REFLORA INITIATIVE MARKETPLACE TERMS AND CONDITIONS

REFLORA INITIATIVE MARKETPLACE TERMS AND CONDITIONS

REFLORA INITIATIVE LDA INFORMATION

Corporate Name: Reflora Initiative, LDA. (Hereinafter referred to as Reflora or Reflora Initiative)
Tax ID number: 261.983
Company incorporated in Portugal.
Registered office: Avenida Cidade de Leon - Ed. Brigantia Ecopark, Número 506, Bragança.
Contact e-mail: hello@reflorainitiative.com

DEFINITIONS

BENEFICIARY: A legal person who is named as the benefitting party of the Certificate received from the purchase of the carbon credit.

CARBON CREDITS: Refers to any tradable certificate that provides to the holder of the permit the right to emit one ton of carbon dioxide or any other greenhouse gas (tCO₂e).

CARBON FOOTPRINT CALCULATOR: Refers to the carbon emissions calculator developed by Reflora Initiative. By calculating the carbon footprint, the Customer shall obtain an estimation of the emissions generated from its activity based on the information provided by the Customer.

CARBON OFFSETS: Within the voluntary carbon market, individuals, companies, or organizations purchase carbon offsets to mitigate their carbon emissions to meet established emission reduction goals like carbon neutrality or net-zero. The carbon offsets result in the generation of a carbon credit obtained from a project duly certified by certification programs that verify the voluntary carbon market such as, but not limited to Verified Carbon Standard (VCS) and Gold Standard. These certification programs verify that the carbon offset credits are generated from an emission reduction project that meets the required standards, requirements, has a methodology and therefore approves the verification of the certification program.
CARBON OFFSETS PROJECTS: Are carbon offsets generated from forestry projects that result in carbon credits that are duly certified by a verifier entity. Therefore, these carbon offsets projects are verified by a high-quality certificate, duly indicated in the description of each forestry project offered through Reflora´s platform.

CERTIFICATE: Is an electronic document that records the information of the operation and recognizes the offsetting of the emissions in the amount of credits retired from a carbon offset project duly certified by a high-quality verifier entity.

CERTIFIER ENTITIES: Are third independent parties entities that certify the carbon credits generated from carbon offsets projects applying recognized standards to guarantee quality, transparency and credibility of the projects. The certifications emitted from these certifiers' entities can be used by the beneficiary or buyer of the carbon credits to achieve carbon neutrality.

CUSTOMER: Refers to a person, company or organization who purchases the products or services offered by Reflora.

PAS 2060 CARBON NEUTRALITY CERTIFICATION: Is an international recognized standard for carbon neutrality. Details the company’s carbon footprint, the measures taken to reduce carbon emissions and the purchase of carbon credits to offset the remaining emissions. Upon completion of the verification, the company receive the PAS 2060 Carbon Neutral certification and may use the Carbon Neutral label in its communications.

REFLORA´S PLATFORM/REFLORA´S MARKETPLACE: Refer to the online marketplace in which Reflora Initiative LDA promotes the carbon offsets projects and offers to purchase carbon credits duly certified by an official certifier entity.

AGRICULTURE, FORESTRY AND OTHER LAND USE PROJECTS (AFOLU PROJECTS): Refers to any afforestation, reforestation and conservation project available and promoted through Reflora´s platform where the customer can execute the purchase of carbon credits and therefore offset its GHG carbon emissions.
SUPPORT AGRICULTURE, FORESTRY AND OTHER LAND USE PROJECTS NOT CERTIFIED. Reflora offers to its Customers the opportunity to support projects that do not come from emissions trading systems such as verified carbon credits but that generate a positive impact in the environment. By investing in these projects, the Customer do not acquire carbon credits. Therefore, this type of investment cannot be used to offset carbon emissions neither to acquire the PAS 2060 Carbon Neutrality Certification. This condition is specifically mentioned in the description of each project when applied.

