Terms And Conditions
By accessing and using our services, you agree to the following terms and conditions, which outline the rules and guidelines governing your interaction with Circonomy web and app platforms.
- 1. Introduction
- These General Terms (the "General Terms") govern access to and use of the digital Monitoring, Reporting and Verification platform operated by Circonomy (the "dMRV Platform").
These General Terms apply to any Project Developer subscribing to the dMRV Platform (the "Project Developer") and form part of the Agreement between the Project Developer and Circonomy, together with the Service Agreement and other referenced documents.
These General Terms form an integral part of the Agreement between Circonomy and the Project Developer and are deemed accepted upon signature of the Service Agreement.
By accessing or using the dMRV Platform, the Project Developer agrees to be bound by these General Terms. - 2. Definitions
- "Agreement" means the Service Agreement together with these General Terms, Circonomy Privacy Policy, and any applicable addenda.
"Circonomy dMRV Platform" means the digital platform developed and operated by Circonomy to support monitoring, reporting, and verification workflows.
"Confidential Information" has the meaning given in the Confidentiality section of these General Terms.
"Project Developer" means the entity subscribing to and using the dMRV Platform.
"Project Developer Data" means all data, information, and materials provided or made available by the Project Developer through the dMRV Platform.
"Services" means the functionalities and services provided through the dMRV Platform, as described in these General Terms and the Service Agreement.
"Service Agreement" means the agreement entered into between Circonomy and the Project Developer governing the commercial and project-specific terms.
"Subscription" means the right granted to the Project Developer to access and use the dMRV Platform for a defined period.
"Subscription Period" or "Term" means the duration of the Subscription as defined in these General Terms or in the Service Agreement.
"Third-Party Services" means any systems, platforms, registries, standards, auditors or external tools that are not controlled by Circonomy but may interface with the dMRV Platform.
"User" means any individual authorized by the Project Developer to access and use the dMRV Platform. - 3. Access to the Platform
- Circonomy grants the Project Developer a non-exclusive, non-transferable right to access and use the dMRV Platform for the duration of the Agreement.
- Access to the dMRV Platform is provided solely as a technical service and does not constitute any form of certification, validation, or approval of the Project Developer's project.
- The Project Developer is responsible for managing access to the platform and ensuring that all Users comply with these General Terms.
- Circonomy reserves the right to suspend or restrict access to the platform in the event of misuse, security risks, or breach of the Agreement.
- Circonomy reserves the right to update, modify, or improve the dMRV Platform and its functionalities at any time. It is expressly agreed that only the latest version of the dMRV Platform will be made available to the Project Developer.
- Circonomy shall provide reasonable prior notice of any material modification to platform functionalities that may significantly affect the Project Developer's operations, workflows, integrations, or reporting processes.
- 4. Service Provided by the Platform
- The dMRV Platform provides a set of tools and functionalities designed to support the monitoring, processing and reporting of project-related data.
In particular, the platform may include functionalities such as:- Collection, structuring and storage of project data;
- Automated checks and data consistency controls;
- Generation of monitoring outputs and reports;
- Integration or interoperability with third-party systems, standards or registries.
These functionalities are intended to support monitoring, reporting and verification workflows but do not replace independent validation, certification or audit processes carried out by third parties. - 5. Use of the Platform
- The Project Developer shall use the dMRV Platform solely for its intended purpose, namely supporting monitoring, reporting, and verification workflows.
The Project Developer shall not:- Use the platform for unlawful, fraudulent, or deceptive purposes;
- Attempt to reverse engineer, copy, or replicate the platform;
- Interfere with the integrity, security, or performance of the platform;
- Use the platform to develop competing products or services.
- 6. Project Developer Responsibilities
- The Project Developer remains solely and entirely responsible for:
- The accuracy, completeness, and integrity of all Project Developer Data submitted to the dMRV Platform;
- Ensuring that all information provided are truthful, up to date, and not misleading in any way;
- The compliance of its project(s) with any applicable standards, methodologies, and regulatory requirements;
- Any decision to use, submit, or rely on outputs generated by the dMRV Platform in the context of third-party processes;
- The actions of its Users and any access granted to the platform.
