Privacy Policy & Standard Terms and Conditions

Privacy Policy

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CUR8 Earth Limited ("CUR8") respects your right to privacy. This Privacy Policy explains who we are, how we collect, store, share and use personal data about you, and how you can exercise your privacy rights. This Privacy Policy applies to personal data that we collect, including through our website at www.cur8.earth, within our product(s) and on other websites that CUR8 operates and that link to this policy. If you have any questions or concerns about our use of your personal data, then please contact us using the contact details provided at the bottom of this Privacy Notice.

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1. Introduction

1.1 Important information and who we are

‍Welcome to CUR8 Earth Limited’s Privacy and Data protection Policy (“Privacy Policy”).

At CUR8 Earth Limited (“we”, “us”, or “our”) we are committed to protecting and respecting  your privacy and Personal Data in compliance with the United Kingdom General Data  Protection Regulation (“GDPR”), the Data Protection Act 2018 and all other mandatory laws  and regulations of the United Kingdom.

This Privacy Policy explains how we collect, process and keep your data safe. The Privacy  Policy will tell you about your privacy rights, how the law protects you, and inform our  employees and staff members of all their obligations and protocols when processing data.

The individuals from which we may gather and use data can include: 

• Customers 
• Suppliers 
• Business contacts 
• Employees/Staff Members 
• Third parties connected to your customers 

and any other people that the organisation has a relationship with or may need to contact. 

This Privacy Policy applies to all our employees and staff members and all Personal Data processed at any time by us. 
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1.2 Your Data Controller

CUR8 Earth Limited is your Data Controller and responsible for your Personal Data. We are  not obliged by the GDPR to appoint a data protection officer and have not voluntarily  appointed one at this time. Therefore, any inquiries about your data should either be sent  to us by email to hello@cur8.earth or by post to 91-93 Great Eastern Street, 4th Floor, London, England, EC2A 3HZ.

You have the right to make a complaint at any time to the Information Commissioner’s  Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We  would, however, appreciate the chance to deal with your concerns before you approach  the ICO so please contact us in the first instance.

1.3 Processing data on behalf of a Controller and processors’ responsibility to you 

In discharging our responsibilities as a Data Controller we have employees who will deal  with your data on our behalf (known as “Processors”). The responsibilities below may be  assigned to an individual or may be taken to apply to the organisation as a whole. The  Data Controller and our Processors have the following responsibilities:

• Ensure that all processing of Personal Data is governed by one of the legal bases  laid out in the GDPR (see 2.2 below for more information);
  
• Ensure that Processors authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of  confidentiality;
  
• Implement appropriate technical and organisational measures to ensure a level of  security appropriate to the risk associated with the processing of Personal Data;
  
• Obtain the prior specific or general authorisation of the Controller before engaging  another Processor;
  
• Assist the Controller in the fulfilment of the Controller's obligation to respond to  requests for exercising the data subject's rights;
  
• Make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in the GDPR and allow for and contribute  to audits, including inspections, conducted by the Controller or another auditor  mandated by the Controller;
  
• Maintain a record of all categories of processing activities carried out on behalf of a  Controller;
  
• Cooperate, on request, with the supervisory authority in the performance of its  tasks;
  
• Ensure that any person acting under the authority of the Processor who has access  to Personal Data does not process Personal Data except on instructions from the  Controller; and
  
• Notify the Controller without undue delay after becoming aware of a Personal Data Breach.

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2. Legal Basis for Data Collection

2.1 Types of data / Privacy policy scope

‍“Personal Data” means any information about an individual from which that person can  be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of Personal Data about you which we have grouped together below. Not all of the following types of data will necessarily be  collected from you but this is the full scope of data that we collect and when we collect it  from you:

• Profile/Identity Data: This is data relating to your first name, last name, gender, date  of birth.
  
• Contact Data: This is data relating to your phone number, addresses, email addresses, phone numbers.
  
• Marketing and Communications Data: This is your preferences in receiving marketing information and other information from us.
  
• Transactional Data: This is information of details and records of all payments you  have made for our services or products.
  
• Technical Data: This is your IP address, browser type and version, time zone setting  and location, operating system and platform, and other technology on the devices  you use to engage with us.
  
• Customer Support Data: This includes feedback and survey responses.
  
• Usage Data: information about how you use our website, products and services. 

We do not collect any Special Categories of Personal Data about you (this includes details  about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation,  political opinions, trade union membership, information about your health, and genetic  and biometric data). Nor do we collect any information about criminal convictions and  offences. 

