These Terms and Conditions govern both your access to and use of the CLP Carbon Credits Website located at
http://www.clpcarboncredits.com (“
Website Contract”) and your purchase of Carbon Credits through the website (“
Carbon Credit Contract”). The CLP Carbon Credits Website is owned and operated by the CLP Holdings Limited and/or its subsidiaries and affiliates (
“CLP Group”). Your Website Contract is with CLP Research Institute Limited. If you acquire Carbon Credits from a project which is located in India, your resulting Carbon Credit Contract will be with Apraava Renewable Energy Pvt Ltd.
In consideration of your access to or use of the website, you agree (in your individual capacity, and also for and on behalf of your organisation) to abide by, and be bound by, these Terms and Conditions, the
Disclaimers, and the
Copyright Notice.
- Definitions. In these Terms and Conditions:
“Carbon Credit” means a CER or VER.
“CER” means a certified emission reduction unit issued pursuant to:
- Article 12 of the Kyoto Protocol and requirements thereunder;
- the relevant provisions in the mechanism defined as ‘Clean Development Mechanism’ in Article 12 of the Kyoto Protocol (CDM); and
- the United Nations Framework Convention on Climate Change adopted in New York on 9 May 1992, the optional protocol to the Convention adopted at the Third Conference of the Parties to the Convention in Kyoto, Japan on December 11, 1997 (“Kyoto Protocol”), the Marrakesh Accords, any relevant decision, guideline, modality or procedure made pursuant to them (including decisions of the CDM Executive Board) and of successor international agreements or supplementary international agreements or decisions regarding any of carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride, and any other substance recognised as a greenhouse gas under the instruments above (“Greenhouse Gas”) emissions (mandatory or voluntary) (as applicable) (together, the “International Rules”),
and is equal to a Greenhouse Gas reduction of one metric ton of carbon dioxide equivalent, calculated in accordance with the relevant International Rules, and includes all rights to the underlying Greenhouse Gas reductions.
“CLP”, “we” or “us” is a reference to the CLP Group, or CLP entity which is the party to your relevant Carbon Credit Contract or Website Contract.
“VER” means a voluntary emission reduction or verified carbon unit (VCU) issued pursuant to a VER Standard and is equal to a Greenhouse Gas reduction of one metric ton of carbon dioxide equivalent calculated in accordance with the relevant VER standard, and includes all rights to the underlying Greenhouse Gas reductions.
“VER Standard” includes but is not limited to the Verified Carbon Standard, Gold Standard or Emission Reduction Standard.
- Carbon Credit Contract. You may purchase a Carbon Credit by electronically executing a Carbon Credit Contract and paying the relevant price set out on the website.
A) Calculation of Carbon Credits
All CERs will be calculated and verified in accordance with the methodologies and procedures set out in the relevant International Rules.
All VERs will be calculated and verified in accordance with the methodologies and procedures set out in the relevant VER standard and are verified by an independent third party.
CLP calculates Greenhouse Gas offsetting exclusively on the basis of data provided by you and does not provide any additional Greenhouse Gas offsetting. CLP is not responsible for inaccurate, erroneous or incomplete data or for calculation errors resulting from inaccurate, erroneous or incomplete data.
The website contains a number of carbon footprint related calculators which have been produced on a reasonable efforts basis by CLP and represent an estimated Greenhouse Gas offset amount. CLP has taken reasonable care to ensure the information is accurate, but is not liable for any error or omission.
B) Price of Carbon Credits
All prices listed on the website are in US dollars and are exclusive of all taxes. You must pay to CLP the price set out on the website for each Carbon Credit (plus any applicable taxes). You are responsible for all taxes arising out of your purchase of Carbon Credit.
C) Purchase of Carbon Credits
When you purchase a Carbon Credit you are only purchasing the right to have that Carbon Credit retired from the relevant register. You do not acquire any other interest or ownership right in the Carbon Credit. Accordingly you cannot resell, dispose of a Carbon Credit or grant any third party any form of interest in a Carbon Credit.
D) Retirement and issue of Carbon Credit Certificate
Once we receive full payment for Carbon Credits which are the subject of your Carbon Credit Contract, we will issue you with a certificate confirming that those Carbon Credits will be (or have been) retired from the relevant register (“Carbon Credit Certificate”). If your Carbon Credit Certificate certifies that a Carbon Credit will be retired we will take the necessary steps to retire the Carbon Credit.
A Carbon Credit which is a CER will be retired from the ‘Clean Development Mechanism’ register defined in the Kyoto Protocol. A Carbon Credit which is a VER will be retired from the relevant VER registry.
CLP will group orders together, and purchase and retire Carbon Credits in batches periodically.
Retirement will occur at regular intervals defined by CLP in its sole and absolute discretion.
