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ENVIRONMENTAL PRESERVATION TRUST: CARBON OFFSET SCHEME

STANDARD TERMS AND CONDITIONS OF CONTRACT

1. BASIS OF CONTRACT

1.1 The Customer accepts these Terms and Conditions through payment of the Offset Price.

1.2 These Terms and Conditions and the Membership Code constitute the entire contract between the Supplier and the Customer and will supersede the provisions of any previous contract, warranty or representation made or given relating to the acquisition of the Carbon Offset Certificate by the Customer.

2. CARBON OFFSET QUANTITY AND CARBON OFFSET CERTIFICATE

2.1 In consideration of payment by the Customer of the Offset Price, the Supplier will sell to the Customer the Carbon Offset Quantity and will provide the Customer with a Carbon Offset Certificate as evidence of such sale.

2.2 The Supplier undertakes to the Customer as a fundamental term of these Terms and Conditions that the Carbon Offset Quantity of the Sequestration Assets may only be sold once and the Supplier shall not purport to sell the Offset Quantity of the Sequestration Assets to any third party following the receipt of the Offset Price.

2.3 The Carbon Offset Certificate (and the purchase of the Carbon Offset Quantity specified in the Carbon Offset Certificate) is personal to the Customer and neither the Carbon Offset Certificate nor the Carbon Offset Quantity may be transferred, sold, licenced, assigned or otherwise traded by the Customer to any third party.

2.4 The Carbon Offset Certificate shall specify the Carbon Offset Quantity and the date of acquisition of the Carbon Offset Quantity.

2.5 In the event that the Customer loses the Carbon Offset Certificate or the same becomes defaced or destroyed, the Supplier will issue a replacement Carbon Offset Certificate to the Customer for a reasonable administration fee.

3. MEMBERSHIP

3.1 In consideration of payment by the Customer of the Membership Fee, the Supplier will provide the Customer with the Membership Services in accordance with these Terms and Conditions.

3.2 The Membership Code will be specified on the website of the Supplier and the Supplier shall be entitled to vary and amend the Membership Code at its sole discretion from time to time.

3.3 The Customer as a fundamental term of being a Member undertakes to the Supplier that any information (including but not limited to the carbon footprint of the Customer) which it submits to the Supplier in the Order Form is true and accurate in all respects at the time of submission of the Order Form.

4. PAYMENT

4.1 Each of the Offset Price and the Membership Fee is exclusive of any other fees, duties, costs or charges (including but not limited to VAT) which, if applicable, will be paid separately by the Customer in addition.

4.2 The Offset Price shall be a one off payment and shall secure the Carbon Offset Quantity in respect of the Sequestration Assets and for the avoidance of doubt following the payment of the Offset Price, the Supplier shall have no further right or title to sell the Carbon Offset Quantity in respect of such Sequestration Assets to any third party.

4.3 The Membership Fee shall be an annual fee which shall be due and payable annually on the Renewal Date.

4.4 In the event that a Customer fails, refuses or neglects to pay the Membership Fee within 30 days of the Renewal Date, then the Supplier shall no longer be obliged to provide any Membership Services and the Customer shall no longer be permitted use to the Badge or to avail of any the Membership Benefits.

5. SUPPLIER COVENANTS

5.1 The Supplier covenants with the Customer to:
5.1.1 Notify, as soon as is reasonably possible (and noting the varying constraints and dependencies associated with the planting of native woodland in Ireland), following the acquisition of the Carbon Offset Quantity, the Customer of the location of the Sequestration Assets and thereafter maintain a register and record of the location of the Sequestration Assets;
5.1.2 Grant access to the Customer to the lands on which the Sequestration Assets are located in accordance with the Membership Code;
5.1.3 Maintain and preserve the Sequestration Assets in accordance with best international practice as recommended by the board of Supplier and always with the intention to achieve the objectives of native woodland protection, fostering biodiversity and carbon sequestration, or similar recognising always that best international practice is ever evolving and therefore subject to change from time to time ;
5.1.4 Maintain and preserve an interest in the lands on which the Sequestration Assets and/or take all reasonable action to ensure that the Sequestration Assets remain preserved as native woodland; and
5.1.5 Comply with the obligations imposed upon it by the Membership Code.

6. SEQUESTRATION ASSETS

6.1 The Customer acknowledges that at the time of payment of the Offset Price, the Supplier may not hold title to the Sequestration Assets and that the Sequestration Assets may not have been planted, preserved or otherwise created.

