Our planet is burning. Yet, solutions exist to slow the global warming effects. Sweep’s mission is to help its Users reverse climate change effects. Sweep proposes solutions to help companies autopilot their climate program through technology. Our tools allow businesses to estimate their carbon emissions, set smart reduction goals, define their preferred types of contributions, buy negative carbon and get in touch with Project Owners. The negative carbon comes from a global catalogue of high quality carbon projects, that are reducing or removing CO2 or greenhouse gas emissions. Sweep proposes the following services ("Services") to its Users:

• Helping Contributors monitor their climate programme and turn managing their footprint into a simple, impactful, day-to-day business practice. Sweep provides digital tools to Contributors to map their organisational structure and requirements, estimate part of their Emissions, set reduction goals.
• Connecting Contributors and Project Owners: Sweep selects Projects and Project Owners to build an online Catalogue of solutions that are reducing or removing CO2 or greenhouse gas emissions from the atmosphere. Sweep allows Contributors and Project Owners to get in touch.
• Selecting Projects and buying tCO2 Units. Sweep provides digital tools to Contributors to define their preferred types of contributions, buy carbon quantities for any type of carbon programme they may have set and get access to automated reports for public or internal communication purposes Beyond serving the climate movement, Sweep SAS is also a benefit corporation (or “société à mission” under French law) and part of the international B-Corp network of companies under the label “Pending Status” for Startups. As legally defined in Sweep SAS by-laws, in addition to building a profitable business, Sweep SAS also strives to have a positive impact on society, its employees, its community and the environment. Definitions and interpretation

2.1 “Autopilot” means the Service described in Section 6.1.

“Billing Period” means the period beginning on the first day of a calendar month and ending the last day of such calendar month. For the avoidance of doubt, the first billing period shall start on the date on which the Contributor effects its first Contribution under Autopilot or Manual through Monthly Payment and shall end at the end of such calendar month. -“Catalogue” means the carbon solutions catalogue made by Sweep SAS, which presents Projects and Project Owners offering high quality carbon projects that are reducing or removing CO2 or greenhouse gas emissions from the atmosphere. -“Content” means content submitted by Users on Sweep. -“Contribution” means any purchase of tCO2e Units from a Project by the Contributor, either through Autopilot or Manual. -“Contribution Date” has the meaning ascribed to it in Section 7.2. -“Contribution Fee” has the meaning ascribed to it in Section 7.2. -“Contribution Notice Date” has the meaning ascribed to it in Section 14.1. -“Contributor” means any company that has been registered on Sweep as "Contributor", able to “purchase” tCO2e units or to make any “Contributions”.
-“Contributor Termination Date” has the meaning ascribed to it in Section 14.1. -“Emissions” refers to greenhouse gases expressed in CO2 equivalent or carbon equivalent emitted by the Contributors’ business activity, in part or total, whether estimated or not via Sweep’s emission estimation tool. -“Initial Payment Date” means the date on which the first Monthly Payment is paid. -“Initial Subscription Date” has the meaning ascribed to it in Section 7.1. -“Manual” means the Service described in Section 6.2. -“Monthly Payment” means the monthly payments for Contributions through the Autopilot or Manual mode. -“Project” means any carbon project that is selling sequestrated, removed or avoided tons of CO2 or greenhouse gas emissions and that have been selected by Sweep SAS on the basis of Sweep core values. -“Project Owner” means any company that has been registered on Sweep as "Project Owner" in order to present a Project and to sell tCO2e Units.
-“Services” means the services proposed by Sweep referred to in Section 1 and as further described in Sections 4, 5 and 6.
-“Sweep SAS”, “we”, “our”, “us” means a société par actions simplifiée with a share capital of 83.173,31 euros, registered with the Companies Register of Montpellier under number 883 967 879 00015, with its registered office at 257 enclos des flamants roses enclos des hérons, 34280 Carnon-Plage. -“Sweep” means the Website and the registered trademark operated by Sweep SAS. -“Stripe” means Stripe Payments UK Limited, having its registered office at 7th Floor The Bower Warehouse, 211 Old Street London EC1V 9NR United Kingdom, which is licensed in the United Kingdom as an electronic money institution for the issuance of electronic money (e-money) and the provisions of payment services. -“tCO2e Units” means sequestrated, removed or avoided tons of CO2 or greenhouse gas emissions equivalent. -“Subscription Anniversary Date” has the meaning ascribed to it in Section 7.1. -“Subscription Fee” has the meaning ascribed to it in Section 7.1. -“ToSs” has the meaning ascribed to it in the Preamble. -“Users”, “you”, “your” means users of the Website, i.e. the Contributor and the Project Owner. -“Visitor” means any person that consults the Website without being registered or before registration on the Website. -“Website” means www.sweep.net.

