Terms and Conditions of Sale of Environmental Credits

Version 2.0 — August 31, 2026

These Terms govern every purchase of Environmental Credits on the Carrot platform, by consumers (individuals) and businesses; individually negotiated corporate purchases may additionally be governed by a master agreement that prevails where it so provides (Clause 1.4). For buyers domiciled in Brazil, the Portuguese-language version of these Terms is the governing text; for all other buyers, this English version governs.

1. Who we are and what these Terms govern

1.1. These Terms and Conditions ("Terms") govern the purchase of Environmental Credits from Carrot Fndn, a foundation established under Articles 80 et seq. of the Swiss Civil Code, with registered seat in Zug, Switzerland, c/o Sielva Management SA, Gubelstrasse 11, 6300 Zug, UID CHE-152.448.302 ("Foundation" or "Carrot").

1.2. Support: support@carrot.eco (Portuguese-language support available for buyers in Brazil). Data-protection officer: legal@carrot.eco.

1.3. By completing a purchase, you (the "Buyer") enter into a contract of definitive cession of Environmental Credits with the Foundation, on the terms below. These Terms apply together with the Foundation's General Terms and Conditions (the "Website Terms") and Privacy Policy; in case of conflict regarding the purchase of Credits, these Terms prevail.

1.4. Buyers and scope. These Terms govern every purchase of Environmental Credits made on the Carrot platform, by consumers (individuals, or whoever acquires as final recipient) and by businesses (legal entities). Other products and services offered on the platform — such as memberships, data and API access, and certification services based on the Carrot Network's verified data (for example, zero-landfill certification, product passports evidencing recycled-content use, inset tracking, or scope-3 hauling documentation) — are contracted under their own separate terms, are not sales of Credits, and do not by themselves confer Environmental Claims; nothing in these Terms governs them, and their contracting does not alter the nature of the Credit purchase under Clause 3. Provisions addressed to the "consumer Buyer" (in particular Clause 7) apply only where consumer-protection rules are applicable. Individually negotiated corporate purchases may additionally be governed by a master B2B agreement, which supplements and, where it so provides, prevails over these Terms for that transaction.

2. Definitions

• "Environmental Credit" or "Credit": an intangible, book-entry, individualized asset representing a verified environmental contribution — (i) a "Recycling Credit" (TRC): a determined mass of waste effectively recycled or reused, verified under an approved Methodology; or (ii) a "Carbon Credit" (TCC): one metric tonne of CO₂-equivalent emissions reduced or removed, verified under an approved Methodology. For Credits under Clause 5.4, "approved Methodology" includes the applicable third-party standard or methodology there designated.
• "Carrot Registry": the book-entry registry maintained and operated by the Foundation, under Swiss law, from its seat in Switzerland, in which Credits are issued, recorded, transferred, and retired, and in which Credits are situated. The Carrot Registry uses distributed-ledger (blockchain) technology as its form of record-keeping and proof of integrity: Credits are recorded as digital ("tokenized") registry entries — the origin of the "T" in the TRC and TCC acronyms. Tokenization is the registry's form of book-entry recording; it does not make a Credit a cryptocurrency, a means of payment, or a financial instrument. The Carrot Registry records the holder's own title in the manner of a register of ownership; the Foundation acts as issuer and registry operator, not as depositary, custodian, or safekeeper of assets for the holder.
• "Account": the holder's account on the Carrot platform, in which Credits in Registry Holding and Credits already retired in the holder's name are recorded, with the corresponding Certificates.
• "Registry Holding": the state of a Credit owned by the holder, not yet retired, recorded in the holder's Account and capable of Retirement or Transfer under Clause 6.
• "Transfer": the definitive cession of a Credit in Registry Holding to another Account holder, recorded in the Carrot Registry (Clause 6).
• "Retirement": the definitive and irreversible cancellation of a Credit in the Carrot Registry — or, for Credits under Clause 5.4, in the applicable third-party registry — in the name of the designated beneficiary, which consumes the Credit and is the sole act that entitles the beneficiary to report the corresponding environmental contribution ("Environmental Claims").
• "Certificate": the document issued by the Foundation after Retirement, identifying the beneficiary, quantity, type, vintage, lot, and the public verification reference (including the associated data identifiers — RecycledID for TRC, GasID for TCC), together with any non-transferable digital acknowledgment (receipt token) issued to the Buyer or beneficiary, which serves solely as evidence of Retirement and confers no rights, value, transferability, or function beyond such evidence.
• "Methodologies": the measurement, reporting, and verification (dMRV) methodologies approved within the Carrot Network.
• "holder": any person recording Credits in an Account, whether acquired by purchase or by Transfer. Opening an Account requires acceptance of these Terms, which bind every holder.
• "Delivery": the recording or Retirement of Credits under Clause 5.

