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CAPTURIANT PROGRAM REQUIREMENTS
These CAPTURIANT PROGRAM REQUIREMENTS (the “Program Requirements”) set out the Capturiant rules and requirements for developing and operating Projects that generate Environmental Asset Credits (“EACs”) that are real, additional, permanent, unique, and independently Verified. Project Developers also have the option to request Performance Environmental Asset Credits (“PEACs”) after a successful Validation. All Projects are assessed against these Program Requirements to determine whether the Project is eligible for listing on the Capturiant Website, and Assets generated from the Project are eligible for registration on the Capturiant Registry and trade on the Marketplace. These Program Requirements form a part of and are subject to the Capturiant Platform Terms of Service.
1.1 Overview of the Capturiant Platform
The Capturiant Platform:
· Incorporates these Program Requirements which establish transparent requirements for the listing and Validation of Projects that create Environmental and Sustainable Development Benefits and the Verification of such Environmental and Sustainable Development Benefits;
· Utilizes the Tokenization Process to create trusted, unique, and transferable Assets comprising units of the generated Environmental and Sustainable Development Benefits, which are fungible with Assets of the same Unit Type, all within a context of quality, credibility, and transparency;
· Stimulates innovation in Environmental and Sustainable Development Benefit systems, processes, and technologies and facilitates funding of Project operations by offering Project Developers the option of selling PEACs prior to Verification;
· Enables registration of all minted Assets on the Capturiant Registry, a secure registry system utilizing blockchain technology that offers assurance against double counting and serves as the system of record identifying the Controller of registered Assets;
· Securely stores the tokenized and registered Assets in the eVault and enables the Controller, Owner, and Secured Party (if any) to generate an Interest Certificate evidencing such control and/or interest in such Asset for third party disclosure;
· Encourages the consumption of Assets, by either retirement or forced expiration, to actually create a positive impact on the environment; and
· Incorporates the Marketplace which enables investors, buyers, sellers, and the market to freely trade in the Assets and have the transactions tracked and evidenced on the Capturiant Registry.
1.2 Overview of the Program Requirements
These Program Requirements set forth the obligations and agreements of Project Developers in having Projects listed on the Capturiant Website and obtaining minting of Assets generated by or resulting from such Projects for maintenance in the eVault and registration on the Capturiant Registry.
These Program Requirements also articulate the Capturiant Standard for sustainable development Projects and GHG Reductions. The Capturiant Standard relies upon the requirements set out in (a) the International Organization for Standardization (“ISO”) 14060, particularly ISO 14064-1, ISO 14064-2 and 14064-3:2019 (b) the UN Sustainable Development Goals (“SDGs), and (c) the GHG Protocol.
Projects may qualify for listing on the Capturiant Website and minting of Assets eligible for registration on the Capturiant Registry through compliance with an Applicable Standard and the requirements of an Applicable Standards Body, as further described below.
These Program Requirements serve as the overarching program document and describe the required standard and eligible methodologies, and provide the rules and requirements governing Project listing, registration, Validation, and Verification requirements, and the minting of EACs and PEACs.
1.3 Language
The operating language of the Capturiant Program is English. The Capturiant Program documents may be translated into other languages to facilitate local use. However, the English versions of Capturiant Program documents, and the interpretation of same, shall take precedence over any other language translations.
1.4 Definitions
For definitions applicable to the Capturiant Program, please see Schedule 1 attached hereto and the Schedule 1 attached to the Platform Terms of Service.
1.5 Capturiant Program Templates and Forms
The following forms shall be used by Project Developers:
· Uniform Project Description (UPD)
· Project Design Document (PDD)
2.1 Capturiant Program Scope
The Capturiant Program provides the standard and framework for Project Developers to list Projects on the Capturiant Website, Validate Projects within the Capturiant Program, Verify the Environmental and Sustainable Development Benefits associated with those Projects, request minting of PEACs and/or EACs, and continue monitoring and accounting of the Assets. The scope of the Capturiant Program covers all those activities related to the generation of EACs. The scope does not include carbon footprint assessments or carbon neutrality claims.
Although the Project Developers participate in the Capturiant Program on a voluntary basis, by accepting the Terms of Service, the Project Developers agree that these Program Requirements set out the Project Developer’s obligations and agreements for participation.
2.2 Capturiant Program Requirements
The rules and requirements for the Capturiant Program are set out in the following sections:
· Capturiant Standard and Applicable Standard
· Project Methodologies
· Project Listing
· Project Validation
· Environmental and Sustainable Development Benefit Verification
· Asset Minting
· The Capturiant Registry
· Reversal Events
· Conversion of PEACs
· Capturiant Fee Schedule
· Capturiant Quality Control
· Changes in Constitution of Project Developer
· Warranties
2.3 Roles and Responsibilities
2.3.1 Project Developers The Project Developer is the Person with overall control and responsibility for the Project and who has enrolled as an Account Holder on the Capturiant Platform. A Project may have one Project Developer, or there may be a number of Persons who collectively have overall control and responsibility for a Project. The Project Developer must establish and operate the Project in accordance with the Capturiant Program Requirements.
