This Platform Purchase Agreement applies to all users of Klimate's platform.
This
Platform Purchase Agreement
is concluded on the day of you, the User’s placement of an Order with
Klimate ApS
Business reg. no. (CVR) 41057165
Hauser Plads 30 a, st.
1127 Copenhagen
Denmark
(“Klimate" or “we”)
(hereinafter referred to individually as a "Party" and together as the "Parties")
1.1. In this Agreement, the words and expressions have the meanings stated in section 2, unless the context requires otherwise. Where the context so requires, any defined term in the singular shall include the plural, and vice versa.
1.2. All Credit purchases are performed through the Platform. The User’s use of the Platform is subject to the Platform Terms & Conditions which the User has accepted upon creation of the User’s account.
Definitions
“Agreement”
means this Platform Purchase Agreement
“Allocation”
means when a Credit has been Transferred by Klimate to the User, which is reflected in the Platform, and "Allocate" and "Allocated" shall be construed accordingly.
“Carbon Dioxide Removal Label”
means a Carbon Standard Label, if applicable, that is applied to the GHG Removal's unique Identification code by the relevant Carbon Standard Body and displayed in the relevant Registry, indicating that the unit is a GHG Removal.
“Carbon Standard Body”
means the entity which establishes, develops and administrates the Carbon Standard Rules.
"Carbon Standard Label”
means, in respect of a GHG Removal, any label or tag which is applied to the GHG Removal's unique identification code by the relevant Carbon Standard Body and displayed in the relevant Registry, indicating that the GHG Removal (or the underlying project) has met the relevant Labelling Requirements for a given market or a certification scheme.
“Carbon Standard Rules”
means all rules, terms of use, guidance documents, decisions, procedures and similar published by the Carbon Standard Body.
“Contracted”
means the status in the Klimate Platform for an Ordered Credit that has been Allocated by Klimate to the User, representing a forward purchase of either the Ordered Credit or a Credit of Material Similar Quality that Klimate has entered into with the Supplier, for a future delivery of the Credit upon Issuance by the Carbon Standard Body.
“Credit”
means a unit issued by and held in the Carbon Standard Registry representing the right of the User in whose account the unit is recorded to claim the achievement of a GHG Removal in an amount of one (1) metric tonne of CO₂, together with the Environmental Benefits associated with the GHG Removal, that has been verified by a validation and/or verification body in accordance with the Carbon Standard Rules.
“Delivery”
means the status in the Platform for a Credit that has been Allocated by Klimate to the User, representing a Credit that has been Issued by the Carbon Standard Body and Delivered to Klimate, and “Delivered” shall be construed accordingly.
“Environmental Benefits”
means all legal and equitable right, title, interest attributes, characteristics and other benefits arising from or associated with (i) protection, conservation or enhancement of the environment and / or biodiversity; (ii) GHG Removals; (iii) the achievement of any sustainable development outcomes; or (iv) any other legal and equitable right, title, interest or benefit relating to the environmental benefits being underpinned or evidenced by a VCC.
“Forward”
means the status of a Credit, which has been Allocated to the User’s account on the Platform but not yet Delivered by Supplier
“GHG Removals”
means the anthropogenic activity involving the removal of GHG from the atmosphere and durably storing it in geological, terrestrial, ocean reservoirs, or in products.
“Greenhouse Gas” or “GHG”
means any of the following gases:
a) carbon dioxide (CO₂);
b) methane (CH4);
c) nitrous oxide (N2O);
d) hydrofluorocarbons (HFCs);
e) perfluorocarbons (PFCs); or
f) sulphur hexafluoride (SF6).
“Issue”
means the issuance of a Credit by the Carbon Standard Body into the Carbon Standard Registry, in accordance with the Carbon Standard Rules, and "Issuance", "Issued" and "Issuing" shall be construed accordingly.
“Material Similar Quality”
means same Methodology; and same Geographic Region; and Interchangeable Carbon Standard Body; and same or earlier Vintage Year.
“Methodology”
means a methodology approved by the Carbon Standard Body for determining the GHG Removal achieved by a certain activity.
“Order Value”
means the total value of the User’s Order including the price of the Credits and Klimate’s service fee
“Order”
means the order placed by the User requesting the Procurement Service by Klimate
“Platform Terms & Conditions”
means the separate terms & conditions regulating the use of the Platform
“Platform”
means the digital online platform operated by Klimate, reflecting the beneficial ownership of Credits by various clients of Klimate, including a reflection of any volumes of Credits that have been Retired for the User or users as ultimate beneficial owners of the Credits, in the respective Registry.
