Validated | BICRS
Terms of Use
Parties
Sustainable Carbon Registry (SCR), an independent organization incorporated in the United States, with its principal office at:501 NE hood Ave Suite 114, Gresham, OR 97030 Email: info@scregistry.io (hereafter referred to as “SCR”)
You (User)
Recitals
These Terms of Use set out the conditions under which SCR offers to make the Sustainable Carbon Registry (the SCR) available to Users. The SCR serves as the primary platform for the administration of SCR’s carbon programs. The User wishes to utilize the SCR on the basis of these Terms of Use, as amended from time to time.
Operative Provisions
1.1 Acceptance of Terms
The User acknowledges and agrees that, when using the SCR, they are subject to and must comply with these Terms of Use, as modified periodically.
1.2 Program Rules
Where there is any inconsistency between these Terms of Use and the Program Rules and Requirements of an SCR Program, the Program Rules and Requirements shall prevail.
1.3 Compliance with Regulations
The User must comply with all applicable Scheme Regulations imposed by any relevant regulator, as updated from time to time.
1.4 Non-Acceptance
If the User does not agree to these Terms of Use, they may not access or otherwise use the SCR.
Specified Business Activities
1.5 Restricted Activities
The User may not undertake the following business activities in relation to its use of the SCR without providing advance written notice to SCR:
(a) Purchasing, holding, transferring, retiring, or cancelling Instruments on behalf of third parties; or
(b) Acting as an Agent on behalf of a Principal who owns or intends to own Instruments.
Where the User conducts these activities, the User represents and warrants that:
All necessary financial services licenses and approvals are held in each jurisdiction;
Appropriate Know-Your-Client (KYC) checks have been conducted;
If acting as Agent, they hold valid authority from the Principal (who remains fully liable for the Agent’s acts).
The User must provide evidence of such authority to SCR and promptly notify SCR of any changes to these permissions.
SCR reserves the right to grant, limit, suspend, or revoke the User’s access to relevant SCR functions supporting these activities.
Related Instruments
1.9 Express Consent Requirement
The User may not undertake the following activities without the prior written consent of SCR, granted at SCR’s sole discretion:
(a) Creating Related Instruments;
(b) Marketing Related Instruments;
(c) Transacting in Related Instruments in any form.
SCR may require evidence of competence, legal authority, and financial standing before authorizing such activities.
The User must immediately notify SCR of any material changes to its ability or authority to conduct such business.
SCR reserves the right to grant, limit, suspend, or revoke the User’s access to SCR functions supporting such activities.
2. Term
2.1 Commencement Date
These Terms of Use commence on the date on which the User indicates, through the SCR website or platform, that they agree with and accept these Terms of Use (“Commencement Date”).
2.2 Duration
These Terms of Use shall remain in effect from the Commencement Date until terminated in accordance with Part 14 (Termination and Suspension).
2.3 Binding Effect
The User’s access to and use of the SCR constitutes a continuing agreement to comply with these Terms of Use and any amendments made by SCR from time to time.
2.4 Amendments to Terms
SCR reserves the right to modify, amend, or update these Terms of Use at its sole discretion. Any such changes will take effect upon their publication on the SCR website, unless otherwise stated.
The User’s continued use of the SCR following any amendment will be deemed acceptance of the updated Terms of Use.
Here’s the corrected Part 3 (Services) with consistent use of “the SCR” instead of “SCR Registry.”
3. Services
3.1 Provision of Services
SCR, through the Sustainable Carbon Registry (the SCR), provides an electronic platform to:
List Project Activities that follow the applicable protocols and standards of relevant SCR Programs;
Record the issuance, transfer, retirement, and cancellation of Instruments within the SCR.
3.2 Program Compliance
The SCR lists Project Activities and issues Instruments only in accordance with the Program Rules and Requirements of each SCR Program it administers.
Before a Project Activity can be listed or an Instrument issued, the User must provide SCR with appropriate documentation for approval, following SCR’s established procedures.
3.3 User Responsibility
The User is solely responsible for:
Providing and maintaining all communication lines, internet access, and equipment necessary to access and use the SCR;
Bearing all costs associated with such access and use;
Taking appropriate measures to safeguard access credentials and ensure the security of their SCR account against unauthorized use.
3.4 Limitation of SCR’s Role
SCR’s responsibility is limited to operating the SCR platform. The User acknowledges that SCR does not assume any liability for the accuracy or validity of project documentation or data supplied by Users or third parties, except as explicitly stated in these Terms of Use.
4. Opening an Account
4.1 Account Request
A User may request that SCR open an SCR Account in accordance with the procedures established by SCR.
4.2 Eligibility for Accounts
SCR will only open an SCR Account for a User if:
(a) The User is a legal entity (not an individual natural person);
(b) The User has formally accepted these Terms of Use; and
(c) The User has provided sufficient identification and information to satisfy SCR’s Know-Your-Client (KYC) and compliance requirements, including screening and background checks conducted in line with Program Rules and SCR compliance policies.
4.3 Ongoing Compliance
The User agrees to cooperate with ongoing KYC and compliance screening, including periodic due diligence, as a condition for maintaining an SCR Account.
Failure to cooperate may result in suspension of the SCR Account under Part 14 (Termination and Suspension).
4.4 Discretion of SCR
SCR reserves the right, in its sole discretion, to decline to open an account for any User.
4.5 Program Sub-Accounts
A User may request the opening of one or more Program Sub-Accounts under its SCR Account for transactions related to a particular SCR Program or for the management of Instruments specific to that Program.
Each Program requires its own dedicated Sub-Account.
4.6 Omnibus Accounts and Business Sub-Accounts
A User may request SCR to open an Omnibus Account, with one or more Business Sub-Accounts, for transactions undertaken on behalf of the User’s customers.
