Terms of Use - Path Net Zero

AGREEMENT FOR THE ONGOING PURCHASE AND SALE OF CARBON CREDITS & PROTECTED REFORESTATION

Path Net Zero and The Buyer are collectively referred to herein as the “Parties”, and individually a “Party” to this Agreement. In consideration of the mutual promises hereinafter set forth, the parties agree to the following terms and conditions:

1. Calculator Access

Path Net Zero will enable access to an online calculator for the Buyer to calculate the individual and specific itinerary items of the Buyers trips carbon footprint to calculate the required carbon credits required to offset the emissions of the published trip, and the Buyer agrees to purchase the required credits exclusively through Path Net Zero.

2. Calculator Outputs

The Buyer accepts responsibility for the data input and the subsequent calculation of metric tons, and the Seller accepts responsibility to manage the delivery to offset the itinerary to Net Zero.

3. Managed Services

Where Path Net Zero provides calculations on behalf of the Buyer, the Buyer warrants that the information provided for the subsequent calculation of metric tons and costs to offset the itinerary to Net Zero are true and correct. The Buyer accepts responsibility for the provided data and the subsequent calculation of metric tons, and the Seller accepts responsibility to manage the delivery to offset the itinerary to Net Zero for the Buyer.

4. Calculator and Output Calculations

Access to the Calculator and the associated output calculations are proprietary to the Parties and cannot be shared, resold, published, white labelled, replicated, copied, or used in any other way without the prior written agreement of Path Net Zero.

5. Purchase and Sale

The Buyer agrees to purchase from the Seller, and the Seller agrees to sell to Buyer, the Contract Quantity of Carbon Credits & Trees Planted set forth in the Transaction Details which are attached hereto and incorporated herein by this reference. For purposes of this Agreement, the term “Carbon Credit” shall mean the environmental benefits associated with a reduction in greenhouse gas emissions equivalent to one metric ton of Carbon Dioxide equivalent which benefits will be verified pursuant to the procedures accepted by the Certification Standards(s) specified in the Commercial Terms & Delivery Schedule.

6. Title Transfer

Legal title including all rights, title, and interest in, and all benefits associated with the Carbon Credits, including marketing rights, which are the subject of this Agreement shall immediately pass from Seller to Buyer upon Seller’s receipt of full payment for the same in accordance with the Transaction Details.

7. Warranties

Seller represents and warrants that the Carbon Credits transferred from Seller to Buyer shall be issued and standing on an internationally recognized Registry, such as the Gold Standard’s registry, UNFCC (The United Nations Framework Convention on Climate Change) CDM (clean development mechanism) or VERRA (VCS - verified carbon standard) the EU registry or such other registry as may be agreed by both parties in writing. Each party represents and warrants to the other that:

(a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation,
(b) It has full power and authority to execute, deliver, and perform this Agreement and to carry out the transactions contemplated herein,
(c) This Agreement has been duly authorized by its governing body and delivered by it and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy or similar laws and by equitable principles,
(d) No authorisation, consent, notice to, registration or filing with any governmental authority is required for its execution, delivery, and performance hereof,
(e) It is entering into this Agreement with a full understanding of all risks which it is capable of assuming,
(f) Neither the execution, delivery, nor the performance of this Agreement by such Party conflicts with or will result in a breach or violation of any law, contract or instrument to which such Party is bound; and
(g) There are no legal or administrative proceedings by or before any governmental authority, now pending or to its knowledge threatened, that, if adversely determined, could materially adversely affect such Party’s ability to perform hereunder.

8. Counterparts

This Agreement may be executed in any number of counterparts and may be transmitted by email, which shall be deemed valid by each Party and all of which together shall evidence the same Agreement.

9. Applicable law and Dispute Resolution

Both Parties agree that this agreement shall be governed by the laws of the United Kingdom and that any dispute arising out of this Agreement will be resolved by UK courts.

