Terms & Conditions

SCHEDULE 1 – GENERAL TERMS AND CONDITIONS

1. Background
1.1. These Terms and Conditions are the standard terms for the provision of services by Carbonxgen Limited a Private Limited Company registered in England under number 08345925, whose registered address is 4 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire, GU47 9DN.
1.2. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2. Definitions and Interpretation
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
2.2. “Business Day” means any day other than a Saturday, Sunday, or bank holiday.
2.3. “Calendar Day” means any day of the year.
2.4. “Contract” means the agreement between Us and you for the provision of services which incorporates these Terms and Conditions and will be created upon Our acceptance of your Order by the Order Confirmation.
2.5. “Deposit” means an advance payment made to Us under sub-Clause 6.4.
2.6. “Month” means a calendar month.
2.7. “Price” means the price payable for the Services.
2.8. “Services” means the services which are to be provided by Us to you as specified by the Contract.
2.9. “Commencement Date” means the date on which the Contract comes into force as set out in the Contract.
2.10. “Order” means your order for Our Services.
2.11. “Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 4.
2.12. “We/Us/Our/Service Provider” means Carbonxgen Limited registered in England under number 08345925, whose registered address is 4 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire, GU47 9DN.
2.13. “Confidential Information” means any information relating to you or Us, or to the business or personal affairs of you or Us and includes, without limitation, information relating to the costs of operation or production costs, or sales pieces or purchase costs of any goods or services (other than information about costs or prices contained in any published price list), sales volumes, names and addresses of all former and existing customers, and any trade secrets. It also means information which is disclosed to either party by the other party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
2.14. “Intellectual Property” means patents, trademarks, service marks, rights (whether registered or unregistered), designs, project or service proposals, applications for any of the foregoing, trade or business names and copyright.
2.15. Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, fax, or other means.

3. Information About Us
3.1. Carbonxgen Limited a Private Limited Company registered in England under number 08345925, whose registered address is 4 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire, GU47 9DN. Our VAT number is GB 153 1516 38.

4. The Contract
4.1. These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
4.2. Nothing provided by Us including, but not limited to, sales and marketing literature, price lists, quotations and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer to purchase Our Services in accordance with these Terms and Conditions and that We may, at Our discretion, accept.
4.3. The Contract between Us and you will be legally binding and will be created upon Our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
4.4. We shall ensure that the following information is given or made available to you, save for where such information is already apparent from the context of the transaction.
4.5. You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents that belong to you that are inconsistent with these Terms and Conditions.

5. The Main Characteristics of the Services
5.1. The Order Confirmation will contain the following information:
a) Our identity (set out above in Clause 3) and contact details (as set out below in Clause 13).
b) The total Price for the Services excluding taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated.
c) The arrangements for performance, timeframe for the provision of the Services, and any payment arrangements which differ from these Terms and Conditions.
d) Where applicable, details of after-sales services and commercial guarantees.
e) The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract.
5.2. All Orders for Services made by you will be subject to these Terms and Conditions.
5.3. You may change your Order at any time before We begin providing the Services by contacting Us in writing.
5.4. If your Order is changed, We will inform you of any change to the Price in writing.
5.5. You may cancel your Order. If you request that your Order be cancelled you must confirm this in writing. We will charge you for all reasonable costs incurred up to the time of the cancellation.
5.6. We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. Cancellations will be confirmed in writing. We will issue a full refund of any charges for services that have not been provided in the event We cancel Your Order.