All Omnibus and Business Sub-Accounts are subject to KYC, due diligence, and compliance screening. SCR reserves the right to reject such requests if adverse findings arise.
4.7 Sub-Registers
A User may request SCR to open an Omnibus Account with Business Sub-Accounts to allow participants in an Approved Sub-Register to hold Instruments. Entitlements will be determined by reference to the Approved Sub-Register.
SCR may, at its sole discretion, refuse to approve such requests.
5. Listing a Project or Activity
5.1 Request to List
Once a User has opened an SCR Account, the User may request SCR to list a Project Activity in accordance with SCR’s established procedures, including all applicable Program Rules and Requirements.
5.2 Documentation Requirements
The User must provide SCR with all documentation and information required under the relevant SCR Program Rules and Requirements to support the listing of a Project Activity.
5.3 Conditions for Listing
SCR will only list a Project or Activity if the following conditions are met:
(a) The User has registered with SCR and/or any relevant Scheme Regulator (as applicable) and has submitted all required information in accordance with Program Rules or Scheme Regulations;
(b) The User confirms that it is not subject to any holding account restrictions under the applicable Scheme Regulations;
(c) The User has complied with all relevant laws applicable to the Project Activity; and
(d) The User has complied with any other requirements set forth by the relevant Program Rules, the Scheme Regulator, or SCR from time to time.
5.4 Multi-Program Listing
A Project or Activity may be listed under more than one SCR Program, provided it satisfies the requirements for each Program.
5.5 Discretion of SCR
SCR reserves the right, in its sole discretion, to refuse to list any Project or Activity in the SCR, even where all other conditions have been met.
6. Issuance of Instruments
6.1 Request for Issuance
A User may request SCR to issue Instruments to its SCR Account in accordance with the relevant SCR Program Rules and Requirements.
6.2 Documentation and Verification
SCR requires that any User intending to issue Instruments provide all necessary documentation, attestations, and information as set out by the relevant SCR Program Rules and Requirements.
6.3 Conditions for Issuance
SCR will only issue Instruments if the following conditions are met:
(a) The User has submitted complete and signed original or certified electronic versions of all attestations and documents required under the relevant Program Rules, Scheme Regulations, and these Terms of Use;
(b) SCR is satisfied (based solely on the information provided by the User and/or third parties) that the Project Activity meets the requirements of the relevant SCR Program Rules;
(c) The User is in compliance with all applicable laws and regulations;
(d) The User has established a Program Sub-Account for the relevant Program; and
(e) The User has complied with any other requirements specified by the relevant Program Rules, Scheme Regulator, or SCR from time to time.
6.4 Non-Guarantee of External Recognition
The User acknowledges that issuance of Instruments by SCR does not guarantee recognition or issuance of corresponding Scheme Instruments by any Scheme Regulator.
If a Scheme Regulator issues fewer or no Instruments than those issued by SCR, SCR reserves the right to cancel or adjust the excess Instruments issued, or to take other action it deems appropriate.
6.5 Correction of Over-Issuance
If SCR or a Scheme Regulator determines that greenhouse gas (GHG) reductions or removals for a Project Activity were incorrectly quantified or reported, resulting in an over-issuance of Instruments, the User is responsible for compensating the over-issuance, regardless of whether the Instruments are still held by the User.
This obligation survives termination of these Terms of Use and continues until the later of:
(a) Six (6) years after the issuance date of the Instrument; or
(b) Twelve (12) months after acceptance of any second verification report for the Project Activity, in accordance with the relevant SCR Program Rules.
6.6 Discretion of SCR
SCR retains sole discretion to refuse issuance of Instruments to any User account.
7 – Recording the Transfer of Instruments
7.1 User or Settlement Notifications
If SCR receives notification from a User or a Financial Market Settlement System that an erroneous or fraudulent transaction involving Instruments has occurred within the SCR, SCR may, at its sole discretion:
Reverse the transaction or movement of Instruments; or
Remove any Instruments held in the User’s SCR Account or Program Sub-Account, in accordance with the instructions received from the User or the relevant Financial Market Settlement System.
7.2 Regulator Instructions
If SCR receives written instructions from a Scheme Regulator concerning any dealing with Instruments in the SCR, SCR may, at its sole discretion, reverse any transaction or movement of Instruments or remove any Instruments being held in a User’s SCR Account, in line with those instructions.
7.3 Limitation of Liability
SCR shall have no liability whatsoever for exercising its discretion under this Part if the notification or instruction provided by a User, a Financial Market Settlement System, or a Scheme Regulator is later determined to have been made in error or fraudulently.
8. Cancellation and Retirement of Instruments
8.1 User Request
A User may request that SCR cancel or retire Instruments in accordance with the relevant SCR Program Rules and Requirements and the procedures established by SCR.
8.2 Extinguishment of Rights
The User acknowledges and agrees that, upon cancellation or retirement of Instruments:
(a) All legal and beneficial title, rights, and interests in such Instruments are permanently extinguished; and
(b) Neither SCR, the User, nor any other party with Legal or Beneficial Ownership Rights shall retain any further claim to those Instruments or the underlying Environmental Benefits they represent.
8.3 Offsetting Claims
The extinguishment of legal and beneficial title to the Instruments does not prevent the User (or another party on whose behalf the Instrument is retired) from making offsetting claims that correspond to the retired Instruments.
8.4 Irrevocability
Subject to Clauses 11.4(n) and 11.4(o), any instruction by the User to SCR to cancel or retire Instruments is irrevocable, and the User acknowledges that such instructions cannot be reversed once executed.
8.5 SCR’s Role After Cancellation or Retirement
Once Instruments are cancelled or retired in accordance with this Part:
SCR will not exercise or attempt to exercise any further rights or interests in relation to those Instruments or their corresponding Environmental Benefits; and
SCR considers that no party retains further rights to those cancelled or retired Instruments or the associated Environmental Benefits.
