TERMS AND CONDITIONS OF USE
Online Platform for Voluntary Cancellation of certified emissions reductions
These Terms and Conditions are effective upon acceptance for those users who accept them through registration for an account on the Online Platform, and from 28 January 2018 for existing users.
Please be advised that these terms and conditions of use contain provisions that govern how your claims are resolved (see the disclaimer of warranties, limitation of liability and immunities; indemnity and release; and legal disputes provisions below). This includes that, in the event of a dispute that cannot be resolved through amicable settlement, you agree to resolve the dispute exclusively by submitting the claim to binding and final arbitration.
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These terms and conditions of use (Terms and Conditions) set out the complete terms and conditions on which the secretariat to the United Nations Framework Convention on Climate Change and its Kyoto Protocol, Platz der Vereinten Nationen 1, 53113 Bonn, Germany (UNFCCC secretariat, we, us or our) provides access and use of this website and services (Online Platform) to you.
By accessing and using the Online Platform you agree to comply with the Terms and Conditions that are in effect.
2.2 Changes to the terms and conditions
We reserve the right to make changes to these Terms and Conditions from time to time. If we wish to do so and you are registered on the Online Platform, we will notify you of these changes by way of e-mail (Information E-Mail).
The changed Terms and Conditions are deemed accepted by you:
(a) If you do not object to the changed Terms and Conditions within two weeks after receipt of the Information E-Mail; or
(b) If you accept the changed Terms and Conditions on the Online Platform.
In the Information E-Mail, we will notify you of the two weeks' time limit and the consequences of a failure to object to the changed Terms and Conditions.
You are under no obligation to accept any changes to the Terms and Conditions. If you choose not to accept the changes to the Terms and Conditions, you will no longer be permitted and able to use the Online Platform and we are entitled to delete your Account.
In the event that a change to the Terms and Conditions becomes effective during a transaction being processed on the Online Platform, the version that was effective at the start of the transaction shall apply.
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3. Our relationship to you
3.1 Online Platform provider only
We provide the Online Platform to you. It is currently provided free of charge, but we reserve the right to charge a fee for its use in future in accordance with clause 2.2 above. The Online Platform is designed to enable clean development mechanism (CDM) project participants acting through their representatives and all members of the public (e.g. individuals, companies, governments) to meet and agree on the cancellation of CERs.
CERs are each equivalent to one tonne of CO2 reduced or avoided and take the form of virtual certificates, each with a unique identification number held in the secure CDM registry operated by us in our role as CDM registry administrator (CDM registry).
Our role and responsibility under these Terms and Conditions is limited to providing the public with the opportunity to cancel CERs and consequently to operate the Online Platform. We are neither the party paying the owner of the CER in order to cancel the respective CER (Purchaser) nor the party offering the respective CER for cancellation (Provider). These elements pertain to and are a part of the contract directly concluded between the Provider and the Purchaser (CER Cancellation Contract). We do not become a party to the CER Cancellation Contract and are not liable for any obligations of the Purchaser or the Provider arising under or in connection with the CER Cancellation Contract. See clause 5 “Listing conditions (for Providers)” and clause 6 “Purchase Conditions (for Purchasers)” below.
We are not and do not act as your agent or trustee. We do not guarantee or confirm in any way the identity of any Provider or Purchaser or offer any guarantee or assurance that a Purchaser or a Provider will complete a transaction.
3.2 No warranty as to service or content
Although we seek to ensure an uninterrupted availability of the Online Platform, we do not provide any assurance, promise or guarantee as to the permanent availability of the Online Platform.
We do not warrant that:
- You will be able to use the Online Platform or that it will continue to be made available in its current or any other form and that the Online Platform is fit for any particular purpose, whether implied or not;
- The Online Platform or any software or material of whatsoever nature available on or downloaded from it will be free from viruses or defects, compatible with your equipment or fit for any purpose. It is your responsibility to use suitable anti-virus software on any software or other material that you may download from the Online Platform and to ensure the compatibility of such software or material with your equipment; or
- Any content or information published on the Online Platform is accurate or complete.
3.3 Password Security and keeping your email current
It is your responsibility to ensure that your password and login details remain secure and confidential. You must inform us as soon as reasonably practicable if you know or suspect that either your password or login id or both are known by or available to any third party. If you inform us of any suspected or actual loss or disclosure of your password and/or login id, we will revoke your access rights and you will have to register again to use the Online Platform.
You are liable for any use of your login id and password on the Online Platform, including in particular any actions taken using your login id and password, unless we have actual knowledge of your login id and password having been compromised and fail to take reasonable steps to prevent unauthorised access to the Online Platform.
You are responsible for keeping your email address up-to-date in your Account.