The Project Developer agrees to unilateral representations with respect to its Project and Assets as described in the Terms of Service. In the event that Capturiant, any Validation Body, any Verification Body, any Applicable Standards Body, or a relevant Governmental Authority determines that Environmental and Sustainable Development Benefits for a Project were incorrectly quantified or reported (either at initial minting or at a subsequent Verification) for any reason, including a Reversal, such that the number of Assets minted to the Project Developer and registered, including those in Buffer Status, was incorrect, it is Project Developer's responsibility to replace the excess Assets with an equivalent amount of comparable Assets or financially compensate the then-current Controller of the Assets for the difference, irrespective of whether the Assets are still held by Project Developer as Controller.
2.3.2 Validation Body Validation Bodies have been approved and engaged by Capturiant to Validate whether Projects meet the Program Requirements. Project Developer selects one of the available Validation Bodies to provide Validation Services with respect to the Project.
2.3.3 Verification Body A Verification Body has been approved by Capturiant to Verify the Environmental and Sustainable Development Benefits. Verification Bodies are required to enter into an agreement with the Project Developer to perform Verification of the Environmental and Sustainable Development Benefits generated by or resulting from the Project Developer's Project.
2.3.4 Capturiant The Capturiant Platform is managed by Capturiant, which is an organization incorporated under the laws of the Delaware in the United States. Capturiant is responsible for managing, overseeing, and operating the Capturiant Platform, including and not limited to the Capturiant Website, the Capturiant Registry, the eVault, and the Marketplace. Capturiant also:
a) Lists eligible Projects on the Capturiant Website;
b) Establishes, maintains, and oversees the Capturiant Program;
c) Enters into agreements with Applicable Standards Bodies (as applicable) and Verification Bodies for participation in the Capturiant Program; and
d) Mints Assets in accordance with the Capturiant Program and the Tokenization Process for deposit into the eVault, registration on the Capturiant Registry, and trade in the Marketplace.
2.3.5 Applicable Standards Body For those Project Developers that wish to participate in the Capturiant Program through compliance with an Applicable Standard (in addition to compliance with the Capturiant Standard), the requirements of the Applicable Standard Body will govern the Validation of the Projects, the Verification of the Project's Environmental and Sustainable Development Benefits, and the minting of corresponding Assets. Capturiant may, in its absolute discretion, accept or reject such requests from Project Developers. To facilitate any acceptance, Capturiant may, in its absolute discretion, enter into any necessary arrangements with any Applicable Standards Body to facilitate listing of Projects on the Capturiant Website and/or the transfer of minted units of Environmental and Sustainable Development Benefits to an Account on the Platform for registration as EACs on the Capturiant Registry. Upon acceptance, the Project Developer shall comply with the Capturiant Program.
3.1 Capturiant Standard
Environmental and Sustainable Development Benefits Verified under the Capturiant Standard and minted as EACs shall meet the following principles:
· Real: All Environmental and Sustainable Development Benefits generated by Projects must be proven to exist as described by the methodology.
· Measurable: All Environmental and Sustainable Development Benefits must be quantifiable using recognized and approved measurement tools against a legitimate baseline.
· Permanent: Adequate safeguards are in place to minimize risk associated with Reversals of Environmental and Sustainable Development Benefits and a system exists to guarantee any Assets associated with the Reversed Environmental and Sustainable Development Benefits will be replaced or compensated.
· Additional: Environmental and Sustainable Development Benefits must be additional to what would have happened under a business-as-usual scenario if the Project had not been carried out.
· Independently Audited: All Environmental and Sustainable Development Benefits must be verified to a reasonable level of assurance by a Verification Body that is accredited and has the expertise necessary in both the country and sector in which the Project is taking place.
· Unique: Each Environmental Asset Credit must be unique and must only be associated with a single Environmental and Sustainable Development Benefit. There must be no double counting or double claiming of the Environmental and Sustainable Development Benefit.
· Transparent: There must be sufficient and appropriate public disclosure of Environmental and Sustainable Development Benefit-related information to allow intended users to make decisions with reasonable confidence.
· Complete: All Environmental and Sustainable Development Benefit activities must be accounted for and reported on within the chosen Project boundary. Any specific exclusions must be disclosed and justified.
(Collectively referred to herein as the “The Capturiant Standard”). More specific details about each principle can be found at the link provided.
3.2 Applicable Standard
These Applicable Standard Bodies are eligible to participate in the Capturiant Program:
· United Nations Clean Development Mechanism
· Other Standards available for review upon request
A Project Developer may rely upon a methodology approved under an Applicable Standard (3.2 above) directly, adapt a methodology approved by an Applicable Standard, submit their own methodology for consideration, or request help in developing a methodology specific to their activity for any Projects participating in the Capturiant Program. All methodologies used must meet or exceed The Capturiant Standard, mentioned in section 3.1 above and detailed here.
The Capturiant Program may issue its own methodologies that set out the procedures for quantifying the Environmental and Sustainable Development Benefits of a Project and provide guidance to help Project Developers define the Project, establish baselines, evaluate additionality, and ultimately quantify the Environmental and Sustainable Development Benefits.
