Policies

SCR - Validation and Varification Body (VVB)Agreement

1. Definitions and Interpretation

1.1 Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out Below:

• “Agreement” means this VVB Agreement, including all Schedules, as amended from time to time.

• “Applicable Program” means any program administered by SCR that is listed in Schedule 2, together with any standards, rules, requirements, and procedures applicable to that program.

• “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one party to the other, whether in written, electronic, or oral form, and whether marked as confidential or not, that a reasonable person would understand to be confidential in the circumstances.

• “Effective Date” means the date on which this Agreement is executed by both Parties.

• “Instruments” means the units or credits issued, transferred, or retired within the SCR under the relevant Applicable Program, representing environmental benefits such as greenhouse gas (GHG) emission reductions or removals.

• “SCR” means the Sustainable Carbon Registry, a registry platform operated and administered by Sustainable Carbon Registry (SCR), with its principal office at 1207 Delaware Ave #3971, Wilmington, DE 19806, USA.

• “Service Period” means the period during which the Service Provider is approved to provide validation and/or verification services under this Agreement.

• “Service Provider” or “VVB” means the organization entering into this Agreement with SCR for the purpose of providing validation and verification services for Applicable Programs.

• “Standards” means all rules, methodologies, guidance, and requirements adopted by SCR as part of the Applicable Program.

• “User” means any organization, entity, or individual that maintains an account in the SCR and seeks to use the services of a Service Provider for validation and/or Verification.

1.2 Interpretation

(a) Words importing the singular include the plural and vice versa.

(b) References to “including” or “includes” mean “including without limitation.”

(d) References to any law, rule, or regulation include amendments, updates, or replacements of that law, rule, or regulation.

(e) In the event of inconsistency between this Agreement and the Program Rules, the Program Rules shall prevail.

2. Approval of Service Provider

2.1 Approval

SCR may approve the Service Provider to conduct validation and/or verification services under one or more Applicable Programs, subject to the terms of this Agreement and the Program Rules. Approval shall be limited to the scopes and program areas specified in

Schedule 2.

2.2 Conditions of Approval

Approval by SCR is subject to the Service Provider meeting and maintaining the following conditions:

(a) Accreditation by a recognized accreditation body in accordance with ISO 14065 or any other accreditation standard accepted by SCR.

(b) Demonstrated technical competence and sufficient resources to provide validation and verification services.

(c) Independence, impartiality, and the absence of conflicts of interest in performing validation and verification services.

(d) Compliance at all times with this Agreement, the Program Rules, and any additional guidance issued by SCR.

2.3 Continuing Requirements

The Service Provider shall:

(a) Promptly notify SCR of any changes to its accreditation status, ownership, structure, staffing, or capacity that may affect its ability to perform services;

(b) Submit to periodic reviews and oversight by SCR, as set out in Part 4 of this Agreement; and

(c) Maintain all approvals, licenses, and authorizations required by applicable laws and regulations in jurisdictions where the services are performed.

2.4 No Guarantee of Work

Approval by SCR does not guarantee that the Service Provider will be engaged by Users to provide validation or verification services. Users are free to select any approved Service Provider.

2.5 Suspension or Withdrawal of Approval

SCR reserves the right to suspend or withdraw approval of the Service Provider if the Service Provider fails to meet the conditions of this Agreement, the Program Rules, or any applicable requirements of the relevant Applicable Program.

3. Obligations of the Service Provider

3.1 General Obligations

The Service Provider shall perform all validation and verification services:

(a) In accordance with the Program Rules, Standards, and this Agreement;

(b) With due professional skill, care, and diligence expected of a Reasonable and Prudent Operator;

(d) In a manner that is independent, impartial, and free from conflicts of interest.