10. Limitation of Liability

Except with respect to willful misconduct, neither Party’s liability shall exceed the total amount paid under this contract (or in the event a claim is being made for failure to pay, the amount that should have been paid) at the time of termination. Neither Party shall be liable to the other for any special, indirect, or consequential damages. The limitation of liability shall survive cancellation, termination, or expiration of this Agreement.

11. Confidentiality

The Parties shall keep the terms and conditions of this Agreement and any Confidential Information associated with it, strictly confidential and not disclose such terms and conditions to anyone, except for disclosures specifically permitted hereunder, and ensure that the Confidential Information is protected with reasonable security measures and degrees of care. Each Party may disclose Confidential Information to its affiliates, their officers, directors, employees and professional advisers, and to the auditors of any Affiliate, to the extent necessary and only for purposes connected with the Agreement where disclosure is; a) requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; b) or required by the rules of any stock exchange on which the shares or other securities of any Affiliate are listed; c) or required by the laws or regulations of any country with jurisdiction over the affairs of the Affiliate; d) or when consent of the other Party is received.

12. Marketing

Seller provides to Buyer upon request, photos, video clips (if available) and applicable marketing content in good resolution for each Project, including its associated activities, for marketing purposes. Buyer is allowed to make public any marketing material provided during the term of this agreement.

13. Complete Agreement

This Agreement, including the Commercial Terms & Delivery Schedule attached hereto, constitutes the entire Agreement between the parties and may not be amended except in writing signed by each of the parties.

14. Term

The term of this Agreement commences on the date of signing for 2 years and unless sooner terminated in accordance with this Agreement.

15. Termination

a) Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
b) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
c) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
d) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
e) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
f) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
g) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986.
h) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
i) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership).
j) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver.
k) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
l) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days.
m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
n) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
o) there is a change of Control of the Buyer.

16. Obligations on termination

On termination or expiry of this agreement:

a) a Seller shall:
i) immediately submit an invoice in respect of Services which it has supplied but for which no invoice has been submitted, which invoice shall be payable immediately.
ii) immediately deliver to the Buyer all Deliverables produced for that Buyer, whether or not then complete, and return all the Buyer Materials of the other party not used up in its provision of the Services. If the Seller fails to do so, then the Buyer may enter that Seller's premises and take possession of them. Until they have been delivered the Seller shall be solely responsible for the safe keeping of the Deliverables and Buyer Materials in its possession and shall not use them for any purpose unconnected with this agreement; and
iii) if so requested by the Buyer, provide all assistance that the Buyer reasonably requires to facilitate the transfer of the Services that the Seller has agreed to provide to that Buyer either to the Buyer itself or to any replacement seller appointed by the Buyer.
b) a Buyer, shall:
i) immediately pay the Seller's outstanding invoices and interest in respect in respect of the Services provided by that Seller; and
ii) immediately return all of the Seller's Equipment belonging to the other party. If the Buyer fails to do so, then the Seller may enter that Buyer's premises and take possession of its Seller's Equipment. Until they have been returned or repossessed, the Buyer shall be responsible for their safe keeping.
c) each party shall promptly:
i) return to the other party all documents and materials (and any copies) containing the other party's confidential information.
ii) erase all the other party's confidential information from its computer systems (to the extent possible); and
iii) on request, certify in writing to the other party that it has complied with the requirements of this clause.

17. Services

The Buyer will send Path Net Zero data on the offsets required/packages sold and will pay invoices on-time as per Payment Terms where the Buyer calculates the required volume via the calculator

Path Net Zero will send data to the Buyer on the offsets required/packages sold and will pay invoices on-time as per Payment Terms where calculating the Seller calculates the required volume on behalf of the Buyer via its calculator using the itinerary information provided by the Buyer

Path Net Zero and its project developers will retire the appropriate offsets & plant trees and will provide offset certificates/reforestation documentation (invoices) as set out above.