Disclaimer: Beta Version
These T&Cs are in their beta phase and are subject to updates and revisions. Octavia Carbon reserves the right to modify these T&Cs as we refine our services and operations. Any changes will be communicated to you prior to taking effect. By continuing to use our services, you agree to be bound by the revised terms.
These T&Cs are entered into by and between:
- Octavia Carbon Co., a Delaware corporation with headquarters at 651 North Broad Street, Suite 201, Middletown, DE 19709, USA (referred to as the Seller), and
- Any individual or entity (referred to as the Buyer) who agrees to these T&Cs by completing a purchase of Carbon Removal Credits (CRC) through the Seller’s website (collectively referred to as the Parties).
These T&Cs outline the mutual obligations of both Parties regarding the purchase, provision, and use of Octavia Carbon’s Carbon Dioxide Removal (CDR) services. By agreeing to these terms, the Buyer acknowledges and supports Octavia Carbon’s mission to advance climate action through innovative Direct Air Capture (DAC) technology and permanent CO₂ storage.
Please read these T&Cs carefully before proceeding with any transactions. By completing a purchase, you accept and agree to be bound by these terms.
1. Definitions
For clarity, the following terms are defined as used in these T&Cs:
- Carbon Removal Credit (CRC): A verified unit of carbon dioxide removed from the atmosphere and permanently stored through Direct Air Capture (DAC) technology.
- Carbon Dioxide Removal (CDR) Services: The process through which the Seller removes and stores carbon dioxide from the atmosphere, providing the Buyer with CRCs.
- CO₂ Removal Process: The technological and geological methods employed by the Seller to capture CO₂ from the atmosphere and securely store it underground.
- Delivery Date: The date on which the CRCs are transferred to the Buyer following their verified removal and storage.
2. Overview of Octavia Carbon's CDR Services
2.1. Octavia Carbon is engaged in the development and deployment of Direct Air Capture (DAC) technology for the removal and secure storage of CO₂. As the first DAC company in the Global South, Octavia Carbon uniquely leverages Kenya’s geothermal energy, geology, and talent to accelerate the cost reduction of DAC. We will capture CO₂ from the atmosphere at our pilot DAC + CO₂ Storage plant, which is set to begin commercial operations in Q4-2024, with a targeted carbon removal capacity of 1,000 tons of CO₂ per year. The captured CO₂ will then be provided to a storage partner for the secure, long-term storage of the CO₂ in Kenya’s basaltic geology.
2.2. The net quantity of CO₂ removed, referred to as the Service Quantity, is conclusively determined by a mass flow meter at the Octavia Carbon Plant. CO₂ emissions resulting from the DAC process are deducted, ensuring that only the net quantity of CO₂ removed is offered for sale.
2.3. The Octavia Carbon CDR Services are considered complete once the Service Quantity has been effectively removed from the atmosphere and stored.
3. Ordering Octavia Carbon CDR Services
3.1. Octavia Carbon CDR Services can be ordered from Octavia Carbon via our website or direct contact. Any agreement regarding Octavia Carbon CDR Services ("Agreement") shall be subject to the order confirmation sent by Octavia Carbon ("Order Confirmation") and these Terms and Conditions, in their version existing at the time the order is placed.
3.2. In case you have purchased a subscription, the applicable Terms and Conditions applying to each invoiced Service Quantity are the versions of these documents in effect at the time of each invoice.
3.3. In the event of a conflict between these Terms and Conditions and any Offer or Order Confirmation, as applicable, the terms of such (or the most recent) Offer or Order Confirmation, as applicable, shall prevail. The application of your general terms and conditions is excluded, unless we expressly consented to them in writing.
4. Pricing for Service Quantity
4.1. The price of the Octavia Carbon CDR Services for the Service Quantity quoted in the Order Confirmation includes the subsequent storage of the CO₂.
4.2. For purchases via our website, depending on your country of residence (if you are a private customer) or your country of establishment (if you are a company, trust, sole trader, or equivalent), prices will be quoted inclusive of applicable taxes. The final price, including any value-added tax (VAT) or other applicable taxes, will be shown during the check-out process based on your selected country. Any additional charges or taxes, as specified by applicable law, are to be borne by you.
