CARBON CREDIT TERMS & CONDITIONS
By purchasing Carbon Credits from S10X Carbon Fund, LLC (the "Carbon Fund", "we", "us", or "our"), you (the "Buyer" or "Nominee") acknowledge that you have read, understood, and agree to these Terms & Conditions ("Terms"). These Terms apply to all purchases of Carbon Credits and issuance of Offset Certificates.
1. Definitions
| Term | Definition |
|---|---|
| Advance | The amount paid by the Nominee to acquire the Carbon Credit units as specified in the purchase agreement or invoice. |
| Carbon Credit | A verified unit representing one metric tonne of CO₂ equivalent emission reduction or removal, issued ex-post under approved methodologies (e.g., CDM-aligned) and verified per standards acceptable under applicable regulations, including the South African Carbon Tax Act (Act No. 15 of 2019) where relevant. |
| Carbon Fund | S10X Carbon Fund, LLC, a Delaware limited liability company, is the issuer Carbon Credits and the administrator of Offset Certificates. |
| Nominee or Buyer | The individual or entity purchasing Carbon Credits and named on the Offset Certificate as the holder of associated rights. |
| Offset Certificate | The digital, cryptographically signed document issued by the Carbon Fund evidencing ownership of specific Carbon Credit units for a designated Tax Year or period. |
| Public Officer | For corporate Nominees, the appointed representative under South African tax law (Income Tax Act) authorized to handle tax matters, including receipt and exercise of Carbon Credit rights. |
| Tax Year | The applicable carbon tax reporting period (typically calendar year) for which the Offset Certificate is designated. |
2. Purchase and Issuance
2.1 The Carbon Fund is the sole issuer of these Carbon Credits. Purchase and issuance of an Offset Certificate constitute acceptance of these Terms.
2.2 Upon receipt of the Advance and verification, we will issue a digitally signed Offset Certificate via email to the Nominee (or Public Officer for corporates).
2.3 Carbon Credits are issued ex-post based on verified reductions. We retain records and may reissue copies upon written request.
2.4 Carbon Credits are not securities, financial instruments, derivatives, or investments. They represent verified emission reductions only.
3. Eligibility and Use for South African Carbon Tax
3.1 These Carbon Credits are developed and verified to align with requirements under the South African Carbon Tax Act (2019) and related regulations (e.g., CDM methodologies, ISO 14064 verification, South African-based activities where applicable).
3.2 Eligibility for offsetting South African carbon tax liability depends on registration, listing, voluntary cancellation, and retirement in the Department of Mineral Resources and Energy's Carbon Offset Administration System (COAS), issuance of a retirement certificate, and compliance with limits (currently up to 10% for combustion emissions and 5% for process/fugitive emissions, with proposed increases from 2026).
3.3 We make no warranty or guarantee that any Carbon Credit will be accepted by SARS or DMRE for tax offset purposes, as this depends on regulatory approval, project specifics, and changes in law. Buyers are responsible for confirming eligibility and handling retirement processes.
4. Transferability and Exercise
4.1 Carbon Credits and Offset Certificates are non-transferable without our prior written consent. Unauthorized transfers are void.
4.2 Rights are exercisable only by the Nominee (or authorized Public Officer) for the designated Tax Year. Exercise requires submission to relevant authorities (e.g., for tax offset).
5. Cash Warranty and Refunds
5.1 If, due to non-availability or regulatory rejection attributable to the Carbon Fund (and not Buyer actions/omissions), the Nominee cannot retire the Carbon Credits for the intended Tax Year, the Nominee is entitled to a full refund of the Advance (less any applicable fees/taxes).
5.2 All purchases are otherwise final and non-refundable. No refunds for regulatory changes, failure to meet tax authority requirements, or non-exercise within the Tax Year.
6. Disclaimers and Limitation of Liability
6.1 Carbon Credits are provided "as is." We disclaim all warranties, express or implied, including merchantability, fitness for purpose, or that credits will qualify for any tax offset, credit, or benefit.
6.2 To the maximum extent permitted by law, we are not liable for indirect, consequential, special, punitive, or incidental damages arising from purchase, holding, exercise, or non-eligibility of Carbon Credits.
6.3 Our total liability is limited to the Advance paid for the relevant Carbon Credits.
6.4 You indemnify and hold us harmless from claims arising from your breach of these Terms, misuse, or inaccurate representations in tax filings.
7. Governing Law and Dispute Resolution
7.1 These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.
7.2 Disputes shall first attempt resolution through good-faith negotiation. Unresolved disputes may proceed to binding arbitration in Delaware or, by mutual agreement, another forum/jurisdiction compliant with applicable law.
8. Miscellaneous
8.1 We may update these Terms; continued dealings constitute acceptance.
8.2 Force majeure events (e.g., regulatory changes, acts of God) excuse performance delays.
8.3 These Terms constitute the entire agreement and supersede prior understandings. Invalid provisions do not affect the remainder.
8.4 Provisions on liability, indemnity, and governing law survive termination or completion.
By purchasing Carbon Credits or accepting an offset certificate, you confirm agreement to these terms.
For questions, contact: legal@s10xcarbonfund.com