RETIREMENT OF A CARBON CREDIT: Refers to the moment in which the carbon offset is retired permanently from its corresponding registry, meaning that the serial identification number of the credit is removed from circulation in the carbon market impeding the credit to be resold.

ACCEPTANCE TERMS AND CONDITIONS

These terms and conditions will come into force when the Customer accepts them and consents to them by confirming the read and acceptance of the Terms and Conditions during the registration process, before accessing Reflora’ s platform. Additionally, by making any payment in conjunction with a purchase of the carbon credits the user agrees to be legally bound by these Terms and Conditions document.

In the event that the customer disagrees with any clause incorporated in these Terms and Conditions, will not accept them, impeding the execution of the operations through Reflora´s platform. However, any doubt of the clauses of the Terms and Conditions can be solved and analyzed by communicating through the following email address hello@reflorainitiative.com

GENERAL DESCRIPTION OF THE MARKETPLACE:

Reflora Initiative Marketplace is a platform enabling the Customer to purchase carbon credits. All the carbon credits offered on Reflora´s platform are duly certified by highly qualified standard entities in the market, guaranteeing transparency in the operation.

All projects emitting carbon credits are subject to periodic revisions by Reflora.

Additionally, Reflora offers to the customers the opportunity to support Agriculture, Forestry and other Land Use Projects not certified. These are projects that do not come from emissions trading systems such as verified carbon credits but do generate a positive impact in the environment. Therefore, this type of investment cannot be used to offset carbon emissions neither to acquire the PAS 2060 Carbon Neutrality Certification. This condition is specifically mentioned in the description of each project when applied.

Platform Access

Upon successful registration customers will be provided with credentials to enter the platform operated by Reflora. On the platform customers can access all projects Reflora works with which currently offer carbon credits to be purchased.

Project information provision

Reflora provides an executive summary of the projects, details about the type, name and location of the project and details about the amount, price and certification of the offered carbon credits or compensation options. Supplementing project documentation will be provided for download.

Purchase of carbon credits (Sale and purchase on demand, certified)

The Customer can choose the amount of carbon credits she/he wants to purchase for certified projects which issue carbon credits on the platform operated by Reflora. Once the Customer confirms a binding purchase, she/he will be provided with an invoice and the necessary details to perform the transfer to settle the purchase price due.

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival and the carbon credits will be purchased by Reflora from the specified project.

In case of non-receival of the amount due by Reflora on the specified bank account held by Reflora within the specified timeframe in the invoice, Reflora will contact the customer with a reminder and request to transfer the amount due.

Purchase of carbon credits (pre purchase, sale and retirement on demand, certified)

Reflora purchases carbon credits in bulk from specific projects and retains these credits active on the registry account held by Reflora.

The Customer can choose the amount of carbon credits she/he wants to purchase for certified projects which issue carbon credits on the platform operated by Reflora. Once the customer confirms a binding purchase, she/he will be provided with an invoice and the necessary details to perform the transfer to settle the purchase price due.

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival and the carbon credits will be retired by Reflora on behalf of and in the name of the customer.

Purchase of carbon credits (sale on demand, monthly purchase cycle, certified)

Reflora purchases carbon credits in bulk from specific projects at the end of a given month based on the sale of carbon credits of the given project.

The customer can choose the amount of carbon credits she/he wants to purchase for certified projects which issue carbon credits on the platform operated by Reflora. Once the customer confirms a binding purchase, she/he will be provided with an invoice and the necessary details to perform the transfer to settle the purchase price due.

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival by email.

Reflora will purchase the carbon credits from the given projects in a bulk purchase from the specified project on a monthly basis. Once Reflora receives the carbon credits on the registry account held by Reflora, the carbon credits are retired on behalf on and under the Customer's name.

