Terms and Conditions
Effective Date: 05/06/2025
1. PREAMBLE
1.1 At C-NERY, we are driven by a commitment to transparency, trust, and climate integrity. As a pioneering provider of independent, data-driven reports on carbon projects, our mission is to empower market actors with the clarity they need to navigate the complex and evolving landscape of carbon credits.
1.2 We believe that better decisions start with better information. That’s why our services are built on rigorous analysis, deep sector expertise, and a focus on the highest standards of quality and objectivity. Our Reports aim to bring confidence to those investing in climate action—whether they are buyers, developers, or financial institutions—by highlighting risks, opportunities, and key project characteristics.
1.3. These Terms and Conditions set out the principles that guide our relationship with you as a client or user of our reports and services. They are designed to ensure fairness, mutual understanding, and alignment with our values of transparency and integrity.
1.4. By engaging with our services, you are joining us in a shared pursuit of credible climate solutions and responsible participation in the voluntary carbon market.
2. DEFINITIONS
The following definitions (and additional definitions provided below)will apply to these terms and conditions of C-NERY BV (the “Terms and Conditions”):
“C-NERY” is a limited liability company established, organized and existing under Belgium, with registered office at Kruisstraat 71, 3078 Kortenberg, Belgium, and registered with theCrossroads Bank for Enterprises under the company number 1011.592.313;
“Agreement” means these Terms and Conditions together with any Quotations between C-NERY and the Customer;
“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with this Agreement. Confidential Information of C-NERY will be deemed to include the Software Service. Confidential Information of theCustomer will be deemed to include the Customer Data;
“Customer” means every legal entity that concludes an agreement with C-NERY with regard to the Software Service;
“Customer Data” means data, information or material provided or submitted by Customer to C-NERY whether through the Software Service or otherwise;
“Disclosing Party” means the Party that discloses Confidential Information under this Agreement;
“Effective Date” means the data on which the Software Service is ordered by the Customer and accepted by C-NERY;
“Fee(s)” means the fee(s) paid by the Customer as a consideration for theSoftware Service as set forth in the relevant Quotation;
“Feedback” has the meaning set forth in article 7.5 of these Terms and Conditions;
“Internal Business Purposes” means Customer's use of the Software Service and/or Report for Customer's own business operations, excluding any use that directly or indirectly benefits competitors of C-NERY;
“Intellectual Property Rights” means any and all now known or hereafter existing(a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;
“Quotation” means a form of quotation submitted by C-NERY to the Customer in which the terms and conditions of this Agreement are or are deemed to be incorporated;
“Party” or “Parties” means the Supplier and/or the Customer;
“Receiving Party” means the Party that receives Confidential Information under thisAgreement;
“Report” means a report generated by the Software Service setting out the applicable methodologies for a carbon project based on Customer Data;
“Software Service” means C-NERY’s digital service for carbon projects as further described in the Quotation and applicable documentation;
“Term” means the term of the Agreement;
“Third Party” means any legal or natural person that is not a Party to this Agreement; and
“Trainings” has the meaning set forth in article 6.
3. SCOPE
These Terms and Conditions apply to all contracts and Quotations relating to the provision of the SoftwareService and/or Trainings between C-NERY and the Customer, except when special written agreements between C-NERY and the Customer stipulate otherwise. These Terms and Conditions of C-NERY are deemed to be read, understood and accepted by the Customer accepting the Quotation and/or ordering the Software Service or Trainings. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that C-NERY did not explicitly reject the terms and conditions of the Customer referred to in any contract or Quotation cannot be interpreted by the Customer as an acceptance by C-NERY of such terms and conditions. C-NERY reserves the right to make, in its sole discretion, any material or non-material changes to these Terms and Conditions from time to time.
4. SOFTWARE SERVICE AND REPORTS
4.1 Reports
4.1.1. C-NERY will provide reasonable efforts to deliver the Software Service and Report in accordance with any delivery dates agreed upon by the Parties. However, any timeframe for performance will be indicative target dates only, unless expressly stipulated to be binding milestones.
4.1.2. The Customer will co-operate with C-NERY and provide such assistance and information as reasonably requested by C-NERY to be able to adequately deliver the Report.Where delivery of the Report is delayed by the Customer (or a third party acting under the Customer’s control or on the Customer’s behalf), including asa result of Customer dependencies not being met, any costs incurred by C-NERY as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement, the timeline and fees may be adversely impacted. C-NERY may rely on the Customer Data made available to it and has no responsibility to review or verify it.
4.1.3. The Customer will indemnify C-NERY, to the fullest extent permitted by applicable law, for false information, as well as all third party claims and resulting liabilities, damages, punitive damages, costs and expenses (including reasonable outside and in-house legal fees) arising out of a Third Party's use of, or reliance by a ThirdParty on, a Report disclosed to such Third Party by the Customer, on its behalf or at its request. This indemnification obligation does not apply if C-NERY has expressly authorized that Third Party in writing to rely on the Report.
