Protected Source and Non-Circumvention Policy

Version: 1.4

Effective date: 01 July 2026

Issued by: Carbon Neutral Britain Ltd ("CNB")

Canonical URL: https://www.carbonneutralbritain.org/pages/legal-protected-source-and-non-circumvention-policy-v1-4

About this Policy

This Policy sets out the non-circumvention and protected-source obligations that apply to (i) business customers of CNB ("Customers") and (ii) project developers, producers, originators, brokers and other suppliers of Carbon Instruments that work with CNB ("Developers").

This Policy applies strictly to commercial, corporate and business counterparties acting in the course of a trade, business, craft or profession. It does not apply to any person acting wholly or mainly outside their trade, business, craft or profession, and is not offered to consumers within the meaning of the Consumer Rights Act 2015. Any person who is or may be a consumer must not sign an Agreement incorporating this Policy, and CNB will offer separate consumer terms on request.

This Policy is incorporated by reference into signed agreements between CNB and Customers, and between CNB and Developers, where the Agreement includes a clause referring to this Policy at its published URL. The version of this Policy in force on the date the Agreement is signed binds the parties for the duration of that Agreement and any Restricted Period surviving its termination or expiry, and later versions do not apply retrospectively. Prior versions of this Policy remain in force for agreements that incorporated them, and are archived at dated URLs published by CNB, together with the archived document hash for each version.

This Policy is written under English law.

Key Terms Summary (please read before signing your issued Agreement)

This Policy contains restrictions and remedies that CNB would like to bring to the counterparty's attention. By signing an Agreement that refers to this Policy at its published URL, the counterparty confirms that its attention has been drawn to each of the items below.

Non-circumvention undertaking (Parts 2 and 3). The Customer must not buy Protected Commodity from a Protected Source except through CNB, and the Developer must not sell Carbon Instruments from a Protected Opportunity to an Introduced Customer except through CNB, in each case during the Restricted Period.
Restricted Period (Part 1). Runs for 12 months from the relevant Trigger Event, subject to a hard longstop of 24 months from that Trigger Event, and does not reset on further quotes or Site Visits for the same Protected Opportunity.
Damages (clause 4.1). The breaching party must pay CNB the Net Lost Fee for a completed Circumvention Transaction, together with a fixed administrative charge of £2,500 (indexed) for each defined category of technical breach set out in clause 4.1(b), subject to a cap and to the no-double-recovery rule in clause 4.1(d).
Injunction and preservation (clauses 4.3 and 4.5). The parties agree that damages alone would not be an adequate remedy for a breach of Parts 2 or 3, and consent to injunctive relief without proof of damage. On notice of a suspected breach the counterparty must not retire, cancel or claim the affected Carbon Instruments pending resolution.
Audit and records (clauses 2.5 and 3.3). CNB may inspect transaction records for a named Protected Opportunity, subject to privilege, unrelated-data and third-party confidentiality carve-outs, and a right to redact and to provide an independent accountant's report.
Forum (Part 9). English law and exclusive jurisdiction of the English courts. Where the counterparty is not resident in the United Kingdom, CNB may elect LCIA arbitration within 14 days of a dispute notice.
Protected Opportunity Notice (clause 1A). CNB must issue a written Notice within 30 Business Days of each Trigger Event identifying the project and scope. Without a Notice within 45 Business Days, no protection arises. The Notice to a Developer does not name the Customer; the Developer takes on a duty under clause 1A.5 to flag matching approaches.
Consumer scope. This Policy does not apply to consumers.

Part 1 — Definitions

In this Policy, the following terms have the meanings given below. Terms defined in the singular include the plural and vice versa. References to a person include a body corporate, unincorporated association, partnership and other legal entity.

"Affiliate" means, in relation to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, that person, where "control" means the ownership of more than 50% of the voting rights, or the right to appoint or remove a majority of the board of directors or equivalent governing body, or the right to direct the general management, in each case as understood under sections 1159 and 1162 of the Companies Act 2006.

"Agreement" means the signed agreement between CNB and the Customer or Developer (as applicable) that incorporates this Policy by reference to its published URL.

"Benefit" means, in relation to a Protected Commodity, any direct benefit received or enjoyed by the Customer or a Controlled Affiliate of the Customer, comprising (a) acquisition, holding, transfer, retirement, cancellation or surrender of the Protected Commodity by the Customer or a Controlled Affiliate, (b) retirement of the Protected Commodity on behalf of, or for the account or reporting of, the Customer or a Controlled Affiliate, (c) use of the Protected Commodity in the Customer's or a Controlled Affiliate's carbon accounting, sustainability reporting, environmental claims, product claims, offset claims or regulatory filings, or (d) receipt of any registry retirement statement, certificate or attestation naming or referencing the Customer or a Controlled Affiliate. Benefit received without the Customer's instruction, request or reasonable prior knowledge is disregarded, provided that the Customer promptly notifies CNB on becoming aware and takes reasonable steps to reverse or repudiate the receipt where possible.

