Carbonaa | assessment and offsetting platform

Carbonaa terms of service

Scope of Services

These General Terms and Conditions govern all services offered by Carbonaa SA, including but not limited to carbon trading, carbon evaluation, consulting, solutions, and offset services.
Services are provided to entrepreneurs, legal entities under public law, and special funds under public law. These terms do not apply in relation to consumers.
These Terms and Conditions also extend to any future business interactions with the customer, provided they fall under similar services.

The supplementary terms and conditions at the end of this document specifically apply to 'Offset' services.

These General Terms and Conditions are exclusive. Any conflicting or deviating terms from the customer will not be recognized unless expressly agreed upon in writing by Carbonaa SA.

In instances where contracts are finalized online or through the installation/use of software provided by Carbonaa SA. , the customer agrees to these Terms unconditionally. If separate terms are provided for software use, those will take precedence. Without agreement to these terms, the customer cannot utilize the online service.

Any specific agreements made with individual customers will supersede these General Terms and Conditions. Only managing directors and authorized signatories of Carbonaa SA. have the authority to make agreements deviating from these terms or the main contract.

These General Terms and Conditions apply exclusively to services related to the voluntary carbon market offered by Carbonaa SA. This encompasses the trading of carbon credits, carbon evaluation of companies, and guidance towards achieving net zero targets.

Carbonaa SA. enters into contracts directly with project owners and clients. The platform does not have any ownership relationships with any offsetting entities, or certification bodies.

The projects available on Carbonaa SA. are pre-certified and come with a tracking code. While Carbonaa SA. facilitates the trading and promotion of these projects, it does not participate in the certification process.

For companies aiming to achieve a net zero carbon footprint, Carbonaa SA. provides guidance and sets targets based on industry standards, referencing the Science Based Targets initiative (SBTi) guidelines. However, Carbonaa SA. does not seek or provide certifications from SBTi.

These General Terms and Conditions are exclusive. Any conflicting or deviating terms from the customer will not be recognized unless expressly agreed upon in writing by Carbonaa SA.

Specific agreements made with individual customers will take precedence over these General Terms and Conditions.

A contract is established once a signed offer from Carbonaa SA. is countersigned by the client or through any other mutual contractual arrangement between the parties.
Carbon sellers can list their credits on the platform at a price they deem suitable. This price is set by the seller without interference from Carbonaa SA but according to market price .
Should a client's order differ from the platform's offer, the order is only binding if Carbonaa SA. provides written confirmation or if Carbonaa SA. carries out the order without any objections.

Contracts for specific services can also be finalized online on Carbonaa SA's website, following registration. Orders that are merely entered and saved in draft mode are non-binding for both parties unless and until a definitive order is submitted. Drafts stored in the system for over 30 days without being formally placed may be removed by Carbonaa SA. without requiring the client's approval.

If a client generates orders on behalf of end-users or other third parties, it doesn't establish a distinct contractual relationship between Carbonaa SA. and the concerned end-user. Unless explicitly agreed otherwise, Carbonaa SA. will deliver its services solely for the contracting client. As such, all transactions related to carbon credits will be invoiced exclusively.

The extent and nature of the services provided by Carbonaa SA. are determined by the signed offer and any accompanying scope of work. Modifications to the agreed services can only be made through mutual consent; any such changes must adhere to the written form requirement as outlined in the prior sections.

The successful performance of services by Carbonaa SA. is contingent upon the client's active cooperation and the provision of necessary information.
Clients ensure that all data they provide or input into the platform is accurate. Carbonaa SA. does not verify the authenticity of the data received. Consequently, Carbonaa SA. is not liable for outcomes resulting from incorrect data supplied by clients.

Carbonaa SA. reserves the right to engage in subcontracting, which may include collaborations with affiliated entities and other subcontractors.Performance and Cooperation Obligations

The extent and nature of the services offered by Carbonaa SA. are rooted in the signed offer, supplemented by any attached scope of work. Alterations require mutual consent, with written form being mandatory for such changes.

Carbonaa SA’s performance relies on the client's active cooperation and the provision of accurate data. CARBONAA does not guarantee the veracity of client-provided data. As such, liability for outcomes stemming from erroneous data is explicitly excluded.

Carbonaa SA. retains the right to collaborate with affiliated entities and subcontractors.

Contractually stated performance dates are estimates unless explicitly deemed fixed. Carbonaa SA. defaults only upon receiving a formal client reminder.

Compliance with delivery dates hinges on the client’s punctual cooperation and data provision. Delays or extra costs due to late or insufficient client cooperation are the client's responsibility.

Delays stemming from uncontrollable and unforeseeable events, beyond the reasonable control of the involved parties, will result in an appropriate extension of deadlines.

Compensation for CARBONAA's services aligns with individual orders. All prices are denominated in the currency of choice and exclusive of any applicable taxes or duties. Clients bear any tax deductions or import duties.

