Terms and Conditions

These Terms and Conditions govern all services offered by Carbonaa SA, including carbon offset integration, carbon footprint assessment, widget services, and API access for e-commerce platforms. Carbonaa provides services via SaaS platform, APIs, and third-party integrations.

Engines are provided exclusively to business entities, entrepreneurs, legal entities under public law, and special funds under public law. These terms do not apply to individual consumers.

Online contracts finalized through our platform or software installation are subject to these Terms. By using our services, merchants unconditionally agree to these Terms.

No Environmental Certification: Carbonaa SA does not provide environmental certification, regulatory approval, or legally binding claims of carbon neutrality. Any environmental claims made by merchants using Carbonaa services remain their sole responsibility. Merchants are solely responsible for ensuring their environmental claims comply with applicable regulations, including the EU Green Claims Directive and FTC Green Guides.

No Reliance: Merchants acknowledge that Carbonaa outputs are one of multiple inputs and should not be relied upon as the sole basis for decisions. Engines are not designed for real-time critical decision-making systems.

Client Data Ownership: Merchants retain ownership of their underlying business data submitted to the platform.

Merchants are solely responsible for the accuracy, completeness, and reliability of all data provided to Carbonaa SA, including data collected through automated or AI-assisted processes configured by the merchant, PDF reports, file uploads, manual entries, and demo data used during onboarding.

Carbonaa SA does not independently validate or audit the accuracy of merchant-provided data. All carbon calculations and assessments are based exclusively on merchant-supplied information.

Carbon Calculation Disclaimer: Carbon calculations are estimates based on available data and methodologies and may vary depending on assumptions and data quality. Data processing and reporting may be subject to delays or timing discrepancies.

Merchants warrant that all data is true, accurate, and complies with applicable environmental regulations. Carbonaa SA is not liable, to the extent permitted by applicable law, for errors, miscalculations, or regulatory non-compliance resulting from incorrect or incomplete data.

Carbonaa integrates with ClimateTrade, a global carbon marketplace, to retire verified carbon credits on the Verra Registry. When you purchase carbon credits through Carbonaa:

• You pay the carbon acquisition cost for the quantity purchased. Carbonaa does not add a markup to the acquisition cost.
• ClimateTrade immediately retires the credits on your behalf on the Verra Registry.
• You receive a retirement certificate as proof of cancellation.
• Retirement is permanent and cannot be reversed under any circumstances.

Carbonaa does not guarantee the environmental effectiveness, permanence, or additionality of any offset project. You acknowledge that carbon offsetting is a voluntary environmental action and not a substitute for reducing your own emissions.

Merchants may use demo or sample data during onboarding for testing and evaluation purposes. Demo data is clearly marked and does not represent real carbon offset commitments.

Before activating live services, merchants must replace all demo data with accurate, confirmed production data. Failure to do so may result in incorrect carbon offset calculations and client-facing discrepancies.

Carbonaa SA provides tools to transition from demo to production mode, but merchants bear full responsibility for ensuring data accuracy during this transition.

Carbonaa SA facilitates carbon offset purchases through third-party providers (currently ClimateTrade). Offset projects are provided by third-party partners that represent them as certified under applicable standards. Carbonaa SA does not own or directly operate offset projects and does not independently audit their certifications.

No Guarantee of Offset Effectiveness: Carbonaa SA does not guarantee the environmental impact, permanence, or effectiveness of any carbon offset project. Merchants and end customers acknowledge inherent limitations of carbon offsets, including additionality questions and permanence risks.

Merchants set offset pricing for their customers. Carbonaa SA does not interfere with pricing but may provide market-based recommendations.

Offset certificates are issued by partner providers (e.g., ClimateTrade) and made available to end customers through the Carbonaa platform.

Third-Party Dependencies: Carbonaa SA relies on third-party providers for offset services, payments, and data inputs and does not guarantee their performance or continued availability.

Merchant Carbon Capacity Purchases: Merchants purchase prepaid carbon capacity from Carbonaa. The purchase price reflects the actual carbon acquisition cost at the prevailing market rate from our carbon credit provider. Carbonaa does not add a markup to the carbon acquisition cost — the merchant pays the acquisition cost directly. Carbonaa earns its margin exclusively on the sell side (see Revenue Share and Usage Billing below).

Customer Offset Pricing: When a merchant's end customer voluntarily opts in to carbon offsetting at checkout, the customer pays a per-tonne price for the carbon quantity of their order. The price per tonne is calculated by Carbonaa's pricing engine based on the carbon acquisition cost, platform costs, and a target net margin. The customer sees the exact offset price before opting in. The offset price scales with the carbon quantity of the order — there is no flat or fixed offset fee.