"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which clearing banks in London are open for general banking business.

"Carbon Instrument" means (a) a unique identification of carbon credit verified and issued to a third-party standard in accordance with the methodologies and procedures set out in the rules that govern such third-party standard, or (b) emission rights. It includes any carbon credit, verified emission reduction, removal unit, avoidance unit, allowance, certificate, instrument, environmental attribute, registry-issued unit or other tradable carbon-related right, whether issued, pending issuance, forward-settled or otherwise deliverable, and whether under a voluntary, compliance or other carbon market scheme, supplied or offered by or through CNB.

"Circumvention Transaction" means any transaction, acquisition, allocation, transfer, retirement, forward purchase, option, prepayment, financing arrangement or comparable dealing that is entered into in breach of clause 2.1, clause 2.2, clause 2.6 or clause 3.1, and that results in the transfer of, or the receipt of a Benefit from, Protected Commodity.

"CNB" means Carbon Neutral Britain Limited, the specific legal entity identified in the Agreement by company number and registered office. Where this Policy confers a benefit on CNB's Affiliates, the benefit is conferred only to the extent expressly stated in clause 4.6 and is subject to the limits in that clause.

"CNB Group" means CNB and its Controlled Affiliates from time to time. References to "CNB Group" in this Policy are for descriptive purposes only and do not, of themselves, confer contractual rights on any person other than CNB except as expressly provided in clause 4.6.

"Confidential Pricing" means any pricing information, quotation, term sheet, indicative price, price range, offer, allocation price, fee, commission, rebate, discount, prepayment term, forward price or comparable commercial information provided by CNB to the Customer in relation to a Protected Commodity or a Protected Source, in written form, whether by email, document, spreadsheet, term sheet or other durable medium. Oral pricing communications become Confidential Pricing when confirmed by CNB in writing to the Customer within 5 Business Days.

"Controlled Affiliate" means, in relation to a party, an Affiliate over which that party has legal or de facto power to procure compliance with the obligations in Parts 2 or 3 (as applicable). References to a party "procuring" the conduct of a Controlled Affiliate are limited to conduct within that power.

"Developer" means any project owner, project developer, producer, originator, issuer, registry account holder, supplier, trader, broker, agent, intermediary, verifier, consultant or arranger of Carbon Instruments that has entered into an Agreement with CNB that incorporates this Policy.

"Documented Introduction" means a substantive first introduction, made by CNB in writing, of a named Developer, project, registry account or non-public project-identifying information, to the Customer, for the purpose of, or in connection with, a potential transaction in Carbon Instruments. A Documented Introduction is a Trigger Event only when accompanied by, or followed within 45 Business Days by, a Protected Opportunity Notice issued under clause 1A.

"Introduced Customer" means, in respect of a Protected Opportunity, the Customer whose interest is recorded in the Protected Opportunity Notice issued to the Developer under clause 1A.1(B), whether or not the Notice names the Customer. Where the Notice does not name the Customer, the Customer becomes identifiable to the Developer under the flagging process in clause 1A.5 or by later written notice from CNB. In each case, the designation lapses on the earliest of (a) expiry of the Restricted Period, (b) release of the Protected Opportunity under clause 1A.4, and (c) acceptance by CNB of a pre-existing relationship exception under clause 1A.3.

"Net Lost Fee" has the meaning given in clause 4.1(a).

"Protected Commodity" means any Carbon Instrument that has been, is, or is to be, generated, issued, originated, sold, brokered, introduced, allocated, made available or otherwise supplied by or through a Protected Source in relation to a Protected Opportunity, limited to Carbon Instruments arising from the specific project, programme, project activity, registry account or Developer identified in the Protected Opportunity Notice.

For the avoidance of doubt, Protected Commodity does not extend to Carbon Instruments of merely the same methodology, vintage, project type, registry or verification standard, unless those Carbon Instruments arise from the specific project, registry account or Developer identified in the Protected Opportunity Notice.

"Protected Opportunity" means a specific opportunity for the acquisition, supply or transfer of Carbon Instruments in relation to which CNB has (a) provided Confidential Pricing, (b) facilitated a Site Visit, or (c) made a Documented Introduction, and which is recorded in a Protected Opportunity Notice under clause 1A. A Protected Opportunity is defined by the named counterparty, project or registry account, instrument type or vintage (where applicable), and the date of the Trigger Event, in each case as identified in the Notice.

"Protected Opportunity Notice" means a written notice issued by CNB under clause 1A.

"Protected Source" means, in respect of a Protected Opportunity, the Developer, project owner, producer, issuer or registry account holder identified in the relevant Protected Opportunity Notice, and its Controlled Affiliates. Persons acting for a Protected Source under written instructions from that Protected Source in relation to the Protected Opportunity are treated as the Protected Source for the purposes of this Policy.