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2.2 The Legal Basis for Collecting That Data ‍

There are a number of justifiable reasons under the GDPR that allow collection and  processing of Personal Data. The main avenues we rely on are:

• “Consent”: Certain situations allow us to collect your Personal Data, such as when you tick a box that confirms you are happy to receive email newsletters from us, or  ‘opt in’ to a service.
  
• “Contractual Obligations”: We may require certain information from you in order to fulfil our contractual obligations and provide you with the promised service.
  
• “Legal Compliance”: We’re required by law to collect and process certain types of  data, such as fraudulent activity or other illegal actions.
  
• “Legitimate Interest”: We might need to collect certain information from you to be  able to meet our legitimate interests - this covers aspects that can be reasonably  expected as part of running our business, that will not have a material impact on your rights, freedom or interests. Examples could be your address, so that we know  where to deliver something to, or your name, so that we have a record of who to  contact moving forwards. 

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3. How we use your personal data

3.1 Our data uses ‍

We will only use your Personal Data when the law allows us to.

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3.2 Change of purpose ‍

We will only use your Personal Data for the purposes for which we collected it, unless we  reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your Personal Data for an unrelated purpose, we will notify you and we  will explain the legal basis which allows us to do so.

Please note that we may process your Personal Data without your knowledge or consent,  in compliance with the above rules, where this is required or permitted by law. 

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4. Your rights and how you are protected by us

4.1 Your legal rights

‍Under certain circumstances, you have the following rights under data protection laws in  relation to your personal data:

• Right to be informed. You have a right to be informed about our purposes for  processing your personal data, how long we store it for, and who it will be shared  with. We have provided this information to you in this policy.
  
• Right of access. This enables you to receive a copy of the personal data we hold  about you and to check that we are lawfully processing it (also known as a "data  subject access request"). See section 4.4 below for more details on how you can  make a data subject access request.
  
• Right to rectification. You have a right to request correction of the personal data  that we hold about you. This enables you to have any incomplete or inaccurate data  we hold about you corrected, though we may need to verify the accuracy of the new  data you provide to us.
  
• Right to erasure. You have the right to ask us to delete or remove personal data  where there is no good reason for us continuing to process it, where you have  successfully exercised your right to object to processing (see below), where we may  have processed your information unlawfully or where we are required to erase your  personal data to comply with local law. Note, however, that we may not always be  able to comply with your request of erasure for specific legal reasons which will be  notified to you, if applicable, at the time of your request.
  
• Right to object. You can object to the processing of personal data we hold about  you. This effectively allows you to stop or prevent us from processing your personal data. Note that this is not an absolute right and it only applies in certain circumstances, for example:
  (i) Where we are processing your personal data for direct marketing purposes.
  (ii) Where we are relying on a legitimate interest (or those of a third party) and  there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms.
  (iii) In some cases, we may continue processing your data if we can demonstrate  that we have compelling legitimate grounds to process your information which override your rights and freedoms.
  
• Right to restrict processing. You have the right to request the restriction or  suppression of their personal data. Note that this is not an absolute right and it only applies in certain circumstances:
  (i) If you want us to establish the data's accuracy.
  (ii) Where our use of the data is unlawful but you do not want us to erase it.
  (iii) Where you need us to hold the data even if we no longer require it as you  need it to establish, exercise or defend legal claims.
  (iv) You have objected to our use of your data but we need to verify whether we  have overriding legitimate grounds to use it.
  
• Right to data portability. You have the right to request the transfer of your  personal data to you or to a third party. If you make such a request, we will provide  to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to  automated information which you initially provided consent for us to use or where  we used the information to perform a contract with you. 

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If you wish to make a request under any of these rights, please contact us at hello@cur8.earth. 

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4.2 Your control over CUR8 Earth Limited’s use of your Personal Data 

You may delete your account at any time – this will remove your account page from our  systems and our related software.

We guarantee this will delete all stored data.

Your account information will be protected by a password for your privacy and security.  You need to prevent unauthorised access to your account and personal information by  selecting and protecting your password appropriately and limiting access to your  computer or device and by signing off after you have finished accessing your account.

You can access information associated with your account by logging into your account you created with us.

Your account information will be protected by a password for your privacy and security.  You need to prevent unauthorised access to your account and personal information by  selecting and protecting your password appropriately and limiting access to your  computer or device and by signing off after you have finished accessing your account.

California Privacy Rights: Under California Civil Code sections 1798.83-1798.84, California  residents are entitled to ask us for a notice identifying the categories of personal customer information which we share with our affiliates and/or third parties for marketing purposes,  and providing contact information for such affiliates and/or third parties. If you are a  California resident and would like a copy of this notice, please submit a written request to hello@cur8.earth. 

