General Terms and Conditions

Terms of Service for the use of the Online Platform “Carbexx.com”

Carbexx.com is a service offered by
Carbexx GmbH
ICO InnovationsCentrum
Albert-Einstein-Str. 1
49076 Osnabrück
Germany
Tel: +49 541 963 287 00
Mail: [email protected]

Terms of Service

Last Updated: 30 May 2025

Thank you for using Carbexx!

Preamble

The world is aiming to achieve carbon neutrality throughout the 21st century. To achieve this goal, nature-based carbon capture on a global scale is mandatory. Carbexx brings together different partners in the field of nature-based solutions. Carbexx promotes restoration initiatives, raises public awareness, and links nature projects and clients to jointly realise the implementation. Carbexx enables clients to take concrete and measurable action to support the implementation of a wide variety of nature restoration projects. Each nature project is implemented by local independent project developers.

These Terms of Service (“Terms”) govern your right to use the website www.carbexx.com and all of its subdomains (“Carbexx Website”), applications, and other services from Carbexx (collectively, the “Carbexx Platform”). When used in these Terms, “Carbexx”, “we”, “us” or “our” refers to Carbexx GmbH, Albert Einstein Str. 1, 49076 Osnabrück, Germany. Carbexx is the operator of the Carbexx Platform.

By registering on the Carbexx Platform or otherwise using the Carbexx Platform and/or the Carbexx Website, you accept these Terms and agree to be legally bound by them. You also agree to our Privacy Policy, which describes our collection and use of personal data, and is an essential part of these Terms. If you do not agree to these Terms, you must not use the Carbexx Platform or the Carbexx Website.

1. Carbexx’ Services

Via the Carbexx Platform, Carbexx offers an online venue that enables users who develop and implement nature restoration, reforestation or similar projects (“Nature Projects” and such users hereinafter also “Project Developers”) to present and publish their Nature Project (each published Nature Project also a “Listing”) and to offer their services including the implementation and maintenance of Nature Projects, reporting services and other services associated with Nature Projects (collectively the “Restoration Services”) to other users who are interested to provide funding for the realisation of Nature Projects (such users hereinafter also referred to as “Clients”). Nature Projects include a wide variety of activities like reforestation & afforestation projects, mangrove projects, wetland restoration projects, nature conservation projects and other projects.

While Carbexx is dedicated to review the Project Developers and maintain a high standard of Listings, the content of a Listing and the implementation of a Nature Project are under the sole responsibility of the Project Developers and Carbexx is not responsible for the content of Listings or the implementation of Nature Projects, does not oversee the performance of Nature Projects and does not grant any warranty or similar assurance with respect to any Listing or Nature Project. Carbexx is not a party to the contractual relationship between a Project Developer and a Client and does not act as a representative or agent for a Project Developer or a Client. If a Project Developer fails to comply with these Terms, he may be subject to legal action both by the Clients and by Carbexx.

2. Registration

You may browse the Carbexx Website without registering. However, in order to publish a Nature Project you need to register as a Project Developer and in order to provide funding to a Nature Project, you need to register as a Client.

Registration is free of charge. You may register by creating an account and providing the required data including but not limited to your full name and e-mail address. The registration site will indicate which data is required or optional.

Registration is limited to persons who have the full legal capacity to enter into a contract, including individuals at the age of at least 18 and duly organized and existing businesses, organisations or other legal entities. By registering, you explicitly agree to these Terms.

The data requested for registration has to be provided completely and correctly. Any later changes to the provided data must be updated by you without undue delay after the change has occurred.

You are responsible for the appropriate use of the account and must ensure that the password remains secret. In case you notice unauthorized use of the password or your account, Carbexx must be notified of this fact.

Carbexx reserves the right to deny the creation or later suspend or delete an account if the data provided turns out to be incomplete or incorrect or if an account is used in breach of these Terms or any applicable laws.

3. Further Requirements for Registering

Carbexx is dedicated to maintain a high standard of Nature Projects, to include only reliable Listings on the Carbexx Platform and to prevent any form of fraud or misuse of funds.

You will be required to provide at least the following information (where applicable) to Carbexx in order to offer Restoration Services on the Carbexx Platform:

Your name, address, telephone number and email address;
A copy of your official photo identification document or any other electronic identification as defined by Article 3 of Regulation (EU) No 910/2014;
If you are a business: the trade register in which you are registered and your registration number or equivalent means of identification in that register.
For the creation of the Stripe payment account, you will be required to provide additional information to Stripe during setup.