"Restricted Period" means, in respect of each Protected Opportunity, the period beginning on the date of the Trigger Event and ending on the earlier of (a) 12 months after the last substantive negotiation, quotation or Site Visit conducted by CNB in respect of that Protected Opportunity, and (b) a hard longstop of 24 months after the Trigger Event. For the avoidance of doubt, the Restricted Period does not restart on further quotations, Site Visits, or communications for the same Protected Opportunity, and is not extended by the termination of the Agreement.

"Site Visit" means any physical or virtual visit, tour, inspection or meeting, arranged, hosted, coordinated or facilitated by CNB, at which the Customer attends a project site, project office, developer premises, registry facility, or comparable location, or meets with representatives of a Developer in person or by video, in each case in relation to a specific Protected Opportunity.

"Trigger Event" means, in respect of a Protected Opportunity, the first occurrence of any of the following: (a) CNB provides Confidential Pricing to the Customer for that Protected Opportunity; (b) CNB facilitates a Site Visit for the Customer in respect of that Protected Opportunity; or (c) CNB makes a Documented Introduction to the Customer in relation to that Protected Opportunity.

Clause 1A — Protected Opportunity Notice

1A.1 Issue

Within 30 Business Days after each Trigger Event, CNB shall issue a Protected Opportunity Notice.

(A) Notice to the Customer shall identify:

(a) the specific project, registry account or Developer to which the Protected Opportunity relates;

(b) the instrument type or vintage, where identified at the date of Notice;

(d) any volume or scope limits that CNB elects to record.

(B) Notice to the Developer shall identify:

(a) the specific project, registry account or Developer to which the Protected Opportunity relates;

(b) the instrument type or vintage, where identified at the date of Notice;

(d) the approximate volume band CNB is discussing on behalf of its Customer (for example "up to 5,000 tCO2e", "5,000 to 25,000 tCO2e", "over 25,000 tCO2e"); and

(e) any other scope indicators CNB elects to record (for example vintage range, delivery window, retirement year, or corresponding-adjustment status).

CNB is not required to disclose the identity of the Customer in a Protected Opportunity Notice to a Developer. Where CNB does not name the Customer, the Developer takes on the duty in clause 1A.5 to flag matching approaches to CNB.

1A.2 Effect

A Trigger Event does not give rise to protection under Parts 2 or 3 in respect of any project or Protected Commodity that is not identified in a Protected Opportunity Notice. Confidential Pricing, Site Visits and Documented Introductions that are not followed by a Protected Opportunity Notice within 45 Business Days of the Trigger Event confer no rights under this Policy in respect of that Protected Opportunity.

1A.3 Exception Window

The recipient may, within 10 Business Days after receipt of a Protected Opportunity Notice, submit to CNB in writing a documented pre-existing relationship exception, with contemporaneous evidence satisfying the standard in clause 2.4 or 3.4 (as applicable). If CNB does not respond within 10 Business Days after the exception is submitted, CNB is treated as having acknowledged receipt but not as having accepted the exception; the recipient's silence at any earlier point does not waive its right to submit an exception, and CNB's silence at any point is evidential only. Contested exceptions are resolved under Part 9.

1A.4 Release

CNB shall release a Protected Opportunity within 20 Business Days of a written request by the counterparty if CNB (a) declines to supply the relevant Protected Commodity, (b) is unable to supply it, (c) is unwilling to make a bona fide offer to supply it on terms materially equivalent to those obtainable in the open market, or (d) fails to respond substantively to a written request for terms within that 20 Business Day window. A released Protected Opportunity ceases to give rise to any restriction under Parts 2 or 3.

1A.5 Developer Duty to Flag Approaches

Where CNB has issued a Notice to a Developer under clause 1A.1(B) that does not name the Customer, the Developer shall, during the Restricted Period for that Protected Opportunity, promptly notify CNB in writing of any approach, enquiry, request for pricing, request for allocation, request for a Site Visit, or expression of interest received directly by the Developer in respect of Carbon Instruments arising from the project identified in the Notice, where the approach falls within, or is materially consistent with, the volume band or other scope indicators recorded in the Notice.

The Developer's notification shall state (a) the identity of the person making the approach, (b) the date and means of the approach, (c) the volume, vintage, price or other commercial terms discussed, and (d) any documents received.

Until CNB confirms in writing whether the approach relates to the Protected Opportunity, the Developer shall not (i) provide pricing, availability or commercial terms to the person making the approach in respect of the identified project, or (ii) accept, allocate or contract for supply to that person from the identified project.

CNB shall respond within 5 Business Days of receiving a notification under this clause, confirming either that the approach relates to the Protected Opportunity (in which case clauses 3.2 and 3.3 apply, and CNB may at that stage identify the Introduced Customer to the Developer) or that the approach is not restricted (in which case the Developer is free to proceed).

A Developer who complies with this clause in good faith shall not be treated as in breach of Parts 2 or 3 in respect of the approach flagged.

