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CO2 Cards – Service Contract

CO2 Cards Ltd gives both companies and private individuals the opportunity to determine their greenhouse gas emissions and compensate them through Carbon Offsetting by Supporting UN Certified Projects listed on the CO2 Cards Ltd’s website. CO2 Cards Ltd collaborates with third party verified carbon offset projects which reduce greenhouse gas emissions directly at the source.

CO2 Cards Ltd undertakes to use the CO2 offset payments it receives from companies and private individuals to support carbon offset projects chosen by that same company or individual.

CO2 Cards Ltd, is a company existing under the laws of Bulgaria, whose registered office address is: 8, “Tzar Kaloyan” St, Sofia 1000, Bulgaria, VAT BG 203896932. Email: office@co2cards.com

Section I – Scope of the contract

 

Article 1 – Term and scope of the contract

1/ This Agreement is initially valid for 12 months from the date of this agreement, and is automatically extended after this period until the intention to terminate the present agreement is expressed in writing by either party, with 30 days notice.

2/ CO2 Cards Ltd works in the following areas in particular:

a) Carbon Emissions Assessment

b) Collaboration with certified green projects

c) Carbon Offsetting Services

d) Certification & Communication Services

3/ CO2 Cards Ltd calculates CO2 offset tonnages according to the latest available information from the World Bank considering average per capita carbon footprint on country basis. Although the calculation basis are regularly reviewed and revised, CO2 Cards Ltd disclaims any and all liability for their accuracy or timeliness.

4/CO2 Cards Ltd calculates CO2 offsetting exclusively on the basis of data provided by the company/the individual. In particular, CO2 Cards Ltd is not responsible for inaccurate, erroneous or incomplete client data or for calculation errors resulting from inaccurate, erroneous or incomplete client data.

5/ The client grants CO2 Cards Ltd access as needed to client-specific data for the aim of the carbon offsetting campaign. The client represents and warrants to CO2 Cards Ltd that the transmitted data is accurate and complete. CO2 Cards Ltd assumes no liability for consequential damages incurred by the client if the service provided by CO2 Cards Ltd is based on inaccurate, erroneous or incomplete client data.

Article 2 – Delivery

Article 2.1 – Delivery/Retirement of carbon offset credits

1/ The Offsetting Commitment will be arranged upon instruction once the client has successfully made a payment. CO2 Cards will retire the Buyer’s Contract carbon emission reduction credits (VER) via the Registry

2/ For the avoidance of doubt, and for the purpose of this Agreement, the Retirement means the act of CO2 Cards giving instructions and transferring the Contract VERs for Retirement to the relevant Registry or other form of cancellation/nullification of the Contract VERs

Article 2.2 – Delivery of the certificates and communications toolkit

1/ For every transaction, CO2 Cards issues a certificate with unique number, that states the amount of the CO2 reductions, the supported project and supporters details. We send the certificates to the client within 5 working days after the payment inspection has taken place.

2/ All certificates are available for download, printing and sharing at the customer’s employer or employee profile page at CO2 Cards website. We also keep records of all carbon offset activities of the client and can provide an annual statement upon request or other relevant documents.

3/ CO2 Cards provides it’s customers with a communication and marketing toolkit (see campaign materials Article 5.2) within 5 working days after the transaction/payment inspection is made.

Article 3 – Purchase Price and Payment

Article 3.1 – Unit Price

1/ The Parties agree that the Unit Price for a carbon offset is 0.01 € per kg CO2 (10€ per Tonne CO2).

2/Carbon offset price is calculated by multiplying the Results from the Assessment (kg CO2) and the Unit Price per carbon offset.

Article 3.2 – Payment and invoicing

1/ The Client can pay for carbon offsets through CO2 Cards webpage or via bank transfer.

2/ The Client may choose to pay monthly, quarterly or annually on a subscription basis. All recurring payments are automated and can be updated or canceled with 30 days notice.

3/ The Client receives an invoice after the payment if payment is made through CO2 Cards website.

4/ For other payment methods the Client shall pay to CO2 Cards the Price for the carbon offsets within fourteen (14) Business Days after the invoice is sent to the following account:

Account Holder: CO2 Cards Ltd
Bank Name: Societe Generale Expressbank BUlgaria
Bank Address: 73 Alexander Stamboliiski Boulevard, Sofia 1303, Bulgaria
Beneficiary Bank Swift Code: TTBBBG22
Account Name: CO2 Cards Ltd
Account number: BG06TTBB94001527392736
Account currency: Euro

5/ If payment is not received by CO2 Cards within the time limit of fourteen (14) Business Days, CO2 Cards may decide upon written notice:

a) to extend the time limit of payment for up to ten (10) business days.

b) to terminate the contract with no further obligations.

6/ In case of Late Payment,CO2 Cards will be entitled to interest at the rate of LIBOR plus 10% per annum, in the invoiced amount from (and including) the due date for payment, until (and excluding) the date of receipt of that payment together with all accrued
interest on it.