In order to validate the accuracy of provided information and the Nature Project, Carbexx may at its own discretion request additional information from a Project Developer before publishing a Nature Project. Carbexx may also use a third-party verification provider for the collection and verification of your information.

The completion of the registration process and your possibility to offer Restoration Services on the Carbexx Platform may be delayed until Carbexx has been able to assess that the information is reliable and complete.

Carbexx is entitled to suspend the Funding Phase of a Nature Project and/or the further use of the Carbexx Platform if there are reasons to believe that information provided is incorrect, incomplete or outdated and the situation is not remedied without undue delay upon request by Carbexx.

4. Required content of a Listing

If you are a Project Developer the Carbexx Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Restoration Services, your prices and any other relevant information. You are responsible for your acts and omissions as well as for keeping your Listing information and Content (as defined in section 9 below) up-to-date and accurate at all times. Your Listing must include at least the following information:

Description and type (e.g. reforestation project, mangrove project, wetland restoration project or nature conservation projects) of your Nature Project;
Type of tree (species) and number of trees to be planted;
The amount of funding required to implement the Nature Project in full (“Funding Target”);
The minimum amount of funding required to start and implement the Nature Project (“Minimum Funding Target”);
The price per hectare that is required by the Project Developer for the implementation of the Nature Project (“Listing Price”);
The total price payable by the Client including the Listing Price, the Carbexx Service Fee (as defined in section 8), payment processing fees and any other applicable fees (“Total Price”).
Description of the intended use and allocation of funds, including cost of staff, tools, seedlings, plants, overhead, property lease and others (if applicable);
Description, maximum size and location of the area of the Nature Project – the maximum size of the area of the Nature Project (“Maximum Project Area”) needs to coincide with your Funding Target and your Listing Price (Maximum Project Area x Listing Price = Funding Target);
The timeline of the Nature Project, consisting of the “Funding Phase” which is the timeframe during which the Project Developer intends to reach the Minimum Funding Target (must be at least [2] weeks and may not exceed [3] months) and the “Implementation Phase”, which is the time between the first day after the end of the Funding Phase and the expected end of the implementation of the Nature Project. The Project Developer is entitled to extend the Funding Phase (and delay the beginning of the Implementation Phase accordingly) once.

5. Conclusion of a Nature-based Solution Contract

When a Project Developer publishes a Nature Project on the Carbexx Platform this constitutes an offer to form a contract (“Developer’s Offer”). By selecting the Listing, choosing the amount to be pledged, agreeing to the terms of service and clicking the “Pledge”-Button a Client accepts the Developer’s Offer which leads to the formation of a contract (“Nature-based Solution Contract” or “NBS Contract”). The NBS Contract is a direct agreement between the Project Developer and the Client. Carbexx is not a party to the NBS Contract.

The Developer’s Offer may only be accepted during the Funding Phase as determined in the Listing.

The following provisions apply to the NBS Contract and supersede any contradicting terms or provisions provided by the Project Developer in the Listing:

5.1. Condition Precedent

The NBS Contract is concluded under the condition precedent that the Minimum Funding Target is reached during the (extended) Funding Phase (“Condition Precedent”), i.e. the NBS Contract only becomes effective and the parties to the NBS Contract are only bound by its terms if the Condition Precedent is met. If the Project Developer does not succeed to obtain enough funding and the Minimum Funding Target is not met at the end of the (extended) Funding Phase, the NBS Contract will definitely become ineffective, and no obligations arise from the NBS Contract for either party. If the Condition Precedent is met, the NBS Contract automatically becomes effective. The Client will receive a notification from the Project Developer as soon as the Minimum Funding Target is reached.

5.2. Obligations of the Client

Upon the NBS Contract becoming effective, the Client is obligated to provide the pledged funding vis-à-vis the Project Developer. The Client may choose to provide the funding in a one-time payment at the beginning of the Nature Project or in equal quarterly instalments in accordance with the timeline set by the Project Developer. The payment is collected by our payment processor (see under section 6 “Payment Processing” below for details) and distributed to the Project Developer in equal monthly instalments over the time of the Implementation Phase.