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4.1 Eligibility to hold an account
If you are a natural person aged 18 and over, a legal person (including but not limited to governments, governmental organisations, non-governmental organisations, institutions, organisations, or corporations), with legal capacity then you are eligible to participate in the Online Platform through a registered or guest-type account.
If you wish to offer the cancellation of CERs on the Online Platform, you must register and sign up for an account on the Online Platform. If you wish to purchase the cancellation of CERs on the Online Platform you may choose to register and sign up for an account, however, you may also purchase the cancellation of CERs without registering for an account.
Purchasers and Providers register and sign up for an account (Account) by:
- Completing the registration form available on the Online Platform (Purchasers) or a registration form provided directly by the secretariat (Providers); and
- Confirming the registration through clicking a confirmation link in a confirmation e-mail sent to you after you have completed the registration process.
Registration is currently free of charge. If you are a Provider, you agree that your information that is stored in the CDM registry will automatically be matched with your Account.
By registering, you agree to provide us with true, current and accurate information and to update this information promptly in order that the information remains true, current and accurate.
You are not entitled, and we are not obliged, to open more than one account per Purchaser or Provider or to transfer any account between two persons (whether natural or legal).
You should be aware that the Internet, being an "open network", is not completely secure. If you choose to send or receive any electronic communications to or from us by means of the Online Platform, or if you submit any content or information for publication on the Online Platform (whether by means of e-mail or through forms made available on the Online Platform), you do so at your own risk.
We cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient without interruption or at all.
We will use reasonable endeavors to ensure that the Online Platform is reasonably secure. However, we cannot guarantee that any information displayed on the Online Platform has not been changed or modified through malicious attacks or any other unauthorised third party intervention.
You are entitled to terminate your registered Account at any time without notice by following the instructions on the Online Platform for how to terminate an account.
We are entitled to terminate and revoke your right to access and use the Online Platform immediately where:
- There is reasonable cause, in particular where it is unacceptable to us to continue to allow you the use of the Online Platform, even after having given due consideration to your legitimate concerns; or
- You are in breach of any provision of these Terms and Conditions or any of our policies or guidelines made available to you or published on the Online Platform from time to time. Notwithstanding our right in this case to immediately terminate your Account, we may but are not obliged to provide you with advance notice of termination or provide you an opportunity to take corrective action in order to avoid the termination of your Account. In all other cases, we are entitled to terminate your Account giving two-weeks prior notice by way of e-mail.
4.5 Additional obligations for Providers
You, as Provider, must hold in your CDM registry account, and/or the CDM registry account from which you have authority to offer CERs, the quantity of CERs offered on the Online Platform. You must not offer CERs that you are offering for cancellation on the Online Platform in any other forum, unless you first withdraw the CERs from the Online Platform.
We are entitled but not obliged to reject any forwarding request from you outside of the Online Platform that, if we were to process the request, would result in the balance of CERs in your CDM registry account, and/or the CDM registry account from which you have authority to offer CERs, being fewer than the number of CERs offered by you for cancellation on the Online Platform.
Notwithstanding the requirement to avoid the sale of CERs offered for cancellation on the Online Platform in another forum, you agree that in the event that you offer the same CERs for cancellation on the Online Platform and for sale or cancellation in any forum outside the Online Platform (an OTC transaction) at the same time, an accepted offer on the Online Platform prevails over the OTC transaction irrespective of the actual timing of the transactions and irrespective of the contractual terms of the OTC transaction. For the avoidance of doubt, we are not liable to the third party in an OTC transaction for any loss or damage arising from these Terms and Conditions.
In addition, you agree that if for any reason the balance of CERs in your CDM registry account, and/or the CDM registry account from which you have authority to offer CERs, falls below the amount of CERs that you are offering for cancellation on the Online Platform, the amount of CERs you are offering on the Online Platform will be automatically reduced to match the balance in your CDM registry account.
