CLIMATE POSITIVE

BUSINESS TO BUSINESS TERMS AND CONDITIONS

Agreed terms

When you buy from us you are agreeing to the terms set out in this document (these Terms). Please read these Terms carefully before placing your order.

Any new features or tools which are added to the current store shall also be subject to these Terms. You can review the most current version of these Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of our services or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Website.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the services, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of these Terms will result in an immediate termination of your services.

These Terms were last updated on 11 November 2022

1. About us
   • SCB Environmental Markets SA (company number CHE-113.417.077), trading as Climate Positive (we and us), is a company registered in Switzerland and our registered office is at Avenue Perdtemps 23, 1260 Nyon, Switzerland. We operate the website climate-positive-store.myshopify.com (Website). 
   • To contact us, telephone our team at +41 78 411 62 13 or email us at support@climatepositive.com.   
2. General conditions
   • You may not use our products for any illegal or unauthorised purpose nor may you, in the use of the services, violate any laws in your jurisdiction (including but not limited to copyright laws).
   • You must not transmit any worms or viruses or any code of a destructive nature.
   • A breach or violation of any of these Terms will result in an immediate termination of your Services.
3. Accuracy, completeness and timeliness of information
   • We are not responsible if information made available on this Website is not accurate, complete or current. The material on this Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Website is at your own risk.
   • This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Website at any time, but we have no obligation to update any information on our Website. You agree that it is your responsibility to monitor changes to our Website.
   • We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this Website is void where prohibited.
   • We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
4. Accuracy of billing and account information
   • We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
   • You agree to provide current, complete and accurate purchase and account information for all purchases made on our Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
5. Optional tools
   • We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
   • You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
   • Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
   • We may also, in the future, offer new services and/or features through the Website (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.
6. Third-party links
   • Certain content, products and Services available via our Website may include materials from third-parties.
   • Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
   • We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
7. Errors, inaccuracies and omissions

Occasionally there may be information on our Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on our Website is inaccurate at any time without prior notice (including after you have submitted your order).

8. Modifications to the service and prices
   • Prices for our products and services are subject to change without notice.
   • We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time.
   • We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.
9. Our contract with you
   • These terms and conditions (Terms) apply to the order by you and the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • These Terms and the Contract are made only in the English language.
   • You should print off a copy of these Terms or save them to your computer for future reference.
10. Our services
    • We give businesses, via individual contract, the opportunity to determine their greenhouse gas emissions and offset these emissions through our decommissioning of CO₂ certificates from the climate protection projects we support (Services).
    • We will ensure that a sufficient quota of suitable emission certificates is available for the contractually agreed CO₂ offset. You have no claim to the personal receipt of CO₂ certificates, or to the purchase, or any other specific use, of emission reduction certificates.  Under these Terms, you only receive confirmation of retirement as an offset of the amount of CO₂ you declared in your order.
11. Climate protection projects
    • The CO₂ savings realised via our climate protection projects comprise a third-party service provided by independent operators, for which we assume no liability of our own and on which we may have no direct influence.
    • Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea of the projects described in them. They do not have any contractual force.
    • Although we only select projects whose operators are considered trustworthy and who are contractually obliged to comply with fixed standards (e.g. the ‘Gold Standard’ or the ‘Verified Carbon Standard’), we cannot guarantee a specific result in the reduction of emissions via a particular project. If there is an unforeseen delay to one of our carbon offset projects or if a carbon offset project fails to achieve certified emission reductions, we will ensure that CO₂ offsetting is provided through another project. Under no circumstances do we guarantee that the CO₂ offsets you order will be provided via one particular project that we support.
12. Placing an order and its acceptance
    • Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on our Website. Each order is an offer by you to buy the Services specified in the order subject to these Terms.
    • Sometimes we may have to reject orders due to geographical or age restrictions. Presently, the Services are provided in the United Kingdom only. Furthermore, we may not be able to provide the Services to you, if you fail to provide the information set out in clause 12.5 below.
    • Please check your order carefully before confirming it. You are responsible for ensuring that your order is accurate.
    • Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation). You cannot cancel the order once you have received your Order Confirmation.
    • For the purposes of providing the Services to you, we will ask you for your vehicle and engine types and other relevant information which will enable us to calculate the emissions that you wish to offset. You are responsible for making sure that all such details are correct. If you have any questions concerning your CO₂emissions, please contact our Customer Service Team at support@climatepositive.com.
13. Payment  
    • We will charge you when you order.
    • We will not handle any financial transaction with you: your transaction will be processed through our third-party payment services provider. You authorise our payment services provider to request funds from your credit, debit or other card provider. It is your responsibility to familiarise yourself with our payment services provider’s terms and conditions, which are different from these Terms.  
    • Once funds have been credited to our account, the name that will appear on your billing statement will be SCB Environmental Markets SA.
14. Intellectual property rights
    • Anyone may access and view our Website or any other website controlled or owned by us, which links to these Terms, provided:

• it is used for information purposes only and is not reproduced for commercial gain or on any other website;
• no links are created to the Website; and
• no part of the Website is copied, stored, or transmitted in any way to any third-party without our prior written permission.

