFINITIONS
In these Conditions and in the Applicable Terms, capitalised terms have the following meanings unless otherwise defined:
Affiliate means, in respect of any Party, any entity which directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than 50% of the voting securities or the power to direct the management of an entity.
Anonymised Outputs means data, analysis or aggregated information derived from Buyer Data or Supplier Data which has been processed so that the Data Provider cannot be identified, whether alone or in combination with other information reasonably available to CUR8.
Applicable Agreement means the MSA, the MPA, the Supply and Services Master Agreement (Intermediary) or the EULA, as the case may be.
Applicable Laws means any applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licences, approvals, interpretations and orders of courts which apply to the Party in question as a result of their activities, their jurisdiction of incorporation or operation, or otherwise.
Applicable Terms means any terms agreed and accepted between you and CUR8, which will include as a minimum: (i) for any user of the CUR8 Platform, the EULA (including any third party terms referenced therein), these Conditions, the Privacy Policy and all associated Order Forms; (ii) for any purchaser of assets, the MSA, these Conditions and all associated Order Forms; and (iii) for any Supplier , the MPA, these Conditions and all associated Order Forms.
Assessment Updates has the meaning given in the EULA.
Buffer Pool means a reserve of Eligible Units held back from sale by a Supplier or the relevant Registry to be used to replace Eligible Units that are the subject of a Reversal Event, in accordance with the requirements of the relevant Methodology or Registry.
Business Day means any day other than a Saturday, Sunday or public holiday in England.
Buyer Data means data, information and content (i) provided by a Buyer to CUR8 in connection with any Applicable Term, or (ii) generated by CUR8 in the course of delivering the Services, in each case relating to the Buyers use of the CUR8 Platform, its purchase of Eligible Units, retirements or sustainability reporting.
Buyer Order Form means any Order Form entered into between CUR8 and a Buyer.
CUR8 Platform means the portfolio management application to enable businesses to plan their climate strategy, assess different methods, view and manage their climate portfolio.
Carbon Removals means the removal of carbon dioxide or carbon dioxide equivalent from the atmosphere and its placement in storage using various Methods.
Carbon Removal Unit or CRU means a unit which represents the removal of one metric tonne of carbon dioxide or carbon dioxide equivalent. A CRU may be a Pending Unit or a Verified Unit.
Buyer means any Customer which has agreed to purchase Eligible Units (including CRUs and Superpollutant Units) from CUR8. References in any Applicable Agreement or other Applicable Term (including any agreement or Order Form entered into before the date of these Conditions) to a “CDR Buyer” are references to a Buyer.
Supplier means the company, organisation or other entity responsible for a Project and selling Eligible Units (including CRUs and Superpollutant Units). References in any Applicable Agreement or other Applicable Term (including any agreement or Order Form entered into before the date of these Conditions) to a “CDR Supplier” are references to a Supplier.
MPA means any agreement between a Supplier and CUR8 under which CUR8 purchases assets from the Supplier.
MSA means any agreement between a Buyer and CUR8 under which CUR8 purchased assets on behalf of the Buyer.
Change in Applicable Rules means a change in the applicable methodologies, rules and procedures of the Methodology that negatively and materially affect the Suppliers ability to have the Eligible Units issued and delivered.
Change in Law means any change in Applicable Laws or the introduction of new Applicable Laws in any Relevant Jurisdiction (including in connection with Article 6 of the Paris Agreement) that is not caused or contributed to by a Party and that a Party could not mitigate acting with commercially reasonable endeavours, that has implications for the performance of obligations by either Party under the Applicable Terms or the implementation and development of the Project.
Collection(s) means any collection(s) of Projects selected by CUR8 and purchased by a Buyer from time to time.
Comparable Terms means a purchase agreed for Eligible Units from the same Supplier and (i) payable on the same trigger (in advance or on delivery); (ii) for a volume of Eligible Units no more than 200% greater or lesser than the order being placed by CUR8; (iii) not forming part of a transaction including a material quantity of non-Eligible Unit purchases.
Competitor means any person who carries on a business that is competitive in any material respect with the business of CUR8, including any environmental credit market participant, marketplace, broker or platform.
Contract Price means, in respect of any Order Form, the total price payable under that Order Form, exclusive of taxes.
Customer means the entity receiving any services or accessing any products provided by CUR8, whether paid or unpaid.
Data Provider means, in respect of any Buyer Data, the relevant Buyer, and in respect of any Supplier Data, the relevant Supplier.
Delivery Deadline means the latest date by which the Eligible Units from a specific Project are required to be delivered by the Supplier.
Delivery Failure means a failure by a Supplier to deliver any portion of the Reserved Volume on or before the Delivery Deadline, save where the failure is caused by a Force Majeure Event or by an act or omission of CUR8 or the Buyer.
Dynamic Data means (i) any Portfolio Data, Assessment Updates or other Project or Supplier updates provided to you over time following a purchase of Eligible Units under the terms of the Applicable Terms; and (ii) any other commercially sensitive information regarding a Project, a Supplier or the purchase of Eligible Units provided by CUR8 to you over time following a purchase of Eligible Units under the terms of an Order Form.
Eligible Unit means a relevant unit such as a CRU or a Superpollutant Unit, as applicable to the relevant Order Form. Eligible Unit is the operative term for the product transacted under these Conditions and applies equally to Carbon Removal Units and Superpollutant Units. A reference in these Conditions or any Applicable Agreement to a CRU or a Carbon Removal Unit is to be read as a reference to an Eligible Unit, and so includes a Superpollutant Unit, unless the relevant provision is by its nature specific to carbon removal (for example provisions concerning Permanence, the Buffer Pool, Reversal Events or Pending Issuance Units) or the context otherwise requires.
Engagement means the period during which any of the Applicable Terms remain active between us.
