Terms of Service

1. Introduction and Agreement

NaturaLedger is the trading name of NATURALEDGER LTD, registered in England and Wales, Company No. 16837102, with its registered office at 20 Wenlock Road, London, England, N1 7GU ("NaturaLedger", "we", "us" or "our"). NATURALEDGER LTD is the legal contracting entity.

These Terms address use of our informational corporate website and, where incorporated into an order or otherwise agreed, our technology and professional services. Visiting an informational page does not purchase a service, create a subscription or authorise a payment. A paid service is governed by its agreed scope, order and applicable contractual terms.

Our services are primarily intended for business use. If you act for an organisation, you must have authority to bind it to any agreement you enter into. Nothing in these Terms removes rights that cannot lawfully be excluded, including applicable rights of consumers or other protected parties.

Publication of revised website Terms does not retrospectively vary an individually signed customer agreement. The contract hierarchy in section 21 applies.

2. Definitions

In these Terms:

• Website means NaturaLedger's public corporate website.
• Services means the assessment, technology, documentation or professional services we agree to provide, excluding features not included in your order.
• Customer means the individual or organisation purchasing Services under an accepted order or customer agreement.
• Authorised User means a person permitted by a Customer and the relevant agreement to access its Services.
• Order means an accepted checkout purchase, order form or other written service order identifying the relevant Services and commercial terms.
• Customer Content means project information, documents, inputs and other materials submitted by or on behalf of a Customer.
• Outputs means reports, analyses or other deliverables supplied as part of Services.
• Signed Agreement means an individually agreed and signed customer agreement, including expressly incorporated schedules and processing terms.
• Business Day means a day other than a Saturday, Sunday or public holiday in England.

3. Eligibility and Business Accounts

Business accounts must be used by adults with the necessary authority. Account information must be accurate and kept reasonably up to date. A Customer is responsible for managing its Authorised Users and keeping access within the agreed scope.

Protect login credentials and notify us promptly if you suspect compromise or unauthorised use. Do not share individual credentials where separate user access is required. Your responsibility for authorised use does not make you automatically liable for every unauthorised act regardless of its cause or our own obligations.

Account registration alone does not establish entitlement to every advertised or developing feature. Access depends on the accepted Order and any applicable eligibility requirements.

4. Description and Scope of Services

NaturaLedger is a mission-driven AI and ClimateTech company providing digital infrastructure to support carbon project assessment and development. Depending on the agreed scope, Services may include:

• AI-assisted preliminary feasibility assessments.
• Forest and Biochar assessment workflows.
• Carbon project information management.
• Methodology-oriented documentation.
• Digital project development infrastructure and related professional support.

The Website describes capabilities and information; a description does not guarantee that every capability is available in every service or jurisdiction. The relevant Order identifies purchased scope, inputs, deliverables, assumptions and any agreed timetable.

NaturaLedger does not itself issue carbon credits, act as a certification registry or guarantee project registration. Third-party validation, verification, registration and issuance processes remain subject to the relevant organisations and applicable requirements.

5. User Responsibilities

You must provide information and instructions reasonably necessary for the agreed work, cooperate with relevant requests and ensure you have authority to submit Customer Content. Where work depends on your inputs or approvals, missing or materially inaccurate information can affect delivery and assessment results; any resulting scope or timetable adjustment must follow the relevant agreement.

You remain responsible for your project's activities, land or resource rights, stakeholder engagement, permissions and compliance obligations, except to the extent a particular responsibility is expressly assumed by us in writing. You must not use an assessment as evidence of independent verification or a registry approval that has not occurred.

Review Outputs, assumptions and limitations before relying on them. These responsibilities do not relieve us of our own contractual duties or responsibility for our own breach.

6. Acceptable Use

You must not:

• Use the Website or Services unlawfully, fraudulently or in a manner that infringes another person's rights.
• Falsify project evidence, impersonate a person or misrepresent registration, verification or carbon outcomes.
• Introduce malicious code, attempt unauthorised access or compromise the security of systems or information.
• Materially disrupt the Services or use access to obtain another customer's confidential information.
• Resell access, exceed agreed user or usage permissions, or remove proprietary notices without authorisation.
• Copy or reverse engineer proprietary software except where expressly permitted or where applicable law gives a right that cannot be excluded.
• Submit information you are not authorised to provide, or use the Services to bypass applicable project or stakeholder requirements.

This section does not prohibit lawful reporting of a security concern or the exercise of non-excludable legal rights. Any response to misuse must be proportionate to the circumstances and section 19.

7. Carbon Project Data and Documentation

Customer Content may include boundary files, land information, biomass or environmental data, monitoring records, stakeholder information and supporting documentation. You retain ownership subject to existing third-party rights and must ensure you have the necessary rights and lawful basis to submit it.