Part 2 — Customer Obligations

2.1 Non-Circumvention Undertaking

2.1(a) During the Restricted Period for each Protected Opportunity, the Customer shall not, and shall procure that its Controlled Affiliates shall not, directly acquire, contract to acquire, or take transfer of Protected Commodity from a Protected Source in that Protected Opportunity, except through CNB or with CNB's prior written consent (such consent not to be unreasonably withheld or delayed where CNB has declined, is unable, or is unwilling to supply on terms materially equivalent to those obtainable in the open market).

2.1(b) (Cascade — if 2.1(a) is held wholly or partly unenforceable). Subject only to any operative part of 2.1(a), the Customer shall not, during the Restricted Period, directly acquire Protected Commodity from a Protected Source in a Protected Opportunity as a result of, or materially in reliance on, Confidential Pricing, a Site Visit or a Documented Introduction provided by CNB, except through CNB.

2.1(c) (Cascade — if 2.1(a) and 2.1(b) are held wholly or partly unenforceable). Subject only to any operative part of 2.1(a) or 2.1(b), the Customer shall not, within 12 months of the Trigger Event, directly acquire Protected Commodity from the specific Protected Source identified in the relevant Protected Opportunity Notice, using non-public project or pricing information provided by CNB, except through CNB.

2.2 No Indirect Dealings

Without limiting clause 2.1, the Customer shall not circumvent CNB's role, margin, commission or commercial opportunity in a Protected Opportunity by acquiring Protected Commodity through a Controlled Affiliate, or through an intermediary instructed by the Customer or a Controlled Affiliate to act for its benefit, using any of:

(a) a forward purchase, option, prepayment, financing, agency, commission, facilitation, assignment, registry transfer, retirement arrangement, back-to-back transaction or similar structure;

(b) a change in registry, account holder, project vehicle, transaction route, broker, payment flow, documentation, retirement mechanism or delivery method; or

(c) any arrangement that has substantially the same commercial effect as acquiring Protected Commodity from a Protected Source outside CNB.

The Customer shall use reasonable endeavours to notify CNB where it becomes aware of conduct by any person outside its control that would, if within its control, breach clause 2.1 or this clause 2.2. Reasonable-endeavours notification discharges the Customer's obligation in respect of such conduct.

2.3 Permitted Purchases

Nothing in Part 2 prevents the Customer from purchasing Carbon Instruments from third parties where the Customer can demonstrate, with reasonable contemporaneous documentary evidence, that the relevant Carbon Instruments:

(a) are not Protected Commodities;

(b) do not arise from a Protected Source in a live Protected Opportunity; or

(c) were not made available to the Customer materially as a result of any Confidential Pricing, Site Visit, Documented Introduction or non-public project or pricing information provided by CNB.

2.4 Existing Relationships

Clause 2.1 shall not apply to a Protected Source in a Protected Opportunity to the extent that the Customer proves by contemporaneous written records that, before the Trigger Event, the Customer had an active, direct and independent trading relationship with that Protected Source for Carbon Instruments arising from the same specific project or registry account.

An "active, direct and independent trading relationship" requires evidence of completed transactions, binding negotiations, written offers, registry transfers, term sheets or executed purchase documents with that Protected Source for the same specific project within the 12 months before the Trigger Event.

Mere awareness of a carbon project, registry listing, project developer, broker, producer or source of Carbon Instruments is not sufficient.

2.5 Notification and Records

The Customer shall, within 5 Business Days, notify CNB if, during the Restricted Period for a Protected Opportunity, any Protected Source in that Protected Opportunity approaches the Customer or a Controlled Affiliate in relation to Protected Commodity.

The Customer shall maintain accurate records of purchases, acquisitions, transfers and retirements of Carbon Instruments in respect of any Protected Opportunity for the Restricted Period and for 6 years thereafter, aligned to the ordinary limitation period under section 5 of the Limitation Act 1980. On not less than 10 Business Days' written notice, CNB (or its independent professional advisers subject to appropriate confidentiality protections) may inspect and take copies of records relating to a named Protected Opportunity at reasonable hours during normal business hours, no more than once in any period of 12 months except where CNB reasonably suspects a Circumvention Transaction, in which case CNB may inspect as often as reasonably necessary to investigate that suspected breach.

Inspection is subject to the following carve-outs. The Customer may (a) withhold or redact material subject to legal professional privilege or without-prejudice protection, (b) withhold or redact material comprising personal data of individuals not necessary to the investigation, (c) withhold or redact material comprising the confidential information of unrelated third parties, and (d) elect to satisfy the inspection right by providing an independent accountant's report addressed to CNB, at the Customer's cost, confirming the matters CNB would otherwise be entitled to inspect. Each party shall comply with the UK GDPR, the Data Protection Act 2018 and applicable data-minimisation, storage-limitation and worker-monitoring guidance in its handling of records under this clause.

This right of inspection survives termination or expiry of the Agreement for the duration of the record retention period.