The list of Capturiant-approved methodologies may be found here.
From time to time, a methodology may be revised, withdrawn, or put on hold. When performing a Validation or Verification, the current and valid version of a methodology must always be used.
5.1 New Projects
To list a Project on the Capturiant Website, the Project Developer must:
· Cause an Account to be opened on the Capturiant Platform in the name of the Project Developer;
· Submit a complete and accurate Uniform Project Description and accompanying documentation to Capturiant; and
· Pay all appropriate Fees required in the Capturiant Fee Schedule.
By submitting the Project for listing on the Capturiant Website, the Project Developer makes the representations and warranties set forth in the Capturiant Platform Terms of Service.
Capturiant will review the Uniform Project Description for completeness and compatibility with these Program Requirements. If the Project Developer has submitted all required information and the Project appears, based on that information, potentially eligible for Validation, then Capturiant will list the Project on the Capturiant Website as "Submitted." During its review, Capturiant may request more information and/or documentation from the Project Developer.
When a Project is listed as "Submitted," the Uniform Project Description will be posted on the Capturiant Website for public display and will be available for viewing by all Account Holders and all users of the Capturiant Website, except to the extent included in the Exhibit to the Uniform Project Description designated for sensitive, confidential, or proprietary information and data of Project Developer. Once posted, a Uniform Project Description may not be modified or amended (except to correct non-material, administrative errors), but new versions of a Uniform Project Description may be posted to reflect necessary updates and revisions.
Capturiant may refuse to list any Project, in its sole discretion.
5.2 Existing Projects
Existing Projects that have been registered with other Applicable Standard Body (see 3.2) registries may be transferred to the Capturiant Program as a "Submitted" Project.
To transfer a Project to the Capturiant Platform, the Project Developer must comply with Section 5.1 above and must also submit with the Uniform Project Description the following documentation:
· Validation of the Project in accordance with the Applicable Standard;
· Compliance with the requirements of the Applicable Standards Body;
· Each Verification of the Environmental and Sustainable Development Benefits generated by the Project (if applicable);
· Each unit of Environmental and Sustainable Development Benefit generated by the Project issued by the Applicable Standards Body for the Project, including the unique numeric or alpha-numeric identifier assigned to the unit and any such units held in any buffer account or status (if applicable),
· Proof of cancelation, or transfer (if applicable), of each such unit of Environmental and Sustainable Development Benefit from the registry of the Applicable Standard Body (which proof must be provided prior to acceptance by Capturiant of the Project as “Validated” or “Verified” as applicable); and
· Any other information or data requested or required by Capturiant.
6.1 Submission of Information and Documentation to Validation Body
Once a Project is listed on the Capturiant Website as "Submitted", the Project Developer shall select a Validation Body and submit the Uniform Project Description, with all required accompanying documentation, to the Validation Body for Validation Services.
The Validation Body will assess whether the Project is being developed and/or operated in accordance with the Capturiant Standard or an Applicable Standard, the appropriate methodology, and these Program Requirements. After review, the Validation Body will submit its Validation report to Capturiant and to the Project Developer. Capturiant may request more information from the Validation Body or Project Developer.
Upon Capturiant's acceptance of the Validation of the Project, the Project will be listed on the Capturiant Website as "Validated."
Once a Project is Validated, the Project Developer may request minting of PEACs in accordance with Section 8 of these Program Requirements.
6.2 Validation Fees
Project Developer shall pay the Approved Validator chosen their agreed upon Validation Services Fee, as set out in the Capturiant Fee Schedule. If the Project Developer requests the minting of PEACs, the Project Developer shall also pay Capturiant the minting Fee.
6.3 Existing Projects
Existing Projects that have qualified as “Submitted” on the Capturiant Website may submit to Validation of the Project by a Validation Body or may submit documentation of the original validation of the Project under the Applicable Standard, which may be accepted by Capturiant in its sole discretion. Once the existing Project has either completed Validation or Capturiant has accepted its prior validation, the Project will be designated as “Validated” on the Capturiant Platform.
7.1 Submission of Information and Documentation to Verification Body
The Project Developer may choose when to submit its Project to a Verification Body, subject to the requirements of the applicable methodology.
To Verify the Environmental and Sustainable Development Benefits generated by a Project, the Project Developer must engage a Verification Body and submit the Uniform Project Description, the Validation report for the Project, and all required accompanying documentation to the Verification Body.
The Verification Body will Verify the generation of the Environmental and Sustainable Development Benefits associated with the Project and provide a Verification report to Capturiant and the Project Developer. Capturiant may request additional information from the Verification Body and Project Developer.
Upon Capturiant’s acceptance of the Verification of the Environmental and Sustainable Development Benefits associated with the Project, the Project will be identified on the Capturiant Website as “Assets Verified.”
Once the Environmental and Sustainable Development Benefits of a Project are Verified, the Project Developer may request minting of EACs in accordance with Section 8 of these Program Requirements.
Although not required, the Project Developer may simultaneously submit a Project for listing, Validation, and Verification.
