Sale and Purchase Terms and Conditions

These terms and conditions apply to the sale and purchase of Carbon Credits (as defined below) on or via the CSX Platform and should be read in conjunction with the General Terms of Use. If you are a Seller, please also read the Seller Terms and Conditions and if you are a Buyer please also read the Buyer Terms and Conditions.

CSX’s mission is to provide a trusted and transparent carbon marketplace that enables land managers and owners (‘Sellers‘) to sell Carbon Credits from a particular Project on the Seller’s land to corporate entities and other undertakings (‘Buyers‘) who wishes to offset their carbon footprint.  

‘Carbon Credits‘ represent measurable, verifiable emission reductions and/or sequestration from climate action projects, which have been designed to reduce, remove or avoid the emission of carbon dioxide (‘Project‘). Each Carbon Credit represents one tonne of carbon dioxide equivalent. After the Buyer purchases a Carbon Credit, that Carbon Credit is registered in favour of the Buyer so that it cannot be re-purchased by another buyer.  The Buyer will receive a certificate, which formally confirms that the Carbon Credit has been registered in the Buyer’s name.  

As part of a transaction, the Buyer will also receive information relating to the provenance and assessment of, and story behind, its Carbon Credits which may include, for example, drone footage or photographs of the Project (‘Associated Story’), which will enable a Buyer to demonstrate transparency and verifiability in respect of its carbon offsetting measures to its customers and stakeholders.  

‘Carbon Package’ shall mean the Carbon Credit(s) and Associated Story relating to a particular Project listed on the CSX Platform.  

1. CSX’S RELATIONSHIP TO YOU

1.1 CSX act an as intermediary between Sellers wishing to sell, and Buyers wishing to purchase, a Carbon Package. You agree and acknowledge that CSX is only  a party to the Carbon Credit Contract to the extent of its right and obligations under the contract. CSX is not liable for any obligations of the Buyer or the Seller arising under or in connection with the Carbon Credit Contract. The Buyer and Seller shall not amend or vary any terms in the Carbon Credits Contract, which relate to CSX’s rights and obligations.

1.2 CSX carry out reasonable checks to verify the identity and authority of each Seller and Buyer, but CSX cannot offer any guarantee or assurance that a Buyer or a Seller will complete a transaction.

2. SALE AND PURCHASE OF CARBON CREDITS

2.1 The Seller appoints CSX as its agent to broker the sale of the Carbon Package(s), which the Seller is offering for sale on the CSX Platform to potential Buyers.

2.2 If a Buyer is interested in a particular Carbon Package, the Buyer will submit an enquiry through the CSX Platform. CSX will review the enquiry and verify if the Buyer meets the eligibility criteria to proceed. The Buyer must only purchase a Carbon Package(s) for its own benefit, the Buyer is prohibited from purchasing the Carbon Credits on behalf of another entity as broker, agent or otherwise. It is at CSX’s absolute discretion whether to proceed with an enquiry from a Buyer and CSX shall have no liability for failing to respond or rejecting the enquiry.  

2.3 If CSX proceeds with the Buyer’s enquiry, CSX will act as intermediary between the Seller and Buyer to agree terms of the sale and purchase of the Carbon Package (‘Transaction‘). 

2.4 The Buyer’s enquiry and subsequent correspondence shall amount to offers and the Transaction shall not be confirmed until the Buyer, Seller and CSX have entered into the Carbon Credits Contract. The Carbon Credits Contract shall take effect on the date on which a copy signed by each of the Buyer and the Seller has been sent to contact@csxcarbon.com and signed by CSX (‘Completion‘).

2.5 Following Completion, CSX shall deliver to the Buyer a copy of the Associated Story.  

2.6 CSX shall also provide the Buyer with: 

  • a certificate issued by CSX certifying that the Carbon Credit(s) purchased have been registered in favour of the Buyer; and 
  • if applicable, any other certificates associated with those Carbon Credit(s) which may have been issued by a recognised standards body,  

(together, the ‘Carbon Credit Certificate(s)‘).  

3. DISPUTES AND COMPLAINTS

3.1 Any disputes that arises between a Seller and a Buyer in connection with a Carbon Credits Contract will be resolved directly between the Seller and the Buyer. However, each party shall promptly notify CSX of the dispute and provide reasonable information setting out the circumstances of the dispute. 

3.2 You may also notify CSX if you would like to make a complaint in relation to the conduct of a Seller or Buyer. However, CSX shall be under no obligation to take any action in respect of a complaint.  