6. Price and Payment
6.1. In consideration for the provision of the Services, you shall pay to Us the charges in accordance with this clause 6.
6.2. The Price payable for the Services provided by Us shall be that shown in Our quotation or if no quote was provided, the Contract. Quotations are valid for a period of 3 months from the date of issue, beyond which We reserve the right to review and amend the price offered.
6.3. All Prices payable by you exclude amounts in respect of Value Added Tax (VAT), which you shall additionally be liable to pay to Us at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.4. Before We begin providing the Services, We may request that you to pay a Deposit for the Services. The requirement, amount and due date for payment of your Deposit will be included in the quotation provided. The Deposit shall be retained by Us for the duration of the Contract and used against the total Price payable for the Services. If there are any surplus funds from the Deposit following final payment, We shall refund you the balance within a reasonable period unless any other outstanding charges are due to Us,
6.5. If your Order is cancelled by Us, your Deposit will be refunded in part, deducting any reasonable expense incurred by Us up to the date of cancellation. If your Order is cancelled by you, it is at Our discretion as to whether your Deposit will be refunded, and where it is refunded we may deduct any reasonable expense incurred by Us up to the date of cancellation.
6.6. Unless otherwise specified in the Order Confirmation, invoices for Services will be payable within 30 days after the date on the invoice unless otherwise stated in the Contract and shall be paid in full and in cleared funds to a bank account nominated in writing by Us.
6.7. If you dispute the amount on the invoice, you must notify us within 7 calendar days of the date on the invoice. If no such notice is received by the end of this period, it will be deemed that you have accepted the invoice as correct and payment in full will be due. Where We are notified of the dispute within the timeframe set out in this clause you may only withhold payment for the amount in dispute.
6.8. If you do not make payment to Us by the due date as shown on the invoice, without limiting Our remedies under clause 13. We may charge you interest on the overdue sum at 4% a year above the base lending rate of the Bank of England from time to time, but 4% a year for any period when the base rate is below 0%. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. A separate invoice will be raised to cover the amount of the interest and you must pay any interest due when paying an overdue sum.
6.9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Providing the Services
7.1. As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the industry and in accordance with the Contract. At all times, whilst at your premises, we will ensure that we obey any security and health and safety requirements provided to Us.
7.2. We will begin providing the Services on or from the date confirmed in Our Order Confirmation.
7.3. Where services are on-going, We will continue providing the Services for as per the Contract.
7.4. We will make every reasonable effort to complete the Services on time and in accordance with the agreed specification. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 10 for events outside of Our control.
7.5. We will provide all elements of the service in line with the Contract.
7.6. If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.
7.7. If the information or action required of you under sub-Clause 7.6 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
7.8. In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 7.6, We may suspend the Services and will inform you of that suspension in writing.
7.9. In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention, We will inform you in advance in writing before suspending the Services.
7.10. If the Services are suspended under sub-Clauses 7.8 or 7.9, you will be invoiced for the work completed up to the date of suspension. You must also pay any invoices that you have already received from Us by their due dates.
7.11. If you do not pay Our undisputed invoices by the due date, and you have not cured this breach within a further 7 days of our notice to you, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 6.8.

8. Problems with the Services and Your Legal Rights
8.1. We use reasonable efforts to ensure that Our provision of the Services is in accordance with the Contract. If, however, there is a problem with the Services you must inform Us as soon as is reasonably possible.
8.2. We will use best efforts to remedy problems with the Services as quickly as is reasonably possible and practical in accordance with the Contract.
8.3. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 7.7 will apply, and We may charge you for remedial work.

9. Our Liability
9.1. Nothing in this clause shall limit your payment obligations set out in clause 6 of these Terms and Conditions.
9.2. Carbonxgen’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement, shall not exceed an amount equal to the total charges paid by the Customer under this Agreement in the 12 months immediately preceding the date on which the claim arose.Subject to clause 9.3, the following types of loss are wholly excluded:
a) Loss of profits;
b) Loss of sales or business;
c) Loss of agreements or contracts
d) Loss of anticipated savings;
e) Loss of use or corruption of software, data or information
f) Loss of or damage of goodwill; and
g) Indirect or consequential loss.
9.3. Nothing in these Terms and Conditions seeks to exclude or limit Our liability which cannot legally be limited, including liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.
9.4. This clause 9 shall survive termination of the Contract.
9.5. For more details of Your legal rights, please seek independent legal advice.

10. Events Outside of Our Control (Force Majeure)
10.1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
10.2. If any event described under this Clause 10 occurs that is likely to adversely affect Our performance of any of Our obligations under the Contract then:
a) We will inform you as soon as is reasonably possible.
b) Our obligations under the Contract will be suspended and any time limits that We are bound by will be extended accordingly.
c) We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of Services, as necessary.
10.3. If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel in accordance with clause 13. Any refunds due to you as a result of cancellation will be paid to you in accordance with clause 6.
10.4. If the event outside of Our control continues for more than 12 weeks, We may cancel the Contract in accordance with Our right to cancel under sub-Clause 5.6 and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and at the latest within 30 days of the date of our notice to cancel.

