01 · Terms & Conditions
Governing terms of service.
1. Interpretation and Definitions
In these Terms & Conditions (“Terms”), unless the context otherwise requires:
- “Carbon Mandate”, “we”, “us” or “our” refers to Carbon Mandate Ltd, a company registered in England and Wales (Reg 17288007), with its registered office at 3rd Floor, 45 Albemarle Street, Mayfair, London, W1S 4JL, GB.
- “Client”, “you” or “your” refers to the corporate entity or authorised representative engaging our services.
- “Services” means the preparation services provided by Carbon Mandate, including CBAM liability quantification, MRV data extraction, and CBAM declaration compilation for the Client’s nominated EU importer.
- “Platform” means the Carbon Mandate website at carbonmandate.com and the secure Client Vault portal.
- “Methodology” means Carbon Mandate’s proprietary methodological framework, preparation methodology, analytical processes, and operational know-how, developed and owned exclusively by Carbon Mandate Ltd.
2. Acceptance of Terms
By accessing the Platform or engaging our Services, you confirm that you are acting in a professional or commercial capacity on behalf of a corporate entity, and that you accept these Terms in full. These Terms constitute a legally binding agreement between you and Carbon Mandate Ltd. If you do not agree to any provision herein, you must not access or use the Platform or Services.
These Terms are intended exclusively for business-to-business (B2B) engagements. Carbon Mandate does not provide services to individual consumers.
3. Nature of Services
Carbon Mandate prepares CBAM declarations on behalf of non-EU exporter clients. Our Services comprise:
- Carbon liability quantification and financial exposure modelling;
- Monitoring, Reporting, and Verification (MRV) data extraction and structuring;
- CBAM declaration compilation, checking, and packaging for the Client’s nominated EU importer;
- Independent review of Client-prepared drafts.
Carbon Mandate is not an EU-authorised CBAM declarant and does not submit declarations to the EU CBAM Registry. The submission of any CBAM declaration to the competent authority remains the sole legal responsibility of the Client’s nominated importer.
Important: Our Services constitute preparation work based on our interpretation of applicable EU and UK regulations as at the date of engagement. We do not guarantee specific regulatory rulings, determinations, or outcomes by any regulatory authority. Regulatory frameworks are subject to amendment, reinterpretation, and revision, and Carbon Mandate accepts no liability for changes to applicable law or regulation occurring after the date of our advice or deliverables.
4. Intellectual Property
All intellectual property rights in Carbon Mandate’s methodology and tooling, including but not limited to its methodological framework, analytical models, proprietary algorithms, data structures, preparation methodology components, documentation, and branding, are and shall remain the exclusive property of Carbon Mandate Ltd.
No licence, assignment, or transfer of intellectual property rights is granted to the Client by virtue of an engagement, except for the limited, non-exclusive, non-transferable right to use deliverables produced for the Client during the term of the engagement and for the purposes specified therein.
The Client shall not, without the prior written consent of Carbon Mandate:
- Reproduce, modify, adapt, or create derivative works based on Carbon Mandate’s methodology and tooling or any proprietary methodology;
- Reverse-engineer, decompile, or disassemble any component of Carbon Mandate’s preparation methodology, analytical tooling, or underlying systems;
- Disclose, distribute, or make available any proprietary materials to third parties.
5. Limitation of Liability
To the maximum extent permitted by applicable law:
- Carbon Mandate’s aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client under the relevant engagement in the twelve (12) months preceding the event giving rise to the claim.
- Carbon Mandate shall not be liable for any indirect, consequential, special, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business opportunity, or loss of data, howsoever arising.
- Carbon Mandate shall not be liable for any loss or damage arising from changes to EU or Member State regulations, including amendments to the EU CBAM regime, its implementing and delegated acts, or any related customs, tax, or emissions trading legislation.
- Carbon Mandate shall not be liable for the accuracy, completeness, or timeliness of data provided by the Client or third parties upon which our analysis or deliverables are based.
Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.
6. Client Obligations
The Client shall:
- Provide accurate, complete, and timely data as reasonably required for the performance of the Services;
- Ensure that all information provided does not infringe any third-party rights;
- Designate a suitably authorised officer or representative as the primary point of contact;
- Comply with all applicable laws and regulations in connection with the engagement.
7. CBAM Data Accuracy
The Client acknowledges and agrees that the accuracy, completeness, and provenance of all CBAM-relevant data — including but not limited to embedded emissions values, supplier MRV submissions, Combined Nomenclature (“CN”) classifications, importer reference numbers, country-of-origin codes, net mass figures, default-value mark-ups, and any timestamps used to establish reporting periods — is the sole and continuing responsibility of the Client.
Carbon Mandate’s analytical outputs, dashboards, declaration drafts, and diagnostic reports are derived directly from data supplied by or on behalf of the Client. We do not independently verify upstream supplier data, primary measurement instrumentation, or third-party laboratory results unless an explicit, separately scoped verification engagement has been agreed in writing.
