Terms of service
TERMS AND CONDITIONS FOR BUYING VOULANTARY CARBON CREDITS VIA THE CARBON JUNCTION MARKETPLACE
1. INTRODUCTION, PURPOSE AND ACCEPTANCE OF THE TERMS
The Carbon Junction Private Limited (“CJ”, “we”, “us”, or “our”) has created a marketplace page on our website (the “Site”), which provides a venue for Buyers to find, learn about, and purchase certified carbon credits from select projects located around the world (the "Carbon Marketplace”). By buying voluntary certified carbon credits on the Carbon Marketplace you accept these Buyer terms and conditions (the “Terms”).
2. RESTRICTIONS
By shopping on the Carbon Junction Marketplace, you understand, agree and represent that:
1.You are at least eighteen (18) years old;
2.You have the authority and capability to enter in to these Terms;
3.All prices are in US Dollars and all payments should be made in US Dollars;
4.Carbon Junction will take 15% of the proceeds from the price listed at the time of purchase on the carbon Junction Marketplace to cover foreign exchange rates, transactional fees, and the administration costs for hosting and maintaining the carbon junction Marketplace online platform;
5.After purchase, the certified carbon credits are publicly retired in near to real-time in the relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc. This ensures the credits are not recirculated or resold;
6.A Retirement Certificate documenting the purchase details and providing links to the credit Retirements will be sent to the email address used for purchasing the certified carbon credits ;
7.Carbon credits purchased via the Carbon Marketplace may not be sold onwards;
8.The credit Retirements are publicly displayed in the relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc. Retirements include the attribution name and the order number only.
3. PURCHASING CREDITS ON THE CARBON JUNCTION MARKETPLACE
When you buy certified carbon credits on the Carbon Junction Marketplace, you are directly supporting the independent Carbon Junction Developer. By making this purchase, you represent, agree and understand that:
1.You have read the Carbon Junction listing, including the Carbon Junction description, before making a purchase;
2. You will submit appropriate and timely payment and comply with the payment terms as per clause 4 of the present terms for the credits purchased;
3. The relevant carbon registry will transparently retire the credits on your behalf in the relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc.
4. PAYMENT TERMS
Payments can be made:
1. By direct bank transfer to carbon Junction’s bank account specified in the invoice:
1. To initiate a direct bank transfer payment, the Buyer needs to provide written confirmation in an email to credits@carbonJunction.in indicating the project(s) selected, respective volume of credits, billing details, and the full name to be mentioned in Retirement Attributions and Retirement Certificates.
2. Upon receiving such email written confirmation, Carbon Junction will respond to the email by issuing an invoice within three (3) Business Days and reserve the confirmed certified carbon credits on behalf of the purchaser so that they cannot be purchased or retired by another party. In case carbon credits are simultaneously reserved in the system, and run out of stock, carbon Junction shall not be liable and will respond to the written confirmation email and indicate that the carbon credits are not available anymore.
3. Buyer will pay the invoice within fifteen (15) Business Days of receipt. Payments must be made in USD to Carbon Junction’s bank account specified in the invoice. Carbon Junction cannot hold the reserved credits after the invoice due date and will put them back on the carbon Junction Marketplace. Considering the above, if payment is not received within fifteen (15) Business Days, Carbon Junction cannot guarantee the fulfilment of the order and shall not be liable.
In any case, funds must reach Carbon Junction ’s bank account before the carbon credits can be retired.
Within three (3) Business Days of receiving funds, Carbon Junction will on behalf of the impact registry publicly retire the carbon credits with the appropriate Retirement Attribution and generate a Retirement Certificate to send to the Buyer.
5. REFUNDS
The Carbon Junction -certified carbon credits you purchase will be retired by relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc. Carbon Junction so that they cannot be recirculated or resold. They are therefore non-refundable.
6. TAX DEDUCTION
Your purchase of certified carbon credits may be tax deductible depending on the laws of your home country. The Carbon Junction makes no representations or warranties as to whether your purchase is tax deductible. The Carbon Junction will not at any time provide any advice as to whether your purchase is tax deductible. Instead, you should consult a local tax professional.
