Terms and Conditions

Last updated: February 16, 2023

Introducing our Terms and Conditions
(the“Agreement”) including who it applies to.

When you open an account with us, you are setting up an agreement. This is between Carbon Microfinance Bank Limited (or any other company we transfer it to) and you.

The Agreement applies to and regulates the provision of the financial services provided by Carbon Microfinance Bank Limited (hereinafter called “Carbon”), a financial institution licensed by the Central Bank of Nigeria (“CBN”) which provides financial services via its mobile application – Carbon™.

By visiting our website and/or using our services (including downloading and using our App, and use of
all services linked or connected to your use of the website or the App), you confirm that you accept and agree to this Agreement, consent to electronic communications as further detailed below, and agree to Carbon’s Privacy Policy. The headings contained in this document are for reference purposes only. You should print a copy of this Agreement for your records. If you do not agree, please do not use our services.

Parties to this Agreement

This Agreement is a contract between you (“You”, “Your”) and Carbon Microfinance Bank Limited
(“Carbon”, “We”, “Us”, “Our”) (each individually a “Party”, and collectively the “Parties”). This Agreement is a legally binding agreement between You and Carbon governing Your non-transferrable (unless with our prior written consent) use of the Carbon App, Carbon website,
and any features and products that Carbon may make available to You through the Carbon
application or website (collectively, the “Services”). We may transfer or assign this Agreement, and
any rights under this Agreement, to a third party and will notify You if such transfer or assignment
results in a change that may affect the Services provided to You.

Which country’s law and courts apply?

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under the laws of the Federal Republic of Nigeria.

In the event of a dispute, this Agreement shall be subject to the jurisdiction of the courts of the Federal Republic of Nigeria.

Account Verification

Why Verification: You agree that Your access to our Services may be limited where You have not completed the required verification on your Account. Your transaction may also be subject to such limits as may be applicable under the applicable law based on Your user category.

Complaints

Making a complaint: If you would like to make a complaint, please get in touch and we will look into this for you. You can get in touch with us by the following means:

Carbon App: If you are a Carbon customer, you can send us a message in the app using the in-app support feature.

Carbon website: You can also make your complaint using the complaint tab on the web portal at portal.getcarbon.co

We will respond to you and resolve Your complaint.

In this Agreement, there are four sections:

Definitions
This section defines the terms used in this Agreement

• Customer’s Consent
These terms are more specific to the consent you give and the terms of payment. They include terms like consent to Disclosures, consent to transfer data, Interest payments, Delinquency, and defaults.

• Our Lending Terms
This contains terms and conditions in relation to the loans You take while using Your account.

• Our Investments Terms
This contains the terms and conditions that are more specific to Your investments.

• Our Payment Terms
This contains the terms and conditions on how You make payments from and into Your account as well as how You can make scheduled payments using Your account.

• Debit Cards
This contains terms in relation to how You use your debit card.

• General Terms
This contains terms and conditions that are central to how You and Carbon work together.

Definitions

In this agreement, the terms: “You”, “Your”, “Customer”, “Borrower” shall mean the person who applied for this Account and agrees to this Agreement while “We”, “Us” and “Our” and “Lender” shall mean Carbon, and following an assignment, any person, company or bank to whom the rights and/or obligations of Carbon have been assigned.

"Account"
means Your account with Carbon;

“Card”
means a physical debit card issued to You by Us which and can be used to undertake lawful payment transactions within Nigeria and with the Nigerian Naira.

“Disbursement Date”
means the date Carbon advances the loan to Your Account.

“Payment Due Date”
means a maximum of thirty (30) days after the loan has been disbursed.

“Credit Limit”
means the maximum credit available to You on opening an account with Carbon.


“Loan”
means the amount advanced to You by Carbon.

By ticking the “I agree to the Terms and Conditions”, on this site/Carbon app which You hereby adopt as Your electronic signature, You consent and agree that:

(a) We can provide materials and other information about Your legal rights and duties to You electronically.

(b) We are authorized to share, receive and use data/information collected from Your transaction with other affiliated third parties. You consent to Our transferring Your data to recipients in foreign countries to process such data. You are aware of the risks involved in such transfer to such foreign countries and that such transfer is required for the performance of Our contract with You.

