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:
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
16. Obligations on termination
On termination or expiry of this agreement:
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.