Carbonomex · Trading Legal
Effective Date: 1 January 2025 · Governing Law: England and Wales
This document is the official legal version. Non-English translations are provided for reference only.
In this Agreement, the following terms shall have the meanings set out below:
"Agreement" means this Master Forward Agreement, as amended from time to time.
"Buyer" means the party purchasing Carbon Credits under a Transaction.
"Carbon Credit" means a verified emissions reduction or removal unit representing one metric tonne of carbon dioxide equivalent (1 tCO₂e), issued under an approved methodology on the ForestSync Registry.
"Carbonomex" means the carbon credit trading platform operated by ForestSync, accessible at carbonomex.com.
"Confirmation" means the trade confirmation generated by Carbonomex upon matching of a Bid and Ask order.
"Delivery Date" means the date specified in the Confirmation on which Carbon Credits are to be transferred.
"Force Majeure Event" has the meaning given in Section 5.
"Registry" means the ForestSync Carbon Registry at forestsync.io.
"Seller" means the party selling Carbon Credits under a Transaction.
"Settlement" means the exchange of Carbon Credits for payment in accordance with Section 4.
"Transaction" means a forward sale and purchase of Carbon Credits entered into pursuant to this Agreement, evidenced by a Confirmation.
2.1 This Agreement governs all Transactions entered into between the Buyer and Seller through the Carbonomex platform. Each Transaction forms a binding contract upon issuance of a Confirmation by Carbonomex.
2.2 By submitting a Bid or Ask order on Carbonomex, each party represents and warrants that: (a) it has full authority to enter into the Transaction; (b) it is not subject to any legal, regulatory, or contractual restriction that would prevent performance; and (c) it has conducted its own due diligence on the Carbon Credits.
2.3 Carbonomex acts solely as a matching venue and does not act as principal, agent, broker, or advisor in respect of any Transaction. Carbonomex is not a party to any Transaction.
2.4 Each Confirmation shall incorporate the terms of this Agreement by reference. In the event of any conflict, the Confirmation shall prevail.
3.1 The Seller shall transfer the quantity of Carbon Credits specified in the Confirmation to the Buyer's designated Registry account on or before the Delivery Date.
3.2 Carbon Credits delivered must: (a) be free from any encumbrance, lien, or third-party claim; (b) have a status of "Active" in the Registry; (c) originate from the project(s) identified in the Confirmation; and (d) have not previously been retired or cancelled.
3.3 The Seller bears all risk of loss until successful transfer to the Buyer's Registry account is confirmed. Transfer confirmation is the sole evidence of delivery.
3.4 If the Seller fails to deliver on the Delivery Date, the Buyer may: (a) accept late delivery with agreed penalty interest at 5% per annum over the Bank of England base rate; or (b) terminate the Transaction and receive a full refund of any amounts paid, plus reasonable cover costs documented in writing.
4.1 Settlement is conducted on a Delivery-versus-Payment (DvP) basis through Carbonomex's segregated account mechanism unless otherwise specified in the Confirmation.
4.2 The Buyer's payment obligation arises upon execution of the Transaction and is secured via Stripe authorisation hold. Funds are released to the Seller only upon confirmed delivery of Carbon Credits as defined in Section 3.3.
4.3 The platform commission as published on the Carbonomex fee schedule at the time of the Transaction shall be deducted from the Seller's proceeds prior to disbursement.
4.4 All amounts are denominated in Euros (EUR). Currency conversion risk is borne by the relevant party.
4.5 In the event of a failed delivery, Carbonomex shall release any held funds to the Buyer within three (3) business days of the Buyer's written request.
5.1 A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: acts of God; war; terrorism; government action; regulatory prohibition; Registry failure or suspension; or catastrophic natural disaster directly affecting the relevant carbon sink project.
5.2 If a Force Majeure Event prevents a party from performing its obligations, that party shall: (a) notify the other party promptly in writing; (b) use commercially reasonable efforts to resume performance; and (c) not be liable for delay or failure attributable solely to such event.
5.3 If a Force Majeure Event continues for more than thirty (30) calendar days, either party may terminate the affected Transaction by written notice, in which case any amounts paid shall be returned within five (5) business days.
6.1 This Agreement and each Transaction shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
6.2 The parties acknowledge that the carbon credit markets are subject to evolving regulation. Each party is responsible for ensuring compliance with applicable laws and regulations in its own jurisdiction, including MiFID II, EU Taxonomy, and any applicable emissions trading scheme requirements.
7.1 The parties shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation within twenty (20) business days of written notice of a dispute.
7.2 If the dispute is not resolved within the period specified in Section 7.1, either party may refer the dispute to binding arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Rules current at the date of the arbitration request.
7.3 The arbitration shall be: (a) seated in London, England; (b) conducted in the English language; (c) decided by a sole arbitrator; and (d) final and binding on both parties.
7.4 Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.
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