5. CUSTOMER DATA LICENSE
5.1. The Customer grants C-NERY, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit and display the Customer Data to the extent necessary to perform its obligations under this Agreement, in particular to provide the SoftwareService, and for no other purposes. C-NERY may copy, execute and backup suchCustomer Data, as necessary, to perform its duties under this Agreement. TheCustomer also grants C-NERY, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to compile and use Customer Data, strictly in order to research, develop, improve or support the Software Service provided by C-NERY, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, or other data subjects contained therein. In no event will C-NERY sell or transfer Customer Data to Third Parties for marketing or advertising purposes.
5.2. Unless expressly agreed otherwise in writing by theCustomer, C-NERY will not have any right, title or interest in relation to suchCustomer Data other than as set forth in these Terms and Conditions.
6. TRAININGS
6.1. This section applies to all training-related services provided by C-NERY, including but not limited to learning sessions, workshops, in-house trainings, and open training programs (collectively “Trainings”).
6.2. Language and Materials. Trainings are conducted in Dutch or English, depending on location and participant composition. Unless explicitly stated otherwise, all Training materials are provided in English.
6.3. Registration and Confirmation. Participation in any Training must be registered via the official C-NERY channels. Submission of the registration form constitutes a binding commitment.
6.4. Fees. Training fees are those published on the C-NERY website or otherwise communicated at the time of registration. All prices are quoted per participant, exclusive of VAT (21%) unless otherwise stated. Fees may be updated quarterly. Unless stated otherwise,Trainings include light refreshments (e.g., coffee, water) and lunch.
6.5. Payment Terms. Invoices must be paid in full no later than 14 calendar days prior to the scheduledTraining. In the absence of timely payment, the registration is considered void, and the participant may lose their spot.
6.6. Cancellation and Substitution
6.6.1. By Participant: Cancellations made more than 15 calendar days before the Training will receive a full refund.Cancellations within 15 calendar days are entitled to a refund of 10% of the fee paid. No-shows or cancellations on the day of the event are non-refundable.
6.6.2. By C-NERY: C-NERY reserves the right to cancel or reschedule a Training. In such cases, registered participants will be entitled to a full refund or may opt to reschedule.
6.6.3. Substitutions: Participants may be substituted by another individual from the same organization at no additional cost, provided C-NERY is informed at least 24 hours in advance.
6.7. Complaints. Any complaints regarding Trainings must be submitted via email to hello@c-nery.com. C-NERY will make reasonable efforts to respond within ten (10) business days.
7. INTELLECTUAL PROPERTY
7.1. Reports. In the course of performing the Software Service, we may use data, software, drawings, (utility) models, tools, systems, other methodologies and know-how (the "Material") that are C-NERY’s property in connection with the Software Service. Notwithstanding the delivery of Reports, C-NERY retains all Intellectual Property Rights in the Material(including any improvements or know-how developed during the performance of theSoftware Service). Upon payment of the applicable Fee(s), Customer may use theReport solely for its Internal Business Purposes.
7.2. Software Service. Customer acknowledges and agrees that these Terms and Conditions are not a sale of the SoftwareService or any rights therein, and that C-NERY and its suppliers will at all times retain all Intellectual Property Rights in and to the Software Service and any related C-NERY Material. All rights in and to the Software Service and C-NERYMaterial not expressly granted to the Customer in these Terms and Conditions are reserved by C-NERY. No license is granted to the Customer except as to use of the Software Service as expressly stated herein. C-NERY’s name, C-NERY’s logo, and the product names associated with the Services are trademarks of C-NERY or Third Parties, and they may not be used without C-NERY’s prior written consent.
7.3. Customer acknowledges and agrees in particular that the source code of the Software Service is and remains Confidential Information and proprietary trade secret of C-NERY.
7.4. Training materials. AllIntellectual Property Rights, in and to the training content, materials, slides, handouts, exercises, recordings, and any other related documents or tools provided before, during, or after the Trainings are and will remain the sole property of C-NERY. Participants are granted a non-exclusive, non-transferable, revocable license to use such materials for personal learning purposes only. Any reproduction, distribution, public display, or use for commercial purposes is strictly prohibited without prior written consent from C-NERY.
7.5. Customer Data. Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data, except, for the avoidance of doubt, any C-NERY Material, generalized tools, programs, algorithms and benchmarks built or developed by C-NERY based on data collected from the Customer (whether or not such data is Confidential Information of the Customer), which will be the sole and exclusive property of C-NERY.
7.6. Feedback. C-NERY is free (but in noway obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its Authorized Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting C-NERY any right or license to the Customer’s patents, copyrights or trademark rights or other Intellectual Property Right in the Feedback.
8. WARRANTIES
8.1. The Customer and C-NERY represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions personally. The Customer and C-NERY will perform their obligations under these Terms and Conditions in a good and workmanlike manner.
8.2. Customer warrants that the Customer Data provided will be accurate and truthful and will not (i) infringe any Intellectual PropertyRights of Third Parties; (ii) misappropriate any trade secret; (iii) be misleading or unlawful; or (iv) otherwise infringe the rights of any ThirdParty.
