UWR XPRESS

Terms Of Service

TERMS AND CONDITIONS FOR BUYING WATER CREDITS VIA THE UWR RoU STANDARD PROJECT MARKETPLACE (UWR XPRESS)

v.1.0 - Effective as of 07 February 2025

Introduction, Purpose and Acceptance of the Terms

The UWR RoU Standard and Universal Water Offset Unit Private Limited (“UWR”, “UWR RoU Standard” “we”, “us”, or “our”) has designed a marketplace page on our website (the “UWR XPRESS” or “marketplace” or “Project Marketplace”), which provides a venue for Buyers/Sellers (“Participants) to find, learn about, and purchase or list for trade UWR RoU Standard certified water credits (“RoUs” or “water credits”) from select projects located around the world (the "Project Listing”) developed by Sellers.

By buying UWR RoU Standard-certified water credits on the UWR XPRESS you agree to accept these Buyer (“PARTICIPANT”) terms and conditions (the “Terms”).

Restrictions

By shopping on the UWR XPRESS, you understand, agree and represent that:

The UWR Express operates as an e-commerce water credits marketplace for primary trades directly from the seller and does not operate an exchange for secondary trades post the initial purchase by Buyers or Participants;
You are at least eighteen (18) years old;
You have the authority and capability to enter in to these Terms;
Payments on UWR XPRESS are made through third party payment providers, such as PayPal or Razorpay or any payment provider selected by UWR. Payments are executed to a common UWR bank account specified in the invoice and then remitted to the sellers (parties) listing their projects on the marketplace less all applicable taxes (if in India), payment gateway fees and banking charges associated with the same.
All prices are in Indian Rupees (INR) and its US Dollar equivalent and payments can be made in US Dollars or INR;
To avoid any conflict of interest, UWR is not party to the trade or any transactions on the marketplace and does not take any percentage (% age) of the proceeds from the price listed at the time of purchase on the UWR Marketplace.
UWR charges every project developer or seller a standard primary listing fee per vintage listed to cover the administration costs for hosting and maintaining the UWR XPRESS. The listing fee is currently* INR 500/- (inclusive of all taxes) per vintage listed by the seller, with a maximum permitted listing volume of 20,000 RoUs per vintage for a period of 2 months or as specified by UWR from time to time;
After each purchase, the UWR RoU Standard certified water credits are either:
1. publicly retired at the instance of the Buyer in near to real-time in the UWR RoU Standard Registry and a retirement certificate is emailed to the Buyer or;
2. held in the Buyer account on UWR 2. specified by the purchaser or buyer on the UWR RoU Standard Registry.
Please note that the marketplace does not operate as an exchange (no secondary trades is possible) and hence relisting of purchased RoUs is not possible by any of the Buyers. This is automatically ensured since only seller accounts are permitted and enabled by UWR to list RoUs on the marketplace by default. Buyers cannot transfer RoUs to any seller accounts by default This ensures the credits are not recirculated or resold on the UWR Xpress marketplace post primary trades;
A Retirement Certificate documenting the purchase details and providing QR codes to the credit Retirements will be sent to the email address used for purchasing the UWR RoU Standard-certified water credits (RoUs);
Water credits purchased via the UWR XPRESS may be sold/listed/traded onwards on other ecosystems but not on the UWR XPRESS marketplace again;
The credit retirements are publicly displayed in the UWR RoU Standard Registry. Retirements include the attribution name, project details and the reason for retirement only.

Purchasing credits on the UWR XPRESS

When you buy UWR RoU Standard-certified water credits (RoUs) on the UWR XPRESS, you are directly supporting the independent Project Developer. By making this purchase, you represent, agree and understand that:

You have read the project listing, including the project description, before making a purchase;
You will submit appropriate and timely payment and comply with the payment terms as per clause 4 of the present terms for the RoUs purchased;
Post purchase of RoUs and if you have chosen to retire the same, the UWR RoU Standard will transparently retire the credits on your behalf in the UWR RoU Standard Registry and email a certificate to indicate the retirement.
In case you decide to hold the RoUs in your Buyer account, you will need to specify the Buyer A/C ID at the time of purchase or open a fresh Buyer account prior to making any payment.