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4.3 How CUR8 Earth Limited protects customers' Personal Data

‍We are concerned with keeping your data secure and protecting it from inappropriate  disclosure. Any Personal Data collected by us is only accessible by a limited number of  employees who have special access rights to such systems and are bound by obligations  of confidentiality. If and when we use subcontractors to store your data, we will not  relinquish control of your Personal Data or expose it to security risks that would not have arisen had the data remained in our possession. However, unfortunately no transmission  of data over the internet is guaranteed to be completely secure. It may be possible for  third parties not under the control of CUR8 Earth Limited to intercept or access  transmissions or private communications unlawfully. While we strive to protect your  Personal Data, we cannot ensure or warrant the security of any Personal Data you  transmit to us. Any such transmission is done at your own risk. If you believe that your  interaction with us is no longer secure, please contact us.

4.4 How to request your data and the process for obtaining it

‍You will not have to pay a fee to access your Personal Data (or to exercise any of the other rights). However, if your request is clearly unfounded, we could refuse to comply with your request.

We may need to request specific information from you to help us confirm your identity  and ensure you have the right to access your Personal Data (or to exercise any of your  other rights). This is a security measure to ensure that Personal Data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further  information in relation to your request to speed up our response. 

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5. Your data and third parties

5.1 Sharing your data with third parties ‍

We may also share Personal Data with interested parties in the event that CUR8 Earth  Limited anticipates a change in control or the acquisition of all or part of our business or  assets or with interested parties in connection with the licensing of our technology.

If CUR8 Earth Limited is sold or makes a sale or transfer, we may, in our sole discretion,  transfer, sell or assign your Personal Data to a third party as part of or in connection with  that transaction. Upon such transfer, the Privacy Policy of the acquiring entity may govern the further use of your Personal Data. In all other situations your data will still remain protected in accordance with this Privacy Policy (as amended from time to time).

We may share your Personal Data at any time if required for legal reasons or in order to  enforce our terms or this Privacy Policy. 

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6. How long we retain your data

We will only retain your Personal Data for as long as reasonably necessary to fulfil the purposes  we collected it for. We may retain your Personal Data for a longer period than usual in the event  of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you. 

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7. Age limit for our users ‍

You must not use CUR8 Earth Limited unless you are aged 16 or older. If you are under 16 and  you access CUR8 Earth Limited by lying about your age, you must immediately stop using CUR8 Earth Limited.

This website is not intended for children and we do not knowingly collect data relating to children.

8. International transfer of data‍

Your information may be stored and processed in the US or other countries or jurisdictions outside the US where CUR8 Earth Limited has facilities. By using CUR8 Earth Limited, you are permitting and consenting to the transfer of information, including Personal Data, outside of the US. 

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9. Notification of changes and acceptance of policy

‍We keep our Privacy Policy under review and will place any updates here. This version is dated 1 September 2022.

By using CUR8 Earth Limited, you consent to the collection and use of data by us as set out in this Privacy Policy. Continued access or use of CUR8 Earth Limited will constitute your express acceptance of any modifications to this Privacy Policy. 

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‍INTERPRETATION

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All uses of the word "including" mean "including but not limited to" and the enumerated examples are not intended to in any way limit the term which they serve to illustrate. Any email addresses set out in this policy may be used solely for the purpose for which they are stated to be provided, and any unrelated correspondence will be ignored. Unless otherwise required by law, we reserve the right to not respond to emails, even if they relate to a legitimate subject matter for which we have provided an email address. You are more likely to get a reply if your request or question is polite, reasonable and there is no relatively obvious other way to deal with or answer your concern or question (e.g. FAQs, other areas of our website, etc.). Our staff are not authorised to contract on behalf of CUR8 Earth Limited, waive rights or make representations (whether contractual or otherwise). If anything contained in an email from a CUR8 Earth Limited address contradicts anything in this policy, our terms or any official public announcement on our website, or is inconsistent with or amounts to a waiver of any CUR8 Earth Limited rights, the email content will be read down to grant precedence to the latter. The only exception to this is genuine correspondence expressed to be from the CUR8 Earth Limited legal department.

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Standard Terms and conditions

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All products and services provided by CUR8 Earth Limited (“CUR8”), whether delivered via our website, the CUR8 Platform or offline, and all other Applicable Terms agreed between the party entering the Applicable Terms  (“you”) and CUR8, are and will remain at all times during the Engagement subject to the following standard terms and conditions (the “Conditions”).

1. DEFINITIONS

In these Conditions and in the Applicable Terms, capitalised terms have the following meanings unless otherwise defined: 

Applicable Laws means any applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licences, approvals, interpretations and orders of courts which apply to the Party in question as a result of their activities, their jurisdiction of incorporation or operation, or otherwise.

