Terms & Conditions

Terms and Conditions (T&C) Effective Date: 1 December 2024
‍Welcome to Terra Verde X Pte Ltd, a Singapore registered company under registration number 202421100K with registered office 68 CIRCULAR ROAD, #02-01, SINGAPORE049422 ("we," "us," "our"). By accessing or using our services, you agree to these Terms and Conditions("T&Cs").

Please read them carefully.

1. Definitions
- Service: The SaaS product provided by Terra Verde X Pte Ltd enabling customers to calculate their internal carbon price and assess transition costs.
- Customer: The business entity using our Service.
- Report: The deliverable generated by our Service, which becomes the Customer's property after the refund period ends.
- Account: The Client's registered account on our platform.
By accessing or using our Services, including downloading any Report, the Customer acknowledges that they have read, understood, and agreed to these Terms andConditions.

2. Governing Law and Dispute Resolution
These T&Cs are governed by the laws of Singapore. Anydisputes arising out of or in connection with these T&Cs will be referred to arbitration in Singapore under the Singapore International ArbitrationCentre (SIAC) Rules.The costs of arbitration, including administrative fees and arbitrator fees, shall be shared equally between the parties unless otherwise determined by the arbitrator. The arbitrator shall be appointed by mutual agreement of the parties, failing which the Singapore International ArbitrationCentre (SIAC) will appoint the arbitrator. Any disputes must be submitted for arbitration within 12 months of the occurrence of the event giving rise to the dispute. Arbitration under this clause shall apply exclusively to disputes arising from or directly related to these Terms and Conditions, excluding matters governed by separate agreements or applicable statutory provisions

‍3. Limitation of LiabilityTerra Verde X Pte Ltd shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of revenue, or loss of data, arising from the use of ourServices or reliance on the Report. Our total liability for any claims, whetherin contract, tort, or otherwise, shall not exceed the amount paid by theCustomer for the specific Service from which the claim arises. Terra Verde X Pte Ltd shall not be held liable for any disruptionso r errors caused by third-party services, including but not limited to payment processors, hosting providers, or data transmission systems.

4. Service Tiers and Delivery
We offer three Service tiers:
- Single Geographic Focus: Report delivery in 4 working days
- Regional Geographic Focus: Report delivery in 7 working days
- Global Geographic Focus: Report delivery in 10 working days.

If Terra Verde X Pte Ltd fails to deliver the Report within the agreed delivery timeframe due to unforeseen circumstances, the Customer may request a partial refund or credit toward future services. Such remedies will be provided at the sole discretion of Terra Verde X and subject to mutual agreement. Delivery times begin upon receipt of payment and successfulCSV file upload and questions are answered in detail and accepted by the consultant. Unforeseen circumstances include, but are not limited to, technical issues beyond Terra Verde X’s control, delays in receiving required information from the Customer, or force majeure events. Customers will be notified promptly of any anticipated delays.

By downloading the Report, the Customer acknowledges receipt of the Service and waives any rights to refunds or modifications under these Terms and Conditions. Reports are prepared based on data and regulatory frameworks available at the time of delivery. Terra Verde X Pte Ltd does not guarantee updates to Reports unless contracted under separate terms.

‍5. Customer Responsibilities
‍The Customer is responsible for providing accurate, complete, and timely data required for the preparation of the Report. Terra Verde X Pte Ltd shall not be held liable for inaccuracies or omissions in the Report resulting from incomplete or incorrect information provided by the Customer. The Customer agrees to use the Report as a reference tool and acknowledges that it is not a substitute for independent professional advice. Timely data refers to all requested information and responses to queries provided by the Customer within 3 business days of request, unless otherwise agreed in writing. The Customer is solely responsible for ensuring that their use of the Service and Report complies with all applicable laws and regulations in their jurisdiction, including but not limited to CBAM and ETS2 requirements.

Terra Verde X Pte Ltd assumes no responsibility for compliance failures resulting from the Customer’s use of the Report.

‍6. Disclaimer
‍The Reports and recommendations provided by Terra Verde X Pte Ltd are for informational purposes only. They do not constitute legal, financial, or regulatory compliance advice. Customers are strongly encouraged to consultqualified professionals for matters related to CBAM, ETS2, and other regulatory or financial compliance requirements. Terra Verde X Pte Ltd guarantees a return on investment (ROI)specific to the Customer’s payment for our Services. This ROI is calculated based on the projected savings or cost reductions identified in the Report relative to the fee paid for the Service. This guarantee does not extend to any general business profitability or external investments the Customer may undertake.

The ROI calculation is based on the projected savings or cost reductions identified in the Report at the time of delivery, using the Customer’s provided data. Terra Verde X Pte Ltd does not guarantee actual savings or profitability, which may be influenced by factors beyond its control. See Section 8 how how we have defined beyond its control.

7. Payment Terms- Payments are made upfront via Stripe or other approved gateways.
- Charges are in the Customer's local currency or USD if unavailable.
By accessing or using our Services, the Customer acknowledges that they have read, understood, and agreed to these Terms and Conditions.

8. Refund Policy Refunds must be requested via email to refunds@terraverde.sgwithin 30 days of report delivery.
- Refunds will be processed within 30 days of approval.
- Refund eligibility is void once the report is downloaded. Refunds are not available for partially completed reports or if the Report is rejected for reasons outside the control of Terra Verde X, such as changes in the Customer’s requirements or business priorities after work has commenced. Refunds will not be processed once the Report has been downloaded by the Customer. Refunds will not be issued for delays caused by the Customer’s failure to provide required data, respond to inquiries, or complete necessary actions for report preparation.

