Standard Terms and Conditions

Effective date: 30 May 2026. Last revised: 3 November 2026. These are the current published terms for Carbon Trader® website and platform use.

Part 1 - Standard Terms and Conditions

1. Who we are

1.1 Carbon Trader is operated by Trend Enterprises Limited (NZBN: 9429048521130) t/a Carbon Trader®.

1.2 Carbon Trader’s Financial Service Provider registration number is FSP1008496. References to Carbon Trader, we, us or our mean Trend Enterprises Limited trading as Carbon Trader, including its officers, employees, contractors, agents, administrators, platform operators and related service providers where the context requires.

1.3 Carbon Trader provides a technology-enabled carbon market platform for New Zealand Units, voluntary carbon credits, international carbon credits, marketplace listings, price discovery, evidence packs, claim reviews, data services, digital wallet records, transaction administration, Carbon Trader-managed escrow settlement and introductions between buyers and sellers for Direct Sales.

1.4 Carbon Trader is not a government agency, regulator, registry, NZETR operator, tax adviser, legal adviser, auditor, forestry consultant or environmental certification body. Carbon Trader may provide market administration, data, settlement and evidence services, but clients must obtain their own legal, tax, accounting, forestry, financial, environmental, audit and regulatory advice where required.

1.5 Carbon Trader maintains public liability insurance up to NZD $100,000, based on the information supplied by Carbon Trader. That insurance is not a guarantee of performance, client money protection, credit protection, transaction settlement, cyber loss cover, registry loss cover or indemnity for all user losses. The precise policy terms, exclusions and cover limits are controlled by the insurance policy.

2. Acceptance of these Terms

2.1 These Terms apply when any person or organisation accesses the website, creates an account, uses the platform, lists credits, posts a Wanted Request, submits an enquiry, participates in a transaction, uses a digital wallet record, receives market data, submits KYC material or otherwise uses Carbon Trader services.

2.2 A user accepts these Terms by:

accessing or using the website or platform;
creating or using an account;
clicking an acceptance checkbox;
submitting a Wanted Request, listing, purchase, order or trade request;
giving us authority to settle or administer carbon credits;
using our market data or public tools;
signing a sale confirmation, contract note or subscription form; or
continuing to use the services after these Terms are updated.

2.3 If there is a conflict between these Standard Terms and a signed sale confirmation, escrow instruction, subscription agreement or other special terms, the more specific signed or transaction-specific document prevails for that transaction.

3. Definitions

In these Terms:

Account means a Carbon Trader account, including a personal user account, organisation account, admin-created account, buyer account, seller account or supplier account.

Administrator means a Carbon Trader staff member or authorised operator with administrative access to the platform.

AML/CFT Law means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, regulations, codes of practice, guidance, sanctions rules and related laws or regulatory expectations that apply to Carbon Trader from time to time.

Buyer means a person or organisation seeking to buy, reserve, transfer, retire or otherwise acquire carbon credits or NZUs through Carbon Trader.

Carbon Credit means a unit, credit, allowance, certificate, offset, removal, reduction or other environmental market instrument, including NZUs, VCUs, VERs, Plan Vivo Certificates, ACCUs, CORSIA-eligible units, Article 6-authorised units, voluntary credits, nature credits, biodiversity credits, registry-issued credits and other instruments accepted by Carbon Trader.

Carbon Trader-managed escrow means the settlement pathway in clause 15 under which buyer funds are paid into Carbon Trader’s designated escrow / client settlement account, Carbon Trader holds the funds and the NZUs or other credits, and the trade is completed in accordance with the agreed sale confirmation and settlement instructions. It applies to a listing the seller has chosen to sell with escrow, to every Wanted Request and to any other transaction Carbon Trader agrees to settle.

Client Settlement Account means any bank account used by Carbon Trader for receiving, holding, applying or distributing settlement funds for transactions, whether described as escrow, client settlement, trust, client money, clearing or another equivalent term.

Credit Lot means a parcel of credits recorded on the platform as available, reserved, under review, listed, traded, transferred, retired, cancelled or otherwise administered.

Digital Wallet means the Carbon Trader ledger, dashboard, wallet display or custody record that records user holdings, reservations, entitlements, transfers, settlement statuses, evidence, invoices or transaction balances. A Digital Wallet is not a bank account and does not necessarily mean Carbon Trader holds the underlying assets unless expressly stated.

Direct Sale means a sale of NZUs from a listing the seller has chosen to sell directly, in which the buyer pays the seller and the seller transfers the NZUs to the buyer on the NZETR without Carbon Trader holding either, as described in clause 15B.

Evidence Pack means documentation generated or compiled by Carbon Trader to evidence a transaction, retirement, cancellation, transfer, claim basis, project, credit lot, listing, quality review, settlement or completion event.

Listing means a public listing of credits or related assets on Carbon Trader, at a fixed price or POA, offered for sale with Carbon Trader-managed escrow or as a Direct Sale.