Environmental Attributes means, in respect of any Eligible Unit, the carbon removal, mitigation outcome, sustainability and other environmental, social or governance attributes associated with the underlying carbon removal activity, including any right to claim, retire, sell or otherwise rely upon those attributes for any voluntary, regulatory, reporting or compliance purpose.
Estimated Delivery Dates means the dates, where specified in the Order Form, by which the Eligible Units from each Project are intended to be capable of retirement.
EULA means the end user licence agreement applicable to the use of the CUR8 Platform, as notified to users on the CUR8 website: cur8.earth/eula, as amended from time to time.
Final Insolvency Event means any of the following events or analogous events: (i) a party disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business; (ii) any step is taken to appoint a provisional liquidator or liquidator; (iii) a party ceases, or threatens to cease, carrying on business; or (iv) a party takes any steps to wind up its legal entity.
Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service and any other unforeseeable circumstances beyond the control of the Parties that is neither Party’s fault and that cannot, after the use of best efforts, be overcome.
Greenwashing means a Party knowingly or recklessly providing misleading or unsubstantiated claims about the environmental benefits of a product, service, or business practice, intended to present an environmentally responsible public image that does not accurately reflect the Party’s actual environmental performance.
Insolvency Event means any Ongoing Insolvency Event or Final Insolvency Event.
Intellectual Property means all intellectual property and all related rights including any and all patents, trademarks, service marks, copyrights, database rights, moral rights, rights in a design, know-how, confidential information and all or any other intellectual or industrial property rights, whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attaching thereto which is created, brought into existence, acquired, used or intended to be used.
GWP Metric means the global warming potential basis used to convert a quantity of a Superpollutant into carbon dioxide equivalent, for example GWP100 over a 100 year time horizon as set out in the latest applicable IPCC assessment report, or as otherwise specified in the relevant Order Form.
Method means the method used to remove or prevent carbon dioxide, methane or equivalent from the atmosphere, and store it, which may include but is not limited to: abandoned mine methane (AMM), active mine methane drainage (CMM), adipic acid production, advanced refrigeration, afforestation, agricultural methane reduction, bio oil, biochar, biodigesters, biogenic CO2 capture, biomass burial, direct air capture, enhanced rock weathering, HFC reclamation, HFC replacement, landfill gas, leak detection and repair, manure management, microbial soil technology, N2O abatement in adipic acid production, N2O abatement in nitric acid production, ocean alkalinity enhancement, orphan well plugging, ozone depleting substance destruction (ODS), reforestation, river alkalinity enhancement, wastewater, in each case as applicable.
Methodology means the various applicable internationally recognised carbon or superpollutant credit procedures and standards for the measurement, monitoring, quantification, registration, verification, issuance, and transfer of Eligible Units such as CRUs or SuperPollutant Units.
Ongoing Insolvency Event means any of the following events or analogous events: (i) a party is unable to pay its debts as they fall due; (ii) any step is taken by a mortgagee to take possession or dispose of the whole or any part of a party’s assets, operations or business; (iii) any step is taken for a third party to enter into any arrangement or compromise with, or assignment for the benefit of, a party’s creditors or any class of a party’s creditors; or (iv) any step is taken to appoint an administrator, receiver, receiver and manager, or trustee of the whole or any part of a party’s assets, operations or business.
Order Form means an order form containing the key commercial details of any individual sale of Eligible Units.
Pending Units means Eligible Units that have not yet been verified or issued on a Registry.
Permanence Term means the period during which a Supplier or Project Owner is required to maintain the carbon removal effected by a Project as a stored or sequestered state, as set out in the relevant Methodology and (where specified) the relevant Supplier Order Form. A Permanence Term does not apply to a Superpollutant Unit unless the relevant Order Form expressly specifies one.
PIU (Pending Issuance Unit) means an Eligible Unit relating to sequestration from the future growth of trees, under the UK Woodland Carbon Code or similar Methodology, and evidenced by a certified proof of planting. A PIU will be classified as a Verified Unit.
Post-Transfer Risk means the risk of cancellation, invalidation or reduction in value or volume of Eligible Units purchased under a MSA after a Transfer of such Eligible Units has taken place.
Pre-Transfer Risk means the risk of Eligible Units purchased under the MSA being subject to unavailability, non-issuance, delay or Under-Delivery.
Project means a project (being a distinct and separate site, premises, machine or location where the mitigation activity occurs such as carbon removal, methane prevention) registered or to be registered as an eligible project under a Methodology.
Quality Assessment means a detailed one-off assessment of a specific Project, from a technical, scientific and risk perspective, including an analysis of direct benefits, co-benefits, risks and available mitigations, and resulting in a score generated using CUR8’s proprietary assessment framework.
Registry means a recognised public database that tracks the ownership, issuance, retirement, and transfer of carbon, super pollutant credits or similar.
Replacement Eligible Units means Eligible Units delivered in substitution for any Eligible Units subject to a Delivery Failure or a Reversal Event, being equivalent in tonnes, Method and Methodology (or, where these are not reasonably available, of the nearest available equivalent).
Reserved Volume means the volume, in tonnes, of Eligible Units to be purchased under a specific Order Form and as set out therein.
Reversal Event means any event after the Transfer Date which results in the cancellation, invalidation, devaluation, release back into the atmosphere or other loss of carbon dioxide (or carbon dioxide equivalent) previously represented by an Eligible Unit, including any reversal event as defined by the relevant Methodology or Registry.
Sanctioned Person means any person subject to sanctions imposed by the United Kingdom, the United States, the European Union or the United Nations.
Seller means, in respect of any sale of Eligible Units, the Party transferring or arranging the transfer of those Eligible Units to the other Party, being (i) CUR8 in respect of a MSA and any Buyer Order Form; and (ii) the Supplier in respect of a MPA and any Supplier Order Form.