5. Octavia Carbon CDR Services Confirmation
5.1. Octavia Carbon will complete the CDR Services for the Service Quantity as described in any Offer or Order Confirmation, as applicable, until 31 December of the 6th (sixth) year following the invoice date.
5.2. If you have purchased a subscription for Octavia Carbon CDR Services, a confirmation specifying the Service Quantity attributed to you will be made available to you at the end of each year, until the purchased Service Quantity has been fully delivered.
5.3. If you have purchased Octavia Carbon CDR Services for a one-time Service Quantity, a confirmation specifying the Service Quantity attributed to you will be made available to you at the end of the year when the purchased Service Quantity has been fully delivered.
6. Payment and Assignment
6.1. When ordering through our website, the payment of the amount charged for the provision of the Octavia CDR Services ("Octavia CDR Service Fee") is typically made by credit card according to the billing cycle chosen by you, unless stated otherwise in the Order Confirmation.
6.2. In case we issue an invoice for the Octavia CDR Service Fee, payment is due within thirty (30) days to an account indicated by us. Any fees or charges related to such payments will be borne by you.
6.3. We are entitled to assign this Agreement, in whole or in part, in particular to affiliates of Octavia Carbon. You can assign this Agreement and/or any of its rights or obligations only with our prior written consent.
7. Liability
7.1. Except as expressly outlined in this Agreement, neither party makes, and each party expressly disclaims, any representations or warranties of any kind, whether express, implied, or statutory, regarding the services to be provided under this Agreement. This includes, but is not limited to, warranties regarding merchantability, suitability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing, course of performance, or trade usage.
7.2. To the maximum extent permitted by applicable law, neither party shall be liable to the other, regardless of the legal theory used to bring a claim (whether based on negligence, breach of warranty, strict liability, tort, or any other cause of action) for any:
(a) costs associated with procuring substitute services;
(b) delays or unavailability of Octavia Carbon CDR Services, economic losses, lost profits, revenue, anticipated savings, loss of business, loss of contracts, loss of goodwill or reputation, or third-party claims;
(c) acts or omissions of its subcontractors; or
(d) indirect, special, incidental, punitive, or consequential damages, whether arising out of the performance or breach of this Agreement or from any matters beyond the party's reasonable control, even if the party has been advised of the possibility of such damages.
7.3. To the maximum extent permitted by applicable law, each party agrees that the maximum aggregate liability of either party for all claims arising under this Agreement, whether based on contract, tort, or any other legal theory, shall not exceed the CDR Services Fee paid for the portion of the Service Quantity giving rise to the liability, and that such remedy is fair and adequate.
8. Intellectual Property
8.1. You are granted the right to use any documentation provided as part of the Octavia Carbon CDR Services solely to verify the Service Quantity attributed to you.
8.2. No other rights are granted under this Agreement, unless explicitly stated in any other documentation related to this Agreement. In particular, no license, rights of use, or ownership of any kind to Octavia Carbon’s intellectual property are granted. All know-how, patents, trademarks, tradenames, designs, logos, copyrights, manufacturing or business secrets, and all other intellectual property owned by Octavia Carbon shall remain the exclusive property of Octavia Carbon.
9. Term and Termination
9.1. The provision of Octavia Carbon CDR Services and this Agreement shall terminate once both Parties have fulfilled their respective obligations under this Agreement.
9.2. If the Octavia Carbon CDR Service Fee or any other agreed payment is not received by Octavia Carbon within the payment period specified, Octavia Carbon shall be entitled to terminate this Agreement without notice.
9.3. Octavia Carbon reserves the right to terminate this Agreement without cause and at its sole discretion by providing three (3) months' prior written notice to you, effective at the end of the month. If Octavia Carbon terminates the Agreement pursuant to this section 9.3, a refund will be issued for any payments made for CDR Services that have not yet been performed as of the effective date of termination.
9.4. Notwithstanding any other provisions in this Agreement, Octavia Carbon may suspend performance of CDR Services immediately if you are in default or otherwise fail to comply with your obligations under this Agreement.
