Terms of Service

Version 1.0, effective [effective date]. Also see our Privacy Policy and Disclaimer.

About these terms

These Terms of Service (the Terms) are an agreement between [Carbon Passport Pte. Ltd.], a company registered in Singapore with UEN [UEN] and its registered address at [registered address], Singapore (Carbon Passport, we, us), and the company you represent (you, the Client).

By creating an account, ticking the acceptance box, submitting documents, or paying for the Service, you accept these Terms on behalf of the Client. You confirm that you have authority to bind the Client. If you don't agree, don't use the Service.

These Terms are version 1.0, effective [effective date]. The English version prevails over any translation.

1. What the Service is

Carbon Passport helps manufacturers respond to requests for emissions data from their customers under the EU Carbon Border Adjustment Mechanism (CBAM), the UK CBAM and similar supplier questionnaires (the Service). The Service may include:

• reviewing the documents and information you provide;
• calculating embedded emissions from your data using the methodology, factors and default values published by the relevant authorities at the time of calculation;
• preparing your data in the format your buyer asks for;
• sending submissions to the buyers you authorise; and
• notifying you of rule changes that we identify as relevant to your requests.

Our document review checks completeness, consistency and plausibility. It is not an audit and does not confirm that documents are genuine.

2. What the Service is not

Carbon Passport is not, and does not act as:

• an accredited CBAM verifier or a verification body;
• a law firm, tax adviser, customs broker, customs representative or authorised CBAM declarant; or
• your agent before any authority.

Nothing we provide is legal, tax, customs or financial advice. Our guides, website content, notifications and verdicts are general information and working documents based on your data. If you need advice about your legal obligations, consult a qualified professional.

3. Your responsibilities

You are responsible for:

• providing documents and information that are accurate, complete, genuine and current, and telling us promptly about any error or change;
• having the right to share the documents and data you upload, including any personal data they contain, and to authorise us to share results with the buyers you name;
• reviewing every figure, submission and verdict before it is sent or relied on, and for the final data your company provides to any buyer or authority;
• your own compliance with the laws that apply to you, and your contracts with your buyers and suppliers; and
• keeping your account credentials secure and your contact details up to date.

You must not upload documents you know or suspect to be false, altered or obtained unlawfully, or use the Service for any unlawful purpose.

4. Our results and their limits

Our figures, preliminary results and verdicts are calculated from the information you provide, and from the rules, methodology and default values in effect when we calculate. They are estimates for your use in responding to buyers. In particular:

• results may differ from figures later established by an accredited verifier, a competent authority or your buyer;
• preliminary figures are provisional and may change after review;
• we do not guarantee that any buyer will accept a submission, that any verification will succeed, or any outcome of any authority's decision; and
• we do not guarantee any level of CBAM cost, certificate price, order volume, price or commercial result for you or your buyers.

Where your data is incomplete, we may use official default values or reasonable assumptions, which we will state in the submission.

5. Rule changes

We monitor official sources and notify you of changes we identify as relevant, on a reasonable-efforts basis. Regulations, guidance, templates and default values change often and sometimes without notice. We do not guarantee that we will identify every change, or identify it by any particular time. You remain responsible for checking the official sources that apply to you.

6. Fees and payment

• The fee is US$999 per submission (one installation, one reporting period), payable after we approve your documents and before we send your verdict.
• No fee is charged if we do not approve your documents.
• Updating a submission already sent, because of a rule change, costs US$100. New or additional data, periods, installations or buyers are charged as a new submission.
• Fees exclude taxes, bank charges and currency conversion costs, which are your responsibility.
• Fees are non-refundable once the verdict has been delivered. If, after you pay, we fail to deliver a verdict within 30 days for reasons within our control, we will refund the fee in full on request. This refund is your sole remedy for non-delivery.
• If another person or company pays on your behalf, you remain responsible for the fee.

7. Corrections

If a buyer asks for changes to a submission because of an error in our work, we will correct and resend it free of charge within 90 days of the verdict. Changes caused by new or corrected data from you, or by rule changes, are outside this commitment.