Services means the services provided by CUR8 to a Customer under any Applicable Term, including procurement, portfolio management, quality assessment, registry handling, retirement and reporting in respect of Eligible Units.
Shortfall Amount means the actual number of Eligible Units (typically in carbon dioxide equivalent) which have not been delivered.
Static Data means: (i) the identity of any Approved Supplier; (ii) name, location and/or other Project-specific details; (iii) the price per tonne paid for the Eligible Units; (iv) Quality Assessments, including any copies of or excerpts from any Quality Assessment; and (v) any other commercially sensitive information regarding a Project, a Supplier or the purchase of Eligible Units provided by CUR8 to you prior to the execution of an applicable Order Form relating to that Project or Supplier, or in relation to which no purchase has yet been made.
Superpollutant means a short-lived climate pollutant.
Superpollutant Unit means a unit which represents the avoidance, reduction or destruction of one metric tonne of carbon dioxide equivalent of a Superpollutant, measured using the applicable GWP Metric, and issued under the Methodology and Registry specified in the relevant Order Form. A Superpollutant Unit may be a Pending Unit or a Verified Unit.
Successor Methodology means a methodology that replaces, succeeds or supersedes a Methodology specified in an Order Form, whether by way of revision, renaming, retirement, withdrawal or replacement, in each case as notified by the relevant standards body or Registry.
Supplier Data means data, information and content provided by a Supplier to CUR8 in connection with any Applicable Term, or generated by CUR8 in the course of receiving, assessing or managing Eligible Units from the Supplier.
Supplier Order Form means any Order Form entered into between CUR8 and a Supplier.
Transfer Date means the date on which the Eligible Units are (i) transferred to a relevant CUR8 registry account to be held in custody on behalf of the Buyer, (ii) transferred to a Buyers registry account, or (iii) otherwise proven to have been verified, capable of retirement and indelibly linked to or retired against the Buyers name and for the Buyers benefit (each a Transfer).
Under-Delivery means a shortfall between the agreed number of Eligible Units such as Carbon Removal Units or Superpollutant Units to be delivered by a specific Project and the amount actually delivered by a Project on the Delivery Dates, in each case as set out in the relevant Order Form. This could be a complete Under-Delivery where no units are delivered, or a partial Under-Delivery where some, but not all of the required Eligible Units are delivered.
Verified Units means Eligible Units that have been verified and issued on the Registry and are capable of immediate retirement.
Wilful Misconduct means wilful, wanton or reckless conduct of a party that seriously and substantially deviates from a diligent course of action and which is done with the knowledge of, or in utter disregard for, the harmful, foreseeable and avoidable consequences.
Continuity of defined terms. These Conditions use product-neutral terms so that they apply to any Eligible Unit. The terms Buyer, Supplier, MSA and MPA replace the terms CDR Buyer, CDR Supplier, CDR MSA and CDR MPA respectively. A reference in any Applicable Agreement, Order Form or other Applicable Term entered into before the date of these Conditions to a CDR Buyer, a CDR Supplier, a CDR MSA, a CDR MPA or a Carbon Removal Unit is to be read as a reference to a Buyer, a Supplier, an MSA, an MPA or an Eligible Unit respectively, and the rights and obligations under that document continue unaffected. This clause does not narrow any provision that is by its nature specific to carbon removal.
2. ORDER OF PRECEDENCE
In the event of any inconsistency between the Applicable Terms, the order of precedence (highest to lowest) is:
(a) the relevant Order Form, but only in respect of the matters expressly addressed in it;
(b) the relevant Applicable Agreement;
(c) these Conditions; and
(d) the Privacy Policy.
Where any provision of the Order Form purports to vary these Conditions, that provision is effective only to the extent it is expressly stated in the Order Form to override these Conditions.
3. INFORMATION
Each Party providing Portfolio Data under the respective Applicable Terms undertakes to:
(a) use reasonable endeavours to ensure that all information and documentation shared during the Engagement is true and accurate in all material respects; and
(b) use reasonable endeavours to ensure that any scientific information shared during the term of the Engagement is based on established Methodologies issued by recognised standards bodies or Registries.
No Party will be liable for any losses incurred as the result of reliance on information disclosed to them under any Applicable Term, provided that the disclosing Party has complied with (a) and (b) above of these Conditions.
4. PAYMENT TERMS
All invoices are payable within 30 days from the invoice date unless otherwise agreed.
If any Party fails to pay an invoice by the due date, interest accrues on overdue amounts from the due date until payment at the rate of 4% per annum above the Bank of England base rate.
If an invoice is disputed, there will be no delay in making payment of any part thereof which is not the subject of a genuine dispute. The disputing Party will notify the other Party in writing of the basis of the dispute within 10 Business Days of the invoice date.
Suspension for non-payment. If a Party fails to pay any undisputed invoice by its due date and does not remedy the non-payment within 14 days of written notice, the other Party may, without prejudice to its other rights and remedies, suspend its performance of its obligations under the Applicable Terms (including delivery of Eligible Units, access to the CUR8 Platform and provision of any Services) until payment is made in full. Suspension under this clause does not constitute breach by the suspending Party.
5. INTELLECTUAL PROPERTY
Each Party will remain the owner of full legal and beneficial title to all Intellectual Property owned or controlled by them prior to the Engagement and any Intellectual Property conceived or created by or on behalf of them during the course of the Engagement, unless otherwise agreed in writing.
No Applicable Term grants any licence, assignment or other right in or to any Party’s Intellectual Property except as expressly set out in the Applicable Terms. Disclosure of information under any Applicable Term does not grant any licence in any Intellectual Property of the disclosing Party.