Assessments depend on the information supplied, relevant data sources, assumptions and the methodology version used. Missing, inaccurate or outdated information can materially affect conclusions. Where appropriate, Outputs should identify material assumptions and limitations within the agreed scope.

Documents prepared to support a methodology or project process do not become registry-approved documents merely because NaturaLedger assisted with their preparation. You must verify applicable submission requirements and obtain appropriate professional review before making a formal submission or public project claim.

8. AI-Assisted Outputs and Professional Judgement

AI-assisted reports and preliminary feasibility assessments are decision-support tools. They may contain errors, omissions or uncertain estimates and must be considered alongside reliable evidence and appropriate professional judgement.

They do not constitute:

• Independent validation or verification.
• Guaranteed financial returns or carbon credit revenue.
• Guaranteed project eligibility or registration.
• Carbon credit issuance.
• A binding registry or standards-body determination.
• Legal advice or regulated investment advice.

Professional project decisions remain subject to appropriate expert judgement, third-party requirements and applicable standards. Any estimates or scenarios are subject to their stated assumptions and do not establish an assured environmental or commercial outcome.

These limitations do not remove an expressly agreed obligation to supply specified deliverables with reasonable care and skill, or remedies that cannot lawfully be excluded.

9. Third-Party Standards, Registries and Verification

Standards, registries, validation and verification bodies and relevant public authorities independently determine their own requirements and decisions. Their methodologies, rules, fees and approval processes may change.

References or links to an organisation, standard or methodology do not by themselves establish endorsement, accreditation, affiliation or permission to act on its behalf. NaturaLedger owns only methodologies and tools it develops or otherwise owns, not third-party registry methodologies.

Unless an Order expressly provides otherwise, third-party registration, validation, verification and certification fees are not included merely because our work supports a project process. Any separate services purchased from a third party are governed by the relevant third-party terms. We remain responsible for our own contractual obligations where we use subcontractors to deliver our Services.

10. Fees, Payment and Billing

Our commercial arrangements may comprise:

A. One-time, project-specific feasibility assessments. These are separate purchases for the scope identified in the relevant Order. A one-time assessment does not automatically create a recurring subscription.

B. Separately purchased subscriptions or recurring Services, where offered. The Order must identify the applicable service, billing period and agreed recurring charges.

C. Individually agreed enterprise or professional Services. Scope, fees, milestones and payment arrangements are established by the relevant agreement or Order.

Applicable prices, currency, taxes, payment timing and service scope are shown in the relevant checkout, Order or Signed Agreement. No historic Website price overrides an agreed Order, and these Terms do not impose a universal currency or a new default price.

Payments may be handled by authorised payment service providers, including Stripe where used. Where the provider collects complete card details directly, those details are handled through its payment process rather than being required for NaturaLedger's ordinary billing administration. Payment-related personal information is subject to relevant privacy notices.

You must pay valid, undisputed amounts when due. Raise a genuine billing dispute promptly with supporting details; the parties should work in good faith to resolve it. Suspension for overdue payments is subject to section 19 and agreed customer rights. Any interest or collection costs must have an applicable contractual or statutory basis; these Terms do not introduce an automatic monthly penalty.

11. Subscriptions, Cancellation and Refunds

Cancellation and refunds depend on the nature of the purchased Service, whether work has commenced, the extent of work delivered and the applicable Order and law.

For a one-time assessment, request cancellation promptly if you no longer require the work. Where cancellation is agreed before work begins, a refund should reflect any properly disclosed and justified costs already incurred. Once work has begun, charges may reflect work reasonably performed and non-recoverable commitments, subject to the relevant agreement and applicable law. A completed assessment is not refundable merely because its conclusion is commercially unfavourable; this does not remove remedies for a defective or undelivered service.

If a Service has not been delivered because of NaturaLedger's material failure, applicable contractual and statutory remedies remain available, including correction, re-performance, termination or an appropriate refund where required by the agreement or law. There is no absolute no-refunds rule overriding those rights.

Where a subscription is separately purchased, its billing period, cancellation terms, any renewal arrangement and available cancellation method must be identified in the applicable Order or agreed service terms. These Website Terms do not create automatic-renewal rights, unsupported account cancellation steps or a universal notice period. If no cancellation mechanism is provided in your agreed terms, contact us in writing to discuss cancellation; the applicable agreement and law determine its effect.

Changes to charges for an existing arrangement must follow that arrangement's change provisions. A new Website price does not retrospectively alter an agreed fixed price. Mandatory consumer cancellation rights, where applicable, are preserved.

12. Intellectual Property

NaturaLedger and its licensors retain their respective rights in proprietary software, platform technology, tools, interfaces, documentation and methodologies developed by NaturaLedger. Third-party materials remain owned by their respective rights holders.