8. Confidentiality

We keep your documents and data confidential and use them only to provide the Service, except as set out in these Terms and our Privacy Policy, as you authorise, or as required by law. You must keep confidential any non-public information about the Service that we share with you.

9. Data sharing and privacy

You authorise us to share your data and results with the buyers you name in the Service, and with the service providers we use to operate it (such as hosting, email and payment providers). If you ask us to, we will also share data with a verifier you choose.

Our Privacy Policy explains how we handle personal data, and forms part of these Terms.

10. Intellectual property

• Your documents and data remain yours. You grant us a licence to use them to provide, secure and improve the Service.
• We may use data in anonymised and aggregated form, so that it does not identify you or your installation, to develop benchmarks and improve our checks. You can ask us to exclude your data by emailing hello@carbonpassport.ai.
• Our software, templates, guides and methods remain ours. You may use the outputs we deliver to you for your own business purposes.

11. Disclaimer of warranties

To the extent permitted by law, the Service, our content and our outputs are provided "as is" and "as available", and we exclude all warranties, conditions and representations not expressly stated in these Terms, including as to fitness for a particular purpose. We do not warrant that the Service will be uninterrupted or error-free.

12. Limitation of liability

To the extent permitted by law:

• we are not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, orders, customers, contracts, goodwill or data, however caused;
• we are not liable for any CBAM certificate costs, taxes, duties, fines, penalties, surcharges or price adjustments incurred by you or your buyers, or for decisions made by any buyer, verifier or authority;
• we are not liable for any loss arising from inaccurate, incomplete or non-genuine documents or information provided by you or your suppliers, or from your failure to review our outputs before use;
• we are not liable to anyone other than the Client; and
• our total liability for all claims arising out of or in connection with the Service or these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid us for the submission giving rise to the claim in the 12 months before the claim arose.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

13. Your indemnity

You will indemnify us, and our officers, employees and contractors, against claims, losses, costs and expenses (including reasonable legal fees) arising from: documents or information you provide that are inaccurate, incomplete, false or not yours to share; your breach of these Terms or of law; or any claim by your buyers, suppliers or authorities relating to data you provided.

14. Third parties

These Terms are for the benefit of you and us only. Your buyers, suppliers and other third parties may not rely on our outputs as against us, and have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of these Terms.

15. Time limit for claims

Any claim against us must be notified to us in writing within 12 months of the date you became aware, or should reasonably have become aware, of the facts giving rise to it, to the extent permitted by law.

16. Suspension and termination

We may suspend or end your access if you breach these Terms, if we reasonably suspect fraud or that documents are not genuine, or if required by law. You may close your account at any time. Sections 4, 8, 10 to 15, 19 and 20 continue after termination.

17. Events beyond our control

We are not responsible for delay or failure caused by events beyond our reasonable control, including changes in law, failures of official systems or registries, outages of third-party services, natural disasters, epidemics, strikes and war.

18. Changes to these Terms

We may update these Terms. We will give you at least 14 days' notice of material changes by email or in the app. Changes apply to submissions started after they take effect. If you don't agree, you may stop using the Service before they take effect.

19. Governing law and disputes

These Terms are governed by the laws of Singapore. If a dispute arises, both parties will first try to resolve it by good-faith discussion for 30 days. If it is not resolved, it will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules in force at the time. The seat of arbitration is Singapore, the tribunal will consist of one arbitrator, and the language of the arbitration is English.

20. General

• These Terms, the Privacy Policy and any order or acceptance record in the app form the entire agreement between us about the Service.
• If any part of these Terms is found unenforceable, the rest remains in effect.
• You may not transfer your rights under these Terms without our written consent. We may transfer them to a successor of our business.
• Electronic acceptance, including ticking a box or clicking a button in the app, is binding. We keep a record of the version you accepted, when, and by whom.
• Notices to us must be sent to hello@carbonpassport.ai. We will send notices to the email address in your account.