1.1 By accessing the bOS Platform, clicking “I agree,” or otherwise confirming acceptance digitally or in writing, the Client (hereinafter referred to as the “User”) acknowledges and agrees that they are entering into a legally binding agreement with Themis Carbon CY Ltd (hereinafter “Themis” or “the Company”) in accordance with this General Provision of Services Agreement (“Agreement”), including all incorporated schedules, annexes, and policies.
1.2 The User further confirms that they have read, understood, and accepted the current Platform Terms and Conditions, accessible at: thecarbonfoundation.co/terms-and-conditions
1.3 This Agreement governs the User’s access to and use of the bOS (business operating system), which forms the core infrastructure supporting Themis’ regulated carbon project onboarding, tokenized registry tools, carbon marketplaces, and lifecycle services across multiple jurisdictions.
1.4 By entering into this Agreement, the User acknowledges and agrees that:
For the purposes of this Agreement, the following capitalised terms shall have the meanings set forth below, unless the context otherwise requires:
“Agreement” means this General Provision of Services Agreement, including all annexes, schedules, and referenced policies, as may be amended from time to time.
“Applicable Law” or “Relevant Law” means any statute, regulation, judgment, directive, or other legal requirement of any relevant jurisdiction (including Cyprus, the European Union, and any relevant jurisdiction of the operations of Themis) that applies to either Party, including but not limited to data protection laws, anti-money laundering regulations, and environmental legislation.
“Authorised Representative” means any individual designated by a Client to act on its behalf, whose authority has been validated by Themis through documented verification.
“bOS” or “Platform” means the proprietary business operating system operated by Themis Carbon CY Limited, through which Users access services, tools, and interfaces related to carbon market participation, project lifecycle management, and compliance operations.
“Broker” or “Agent” means any User or entity that introduces, facilitates, or intermediates project or credit transactions on the Platform in accordance with an Introducer Agreement or applicable terms.
“Business Day” means any day other than a Saturday, Sunday, or public holiday in Cyprus or the jurisdiction of a relevant registry, during which banks are generally open for business.
“Buyer” means a User or third-party entity that acquires or intends to acquire environmental credits or tokenised carbon assets through the Platform.
“Client” or “User” means any individual or legal entity that accepts this Agreement and accesses the Platform, either as a Project Owner, Buyer, Broker, or other authorised role.
“Compliance Documentation” means all records, certificates, legal opinions, declarations, and identification materials required for regulatory onboarding, KYC/AML checks, and service eligibility.
“Confidential Information” means all non-public, proprietary, sensitive, or trade secret information disclosed by one Party to the other in connection with the Agreement, whether oral, written, electronic, or other form.
“Credit”, “Environmental Credit”, or “Carbon Credit” means a verified unit representing a specific quantity of reduced, avoided, or removed greenhouse gas emissions, which may be registered, tokenised, transferred, or retired through the Platform.
“Digital Carbon Unit” means a tokenised representation of a verified carbon credit or environmental asset issued and managed on a distributed ledger integrated with the Platform.
“Effective Date” means the date on which the User accepts this Agreement through electronic means, such as selecting an “I Agree” checkbox during onboarding.
“Fee Schedule” means the document or annex issued by Themis outlining applicable service fees, pricing tiers, or charges associated with the use of the Platform or any specific service.
“KYC” or “Know Your Customer” means the due diligence procedures used by Themis to verify the identity of its Users in compliance with anti-money laundering regulations and applicable law.
“MRV” means Monitoring, Reporting, and Verification standards and procedures used to quantify and confirm emission reductions or removals as part of a Project’s lifecycle.
“Project Owner” means any User or entity responsible for the origination, development, and submission of a carbon or environmental project seeking verification, registry inclusion, or tokenisation through the Platform.
“Registry” means any environmental asset registry with which Themis or the Platform is integrated, including the SIE (Moroccan National Carbon Registry), and any recognised registry pursuant to Article 6 of the Paris Agreement.
“Sanctions List” means any list maintained by the EU, UN, OFAC (U.S. Office of Foreign Assets Control), or other competent authority identifying persons or entities subject to economic or trade restrictions.