Applicable Terms means any terms agreed and accepted between you and CUR8, which will include as a minimum:  (i) for any user of the CUR8 Platform, the EULA (including any third party terms referenced therein), these Conditions, the Privacy Policy and all associated Order Forms; and (ii) for any purchaser of Carbon Removals, the CDR MSA, these Conditions and all associated Order Forms; (iii) for any supplier of Carbon Removals, the CDR MPA, these Conditions and all associated Order Forms.

Assessment Updates has the meaning given in the EULA.

Buyer Order Form means any Order Form entered into between CUR8 and a CDR Buyer.

CUR8 Platform means the portfolio management application to enable businesses to plan their carbon removals strategy, assess different carbon removal Methods, view and manage their carbon removals portfolio.

Carbon Removals means the removal of carbon dioxide or carbon dioxide equivalent from the atmosphere and its placement in storage using various Methods.

Carbon Removal Unit or CRU means a unit which represents the removal of one metric tonne of carbon dioxide or carbon dioxide equivalent. A CRU may be a Pending Unit or a Verified Unit.

CDR Buyer means any Customer which has agreed to purchase CRUs from CUR8.

CDR Supplier means the company, organisation or other entity responsible for a Project and selling CRUs.

CDR MSA means any agreement between a CDR Buyer and CUR8 under which CUR8 purchased Carbon Removals on behalf of the CDR Buyer.

Change in Applicable Rules means a change in the applicable methodologies, rules and procedures of the Methodology that negatively and materially affect CDR Supplier’s ability to have the CRUs issued and delivered. 

Change in Law means any change in Applicable Laws or the introduction of new Applicable Laws in any Relevant Jurisdiction (including in connection with Article 6 of the Paris Agreement) that is not caused or contributed to by a Party and that a Party could not mitigate acting with commercially reasonable endeavours, that has implications for the performance of obligations by either Party under the Applicable Terms or the implementation and development of the Project. 

Collection(s) means any collection(s) of Projects selected by CUR8 and purchased by a CDR Buyer from time to time.

Comparable Terms means a purchase agreed for CRUs from the same CDR Supplier and (i) payable on the same trigger (in advance or on delivery); (ii) for a volume of CRUs no more than 200% greater or lesser than the order being placed by CUR8; (iii) not forming part of a transaction including a material quantity of non-CRU purchases.

Customer means the entity receiving any services or accessing any products provided by CUR8, whether paid or unpaid.

Delivery Deadline means the latest date by which the CRUs from a specific Project are required to be delivered by the CDR Supplier.

Dynamic Data means: 

1. any Portfolio Data, Assessment Updates or other Project or CDR Supplier updates provided to you over time following a purchase of CRUs under the terms of this Master Agreement or any Order Form;
2. any other commercially sensitive information regarding a Project, a CDR Supplier or the purchase of CRUs provided by CUR8 to you over time following a purchase of CRUs under the terms of an Order Form

Engagement means the period during which any of the Applicable Terms remain active between us.

Estimated Delivery Dates means the dates, where specified in the Order Form, by which the CRUs from each Project are intended to be capable of retirement.

EULA means the end user licence agreement applicable to the use of the CUR8 Platform, as notified to users on the CUR8 website: cur8.earth, as amended from time to time.

Final Insolvency Event means any of the following events or analogous events:

1. a party disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business;
2. any step is taken to appoint a provisional liquidator or liquidator;
3. a party ceases, or threatens to cease, carrying on business; or
4. A party takes any steps to wind up its legal entity.

Force Majeure Event means any circumstance not within a Party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service and any other unforeseeable circumstances beyond the control of the Parties that is neither Party’s fault and that cannot, after the use of best efforts, be overcome.

Greenwashing means a Party providing misleading or unsubstantiated claims about the environmental benefits of a product, service, or business practice, intended to present an environmentally responsible public image that does not accurately reflect the Party's actual environmental performance.

Insolvency Event means any Ongoing Insolvency Event or Final Insolvency Event.

Intellectual Property means all intellectual property and all related rights including any and all patents, trademarks, service marks, copyrights, database rights, moral rights, rights in a design, know-how, confidential information and all or any other intellectual or industrial property rights, whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attaching thereto which is created, brought into existence, acquired, used or intended to be used.

Method means the method used to remove carbon dioxide or equivalent from the atmosphere, and store it, which may include but is not limited to: afforestation, reforestation, enhanced rock weathering, biochar, microbial soil technology, biomass burial, bio oil, biogenic CO2 capture, direct air capture, river alkalinity enhancement, ocean alkalinity enhancement, in each case as applicable.

