Carbonomex Marketplace — Terms of Service

ForestWatch AS, trading as Carbonomex (Org. No. 934 513 797)

Effective date: 1 May 2026

Document version: 2026-05-01

1. About These Terms

These Terms of Service ("Terms") govern your access to and use of the Carbonomex carbon credit trading marketplace at carbonomex.com, including all associated services, APIs, and order book infrastructure (collectively, the "Marketplace").

The Marketplace is operated by ForestWatch AS (Org. No. 934 513 797), trading as Carbonomex, a company incorporated in Norway ("Carbonomex", "we", "us", "our").

By registering for an account or placing any order on the Marketplace, you agree to be bound by these Terms in full. If you are acting on behalf of an organisation, you represent that you have authority to bind that organisation.

The Marketplace is built on and connected to the ForestSync Registry. Use of the public registry at registry.forestsync.com is governed by the ForestSync Terms of Service. These are two separate products offered by ForestWatch AS, each with its own set of terms.

2. Eligibility

You may only use the Marketplace if you:

• Are a legal entity (company, organisation, or recognised legal body) or an individual authorised representative of such an entity
• Are at least 18 years of age
• Are not located in a jurisdiction subject to applicable sanctions (UN, EU, Norwegian, or US OFAC)
• Have not previously been suspended or banned from the Marketplace
• Can legally enter into a binding contract in your jurisdiction

The Marketplace is not available to consumers acting in a personal capacity for the purposes of the EU Consumer Rights Directive. All accounts represent commercial or institutional participants.

3. Account Registration

3.1 You must provide accurate, complete, and current information at registration and promptly update it when it changes.

3.2 Your account is personal to your organisation. You are responsible for all activity conducted through your account credentials.

3.3 You must notify us immediately at [email protected] of any suspected unauthorised use of your account.

3.4 One organisation may hold one account. Duplicate accounts are prohibited.

4. KYC/KYB Requirements

4.1 All users must complete identity and organisational verification before placing any order on the Marketplace. This process is managed by Stripe, Inc. on our behalf under Stripe's own verification terms.

4.2 Sellers (Project Developers and Traders placing ASK orders) must complete Stripe Connect onboarding (a full Know Your Business process including beneficial ownership disclosure). No ASK order may be placed until Stripe Connect onboarding is confirmed complete.

4.3 We reserve the right to request additional verification documentation at any time. Failure to comply within the timeframe specified may result in account suspension.

4.4 KYC/KYB data is processed and held by Stripe under Stripe's own Privacy Policy and our mutual AML compliance obligations. We retain records for a minimum of 5 years after the end of the business relationship, as required by applicable AML directives.

4.5 AML/CTF compliance: The Marketplace implements transaction monitoring for suspicious activity. We are obligated to, and will, report suspicious transactions to the relevant financial intelligence units where legally required. We may freeze or suspend accounts under investigation.

5. Order Types and Trading Rules

5.1 Order Types Available

Market Order (MARKET): An instruction to trade at the best available price immediately. Market orders are filled against the current order book depth. Partial fills may occur if insufficient liquidity exists.

Limit Order (LIMIT): An instruction to trade at a specified price or better. Limit orders remain in the order book as open until filled, cancelled, or expired. LIMIT orders require a valid Stripe Connect account due to the indefinite hold period.

Stop Order (STOP): An instruction to place a limit order when the market price reaches a specified stop price. Requires both a stop price and a limit price to be set.

IOC (Immediate or Cancel): An instruction to fill as much of the order as possible immediately and cancel the remainder. No open order is left.

5.2 Matching Engine

Orders are matched on a price-time priority basis (best price wins; among equal prices, the earlier order wins). The matching engine runs in-process as orders are submitted. We do not guarantee execution at any specific price.

5.3 Order Placement Rules

• Minimum volume: greater than zero tonnes
• Maximum single order: as communicated in the user interface from time to time
• Maximum payment authorisation: €500,000 per transaction
• Currency: EUR only

5.4 Order Cancellation

Open orders may be cancelled by the user at any time before they are filled. If a payment authorisation has been placed, it will be released within the timeframe determined by Stripe (typically 2–7 business days for card authorisations; immediately for Stripe Customer Balance). Carbonomex bears no liability for authorisation hold periods imposed by the user's bank.

6. Payment Obligations

6.1 Payment Architecture

Carbonomex uses a pre-authorisation payment model: payment is authorised before an order enters the book. We never hold user funds directly — Stripe, Inc. is the payment custodian at every stage.

6.2 Standard Buyers

Standard buyers (Beneficiaries without Stripe Connect) pay per transaction using card or SEPA Direct Debit via the Stripe Payment Element. By authorising payment, you consent to the charge being captured upon settlement completion.