The Project Developer shall promptly notify Circonomy of any unauthorized access, data breach, or issue affecting the integrity of the data provided. - 7. Cooperation
- The proper functioning of the dMRV Platform requires active and good-faith cooperation between the Parties.
- The Project Developer shall provide all information, data, and documentation reasonably required for the operation of the platform in a timely and accurate manner.
- The Project Developer shall promptly inform Circonomy of any change affecting the project, the data provided, or its compliance with applicable standards or regulations.
- 8. Data and Interoperability
- The dMRV Platform enables the structuring, processing, and formatting of Project Developer Data to support monitoring and reporting workflows.
The Project Developer acknowledges that:- Data may be structured for compatibility with third-party systems, standards, or registries;
- Such interoperability does not itself constitute acceptance, validation, or approval by any third party.
Data processed through the platform may be used in the context of external audit, verification, or certification processes, which are conducted independently from Circonomy.
Circonomy shall not be responsible for any rejection, modification, or reinterpretation of data by third parties. - 9. Audit and Verification Context
- Projects monitored through the dMRV Platform may be subject to independent audits or verification processes conducted by third parties, including a Verification and Validation Body ("VVB") designated by the Project Developer. The Project Developer agrees to cooperate with such processes, and Circonomy shall provide reasonable technical support and relevant data outputs in connection therewith.
During an audit or verification period, Circonomy shall grant the Project Developer's designated VVB read-only access to the production data of the Project for the purpose of the data collection processes, methodologies, and outputs relating to the Project. Such access shall be provided in a timely manner, by the means determined by Circonomy, limited to the data and scope reasonably necessary for the audit, and is conditional on the VVB being bound by confidentiality obligations no less protective than those in these General Terms.
Circonomy shall not be responsible for the outcome of any audit or verification. - 10. Term
- Subscription shall take effect on the date on which the Project Developer accepts these General Terms.
- Unless otherwise agreed in the Service Agreement, the Subscription is entered into for an initial term of twelve (12) months.
- Upon expiry of the initial term, the Subscription shall be automatically renewed for successive periods of the same duration, subject to the General Terms in force at the time of renewal.
- 11. Fees and Payments
- 11.1 Fees and Payment
- All fees and charges applicable to the Project Developer are set out in the Service Agreement. The Project Developer acknowledges that it has reviewed and accepted such fees prior to subscribing to the Services.
- Unless otherwise specified, all payments shall be made within thirty (30) days from the date of invoice and are non-refundable.
- Invoices shall be issued electronically to the Project Developer's designated administrator or any person designated by the Project Developer.
- All costs associated with the payment of fees, including bank charges or transfer fees, shall be borne by the Project Developer.
- No action or service shall be performed by Circonomy until all applicable fees have been paid in full.
- Circonomy reserves the right, upon at least forty-five (45) days' prior notice, to modify the applicable fees or charges. In such case:
- The Project Developer may terminate the Subscription in accordance with the Termination section;
- The Subscription shall continue until the end of the current term and shall not be renewed if the Project Developer does not accept the new fees;
- Continued use of the dMRV Platform after the effective date of the updated fees shall constitute acceptance of such fees;
- VAT or any applicable taxes shall be applied at the rate in force at the time of invoicing.
11.2 Late Payment
In the event of late payment, Circonomy reserves the right, from the day following the due date indicated on the invoice, to:- Immediately suspend access to the dMRV Platform without prior notice until full payment is received; and
- Charge interest on overdue amounts at a rate equal to 1.5% per month (or the maximum rate permitted by applicable law, if lower); and
- Apply a fixed indemnity of forty euros ($US 50) for recovery costs, without prejudice to any additional compensation where recovery costs exceed this amount.
- 12. Termination
- 12.1 Termination for Convenience
The Subscription may be terminated by either Party by providing written notice to the other Party no later than one (1) month prior to the end of the then-current term.
Any Subscription period commenced shall be due in full and is non-refundable.
The Project Developer shall retain access to the dMRV Platform until the end of the current Subscription period.