We are only responsible for content on our Website, for which we create, host, publish and disseminate the content ourselves. We are not liable for the accuracy and legality of third-​party information and statements even if this information is made accessible on our Website or social media platform that we operate.

• We, or and/our third party licensors, own all of the rights, title and interest, including the copyright, in all of the information, data, text, graphics, links or computer code published, contained or available on the Website (Materials). Unauthorised use of the Materials, including but not limited to its reproduction, storage, modification, distribution or republication, without our prior written consent or, where applicable, the respective copyright owner(s), is prohibited. The “Climate Positive” logo is our registered trademark. You are not permitted to use any of our trademarks without our prior written approval.
• We grant you the right to display the Climate Positive logo sticker you receive from us on your motor vehicle/automobile. You agree not to reproduce, duplicate, copy, forge or otherwise manipulate, sell, resell, or exploit the sticker for any commercial purposes without our prior approval in writing. You agree not to use the sticker in any fashion that conflicts with our values and goals.

15. Third-party websites
    • The Website may, from time to time, contain links to third-party websites that are not operated by us. Such links are provided for your convenience only and may include, among others, websites necessary for the purposes of taking payment from you, such as Stripe. We do not control such websites, and are not responsible for their content.  By including links to third-party websites, we are not endorsing any of the material on such websites or any association with their operators. You are solely responsible for assessing the accuracy and completeness of any information contained on third-party websites, and the value and integrity of any goods and services offered by such websites, and use of those third-party websites is entirely at your own risk.
16. Privacy and data protection
    • Processing of your personal data. We are committed to protecting your personal data. For more information, read our privacy policy. We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into these Terms.
    • We use cookies to enhance customers’ online experience. For further information, read our privacy policy.
    • We cannot guarantee the security of information transmitted via the internet. Any loss incurred or sustained by you in transmitting information via e-mail or other internet links shall be borne solely and exclusively by you. In no event shall any such loss in whole or part be borne by us.
17. Limitation of liability
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence; and
      • fraud or fraudulent misrepresentation.
    • Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and
      • any indirect or consequential loss.
    • We specifically disclaim any liability for any harm resulting from the display of the “Climate Positive” sticker on your motor vehicle/automobile, including vandalism or damage to your motor vehicle/automobile.
    • Subject to clause 1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount paid for the Service.
    • We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
    • We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
    • You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
    • You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
    • In no case shall SCB Environmental Markets SA, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
    • This section 17 will survive termination of the Contract.
18. • You agree to indemnify, defend and hold harmless SCB Environmental Markets SA and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
    • This section 18 will survive termination of the Contract.
19. Changes to these terms
    • We can always make the following changes to these Terms:
      • to reflect changes in relevant laws and regulatory requirements; and
      • to make minor technical adjustments and improvements, for example to address a security threat.

These are changes that don't affect your use of the service.

• We will always give you prior written notice of any changes we make that are likely to affect your use of the Services.

20. We can suspend supply of any of our Services

We do this to:

• deal with technical problems or make minor technical changes;
• update the service to reflect changes in relevant laws and regulatory requirements; or
• make changes to the service.

21. We can end our contract with you and claim any compensation due to us if:
    • you don't make any payment to us when it's due and you still don't make payment within 30 days of our reminding you that payment is due; or
    • you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the service, for example information concerning your CO2 emissions.
22. How to resolve disputes with us
    • If you have a problem, in the first instance you can always contact our Customer Service Team, which is available at support@climatepositive.com, and we will do our best to promptly resolve any dispute.
    • The Contract is governed by the laws of England and Wales and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of England and Wales.
23. General
    • Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of the Contract for all purposes. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate the Contract at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

• Entire agreement

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us on this Website or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

• Waiver

Any failure of ours to exercise or enforce any of our rights under these Terms shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such rights.

• Severance

Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

• Force majeure

If our supply of your service is delayed by an event outside our control, we attempt to contact you as soon as possible to let you know and do what we can to reduce the delay. We shall not be held to be in breach of our obligations hereunder nor liable to you for any loss or damage due to any cause beyond our reasonable control including without limitation any act of God, fire, storm, flood, lightning, disease, strike, trade dispute, act of terrorism, pandemic, or any act or omission of government or regulatory bodies or communications operators.

• Third-party rights

The Contract is between you and us. No other person has any rights to enforce any of its terms.