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Terms of Use

USE OF ONLINE ORDERING SITE

1. Introduction, Purpose and Acceptance of the Terms of Use

  • 1.1. Pursuant to the Meeting and Events Offset Program Agreement, South Pole Carbon Asset Management Ltd (“South Pole” “we”, “us”, or “our”), itself or through its Affiliates, hosts a marketplace website with URL marriott.southpole.com exclusively for use by the Marriott entities (the “Online Ordering Site”), which provides a venue for you to find, learn about, and purchase Certificates from selected Projects located around the world.

  • 1.2. By accessing, browsing and/or using the Online Ordering Site, you are deemed to accept these terms and conditions of use of the Online Ordering Site (the “Terms of Use ”). You agree that the Terms of Use are fully binding on you from the date and time on which you accessed the Online Ordering Site. You will be required to re-confirm your acceptance of these Terms of Use in order to proceed with a purchase of Certificates.

  • 1.3. Any new features or tools which are added to the Online Ordering Site shall also be subject to these Terms of Use. We may revise these Terms of Use from time to time by posting the revised version on the Online Ordering Site. If you continue to use the Online Ordering Site following the publication of the revised version of the Terms of Use, then you will be deemed to have accepted such revision which will supersede this version in its entirety. These Terms of Use were last updated on the date at the bottom of this document.

2. Purchasing Certificates on the Online Ordering Site

When you buy Contracted Certificates on the Online Ordering Site, you are supporting the Project of your choice in its stated objective. By making this purchase, you represent, agree, and understand that:

  • 2.1. You have read the Project listing, including the Project description, before making a purchase;

  • 2.2. You have read and understood the Terms of Sale applicable to the sale and purchase of the Certificates prior to your Purchase;

  • 2.3. South Pole will retire the Contracted Certificates in the Registry in accordance with the Retirement Schedule, as per the Terms of Sale;

  • 2.4. Contracted Certificates will be retired by South Pole, so that they cannot be recirculated or resold. They are therefore non-refundable;

  • 2.5. We reserve the right to limit the sales of Certificates to any person, geographic region or jurisdiction.

3. Price and Payment Terms

  • 3.1. Prices for Certificates are subject to change without notice. We reserve the right at any time to modify or discontinue the availability of Certificates and/or the Online Ordering Site (or any part or content thereof) subject to our obligations under the Meeting and Events Offset Program Agreement. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of Certificates and/or the Online Ordering Site.

  • 3.2. 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.

  • 3.3. The available payment methods will be specified for your selection when finalising your order. The current available payment methods are:

    • 3.3.1. Store Credit - this is ‘running a tab’ of orders, as further described in clause 3.5.

    • 3.3.2. Debit / Credit card - processed by a third-party payment services provider, such as Stripe;

    • 3.3.3. 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.

  • 3.4. We offer payment through a third-party payment services 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.

  • 3.5. 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 means you may place orders and add the cost thereof to a consolidated invoice for all orders placed in a calendar month, that will be sent to you at the end of the relevant calendar month. The total consolidated amount can be paid for at a later date. This payment option allows you to consolidate orders in order to make one large payment for several orders rather than one payment per order. Instead of receiving an invoice every time you place a new order, the shop deducts the total order value from your allowance with every new 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.

4. Privacy and Data Protection

  • 4.1. South Pole takes the protection of Personal Data very seriously. South Pole is committed to protecting your privacy and providing a safe online experience.

  • 4.2. We may collect data such as your name, phone number, email address, address, employer, user type, postal code, city, country, IP address, browser type, visiting date and time, transaction history, and other details in order to, amongst other things:

    • 4.2.1. facilitate the sale of Contracted Certificates to you;

    • 4.2.2. respond to any queries you send us via email;

    • 4.2.3. improve our Online Ordering Site service offering;

    • 4.2.4. perform visiting statistics and analytics on Online Ordering Site usage;

    • 4.2.5. perform internal record keeping, invoicing, and billing;

    • 4.2.6. detect and prevent acts that endanger cybersecurity; and/or

    • 4.2.7. comply with our legal obligations or if otherwise required or authorised by law.