7. COMMUNICATING WITH CARBON JUNCTION DEVELOPERS (SELLERS)
The contact information for Carbon Junction Developers will be posted on the Carbon Junction Marketplace under each Project’s listing. Feel free to communicate directly with the Carbon Junction Developers if you have any questions about a Project.
8. PRIVACY AND DATA PROTECTION
The Carbon Junction takes the protection of personal data very seriously. The Carbon Junction is committed to protecting your privacy and providing a safe online experience. Data collected will be strictly used to help us carry out our services. Any personal data received by Carbon Junction under these Terms will be handled in accordance with our Privacy Policy. By using the Site, you consent to the collection, storage, use and disclosure of your personal information as described in our Privacy Policy and you consent to Carbon Junction Website Terms and Conditions.
You acknowledge that Carbon Junction may be required by law to conduct background checks on you from time to time. You agree to use your best endeavours to assist us in carrying out any such obligations on background check requirements.
9. COPYRIGHT
The images and information related to each Carbon Junction belong to the independent Carbon Junction Developers and/or Carbon Junction Participants. For any Carbon Junction supported via the online Carbon Junction Marketplace, you may use the information and the images included in the online Carbon Junction profile pages on the Carbon Junction Site to communicate your climate action efforts, as long as you accredit the relevant Carbon Junction Developer(s) and/or Carbon Junction Participants (where relevant). Any dispute in this regard will have to be settled directly between you, the Carbon Junction Developer(s) and/or Carbon Junction Participants, without any intervention by Carbon Junction , who shall not be held liable in any way.
10. INTELLECTUAL PROPERTY
We take protection of intellectual property rights very seriously. We comply with intellectual property laws and industry best practices to maintain the integrity of all our intellectual property rights. The names “The Carbon Junction ” any other Carbon Junction mark, phrase, logo, patent, trademark, copyrights, software, trade secrets, design and any other intellectual property right that we have or may have in connection with the Carbon Junction Marketplace or any of our services are intellectual property of Carbon Junction.
You agree that Carbon Junction has the right to take action against you if you misuse or misappropriate our intellectual property in any way that is not permitted, false, deceptive, or misleading. Such action may include, but is not limited to, terminating your use of the Carbon Junction Marketplace, refraining you from buying any certified carbon credits in the future or taking legal action against you under the applicable law. If you would like to notify us of alleged infringement of any intellectual property, please send an email to HELP@CARBONJUNCTION.in.
You also agree, represent and acknowledge that:
You cannot incorporate Carbon Junction trademarks, in whole or in part, in the name of your company, product, application, service, or website;
We shall retain all rights (including but not limited to all patent rights, trademark rights, copyrights, software, trade secrets and any other intellectual property rights) that we have or may have in connection with the Carbon Junction Marketplace and any of our services;
Carbon Junction has all the necessary rights and licenses in place to display the Product or Carbon Junction data on the Carbon Junction Marketplace. Carbon Junction has also obtained from the Carbon Junction Developers all the necessary rights to allow you to use the information and the images included in the online Carbon Junction profile pages on the Carbon Junction Site to communicate your climate action efforts as long as you accredit the relevant Carbon Junction Developer(s) and/or Carbon Junction Participants (where relevant). Any other intellectual property outside of the Carbon Junction Marketplace may belong to the Carbon Junction Developers and/or Carbon Junction Participants and such Carbon Junction Developer and/or Carbon Junction Participant shall retain all rights (including but not limited to all patent rights, trademark rights, copyrights, trade secrets and any other intellectual property rights) that they have or may have outside of Carbon Junction Carbon Junction Marketplace and Relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc;
The use of your logo needs to be distinct and not include or look similar to those that belong to Carbon Junction , Carbon Junction Developers, Carbon Junction Participants, or anyone else in the industry and you should generally comply with all applicable intellectual property laws and industry best practices.
11. TERMINATION
These Terms shall come into force according to Clause 1 above. They shall only cover and apply to the one off purchase of certified carbon credits on the Carbon Junction Marketplace you accept these Terms for. Each time you purchase certified carbon credits on the Carbon Junction Marketplace you will be requested to accept the applicable up to date version of these Terms.