6. REPRESENTATIONS AND WARRANTIES
Each Party represents, warrants and agrees:
(a) it has full legal capacity, right, authority and power to enter into these Conditions and the Applicable Terms, to perform its obligations thereunder and to carry on its business;
(b) these Conditions and each of the Applicable Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms;
(c) it has at all times complied with all Applicable Laws in all material respects;
(d) it is not subject to an Insolvency Event; and
(e) it has not relied upon any representation made by the other party other than those expressly set out in the Applicable Terms.
7. TITLE AND ENVIRONMENTAL ATTRIBUTE DEFENCE
Where any Party is the Seller of Eligible Units to another Party (the “Buyer”) under any Applicable Term, the Seller:
(a) warrants that it has full legal and beneficial title to the Eligible Units, and to all Environmental Attributes associated with those Eligible Units, free of any third-party claim, lien or competing right, and that no person other than the Buyer is or will be entitled to claim, retire, sell, assign or otherwise rely upon any Environmental Attribute associated with the Eligible Units sold;
(b) undertakes that it will not issue, sell, transfer, assign, retire or otherwise dispose of any Environmental Attribute associated with the Eligible Units sold to or for the benefit of any person other than the Buyer; and
(c) on becoming aware of any actual or potential third-party claim to title in the Eligible Units or to any Environmental Attribute associated with them, will promptly notify the Buyer and use commercially reasonable efforts to challenge, resolve or extinguish that claim, in each case at the Seller’s cost.
If a third-party claim affecting title to the Eligible Units or any Environmental Attribute associated with them is not resolved within a reasonable period and the Buyer suffers loss as a result, the Seller will indemnify the Buyer for that loss, subject to the limitations in clause 14 (Limitation of Liability).
Where the Eligible Units are Superpollutant Units, the Seller further warrants that the underlying avoidance, reduction or destruction has not been counted, claimed, surrendered or used for compliance under any emissions trading, cap-and-trade or other regulatory or compliance scheme, and has not been used to meet any obligation under the host country’s Nationally Determined Contribution, except where the relevant Order Form expressly records a corresponding adjustment or host-country authorisation.
8. DELIVERY FAILURE FRAMEWORK
On a Delivery Failure occurring, the Seller will promptly notify the Buyer of the Delivery Failure, including the expected Shortfall Amount and the expected duration of the delay.
The Buyer is entitled to elect one of the following remedies, by written notice within 10 Business Days of being notified of the Delivery Failure:
(i) accept delivery of Replacement Eligible Units to be delivered by the soonest available date;
(ii) accept a reduction in the Reserved Volume under the affected Order Form, with a pro-rated refund of any amounts paid in respect of the unfulfilled volume; or
(iii) terminate the affected Order Form, with a full refund of any amounts paid in respect of the unfulfilled volume.
Default remedy. If the Buyer does not elect a remedy within the 10 Business Day period, the default remedy is (ii) (volume reduction and pro-rated refund).
Election of a remedy under this clause is without prejudice to the Buyer’s other rights and remedies, subject to the limitations in clause 14 (Limitation of Liability).
In respect of a MSA, CUR8 will act as Seller and will procure Replacement Eligible Units from the underlying Supplier or, where necessary, from third-party suppliers, with cost recovery from the Supplier as set out in the MPA. In respect of a MPA, the Supplier will indemnify CUR8 for any difference in cost between the price agreed in the Supplier Order Form and the actual price of Replacement Eligible Units sourced, subject to the cap set out in the relevant Supplier Order Form.
9. PERMANENCE AND REVERSAL
Where the Methodology applicable to the Eligible Units ordered specifies a Permanence Term, the Seller:
(a) undertakes to operate the relevant Project in accordance with the Methodology’s requirements for the Permanence Term, including all monitoring, reporting and verification obligations;
(b) where required by the Methodology or the Registry, will contribute to and maintain a Buffer Pool of a size sufficient to cover the reasonably expected risk of Reversal Events across the Project; and
(c) on the occurrence of a Reversal Event affecting Eligible Units that have been transferred to or retired by the Buyer, will, at the Seller’s own cost and within a reasonable period:
(i) procure that the relevant Registry releases Buffer Pool Eligible Units to replace the affected volume; or
(ii) where the Buffer Pool is insufficient or unavailable, deliver Replacement Eligible Units of equivalent quality and Methodology (or, where these are not reasonably available, of the nearest available equivalent).
The Seller’s liability under this clause is subject to the limitations in clause 14 (Limitation of Liability), save that Reversal Events caused by the Seller’s Wilful Misconduct, fraud or material breach of the Methodology are not so limited.
The specific permanence, Buffer Pool and replacement obligations applicable to a particular Project may be supplemented or varied in the relevant Order Form to reflect Methodology-specific requirements.
This clause does not apply to Superpollutant Units representing the avoidance, reduction or destruction of emissions, save to the extent the relevant Order Form expressly specifies a Permanence Term, a Buffer Pool or a replacement obligation. Where the Order Form so specifies, this clause applies to those units as if they were Eligible Units. . Where the relevant Method depends on the continued operation of capture or destruction equipment, the Seller will operate and maintain that equipment, and monitor, report and verify its continued operation, as set out in the relevant Order Form.
10. SUCCESSOR METHODOLOGY
Where a Successor Methodology comes into effect during the term of any Order Form:
(a) the Methodology referenced in the relevant Order Form remains the contractual reference point for the Eligible Units ordered, except as varied by this clause;
(b) where the Registry or the relevant standards body permits Eligible Units to continue to be issued, verified, transferred or retired under the original Methodology, the Order Form will continue to operate on the original Methodology and no action is required;
(c) where the Registry or the relevant standards body requires Eligible Units to migrate to the Successor Methodology, the Supplier (and, where relevant, CUR8) will use commercially reasonable efforts to procure that the Eligible Units are issued, verified, transferred and retired under the Successor Methodology, and the relevant Order Form will be deemed to refer to the Successor Methodology with effect from the date specified by the Registry or standards body; and
(d) where the Successor Methodology has a material adverse effect on the Buyer’s ability to use or rely upon the Eligible Units purchased, the affected Party may notify the other Party and the Parties will negotiate in good faith to agree appropriate changes to the relevant Order Form. If agreement is not reached within 30 days of the notice, the affected Party may terminate the relevant Order Form, and:
(i) on termination by a Buyer, the Buyer will be entitled to a refund of any amounts paid in respect of Eligible Units not yet transferred; and
(ii) on termination by a Supplier, the Buyers payment obligations for Eligible Units not yet transferred will cease.