6.3 Traders and Project Developers

Users with a Stripe Connect account fund a pre-loaded Stripe Customer Balance via SEPA wire transfer to a virtual IBAN issued by Stripe. Balances are held by Stripe, not Carbonomex. Funded balance is used for BID orders; payout from ASK fills goes to the Stripe Express account.

6.4 Stripe Terms

By using payment features, you agree to be bound by Stripe's Terms of Service (https://stripe.com/legal) and, for sellers, the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account). In the event of a conflict between these Terms and Stripe's terms concerning payment processing, Stripe's terms govern.

6.5 SEPA Direct Debit Mandate

If you pay via SEPA Direct Debit, you authorise Carbonomex and Stripe to debit your bank account for the authorised amount upon settlement. You retain rights under SEPA regulations to dispute an incorrect charge within 8 weeks of the debit date.

6.6 Failed Payments

If payment capture fails during settlement (insufficient funds, expired authorisation, bank refusal), the trade is unwound: tokens are returned to the seller, and the settlement is marked as failed. Carbonomex bears no liability for failed trades arising from buyer payment failure.

7. Commission and Fee Structure

7.1 Primary Market Commission

On first sale (Project Developer to first buyer), a commission is charged to the seller based on annual volume traded and credit type:

ARR (Forestry) Credits:

| Seller's Annual Volume | Commission per Tonne |

|----------------------|---------------------|

| 0 – 100,000 t | €10.00 |

| 100,001 – 200,000 t | €9.00 |

| 200,001 – 500,000 t | €8.00 |

| 500,001 – 1,000,000 t | €7.00 |

| > 1,000,000 t | €5.00 |

Biochar Credits:

| Seller's Annual Volume | Commission Rate |

|----------------------|----------------|

| 0 – 10,000 t | 10% of transaction value |

| 10,001 – 20,000 t | 9% |

| 20,001 – 50,000 t | 8% |

| 50,001 – 1,000,000 t | 7% |

| > 1,000,000 t | 5.5% |

7.2 Secondary Market Spread

On resales (any transfer other than the first sale), a spread fee is applied based on total platform annual volume:

| Platform Annual Volume | Spread |

|----------------------|--------|

| 0 – 100,000 t | 1.00% of transaction value |

| 100,001 – 200,000 t | 0.85% |

| 200,001 – 500,000 t | 0.75% |

| 500,001 – 1,000,000 t | 0.60% |

| > 1,000,000 t | 0.50% |

7.3 Fee Display

The exact commission or spread applicable to your order is displayed in the order review screen before you confirm any trade. By confirming, you accept the displayed fee.

7.4 Fee Changes

Carbonomex reserves the right to modify the fee schedule with 30 days' written notice. Changes do not apply to orders placed before the effective date of the change.

8. Settlement

8.1 Settlement of a matched trade is conducted through a defined multi-stage pipeline. The stages are: `AGREED → SEGREGATED_ACCOUNT_PENDING → FUNDS_RECEIVED → CREDITS_TRANSFERRED → SETTLEMENT_COMPLETE`.

8.2 Each stage must be advanced in order. No stage may be skipped. Stage transitions are logged and audited.

8.3 On `CREDITS_TRANSFERRED`: token ownership moves to the buyer, a transaction record is created in the ForestSync Registry public ledger, and the Stripe transfer to the seller's Connect account is initiated.

8.4 On `SETTLEMENT_COMPLETE`: both buyer and seller are notified by email.

8.5 Settlement timelines are targets, not guarantees. Settlement may be delayed by Stripe processing times, additional compliance checks, or force majeure events.

9. Credit Retirement — Finality and Irreversibility

9.1 Retirement is permanent and irreversible. Once you initiate credit retirement and the transaction is confirmed, the credits are marked `RETIRED` in the ForestSync Registry, a public retirement certificate is issued, and the retirement cannot be undone by any party.

9.2 Before confirming retirement, you must verify:

• The quantity and serial numbers of credits selected
• The name of the retiring organisation as it will appear on the retirement certificate
• That you own the selected credits and they are in `ACTIVE` status

9.3 Carbonomex and ForestSync bear no liability for retirement of the wrong credits, excess quantities, or incorrect organisational details entered by the user.

9.4 Retirement certificates are publicly accessible and form part of the immutable public registry.

10. No Investment or Financial Advice

Carbon credits traded on the Carbonomex Marketplace are not securities, financial instruments, investment products, futures, or derivatives as currently defined under EU MiFID II or Norwegian financial regulation. They are verified environmental commodity units.

Nothing on the Marketplace constitutes investment advice, financial advice, tax advice, or a recommendation to buy or sell any credit. Past price data is displayed for informational purposes only and is not indicative of future prices.

