Terms of Service

1. Who you are contracting with

The PRAN platform is operated by [registered entity name], a company incorporated in India (CIN [to be inserted]), registered office [to be inserted] (“PRAN”, “we”, “us”). These terms form an agreement between you and that entity.

2. Who may use the platform

You must be at least 18 years old. If you use the platform on behalf of an organisation, you confirm you are authorised to bind that organisation, and “you” means both you and it. The platform is offered to businesses and informed individuals — it is not a consumer investment product.

3. What PRAN is

PRAN operates a technology platform that lists carbon credit projects, facilitates transactions between buyers and sellers, and records those transactions. PRAN is a facilitator and infrastructure provider.

4. What PRAN is not

PRAN is not an accredited verifier, validator, auditor, registry, broker-dealer, investment adviser, or financial advisor. PRAN does not issue, create, or generate carbon credits. Credits exist solely through the registries that issue them, and verification is performed by those registries and independent third-party bodies.

5. Acceptable use

You may not, and may not permit anyone else to:

• scrape, harvest, or systematically extract listings, pricing, or project data from the platform;
• copy, resell, or redistribute platform data as your own product;
• attempt to gain unauthorised access to any account, system, or data, or probe or test the platform’s security;
• submit false information, impersonate another person or organisation, or misrepresent your authority to transact;
• use the platform for any unlawful purpose, or in breach of any sanctions, anti-money-laundering, or export control law.

We may suspend or terminate access for breach of this section, and may decline or reverse any transaction we reasonably believe is connected to it.

6. Listings and information

Project information, volumes, vintages, and indicative prices are provided by sellers and registry records. Indicative prices are not firm quotes; final pricing and availability are confirmed at the time of a purchase request. PRAN does not warrant the completeness or accuracy of seller-supplied information.

7. How a purchase settles

1. You submit a purchase request including your registry account details.
2. PRAN confirms availability and issues a payment instruction.
3. You pay into PRAN’s escrow. Funds are held and are not released to the seller at this stage.
4. The seller transfers the credits into your registry account. Credit transfer is performed by the seller — PRAN does not move credits.
5. PRAN verifies the transfer, releases funds to the seller, and issues your certificate.

8. If a settlement does not complete

Escrow exists precisely because transfers sometimes fail. Your funds are held and are not released to the seller until PRAN has verified the credit transfer into your registry account.

• Seller does not transfer. If the seller has not completed the transfer within the period stated in your payment instruction, you may cancel and we will refund the amount held in escrow in full, to the account it came from, within [10 business days] of cancellation.
• Partial transfer. If fewer credits are transferred than ordered, you may accept the shortfall at a pro-rated price, or reject and be refunded in full.
• Wrong or unusable credits. If what arrives does not match the listing in project, vintage, standard, or serial range, treat it as a failed transfer and tell us before retirement.
• After retirement. Retirement is irreversible by design — a retired credit cannot be returned, resold, or reissued. Once credits are retired at your instruction the transaction is final, so raise any discrepancy before that step.

Bank charges, payment-gateway fees, and currency conversion losses on a refund are borne by the party whose failure caused the cancellation. Where a refund arises from seller default, PRAN will pursue the seller for those costs but does not underwrite them.

9. Certificates and claims

Certificates issued by PRAN record a factual event: that a stated quantity of verified carbon credits was purchased and retired on your behalf for a stated period. Certificates do not state, and must not be represented as stating, that any organisation, product, or activity is “carbon neutral”, “net zero”, or “climate positive”. You are responsible for the accuracy of any environmental claim you make using a PRAN certificate.

10. Payments

Payments are processed by third-party payment providers. All payment verification occurs server-side. Fees applicable to a transaction are disclosed before you commit to it.

11. Taxes

Prices and fees are exclusive of taxes unless stated otherwise. You are responsible for any tax applicable to your purchase, including GST and any withholding required in your jurisdiction. Where you are required to withhold tax from a payment to PRAN, the amount payable is grossed up so that PRAN receives the sum it would have received without the withholding. [GST treatment of the platform fee and the TDS position to be confirmed by counsel.]

12. Platform intellectual property

The platform, its software, design, and compiled datasets are owned by PRAN or its licensors. You get a limited, non-exclusive, non-transferable right to use the platform for your own carbon procurement or listing activity, and nothing more. Registry data remains subject to the terms of the registry that publishes it.

13. No warranties

The platform is provided “as is” and “as available”. To the extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the platform will be uninterrupted or error-free, that any listing will remain available, or that any project will perform as its registry documentation projects.

14. Limitation of liability

To the extent permitted by law, PRAN’s liability arising from use of the platform is limited to the fees PRAN received in respect of the transaction giving rise to the claim. We are not liable for indirect or consequential loss, loss of profit, loss of goodwill, or for any regulatory penalty or reputational harm arising from a claim you chose to make. Nothing here excludes liability that cannot be excluded under Indian law, including for fraud.

15. Your indemnity

You will indemnify PRAN against claims, losses, and costs arising from your breach of these terms, from information you supplied being false or misleading, and — specifically — from any environmental, sustainability, or neutrality claim you made using a PRAN certificate that goes beyond the factual statement that certificate records. This survives termination.

16. Events outside our control

We are not liable for failure or delay caused by events beyond our reasonable control, including registry outages or suspensions, payment-system failure, changes in law, acts of government, natural events, or armed conflict. Where such an event prevents a settlement completing, section 8 applies.

17. Sanctions and financial crime

You confirm that you are not subject to sanctions, and that funds used on the platform are not the proceeds of crime. We may request verification of identity, source of funds, and beneficial ownership, and may refuse, suspend, or unwind a transaction where we are unable to satisfy ourselves on those points or where we are required to do so by law.

18. Changes to these terms

We may update these terms. The version in force is the one published here, with its last-updated date at the top of this page. Where a change materially affects your rights we will give notice by email to the address you last used with us, or by a notice on the platform, before it takes effect. Transactions already in escrow are governed by the terms in force when the payment instruction was issued.

19. Suspension and termination

You may stop using the platform at any time. We may suspend or withdraw access where these terms are breached, where we are required to by law, or where continued access presents a legal or security risk. Sections 9, 13, 14, 15, and 20 survive termination, as do any obligations already accrued.

20. Governing law and disputes

These terms are governed by the laws of India. Before formal proceedings, each party will attempt in good faith to resolve the dispute by discussion for 30 days from written notice. Disputes not resolved that way will be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [city to be inserted], before a sole arbitrator, in English. [Seat, forum, and whether arbitration should be mandatory are for counsel to settle.]

21. General

You may not assign these terms without our consent; we may assign them to a successor of our business. If any provision is held unenforceable, the rest stands. These terms, together with the privacy policy and any payment instruction issued to you, are the entire agreement between us on their subject matter. A failure to enforce a provision is not a waiver of it.

22. Contact

Questions about these terms: contact PRAN.