(c) You hereby expressly consent and authorize Carbon to debit Your Account and/or authorize Us or any of Our duly authorized agents or partners to debit any card linked to
your Account on the app after unsuccessful attempts on your Account.

(d) To access payroll-related offers, You have expressly consented and authorized Us to verify Your salary details with Your employer and/or Your employer’s appointed salary processors without further recourse to You.

(e) You authorize Carbon to periodically review Your credit report and You understand that this Account may be subject to transaction fees and default fees.

(e) You authorize Carbon to periodically review Your credit report

(f) YYour electronic signature on this Agreement has the same effect as if You signed them using ink on paper or any other physical means.

(g) Carbon reserves the right to transfer or assign its rights and obligations under this Agreement to its affiliates or to a third party and reasonable notice will be given to You
when Carbon transfers or assigns its rights and obligations under this Agreement to its
affiliates or a third party.

(h) We can send all important communications, billing statements and demand notes and reminders (collectively referred to as “Disclosures”) to You electronically via our website or to an email address that You provide to Us while applying for this loan.

(i) We will alert You when the Disclosures are available, by sending You an electronic communication.

(j) Our email will tell You how You can view the Disclosures.

(k) We will make the Disclosures available to You from the date it first becomes available, or the date we send You the email to alert You that it is available.

(l) You will be able to print a copy of the Disclosure or download the information for Your records.

(m) This consent applies to this transaction, to all future Disclosures on this Account, to all future transactions in which You use Carbon , at any time, and to other Disclosures that We provide to You by email, unless You have, prior to such transaction, withdrawn Your consent using the procedure mentioned below.

By consenting, You agree that electronic Disclosures have the same meaning and effect as if We provided paper Disclosures to You. When we send You an email alerting You that the Disclosures are available electronically and make it available online, it shall have the same meaning and effect as if We provided paper Disclosures to You, whether or not You choose to view the Disclosures, unless You had previously withdrawn Your consent to receive Disclosures electronically.

Conditions for use of Carbon Account



1. You must: (a) accept and agree to these Terms and Conditions;
(b) register with us on the Carbon™ app;
(c) be a Nigerian citizen (or a legal Nigerian resident) of at least 18 years of age;
(d) have a bank account with a Nigerian financial institution; and
(e) provide all information as may be requested by us, such as your name, occupation, email address, mobile device number, online credentials for your bank account, and such other information as we may request from time to time (collectively, “Customer Information”).

2. You represent and warrant that all Customer Information You provide us from time to time is truthful, accurate, current, and complete, and you agree not to
misrepresent Your identity or Your Customer Information.

3. YYou agree to promptly notify Us of changes to your Customer Information by updating your profile on the CarbonTM app and to notify Us at least five business
days before any changes to Your bank account information, including, but not limited to, the closure of Your bank account for any reason.

4. If We approve Your registration, You will be authorized to use the Account, subject to these terms –

(i). For Our compliance purposes and to provide the Account services to You, You hereby authorize Us to, directly or through a third-party, obtain, verify, and record information and documentation that helps Us verify Your identity and bank account information.

(ii). When You register for the Account and from time to time thereafter, We may require You to provide and/or confirm information and documentation that will allow Us to identify You, such as:

(a). A copy of Your government-issued photo ID, such as a national ID, international passport, permanent voter’s card or driver’s license;
(b). A copy of a utility bill, bank statement, affidavit, or another bill, dated within three months of Our request, with Your name and Nigerian street address on it; and
(c). Such other information and documentation that We may require from time to time.

5. By using the Account and providing Customer Information to Carbon, You authorize Carbon to obtain, directly or indirectly through Our third-party service
providers, , information about You and Your bank account from Your financial institution and other third-party websites and databases necessary to provide the
Service to You.

6. YOU ACKNOWLEDGE AND AGREE THAT WHEN CARBON OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, CARBON AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF, OR ON BEHALF OF THE THIRD PARTY.

7. You agree that other third parties shall be entitled to rely on the foregoing authorization, granted by You.

8. You agree to waive Carbon of all liability in relation to any loss or damage You may incur as a result of your negligence or breach of this Agreement in the course of
registration and use of the Account. To use the Account.