Nothing in this clause overrides clause 9 (Permanence and Reversal) or any Force Majeure provision.
11. INDEMNITY
Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other (the “Indemnified Party”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or in connection with:
(a) any breach of the representations, warranties, covenants, or agreements contained in the Applicable Terms;
(b) any negligent act or omission or Wilful Misconduct of the Indemnifying Party; or
(c) any finding that the Indemnifying Party has knowingly engaged in Greenwashing.
No Party is required to indemnify, defend or hold harmless the other in respect of any loss, claim or expense to the extent it arises from:
(i) any breach, negligence or Wilful Misconduct of the Indemnified Party;
(ii) the Indemnified Party’s instructions, data or content provided to the Indemnifying Party (including reliance by the Indemnifying Party on such instructions, data or content);
(iii) any failure of the Indemnified Party to mitigate its losses; or
(iv) any matter for which the Indemnified Party has already received indemnification or recovery from a third party.
12. SET-OFF
CUR8 may set off any sum due from any counterparty to CUR8 under any Applicable Term against any sum due from CUR8 to that counterparty under any Applicable Term. CUR8 will give written notice of any set-off applied.
No other Party may set off any sum due from CUR8 to that Party against any sum due from that Party to CUR8 without CUR8’s prior written consent.
The exercise of any set-off right does not constitute a waiver of any other rights or remedies, and does not preclude the pursuit of any outstanding amount in excess of the amount set off.
13. FORCE MAJEURE
Neither Party will be liable for any delay or failure to perform its obligations under the Applicable Terms to the extent that such delay or failure is caused by a Force Majeure Event.
If a Party (the “Affected Party”) is, or anticipates that it will be, prevented from performing an obligation under the Applicable Terms due to a Force Majeure Event (the “Affected Obligation”), it must promptly notify the other Party (the “Non-Affected Party”) with a written notice providing reasonable details of the Force Majeure Event.
The Affected Party is entitled to a reasonable extension of the time to perform the Affected Obligation(s) up to a maximum of 12 months, unless otherwise agreed (the “Extension Period”).
The Affected Party must promptly notify the other Party when the Force Majeure Event ceases to exist or is overcome. If the Affected Party remains unable to fulfil its obligations following expiry of the Extension Period, the Non-Affected Party may terminate any affected Applicable Terms.
Where a Party deems (acting reasonably) that a Change in Law or Change in Applicable Rules has a material impact on its ability to perform its obligations under the Applicable Terms (including by causing performance to be economically unviable), such Party will notify the other and the Parties will negotiate and agree the necessary changes to the Applicable Terms to ensure continued performance, provided that any amendments will substantially maintain the commercial terms and risk allocations that applied between the Parties before such a Change in Law or Change in Applicable Rules occurred. Where the Parties do not agree on the necessary changes within 1 month of the notice, either Party may terminate the affected Applicable Terms. Termination under this provision does not affect a Party’s accrued rights and obligations at the date of termination.
Payment carve-out. This clause does not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under the Applicable Terms unless the Force Majeure Event affects relevant banking infrastructure or systems used by the paying Party and there is no commercially reasonable alternative available.
14. LIMITATION OF LIABILITY
Neither Party (including anyone who works for each company) will be liable to the other for any loss of use, profits, interest, contracts, goodwill, market or economic opportunity, production, data or revenue or for increased cost of working or business interruption or any indirect, incidental or consequential loss whatsoever and howsoever caused whether foreseeable or not arising out of or relating to the Applicable Terms.
Nothing in the Applicable Terms will exclude or limit liability for any claim:
(a) for breach of clauses 6 (Representations and Warranties), 7 (Title and Environmental Attribute Defence), 15 (Confidentiality), 16 (Data Protection), 22 (Modern Slavery), 23 (Anti-Bribery and Corruption) and 24 (Responsible Business and Human Rights);
(b) for any infringement or misuse of the other Party’s Intellectual Property;
(c) for breach of any non-circumvent provisions of any Applicable Terms;
(d) for Reversal Events caused by Wilful Misconduct, fraud or material breach of the Methodology, as set out in clause 9 (Permanence and Reversal);
(e) on account of death or personal injury resulting from a Party’s negligence, Wilful Misconduct, fraud or fraudulent misrepresentation; or
(f) for any other liability that cannot be excluded or limited by law.
Subject to the carve-outs above, and to the maximum extent permitted by law, the Parties’ aggregate liability to each other arising from, under or in connection with any Applicable Terms is limited to:
(a) where the claim relates to a specific Order Form, the lower of (i) 100% of the Contract Price of that Order Form, and (ii) the aggregate fees paid to CUR8 in respect of that Order Form; or
(b) where the claim does not relate to a specific Order Form, the aggregate fees paid to CUR8 under the relevant Applicable Terms in the 12 months immediately preceding the date of the claim (or, if in the first year of those Applicable Terms, the fees paid up to the date of the claim).
15. CONFIDENTIALITY
“Confidential Information” in relation to the Party disclosing it (the “Discloser”) includes, but is not limited to, any names and contact details of customers and potential customers or suppliers and potential suppliers, marketing or business plans, expansion plans, business strategy, sales forecasts, pricing structures and sales promotions, research activities, ideas, computer programs, financial information, results and forecasts, details of employees, requirements, terms of trade and identity of suppliers and customers, any information in relation to which the Party owes a duty of confidentiality to any third party, and any other information any businessperson, acting reasonably, would recognise as likely to be commercially sensitive or confidential, whether designated as such or not. In respect of CUR8’s Confidential Information specifically, this includes Static Data and Dynamic Data.