11. Data Protection and Confidentiality
11.1. Both parties will comply with all applicable requirements of data protection legislation.
11.2. We shall process your personal data in accordance with Our Privacy Policy. For any enquiries or complaints regarding data privacy, you can contact Our Data Protection Officer at the following e-mail address: compliance@carbonxgen.com.
11.3. Neither Party shall, without the authority of the other, disclose to any third party any Confidential Information concerning the products, customers, business, accounts, finance or contractual arrangements or other dealings, transactions, or affairs of the other which may come to that Party’s knowledge in the course of performing its duties under this Contract.
11.4. Nothing contained in Clause 11.3 shall prevent either Party who receives Confidential Information (“Receiving Party”) from disclosing the Confidential Information of the other Party (“Disclosing Party”):
a) to any of its employees, directors, affiliates, or sub-contractors (“Authorised Representatives”) to the extent that such persons have a need to know such Confidential Information in order to perform their obligations under this Contract.
b) where required or requested by law, regulation, rules of a stock exchange, or to any government department or other authority, court or arbitrator having statutory authority or jurisdiction to require the disclosure of that Confidential Information, provided that in the event of such disclosure, the Receiving Party shall (to the extent permitted by law or regulation) notify the Disclosing Party of such disclosure as soon as reasonably practicable; or
c) if that information is already in the public domain or enters the public domain through no act or default on the part of the recipient of the information.
11.5. Upon completion of the Services, or upon written demand, the Receiving Party will return or destroy any Confidential Information to the Disclosing Party.
11.6. The confidentiality obligations hereunder will survive the term of the Services.
11.7. To protect our legitimate business interests, you covenant to us that you shall not:
a) attempt to solicit or entice away; or
b) solicit or entice away,

from our Services, the services of any Restricted Person. You shall be bound by the covenant in this clause during the term of the Contract, and for a period of 6 months after termination of the Contract. For the purposes of this clause, a Restricted Person means any firm, company or person engaged by us during the term of this Contract who has been engaged in the provision of the Services as an independent contractor. For the avoidance of doubt this does not include third party suppliers referenced in clause 13 of these Terms and Conditions.

12. Termination
12.1. If you wish to terminate the Contract for the Services before the Services begin, you may do under sub-Clause 5.5.
12.2. Once We have begun providing the Services, you can terminate the Contract with 90 days’ written notice. Any payments will be made in accordance with clause 6. If we have provided Services that you have not yet paid for, We will invoice you for those sums and you will be required to make payment in accordance with Clause 6.
12.3. Without affecting any other rights or remedies available to you, if any of the following events under clauses 12.3.1 to 12.3.5 occur, you may terminate the Contract immediately by giving Us written notice.
a) We have breached the Contract in any material way which is irremediable, or We have failed to remedy that breach within 30 days of you asking Us to do so in writing:
b) We enter into liquidation or have an administrator or receiver appointed over Our assets;
c) Our financial position deteriorates so far as to reasonably justify the opinion that Our ability to give effect to the terms of the Contract is in jeopardy
d) We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 10.1); or
e) We change these Terms and Conditions to your material disadvantage.
12.4. We may cancel your Order for the Services before the Services begin under sub-Clause 5.6.
12.5. Once We have begun providing the Services, We may terminate the Contract at any time with 90 days’ written notice. Any payments will be made in accordance with clause 6. If we have provided Services that you have not yet paid for, We will invoice you for those sums and you will be required to make payment in accordance with Clause 6.
12.6. Without affecting any other rights or remedies available to Us, if any if the following events under clauses 12.6.1 to 12.6.5 occur, We may cancel the Services and the Contract immediately by giving you written notice.
a) You fail to make a payment on time as required under Clause 6 (this does not affect our right to charge interest on overdue sums under clause 6);
b) Your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy;
c) You have breached the Contract in any material way which is irremediable, or you have failed to remedy that breach within 30 days of Us asking you to do so in writing;
d) We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 10.4); or
e) You enter into liquidation or have an administrator or receiver appointed over your assets.
12.7. For the purposes of this Clause 12, a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake, or misunderstanding.
12.8. On termination of the Contract for any reason you shall immediately pay Us all of the Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by you immediately on receipt.
12.9. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.10. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Third Party Suppliers
13.1. The Services provided by Carbonxgen may include the introduction of the Customer to third party suppliers of energy and/or related services (the “Suppliers”).
13.2. The Customer acknowledges and agrees that:
a) Carbonxgen does not itself supply energy;
b) the Customer will be required to enter into a direct contractual relationship with the relevant Supplier in order to receive energy or related services; and
c) Carbonxgen is not a party to, nor responsible for, the performance or non-performance of any contract entered into between the Customer and a Supplier.