FOR EXTRA SERVICES Expenses, travel costs, technical support, and consultation fees are billed separately.

Payments are to be transferred to an account specified by Carbonaa SA, with invoices payable online through specified payment gate. CARBONAA reserves the right to prioritize older dues.

The services for carbon footprint evaluation and the net zero journey are offered on an annual subscription basis. Payment for these services is to be made online. The subscription fee is due upfront at the beginning of each subscription year. Renewal will be automatic unless the customer provides notice of non-renewal prior to the end of the current subscription period.

Any delays in payment may result in a temporary suspension of services until all due amounts are settled. Carbonaa SA. may, at its discretion, waive or adjust late payment fees.

For carbon trading services, the price will be agreed upon by both parties involved in the transaction. This price will be based on supply and demand, taking into consideration the current market dynamics and the specific requirements of the parties. Payment for carbon trading must be made promptly as per the terms agreed upon.
Significant payment defaults or potential credit risks might lead Carbonaa SA. to suspend services, demanding advance payments or securities.Intellectual Property and Software Licensing

All intellectual assets associated with CARBONAA's services remain its property. This includes but is not limited to software, know-how, marketing materials, and other value-added products.

Post-registration, clients can access CARBONAA’s software and services online. The software is for the exclusive use of the client or agreed users. Unauthorized, extensive, or inappropriate use might result in access revocation, with re-access granted once compliance is proven.

Recognizing that web-based services evolve, Carbonaa SA. may update, add, or modify services. Clients will be informed about updates, ensuring their legitimate interests are considered.

Carbonaa reserves the right to modify or adjust the specifics of deliverables provided, so long as the end goal or purpose of the deliverable remains consistent with what was agreed upon.

Payment terms can be negotiated on a case-by-case basis upon agreement, depending on the project scope and duration. Late payment fees may be waived or adjusted at the discretion of Carbonaa SA.

Customers are encouraged to provide feedback on Carbonaa SA's services. Such feedback may be used to improve and iterate upon the services provided. By providing feedback, customers grant Carbonaa SA. the right to use and act upon such feedback without any additional compensation.

For larger volume contracts or longer-term engagements, Carbonaa may offer volume discounts or special pricing. Such terms will be negotiated individually.

Carbonaa SA. utilizes specific technology platforms and data sources to deliver its services. While every effort is made to ensure data accuracy and technology uptime, there may be occasional discrepancies or downtimes.

Both parties agree to maintain the confidentiality of all proprietary methods, technologies, and business processes shared during the course of service delivery. This confidentiality extends to all internal technical and commercial information...

In the event that Carbonaa needs to terminate a service or offering, customers will be given a prorated refund based on the amount of service already rendered.

Carbonaa provides its services 'as is' and makes no guarantees regarding the effectiveness or specific outcomes of its services. While every effort will be made to provide high-quality services, some aspects might be experimental or in a beta phase.

Contracts with Certification Bodies or Standard Registry Companies

When Carbonaa SA. enters into contracts with certification bodies or standard registry companies, these contracts will be uploaded to the platform for transparency and controlled access for data protection.

All uploaded contracts will be stored securely, ensuring the protection of sensitive data. Carbonaa SA. adheres to the Federal Act on Data Protection (FADP) and ensures that all data storage mechanisms meet the highest standards of security and confidentiality.

These uploaded contracts will be accessible only to authorized personnel within Carbonaa SA. and the respective contracting party. Any sharing beyond this scope will require mutual consent.

In case of any modifications, revisions, or termination of the contract, the platform will be promptly updated to reflect the latest status.

Dispute Resolution

Before resorting to formal dispute resolution methods, parties should endeavor to resolve any disagreements amicably through negotiations. This involves direct communication between the parties to reach a mutual understanding and resolution.

If negotiations do not yield a resolution within a specified period (30 days), parties may opt for mediation. Mediation is a non-binding process where a neutral third party (mediator) facilitates discussions between the parties to help them reach a mutually acceptable solution. It's quicker and less expensive than litigation.

The parties can jointly select a mediator. If they cannot agree on one, the Chamber of Commerce in Switzerland can appoint a mediator.

If mediation does not lead to a resolution, or if either party prefers, disputes can be settled by arbitration. Arbitration in Switzerland is governed by the Swiss Rules of International Arbitration.

a sole arbitrator can be appointed instead of a panel of three arbitrators.

The arbitration can be conducted in English and held in a location convenient for both parties inswitzerland, ideally in a neutral venue.

The contractual relationship shall be governed by and construed in accordance with Swiss law. The place of jurisdiction for any disputes arising out of or in connection with the contract shall be Switzerland.

Additional Considerations

In the event of a dispute, each party will bear its legal costs. However, the party found to be in breach may be required to reimburse the other party's reasonable legal costs.

All negotiations, mediations, and arbitrations will be conducted confidentially, and no details will be disclosed without mutual consent.