Definitions

For Seller:
to be understood as zeroCO2 s.r.l. SB, with registered office in Rome, Italy, Via Gian Giacomo Porro, 8, 00197, registered in the Company Register of Rome, VAT no. 15448901007 (hereinafter also “zeroCO2 SB”) which acts within the scope of its entrepreneurial and commercial activity and promotes the sale of services as better specified below through distance contracts via the Platform https://app.zeroco2.eco in compliance with these General Contract Conditions.

For Professional Buyer:
to be understood as the freelancer or legal person who concludes an online sales contract through the platform, in the exercise of their entrepreneurial and/or commercial activity.

For Consumer:
to be understood as the natural person acting for personal and non-professional purposes, unrelated to any entrepreneurial, commercial, artisanal or professional activity carried out, as defined by Article 3, paragraph 1, letter a) of Legislative Decree 206/2005 (Consumer Code) and its subsequent additions and/or amendments.
By User:
to be understood as the visitor of the Platform who interacts with the functions of the Site, whether Consumer or Professional Buyer.

For Subscription:
to be understood as the signing by the User of a contract by which he purchases a monthly tree planting service according to the types of subscriptions described from time to time on the Platform.

By Site and/or Platform:
to be understood as the website https://app.zeroco2.eco managed by zeroCO2 s.r.l. SB, through which the service purchase contract is finalized.

1. IDENTITY OF THE PROFESSIONAL
zeroCO2 s.r.l. SB S B, with registered office in Rome, Italy, Via Gian Giacomo Porro, 8, 00197 Tel – Fax +39 06 45552421, info@zeroco2.eco Registered in the Company Register of Rome, VAT no. 15448901007 PEC: zero_co2@legalmail.it

2. GENERAL PROVISIONS
These General Conditions regulate the commercial relationships between the Seller and the Consumer or between the Seller and the Professional Buyer and constitute an integral and substantial part of the sales contract for the service that will be purchased through the Platform.

The Consumer and/or Professional Buyer is aware that these General Conditions are published on the Site and may be subject to change and/or updates: for this reason each purchase is governed exclusively by the General Conditions in force on the date of completion of the contract, i.e. by the General Conditions applicable at the time the User interacts with the Platform and makes the payment.

The User who proceeds to purchase a service on the Platform declares to have read and fully accept these General Conditions.

The User of the Platform (be it an individual, a company, an institution, etc.), can request that one or more trees be planted in his or her name or in name of third parties, within the forestry and agroforestry projects promoted by zeroCO2 SB; in the first case the service is generically indicated as “planting” one or more trees, while in the second case as “giving a tree”, a third recipient being indicated. The user who owns a tree is also the owner of a certain quantity of kg of CO2, which represents an ex ante prudential estimate of how much CO2 that tree will absorb in its first 15 years of life, except as detailed in point 10 (IT procedures ).

zeroCO2 SB proceeds on its own to carry out the planting requested by the User. Planting is carried out within forestry projects located throughout the world, approved by zeroCO2 SB when deemed suitable to be promoted on the Platform, i.e. meeting the required principles and operational criteria. These projects are carried out by local farmers, who proceed to plant new trees thanks to the contribution of the platform users. In some cases (but not necessarily) farmers operate under the coordination of cooperatives, NGOs or other entities active in the project area.

The User also has the right to sign up for a subscription (hereinafter the Subscription”), the characteristics of which will be published from time to time on the Platform. By confirming the Subscription, the User declares to have read and understood, and expressly accepted such descriptions of the Subscriptions.

3. PRE-CONTRACTUAL INFORMATION TO THE CONSUMER
Pre-contractual information for the Consumer are provided before the Consumer is bound by any distance selling contract. In particular, the information required by the Consumer Code is provided on the pages of the Platform and can always be consulted at the following address https://app.zeroco2.eco/it/termini-e-condizioni/

4. ESSENTIAL FEATURES OF THE SERVICE
The User purchases, upon payment of a fee, the planting service of one or more trees within the projects promoted by zeroCO2 SB. zeroCO2 SB proceeds, on its own behalf or on behalf of third parties, to carry out the planting service requested by the User.

The User may also choose to sign up for a Subscription which will have a duration of one year starting from the purchase order and will be considered tacitly renewed from year to year unless early withdrawal or cancellation upon expiry is exercised in the manner better indicated below.

Since the object of the transaction consists of a service, no tree element is physically delivered to the User; the trees are in fact exclusively planted within the land affected by the projects approved and supported by zeroCO2 SB, and not in any land owned or available to the User. It follows that the User cannot boast or claim any ownership rights over the trees whose planting he or she has requested or over any fruits produced.

By placing his purchase order, the User declares to have read and accepted the general contract conditions specified below and undertakes to observe and respect them in his or her relationships with zeroCO2 SB and with third parties in the scope of the service in question.

The contract relating to the service offered by zeroCO2 SB is considered concluded when zeroCO2 SB receives the planting request from the User. zeroCO2 SB will promptly send the User a notification of receipt of the planting order (via e-mail).