Subject to the relevant agreement, the Customer receives the access and usage rights reasonably necessary to use purchased Services and Outputs for the agreed project or business purpose. Specific deliverable ownership and any extended licence are determined by the relevant Order or Signed Agreement. Nothing here transfers ownership of underlying platform technology or third-party methodologies merely because they are used in a deliverable.

Do not reproduce or commercially exploit proprietary Website or platform materials beyond the agreed permission or applicable legal rights. Our brand and logo remain protected; a permitted reference must be accurate and must not suggest an endorsement that does not exist.

13. Customer Content, Ownership and Licence

Customers retain ownership of their submitted project information and documents, subject to third-party rights. You grant NaturaLedger a non-exclusive permission limited to the activities reasonably necessary to provide the contracted Services, maintain service security and comply with applicable legal obligations, within the relevant agreement.

That permission allows necessary hosting, storage, processing, analysis and preparation of agreed Outputs, and use by technical providers where appropriate to the contracted delivery and applicable confidentiality and data protection arrangements. It does not permit unrestricted publication, unrelated commercial reuse or general-purpose AI training on confidential Customer Content.

Any proposed use outside those purposes requires appropriate separate contractual authorisation and, where personal information is involved, a separate lawful basis and transparent disclosure. This section does not create a blanket right to derive and commercialise project information merely by describing it as aggregated or anonymised.

On completion or termination, return, continued access, export and deletion of Customer Content are subject to the agreed terms and applicable legal obligations. Permissions continue only to the extent needed for those agreed purposes, lawful retention or resolving outstanding obligations—not indefinitely for unrelated reuse.

14. Confidentiality and Data Protection

Each party must take reasonable care to protect confidential information received from the other and use it only for the relevant contractual purpose or as otherwise lawfully authorised. Disclosures to personnel, advisers and necessary providers should be limited to those needing the information and subject to appropriate duties.

Confidentiality does not apply to information that lawfully becomes public without breach, was lawfully known without restriction, is independently developed, or is lawfully obtained from another source without a duty of confidence. A legally compelled disclosure is permitted to the extent required; where lawful and practicable, the disclosing party should provide notice and limit disclosure to what is necessary.

Applicable Signed Agreement confidentiality terms take precedence for their subject matter. The Privacy Policy at https://www.naturaledger.com/privacy explains our personal-data practices but does not replace a DPA. Where NaturaLedger acts as processor on behalf of a Customer, applicable contractual processing terms govern that relationship and must address the legal requirements. These Terms do not assert that a DPA has already been executed.

15. Availability and Changes to Services

Services may be affected by maintenance, technical faults, security incidents or dependencies. We do not give a universal uptime percentage, service-credit entitlement or service-level guarantee under these Website Terms. An expressly agreed service-level agreement governs any such commitment.

We may undertake reasonable maintenance and improvements and make changes needed for security, legal compliance or service operation. Where reasonably practicable, notice should be given of material disruption or changes affecting contracted use. Emergency action may be necessary without advance notice.

Changes must respect agreed customer rights and must not be used to remove a material purchased obligation without an appropriate contractual basis or remedy. Pilot or experimental features should be identified as such; their availability and limitations depend on the applicable agreed scope.

16. Warranties and Disclaimers

We will perform contracted Services with reasonable care and skill and in accordance with the expressly agreed scope. Any specific agreed warranties apply according to their terms.

The public Website provides general information; it is not a substitute for project-specific professional advice. Assessment outcomes depend on inputs, assumptions and third-party requirements. We do not warrant a particular financial return, carbon outcome, registry acceptance or uninterrupted operation unless expressly agreed in writing.

No disclaimer excludes a duty, warranty, right or remedy that cannot lawfully be excluded. Any exclusion of an implied term is effective only to the extent permitted by applicable English law and, where relevant, its statutory reasonableness requirements.

17. Limitation of Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Mandatory rights and remedies remain unaffected.

Subject to that provision, applicable English law and statutory reasonableness requirements, and except where the relevant Signed Agreement expressly provides otherwise, NaturaLedger's total aggregate liability for claims arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) the total fees paid by you to NaturaLedger in the twelve months preceding the claim, or (b) US$1,000.

On the same basis, NaturaLedger is not liable for indirect or consequential loss. Lost profits, business opportunities or anticipated carbon-credit revenue are excluded only to the extent they constitute indirect or consequential loss; these Terms do not automatically exclude every direct loss or every claim relating to data or interruption.

The exclusions and cap must not be interpreted as overriding non-excludable liability, mandatory statutory remedies or an expressly agreed allocation in a Signed Agreement. If a limitation is unlawful or unreasonable in the circumstances, it applies only to the extent legally enforceable. No provision requires you to accept an exclusion regardless of mandatory English law.

