RFP Terms and Conditions

Effective date: 27 April 2026

Issuing Organization: Carbonaires Capital Limited of Moray House, 23-35 Great Titchfield Street, W1W 7PA (“Carbonaires”, “Issuer”).

These Terms and Conditions (“RFP T&Cs”) govern the solicitation process initiated by the issuing organization (“Issuer”) through this Request for Proposal (“RFP”). By accessing this RFP document, submitting a response, or participating in any stage of this solicitation process, each respondent (“Respondent”) agrees to be bound by these RFP T&Cs in their entirety.

These RFP T&Cs are distinct from and do not constitute the terms and conditions of any contract that may result from this solicitation. The purpose of these provisions is solely to regulate the conduct of the RFP process itself.

1. Definitions

For the purposes of these RFP Terms and Conditions, the following definitions apply:

“Issuer” means the organization issuing this RFP, including its officers, employees, agents, and authorized representatives.

“Respondent” means any individual, company, partnership, joint venture, or other entity that accesses, receives, or responds to this RFP.

“RFP Documents” means this document, all attachments, exhibits, schedules, addenda, and any other materials issued in connection with this solicitation.

“Confidential Information” means any and all non-public information disclosed by the Issuer in connection with this RFP, whether marked as confidential or not, that a reasonable person would consider proprietary or sensitive.

“Proposal” or “Response” means the formal submission made by a Respondent in reply to this RFP.

“Solicitation Period” means the period commencing on the RFP issue date and ending upon the Issuer’s written notice of award or cancellation of the RFP process.

2. Confidentiality of RFP Information

2.1

Obligation of Confidence. All Confidential Information disclosed to Respondents through this RFP process is provided solely for the purpose of enabling Respondents to prepare a Proposal. Respondents shall:

Hold all Confidential Information in strict confidence using at least the same degree of care they apply to their own confidential information, but no less than reasonable care;

Use Confidential Information exclusively to evaluate the opportunity and prepare a Proposal;

Restrict access to Confidential Information to personnel who have a legitimate need to know for purposes of the RFP response;

Not disclose, reproduce, distribute, or transmit Confidential Information to any third party without the prior written consent of the Issuer.

2.2

Required Disclosures. If a Respondent is required by applicable law, regulation, or court order to disclose any Confidential Information, the Respondent shall: (a) provide the Issuer with prompt written notice prior to disclosure to the extent permitted by law; (b) cooperate with the Issuer in seeking a protective order or other appropriate relief; and (c) disclose only that portion of Confidential Information legally required to be disclosed.

2.3

Return or Destruction of Information. Upon request by the Issuer, or upon conclusion of the solicitation process, Respondents who do not receive an award shall promptly return or certify the destruction of all Confidential Information, including all copies, notes, summaries, and derivative works.

2.4

Survival. Confidentiality obligations under this Section 2 shall survive the conclusion of the RFP process for a period of three (3) years, or until the Confidential Information enters the public domain through no fault of the Respondent, whichever occurs first.

3. Use and Permitted Purpose of RFP Data

3.1

Scope of Permitted Use. All data, specifications, requirements, financials, operational details, and other information included in the RFP Documents (“RFP Data”) are provided exclusively for the purpose of enabling Respondents to prepare and submit a Proposal. Respondents shall not:

Use RFP Data for any commercial purpose unrelated to this solicitation;

Incorporate RFP Data into any other product, service, proposal, or offering;

Benchmark, reverse-engineer, or analyze RFP Data to gain competitive intelligence beyond what is necessary for this RFP;

Share RFP Data with affiliates, subsidiaries, or related entities except to the extent necessary for preparing the Proposal.

3.2

Intellectual Property. All RFP Documents and RFP Data remain the exclusive intellectual property of the Issuer. No license, right, or interest in the Issuer’s intellectual property is granted to Respondents except the limited right to use RFP Data solely for the purpose of preparing a Proposal during the Solicitation Period.

3.3

No Derivative Works. Respondents shall not create derivative works based on RFP Data, except as necessary to formulate their Proposals. Any such derivative works created in connection with a Proposal shall not be used for any other purpose.

4. Non-Circumvention

4.1

Prohibition on Circumvention. During the Solicitation Period and for a period of twelve (12) months thereafter, Respondents shall not, directly or indirectly, attempt to circumvent the Issuer by:

Contacting, negotiating with, or entering into any agreement with any subcontractor, supplier, vendor, partner, or other third party identified or introduced to Respondent through this RFP process, for purposes related to the subject matter of this RFP, without the Issuer’s prior written consent;

Entering into any arrangement that would deprive the Issuer of the benefit of its relationships with third parties identified through this RFP;

Using information obtained through this RFP process to independently source or recreate any solution, service, or arrangement that is the subject of this solicitation, with any party other than the Issuer.

