Terms and Conditions for CO2 Removal Services of Underground Forest B.V.

Article 1. Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below:

CO2 Removal Certificates (CORCs): An independently verified carbon credit confirming that 1 metric ton of CO2 has been sustainably removed from the atmosphere and stored using a certified removal method.

Agreement: The agreement concluded between the Contractor and the Client, including any appendices, governing the purchase, sale, and delivery of a specified number of CORCs against payment of the agreed price.

CO2 Removal Services (CDR Services): The activities through which the Contractor extracts and stores carbon dioxide from the atmosphere, resulting in the delivery of CORCs to the Client.

Service Volume: The net amount of CO2 in metric tons that has actually been removed from the atmosphere and stored, as specified in the quotation, Agreement, or invoice.

Consumer (B2C): A Client who is a natural person acting for purposes outside their trade, business, craft, or profession.

Business Client (B2B): A Client who is a legal entity or a natural person acting in the exercise of a trade, business, or profession.

Delivery Date: The date on which the CORCs are officially transferred to or registered in the Client's name in an accredited carbon registry.

Article 2. Applicability

These General Terms and Conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the Contractor to the Client.

Deviations from these Terms and Conditions are only valid if expressly agreed upon in writing between the Parties.

In the event of a conflict between these Terms and Conditions and a specific Quotation or Agreement, the provisions of the specific Quotation or Agreement shall prevail.

The applicability of the Client's general (purchasing) terms and conditions is expressly excluded.

Article 3. Services and Orders

The Client may order CDR services by accepting a written or digital quotation (or order form) from the Contractor or by placing an order via the website. The Agreement is concluded once the Contractor confirms the order or acceptance.

All offers and quotations from the Contractor are non-binding and expire two (2) months after the date of dispatch, unless stated otherwise in the quotation.

The sold net Service Volume is calculated by deducting associated supply-chain emissions from the measured gross volume of stored carbon.

Only the net effective amount of carbon removal is offered for sale. The services are complete once the Service Volume has been effectively removed and the corresponding CORCs are issued.

Article 4. Prices, Taxes, and Right of Withdrawal (Consumers)

Prices on the website are displayed based on the country of residence (for consumers) or establishment (for business clients), excluding or including applicable taxes as specified below.

Consumers (B2C): Prices for consumers are calculated including the standard 21% VAT rate and clearly displayed during checkout.

Business Clients (B2B): For business clients within the EU/Netherlands, the transfer of certificates falls under the statutory VAT reverse-charge mechanism. VAT is shifted to the Client and explicitly stated on the invoice with the Client's VAT number.

Consumer Right of Withdrawal (B2C):

If the Client is a Consumer and the Agreement was concluded at a distance (via the website), the Consumer has the right to withdraw from the Agreement within fourteen (14) days without giving any reason (pursuant to Art. 6:230o Dutch Civil Code).

Exception/Execution: If the Consumer requests immediate delivery and allocation/cancellation of the CORCs within the 14-day cooling-off period, the Consumer explicitly agrees that performance begins immediately. The Consumer acknowledges losing their right of withdrawal once the service is fully performed and the CORCs are officially issued or cancelled in the carbon registry (art. 6:230p sub d Dutch Civil Code).

To exercise the right of withdrawal, the Consumer may send an unequivocal statement to info@undergroundforest.nl within 14 days.

Article 5. Certification and Monitoring

The net effectively removed carbon is certified via independent, accredited (international) carbon registries.

Physical storage locations are monitored to ensure permanence. Groundwater levels (ensuring anoxic conditions to prevent wood rot) are verified using public data from Dutch Water Boards. Location integrity is monitored via satellite imagery.

Article 6. Payment, Default, and Collection Costs

For website orders, payment is processed through the chosen direct payment method (such as credit card or iDEAL). For invoice orders, a payment term of fourteen (14) days from the invoice date applies.