Compensation of CO2 emissions (Sale on demand, monthly purchase cycle, non-certified / issued)

Reflora compensates co2 in bulk with specific projects on a monthly basis based on the aggregated compensation by customers with the specific project. The funds for compensation in this case are transferred to the project by Reflora on a monthly basis after the compensation transaction by the customer(s).

The customer can choose the amount of co2 s/he wants to compensate for any project which sequester co2 from the atmosphere but do not issue carbon credits in a registry as shown on the platform operated by Reflora. Once the customer confirms a binding compensation, s/he will be provided with an invoice and the necessary details to perform the transfer to settle the purchase price due.

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival.

Reflora will transfer the funds for compensation to the specified project on a monthly basis.

In case of non receival of the amount due by Reflora on the specified bank account held by Reflora within the specified timeframe in the invoice, Reflora Initiative will contact the customer with a reminder and request to transfer the amount due.

Compensation of CO2 emissions (pre purchase, sale on demand, non-certified / issued)

Reflora compensates CO2 in bulk with specific projects. The funds for compensation in this case are pre financed by Reflora.

The customer can choose the amount of CO2 she/he wants to compensate for any project which sequester CO2 from the atmosphere but do not issue carbon credits in a registry as shown on the platform operated by Reflora. Once the customer confirms a binding compensation, she/he will be provided with an invoice and the necessary details to perform the transfer to settle the purchase price due.

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival.

In case of non-receival of the amount due by Reflora on the specified bank account held by Reflora within the specified timeframe in the invoice, Reflora Initiative will contact the customer with a reminder and request to transfer the amount due.

Compensation of CO2 emissions (Sale and compensation demand, non-certified / issued)

Upon receival of the purchase price due on the specified bank account held by Reflora, the customer will be informed of the receival and the funds for compensation will be transferred by Reflora to the specified project.

Retirement of carbon credits

Sale, purchase and retirement on demand:

Upon receival of the carbon credits on the account held by Reflora with the registry the carbon credits are registered at, the carbon credits will be retired by Reflora on behalf of and in the name of the customer. The customer will be informed by Reflora of the retirement of the carbon credits by email.

Sale on demand, monthly purchase and retirement cycle:

For projects from which Reflora purchases credits in bulk on a monthly cycle, Reflora aggregates the carbon credit purchase from the project on a monthly basis. Once the monthly aggregated purchase from the project is concluded and Reflora receives the carbon credits on the registry account held by, Reflora retires the purchased credits on behalf of and under the customer's name.

Pre-purchase, on demand sale and retirement:

For projects from which Reflora pre-purchases credits in bulk, Reflora holds and retains the carbon credits in the registry account held by Reflora. Upon purchase of carbon credits and receival of the amount due by Reflora on the bank account held by Reflora, Reflora retires the purchased credits on behalf of and under the customer's name.

Provision of offset certificate

Upon retirement of the purchased carbon credits by Reflora on behalf of the customer, Reflora will provide a certificate of the amount of compensated carbon to the customer.

Upon successful transfer of the funds for compensation of CO2 emissions to a non-certified / non issuing project, Reflora will provide a certificate of the amount of compensated carbon to the customer.

SERVICES

Calculation of the carbon footprint

Reflora Initiative platform offer to its Customers the possibility to calculate the carbon footprint of their activities through a calculator developed by Reflora.

By calculating the carbon footprint, the Customer shall obtain a general estimation of the emissions generated from its activity based on the information provided by the Customer.

Compensation of carbon emissions through the purchase of carbon credits

Reflora Initiative hosts and operates an online carbon credit marketplace on which Customers interested in offsetting their carbon emissions can purchase carbon credits issued by AFOLU Projects. All available carbon credits on the marketplace are duly certified by high standard certifiers.

Through Reflora´s platform customers can compensate their GHGs emissions by purchasing carbon credits from different options of AFOLU Projects offered in the platform.