4.2

No Side Arrangements. Respondents shall not enter into any side arrangements, agreements, or understandings with other Respondents, third parties, or Issuer personnel regarding this RFP without the Issuer’s express written authorization.

4.3

Disclosure Obligation. Respondents shall promptly disclose to the Issuer any approach or communication made to them by a third party that could constitute a circumvention under this Section 4.

5. Accuracy and Completeness of Response

5.1

Respondent Warranty. By submitting a Proposal, the Respondent warrants and represents that:

All information, statements, representations, and data contained in the Proposal are true, accurate, and complete as of the date of submission;

The Proposal does not contain any material omission, misrepresentation, or misleading statement;

All financial information, pricing, and carbon credit issuance estimates are based on genuine, good-faith assessments;

The Respondent has the legal authority, capacity, and resources to fulfill the obligations described in the Proposal;

No conflict of interest exists that would impair the Respondent’s ability to perform, or that has not been fully disclosed.

5.2

Duty to Update. Respondents have an ongoing obligation to promptly notify the Issuer in writing of any material changes to information provided in their Proposal, including changes to ownership, financial standing, key personnel, licensing status, or any other material matter, at any time prior to the award of a contract.

5.3

Consequences of Inaccuracy. The Issuer reserves the right to disqualify any Proposal that is found to contain material inaccuracies, misrepresentations, or omissions, at any stage of the evaluation process. Disqualification for inaccuracy shall not limit any other remedies available to the Issuer under applicable law.

6. Timely Response Requirements

6.1

Submission Deadline. Proposals must be submitted by the date, time, and method specified in the RFP Documents. The Issuer’s official clock shall govern all timing determinations. Proposals received after the stated deadline will not be considered, regardless of the reason for late delivery, unless the Issuer, at its sole discretion, grants a written extension to all Respondents.

6.2

Response to Clarifications and Follow-Up. During the evaluation process, Respondents may be asked to provide clarifications, additional documentation, or supplementary information. Respondents shall respond to such requests within the timeframe specified by the Issuer, which shall be no less than three (3) business days unless circumstances require a shorter period. Failure to respond in a timely manner may result in disqualification or the evaluation proceeding without the Respondent’s clarifications.

6.3

Availability for Presentations. If the Issuer requires oral presentations, demonstrations, or site visits as part of the evaluation process, Respondents shall make themselves available within ten (10) business days of receiving such a request, unless the Issuer approves an alternative schedule. Inability to accommodate evaluation activities in a timely manner may adversely affect the Respondent’s evaluation score.

6.4

Acknowledgment of Receipt. Access to the RFP Documents is provided through the Issuer’s RFP platform, conditional on Respondent registration and approval by the Issuer. The Issuer will record when an approved Respondent accesses the RFP Documents through the platform, and such access shall constitute acknowledgment of receipt for the purposes of these RFP T&Cs.

7. Conflicts of Interest and Ethical Standards

7.1

Disclosure of Conflicts. Respondents must disclose in their Proposals any actual, potential, or perceived conflict of interest, including but not limited to: current or prior business relationships with Issuer personnel; ownership interests in entities that are parties to this solicitation; and simultaneous representation of competing parties. The Issuer shall determine, in its sole discretion, whether any disclosed or undisclosed conflict is disqualifying.

7.2

Prohibition on Improper Influence. Respondents shall not, directly or indirectly, offer, give, solicit, or accept any gift, gratuity, benefit, payment, or other consideration of value to or from any Issuer employee, officer, board member, or agent in connection with this RFP. Any such conduct will result in immediate disqualification and may be reported to relevant authorities.

7.3

Anti-Bribery and Anti-Corruption. Respondents represent and warrant that their participation in this RFP process complies with all applicable anti-bribery, anti-corruption, and anti-money laundering laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, where applicable.

8. No Commitment or Obligation

This RFP does not constitute an offer to contract or a commitment by the Issuer to procure any goods or services. The Issuer expressly reserves the right to:

Accept or reject any or all Proposals, in whole or in part, at its sole and absolute discretion;

Cancel, suspend, or modify the RFP process at any time, with or without notice and without liability;

Waive any irregularity or informality in any Proposal;

Negotiate with one or more Respondents simultaneously or sequentially;

Split the possible financing options among multiple Respondents;

Issue subsequent RFPs or re-solicit for the same or substantially similar scope;

Conclude financing for a specific project as a result of this solicitation.