5.3. Obligations of the Project Developer

Upon the NBS Contract becoming effective, the Project Developer is obligated to perform the Restoration Services to the terms as outlined in the Listing with the adjustment according to the final determinations pursuant to sections 5.4 and 5.5 and to fulfil any other obligation under the NBS Contract, including the reporting requirements. The Project Developer is obligated to use the funds received solely and exclusively for the Nature Project described in the Listing.

In any case of mal-performance or breach of obligations by the Project Developer, the Project Developer will, regardless of fault, at Clients‘ election and the Project Developer‘s expense, promptly repeat performance or provide supplementary services. If a repeated or supplementary performance does not cure the default or if it is not possible or feasible to timely cure the default with reasonable efforts, the Client is entitled to damages for its losses to the extent the Project Developer has culpably breached its obligations.

To clarify: By funding a Nature Project, a Client does not buy into a Nature Project, acquire shares, property or any property-like rights regarding the Nature Project or the area on which the Nature Project is implemented.

5.4. Determination of the Project Area

Within thirty (30) days after the Funding Phase, the Project Developer is required to draw, upload and make available to the funding Clients the final size and location of the area of the Nature project (“Final Project Area”) via the Carbexx platform. The Final Project Area of the Nature Project has to coincide with the Listing Price mentioned in the Listing and the total funding, that the Nature Project has received(“Total Funding”) (Final Project Area x Listing Price = Total Funding).

5.5. Determination of the Final Timeline

Within thirty (30) days after the Funding Phase, the Project Developer is required to determine, upload and make available to the funding Clients the final timeline of the Implementation Phase (“Final Timeline”) based on the Final Project Area and the Total Funding via the Carbexx platform.

5.6. Reporting

During the Implementation Phase, at the end of each calendar quarter, the Project Developer will provide the Client with a quarterly status report (“Quarterly Report”) of the Nature Project’s progress via the Carbexx platform.

Within three months after the completion of the Nature Project, the Project Developer will provide the Client with a final report (“Final Report”) on the implementation of the Nature Project via the Carbexx platform.

For a period of three years after the completion of the Nature Project, at the end of each calendar year, the Project Developer will provide the Client with an annual status report (“Annual Report”) of the Nature Project’s via the Carbexx platform.

Additionally, the Project Developer will provide regular information on the current status of the Nature Project in the Carbexx app which may be accessed by the Clients.

5.7. Site Visits

Clients, their respective officers, agents or representatives are entitled to travel to and inspect Nature Projects funded by them. Visits shall be coordinated and notified in advance with Project Developers with at least four (4) weeks’ notice prior to the designated date for the site visit. Site visits are subject to the availability of the Project Developer. Site visits are at the Client’s own expense and risk.

5.8. Termination of the NBS Contract

Notwithstanding any remedies provided under applicable law, the Client may terminate the NBS Contract with immediate effect if

the Project Developer has breached its obligations under the NBS Contract and has failed to remedy the breach within 30 days after the Client has notified the Project Developer of such breach in writing or has refused to remedy the breach;

a Force Majeur Event (as defined in section 5.10 below) occurred with the result that the implementation of the Nature Project has become impossible or that the implementation of the Nature Project is delayed by more than 60 days;

the Project Developer has failed to answer or react to any attempt of contact by the Client for a period of more than 60 days;

insolvency proceedings or similar proceedings under applicable law have been initiated with respect to the Project Developer.

The Project Developer may terminate the NBS Contract with immediate effect if a payment owed by the Client is overdue for more than 60 days.

5.9.Consequences of Termination

If the NBS Contract is terminated for good cause in accordance with section 5.8 above both parties are released from their obligations under the NBS Contract with immediate effect, in particular the Client does not have to continue to provide the pledged funding and the Project Developer does not have to continue to provide the Restoration Services vis-à-vis the Client.

To the extent, the Client has agreed to pledge its funds in a one-time payment or quarterly payments, the Project Developer is entitled to continue receiving monthly instalments until the Client explicitly informs the Project Developer in writing about the termination of the NBS Contract.

5.10. Limited Remedies in case of force majeure events

The Project Developer owes the Client a high standard of effort, honest communication, and a dedication to implementing the Nature Project. At the same time, the Client agrees and acknowledges that the implementation of the Nature Project may be subject to risks which are beyond the control of the Project Developer, including in particular but not limited to extreme weather conditions, hurricanes, tsunamis, typhoons, lightning, blizzards, tornadoes, floods and other natural disasters, to any act of terrorism, war or other armed hostilities, or a pandemic, epidemic disease outbreak or other public health emergency and other force majeure events (each a “Force Majeur Event”).