“Services” means all offerings, tools, functions, and modules made available through the Platform, including but not limited to project onboarding, verification workflows, credit issuance, tokenisation, settlement, retirement, brokerage facilitation, and registry integrations.
“Settlement” means the process of completing a transaction or instruction related to the transfer, issuance, redemption, or retirement of carbon credits or digital carbon units.
“Themis” or “Company” means Themis Carbon CY Limited, a private company incorporated under the laws of the Republic of Cyprus, and the operator of the Platform.
“Tokenisation” means the conversion of verified environmental credits into a digital asset or cryptographic token that may be held, transferred, or retired via the Platform’s infrastructure.
“Verification Body” means a third-party auditor or certifier accredited to assess and confirm project compliance and carbon credit eligibility in accordance with international standards or registry requirements.
“Wallet” means a digital repository or interface used to store and manage digital carbon units, credits, or related settlement balances on behalf of the User.
2.1 The User further affirms that their use of the Platform is subject to and must comply with all Relevant Law, including but not limited to:
3.1 The User expressly agrees that:
4.1 This Agreement, together with the Terms and Conditions and any Pricing Agreement (“PA”), forms the complete and binding legal framework between the User and Themis. It supersedes any prior agreements or communications and may only be amended in writing with express approval from Themis.
4.2 Themis disclaims any liability where use of the Platform is unlawful in the User’s jurisdiction. It is the User’s sole responsibility to ensure that their use of the Platform complies with applicable local regulations of their country of residence.
5.1 Scope of Services
This Agreement establishes the general terms under which Themis shall make available to the User certain digital infrastructure and regulated tools through its software-as-a-service platform, referred to herein as the bOS.
5.2 Themis offers a suite of services supporting the lifecycle of high-integrity carbon credits, which may include, but are not limited to:
5.3 All services are provided in accordance with applicable environmental, financial, and data protection frameworks
5.4 The specific set of services applicable to the User shall be determined and approved during onboarding and may be varied by mutual agreement or through separate addendums.
6.1 All services under this Agreement are delivered through the bOS Platform, which functions as a digital interface for:
6.2 The User acknowledges that access to any feature is non-exclusive, conditional, and revocable at the discretion of Themis, based on compliance status and operational requirements.
7.1 Themis reserves the right to update, modify, discontinue, or enhance any service or feature of the bOS Platform at any time. Where appropriate, Themis will provide reasonable notice of any material changes.
7.2 Availability of services is subject to system capacity, regulatory conditions, and jurisdictional constraints. Themis does not warrant uninterrupted access to the Platform.
8.1 Fees for services shall be provided in a separate Pricing Agreement (PA) or published Fee Schedule and may vary depending on service type, transaction size, or jurisdictional complexity.
8.2 All fees must be paid as a condition of service access unless expressly waived in writing. Services are not deemed confirmed until all required documentation and payment obligations are fulfilled.
9.1 Application and Profile Creation
Upon submission of an application to Themis, the User initiates a formal request to access the bOS Platform. Successful completion of onboarding and approval by Themis grants the User role-specific access to the platform’s digital interface.
9.2 Each user is assigned a unique digital profile within bOS, which includes:
9.3 Users may submit applications for various services, each requiring specific documentation, legal authorisations, and due diligence.
10.1 Services are categorised as follows:
11.1 Access to services is role-based and may require:
11.2 Themis may require acceptance of additional agreements, disclosures, or fee schedules before enabling access to enhanced service modules.
12.1 Themis will communicate with the User via the Platform’s messaging system or registered contact details regarding:
12.2 Users are required to keep contact details up to date and to respond to all communications in a timely manner.
13.1 The User must promptly update Themis on changes in:
13.2 Themis reserves the right to review and audit user profiles periodically or upon request by regulatory authorities.
14.1 Themis may suspend or restrict Platform access without prior notice if:
14.2 Access may be reinstated upon resolution of the underlying issue to the satisfaction of Themis. Themis shall not be held liable for any consequences arising from suspension or limitation of access.