Upon termination or expiration of the Subscription:- The Project Developer shall no longer have access to the dMRV Platform or the Services;
- Circonomy shall continue to provide access to the dMRV Platform until the end of the then-current Subscription period;
- The Project Developer shall remain liable for all fees incurred prior to termination;
- All provisions which by their nature are intended to survive shall remain in force, including but not limited to Confidentiality, Intellectual Property, Representations, Warranties and Disclaimer, Limitation of Liability and Indemnification, and payment obligations.
Circonomy may suspend access to the dMRV Platform, in whole or in part, at any time, with or without prior notice, if it reasonably suspects:- A breach of these General Terms of Circonomy dMRV Platform or the Service Agreement;
- Non-compliance with applicable laws or regulations;
- Provision of false, incomplete, or misleading information;
- Unauthorized, fraudulent, or improper use of the platform;
- A risk to the security, integrity, or proper functioning of the platform;
- Any conduct that could harm Circonomy or its reputation.
- Permanently suspend access to the dMRV Platform; and/or
- Terminate the Subscription for breach by the Project Developer.
12.3 Termination for Breach
Without prejudice to its right to suspend access to the dMRV Platform, Circonomy may terminate the Subscription with immediate effect in the event of a serious breach by the Project Developer. Such breaches include, but are not limited to:- Fraudulent or unlawful use of the dMRV Platform;
- Provision of false, incomplete, or misleading information;
- Breach of intellectual property rights;
- Breach of confidentiality obligations;
- Repeated or material breaches of the Agreement.
In the event of termination for breach:- Access to the dMRV Platform may be terminated immediately;
- Any fees due for the current Subscription period shall remain payable and non-refundable.
- 13. Intellectual Property
- All rights, title, and interest in the dMRV Platform, including its software, systems, structures, database, documentation, and any related materials, remain the exclusive property of Circonomy.
- All elements developed or made available by Circonomy in connection with the Services, including dashboards, report templates, data structures and methodologies, remain the exclusive property of Circonomy. The project-specific reports, datasets and monitoring outputs generated from the Project Developer Data for the Project shall belong to the Project Developer.
- The Project Developer retains ownership of its Project Developer Data.
- The Project Developer grants Circonomy the right to process, store, and use the Project Developer Data for the purpose of providing the Services and fulfilling its obligations under the Agreement.
- Circonomy may use aggregated and anonymized data for the purpose of improving the Services, provided that such data does not identify the Project Developer.
- The Project Developer acknowledges and agrees that the rights and licenses granted under the Agreement are solely for the purpose of accessing and using the dMRV Platform.
- The Project Developer may not transfer, assign, or sublicense its rights, access, or account(s), in whole or in part, to any third party without the prior written consent of Circonomy.
- The Project Developer agrees to promptly notify Circonomy in writing of any unauthorized use, copying, or infringement of Circonomy's intellectual property rights of which it becomes aware.
- 14. Confidentiality
- Each Party agrees to treat as confidential any information received from the other Party that is designated as confidential or that should reasonably be understood to be confidential (the "Confidential Information").
Confidential Information shall also include project methodologies, monitoring structures, commercial models, geospatial data, carbon accounting approaches, financial information, and any non-public operational information disclosed by either Party.
Confidential Information shall be used solely for the performance of the Agreement and shall not be disclosed to any third party without the prior written consent of the disclosing Party.
The receiving Party shall implement reasonable measures to protect Confidential Information from unauthorized disclosure or use, using at least the same degree of care as it uses to protect its own confidential information.
The obligations of confidentiality under this section shall survive for a period of five (5) years following the termination or expiration of the Agreement.
Confidential Information shall not include information that:- Is or becomes publicly available without breach of the Agreement by the receiving Party;
- Was lawfully known to the receiving Party prior to disclosure;
- Is lawfully received from a third party without breach of any confidentiality obligation;
- Is independently developed by the receiving Party without reference to the Confidential Information.
The obligations of confidentiality shall extend to all Users, employees, contractors, collaborators, consultants, trainees, and agents of each Party who have access to such Confidential Information. - 15. Personal Data
- Processing of personal data in connection with the use of the dMRV Platform is governed by Circonomy's Privacy Policy.