7.2 Existing Projects
Existing Projects that have qualified as “Validated” may submit the Environmental and Sustainable Development Benefits generated by or resulting from the Project to Verification by a Verification Body. Alternatively, the Project Developer may submit documentation of all prior verifications of the Project’s Environmental and Sustainable Development Benefits under the Applicable Standard, which may be accepted by Capturiant in its sole discretion. Once the existing Project has either completed Verification or Capturiant has accepted its prior verifications, the Project will be identified as “Assets Verified” on the Capturiant Website, and the Project Developer may request minting of Assets and in accordance with Section 8 of these Program Requirements after providing proof of cancelation or transfer (if applicable), acceptable to Capturiant in its sole discretion, of each unit of Environmental and Sustainable Development Benefit from the registry of the Applicable Standard Body.
7.3 Periodic Verification Reports and Representations
Project Developers of all Validated Projects must regularly submit to Capturiant updated versions of the Uniform Project Description as may be required to maintain the accuracy and currency of the information contained therein over time.
All Project Developers must engage a Verification Body and submit the then-current version of the Uniform Project Description to such Verification Body in accordance with the timetable set forth in the applicable methodology for the ongoing monitoring of the generation of Environmental and Sustainable Development Benefits. After review and Verification, the Verification Body will submit its Verification report to Capturiant and the Project Developer. Capturiant may request additional information from the Verification Body or Project Developer.
Upon Capturiant’s acceptance of the subsequent Verification of the Project, the Project listing on the Capturiant Website will be updated to include the new Verification date.
Once the Environmental and Sustainable Development Benefits of a Project are again Verified, the Project Developer may request Minting of additional EACs in accordance with Section 8 of these Program Requirements.
7.4 Verification Fees
The Project Developer shall pay to the applicable Verification Body the Verification Fee.
7.5 Rotation of Validation Bodies and Verification Bodies
Rotation of the use of a particular Validation Body and/or Verification Body is required as follows:
7.5.1 Although Validation and the first Verification of a Project may be performed at the same time, such activities must be performed by a Validation Body that is different from the Verification Body.
7.5.2 A Verification Body may not perform more than two (2) consecutive Verifications of a Project’s Environmental and Sustainable Development Benefits. Once the 2nd Verification is performed, the Project Developer must engage a different Verification Body to perform the next consecutive Verifications. A Verification Body may again perform a Verification of the Project’s Environmental and Sustainable Development Benefits only after at least one (1) Verifications have been performed by other Verification Bodies.
8.1 Performance Environmental Assets (PEACs) Minting
Environmental and Sustainable Development Benefits generated from Projects Validated under the Capturiant Standard shall be minted as PEACs that meet the principles of Section 3.1 (excluding Verification) upon request by the Project Developer. Environmental and Sustainable Development Benefits generated from Projects Validated under an Applicable Standard shall be minted as PEACs that meet the principles of Section 3.1 (excluding Verification), in addition to those of the Applicable Standard for ex-ante credits (if any), upon request by the Project Developer.
Upon approval of the Validation of a Project, the Project Developer may request minting of PEACs. A Project Developer may request and obtain minting of PEACs only once with respect to a Project, and that request and minting must occur before the initial Verification of Assets generated by that Project.
PEACs are minted only if the Project Developer has met the requirements of Section 8.2 below, except those requirements specific to Verification. Project Developer must also have paid the appropriate minting Fee for the PEACs as required by Capturiant as set out in the Capturiant Fee Schedule. Additionally, Project Developer must submit for Capturiant’s approval a planned Verification schedule for the Project’s Environmental and Sustainable Development Benefits.
A certain percentage of the PEACs approved for minting will be minted in Buffer Status, in accordance with the requirements of the applicable methodology. A larger percentage of PEACs will be minted in Buffer Status than if the PEACs were EACs, due to the risks associated with the lack of Verification of the underlying Environmental and Sustainable Development Benefits.
All PEACs shall be minted with an Expiration Date, which will be the same Expiration Date that would have been assigned to the assets if they were being minted as EACs. The Expiration Date will survive conversion of the PEACs to EACs and will not be changed in the conversion process (see Section 11 below). Expired PEACs shall be cancelled by Capturiant on the Expiration Date, including those Assets which have been transferred or sold by the Project Developer to another Account Holder.
8.2 Environmental Asset Credits (EACs) Minting
Upon Capturiant’s acceptance of the Verification of Environmental and Sustainable Development Benefits associated with a Project, Capturiant will perform a final Authentication. Upon Authentication that the Capturiant Standard has been met, the Project Developer may request minting of EACs. The number of EACs minted shall correspond to the number of Verified Environmental and Sustainable Development Benefits.
All PEACs minted in connection with a Project (see Section 8.1 above) will be converted to EACs as described in Section 11 below before new EACs are minted. The total of converted PEACs and newly minted EACs will not exceed the number of Verified Environmental and Sustainable Development Benefits. If the number of minted PEACs exceed the Verified Environmental and Sustainable Development Benefits, no new EACs will be minted.
A certain percentage of the EACs will be minted in Buffer Status, in accordance with the requirements of the applicable methodology, as explained in Section 8.4 below and Section 4 above.