In light of the nature of the service, by signing this contract the User agrees to the immediate execution of the same, in the sense that zeroCO2 SB, immediately, will be able to proceed with the provision of the requested planting service.

How giving a tree works

With regards to the “give a tree” service, the tree is registered directly to the recipient identified by the Consumer. Therefore, even if this recipient never registers on the Site and/or Platform, the tree (and the consequent CO2 estimate) will in any case not be registered to the Consumer who requested the planting service and proceeded with the payment.

How redeem codes work

With regard to the “redeem codes” service, if the recipient does not redeem the tree (which can be done on the page https://app.zeroco2.eco/it/riscatta), the tree (and the consequent estimate of CO2) remain registered to the Professional Buyer who requested the planting service and proceeded with the payment.

5. PRICE OF THE SERVICE AND PAYMENT METHODS
The fee to be paid for the purchase of the planting service of each individual tree is expressed on the Platform in euro currency.

The price is determined based on the tree species, the CO2 absorption potential, the country of planting, the desired quantity and may vary depending on the level of supply and demand, as well as specific promotional campaigns. Therefore, the price of each tree element will be different from species to species and the same species may have different prices in different periods.
The updated price list is published in the relevant sections at the addresses:
– https://app.zeroco2.eco/it/shop-arancio/
– https://app.zeroco2.eco/it/shop-foresta/
and the prices indicated therein must be taken as reference by the User when placing each order.

The price indicated on the https://app.zeroco2.eco/it/shop-arancio section is inclusive of all charges, VAT included, and will be paid by the User in a single payment. The planting service therefore does not require any additional costs from the user.

The price indicated on the https://app.zeroco2.eco/it/shop-arancio section is inclusive of all charges, VAT included, and will be paid by the User in a single payment. The planting service therefore does not require any additional costs from the user.

Where the User, at the same time, requests the planting of multiple tree elements, the total amount to be paid to zeroCO2 SB will be indicated overall at the end of the purchase session, i.e. before proceeding with the payment.

Payment takes place in a single solution at the time of online purchase. The method is electronic and managed by the Stripe payment platform.

6. CONSUMER RIGHT OF WITHDRAWAL AND REFUND
The Consumer, as provided for by the Consumer Code, has the right to withdraw from the stipulated online sales contract, without any penalty and without specifying the reason, within 14 (fourteen) days. the withdrawal period expires after 14 days starting from the day of the conclusion of the contract, i.e. from the day of sending by zeroCO2 SB to the Consumer the notification of receipt of the planting order (via e-mail).

To exercise the right of withdrawal, the Consumer is required to inform zeroCO2 SB of his decision to withdraw from the online sales contract via an explicit declaration to be sent by certified email.

To correctly exercise the right of withdrawal, the Consumer must express his desire to withdraw, within the terms indicated above, by strictly sending the aforementioned declaration in writing to zeroCO2 SB. The right of withdrawal will be considered correctly exercised if the withdrawal notice is sent to zeroCO2 SB before the withdrawal period expires. The burden of proof relating to the exercise of the right of withdrawal lies with the Consumer.

The consumer who withdraws from the online sales contract will be refunded without delay of the payments made to zeroCO2 SB, and in any case no later than 14 (fourteen) days from the date on which zeroCO2 SB became aware of the withdrawal decision. The refund will be made using the same payment method used for the initial transaction, unless the Consumer has expressly indicated otherwise. In any case, the Consumer will not have to bear any costs as a consequence of this reimbursement.

Upon receipt of the communication with which the Consumer informs zeroCO2 SB of the exercise of the right of withdrawal, the parties are released from any obligations and/or constraints arising from the contract.

Withdrawal is excluded, pursuant to article 59, paragraph 1, of the Consumer Code for service purchase contracts after the complete provision of the service by zeroCO2 SB if the execution of the contract began with the express agreement of the Consumer and with the acceptance of the loss of the right of withdrawal following the full execution of the contract by zeroCO2 SB.

7. WITHDRAWAL AND CANCELLATION OF SUBSCRIPTION
In the event of signing up for a Subscription, the User may withdraw at any time by means of written communication to be sent by certified email to zeroCO2 SB. The withdrawal will be effective after 30 (thirty) days from the date of receipt of the withdrawal notice from zeroCO2 SB.

In order to cancel the Subscription upon expiry, the User must send a communication with a notice of at least 30 (thirty) days before the expiry, by sending an express written communication by registered mail and/or certified email to zeroCO2 SB.

In the event of early withdrawal from the Subscription before the annual expiry, the amounts due as compensation will be requested up to 30 (thirty) days following the date of receipt of the notice of withdrawal from zeroCO2 SB.

8. METHOD OF EXECUTION
At the time of purchase, the User indicates the quantity of trees for which he or she requests to purchase the planting service by choosing from the available species. zeroCO2 SB proceeds, on its own behalf or on behalf of third parties, to carry out the planting service requested by the User with the timescales indicated below.

The planting service, if it has not already taken place at the time of the request by the User, is usually carried out in two moments: that of placing the tree in the nursery and that of transplanting. The first occurs no later than 30 days from the User’s request, while the second takes place no later than 12 months from the request itself. These times may vary depending on the conditions and seasonal cycles of the areas in which the planting projects are carried out. zeroCO2 SB undertakes to replace any failures (plants that have not taken root) for the following twelve months from the date of planting.