The Client shall promptly notify Carbon Mandate of any inaccuracy, omission, or material change in submitted data. Failure to do so may result in the rejection of CBAM declarations by the EU CBAM Registry or the Member State competent authority, the imposition of default-value mark-ups, the assessment of regulatory penalties under the EU CBAM regime, or the recalculation of CBAM certificate liabilities — in each case at the Client’s sole risk and expense.
8. Self-service tools.
Carbon Mandate may make available, free of charge or as part of a paid subscription, certain self-service tools, including the CBAM Exposure Calculator and the CBAM XML Scan (collectively, the “Tools”).
The Tools are provided strictly on an “as-is” and “as-available” basis for diagnostic, exploratory, and structural-quality-assurance purposes. They are not:
- A substitute for legal, accounting, or customs-clearance advice;
- An official verification, certification, or pre-clearance of any CBAM declaration;
- A representation that any submission processed by a Tool will be accepted by the European Commission, the EU CBAM Registry, or any Member State competent authority;
- A guarantee that an XML file passing a structural check conforms to the EU CBAM XSD in every respect, or that all in-document business-rule violations have been detected.
Tool outputs may flag a subset of detectable issues only. The absence of a flagged error does not constitute clearance, sign-off, or any form of warranty. The Client remains exclusively responsible for the content, accuracy, and timely submission of every CBAM declaration.
The structural checking functionality of the Tools is informed by Carbon Mandate's proprietary internal interpretation framework. The absence of a flagged issue does not constitute clearance, regulatory pre-approval, or any form of compliance opinion. Carbon Mandate does not interfere with, alter, or augment the substance of Client data at any stage of processing.
Files uploaded to the Tools are processed under a zero-retention architecture: they are parsed in volatile memory and immediately destroyed. Operational metadata (filename, byte size, error count, run timestamp, and authenticated user identifier) may be retained for audit, security, and product-improvement purposes in accordance with our Privacy Policy.
9. Customs Liability and Filing Responsibility
The Client acknowledges that, under the EU CBAM regulatory regime and its implementing acts, the legal obligation to submit CBAM declarations, to surrender CBAM certificates, to operate as an authorised CBAM declarant where required, and to respond to enquiries from the National Competent Authority and the European Commission rests exclusively with the importer of record or its authorised customs representative — not with Carbon Mandate. Carbon Mandate prepares and packages declarations for submission by the importer; we do not submit declarations to the EU CBAM Registry on the Client's or the importer's behalf.
Carbon Mandate has developed a proprietary internal framework of forty-seven (47) regulatory interpretation rules derived from its analysis of the EU CBAM regulatory corpus. These rules constitute Carbon Mandate's internal expert methodology and are used solely to inform the preparation of structured XML outputs. They do not constitute a warranty, guarantee, or representation that any output will satisfy the requirements of any competent authority. The application of this framework is entirely dependent on the accuracy and completeness of data supplied by the Client.
To the maximum extent permitted by applicable law, Carbon Mandate shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following arising out of or in connection with any Service or Tool:
- Rejection, suspension, or non-acceptance of a CBAM declaration by the EU CBAM Registry, the European Commission, or any Member State competent authority;
- Imposition of default-value mark-ups, financial penalties, fines, surcharges, interest, or back-duties under EU CBAM penalty provisions or any successor regime;
- Detention, delay, demurrage, or release-conditions imposed on goods at the EU border;
- Audit findings, retroactive recalculations, or reassessments of embedded emissions or certificate liability;
- Disputes between the Client and its suppliers, customs agents, freight forwarders, verifiers, or end customers concerning data, filings, or pricing;
- Loss of margin, opportunity, contracts, or goodwill consequent upon any of the above.
This Section 9 is in addition to, and shall be read together with, the limitation of liability provisions in Section 5. Where the two conflict, the more limiting of the two shall apply. Nothing in this Section 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.
10. Confidentiality
Each party agrees to treat as confidential all information received from the other party that is designated as confidential or that, by its nature, a reasonable person would regard as confidential. This obligation shall survive the termination of any engagement for a period of five (5) years.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law, regulation, or order of a competent authority.
11. Termination
Either party may terminate an engagement by providing thirty (30) days’ written notice to the other party. Carbon Mandate reserves the right to terminate immediately in the event of a material breach by the Client that is not remedied within fourteen (14) days of written notice.
Upon termination, the Client shall pay all fees and expenses accrued up to the date of termination. Clauses relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination.
12. Governing Law and Jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
13. Amendments
Carbon Mandate reserves the right to amend these Terms at any time. The most current version shall be published on the Platform with the effective date indicated below. Continued use of the Platform or Services following any amendment constitutes acceptance of the revised Terms.
Effective date: 25 June 2026