Carbon Junction may restrict you from accessing the Carbon Junction Marketplace to purchase certified carbon credits in the future and may take legal action against you under applicable law if you commit any fraudulent action or material breach of any obligation or restriction under these Terms.
12. WARRANTIES AND LIMITATIONS OF LIABILITY
1. Warranty
You represent and warrant to Carbon Junction that:
You have legal capacity to enter into these Terms;
Any and all information you provide to Carbon Junction is and shall be true, accurate, complete and up-to-date;
You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to perform your obligations under these Terms and you will comply with all applicable laws and any other terms and conditions, policies and guidelines that are linked to these Terms.
You also agree, accept, understand and acknowledge:
That Carbon Junction does not warrant that the use of the Carbon Junction Marketplace will be uninterrupted or error free;
The risks and waive all rights to hold Carbon Junction responsible in any way, financially or otherwise, for such errors and results;
That Carbon Junction does not make any specific promises or take any responsibility about: a) the availability of credits through the Carbon Junction Marketplace; b) the reliability, capability, or qualifications of any Carbon Junction Developer, Carbon Junction Participant, Certification Body and/or VVB, Buyer, or any user of the Carbon Junction Marketplace; or c) the information and assessments received in good faith from third parties, including but not limited to Carbon Junction Developer(s) and/or Carbon Junction Participants.
To the extent allowed by Indian law, Carbon Junction disclaims all other representations and warranties, whether express or implied.
2. Liability
Except where otherwise provided in these Terms, and to the extent allowed by Indian law, we shall not be liable to you or any other person or third party with respect to the use of the Carbon Junction Marketplace and the sale under these Terms under negligence, strict liability or other legal or equitable theory for (a) lost revenues, lost profits, loss of business, or any incidental, indirect, exemplary, consequential, special, or punitive damages of any kind or (b) cost of procurement of substitute goods, technology or services, whether or not foreseeable.
To the extent allowed by Indian law, Carbon Junction shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever from any loss or damage in connection with the sale of Carbon Junction -certified carbon credits on the Carbon Junction Marketplace.
To the extent allowed by Indian law, our aggregate liability for all damages of any kind arising out of or relating to these Terms or its subject matter shall not exceed the amount paid by you to Carbon Junction for all credit purchases on the Carbon Junction Marketplace based on prices listed at the time of purchase on the Carbon Junction Carbon Junction Marketplace, in the 12 months preceding the date of the occurrence of the damage.
13. INDEMNIFICATION
To the extent allowed by Indian law, you will defend, and indemnify and hold Carbon Junction and its affiliates, their respective directors, officers, employees, agents, attorneys, customers, successors or assigns harmless against all and any liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to and arising from, without limitation 1) any allegation or third-party legal proceeding arising from the use of the Carbon Junction Marketplace; 2) any violation of a third party’s rights misuse of the Carbon Junction Marketplace; 3) any misrepresentation or breach of any representation, warranty, obligation, or covenant by you of these Terms; 4) any other violation by you of these Terms; or 5) any act of negligence, fraud, willful misconduct, errors or omissions committed by you or any other third-party. In such instances, Carbon Junction further reserves the right to independently handle all legal defense responsibilities in our sole discretion, and you further agree to cooperate with us so we can execute our legal strategy.
14. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
If, you have any concern regarding your use of the Carbon Junction Marketplace and/or your purchase of certified carbon credits on the Carbon Junction Marketplace, please let us know so we can try to resolve the issue. If we cannot, then these are the rules that will govern any dispute:
1. Governing Law. These Terms are governed by the laws of India, without regard to its conflict of laws rules. These laws will apply no matter where in the world you are located.
2. Good Faith Negotiations. We should first try to resolve the conflict through good faith negotiations. Send us a notice of the issue, and we will work with you for 10 Business Days to try to resolve it.
3. Arbitration. If no resolution is reached after good faith negotiations, any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity or breach shall be resolved by arbitration in accordance with the Indian Rules of International Arbitration of the Indian Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these rules. The seat of arbitration shall be New Delhi, India. The arbitral proceedings shall be conducted in English.
4. Use of the Carbon Junction Marketplace. We may choose to suspend your right to access the Carbon Junction Marketplace or any of our services service during arbitration.