E) Underperforming projects
In the unlikely event that Carbon Credits are no longer available for your nominated project (or that project does not produce the projected number of Carbon Credits), CLP will ensure the appropriate amount of Greenhouse Gas is offset through an alternative project, which has at least the same certification or quality standard, and is the same type of project (ie renewable energy or improved energy efficiency).
- Cancellations and refunds.
To the extent permitted by law:
- you cannot cancel an order for Carbon Credits once you have paid for them; and
- CLP will not refund any amount paid under a Carbon Credit Contract.
- Your use of the website. You must not:
- do anything that might impair or adversely affect the operation of the website or which might prevent or impair any other person from using the website;
- defame, harass, threaten, menace or offend any person via the website;
- post or transmit any material which is obscene, indecent, inflammatory or pornographic material or material that breaches the law or could otherwise give rise to civil or criminal proceedings; or
- breach CLP’s or any third parties rights (including intellectual property rights).
- Comply with law. You agree to comply with any law applicable to you relating to the website or the Carbon Credit Contract.
- Your information. You confirm that any information you provide to CLP through the website is true and correct and that you are the person you represent to be. You agree to keep your login details and password (“Credentials”) safe and secure. You are responsible for all actions using your Credentials.
- Changes to the website. CLP may change the website or the information located on the website without notice at any time (“Change”).
- Termination or Suspension. CLP may terminate or suspend your right to access the website or buy Carbon Credits through the website at any time.
- Authorisation to contact you. CLP may contact you for any reason connected with the website or a Carbon Credit Contract using any contract information that you have provided. You consent to CLP recording those calls if it is legal to do so having regard to this written consent.
- Amendment of these Terms and Conditions. CLP may unilaterally amend these Terms and Conditions by publishing the new Terms and Conditions on the website or otherwise notifying you of the new Terms and Conditions. By continuing to use the website you will be deemed to accept the updated Terms and Conditions and agree to be bound by them.
- International access. The website may be accessed from outside Hong Kong. CLP make no representation that the information, the website nor the Carbon Credits comply with the laws (including intellectual property laws) of any country outside Hong Kong. If you access the website or process from outside Hong Kong, you do so at your own risk and you are responsible for ensuring compliance with all laws in the place where you are located.
- Third party claims. You indemnify us against any liability, loss, harm, damage, cost or expense we may suffer or incur (including as a consequence of any claim made by a third party, and including legal costs and expenses on a full indemnity basis) arising from or in connection with your breach of a Website Contract or Carbon Credit Contract, or your violation of any law or the rights of any third party.
- Our liability. To the extent permitted by law:
- all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are expressly excluded under these Terms and Conditions;
- we make no representation or warranty, and expressly disclaim all warranties, either express or implied, in relation to the website and the Carbon Credits;
- we make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency or security of the website, and we are not liable to you if the website or Carbon Credits are unavailable for any reason; and
- our liability to you arising directly or indirectly under or in connection with these Terms and Conditions and a Carbon Credit Contract or the performance or non-performance of website and a Carbon Credit Contract whether arising under any indemnity or statute, in tort (for negligence or otherwise) or on any other basis in law or equity is limited as follows:
- we will have no liability whatsoever to you for any loss of profits, loss of revenue, loss of goodwill, loss of customers, loss of or damage to reputation, loss of capital, downtime costs, loss under or in relation to any other contract or any economic, special, indirect or consequential loss, harm, damage, cost or expense (including legal fees) incurred by you or anyone else under or in connection with the website or the provision of the Carbon Credits; and
- to the extent that the law does not permit us to exclude liability, our total aggregate liability to you under or in connection with the website or the provision of the Carbon Credits is otherwise limited to an amount not exceeding the greater of HK$800 and the amount you pay to CLP for Carbon Credits under a Carbon Credit Contract.
- Ownership of website. All intellectual property rights in the website are owned by CLP or our licensors.
- Privacy and Confidentiality. We collect, store and disclose personal data in accordance with our Privacy Policy. You must not use or disclose our confidential information without our prior written consent.
- Survival. Any indemnity or any obligation of confidence under these Terms and Conditions is independent of, and survives termination or expiry of, these Terms and Conditions. Any other term by its nature intended to survive termination or expiry of these Terms and Conditions survives termination of these Terms and Conditions.
- Governing Language. These Terms and Conditions have been prepared in both English and Chinese. In the event of any inconsistency, the English version shall apply and be binding.
- General. These Terms and Conditions, the Privacy Policy, the Copyright Notice and the Disclaimers are governed by the laws in force in Hong Kong. The Carbon Credit Contract is governed by the laws in force in the jurisdiction where the project from which you acquired the relevant Carbon Credit is located.
A reference in these Terms and Conditions or on the website to the word “including” or any similar words or expressions are not to be construed as words of limitation. If any provision of these Terms and Conditions, the privacy policy or the Disclaimers is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. These Terms and Conditions, the privacy policy and the Disclaimers are the entire understanding and agreement between you and CLP relating to your use of the website and supersede all prior understandings and agreements.