3.3 Any notices given under this paragraph 3 by a Buyer or Seller to CSX must be sent to contact@csxcarbon.com.

4. ADDITIONAL SERVICES

4.1 The CSX Platform offers a forum for the sale and purchase of Carbon Credits and the Associated Stories between Buyers and Sellers only. CSX excludes all liability in connection with any additional services and/or products, which the Seller agrees to provide to the Buyer (for example, team corporate days at the Seller’s land) and the Buyer and Seller shall agree separate terms for the provision of those services and/or products.

4.2 CSX may, from time to time, offer you additional services. It is at CSX’s absolute discretion whether to provide you with such services. The terms and conditions on which CSX will provide you with any additional services will be governed by a separate terms.

SELLER TERMS AND CONDITIONS

 

5. AUTHORISATION TO SELL CARBON CREDITS

5.1 You have an obligation to provide all reasonable cooperation to assist CSX with providing the Buyer with the Associated Story materials and the Carbon Credit Certificates.

5.2 You warrant that you have all right and authority to list and sell the Carbon Credits and the Associated Story on the CSX Platform.

5.3 Subject to the clause 5.4, You indemnify CSX and/or a Buyer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by CSX and/or a Buyer arising out of or in connection with a breach of the warranty under paragraph 5.2 and/or under paragraph 6.5.

5.4 Your total liability to CSX and/or a Buyer in respect of the indemnity given under clause 5.3 above shall not exceed the Total Price paid or payable by the Buyer in connection with a Transaction.

6. SELLER CONTENT

6.1 You are responsible for the accuracy and completeness of your Associated Story and the description of the Carbon Credits you list on the CSX Platform (together the ‘Listing‘).  

6.2 You grant CSX a non-exclusive, worldwide, royalty-free, sub-licensable and transferable licence to display the Associated Story on the CSX Platform for as long as you are listed as a Seller on the CSX Platform.  

6.3 You grant any Buyer who you enter into a Carbon Credits Contract with a non-exclusive, worldwide, royalty-free, sub-licensable and transferable licence to use the Associated Story on its company website, marketing materials, presentations and other materials for the purpose of publicising the provenance and environmental impact of the Carbon Credits that it has purchased.  

6.4 You have a right to require the Buyer to cease using the Associated Story immediately if it:  

  • breaches the restriction of use under the Buyer Terms and Conditions; and/or  
  • uses the Associated Story in a way which you reasonably believe brings your reputation into disrepute or misrepresents the truth.

6.5 You warrant that:  

  • the Associated Story is true and accurate;  
  • you are the sole legal and beneficial owner of, and own all the rights and interests in, the Associated Story.  

6.6 You warrant that use by CSX and/or a Buyer of the Associated Story will not infringe any intellectual property rights of any third party and you hereby indemnify CSX and/or a Buyer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by CSX and/or a Buyer arising out of or in connection with a third party claim that use of the Associated Story infringes a third party’s intellectual property rights.  

7. CSX FEES

The Seller grants CSX the right to deduct the Commission Fee (defined in the Commercial Terms) and CSX shall pay the balance to the Seller within 30 days of receipt from the Buyer. Subject to CSX’s right to deduct the Commission Fee, CSX holds the Buyer’s money on trust for the Seller. 

8. NO REPEAT SALES

8.1 Unless otherwise agreed in writing by CSX, you agree not to offer the Carbon Credits listed and/or sold through the CSX Platform in any other forum.  

8.2 Notwithstanding your obligation above and unless otherwise agreed in writing by CSX, you agree that in the event you offer the same Carbon Credits in any other forum at the same time, the Carbon Credit Contract formed on the CSX Platform prevails over any transaction on the other forum irrespective of the actual timing of the transactions and irrespective of the contractual terms of the other forum. CSX accepts no liability to the third party from the other forum for any loss or damage arising under these terms, and the Seller shall indemnify CSX in the event of any third party claim arising from or relating to any other such contract.  

9. FUTURE SUPPLY OF CARBON CREDITS

THE TERMS OF THIS PARAGRAPH 9 ONLY APPLY IN CONNECTION WITH THE SALE OF CARBON CREDITS RELATING TO CARBON, WHICH HAS NOT BEEN SEQUESTERED YET (‘FUTURES‘)

9.1 If you enter into a Transaction for the sale of Futures, you agree to be bound by the following obligations:

  • a) you will sequester at least the minimum amount of carbon over the lifetime of the Carbon Credits Contract as specified in the applicable Listing;
  • b) you agree to maintain and care for the Land (as defined in the Commercial Terms) and you agree not to change use of the Land or do anything to the Land, which would inhibit your ability to meet your obligation under paragraph 9.1 a. above;
  • c) you will grant CSX access to the Land on reasonable notice to monitor your compliance with 9.1a. and 9.1b above.