2.6 Registry Transfers and Retirements

The Customer shall not, during the Restricted Period for a Protected Opportunity, directly cause Protected Commodity from that Protected Opportunity to be transferred to, or retired for the account of, the Customer or a Controlled Affiliate in any registry account, platform, exchange or custody account, except where such Protected Commodity has been acquired through CNB or with CNB's prior written consent.

For the avoidance of doubt, this clause 2.6 does not restrict transactions permitted under clauses 2.3 or 2.4, does not create an independent liability for retirements caused solely by third parties outside the Customer's control, and does not restrict transactions between the Customer's own registry accounts.

Part 3 — Developer Obligations

3.1 Non-Circumvention Undertaking

3.1(a) During the Restricted Period for each Protected Opportunity, the Developer shall not, and shall procure that its Controlled Affiliates shall not, directly:

(i) sell, supply, allocate, transfer or retire Carbon Instruments arising from the specific project or registry account identified in the relevant Protected Opportunity Notice, to the Introduced Customer identified in that Notice, except through CNB or with CNB's prior written consent (such consent not to be unreasonably withheld or delayed where CNB has declined, is unable, or is unwilling to source demand on terms materially equivalent to those obtainable in the open market);

(ii) solicit, market, promote or offer such Carbon Instruments to that Introduced Customer;

(iii) enter into any arrangement that has substantially the same commercial effect as any of the acts prohibited in paragraphs (i) or (ii).

3.1(b) (Cascade — if 3.1(a) is held wholly or partly unenforceable). Subject only to any operative part of 3.1(a), the Developer shall not, during the Restricted Period, sell, allocate or transfer Carbon Instruments arising from the specific project or registry account identified in the Protected Opportunity Notice to the Introduced Customer named in that Notice, as a result of, or materially in reliance on, the introduction made by CNB.

3.1(c) (Cascade — if 3.1(a) and 3.1(b) are held wholly or partly unenforceable). Subject only to any operative part of 3.1(a) or 3.1(b), the Developer shall not, within 12 months of the Trigger Event, directly sell Carbon Instruments arising from the specific project or registry account identified in the Protected Opportunity Notice to the Introduced Customer named in that Notice, without first notifying CNB.

3.2 Referral

If, during the Restricted Period for a Protected Opportunity, the Introduced Customer identified in the Protected Opportunity Notice contacts the Developer directly in relation to Carbon Instruments arising from the specific project or registry account identified in that Notice, the Developer shall:

(a) promptly refer that Introduced Customer to CNB;

(b) not respond to any request for pricing, availability or commercial terms in respect of that Protected Opportunity, except through CNB or with CNB's prior written consent; and

(c) promptly notify CNB in writing of the approach, including the identity of the Introduced Customer, the date of contact, the substance of the approach and any documents received.

3.3 Records and Verification

The Developer shall maintain accurate records of communications with any Introduced Customer in respect of a Protected Opportunity for the Restricted Period and for 6 years thereafter, aligned to the ordinary limitation period under section 5 of the Limitation Act 1980. On not less than 10 Business Days' written notice, CNB (or its independent professional advisers subject to appropriate confidentiality protections) may inspect and take copies of records relating to a named Protected Opportunity at reasonable hours during normal business hours, no more than once in any period of 12 months except where CNB reasonably suspects a Circumvention Transaction, in which case CNB may inspect as often as reasonably necessary to investigate that suspected breach.

The privilege, personal-data, third-party confidentiality and independent-accountant carve-outs and the UK GDPR compliance requirement in clause 2.5 apply equally to inspections under this clause 3.3. This right of inspection survives termination or expiry of the Agreement for the duration of the record retention period.

3.4 Existing Relationships

Clause 3.1 shall not apply to an Introduced Customer to the extent that the Developer proves by contemporaneous written records that, before the Trigger Event, the Developer had an active, direct and independent trading relationship with that Introduced Customer for Carbon Instruments arising from the same specific project, satisfying the same evidential standard as clause 2.4.

3.5 Mandatory Disclosure Carve-Out

Clause 3.1 shall not prevent the Developer from making any disclosure that is required by applicable law, regulation, court order or the binding rules of a registry, exchange or competent regulator, provided that (a) the Developer gives CNB prompt prior written notice of the requirement (unless prohibited by law), (b) the Developer discloses only the minimum information required, and (c) the Developer uses reasonable endeavours to seek confidential treatment of the disclosure.

Part 4 — Remedies

4.1 Damages

4.1(a) Net Lost Fee for a Circumvention Transaction. For each Circumvention Transaction, the breaching party shall pay CNB the Net Lost Fee. "Net Lost Fee" means the commission, gross margin or fee CNB would have earned on the transaction under the written quotation, fee schedule or commission arrangement applicable to the relevant Protected Opportunity, less costs CNB avoided by not performing the transaction. If no such quotation, schedule or arrangement exists, Net Lost Fee means CNB's median percentage gross margin on comparable arm's-length transactions of the same instrument type during the 12 months preceding the Trigger Event, applied to the net consideration actually paid or payable in the Circumvention Transaction, supported by reasonable evidence.