1. Our Lending Terms


Borrower’s Obligation

a. You agree to pay to Carbon, the loan sum disbursed to You, including any penalty fee, interest rate, and other amounts due to Carbon and charged to this Account.
You also promise to pay these amounts as agreed in this Agreement on or before the Payment Due Date.
b. Carbon reserves the right to presume that You have authorized any loan application made in Your name using this Account. You will be responsible for any loan application using this Account.
c. You agree to repay the loan given to You via direct cash transfer to a bank account listed by Carbon, an electronic debit from the card/account You provided on the due
date, or through an acceptable electronic channel. Carbon reserves the right to accept early repayment before the Payment Due Date, provided You have given
adequate notice and repay the full loan along with the flat interest rate. Loan repayment via electronic debit card may be affected by Carbon in the way and manner hereinafter specified –

(i). We shall charge a one-time processing fee the first time You set up a new debit card on the Account. In the event the card is expired or about to expire, You will have to obtain a renewed card from your bank or provide Us
with another personal debit card.

(ii). We shall deduct from the card setup on the repayment due date. We will never make any transactions on the card outside of the scheduled loan repayments. In the event of a double repayment initiated in error by You, We will process a refund within a reasonable time.

(iii). You hereby indemnify Us against any losses, liabilities or damages that may arise if You use a third party’s card on Your Account without the consent of such third party.

(iv). In the event of a default or insufficiency of funds in Your bank account, You hereby authorize Us to charge any other cards You may have on your Account or profile other than the primary card listed.

(v). You understand and agree that We do not store card details on Our platform thus card details shall be processed through a secure payment gateway that is PCI DSS compliant.

d. You agree to give Carbon authentic and up-to-date personal, social media, phone and financial records about You that We may reasonably request and analyze, from time to time.
e. You agree to pay all costs of collection if Carbon takes any action to collect the loan or take any action in a bankruptcy proceeding filed by or against You. This shall
include unless prohibited by applicable law, reasonable attorneys’ fees and expenses incurred while collection lasts.
f. You agree not to give us false information or signatures, electronic or otherwise, at any time.
g. You agree to pay a penalty fee for late repayments as may be provided in this Agreement and under applicable law.
h. You agree to make all payments via direct debit on cards or by electronic funds transfer as stated in the application form.
i. You agree to promptly notify Carbon if you change Your name, mailing address, e-mail address or telephone number.
j. You hereby agree to honor any other promises that You make in this Agreement.
k. You hereby agree that You will not accept this Account unless You are of legal age and have the capacity to enter into a valid contract.
l. Not to use Carbon for any act of illegality or criminality and Carbon shall not be legally or criminally culpable for any illegality committed by You.
m. By accepting these terms and conditions, You hereby covenant to repay any outstanding obligation as and when due. In the event that You do not repay any outstanding obligation as agreed, and such obligation becomes delinquent, Carbon shall have the right to report the delinquent obligation to the Central Bank of Nigeria
through the Credit Risk Management System (“CRMS”) or by any means, and request the CBN to exercise its regulatory powers to direct all banks and other financial institutions under its regulatory purview to set-off Your indebtedness from any money standing to Your credit in any bank account and from any other financial assets they may be holding for Your benefit.

n. You covenant and warrant that Carbon shall have power to set-off Your indebtedness under this Agreement from all such monies and funds standing to Your credit/benefit in any and all such accounts or from any other financial assets belonging to You and in the custody of any such bank.

o. You hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever and irrevocably agree that You shall not argue to the contrary before any court of law, tribunal, administrative authority or any other body acting in any judicial or quasi-judicial capacity

Lender's Obligation

a. We agree to make available the loan/credit facility to You.
b. We agree to perform Our obligation under 5.1 above upon confirmation by Us of Your identity and personal information.
c. To only demand repayment from You as at when due.
d. To conduct applicable checks on You prior to opening an account for You.
e. To use all reasonable and legitimate means to collect the amount extended to You, and the default fee, may be imposed on You as a result of the loan.
f. Not to store or save your debit or credit card details given by You in the application form


Transaction fees

The transaction fee includes any fees and charges payable for the use of services provided by
Carbon.
The transaction fee does not preclude Us from charging a penalty fee and any other costs
incurred by us if we have to institute an action in court to recover the loan granted by Us to
You including.
The transaction fee may be increased or decreased from time to time by Carbon. Any change in the transaction fee will take effect on Your account following a minimum of
fifteen (15) days written notice.