9.2 If the Land is damaged, CSX shall assess the Land to determine if the project is still viable. CSX shall notify the Buyer and the Seller of its assessment and the Buyer and Seller shall discuss possible remedial actions. If the Buyer and the Seller cannot reach an agreement on the best course of action within 30 days of CSX’s notification or if CSX determine that the Project is no longer viable, then the Buyer and Seller shall each have a right to terminate the Carbon Credits Contract and the Seller shall give the Buyer a refund for any Futures, paid for but not received.

BUYER TERMS AND CONDITIONS

 

10. AUTHORITY TO PURCHASE

10.1 You warrant that you have authority to complete the Transaction as or on behalf of the Buyer.   

10.2 You hereby indemnify CSX and/or a Seller against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by CSX and/or a Seller arising out of or in connection with a breach of the warranty under paragraph 10.1.  

11. PURCHASE CONDITIONS

11.1 You have an obligation to pay the Seller for the Carbon Credits you have selected and confirmed.  

11.2 You are purchasing Carbon Credit certificates created through the Project and accordingly the Seller does not transfer legal ownership of the Carbon Credits that you have selected.  

11.3 On completion of a Transaction you are entitled to receive:  

a) the Associated Story; and  

b) the Carbon Credit Certificate(s) 

12. PAYMENT

12.1 Following Completion, CSX will request payment of the Total Price. Within 7 days of receiving such request, the Buyer shall pay the Total Price to CSX by bank transfer to a bank account designated by CSX. Subject to CSX’s right to deduct the Commission Fee, CSX holds the Buyer’s money on trust for the Seller.

12.2 Subject to clause 12.3, below, all purchases of Carbon Credits are final. Once a Transaction has completed, you will not be entitled to a refund for the Carbon Credits if you change your mind.

12.3 If you have purchased Futures and the Seller has: 

a) failed to complete the relevant ground actions within the time period agreed in the Transaction particulars;  

b) failed to maintain the Land sufficiently to deliver the Carbon Credits; and/or 

c) damaged or re-purposed the Land to the extent that it can no longer fulfil the quantity of Futures purchased by the Buyer, 

and the Seller fails to remedy such breach (if remediable) within 30 days’ notice from the Buyer, the Buyer may terminate the Carbon Credit Contract and the Seller shall refund the Buyer for any Futures purchased, but not registered in favour of the Buyer.

13. YOUR USE OF THE ASSOCIATED STORY

13.1 CSX shall not be liable for any content or information included in the Listing. You are responsible for reading the Listing in full before you commit to purchasing the Carbon Credits on the CSX Platform.   

13.2 On Completion , you are granted (by the Seller) a non-exclusive, worldwide, royalty-free, sub-licensable and transferable licence to use the Associated Story on your company website, marketing materials, presentations and other materials for the purpose of publicising the provenance and environmental impact of the Carbon Credits that you have purchased only. You shall not be entitled to use the Associated Story for any other purpose and you may not amend or alter the materials that comprise the Associated Story without the prior written consent of the Seller.  

13.3 If you display the Associated Story publicly, on your company website or otherwise, you are under an obligation to state expressly how many tonnes of carbon dioxide equivalent you purchased in the Transaction from CSX. CSX has the right to require you to cease using the Associated Story if you breach your obligation under this paragraph.  

13.4 The Seller has a right to require you to cease using the Associated Story immediately if you:  

  • breach paragraph 13.2;  
  • use the Associated Story in a way which the Seller reasonably believes brings its reputation into disrepute or misrepresents the truth.  

13.5 If you are required to cease using the Associated Story, you will either delete and remove all materials comprising the Associate Story or return such materials to the Seller, at the Seller’s request. For the avoidance of doubt, this termination of your right to use the Associated Story will not affect you purchase of the Carbon Credits, which have been registered in your name or your right to display the certificate issued to you on completion of the Transaction.  

13.6 If you think that any content in the Listing contains a defamatory or illegal message or that it intellectual property rights of a third party, you agree to notify CSX promptly.