Capturiant will only mint EACs if:
· Project Developer has submitted complete and signed documentation required by these Program Requirements and the requirements of any Applicable Standards Body, including an accurate, complete, and current version of the Uniform Project Description, the Validation report and the most-current Verification report;
· Capturiant is satisfied (based solely on the updated Uniform Project Description provided by Project Developer and information provided by the Validation Body and the Verification Body) that the “Assets Validated” Project for which EACs are to be minted meets the Capturiant Standard or any Applicable Standard, and otherwise meets with these Program Requirements and all other requirements of Capturiant;
· Project Developer complies with all Applicable Laws;
· Project Developer has paid any applicable Verification Fee due to the Verification Body and any minting Fee required by Capturiant as set out in the Capturiant Fee Schedule; and
· Project Developer has complied with any other requirements specified by Capturiant or any Applicable Standards Body from time to time.
All EACs shall be minted with an Expiration Date. PEACs which are converted to EACs shall retain the Expiration Date originally assigned to the PEAC at minting. Expired EACs shall be cancelled by Capturiant on the Expiration Date, including those Assets which have been transferred or sold by the Project Developer to another Account Holder.
8.3 Tokenization Process.
All Assets, whether or not designated as in Buffer Status, shall be subjected to the Tokenization Process as part of the minting process. Capturiant will mint a Token corresponding to each Asset and generate the Serial Number. The Token shall be deposited into the eVault and shall remain in the eVault at all times while the Asset is registered on the Capturiant Registry.
All Account Holders, including Project Developer, acknowledge and agree that the Asset shall be associated with the Token, and the Token shall have no legal existence or value independent of the Asset. The Asset may not be transferred or owned separate and apart from the Token. Further, except as permitted in the Platform Rules, the Token may not be divided, subdivided, fractionalized, or made into a derivative.
Once the Tokenization Process and minting is complete, Capturiant shall associate the Serial Numbers of the minted Assets with the Project Developer’s Account.
8.4 Buffer Status Designation
Capturiant shall place in Buffer Status a certain percentage EACs and PEACs minted to a Project in accordance with the risk analysis under the applicable methodology. In order to address the non-permanence risk associated with certain Projects, all Assets in Buffer Status may not be collateralized, sold, transferred, or retired. Only Capturiant may remove the Buffer Status designation from an Asset.
8.5 Existing Projects
Existing Projects that have qualified as "Verified" may request minting of Assets in accordance with Section 8 of these Program Requirements, to the extent permitted under the Applicable Standard and the requirements of the Applicable Standards Body. Project Developer may seek to convert into EACs and/or PEACs those units of Environmental and Sustainable Development Benefit previously generated by the Project and minted by the Applicable Standards Body for the Project, provided that such conversion is permitted by the Applicable Standards Body and Capturiant and Project Developer has provided to Capturiant sufficient information and documentation concerning the prior minting of such units, including those held in any buffer account or status (if applicable), and the serial or identification numbers assigned to such Environmental and Sustainable Development Benefits by the Applicable Standards Body, and the removal and/or cancellation of those units from any other registries. If Capturiant is satisfied with the information and documentation received, then they will proceed to Authenticate these Existing Projects and designate them as available for either PEAC or EAC, at Capturiant’s sole discretion.
Once the Token is created and deposited into the eVault, and the Serial Number of the Asset has been associated with the Account of the Project Developer, the Asset is registered on the Capturiant Registry. The Capturiant Registry is the system of record and provides full transparency regarding the Account Holder that is the Controller and the Account Holder that is the Owner of the registered Asset, the minting date of such Asset, its Unit Type and its Serial Number, the Expiration Date of such Asset and whether the Asset is in Buffer Status or Dispute Status, the Project with which such Asset is associated, and whether such Asset has been cancelled or retired or has expired. The Project Developer is designated as the initial Owner and Controller of all Assets minted in connection with the Project.
Additional information on the Capturiant Registry, its functionality and its rules and requirements, is provided in the Terms of Service and the Registry Rules. Project Developer may collateralize the Assets in accordance with the Registry Rules.
All Controllers, including Project Developers, acknowledge and agree that they are required to maintain registration on the Capturiant Registry of the PEACs and EACs in the Controller's Account, including those in Buffer Status or Dispute Status:
· With respect to PEACs, for the lesser of (i) the life of such PEACs through conversion, expiration, cancellation, or retirement, or (ii) so long as the Controller retains control of such PEACs, and
· With respect to EACs, for the lesser of (i) 5 years, (ii) the life of such Assets through expiration, cancellation, or retirement; or (iii) so long as Controller retains control of such EACs (the "Exclusivity Period").
A Reversal event occurs if a subsequent Verification identifies a net reduction in Environmental and Sustainable Development Benefits generated by a Project than those supported by the Assets minted. A Project Developer may cure a Reversal by submitting documentation that addresses the Verification Body’s findings within ten (10) Business Days. Capturiant will review the additional documentation, in consultation with the Verification Body, to determine whether the Reversal has been cured.