8.6 Buffer Credits
The User acknowledges and agrees that any Buffer Credits held in a pooled buffer account within the SCR may be cancelled or retired by SCR in the event of a reversal, in accordance with the relevant SCR Program Rules and Requirements.
9. Legal Title to Instruments
9.1 No Guarantee of Title
The User acknowledges and agrees that SCR does not in any way guarantee the legal title to Instruments recorded in the SCR.
The User relies on any content or data obtained through the SCR at its own risk.
9.2 No Obligation to Verify
SCR is under no obligation to verify or investigate the validity of, or legal title to, any Instruments or Related Instruments.
9.3 Recognition of Ownership
SCR will only recognize ownership interests in an Instrument (or Related Instruments) in the name of the entity recorded as the holder in:
The SCR; or
An Approved Sub-Register, where applicable.
10. Fees and Charges
10.1 Applicable Fees
Fees and charges for use of the SCR are set out in each Program’s Fee Schedule, as updated from time to time by SCR.
Fees are non-refundable, including in cases where a project is rejected or a project-related request is denied.
Each request (including resubmissions after a denial) is subject to the applicable fee.
10.2 Billing Information
The User must provide billing details before opening an SCR Account.
Invoices will be sent electronically (e.g., by email). All payments must be made in U.S. dollars via electronic wire transfer to the SCR Bank Account.
Users located in the United States may alternatively make payments via the Automated Clearing House (ACH) network.
Payments by check will not be accepted.
All costs related to the User’s payment of fees shall be borne by the User.
10.3 Payment Terms
Invoices will not be cancelled once issued. All invoices must be paid in full in accordance with the applicable Fee Schedule.
10.4 Compliance Review
Payments made to SCR may be subject to review for compliance with laws, regulations, and program rules. The User must cooperate with SCR by providing any information required for such reviews.
10.5 Late Payments
If the User fails to pay any fees, costs, or charges when due:
(a) The unpaid amount will accrue interest at a rate of 1.5% per month of the total due, calculated from the Due Date until full payment;
(b) Acceptance of late payments by SCR does not waive the User’s default; and
(c) If payment remains outstanding more than 30 days after the Due Date, SCR may restrict or suspend the User’s SCR Account and Sub-Accounts until all overdue amounts, including interest, are paid in full.
SCR bears no liability to the User or any third party for exercising these rights.
10.6 Changes in Fees
SCR may, upon 30 days’ notice, increase or decrease any fees and costs at its sole discretion.
Updates to the Fee Schedule become effective upon publication on the SCR website.
Continued use of the SCR after such updates constitutes acceptance of the new fees.
10.7 Taxes and Other Charges
The User is responsible for all applicable taxes, charges, and governmental fees arising from the use of the SCR, including but not limited to:
Sales, use, excise, transaction, property, occupation, or gross receipts taxes,
Any other government-imposed fees or assessments,
except for taxes based on SCR’s net income or net worth.
11. Representations, Warranties, and Covenants
11.1 User Representations and Warranties
On the Commencement Date and throughout the term of these Terms of Use, the User represents and warrants to SCR that:
(a) Legal Status – It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
(b) Authority – It has all necessary corporate authority, regulatory approvals, and legal capacity to:
Enter into and perform its obligations under these Terms of Use and associated SCR Program Rules;
Conduct activities related to Instruments in the SCR; and
Undertake any business activities for which it seeks SCR’s approval.
(c) Binding Agreement – The person accepting these Terms on the User’s behalf has the authority to do so, and these Terms of Use are binding and enforceable against the User.
(d) Accuracy of Information – All statements, documents, and information provided to SCR are true, accurate, and complete to the best of the User’s knowledge.
(e) No Holding for Individuals – It will not hold Instruments for or on behalf of individual natural persons for investment purposes.
(f) No Broker Role for Individuals – It will not act as a broker or conduct transactions of Instruments for individuals (natural persons) for investment purposes.
(g) Business Activities Disclosure – Its activities within the SCR will be limited to those disclosed to SCR during account opening or later approved by SCR.
(h) Compliance with Program Rules – Any Instruments issued through the SCR are created and verified in accordance with the relevant SCR Program Rules.
(i) Ownership Rights – Subject to Clause (j), all legal title and beneficial ownership rights in each Instrument it holds, retires, or cancels are held by the User.
(j) Agency or Sub-Registry Role – Where acting as Agent or operator of an Approved Sub-Register, it holds all necessary licenses and authorizations.
(k) Data Rights – All data and information provided to SCR are lawfully owned, licensed, or publicly available, and are accurate in all material respects.
(l) Accuracy of Declarations – Any representation, warranty, attestation, or certification provided to SCR is true and correct.
(m) Sanctions Compliance – Neither the User, its customers, nor participants in its Approved Sub-Register are targets of sanctions or on restricted party lists (e.g., U.S. OFAC lists).
(n) Legal Compliance – It complies with all laws and regulations applicable to its operations.
(o) Lawful Payments – All payments to SCR are lawful and do not involve proceeds of crime.
11.2 User Covenants
Throughout the term of these Terms of Use, the User covenants to SCR that it will:
(a) Account Security – Maintain its login credentials securely, limit access only to authorized personnel, and promptly notify SCR of any unauthorized use or breach of security.
(b) Compliance – Always comply with SCR Program Rules, these Terms of Use, SCR procedures, and applicable laws.
(c) Double Selling Prohibition –
Not engage in double selling of any Instrument; and
Notify SCR immediately if it becomes aware of potential double selling involving any Instrument.
11.3 SCR Representations and Warranties
On the Commencement Date and throughout the term of these Terms of Use, SCR represents and warrants to the User that:
(a) Compliance with Law – To SCR’s knowledge, the SCR, its procedures, and its Program Rules comply in all material respects with applicable laws and regulations.
