We may make changes to the Online Platform from time to time including, without limitation, changes to the functionalities and the layout or "look and feel" of the Online Platform, or in relation to any products or information made available on or via the Online Platform.
You may be able to access web sites operated by third parties by means of hyperlinks published on the Online Platform. Such third party web sites are owned and operated by third parties and we have no control over them or their content.
The fact that hyperlinks are included or displayed on the Online Platform does not imply that we approve of or endorse any third party web sites, the content displayed or the opinions expressed on such third party websites or the owners or operators of such third party web sites.
We accept no liability for any statements, opinions, information, products (including, without limitation, software) or services that are published on or may be accessible through any web sites owned or operated by third parties. Those web sites may also be subject to separate legal terms and conditions.
All rights in the Online Platform and in the content published on the Online Platform are owned either by us or made available to us under license by third parties. The Online Platform and all content published on the Online Platform is protected by copyrights. All trademarks, logos and other copyright protected content displayed or made available on the Online Platform are owned by us and/or our licensors, and may be registered in multiple jurisdictions across the world. Same as provided below, any use or reproduction of these trademarks, logos and other copyright protected content is prohibited.
You may view the content published on the Online Platform and you may print hard copies of material on it for your personal or internal business purposes. You are also entitled to download certain files from the Online Platform made available for this purpose and identified as such, which you may then use for your personal or internal business purposes. All other copying and usage is strictly prohibited.
7.5 Data Protection
We undertake to use any personal data obtained in connection with:
- Your access to or the use of the Online Platform; or
- The conclusion and performance of the CER Cancellation Contract,
solely for the purposes set forth in this Terms and Conditions including the conclusion and performance of the CER Cancellation Contract and in accordance with applicable UNFCCC secretariat and United Nations information protection policies.
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8. Disclaimer of warranties and limitation of liability
8.1 Disclaimer of warranties
You agree that you are making use of the Online Platform at your own risk, and that it is being provided to you on an "as is" and "as available" basis. Accordingly, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8.2 Limitation of liability
To the extent permitted, we (including legal representatives, employees or other vicarious agents such as information providers or content providers) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from these Terms and Conditions, including but not limited to:
- Your use of, or your inability to use the Online Platform;
- Guidance provided by us;
- Delays in or disruptions to the Online Platform;
- Viruses or other malicious software obtained by accessing, or linking to, the Online Platform;
- Glitches, bugs, errors, or inaccuracies of any kind on or in the Online Platform;
- Damage to your hardware device from the use of the Online Platform;
- The content, actions, or inactions of third parties, including items listed on the Online Platform or the removal of allegedly fake items;
- A suspension or other action taken with respect to your Account or breach of clause 7.1 “Acceptable use requirements”;
- The duration or manner in which your listings appear on the Online Platform and in search results;
- Any automatic reduction in the number of CERs being offered by you in the Online Platform to match the balance in your CDM registry account, and/or the CDM registry account from which you have authority to offer CERs, in accordance with clause 4.5 above “Additional Provider Obligations”; or
- Your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to the Terms and Conditions or our policies.
For the avoidance of doubt, the body that is responsible for supervising the implementation of the CDM, the Executive Board of the CDM, is not a legal entity and, therefore, may not and does not assume any liability whatsoever in relation to the use or operation of the Online Platform.
Also for the avoidance of doubt, the payment gateway operator or a financial intermediary (such as a bank), as the case may be, is a third party and, accordingly, we do not accept any liability for any acts or omissions of the payment gateway operator or the financial intermediary, as the case may be.
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You indemnify, defend, and hold and save harmless, the UNFCCC secretariat and the United Nations, and its officials, agents and employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind or nature brought by any third party against the UNFCCC secretariat or the United Nations, including, but not limited to, all litigation costs and expenses, attorney’s fees, settlement payments and damages, based on, arising from, or relating to, your breach of this Agreement, your improper use of the Online Platform or your breach of any law or the rights of a third party.
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10. Dispute Resolution and Immunities
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW YOU RESOLVE ANY CLAIM.
10.1 Dispute resolution
You will use your best efforts to amicably settle any dispute, controversy, or claim arising out of or in connection with these Terms and Conditions or the breach, termination, or invalidity thereof by first following the User Complaint Resolution Policy.
If you are unable to resolve the dispute under the User Complaint Resolution Policy then you must seek an amicable settlement through conciliation in accordance with the Conciliation Rules then prevailing of the United Nations Commission on International Trade Law (UNCITRAL).
Any dispute, controversy, or claim between the parties arising out of the Terms and Conditions or the breach, termination, or invalidity thereof, unless settled amicably under the User Complaint Resolution Policy within sixty (60) days after receipt by one party of the other party’s written request for such amicable settlement, shall be referred by either party to an arbitral tribunal composed of three members in accordance with the UNCITRAL Arbitration Rules then prevailing. The place of arbitration is Geneva, Switzerland.
Each Party to the dispute shall appoint one arbitrator and the two arbitrators thus appointed shall together appoint a third arbitrator as their Chairman. If one of the Parties fails to appoint its arbitrator and has not proceeded to do so within two months after an invitation from the other Party to make such an appointment, the other Party may request the Secretary-General of the Permanent Court of Arbitration at The Hague to make the necessary appointment. If the two arbitrators are unable to reach agreement, in the two months following their appointment, on the choice of the third arbitrator, either Party may invite the Secretary-General of the Permanent Court of Arbitration at The Hague to make the necessary appointment.
The arbitral tribunal shall have no authority to award punitive damages. In addition, the arbitral tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate (LIBOR) then prevailing, and any such interest shall be simple interest only. The parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim.
10.2 Immunities of the UNFCCC secretariat and the United Nations
Nothing in or relating to these Terms and Conditions shall be deemed a waiver, express or implied, of any of the privileges and immunities of the UNFCCC Secretariat or the United Nations, including its subsidiary organs.
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11.1 No assignment
You must not assign or transfer or purport to assign or transfer any of your rights or obligations under these Terms and Conditions without our prior written consent.
If any part of these Terms and Conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, without prejudice to the application of the privileges and immunities of the UNFCCC Secretariat or the United Nations, including its subsidiary organs referred to in 8.1 “Immunities of the UNFCCC secretariat and United Nations”, it shall to that extent be severed from the remainder of these Terms and Conditions, which shall continue to be valid and enforceable.
11.3 Non-waiver of rights
The failure by either you or us to exercise any of our respective rights, whether under these Terms and Conditions or otherwise, is not deemed for any purposes to constitute a waiver by the other party of any such right or any remedy associated therewith, and does not relieve the parties of any of their obligations under these Terms and Conditions.
All notices and other communications in relation to these Terms and Conditions must be in writing in English sent via electronic mail to the address referred to below and will be deemed duly given if sent during normal business hours of the recipient during a Business Day, and otherwise on the next Business Day, if sent after normal business hours of the recipient.
Notices to us must be sent electronically to firstname.lastname@example.org.
Notices to you will be sent electronically to the email address you provide on the Online Platform.
These Terms and Conditions continue in effect commencing on the Effective Date until all of your Accounts are closed or terminated, or, if you are a Purchaser who purchases cancellation of CERs without a registered account, until you receive the Attestation of Cancellation.
11.6 Survival after termination or expiration
Any provision of these Terms and Conditions that imposes an obligation after termination or expiration of these Terms and Conditions survives the termination or expiration of these Terms and Conditions.
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Version 1.0 14 September 2015
Version 1.1 28 January 2018 (addition of bank transfer payment provisions; notice on changes to Terms and Conditions; replace “sell” with “offer” and “buy” with “purchase”)