Additionally, refunds are not available if the Report fails to meet the Customer’s expectations due to changes in their business needs or priorities after work has commenced. Refunds will also not be issued if the Customer fails to notify Terra Verde X Pte Ltd of any errors or omissions in the Report within 30 calendar days of delivery and before the report is downloaded.

Refunds will not be granted for errors, omissions, or inaccuracies in the Report caused by incomplete or incorrect data provided by the Customer. The 30-day refund request period begins from the date the Report is delivered to the Customer via our website and any refund is ineligible once it is downloaded. In the event that the Customer does not achieve the guaranteed ROIon the fee paid for the Service, as outlined in the Report, the Customer may request a refund. Refund eligibility under this guarantee is subject to the following conditions:
a. Accurate Data Submission: The Customer must have provided complete, accurate, and timely data for the preparation of the Report, as outlined in Section 5 (CustomerResponsibilities).

b. Implementation of Recommendations: The Customer must demonstrate that all recommendations outlined in the Report were fully implemented within the specified timeframe.

c. Independent Factors: The ROI guarantee applies only to the Service provided by Terra VerdeX Pte Ltd. Factors beyond the control of Terra Verde X, such as external market conditions, regulatory changes, or the need for third-party involvement, are excluded from the guarantee.

d. Verification Process: The Customer must provide detailed evidence, including but not limited to financial statements, project implementation details, and other supporting documents, to demonstrate that the ROI was not achieved. Terra Verde X Pte Ltd will review and verify the claim at its sole discretion.

e. Completion of Calculations: If the calculations in the Report indicate that the ROI has been achieved, the Service is considered fulfilled, regardless of whether theCustomer has fully realized the benefit. Refunds under the ROI guarantee are processed at the sole discretion of Terra Verde X Pte Ltd and are subject to the conditions outlined above. No refunds will be granted if the Report has been downloaded and theCustomer has failed to meet the criteria listed.

9. Cancellation and Termination- Customers may cancel their account at any time. Upon cancellation, all personal data will be deleted in compliance with the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the Singapore Personal Data Protection Act 2012 (PDPA), ensuring adherence to applicable legal and regulatory requirements for data processing and retention.- If cancelled before report delivery, refunds are not guaranteed if work has started.

Certain provisions of these T&Cs, including but not limited toLimitation of Liability, Ownership and Intellectual Property, and Governing Law and Dispute Resolution, shall survive the termination or expiration of this agreement.

Refunds for cancellations before report delivery will be processed within 30 days of approval, subject to eligibility as outlined in Section 8.

10. Ownership and Intellectual Property- Terra Verde X Pte Ltd retains IP rights over all software and methodologies.- Reports are owned by the Customer after download but licensed for internal business use only.The Customer is solely responsible for ensuring that their use of the Report complies with the applicable laws and regulations in their jurisdiction, including but not limited to CBAM and ETS2. Terra Verde X Pte Ltd does not guarantee that the Reports will meet all compliance requirements in every jurisdiction. Reports provided by Terra Verde X Pte Ltd are licensed for internal business use by the Customer only. They may not be shared, sold, reproduced, or distributed to third parties without prior written consent from Terra Verde X. Any custom analytics, insights, or recommendations provided within the Report remain the intellectual property of Terra Verde X Pte Ltd and are licensed to the Customer for internal business use only. The Reports reflect the regulatory and market landscape at the time of delivery. Terra Verde X Pte Ltd is not obligated to provide updates or revisions to Reports unless contracted under separate terms.

11. Data Processing and PrivacyTerra Verde X Pte Ltd employs industry-standard encryption and security measures to protect all Customer data uploaded to our platform. Whilewe take all reasonable precautions to safeguard data, we shall not be held liable for security breaches caused by third-party service providers or circumstances beyond our control. Terra Verde X Pte Ltd will retain Customer data only as long as necessary to fulfill the purposes outlined in these T&Cs or as required by applicable laws. Upon termination of the account, Customer data will be deletedwithin 30 days unless retention is necessary for legal or regulatory compliance.

‍12. Customer Communication
‍All official communications between Terra Verde X Pte Ltd and theCustomer will be conducted via the Customer’s registered email address or theTerra Verde X platform. The Customer is responsible for keeping their contact information up-to-date. Terra Verde X is not liable for any missed communications resulting from incorrect or outdated contact information. All communications from Terra Verde X Pte Ltd to the Customer will be deemed delivered upon successful dispatch to the registered email address.It is the Customer’s responsibility to ensure their email address is monitored and functional.

13. Cookies
We use cookies for functionality and analytics. Refer to ourCookie Policy for details.

‍14. Force Majeure
‍Terra Verde X Pte Ltd shall not be held liable for any delay or failure to perform its obligations under these T&Cs due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, strikes, power outages, or internet failures.

‍15. Updates to Terms and ConditionsTerra Verde X Pte Ltd reserves the right to update or modify these T&Cs at any time. Customers will be notified of any material changes viatheir registered email address or platform notification. Material changes include, but are not limited to, modifications to payment terms, refundpolicies, data protection practices, and liability limitations.Continued use of the Services after such updates constitutes acceptance of the revised T&Cs.

These Terms and Conditions are provided in English and shall be interpreted and enforced in the English language.

16. No Waiver
‍Failure by Terra Verde X Pte Ltd to enforce any provision of theseT&Cs shall not constitute a waiver of that provision or any other provision. A waiver shall only be effective if made in writing and signed by an authorized representative of Terra Verde X Pte Ltd.

These Terms and Conditions constitute the entire agreement between Terra Verde X PteLtd and the Customer regarding the Services and supersede any prior agreements or understandings, whether written or oral, that conflict with these Terms. Contact Information: For questions or support, please contact us at:
Email: support@terraverde.sg