Credit Reference

a. We or our duly authorized representatives/agents will utilize dedicated Credit Agencies for a credit report on You in considering any application for credit.
b. You authorize us to access any information available to You as provided by the Credit Agency.
c. You also agree that Your details (excluding the card details) and the loan application
decision may be registered with the Credit Agency.

2. Our Investment Terms

Conditions for use of the PayVest Account

PayVest enables You to put away funds for a rainy day. By setting up a PayVest® account, you have chosen to invest a minimum of NGN100 in an investment account subject to the terms and conditions herein as well as those specified in the term sheet (hereinafter referred to as
“PayVest Term Sheet”) which shall be emailed to You upon investment.

a. If Carbon approves Your registration, You will be authorized to use the PayVest® account, subject to these terms –
b. PayVest is comprised of three plans namely Cash Vault, FlexSave and Goals.
c. Each time You invest on any plan on PayVest® -, Carbon shall send a PayVest Term Sheet to your designated email address showing details of the investment made as well as
the applicable terms thereof.
d. You can increase existing investments on FlexSave which may change the terms of Your initial investment. In the event You choose to increase Your initial investment, an updated term sheet will be provided to You.
e. You authorize Carbon to manage Your investment funds, either directly, via its authorized subsidiaries or third party licensed wealth management partners.
f. You consent to have any matured investments on any plan automatically credited to Your Account.
g. You agree that with respect to any investment made by You on Cash Vault, such investment cannot be redeemed or liquidated prior to the maturity date.
h. You confirm that You understand and agree that, in the event of an early redemption before maturity of Your investments made on Goals and FlexSave or any other product which allows for early redemption, You may be charged a liquidation fee on the amount
being redeemed.
i. If You have an outstanding loan which is in arrears on the maturity or early redemption date of your investment. You agree and authorize Carbon to take a portion of the
investment and use same to offset the outstanding loan. Where the investment amount on the maturity or early redemption date is equal to the outstanding loan amount, You agree and authorize Carbon to use the entire investment amount to offset the outstanding loan.
j. You authorize Carbon to debit any of Your available payment method(s) on scheduled investment dates on any recurring/periodic investment plans You set up.
k. You may be provided with investment recommendations by Carbon. Where Carbon
suggests investments deemed suitable to Your profile, You agree that Carbon will not be liable for any loss or damages You suffer as a result of Your accepting such investment recommendations.
l. You confirm that You understand and agree that any liquidated investments will be processed by Carbon and paid out into Your Account within 2 working days of receiving the liquidation advice.
m. You acknowledge that Carbon may be required by law, to liquidate your investment before maturity in the event that the Customer information provided is untrue, inaccurate or incomplete; and You hereby agree to be liable for any costs that may be reasonably incurred by Carbon in connection with closing Your Account;
n. In line with Your decision to use PayVest, Carbon has the right to whether directly or commingled with the resources of another party, invest, convert from one form to another, buy, sell, re-invest and manage on Your behalf any funds which have been indicated for investments.
o. Although Carbon and its third-party investment partners carefully evaluate potential returns based on historic performance and collect information on market performances, Carbon, and its third-party investment partners make no representation regarding the
likelihood or probability that any actual or proposed investment will in fact achieve a particular outcome or goal.
p. You are urged to use all available resources to educate yourself about investing in general, as well as the investments and the overall composition of Your account. Additionally, market conditions may change – perhaps suddenly or gradually over time. Monitoring and
adjusting Your account to suit changing circumstances is Your responsibility, and it is recommended that You reassess any investing program on a regular basis to ensure that it remains consistent with Your current financial resources and investment objective.
q. Carbon and its third-party investment partners will not be liable in any way for any indirect, special, punitive, consequential loss or damages (including without limitation lost profits, cost of procuring substitute service or lost opportunity) arising out of or in connection with your decision to invest Your savings, whether or not We are made aware of the possibility of such damages.