Article 3.3 – Refunds Policy

Refunds will be given to clients when errors occur at the point of transaction. These instances may include over-charging of credit cards or mistakes at the point of submitting details. We will refund any money received from you using the same method originally used by you to pay for your purchase. Refunds will be processed within 5 days of receiving written notification for refund to office@co2cards.com.

Article 4 – Fees, taxes and costs

1/ CO2 Cards shall pay, or procure the payment of, all taxes fees, charges, duties or other costs arising in connection with or after Retirement of the Carbon offsets, if any, excluding but not limited to those relating to taxes levied by competent authorities on the income of the company, bank charges, and retirement registry fees.

2/ All amounts expressed to be payable by one Party to the other are exclusive of VAT if applicable.

3/ Each Party will bear its own costs and expenses in connection with the preparation, negotiation and execution of the Agreement, as well as bank charges for the payment transfer.

Article 5 – The Carbon Offset Campaign

Article 5.1 – Use of Labels, Names and Logos

1/ CO2 Cards Ltd gives the client the right to make the contractual relationship with CO2 Cards Ltd known to third parties and to use the client’s support for CO2 Cards Ltd carbon offset projects in the client’s communications

2/The client grants CO2 Cards Ltd a non-exclusive, non-transferrable right to use the client’s name and logo for publication purposes. CO2 Cards Ltd may name the client as a reference on its website or in other media unless the parties have agreed otherwise.

Article 5.2 – Campaign Materials

1/ CO2 Cards shall assist the client in providing the following communication materials:

  • Information about the supported Project – text, graphics, logos, videos on the Project that may be used in communication materials prepared by the client, provided that this information is available.
  • Carbon Offsetting Certificate – certificate stating the reduced amount of CO2 in Kilograms. A certificate will be issued on every payment.
  • Carbon Neutral Stamp
  • Graphical Visualisation of the Impact – based on the reduced amount of CO2, a visual representation of the impact will be provided.

2/ CO2 Cards shall also assist with the planning and structuring the communication of the campaign through the different client channels upon request.

Article 6 – Obligation of the Client

Article 6.1 – Quality of the Client

1/ The Client shall guarantee he/she is not any person, firm or entity whose professional activity is directly or indirectly in relation with weapon industry or whose professional activity could reasonably be seen as materially damaging to CO2 Cards reputation.

Article 6.2 – Use of the Contract VERs

The Carbon offsets (VERs) will be used only for the retirement purpose of carbon footprint calculations or corporate responsibility initiatives.

Section II – General dispositions

 

Article 7 – Warranties

Article 7.1 – Warranties common to both Parties

Each party warrants and represents to the other party that:

a) it is duly organized and validly existing under the laws of the governing jurisdiction and is qualified to conduct its business in that jurisdiction;

b) it has the power and authority to execute and deliver this Agreement and to perform its obligations under it, and has taken all necessary actions to authorize the entry into and the observance and performance of its obligations under this Agreement;

c) its entry into and observance and performance of its obligations under this Agreement do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any applicable law;

d) this Agreement constitutes a legal, valid and binding obligation on it enforceable in Accordance with its terms by an appropriate legal remedy;

e) it will not breach the terms of any agreement or arrangement with any third party.

Article 7.2 – Specific warranties to be born by CO2 Cards Ltd

CO2 Cards Ltd warrants to the Buyer upon entry into this Agreement, and upon each transfer of Carbon offsets (VER), that:

1. all Contract VERs sold in accordance with this Agreement originate from GHG emission reductions generated by the Project or Projects.

2. it has not sold, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or encumbrance in the Contract VERs other than as contemplated in this Agreement, and will not do so except in accordance with this Agreement.

3. All Contract VERs have been verified and issued on of the following standards:

  • VCS standard
  • Gold Standard VCS
  • Climate Action Reserve
  • REDD Plus

Article 8 – Force Majeure

1/ If a Force Majeure Event occurs, the Party affected by the Force Majeure Event (“Affected Party”) must make reasonable efforts to immediately notify the other Party (“Non-Affected Party”) in writing of the details of the event, what obligations are affected and the extent to which they are and its estimate of the likely period of the Force Majeure Event.

2/ Each Party must at all times use all reasonable endeavours to minimise any delay in the performance of its obligations under this Agreement suffering from a Force Majeure Event.

Article 9 – Material change in Law

1/ Neither Party will be liable for any loss or damage suffered or incurred by the other Party arising from the first Party’s delay in performing or failure to perform its obligations under this Agreement, to the extent that and for as long as such delay or failure results from a Material Change in Law.

Article 10 – Cancellation Policy

1/ This Agreement may be terminated at any point with a 30 day notice via E-Mail or via www.co2cards.com

2/ Termination of this Agreement will not affect any rights of any Party which had occurred prior to the date upon which this Agreement is to be terminated.