“Portfolio”
means a collection of Projects displayed on the Platform
“Procurement Service”
means the service provided by Klimate to the User to procure and Allocate the requested volume of Credits as stipulated in the Order.
“Projects”
means a project which Credits shall be procured from, as specified in the Order.
"Registry" or "Carbon Standard Registry"
means an operational and secure electronic system approved, authorised or recognised by the Carbon Standard Body that allows for, amongst other things, the Issuance, Delivering, Holding, Retirement, and/or Cancelling of Credits in accordance with the Carbon Standard Rules.
“Replacement Credit Invoice”
means the invoice issued by Klimate to the User for the cost of procuring Replacement Credits.
“Replacement Credit”
means Credits which are of Materially Similar Quality as Credits, which are offered by Klimate to the User as replacement for Order Credits.
“Replacement Forward Credit“
means a Replacement Credit which is offered by Klimate to the User as replacement of Ordered Credits with a Forward status due to the failure to deliver by the Supplier.
“Retired”
means the status in the Klimate Platform for a Credit that has been Allocated by Klimate to the User that Klimate has Retired, based on the instructions provided by the User.
“Supplier”
means the companies and/or organisation from which Klimate purchases Credit.
“Transfer”
means the transfer of the beneficial ownership of the Credit from Klimate to the User, as reflected in the depositing of the Credits in the User’s account on the Platform. For the avoidance of doubt, legal title of the Credits remains with Klimate in the relevant Registry, held for an on behalf of the User.
“Vintage”
means the calendar year in which the VCCs are generated by a project (meaning the calendar year in which Carbon Removals (and/or other Environmental Attributes, if applicable) achieved by a project have been performed (or, in the case of other Environmental Attributes, not so achieved) according to the applicable baseline.
"Certificate"
means an electronic document documenting that a certain amount of CO₂ has been or will be removed from the atmosphere by the Client's purchase of Credit.
"Force Majeure"
means a circumstance that is (i) beyond the control of the Party concerned and (ii) whose effects said Party could not reasonably have prevented or over-come, including but not limited to war, civil war, riot, political unrest, public restrictions, regulatory orders, import or export prohibition or other public intervention, natural disasters, vandalism, theft, failing energy supply, breakdown of communication lines, seizure of funds, industrial disputes, lockouts and strikes, disease outbreak, epidemics, pandemics, or acts of God.
"Terms"
means the Agreement and the general Platform Terms & Conditions
2.1. Through the Platform, Klimate offers the Procurement Service to the User for the procurement and allocation of voluntary carbon credits based on the User’s order of Credits via the Platform.
2.2. The purpose of this Agreement is to set out the terms and conditions for the User’s purchase of Klimate’s Procurement Service for the procurement of Credits and contains rights and obligations for both Parties. For the avoidance of doubt, Klimate does not directly sell Credits through the Platform but only acts as a broker between the User and Klimate’s Suppliers.
2.3. All Credits and Projects displayed on the Platform are presented solely for informational purposes and shall be considered as invitations to treat, and not as binding offers by Klimate. No contractual obligation shall arise in respect of any displayed Credits, Projects or Portfolios unless and until Klimate has expressly accepted an Order submitted by the User via the Platform in accordance with this Agreement.
3.1. The final price for each Portfolio or Credit purchase is based on the Projects from which Klimate purchases the Credits, the distribution of these and a service fee which Klimate charges on all Orders. The size of the service fee may vary, i.a., depending on the total value of the Order, types of Projects in the purchased Portfolio, etc. Klimate’s fee is not included in the prices displayed on the Platform. The full cost, including fees, will be displayed to the User prior to Order confirmation and payment.
3.2. When accepting an Order, the User is committing to a price per ton, the service fee, and a total volume of removal as ordered via the Platform.
3.3. All prices listed on the Platform are listed in EUR and are exclusive VAT.
4.1. Via the Platform, the User may purchase Credits, either from individual Projects or as Portfolios.
4.2. Upon the completion and payment of an Order, Klimate will initiate the Procurement Service for the Credits specified in the Order. Provided that Klimate is able to procure the Credits specified in the Order, Klimate will allocate the Credits to the User’s account on the Platform. Once Allocated, the Credit will display the status “Contracted”. Once the Credit has been Delivered by the Supplier, the status of the Credit will change from “Contracted” to “Delivered” in the User’s account on the Platform.
4.3. In the event Klimate is unable to procure one or more Credits as requested in the User’s Order, Klimate may unilaterally and at its own discretion, change the specific composition of the Order to include alternative available Projects (Replacement Credit). When exercising its right to choose Replacement Credits, Klimate is obligated to choose projects of a Material Similar Quality maintaining the same monetary value as the original Order Value.