3. Our Payment Terms

Making Payments From Your Account

1. Your Account can be used to make payments such as airtime purchase, bill payments and fund transfers within the Carbon app.

2. For payments to be successful, Your Account must be adequately funded and You will be notified if payments are unsuccessful.

3. You will be sent notification for all payment transactions and evidence of third party receipt for all payments will be made available to You in the Carbon App.

4. You can make transfers from Your Account to any Nigerian bank. Carbon may reject, decline, fail to authorize, or delay any transaction to or from Your Account or, in the case of a credit to Your Account, delay making the funds available to You where We consider it reasonable to do so and this includes without limitation, the following:

a. The payment instructions You or the third party have provided are unclear;
b. Suspected fraud or criminal activity on your Account;
c. Illegality of the proposed transaction
d. A restriction applies to Your Account;
e. In compliance with applicable laws (including any laws relating to anti-money laundering and terrorist financing)
f. All your transactions are recorded in the transaction history section of your Account. You may access this information after you log in to your Account. We have allocated a reference number to each transaction, you should quote this reference number when communicating with Us about a particular transaction.
g. If We block Your payment, We will let You know by using any of Our communication channels.
h. You hereby agree that We are not liable to You for any loss or damage You suffer as a result of us rejecting, declining, failing to authorize or delaying any transaction to or from Your account or any delay in funds being made available to You.

Scheduled/Recurring Payments

a. To set up a recurring payment from your Account, You must first activate the recurring transaction to enable us to make the scheduled payments from Your Account.
b. If You ask Us to make any scheduled payments on a specified date, Your payment will go out on the date You have indicated.
c. It is Your responsibility to check that there is sufficient available balance before any payment is due. If your Account does not have sufficient available balance, Your
scheduled payment will be rejected.
d. You agree that it is Your responsibility to cancel the scheduled payments set by You and Carbon shall not be liable for any loss incurred due to Your failure to cancel
such scheduled/recurring payments.

Payments into your Account

a. You can fund Your account through bank transfers or receiving payments directly into your Carbon Account. We may not approve receipt of funds into your Account
if any of the following happens:

a. Your account has been suspended;
b. Your account has been deleted;
c. In compliance with applicable laws, rules or regulations including any laws relating to anti-money laundering and terrorist financing
b. Where a payment is not approved, the funds may be reversed to the sender without any notice to You.

Debit Cards
a. When You apply for a debit card, Carbon will issue the Card in Your name. Your Card is linked to your Carbon account therefore any transaction limits on your Account is applicable to your Card. Your Card is only valid for the period stated on the Card and upon expiry, must be destroyed.
b. You undertake to be absolutely responsible for safeguarding Your card details (this includes your card number, expiry date, and cvv) and PIN, and under no circumstance shall You disclose any or all of these to any person including a Carbon representative.
c. Carbon may from time to time, at its discretion, partner with third parties to offer features on the debit Cards. All these features would be on a reasonable effort basis
only, and You agree that Carbon does not guarantee or warrant the efficacy, efficiency, usefulness of any of the products or services offered by any service providers/ merchants/outlets/agencies.
d. You hereby agree that Carbon is expressly exempted from any liability arising from unauthorized access to Your Account and/or card information which arises as a result of Your inability and/or otherwise to safeguard your PIN and/or failure to log out of the system completely by allowing on screen display of your Card information.
e. You agree that You are responsible for all authorized transactions initiated and fees incurred by use of Your Card. If You permit another person to have access to the
Card or PIN, it will be treated as if You authorized such use and will be liable for all transactions and fees incurred by those persons.
f. Your debit Card is only authorized for transactions within Nigeria and with the Nigerian Naira. Your debit Card may be used to perform transactions such as withdrawals from ATMs within Nigeria, purchases from web/online platforms using Naira, purchase for goods and services using POS terminals and other payment devices. In all cases, Your Cards shall not be used for international foreign exchange
transactions and Your ability to make local transactions with Your Card is subject to available collected funds in Your Account.
g. You shall immediately notify Carbon of loss or theft of the Card and/or PIN. Carbon reserves the right to presume that You have authorized any transaction using the Card. You will be deemed responsible for any unauthorized transaction using the Card. Carbon shall block the Card upon your notification in writing informing Carbon of loss or theft of the Card and/or PIN.
h. You hereby agree to pay and Carbon may deduct, without notice, the following:
● Transaction charge for each transaction for which Your Card has been used.
i. If You feel your debit card has been compromised, You can freeze it temporarily, or block it and request a new one.
j. You agree that Carbon will not be responsible or liable in any manner whatsoever for any of the following claims of whatever nature (including without limitation any claim for incidental or consequential damages) arising from or connected with any of the following: the refusal or delay of any other financial institutions; any merchant, POS Terminal or any person to honor Your Card; any goods or services purchased with your Card, any unsuccessful attempt to use Your Card in an ATM when the ATM or system is not working or is temporarily closed or out of service.
k. You agree that Carbon will not be liable for any delay, loss, damage or expenses that You incur or any inconvenience which results from our providing or failing to provide any service, except where such losses result from willful misconduct or gross
negligence by Carbon.