6.2 The Supplier shall use reasonable endeavours to source and locate Sequestration Assets in Ireland, however, if this is not possible for any reason, the Supplier may select and locate Sequestration Assets anywhere in the world provided always that the Supplier can deliver to the Customer the Carbon Offset Quantity. For the avoidance of any doubt the selection and location of Sequestration Assets shall be for the sole determination of the Supplier.

6.3 The Customer shall have no interest or right or title to the Sequestration Assets save and except to the Carbon Offset Quantity produced from the Sequestration Assets.

7. LIABILITY OF SUPPLIER.

7.1 The Supplier’s total liability in contract, tort (including negligence), misrepresentation or otherwise in relation to these Terms and Conditions shall be limited to the Offset Price.

7.2 The Suppler shall not be liable to the Customer for:
7.2.1 any indirect, special or consequential loss or damage; or
7.2.2 loss of data or other equipment or property; or
7.2.3 economic loss or damage; or
7.2.4 incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
7.2.5 any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill.
7.3 The Customer acknowledges and agrees that the Offset Price reflects the limitations of liability contained in these Terms and Conditions.

8. FORCE MAJEURE

Neither party will be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by a Force Majeure Event.

9. PUBLICITY

9.1 The Customer shall, for so long as it is a Member, be entitled to use the Badge in marketing and other publicity material of the Customer, to publicly represent that it has acquired the Carbon Offset Quantity and is a Member of the Scheme, subject always to the Membership Code.

9.2 The Company shall, for so long as the Customer is a Member, be entitled to publicly represent in marketing and other publicity material of the Company, that it has sold the Carbon Offset Quantity to the Customer and that the Customer is a Member of the Scheme.

10. TERMINATION

10.1 If the Customer commits any breach of any of these Terms and Conditions, then, without limiting any other right or remedy available to the Supplier may remove the Customer from being a Member of the Scheme.

11. GENERAL

11.1 If any provision of these Terms and Conditions will be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

11.2 No variation, extension or cancellation of these Terms and Conditions will be binding upon the Supplier unless and until it is confirmed in writing under the hand of a director of the Supplier.

11.3 Failure or neglect by the Customer or the Supplier to enforce at any time any of the provisions of these Terms and Conditions will not be construed nor will be deemed a waiver of the rights of the Customer or the Supplier hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice the rights of the Customer or the Supplier to take subsequent action.

11.4 These Terms and Conditions will be construed in accordance with the laws of the Republic of Ireland and the Courts of the Republic of Ireland will have exclusive jurisdiction in relation to any matters arising out of these Terms and Conditions.

12. DEFINITIONS

12.1 In these Terms and Conditions the following expressions will have the following meanings:

“Badge” means the badge designed and owned by the supplier and connected with the scheme;
“Carbon Offset Certificate” means the certificate produced by the Supplier certifying that the Customer has purchased the Carbon Offset Quantity;

“Carbon Offset Quantity” means the quantity of carbon equivalent sequestered from the atmosphere by the Sequestration Assets and measured as tons of carbon equivalent (tCO2e) and purchase by the Customer pursuant to these Terms and Conditions;

“Customer” means the legal entity which purchases the Carbon Offset Quantity;

“Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

“Member” means the Customer for so long as it is a member of the Scheme;

“Membership Benefits” means the benefits available to the Customer pursuant to the provisions of the Membership Code;

“Membership Code” means the code developed by the Supplier to regulate the Membership Benefits and the Membership Services and held on the company website of the Supplier;

“Membership Fee” means the annual fee which is prescribed by the Supplier for membership of the Scheme which such amount may be increased from time to time at the reasonable discretion of the Supplier;

“Membership Services” means the services specified in the Membership Code;

“Offset Price” means the amount charged by Supplier to the Customer for the purchase of the Carbon Offset Quantity as set out in the Order Form;

“Order Form” means the standard form produced by the Supplier and completed by the Customer in connection with the purchase of the Carbon Offset Quantity

“Renewal Date” means the anniversary of the date specified on the Carbon Offset Certificate;

“Scheme” means the initiative known as “Irish Tech Goes Carbon Neutral” as may be amended and updated by the Supplier from time to time;

“Sequestration Assets” means the trees or other assets having carbon sequestration capabilities which have been planted or otherwise sourced by the Supplier for the purpose of sequestering the Carbon Offset Quantity;

“Supplier” means Environmental Preservation Trust Company Limited by Guarantee, a company limited by guarantee registered in Ireland under company number 658732 with its registered office at 110 Amiens Street, Dublin 1;

“Terms and Conditions” means the terms and conditions set out in this document;