2.2 Interpretation

Unless otherwise provided or if the context requests a different meaning:

• Any reference to the Preamble or to Sections shall mean references to the Preamble and to Sections of this ToSs;
• Words in plural include singular and vice versa;
• Any reference to a legal provision includes any amendment, variation or modification;
• Reference to the ToSs means reference to this document, as amended from time to time.

The purpose of these ToSs is to define the terms and conditions of the use of the Services on the Website. It is important to carefully read and understand these ToSs. By accepting these ToSs, you agree to respect and comply with the ToSs. If you do not agree with these ToSs and you do not wish to respect them, you should not accept them and should not be able to benefit from the services offered by Sweep. The conditions of access to the Services are described below.

Sweep has developed a digital all-in-one tool to allow Contributors to get an estimate of their carbon emission footprint and set smart reduction goals. Contributors may then get in touch with Project Owners and buy tCO2 Units.

4.1 Estimate Emissions

Contributors may wish to estimate their Emissions. Sweep shall estimate the Contributor’s Emissions on the basis of the data submitted by the Contributors. Sweep’s estimation results from a calculation based on (i) the activity data transmitted by the Contributors and (ii) widely recognised and scientifical emission factors.
The Contributor may choose to provide its data for a defined perimeter of its business activity or for all its business activity and beyond, including data from the use of the products or services it provides to its client. Sweep shall only be liable for the calculation itself and not for the analysis or the interpretation of the results. Sweep shall not be liable for any inaccuracy of the data provided by the Contributors or for the gap between the estimate provided compared to the estimate obtained by using other calculation methodology that may be applied.

4.2 Defining reduction programme

Sweep also helps the Contributor build its programme to reduce its Emissions. Sweep proposes different scenarii of emission reductions depending on the reduction goals set by the Contributors. The Contributor may also choose to offset its Emissions that cannot be reduced through the reduction program by buying tCO2e Units from projects on Sweep Catalogue, but has no obligation to do so.

5.1 Sweep Catalogue

Sweep Catalogue presents various types of Projects which all aim at reducing carbon emissions, through selling tCO2e Units. Project Owners shall fill in a form on the Website to submit their Project for review to Sweep. Our expert team will be reviewing your submission, on the basis of the criteria set out on the Website. Sweep is free to accept a Project for the Catalogue, or to decline it. Sweep would only accept Projects that have a positive impact on the environment. Sweep will notify the Project Owner by email that Project submission has been accepted.

5.2 Project page on the Website

Sweep provides a template for publication on the Website in line with Sweep publication standards. The Project Owner undertakes to comply with Sweep publication standards. The Project Owner shall include description of the Project, the price of the tCO2e Units and quantities available to be sold on Sweep. For the avoidance of doubt, Project Owner is not obliged to sell on Sweep all the tCO2e Units generated by the Project but only part of it. For the avoidance of doubt, Project Owner sets the price of each tCO2e Unit sold on Sweep. Once the Project Owner has submitted its Project page, Sweep shall agree on such suggested Project page. Sweep team may suggest formal amendments to the Project description on the Website, in order to ensure that the presentations of Projects are all uniform and relevant across the Website. The Project Owner shall be liable for the presentation of the Project on the Website, including for the accuracy of the information provided, and shall make sure that the presentation of the Project shall not mislead potential Contributors. The Project Owner shall make sure that it has all the rights to publish on the Website and complies with any law and regulation applicable to the Project. Once the Project is published on the Website, it can be updated depending on the latest developments of the project. Prices and Volume information updates must be discussed with Sweep’s management.