15.1 For the purpose of this Agreement, the services offered through the Themis bOS platform shall be interpreted as an integrated suite of compliance-focused, technology-enabled solutions facilitating the lifecycle of carbon and environmental assets.
15.2 The platform enables participation in regulated carbon markets by offering tools and services related to the onboarding, evaluation, issuance, tokenization, custody, transaction, and retirement of environmental units, including carbon credits.
15.3 Themis operates a permissioned platform architecture. Access to any feature, module, or service is subject to eligibility, technical verification, and ongoing compliance, and is classified into two principal categories:
15.4 All references to "carbon credits," "digital carbon units," "environmental assets," or "credits" within this Agreement shall be interpreted to include:
15.5 The terms "wallet," "custody," or "tokenized settlement" refer to digital ledger-based tools maintained by or on behalf of Themis to hold, track, and transfer tokenized environmental units. These tools do not confer ownership of the underlying assets to Themis and operate within a non-custodial or designated custodial framework as disclosed in relevant documentation.
15.6 Themis does not guarantee credit issuance, sale, listing, or registry acceptance. Platform services are provided on a best-effort basis and remain conditional on applicable technical, legal, and regulatory compliance, as determined at Themis’ sole discretion.
15.7 Quotes, exchange rates, digital asset valuations, and price discovery mechanisms referenced within the Platform are indicative and time-sensitive. All financial settlements are subject to prevailing market rates and applicable payment terms disclosed in the Pricing Agreement (PA) or as otherwise communicated via bOS.
15.8 Platform communications (such as Accepted Order Confirmations, Distribution Instructions, or Wallet Assignments) shall be deemed binding only when issued via the Platform’s secure messaging system or authorised email channels and acknowledged in writing by Themis.
15.9 All Distribution Instructions related to the settlement or redemption of digital carbon units must follow the procedures published in the Platform, including but not limited to:
15.10 Themis is not liable for failed settlements, delays, or incorrect transfers arising from inaccurate or incomplete instructions provided by the User. Themis reserves the right to suspend any instruction or transaction pending further compliance review or investigation.
15.11 The services under this Agreement are designed to support environmental integrity and regulatory alignment. Any ambiguity in the interpretation of service scope, compliance requirements, or transaction flow shall be resolved in favour of:
16.1 Themis may engage third-party service providers, agents, consultants, legal advisors, or vendors as deemed necessary for the provision of services under this Agreement.
16.2 Third-party services may include, without limitation:
16.3 Themis shall remain the platform operator but disclaims responsibility for the conduct, availability, or outcomes associated with such third-party engagements, unless arising from Themis’ own gross negligence or fraud.
16.4 Users acknowledge that any reliance on third-party services is at their own risk and may be subject to additional agreements, privacy policies, or service terms issued by the third-party provider.
17.1 The User agrees not to hold Themis liable for any claims, losses, or damages arising from this Agreement or its execution, except in cases of proven gross negligence, wilful misconduct, or fraud by Themis, as determined by a final court ruling.
17.2 Themis shall not be liable for:
17.3 Themis maintains appropriate liability coverage and insurance in accordance with legal requirements for a platform of its nature.
17.4 The User shall indemnify and hold Themis harmless from all claims, liabilities, damages, or expenses (including legal costs and fines) resulting from:
17.5 This indemnity shall extend to all entities within Themis and shall be enforceable notwithstanding any dispute regarding the User’s authority, capacity, or status.
17.6 Payment of indemnified amounts shall be made by the User in the currency of loss, without deduction or delay.
18.1 This Agreement shall enter into force on the Effective Date and shall remain in effect for an indefinite period unless terminated in accordance with this Clause.
18.2 Either Party may terminate this Agreement at any time by providing written notice to the other Party. Termination shall become effective upon receipt of the written notice, unless otherwise stated.
18.3 The User may terminate this Agreement with immediate effect by providing written notice to Themis if Themis materially breaches any legal, regulatory, or contractual obligation.
18.4 Themis may terminate this Agreement with immediate effect if the User commits a Material Breach. A "Material Breach" includes, but is not limited to:
18.5 Upon identifying a Material Breach, Themis shall notify the User in writing, specifying the breach and allowing the User 45 calendar days to remedy the situation, where remediation is possible.