3. Nature of the transaction — what you buy (and what you do not buy)

3.1. The purchase governed by these Terms is the definitive acquisition of an intangible asset (the Credit), destined for environmental contribution through Retirement — immediate or future — in the name of the Buyer or of a beneficiary the Buyer designates within the limits of these Terms.

3.2. What the purchase is not: (i) it is not a provision of services; (ii) it is not an investment, security, public offering, bond, equity interest, or right to income — the Credit confers no expectation of profit, and the Foundation promises no liquidity, repurchase, or appreciation; (iii) it is not a cryptocurrency or a means of payment; (iv) it confers no rights over the Foundation, the Carrot Network, or their intellectual property.

3.3. Purpose of contribution. The value of the Credit is realized through its Retirement. Registry Holding and Transfer (Clause 6) exist to give flexibility of use — including the Buyer's own reporting calendars — and are not an invitation to speculation. The Foundation's commercial communication is not investment advice. The Carrot Registry, the Methodologies, and the public verification pages are open infrastructure, maintained for the network as a whole and consultable by anyone without charge; the Credit is the private, tradable asset issued on that infrastructure. The issuance, registration, and Retirement of Credits and the maintenance of the Carrot Registry are inherent attributes of the Credits and of the Foundation's role as issuer and registry operator; they are not services rendered to the Buyer, and no part of the price is consideration for them. The Credits sold derive from environmental claims exclusively and irrevocably assigned to the Foundation by the network's participants under the network terms; the Foundation sets Credit prices at its sole discretion, and no participant, Buyer, or other person is entitled to have Credits offered at any particular price. Distributions of sale proceeds to participants are governed by the network terms, not by these Terms.

3.4. Voluntary claims; no corresponding adjustment. Credits are sold for voluntary Environmental Claims. They are not internationally transferred mitigation outcomes (ITMOs) under Article 6 of the Paris Agreement; no corresponding adjustment by any state is provided, procured, or implied; and no Credit is a compliance instrument under any emissions trading or compliance system.

3.5. Professional resale only by accreditation. The intermediation, distribution, or professional resale of Credits — including by platforms that acquire in order to resell — is permitted only under a specific accreditation agreement with the Foundation, which governs the intermediary's obligations toward its customers and the rules of the countries where it operates. These Terms do not authorize any public offering of Credits by third parties.

4. Purchase, price, and payment

4.1. Purchases are made on the Carrot platform upon acceptance of these Terms at checkout.

4.2. Price and taxes. The price is the one displayed at checkout, in the currency there indicated, with applicable taxes identified ("taxes included" or itemized, as the case may be). Taxes, charges, or payment-method costs borne by the Buyer (for example, IOF on international transactions for buyers in Brazil) are disclosed at checkout or charged by the card issuer or payment provider, as applicable law provides. For consumers, the purchase of Credits is not deductible for income-tax purposes and is not a charitable donation.

4.3. Payment methods: those available at checkout (card, PIX, bank transfer, or others), processed by payment service providers. The purchase is confirmed upon payment approval. For purchases paid by bank transfer, the sale completes upon credit of cleared funds to the Foundation's account, and the Credits are recorded in the Buyer's Account (or retired, per the chosen mode) within 5 (five) business days of confirmed funds clearing, unless a master B2B agreement provides a different schedule.

4.4. Purchase documents: the Buyer receives the Foundation's invoice and, where applicable, the corresponding Brazilian electronic fiscal document, plus the Certificate whenever Retirement occurs.

4.5. Chargebacks. If a payment is reversed or charged back, the Foundation may suspend delivery, Transfers, Retirements, and Certificate issuance related to the affected purchase while the reversal is pending, and may treat an upheld reversal as termination of the purchase. In that case: for Credits from that purchase still in Registry Holding, cancellation of the Credits settles the matter and no price remains due for them; for Credits already retired or transferred before the reversal, the corresponding price remains due — all without prejudice to non-waivable consumer rights.

4.6. Promotional credits. Free or promotional Credits are governed by the specific campaign rules published with each campaign.

4.7. Buyer identification and domicile. Purchase, Registry Holding, and Transfer require registration with truthful, complete, and current data. The Buyer declares their country and address of domicile and authorizes the Foundation to use payment data and IP/geolocation to determine the applicable tax jurisdiction and the applicable version of these Terms. The Buyer warrants the accuracy and currency of this information.