Methodology means the various applicable internationally recognised voluntary carbon credit procedures and standards  for the measurement, monitoring, quantification, registration, verification, issuance, and transfer of eligible CRUs.

Ongoing Insolvency Event means any of the following events or analogous events:

1. a party is unable to pay its debts as they fall due;
2. any step is taken by a mortgagee to take possession or dispose of the whole or any part of a party’s assets, operations or business;
3. any step is taken for a third party to enter into any arrangement or compromise with, or assignment for the benefit of, a party’s creditors or any class of a party’s creditors; or
4. any step is taken to appoint an administrator, receiver, receiver and manager, or trustee of the whole or any part of a party’s assets, operations or business.

Order Form means an order form containing the key commercial details of any individual sale of CRUs.

Pending Units means CRUs that have not yet been verified or issued on a Registry.

PIU (Pending Issuance Unit) means a CRU relating to sequestration from the future growth of trees, under the UK Woodland Carbon Code or similar Methodology, and evidenced by a certified proof of planting. A PIU will be classified as a Verified Unit.

Post-Transfer Risk means the risk of cancellation, invalidation or reduction in value or volume of CRUs purchased under a CDR MSA after a Transfer of such CRUs has taken place.

Pre-Transfer Risk means the risk of CRUs purchased under the CDR MSA being subject to unavailability, non-issuance, delay or Under-Delivery.

Project means a project (being a distinct and separate site, premises, machine or location where the carbon removal process occurs) registered or to be registered as an eligible Carbon Removals project under a Methodology.

Quality Assessment means a detailed one-off assessment of a specific Project, from a technical, scientific and risk perspective, including an analysis of direct benefits, co-benefits, risks and available mitigations, and resulting in a score generated using CUR8's proprietary assessment framework.

Registry means a recognised database that tracks the ownership, issuance, retirement, and transfer of carbon credits.

Reserved Volume means the volume, in tonnes, of Carbon Removals to be purchased under a specific Order Form and as set out therein.

Shortfall Amount means the actual number of Carbon Removal Units which have not been delivered.

Static Data means:

3. the identity of any Approved Supplier;
4. name, location and/or other Project-specific details;
5. the price per tonne paid for the CRUs;
6. Quality Assessments, including any copies of or excerpts from any Quality Assessment; and
7. any other commercially sensitive information regarding a Project, a CDR Supplier or the purchase of CRUs provided by CUR8 to you prior to the execution of an applicable Order Form relating to that Project or CDR Supplier, or in relation to which no purchase has yet been made; 

Supplier Order Form means any Order Form entered into between CUR8 and a CDR Supplier.

Transfer Date means the date on which the CRUs are (i) transferred to a relevant CUR8 registry account to be held in custody on behalf of the CDR Buyer, (ii) transferred to a CDR Buyer's registry account, or (iii) otherwise proven to have been verified, capable of retirement and indelibly linked to or retired against the CDR Buyer’s name and for the CDR Buyer’s benefit (each a “Transfer”).

Under-Delivery means a shortfall between the agreed number of Carbon Removal Units to be delivered by a specific Project and the amount actually delivered by a Project on the Delivery Dates, in each case as set out in the relevant Order Form. This could be a complete Under-Delivery where no Carbon Removal Units are delivered, or a partial Under-Delivery where some, but not all of the required Carbon Removal Units are delivered.

Verified Units means CRUs that have been verified and issued on the Registry and are capable of immediate retirement.

Wilful Misconduct means wilful, wanton or reckless conduct of a party that seriously and substantially deviates from a diligent course of action and which is done with the knowledge of, or in utter disregard for, the harmful, foreseeable and avoidable consequences.

2. INFORMATION

Each Party providing Portfolio Data under the respective Applicable Terms undertakes to:

1. use reasonable endeavours to ensure that all information and documentation shared during the Engagement is true and accurate in all material respects; and
2. use reasonable endeavours to ensure that any scientific information shared during the term of the Engagement is based on established Methodologies issued by recognised standards bodies or Registries.

No Party will be liable for any losses incurred as the result of reliance on information disclosed to them under any Applicable Term, provided that the disclosing Party has complied with (a) and (b) above of these Conditions.

3. PAYMENT TERMS

If any Party fails to pay an invoice by the due date, then interest will accrue on overdue amounts from the due date until payment at the rate of 4% per annum above the Bank of England base rate. 

All invoices are payable within 14 days from the invoice date unless otherwise agreed.

If an invoice is disputed, there will be no delay in making payment of any part thereof which is not the subject of a genuine dispute.