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5. Listing conditions (for Providers)
When listing an item, you, as Provider, agree that:
- You are responsible for the accuracy and content of your listing and the CERs offered for cancellation;
- Your listing may not be immediately searchable by keyword or category for several hours (or up to 48 hours in some circumstances). We cannot guarantee exactly when your listing will appear;
- Content that violates these Terms and Conditions may be deleted without prior notice at our discretion;
- We aim to provide an Online Platform in which Purchasers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to the Purchaser's search query; listing features (e.g. project type, host Party etc.), price, and relevance to the Purchaser’s query; and the number of listings matching the Purchaser's query;
- You make an offer by listing a group of CERs for cancellation (offer of CERs) on the Online Platform. You are entitled to place as many offers of CERs as you wish at a time. You are entitled to determine the price per CER per offer of CERs. You cannot offer a different price per CER within an offer of CERs. Until your offer of CERs is accepted in part or in whole by a Purchaser, you are entitled to withdraw the offer of CERs by deleting the relevant listing from the Online Platform;
- You will specify the payment method prior to making the offer of CERs (payment gateway or bank transfer or both). Where you specify the bank transfer method, after providing your banking details to the purchaser, you will promptly, and without delay, mark transactions as processing or paid, as appropriate;
- You may add any applicable taxes in an aggregated form to the listing price. Any such taxes are to be borne either by you or the Purchaser in accordance with the applicable tax regime;
- You enter into a legally binding contract with a Purchaser (the CER Cancellation Contract) when that Purchaser confirms through the Online Platform their purchase order of the cancellation of CERs that you are offering on the Online Platform. You have an obligation to cancel the CERs that the Purchaser has confirmed and paid for once you receive confirmation of such payment from the payment gateway operator or your bank, as the case may be;
- Payment gateway fees may be applicable and may vary depending on the terms and conditions of the payment gateway operator. Bank transfer fees may be applicable and may vary depending on the terms and conditions of the banks involved in the transaction;
- We are not a party to the CER Cancellation Contract and are not liable for any obligations that you or the Purchaser have arising under or in connection with the CER Cancellation Contract, including but not limited to obligations in relation to any fees payable to the payment gateway operator or a financial intermediary (such as a bank) or any applicable tax.
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6. Purchase conditions (for Purchasers)
When purchasing CERs for cancellation you, as Purchaser, agree that:
- You are responsible for reading the full item listing before making a commitment to pay by confirming an order. The Provider may add any applicable taxes to the listing price. Any such taxes are to be borne either by you or the Provider in accordance with the applicable tax regime;
- You enter into a legally binding contract with the Provider (the CER Cancellation Contract) when you confirm the purchase of CERs for cancellation on the Online Platform. You have an obligation to pay the Provider for the CERs you have selected and confirmed;
- You are purchasing the cancellation of CERs that you have selected and confirmed. Accordingly, the Provider does not transfer legal ownership to you of the CERs that you have selected and confirmed for cancellation;
- If you have chosen the payment gateway as the method to pay, including when this is the only available method for the purchase order, immediately after placing and confirming your purchase order, you will be redirected to the payment gateway operator to pay for your order. Payment gateway fees may be applicable and may vary depending on the terms and conditions of the payment gateway operator. You will receive an immediate confirmation of your purchase by electronic mail to the email address you have provided on the Online Platform. You will receive a payment confirmation according to the terms and conditions of the payment gateway operator;
- If you have chosen the bank transfer method as the method to pay, including when this is the only available method for the purchase order, within two working days after placing and confirming your purchase order, you should receive an email from the Provider containing their bank account details. Bank transfer fees may be applicable and may vary depending on the terms and conditions of the banks involved in the transaction. As a Purchaser, you are requested to cover all bank charges. Discrepancies or bank fees sharing may be agreed directly with the Provider to ensure the payment is accepted. You will receive a confirmation of your purchase and a confirmation of your payment by electronic mails to the email address you have provided on the Online Platform when you complete an order and when the Provider has marked the offer of CERs as “Paid” respectively;
- You will also receive an Attestation of Cancellation (a cancellation certificate) by electronic mail to the same email address up to 72 hours after receiving confirmation of your purchase;
- Paid orders for which attestation of cancellation is issued are not refundable;
- We are not a party to the CER Cancellation Contract and are not liable for any obligations that you or the Provider have arising under or in connection with the CER Cancellation Contract, including but not limited to obligations in relation to any fees payable to the payment gateway operator, or a financial intermediary (such as a bank) or any applicable tax.
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7. Online Platform
7.1 Acceptable use requirements
7.1.1 Acceptable use
You are entitled to use the Online Platform for information purposes with regard to CERs and in order to be able to offer or purchase CER cancellations.
When you upload, post or submit to or distribute or otherwise publish through the Online Platform any content or information, you are required to ensure that such content or information is accurate, complete and up-to-date.
7.1.2 Prohibited use
You must not upload, post or submit to or distribute or otherwise publish through the Online Platform any content or information which:
- Restricts or inhibits any other user from using the Online Platform;
- Is threatening, abusive, defamatory, obscene, offensive, or otherwise unlawful (or which may be reasonably considered to be so);
- Constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate law;
- Infringes the rights (including, without limitation, intellectual property rights such as copyright, trademarks and patents) of third parties;
- Contains a virus or other harmful component or malicious code;
- Contains advertising of any kind, other than in the cases of information provided by Providers related to their projects; or
- Constitutes or contains false or misleading indications of origin or statements of fact.
You must not use the Online Platform for any illegal purpose.
7.2 Changes to the Online Platform
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.
7.3 Links to other web sites
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.
7.4 Rights in the Online Platform
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 email@example.com.
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”)