Terms of Service

In these Terms:

• “Carbon Credit” or “VCU” means a Verified Carbon Unit issued under Verra’s Verified Carbon Standard (VCS).
• “Client” means a commercial or industrial entity whose solar installation is registered with Captive Carbon for carbon credit origination under a written Client Agreement.
• “Client Agreement” means the contract entered into between Captive Carbon and a Client governing the registration, verification, and sale of carbon credits from the Client’s solar installation.
• “Partner” means a third party who refers prospective Clients to Captive Carbon under a written Partner Agreement.
• “Services” means the website, the client portal, the partner portal, and the carbon credit origination services described herein.
• “User” means any person accessing or using the Services.

The Services are intended for:

• South African commercial and industrial entities operating qualifying solar PV installations
• Registered businesses, EPC partners, and referral partners engaged with us under written agreements
• Prospective Clients exploring carbon credit origination

You must be at least 18 years of age and authorised to bind the entity you represent when using the Services on behalf of a business.

Captive Carbon provides the following Services:

Carbon credit origination.

Registration of qualifying solar installations under Verra’s VCS standard, using Verra’s approved methodology for grid-connected solar projects.

Validation and verification coordination.

Management of independent third-party audits required for credit issuance, including engagement of accredited Validation and Verification Bodies.

Credit issuance and sale.

Sale of issued VCUs into the voluntary carbon market on behalf of Clients.

Revenue distribution.

Payment of Clients’ contractual share of credit revenue per the terms of the relevant Client Agreement.

Information and educational services.

Provision of public information, calculators, and educational content on the website.

The scope of services for any specific Client is governed by the written Client Agreement signed between Captive Carbon and the Client. These Terms apply in addition to, and do not override, the Client Agreement.

Information presented on our website, including the revenue calculator, quote forms, projections, illustrations, and any educational content, is indicative only. It is provided for general information and to support initial conversations.

Indicative information is based on assumptions current at the time of publication, including:

• The South African grid emission factor published by the Department of Forestry, Fisheries and the Environment
• South African carbon tax rates as legislated, including escalation provisions
• Market pricing assumptions for VCUs, including a planning assumption of approximately 80% of the prevailing carbon tax rate
• Standard capacity factor assumptions for South African solar
• A standard module degradation assumption

Actual revenue depends on factors that cannot be guaranteed at the time of an indicative quote, including:

• Actual metered generation from your installation
• Final volumes of credits issued by Verra
• Market prices at the time of credit sale
• Successful completion of validation and verification audits
• Continued compliance with the relevant methodology and Verra’s rules
• Changes in South African or international regulation

No quote, projection, or illustration on this website constitutes a binding offer or guarantee of revenue. A binding commercial relationship is only formed upon execution of a written Client Agreement signed by both parties.

A registered Client agrees to:

• Provide accurate and complete information about the relevant solar installation
• Maintain the installation in working order for the duration of the Client Agreement
• Provide and maintain access to metered generation data as required for Verra submissions
• Notify Captive Carbon promptly of any material change to the installation, including sale, decommissioning, or capacity changes
• Refrain from registering the same installation, or any portion of its generation, with any other voluntary carbon credit programme during the term of the Client Agreement

Failure to meet these obligations may affect the Client’s eligibility to receive credit revenue and may constitute grounds for action under the Client Agreement.

Zero upfront cost to the Client.

Captive Carbon funds all upfront costs associated with Verra registration, validation, and verification.

Revenue share.

Clients receive a contractual share of carbon credit revenue, as specified in their individual Client Agreement.

Costs retained by Captive Carbon.

Our share covers operating costs, registration fees, audit fees, methodology development, compliance, and risk capital.

Payment timing.

Client payouts are made within approximately two (2) weeks of Captive Carbon receiving payment for sold credits, in South African Rand (ZAR) by electronic funds transfer (EFT).

Currency.

All payments to Clients are made in South African Rand (ZAR) unless otherwise specified in the Client Agreement.

VAT.

Captive Carbon is not currently registered for VAT. If we register for VAT in future, prices and payments will be amended in line with applicable legislation, with prior notice to Clients.

Captive Carbon also accepts enquiries from corporate carbon credit buyers and intermediaries via the website. Buyer enquiries are lead-capture only, no purchase, transaction, or contractual obligation is created by submitting a buyer enquiry.

Pricing, availability, and terms for credit purchases will be discussed directly between Captive Carbon and the prospective buyer following an enquiry.

All content on our website, including text, graphics, logos, design elements, methodologies (other than third-party methodologies referenced under licence), revenue calculator outputs, branded materials, and the source code of our applications, is the property of Captive Carbon Proprietary Limited or its licensors and is protected by South African and international intellectual property law.