Revenue Share: When end customers opt in and pay for offsets, the merchant receives a revenue share of the distributable margin. The distributable margin is the customer's offset payment minus the carbon acquisition cost, payment processing costs, and platform costs. The revenue share does not apply to the carbon acquisition principal, the customer's total order value, or Carbonaa's costs. Current revenue share rates by merchant certification tier are:

• • Bronze: 8% of the distributable margin
• • Silver: 9.5% of the distributable margin
• • Gold: 12% of the distributable margin
• • Platinum: 12% of the distributable margin

Carbonaa Margin Collection (Shopify Merchants): For Shopify merchants, Carbonaa collects its sell-side margin via Shopify's usage-based billing system. Each customer opt-in offset triggers a usage charge to the merchant's Shopify account equal to Carbonaa's pre-tax profit on that transaction. This is a real billing charge processed by Shopify — it is not a ledger entry. The merchant's revenue share is accumulated and paid out periodically.

Principal Recovery: When end customers consume a merchant's prepaid carbon capacity, the carbon acquisition cost attributable to the consumed quantity is progressively recognized as principal recovery. This is an accounting recognition that the merchant's prepaid cost was recovered through customer payments — it is not a cash refund, cashback, or rebate from Carbonaa to the merchant. The merchant's principal is recovered through the commercial value flow as customers pay for offsets.

Non-Refundable Carbon Capacity: Purchased carbon capacity is non-refundable. Once carbon credits are retired through our provider, the retirement is permanent and irreversible. Carbonaa does not refund unused carbon capacity, return unspent prepaid amounts, or reverse completed retirements. Legitimate payment corrections may be processed where required for duplicate payments, technical payment failures, or payment-processing errors — these are payment corrections, not refunds of carbon capacity, and do not reverse any retirement that has already occurred.

Pricing Changes: Carbonaa SA reserves the right to adjust the target net margin, revenue share rates, and platform cost allocations according to market conditions, operational costs, and regulatory requirements. Any changes to revenue share rates will be communicated to merchants with at least 30 days advance notice. Continued use of the platform after the notice period constitutes acceptance of the updated terms. Merchants may terminate if they do not agree with the changes.

Payment Processing: Merchant capacity purchases are processed through Shopify Billing in the merchant's billing currency. Customer offset opt-in payments are processed through the merchant's Shopify checkout. Carbonaa SA does not act as a financial intermediary or custodian of client funds.

Chargebacks & Payment Disputes: Merchants are responsible for handling chargebacks and payment disputes in accordance with payment provider policies. Carbonaa SA is not liable for losses arising from payment processor decisions, chargeback outcomes, or payment disputes, to the extent permitted by applicable law.

Late Payments: Delays in payment may result in temporary suspension of offset services. Carbonaa SA reserves the right to require advance payments for high-risk accounts.

Canonical Currency: The canonical currency for all Carbonaa commercial calculations is the US Dollar (USD). Carbon acquisition costs, customer offset prices, revenue shares, and margin calculations are all denominated in USD.

Merchant Billing Currency: For Shopify merchants, capacity purchases are billed through Shopify Billing in the merchant's billing currency as configured in their Shopify account. The USD amount is converted to the merchant's billing currency at the prevailing exchange rate at the time of purchase. The converted amount and exchange rate are frozen on the purchase record.

No Separate Exchange Fee: Carbonaa does not charge a separate or additional exchange fee on capacity purchases. The exchange rate applied is the prevailing market rate at the time of transaction. Any currency conversion is handled by Shopify Billing or the merchant's payment processor according to their standard terms.

Invoice Documentation: All invoices and receipts clearly show the USD amount, the merchant's billing currency, the exchange rate applied, and the total amount charged in the merchant's billing currency.

All intellectual property, including software, APIs, widgets, workspaces, and marketing materials, remains the exclusive property of Carbonaa SA.

Merchants receive a non-exclusive, non-transferable license to use Carbonaa software for their business operations. Unauthorized use, reverse engineering, or redistribution is strictly prohibited.

Carbonaa SA may update, modify, or discontinue features with reasonable notice, ensuring merchant interests are considered.

Carbonaa SA provides services "as is" and makes no guarantees regarding specific outcomes, carbon reduction results, or regulatory certifications of any kind.

Carbonaa SA aims to provide high service availability, but uptime is not guaranteed. Occasional service interruptions may occur due to maintenance, updates, or unforeseen technical issues. Carbonaa SA is not liable, to the extent permitted by applicable law, for business losses resulting from temporary downtime or service unavailability.