NZETR means the New Zealand Emissions Trading Register.

NZU means a New Zealand Unit issued or held under the New Zealand Emissions Trading Scheme.

Seller means a person or organisation seeking to sell, list, market, transfer, retire, cancel or otherwise dispose of credits through Carbon Trader.

Services means all Carbon Trader products and services, including the website, platform, public marketplace, listings, escrow, settlements, Direct Sale introductions, digital wallets, data services, evidence packs, claim assessments, onboarding, KYC, supplier verification and support.

User means any visitor, account holder, buyer, seller, supplier, broker, adviser, administrator or other person accessing the Services.

Wanted Request means a request posted on the marketplace by a buyer to buy a stated quantity of NZUs at a stated price, also called a buy request or buyer request.

4. Services provided by Carbon Trader

4.1 Carbon Trader may provide some or all of the following services:

public carbon credit marketplace;
introductions between buyers and sellers for Direct Sales;
buyer and seller onboarding;
supplier and project verification workflows;
KYC, KYB, AML/CFT, sanctions and PEP checks;
price discovery;
Carbon Trader-managed escrow;
NZETR transfer coordination;
registry transfer, retirement and cancellation support;
digital wallet / ledger records;
portfolio and custody statements;
evidence packs and completion statements;
claim suitability reviews and environmental claim support;
Carbon Trader Quality Score or similar scoring tools;
market data subscriptions;
fee estimation and fee schedule administration;
support, education, reports and account management.

4.2 Carbon Trader may add, remove, suspend, restrict or modify Services at any time. Some Services may be available only to verified users, approved organisations, eligible jurisdictions, specific credit types or transaction participants who meet our due diligence requirements.

4.3 Carbon Trader may refuse, delay, suspend or cancel a Service if required for AML/CFT, sanctions, fraud, regulatory, security, operational, dispute, legal, tax, market integrity, claim-risk, financial crime or reputational reasons.

5. No automatic advice relationship

5.1 Unless we expressly agree in writing, Carbon Trader does not provide personalised financial advice, investment advice, tax advice, legal advice, forestry advice, climate reporting advice, audit assurance, environmental certification or guarantee of credit quality.

5.2 Market indications, price estimates, quote comparisons, quality scores, claim reviews, marketplace data, portfolio dashboards and evidence packs are provided to assist decision-making, but they do not remove the need for a client to obtain professional advice.

5.3 Users remain responsible for deciding whether to buy, sell, hold, transfer, retire, cancel or claim any credit. Carbon Trader does not guarantee any future NZU price, credit value, liquidity, buyer demand, regulatory treatment, tax treatment, accounting treatment, climate claim or legal outcome.

6. Eligibility, registration and account use

6.1 To use account-based Services, a user must:

be at least 18 years old if acting as an individual;
have authority to act for any organisation they represent;
provide accurate and current information;
complete identity verification and any other customer due diligence checks when clause 9 requires them;
comply with these Terms and all applicable laws;
keep login credentials secure;
use the platform only for lawful business purposes.

6.2 Carbon Trader may create different account types, including guest users, traders, buyers, sellers, suppliers, advisers, admins, brokers and read-only users.

6.3 Organisation account owners are responsible for all actions taken by authorised users, team members, invited advisers and administrators linked to their organisation account.

6.4 Carbon Trader may require multi-factor authentication, password resets, account re-verification, device checks, session controls, admin approval or other security measures.

6.5 Users must notify Carbon Trader immediately if they suspect unauthorised access, compromised credentials, incorrect authority, fraudulent activity or data loss.

6.6 From 9 October 2026 an Account is created with a name, an email address and a password, and the email address is confirmed with a one-time code, or by signing in with a Carbon Tracker® account under clause 7.1. Identity documents are not required to create an Account, to browse the marketplace, to create a listing, to record bank or NZETR account details or to post a Wanted Request. Identity is verified under clause 9 when a transaction settles through Carbon Trader-managed escrow: before Carbon Trader issues an invoice to a buyer, releases sale proceeds to a seller or processes a withdrawal from a Digital Wallet. Identity is not verified for a Direct Sale (clause 9.2B). Creating an Account does not mean that Carbon Trader has verified the user's identity or accepted the user for any transaction.

7. Authentication, sign-in and access controls

7.1 Carbon Trader authenticates users through its own account system. A user signs in with an email address and a password, and may also turn on an authenticator app that generates time-based six-digit codes, or six-digit codes sent by text message to a New Zealand mobile number. A user may instead sign in with a Carbon Tracker® account (carbontracker.nz, a separate service of Trend Enterprises Limited); an Account created that way is never matched to another Account by email address. Sign-in with Google or Apple is not offered. Carbon Trader may add or remove sign-in methods.

7.2 A user is responsible for the security of their email account, any Carbon Tracker account used to sign in, device, browser session, password, authenticator app and recovery credentials.