18. Indemnities

For business Customers, and subject to applicable law and any expressly agreed indemnity arrangements, you indemnify NaturaLedger against reasonable losses and costs resulting from a third-party claim to the extent directly caused by your unlawful submission of Customer Content or your knowing infringement of third-party rights through that Content.

This indemnity does not apply to losses caused by NaturaLedger's own breach, negligence or unauthorised use of Customer Content, and does not extend to every claim arising from ordinary use of the Services. We must notify you promptly of a relevant claim, provide reasonable cooperation and take reasonable steps to mitigate loss.

The parties must coordinate the defence reasonably. Neither party may agree a settlement that admits the other's fault or imposes obligations on it without its consent, which must not be unreasonably withheld or delayed. There must be no double recovery for the same loss. An individually agreed indemnity takes precedence for its subject matter.

19. Suspension and Termination

We may suspend affected access where reasonably necessary to address a serious security risk, unlawful use, material breach or overdue undisputed payment, subject to the applicable agreement and law. The extent and duration of suspension should be proportionate. Where practicable and appropriate, notice and an opportunity to remedy should be provided; urgent protective action may be taken immediately.

Either party may terminate for an uncured material breach after reasonable written notice and an opportunity to remedy where the breach is capable of remedy, subject to any specific contractual process. Other termination rights depend on the relevant Order, Signed Agreement and applicable law. These Terms do not give us an unrestricted right to cancel paid work without regard to the Customer's rights.

On termination, access and licences end except as required for agreed surviving rights. Charges for work properly delivered, any appropriate refund, and arrangements for Customer Content must be determined under the agreement and law. Confidentiality, applicable data protection duties, accrued rights and provisions intended to survive continue as appropriate.

20. Governing Law and Disputes

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

For business users, the courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, except where otherwise agreed in writing.

The parties are encouraged to raise disputes promptly and attempt good-faith informal resolution before formal proceedings. This does not prevent legally permitted urgent relief, impose mandatory arbitration, or require a party to miss a limitation deadline.

Mandatory rights and jurisdiction rules applicable to consumers or other protected parties are preserved. No provision here prevents a protected party from relying on a court or law that mandatory rules make available to them.

21. Contract Hierarchy

Where there is a conflict, the expressly agreed terms of a Signed Agreement or order form take precedence over these general Website Terms for the subject matter covered by that agreement. Applicable data processing and confidentiality provisions are preserved and govern their respective subject matter according to their agreed hierarchy.

These Terms supplement rather than retrospectively replace individually agreed customer contracts. Publishing a new version does not amend a Signed Agreement, change its fees or remove its agreed rights. Changes to an existing contract must follow its own variation procedure and applicable law.

The Privacy Policy is a transparency notice for personal-data practices; it does not by itself vary service scope, commercial terms or a DPA. If two individually agreed documents conflict, their expressly agreed order of precedence applies, rather than a new hierarchy imposed silently by this Website.

22. General Provisions

Changes. We may update these Website Terms prospectively. The published version will show its last-updated and effective dates. Material contractual changes require the notice, agreement or other process applicable to the relationship; continued browsing is not a mechanism for retrospectively varying a signed contract.

Notices. Formal notices to NaturaLedger may be sent in writing to its registered office in section 23, or to an expressly agreed notice address. Notices to a Customer must use the agreed contact details and process. An email is not automatically deemed received merely because it was sent, regardless of delivery failure.

Assignment. Neither party may transfer contractual obligations in a way that unlawfully prejudices the other's rights. Any transfer must comply with the relevant agreement and applicable law; these Terms do not grant unrestricted transfer rights overriding a Signed Agreement.

Events outside reasonable control. A party affected by events genuinely outside its reasonable control should give appropriate notice, take reasonable steps to mitigate their effects and resume performance where possible. Any relief must follow the applicable agreement and law and does not automatically extinguish accrued payment obligations or mandatory remedies.

Severability and waiver. If a provision is unenforceable, the remainder continues to the extent legally possible. A delay in enforcing a right is not, by itself, a waiver. Any waiver applies only to its stated circumstances.

Relationship and third-party rights. These Terms do not create a partnership, agency or employment relationship. Unless expressly agreed otherwise, a person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Compliance. Each party must comply with laws applicable to its activities, including applicable sanctions or export restrictions where relevant.

23. Contact Information

For questions about these Terms or formal notices, write to:

NATURALEDGER LTD
Trading as NaturaLedger
Registered in England and Wales
Company No. 16837102
Registered office: 20 Wenlock Road, London, England, N1 7GU

Where a Signed Agreement specifies a different notice channel, use that agreed channel for notices under it. Personal-data enquiries are addressed in the Privacy Policy at https://www.naturaledger.com/privacy.