If a Project Developer is unable to complete the Nature Project according to the original plan due to a Force Majeur Event, the Project Developer must make a reasonable effort to bringing the Nature Project to the best possible conclusion. Project Developers in this situation have remedied the situation and fulfilled their obligations to Clients if all of the following conditions are met:

they inform the Clients through updates that explain what work has been done, how funds were used, and what prevents them from finishing the Nature Project as planned;
they work diligently and in good faith to bring the Nature Project to the best possible conclusion under the circumstances, in a timeframe that’s communicated to Clients;
they’re able to demonstrate that they’ve used funds appropriately and made every reasonable effort to complete the Nature Project as promised;
they’ve been honest, and have made no material misrepresentations in their communication to Clients; and
they offer to return any remaining funds, which have not been used as a consequence of the Nature Project not being implemented as planned due to the Force Majeur Event, to Clients (in proportion to the amounts pledged), or else explain how those funds will be used to complete the Nature Project in some alternate form.

Notwithstanding the aforementioned obligations by the Project Developer and the Client’s right to terminate the NBS Contract in accordance with section 5.8, in case of a Force Majeur Event any liability of the Project Developer for a breach of its obligations is excluded to the extent permitted by law.

5.11.Use of name and logo

The parties to the NBS Contract may use each other`s name and logo on their websites and media channels and refer to the other party as its partner until such use is explicitly revoked by the other party. A party`s name and logo shall only be used in the context of Nature Projects.

6. Payment Processing

Funds pledged by Clients are collected by payment processors. Carbexx is not collecting any funds and not acting on behalf of the Client or the Project Developer with respect to collecting funds. Each payment processor is its own independent company, and Carbexx is not responsible for their actions. Our current payment processor is Stripe. You can find Stripe’s General Terms here: Stripe Services Agreement — Deutschland

Upon registering on the Carbexx Platform and transferring or receiving funds via Stripe you also accept Stripe’s terms of service as amended from time to time.

Upon accepting the Developers‘ Offer and the conclusion of the NBS Contract, you as a Client are obliged to provide your payment information. However, you are only charged and your payment will only be collected if the Project Developer reaches its Minimum Funding Target and the Condition Precedent for the conclusion of the NBS Contract is met.

You must ensure the availability of sufficient funds. Any costs that are due to the non-payment or reversal of a payment shall be covered by the Client unless the non-payment or reversal is caused by Carbexx or its payment provider. Carbexx is not responsible for the timely and full collection of funds and in case of a late or insufficient payment of pledged funds, the Project Developer may only revert to the Client as the contractual partner and not to Carbexx.

Carbexx’ payment processors may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full amount of the funding pledge, at any time between the date you make a pledge and the collection of funds.

7. Additional Obligations of Project Developers vis-à-vis Carbexx

If you are a Project Developer:

Upon publishing a Nature Project on the Carbexx Platform you confirm that you have access to the Maximum Project Area (as defined under section 4) and are legally and factually eligible to implement Nature Projects on the entire Project Area.

Carbexx is entitled to on-site visits of the Nature Project. Visits shall be coordinated and notified in advance with Project Developers with at least two (2) weeks’ notice prior to the designated date for the site visit. Carbexx bears its own expenses for such visits.

You must describe any and all fees and charges associated with your Listing in the Listing and may not collect any additional fees or charges outside the Carbexx Platform.

You are responsible for understanding and complying with any laws, rules, regulations and contracts with third parties that apply to your Listing or Restoration Services. You are responsible for handling and using personal data of Clients and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.

You undertake to comply with international standards regarding the protection of human rights or the ban of forced or child labour, applicable minimum wage obligations as well as with any other reasonable and customary compliance standard as communicated by Carbexx from time to time.

You undertake to refrain from inducing or influencing, either directly or indirectly, any Client currently engaged with Carbexx, having been engaged with Carbexx in the past or being about to be engaged with Carbexx to end or alter its relation with Carbexx without Carbexx’ prior written consent. The Project Developer undertakes to refrain from providing its services directly to Clients of Carbexx or to a company in which a client of Carbexx or such client’s affiliates have a direct or indirect interest without Carbexx’ prior written consent.

If you offer Restoration Services as part of a team, business group or other organization, you are responsible and liable as a Project Developer under these Terms for the acts and omissions of each entity and individual who participates with you in providing Restoration Services for each of your Listings and you are required to inform personnel engaged by you of the content of these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions.