7.3 Carbon Trader may rely on sign-in sessions, account roles, organisation permissions, user roles, administrator actions and audit logs when determining user access.

7.4 Carbon Trader may suspend access if it believes a session, role, account or sign-in method is compromised, stale, wrongly assigned or being misused.

7.5 Passwords are stored only as salted, keyed hashes and cannot be read by anyone, including Carbon Trader. A sign-in session is held in a secure, HttpOnly cookie and is stored by Carbon Trader only as a hash. Changing bank or NZETR account details, or turning off the authenticator app, requires the password to be entered again (or, for an Account that signs in with Carbon Tracker, a recent sign-in), and the account holder is emailed when it happens. The account holder is also emailed when their password changes, when sign-in is paused after repeated wrong passwords, and when an authenticator app is turned on or off.

7.6 Carbon Trader's administrators use an admin console that requires an authenticator app to sign in.

8. Authority to act

8.1 A user representing a company, trust, partnership, incorporated society, government body, forestry manager, adviser, accountant, agent, project developer, registry account holder or other organisation warrants that they have authority to act.

8.2 Carbon Trader may require written authority, board resolutions, director approvals, NZBN evidence, beneficial ownership information, forest manager authority, adviser authority, registry authority, settlement authority or other confirmation before acting.

8.3 Carbon Trader is not required to proceed until authority is satisfactory. If authority is later disputed, Carbon Trader may pause, reverse, cancel or suspend any related transaction to the extent possible and lawful.

9. KYC, KYB, AML/CFT, sanctions and financial crime controls

9.1 Carbon Trader may conduct customer due diligence, enhanced due diligence, identity verification, certified-copy and original document checks, source-of-funds checks, source-of-wealth checks, source-of-credit checks, beneficial ownership checks, sanctions screening, politically exposed person screening, adverse media checks, fraud checks, transaction monitoring and ongoing account monitoring.

9.2 Carbon Trader verifies identity under the Identity Verification Code of Practice 2026, principally from certified copies of identity documents or original documents sighted in person, and may engage third-party providers to assist with KYC/KYB, electronic identity verification, sanctions screening and document verification.

9.2A From 9 October 2026 identity is verified when a transaction enters Carbon Trader-managed escrow, and not at registration. Carbon Trader verifies:

a buyer's identity before it issues the invoice for the buyer's purchase or for funding a buyer request;
a seller's identity before it releases sale proceeds to the seller. A listing may be sold, and the buyer's funds received into escrow, before the seller's identity is verified. In that case the proceeds are held in escrow and are not released until it is;
a user's identity before it processes a withdrawal from a Digital Wallet.

Verification is completed once for each user and is not repeated for later transactions unless clause 6.4 or this clause 9 requires re-verification. For an organisation, trust or estate, Carbon Trader verifies the persons who own, control or have authority to bind it. Nothing in this clause 9.2A limits clauses 9.1, 9.3, 9.4, 9.5 or 15.6, and Carbon Trader may require verification earlier, or further due diligence, where it considers the risk warrants it.

9.2B From 28 October 2026 Carbon Trader does not verify the identity of the buyer or the seller in a Direct Sale, because it holds neither the money nor the units in a Direct Sale and is not a party to it (clause 15B). Verifying identity for an escrow transaction does not mean Carbon Trader vouches for that user in any Direct Sale.

9.3 A user must provide information requested by Carbon Trader for compliance, risk, onboarding, audit, transaction settlement, regulatory reporting, complaints, fraud prevention or dispute handling.

9.4 Carbon Trader may refuse to onboard, verify, list, settle, transfer, release funds, release credits, continue a relationship or complete a transaction if:

requested information is not supplied;
information appears inaccurate, incomplete or inconsistent;
identity, ownership, control or authority cannot be verified;
a sanctions, PEP, adverse media or risk concern arises;
source of funds, source of wealth or source of credits is unclear;
the transaction appears suspicious, unusual, high risk or inconsistent with declared activity;
a regulatory, banking, registry or law-enforcement concern arises;
Carbon Trader is legally prevented from explaining the reason.

9.5 Carbon Trader may make suspicious activity reports or other reports to regulators or law enforcement where required or permitted. Carbon Trader may be legally prevented from telling a user that a report has been made.

9.6 Carbon Trader may retain AML/CFT and transaction records for the periods required by law or for longer where necessary for legal, tax, audit, dispute or compliance reasons.

10. Marketplace listings

10.1 A listing may be fixed-price or POA, may be offered for sale with Carbon Trader-managed escrow or as a Direct Sale, and may be partly filled, suspended, withdrawn, expired or sold.

10.2 A buyer may buy units from a fixed-price listing at the price shown. A purchase is subject to these Terms, to the units remaining available and to settlement under clause 15 (escrow) or clause 15B (Direct Sale). A purchase with escrow also depends on payment within the time in clause 15A and on identity verification under clause 9; a Direct Sale also depends on the seller confirming it. A POA listing is not an offer capable of acceptance.