3/ With effect from the Early Termination Date no further payments (except for amounts due and payable by the Carbon Credit Provider for successful Retirement of Contract VERs), Deliveries (except for the Delivery of any Contract VERs paid for by the Buyer and thus due by the Carbon Credit Provider) or receipts will be required under the Agreement.

4/ Any provided campaign materials as such as logo, project images etc. may not be used after the cancellation of the contract.

Article 11 – Governing law and dispute resolution

1/ This Agreement is governed by and is to be construed in Accordance with the laws of the Republic of Bulgaria.

2/ In the event of a dispute, the Parties agree to attempt by negotiating in good faith to resolve any dispute promptly between executives authorized.

3/ Each Party shall be responsible for its own costs in relation to dispute resolution.

Article 12 – Limitation of liability

1/ In no event, shall either Party’s liability under this Agreement exceed the product of:

a) the Total quantity of Contract VERs under this Agreement, and

b) the Unit Price.

Article 13 – Definitions

Unless the context otherwise requires, the following capitalized terms shall have the following meanings wherever used in this agreement:

  • Agreement means this Carbon Neutral Event Framework Agreement and/or Emission Reductions Purchase Agreement to be signed upon each individual purchase.
  • Business Day means any day on which banks are open for general banking business in Bulgaria, other than a Saturday, Sunday or a public holiday.
  • “Carbon Dioxide Equivalent” or “CO2e” means the base reference for the determination of global warming potential of the six greenhouse gases as listed in Annex A to the Kyoto Protocol in units of carbon dioxide.
  • Delivery Date means the day of Delivery.
  • Emission Reductions (“ ERs”) means all existing and future legal and beneficial rights arising from one GHG Reduction, including any right, interest, credit, entitlement, benefit, allowance, certificate or registrable right arising from or in connection that GHG Reduction.
  • Encumbrance includes any mortgage, charge, pledge, lien, encumbrance, assignment, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favor of any person by way of security for the payment of a debt or any other monetary obligation.
  • Force Majeure Event means an event or circumstance occurring on or after the date of this Agreement, which is beyond the control of the party seeking to rely on the event as a Force Majeure Event, which is not caused, or contributed to by any action, inaction, negligence or omission on the part of the party seeking to rely on it. Notwithstanding, the Carbon Credit Provider shall at all times be a Prudent and Responsible Operator.
  • GHG Reduction means the physical reduction of greenhouse gases by the Project measured in a single (one) metric ton of carbon dioxide equivalent (the unit of measurement used to indicate the global warming potentials of greenhouse gases).
  • Gold Standard means the rules specified by the Gold Standard for VERs through which the project must be taken, accessible at www.goldstandard.org.
  • International Rules means the UNFCCC, the Kyoto Protocol, the Paris Agreement, any relevant decisions, guidelines, modalities and procedures made pursuant to them, as amended from time to time.
  • Kyoto Protocol means the Protocol to the UNFCCC adopted at the Third Conference Of the Parties to the UNFCCC in Kyoto, Japan On December 11, 1997 as may be amended.
  • Material Change of Law means any change in applicable law which renders or which will render this Agreement illegal or unenforceable or results or will result in either Party being unable legally to perform its material obligations under this Agreement or prevents the GHG Reductions from being sold, verified or transferred, and includes any law (including a change in taxes or the imposition of a floor price) that substantially reduces the economic returns of the Project to CO2 Cards.
  • Registry means that specified by the Standard into which the Contract VERs must be retired.
  • The retirement of carbon offsets refers to offsets that are taken out of the market. Retired offsets can no longer be traded.
  • Standard means the standard for the measurement and recognition of Verified GHG Reductions created for voluntary use by corporations, organisations and individuals contained in Version 1 of the Voluntary Carbon Standard which was released on March 27, 2006 by the International Emissions Trading Association and The Climate Group. The “Voluntary Gold Standard” forms part of the Standard.
  • United Nations Framework Convention on Climate Change (“UNFCCC”) means the United Nations Framework Convention on Climate Change adopted in New York on May 9, 1992.
  • Verification, Verify and Verified each means the periodic independent review and ex post determination of GHG Reductions monitored in Accordance with the Monitoring Plan that have occurred during the relevant period as a result of the Project being carried out, and such Verification has been made by a Verifier.
  • Verification Report means the document setting out the Verification in relation to a specified number of Contract VERs, which must include written assurance by the Verifier that:
    • (a) since the previous Verification Report (if any), the Project has generated the GHG Reductions equivalent to the specified number of Contract VERs, specifying the volume, vintage and the Standard within the Verification Report; and
    • (b) the Project complies with the Standard, including the reasoning for this determination, and that Methodologies applied within the POD comply with the Standard. If the project has not yet been registered with the COM, the Verification Report will be presented in one document with the Project Design Document against which the Contract VERs were verified.