Taxes

You agree that you are responsible for any taxes which may be applicable to payments you make or receive. You further agree that Carbon may withhold amounts in your
Account if we are required to do so in accordance with the direction of any tax authority, or we are required to do so by law.

General Terms
Notices

You agree that We may communicate with You by sending notices, messages, alerts, and
statements in relation to this Agreement in the following manner:
a. To the most recent physical address, We hold for You in Our records
b. By delivery to any email address provided by You during the application process.
c. By delivery of an SMS to any mobile telephone number, You have provided Carbon.
d. By posting such a notice on Our website.
e. Through push notifications on your mobile device,

Event of default

1. Default in terms of this Agreement will occur if:
a. You fail to make any scheduled repayment in full on or before the payment due date in accordance with the repayment plan given to You by Us when You take a Loan;
b. Any representation/information, warranty or assurance made or given by You in connection with the application for use of Your Account or any information or documentation supplied by You is later discovered to be
materially incorrect; or
c. You do anything which may prejudice our rights in terms of this Agreement or causes Us to suffer any loss or damage.

2. In the event of any default by You subject to clause above –
a. We may, with reasonable notice to or demand of You , set-off, appropriate or apply any balance outstanding on Your investment account held by us, or any indebtedness at any time owed by Us to or for Your account, against Your obligations to Carbon, whether or not those obligations have matured.
b. We reserve the right to assign Our rights, title and interest under the Agreement to an external collections agency who will take all reasonable steps to collect the outstanding loan amount and shall notify you of such
assignment .
c. We also reserve the right to institute legal proceedings against You and We will inform You before such proceedings commence.

Termination of the account

1. In addition to Termination by default, We may terminate this Agreement at any time
and for any reason subject to the requirements of applicable law.
b. We may terminate Your Account by sending written notice to the address on Your
application.
c. If there is no debit or credit on Your Account for twelve (12) consecutive months, We may terminate this Account without notice to You.
d. When Termination arises as a result of the default, You shall not be able to apply for credit in the future.
e. We may terminate, withdraw, suspend or cancel Your Card or services related to it in Our sole discretion and without any notice to You and We shall not be liable to You
for any loss or damage which You may have suffered as a result of such termination.
f. We may terminate and request a return if:
i. We are required to do so by CBN or under applicable law;
ii. We have reasonable grounds to believe that the Card is being used for money laundering, terrorism financing or other suspicious transactions; or
iii. You are in breach of this Agreement.

Closing of an Account

You may request to close Your Account at any time by contacting Us. Your request may take up to 30 business days to process. If You owe any payment to Carbon, Carbon will not close your Account until that payment has been made, but We may limit Your ability to make additional transactions using Your Account. Once we have closed Your Account, Your card will not work and you will not be able to access your Account. You may not close Your Account to evade an investigation. You will remain liable for previous obligations related to Your Account even after the account is closed. Carbon will retain Your information in accordance with our Privacy Policy (available on the Carbon website) and any applicable
state or federal law, rule or regulation. You can also request for a copy of Your full payment transaction history with Carbon, which We will give You in the form of bank statements.