10.3 From 31 October 2026 a buyer whose identity has been verified under clause 9 may instead make the seller an offer for some or all of the units in a listing at a price per unit below the price shown (or, on a POA listing, at a price of the buyer's choosing), under clause 3E of the Marketplace Rules. The buyer's offer is irrevocable for 3 days or until the listing closes, whichever is first, unless the buyer withdraws it before the seller accepts it. If the seller accepts within that time a binding purchase arises at the offered price, on the same terms as a purchase under clause 10.2, including clause 15A and the escrow fee under clause 20.3C where the listing sells with escrow. The seller may decline an offer or let it expire for any reason or none, and Carbon Trader is not a party to any offer and does not negotiate, advise on or accept offers on behalf of any user.

10.3 Every public listing shows a buyer, before the buyer buys, which of these applies to it:

Escrow-protected (clause 15) or Direct (clause 15B).

10.4 Carbon Trader may edit, suspend, hide, withdraw or reject a listing if it is inaccurate, incomplete, misleading, stale, unverifiable, inconsistent with policy, high risk, unsupported by evidence or harmful to market integrity.

10.5 Listing information may include project data, quantity, vintage, standard, registry, project ID, methodology, country, price, fee model, use-case label, claim suitability, risk flags, evidence status and settlement notes. Carbon Trader does not guarantee that all listing information is complete, current or independently verified unless expressly stated.

11. Seller obligations

11.1 A seller warrants that:

it owns or controls the credits it lists;
it has authority to sell or transfer the credits;
the credits are not subject to undisclosed security interests, liens, encumbrances, prior sale commitments, restrictions, disputes or claims;
all information supplied to Carbon Trader is true, accurate and not misleading;
it will promptly disclose changes in ownership, quantity, availability, restrictions, registry status, authority, GST status, bank account or settlement information;
it will not list the same units elsewhere without disclosing that fact to Carbon Trader;
it will cooperate with KYC, AML/CFT, settlement and evidence requirements;
it will not make unsupported claims about credits, projects or environmental benefits.

11.2 A seller must not double-sell, double-count, double-list, misdescribe or misrepresent any credit.

11.3 Carbon Trader may require evidence such as registry statements, screenshots, account confirmations, issuance records, retirement records, project documents, verification reports, audit reports, ownership declarations, authority forms, tax details and bank verification.

12. Buyer obligations

12.1 A buyer warrants that:

it has authority to buy the credits;
it has sufficient funds and ability to settle;
where its purchase settles through Carbon Trader-managed escrow, it will complete identity verification and any other required customer due diligence under clause 9 before an invoice is issued for its purchase;
it has or can obtain any required registry account;
it will not rely on unsupported environmental claims;
it understands the difference between compliance units, voluntary credits, contribution claims, offset claims, retirement claims and nature/biodiversity claims;
it will make its own legal, tax, accounting, climate reporting and public-claim decisions.

12.2 A buyer must pay funds in accordance with the sale confirmation and settlement instructions, and for a purchase with escrow within the time in clause 15A. Failure to pay on time may result in cancellation, suspension, liability for costs, loss of allocation, account restriction or other remedies.

13. RFQs, brokered trades and price discovery - withdrawn

13.1 From 7 October 2026 Carbon Trader does not run RFQs, brokered quote comparisons, seller mandates or buyer outreach, and does not act as a broker for any user. The former clauses 13.2 to 13.5 no longer apply. Price discovery on the marketplace is between the listing seller and the buyer.

14. NZU managed sale and annual sale programme - withdrawn

14.1 From 7 October 2026 Carbon Trader does not offer managed NZU sales, staged sales or annual sale programmes and does not sell NZUs on a user's behalf. The former clauses 14.2 to 14.5 no longer apply. Sellers list their own units on the marketplace under these Terms and the Marketplace Rules.

15. Carbon Trader-managed escrow and settlement

15.1 From 28 October 2026 a seller chooses, for each listing when it is created, whether it is sold with Carbon Trader-managed escrow or as a Direct Sale (clause 15B), and may change that choice while no units in the listing have been bought. A listing sold with escrow, every Wanted Request and every listing created before 28 October 2026 settle through Carbon Trader-managed escrow under this clause 15.

15.2 Under Carbon Trader-managed escrow:

the buyer buys units from a listing sold with escrow, or the seller sells into a Wanted Request, on the quantity, price and terms shown on the platform, which form the sale confirmation;
the buyer pays purchase funds by bank transfer against Carbon Trader’s invoice into Carbon Trader’s designated escrow / client settlement account, within the time in clause 15A (for a Wanted Request, in full when the buyer funds it);
once cleared funds and settlement conditions are confirmed, Carbon Trader instructs the seller or authorised NZETR representative to transfer the agreed NZUs in accordance with the settlement instructions, or, where the units are held in a Carbon Trader custody wallet, holds them there for the sale;
the NZUs are transferred through the NZETR to Carbon Trader’s NZETR account or as specified in the sale confirmation;
Carbon Trader verifies the NZU transfer evidence and quantity;
Carbon Trader completes onward transfer of NZUs to the buyer’s NZETR account or custody wallet, where applicable, and releases net sale proceeds (the sale price less any escrow fee under clause 20.3C) to the seller in accordance with agreed settlement instructions;
Carbon Trader deducts or invoices agreed fees and pass-through costs in accordance with the sale confirmation and these Terms;
Carbon Trader issues a completion statement and records the transaction evidence.