If Capturiant determines that a Reversal occurred and has not been cured, Capturiant shall take the following actions in descending order until the Reversal is covered:
· Cancel the EACs in Buffer Status held by the Project Developer; and
· Place the EACs held by Project Developer into Buffer Status and/or cancel such EACs to the extent required.
With respect to the Assets identified above, the action shall be taken based on the order in which the Asset was minted - with most recently minted Assets first being placed into Buffer Status or cancelled, as applicable.
If the Reversal is still not fully covered after all actions above are taken by Capturiant, then Capturiant shall place a hold on the Project Developer’s Account to require the Reversal to be covered utilizing EACs subsequently Verified and minted. The hold will be lifted once the Reversal is covered.
Once Environmental and Sustainable Development Benefits are Verified for a Project, all uncancelled PEACs minted in connection with that Project are converted into EACs before new EACs are minted.
The total of converted PEACs and newly minted EACs will not exceed the number of Verified Environmental and Sustainable Development Benefits. If the number of minted PEACs exceed the Verified Environmental and Sustainable Development Benefits, no new EACs will be minted.
All PEACs minted in connection with a Project are subject to conversion upon Verification – including those PEACs that are in Buffer Status or Dispute Status, or which have been scheduled for retirement. After true-up of the Assets in Buffer Status reflecting the Verification risk analysis, the EACs minted upon conversion will be minted with the same standing as the converted PEACs – e.g., in Dispute Status or retired - and in such quantity as dictated by the Verification risk analysis. Conversion will have no impact on the Expiration Date which was assigned to a PEAC at its minting - which Expiration Date shall also serve as the Expiration Date of the resulting EAC.
Additionally, PEACs which have been sold or transferred by Project Developer to another Account Holder are also subject to conversion upon Verification, and the conversion will occur within the Account Holder's Account. Initial Project Developer is responsible for all conversion fees, regardless of who currently Controls the Asset. No new Token will be minted for the converted PEAC, and the Token will be re-designated as an EAC upon conversion.
The Account Holder that is the current Controller of an PEAC at the time of Verification will maintain the PEAC in the Account Holder’s Account as an EAC of the same Unit Type of Environmental and Sustainable Development Benefit and with the same standing (i.e., retired, active, or Dispute Status).
If Verification results in fewer Verified Environmental and Sustainable Development Benefits than the total PEACs outstanding in active, retired, Dispute Status and Buffer Status, Capturiant will convert only those minted PEACs that correspond to the amount Verified and will cancel all PEACs minted in excess of such amount, including those PEACs in Buffer Status.
After true-up of the Assets in Buffer Status, conversion of PEACs will occur in the following order:
(i) first, those PEACs held by Account Holders that purchased the PEACs from the Project Developer (or from an Account Holder that purchased the PEACs from another Account Holder) which have been retired, in order of date of retirement, and then all remaining purchased PEACs in order of date of purchase; and
(ii) then, those PEACs held by the Project Developer as Controller and Owner in order of: those PEACs which have been retired, then those in Dispute Status, and then those in active status.
All PEACs not converted as described above will be cancelled. By purchasing an PEAC in the Marketplace, Account Holder accepts the risk that the PEAC may be subject to cancellation in accordance with this Section.
12. Capturiant Fee Schedule
Capturiant charges fees at the rates set out in the Capturiant Fee Schedule.
Capturiant reserves the right to change the Capturiant Fee Schedule at any time. Such updated fees shall apply prospectively to the relevant Services from the date the updated Fees were posted to the Capturiant Website.
13. Capturiant Quality Control
All Projects and Assets are subject to review by Capturiant.
Capturiant may, at its discretion, review all Projects at any time after submission, and all Assets where it has concerns about the Project being developed and/or operated in accordance with these Program Requirements.
13.1 Capturiant Review Notification
Upon the determination that review is necessary, Capturiant will notify the Project Developer and the relevant Validation Body and/or Verification Body of the review and may suspend further minting of Assets and conversion of PEACs while the review is performed.
13.2 Material Non-Compliance
Where material non-compliance is identified during the review, the Validation Body and/or Verification Body shall provide a written response to the Capturiant findings of material non-compliance. Capturiant may also suspend further minting of Assets and conversion of PEACs, if it has not already done so.
Where the Validation Body and/or Verification Body is unable to respond due to reasons such as a cessation of operations or loss of accreditation, Capturiant may solicit a response to the findings from any alternative Validation Body and/or Verification Body or directly from the Project Developer.
13.3 Corrective Actions
Capturiant may require corrective actions to be taken by the Validation Body, the Verification Body, and/or the Project Developer.
Corrective actions may include, but are not limited to,: (a) updating the Uniform Project Description and accompanying documentation, (b) analysis as to the cause of the non-compliance, (c) actions taken against the Validation Body (as per the agreement between Capturiant and the Validation Body), (d) actions taken against the Verification Body, which may include retraction of approval of the Verification Body to perform Verifications under the Capturiant Program; and/or (e) removal of the listed Project from the Capturiant Website and/or actions against the Project Developer as described in the Capturiant Platform Terms of Service.