(b) Regulatory Approvals – SCR holds the necessary licenses, permits, or authorizations required for operation of its Programs and the SCR.
(c) Intellectual Property – Use of the SCR in accordance with these Terms does not infringe third-party intellectual property rights.
(d) Standard of Care – SCR will act as a Reasonable and Prudent Operator in fulfilling its obligations under these Terms of Use.
11.4 User Acknowledgements
The User acknowledges and agrees that:
(a) SCR is a service provider and does not owe fiduciary duties to Users.
(b) The SCR is not the User’s agent or advisor.
(c) These Terms of Use do not create a partnership, joint venture, or employment relationship between SCR and the User.
(d) All Instrument transactions are the sole responsibility of the User and any counterparties.
(e) SCR does not guarantee performance or settlement of transactions.
(f) SCR is not responsible for Scheme Instrument issuance or recognition by Scheme Regulators.
(g) SCR does not warrant that the SCR is free of bugs, errors, or data inaccuracies.
(h) Information provided by Users and posted in the SCR may not always be accurate.
(i) SCR does not buy, sell, or hold title to Instruments.
(j) Once project information is posted in the SCR, it cannot be deleted but may be updated or amended in accordance with SCR’s procedures.
(k) SCR does not provide a matching service to connect buyers and sellers.
(l) SCR does not guarantee any obligation or outcome of User transactions.
(m) SCR may reverse transactions if instructed by a regulator or settlement system.
(n) The User must promptly instruct SCR to correct any inaccurate information in the SCR.
(o) SCR may, at its discretion, suspend services, cease operation of the SCR, or terminate User access under Part 14 (Termination and Suspension).
12. Limitation of Liability and Indemnification
12.1 Limitation of Liability
(a) The User assumes full responsibility and risk of loss resulting from its use of the SCR.
(b) The User shall have no claim whatsoever against SCR or its independent contractors (including, without limitation, the SCR Software Provider), except where liabilities are determined by final adjudication to have been caused by SCR’s fraud, gross negligence, or willful misconduct.
(c) SCR’s total liability in relation to the SCR or these Terms of Use, whether in contract, tort, strict liability, or otherwise, is limited to an aggregate amount equal to the fees paid by the User to SCR during the one-year period immediately preceding the earliest date on which a claim is made.
(d) Under no circumstances shall SCR or the SCR Software Provider be liable for:
Consequential, incidental, special, exemplary, punitive, or indirect damages;
Economic or commercial losses;
Loss of use, data, or business;
Personal injuries or property damage sustained by the User or third parties.
12.2 No Counterparty Liability
SCR shall not be liable for:
(a) The actions, omissions, or obligations of any counterparty or third party involved in a transaction, including Scheme Regulators, buyers, exchanges, or verification providers; or
(b) The enforceability or outcome of any transaction or arrangement entered into by the User.
12.3 Indemnification by User
To the fullest extent permitted by law, the User agrees to indemnify, defend, and hold harmless SCR, its independent contractors, affiliates, officers, directors, employees, and agents (the Indemnified Parties) from and against any losses, liabilities, damages, judgments, awards, fines, penalties, actions, claims, costs, or expenses (collectively, “Losses”) arising directly or indirectly from:
(a) The User’s use of the SCR or SCR’s website, including violations of applicable laws, rules, or regulations;
(b) Any breach by the User of its representations, warranties, covenants, or obligations under these Terms of Use;
(c) Any claim brought by a third party resulting from the User’s acts or omissions;
(d) Any Instrument posted or transferred by the User that fails to meet SCR or Scheme Regulator requirements;
(e) Any inaccurate, misleading, or improper information provided by or through the User;
(f) Any dispute between the User and a third party concerning Instruments, Related Instruments, or underlying Environmental Benefits;
(g) Any harm, loss, or injury to persons or property resulting from the User’s SCR-related activities;
(h) Any unauthorized action taken by a third party using the User’s account credentials; or
(i) Enforcement of the indemnities provided in this Part.
12.4 Exclusions from Indemnity
The User’s indemnification obligations do not apply to the extent that Losses are caused by the Indemnified Party’s fraud, gross negligence, or willful misconduct.
12.5 Scope of Losses
The term “Losses” includes, but is not limited to:
(a) Any errors, omissions, or delays in the transmission or delivery of data through the SCR;
(b) Interruptions of service, whether caused by SCR or others; and
(c) Any financial, commercial, or operational decision taken based on information from the SCR.
13. Limited Warranty; Disclaimer of Warranty
13.1 Data and Information
The data contained in the SCR is collected by SCR from sources believed to be reliable.
However, SCR and the SCR Software Provider do not warrant that such information is complete, accurate, current, or error-free.
13.2 Platform Availability
The SCR is provided strictly on an “As Is” basis, at the User’s sole risk.
SCR and the SCR Software Provider make no express or implied warranties, including but not limited to:
Merchantability,
Non-infringement,
Fitness for a particular purpose, or
Any implied warranties arising from course of dealing, trade practice, or usage.
13.3 Service Disruptions
The User acknowledges that interruptions, delays, or maintenance outages may occur.
SCR and the SCR Software Provider disclaim all liability for:
(a) Errors, omissions, or inaccuracies in SCR data or reports;
(b) Delays, interruptions, or failures in SCR services; and
(c) The actions or omissions of any broker, Agent, or third party authorized to act within the SCR on behalf of the User.
13.4 Third-Party Data
SCR and the SCR Software Provider are not responsible for the acts, omissions, or accuracy of data aggregated, input, verified, or certified by third parties.
The User is solely responsible for ensuring the validity of information it relies upon when engaging in SCR activities.
13.5 Security of User Systems
The User is solely responsible for safeguarding and managing its own computer systems and network security.
