In these Terms, the following words have the meanings set out below:

• "Emission Reduction Credits" means verified emission reduction units registered on the applicable Registry, being either Earth Standard Emission Reductions (DERs) under the Earth Standard, or Verra-certified Emission Reductions (VCUs) under Verra VCS.
• "EMS" means the energy management system, inverter platform, or data system used to record generation and consumption data for the RE System.
• "Force Majeure Event" means any event beyond a party’s reasonable control, including acts of God, natural disaster, pandemic, war, government action, or failure of third-party infrastructure.
• "Proceeds" means the total Verified Credit Value less: (a) Enerlink’s Service Fee (20%); and (b) for Verra VCS projects, the Credit Issuance Cost, annual maintenance fee, and once-off registration fee. This does not include third-party sales fees.
• "RE System" means the renewable energy installation(s) owned by the Project Owner, including all associated hardware, software, and data infrastructure.
• "Registry" means the Verra VCS Registry, the Earth Standard Registry, or such other carbon registry as agreed in writing.
• "Service Fee" means Enerlink’s fee of 20% of the Verified Credit Value.
• "Verified Credit Value" means the gross market sale price per tonne of Emission Reduction Credits achieved on sale.

Enerlink provides a platform and associated services for the generation, registration, and monetisation of Emission Reduction Credits from renewable energy systems. Use of the platform and its content is permitted only for lawful purposes. You may not frame, modify, copy, distribute, or commercialise any part of the platform or its content without prior written consent.

You may upload renewable energy projects at any time. Once uploaded, the following conditions apply:

• Minimum Commitment: Projects must remain active for at least one quarter (3 months) before they can be removed.
• Project Removal: You may remove projects after one quarter with 30 days’ written notice prior to removal.
• Additional Projects: You are free to add new projects at any time. New projects will automatically be included in the next quarterly emission reduction calculation.

Enerlink retains 20% to cover platform and business operations; various third-party costs related to generated the credits, and community give-back, in line with the UN's Sustainable Development Goals, via the Reciprocity Reserve (Earth Standard: ~3%; Verra VCS: ~2%).
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Sales fees charged by external exchanges (typically ~3%) are separate. For Verra VCUs, the following additional fees are charged separately:

• Verra Registration Fee: USD 150 (deducted from sales, once-off)
• Verra Annual Maintenance Fee: USD 150 per year (deducted from sales)
• Verra Issuance Fee: USD 0.50 per tonne issued (deducted from proceeds)

You may choose to monetise your Emission Reduction Credits through the platform in the following ways:

• Selling: You may sell credits independently, or Enerlink can facilitate sales on carbon marketplaces or source a buyer on your behalf.
• Holding: You may choose to hold your credits in the system.
• Retiring: You may retire credits for your own carbon accounting.

While projects may be removed after the first quarter with 30 days’ notice, the following removal fees apply:

• Removal within 6 months: An additional 2% fee based on total emission reductions generated will be charged.
• Removal within 1 year: An additional 1% of total emission reductions generated will be charged.

If you are managing a project on behalf of the legal owner (the “Project Owner”), you are required to submit proof of a valid mandate from the Project Owner clearly stating the rights you hold over the emission reductions generated.

• Mandate Requirement: Failure to provide a valid mandate will result in removal of the project from the platform, and you will relinquish all rights to any reductions generated.
• Owner’s Rights: Enerlink will not distribute any emission reductions to agents without a valid mandate from the Project Owner.

Payments for monetised emission reductions will be made within 30 days of receiving cleared funds from buyers. A transaction statement will be provided within 5 business days of each credit sale confirming the Verified Credit Value, all deductions, and Net Proceeds. You are responsible for providing accurate payment information. Enerlink is not liable for delays caused by incorrect details.

• Currency: All transactions are denominated in USD. Foreign exchange conversion costs are borne by the receiving party. The applicable exchange rate will be stated on the transaction statement where conversion has occurred.
• Disputed Distributions: Distribution disputes must be raised in writing within 30 days of the relevant transaction statement. Enerlink will acknowledge within 2 business days, provide a preliminary response within 5 business days, and issue a final resolution within 15 business days. Undisputed amounts shall not be withheld pending resolution.

This Agreement is effective from the date you register on the platform and remains in force until terminated.

• Termination for Convenience: Either party may terminate with 30 days’ written notice. You may continue to manage existing projects until the next quarter’s emission reduction generation is complete.
• SLA Review: Enerlink will review service level commitments annually. Material changes will be communicated with a minimum of 30 days’ written notice prior to implementation.

Enerlink processes all data in accordance with applicable law, including the Swiss Federal Act on Data Protection (nFADP) and, where applicable, the EU GDPR. By using the platform, you consent to Enerlink accessing and processing your personal and RE System information directly from your specified EMS for the sole purpose of calculating emission reductions and administering credits. All personal and system information is processed in accordance with Enerlink’s Privacy Policy at www.enerlink.ai.

Enerlink does not guarantee the number of emission reductions generated, their market value, or the timing of sales. Enerlink is not liable for losses incurred due to market fluctuations, verification delays, or data inaccuracies. Enerlink is not liable for indirect, consequential, special, or punitive damages, or for loss of profit, loss of revenue, or loss of anticipated Emission Reduction Credit proceeds.

The Project Owner shall indemnify and hold harmless Enerlink from any losses, claims, or expenses arising from: the provision of false or inaccurate data causing Enerlink to generate or sell invalid credits; any breach of the no double counting obligation; third-party claims arising from the Project Owner’s own acts or omissions; or failure to maintain lawful ownership or operational authority over the RE System.
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Where a Developer is involved, the Developer shall indemnify Enerlink and the Project Owner from losses arising from submission of false information, misrepresentation, or unauthorised action under this Agreement.

All information exchanged between you and Enerlink is confidential. Neither party shall disclose the other’s non-public information without prior written consent, except to professional advisers bound by equivalent obligations, as required by law, or to a Registry or verifier as required for performance. Confidentiality obligations survive termination for three (3) years. Enerlink adheres to data protection laws and will not share your data with third parties without consent, except as required by law.

Neither party is liable for failure or delay caused by a Force Majeure Event. If such an event continues for more than 90 days, either party may terminate on written notice without further liability, provided obligations in respect of Emission Reduction Credits already issued or sold remain unaffected.

These Terms are governed by the laws of Switzerland. Disputes shall first be referred to good faith negotiation. If not resolved within 30 days, they shall be submitted to binding arbitration in Zug, Switzerland under the Swiss Rules of International Arbitration.

Enerlink may amend these Terms from time to time. Major changes will be communicated in advance. Continued use of the platform constitutes acceptance of any revised Terms.

• Entire Agreement: These Terms, together with any signed Proposal, constitute the entire agreement between the parties and supersede all prior arrangements.
• Severability: If any provision is invalid, the remaining provisions continue in full force.
• No Waiver: Failure to enforce any provision shall not constitute a waiver.
• Assignment: No party may assign rights or obligations without prior written consent.
• Notices: All notices must be in writing by email (with delivery confirmation) or registered post.
• Counterparts: Agreements referencing these Terms may be executed in counterparts, including by electronic signature.