4. INTELLECTUAL PROPERTY

Each Party will remain the owner of full legal and beneficial title to all Intellectual Property owned or controlled by them prior to the Engagement and any Intellectual Property conceived or created by or on behalf of them during the course of the Engagement, unless otherwise agreed in writing.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents, warrants and agrees:

1. it has full legal capacity, right, authority and power to enter into these Conditions and the Applicable Terms, to perform its obligations thereunder and to carry on its business;
2. these Conditions and each of the Applicable Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms;
3. it has at all times complied with all Applicable Laws in all material respects;
4. it is not subject to an Insolvency Event; and
5. it has not relied upon any representation made by the other party other than those expressly set out in the Applicable Terms.

6. INDEMNITY

Each Party (the “breaching party”) agrees to indemnify, defend, and hold harmless the other (the “non-breaching party”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

1. any breach of any representations, warranties, covenants, or agreements contained in the Applicable Terms;
2. any negligent act or omission or Wilful Misconduct;
3. any finding that the breaching party has knowingly or negligently engaged in Greenwashing.

7. FORCE MAJEURE

Neither Party will be liable for any delay or failure to perform its obligations under the Applicable Terms to the extent that such delay or failure is caused by a Force Majeure Event. 

If a Party (the “Affected Party”) is, or anticipates that it will be, prevented from performing an obligation under the Applicable Terms due to a Force Majeure Event (the “Affected Obligation”), it must promptly notify the other Party (the “Non-Affected Party”) with a written notice providing reasonable details of the Force Majeure Event. 

The Affected Party will be entitled to a reasonable extension of the time to perform the Affected Obligation(s) up to a maximum of 12 months, unless otherwise agreed (the “Extension Period”).  

The Affected Party must promptly notify the other party when the Force Majeure Event ceases to exist or is overcome. If the Affected Party remains unable to fulfil their obligations following expiry of the Extension Period, the Non-Affected Party may terminate any affected Applicable Terms. 

Where a Party deems (acting reasonably) that a Change in Law or Change in Applicable Rules has a material impact on its ability to perform its obligations under the Applicable Terms (including by causing performance by it of its obligations to be economically unviable), such Party will notify the other and the Parties will negotiate and agree upon the necessary changes to the Applicable Terms to ensure the continued performance of the Applicable Terms for the remainder of the Term, provided that any such amendments will substantially maintain the commercial terms and risk allocations that were applicable between the Parties before such a Change in Law or the Change in Applicable Rules occurred.  Where the Parties do not agree on the necessary changes to the Applicable Terms within 1 month of the date of the above-mentioned notice either Party may terminate the affected the Applicable Terms.  Termination of any Applicable Terms pursuant to the foregoing provision does not affect a Party’s accrued rights and obligations at the date of termination.  

This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under the Applicable Terms unless the Force Majeure Event affects relevant banking infrastructure and/or systems.

8. LIMITATION OF LIABILITY

Neither Party  (including anyone who works for each company) will be liable to the other for any loss of use, profits, interest, contracts, goodwill, market or economic opportunity, production, data or revenue or for increased cost of working or business interruption or any indirect, incidental or consequential loss whatsoever and howsoever caused whether foreseeable or not arising out of or relating to the Applicable Terms.

Nothing in the Applicable Terms shall exclude or limit liability for any claim (i) for breach of clauses 5 (Representations and Warranties), 9 (Confidentiality), 10 (Data Protection),  11 (Modern Slavery) and 12 (Anti-Bribery and Corruption) (ii) on account of death or personal injury resulting from a party’s negligence, wilful misconduct or for any other liability that cannot be excluded or limited by law.

To the maximum extent permitted by law, the parties’ aggregate liability to each other arising from, under or in connection with the Applicable Terms will be limited to the aggregate fees paid to CUR8 under all Applicable Terms in the preceding year (or if in the first year of use, the fees paid up to the date of the breach).

9. CONFIDENTIALITY 

"Confidential Information" in relation to the Party disclosing it (the “Discloser”) will include, but is not limited to any names and contact details of customers and potential customers or suppliers and potential suppliers, marketing/business plans, expansion plans, business strategy, sales forecasts, pricing structures and sales promotions, research activities, ideas, computer programs, financial information, results and forecasts, details of employees, requirements, terms of trade and identity of suppliers and customers, any information in relation to which the owes a duty of confidentiality to any third party and including any other information any businessperson, acting reasonably, would recognise as likely to be commercially sensitive or confidential, whether designated as such or not and will, with regards to CUR8’s confidential information only, include the Static Data and the Dynamic Data.  