We can close Your Account by giving you a maximum of fourteen (14) days’ notice. We may close your Account or stop You using your card and app immediately if:

● You breach any provision of this Agreement;
● We are requested or directed to do so by any competent court of law, government authority, public agency or law enforcement agency;
● We have reason to believe you are in breach of any applicable law or regulation; or
● We have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

Limitation of Liability

To the extent not prohibited by law, under no circumstances shall We, our subsidiaries, partners, or affiliates, be liable to You for:

(a) personal injury or any indirect, incidental,
consequential, special or exemplary damages, arising from or relating to this Agreement, the use of or inability to use a Carbon Account, the Services, our or your liabilities to third parties arising from any source; or
(b) except as required under applicable law, any indirect,
incidental, consequential, special or exemplary damages, arising from or relating to the conduct of You or anyone else in connection with the use of a Carbon Account or the Services, including, but not limited to, damages arising from Your failure to provide Us with accurate information or a third party’s failure to correctly verify such information. Except for an action in relation to defamation, You agree that if any lawsuit or court proceeding is permitted under this Agreement, the aggregate liability of Us and Our affiliates and suppliers
to You for all claims arising out of or related to this Agreement or Your use or inability to use the Services will not exceed the amount of any affected order(s) giving rise to such damages. These limitations will apply even if the above stated remedy fails for its essential purpose.

Miscellaneous

a. This Agreement represents the entire understanding between Carbon and Yourself with respect to the subject matter hereof and supersedes any prior agreement.
Carbon and Yourself acknowledge and agree that the other has not made any representations, warranties or agreements of any kind except as expressly set forth
herein.

b. We may amend this Agreement from time to time. If we make any changes to this Agreement, We will notify You in advance of such changes via the email address associated with Your Account. If you do not agree with the changes, please do not use the Services.

c. The failure of Carbon to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.

d. We will notify You within a reasonable time prior to any transfer or assignment of our obligations under this Agreement, and any rights under this Agreement, to a
third party. You agree that We may appoint third party collections agencies to collect any amounts owing to Us under this Agreement after notifying You. You hereby
waive demand, notice of non-payment, protest and all other notices or demands whatsoever, and hereby consent after reasonable notice to You and without releasing the liability of any party, the obligations evidenced by this Agreement may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled or released by us.

e. You hereby authorise and consent to all lawful access, use or disclosure of Your particulars, data and information in the application by Us for purposes necessary to provide You with the services in accordance with Our Privacy Policy and all relevant data protection policies.

f. Carbon may at any time vary and revise these Terms and Conditions by updating this document. We will notify you of such updates which shall be available for Your review under the “CarbonTM Terms and Conditions” link that appears on the Carbon website and mobile application.

g. You acknowledge that all intellectual property rights in CarbonTM belongs to Carbon or its licensors and that rights in the application/website are licensed (not sold or
assigned) to You in accordance with this Agreement, and that you have no rights in, or to, the mobile application/website other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to the mobile application in source-code form.

Indemnification

You agree to release, indemnify and hold harmless Us, our affiliates, and respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to:

(a) your access to, use of, or inability to use Your Carbon Account or the Services;
(b) your breach or alleged breach of this Agreement;
(c) Your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of
Your employees, contractors, or agents, or a breach of any contracts or other relationships between You and third parties;
(d) your violation of any applicable law; or
(e) your failure to provide and maintain true, accurate, current and complete information in Your Carbon
Account. You shall cooperate as fully as reasonably required in the defense of any such claim. Carbon reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You agree not to settle any matter
without the prior written consent of Carbon. For the avoidance of doubt, this indemnification, defense and hold harmless obligation will survive this Agreement and the
termination of Your use of the Services.

Keeping in touch

(a) How to contact us: You can contact Us by using the in-app support feature on the mobile application or using the complaint tab on the web portal at portal.getcarbon.co

(b) How we will contact You: We will contact You in English using email, or through your phone number provided to us or through push notifications on Your device when You
spend or receive money. If any of Your contact details change, for example your email address, or phone number, You must let us know as soon as possible.