Terms of Sales

Purchase of Certificates via the Online Ordering Site

1. About

1.1. Company details. South Pole Carbon Asset Management Ltd, a company incorporated under the laws of Switzerland, with its registered business address at Technoparkstrasse 1, 8005 Zürich, Switzerland (“South Pole”, “we”, “us”, or “our”).
1.2. You are a Party to the Meeting and Events Offset Program Agreement forming part of Marriott as defined therein, or a Client of Marriott, acting in your individual capacity each case for the purposes of this purchase of Contracted Certificates (“Marriott”, “you”, or “your”).

2. Our contract with you

2.1. Contract: These terms and conditions (“Terms of Sale”) apply to the purchase of Certificates made by you via our Online Ordering Site and the subsequent supply of Certificates by us to you as envisaged in the Meeting and Events Offset Program Agreement. No other terms are implied by trade, custom, practice, or course of dealing.
2.2. Entire agreement: The Terms of Sale is the entire agreement between us in relation to its purchase of Certificates. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty that is not set out in the Terms of Sale. The Terms of Use apply to the general use of the Online Ordering Site.

3. Placing an order and its acceptance

3.1. Placing your order: Please follow the onscreen prompts on the Online Ordering Site to place an order. Each order is an offer by you to buy the Certificates specified in the order, which may be accepted by us pursuant to and subject to these Terms of Sale.
3.2. Accepting your order: By clicking [‘PLACE ORDER’], you submit the offer to purchase the Certificates for our acceptance. Our acceptance of your offer will be communicated to you via an Email Confirmation to the email address provided to us, and at this point the Terms of Sale between you and us will come into existence for the purchase of the Certificates by you (“Contracted Certificates”). Notwithstanding this Email Confirmation, your title to the Contracted Certificates shall transfer in accordance with Clause 6, which you acknowledge and agree.

4. Certificates

4.1. Although we have endeavoured to be as accurate as possible and to verify the information displayed on our Online Ordering Site, you acknowledge that:
- 4.1.1. Images on our Online Ordering Site may include stock photographs and/or images from third parties and may not be representative of any facts, including without limitation, the geographical location of a Project, the identity of Project participants or any other circumstances pertaining to a Project;
- 4.1.2. Project descriptions are prepared with data and information provided by third parties. We do not provide any warranties or representations regarding their accuracy, completeness or fitness for a particular purpose;
- 4.1.3. Certificates are externally validated by third parties, in accordance with the rules of the applicable standards. Therefore, we do not provide qualitative assurances regarding the Certificates.
4.2. We reserve the right to amend the images and description of the Projects or Certificates at our discretion, including where required by any applicable statutory or regulatory requirement.

5. Return and Refund

Contracted Certificates will be retired by South Pole so that they cannot be recirculated or resold. They are therefore non-refundable.
Clause 6.5 below contains the steps we will take if we are not able to deliver the Contracted Certificates to you.

6. Delivery, Transfer of Risk and Title

6.1. Delivery of a Contracted Certificate: Delivery of a Contracted Certificate is deemed to have taken place when the retirement has been completed as per the Retirement Schedule. When a Carbon Certificate is permanently retired, the relevant Certificate is removed from the Registry and from circulation.
6.2. Delivery of Contracted Certificates: The Contracted Certificates that you purchase will be delivered in batches, along with Certificates purchased by other entities constituting Marriott and Hotels, as defined in the Meeting and Events Offset Program Agreement via the Online Ordering Site, in accordance with our Retirement Schedule. South Pole shall deliver the Contracted Certificates no later than the date described in the Retirement Schedule. To the extent technically feasible in the relevant Registry, we shall retire the Credits on behalf of “Connect Responsibly” with the remark “Retired on behalf of Marriott International’s Meeting+Events Carbon Offset Program.”
6.3. Obligation to Deliver: We have no obligation to deliver the Contracted Certificates unless we receive payment of the Total Amount on or prior to the Due Date in accordance with these Terms of Sale.
6.4. Transfer of Risk and Title: All risk and benefit in, and title attaching to, the Contracted Certificates, transfer to you upon Delivery.
6.5. Delivery Failure: In the event of Delivery Failure, the following will apply:
- 6.5.1. We will contact you as soon as reasonably possible to notify you of the Delivery Failure.
- 6.5.2. We have the right, in our sole discretion, to:
- 6.5.3. Depending on our election as per clause 6.5.2, in each case, and to the maximum extent permitted by law, your sole remedy against us in the event of a Delivery Failure is:

7. Price of Goods and Taxes

7.1. Taxable Supply: All amounts quoted for the Certificates are exclusive of any applicable taxes chargeable on the supply of the Certificates. If a supply made under or in connection with this Terms of Sale is a taxable supply such that GST, or VAT (or equivalent tax) applies, then:
- (a) You must pay us an amount equal to the total GST or VAT for the supply, in addition to and in the same manner as the consideration otherwise payable under this Terms of Sale for that supply;
- (b) We will provide you with a tax invoice for the supply and/or notify you of the amount of tax payable prior to your confirmation of the order.
7.2. Reimbursement of Taxes: In the event that we are required by law to pay any tax that is properly for your account, we will advise you accordingly, and you agree to reimburse us in respect of such tax within ten (10) Business Days of such notice.
7.3. Withholding Tax: You acknowledge and agree that you are liable for any applicable withholding tax. In the event that you are required by law to withhold any tax, you agree to notify us prior to making payment for the Contracted Certificates, and the amount paid by you will be grossed up such that the amount we actually receive (following the deduction of the withholding tax) reflects the Total Amount originally confirmed as per the order.

8. How to Pay

8.1. Payment Obligation: You are obliged to make payment of the Total Amount in order for Delivery of the Contracted Certificates to occur on or prior to the Due Date. Your payment obligation is satisfied upon our receipt of the Total Amount, without any deduction, set-off, or withholding whatsoever.
8.2. Currency: The prices for Certificates may be denominated in different currencies, which you may select from the options provided. Payments must be made in the Relevant Currency.
8.3. Payment Methods: The available payment methods will be specified for your selection when finalising your order. The current available payment methods are:
- 8.3.1. Store Credit - this is ‘running a tab’ of orders, as further described in clause 8.5.
- 8.3.2. Debit / Credit card - processed by a third party payment services provider, such as Stripe.
- 8.3.3. Bank transfer - direct electronic funds transfer from your bank account to an account specified on the invoice we issue to you for the purchase of Contracted Certificates.
8.4. Third Party Payment Service Provider: We offer payment through a third party payment service provider, for example, Stripe. You acknowledge and agree that we have no control over the actions of the third party provider, and your use of the third party payment method may be subject to additional terms and conditions imposed by such third party provider. Your payment obligation to us is satisfied on our receipt of the Total Amount from the service provider. You agree to not hold us liable for any action taken by the third-party payment service provider. We do not store any credit card details, and all payment information is collected and stored through our third party payment processor.
8.5. Store Credit and Monthly Invoice: In the event you are using Store Credits to complete the Purchase, you will be required to create a User Account. You may select the “Add to my monthly invoice” payment method. This selection adds the costs of placed orders to a consolidated invoice. You will receive the consolidated invoice for all orders placed in a calendar month at the end of the relevant calendar month, and the total consolidated amount can be paid for by the due date indicated on the invoice. This payment option allows you to consolidate orders in order to make one large payment for several orders rather than one payment per order. Upon confirming your order, you still receive an order confirmation by email with a certificate to show that the order has been correctly received on our end. At the end of the allowance period (last day of every month), we will send you a payment reminder email with a consolidated invoice attached. It includes the details of all the orders that you have placed so that you can settle it all in a single payment. Your payment obligation to us is satisfied on our receipt of the consolidated Total Amount for all the Orders.

9. Warranties

9.1. No Warranty: You understand that we are selling the Contracted Certificates to you on an “as is” basis, without any representation or warranty of any kind, either express or implied or statutory, including without limitation implied warranties of merchantability, or fitness for a particular purpose. You agree that where necessary you have independently sought appropriate advice as to the nature of any claims that may be made pursuant to the purchase of Contracted Certificates and that we have not provided any guidance or recommendations in that regard. You agree to indemnify and hold us harmless from and against any third party loss, claim, damage, cost, or expense incurred by us as a result of false or misleading statements made by you in relation to the Contracted Certificates.
9.2. Representations and Warranties: You represent and warrant to South Pole that:
- 9.2.1. Legal Capacity: you have legal capacity to enter into this Contract;
- 9.2.2. Accuracy of Information: any and all information you provide to South Pole is and shall be true, accurate, complete, and up-to-date;
- 9.2.3. Authorisations: you possess all authorisations, approvals, consents, licences, permits, and other rights and permissions necessary to perform your obligations under this Contract;
- 9.2.4. Compliance with Laws: you will comply with all applicable laws and any other terms and conditions, policies, and guidelines that are linked to these Terms of Sale;
- 9.2.5. Payment Authorisation: if you intend to make payment by debit card or credit card, you are authorised to use the debit card or credit card to make the payment;
- 9.2.6. Authority to Act on Behalf of Employer or Entity : If you are purchasing the Contracted Certificates on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to procure the acceptance of the entity and the entity’s personnel to these Terms of Sale and its terms.