4.4. Klimate’s delivery obligations under this Agreement shall be discharged when a Credit is Allocated to the User’s account in the Platform. Upon Allocation, the risk of loss related to the Credits, or any portion thereof, shall be transferred to the User.
4.5. Shortfall Forward Credits
4.6. For all Credits described in this section 5, Klimate shall procure and allocate the Credit with good title and free from all encumbrances for the User. Notwithstanding section 5.5.3, the User agrees to accept the Allocation of the Credits in accordance with this Agreement.
5.1. When the User has used a Credit to offset a certain amount of emissions, the Credit in question must be Retired. Once a Credit is Retired, the Credit can no longer be sold, traded or otherwise used for offsetting purposes. Retired Credits are logged in the Carbon Standard Body’s registry in accordance with the Carbon Standard Rules, where they are marked as used by the User. A retired Credit will be reflected in the Platform as a status of the Credit, meaning that the Credit has been Allocated and Retired.
5.2. Upon delivery of Credits by Klimate, tThe User is responsible for informing Klimate of the time when the User wishes Klimate to carry out the Retirement of a Credit in the User’s account. Such instructionformation is givenprovided by the User throughvia the Platform by clicking the “lock for retirement” button and . The User must providinge Klimate with the details of the retirement, including the intended beneficiary, meaning the legal entity on whose behalf the Credit is rRetired, and the purpose of the Retirement. Upon a request for Retirement by the User, Klimate willshall carry out the Retirement of the Credit(s) purchased on the User's behalf, in accordance with the Carbon Standard Rules.
5.3. The Retirement shall be considered complete when the Carbon Standard Registry has taken the necessary steps to change the status of the Credit to Retired and reflected this in Klimate’s account in the Registry, in accordance with the Carbon Standard Rules. All Retirements are final and non-reversible.
6.1. By clicking "Order", and accepting the Terms you place a binding order for the Credits specified in the Order. Once Klimate has received payment for the Order via the invoice ,Klimate will send you an order confirmation to the email(s) associated with your Platform account and initiate the Procurement Service for the Ordered Credits.
6.2. Any late payments will be subject to an interest payment in accordance with the Danish Interest Act.
7.1. For each Credit Delivered, Klimate will provide a Certificate to the User’s account on the Platform to certify that the purchased Credit has been Delivered.
7.2. Depending on the type of Credit, the purchase of the Credit may be visible in third-party registries. In such cases, Klimate will provide the User with a copy of such registriers (in the form of a document or the like, as applicable) on the Platform.
8.1. Klimate warrants that under the terms of the Agreement:
9.1. This Agreement will become effective upon the User’s placement of an Order in accordance with this Agreement’s section 7.1 and shall remain in force until the Parties have fulfilled their respective obligations under the Agreement, including full payment and Delivery of the Credits.
9.2. Notwithstanding subsection 10.1, either Party may terminate this Agreement with immediate effect in the event of material breach by the other Party, including but not limited to:
9.3. In the event of expiration following fulfilment of the Parties’ obligations under section 10.1 as well as termination, the User will maintain access to the Platform in accordance with the Platform Terms and Conditions.
10.1. Unless otherwise expressly provided in the Agreement, the Parties are only entitled to damages in respect of any direct loss, damages, award, judgement, settlement, fine, penalty, charge, tax, or other liability, and reasonable and properly incurred expense, legal or other fees. Under no circumstances, will either Party be liable for any losses relating to contract, torts, and otherwise for any (i) indirect, special or consequential damage or loss of whatsoever nature and (ii) loss of profit (direct or indirect), loss of revenue, loss of goodwill, loss of data and loss of reputation.
10.2. A Party's aggregated liability in connection with this Agreement shall under no circumstances exceed the total value of the individual Order.
10.3. Nothing in this Agreement will exclude or limit either Party's liability for (i) any breach of this Agreement caused by gross negligence, wilful or intentional misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) where liability cannot be excluded or limited as a matter of laws, orders, regulations and other rules.
10.4. Without limiting this clause 11, in no event shall Klimate be liable to the User for any losses, including losses under section 11.1, claims, expenses or damages arising out of or relating to the User's use of, or statements regarding the Credits delivered by Klimate, including without limitation claims arising out of or relating to ESG claims. Klimate makes no guarantee that, by purchasing the Credit, the User will be in compliance with any applicable laws, including those relating to mandatory or voluntary Greenhouse Gas emission reduction programmes, climate commitments, carbon neutrality or any other environmental, social and governance commitment of any kind. Under no circumstances shall Klimate have any liability with respect to the foregoing and the User is solely responsible for ensuring that its use or communication of any purchased Credit aligns with applicable legal or regulatory ESG requirements.