  • 4.3. Any Personal Data received by South Pole under these Terms of Use will be handled in accordance with our Privacy Policy. By using the Online Ordering Site, you consent to the collection, storage, use, and disclosure of your personal information as described in our Privacy Policy.

  • 4.4. You acknowledge that South Pole may be required by law to conduct background checks on you from time to time. You agree to use your best endeavours to assist us in carrying out any such obligations on background check requirements.

  • 4.5. It is your responsibility to keep the login details of your User Account safe and to ensure that all details provided in your User Account are accurate, complete, and up-to-date.

5. Authorised and Prohibited Use

  • 5.1. You are authorised to use the Online Ordering Site for the purpose of browsing, assessing or executing a purchase of Certificates, or creating a User Account for this purpose (Authorised Use).

  • 5.2. In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the Online Ordering Site or its content:

    • 5.2.1. for any unlawful purpose;

    • 5.2.2. to solicit others to perform or participate in any unlawful acts;

    • 5.2.3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

    • 5.2.4. to infringe upon or violate our Intellectual Property Rights or the Intellectual Property Rights of others;

    • 5.2.5. to reverse engineer, decompile, distribute, licence, sell, resell, exploit, transfer, disassemble, copy, alter, modify, or create derivative works of our Intellectual Property Rights or the Online Ordering Site or otherwise use our Online Ordering Site in any way that violates the use restrictions contained in these Terms of Use;

    • 5.2.6. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

    • 5.2.7. to submit false or misleading information;

    • 5.2.8. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Online Ordering Site or of any related website, other websites, or the internet;

    • 5.2.9. to collect or track the personal information of others;

    • 5.2.10. to spam, phish, pharm, pretext, spider, crawl, or scrape; or

    • 5.2.11. to interfere with or circumvent the security features of the Online Ordering Site or any related website, other websites. We reserve the right to terminate your use of the Online Ordering Site or any related website for violating any of the prohibited uses or the Terms of Use.

6. Intellectual Property

  • 6.1. We (and/or our licensors) own all proprietary and Intellectual Property Rights in the Online Ordering Site (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and all underlying systems including any software, data or material that underlies or is connected to the Online Ordering Site.

  • 6.2. We hereby grant you a non-transferable, non-sublicensable, revocable, non-exclusive, worldwide, royalty-free licence to use our Intellectual Property Rights solely for the purpose contemplated in clause 5.1 of these Terms of Use. We reserve the right to terminate this licence at any time for any reason, including but not limited to a breach of these Terms of Use. This licence will automatically terminate if these Terms of Use are terminated for any reason.

  • 6.3. You agree that South Pole has the right to take action against you if you misuse or misappropriate our Intellectual Property Rights in any way that is not permitted by these Terms of Use. Such action may include, but is not limited to, terminating your use of the Online Ordering Site or taking legal action against you under the applicable law. If you would like to notify us of alleged infringement of any intellectual property, please send an email to legal@southpole.com.

  • 6.4. You retain all right, title and interest in and to all graphics, images, files, data and other information transmitted by you to us in connection with your use of the Online Ordering Site. You warrant and represent to us that all graphics, images, files, data and other information transmitted by you to us shall: (i) be error-free; (ii) not violate any third party’s Intellectual Property Rights or any applicable law.

  • 6.5. You hereby grant to us a permanent, transferable, sub-licensable worldwide, royalty-free, non-exclusive licence to use:

    • 6.5.1. data generated as a result of your use of the Online Ordering Site for the purposes contemplated in clause 5.2;

    • 6.5.2. non-identifiable, anonymous, aggregated data regarding your use of the Online Ordering Site, compiled by us;

    • 6.5.3. your corporate and/or trade name, for purposes of marketing our products and services to third parties.

7. Term and Termination

  • 7.1. These Terms of Use are effective, as an agreement between you and us, on and as of the Authorised Use by you and shall endure until: the earlier of (i) the Terms of Use are terminated by us; or (ii) the Terms of Use are superseded by a revised version thereof or (iii) the termination of the Meeting and Events Offset Program Agreement unless revised or superseded by the Parties. You will be required to re-confirm your acceptance of the latest version of these Terms of Use prior to making a purchase of Certificates. The termination of the Terms of Use shall not affect any accrued rights that we may have against you.