3.2 Specific Obligations

The Service Provider shall:

(a) Conduct validation and verification services only within the scopes and Applicable Programs for which it has been approved under this Agreement;

(b) Ensure that all personnel engaged in the provision of services are competent, appropriately trained, and qualified;

(c) Establish and maintain documented procedures to ensure quality control, impartiality, and consistency in its services;

(d) Retain and make available to SCR, upon request, all records and supporting documentation related to its validation and verification activities for a period of at least seven (7) years, or as otherwise required by the Program Rules;

(e) Promptly notify SCR of any actual or potential conflicts of interest related to its validation or verification activities; and

(f) Ensure that its services are provided in a timely manner and in accordance with applicable deadlines.

3.3 Reporting

The Service Provider shall:

(a) Submit validation and verification reports in the format and manner required by SCR and the applicable Program Rules;

(b) Ensure that such reports are complete, accurate, and supported by sufficient evidence;and

3.4 Cooperation with SCR

The Service Provider shall:

(a) Cooperate fully with SCR in any oversight, monitoring, or review activities;

(b) Provide reasonable access to facilities, personnel, and records as required by SCR to confirm compliance with this Agreement and Program Rules; and

3.5 Independence and Impartiality

The Service Provider shall not:

(a) Provide consultancy or advisory services to a User that could compromise its impartiality as a validator or verifier;

(b) Validate or verify any Project Activity in which it, its affiliates, or personnel have a direct or indirect financial interest; or

4. Review of the Service Provider

4.1 Oversight by SCR

SCR shall have the right to monitor, assess, and review the Service Provider’s performance of its obligations under this Agreement and the Program Rules at any time during the Service Period.

4.2 Access to Information

The Service Provider shall, upon reasonable notice, provide SCR with access to:

(a) Records, documents, and reports related to its validation and verification activities;

(b) Information on its internal policies, procedures, and quality assurance systems;

4.3 Cooperation with Reviews

The Service Provider shall:

(a) Cooperate fully with SCR in the conduct of reviews, audits, or assessments;

(b) Respond promptly to all inquiries, requests for information, or corrective action requests issued by SCR; and

4.4 Independent Reviews

SCR may, at its discretion, appoint third-party experts or independent auditors to conduct reviews of the Service Provider’s performance. The Service Provider shall cooperate with such third parties in the same manner as with SCR.

4.5 Consequences of Review Findings

If a review identifies non-conformities, deficiencies, or breaches by the Service Provider, SCR may:

(a) Require the Service Provider to take corrective actions within a specified timeframe;

(b) Suspend or restrict the Service Provider’s approval under this Agreement until issues are resolved; or

Part 8 (Events of Default).

4.6 Costs of Review

SCR shall bear the costs of conducting ordinary reviews of the Service Provider. However, where a review is triggered by evidence of non-compliance, misconduct, or material deficiencies on the part of the Service Provider, SCR may require the Service Provider to reimburse SCR for all reasonable costs associated with the review.

5. Suspension of the Service Period

5.1 Grounds for Suspension

SCR may suspend the Service Provider’s approval to provide validation and/or verification services under this Agreement if:

(a) The Service Provider fails to comply with this Agreement, the Program Rules, or any applicable law or regulation;

(b) The Service Provider loses or has suspended its accreditation or fails to meet accreditation requirements;

(d) SCR identifies material deficiencies or repeated non-conformities in the Service Provider’s performance;(e) The Service Provider fails to cooperate with SCR during a review, investigation, or oversight activity;

(f) The Service Provider becomes insolvent, bankrupt, or subject to winding-up proceedings; or

(g) Any other circumstance arises that, in SCR’s reasonable opinion, could damage the credibility, integrity, or effective functioning of the SCR or its Programs.

5.2 Effect of Suspension

During a suspension period:

(a) The Service Provider shall not accept or undertake new validation or verification engagements under the SCR;

(b) Ongoing engagements may be subject to SCR’s instructions, including transfer to another approved Service Provider;

(c) The Service Provider shall remain bound by its obligations under this Agreement, including confidentiality and cooperation with SCR.

