Adva Terms of Sale for Carbon Offset Certificates

1. Applicability

1.1    These terms and conditions of sale (Terms of Sale of Certificates)

1.1.1        set out the complete and exclusive terms and conditions upon which Olam International Limited or its group companies in connection with Adva (Olam), sells to you (User) certificates evidencing the offset of greenhouse gas emissions (Carbon Offset Certificates) through underlying certified carbon credits (Carbon Credits) that have been retired in Olam's name and that Olam subsequently allocates to the User (each such sale, a Transaction);

 1.1.2      apply where Transactions between Olam and the User are concluded via websites, mobile applications and any other digital portal operated and provided by Olam [including the website https://adva.io and the mobile application Adva app] (Site); and

 1.1.3      are effective in relation to a Transaction effected through the Site by virtue of the User electronically accepting that these Terms of Sale of Certificates shall apply to the relevant sale.

1.2    Olam reserves the right to amend these Terms of Sale of Certificates from time to time.

1.3    The terms and conditions governing a User's use of the Site (Terms of Service) are set out at https://adva.io/terms-of-use.html. In the event of conflict between the Terms of Sale of Certificates and the Terms of Service, these Terms of Sale of Certificates shall prevail.

2. Process

2.1    Through the Site, Olam provides the opportunity for businesses (and, at Olam's discretion, individuals) to enter into Transactions.

2.2    Each Carbon Offset Certificate evidences the compensation or offsetting of an amount of carbon dioxide equivalent in metric tonnes (tCO2e) via underlying certified Carbon Credits that have been retired in the name of Olam.

2.3    Olam may for purposes of selling Carbon Offset Certificates:

2.3.1      purchase Carbon Credits from and/or through various global markets and/or third parties before having them retired in Olam's  name;  and/or

2.3.2       issue and have certified its own Carbon Credits in light of its own business activities before having them retired in Olam's name.

2.4    Upon payment by the User, Olam will allocate retired Carbon Credits to the User and accordingly issue to the User a Carbon Offset Certificate that confirms:

2.4.1       that payment by the User was successful;

2.4.2       the amount in tCO2e that has been compensated or offset via the underlying Carbon Credits that have been retired in Olam's name  and allocated to the User;

2.4.3       where possible, the identification number of the retirement transaction in respect of the underlying Carbon Credits, the name of the underlying project, project sponsor and the certification scheme  utilised;  and

2.4.4       the date of issue of the Carbon Offset Certificate.

2.5    The Carbon Offset Certificate may take the form of an automatically generated webpage or email to the User setting out the details referred to at Clause 2.4 above, either of which shall constitute delivery of the Carbon Offset Certificate to the User.

2.6    Olam is not selling (and the User at no point owns) Carbon Credits (including verified emission reductions or VERs) or any other instrument which may have on-sale or investment value. Nor does Olam offer or provide the Buyer the ability to see its name in any VER or other registry account.

2.7    Olam is not carrying out brokering or advisory activities in respect of Carbon Credits.

2.8    Olam will not use for its account any retired Carbon Credits that have been allocated to a User.

2.9    Olam reserves the right to:

2.9.1       refuse an order for example if Olam is unable to obtain authorisation of payment, if there is an error in product or price information or if Olam suspects fraudulent activity; and

2.9.2       correct any errors, inaccuracies or omissions and to change or  update information at any time without prior notice.

3.    Carbon Credit Quality Criteria

3.1    Olam warrants to the User that:

3.1.1       the Carbon Credits retired on behalf of the User (as evidenced by  their purchase of Carbon Offset Certificates) are voluntary carbon offset scheme certificates certified by one of the following schemes:

                          (a)         Verra Verified Carbon Standard; or

                          (b)         Gold Standard; and

3.1.2      to the best of its knowledge, each Carbon Credit that is referenced in a Transaction hereunder:

     (a)         is either the property of, or has been retired in the name of, Olam; and

     (b)         has not been transferred to, retired in the name of, replicated  or double counted for the account of any other person in addition to Olam.

3.2    The User acknowledges and agrees that, with the exception of Clause3.1, Olam makes no representation or warranty as to efficacy, accuracy or validity of the Carbon Credits, the underlying projects generating such Carbon Credits, or the reduction of greenhouse gas emissions resulting from such projects and that Olam accepts no liability in respect of the same.

3.3    If after the date of a Transaction, some or all of the Carbon Credits (Original Credits) in respect of which a Carbon Offset Certificate (Original Certificate) is issued are deemed invalid, cancelled, revoked, rescinded, un-certified or un-retired (or similar) (Cancelled) pursuant to applicable law and/or the rules, registry or requirements under which the Original Credits were originally certified, then Olam shall use reasonable endeavours to deliver to the relevant User a replacement Carbon Offset Certificate (Replacement Certificate) provided that:

3.3.1       the Replacement Certificate shall be issued in respect of a number of Carbon Credits (Replacement Credits) equivalent to the number of Original Credits;

3.3.2       the Replacement Credits shall be Carbon Credits which Olam in its discretion considers to be materially similar to the Original Credits and  may include any Original Credits that were not Cancelled; and

3.3.3       if Olam is unable to deliver a Replacement Certificate to the relevant User within 60 days of the date on which the relevant Original Credits were Cancelled, then Olam shall refund to the User the amount that the User paid in respect of the Cancelled Original Credits, such amount to be a proportion of the total price that the User paid for the Original Certificate where appropriate.