15. FORCE MAJEURE
No party under these Terms shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
16. NOTICES
1. All notices under these Terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice.
2. Notices shall be deemed to have been duly given: a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or b) when sent, if transmitted by e-mail; or c) on the second Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or d) on the fifth Business Day following mailing, if mailed by international airmail, postage prepaid.
3. Any notice received on a day that is not a Business Day shall be deemed to have been received on the next Business Day.
4. In each case notices shall be addressed to the most recent address or e-mail address notified to the other party.
17. GENERAL PROVISIONS
Here are some additional house rules to which you agree:
1. At all times you will provide personal data or information to Carbon Junction that is true and accurate;
2. Any intellectual property you submit to Carbon Junction does not violate the intellectual property rights of a third party;
3. You cannot assign or novate your rights or obligations under these Terms to another party without our prior written consent;
4. We may assign any of our rights or obligations under these Terms at our discretion;
5. We may change these Terms, and any other terms and conditions and/or documents referred to in these Terms from time to time. Each time you purchase certified carbon credits via the Carbon Junction Marketplace you will be requested to accept the applicable up to date version of these Terms linked to all other up to date terms, policies, and guidelines. If any part of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the remaining provisions will be in full force and effect;
6. These Terms and any updated version of them contain the entire agreement between you and us with respect to your purchase(s) of certified carbon credit on the Carbon Junction Marketplace;
7. If any part of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the remaining provisions will be in full force and effect;
8. Our failure to enforce any part of these Terms is not a waiver of our right to later enforce that or any other part.
18. DEFINITIONS
“Business Day” means any day (other than Saturday or Sunday or any public holiday) on which ordinary banks are open for their full range of normal business in Switzerland.
“Buyers” means any buyer that makes use of the Carbon Junction Marketplace interface to purchase and retire certified carbon credits.
A “carbon credit” represents the certified reduction or removal of one tonne of carbon dioxide equivalent (tCO2e) from the atmosphere.
“Certification Body(ies)” means any entity with whom Carbon Junction works and who is qualified and accredited to certify Projects, Products, and/or units.
“Certified carbon credits” means carbon credits which are issued Verified Emission Reductions (“VERs”) and which received certification.
“Impact Registry” means the public database where information about all certified Projects and Products, including certified carbon credits, is tracked and stored.
“personal data” has the meaning given to it under all applicable data protection laws.
“Product” means any certified unit, impact or statement (including without limitation Verified Emission Reductions (“VERs”), Certified Emission Reductions (“CERs”), Renewable Energy Certificates (“RECs”).
“Project” means any activity or intervention that generates an impact and which has been submitted to a Certification Body for review and certification.
“Project Developer” means the leading individual or entity that is involved with the development of a Project. Project Developers can sell their certified carbon credits on the Carbon Junction Marketplace.
“Carbon Junction Marketplace” means the online e-commerce interface hosted by Carbon Junction where Carbon Junction Developers and Carbon Junction Participants sell their certified carbon credits to Buyers.
“Privacy Policy” means Carbon Junction Privacy Policy, as it may be amended from time to time.
“Retirement” a carbon credit is “retired” when it is purchased for carbon offsetting purposes and subsequently cancelled or “retired” on the Relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc. This means that the carbon credit can no longer be bought or sold.
“Retirement Attribution” refers to the name of the individual or the company that the Buyer wants to show on the Retirement Certificate, so that the purchase of the certified carbon credits is attributed to a certain person or company. It does not necessarily need to be the Buyer himself.
“Retirement Certificate” means the certificate that is issued and sent to the Buyer via automatic email once the certified carbon credits are retired in the Relevant Impact Registry of the carbon credit certifying agency such as VERRA/Gold Standard/American Carbon Registry etc.
“Seller” means Project Developers selling certified carbon credits via the Carbon Junction Carbon Junction Marketplace interface.
“Terms” means these terms and conditions for buying certified carbon credits via the Carbon Junction Carbon Junction Marketplace, as they may be amended from time to time.
“VVB” means the Validation and Verification Bodies Carbon Junction Developers use to audit/verify projects through the certification process.
“Website Terms and Conditions” means the terms and conditions of Carbon Junction ’s website, as they may be amended from time to time.