  • 7.2. South Pole may restrict you from accessing the Online Ordering Site to purchase Certificates in the future and may take legal action against you under applicable law if you commit any fraudulent action or breach of any obligation or restriction under these Terms of Use.

8. Warranties and Limitations of Liability

8.1. Warranties

  • 8.1.1. You represent and warrant to South Pole that:

    • 8.1.1.1. You are at least eighteen (18) years old and you have legal capacity to enter into these Terms of Use;

    • 8.1.1.2. Any and all information you provide to South Pole is and shall be true, accurate, complete and up-to-date;

    • 8.1.1.3. You possess all authorisations, approvals, consents, licences, permits, and other rights and permissions necessary to perform your obligations under these Terms of Use and you will comply with all applicable laws and any other terms and conditions, policies and guidelines that are linked to these Terms of Use.

  • 8.1.2. You also agree, accept, understand and acknowledge:

    • 8.1.2.1. That the Online Ordering Site is provided on an “as-is”, “as-available” basis for your use as contemplated in these Terms of Use, and to the maximum extent permitted by law, without any representation, warranties or conditions of any kind, either express, implied, or statutory, including without limitation all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement...

    • 8.1.2.2. That the Online Ordering Site may have scheduled or unscheduled downtime, including without limitation, due to planned maintenance or for reasons beyond our reasonable control...

    • 8.1.2.3. That you use the Online Ordering Site at your sole discretion and risk, and that you understand the risks involved with your use of the Online Ordering Site, including the purchase of Certificates;

    • 8.1.2.4. That no information on the Online Ordering Site or provided to you by us at any time, is to be construed as legal, tax or professional advice of any nature whatsoever;

    • 8.1.2.5. That South Pole gives no warranties and makes no representations regarding...

    • 8.1.2.6. To the maximum extent allowed by law, South Pole disclaims all liability in respect of this clause 8.1.2.

    • 8.1.2.7. Certain information may be provided by an automated software application (Bots). We do not provide any warranties or representations regarding their accuracy, completeness or fitness for a particular purpose of the information provided by these applications.

8.2. Liability

  • 8.2.1. Except where otherwise provided in these Terms of Use, and to the extent allowed by law, we shall not be liable to you or any other person or third party with respect to the use of the Online Ordering Site under these Terms of Use under negligence, strict liability or other legal or equitable theory for:

    • 8.2.1.1. Lost revenues, lost profits, loss of business, or any incidental, indirect, exemplary, consequential, special, or punitive damages of any kind;

    • 8.2.1.2. Cost of procurement of substitute goods, technology or services, whether or not foreseeable;

    • 8.2.1.3. Any website linked in the Online Ordering Site. Any link on the Online Ordering Site to other websites does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or their contents, operations, products or operators;

    • 8.2.1.4. Your or a third parties’ unauthorised or prohibited use of the Online Ordering Site; or

    • 8.2.1.5. Any matter expressly disclaimed under these Terms of Use.

  • 8.2.2. Subject to clause 8.2.1, and to the extent allowed by law, our aggregate liability for all damages of any kind arising out of or relating to these Terms of Use or its subject matter shall not exceed EUR 1000. You agree that any liability arising specifically in connection with the sale and purchase of Contracted Certificates shall be subject to the limitation of liability provisions of the Terms of Sale.

9. Indemnification

  • To the extent allowed by law, you will defend, indemnify and hold South Pole and its Affiliates, their respective directors, officers, employees, agents, attorneys, customers, successors, or assigns, harmless against all and any liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to and arising from, without limitation:

    • (i) Any allegation or pending third-party legal proceeding arising from the use of the Online Ordering Site;

    • (ii) Any misrepresentation or breach of any representation, warranty, obligation, or covenant by you of these Terms of Use;

    • (iii) Any other violation by you of these Terms of Use; or

    • (iv) Any act of negligence, fraud, willful misconduct, errors, or omissions committed by you or any other third party.

    In such instances, South Pole further reserves the right to independently handle all legal defence responsibilities in our sole discretion, and you further agree to cooperate with us so we can execute our legal strategy.

10. Notices

  • 10.1. When we refer to "in writing" in these Terms, this includes email.