Each of the Parties agrees that, as the Party receiving Confidential Information (the “Recipient”), it:

1. will not, without the prior written consent of the other Party, disclose to any person, including to affiliates, subsidiaries, shareholders, or other group companies, Confidential Information it has or acquires; and
2. will not, without the prior written consent of the other Party, use any Confidential Information it has or acquires other than for the specific purpose of fulfilling its obligations or exercising its rights under the Applicable Terms (the “Purpose”); and
3. will use commercially reasonable efforts to prevent the use or disclosure of Confidential Information by its employees, consultants, representatives or any other persons.

The confidentiality obligations do not apply to:

1. any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of such Party or any of their respective representatives;
2. any information disclosed by any Party to their respective bankers, financial advisers, consultants and legal or other advisers for the Purpose, under obligations of confidentiality no less onerous than those imposed by these Conditions (the “Permitted Recipients”);
3. any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council); and
4. any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in England or elsewhere.

In the event that any disclosure of Confidential Information is required pursuant to sub-clauses (c) or (d), the Party making the disclosure will, to the extent permitted by law, promptly inform the other Party of such required disclosure, consult with the other Parties in advance as to the form, content and timing of such disclosure, and reasonably cooperate with such other Parties to afford such other Parties opportunity to resist disclosure or obtain a protective order or similar relief to limit the disclosure of such Confidential Information.

10. DATA PROTECTION

In order to negotiate and fulfil their obligations under the Applicable Terms, the Parties will be exchanging limited personal data, including the names and contact details of the employees, consultants and representatives involved in these transactions. 

The Parties do not anticipate exchanging or disclosing any sensitive personal data and neither Party is processing personal data on behalf of the other Party.

Each Party will assist the other in complying with all applicable requirements of the Data Protection Act 2018, the EU General Data Protection Regulation (“GDPR”) and any other applicable legislation.

CUR8 will process any personal data received from you under the Applicable Terms in accordance with CUR8’s Privacy Policy at https://www.cur8.earth/legal/privacy-policy.

11. MODERN SLAVERY

Each Party shall and shall procure that its directors, employees, agents, representatives, contractors or sub-contractors shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.

Each Party shall have and maintain throughout the Engagement its own policies and procedures to ensure its compliance.

Breach of this clause shall entitle the non-breaching Party to terminate the Applicable Terms by written notice with immediate effect.

12. ANTI-BRIBERY & CORRUPTION

Each Party warrants that it has, and undertakes that it will, comply with all applicable international, national, state, regional, and local anti-bribery and anti-corruption legislation (including the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010) (the “Anti-Corruption Laws”), and in particular, that it:

1. it has a compliant anti-bribery and corruption policy which is notified and available to all of its employees;
2. it has in place adequate due diligence procedures to ensure all suppliers are legitimate, compliant with all Applicable Laws including Anti-Corruption Laws, and are not connected to any politically exposed person;
3. all of its contracts with its suppliers include terms requiring compliance with all Applicable Laws;
4. it has not made or offered, and will not make or offer, with respect to matters that are the subject of the Applicable Terms, any payment, gift, promise or other advantage (whether directly or through intermediaries) to or for the use of any public official, where such payment, gift, promise or advantage would violate the Anti-Corruption Laws; and
5. it is not aware of, and it shall promptly disclose to the other Party in writing any instance of its employees or suppliers soliciting, receiving from or offering to any third party any bribe or other benefit in connection with its performance of the Applicable Terms.

13. INSOLVENCY

Ongoing Insolvency

If an Ongoing Insolvency Event occurs in respect to either Party, the Parties agree to work together in good faith to honour the Applicable Terms, in cooperation with the management and/or any person appointed to manage the company’s assets, as relevant.

Final Insolvency

The following “Final Insolvency” section applies to any Order Form that has been executed, but in respect of which all Verified Units have not yet been delivered.

Each Party agrees to notify the other within 7 days if any Final Insolvency Event becomes reasonably likely.

Immediately prior to a Final Insolvency Event, affecting CUR8, the Parties agree that:

1. each relevant Supplier Order Form (to which the terms of the CDR MPA will be deemed to be incorporated by reference) will be novated from CUR8 to the CDR Buyer, such that the CDR Buyer receives the benefit (i.e. delivery of all outstanding Verified Units), and the burden (i.e. the obligation to make any outstanding payment) and be entitled to exercise the rights and perform the obligations of CUR8 as if the CDR Buyer were the original party; and
2. CUR8 and the CDR Buyer will enter into a termination agreement under which the terms of the CDR MSA and all associated Buyer Order Forms are terminated, subject to you agreeing, to the extent the CRUs have not yet been fully paid for, to make a payment to us on delivery of the CRUs, of all amounts agreed as payable to CUR8 under the related Buyer Order Form, less: (i) the amount payable to the CDR Supplier in respect  of any undelivered CRUs under relevant Buyer Order Form(s); and (ii) any amounts already paid.