5.3 How are tCO2e Units assessed?

Projects presented on the Website include notably certified projects (generating certified carbon credits), validated projects (verified with a proven methodology) or non-certified projects (innovative or alternative projects with a new assessment methodology). The Project Owner shall mention on the Project page in which category the Project falls within. With respect to certified projects or validated projects, as the case may be, the Project Owner is responsible for liaising with the official third party record keeper of the tCO2e Units and ensuring that tCO2e Units sold on Sweep are recorded in the relevant register. With respect to non-certified projects, Project Owner is responsible for estimating the tCO2e Units that are generated by the Project and for recording the sale of such tCO2e Units. Sweep shall not be responsible for any estimation, verification and auditing of tCO2e Units generated by the Project, nor for any official or non-official recording of tCO2e Units sold for the Project.

5.4 Direct relationship between the Project Owner and the Contributor

Sweep has the sole role of intermediary and shall not be a party to the agreement between the Project Owner and the Contributor. The Project Owner and the Contributor shall have a direct contractual sale relationship and Sweep SAS shall not interfere nor bear any liability in respect of this relationship. The Project Owner shall be liable for providing any evidence of the sale of the tCO2e Units to the Contributor. Sweep shall only be responsible for providing a statement of the quantities and price of tCO2e Units by Project sold to the Contributor on Sweep. Sweep shall make available the bill of the purchase of the tCO2e Units on the individual page on the Website for each Project. The price and quantities of tCO2e Units to be sold on Sweep is set independently by each Project Owner. For the avoidance of doubt, Sweep does not provide any kind of advice to the Project Owner in any manner whatsoever with the tCO2e Units pricing. Sales are recorded in the Project owner’s Sweep account. Statements may be also found in the settings. Contributions are also recorded in the Contributor’s Sweep account. Downloadable statements shall also be available in the settings.

6.1 Autopilot

By choosing the Autopilot tool, the Contributor expressly authorizes Sweep to select in its name and on its behalf the tCO2e Units to buy, on the basis of the criteria set out in the Autopilot tool by the Contributors. The Autopilot tool will submit a selection of Projects to the Contributor and the Contributor will make the decision to buy or not the tCO2e Units. The Contributor may reject contribution in any selected Projects proposed by Sweep until the last day of the calendar month. Contributors may switch off the Autopilot tool at any time. Sweep will always strive to give the Contributor the best available configuration of Projects and volumes of tCO2 Units from across our Catalogue that fit Contributors settings. That means Sweep can’t guarantee the inclusion of a specific project at any time. And volumes might fluctuate. Contributor’s cockpit always shows them what the allocations for the month are. And Sweep will always send the Contributor a notification should the volume drop below what was indicated when the Contributor changed his settings last. Autopilot contributions may be adjusted for the current month anytime, manually, in the Contributor’s Cockpit. At the end of each Billing Period, Sweep shall send a report to the Contributor detailing in which Projects the Contributor has bought tCO2e Units, the quantity of tCO2e Units and the amounts spent.

6.2 Manual

If a Contributor does not wish to use the full Autopilot mode, it can select Manual instead and choose and buy tCO2e Units from the Projects it elects, either through monthly contributions or through a single contribution. Manual contributions may be adjusted for the current month anytime in the Contributor’s Cockpit. Autopilot and Manual can work together, allowing a Contributor to set a monthly spend with his/her profile, and make manual contributions to specific projects at the same time.

7.1 Subscription fees

7.1.1 Description of the Subscription fees

Contributors will be charged a subscription fee, which details and amounts depend on the type of functionalities to which the access is offered and the number of users. Subscriptions fees are specified in [link to come]. Such subscription fee allows access to the emissions and reduction calculation tool, reporting tool to communicate on one’s carbon programme as well as the Autopilot tool and Sweep’s catalogue (the “Susbcription Fee”).