18.6 If the breach is not resolved within the specified timeframe, Themis may immediately terminate the Agreement and/or:
18.7 Termination of this Agreement shall not affect the rights or obligations of either Party that have accrued prior to termination.
18.8 Themis shall not be held liable for any losses, damages, or business interruptions suffered by the User as a result of lawful termination of this Agreement.
19.1 Themis shall not act on behalf of the Client without prior written instruction, except where required by law or regulatory obligations.
19.2 Themis will act upon instructions only from individuals or entities explicitly authorised by the Client. Such authorisation must be documented, and identification must be submitted in a format acceptable to Themis.
19.3 Themis may, at its discretion, rely on instructions issued by legal or tax representatives of the Client if prior written confirmation of authority has been received.
19.4 Themis is not obliged to carry out instructions that, in its sole discretion, are inconsistent with applicable law, this Agreement, internal policy, or the interests of Themis or its stakeholders. Refusal to act under these circumstances does not constitute breach or liability.
19.5 Instructions must be submitted in writing via email, bOS application, or other agreed digital means. The Client acknowledges the inherent risks of electronic communication, including misidentification, fraud, and error.
19.6 All instructions received in accordance with this Agreement shall be deemed authentic and binding. Themis shall not be liable where instructions are proven to be unauthorised, falsified, or sent in error unless resulting from Themis’ own gross negligence.
20.1 All notices or communications under this Agreement must be submitted electronically via email, the bOS Platform, or other telecommunication methods approved by Themis.
20.2 Any notice or communication sent via approved channels shall be deemed received on the day it is transmitted, provided no delivery failure message is generated.
20.3 It is the Client’s responsibility to maintain up-to-date contact details and regularly monitor designated communication channels.
20.4 Notices relating to termination, breach, legal claims, or material contractual changes must be issued in writing and may require formal acknowledgment or acceptance.
21.1 Themis shall not, during the term of this Agreement or thereafter, disclose any information, documents, data, communications, or other materials concerning the Client to any unauthorised person or entity, except as reasonably necessary for the fulfilment of this Agreement, or where required by applicable law, regulation, or a valid court or regulatory authority.
21.2 Disclosure is permitted under the following specific circumstances:
21.3 This confidentiality obligation does not apply to information that:
21.4 Themis and the Client mutually undertake to preserve the confidentiality of each other’s proprietary information, trade secrets, methodologies, project data, and technical specifications obtained throughout the negotiation and execution of this Agreement. This obligation shall survive the termination of this Agreement for a period of seven (7) years.
21.5 Specific Protections:
21.6 In the context of tokenized carbon credit issuance and market access:
21.7 Breach of confidentiality by either Party, its representatives, employees, contractors, or agents shall entitle the non-breaching Party to:
21.8 Themis reserves the right to implement additional security protocols, monitoring systems, and data handling restrictions in accordance with ISO/IEC 27001 and applicable GDPR provisions to further safeguard Client Confidential Information.
21.9 Mutual Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following termination, neither Party shall directly or indirectly solicit, hire, or attempt to hire any employees, consultants, or agents of the other Party or engage in business with parties introduced through the Platform without prior written consent.
21.10 Disclosure of Trade Secrets
Each Party agrees that any disclosure of trade secrets, proprietary registry formats, pricing models, or project methodologies without explicit written consent shall constitute a material breach of this Agreement, entitling the non-breaching Party to immediate injunctive relief and liquidated damages.
21.11 Platform Security & Confidentiality Breach Response
In the event of a suspected or actual data breach involving Confidential Information, Themis shall notify the affected Clients within seventy-two (72) hours and initiate forensic analysis. Clients shall cooperate with incident response efforts. Breaches resulting from third-party compromise will be managed in accordance with Themis’ incident response and regulatory reporting obligations.
22.1 Themis operates a non-exclusive platform environment for Buyers and Brokers. Nothing in this Agreement shall preclude Themis from offering identical or similar services to other Buyers, Brokers, or Participants, regardless of any actual or perceived competition or potential conflict of interest.