4.1(b) Fixed administrative charge for defined technical breaches. For each of the following defined technical breaches, the breaching party shall pay CNB a fixed administrative charge of £2,500, subject to the cap in clause 4.1(c) and to the cure right in clause 4.1(e):

(i) failure to notify CNB under clause 2.5 or 3.2 within the specified period;

(ii) failure to maintain or produce records required by clause 2.5 or 3.3; or

(iii) failure to comply with the referral obligation in clause 3.2(a) or (b).

Each series of technical breaches arising from the same underlying event or omission counts as a single breach for the purposes of this clause.

4.1(c) Cap. The aggregate administrative charges payable under clause 4.1(b) in any 12-month period shall not exceed £25,000.

4.1(d) No double recovery. The remedies in clauses 4.1(a) and 4.1(b) are the sole monetary remedies for the loss they compensate. CNB shall not recover the Net Lost Fee together with damages, account of profits or other monetary relief for the same loss. Nothing in this clause 4.1 limits CNB's right to seek injunctive or equitable relief under clause 4.3, or to recover interest and reasonable legal costs.

4.1(e) Cure. For a technical breach under clause 4.1(b), the breaching party may cure within 10 Business Days of a written cure notice from CNB. A cured breach does not give rise to an administrative charge, without prejudice to CNB's right to charge for any uncured technical breach.

4.1(f) VAT. All amounts payable under this Part 4 are stated exclusive of VAT and any other applicable sales, transfer or similar tax. If any such tax is chargeable, the breaching party shall pay it in addition on presentation of a valid VAT invoice or equivalent.

4.2 Calculation and Invoicing

CNB shall calculate the Net Lost Fee and any administrative charge in good faith and on a rational basis, having regard to the applicable quotation, fee schedule or commission arrangement, comparable transactions, market data, transaction documents and correspondence, and shall provide the breaching party with a written calculation showing the underlying figures, comparables (redacted where necessary), and reasoning.

The breaching party may, within 20 Business Days of receipt of the calculation, dispute the quantum (but not liability) of the amount claimed. If the parties cannot agree the quantum within a further 20 Business Days, either party may refer the quantum question for expert determination by an independent chartered accountant or independent carbon-market expert (as appropriate to the dispute) appointed by agreement or, failing agreement, by the President for the time being of the Institute of Chartered Accountants in England and Wales. The expert acts as expert not as arbitrator, and the expert's determination is final and binding on quantum absent manifest error. Costs of the expert are borne as the expert directs, or in default of direction, equally.

CNB may present the amount payable to the breaching party by issuing an invoice or written statement of account. Any amount so invoiced and not disputed within 20 Business Days is due and payable within 14 days thereafter. Each unpaid amount shall, from the date it becomes due, accrue as a debt due and owing to CNB, and shall be recoverable as such, together with statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and CNB's reasonable costs and expenses of recovery.

Payments due under this Part 4 shall be made without set-off save (a) as required by law or (b) in respect of any sum admitted by CNB or determined by a court or expert under this Policy to be due from CNB to the breaching party.

4.3 Injunctive Relief and Adequacy of Damages

The parties acknowledge and agree that damages alone would not be an adequate remedy for a breach of Parts 2 or 3, because Protected Commodity may be irrevocably retired, and because CNB's confidential source relationships, project introductions and Confidential Pricing arrangements are not readily replaceable with a monetary substitute. The parties therefore consent to the grant of injunctive relief, specific performance and other equitable relief in respect of any actual, apprehended or continuing breach of Parts 2 or 3, without the need for CNB to prove loss or provide security beyond that ordered by the court.

Nothing in this Policy waives any procedural rule or pre-action protocol of the courts of England and Wales. In cases of genuine urgency the parties may seek interim relief without prior notice as permitted by those rules; otherwise the parties shall comply with the Practice Direction on Pre-Action Conduct and any relevant pre-action protocol.

4.4 Additional Remedies

In addition to the monetary remedies in clause 4.1 and the equitable remedies in clause 4.3, CNB may apply for any other remedy available to it at law or in equity. All such applications are subject to the court's discretion and to the no-double-recovery rule in clause 4.1(d).

4.5 Preservation of Carbon Instruments

On receipt of a written notice from CNB alleging a suspected Circumvention Transaction and identifying the Carbon Instruments concerned with reasonable specificity, the counterparty shall, for a period of 20 Business Days from the notice or until an order or agreement of the parties provides otherwise (whichever is earlier), (a) not retire, cancel, surrender or claim the identified Carbon Instruments, (b) hold them to the order of the parties, and (c) preserve documents and communications reasonably relevant to CNB's investigation.

CNB may extend the preservation period once by written notice for a further 20 Business Days where CNB reasonably requires additional time to investigate. If CNB has not commenced legal proceedings, or applied for an interim injunction, within 40 Business Days of the original notice, this preservation obligation lapses. Wrongful invocation of this clause 4.5 by CNB gives rise to a claim in damages by the counterparty for reasonable losses caused, and CNB shall provide such undertakings in damages as a court would ordinarily require in support of interim relief.