15.3 Carbon Trader does not require the seller’s NZETR login credentials or RealMe credentials. The seller, forest manager or authorised NZETR user remains responsible for initiating transfers from the seller’s own NZETR account when instructed.

15.4 If a buyer fails to settle on time, the seller is not required to transfer NZUs, and the transaction is cancelled under clause 15A.

15.5 If a seller fails to transfer NZUs after cleared buyer funds have been received, Carbon Trader will not release purchase funds to the seller. The transaction may be paused, cancelled, extended, reversed where possible, or managed under the sale confirmation and settlement terms.

15.6 Carbon Trader may withhold release of funds or credits where required by law, banking rules, AML/CFT checks, sanctions screening, court order, regulator request, dispute, suspected fraud, cyber incident, registry issue, payment issue or other settlement risk.

15.7 Unless expressly stated, funds in a client settlement account do not earn interest for the user. Any treatment of bank interest, fees or charges will be governed by the sale confirmation, these Terms and applicable law.

15.8 Carbon Trader is not a bank. Funds held for settlement are held for transaction completion, not as deposit accounts or savings products.

15A. Paying for a purchase with escrow

15A.1 A purchase that settles through Carbon Trader-managed escrow must be paid within 7 days of the purchase, and Carbon Trader’s invoice falls due on that date. If it is not paid by then, Carbon Trader cancels the purchase, voids the invoice and returns the units to the listing (or, where the listing has closed, to the seller), and no escrow fee is charged. Carbon Trader may also cancel an unpaid purchase before then where these Terms allow it.

15A.2 A buyer may hold no more than five unpaid purchases at a time.

15A.3 A Wanted Request goes live to sellers only once the buyer has paid the full offer into escrow. If a funded Wanted Request is cancelled, or closes before a seller sells into it, the buyer’s funds are refunded.

15A.4 Money that reaches Carbon Trader for a purchase or Wanted Request that has already been cancelled is refunded to the payer.

15B. Direct Sales

15B.1 A seller may choose to sell a listing as a Direct Sale only where the units are held in the seller’s own NZETR account. The buyer receives the units into the buyer’s own NZETR account. Units held in a Carbon Trader custody wallet cannot be sold as a Direct Sale.

15B.2 When a buyer buys from a Direct Sale listing, Carbon Trader gives each party the other’s contact details: name, company, email address and phone number if Carbon Trader holds one, together with the buyer’s NZETR account number and, where the seller has one on file, the seller’s bank account. Neither party’s identity is shown to the other before the buyer buys. By choosing a Direct Sale the seller authorises that disclosure of the seller’s details, and by buying from a Direct Sale listing the buyer authorises that disclosure of the buyer’s details.

15B.3 The buyer pays the seller directly, and the seller transfers the units to the buyer directly on the NZETR. Carbon Trader asks the buyer to pay within 7 days of the purchase. The seller then marks the sale complete in Carbon Trader, or cancels it if it does not proceed.

15B.4 Carbon Trader does not hold the money or the units in a Direct Sale, is not a party to it, does not check that payment or transfer has happened, and does not verify the identity of either party. Carbon Trader gives no protection in a Direct Sale: each party deals with the other at its own risk, and any claim about payment, transfer or the units is between the buyer and the seller. Clauses 15.2 to 15.8 and 15A do not apply to a Direct Sale.

15B.5 No escrow fee is payable on a Direct Sale. The listing fee in clause 20.3B applies to the listing.

15B.6 Each party must use the other’s details only to complete, record and deal with that Direct Sale, and must handle them in accordance with the Privacy Act 2020.

16. Digital wallet, custody and ledger records

16.1 Carbon Trader may display Digital Wallet records, transaction statuses, pending balances, reserved quantities, custody statements, settlement balances, credit holdings, transfers, evidence packs and historical activity.

16.2 A Digital Wallet is a platform ledger and dashboard record. It is not a bank account, stored value facility, crypto wallet, deposit product, managed investment product or guarantee of immediately withdrawable funds or credits.

16.3 Carbon Trader may hold NZUs, credits or funds as part of managed escrow, settlement, custody, retirement, transfer or other agreed services. Where Carbon Trader holds assets, it will do so in accordance with applicable law, the relevant registry rules, banking rules, these Terms, internal controls and transaction-specific terms.