The Project Developer acknowledges having read and accepted the Privacy Policy and agrees to comply with applicable data protection laws when providing personal data through the dMRV Platform.
The Project Developer is responsible for ensuring that it has obtained all necessary consents and authorization for the transfer and processing of personal data by Circonomy. - 16. Representations, Warranties, and Disclaimer
- 16.1 Representations and Warranties of the Project Developer
The Project Developer represents and warrants, for the entire duration of the Agreement, that all information, data and materials provided to Circonomy, whether directly or through the dMRV Platform, are accurate, complete, up to date and not misleading in any respect. The Project Developer further represents that it has fully verified all such information prior to any submission and shall ensure that any updates or corrections are promptly communicated.
In particular, the Project Developer represents and warrants that:- It holds all necessary rights, titles, licenses and authorizations to use and provide the Project Developer Data, and that such use does not infringe any third-party rights;
- It complies with all applicable laws, regulations, standards and methodologies relevant to its project;
- Any project monitored through the dMRV Platform is not subject to double counting, duplicate registration or conflicting claims under any certification scheme, registry or mechanism for the same activity or crediting period;
- All information, declarations and representations made to Circonomy or to any third party (including auditors or registries) are true, complete and not misleading;
- It is duly organized, validly existing and in good standing under the laws of its jurisdiction, and has full authority to enter into and perform the Agreement.
16.2 Representations and Warranties of Circonomy
Circonomy represents and warrants that:- It has the necessary rights, licenses, authorizations and capacity to operate the dMRV Platform and to provide the Services in accordance with the Agreement.
- It shall perform the Services in a professional manner, with reasonable care and skill, consistent with generally accepted industry standards;
- The use of the dMRV Platform in accordance with the Agreement does not infringe the intellectual property rights of any third party.
The Project Developer acknowledges that the dMRV Platform and the Services are provided on an "as is" and "as available" basis.Circonomy does not warrant that the dMRV Platform will be uninterrupted, error-free or free from defects, and its performance may be affected by factors outside Circonomy's control, including network conditions and third-party systems.
The Project Developer remains solely responsible for the data it provides and for ensuring its accuracy and compliance.Circonomy provides a technical infrastructure to support monitoring, reporting and verification workflows and does not act as a certification body, verification entity or registry. All validation, verification and issuance decisions are made independently by third parties.
Circonomy does not guarantee the validation, verification, certification, registration or issuance of any project or carbon credits, or the acceptance of any data or outputs by any standard, registry, auditor or authority. These outcomes depend on the projects' performance and on the decisions of independent third parties.
Circonomy shall not be responsible for third-party systems or for any decisions or actions taken by such parties.
The Project Developer remains solely responsible for its use of the dMRV Platform and Circonomy shall not be liable for any consequences arising from such use. - 17. Limitation of Liability and Indemnification
- 17.1 Limitation of Liability
Circonomy shall be liable only for direct damages suffered by the Project Developer and resulting directly from a proven failure by Circonomy to comply with its obligations under the Agreement.
Circonomy shall not be liable for any indirect, incidental, special or consequential damages, including but not limited to:- Loss of profits, revenue, or business opportunities;
- Loss of data or use of data;
- Loss of contracts or commercial opportunities;
- Damage to reputation or third-party claims.
In particular, Circonomy shall not be liable for any damages arising from:- Any inaccuracy, incompleteness or inconsistency in Project Developer Data;
- Any loss or corruption of data resulting from misuse of the dMRV Platform by the Project Developer or its Users;
- Any failure, malfunction or limitation of equipment, systems or infrastructure not provided or controlled by Circonomy, including the Project Developer's own equipment or third-party hosting environments;
- Any interruption or degradation of service caused by telecommunications networks, internet services, or external systems;
- Any use of the dMRV Platform in a manner that is not compliant with the Agreement or applicable instructions;
- Any event of force majeure as defined in the Agreement;
- Any decision, validation, rejection or action taken by third-party standards, registries, auditors or authorities.