SCR and the SCR Software Provider:
Do not guarantee protection against viruses or harmful code;
Will not compensate the User for damages caused by breaches of the User’s IT security; and
Will not allow deductions or set-offs against fees owed to SCR for such damages.
14. Termination and Suspension
14.1 Termination by SCR
SCR may terminate these Terms of Use by giving not less than ten (10) Business Days’ written notice to the User.
In the case of a material breach of these Terms of Use, SCR may terminate the agreement immediately.
The notice of termination will state the reasons and specify the date on which termination becomes effective.
14.2 Termination by User
The User may terminate these Terms of Use and discontinue its use of the SCR by providing thirty (30) Business Days’ written notice to SCR.
14.3 Survival of Provisions
The following provisions shall survive termination of these Terms of Use:
Part 7 (Recording the Transfer of Instruments),
Part 8 (Cancellation and Retirement of Instruments),
Part 10 (Fees and Charges),
Part 12 (Limitation of Liability and Indemnification),
Part 16 (Confidentiality),
Part 17 (Intellectual Property), and
Part 19 (Dispute Resolution).
14.4 Effects of Termination
Upon receiving termination notice from SCR:
(a) Unless termination is due to material breach, the User may request a cure period of up to 10 Business Days to remedy the issue, at SCR’s discretion.
(b) The User may transfer, cancel, or retire Instruments held in its accounts. If no action is taken before termination, SCR may act under Clause 14.5(c).
(c) Any remaining Instruments in the User’s accounts may be transferred to an SCR Administration Account, where they will be recorded as belonging to the User (or relevant third parties identified in an Approved Sub-Register). SCR will not transfer, cancel, or retire such Instruments without appropriate written consent, except in cases involving Disputed Instruments.
(d) A “material breach” includes, but is not limited to, violation of the prohibition on Double Selling under Clause 11.2(c).
14.5 Suspension of Accounts
SCR may suspend the User’s access to the SCR, Accounts, Sub-Accounts, or Omnibus Accounts with or without cause, and without prior notice, including where:
(a) SCR reasonably suspects fraudulent, unethical, or illegal activity by the User;
(b) A Scheme Regulator instructs SCR to suspend the User’s account;
(c) Fees remain unpaid for more than 30 days after the Due Date;
(d) The User breaches any representation, warranty, covenant, or other obligation under these Terms of Use;
(e) Accreditation or approval for any Instruments is withdrawn;
(f) Instruments associated with the User are subject to a dispute;
(g) An Agent’s authority has been revoked;
(h) Required licenses or approvals for User activities are suspended or revoked;
(i) The User operates as a broker/advisor without proper regulatory standing;
(j) The User acts in a manner that may bring SCR or its Programs into disrepute;
(k) Adverse compliance or KYC findings justify suspension; or
(l) The User fails to cooperate with ongoing KYC or due diligence checks.
14.6 Consequences of Suspension
(a) While suspended, the User may not conduct any transactions (listing, transfer, cancellation, or retirement) involving Instruments.
(b) SCR may annotate the SCR to reflect the suspension and mark relevant Disputed Instruments.
(c) SCR may require the User to provide replacement Instruments of equivalent quality and quantity.
14.7 Permanent Suspension
If the User fails to show cause or resolve issues within ten (10) Business Days of suspension notice, SCR may:
(a) Permanently suspend the User from the SCR;
(b) Close the User’s Accounts (with Part 15 applying to closure);
(c) Record Disputed Instruments in the SCR Cancellation Account; or
(d) Terminate these Terms of Use under Clause 14.1.
14.8 Referral to Authorities
If SCR determines that a listing or transaction is fraudulent or illegal, it reserves the right to refer the matter to the appropriate governmental or regulatory authorities.
15. Closing an Account
15.1 User-Initiated Closure
The User may close an SCR Account, Program Sub-Account, Omnibus Account, or Business Sub-Account at any time by providing written notice to SCR, in accordance with SCR’s established procedures and user guidelines.
15.2 Continued Application of Terms
If the User closes a specific account, these Terms of Use will continue to apply to any other accounts the User holds within the SCR, until such accounts are also closed or the Terms are terminated under Part 14 (Termination and Suspension).
15.3 Handling of Instruments
Upon closure of an account under Clause 15.1, or where SCR exercises its rights under Part 14, SCR will:
Record the serial numbers of all Instruments listed in the closed account; and
Transfer such Instruments to the SCR Cancellation Account.
15.4 Effect of Closure
Once an account is closed:
The User will no longer have access to the account;
Instruments associated with the account will be recorded for cancellation purposes; and
The User acknowledges that SCR has sole discretion regarding the treatment of Instruments recorded in the SCR Cancellation Account, in line with applicable Program Rules.
16. Confidentiality
16.1 Use of Confidential Information
SCR agrees to use and maintain Confidential Information provided by the User in accordance with SCR’s procedures and the applicable Program Rules and Requirements, except as otherwise required or permitted under this Part, or as requested by a relevant Scheme Regulator.
16.2 Data Sharing with Software Provider
The User acknowledges and consents that SCR may share Confidential Information with the SCR Software Provider solely for purposes of maintaining and operating the SCR.
16.3 Standard of Protection
Both SCR and the User shall use commercially reasonable efforts to protect the Confidential Information of the other party from unauthorized disclosure or use, employing at least the same level of care as they use for their own confidential information.
16.4 Permitted Use or Disclosure
Neither party may use or disclose Confidential Information of the other except where:
(a) Such use or disclosure is reasonably necessary to perform obligations under these Terms of Use, SCR’s procedures, or Program Rules (including producing reports or information required by a Scheme Regulator); or
(b) Authorized in writing by the other party.
16.5 Legally Required Disclosure
A party shall not be deemed in breach of this Part if disclosure of Confidential Information is required by:
(a) Applicable law, regulation, or order; or
(b) Request of a Government Authority (including a Scheme Regulator).
