CARBON DIOXIDE REMOVAL SERVICES TERMS
These terms set out the basis upon which Seaweed Generation Ltd will provide you with carbon dioxide removal services. By agreeing to make a purchase of carbon dioxide removal services from us, you agree to be bound by these terms.
- We or Us: means Seaweed Generation Ltd.
- Charges: means the fees for the provision of the Services notified to you at the point of purchase.
- Services: means the removal of carbon dioxide from the atmospheric carbon cycle in the weight or volume specified to you at the point of purchase.
2. CARBON REMOVAL SERVICES
2.1. We shall provide the Services to you. You acknowledge that the method of carbon dioxide removal and the global location where such removal may occur shall be entirely at our discretion. We shall endeavour to provide the Services as promptly as possible, but you acknowledge that there shall be no deadline for us to perform the Services.
2.2. In supplying the Services, we shall:
- perform the Services with a reasonable level of care, skill and diligence in accordance with good industry practice;
- obtain, and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) which are necessary to enable us to comply with our obligations; and
- comply with all applicable laws, statutes, regulations and codes from time to time in force.
2.3. We shall provide you with notification of completion of the Services and appropriate evidence of the carbon dioxide removal.
2.4. You acknowledge and agree that you shall only use the output of the Services to offset against carbon emissions generated in the course of your personal or corporate activities if we have notified you that the provision of the Services has been certified by an appropriate certification body.
Save as expressly provided herein, we make no warranty or representation as to the accuracy, completeness, or effectiveness of the Services. Any advice or information provided by us is provided as is, and you use such advice or information entirely at your own risk. We shall not be liable to you in any way for any reliance placed by you upon the Services or upon on any advice or information provided by us.
4. CHARGES AND PAYMENT
4.1. In consideration for the provision of the Services, you shall pay us the Charges in accordance with this Clause 4.
4.2. All amounts payable by you exclude amounts in respect of value added tax which you shall additionally be liable to pay to us at the prevailing rate (if applicable).
4.3. You may elect at the point of purchase to pay for the Services up-front or upon confirmation from us that the Services have been completed. If you choose up-front payment, we shall not be obliged to provide the Services until we receive cleared payment from you. If you choose payment upon completion, you shall pay our invoice within 14 days of receipt.
4.4. You may not at any time set off any liability (claimed or actual) owed by us to you against the payment of any invoice. All invoices shall be payable in full.
4.5. No payments are refundable once made.
4.6. Late payments shall incur interest at a rate of 2% per calendar month.
5. LIMITATION OF LIABILITY
5.1. Nothing in these terms limits any liability which cannot legally be limited, including but not limited to liability for (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.
5.2. Subject to clause 5.1, our total liability to you in connection with any act or omission under or in connection with these terms or the provision of the Services, whether liability in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £1,000. We shall not be liable to you in any way for any indirect losses or damages.
6.1. We may terminate these terms with immediate effect by giving written notice to you if: (i) you undergo a change of control; (ii) your financial position deteriorates to such an extent that your capability to adequately fulfil your obligations under these terms has been placed in jeopardy.
6.2. Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 working days after being notified in writing to do so.
6.3. Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms shall remain in full force and effect.
6.4.Termination or expiry of these terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination or expiry.
7.1. Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
7.2. We may subcontract any or all of our rights or obligations under these terms.
7.3. The relationship of us to you will be that of independent contractor and nothing in these terms shall render us an employee, agent or partner of you. These terms constitute a contract for the provision of services only.
7.4. These terms constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
7.5. No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7.6. A waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
7.7. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or deleted if that is not possible. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms.
7.8. These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.