Force majeure events (natural disasters, pandemics, regulatory changes) may delay service delivery. Deadlines will be extended appropriately in such cases.

Liability Cap: Carbonaa SA's total aggregate liability to any merchant, arising from or related to these Terms or the platform, shall not exceed the total fees paid by the merchant in the 12 months preceding the claim. This limitation does not apply in cases of gross negligence or wilful misconduct.

Service Suspension: Carbonaa may suspend services in case of misuse, legal risk, regulatory obligation, or unresolved payment issues, with reasonable notice where practicable.

Carbonaa SA adheres to the Swiss Federal Act on Data Protection (FADP) and GDPR where applicable. All merchant and client data is stored securely and encrypted.

Data Processing Role: Carbonaa SA may act as a data controller or processor depending on the engine context. The specific role is defined in the applicable Data Processing Agreement where required by law.

Both parties agree to maintain confidentiality of proprietary methods, technologies, business processes, and carbon calculation methodologies.

Carbonaa SA may use aggregated, anonymized data for research, platform improvements, and industry reports.

Either party may terminate engines with 30 days' written notice. Merchants remain responsible for outstanding payments and transaction fees incurred before termination.

For Shopify merchants: there are no subscription fees — carbon credits are purchased as one-time voluntary transactions via Stripe. See §13A for full Shopify billing disclosure.

For other platform subscriptions (SatClimate, CBAM): subscription fees are non-refundable unless Carbonaa SA terminates services early, in which case a prorated refund will be issued.

Upon termination, merchants must remove all Carbonaa widgets, badges, and API integrations from their platforms.

Mining Offset Obligations: Crypto miners using Carbonaa services are responsible for adhering to all applicable environmental regulations and carbon reporting requirements in their jurisdiction. Carbon offset calculations are based on miner-provided data (location, electricity source, hardware specifications). Miners bear full responsibility for accuracy and completeness of this data.

Proof-of-Work vs. Proof-of-Stake: Carbonaa clearly distinguishes between PoW currencies (which require mandatory offset) and PoS currencies (which do not). Miners using PoS cryptocurrencies are not required to purchase offsets through our platform.

Regulatory Obligations: Miners are solely responsible for adhering to applicable regulations in their operating jurisdictions, including but not limited to:

• • Environmental regulations applicable in their jurisdiction
• • Carbon reporting and disclosure requirements (EU ETS, national carbon taxes)
• • Energy regulations and grid connection requirements
• • Anti-money laundering (AML) and Know-Your-Client (KYC) requirements
• • Cryptocurrency mining licensing and permit requirements
• • Tax reporting of mining income and carbon offset deductions

Automatic Offset: Miners may configure automatic carbon offset based on accumulated CO2 thresholds. This feature is optional. Carbonaa SA is not liable for disputes arising from automatic offset timing or amounts.

KYC Requirements: All merchants and miners must provide accurate, verifiable business information during onboarding, including company registration, business address, contact person, and beneficial ownership details. Carbonaa SA reserves the right to request additional documentation at any time.

Verification Process: Carbonaa SA uses a combination of manual review and available tooling to validate merchant and miner credentials. Merchants warrant that all provided information is truthful and complete. False or misleading information may result in immediate service termination and account freezing.

AML Adherence: Carbonaa SA adheres to Swiss Financial Intelligence Unit (FIU) requirements and EU regulations regarding money laundering, terrorist financing, and sanctions evasion. Suspicious transaction patterns will be reported to relevant authorities as required by law.

Blockchain and Crypto Regulations: All merchants and miners offering or using cryptocurrency-related services acknowledge their obligation to adhere to:

• • The Swiss Federal Financial Market Supervisory Authority (FINMA) guidelines on cryptocurrency
• • EU Markets in Crypto-assets Regulation (MiCA) for applicable services
• • OECD Crypto-Facility Reporting Framework (CARF) for tax information exchange
• • National AML laws and sanctions lists (OFAC, UN, EU, national)

Sanctions Screening: Carbonaa SA applies best-effort procedures to screen merchants, miners, and customers against applicable international sanctions lists. Service will be denied or terminated where a sanctioned individual or entity is identified.