4.6 CNB Affiliates

Where a Circumvention Transaction was, or would have been, contracted through a specific Controlled Affiliate of CNB, that Controlled Affiliate may enforce clauses 4.1 and 4.3 in its own name under section 1 of the Contracts (Rights of Third Parties) Act 1999, subject to the following:

(a) CNB acts as enforcement coordinator; only one party (CNB or the enforcing Affiliate, as CNB determines in writing) may sue for the same loss;

(b) aggregate recovery by CNB and its Affiliates for the same Circumvention Transaction is capped at the amount that would have been recoverable by CNB alone;

(d) notwithstanding section 2(3) of the 1999 Act, the parties may vary, waive or rescind any provision of this Policy or the Agreement without the consent of any Affiliate. The Affiliate acquires enforcement rights only in respect of a completed Circumvention Transaction that has been contracted through that specific Affiliate; and

(e) save as set out in this clause 4.6, no person other than CNB has any right under the 1999 Act to enforce any term of this Policy.

Part 5 — Confidentiality

5.1 Mutual Confidentiality Obligation

Each of CNB, the Customer and the Developer shall keep confidential, and shall procure that its Controlled Affiliates and its officers, employees, agents, advisers and representatives keep confidential, all Confidential Pricing, the identity and details of any Protected Source, the content and outcome of any Site Visit, the identity of any Introduced Customer, and all other commercial, technical, pricing, allocation, registry and relationship information provided by another party in connection with this Policy or the Agreement (together, "Protected Information"). Protected Information shall be used only for the purposes contemplated by the Agreement.

5.2 CNB's Use of Information

CNB shall not use Confidential Pricing, project information, allocation information or other commercially sensitive information received from one Developer or Customer to negotiate with another Developer or Customer that is a competitor of the source. In particular, CNB shall not disclose or use one Developer's Confidential Pricing when negotiating with another Developer, and shall not disclose or use one Customer's Confidential Pricing when negotiating with another Customer. Nothing in this clause prevents CNB from using aggregated, anonymised market intelligence that does not identify any counterparty and cannot reasonably be reverse-engineered to identify one.

CNB may use Protected Information only for the ordinary performance of the Agreement, its dealings with the specific Protected Sources or Introduced Customers involved in the relevant Protected Opportunity, and its own regulatory, audit, insurance and professional advisory purposes.

5.3 Standard Exclusions

The obligations in clauses 5.1 and 5.2 do not apply to information that (a) is or becomes publicly available other than through a breach of this Policy, (b) was lawfully known to the receiving party before disclosure, without a duty of confidence, (c) is lawfully received from a third party under no duty of confidence, (d) is independently developed by the receiving party without use of or reference to the Protected Information, or (e) is required to be disclosed by law, regulation, court order or the binding rules of a competent regulator, subject to the notice and minimisation requirements in clause 3.5.

5.4 Duration

The obligations in this Part 5 continue in force for the Restricted Period and for 3 years after its expiry, or for 6 years from the date of receipt of the relevant Protected Information, whichever is shorter.

Part 6 — Reasonableness, Cascade and Severance

The Customer and the Developer each acknowledge that the restrictions in this Policy are reasonable and necessary to protect CNB's legitimate business interests, including its confidential information, source relationships, project introductions, broker relationships, Carbon Instrument allocations, Confidential Pricing, Site Visit arrangements, commercial opportunities, margins and goodwill. The parties record that the restrictions are project-specific and opportunity-specific under the Protected Opportunity mechanism in clause 1A, and are not market-wide, and that this project-specific carve-back is a material part of the reasonableness of the restrictions.

Each restriction in this Policy is separate and severable. If any part of clauses 2.1 or 3.1 is held wholly or partly unenforceable, the parties intend the successive cascades in clauses 2.1(a), 2.1(b) and 2.1(c) (in the case of Part 2) and 3.1(a), 3.1(b) and 3.1(c) (in the case of Part 3) to take effect in turn. Each cascade is a discrete, separately numbered covenant capable of severance by blue pencil under Tillman v Egon Zehnder Ltd [2019] UKSC 32, without addition or modification of the surviving wording.

If any other restriction is held wholly or partly unenforceable, that restriction shall be severed and the remaining provisions shall continue in full force. The parties do not intend, and this Policy does not require, any court to rewrite or extend a restriction to make it enforceable.

Part 7 — Competition Law and Mandatory Law

Nothing in this Policy requires either party to act in breach of applicable competition, antitrust, sanctions, financial services, environmental, carbon market, registry, trade-control or other mandatory law.