9.5. If you have purchased a subscription for Octavia Carbon CDR Services, you may manage your subscription at any time with effect from the next period (e.g., month). To terminate or modify your subscription, you can click on the corresponding link in our reminder email, adjust your settings accordingly, or send an email to contact@octaviacarbon.com. We will send you a confirmation email.
9.6. If you change your mind, you may notify us by email at contact@octaviacarbon.com within fourteen (14) days from the date you order the Octavia Carbon CDR Services. If you decide to cancel, you will be entitled to a full refund, except for any costs incurred by Octavia Carbon in delivering CDR Services during this period.
9.7. Any Octavia Carbon CDR Services ordered before the effective termination of this Agreement shall be delivered in accordance with the terms of this Agreement.
9.8. Provisions that, by their nature, are intended to survive termination or expiration of this Agreement shall remain in effect after termination or expiration. This includes, but is not limited to, Sections 2.1, 6, 8, 9, and any other sections that explicitly or implicitly are meant to survive termination.
9.9. Termination of this Agreement does not preclude the availability of other remedies, and all other remedies shall remain available.
10. Data Protection
10.1. Each Party shall comply with applicable data protection legislation in the course of performing its obligations under this Agreement, including but not limited to the General Data Protection Regulation (GDPR) or any other relevant data protection laws.
10.2. The Seller will ensure that any personal data it collects or processes in connection with this Agreement is handled securely and in accordance with applicable laws.
11. Public Communication
11.1. Approval of Public Communication: Any public communication, including but not limited to advertising, press releases, public announcements, or disclosures at commercial or research conferences related to this Agreement, must receive the prior written approval of Octavia Carbon. This approval is required regardless of whether Octavia Carbon’s name, trademarks, tradenames, logos, copyrights, or other identifiers are used. Approval can be given via email, and any messaging or content should align with prior agreed-upon messaging.
11.2. Exclusions: This approval process does not apply to any communication not referencing Octavia Carbon or its services.
12. Miscellaneous
12.1. For Purchases via Website: For purchases made via the website, notices required or permitted under this Agreement shall be sent to the email address provided in the Order Confirmation. If addressed to Octavia Carbon, notices should be sent to contact@octaviacarbon.com or the address provided in the Offer Confirmation.
12.2. Severability: If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be replaced with a valid, enforceable provision that reflects the economic intent of the Parties or will be eliminated to the minimum extent necessary, allowing the rest of the Agreement to remain in full force and effect.
12.3. Changes to Terms and Conditions: Octavia Carbon reserves the right to modify these T&Cs and any documents related to the Agreement from time to time. The Buyer will be notified via email at least thirty (30) days before any changes take effect. After these changes become effective, the Buyer will be bound by the revised terms unless they have terminated the Agreement.
12.4. Trade Controls and Sanctions: The services provided under this Agreement may be subject to trade controls, including but not limited to U.S. export laws, sanctions, and other applicable regulations. The Buyer is responsible for ensuring compliance with all applicable laws.
12.5. End-User and End-Use Compliance: The Buyer represents and warrants that it is not listed on any restricted U.S. government lists, such as the U.S. Entity List, U.S. Denied Persons List, or OFAC List of Specially Designated Nationals, and is not directly or indirectly controlled by any entities on such lists.
12.6. Force Majeure: Neither Party will be liable for any failure or delay in performance due to causes beyond their reasonable control, including natural disasters, government actions, or other unforeseen circumstances.
12.7. Entire Agreement: This Agreement constitutes the complete and exclusive statement of the mutual understanding of the Parties and supersedes all prior communications.
12.8. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of Delaware, without regard to its conflict of law principles.
12.9. Waiver of Jury Trial: Each Party waives its right to a trial by jury in any legal proceeding arising from or in connection with this Agreement.
12.10. Indemnification: The Buyer agrees to defend and indemnify Octavia Carbon against any third-party claims arising from the Buyer’s violation of applicable laws and regulations.
13. Acceptance of Terms
By completing a purchase, the Buyer acknowledges and agrees to these Terms and Conditions, effective immediately upon purchase confirmation.