17.2 Indemnification
The Project Developer agrees to indemnify, defend and hold harmless Circonomy, its affiliates, and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:- Any breach by the Project Developer of the Agreement;
- Any use of the dMRV Platform that is unlawful or not in accordance with the Agreement;
- Any inaccuracy, incompleteness or misleading nature of the Project Developer Data provided;
- Any claim by a third party relating to the Project, the Project Developer Data, or the Project Developer's use of the dMRV Platform;
- Any failure by the Project Developer to comply with applicable laws, standards or regulations.
- 18. Modifications
- Circonomy reserves the right to modify or update these General Terms, as well as any related guidelines or policies applicable to the dMRV Platform, including to reflect changes in the Services, developments in applicable standards or regulatory requirements, or to improve clarity and usability.
Updated versions shall be communicated to the Project Developer by reasonable means, including via the dMRV Platform or by electronic communication.
In the event of a material modification, Circonomy shall provide prior notice of at least thirty (30) days before such modifications take effect, unless such changes are required to comply with applicable law or to address urgent security or operational risks.
If the Project Developer does not accept the modified General Terms, it may terminate the Subscription in accordance with the Termination provisions of the Agreement. In such case, the General Terms in force prior to the modification shall remain applicable until the end of the current Subscription period.
In the absence of termination, continued use of the dMRV Platform after the effective date of the modified General Terms shall constitute acceptance of such modifications.
For the avoidance of doubt, any modification of these General Terms shall not affect the terms of the Service Agreement in force between the Parties, unless expressly agreed in writing. - 19. Force Majeure
- Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay is due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, cyberattacks, government actions, epidemics, or failures of public infrastructure.
The affected Party shall promptly inform the other Party of the occurrence of such event and use reasonable efforts to resume performance as soon as practicable.
Where such event continues for a period exceeding thirty (30) days, either Party may terminate the Agreement upon written notice. - 20. Governing Law and Dispute Resolution
- These General Terms and the Agreement shall be governed by and construed in accordance with the laws of Singapore.
Any dispute arising out of or in connection with the Agreement shall first be subject to an attempt at amicable settlement between the Parties for a period of two (2) months from the date on which one Party notifies the other of the dispute.
If the dispute is not resolved within such period, the dispute shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the dispute. The seat and venue of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator appointed in accordance with the SIAC Rules. The language of arbitration shall be English. The arbitral award shall be final and binding upon the Parties. - 21. General Provisions
- 21.1 Technical Assistance
Technical support for the dMRV Platform is available during Circonomy business hours, as communicated to the Project Developer
Circonomy shall use reasonable efforts to provide assistance and resolve issues reported by the Project Developer. Support requests may be submitted via Circonomy's designated support channels:
21.2 Maintenance and Availability
Circonomy shall use reasonable efforts to ensure that the dMRV Platform is available and functioning properly. However, access to the platform may be temporarily suspended or restricted for maintenance, updates, or improvements. Circonomy shall endeavour to minimize the duration and impact of such interruptions.
21.3 Relationship Between the Parties
Nothing in the Agreement shall be construed to create any partnership, joint venture or agency relationship between the Parties. Each Party acts as an independent contractor.
21.4 Assignment
The Project Developer may not assign or transfer the Agreement, in whole or in part, without the prior written consent of Circonomy. Circonomy may assign the Agreement to an affiliate or in connection with a merger, acquisition, or transfer of its business.
21.5 No Third-Party Beneficiaries
The Agreement is entered into solely for the benefit of the Parties. It does not confer any rights upon any third party.
21.6 Severability
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
21.7 Waiver
The failure of either Party to enforce any provision of the Agreement shall not constitute a waiver of that provision or of the right to enforce it at a later time.
21.8 Notices
All notices and communications under the Agreement shall be made in writing.
If to Circonomy:Circonomy Pte Ltd21 Jalan JelitaSingapore 278345Email:hello@circonomy.co
If to the Project Developer:To the address and contact details provided by the Project Developer in the Service Agreement or at the time of registration, as updated from time to time; or to the Project Developer Administrator email address.