7.1.2 Payment of the Subscription fees

Sweep offers a free trial of 14 days. After the expiration of such trial period, the Subscription Fee will be charged to allow access to the services described above. The Subscription Fee will be charged on the date of the Contributor’s registration on the Website (the “Initial Subscription Date”). Payments will automatically renew on the 30th anniversary day from the Initial Subscription Date (the “Subscription Anniversary Date”). Payment information and invoices can be edited anytime in the settings page. If the Contributor wishes to upgrade the utilisation of Sweep for more users, the difference between the initial Subscription Fee and the “upgraded” Subscription Fee will be invoiced on the date on the upgrade. If the Contributor wishes to upgrade the utilisation of Sweep for more functionalities, the upgrade will be invoiced on the Subscription Anniversary Date. Payment will be settled in accordance with Section 7.5 below. If the payment settlement fails, Sweep will suspend the subscription and alert the Contributor.

7.2 Payment of Contributions

Contributors may choose to make Contributions whenever they want. Through their Autopilot and Manual configurations, Contributors may also set a recurring monthly amount of money to buy from the Sweep Catalogue and make Monthly Payments. It is important to note that the volume of tCO2e Units can change from month to month, depending on the available project volumes in the Catalogue. Contributions will be invoiced by Sweep SAS on behalf of the Project Owner. Contributions (together with the Contribution Fee) shall be paid:

• on the date on which the Contribution is effected on Sweep in case of a single contribution,
• at the end of each Billing Period, if the Contributions are made through Monthly Payments, (each of the dates in (i) and (ii), the “Contribution Date”).

7.3 Contribution fees

7.3.1 Description of the Contribution fees

Sweep will charge the Contributor a fee of 10% on the amount of each Contribution.

7.3.2 Payment of the Contribution fees

Contribution Fees will be invoiced to the Contributors and paid together with the Contribution on the Contribution Date. Payment will be settled in accordance with Section 7.5 below. If the payment settlement fails, Sweep will suspend the registration and alert the Contributor.

7.4 General provisions on fees

Sweep will charge its fees plus applicable taxes (such as VAT or GST). Fees from our payment partner - Stripe - are covered by Sweep. Prices displayed on the Project Owner page [do not include] Sweep’s fees, nor Stripe’s fees. If our fees ever change, we’ll announce that on our website with a clear date of when the new fees come into effect.

7.5 Settlement of payments

The settlement of the payments for Contributions (which include the Contribution Fees) and the Subscription Fees shall be made by debit card, credit card, wire transfer, withdrawals through Stripe. The Project Owner shall not accept nor solicit payments from the Contributor for a purchase of tCO2 Units for a Project presented on Sweep that is not processed through Sweep and Stripe. Sweep uses Stripe to issue electronic money, to open electronic money accounts to Users, to acquire electronic money and to use electronic money to process the Contributions and process the payments to the Project Owner. When a Contributor buys from a Project Owner, the Contributor is also agreeing to the Stripe’s terms of service.

8.1 Registrations of Users

A Visitor may register on the Website and become either a Project Owner or a Contributor by fulfilling the information required on the relevant online form available on the Website. Any Visitor fulfilling such forms shall have the capacity to do so. Sweep SAS reserves its rights to check any information provided. Registration of Project Owner or Contributor shall be made by a duly authorized person within the company. By registering on Sweep, the Contributor represents that (i) it acts as a professional acting for the purposes of its professional activity and (ii) the information provided are true and accurate By registering on Sweep, the Project Owner represents that (i) it acts as a professional acting for the purposes of its professional activity and (ii) the information provided are true and accurate. By registering on Sweep, Project Owner or Contributor shall comply with applicable laws. Employees, contractors or agents of Users will act consistently with the terms of the ToSs. Any information provided by a User in the context of registration on the Website shall be accurate and up to date. As a User of Sweep, Project Owners and Contributors shall read and accept all the Terms of Use. Users must read and accept the ToSs. Users shall be responsible for all Content posted and activity that occurs under your account. That includes Content posted by others who either: (a) have access to your login credentials; or (b) have their own logins under your account. Users shall be responsible for maintaining the security of their account and password. Sweep cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

8.2 When using the Website

All Users shall behave responsibly and make Sweep a trustful place, helping Project Owners and Contributors to build a green future for us all. Users shall not:

• take any action that infringes or violate any of the Visitors or the Users’ rights, breach the law, any contract or legal duty to anyone;
• post any information known as false, misleading or inaccurate or do anything deceptive or fraudulent;
• use information provided on Sweep on Users, such as names, email addresses and postal addresses, for other purposes than participating in a possible transaction on Sweep;
• distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters;
• distribute software viruses or other code, films or programs designed to interfere and/or harm proper function of any software, hardware or equipment on Sweep. We also need to make sure that Sweep is secure and our systems function properly. Users shall not:
• interfere with the proper functioning of the services of the Website;
• bypass any measure which aim at protecting the Website;
• try to damage or get unauthorized access to any system, data, password, or other information available on Sweep;
• take any action that overloads our infrastructure (like DoS attacks), or on our third-party providers;
• use any kind of software or device to “crawl” or “spider” any part of the Website; and
• take apart or reverse engineer any aspect of Sweep in an effort to access things like source code, underlying ideas, or algorithms.

See our Privacy Policy - doc attached.

10.1 Content published by Project Owners

We don’t own what you publish on Sweep. But when you post it, you’re giving us permission to use or copy it however we need in order to run the site, or show people what’s happening on it. We need this to promote Projects and showcase our community of Contributors. You’re responsible for the Content you post, and you’re vouching to us that it’s all okay to use. But we do need certain licenses from you in order to perform our Services. When you submit a Project for review, or launch a Project, you agree to these terms:

• We can use the Content you’ve submitted. You grant to us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content.
• When we use the Content, we can make changes, like editing or translating it. You grant us the right to edit, modify, reformat, excerpt, or translate any of your Content, but without changing its substance of redrafting it.
• You won’t submit stuff you don’t hold the copyright for (unless you have permission). Your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material (and to grant Sweep all the license rights outlined here).
• Any royalties or licensing on your Content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your Content, or on Sweep’s hosting of that Content.
• You promise that if we use your Content, we’re not violating anyone’s rights or copyrights. If Sweep or its Users exploit or make use of your submission in the ways contemplated in this agreement, you promise that this will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
• You’re responsible for the stuff you post. All information submitted to the Website, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that Content originated.
• We’re not responsible for mistakes in your Content. Sweep will not be liable for any errors or omissions in any Content.

10.2 Content published by Sweep

The Content on Sweep is protected in various ways. You do have the right to use it for certain personal purposes, but you can’t use it for anything commercial without getting permission first. Sweep’s Services are legally protected in various ways. You agree to respect all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service. You also agree not to change, translate, or otherwise create derivative works of the Service. If you want to use, reproduce, modify, distribute, or store any of Sweep Content for a commercial purpose, you need prior written permission from Sweep or the relevant copyright holder. A “commercial purpose” means you intend to use, sell, license, rent, or otherwise exploit Content for commercial use, in any way.

These ToSs shall enter into force as from their publication on the Website and shall remain in full force and effect until they are amended. Sweep SAS may amend the ToSs unilaterally, except with respect to amendments to pricing conditions and payment terms, for which Sweep SAS shall inform the Users in writing at least 30 days before the amendment. Otherwise, the amendments shall take effect 5 days after the notification of such amendments. Amendments of the ToSs shall be notified to Users. Users shall amend any information on their personal page. These changes may result in the modification of the ToSs.

Any notice, demand or communication made in accordance with those ToSs shall be made in writing to the relevant party. Notifications addressed to Sweep SAS shall be addressed to: Address: SWEEP SAS, 257 enclos des Hérons, 34 280 Carnon-Plage, France. Email: hello@sweep.net Notifications addressed to the Users shall be provided to the email address provided for in the Users to the relevant person indicated in the personal page on the Website.