14. Commission and Transparency
14.1. The Customer acknowledges that Carbonxgen may receive a commission, rebate, or other form of remuneration from the Supplier in respect of the introduction or the ongoing supply of services.
14.2. Carbonxgen shall inform the Customer of:
a) the basis upon which any such commission is calculated; and
b) the amount (or estimated amount) of commission payable by the Supplier to Carbonxgen, in accordance with its obligations under its introducer or agency agreements.

15. Compliance
15.1. Carbonxgen is committed to conducting its business in an honest and ethical manner. The Customer acknowledges that:
a) Carbonxgen maintains an anti-bribery and corruption policy and requires all parties with whom it contracts to comply with applicable anti-bribery laws and regulations;
b) Carbonxgen maintains a Modern Slavery Statement pursuant to the Modern Slavery Act 2015, a copy of which is available upon request; and
c) the Customer shall not engage in any practice which would cause Carbonxgen to be in breach of its policies or applicable laws relating to anti-bribery or modern slavery.

16. Communication and Contact Details
16.1. If you wish to contact Us, you may do so by telephone at 01252 878722 or by email at enquiries@carbonxgen.com or to the individual email addresses of any of our current staff.
16.2. In certain circumstances you must contact Us in writing (when terminating the Contract). When contacting Us in writing you may use the following methods:
a) Contact Us by email at enquiries@carbonxgen.com; or
b) Contact Us by pre-paid post at Carbonxgen Limited, 4 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire, GU47 9DN.
16.3. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place or sent by email to the address above. Any notice shall be deemed to have been received: (i) if delivered by hand at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (iii) business hours means 9am to 5:30pm Monday to Friday on a day that is not a public holiday in the place of receipt.

17. Complaints and Feedback
17.1. By providing feedback, reviews, or testimonials to Us (whether in writing, verbally, or electronically), you grant Us a non-exclusive, royalty-free, perpetual licence to use, reproduce, and publish such feedback (in whole or in part) for the purposes of promoting Our services, including display on Our website and other marketing materials. We will not publish any feedback that includes personal data without your consent.All complaints are handled in accordance with Our complaints handling policy and procedure, which is available upon request.
17.2. If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
a) In writing, addressed to Carbonxgen Limited, 4 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire, GU47 9DN.
b) By email, addressed to the Managing Director at enquiries@carbonxgen.com.
c) By contacting Us by telephone on 01252 878722 and asking to speak to the Managing Director.

18. Other Important Terms
18.1. You may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party with Our written consent and provided written notice is given.
18.2. We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of Our rights or obligations under the Contract. Your rights under the Contract will not be affected and Our obligations the Contract will be transferred to the third party who will remain bound by them.
18.3. The Contract is between you and Us. It is not intended to benefit any other person or third party in any way, other than your group companies, and no such person or party will be entitled to enforce any provision of the Contract under the Contracts (Rights of Third Parties) Act 1999.
18.4. If any of the provisions of the Contract are found to be unlawful, invalid, or otherwise unenforceable by a court in England or Wales or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of the Contract shall be valid and enforceable. If any provision of the Contract is deemed deleted under this cluse the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.5. Unless otherwise expressly stated in the Contract, a waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. No failure or delay by Us in exercising any of Our rights under the Contract means that We have waived that right, and no waiver by Us of a breach of any provision of the Contract means that We will waive any subsequent breach of the same or any other provision.
18.6. The Terms and Conditions and the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.7. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
18.8. No variation of the Contract shall be effective unless it is agreed in writing.
18.9. Carbonxgen shall retain ownership of all Intellectual Property in any reports or deliverables delivered in accordance with the Services.
18.10. Subject Carbonxgen receiving full payment attributable to the Services, Carbonxgen grants you a non-exclusive, royalty-free, non-transferable, licence to use the Intellectual Property solely for the purpose of receiving and using the reports or deliverables pursuant to the Services in your business.

19. Governing Law and Jurisdiction
19.1. These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England and Wales.
19.2. Each party irrevocably agree that any dispute, controversy, proceedings or claim arising out of or in connection to these Terms and Conditions, the Contract, or the relationship between the parties (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

(Version 11, 29th January 2026)