Interest on Default:

Business Clients (B2B): If the payment term is exceeded, the Business Client is in default by operation of law and owes statutory commercial interest (under Art. 6:119a Dutch Civil Code) plus a 10% administration fee on unpaid amounts.

Consumers (B2C): If a Consumer fails to pay on time, the Contractor will send a free reminder allowing fourteen (14) days to pay. If payment is still not made, regular statutory interest (under Art. 6:119 Dutch Civil Code) becomes due.

Extrajudicial Collection Costs:

Business Clients (B2B): Collection costs are calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (BIK), with a minimum of €100.00.

Consumers (B2C): Collection costs will only be charged after a written 14-day reminder letter (14-dagenbrief) in accordance with statutory BIK rates, with a statutory minimum of €40.00.

Set-off and Suspension:

Business Clients (B2B): Set-off or suspension by Business Clients is excluded.

Consumers (B2C): Statutory rights of Consumers regarding set-off and suspension remain fully unaffected.

The Contractor is entitled to assign this Agreement to group companies. The Client may only assign rights under this Agreement with the prior written consent of the Contractor.

Article 7. Liability and Warranties

Business Clients (B2B): The Contractor's total liability to a Business Client for attributable breach is limited to direct damages up to a maximum of the fee paid for the specific Service Volume that gave rise to the claim. Liability for indirect, consequential, or lost profit damages is expressly excluded.

Consumer (B2C) Safeguard: Nothing in these Terms and Conditions limits or excludes mandatory consumer rights under Dutch consumer law (Book 7 Dutch Civil Code).

The Contractor shall not be liable for damages resulting from force majeure or errors/failures within external, independent carbon registries outside the Contractor's reasonable control.

Article 8. Intellectual Property

The Client only acquires the right to use provided documents and CORC certificates to demonstrate and report on the purchased carbon removal.

All intellectual property rights (including know-how, patents, trademarks, copyrights, and logos) remain the exclusive property of the Contractor.

Article 9. Duration, Completion, and Termination

Duration and Completion: This Agreement is entered into for the period necessary to perform the CDR Services and concludes by operation of law as soon as both Parties have fully performed their respective obligations.

The Contractor may terminate an Agreement with a Business Client for convenience with three (3) months' written notice. In such case, the Contractor will refund payments made for services not yet performed.

Consumers may terminate continuing performance agreements in accordance with statutory rules with a maximum notice period of one (1) month.

The Contractor may terminate the Agreement with immediate effect if the Client is in default of its obligations.

Article 10. Data Protection (Privacy)

The Contractor processes personal data of the Client in compliance with the General Data Protection Regulation (GDPR) and its Privacy Policy.

For detailed information on data processing and privacy rights, please refer to our Privacy Policy, available on our website.

Article 11. Publicity and Communication

Any public announcements or press releases by the Client specifically referencing the Contractor's name or services require prior written approval from the Contractor.

Approval is not required for general corporate sustainability reporting stating the purchased CORCs.

Article 12. Applicable Law, Disputes, and ODR

This Agreement is governed exclusively by Dutch law. For foreign Consumers, this choice of law does not deprive them of mandatory protection under the laws of their country of habitual residence (Art. 6 Rome I Regulation).

Competent Court: Disputes with Business Clients shall be submitted exclusively to the competent court in Rotterdam, The Netherlands. For disputes with Consumers, the Consumer has one (1) month after the Contractor invokes this clause to select their legally competent court (art. 6:236 sub n Dutch Civil Code).

Online Dispute Resolution (ODR) for Consumers: European consumers may also use the European ODR platform for online disputes at [http://ec.europa.eu/consumers/odr](http://ec.europa.eu/consumers/odr).

If any provision of these terms is held void or unenforceable, the remaining provisions shall remain in full force.

Article 13. Acceptance

By completing an order or payment, the Client declares that they have read, understood, and accepted these Terms and Conditions.