13.4 Determination That Assets Were Minted Erroneously
Where Capturiant determines that PEACs or EACs have been minted in excess of the correct amount of Environmental and Sustainable Development Benefits attributable to the Project, the Project Developer is responsible for reimbursing Capturiant for the excess Asset minting.
Any reimbursement for the excess Asset minting shall be through the following, with Capturiant using reasonable efforts to work with the Project Developer to ensure that any adverse impacts on the Project Developer are minimized to the extent possible:
· Where the excess Assets remain in the Project Developer’s Account, immediate cancellation of the Assets.
· Replacement of excess Assets from subsequent minting of Assets to the Project.
· Purchase by the Project Developer of an equivalent number of replacement Assets from another Account Holder or a third party, and cancelation of same, within thirty (30) Business Days of receiving formal Capturiant notification of such required action.
Capturiant may pursue remedies as described in the Platform Terms of Service if the Project Developer fails to reimburse Capturiant for the erroneous minting of excess Assets, which remedies may include, and are not limited to, applying sanctions with respect to the Project Developer’s Account activities until such time as the excess minting has been compensated. Potential sanctions may include, and are not limited to, termination of the Project Developer’s Account(s), not allowing the Project Developer to open another Account, and prohibiting the minting of any additional EACs in connection with the Project.
14. Changes in Control of Project Developer
Project Developers may join or leave a Project subsequent to Validation through means including and not limited to the sale or assignment of the Project's operating assets or ownership interest to another Person. Project Developers may also, over time, have changes in leadership and executives.
Project Developer is responsible for notifying Capturiant of any changes in the leadership or executive group of Project Developer, any material changes in the ownership or partners of Project Developer, and any intent of Project Developer to sell, assign or transfer the Project's operating assets or the Project Developer's equity interest, management, and control of the Project. Capturiant reserves the right to determine whether a change in ownership or partners constitutes a material change.
Project Developer shall provide to Capturiant information regarding new Persons to be responsible for the Project and provide documentation evidencing the scope of such Person's responsibilities with respect to the Project, each as required or requested by Capturiant, and shall execute all agreements requested by Capturiant to release Capturiant from liability with respect to the Project and its Assets.
All Persons assuming or joining the Project or the Project Developer must agree to the Platform Terms of Service and provide sufficient identification information including satisfying any relevant Know-Your-Client (KYC) or other background check requirements in accordance with the procedures set out by Capturiant including the Platform Rules. Additionally, such new Persons must execute all agreements requested or required by Capturiant to assume all liability and responsibility for the Project and its Assets and to release Capturiant from liability in connection with the Project and its Assets through the date of execution.
All new Project Developers must open a new Account and cause the transfer of the Project and its Assets to the new Account in connection with any sale, assignment or transfer of Project Developer or the Project.
Capturiant further reserves the right to reject any change in the Project Developer, any sale or assignment of Project Developer or the Project, and to require the Project Developer to close its Account(s) and transfer the Project and its Assets from the Capturiant Platform.
The Fees paid by the Project Developer cover, in part, the cost of Capturiant in providing the warranties to Account Holders and to Secured Parties and purchasers of the Assets in Sections 15.3 and 15.4 of the Platform Terms of Service. Such warranties are reliant upon the warranties of Project Developer in these Program Requirements and the Terms of Service, as well as compliance of the Project Developer and the Project with these Program Requirements, the Terms of Service and Applicable Law.
In addition to the warranties and representations in the Terms of Service, Project Developer represents, warrants and covenants as follows:
15.1 Operations and the Project
· Project Developer owns or leases or otherwise will hold all personal, intangible and real property rights as are reasonably necessary to develop and operate the Project in accordance with the Capturiant Standard and such rights are in good standing and properly registered and recorded in compliance with Applicable Law, the Capturiant Standard, any Applicable Standard and no Person has any adverse or competing claim in the Project or such personal, intangible or real property rights;
· Project Developer is not in breach of or default under, and no event has occurred that, with the passage of time or notice, or both, would constitute or would be reasonably expected to constitute such a breach of or default under any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets other than a breach or default that would not, or would not reasonably be expected to, have a Material Adverse Effect;
· Project Developer is not (i) indebted or obligated, contingently or otherwise, to any director, officer or shareholder of Project Developer, any of its Affiliates or any other Person with whom any director, officer or shareholder of such Project Developer or Project Developer Affiliate does not deal at arm’s length or (ii) a party to any contract, agreement or other transaction with any director, officer, employee, shareholder, Affiliate or any other Person not dealing at arm’s length with such Project Developer or Project Developer Affiliate;
· the books and records of Project Developer have been maintained substantially in accordance with all Applicable Law and are complete, up to date and accurate in all material respects and respectively contain full, true and correct copies of the constating documents of Project Developer, copies of all minutes of all meetings and all written resolutions of the directors, committees of directors and shareholders of Project Developer, and all such meetings were duly called and properly held and all written resolutions were properly adopted under Applicable Law and the constating documents;
· Project Developer owns, licenses or otherwise has the right to use all material licenses, authorizations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the ability of Project Developer to develop, construct or operate the Project and carry on its business related thereto);