Each of the Parties agrees that, as the Party receiving Confidential Information (the “Recipient”), it:
(a) will not, without the prior written consent of the other Party, disclose to any person, including to affiliates, subsidiaries, shareholders, or other group companies, Confidential Information it has or acquires;
(b) will not, without the prior written consent of the other Party, use any Confidential Information it has or acquires other than for the specific purpose of fulfilling its obligations or exercising its rights under the Applicable Terms (the “Purpose”); and
(c) will use commercially reasonable efforts to prevent the use or disclosure of Confidential Information by its employees, consultants, representatives or any other persons.
The confidentiality obligations do not apply to:
(a) any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of such Party or any of their respective representatives;
(b) any information disclosed by any Party to their respective bankers, financial advisers, consultants and legal or other advisers for the Purpose, under obligations of confidentiality no less onerous than those imposed by these Conditions (the “Permitted Recipients”);
(c) any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body; and
(d) any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal.
Where disclosure of Confidential Information is required pursuant to sub-clauses (c) or (d), the Party making the disclosure will, to the extent permitted by law, promptly inform the other Party of such required disclosure, consult with the other Party in advance as to the form, content and timing of the disclosure, and reasonably cooperate with the other Party to afford it the opportunity to resist disclosure or obtain a protective order or similar relief.
16. DATA PROTECTION
In order to negotiate and fulfil their obligations under the Applicable Terms, the Parties will exchange limited personal data, including the names and contact details of the employees, consultants and representatives involved in these transactions.
The Parties do not anticipate exchanging or disclosing any sensitive personal data and neither Party is processing personal data on behalf of the other Party.
Each Party will assist the other in complying with all applicable requirements of the Data Protection Act 2018, the EU General Data Protection Regulation (GDPR) and any other applicable legislation.
CUR8 will process any personal data received from you under the Applicable Terms in accordance with CUR8’s Privacy Policy at https://www.cur8.earth/legal/privacy-policy.
17. DATA LICENCE AND ANONYMISED OUTPUTS
The Data Provider grants CUR8 a non-exclusive, royalty-free, perpetual, worldwide licence to:
(a) use Buyer Data or Supplier Data (as applicable) (together, "Provider Data") to perform CUR8’s obligations under the Applicable Terms and to operate, maintain and improve the CUR8 Platform and the Services;
(b) generate Anonymised Outputs from Provider Data and to use, copy, modify, distribute and disclose those Anonymised Outputs for any lawful business purpose, including aggregated market intelligence, benchmarking, product development, marketing, research, data products and reporting to third parties; and
(c) include Provider Data within any reporting required by an applicable Registry, voluntary carbon market framework, regulator or other competent authority, where reasonably necessary in connection with the Services.
CUR8 will not, in any Anonymised Outputs, identify the Data Provider by name, brand, project name or any other identifying detail without the Data Provider’s prior written consent.
Personal data is governed by clause 16 (Data Protection) and not by this clause. Nothing in this clause derogates from the confidentiality obligations in clause 15 (Confidentiality) in respect of identifying Confidential Information.
18. SUBCONTRACTORS AND SUBPROCESSORS
CUR8 may engage subcontractors, agents and subprocessors (including Affiliates and third-party service providers) to perform any of its obligations under the Applicable Terms. CUR8 remains responsible for the performance of any such subcontractor, agent or subprocessor as if CUR8 were performing the relevant obligation itself.
CUR8 is not required to identify each subcontractor, agent or subprocessor, save that on reasonable written request CUR8 will disclose the identities of those subcontractors or subprocessors engaged in the processing of the requesting Party’s personal data, and the categories of services they provide.
19. AUDIT RIGHTS
This clause applies only where audit rights are expressly elected in an Order Form. Where elected:
(a) the Buyer may, on at least 10 Business Days’ written notice, conduct an audit of CUR8’s records reasonably necessary to verify CUR8’s performance of the relevant Order Form;
(b) audits may not be conducted more than once per calendar year, save where the Buyer has reasonable grounds to suspect a material breach of the Applicable Terms;
(c) audits are conducted during normal business hours, on a basis that does not unreasonably disrupt CUR8’s business or that of any other Customer;
(d) the auditor must be a reputable independent third party, must execute a confidentiality undertaking acceptable to CUR8, and may not be a Competitor;
(e) the audit is at the Buyer’s cost, save where the audit reveals a material breach by CUR8, in which case CUR8 will bear its own costs and the reasonable third-party costs of the audit; and
(f) the scope of the audit is limited to records reasonably necessary to verify CUR8s performance of the relevant Order Form, and excludes (i) CUR8s pricing arrangements with Suppliers; (ii) commercially sensitive information regarding other Customers; and (iii) any information CUR8 is contractually or legally restricted from disclosing.
20. ANTI-TRUST AND FAIR DEALING
The Parties acknowledge that the environmental credit market involves multiple Buyers and Suppliers that may compete with each other in connection with their wider businesses. Each Party will:
(a) exchange Confidential Information under the Applicable Terms only on a need-to-know basis;
(b) use Confidential Information received under the Applicable Terms solely for the Purpose;
(c) not use any Confidential Information received under the Applicable Terms to coordinate market behaviour, fix prices, allocate customers or territories, or otherwise act in breach of applicable competition or anti-trust law; and
(d) implement reasonable information barriers where necessary to prevent the misuse of Confidential Information.