5.3 Notification of Suspension

SCR shall notify the Service Provider in writing of:

(a) The reason(s) for suspension;

(b) The effective date of suspension; and

5.4 Reinstatement

SCR may reinstate the Service Provider’s approval if the Service Provider demonstrates, to SCR’s satisfaction, that the reasons for suspension have been fully addressed and corrective actions implemented.

5.5 Termination Following Suspension

If the Service Provider fails to remedy the grounds for suspension within a reasonable period specified by SCR, SCR may terminate the Service Provider’s approval under Part 8 (Events of Default).

6. Representations and Warranties

6.1 Representations of the Service Provider

The Service Provider represents and warrants to SCR that, as of the Effective Date and throughout the Service Period:

(a) It is duly organized, validly existing, and in good standing under the laws of its\ jurisdiction of incorporation or establishment;

(b) It has full power and authority to enter into and perform its obligations under this Agreement;

(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other organizational actions;

(d) It holds and shall maintain all accreditations, approvals, licenses, and permits required to provide validation and verification services;

(e) It has, and shall maintain, sufficient financial, technical, and human resources to carry out its obligations under this Agreement;

(f) It shall perform all services with due professional skill, care, and diligence, in accordance with recognized international best practices, accreditation requirements, and the Program Rules;

(g) It shall remain independent, impartial, and free of conflicts of interest in all validation and verification activities; and

(h) It is not subject to any legal, regulatory, or contractual restrictions that would prevent or materially impair its ability to perform under this Agreement.

6.2 Representations of SCR

SCR represents and warrants to the Service Provider that, as of the Effective Date and throughout the Service Period:

(a) It is duly organized and validly existing under the laws of the United States;

(b) It has full power and authority to enter into and perform its obligations under this Agreement; and

(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary organizational actions.

6.3 Disclaimer of Other Warranties

Except as expressly provided in this Agreement:

(a) Neither party makes any representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non- infringement; and

(b) Approval of the Service Provider by SCR shall not be construed as a warranty or guarantee by SCR of the Service Provider’s performance or services.

7. Liability

7.1 Liability of the Service Provider

The Service Provider shall be liable to SCR, Users, and third parties for any losses, damages, costs, or expenses arising directly from:

(a) Breach of this Agreement, including any misrepresentation or failure to comply with obligations under the Program Rules;

(b) Negligence, fraud, willful misconduct, or gross negligence in the performance of its services;

(c) Validation or verification services performed in bad faith or with reckless disregard for applicable standards, rules, or requirements.

7.2 Liability of SCR

SCR shall not be liable for:

(a) The acts, omissions, errors, or failures of the Service Provider in performing validation or verification services;

(b) Any indirect, incidental, consequential, special, or punitive damages, including loss of profit, revenue, or goodwill, arising out of or in connection with this Agreement;

7.3 Limitation of Liability

Except in cases of fraud, willful misconduct, or gross negligence:

(a) The total aggregate liability of the Service Provider to SCR under this Agreement shall not exceed USD 1,000,000 (one million US dollars) or such higher amount as may be specified by applicable law;

(b) The total aggregate liability of SCR to the Service Provider under this Agreement shall not exceed the fees (if any) paid by the Service Provider to SCR during the twelve (12) months preceding the event giving rise to the claim.

7.4 Indemnification by the Service Provider

The Service Provider shall indemnify, defend, and hold harmless SCR, its officers, employees, contractors, and agents against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) The Service Provider’s breach of this Agreement or the Program Rules;

(b) Any misrepresentation, negligence, or misconduct by the Service Provider;

(c) Any claim by a User or third party arising from or relating to the Service Provider’s validation or verification services.

7.5 Survival

The obligations of this Part 7 shall survive termination or expiration of this Agreement.

