Riverse
Simplified joint stock company
Registered Office : 24 avenue des Pépinières, 94260 Fresnes
908 082 332 RCS Créteil
(« Riverse »)
April 2023
Riverse is a trading platform which connects, directly or indirectly, project developers who seek to finance projects with a positive impact on the environment to companies wishing to purchase carbon credits for their business needs.
Through this platform, Riverse-issued and certified carbon credits for a given project are sold by the project owner to an initial purchaser (the "Primary Purchaser"), who can then sell them to one or more purchasers, who are themselves entitled to sell them again to other players (the "Secondary Purchasers" and, with the Primary Purchaser, the "Purchasers").
The various transfers of ownership of carbon credits are recorded in the register kept by Riverse.
1.1 Transfers of certified carbon credits on the Riverse registry imply that the project owner, the initial seller, and any Purchaser, read and accepted these general terms and conditions of sale,applicable to any sale of carbon credits on the Riverse registry (the "GTCs").
1.2 The GTCs are systematically sent to all project owners and buyers as soon as their personal account is created on the Riverse platform. Consequently, any sale or acquisition of carbon credits implies full and unconditional acceptance of the GTCs on both the buyer and the seller side, to the exclusion of any other documents Riverse-issued which hold only indicative value.
1.3 Riverse reserves the right to modify the GTC, as it is specified that any modification will be automatically enforceable against any carbon credit Purchaser or Seller registered on the Riverse platform fifteen (15) days after its notification by any written means to the persons concerned.
2.1 Any carbon credit transfer between a Seller and a Buyer (a "CC Transfer") will be carried out in accordance with the terms and conditions agreed between them and for which Riverse cannot be held responsible under any circumstances.
2.2 For any CC Transfer, the relevant Purchaser undertakes to send to Riverse, by any written means (including e-mail), within ten (10) working days of the completion of the CC Transfer, a notice containing the following information:
2.3 If the Purchaser fails to notify Riverse of the CC Transfer, of the Transfer Price's payment and of the Commission's payment in accordance with paragraphs 2.2, 3.1 and 3.2 hereof, the CC Transfer shall be deemed not to have occurred for Riverse, which shall not be obliged to enter it in its register.
2.4 Within ten (10) working days following the Notification, Riverse commits to mention the completion of the CC Transfer in its register. At the end of this period, the relevant Purchaser may request Riverse to issue a certificate of ownership for the carbon credits subject to the CC Transfer.
3.1 For any CC Transfer, the Buyer commits to pay the Seller the total Assignment Price on the CC Transfer's date of completion, unless the Buyer and the relevant Seller agree to postpone the payment date.
3.2 On or before the date of the Notification, the relevant Buyer commits to pay to Riverse :
(the "Commission").
The Buyer and Riverse may postpone the date of payment of the Commission by mutual agreement.
3.3 The Buyer's Commission payment to Riverse shall be made in a single instalment by bank transfer to Riverse's account, the details of which have been previously communicated to the Buyer.
4.1 Prior to entering any CC Transfer, the Seller and Buyer shall both ensure that the other party has the legal capacity and authority to enter into, execute, deliver and perform its respective obligations under the CC Transfer, and Riverse shall not be liable in any way in this respect.
5.1 Riverse ensures that any Riverse-issued and certified carbon credits complies with the specifications defined by Riverse's methodology, as detailed in the "Riverse Standard Rulesfor European Greentechs" available on the company's website.
5.2 Riverse also commits to providing the Purchaser with information relating to the development of the projects it finances on a yearly basis. This information will be used to assess the projects' progress and to confirm the projects' actual carbon gains. The Purchaser may also request from Riverse, in a reasonable way, any evidence or documents relating to the projects concerned.
6.1 These GTC are governed and interpreted according to French law.
6.2 Any dispute in relation to these GTC shall be subject to the jurisdiction of the Commercial Court of Paris.