16.4 Carbon Trader may correct wallet, ledger, dashboard or reporting errors at any time. If a displayed balance is inconsistent with registry evidence, bank records, transaction records or administrator review, the underlying evidence prevails.

16.5 Users must not attempt to exploit, rely on or trade on any displayed error.

17. Transfer, retirement, cancellation and evidence

17.1 Carbon Trader may support transfers, retirements, cancellations or evidence packs for NZUs and other accepted credits.

17.2 Retirement and cancellation are generally irreversible. A user must check all details before instructing Carbon Trader to retire or cancel credits.

17.3 Carbon Trader may require written instructions before any retirement, cancellation or transfer.

17.4 Evidence packs may include registry records, project details, standard, vintage, quantity, retirement/cancellation proof, transaction records, fees, invoices, claim assessment and completion documents.

17.5 Carbon Trader does not guarantee that an evidence pack will satisfy every auditor, customer, regulator, certification body, climate-reporting framework or public-claim requirement.

18. Non-NZU and international credits

18.1 Non-NZU credits may include Verra VCUs, Gold Standard VERs, Plan Vivo Certificates, ACCUs, CORSIA-eligible units, Article 6-authorised units, emerging New Zealand voluntary credits, nature credits, biodiversity credits and other instruments accepted by Carbon Trader.

18.2 Not all credits are suitable for all purposes. A credit may be unsuitable for NZ ETS compliance, voluntary offsetting, carbon neutral claims, net zero claims, contribution claims, aviation compliance, international reporting, local claims or public marketing.

18.3 International credits may involve additional risks, including host country accounting, corresponding adjustment status, double counting, registry rules, methodology risk, project risk, reversal risk, vintage risk, sanctions risk, foreign law, tax, FX, transfer restrictions, quality controversy, social licence, permanence and reputational risk.

18.4 Carbon Trader may apply use-case labels, risk flags and claim suitability categories. These are tools to assist users; they are not legal, tax, audit or certification advice.

19. Environmental claims and greenwashing controls

19.1 Users must not make environmental, climate, offset, carbon neutral, net zero, contribution, biodiversity, nature positive or sustainability claims that are false, misleading, exaggerated, unclear, unsupported or inconsistent with the relevant credit.

19.2 Carbon Trader may require public claims to identify project, standard, registry, vintage, quantity, retirement/cancellation status, claim basis and any limitations.

19.3 Carbon Trader may refuse or qualify claim wording, evidence packs or public listings where Carbon Trader considers the claim to be unsupported, too broad, high-risk or inconsistent with the credit type.

19.4 Carbon Trader may recommend safer wording such as contribution claims or funding verified climate action where offset, carbon neutral or net zero claims are not adequately supported.

19.5 Users remain responsible for their own public claims, marketing, sustainability reports and climate disclosures.

20. Fees, GST and payment

20.1 Fees are set out in the Fee Schedule, platform display, sale confirmation, invoice or subscription order.

20.2 Unless stated otherwise, fees are exclusive of GST. The Carbon Trader® fee schedule forms part of the published platform fee information.

20.3 Marketplace fees are those published in the Fee Schedule at the time of the trade. The former clauses 20.3, 20.3A, 20.4 and 20.5 (brokered-sale and managed-sale fees, minimums and caps) were withdrawn on 7 October 2026 and no longer apply.

20.3B From 9 October 2026 the fee for a marketplace listing of New Zealand Units is NZD $29.00 including GST, payable by the seller. No success fee and no buyer fee is payable on a marketplace trade: the buyer pays only the price of the units. A seller who sells with escrow pays the escrow fee in clause 20.3C from the sale proceeds. Extending a listing, or relisting the same units, carries no further listing fee until those units sell; a new listing carries a new listing fee. Posting a Wanted Request is free. The listing fee is invoiced when the listing is published and is payable by bank transfer; publication does not depend on payment, a listing that is never published is not invoiced, and the listing fee is not deducted from sale proceeds.

20.3C From 28 October 2026 a seller who sells with Carbon Trader-managed escrow pays an escrow fee of NZD $159.00 plus GST (NZD $182.85 including GST) on each completed sale. The escrow fee is deducted from the sale proceeds before they are released to the seller, and the buyer pays only the price of the units. Each sale is charged separately: a listing sold in parts to several buyers carries the escrow fee on each sale, and a seller who sells into a Wanted Request pays the escrow fee on that sale. A sale whose value is less than the escrow fee cannot be made through escrow. No escrow fee is charged on a sale that does not complete (including where the buyer does not pay or the sale is cancelled), on a Direct Sale, or on a sale from a listing created before 28 October 2026, which settles through escrow without an escrow fee. This clause replaces the version of clause 20.3C dated 27 October 2026, under which the buyer paid the escrow fee on every trade.

20.6 Carbon Trader may deduct fees from settlement proceeds, invoice them separately, charge them to the buyer, charge them to the seller, or allocate them as stated in the transaction documents. For a marketplace trade of New Zealand Units, clauses 20.3B and 20.3C govern who pays which fee.

