October 2024

Parties:

• Royal Government of Cambodia (RGC), represented by the Ministry of Environment (MoE), whose address is [Insert Address], Cambodia ("Cambodia Carbon Registry" or "CCR").
• You (User)

Recitals

These Terms of Use set out the terms on which the Cambodia Carbon Registry offers to make the Cambodia Carbon Registry platform (Registry) available to the User.

The Registry serves as the national platform for registering and managing Green House Gas Emission Reduction (GHG ER) projects across Cambodia and facilitating the issuance, transfer, retirement, and cancellation of carbon credits.

The User wishes to use the Registry on the terms and conditions of this Agreement, as amended from time to time. Operative Provisions

1. General Terms of Use

1.1 The User acknowledges and agrees that when using the Cambodia Carbon Registry, the User will be subject to, and must comply with, these Terms of Use as modified from time to time in accordance with the terms hereof. 1.2 Where there is any inconsistency between these Terms of Use and the Program Rules and Requirements of the Cambodia Carbon Registry, the Program Rules and Requirements will prevail over these Terms of Use. 1.3 In addition, the User agrees to comply with any and all applicable regulations imposed and updated from time to time by a third-party regulator or authority designated by the Royal Government of Cambodia (RGC). 1.4 If the User does not agree to these Terms of Use, the User may not access or otherwise use the Cambodia Carbon Registry.

Specified Business Activities

1.5 The User may not conduct any of the following business activities in relation to its use of the Cambodia Carbon Registry without providing advance written notice to the MoE:
(a) purchasing, holding, transferring, retiring, or cancelling carbon credits on behalf of third parties; or 
(b) acting as an Agent on behalf of a Principal who owns or intends to own carbon credits. 1.6 Where the User conducts the business activities referred to in Clause 1.5, the User represents and warrants that: 
(a) in carrying out such business activities, it holds all necessary securities and/or financial services licenses and approvals required to undertake these activities in each of the jurisdictions in which it operates;
(b) where applicable, that Know-Your-Client checks have been conducted on each of the customers it is undertaking the business activities on behalf of; and
(c) if acting as an Agent, it has full, valid, and current authority to represent and act on behalf of the Principal (who shall be fully liable for the acts and omissions of the Agent) and that such authority has not been revoked. Related Instruments 1.9 The User may not conduct any of the following business activities without the express written consent of the MoE, which is to be granted in the MoE's sole and absolute discretion:  (a) creating Related Instruments;
(b) marketing Related Instruments;
(c) transacting in Related Instruments in any form whatsoever.

2. Term

2.1 These Terms of Use commence on the date on which the User indicates on the Cambodia Carbon Registry website that the User agrees with and accepts the Terms of Use (Commencement Date) and shall continue in effect until terminated in accordance with Clause 14 (End Date).

3. Services

3.1 The MoE, through the Cambodia Carbon Registry, provides an electronic platform to list GHG ER projects that follow the applicable protocols and standards for the relevant programs and record the issuance, transfer, retirement, and cancellation of carbon credits within the Cambodia Carbon Registry.

3.2 The Cambodia Carbon Registry lists GHG ER projects and issues carbon credits in accordance with the Program Rules and Requirements of each program it administers. Accordingly, before a GHG ER project can be listed or carbon credits issued, the User must provide the MoE with appropriate documentation for its approval in accordance with the procedures set out by the MoE.

4. Opening an Account

4.1 A User may request that the MoE open a Cambodia Carbon Registry Account for that User in accordance with the procedures set out by the MoE.

4.2 The MoE will only open a Cambodia Carbon Registry Account for a User if:  (a) the User is not an individual (being a natural person); (b) the User has indicated its acceptance of these Terms of Use; and (c) the User has provided sufficient identification and other information to satisfy any relevant Know-Your-Client (KYC) and/or other compliance screening and background check requirements in accordance with the procedures set out by the MoE.

5. Listing a Project

5.1 Once the User has opened a Cambodia Carbon Registry Account, the User may request that the MoE list a GHG ER project in accordance with the procedures set out by the MoE, including any Program Rules and Requirements. 5.2 The MoE will require any User who intends to list a GHG ER project to provide all documentation and information as required by the relevant Program Rules and Requirements.

6. Issuance of Carbon Credits

6.1 A User may request that the MoE issue carbon credits to its Cambodia Carbon Registry Account in accordance with the relevant Program Rules and Requirements.

6.2 The MoE will require any User who intends to issue carbon credits in the Cambodia Carbon Registry to provide all documentation, attestations, and information as required by the relevant Program Rules and Requirements.

7. Recording the Transfer of Carbon Credits

7.1 Upon receiving notification from the User or a Financial Market Settlement System that there has been an erroneous or fraudulent dealing related to carbon credits in the Cambodia Carbon Registry, the MoE may, at its total discretion, reverse the transaction or movement of carbon credits or remove any carbon credits being held in a User's Cambodia Carbon Registry Account.

8. Cancellation and Retirement of Carbon Credits

8.1 The User may request that the MoE cancel or retire carbon credits in accordance with the relevant Program Rules and Requirements and the procedures set out by the MoE.

8.2 Upon cancellation or retirement:
(a) all legal and beneficial title and interests in such carbon credits will be extinguished; and
(b) neither the MoE, the User, nor any other person with Legal or Beneficial Ownership Rights will have any further rights to take the benefit of such carbon credits or the underlying Environmental Benefits corresponding to such carbon credits.

9. Legal Title to Carbon Credits

9.1 Notwithstanding anything in Clause 6, the User acknowledges and agrees that the MoE does not guarantee legal title to the carbon credits, and the User relies on any content obtained through the Cambodia Carbon Registry at its own risk.

10. Fees and Charges

10.1 Fees and charges payable for use of the Cambodia Carbon Registry are contained in each Program's Fee Schedule, as updated from time to time.

11. Limitation of Liability and Indemnification

11.1 The User assumes full responsibility and risk of loss resulting from its use of the Cambodia Carbon Registry and will have no claim whatsoever against the MoE or its independent contractors, other than where liabilities are determined by final adjudication to have been caused by the MoE's or its independent contractors' fraud, gross negligence, or willful misconduct.

12. Termination and Suspension

12.1 The MoE may terminate these Terms of Use by giving not less than ten (10) Business Days' notice in writing to the User, except in the event of a material breach of the Terms of Use, in which case the MoE may terminate these Terms of Use immediately.

13. Force Majeure

13.1 To the extent the MoE is prevented by Force Majeure from fully performing any of its obligations under these Terms of Use, the MoE shall be excused from the performance of such obligations for as long as the Force Majeure event is continuing. Definitions Agent: Any User of the Cambodia Carbon Registry 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 Cambodia Carbon Registry services. Carbon Credit: A unit issued by, and held in the Cambodia Carbon Registry representing the right of an accountholder in whose account the unit is recorded to claim the achievement represented by the unit. GHG ER Project: A project that reduces or removes greenhouse gas emissions in accordance with the applicable Program Rules and Requirements. Program Rules and Requirements: Those rules and requirements adopted by the MoE and set forth in the Program Rules and Requirements for the relevant programs administered by the Cambodia Carbon Registry.