Impact report

Reflora will provide the client with an Impact Compensation Report detailing the information the overall impact of the chosen project, including the amount of exact compensation made by the client, the project towards which the impact was created, and additional material that can be used by the Client to promote its efforts to sustainability. This additional material would be provided for the customer that buy more than ten (10) carbon credits through our platform.

The responsibility for the use of the information provided in the Compensation Report lies solely on the Customer, and Reflora has no obligations or responsibility over the use of this information.

CARBON FOOTPRINT CALCULATOR

The calculations developed by the Carbon Footprint Calculator offered by Reflora are based on information provided by the Customer and are used to determine a general estimation of the amount of carbon emissions for carbon offset purposes. This calculation serves as an estimate based on information provided by the client to be used for communication purposes.

Reflora shall not be responsible for the calculation of any CO2 emissions produced from other activities, processes, actions, products and/or services outside of the scope informed.

Reflora shall not be responsible for the accuracy of the information provided by the Customer interested in calculating its carbon emissions through the Carbon Footprint Calculator.

The carbon footprint calculations obtained through the Carbon Footprint Calculator developed by Reflora, cannot be used currently for the request of a third-party certification, such as PAS 2060.

The customer expressly consents and accepts that the calculations provided by the Carbon Footprint Calculator of Reflora are estimates. Therefore, no responsibility will be attributed to Reflora because of inexact and inaccurate results obtained from the calculations of the carbon footprint of the Customer.

CERTIFICATION OF THE OFFSETTING PROCESS

After the customer purchases carbon credits on the platform and the purchase is completed by successful transfer of the purchase price to the above defined account held by Reflora, the carbon credits are purchased from the project. Upon receival of the carbon credit by Reflora Initiative from the project, the credits are immediately retired. This concludes the transaction and represents the offsetting of the respective amount of CO2 emissions.

After the purchase, Reflora will issue a certificate that is an electronic document that records the information of the operation. After retirement of the credits, Reflora provides the customer a certificate that recognizes the offsetting of the emissions in the amount of credits retired. One carbon credit is equal to one ton of CO2 emissions.

The emission of the certification of the offsetting process will not be applicable for the investment in the support of Agriculture, Forestry and other Land Use Projects not certified by verifiers entities, considering that these projects do not come from emissions trading systems such as verified carbon credits. Therefore, this type of support cannot be used to offset carbon emissions neither to acquire the PAS 2060 Carbon Neutrality Certification. This condition is specifically mentioned in the description of each project when applied.

FEES

The final price that the CUSTOMER shall pay for the transaction contains the following concepts:

The price for the services described in the clause five (5) “Services.
The price of the carbon credits purchased from the project selected.
When the credits are not directly owned by Reflora, the operation of purchasing carbon credits through Reflora´s platform will include a fee per transaction over the total amount of the operation that will be assumed by the buyer of the carbon credits and will vary depending on the project selected.
Therefore, the total due amount shall be equal to (Amount of Credits x Price per Credit) + Reflora’s Fee (if applicable) + VAT if applicable.

PAYMENT PROCESS

Upon the binding purchase of carbon credits on the platform operated by Reflora Initiative, the client will be provided with an invoice and the account and transaction details for the payment of the amount due to be transferred to. The payment is to be made by credit card or bank transfer in within the timeframe specified on the invoice.

CUSTOMER RIGHTS AND OBLIGATIONS

The Customer recognizes to be legally capable of entering the transactions and purchasing the services offered through Reflora’ s platform. If the Customer is a natural person, she/he expressly accepts to have the legal age to complete the transactions in the platform.

The Customer expressly accepts to have the necessary knowledge and information to understand how the platform functions and the operations that are conducted through it.

The Customer will develop an appropriate use of the services offered through Reflora’ s platform in accordance with the current applicable law, regulations, public and moral order and these Terms and Conditions.

The Customer is prohibited to use the services offered by Reflora to engage in illegal activities or immoral acts. For the avoidance of doubt, the Customer is prohibited to use any services offered through Reflora’ s platform to facilitate activities such as but not limited to money laundering, financing of terrorism, corruption or fraud.