22.2 Themis shall have no obligation to restrict, limit, or disclose its engagements with third-party Buyers or Brokers, and may provide access to the bOS Platform, registries, or marketplace infrastructure to any number of such users concurrently.
22.3 However, in the case of Project Owners, exclusivity is a condition of service. By engaging with Themis, each Project Owner agrees and acknowledges that:
22.4 Themis reserves the right to designate specific service tiers or jurisdictional assignments to Project Owners to avoid operational overlap and maintain transparency and integrity across the carbon credit lifecycle.
22.5 Exclusivity does not affect the Client’s ability to market verified and issued credits to third-party Buyers, provided such marketing does not contravene the Platform’s Acceptable Use Policy, violate any regulatory restriction, or involve duplicate representations of carbon credit issuance.
22.6 Themis may, at its discretion, waive or modify exclusivity on a project-by-project basis upon written agreement, including but not limited to cross-platform collaboration permitted under Article 6.2 of the Paris Agreement or bilateral registry integrations approved by relevant regulators.
23.1 Buyers and Brokers – Non-Exclusive Access
Themis operates an open and non-exclusive service model for Buyers and Brokers engaging with the bOS Platform. Nothing in this Agreement shall prevent Themis from entering into commercial arrangements with other Buyers or Brokers, even where they operate in the same markets or jurisdictions as the Client.
23.2 Project Owners – Mandatory Exclusivity
Themis maintains a strict exclusivity requirement for Project Owners to preserve the environmental and legal integrity of carbon credit certification, tokenization, and registry submissions. Accordingly:
23.3 Breach and Remedies for Project Owners
A violation of this exclusivity obligation by a Project Owner shall be deemed a Material Breach under this Agreement and may result in:
23.4 Permissible Marketing Activities by Project Owners
Nothing in this Section shall restrict a Project Owner’s right to:
23.5 Regulatory and Technical Alignment
Themis reserves the right to audit or verify the exclusivity of a project at any time. The Client agrees to provide all necessary declarations, data, and confirmations to support Themis in ensuring that no conflicting or parallel representations of the project exist across other platforms or registries.
23.6 Waivers and Exceptions
Themis may, at its sole discretion and subject to internal review, grant written waivers to the exclusivity requirement, including for:
23.7 Notification Requirement
Project Owners must immediately notify Themis in writing of any actual or intended engagement with other registries, platforms, or credit certification bodies. Failure to do so may be construed as wilful non-disclosure and result in automatic suspension pending review.
24.1 Processing of Personal Data
The Client acknowledges and agrees that personal data submitted to Themis, including but not limited to documents, identities, and communications, may be processed within secure systems managed by Themis for the purposes of:
Themis is authorised, to the fullest extent permitted by law, to retain all agreements, records, communications, and personal data in secure electronic format and is under no obligation to maintain hard copies of such documents.
24.2 Data Handling and Protection Standards
Where Themis receives or processes Personal Data directly or indirectly via the Client or its onboarded third parties, Themis shall:
24.3 Know Your Client (KYC) and Compliance Obligations
The Client agrees to fully comply with all KYC, AML (Anti-Money Laundering), and Sanctions Compliance obligations imposed under relevant law, including obligations applicable under:
Themis shall conduct and document mandatory identity, risk, and source-of-funds verification checks for all relevant parties, including:
24.4 Required Information
The Client shall provide accurate and complete information upon request, including but not limited to:
For Physical Persons
For Legal Entities
Themis reserves the right to request updated documentation at any time and may deny or suspend access to the Platform where information is incomplete, inaccurate, or unverifiable.
24.5 Ongoing Compliance and Audit Requirements
The Client shall:
24.6 Refusal of Access or Termination for Non-Compliance
Failure to provide required KYC documentation or to maintain ongoing compliance may result in:
25.1 Platform and Data Security
Themis shall, where applicable, ensure that all systems storing or processing Client-related information, including backup and transactional data, are protected using industry best practices. Themis shall implement appropriate technical and organisational measures to safeguard data integrity, prevent unauthorised access, and ensure compliance with the standards of the relevant data protection and regulatory authorities.