20.7 Carbon Trader may update fees by publishing an updated fee schedule or providing notice. Fees already agreed for a signed transaction are not changed unless the parties agree or the transaction changes.

20.8 Clause 26A sets out when a fee may become payable where parties we introduced trade with each other away from the platform.

21. Third-party services

21.1 Carbon Trader uses third-party services and may disclose information to them where necessary. These may include:

Cloudflare, Inc., which hosts the website, the application, its database and its file storage;
any KYC/KYB or electronic identity verification provider we engage;
Xero or other invoicing and accounting provider;
Mailgun (Sinch Mailgun), which sends platform email;
Zoho Mail, which hosts the info@carbontrader.nz mailbox;
Google Tag Manager or analytics tools;
Carbon Tracker®, where a user signs in with a Carbon Tracker account;
banks, registries, settlement providers and payment networks;
credit registries and standards bodies;
legal, accounting, audit, AML/CFT, compliance, insurance and support advisers;
market data providers.

21.2 Carbon Trader is not responsible for third-party outages, terms, policy changes, delays, security incidents, registry failures, payment failures, identity provider issues or service interruptions except to the extent required by law or expressly stated in a signed agreement.

21.3 Users must comply with third-party terms where they use those services as part of Carbon Trader.

22. Enterprise API, data and webhooks - withdrawn

22.1 From 28 October 2026 Carbon Trader does not offer the Enterprise API. No API keys are issued or honoured, and no webhooks are sent to customers. The former clauses 22.2 to 22.5 no longer apply, and the Enterprise API Terms are withdrawn. The free public emission-factor lookup at /carbon-factors/ remains available under the Website Usage Terms. Market data shown on the platform may be delayed, indicative, incomplete, corrected or derived from multiple sources, and Carbon Trader does not guarantee uninterrupted or error-free market data.

23. Intellectual property and user content

23.1 Carbon Trader owns or licenses all platform software, designs, workflows, data structures, templates, reports, dashboards, quality scoring methods, evidence-pack formats, logos, trade marks and content except user-provided content.

23.2 Users retain ownership of content they provide, but grant Carbon Trader a licence to use, store, reproduce, process, display, verify, disclose and transmit that content for the purpose of providing the Services, complying with law and maintaining records.

23.3 Users must not upload content that infringes rights, is confidential without authority, is misleading, unlawful, malicious, defamatory, abusive or harmful.

24. Acceptable use

24.1 Users must not:

use the Services unlawfully or fraudulently;
misrepresent identity, authority, ownership, credit quality or registry status;
double sell, double count or falsely claim credits;
interfere with platform security;
attempt unauthorised access;
upload malware or harmful content;
scrape or harvest data without permission;
manipulate markets or prices;
submit false KYC, bank, registry, project or listing information;
use Carbon Trader to evade sanctions, AML/CFT controls or law enforcement;
make unsupported environmental claims.

25. Privacy and data protection

25.1 Personal information is handled under the Carbon Trader Privacy Policy.

25.2 Users consent to Carbon Trader collecting, using, storing, disclosing and retaining information as described in the Privacy Policy and as required to provide the Services.

25.3 Users must ensure that any personal information they provide about other people is provided with lawful authority and that those people receive any required privacy notice.

26. Confidentiality

26.1 Buyer identities, seller identities, bids, settlement details, financial information, KYC material, price-discovery results, registry records, bank details and commercial terms are confidential unless disclosed for a permitted purpose. Giving the parties to a Direct Sale each other’s details under clause 15B.2 is a permitted purpose.

26.2 Carbon Trader may disclose confidential information where needed for KYC, AML/CFT, settlement, registries, banks, buyers, sellers, advisers, administrators, dispute resolution, law enforcement, regulators, auditors, insurers or legal compliance.

26A. Introductions and non-circumvention

26A.1 This clause applies equally to buyers and sellers. From 28 October 2026 a marketplace trade carries a listing fee and no success fee, and a sale with escrow also carries an escrow fee paid by the seller (clauses 20.3B and 20.3C); a Direct Sale carries no escrow fee. The fee payable under 26A.4 is the fee, if any, that the published Fee Schedule provides for the trade at its date.

26A.2 Introduction. A party is Introduced to a counterparty where, through Carbon Trader, it first learns of that counterparty’s identity, holding, requirement, quantity, pricing or willingness to trade. That includes learning it through a listing, buy request, direct outreach by Carbon Trader, a settlement process, or any document or communication we provide.

26A.3 The obligation. For twelve months from the date of an Introduction, a party must not, for the purpose of avoiding fees that would otherwise be payable to Carbon Trader, transact with the Introduced counterparty in New Zealand Units or other carbon credits outside the platform, nor arrange for an associate, agent, related company or nominee to do so on its behalf.