21. INSURANCE
CUR8 maintains, with reputable insurers, the following insurance cover during the Engagement:
(a) professional indemnity insurance with a limit of indemnity of not less than £2 million per claim;
(b) public liability insurance with a limit of indemnity of not less than £5 million per claim; and
(c) cyber liability insurance with a limit of indemnity of not less than £2 million per claim.
Certificates of insurance are available to any Customer on reasonable written request. CUR8 will give prompt written notice of any material reduction in cover during the Engagement.
No Party is required to add any other Party as a named insured under any of its insurance policies.
22. MODERN SLAVERY
Each Party will, and will procure that its directors, employees, agents, representatives, contractors or sub-contractors will, comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.
Each Party will maintain throughout the Engagement its own policies and procedures to ensure its compliance.
Breach of this clause entitles the non-breaching Party to terminate the Applicable Terms by written notice with immediate effect.
23. ANTI-BRIBERY AND CORRUPTION
Each Party warrants that it has, and undertakes that it will, comply with all applicable international, national, state, regional, and local anti-bribery and anti-corruption legislation (including the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010) (the “Anti-Corruption Laws”), and in particular, that:
(a) it has a compliant anti-bribery and corruption policy which is notified and available to all of its employees;
(b) it has in place adequate due diligence procedures to ensure all suppliers are legitimate, compliant with all Applicable Laws including Anti-Corruption Laws, and are not connected to any politically exposed person;
(c) all of its contracts with its suppliers include terms requiring compliance with all Applicable Laws;
(d) it has not made or offered, and will not make or offer, with respect to matters that are the subject of the Applicable Terms, any payment, gift, promise or other advantage (whether directly or through intermediaries) to or for the use of any public official, where such payment, gift, promise or advantage would violate the Anti-Corruption Laws; and
(e) it is not aware of, and will promptly disclose to the other Party in writing, any instance of its employees or suppliers soliciting, receiving from or offering to any third party any bribe or other benefit in connection with its performance of the Applicable Terms.
24. RESPONSIBLE BUSINESS AND HUMAN RIGHTS
In addition to its obligations under clause 22 (Modern Slavery) and clause 23 (Anti-Bribery and Corruption), each Party undertakes to:
(a) conduct its business in accordance with internationally recognised human rights standards, including the UN Guiding Principles on Business and Human Rights, throughout the Engagement;
(b) maintain reasonable due diligence procedures across its own operations and its material supply chain to identify and address actual and potential adverse human rights impacts;
(c) where a Project involves land, water or natural resources that are used, occupied or claimed by indigenous peoples or local communities, ensure that the Project has been developed and is operated with their free, prior and informed consent in accordance with applicable international standards and, where required, applicable law;
(d) maintain or participate in a grievance mechanism that is accessible to workers, affected communities and other stakeholders, and that provides for the confidential and timely investigation and resolution of complaints; and
(e) on reasonable written request from the other Party (no more than once per calendar year unless triggered by a credible specific concern), provide a written summary of its compliance with this clause, including any material grievances received and the steps taken to resolve them.
A material breach of this clause that is not remedied within 30 days of written notice entitles the non-breaching Party to terminate the Applicable Terms by written notice.
25. INSOLVENCY
Ongoing Insolvency
If an Ongoing Insolvency Event occurs in respect to either Party, the Parties agree to work together in good faith to honour the Applicable Terms, in cooperation with the management and/or any person appointed to manage the company’s assets, as relevant.
Final Insolvency
The following Final Insolvency section applies to any Order Form that has been executed, but in respect of which all Verified Units have not yet been delivered.
Each Party agrees to notify the other within 7 days if any Final Insolvency Event becomes reasonably likely.
Immediately prior to a Final Insolvency Event affecting CUR8, the Parties agree that:
(a) each relevant Supplier Order Form (to which the terms of the MPA will be deemed to be incorporated by reference) will be novated from CUR8 to the Buyer, such that the Buyer receives the benefit (i.e. delivery of all outstanding Verified Units), and the burden (i.e. the obligation to make any outstanding payment) and is entitled to exercise the rights and perform the obligations of CUR8 as if the Buyer were the original party; and
(b) CUR8 and the Buyer will enter into a termination agreement under which the terms of the MSA and all associated Buyer Order Forms are terminated, subject to the Buyer agreeing, to the extent the Eligible Units have not yet been fully paid for, to make a payment to CUR8 on delivery of the Eligible Units of all amounts agreed as payable to CUR8 under the related Buyer Order Form, less: (i) the amount payable to the Supplier in respect of any undelivered Eligible Units under the relevant Buyer Order Form(s); and (ii) any amounts already paid.
Immediately prior to a Final Insolvency Event affecting a Supplier, the Parties agree, to the extent that delivery of the affected Eligible Units is performed by a Project Owner on the Suppliers behalf, that:
(a) each relevant Supplier Order Form (to which the terms of the MPA will be deemed to be incorporated by reference) will be novated from the Supplier to the relevant Project Owner, such that the Project Owner receives the benefit (i.e. payment for all outstanding Eligible Units), and performs the burden (i.e. the obligation to deliver the Eligible Units) of the Supplier Order Form, and is entitled to exercise the rights and perform the obligations of the Supplier as if the Project Owner were the original party; and
(b) CUR8 and the Supplier will enter into a termination agreement under which the terms of the MPA are terminated, subject to CUR8 agreeing, to the extent the Eligible Units have not yet been fully paid for, to make a payment to the Supplier on delivery of the Eligible Units of all amounts agreed as payable to the Supplier under the relevant Supplier Order Form, less: (i) the amount payable to the Project Owner in respect of any undelivered Eligible Units; and (ii) any amounts already paid.
The Parties agree to do any and all such things as may be reasonably necessary to transfer any affected Order Form and ensure that the termination of any Applicable Terms under this clause is valid, enforceable and binding.