11.1. Both Parties acknowledge and agree that, during the Term of this Agreement and for a period of two (2) years following its termination, each Party shall maintain strict confidentiality regarding any and all information, data, documents, methodologies, trade secrets, pricing details, and any other proprietary information ("Confidential Information") disclosed by one Party to the other.
11.2. Confidential Information shall not be disclosed, copied, or used for any purpose other than the performance of obligations under this Agreement. Each Party shall take all reasonable measures to prevent unauthorised disclosure or use of the Confidential Information, including but not limited to restricting access to such information to employees, contractors, or agents who have a legitimate need to know such information for the purposes of this Agreement.
11.3. The obligations of confidentiality under this clause shall not apply to information that is:
11.4. Any breach of this non-disclosure provision may result in irreparable harm for which monetary damages may be an inadequate remedy. In the event of a breach, the non-breaching Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
11.5. A Party may disclose Confidential Information to the extent required by applicable law and/or any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, the rules of any listing authority or stock exchange on which its shares or the shares of any member of the User’s group are listed, or the laws or regulations of any country to which its affairs are subject.
12.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused, directly or indirectly, by Force Majeure affecting the Party for the duration of such event of Force Majeure. In the event of a Force Majeure that lasts more than one-hundred and twenty (120) days, each Party may terminate the Agreement. Upon such termination, each Party shall be relieved from its remaining respective obligations without liability and Klimate shall refund the User any amounts that have been paid to Klimate but have not been used to purchase Suitable Credit.
12.2. Klimate shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused, directly or indirectly, by a Force Majeure situation affecting Klimate's or its Supplier for the duration of such event of Force Majeure. In the event of a Force Majeure situation affecting Klimate or its Supplier that lasts more than one-hundred and twenty (120) days, Clause 13.1 shall apply to Credit not yet purchased, and for any amount of Credit purchased but not Delivered due to such Force Majeure situation, Klimate will make a reasonable effort to obtain a refund from the Supplier affected by the Force Majeure situation on behalf of the User, and use any such recovered funds to acquire Replacement Credit equal to the quantities that could not be Delivered.
13.1. The Terms includes the entire understanding between the Parties.
13.2. This Agreement shall be binding upon the Parties and their respective heirs, executors, administrators, successors, assigns and personal representatives.
13.3. Neither Party may directly or indirectly assign, novate or otherwise transfer this Agreement to any third party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
13.4. For the purposes of this Agreement and notwithstanding any cross-reference or relationship to the Platform Terms and Conditions, each capitalised term shall have the meaning ascribed to it in this Agreement only, and shall not be interpreted by reference to any definition contained in the Platform Terms and Conditions, even where the same term is defined therein with similar or differing wording, unless the context expressly requires otherwise.
13.5. For the avoidance of doubt, and without limiting clause 1.3 of this Agreement, in the event of any discrepancies or inconsistencies between a defined term in this Agreement and any similar or identically named term in the Platform Terms and Conditions, the definition in this Agreement shall apply for purposes of this Agreement exclusively, and shall not be construed to incorporate or adopt any definition, scope or interpretation found in the Platform Terms and Conditions.
13.6. Klimate may update and change its standard platform purchase agreement from time to time. Notwithstanding such updates, the version of the platform purchase agreement that applies to a specific Order (i.e. the Agreement) shall be the version in force and accepted by the User at the time of the Order. Any subsequent changes by Klimate to its platform purchase agreement shall not apply retroactively to Orders already completed. For the avoidance of doubt, the User’s acceptance of the platform purchase agreement at the time of each purchase shall constitute a separate agreement governed by the version of the platform purchase agreement then in effect.
13.7. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
14.1. This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Denmark.
14.2. Any dispute arising out of or relating to this Agreement shall be finally settled in accordance with the Rules of Procedure of the Danish Court of Arbitration.
14.3. The arbitral tribunal consists of three members.
14.4. Each Party shall nominate one co-arbitrator. If a Party fails to nominate a co-arbitrator, such co-arbitrator shall be selected by the appointing committee. The co-arbitrators shall jointly nominate the president of the arbitral tribunal within twenty-one (21) days after being requested to do. Each co-arbitrator nominated by or appointed on behalf of a Party may consult with such Party regarding the selection of the president. If the co-arbitrators do not nominate the president within the abovementioned twenty-one (21) days' time period, the appointing committee shall select and appoint the president.
14.5.The seat of the tribunal is Copenhagen.
14.6. The language of the arbitral proceedings is English.