Intellectual Property

All content published and made available on our Site is the property of Origin Xero Enterprises and the Site’s creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.

Age Restrictions

The minimum age to use our Site is 16 years old. By using this Site, users agree that they are over 16 years old. We do not assume any legal responsibility for false statements about age.

Acceptable Use

As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to:

• Violate the intellectual property rights of the Site owners or any third party to the Site;

• Hack into the account of another user of the Site; or

• Act in any way that could be considered fraudulent.

If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.

Accounts

When you create an account on our Site, you agree to the following:

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1. You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to that account; and

1. All personal information you provide to us through your account is up to date, accurate, and truthful and that you will update your personal information if it changes.

We reserve the right to suspend or terminate your account if you are using our Site illegally or if you violate these Terms and Conditions.

Sale of Goods And Services

These Terms and Conditions govern the sale of goods and services available on our Site.

The following goods are available on our Site:

• Project MRV & Validation;
• Project Certification; and
• Carbon Credits packages and solutions.

We are under a legal duty to supply goods that match the description of the good(s) you order on our Site.

The following services are available on our Site:

• Nature based assets measurement & valuation.
• Subscription services for Carbon Credits packages

The services will be paid for in full when the services are ordered.

These Terms and Conditions apply to all the goods and services that are displayed on our Site at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods and services are as accurate as possible. However, we are not legally bound by such information, descriptions, or images as we cannot guarantee the accuracy of all goods and services we provide. You agree to purchase goods and services from our Site at your own risk.

We reserve the right to modify, reject or cancel your order whenever it becomes necessary. If we cancel your order and have already processed your payment, we

will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund.

Subscriptions

Your subscription automatically renews and you will be automatically billed until we receive notification that you want to cancel the subscription.

To cancel your subscription, please follow these steps: Unless otherwise agreed in writing, (a) all subscriptions automatically renew for additional periods equal to 12 months or the preceding Subscription Period, whichever is shorter; and (b) unless otherwise agreed in writing or notified to the Customer in accordance with these Terms of service, the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior Subscription Period. Either party can give the other notice of non-renewal at least 30 days before the end of a Subscription Period to stop the subscriptions from automatically renewing.

Payments

We accept the following payment methods on our Site:

• Credit Card;
• Direct Debit; and
• Invoice.

When you provide us with your payment information, you authorise our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorise us to charge the amount due to this payment instrument.

If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction.

Right to Cancel and Receive Reimbursement

If you are a customer living in the United Kingdom or the Eurpoean Union you have the right to cancel your contract to purchase goods and services from us within 14 days without giving notice. The cancellation period:

• Will end 14 days from the date of purchas when you purchased digital content that was not supplied on a tangible medium; or

• Will end 14 days from the date of purchase when you purchased a service.
  

To exercise your right to cancel you must inform us of your decision to cancel within the cancellation period. To cancel, contact us by email at sales@originxero.com.

You may use a copy of the Cancellation Form, found at the end of these Terms and Conditions, but you are not required to do so.

The right to cancel does not apply to:

• Goods or services, other than the supply of water, gas, electricity, or district heating, where the price depends upon fluctuations in the financial market that we cannot control and that may occur during the cancellation period;

• Custom or personalised goods;
• Goods that will deteriorate or expire rapidly;
• Goods that are, according to their nature, inseparably mixed with other items after delivery;
• Services that the customer has requested for the purpose of carrying out urgent repairs or maintenance;
• Newspapers, magazines, or periodicals, except for subscriptions to such publications;
• Passenger transport services; and
• Accommodation, transport of goods, vehicle rental services, catering, or services related to leisure activities, if the contract includes a specific date or period of performance.

Effects of Cancellation

If you requested the performance of services begin during the cancellation period, you are required to pay us an amount which is in proportion to what has been performed until you have communicated to us your decision to cancel this contract. We will reimburse to you any amount you have paid above this proportionate payment.

If you provide express consent to the supply of digital content during the cancellation period and acknowledge that your right to cancel the contract is lost by the supply of digital content during the cancellation period, you will no longer have a right to cancel the contract.

We will make the reimbursement using the same form of payment as you used for the initial purchase unless you have expressly agreed otherwise. You will not incur any fees because of the reimbursement.

This right to cancel and to reimbursement is not affected by any return or refund policy we may have.

Refunds

Refunds for Goods

Refund requests must be made within 14 days after receipt of your goods.

We accept refund requests for goods sold on our Site for any of the following reasons:

• Purchaser changed their mind.

Refunds do not apply to the following goods:

• on-boarding fees and initial deposits.

Refunds for Services

We provide refunds for services sold on our Site as follows:

• Deposits may be partially refunded if the services are cancelled in writing at least 3 days before the services were scheduled to be provided.

Consumer Protection Law

Where the Sale of Goods and Supply of Services Act 1980, or any other consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply.

Links to Other Websites

Our Site contains links to third party websites or services that we do not own or control. We are not responsible for the content, policies, or practices of any third party website or service linked to on our Site. It is your responsibility to read the terms and conditions and privacy policies of these third party websites before using these sites.

Limitation of Liability

Origin Xero Enterprises and our directors, officers, agents, employees, subsidiaries, and

affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site.

Indemnity

Except where prohibited by law, by using this Site you indemnify and hold harmless Origin Xero Enterprises and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.

Applicable Law

These Terms and Conditions are governed by the laws of Ireland.

Dispute Resolution

Subject to any exceptions specified in these Terms and Conditions, if you and Origin Xero Enterprises Limited are unable to resolve any dispute through informal discussion, then you and Origin Xero Enterprises agree to submit the issue before a mediator. The decision of the mediator will not be binding. Any mediator must be a neutral party acceptable to both you and Origin Xero Enterprises Ltd.

Notwithstanding any other provision in these Terms and Conditions, you and Origin Xero Enterprises Ltd agree that you both retain the right to bring an action in small claims court and to bring an action for injunctive relief or intellectual property infringement.

Additional Terms

• Representations, disclaimer of warranties

The Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with these Terms of Service.

Except as expressly provided for in these Terms of Services, the Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose and non- infringement. The customer acknowledges that we do not warrant the Services will be uninterrupted, timely, secure or error-free.;

• Limitation of liability

In no event shall Origin Xero, its subsidiaries, affiliates or any of their

respective employees, officers, directors, agents, partners or Third-Party Content Providers be liable for: (a) loss of contracts; (b) loss of reputation and/or goodwill; (c) loss of profit, loss of revenue, loss of anticipated savings and/or loss of business; or (d) indirect, consequential or special loss, damage or liability even if such loss or damage was reasonably foreseeable, arising out of or in connection with your use of the Site or Services or the performance of our obligations under these Terms of Service or the Contract. Our total liability under the Contract shall not exceed the total Fees paid the Customer during the 12 months immediately preceding the date on which the liability arises under the contract.

Nothing in these Terms of Service shall exclude or limit the parties’ liability for:

(a) death or personal injury caused by negligence; (b) for fraudulent misrepresentation; or (c) for any other matter which cannot be excluded by law.; and

• Indemnification

You agree to defend, indemnify and hold harmless Origin Xero, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including legal fees, arising out of or related to:

fraud you commit or your intentional misconduct or gross negligence in connection with the Services or the Site; or your violation of any applicable law or rights of a third-party.

Severability

If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.

Changes

These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site.

Contact Details

Please contact us if you have any questions or concerns. Our contact details are as follows:

The Managing Director

info@originxero.com

You can also contact us through the feedback form available on our Site.

Effective Date: 12th day of June, 2024