  • 10.2. Any notice given by one of us to the other under or in connection with the Terms of Use must be in writing. Notices may be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

  • 10.3. A notice is deemed to have been received:

  • 10.3.1. If delivered by hand, at the time the notice is left at the proper address;

  • 10.3.2. If sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

  • 10.3.3. If sent by email, at 9.00 am the next working day after transmission.

  • 10.4. 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, 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.

  • 10.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

  • 10.6. 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 these Terms of Use. You may provide any notice to us by sending us an email at legal@southpole.com.

11. General

  • 11.1. Assignment and transfer.

    • 11.1.1. We may assign, novate or transfer our rights and/or subcontract our obligations under the Terms of Use to another entity (which may include our Affiliates) but will always notify you in writing or by posting on this webpage if this happens.

    • 11.1.2. You may not assign, novate or transfer your rights or your obligations under the Terms of Use to another person.

  • 11.2. Variation. Any variation of the Terms of Use only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

  • 11.3. 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.

  • 11.4. Severance. Each clause of these Terms of Use 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.

  • 11.5. Third party rights. The Terms of Use 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 these Terms of Use and therefore may enforce the terms of these Terms of Use.

  • 11.6. Governing law and jurisdiction. The Terms of Use 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 these Terms of Use to the exclusive jurisdiction of the competent courts of England and Wales. We may choose to suspend your right to access the Online Ordering Site pending the resolution of a dispute.

  • 11.7. Entire Agreement. The Terms of Use constitute the entire agreement between you and us regarding the Online Ordering Site, save for the sale and purchase of Contracted Certificates which shall be governed by the Terms of Sale.

  • 11.8. Survival. Clauses 4, 5, 6, 8, 9, 10, 11, and 12 shall survive the termination of these Terms of Use.

12. Definitions

Capitalised terms unless defined below shall have the meaning defined in the Terms of Use:

  • 12.1. “Affiliates” 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.

  • 12.2. “Business Day” means any day (other than Saturday or Sunday or any public holiday) on which ordinary banks are open for their full range of normal business in London, England.

  • 12.3. “Carbon Certificate” 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.

  • 12.4. “Contracted Certificate” has the meaning ascribed to it under the Terms of Sale.

  • 12.5. “Certificate” means a Carbon Certificate or a Renewable Energy Certificate, as the case may be.

  • 12.6. “Intellectual Property Rights” means any trade marks, patents, designs, service marks, trade names, copyrights, know-how, company names, trade secrets, domain names, internet IP or URL addresses, rights in confidential information, any associated goodwill, and any other intellectual property rights, whether registered or unregistered, and including all applications, existing anywhere in the world.

  • 12.7. “Online Ordering Site” has the meaning in Clause 1.

  • 12.8. “Personal Data” has the meaning given to it under the applicable data protection laws.

  • 12.9. “Privacy Policy” means South Pole Privacy Policy, as it may be amended from time to time.

  • 12.10. “Project” means the projects which generate Certificates and are displayed on the Online Ordering Site.

  • 12.11. “Project Developer” means the leading individual or entity that is involved with the development of a Project.

  • 12.12. “Project Participant” means a supporting individual or entity that is involved with the development of a Project.

  • 12.13. “Registry” refers to a registry in the form of a standardised electronic database that, amongst other things, recognises Carbon Certificates or Renewable Energy Certificates generated under the Certificate Standard and is capable of executing the processes regarding the issue, holding, transfer and retirement of Certificates.

  • 12.14. “Renewable Energy Certificate (“REC”)” means a certificate inclusive of environmental and other non-power attributes of renewable electricity generation, and includes, inter alia, I-RECs. One REC is equal to one Megawatt-Hour unless otherwise specified.

  • 12.15. “Terms of Use” means these terms and conditions for use of the Online Ordering Site, as they may be amended from time to time.

  • 12.16. “Terms of Sale” means the terms and conditions applicable to the purchase and sale of Contracted Certificates, as they may be amended from time to time.

  • 12.17. “User Account” means an electronic account created by a user on the Online Ordering Site to facilitate purchases of Certificates.

  • 12.18. “VVB” means the validation and verification bodies Project Developers or Project Proponents use to audit/verify the Projects through the certification process.