Offset Partner Certifications: All carbon offset projects facilitated by Carbonaa SA are provided through certified partners (e.g., ClimateTrade) and are aligned with international carbon standards:

• • Gold Standard for Global Goals
• • Verified Carbon Standard (VCS) / Verra
• • Climate Action Reserve (CAR)
• • Article 6 of the Paris Agreement (Article 6.4 and 6.2)

Carbon Credit Integrity: Carbonaa SA does not independently audit carbon offset projects. All certifications and assessments are the responsibility of third-party providers. Merchants and miners warrant that they understand carbon offset limitations and risks, including additionality questions, permanence concerns, and potential future value adjustments.

EU Emissions Trading System (ETS) Alignment: Merchants and miners subject to EU ETS regulations acknowledge that Carbonaa offsets do not replace mandatory ETS obligations. Offsets may supplement but not substitute for regulated emissions allowances.

Carbon Accounting Standards: Carbonaa's methodologies are informed by widely recognized frameworks, including:

• • ISO 14064-1 framework (Greenhouse gas quantification and reporting)
• • GHG Protocol Corporate Standard for Scope 1, 2, and 3 emissions
• • Plan Environmental Footprint (PEF) methodology for plan-level calculations

Third-Party Marketplace Compliance: Carbonaa SA deploys or is developing widgets and plugins for digital marketplaces including Shopify and WordPress. Additional marketplace integrations (including MetaMask Snap and browser extensions) are planned and will be deployed in accordance with the respective marketplace' s terms of service, content policies, and technical requirements.

Plugin Responsibility: Merchants who install Carbonaa plugins on their platforms remain fully responsible for:

• • Adherence to e-commerce platform terms of service
• • Consumer protection and disclosure regulations (e.g., FTC Green Guides in US, ASA Code in UK)
• • Proper disclosure of carbon offset costs and optional nature of offsetting
• • Data privacy obligations (GDPR, CCPA, local regulations)

Widget Tracking and Intelligence: Carbonaa plugins may track user interactions, impressions, and conversion metrics to optimize platform performance. All tracking is conducted in accordance with applicable privacy regulations and is governed by our Privacy Policy.

Negotiation: Parties will first attempt to resolve disputes amicably through direct negotiation within 30 days.

Mediation: If negotiation fails, disputes may be submitted to mediation conducted by the Swiss Chamber of Commerce.

Arbitration — Primary Mechanism: Arbitration is the primary dispute resolution mechanism. Unresolved disputes will be settled by binding arbitration under Swiss law, conducted in English in Switzerland. Courts of Geneva apply only for enforcement of arbitral awards.

Governing Law: These Terms are governed by Swiss law. The place of jurisdiction is Switzerland.

Limitation Period: Claims must be brought within 12 months of discovery of the facts giving rise to the claim. Claims brought after this period are permanently barred.

The AOI (Agent-Oriented Intelligence) platform serves external AI agents on a prepaid-credit, quote-first commercial model. Agents purchase a prepaid USD balance ("credits") via Stripe and consume that balance through capability executions. Each execution is priced by an authoritative pricing engine and deducted from the prepaid balance only on successful completion.

Credit Validity (365 days): Prepaid credits are valid for 365 days (one year) from the date of payment. The credit expiry timestamp (credit_expires_at) is set to the payment timestamp plus 365 days and is refreshed to the new payment timestamp plus 365 days on every subsequent credit purchase. Any credit purchase extends the validity of the entire remaining balance to the new deposit date + 365 days.

Expiry Enforcement: Once credit_expires_at has passed, the remaining prepaid balance can no longer be used to execute capabilities, regardless of the remaining amount. The AOI Agent Service Gateway rejects execution requests on expired balances with aCREDIT_EXPIRED error. To restore execution capability, the agent operator must purchase new credits, which re-opens the balance and resets the expiry to the new deposit date + 365 days.

No Refunds on Expired Credits: Unused credits that expire at the end of the 365-day validity period are not refundable. Expired balances are forfeited. This is consistent with §10A (SatClimate credit validity) and the prepaid consumption model.

No Customer-Facing Refunds on Executed Transactions: AOI does not provide a customer/agent-facing refund mechanism. Prepaid credit is consumed to execute capabilities and the charge is final. If an execution fails, the reserved credit is automatically released back to the agent's prepaid balance (a credit reversal, not a refund). Internal administrative ledger corrections — limited to genuine operational or accounting errors such as a duplicate charge, an incorrect ledger entry, a failed execution that was incorrectly charged, or a reconciliation error — may be performed by Carbonaa administrators only, are never exposed through the public Gateway or SDK, are never callable with an Agent API key, and create a complete immutable audit record (admin identity, reason, original transaction, correction amount, timestamp). Such a correction restores the corrected amount to the agent's prepaid balance and does not extend the credit validity period.