Payment terms

Payments can be made:

Online via the payment gateway on UWR XPRESS through third party payment provider or using a credit or debit card as approved by the payment gateway provider;
Buyer will pay in USD or INR into UWR RoU Standard’s bank account specified in the invoice. UWR will then process payments on behalf of the sellers as specified by the seller during the KYC RoU listing process.

In any case, funds must reach UWR RoU Standard’s bank account before the water credits can be retired or transfer of purchased RoUs into the Buyer account specified.

Refunds

The UWR RoU Standard-certified water credits you purchase will be retired by UWR RoU Standard or held in your Buyer account as specified during the purchase process. Payments are therefore non-refundable.

Tax Deduction

Your purchase of UWR RoU Standard-certified water credits may be tax deductible depending on the laws of your home country. The UWR RoU Standard makes no representations or warranties as to whether your purchase is tax deductible. The UWR RoU Standard will not at any time provide any advice as to whether your purchase is tax deductible. Instead, you should consult a local tax professional.

All sellers from India are expected to list their RoUs for a purchase price that is inclusive of all applicable taxes. When buying RoUs from the UWR XPRESS from India, you understand that all purchases are inclusive of GST and other applicable taxes (if any). Buyers and Sellers from India will need to input their PAN or GST number prior to purchase or listing of any RoUs respectively.

Communicating with Project Developers (Sellers)

Feel free to communicate directly with the Project Developers if you have any questions about a Project.

Privacy and data protection

The UWR RoU Standard takes the protection of personal data very seriously. The UWR RoU Standard is committed to protecting your privacy and providing a safe online experience. Data collected will be strictly used to help us carry out our services. Any personal data received by UWR RoU Standard under these Terms will be handled in accordance with our Privacy Policy. By using the UWR XPRESS, you consent to the collection, storage, use and disclosure of your personal information as described in our Privacy Policy and you consent to UWR RoU Standard Website and Terms and Conditions (updates included).

You acknowledge that UWR RoU Standard may be required by law to conduct background checks on you from time to time. You agree to use your best endeavours to assist us in carrying out any such obligations on background check requirements.

Copyright

The images and information related to each Project belong to the independent Project Developers and/or Project Participants. For any Project supported via the UWR XPRESS, you may use the information and the images included in the online Project profile pages on the UWR Xpress marketplace or uwaterregistry.io to communicate your climate action efforts, as long as you accredit the relevant Project Developer(s) and/or Project Participants (where relevant). Any dispute in this regard will have to be settled directly between you, the Project Developer(s) and/or Project Participants, without any intervention by UWR, who shall not be held liable in any way.

Intellectual Property

We take protection of intellectual property rights very seriously. We comply with intellectual property laws and industry best practices to maintain the integrity of all our intellectual property rights. The names “The UWR RoU Standard”, “UWR RoU Standard,” “UWR XPRESS”, any other UWR RoU Standard mark, phrase, logo, patent, trademark, copyrights, software, trade secrets, design and any other intellectual property right that we have or may have in connection with the UWR XPRESS or any of our services are intellectual property of UWR RoU Standard.

You agree that UWR RoU Standard has the right to take action against you if you misuse or misappropriate our intellectual property in any way that is not permitted, false, deceptive, or misleading. Such action may include, but is not limited to, terminating your use of the UWR XPRESS, refraining you from buying any UWR RoU Standard-certified water credits in the future or taking legal action against you under the applicable law.

You also agree, represent and acknowledge that:

If you use our trademarks, or any of our intellectual property rights you will comply with the UWR RoU Standard Website and Terms and Conditions;
The UWR RoU Standard logo or any UWR RoU Standard trademarks or intellectual property rights can only be used in conjunction with a Project activity you invested in by purchasing credits and not against any activity of footprinting calculation or neutrality claims, developed by you or by any third-party which UWR RoU Standard does not take any responsibility for;
You cannot incorporate UWR RoU Standard trademarks, in whole or in part, in the name of your company, product, application, service, or website;
We shall retain all rights (including but not limited to all patent rights, trademark rights, copyrights, software, trade secrets and any other intellectual property rights) that we have or may have in connection with the UWR XPRESS and any of our services;
UWR RoU Standard has all the necessary rights and licenses in place to display the Product or Project data on the UWR XPRESS. UWR has also obtained from the Project Developers all the necessary rights to allow you to use the information and the images included in the online Project profile pages on the UWR RoU Standard Site to communicate your climate action efforts as long as you accredit the relevant Project Developer(s) and/or Project Participants (where relevant). Any other intellectual property outside of the Project Marketplace may belong to the Project Developers and/or Project Participants and such Project Developer and/or Project Participant shall retain all rights (including but not limited to all patent rights, trademark rights, copyrights, trade secrets and any other intellectual property rights) that they have or may have outside of UWR RoU Standard Project Marketplace and Registry;
Should you wish to advertise the UWR XPRESS, make use of any of its distinctive signs or imply any association with the UWR RoU Standard and/or the Projects associated with UWR RoU Standard, you will provide UWR RoU Standard with a written request for authorization and accept UWR RoU Standard’s Website Terms and Conditions online. UWR RoU Standard can reject such a request without providing any reasons for its rejection.

Termination

These Terms shall come into force according to Clause 1 above. They shall only cover and apply to the one off purchase of UWR RoU Standard-certified water credits on the UWR XPRESS you accept these Terms for. Each time you purchase UWR RoU Standard-certified water credits on the Project Marketplace you will be requested to accept the applicable up to date version of these Terms.

UWR RoU Standard may restrict you from accessing the UWR XPRESS to purchase UWR RoU Standard-certified water credits in the future and may take legal action against you under applicable law if you commit any fraudulent action or material breach of any obligation or restriction under these Terms.

Warranties and limitations of Liability

Warranty :
You represent and warrant to UWR RoU Standard that:
- You have legal capacity to enter into these Terms;
- Any and all information you provide to UWR RoU Standard is and shall be true, accurate, complete and up-to-date;
- You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to perform your obligations under these Terms and you will comply with all applicable laws and any other terms and conditions, policies and guidelines that are linked to these Terms.
You also agree, accept, understand and acknowledge:
- That UWR RoU Standard does not warrant that the use of the UWR XPRESS will be uninterrupted or error free;
- The risks and waive all rights to hold UWR RoU Standard responsible in any way, financially or otherwise, for such errors and results;
- That UWR RoU Standard does not make any specific promises or take any responsibility about: a) the availability of credits through the UWR XPRESS; b) the reliability, capability, or qualifications of any Project Developer, Project Participant, Certification Body and/or VVB, Buyer, or any user of the UWR XPRESS; or c) the information and assessments received in good faith from third parties, including but not limited to Project Developer(s) and/or Project Participants.
To the extent allowed by Indian law, UWR RoU Standard disclaims all other representations and warranties, whether express or implied.

AS BETWEEN THE PARTIES, PARTICIPANTs SHALL BE FULLY RESPONSIBLE FOR ANY DECISION TO BUY, SELL, HOLD APPROVE OR CARRY OUT ANY OTHER ACTION IN RELATION TO CREDITS AND PROJECTS VIA THE UWR XPRESS, AND NEITHER UWR, ITS AFFILIATES OR THIRD-PARTY PROVIDERS ACCEPT ANY LIABILITY FOR THE CONSEQUENCES OF SUCH DECISIONS. A REFERENCE TO A PARTICULAR CREDIT OR PROJECT, AND ANY DATA OR INFORMATION (INCLUDING EXCHANGE DATA AND PROGRAM ADMINISTRATOR DATA) PROVIDED IN RELATION TO THE SAME VIA THE UWR XPRESS OR SERVICES, IS NOT A RECOMMENDATION TO BUY, SELL, HOLD, APPROVE OR CARRY OUT ANY OTHER ACTION IN RELATION TO SUCH CREDIT OR PROJECT AND DOES NOT ADDRESS THE SUITABILITY OF THE CREDIT OR PROJECT FOR THE PARTICIPANT OR ANY OTHER PARTY.