5. Delivery: immediate Retirement or Registry Holding

5.1. At checkout, the Buyer chooses between:

(a) Immediate Retirement — upon payment confirmation, the Foundation records the Credits in the Carrot Registry as acquired by the Buyer and, immediately and as part of the same registry settlement, executes the Buyer's express Retirement instruction (Clause 7.3), retiring the Buyer's Credits in the name of the Buyer or of the beneficiary the Buyer designates. Title passes to the Buyer upon the registry recording; Retirement is the consumption of the Buyer's own Credits pursuant to the Buyer's instruction. No separate fee is charged for Retirement.

(b) Registry Holding — the Credits are recorded in the Buyer's Account, for future Retirement (at any time, on the Buyer's instruction, in the Buyer's name or that of an identified designated beneficiary) or Transfer under Clause 6.

5.2. In either mode, the Account displays the Credits with type, quantity, lot, and vintage. Once Retirement occurs, the Foundation issues the Certificate and makes the public verification reference available in the Carrot Registry. Retirement is definitive and irreversible.

5.3. Credits in Registry Holding do not confer Environmental Claims (Clause 2, "Retirement") — reporting the contribution requires Retirement.

5.4. Credits linked to third-party registries and standards. The Foundation may issue and sell Credits under third-party methodologies, standards, or programs, or linked to credits issued in third-party registries (for example, international carbon certification programs and registries). Credits issued and maintained in third-party registries are delivered exclusively in the manner of Clause 5.1(a), applied mutatis mutandis to the origin registry — immediate Retirement in the origin registry, in the name of the designated beneficiary — and are not eligible for Registry Holding or Transfer in the Account. The Foundation designates at the point of sale, per Credit type, the available delivery modes and the registry in which Retirement occurs. The Foundation may enable segregated holding of third-party-registry credits in the future, through an update of these Terms.

6. Registry Holding and Transfer

6.1. The holder may keep Credits issued in the Carrot Registry in Registry Holding for as long as they wish, retire them at any time (in their own name or that of an identified third party they designate), and transfer them under this Clause. Credits linked to third-party registries follow Clause 5.4.

6.2. Transfer conditions: (i) the transferee must hold an Account with approved registration and verification (KYC/KYB); (ii) transfers to sanctioned persons or in violation of anti-money-laundering rules are prohibited, and the Foundation may refuse or suspend transfers in those cases; (iii) the Transfer is recorded in the Carrot Registry and is definitive — the transferor loses all rights over the transferred Credit; (iv) any payment between transferor and transferee is exclusively their relationship, outside the platform — the Foundation does not intermediate, does not price, and does not guarantee liquidity or a counterparty; (v) the Foundation may charge a fixed administrative fee for processing a Transfer, disclosed in advance — never a fee calculated on the value of any exchange between the parties.

6.3. The Foundation operates no market. The platform is not an exchange, organized over-the-counter facility, or trading system for Credits; there is no order book, no public price formation, no quotations, and no intermediation or matching of dealings between holders by the Foundation.

6.4. Accredited intermediaries. The acquisition of Credits for professional resale follows Clause 3.5 (accreditation agreement). The accredited intermediary is fully responsible, toward its customers, for the obligations of the resale — including consumer and tax rules of the countries where it operates.

7. Right of withdrawal (consumer Buyers)

7.1. The consumer Buyer may exercise the right of withdrawal within the legal period of their domicile — in Brazil, 7 (seven) calendar days from purchase confirmation (Article 49 of the Consumer Defense Code); in the European Economic Area and the United Kingdom, 14 days from the day the contract is concluded (purchase confirmation), subject to Clause 7.3 — through the support channel (Clause 1.2), with identity confirmation and immediate acknowledgment of receipt of the request. Consumers in the EEA and the UK may use the model withdrawal form, but it is not obligatory; refunds are made without undue delay and in any event within 14 days of the withdrawal request. If the law of your country provides no withdrawal right, purchases are final once completed — Clause 7.4 and our support policy still apply.

7.2. Effects, according to the state of the Credit at the time of the request:

(a) Credits in Registry Holding: the purchase is undone — the Credits return to the Foundation and the full amount is refunded by the same payment method, immediately, monetarily adjusted where required by law.

(b) Credits retired at the Buyer's express request (Clauses 5.1(a) and 7.3): for consumers whose domicile preserves the withdrawal right in this case (including Brazil), the Foundation refunds the full amount paid, by the same payment method, monetarily adjusted where required by law; the retired Credit does not return — it is absorbed by the Foundation. Support may not refuse a refund requested within the legal period.