The parties record that the restrictions in this Policy are project-specific and opportunity-specific and that they operate through the Protected Opportunity mechanism in clause 1A, and that the parties intend the restrictions to fall within, or otherwise be compatible with, the UK Vertical Agreements Block Exemption Order (SI 2022/516) and the Competition Act 1998. Neither party shall enter into any Agreement in circumstances where the parties' shares of the relevant market exceed the thresholds in the UK Vertical Agreements Block Exemption Order, without first obtaining a competition assessment.

If any provision of this Policy would infringe applicable competition law in any relevant jurisdiction, that provision shall be void to the extent of the infringement and severed under Part 6, and the parties shall not construe this Policy so as to extend a restriction to make it lawful.

Part 8 — Versioning

CNB may update this Policy from time to time. Each Agreement is bound by the version of this Policy in force on the date the Agreement was signed, identified by the URL referenced in the Agreement and, where recorded, the version number, effective date and document hash live at that URL on the date of signature. CNB shall maintain archived prior versions at dated URLs, together with the archived document hash for each version, and shall make them available on request. No later version of this Policy applies retrospectively to an Agreement already signed.

Part 9 — Governing Law and Jurisdiction

This Policy, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Policy or its subject matter or formation (including non-contractual disputes or claims), subject only to CNB's arbitration election below.

Where the Customer or Developer is incorporated or resident outside the United Kingdom, CNB may, at its sole option, elect that any such dispute or claim shall instead be finally resolved by arbitration under the LCIA Rules, with the seat of arbitration in London, in the English language, before a sole arbitrator appointed in accordance with those Rules. Any such election must be made by written notice to the counterparty within 14 days after CNB serves or receives a formal dispute notice or claim form in respect of the dispute. An election, once made and served within that period, is binding on both parties, and on any CNB Affiliate enforcing under clause 4.6, in respect of that dispute. If proceedings have been filed in the English courts before an election is made, CNB may still elect within the 14-day window, in which case the parties shall promptly consent to the stay and discontinuance of the court proceedings on terms preserving urgent interim relief. Nothing in this paragraph prevents CNB or the counterparty from seeking urgent injunctive or interim relief in the courts of England and Wales or any other court of competent jurisdiction.

Any Customer or Developer incorporated or resident outside the United Kingdom shall, before signature of the Agreement, appoint a process agent in England and Wales for service of court proceedings and notify CNB of the process agent's name, address and email in writing.

Part 10 — General

10.1 Survival

Parts 2, 3, 4, 5 and this Part 10, together with clause 1A and all definitions necessary for their interpretation, shall survive termination or expiry of the Agreement for any reason and shall continue in force in accordance with their terms.

10.2 Notices

Any notice, invoice, statement or other communication given under or in connection with this Policy shall be in writing and shall be delivered by (a) email to the counterparty's designated contact email address specified in the Agreement (with a copy to business@carbonneutralbritain.org in the case of notices to CNB), or (b) hand or pre-paid first-class recorded post to the counterparty's registered office. Notice delivered by email is deemed received at the time of transmission, provided no bounce-back or delivery failure is received within 24 hours. Notice delivered by hand is deemed received on delivery. Notice delivered by post is deemed received at 9:00 am on the second Business Day after posting.

10.3 Assignment

Neither the Customer nor the Developer may assign, transfer, charge, sub-contract, declare a trust over or otherwise deal with any of its rights or obligations under this Policy or the Agreement, whether in whole or in part, without CNB's prior written consent. CNB may assign, transfer or novate any of its rights and obligations under this Policy or the Agreement to any of its Affiliates or to any purchaser of all or substantially all of its business or assets, on written notice to the counterparty.

10.4 Third-Party Rights

Save for the express and limited right of specific CNB Controlled Affiliates to enforce clauses 4.1 and 4.3 under clause 4.6, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Policy. Notwithstanding section 2(3) of the 1999 Act, the parties may vary, waive or rescind any provision of this Policy or the Agreement without the consent of any Affiliate.

10.5 No Waiver

No failure or delay by CNB in exercising any right or remedy under this Policy or the Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it. No course of dealing, indulgence, forbearance or acceptance of partial performance shall constitute a waiver of any right or remedy, and no waiver shall be effective unless in writing signed by CNB. A waiver of any right or remedy on one occasion shall not be a waiver on any other occasion.

10.6 Variation

No variation, amendment or supplement to this Policy or the Agreement shall be effective unless it is in writing and signed by an authorised representative of each party. The parties expressly confirm that this clause is intended to give effect to the principle in Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24. Later published versions of this Policy do not apply retrospectively to an Agreement already signed.

10.7 Interpretation

In this Policy: (a) "in writing" and "written" include email, DocuSign or other electronic signature platforms, and any other legible durable medium; (b) "including", "includes" and "in particular" mean "including without limitation"; (c) references to statutes or statutory provisions include any subordinate legislation made under them and any modification or re-enactment from time to time; (d) headings and the Key Terms Summary are aids to reading only and do not affect interpretation, save that the Key Terms Summary is evidence of the drawing to the counterparty's attention of the clauses summarised; and (e) any obligation on a party to procure conduct is limited to conduct within that party's legal or de facto control.