NEITHER UWR, NOR ITS AFFILIATES GUARANTEE THE ADEQUACY, ACCURACY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF THE UWR XPRESS, SERVICES AND ANY INFORMATION OR DATA FORMING PART OF OR INCLUDED IN THE MARKETPLACE AND SERVICES, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (WHETHER IN ELECTRONIC OR OTHER FORMAT), WITH RESPECT THERETO. UWR, ITS AFFILIATES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN THE MARKETPLACE, SERVICES AND ANY INFORMATION OR DATA FORMING PART OF OR INCLUDED IN THE MARKETPLACE AND SERVICES OR ANY ELEMENT THEREOF.

SUBJECT TO UWR’S COMPLIANCE WITH ITS SPECIFIC OBLIGATIONS UNDER THESE TERMS, PARTICIPANT AGREES THAT THE PLATFORM, SERVICES AND ANY INFORMATION OR DATA FORMING PART OF OR INCLUDED IN THE UWR XPRESS AND SERVICES, ARE PROVIDED ON AN “AS IS” BASIS AND PARTICIPANT’S USE OF THE SERVICES IS AT PARTICIPANT’S OWN RISK.
Liability :

Except where otherwise provided in these Terms, and to the extent allowed by Indian law, we shall not be liable to you or any other person or third party with respect to the use of the UWR XPRESS and the sale under these Terms under negligence, strict liability or other legal or equitable theory for (a) lost revenues, lost profits, loss of business, or any incidental, indirect, exemplary, consequential, special, or punitive damages of any kind or (b) cost of procurement of substitute goods, technology or services, whether or not foreseeable.

The UWR RoU Standard will use commercially reasonable efforts to maintain security systems and procedures in accordance with Good Industry Practice that are designed to prevent unauthorized access to, misuse of, or disruption to the UWR XPRESS. However, UWR does not guarantee or warrant the security of the information in the UWR XPRESS and will not be liable for any accidental or intentional unauthorised disclosure, access or manipulation of the marketplace or any information contained therein, including but not limited to Data or Program Administrators’ Data.

To the extent allowed by Indian law, UWR RoU Standard shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever from any loss or damage in connection with the sale of UWR RoU Standard-certified water credits on the UWR XPRESS.

To the extent allowed by Indian law, our aggregate liability for all damages of any kind arising out of or relating to these Terms or its subject matter shall not exceed the amount paid by you to UWR RoU Standard for all credit purchases on the Project Marketplace based on prices listed at the time of purchase on the UWR RoU Standard Project Marketplace, in the 12 months preceding the date of the occurrence of the damage.

Indemnification

To the extent allowed by Indian law, you will defend, and indemnify and hold UWR RoU Standard and its affiliates, their respective directors, officers, employees, agents, attorneys, customers, successors or assigns harmless against all and any liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to and arising from, without limitation

Any allegation or third-party legal proceeding arising from the use of the UWR XPRESS;
Any violation of a third party’s rights misuse of the UWR XPRESS;
Any misrepresentation or breach of any representation, warranty, obligation, or covenant by you of these Terms;
Any other violation by you of these Terms; or
Any act of negligence, fraud, willful misconduct, errors or omissions committed by you or any other third-party. In such instances, UWR RoU Standard further reserves the right to independently handle all legal defense responsibilities in our sole discretion, and you further agree to cooperate with us so we can execute our legal strategy.

Governing Law, jurisdiction and Dispute Resolution

If, you have any concern regarding your use of the Project Marketplace and/or your purchase of UWR RoU Standard-certified water credits on the Project Marketplace, please let us know so we can try to resolve the issue. If we cannot, then these are the rules that will govern any dispute:

Governing Law : These Terms are governed by the laws of India, without regard to its conflict of laws rules. These laws will apply no matter where in the world you are located.
Good Faith Negotiations : We should first try to resolve the conflict through good faith negotiations. Send us a notice of the issue, and we will work with you for 30 Business Days to try to resolve it.
Arbitration : If no resolution is reached after good faith negotiations, any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity or breach shall be resolved by arbitration under the Indian Arbitration Act 1996. The seat of the arbitration shall be at Gujarat. The language of the arbitration shall be English. Existence of any dispute or difference or the initiation or continuance of the arbitral proceedings shall not postpone or delay the performance by Parties of their respective obligations under or pursuant to this Agreement.
Use of the UWR XPRESS : We may choose to suspend your right to access the Project Marketplace or any of our services service during arbitration.