No Respondent shall have any cause of action against the Issuer arising from the exercise of any of the foregoing rights.

9. Communication and Contact Restrictions

9.1

Designated Point of Contact. All communications regarding this RFP must be directed exclusively to the designated RFP contact identified in the RFP Documents. Respondents shall not contact any other employee, officer, director, board member, or agent of the Issuer regarding this RFP during the Solicitation Period.

9.2

Written Communications. Unless otherwise specified, all formal inquiries, requests for clarification, and Proposal submissions shall be made through the Carbonaires RFP platform. The Issuer will publish written responses to substantive inquiries, together with any Proposal-related feedback, through the same platform, available to Respondents on the same basis and without identifying the source of any inquiry. Any communication that cannot reasonably be made through the platform shall be directed to rfp@carbonaires.com.

9.3

Addenda. The Issuer may modify the RFP Documents from time to time. Where modifications are made, the Issuer will notify Respondents through the Carbonaires RFP platform and/or by email. Only modifications issued by the Issuer through these channels are binding. Respondents are responsible for reviewing all such modifications and incorporating them into their Proposals.

10. Proposal as Property of Issuer

All Proposals and supporting materials submitted in response to this RFP become the property of the Issuer upon submission and will not be returned to Respondents. The Issuer may retain all submitted materials regardless of whether an award is made. Respondents shall clearly identify any information in their Proposals that they consider proprietary or trade secret, and the Issuer will make reasonable efforts to protect such information from public disclosure to the extent permitted by applicable law.

11. Costs and Expenses of Participation

Each Respondent shall bear all costs and expenses incurred in connection with participation in this RFP process, including without limitation the preparation, submission, and presentation of its Proposal, and any other costs associated with the submission. The Issuer shall have no liability for any costs or expenses incurred by any Respondent, regardless of the outcome of this solicitation.

12. Publicity and Announcements

Respondents shall not issue any press release, public announcement, or marketing communication referencing this RFP, the Issuer, or the solicitation process without the prior written consent of the Issuer. This prohibition includes posts on social media, industry publications, and any other public forum. Respondents shall not represent to any third party that they have been selected or are in exclusive negotiations as a result of this RFP unless and until a written award notification has been issued by the Issuer and approval has been granted by the financier to release such announcement.

13. Governing Law, Jurisdiction, and Dispute Resolution

13.1

Governing Law. These RFP T&Cs and any disputes arising from or relating to this solicitation process shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

13.2

Dispute Resolution. Any dispute arising out of or relating to these RFP T&Cs, including any question regarding their existence, validity, or termination, shall be resolved by the parties through good-faith negotiation in the first instance. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the matter to mediation administered by a mutually agreed mediator before resorting to litigation.

13.3

Jurisdiction. Subject to the dispute resolution provisions above, each Respondent irrevocably consents to the exclusive jurisdiction and venue of the courts of England and Wales for resolution of any disputes relating to these RFP T&Cs.

14. Limitation of Liability

To the maximum extent permitted by applicable law, the Issuer’s aggregate liability to any Respondent arising from or in connection with the RFP process, including any claim for reliance damages, shall not exceed the amount of $1,000. In no event shall the Issuer be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or business opportunity, arising from any Respondent’s participation in or reliance upon this solicitation.

15. Compliance with Laws

Respondents represent and warrant that their participation in this RFP process and the preparation of their Proposals complies with all applicable federal, state, provincial, and local laws and regulations, including but not limited to: data privacy and protection laws; export control regulations; anti-trust and competition laws; employment and labour laws; and all other applicable regulatory requirements. Any Proposal that, in the Issuer’s determination, would require the Issuer to violate applicable law will be disqualified.

16. Severability and Entire Agreement

If any provision of these RFP T&Cs is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. These RFP T&Cs, together with the RFP Documents, constitute the entire agreement between the Issuer and Respondents with respect to the conduct of this solicitation process, and supersede all prior understandings, representations, or agreements relating thereto.

17. Amendments and Waivers

These RFP T&Cs may only be amended by a written addendum issued by the Issuer and distributed to all Respondents. No waiver of any provision shall be effective unless made in writing by the Issuer. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, nor shall it affect any other rights or remedies available to the Issuer.

18. Acknowledgment

By submitting a Proposal, each Respondent confirms that it has read, understood, and agrees to be bound by these RFP Terms and Conditions in their entirety.