25.2 Themis shall promptly notify the Client of any actual or suspected security breach that could impact personal data, project information, or platform access. Themis will initiate a timely investigation and remediation plan and, where required, cooperate with any relevant authority or Client-appointed auditor.
25.3 Themis commits to maintaining data confidentiality and implementing internal policies to ensure that only authorised personnel have access to sensitive Client or transaction data. Data is encrypted in transit and at rest, and all access is subject to authentication protocols and audit trails.
25.4 Retention of Records
Themis shall maintain accurate and comprehensive records relating to the provision of services under this Agreement. Unless otherwise required by law or agreed in writing, records shall be retained for a minimum period of seven (7) years from the date of final closure of the transaction, service, or relationship to which the records pertain.
25.5 These records include, but are not limited to:
25.6 Themis shall store all such records in secure digital repositories, compliant with applicable regulatory requirements, including GDPR and applicable laws of Cyprus and the European Union. Clients shall have access to their relevant records through the bOS Platform, subject to internal security permissions.
25.7 All third-party data entered or processed on the bOS Platform shall remain the sole property of the respective third-party originator. Themis acts solely as a data processor or custodian and shall not claim ownership over such data.
25.8 The Client hereby consents to the collection, processing, and cross-border storage of their data, where necessary, to fulfil the objectives of this Agreement and comply with applicable laws.
26.1 No Implied Modification
This Agreement may not be amended, supplemented, or otherwise modified except by an instrument in writing signed by duly authorised representatives of both Parties. No oral agreements, representations, or understandings shall be deemed to amend or vary the terms of this Agreement.
26.2 Formal Execution Requirement
Any purported amendment, waiver, or modification that is not made in accordance with Clause 26.1 shall be deemed null, void, and without legal effect. No action or inaction by either Party shall be construed as a waiver of rights unless expressly and formally executed in writing.
26.3 Non-Waiver of Rights
A waiver by either Party of any right, power, remedy, or obligation under this Agreement shall not:
26.4 Single or Partial Exercise
The single or partial exercise of any right, power, or privilege under this Agreement by either Party shall not preclude any other or further exercise of that or any other right, power, or privilege.
26.5 No Course of Conduct
No failure or delay on the part of either Party in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any waiver operate as a waiver of any other right or remedy. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.
26.6 Survival of Original Terms
Unless expressly stated otherwise in a written amendment, all original terms, conditions, covenants, warranties, and obligations of this Agreement shall remain in full force and effect.
26.7 Change in Law or Regulation
If there is a material change in applicable law, regulation, or regulatory interpretation that renders any provision of this Agreement unlawful or requires amendment for continued compliance, Themis shall have the right to propose reasonable amendments in writing. The Client shall be notified and given the opportunity to object within ten (10) business days. Failure to object shall be deemed acceptance of the proposed amendment.
26.8 Reservation of Rights
Each Party reserves all rights not expressly granted herein. Nothing in this Section shall limit either Party’s ability to enforce any of its rights under applicable law or equity, regardless of any prior conduct or indulgence.
27.1 Definition
For the purposes of this Agreement, “Force Majeure” shall mean any event or circumstance beyond the reasonable control of the affected Party which prevents or materially delays the performance of its obligations under this Agreement, including but not limited to:
27.2 Notification Requirement
A Party affected by a Force Majeure event (“Affected Party”) shall:
27.3 Suspension of Obligations
During the period of Force Majeure, the Affected Party’s obligations under this Agreement that are directly impacted shall be suspended for the duration of the event, provided the Affected Party:
27.4 Extended Force Majeure
If the Force Majeure event continues for a period exceeding sixty (60) consecutive calendar days, either Party may terminate this Agreement by providing ten (10) Business Days’ written notice to the other Party. Such termination shall be without liability, except for obligations accrued prior to the effective date of termination.
27.5 Exclusions and Limitations
Force Majeure shall not:
27.6 Alternative Performance
Where possible, the Affected Party shall use alternative means of performance (including but not limited to subcontracting, remote access, or delegated authority) to fulfil its obligations and minimise service disruption.