Where practicable and legally permissible, the disclosing party shall notify the other party in advance to allow it to seek protective measures, unless such notice is prohibited by law or regulatory directive.
16.6 Disclosure to Scheme Regulators
SCR or the User may disclose Confidential Information related to a specific Project Activity to a Scheme Regulator without prior notice to the other party, if required for regulatory review or crediting.
16.7 Public Disclosure of Retirements and Cancellations
Notwithstanding the confidentiality provisions above, if a User cancels or retires Instruments, the following details may be disclosed publicly by SCR (including through reports on its website):
(a) The number of cancelled or retired Instruments;
(b) The vintage and serial numbers of those Instruments;
(c) The date of cancellation or retirement;
(d) The project name, type, ID, and location;
(e) If voluntarily provided by the User, a statement that cancellation or retirement was made on behalf of another party, along with the purpose.
16.8 Unauthorized Access to Data
If a User gains access to data in the SCR that:
(a) Was not provided by or owned by the User,
(b) Is not publicly available in SCR reports, and
(c) The User is not otherwise authorized to access,
then the User must:
Immediately notify SCR of the unauthorized access; and
Not disclose, copy, or use the information in any way.
16.9 Remedies
SCR and the User are entitled to pursue all remedies available at law or in equity to enforce obligations under this Part.
17. Intellectual Property
17.1 License Granted by User
The User grants to SCR and the SCR Software Provider a perpetual, royalty-free license to:
(a) Use, reproduce, distribute, display, and prepare derivative works from data and Confidential Information provided by the User (“User Data”); and
(b) Grant sublicenses of such User Data and Confidential Information to subcontractors or third parties,
insofar as reasonably necessary for SCR to perform its obligations under these Terms of Use, implement Program Rules, and operate the SCR.
17.2 Publication of Data
The User acknowledges and agrees that SCR may publish or authorize publication of data (other than Confidential Information) from the SCR, including User Data, for transparency and program purposes.
17.3 Binding on Successors
The rights and obligations of these Terms of Use bind the parties and their successors in interest and permitted assigns.
The User shall ensure that its owners, directors, officers, trustees, employees, and Agents who access the SCR agree to be bound by these Terms of Use.
17.4 Scope of User Rights
The rights and licenses granted to the User are solely for its benefit and only in connection with its use of the SCR.
The User may not transfer, assign, or sublicense its rights, licenses, or accounts (including Sub-Accounts or Omnibus Accounts) without prior written consent from SCR, which may be withheld at SCR’s discretion.
17.5 Ownership of Aggregated Data
SCR retains sole ownership of all aggregated data contained in the SCR, including the selection, arrangement, and compilation of such data.
17.6 Restrictions on Copying and Sharing
Unless expressly authorized by SCR in writing:
Reproduction of any part of the SCR is prohibited, except for limited internal use by the User.
Material from the SCR may not be incorporated into external publications, in print or electronic form.
17.7 Intellectual Property Rights
Unless otherwise noted, all materials in the SCR are protected under Intellectual Property Rights owned by SCR or its licensors.
18. Privacy and User Information
18.1 Privacy Policy
SCR will handle all personal data and information provided by the User in accordance with SCR’s Privacy Policy, as updated from time to time and published on the SCR website.
18.2 User Consent
By using the SCR, the User consents to the collection, storage, processing, and use of its data (including personal data) by SCR and its authorized service providers, strictly for purposes of:
(a) Operating and maintaining the SCR;
(b) Complying with applicable Program Rules and legal requirements; and
(c) Supporting SCR’s reporting, auditing, and oversight obligations.
18.3 Third-Party Service Providers
SCR may engage third-party providers to process or store User information. Such providers will be bound by contractual obligations to protect the confidentiality and security of User data to standards consistent with SCR’s Privacy Policy.
18.4 User Responsibilities
The User is responsible for ensuring that any personal or organizational data it provides to SCR:
(a) Is accurate, current, and complete;
(b) Has been collected and disclosed lawfully; and
(c) Does not infringe the rights of any third party.
18.5 Cross-Border Transfers
The User acknowledges that information provided to SCR may be stored or processed in jurisdictions other than its home country. By using the SCR, the User consents to such cross-border transfers, provided they are carried out in compliance with applicable laws.
18.6 Data Retention
SCR will retain User data for as long as necessary to:
(a) Provide services under these Terms of Use;
(b) Comply with legal or regulatory obligations; or
(c) Resolve disputes and enforce agreements.
19. Dispute Resolution
19.1 Good Faith Negotiation
In the event of any dispute, controversy, or claim arising out of or relating to these Terms of Use, the User and SCR shall first attempt in good faith to resolve the matter through direct negotiation.
19.2 Mediation
If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may propose that the matter be submitted to mediation under the rules of a recognized mediation body agreed upon by both parties.
19.3 Arbitration
If the dispute cannot be resolved through negotiation or mediation, it shall be finally settled by binding arbitration in accordance with the rules of the [Insert Arbitration Institution, e.g., International Chamber of Commerce (ICC) or American Arbitration Association (AAA)], by one or more arbitrators appointed in accordance with those rules.
The seat of arbitration shall be [Insert Jurisdiction].
The language of arbitration shall be English.
19.4 Governing Law
These Terms of Use, and any dispute arising from or in connection with them, shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to conflict-of-law principles.
19.5 Injunctive Relief
Nothing in this Part prevents SCR from seeking injunctive or equitable relief in any court of competent jurisdiction, to protect its rights, intellectual property, or the integrity of the SCR.
19.6 Costs
Unless otherwise determined by the arbitrator(s), each party shall bear its own costs in connection with negotiation, mediation, and arbitration, and shall share equally the fees and expenses of the mediator(s) and arbitrator(s).
20. Force Majeure
20.1 Definition
Neither SCR nor the User shall be held liable for any delay or failure in performance under these Terms of Use if such delay or failure is caused by an event of Force Majeure.