Enforceability
This clause represents the intentions of the Parties, and their desire to ensure the continuity of the carbon asset transactions, for the benefit of the environment as a whole, irrespective of the insolvency of CUR8. However, the Parties acknowledge that it will remain subject, in all cases, to any Applicable Law governing the disposal of assets or the management of a business in insolvency, including but not limited to the Insolvency Act 1986, the Insolvency Rules 2016, the Enterprise Act 2002 and the Corporate Insolvency and Governance Act 2020 and may or may not be enforceable in the circumstances.
26. ASSIGNMENT AND CHANGE OF CONTROL
Assignment by CUR8. CUR8 may assign, novate or otherwise transfer any of its rights or obligations under any Applicable Term: (i) to any Affiliate; or (ii) to a successor in title in connection with a merger, consolidation, reorganisation or sale of all or substantially all of CUR8’s assets or business, in each case on written notice to the other Party.
Assignment by other Parties. No other Party may assign, novate or otherwise transfer any of its rights or obligations under any Applicable Term without CUR8’s prior written consent (not to be unreasonably withheld). Any purported assignment in breach of this clause is void.
Change of control. CUR8 may terminate any Applicable Term with immediate effect on written notice if any other Party undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010) to (a) a Competitor; or (b) a Sanctioned Person.
27. SURVIVAL
Termination or expiry of any Applicable Term does not affect any provision that is expressed to survive, or which by its nature is intended to survive, termination or expiry. Without limitation, the following clauses survive termination or expiry of any Applicable Term:
(a) clause 1 (Definitions), to the extent necessary to interpret any other surviving clause;
(b) clause 2 (Order of Precedence);
(c) clauses 6 (Representations and Warranties), 7 (Title and Environmental Attribute Defence), 11 (Indemnity), 12 (Set-off) and 14 (Limitation of Liability), in each case in respect of breaches or claims arising prior to termination;
(d) clauses 8 (Delivery Failure Framework) and 9 (Permanence and Reversal), in respect of any Delivery Failure or Reversal Event occurring prior to termination or, in the case of clause 9, during the Permanence Term;
(e) clauses 5 (Intellectual Property), 15 (Confidentiality), 16 (Data Protection), 17 (Data Licence and Anonymised Outputs), 20 (Anti-trust and Fair Dealing), 22 (Modern Slavery), 23 (Anti-Bribery and Corruption) and 24 (Responsible Business and Human Rights);
(f) clause 25 (Insolvency); and
(g) clauses 28 (General), 29 (Notices), 30 (Law and Jurisdiction) and 31 (Dispute Resolution).
28. GENERAL
You represent and warrant that (i) you have full legal authority to bind the Customer to these Conditions and any Applicable Terms; and (ii) you agree to these Conditions on behalf of such Customer.
All amounts payable by any Party under the Applicable Terms are exclusive of any applicable value added taxes (VAT) or sales taxes in any jurisdiction. These taxes may be charged in relation to the supplies for which these amounts are considered as whole or partial payment.
CUR8 may vary these Conditions and any of the Applicable Terms by notice. To the extent that such changes have a material adverse effect on your rights or financial obligations thereunder, they will not take effect unless and until you have provided your express consent. "Material adverse effect" means a change that materially reduces your rights or materially increases your financial obligations, judged objectively against the position immediately prior to the change.
The Applicable Terms represent the entire agreement between the Parties regarding the relevant sale and purchase and supersede anything previously said, done or implied which adds to or conflicts with the Applicable Terms.
Nothing in the Applicable Terms is deemed to constitute a partnership or joint venture between the Parties or constitute any Party the agent of the other for any purpose.
If a provision of the Applicable Terms is held to be void, invalid, illegal or unenforceable, that provision is to be construed as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from the Applicable Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions of the Applicable Terms.
Waiver. No failure or delay by any Party in exercising any right or remedy under any Applicable Term operates as a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy precludes any further exercise of that or any other right or remedy.
Cumulative remedies. The rights and remedies of the Parties under the Applicable Terms are cumulative and not exclusive of any rights or remedies provided by law.
Counterparts and electronic execution. The Applicable Terms may be executed in counterparts, each of which when executed constitutes an original, and all counterparts together constitute one and the same instrument. Execution by electronic signature (including via DocuSign or equivalent) has the same effect as execution by manuscript signature.
The Parties agree that time is not of the essence in any Applicable Terms.
Each Party will bear its own costs and expenses in connection with the preparation, negotiation and entering into of the Applicable Terms.
The Applicable Terms do not confer any rights on any person or party (other than the Parties to the Applicable Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
29. NOTICES
Any notice or other communication is valid if sent to the email address last notified to the other Party, unless postal notice is required by law, and notice is deemed to have been received as follows:
(a) if sent by email before 17:00 (recipient’s local time) on a Business Day, on the date of dispatch; if sent by email after 17:00 (recipient’s local time) or on a day that is not a Business Day, at 09:00 (recipient’s local time) on the next Business Day;
(b) if sent by personal delivery, upon delivery at the address of the relevant Party; and
(c) if sent by registered post, two Business Days after the date of posting.
A Party may notify the other Parties of a change to its name, address or email address for the purpose of this clause and such change is effective immediately upon receipt of the notification unless otherwise specified therein.
30. LAW AND JURISDICTION
The Applicable Terms and all disputes and claims (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and construed in accordance with the law of England and Wales.
31. DISPUTE RESOLUTION
A Party may not commence court proceedings relating to any dispute, disagreement or claim arising from or in connection with the Applicable Terms (including any question regarding its existence, validity or termination) (a “Dispute”) without first meeting with a senior representative of the other Party to seek, in good faith, to resolve the Dispute.
Any disputes arising out of or in connection with the Applicable Terms will be referred to and finally resolved by arbitration pursuant to the Arbitration Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference in this clause. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be London. The language of the arbitration will be English. This arbitration agreement is governed by and construed in accordance with the laws of England and Wales.