Independence of Project Developers: Your relationship with Carbexx is that of an independent individual or entity and not an employee, agent, joint venturer or partner of Carbexx. Carbexx does not direct or control your Restoration Services and you understand that you have complete discretion whether and when to provide Restoration Services and at what price to offer them.

8. Our Fees

Creating an account on the Carbexx Platform is free. If you create a Nature Project that reaches its Minimum Funding Target, Carbexx is entitled to a 25 % (of the Total Funding) service fee („Carbexx Service Fee“) which is charged to the Project Developer and deducted from the Project Developer payout. The service fee is not refundable.

Our payment processor collects a standard processing fee from each collected pledge according to its applicable terms of service.

You are responsible for paying any additional fees and all local, state, federal or other taxes and assessments associated with your use of the Carbexx Platform. In particular, Project Developers are solely responsible for collecting and/or remitting any applicable taxes for amounts received in connection with their fundraising campaigns and projects.

9. Content

9.1.

Parts of the Carbexx Platform enable you to provide feedback, text, photos, audio, video, information and other content (“Content”). By providing Content, in whatever form and through whatever means, you grant Carbexx a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license, for the term of the protection of the rights so licensed, to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Content to provide and/or promote the Carbexx Platform, in any media or platform, known or unknown to date and in particular on Internet and social networks. If Content includes personal information, such Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Where Carbexx pays for the creation of Content or facilitates its creation, Carbexx may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Carbexx the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party and you indemnify and hold harmless Carbexx of any claims made by third-parties vis-à-vis Carbexx based on a violation or infringement of your Content of any third-party-rights. Content must comply with our policies, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent and illegal content. You agree that Carbexx may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Carbexx does not guarantee the accuracy or quality of translations and users are responsible for confirming the accuracy of such translations.

9.2.

You acknowledge that Carbexx has no general obligation to monitor Content provided by and stored on behalf of users, or to actively seek facts or circumstances indicating illegal activity or the incompatibility of Content with the rights of third parties or these Terms. However, Carbexx reserves the right to carry out voluntary own-initiative investigations to detect, identify, and remove or disable access to illegal or incompatible Content, and to take any necessary measures in accordance with these Terms.

9.3.

You agree to cooperate with and assist Carbexx in good faith, and to provide Carbexx with such information and take such actions as may be reasonably requested by Carbexx with respect to any investigation undertaken by Carbexx regarding Content on the Carbexx Platform or the use or abuse of the Carbexx Platform.

9.4.

As part of its own initiative investigations and the review of Content Notifications, Carbexx uses various processes and tools to identify, review, and moderate Content. This may include human review, automated review, or a combination of both. If automated means have been used to review Content, and Carbexx has subsequently taken action with respect to that Content, Carbexx will notify the user who posted the Content of the use of automated means to the extent that legitimate interests of Carbexx and its users do not preclude such notice.

9.5.

Content made available by Carbexx through the Carbexx Platform may be protected by copyright, trademark, and/or other applicable laws. You acknowledge that all intellectual property rights for that Content are the exclusive property of Carbexx and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Carbexx Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms.

10. Carbexx Platform Rules

You must follow these rules and must not help or induce others to break or circumvent these rules.

Act with integrity and treat others with respect

Do not lie, misrepresent something or someone, or pretend to be someone else.
Be polite and respectful when you communicate or interact with others.
Do not attempt to evade enforcement of these Terms, such as by creating duplicate accounts or Listings.
Do not discriminate against or harass others.

Do not scrape, hack, reverse engineer, compromise or impair the Carbexx Platform

Do not use bots, crawlers, scrapers or other automated means to access or collect data or other content from or otherwise interact with the Carbexx Platform.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Carbexx Platform or Content.
Do not decipher, decompile, disassemble or reverse engineer any of the software or hardware used to provide the Carbexx Platform.
Do not take any action that could damage or adversely affect the performance or proper functioning of the Carbexx Platform.

Only use the Carbexx Platform as authorized by these Terms or another agreement with us

You may only use another user’s personal information as necessary to facilitate a transaction using the Carbexx Platform as authorized by these Terms.
Do not use the Carbexx Platform, our messaging tools, or user’s personal information to send commercial messages without their express consent.
You may use Content made available through the Carbexx Platform solely as necessary to enable your use of the Carbexx Platform as a Client or Project Developer.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
Do not request, make or accept a funding or any payment outside of the Carbexx Platform to avoid paying fees, taxes or for any other reason.
Do not engage in any practices that are intended to manipulate our search algorithm.
Do not use, copy, display, mirror or frame the Carbexx Platform, any Content, any Carbexx branding, or any page layout or design without our consent.