9. FORCE MAJEURE
zeroCO2 SB is exempt from all liability for the total or partial failure to fulfill any obligation set out in these General Conditions, if such failure is caused by unforeseeable events and/or natural events beyond its control and responsibility, including, to by way of example but not limited to, natural events (disasters), acts of terrorism, wars, popular uprisings.

Please also note that, for reasons of force majeure, the species (or species) selected by the user with the planting order may not be available at the time the transplant should be carried out. Similarly, it may not be possible to proceed with the transplant in the country indicated on the platform at the time the user places the order.

This may happen in the case of:

• inability to operate in the country indicated on the platform at the time of the order due to climatic, ecological, political, social adversities, or operational difficulties in correct management and maintenance of the project;
• the impossibility of operating, in safety conditions, in the countries where it is possible to plant the requested species, both from the point of view of zeroCO2 SB personnel and from the agricultural-environmental point of view for the growth of trees;
• failure of the species to take root in the nursery or high probability that the species, once transplanted, would not take root;
• possible impossibility to plant the species chosen by the user due to unforeseeable events and not attributable to the work of zeroCO2 SB, such as – by way of example and not limited to – the sudden difficulty in finding raw agricultural materials or the unexpected and unpredictable increase in planting and management costs of the species itself, determined by events unrelated to the relationship between zeroCO2 SB and the User (by way of example and not limited to, pharmaceutical discoveries) which do not allow the implementation, under the agreed conditions, of the agreement between the parties.

In the cases referred to in paragraphs 2 and 3 of this article (or in similar cases), the User agrees that the planting service requested by him is carried out in different countries and/or with different tree species, it being understood that it will be planted a quantity of trees not less than that originally requested by the user, of the planting order.

10. IT PROCEDURES
To request the online planting service (in his or her own name or in the name of third parties as part of the “give a tree” service), the User must necessarily be registered on the zeroCO2 SB community and have read and accepted the information on the processing of Personal Data.

As a result of the registration, the User can use the services and information available on the platform and described in detail therein.

Following the execution of a planting order (carried out by the user or by others as part of the “give a tree” service), the User becomes the “virtual owner” – within the platform – of the tree and corresponding kg of CO2 which, it is estimated, the tree will absorb over time.

Among the services available on the platform (and detailed therein) there is the possibility of customizing a dashboard visible to the Users and carrying out an automatic calculation of aggregation of the CO2 emissions absorbed by all the trees of which the Consumer and/or the Professional Buyer requested the planting service.

How giving a tree works

With regard to the “give a tree” service, if the recipient is a user who is not yet registered with the community, the tree will be registered to that recipient only when he or she registers. Therefore, if the user never registers – or in the period prior to registration of the same – the owner of the tree (and the consequent CO2) will remain the user who requested its planting and proceeded with the payment.

How redeem codes work

With regard to the “redeem codes” service, where the recipient does not redeem the tree itself (which can be done on the page https://app.zeroco2.eco/it/riscatta), the tree (and the consequent estimate of CO2) remain registered to the Professional Buyer who requested the planting service and proceeded with the payment.

zeroCO2 SB informs the Consumer and/or the Professional Buyer that each order sent is stored in paper format at the zeroCO2 SB headquarters or on the information system and/or IT system of zerCO2 SB service providers and whose relationships are regulated by specific service contracts.

11. ETHICS CLAUSE
zeroCO2 SB reserves the right to withdraw from the purchase contract unilaterally within 7 days of purchasing the planting service if a Professional Buyer does not comply with the zeroCO2 SB Code of Ethics (they are prevented from participating in reforestation projects, for example and non-exhaustive, Professional Buyers in the Oil & Gas, Betting and Gambling sector or Agro-chemical industries or employed in the Defense and Weapons industry). In any case, zeroCO2 SB reserves the right to evaluate each Professional Buyer individually and to withdraw – with due reimbursement of the amount purchased – at its sole discretion.

12. INFORMATION AND COMPLAINTS
For information and clarifications on the conditions of the service, as well as for any complaints, the User can contact zeroCO2 by writing to the email address info@zeroco2.eco.

13. APPLICABLE LAW AND DISPUTE RESOLUTION
The governing language of the General Conditions and of the online sales contract is Italian, despite any translation into another language. In case of discrepancy between the Italian text and the translated text, the Parties agree that the Italian text will prevail and that it will be the official document used to interpret the General Conditions and/or the sales contract.

The contract between zeroCO2 SB and the User is governed by Italian law and the rules of the Italian civil code.

In the event of a dispute between zeroCO2 SB and the Consumer, the competent court is exclusively that of residence and/or domicile of the Consumer if located in the territory of the Italian State, pursuant to Legislative Decree no. 6 September 2005. 206.

For any dispute that may arise between zeroCO2 SB and the Professional Buyer in relation to the interpretation and/or execution of the General Conditions and/or the service purchase contract, the Court of Rome will be exclusively competent with express exclusion of any other alternative court and/or competitor.