10. Our Liability

10.1. Types of Liability: References to liability in this clause 10 include every kind of liability arising under or in connection with the Terms of Sale including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Use of Contracted Certificates: We only Deliver the Contracted Certificates for personal use and/or consumption, and you agree not to resell or assign the Contracted Certificates to any other third party.
10.3. Exclusion of Liability: Nothing in these Terms limits or excludes our liability for any loss due to fraud, wilful misconduct, gross negligence or any other liability that may not be excluded or limited in terms of applicable law.
10.4. Limitations on Liability: Subject to clause 10.3, we will under no circumstances be liable to you for:
- 10.4.1. Loss of Profits: any loss of profits, sales, business, or revenue;
- 10.4.2. Loss of Business Opportunity: loss of business opportunity;
- 10.4.3. Loss of Anticipated Savings: loss of anticipated savings;
- 10.4.4. Loss of Goodwill: loss of goodwill;
- 10.4.5. Indirect or Consequential Loss: any indirect or consequential loss;
- 10.4.6. Loss from Third Party Service Providers: any loss on account of third party service providers, including any payment processor;
- 10.4.7. Loss from Unauthorized Use of Information: any loss (including loss in connection with the events described in 10.4.1 to 10.4.5) as a consequence of your reliance upon, or unauthorised use of, the images, description of, and/or any information about the Project that is published on our Online Ordering Site;
- 10.4.8. Loss from Representations or Claims: any loss as a result of representations or claims you make regarding “carbon neutrality”, “net zero emissions” or similar in connection with your purchase.
10.5. Total Liability: Subject to clause 10.3, our total liability to you for all losses arising under or in connection with the Terms of Sale will in no circumstances exceed the Total Amount.

11. Termination

11.1. Suspension or Termination of Terms of Sale: Without affecting any of our other rights, we may suspend the Delivery of the Certificates to you, or terminate the Terms of Sale with immediate effect by giving written notice to you if:
- 11.1.1. Material Breach: you commit a material breach of any term of the Terms of Sale or the Terms of Use;
- 11.1.2. Suspension or Cease of Obligations: you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your obligations under this Contract;
- 11.1.3. Financial Deterioration: your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Terms of Sale has been placed in jeopardy;
- 11.1.4. Breach of Laws: you breach any applicable laws;
- 11.1.5. Know-Your-Client Requirements: we identify that you do not meet our know-your-client requirements;
- 11.1.6. Legal Prohibition: we become prohibited by law or any order from any regulatory body or government authority from performing under the Terms of Sale.
11.2. Termination for Non-Payment: The Terms of Sale will immediately terminate with effect from the Due Date, without notice to you, if you fail to pay any amount due under the Terms of Sale on the Due Date. The date of such termination shall be the Early Termination Date.
11.3. Effect of Termination: Termination of the Terms of Sale shall not affect your or our rights and remedies that have accrued as at termination.
11.4. Continuing Provisions: Any provision of the Terms of Sale that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12. Events outside our control

12.1. No Liability for Events Outside Our Control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms of Sale that is caused by an Event Outside Our Control.
12.2. Notification and Suspension of Obligations: If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- 12.2.1. Notification: we will contact you as soon as reasonably possible to notify you;
- 12.2.2. Suspension and Extension: our obligations under the Terms of Sale will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our Delivery, the provisions of clause 6.5 will apply.