Honor your legal obligations

Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
Read and follow our Terms.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo or other source identifier that is confusingly similar to any Carbexx trademarks, logos or branding.

11. Taxes

You are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit or include in your Listing any applicable VAT or other indirect taxes, income or other taxes ("Taxes"). To the extent required by law, Carbexx and/or its payment processors are allowed (i) to withhold or deduct and remit such Taxes to the relevant tax authority and (ii) to collect or demand additional information to comply with applicable tax regulation.

12. Reviews

User will have an opportunity to review each other. Your review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates these terms or applicable law. Reviews are not verified by Carbexx for accuracy and may be incorrect or misleading.

13. Termination, Suspension and other Measures

13.1. Term

The agreement between you and Carbexx reflected by these Terms remains in effect until either you or we terminate the agreement in accordance with these Terms.

13.2. Termination

You may terminate this agreement at any time by sending us an email or by deleting your account. Carbexx may terminate this agreement for any reason by providing you 30 days’ notice via email or using any other contact information you have provided for your account. Carbexx may also terminate this agreement immediately and without prior notice and stop providing access to the Carbexx Platform if (i) you materially breach these Terms, (ii) you violate applicable laws, or (iii) such action is necessary to protect the personal safety or property of Carbexx, its users, or third parties (for example in the case of fraudulent behaviour of a user), or (iv) your account has been inactive for more than two years.

13.3. User Violations

If (i) you breach these Terms, (ii) you violate applicable laws, regulations or third party rights, (iii) you provide Content that is illegal or incompatible with these Terms, (iv) you have repeatedly received poor reviews or Carbexx otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed fundings or failed to respond to funding requests without a valid reason, or (vii) such action is necessary to protect the personal safety or property of Carbexx, its users, or third parties, Carbexx may:

suspend or limit your access to or use of the Carbexx Platform and/or your account;
suspend,remove, disable access to, or restrict the visibility of Listings, reviews or other Content;
cancel pending or confirmed fundings; or
suspend or revoke any special status associated with your account.

In case of non-material violations or where otherwise appropriate, you will be given notice of any intended measure by Carbexx and an opportunity to resolve the issue, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other users or third parties, or (iii) contravene applicable laws.

If we take any of these measures, Carbexx will, where required, inform you about the measure with a statement of reasons in accordance with its legal obligations.

13.4. Legal Mandates

Carbexx may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, including the measures described above in Section 13.3.

13.5. Effect of Termination

If you are a Project Developer and terminate your Carbexx account, any confirmed fundings and the relevant NBS Contract with respect to a Nature Project for which the Minimum Funding Targets has not yet been reached and the Condition Precedent has not yet been met will be automatically cancelled and your Clients will no longer be obliged to provide the funding. Any obligations under a NBS Contract with respect to Nature Projects for which the Minimum Funding Targets have been reached and the Condition Precedent has been met remain unaffected by the termination. If you terminate your account as a Client, any confirmed fundings and the relevant NBS Contract with respect to a Nature Project for which the Minimum Funding Targets has not yet been reached and the Condition Precedent has not yet been met will be automatically cancelled and you will no longer be obliged to provide the funding. Your obligations under a NBS Contract with respect to Nature Projects for which the Minimum Funding Targets have been met and the Condition Precedent has been met remain unaffected by the termination and you have no claim for a refund of any funds already collected. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Carbexx Platform has been limited, or your Carbexx account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Carbexx Platform through an account of another user.

14. Modification of these terms

Carbexx reserves the right to modify these Terms at any time. When we propose changes to these Terms, we will post the revised Terms on the Carbexx Platform and update the “Last Updated” date at the top of these Terms. We will provide you with notice of the proposed changes by email notifications, through the Carbexx Platform, messaging service, or any other contact method made available by us and selected by you at least thirty (30) days before the date they become effective. If the proposed changes to these Terms are material, you will be asked to explicitly accept the revised Terms. Such notice will also inform you about your right to reject the proposed changes, the timeframe to do so, and your right to terminate the agreement with us at any time before the effective date of the proposed changes as provided in these Terms. In case of (i) non-material changes to these Terms which do not affect its essential provisions, in particular, provisions defining the nature and scope of the services provided by Carbexx, or (ii) changes that are required by law, a legally binding court decision, or binding order of a competent authority, your continued use of the Carbexx Platform after the effective date of the proposed changes will constitute acceptance of the revised Terms.