4.    Payment

4.1    The User shall pay Olam, by one of the means of payment as Olam may make available to the User on the Site, in full without deduction, set-off, counterclaim or withholding the price specified on the Site for a Carbon Offset Certificate prior to any delivery of such Carbon Offset Certificate by Olam.

4.2    Olam may operate dynamic pricing, which means that prices may change while the User is browsing the Site.

4.3    Orders will not be processed until payment in full of the specified price by one of the means Olam may make available has been received in full.

4.4    Payment may be required to be made through a third party payment processor including but not limited to Stripe, Inc and its affiliates. Olam is not responsible for any holds on any User's account with any payment processor and Olam is not a party to any agreement between any User and any payment processor.

4.5    If the User provides any information to Olam in connection with any purchase, the User authorises Olam to store and use such information for purchases made through the Site.

4.6    All payments shall be made to Olam inclusive of any applicable tax.

5.    Returns and Double Counting

5.1    Returns: All Transactions effected through the Site are final. Olam will not accept any request to return Carbon Offset Certificates or "un-retire" Carbon Credits.

5.2    Double Counting: Olam shall endeavour to ensure (but does not make and expressly disclaims any express or implied guarantee, representation and/or warranty) that in respect of any individual underlying Carbon Credit only one Carbon Offset Certificate is issued to one User.

5.3    Central Registry: Olam may but shall not be obliged to maintain any central registry or database of Carbon Offset Certificates it has issued to its Users. Olam does not represent that its own internal recordkeeping for the purposes of generating Carbon Offset Certificates has undergone any independent audit or certification.

6.    Disclaimers and Exclusions

6.1    The User accepts that usage of the Site is at its own risk, specifically:

6.1.1       Advice: Olam is not providing advice regarding the value or advisability of purchasing Carbon Offset Certificates. Olam does not make and expressly disclaims any express or implied guarantee, representation and/or warranty regarding any suitability or fitness of the Carbon Offset Certificates for any use or purpose whatsoever. Olam does not guarantee that use of the Site or purchases of Carbon Offset Certificates will meet the necessary carbon accounting requirements of any User.

6.1.2       Non-reliance. Olam shall not be responsible for any reliance upon any information, opinions, or statements contained on the Site.

6.1.3       Security: while Olam has made all efforts to ensure the Site is secure, it takes no responsibility for the safety of the User's financial information, including credit or debit card information, that may be obtained from the Site by any third party and/or malicious entity.

6.2    Whilst reasonable effort will be made to ensure their accuracy, Olam disclaims all liability for the accuracy of any calculation (by Olam or any third party upon which Olam relies) of carbon dioxide emissions, offsets or compensation on the Site or any Carbon Offset Certificate.

6.3    All terms, conditions or warranties implied by law, the Sale of Goods Act and the United Nations Convention on Contracts for the International Sale of Goods are, to the extent permitted by law, excluded.

6.4    Olam will not be liable or responsible for any failure to perform, or delay in performance of, any of Olam's obligations that is caused by any act or event beyond Olam's reasonable control.

7. Liability and Indemnity

7.1    Limitation of Liability: The aggregate liability of Olam under on or in connection with each Transaction with the User is limited to the value of the payments made by the User under such Transaction, up to and including the date of claim.

7.2    Consequential Loss: Neither Olam (including its employees, legal representatives and agents) nor the User shall be liable for any consequential, indirect or special loss (which shall be deemed to include, but not be limited to, loss of money, goodwill, reputation, profits, sales, business, agreements or anticipated savings) arising out of any breach of these Terms of Sale of Certificates.

7.3    Indemnity: The User shall indemnify, defend and hold harmless Olam from and against all suits, proceedings, claims, demands, losses and liability brought against Olam by any third party based on, arising from, or relating to the User's breach of these Terms of Sale of Certificates, or the User's improper use of the Site, or the User's breach of any law or the rights of any third party.

8. General

8.1    The User grants Olam a non-exclusive, non-transferrable right to use the User's name and logo for publication purposes. Olam may name the User as a reference on its website or in other media unless the parties have agreed otherwise.

8.2    Any provision of these Terms of Sale of Certificates held to be illegal, invalid, void, voidable or unenforceable, in whole or in part, shall be deemed severable and all remaining provisions of these Terms of Sale of Certificates shall not be affected.

8.3    The benefit of the Terms of Sale of Certificates may not be assigned or transferred by the User. Olam may assign or subcontract or deal in any manner with all or any of its rights or obligations under these Terms of Sale of Certificates.

9. Applicable Law and Dispute Resolution

9.1    These Terms of Sale of Certificates shall be governed by Singapore law. The Singapore courts will have non-exclusive jurisdiction over any claim arising from, or related to, these Terms of Sale of Certificates although Olam retains the right to bring proceedings against the User for breach of these Terms of Sale of Certificates in the User's country of residence or any other relevant country.

9.2    A person who is not a party to a Transaction shall not have any rights to enforce any terms applicable to it (including any provision of these Terms of Sale of Certificates) whether under the Contracts (Rights of Third Parties) Act (Chapter 53B) or otherwise.