The Customer expressly accepts and recognizes that Reflora Initiative reserves the right to deny providing the services offered to any Customer who violate the law, regulations and the legal provisions expressed above and in general in these Terms and Conditions.

The Customer commits to not execute any conduct that negatively interferes or block the services offered through Reflora’ s platform.

REFLORA INITIATIVE RIGHTS AND OBLIGATIONS

Reflora guarantees the services offered through the marketplace but the Customer expressly accepts that the services can be subject of modifications or suspension.

Reflora has the right to verify the availability of the carbon credits offered by the AFOLU Projects. Therefore, the purchase of the carbon credits is conditional on the availability of the carbon credits at the specified AFOLU Project the carbon credits shall be purchased from.

Reflora reserves the right to deny providing the services offered to any Customer who violates the law, regulations and the legal provisions expressed above and in general in these Terms and Conditions.

Reflora declares that the discovery of any fraudulent, unlawful or illegal conduct by any Customer will be immediately communicated to the responsible authorities.

DATA PROTECTION

According to the Regulation (EU) 2016/679 of the European Parliament and the European Council of April 27 of 2016, Reflora informs that personal data obtained and processed from the Customer will be saved in a database of the company REFLORA INITIATIVE LDA, established under the laws of Portugal, with identification number 516261983, with registered office at Avenida Cidade de Leon - Ed. Brigantia Ecopark, Número 506, Bragança.

Reflora expressly acknowledges that the Customer´s personal data is the sole property of the Customer. Therefore, for the proper provision of the services requested by the Customer, Reflora needs to access and process a set of personal data directly and/or on behalf of the Customer necessary for offering the services requested.

Reflora will collect and process the Customer personal data in its capacity as controller. Reflora may have access to process personal data for Customer´s identification, Customer’s billing, as well as to prevent money laundering, financing terrorism, fraud or to comply with other legal obligations, in compliance with applicable data protection laws.

Customer's personal data will be treated with a level of protection consistent with applicable data protection laws and will not be subject to discretional decisions.

Reflora will preserve Customer´s data for the time needed to comply with the legal obligations required, such as, but not limited to tax and accounting laws, and anti-money laundering laws.

The Customer is hereby informed that they may at any time exercise their rights of access, rectification, or deletion of data, in accordance with the law in force, as well as request that the processing be limited, oppose to it or request the portability of their data, by writing to our contact email: hello@reflorainitiative.com

LIMITATION OF LIABILITY

It isexpressly understood and agreed by the Customer that Reflora is excepted from any liability related with an interruption, suspension, technological inconvenient, delay, failure presented during the performance the service.

Reflora will not assume any responsibility related with the improper, immoral and especially unlawful use by the Customer of Reflora’ s platform and services.

Reflora will not be responsible of any damage or losses generated by fortuitous event or force majeure.

Is the responsibility of the Customer to understand and acknowledge the operation of purchasing carbon credits and identify the legal, accounting, financial, tax or any other implication of the transaction.

INTERRUPTION AND TERMINATION OF SERVICES

The Customer expressly accepts and recognizes that Reflora reserves the right to deny providing the services offered to any Customer who violate the law, regulations and the clauses established in these Terms and Conditions or develop illegal or immoral acts when using Reflora’ s platform.

Reflora reserves the right to interrupt the services delegated to it whenever the Customer fails to make the payment within the stipulated time, subject to compliance with applicable law and ethics standards.

GOVERNING LAW AND JURISDICTION

Reflora and the Customer agree initially attempt to solve all controversies and disputes arising under this agreement by conducting good faith and internal negotiations. However, the failure in internal negotiations will imply that the controversies shall be governed by and interpreted in accordance with the laws of Portugal and Reflora and the Customer expressly accept to submit to the exclusive jurisdiction of the courts of Portugal.