27.7 No Waiver
This clause shall not be construed as a waiver of any other rights or remedies available to either Party under law, equity, or the terms of this Agreement.
28.1 Good Faith Negotiation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, interpretation, performance, enforcement, breach, termination, or the validity of any provision hereof (a “Dispute”), the Parties shall first seek to resolve the matter amicably through good faith negotiations.
Within ten (10) Business Days of one Party notifying the other in writing of the Dispute (a “Dispute Notice”), each Party shall designate a senior executive with decision-making authority to engage in negotiations. These representatives shall meet (virtually or in person) within fifteen (15) Business Days of the Dispute Notice to attempt a resolution.
28.2 Escalation and Mediation
If the Dispute is not resolved within thirty (30) calendar days of the initial meeting between representatives, the Parties agree to submit the Dispute to confidential mediation administered by a neutral third-party mediator mutually agreed upon by the Parties.
The mediation shall be conducted under the applicable rules of the Centre for Effective Dispute Resolution (CEDR) or any other reputable international mediation body selected by mutual agreement, with the seat of mediation in London, United Kingdom, unless otherwise agreed.
28.3 Arbitration
If mediation fails or is not initiated within forty-five (45) days of the Dispute Notice, the Dispute shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which are deemed incorporated into this clause by reference. The following provisions shall apply:
28.4 Interim Relief
Nothing in this section shall prevent either Party from seeking urgent interim, injunctive, or conservatory relief from any competent court with jurisdiction, including in aid of arbitration or to preserve the status quo pending resolution.
28.5 Confidentiality
All negotiations, mediation, and arbitration proceedings related to any Dispute shall be strictly confidential. Neither Party shall disclose the existence, content, or results of any such process except to:
28.6 Continued Performance
During the pendency of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement to the extent not directly affected by the Dispute, unless such performance is rendered impossible or otherwise excused under the terms of this Agreement.
28.7 Costs
Each Party shall bear its own legal and professional costs and expenses incurred in connection with negotiation and mediation. The costs of arbitration (including the tribunal’s fees) shall be borne equally by the Parties unless otherwise awarded by the tribunal in its final decision.
29.1 This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law principles.
29.2 The courts of the Republic of Cyprus shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement or its subject matter. Each Party irrevocably submits to the jurisdiction of those courts for these purposes.
29.3 Notwithstanding the above, Themis reserves the right to initiate proceedings and seek interim, injunctive, or conservatory relief in any jurisdiction where the Client is incorporated, resident, or has substantial assets, or where such proceedings are necessary to enforce any award or judgment or to protect the integrity of the Platform or the interests of third parties.
29.4 If a Dispute arises from the activities of a Client or third-party user operating under a specific national registry (including, but not limited to, the SIE – Moroccan National Carbon Registry), additional governing laws and regulations of that jurisdiction may also apply, particularly in relation to Article 6.2 or 6.4 compliance mechanisms, carbon credit issuance rights, and registry integration standards.
30.1 By selecting the "I Agree" radio button or equivalent confirmation checkbox during the digital onboarding process, the Client (hereinafter referred to as the "User") expressly acknowledges that they have read, understood, and unconditionally accepted the terms of this General Provision of Services Agreement (the “Agreement”), together with all annexes, schedules, and incorporated policies, including the Platform Terms and Conditions available at thecarbonfoundation.co/terms-and-conditions.
30.2 Such action constitutes a legally binding electronic signature and execution of this Agreement for all purposes under applicable law, including the Electronic Identification and Trust Services Regulation (EU) No. 910/2014 (eIDAS), the Cyprus Electronic Commerce Law (156(I)/2004), and any other relevant jurisdictional laws governing electronic contracts and records.
30.3 The User acknowledges that this method of electronic acceptance shall have the same legal force and effect as a manual signature on a written contract and shall be admissible as evidence in any judicial or administrative proceeding.
30.4 The User further affirms that they are either:
30.5 Themis may store digital records of acceptance, including metadata, timestamps, and audit trails, as conclusive evidence of the User’s intent to be bound by this Agreement. The User hereby waives any right to challenge the validity, enforceability, or authenticity of the Agreement on the basis that it was executed electronically.