15. Disclaimer

We do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Client, Project Developer, Listing or third party and we do not warrant that verification, identity or background checks conducted on users (if any) will identify past misconduct or prevent future misconduct. Any references to a user being "verified" (or similar language) indicate only that the user or Carbexx has completed a relevant verification or identification process and nothing else. We are not responsible for outages or disruptions of the Internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of the Carbexx Platform. Carbexx may, temporarily and under consideration of the users’ legitimate interests (e.g. by providing prior notice), restrict the availability of the Carbexx Platform or certain features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Carbexx Platform.

16. Liability

16.1.

Carbexx is liable without limitation (i) in the event of intent or gross negligence, (ii) for personal injury, (iii) in accordance with mandatory statutory provisions or (iv) insofar as Carbexx has expressly assumed a warranty in these terms.

16.2.
In the event of slight negligence, Carbexx is only liable for breach of cardinal obligations. Cardinal obligations are those obligations which must be granted to you in accordance with the meaning and purpose of the agreement or the fulfilment of which makes the proper performance of the agreement possible in the first place and on the observance of which you may rely. In such cases, however, Carbexx is not liable for unforeseeable damage, damage to reputation, consequential damage, loss of profit or loss of savings. In all other respects Carbexx’ liability for slight negligence is explicitly excluded.

16.3.
If Carbexx is liable for ordinary negligence according to point 16.2 above, the liability of Carbexx is limited to the damage that Carbexx typically had to expect based on the conditions known at the conclusion of the agreement. If the NBS Contract or a contract related to a Nature Project is null and void, potential claims of a Client against Carbexx resulting from this fact are in any case limited to the refund of the amount paid as funding.

17. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Carbexx’s option), indemnify, and hold Carbexx (including other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature),(ii) your improper use of the Carbexx Platform, (iii) your interaction with any Member, Funding of a Restoration Service, or other Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights. The indemnification obligation only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.

18. Applicable law and Jurisdiction

This Contract is governed by and to be construed in accordance with German law under exclusion of its rules of conflict of laws and of the provisions on the Uniform Law on the International Sale of Goods (CISG). Your General Terms and Conditions are not applicable to this agreement.

To the extent you are a merchant, legal entity or special fund under public law, the competent courts of Osnabrück, Germany, have exclusive jurisdiction with respect to any disputes in connection with this Contract or its execution that cannot be amicably resolved by the Parties.

19. Miscellaneous

19.1. Other Terms Incorporated by Reference

Our Privacy Policy and other supplemental policies and terms linked to in these Terms apply to your use of the Carbexx Platform, are incorporated by reference, and form part of your agreement with Carbexx.

19.2. Interpreting these Terms

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms constitute the entire agreement between Carbexx and you pertaining to your access to or use of the Carbexx Platform and supersede any and all prior oral or written understandings or agreements between Carbexx and you.

19.3. No Waiver

Carbexx’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

19.4. Assigment

You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Carbexx's prior written consent. Carbexx may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice. Your right to terminate this agreement at any time pursuant to Section 13.2 remains unaffected.

19.5. Notice

Unless specified otherwise, any notices or other communications to users permitted or required under this agreement, will be provided electronically and given by Carbexx via email, Carbexx Platform notification, or any other contact method we enable you to provide.

19.6. Third-Party Services

The Carbexx Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Carbexx is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

19.7. Google Terms

Some translations on the Carbexx Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the Carbexx Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

19.8. Force Majeure

Carbexx shall not be liable for any delay or failure to perform resulting from abnormal and unforeseeable circumstances outside its reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labour or materials.

19.9. Severability

Should any individual provision of these terms be or become entirely or partly void or illegal, the validity of the remaining provisions shall in no way be affected. In such case, the void or illegal provision or provisions shall be replaced by statutory law (§ 306 Abs.2 BGB). In all other cases, the contracting parties shall make a valid provision as similar as possible to the original provision in an economic sense unless any additional interpretation of the contract has a higher priority or is possible.

19.10. Contact us

If you have any questions about these Terms please e-mail us under support ‘’at’’ carbexx.com.