A Force Majeure Event means any circumstance beyond the reasonable control of the affected party, including but not limited to:
Acts of God, natural disasters, floods, fires, earthquakes, storms, or epidemics;
War, terrorism, civil unrest, riots, or armed conflict;
Strikes, lockouts, or other labor disputes;
Acts or inaction of government authorities, regulatory changes, or embargoes;
Failures of telecommunications, internet service, or electricity supply;
Any other event beyond the reasonable control of the affected party.
20.2 Notification
The affected party must notify the other party promptly upon becoming aware of a Force Majeure Event that may delay or prevent its performance under these Terms of Use.
20.3 Suspension of Obligations
Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event, provided that the affected party uses reasonable efforts to resume performance as soon as practicable.
20.4 Extended Events
If a Force Majeure Event continues for more than ninety (90) days, either party may terminate these Terms of Use upon written notice to the other, without liability (except for fees or obligations accrued prior to termination).
21. General
21.1 Assignment
The User shall not assign these Terms of Use or any of its rights, benefits, duties, and obligations hereunder without the prior written consent of SCR, which consent SCR may withhold in its sole discretion.
These Terms of Use shall be binding upon and inure to the benefit of the respective parties and their respective successors and permitted assigns.
21.2 No Third Party Beneficiaries
Except as set forth elsewhere in these Terms of Use, these Terms of Use confer no rights whatsoever upon any person other than the parties and shall not impose, or be interpreted as imposing, any standard of care, duty, or liability upon any person other than a party.
21.3 Severability
If any term or provision of these Terms of Use is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of these Terms of Use shall not in any way be affected or impaired thereby.
21.4 Audit
SCR has the right, at its sole expense, upon reasonable notice and during normal working hours, to examine, audit, and obtain copies of the records of the User to the extent reasonably necessary to verify:
(a) The accuracy of any representation, warranty, or attestation made by the User to SCR; and
(b) The User's performance during the prior twelve (12) month period of its obligations under the procedures set out by SCR, including any user guidelines or, as applicable, the relevant SCR Program Rules and Requirements, and these Terms of Use.
This right to examine, audit, and obtain copies shall not be available with respect to any information that is not directly relevant to the subject matter of the procedures set out by SCR, including any user guidelines, applicable SCR Program Rules and Requirements, or these Terms of Use.
21.5 Notices
All notices and other communications under these Terms of Use must be in writing and will be duly given hereunder:
(a) Upon delivery, if personally delivered, or if delivered by email or facsimile, or delivered by overnight courier with confirmation of delivery; or
(b) On the fourth business day after the postmark date, if mailed by certified or registered mail with postage prepaid.
Addresses for notices:
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 User:
To the address provided at the time of registration, as updated by the User from time to time.
21.6 Electronic Documents
To the extent permitted by law, for the purposes of these Terms of Use, the parties understand and agree that any document that is signed, executed, or submitted electronically will have the same force of law as if the same process had been conducted using physical documents.
21.7 Injunctive Relief
The User acknowledges that money damages would not adequately compensate SCR and the SCR Software Provider in the event of a breach by the User of its obligations hereunder and that injunctive relief may be essential for SCR and the SCR Software Provider to adequately protect themselves hereunder.
Accordingly, the User agrees that, in addition to any other remedies available to SCR and the SCR Software Provider or at law or in equity, including but not limited to any monetary damages, SCR and the SCR Software Provider shall be entitled to seek injunctive relief in the event of any breach by the User of any covenant, agreement, representation, or warranty contained herein or in the procedures set out by SCR, including any user guidelines.
21.8 Rights Cumulative
The rights, remedies, and powers of the parties under these Terms of Use are cumulative and do not exclude any other rights, remedies, or powers.
Schedule 1 – Definitions
Agent means any User of the SCR who does so in the capacity as a broker, agent, or representative of any kind on behalf of a Principal for the purposes of utilizing the SCR services.
Agreement means these Terms of Use.
Approved Sub-Register means a sub-register of the SCR that records the holdings of Instruments by participants in this sub-register, approved in accordance with the procedures set out by SCR.
Buffer Credits means non-tradeable credits held in a pooled buffer account on the SCR in accordance with the requirements of the Registration and Issuance Process, the Jurisdictional and Nested REDD+ Registration and Issuance Process, the AFOLU Non-Permanence Risk Tool, and any other applicable Program Rules and Requirements.
Business Day means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. Eastern Prevailing Time.
Business Sub-Account means a sub-account in a User's Omnibus Account for the purposes of holding Instruments on behalf of the User's corporate customers or otherwise to facilitate the User undertaking a business activity connected to the SCR that has been approved by SCR.
Cancellation Account means an account in the SCR that lists the serial numbers of Disputed Instruments, Instruments transferred to third parties without accounts in the SCR, and Instruments held by Users that have exited the SCR.
Commencement Date means the date on which the User indicated acceptance of these Terms of Use in accordance with Clause 2.
Confidential Information shall mean:
(a) All information:
to which the User, SCR, or the SCR Software Provider, or any third party (to the extent such third party owes a duty of confidence to the User, SCR, or the SCR Software Provider) has rights; and
which is marked to expressly indicate its confidential, restricted, or proprietary nature by the party having rights in the same, or which, under all of the circumstances, a reasonable business person should know to treat as confidential, restricted, and/or proprietary; and
(b) All information that, at the applicable time, is deemed to be Confidential Information pursuant to Clause 16.
(c) Notwithstanding the foregoing and any provision of Clause 16, Confidential Information does not include information:
that is, as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party;
that subsequent to its disclosure, is received by the receiving party from a third party not subject to an obligation of confidentiality with respect to the information disclosed; or
with respect to which the disclosing party provides to the receiving party in accordance with Clause 16 or through an electronic interface comprising part of the SCR an express waiver of any confidentiality protection under these Terms of Use.