Force Majeure

No party under these Terms shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

Notices

All notices under these Terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice.
Notices shall be deemed to have been duly given: a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or b) when sent, if transmitted by e-mail; or c) on the second Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or d) on the fifth Business Day following mailing, if mailed by international airmail, postage prepaid.
Any notice received on a day that is not a Business Day shall be deemed to have been received on the next Business Day.
In each case notices shall be addressed to the most recent address or e-mail address notified to the other party.

General Provisions

Here are some additional house rules to which you agree:

At all times you will provide personal data or information to UWR RoU Standard that is true and accurate;
Any intellectual property you submit to UWR RoU Standard does not violate the intellectual property rights of a third party;
You cannot assign or novate your rights or obligations under these Terms to another party without our prior written consent;
We may assign any of our rights or obligations under these Terms at our discretion;
We may change these Terms, and any other terms and conditions and/or documents referred to in these Terms from time to time. Each time you purchase UWR RoU Standard-certified water credits via the Project Marketplace you will be requested to accept the applicable up to date version of these Terms linked to all other up to date terms, policies, and guidelines. If any part of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the remaining provisions will be in full force and effect;
These Terms and any updated version of them contain the entire agreement between you and us with respect to your purchase(s) of UWR RoU Standard-certified carbon credit on the Project Marketplace;
If any part of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the remaining provisions will be in full force and effect;
Our failure to enforce any part of these Terms is not a waiver of our right to later enforce that or any other part.

Definitions

“Business Day” means any day (other than Saturday or Sunday or any public holiday) on which ordinary banks are open for their full range of normal business in India.

“Buyers” means any buyer that makes use of the UWR XPRESS interface to purchase and retire UWR RoU Standard-certified water credits or to hold the same in the buyer account.

“personal data” has the meaning given to it under all applicable data protection laws.

“Product” means any UWR RoU Standard-certified water credit, impact or statement (including without limitation RoUs, water offsets etc.

“Project” means any activity or intervention that generates a positive water impact and which has been submitted to the UWR for issuance of RoUs.

“Project Developer” means the leading individual or entity that is involved with the development of a Project that is seeking, or has achieved, certification to UWR RoU Standard certification. Project Developers can sell their UWR RoU Standard-certified water credits on the UWR XPRESS.

“UWR XPRESS” or “Project Marketplace” means the online e-commerce interface hosted by UWR RoU Standard where Project Developers and Project Participants sell their UWR RoU Standard-certified water credits to Buyers.

“Project Participant” means a supporting individual or entity that is involved with the development of a Project that is seeking, or has achieved, certification to UWR RoU Standard certification.

“Privacy Policy” means UWR RoU Standard Privacy Policy, as it may be amended from time to time.

“Retirement” a water credit is “retired” when it is purchased for specific offsetting purposes and subsequently cancelled or “retired” on the UWR RoU Standard Registry. This means that the water credit can no longer be bought or sold.

“Retirement Attribution” refers to the name of the individual or the company that the Buyer wants to show on the Retirement Certificate, so that the purchase of the UWR RoU Standard-certified water credits is attributed to a certain person or company. It does not necessarily need to be the Buyer himself.

“Retirement Certificate” means the certificate that is issued and sent to the Buyer via automatic email once the UWR RoU Standard-certified water credits are retired in the UWR RoU Standard Registry.

“Seller” means Project Developers selling UWR RoU Standard-certified water credits via the UWR RoU Standard Project Marketplace interface.

“Terms” means these terms and conditions for buying UWR RoU Standard-certified water credits via the UWR RoU Standard Project Marketplace, as they may be amended from time to time.

“VVB” means the Validation and Verification Bodies Project Developers use to audit/verify UWR RoU Standard projects through the certification process.

“Website Terms and Conditions” means the terms and conditions of UWR RoU Standard’s website, as they may be amended from time to time.

Terms & Conditions