(c) Credits transferred to a third party: the refund is conditioned on the return of the Credits to the Buyer's Account before exercise — if return is not possible, the withdrawal produces no refund, without prejudice to the consumer's non-waivable legal rights.

7.3. Consent to immediate execution. By choosing immediate Retirement at checkout, the Buyer declares, through a separate, dedicated checkbox that is never pre-ticked and must be actively checked, that: (i) they request that the Foundation retire the Credits immediately upon payment confirmation, before the end of any withdrawal period; (ii) they understand that they are acquiring a Credit that will be immediately and irreversibly retired and can no longer be transferred or returned; and (iii) they acknowledge that, once Retirement occurs, they lose their right of withdrawal — except where the law of their domicile preserves it (in Brazil, Clause 7.2(b) applies). In the European Economic Area and the United Kingdom, this express consent and acknowledgment extinguish the right of withdrawal upon full performance (Articles 16(a) and 16(m) of Directive 2011/83/EU and their UK equivalents, whichever applies). The declaration is recorded with date, time, content, and Terms version, and the purchase confirmation restates this consent and acknowledgment on a durable medium (e-mail).

7.4. After the legal period, the transaction is consummated. Later requests are handled under the Foundation's support policy, which may, at its discretion and as a commercial courtesy, offer equivalent credits — without this constituting a legal obligation.

7.5. No application to business purchases. The withdrawal right in this Clause is a consumer right and does not apply to purchases made by businesses in the exercise of their professional activity, except where a legal entity qualifies as a consumer (final recipient) under applicable law and case law.

8. Retirement, public proof, and personal data

8.1. Retirement is recorded in the Carrot Registry with a publicly consultable reference (the Certificate page), which proves: beneficiary, quantity, type, vintage, lot, and date.

8.2. Beneficiary privacy. In the public record, an individual is identified by civil name only with their authorization (opt-in); otherwise, by a non-sensitive identifier. The private Certificate contains the full identification. Legal entities are identified by corporate name and registration number.

8.3. Personal data is processed in accordance with the Privacy Policy and applicable law (including the Swiss FADP and, where applicable, the LGPD for data subjects in Brazil and the GDPR), including the published information on international data transfers.

9. Registration, identification, and anti-money-laundering

9.1. The Foundation may request information and documents proportional to the value and profile of the operation (KYC/KYB/AML) and may refuse or undo operations that violate international sanctions or anti-money-laundering rules. Verification may be performed by payment or identity providers on the Foundation's behalf.

9.2. The Buyer declares that: (i) they are over 18 and legally capable (or a legal entity duly organized, acting through an authorized representative); (ii) the funds used are of lawful origin; (iii) they are not on sanctions lists (UN, EU, US/OFAC, Swiss SECO) and are not domiciled in an embargoed jurisdiction; (iv) they purchase in their own name (or that of the organization they represent) and for their own account.

10. Warranties and liability

10.1. The Foundation warrants that the Credits sold: (i) exist and are validly issued in the Carrot Registry in accordance with the Methodologies or, for Clause 5.4 Credits, validly issued in the designated third-party registry under the designated standard; (ii) are owned by the Foundation and free of encumbrances at delivery; (iii) have not been double-sold or double-counted; and (iv) will be recorded, transferred, and retired as provided in these Terms.

10.2. The Foundation is liable for defects of the transaction under applicable law, including the Consumer Defense Code where applicable. Nothing in these Terms excludes or limits consumer rights established by mandatory consumer-protection laws.

10.3. IN RELATIONSHIPS NOT SUBJECT TO MANDATORY CONSUMER-PROTECTION LAWS, THE FOUNDATION'S TOTAL LIABILITY IS LIMITED TO THE AMOUNT EFFECTIVELY PAID BY THE BUYER IN THE TRANSACTION, EXCEPT IN CASES OF FRAUD, WILFUL MISCONDUCT, OR GROSS NEGLIGENCE. Some jurisdictions do not allow the exclusion or limitation of certain damages or warranties; in those jurisdictions this limitation applies only to the extent permitted by law.

10.4. The Foundation will use reasonable efforts to keep the platform and the Carrot Registry available and intact, but does not answer for temporary unavailability caused by maintenance, force majeure, or third-party failures, in which case the periods in these Terms are suspended for the corresponding time. The Foundation makes no representation as to any value or price of Credits at any time and is not liable for the consequences of the holder's decision to hold rather than retire Credits, nor for losses arising from Transfers between holders.