9. DISCLAIMER
9.1. Except as expressly provided in these Terms and Conditions and to the extent permitted under applicable law, C-NERY expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Software Service and/or Trainings. The SoftwareService and Trainings will be provided by C-NERY under these Terms andConditions on an “as-is” basis.
9.2. The results generated by the Software Service are for informational purposes only and C-NERY is not responsible for the use or implementation of the outcomes of the Report. While C-NERY strives to ensure the accuracy and reliability of the results, C-NERY does not guarantee the correctness, completeness, or accuracy thereof. Customers are therefore advised to verify all results generated by the Software Service.
9.3. To the extent permitted under applicable law, C-NERY will not be held liable for any damages or additional costs resulting from reliance upon results generated by the Software Service or any decisions made or actions taken based on the content of a Training, except where such damages are due to C-NERY’s gross negligence or willful misconduct. The Customer acknowledges its responsibility for verifying the results and understands that C-NERY does not provide any warranties regarding the results.
10. LIABILITY
10.1. To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will in an aggregate amount be limited to no more than the Fee billed to you for the particular Software Service that directly caused the damages. The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.
10.2. For the avoidance of doubt, it is specified that neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, lossof anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
11. PRICE AND PAYMENT CONDITIONS
11.1 Price
11.1.1. Unless stipulated otherwise, the price is a net price exclusive of any applicable taxes(including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions.
11.1.2. Customer will pay or refund C-NERY for any applicable taxes, duties, or other charges imposed by any government authority for Customer’s use or receipt of the Software Service. IfCustomer is required by law to deduct or withhold tax, Customer will increase the amount it pays to C-NERY so that C-NERY still receives the net amount originally invoiced. Customer will promptly provide all tax receipts, or a valid exemption certification (if applicable), confirming it has paid or withheld tax.
11.1.3. Any complaint about invoiced amounts must be lodged with C-NERY by registered letter within eight(8) days after receipt of the invoice. If Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.
11.2 Payment
11.2.1. The Customer agrees to pay the Fee as set forth in the Quotation.
11.2.2. All invoices for any charges under these Terms and Conditions are due and payable within thirty (30)calendar days of the invoice date, unless specified otherwise in the Quotation.
11.2.3. C-NERY has the right to send its invoice electronically. Customer will provide (and update if necessary) a correctly functioning e-mail address to which the electronic invoice can be sent. An electronic invoice will be considered correctly received by Customer on the same day it is sent to this e-mail address.
11.2.4. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable inEuro unless stipulated otherwise in the Quotation. All amounts not paid by theCustomer on the due date mentioned in the invoice will bear interest in accordance with the law of 2 August 2002 on combating late payments in commercial transactions, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount. Moreover, C-NERY reserves its right to suspend further delivery of the Software Service.
12. TERM
This Agreement will enter into force and be effective as of the Effective Date and will remain in effect until the completion of the Software Service and/or delivery of the Report or Training.
13. CONFIDENTIALITY
13.1. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to ConfidentialInformation of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations with theReceiving Party substantially similar to those herein (collectively, “Representatives”).The Receiving Party will be liable for any breach of this article Error! Reference source not found.by its Representatives as if such Representatives were a party hereto.
13.2. Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof will prevail if there is a conflict with the provisions of this article.
13.3. The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of the Agreement unless a confidentiality agreement between the Parties stipulates otherwise.
13.4. Upon termination of these Terms and Conditions, for whatever reason, the Receiving Party will return allConfidential Information of the Disclosing Party and all copies thereof to theDisclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information.
14. MISCELLANEOUS
14.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
14.2. No Partnership. No joint venture, partnership, employment, or agency relationship exists between Customer and C-NERY as a result of theAgreement.
14.3. No Waiver. The failure of a Party to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
14.4. References. C-NERY is entitled to make public reference to theCustomer as a customer of C-NERY and to use the Customer’s name and logo on its website for this purpose only (for the avoidance of doubt, without, in any event, disclosing any Confidential Information), unless the Customer has objected to such use in writing.
14.5. Force Majeure. Except for the payment of the Fee or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, , power failures, cybercrime, unauthorized access to C-NERY’s information technology systems by ThirdParties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
14.6. Non-Assignment. The Agreement may not be assigned by a Party to aThird Party without the prior written approval of the other Party. A Party may however assign this Agreement to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of its assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
14.7. Notice. Customer must deliver all notices or other communications required or permitted under thisAgreement in writing to C-NERY BV, Kruisstraat 71, 3078 Kortenberg, Belgium, or by correspondence by e-mail at hello@c-nery.com. C-NERY will send any notice to the email address and contact details provided by the Customer indicated in theQuotation. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
14.8. Entire Agreement. The Agreement, comprises the entire agreement between Customer and C-NERY and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.
14.9. Applicable law and Jurisdiction. The Agreement will be construed in accordance with its provisions, without any strict interpretation in favor of or against one of theParties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, will be subject to the exclusive jurisdiction of the courts of Leuven.