8. Events of Default

8.1 Events of Default by the Service Provider

Each of the following shall constitute an Event of Default by the Service Provider:

(a) Breach of any material provision of this Agreement or the Program Rules, which remains uncured after notice and a reasonable opportunity to cure (if applicable);

(b) Loss, suspension, or withdrawal of accreditation necessary to provide validation or verification services;

(d) Failure to maintain independence, impartiality, or avoidance of conflicts of interest as required under this Agreement;

(e) Refusal or failure to cooperate with SCR in any review, investigation, or oversight activity;

(f) Insolvency, bankruptcy, receivership, liquidation, or any similar proceeding initiated by or against the Service Provider;

(g) Suspension under Part 5 that is not remedied within the period specified by SCR;

(h) Any act or omission that, in the reasonable opinion of SCR, materially damages or threatens to damage the credibility, integrity, or effective functioning of the SCR or its Programs.

8.2 Events of Default by SCR

Each of the following shall constitute an Event of Default by SCR:

(a) Breach of any material provision of this Agreement, which remains uncured after notice and a reasonable opportunity to cure (if applicable);

(b) Fraud, gross negligence, or willful misconduct by SCR;

8.3 Remedies for Default

Upon the occurrence of an Event of Default:

(a) The non-defaulting party may terminate this Agreement immediately by written notice to the defaulting party;(b) The non-defaulting party may seek damages, indemnification, or other remedies available under this Agreement, the Program Rules, or applicable law;

(c) SCR may suspend or withdraw the Service Provider’s approval, remove the Service Provider from any published list of approved VVBs, and notify Users and relevant stakeholders of such action.

8.4 Cumulative Rights

The rights and remedies of the parties under this Part 8 are cumulative and in addition to, and not exclusive of, any rights or remedies provided under this Agreement, the Program Rules, or applicable law.

9. Assignment and No Fault Termination

9.1 Assignment by the Service Provider

The Service Provider shall not assign, transfer, or delegate this Agreement or any of its rights, benefits, duties, or obligations hereunder without the prior written consent of SCR. SCR may withhold consent in its sole discretion. Any attempted assignment without such consent shall be null and void.

9.2 Assignment by SCR

SCR may assign or transfer its rights and obligations under this Agreement to a successor organization or affiliate, provided that such assignment does not materially affect the Service Provider’s rights or obligations under this Agreement.

9.3 No Fault Termination by SCR

SCR may terminate this Agreement, without cause and without liability, upon at least ninety (90) days’ prior written notice to the Service Provider.

9.4 No Fault Termination by the Service Provider

The Service Provider may terminate this Agreement, without cause and without liability, upon at least ninety (90) days’ prior written notice to SCR.

9.5 Effect of Termination

Upon termination under this Part 9:

(a) The Service Provider shall promptly cease using SCR’s name, marks, and references to its status as an approved Service Provider;(b) The Service Provider shall continue to fulfill any ongoing obligations to Users unless

otherwise directed by SCR;

9.6 Survival

The provisions of this Agreement that by their nature are intended to survive termination, including confidentiality, liability, indemnification, and dispute resolution, shall survive termination of this Agreement.

10. Payment and Notices

10.1 Payment of Fees

(a) The Service Provider shall pay to SCR any fees specified in Schedule 1 or otherwise communicated in writing by SCR, within thirty (30) days of the date of invoice, unless otherwise agreed in writing.

(b) All payments shall be made in U.S. dollars (USD) to the SCR Bank Account designated by SCR from time to time.

(c) Late payments shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

(d) The Service Provider shall be responsible for all taxes, duties, or levies imposed on payments made under this Agreement, except for taxes imposed on the net income of SCR.

10.2 No Set-Off

Payments due to SCR under this Agreement shall be made in full without any set-off, counterclaim, deduction, or withholding, unless required by applicable law.

10.3 Notices – General

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be:

(a) In writing; and

(b) Delivered by hand, email, courier, or registered mail with confirmation of receipt.