13.1 Termination by Users

The ToSs shall be terminated by the Project Owner, with a 30 business days prior notice. The Project Owner undertakes to provide the relevant statements with respect to the Contributions which have not been provided to the Contributors promptly. Sweep, through Stripe, shall pay to the Project Owner the price of the Contribution. The ToSs shall be terminated by the Contributors at any time through the Users account page (the “Contribution Notice Date”). In this situation, the termination of the ToSs shall be effective on the next Subscription Anniversary Date (the “Contributor Termination Date”). The Contributors shall have access to Sweep until the Contributor Termination Date. For the avoidance of doubt, any Contribution made through Monthly Payments shall be paid on the Contribution Date of the month of the Contribution Notice Date. If Contributions are made through Monthly Payments between the Contribution Date of the month of the Contribution Notice Date and the Contributor Termination Date, Monthly Payments with respect to those Contributions shall occur on the Contribution Date of the following month.

Sweep SAS may also terminate the ToSs, with 1 day prior notice in case of breach of the ToSs by the Users. Unless otherwise provided, such termination shall be effective on the next Contribution Date.
Sweep SAS may also terminate the ToSs without prior notice in case of fraud, misrepresentation, inappropriate or illegal behavior (including on the communication tool (i.e. insults etc.)) or if the information provided are untrue or inaccurate. In this situation, any part of the remaining Monthly Payment shall be refunded to the Contributor. Upon termination, Sweep SAS shall delete from the Website any publication, personal page, and Content with respect to the relevant User.

Sweep SAS is solely an intermediary between the Project Owner and the Contributor.

• Sweep SAS shall take the utmost care for the operation and maintenance of the Website and only uses trustful sources that it deems reliable. Sweep SAS does not guarantee and shall not be liable for any interrupted operations of the Website, the accuracy and update of its Content.
• Sweep SAS shall do its best efforts to keep the Website accessible any time. Sweep SAS may interrupt access to the Website for maintenance, upgrade or other purposes. Sweep SAS shall not be liable for the interruption and its consequences for Users or Visitors.
• Sweep SAS shall not be liable for the opinions, advice or other Content exchanged in the context of the Services.
• Sweep SAS shall not be liable in case of gross negligence or fraud, for any act or omission, non-performance, misrepresentation, partial performance or delay in the performance of the obligations of any User towards another User or third party or to any loss or costs arising thereof.
• Sweep SAS shall not be liable for any force majeure event and the consequences arising thereof.
• Sweep SAS does not provide any recommendation or advice, in particular with respect to the tax consequences of any Contribution. Each User shall inform on its tax obligations.

15.1 Divisibility

If any provision of this ToSs is void or invalid, the other provisions of the ToSs shall remain valid. The provisions that are void or invalid should be replaced by valid provisions which are close to the invalid ones.

15.2 Entire agreement

Unless otherwise provided between any of the parties, these ToSs and the other material referenced in them are the entire agreement between you and Sweep SAS with respect to the use of the Services.

Unless otherwise provided between any of the parties, they supersede all other prior communications and proposals (whether oral, written, or electronic) between you and Sweep SAS with respect to the Services and govern our future relationship.

If any provision of these ToS is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the ToSs otherwise will remain in full force and effect and enforceable. The failure of either you or Sweep to exercise any right provided for in these ToSs in any way won’t be deemed a waiver of any other rights.

15.3 Independence of Users

Users, either acting as Project Owner or as Contributor, are using the Website and the Services in a free and independent way and are acting in their own name and own behalf. The registration on the Website shall not be construed as a subordination relationship or an employer/employee relationship.

15.4 Transfer

Sweep SAS may transfer to any third party of its choice all or part of its rights and obligations under the ToSs, which the User accepts. Users shall not transfer any of their rights and obligations under the ToSs to any third party, without the prior consent of Sweep SAS.

15.5 Dispute resolution

In case of any dispute, Users shall send an email to: hello@sweep.net . We will do our best to find a solution. In the absence of an answer during a [30] days period, Users may refer the dispute to a competent jurisdiction.

#16 Governing law

These ToSs shall be subject to French law. Legal disclaimer Sweep is published by Sweep SAS, Sweep SAS, a société par actions simplifiée with a share capital of 83.173,31 euros,euros, registered with the Companies Register of Montpellier under number 883 967 879 00015, with its registered office at 257 enclos des flamants roses enclos des hérons, 34130 Carnon-Plage.

For any question, you can contact us at contact@sweep.net.