Immediately prior to a Final Insolvency Event, affecting a CDR Supplier, the Parties agree, to the extent that delivery of the affected CRUs are delivered by a Project Owner on the CDR Supplier’s behalf, that:

1. each relevant Supplier Order Form (to which the terms of the CDR MPA and will be deemed to be incorporated by reference) will be novated from the CDR Supplier to the relevant Project Owner, such that the Project Owner receives the benefit (i.e. payment for all outstanding CRUs), and performs the burden (i.e. the obligation to deliver the CRUs) of the Supplier Order Form and be entitled to exercise the rights and perform the obligations of the CDR Supplier as if the Project Owner were the original party; and
2. CUR8 and the CDR Supplier will enter into a termination agreement under which the terms of the CDR MPA are terminated, subject to CUR8 agreeing, to the extent the CRUs have not yet been fully paid for, to make a payment to the CDR Supplier on delivery of the CRUs, of all amounts agreed as payable to the CDR Supplier under the relevant Supplier Order Form, less: (i) the amount payable to the Project Owner in respect of any undelivered CRUs; and (ii) any amounts already paid.

The Parties agree to do any and all such things as may be reasonably necessary to transfer of any affected Order Form and ensure that the termination of any Applicable Terms under this clause is valid, enforceable and binding.

Enforceability

This clause represents the intentions of the Parties, and their desire to ensure the continuity of the carbon removals transactions, for the benefit of the environment as a whole, irrespective of the insolvency of CUR8. However, the Parties acknowledge that it will remain subject, in all cases, to any Applicable Law governing the disposal of assets or the management of a business in insolvency, including but not limited to the Insolvency Act 1986, the Insolvency Rules 2016, the Enterprise Act 2002 and the Corporate Insolvency and Governance Act 2020 and may or may not be enforceable in the circumstances.

14. GENERAL

You represent and warrant that (i) you have full legal authority to bind the Customer to these Conditions and any Applicable Terms; and (iii) you agree to these Conditions on behalf of such Customer.

All amounts payable by any Party under the Applicable Terms are exclusive of any applicable value added taxes (VAT) or sales taxes in any jurisdiction. These taxes may be charged in relation to the supplies for which these amounts are considered as whole or partial payment.

We may vary these Conditions and any of the Applicable Terms by notice. To the extent that such changes have a material adverse effect on your rights or financial obligations thereunder, they will not take effect unless and until you have provided your express consent.

The Applicable Terms represent the entire agreement between the Parties regarding this sale and purchase and supersedes anything previously said, done or implied which adds to or conflicts with it. 

Nothing in the Applicable Terms will be deemed to constitute a partnership or joint venture between the Parties or constitute any Party the agent of the other for any purpose.

If a provision of the Applicable Terms is held to be void, invalid, illegal or unenforceable, that provision is to be construed as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from the Applicable Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions of the Applicable Terms.

No Party will assign or transfer any of the Applicable Terms without the prior written consent of all Parties.

The Parties agree that time is not of the essence in any Applicable Terms.

Each Party will bear its own costs and expenses in connection with the preparation, negotiation and entering into, and the Applicable Terms.  

the Applicable Terms do not confer any rights on any person or party (other than the Parties to the Applicable Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15. NOTICES

Any notice or other communication will be valid if sent to the email address last notified to the other Party, unless postal notice is required by law, and notice will be deemed to have made as follows:

1. if sent by email, upon dispatch to the email address of the recipient;
2. if sent by personal delivery, upon delivery at the address of the relevant Party; and
3. if sent by registered post, two business days after the date of posting. 

A Party may notify the other Parties of a change to its name, address or email address for the purpose of this clause and such change will be effective immediately upon receipt of the notification unless otherwise specified therein.

16. LAW AND JURISDICTION

The Applicable Terms and all disputes and claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales.

17. DISPUTE RESOLUTION

A Party may not commence court proceedings relating to any dispute, disagreement or claim arising from or in connection with the Applicable Terms (including any question regarding its existence, validity or termination) (a “Dispute”) without first meeting with a senior representative of the other Party to seek, in good faith, to resolve the Dispute.

Any disputes arising out of or in connection with the Applicable Terms will be referred to and finally resolved by arbitration pursuant to the Arbitration Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference in this clause. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be London. The language of the arbitration will be English. This arbitration agreement will be governed by and construed in accordance with the laws of England and Wales.

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