You may not copy, reproduce, modify, distribute, transmit, display, perform, or commercially exploit any of our content without our prior written permission, except as expressly permitted under South African fair-dealing provisions or as otherwise required by law.

The Verra VCS standard, Verra’s approved methodology for grid-connected solar projects, and related standards are the property of Verra or their respective owners and are used by Captive Carbon under the standard terms of those owners.

You retain any intellectual property you submit to us, but by submitting information through the website (for example, in a quote enquiry), you grant Captive Carbon a non-exclusive licence to use that information for the purpose of responding to your enquiry and providing the Services.

You agree not to:

• Use the Services in any way that violates South African or any applicable law
• Use the Services to send unsolicited communications, spam, or malicious content
• Attempt to gain unauthorised access to our systems, accounts, or data
• Interfere with, disrupt, or attempt to reverse-engineer the Services
• Submit false, misleading, or fraudulent information through the Services
• Use the Services to compete with us by misappropriating our information, content, or methodology

Captive Carbon reserves the right to suspend or terminate access for users who breach these acceptable use provisions.

To the maximum extent permitted by South African law:

• The Services are provided on an “as is” and “as available” basis. Captive Carbon makes no warranties, express or implied, regarding the Services, including warranties of merchantability or fitness for a particular purpose.
• Captive Carbon does not warrant that revenue projections shown on the website will be achieved, that Verra will issue credits in any specific timeframe or volume, that market prices for credits will reach any specific level, or that the website will be uninterrupted or error-free.
• Captive Carbon is not liable for any indirect, consequential, special, incidental, or punitive damages arising from your use of, or inability to use, the Services or any reliance on indicative information published on the website.
• For any Client, Captive Carbon’s total aggregate liability arising under or in connection with the Client Agreement is governed by the limitation-of-liability provisions of that specific agreement.
• For all other users, Captive Carbon’s total aggregate liability arising under or in connection with these Terms or your use of the Services is limited to the value of any payments made to Captive Carbon by you in the twelve (12) months preceding the event giving rise to the liability, or one thousand South African Rand (R 1,000), whichever is greater.

Nothing in these Terms excludes liability for fraud, gross negligence, wilful misconduct, or any other liability that cannot be excluded or limited under South African law.

You agree to indemnify and hold Captive Carbon, its directors, officers, employees, and agents harmless from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your misuse of the Services
• Any violation by you of applicable laws or third-party rights
• Any inaccurate, false, or misleading information you submit through the Services

Termination by you.

You may stop using the website Services at any time. Termination of any Client Agreement is governed by the terms of that specific agreement.

Termination by us.

We may suspend or terminate your access to the Services if we reasonably believe that you have breached these Terms, that the Services are being used fraudulently or unlawfully, or that continued access poses a risk to Captive Carbon, our other users, or third parties.

Effect of termination.

Termination of access to the Services does not affect any rights or obligations that have accrued prior to termination, including any liability for breach of these Terms.

Your use of the Services is also governed by our Privacy Policy, which forms part of these Terms by reference.

These Terms are governed by the laws of the Republic of South Africa.

Any dispute arising from or in connection with these Terms or the Services shall be referred first to good-faith negotiation between the parties. If the dispute is not resolved by negotiation within thirty (30) days of being raised in writing, the dispute shall be referred to the High Court of South Africa, Gauteng Division, Johannesburg, which the parties agree shall have exclusive jurisdiction.

This clause does not limit Captive Carbon’s right to apply for urgent interdictory or injunctive relief in any court of competent jurisdiction.

We may update these Terms from time to time. Material changes will be communicated by email to registered Clients and Partners and by notice on the website. The “Last updated” date at the top of these Terms reflects the most recent revision. Your continued use of the Services after changes are published constitutes your acceptance of the updated Terms.

Entire agreement.

These Terms, together with any Client Agreement, Partner Agreement, and our Privacy Policy, constitute the entire agreement between you and Captive Carbon regarding your use of the Services.

Severability.

If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect.

No waiver.

Failure by Captive Carbon to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment.

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any successor entity, including in connection with a merger, acquisition, or sale of business.

Notices.

Notices to Captive Carbon must be sent to info@captivecarbon.co.za and to our registered address. Notices to you will be sent to the email address you have provided to us.

For questions about these Terms, please contact:

• Email: info@captivecarbon.co.za
• Postal address: Captive Carbon Proprietary Limited, Suite 802, Illovo Central, 70 Melville Road, Sandhurst, Gauteng, 2196, South Africa