13. Communications between us

13.1. Definition of "In Writing": When we refer to "in writing" in these Terms, this includes email.
13.2. Use of Billing or Email Address: You agree that we may use your billing address or email address, as provided by you for the purposes of any notice delivered to you under this Terms of Sale. You may provide any notice to us by sending us an email at legal@southpole.com
13.3. Notice Requirements: Any notice given by one of us to the other under or in connection with the Terms of Sale must be in writing. Notices may be delivered by hand, sent by pre-paid first class post or other next working Business Day delivery service, or email.
13.4. Deemed Receipt of Notice: A notice is deemed to have been received:
- 13.4.1. Hand Delivery: if delivered by hand, at the time the notice is left at the address provided;
- 13.4.2. Post: if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting;
- 13.4.3. Email: if sent by email, at 9.00 am the next Business Day after transmission.
13.5. Proof of Service: In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed to the address provided by you, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.6. Legal Action Exemption: The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14. General

14.1. Assignment and Transfer
- 14.1.1. We may assign, novate or transfer our rights and/or subcontract our obligations under the Terms of Sale to another entity (which may include our Affiliates) but will always notify you in writing or by posting on this webpage if this happens.
- 14.1.2. You may not assign, novate or transfer your rights or your obligations under the Terms of Sale to another person.
14.2. Variation: Any variation of the Terms of Sale only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3. Waiver: If we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you. If we waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
14.4. Severance: Each clause of these Terms of Sale operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5. Third Party Rights: The Terms of Sale are between you and us. No other person has any rights to enforce any of its terms. Notwithstanding the aforesaid, our Affiliates are intended third-party beneficiaries of this Terms of Sale and therefore may enforce the terms of this Terms of Sale.
14.6. Governing Law and Jurisdiction: The Terms of Sale are governed by the laws of England and Wales and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Terms of Sale to the exclusive jurisdiction of the competent courts of England and Wales.

15. Definitions

Capitalised terms unless defined below shall have the meaning defined in the Terms of Use or Meeting and Events Offset Program Agreement.

15.1.1. “Affiliate” means any entity that now or in the future, directly or indirectly controls, is controlled with or by or is under common control of South Pole. For purposes of the foregoing, ‘control’ shall mean fifty percent (50%) or more ownership interest in said entity, or the power to direct the management of such entity.
15.1.2. “Certificates” means a unit issued by the relevant entity representing the achievement of a GHG emission reduction or removal in an amount of one (1) metric tonne of CO2 equivalent that has been verified by a validation/verification body in accordance with its rules.
15.1.3. “Certificate of Climate Action/Protection” means a document sent to you reflecting the quantity of Contracted Certificates purchased and the relevant Project.
15.1.4. “Contracted Certificates” as defined in Clause 3.2.
15.1.5. “Client of Marriott” means any individual third party who is a client of Marriott and is authorised by Marriott to use the Online Ordering Site.
15.1.6. “Due Date” shall mean 45 days from the date the Order is placed.
15.1.7. “Early Termination Date” means a day after the Due Date but before the end of the calendar year from the Order as decided by us.
15.1.8. “Email Confirmation” means the email sent to the email address provided by you which represents the acceptance of the Order made by you. The Email Confirmation will contain a summary of the relevant Order and the Certificate of Climate Action/Protection.
15.1.9. “Event Outside Our Control” means an event which is not reasonably within our control which includes but is not limited to the categories below:
- Website hosting issues
- E-commerce platform disruptions
- Payment gateway issues
- Cybersecurity incidents
- Digital supply chain disruptions
- Compliance and regulatory changes
- Internet service provider (ISP) issues
- Currency exchange rate fluctuations
- And analogous category of events.
15.1.10. “Delivery or Delivered” means retirement in relation to Certificates.
15.1.11. “Delivery Failure” means the failure to Deliver the Contracted Certificates on or prior to the end of the Retirement Schedule applicable to the Contracted Certificates.
15.1.12. “Meeting and Events Offset Program Agreement” means the Agreement signed between South Pole and Marriott on 15 April 2023.
15.1.13. “Online Ordering Site” means the store front for the purchase of Certificates owned and operated by South Pole or our Affiliate.
15.1.14. “Order” means your proposed offer for purchase as chosen by you on our Online Ordering Site which we may accept by Email Confirmation.
15.1.15. “Project” means the project which regenerated the Contracted Certificates as chosen by you.
15.1.16. “Registry” means the registry for the Contracted Certificates which have been chosen by you.
15.1.17. “Relevant Currency” means one of the currency options available on the Online Ordering Site as chosen by you in your Order.
15.1.18. “Replacement Certificates” means alternative Certificates from projects which qualify as Projects.
15.1.19. “Retirement Schedule” means latest within 6 calendar months of the Order for Contracted Certificates.
15.1.20. “Terms of Sale” as defined in Clause 2.1.
15.1.21. “Total Amount” means the amount due for the Contracted Certificates which includes any VAT, GST or equivalent tax we have charged but excludes any other tax applicable which we have not charged but applies to the purchase of Contracted Certificates.