Demanding Party has the meaning given to it in Clause 19.4.
Dispute means any disagreement, claim, or allegation concerning the generation, creation, ownership, issuance, validity, legality, or registration of any Instruments that may arise between the User and any third party including SCR.
Disputed Instruments means Instruments subject to a suspension notice in accordance with Clause 14.8.
Double Selling means when one or more entities sell an Instrument representing the same GHG emission reduction or carbon dioxide removal, such that two or more entities would have the same interest (legal, beneficial, or otherwise) in or to that Instrument at the same time.
“Double sell” and “double sold” shall be construed accordingly.
Due Date means the date at which any Fees charged and invoiced under this Agreement must be paid, which is no later than 30 days after the date of the relevant invoice.
End Date means the date these Terms of Use are terminated in accordance with Clause 14.
Environmental Benefit(s) means all legal and equitable right, title, interest, and benefit arising from or associated with:
(i) the protection, conservation, or enhancement of the environment and/or biodiversity; or
(ii) GHG Reductions; or
(iii) the achievement of sustainable development outcomes; or
(iv) any other legal and equitable right, title, interest, or benefit relating to the environmental benefit as approved by SCR.
Financial Market Settlement System means an exchange, clearing house, central counterparty, or other settlement system (as determined by SCR) that acts on settlement instructions to settle transactions.
Force Majeure means an event or circumstance which prevents SCR from performing its obligations under these Terms of Use, which event or circumstance was not anticipated as of the date these Terms of Use were agreed to, which is not within the reasonable control of, or the result of the negligence of, SCR, and which, by the exercise of reasonable commercial efforts, SCR is unable to overcome or avoid or cause to be avoided.
Government Authority means:
(a) a government, whether foreign, federal, state, territorial, or local;
(b) a department, office, or minister of a government acting in that capacity; or
(c) a commission, delegate, instrumentality, agency, board, or other governmental, semi-governmental, judicial, administrative, monetary, or fiscal authority, whether statutory or not, and includes any relevant international agency.
Instrument means a unit issued by, and held in, the SCR representing the right of an account holder in whose account the unit is recorded to claim the achievement represented by the unit. Such achievement may include, but is not limited to, a GHG emission reduction or removal in an amount of one (1) metric tonne of CO₂ equivalent that has been verified in accordance with the applicable SCR Program Rules.
Intellectual Property Rights means all rights in any patent, copyright, database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get-up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary, or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions, and revivals of, and all rights to apply for, any of the foregoing rights owned, used, or intended to be used by a party, whether or not registered, registrable, or patentable.
Legal or Beneficial Ownership Rights, with respect to any Instrument, means any contractual, proprietary, equitable, or other right to direct or control the sale or other disposition of, or the retirement of, such Instrument.
Omnibus Account means an account held by the User in the SCR for the purposes of holding Instruments on behalf of the User's corporate customers or otherwise to facilitate the User undertaking a business activity connected to the SCR that has been approved by SCR.
Principal means a third party who owns Instruments or wishes to utilize the SCR services and who has appointed an Agent to act on its behalf for the purposes of using the SCR services.
Privacy Policy means:
(a) For people in the European Economic Area or the United Kingdom: the SCR GDPR Privacy Policy (as published on the SCR website and amended from time to time); or
(b) Except when (a) applies: the SCR Privacy Policy (as published on the SCR website and amended from time to time).
Program Rules and Requirements means those rules and requirements adopted by SCR and set forth in the Program Rules and Requirements for the relevant SCR Program, SCR’s formal guidance documents, and any additional direction provided by SCR as part of its implementation of the relevant SCR Program.
Program Sub-Account means a sub-account in a User's SCR Account for the holding of Instruments related to a specific SCR Program.
Project Activity means the specific set of technologies, measures, and/or outcomes, specified in a methodology applied to the project or program, that alter the conditions identified in the baseline scenario and which result in GHG emission reductions or removals and/or other Environmental Benefits.
Reasonable and Prudent Operator means a person acting in good faith and exercising that degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced person operating in, and engaged in, the same type of undertaking under the same or similar circumstances and conditions.
Related Instrument means a connected, subset, linked, or other related product that is legally distinct from an Instrument and has an Instrument as its underlying.
Scheme Instrument means a credit issued by a Scheme Regulator for a greenhouse gas (GHG) reduction or GHG removal enhancement of one metric tonne of carbon dioxide equivalent, pursuant to the Scheme Regulations, including but not limited to an ARB Offset Credit.
Scheme Regulations means the regulations adopted by a Scheme Regulator for a national or sub-national emissions trading or offsets scheme, including any offset protocols adopted by the Scheme Regulator and which may be amended from time to time.
Scheme Regulator means the institution or entity that administers a supranational, regional, national, or sub-national emissions trading or offsets scheme, including but not limited to the California Air Resources Board.
SCR Administration Account means an account in the SCR used by SCR administrators to manage Instruments.
SCR Bank Account means the bank account nominated by SCR from time to time for the payment of fees by the User.
SCR Program means the following programs and standards managed by SCR:
(a) the Verified Carbon Standard (VCS) Program (as transitioned under SCR governance);
(b) Jurisdictional and Nested REDD+ (JNR) Framework;
(c) Climate, Community & Biodiversity (CCB) Program;
(d) California Offset Project Registry (OPR), where applicable;
(e) Sustainable Development Verified Impact Standard (SD VISta);
(f) LandScale;
(g) Plastic Waste Reduction (PWR) Standard;
and any other sustainable development and/or climate action program or standard administered by SCR from time to time.
SCR Account means an account held by the User in the SCR in accordance with the procedures set out by SCR.
SCR Software Provider means the technology and platform provider engaged by SCR to develop, operate, and maintain the SCR platform.