26A.4 Disclosure rather than prohibition. If a party does transact with an Introduced counterparty outside the platform within that period, it must tell us within ten working days and pay the fee that would have been payable had the trade settled on the platform, calculated under the published Fee Schedule at the date of the trade. Paying that fee discharges the obligation in 26A.3 for that trade. We would far rather be told than have to find out.

26A.5 What this clause does not cover. It does not apply where:

the parties had a documented relationship, or had traded or negotiated with each other, before the Introduction;
the party can show it already knew of the counterparty and of its relevant holding or requirement, independently of Carbon Trader;
the counterparty’s identity and relevant holding or requirement were publicly available from a source other than Carbon Trader;
Carbon Trader has confirmed in writing that it will not act on the matter, or has declined or been unable to complete the trade;
the trade is a Direct Sale made from a listing on the platform under clause 15B, including the payment and transfer the parties make to each other to complete it; or
the trade is unrelated to the subject of the Introduction.

26A.6 Limits. This clause does not restrict where any party may otherwise trade, does not create exclusivity, and does not prevent a seller listing the same units elsewhere (see 11.1). The amount payable under 26A.4 is limited to the fee we would have earned, and is not a penalty; we are not entitled to more than we would have received had the trade settled with us.

26A.7 Sellers’ identities. Carbon Trader does not name sellers on public listings. The parties to a Direct Sale receive each other’s details from Carbon Trader once the buyer has bought (clause 15B.2). A party must not attempt to identify a counterparty other than through the platform, and must not use information obtained through Carbon Trader to approach a counterparty for a purpose 26A.3 prohibits.

26A.8 This clause survives termination of a party’s account for the twelve-month period in 26A.3.

27. Security, outages and incidents

27.1 Carbon Trader will use reasonable technical, organisational and operational controls to secure the platform.

27.2 Carbon Trader does not guarantee that the platform will be uninterrupted, error-free, immune from cyber incident or free of third-party outage.

27.3 Users must maintain their own security controls, including an authenticator app, device security, staff access control, password management, email account security and browser security.

27.4 Carbon Trader may suspend services during security incidents, suspected fraud, attacks, outages, maintenance or recovery.

28. Complaints and disputes

28.1 Users should first contact Carbon Trader at info@carbontrader.nz.

28.2 Carbon Trader will acknowledge complaints and seek to resolve them in good faith.

28.3 Where a complaint relates to a financial service and an approved dispute resolution scheme applies, the user may refer the complaint to the approved dispute resolution scheme recorded against Carbon Trader’s FSPR registration from time to time.

28.4 Nothing in these Terms prevents a person from contacting a regulator, the Privacy Commissioner, the Commerce Commission, an AML/CFT supervisor, the FSPR, a court or another authority where legally entitled to do so.

29. Liability

29.1 To the maximum extent permitted by law, Carbon Trader is not liable for indirect, consequential, special, punitive or exemplary loss; loss of profit; loss of opportunity; loss of goodwill; loss of data; loss caused by registry error; market movement; tax treatment; claim rejection; third-party failure; a party's failure to pay, transfer or perform in a Direct Sale; user error; unauthorised user action; or reliance on indicative information.

29.2 To the maximum extent permitted by law, Carbon Trader’s total liability for any claim connected with a transaction is limited to the fees paid to Carbon Trader for that transaction, except where law does not permit limitation.

29.3 For platform, subscription or data services, Carbon Trader’s total liability is limited to the fees paid by the user for the affected service in the three months before the claim, except where law does not permit limitation.

29.4 Nothing in these Terms excludes liability for fraud, wilful misconduct or liability that cannot be excluded under New Zealand law.

29.5 Users indemnify Carbon Trader for losses arising from their breach of these Terms, unlawful conduct, false information, lack of authority, misleading listing, unsupported claim, double sale, settlement default, misuse of the Services, breach of third-party rights or breach of law.

30. Suspension and termination

30.1 Carbon Trader may suspend or terminate access immediately where there is a compliance, security, fraud, AML/CFT, sanctions, credit, settlement, legal, regulatory, user misconduct, non-payment or platform integrity concern.

30.2 Users may close their account after completing all pending obligations, unless Carbon Trader is required to retain records or keep the account open for legal, audit, dispute or settlement purposes.

30.3 Termination does not affect accrued rights, payment obligations, confidentiality, liability, indemnities, intellectual property, record retention, audit rights, dispute clauses or completed transaction documents.

31. Changes to these Terms

31.1 Carbon Trader may update these Terms by publishing a new version on the website or notifying users through the platform.

31.2 Changes take effect from the date stated. Continued use after the effective date means acceptance.

31.3 Material changes to existing signed transactions do not apply retrospectively unless the transaction documents allow it or the parties agree.

32. Governing law

32.1 These Terms are governed by New Zealand law.

32.2 Subject to any applicable dispute resolution scheme, the courts of New Zealand have non-exclusive jurisdiction.