11. Environmental Claims and use of the Certificate

11.1. Only after Retirement may the beneficiary report the corresponding Environmental Claims (reports, institutional communication, fulfillment of voluntary commitments), always with reference to the Certificate and without altering its content. Reporting a contribution based on Credits in Registry Holding is prohibited. Use of the Certificate by a designated beneficiary constitutes acceptance of this Clause 11.

11.2. The beneficiary's public statements based on Credits must comply with the laws applicable to such statements — including consumer-protection and environmental-claims rules and disclosure statutes where applicable (such as the US FTC Green Guides and California AB 1305) — and must not report the same Retirement under more than one program, standard, or claim. Every Environmental Claim must be presented as a voluntary claim, without any corresponding adjustment under Article 6 of the Paris Agreement having been made, procured, or represented. The Foundation maintains public per-project verification pages substantiating origin, methodology, verification, and retirement status.

11.3. The holder acquires no rights over trademarks, software, Methodologies, or any intellectual property of the Foundation or the Carrot Network, beyond the use of the Certificate under Clause 11.1. The beneficiary may reproduce the Certificate and public registry references in sustainability reports, regulatory filings, assurance processes, and stakeholder communications.

12. Recurring purchases

12.1. The Buyer may opt into a recurring Credit purchase plan, authorizing periodic charges destined, each cycle, to the acquisition of Credits with the chosen destination (immediate Retirement or Registry Holding, Clause 5.1). A recurring purchase is the periodic acquisition of an asset — not the contracting of a subscription or continuous-compensation service.

12.2. Each charge constitutes an autonomous purchase, individually documented. The price of each cycle is the one in force on the charge date; changes are communicated at least 30 (thirty) days in advance and apply only to future cycles.

12.3. Cancellation at any time, through the Account or the support channels, effective from the following cycle — without penalty. The amount, frequency, and cancellation method are disclosed before enrollment, and cancellation is available online.

12.4. The right of withdrawal (Clause 7) applies autonomously to each recurring charge.

12.5. A failed charge suspends the corresponding cycle's delivery, with no obligation of the Foundation until payment is confirmed.

13. Taxes

13.1. Each party bears the taxes the law attributes to it. The Foundation bears the Swiss taxes on its activity and, where required, collects Brazilian taxes on consumption (CBS/IBS) as a registered non-resident supplier, issuing the corresponding fiscal document.

13.2. Prices are exclusive of value-added, sales, or consumption taxes except as displayed at checkout; where the Foundation is required by law to collect such taxes, they are identified on the checkout screen and stated on the invoice or fiscal document. Amounts collected under a split-payment or self-assessment mechanism are accounted for under that mechanism.

13.3. For business Buyers, the specific allocation of taxes, withholdings, and any gross-up in individually negotiated transactions may be detailed in the master B2B agreement or in the invoice conditions.

13.4. Resale and transfer: taxes on Transfers between holders and on resale by accredited intermediaries are the exclusive responsibility of the respective parties, under the law of each jurisdiction.

14. Amendments; entire agreement; assignment

14.1. The Foundation may update these Terms at any time, publishing the new version and date. The version applicable to each purchase is the one accepted at the respective checkout, archived and available to the Buyer. Changes affecting Credits already in Registry Holding take effect only 30 (thirty) days after individual notice (e-mail and Account); until then, the holder may retire or transfer the Credits under the previous version. Changes required by law may take effect earlier, with notice. For purchases under a master B2B agreement, the applicable version is the one attached to or designated in that agreement.

14.2. Entire agreement. These Terms, the documents expressly referred to in them, and the essential information of the checkout constitute the entire agreement on the purchase. Technical materials, white papers, protocol documentation, and marketing communications are informative and do not form part of the contract, unless expressly incorporated — without prejudice to laws under which public statements and advertising are binding on the Foundation or form part of what the Buyer is entitled to receive.

14.3. Assignment. The Buyer may not assign their contractual position under these Terms without the Foundation's prior written consent. The Transfer of Credits is governed by Clause 6, not by this Clause.

15. Governing law, forum, and language

15.1. These Terms are governed by Swiss law, subject to the public-order and consumer-protection rules of the Buyer's domicile — in Brazil, in particular the Consumer Defense Code — which prevail where mandatory.

15.2. Where mandatory law gives a consumer the courts of their own domicile — including consumers domiciled in Brazil and consumers domiciled in states bound by the Lugano Convention — that forum prevails. In all other cases, the courts of Zug, Switzerland have exclusive jurisdiction.

15.3. The parties will seek amicable resolution through the support channels before formal measures.

15.4. Language. For Buyers domiciled in Brazil, the Portuguese version of these Terms governs; for all other Buyers, this English version governs. Translations are provided for convenience.