The value of carbon credits may fluctuate significantly. You may recover less than the amount you invest. You should make your own independent assessment and, if necessary, seek advice from qualified financial and legal advisers before trading.

11. Market Integrity and Prohibited Conduct

The following conduct is strictly prohibited and may result in immediate account suspension, termination, trade reversal where possible, and referral to regulatory authorities:

• Market manipulation: Creating artificial price movements, wash trading, spoofing (placing orders with intent to cancel before execution), layering, or any conduct intended to mislead other market participants
• Insider trading: Trading on material non-public information relating to a project, a registry decision, or any third party
• Front-running: Using knowledge of a pending order to trade ahead of it
• Account sharing or misrepresentation: Allowing another entity to use your account credentials or misrepresenting your organisational identity
• Sanctions evasion: Attempting to circumvent applicable trade sanctions via the Marketplace

Carbonomex may reverse transactions where technically possible if market manipulation is determined to have occurred. Where reversal is not possible, affected users will be notified and the incident reported to relevant authorities.

12. Procurement Mandates

12.1 Users may create up to 10 active procurement mandates at any time.

12.2 A mandate specifies automated or semi-automated criteria for purchasing credits (credit type, vintage, geography, price range). Mandate execution places standard MARKET BID orders subject to these Terms.

12.3 You are responsible for the criteria you set in a mandate. Carbonomex is not liable for purchases executed in accordance with your mandate instructions.

12.4 Mandates may be cancelled at any time before execution. Partial executions already filled cannot be reversed.

13. Limitation of Liability

13.1 To the maximum extent permitted by applicable law, Carbonomex's aggregate liability to you for all claims arising from or related to the Marketplace shall not exceed the greater of: (a) the total fees paid by you to Carbonomex in the 12 months preceding the claim, or (b) €5,000.

13.2 Carbonomex is not liable for:

• Loss of profit, revenue, or anticipated savings
• Market losses (loss in value of credits purchased or held)
• Losses arising from trading decisions based on price data or platform information
• Losses arising from Stripe system failures, bank-side payment delays, or third-party processing errors
• Losses arising from hacks, DDoS attacks, or security incidents outside our reasonable control
• Consequential, indirect, incidental, special, or punitive damages of any kind

13.3 Nothing in these Terms limits liability for death or personal injury caused by our negligence, fraud, or any liability that cannot be excluded by applicable law.

14. Disclaimers

14.1 Service availability: We aim for high availability but cannot guarantee uninterrupted service. The Marketplace may be unavailable during maintenance windows, market halts, or infrastructure events. Carbonomex is not liable for losses arising from inability to place, cancel, or execute orders during downtime.

14.2 Price data: Price data, order book depth, forward curves, and OHLCV charts are provided for informational purposes. They may be delayed, approximate, or incomplete. Do not rely solely on this data for time-sensitive trading decisions.

14.3 Regulatory classification: The regulatory status of carbon credits is evolving globally. Carbonomex makes no representation as to the regulatory treatment of credits in your jurisdiction. You are solely responsible for ensuring your use of the Marketplace complies with applicable law in your jurisdiction.

15. Suspension and Termination

15.1 By you: You may close your account at any time. Open orders will be cancelled and payment authorisations released. If you have unsettled trades, you must wait for settlement to complete before account closure is final.

15.2 By us: We may suspend or terminate your account immediately and without prior notice if you: breach these Terms; fail KYC/KYB requirements; are subject to applicable sanctions; engage in market manipulation or prohibited conduct; or if required by law. We will inform you of the reason unless disclosure is legally prohibited.

15.3 Effect of termination: On termination, access to the Marketplace is revoked. Data retention obligations described in the Privacy Policy continue. Settled trade and retirement records remain part of the public ledger.

16. Governing Law and Dispute Resolution

16.1 These Terms are governed by the laws of Norway.

16.2 Any dispute shall first be subject to good-faith negotiation for 30 days from written notice.

16.3 If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts of Oslo, Norway.

16.4 Notwithstanding the above, Carbonomex may seek urgent injunctive relief in any court to protect its rights.

17. General

17.1 Entire Agreement: These Terms, the Carbonomex Privacy Policy, Stripe's Terms of Service, and the Stripe Connected Account Agreement (for sellers) constitute the entire agreement between you and Carbonomex.

17.2 Severability: If any provision is found unenforceable, the remaining provisions remain in full force.

17.3 No Waiver: Failure to enforce any provision is not a waiver.

17.4 Assignment: We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets, with notice to you.

17.5 Updates: We will notify users of material changes by email at least 14 days before they take effect. Continued use after the effective date constitutes acceptance.