10.4 Addresses for Notices

Notices shall be sent to the following addresses (or such other address as either party may designate by notice):

If to SCR:

Sustainable Carbon Registry (SCR)

Attn: Registry Team

501 NE hood Ave Suite 114, Gresham, OR 97030
Phone: +1 510-585-0811

Email: info@scregistry.io

If to the Service Provider:

To the address, email, and/or contact information provided at the time of execution of this Agreement, as updated by the Service Provider from time to time by written notice to SCR.

10.5 Effective Date of Notices

(a) Notices shall be deemed received:

• On the date of delivery, if delivered by hand, email, or courier with confirmation of delivery; or

• On the fourth (4th) Business Day following the date of posting, if sent by registered mail.

(b) For purposes of this clause, a Business Day means any day other than Saturday, Sunday, or a U.S. federal holiday.

11. Confidentiality and Public Announcements

11.1 Confidentiality Obligations

Each party (the Receiving Party) shall keep confidential all Confidential Information received from the other party (the Disclosing Party) in connection with this Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted in this Agreement.

11.2 Use of Confidential Information

The Receiving Party shall:

(a) Use the Confidential Information solely for the purpose of performing its obligations under this Agreement;

(b) Restrict disclosure of Confidential Information to its employees, officers, agents, or contractors who need to know such information for the purpose of this Agreement and whoare bound by confidentiality obligations no less strict than those set out herein; and

11.3 Exceptions

The obligations in this Part 11 shall not apply to information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Is lawfully received by the Receiving Party from a third party without restriction on disclosure;

(d) Is required to be disclosed by law, regulation, court order, or competent government authority, provided that the Receiving Party gives prompt notice to the Disclosing Party (where legally permitted) to allow the Disclosing Party to seek protective measures.

11.4 Survival

The confidentiality obligations set out in this Part 11 shall survive termination or expiration of this Agreement for a period of five (5) years, unless otherwise required by law or Regulation.

11.5 Public Announcements

(a) The Service Provider shall not make any press release, public statement, or announcement relating to this Agreement, its approval status, or its relationship with SCR without SCR’s prior written consent.

(b) SCR may, at its discretion, publish or make publicly available the list of approved Service Providers and information regarding the status (active, suspended, withdrawn) of the Service Provider.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to its conflict of laws Principles.

12.2 Good Faith Negotiations

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a Dispute), the parties shall first seek to resolve the matter amicably through good faith Negotiations.

12.3 Mediation

If the parties are unable to resolve a Dispute through negotiation within thirty (30) days, either party may request that the Dispute be submitted to non-binding mediation, conducted in Wilmington, Delaware, or such other location as the parties may agree. The mediator shall be appointed jointly by the parties.

12.4 Arbitration

If the Dispute is not resolved through negotiation or mediation within sixty (60) days of the initial notice of dispute, the Dispute shall be finally resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial

Arbitration Rules.

(a) The arbitration shall be conducted by a panel of three (3) arbitrators, unless the parties agree to a sole arbitrator.

(b) The language of arbitration shall be English.

(d) The arbitral award shall be final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

12.5 Injunctive Relief

Nothing in this Part 12 shall prevent either party from seeking interim or injunctive relief in a court of competent jurisdiction where such relief is necessary to protect its rights or interests pending resolution of the Dispute.

12.6 Costs

Each party shall bear its own costs of negotiation and mediation. The costs of arbitration, including arbitrators’ fees, shall be borne equally by the parties, unless the arbitral tribunal decides otherwise.

13. Miscellaneous

13.1 Entire Agreement

This Agreement, together with its Schedules, constitutes the entire agreement between SCR and the Service Provider with respect to its subject matter. It supersedes all prior discussions, negotiations, and understandings, whether oral or written.

13.2 Amendments

No amendment, modification, or supplement to this Agreement shall be valid unless made in writing and signed by both parties.