15.2 Legal Proceedings
· There are no actions, suits, proceedings, hearings, investigations, inquiries or claims commenced or, to the knowledge of Project Developer, threatened or contemplated, involving the Project of any of the property or assets of Project Developer, and which, individually or in the aggregate, would prevent, hinder, limit, restrict or impair in any material respect the ability of Project Developer to perform its obligations under the Terms of Services, including these Program Requirements, to which it is a party or the transactions or its other obligations contemplated herein;
· (i) Project Developer is not a party to or subject to any order from a regulator or court with jurisdiction which could reasonably be expected to prohibit, restrain, materially limit or impose material adverse conditions on, the Project or the transactions contemplated by the Terms of Service, including these Program Requirements, (ii) no action or proceeding has been instituted or remains pending or, to the knowledge of Project Developer, has been threatened and not resolved, by or before any Governmental Authority to restrain, prohibit, limit or impose adverse conditions on the Project or the transactions contemplated under the Terms of Service; and (iii) Project Developer and its Affiliates are not involved in any action or proceeding, pending or threatened and not resolved, with respect to the Project;
· No Authorization under any Applicable Law which is necessary, or currently relied upon, for the ongoing development or operation of the Project, has been either (i) withdrawn or threatened to be withdrawn by any Governmental Authority, or (ii) challenged or threatened to be challenged by any Person;
15.3 Taxes
· Project Developer has filed or caused to be filed on a timely basis all Tax returns that were required to be filed by or with respect to it pursuant to Applicable Law, (ii) Project Developer has not requested an extension of time within which to file any Tax return, (iii) all Tax returns filed by Project Developer or with respect to Project Developer are complete and correct and comply with Applicable Law, (iv) Project Developer has paid, or made provisions for the payment of, all Taxes that were due for all periods covered by any Tax return and as required by Applicable Law, (v) Project Developer has withheld or collected and paid to the proper Governmental Authority all Taxes required to be withheld, collected or paid by it, (vi) no claim has been made by any Governmental Authority in a jurisdiction where Project Developer does not file Tax returns that Project Developer is subject to taxation by that jurisdiction, and (vii) no Tax return filed by Project Developer is the subject of an audit by any Governmental Authority, and no proceedings are pending before or threatened by any Governmental Authority with respect to Taxes owing by Project Developer;
15.4 Labor
· Project Developer is in material compliance with all Applicable Law and all agreements respecting employment, wages, overtime, vacations, collective bargaining, benefits, bonuses, labor accidents and diseases, severance payments, all social security obligations and debts arising in connection with social security contributions, pension fund contributions, mandatory health care contributions, unemployment insurance contributions, welfare payments, insurance for work-related accidents and illnesses, hours of work and occupational health and safety and employment practices;
· there is not any material labor disruption or conflict, pending or threatened, which involves Project Developer or affects the Project;
15.5 Insurance
· Project Developer maintains insurance (including property insurance and general liability insurance) with financially sound and reputable insurance companies in such amounts, with such deductibles and covering such risks, and such coverage is in full force and effect, and it has not breached the terms and conditions of any policies in any material respect nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by it under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the knowledge of Project Developer, Project Developer will be able to (i) renew existing insurance coverage as and when such policies expire, or (ii) obtain comparable insurance coverage from similar institutions; and
15.6 Disclosure
· All project plans, budgets, projections and forecasts relating to Project Developer or the Project and made available or delivered to, or that will be made available or delivered to, Capturiant have been or will be prepared in good faith and on the basis of assumptions that Project Developer believes to be reasonable at the time of preparation (it being understood that any such forecasts or projections provided are subject to significant uncertainties and contingencies, many of which are beyond the control of Project Developer, that actual results may vary from projected results and those variations may be material).
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.
“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Authority having jurisdiction with respect to any specified person, property, transaction or event, or with respect to any of such person’s property or business and affairs (including any zoning approval, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.
“Capturiant Program” provides the standard and framework for Project Developers to
· list Projects on the Capturiant Website,
· have such Projects Validated,
· have the Environmental and Sustainable Development Benefits associated with those Projects Verified,
· request minting of PEACs and/or EACs, and
· continue monitoring and accounting of the Assets.
The scope of the Capturiant Program covers all those activities related to the generation of EACs. The scope does not include carbon footprint assessments or carbon neutrality claims.
“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, the composition of the board of directors of such Person, by contract or otherwise.
“Taxes” means all taxes, surtaxes, duties, royalties, levies, imposts, tariffs, fees, assessments, reassessments, withholdings, dues, contributions and other charges and impositions of any nature, whether disputed or not, imposed, levied or charged by or on behalf of a Governmental Authority, and instalments in respect thereof, including such amounts imposed or collected on the basis of: income; profit; revenue; capital; real or personal property; payments; Deliveries or transfers of property or payments of any kind to residents or non-residents; purchases; consumption; sales; use; ad valorem; value added; stamp; gross receipts; licenses; environment; import, export of goods and services; distributions; registration of documents; occupation; labor; or equity; together with penalties, fines, additions to tax and interest thereon; and “Tax” shall have a corresponding meaning.
[Last updated on 08.01.2023]