13.3 Waiver

Failure or delay by either party to exercise any right, power, or remedy under this Agreement shall not constitute a waiver of that right, power, or remedy. A waiver must be in writing and signed by the waiving party.

13.4 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent.

13.5 Relationship of the Parties

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties. The Service Provider acts as an independent contractor.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from a Force Majeure Event. Obligations affected by Force Majeure shall be suspended for the duration of the event. If the event continues for more than ninety (90) days, either party may terminate this Agreement upon written Notice.

13.7 Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, subject to the restrictions on assignment under Part 9.

13.8 Notices

Notices under this Agreement shall be given in accordance with Part 10.13.9 Counterparts and Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument.

To the extent permitted by law, electronic signatures and electronic transmission of executed counterparts shall have the same force and effect as original signatures.

Schedule 1 – Service Provider Contractual Terms

1. Payment of Fees

(a) The Service Provider shall pay all applicable fees and charges to SCR in accordance with Part 10 (Payment and Notices) of this Agreement.

(b) Fees shall be invoiced by SCR and payable within thirty (30) days of the invoice date.

(d) The Service Provider shall be responsible for all applicable taxes, levies, and duties associated with such payments, except for taxes imposed on the net income of SCR.

2. Records and Audit Rights

(a) The Service Provider shall maintain accurate and complete records of all validation and verification activities carried out under this Agreement for a period of not less than seven

(7) years from the date of completion of the activity.

(b) SCR shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify compliance with this Agreement and Program Rules.

(c) Where deficiencies or breaches are identified, SCR may require corrective actions and, if necessary, recover costs incurred in connection with such audit.

3. Confidentiality

The Service Provider shall maintain the confidentiality of information as required under Part 11 (Confidentiality and Public Announcements) of this Agreement.

4. Liability and Indemnification

(a) The Service Provider shall be liable in accordance with Part 7 (Liability) of this Agreement.

(b) The Service Provider shall indemnify SCR against claims, losses, or damages arising from the Service Provider’s breach of this Agreement, negligence, fraud, or willful misconduct.5. Term and Termination

(a) This Agreement shall commence on the Effective Date and continue for the Service Period, unless terminated earlier in accordance with Part 8 (Events of Default) or Part 9 (Assignment and No Fault Termination).

(b) Termination of this Agreement shall not affect accrued rights or obligations of either Party.

6. Governing Law and Dispute Resolution

The provisions of Part 12 (Governing Law and Dispute Resolution) shall apply to this Schedule.

Schedule 2 – Applicable Programs and Scopes

1. Applicable Programs

The Service Provider is approved to provide validation and/or verification services under the following SCR Programs (as applicable and as updated from time to time by SCR):

(a) SCR Verified Carbon Standard (VCS) Program

(b) Jurisdictional and Nested REDD+ (JNR) Framework

(d) Sustainable Development Verified Impact Standard (SD VISta)

(e) LandScale

(f) Plastic Waste Reduction (PWR) Standard

(g) Any other sustainable development and/or climate action program or standard administered by SCR and formally communicated in writing to the Service Provider.

2. Scopes of Approval

The Service Provider’s approval under this Agreement shall be limited to the scopes for which it has been accredited and confirmed by SCR. These may include, but are not limited to:

(a) Sectoral Scopes – specific industry sectors such as energy, manufacturing, agriculture, forestry, land use, and waste management.

(b) Project Types – specific categories of project activities (e.g., renewable energy, REDD+, afforestation/reforestation, methane capture, energy efficiency, waste reduction).(c) Geographic Scopes – jurisdictions or regions where the Service Provider has demonstrated competence and authorization to provide validation and verification Services.

3. Updates and Amendments

SCR may update the list of Applicable Programs and Scopes from time to time. Such updates will be communicated in writing and will take effect upon notification to the Service Provider. The Service Provider shall ensure that it only provides services within the scopes and programs for which it remains accredited and approved.