CDSA Platform Terms of Use

Carbon Disclosure SA (Pty) Ltd, registration number 2009/023392/07, Cape Town

Published under the name of Dr Marco Lotz, Information Officer

Version 1.0, 27 September 2026. Effective date: 1 October 2026

Part A: General terms (apply to all Services)

1 About these Terms and who we are

1.1 These Platform Terms of Use (the Terms) are issued by Carbon Disclosure SA (Pty) Ltd and published under the name of Dr Marco Lotz, its Information Officer. They govern every use of the Platform and every Service, whether free or paid, together with the Schedule for the Service concerned and any Order.

1.2 Section 43(1) of the Electronic Communications and Transactions Act 25 of 2002 (ECTA) requires the following information to be made available. It is correct as at the date of these Terms:

1.3 You can view, download, save and print these Terms at any time from the link in the footer of every page of the Platform. We will keep a record of the version of the Terms you accepted and will give you a copy free of charge on request.

2 Definitions and interpretation

2.1 In these Terms the following words have the meanings given below:

(a) Authority means any government department, regulator, revenue authority, registry, standard-setting body or programme administrator, including the Department of Forestry, Fisheries and the Environment (DFFE), the South African Revenue Service (SARS), the European Commission and any national competent authority in the European Union, and Verra.

(b) Business Day means any day other than a Saturday, Sunday or public holiday in South Africa.

(c) CDSA Materials means the Platform and all software, code, algorithms, questionnaires, workflows, methodologies, calculation logic, emission factor libraries and their values, templates, report layouts, text, graphics, documentation and know-how made available by or for CDSA, and all improvements to them.

(d) Consumer means a person to whom the Consumer Protection Act 68 of 2008 (the CPA) applies in the transaction concerned, including a juristic person whose asset value or annual turnover is below the threshold determined under section 6 of the CPA (currently R2 million), and, for ECTA purposes, a natural person who enters into an electronic transaction as the end user of the Service.

(e) Customer Data means all data, documents, figures, records and other information that you, or anyone on your behalf, enter into, upload to or otherwise supply through the Platform or to CDSA for a Service.

(f) De-identified Aggregate Data means data derived from Customer Data, usage of the Platform or Outputs that has been de-identified so that it cannot reasonably be re-identified as relating to you, your facilities or any identifiable person, and that is combined with other data, including statistics, benchmarks, emission intensities, activity ratios, factors, models, trends and the results of analysis.

(g) Fees means the amounts payable for a paid Service as stated in the Order, excluding VAT unless the Order says otherwise.

(h) Free Service means any Service or part of a Service provided without charge, including the M1 questionnaire and light report.

(i) Loss means any loss, damage, liability, cost, expense (including legal costs on the attorney and own client scale), penalty, fine, interest, additional tax, levy, certificate cost or claim of any kind.

(j) Order means the online checkout, order form, quotation, proposal or invoice by which you order a paid Service and which CDSA accepts.

(k) Outputs means every report, calculation, estimate, figure, schedule, annexure, draft return or account, template, data pack, dashboard, chart, reminder, screen and export produced by or through a Service, in any format.

(l) Payment Provider means Dodo Payments or any other third-party payment service provider or merchant of record that processes payment for a Service.

(m) Platform means CDSA's websites, web applications, application programming interfaces and exports through which the Services are provided.

(n) Related Persons means CDSA's directors, officers (including Dr Marco Lotz), shareholders, employees, contractors, subcontractors, agents and successors.

(o) Review Partner means the registered tax practitioner, or firm of registered tax practitioners, named in an Order for the optional review described in Part B of Schedule M2.

(p) Service means any service provided under these Terms, including the services described in Schedule M1 (Carbon Footprint Calculator), Schedule M2 (Carbon Tax and GHG Reporting Workspace) and Schedule M3 (CBAM Installation Data Pack Service).

(q) Submission means any report, return, account, declaration, registration, application, disclosure, claim, communication or filing made to an Authority, verifier, auditor, lender, investor, customer, rating agency, standard-setter or any other third party, whether or not it uses an Output.

(r) you and your means the person who accesses the Platform or uses a Service and, where that person acts for an organisation, that organisation as well.

2.2 Headings are for convenience only. Words in the singular include the plural and the reverse. "Including" means "including without limitation". A reference to legislation includes that legislation as amended or replaced, and its regulations. The rule of interpretation that an agreement is interpreted against the party that drafted it does not apply.

3 Acceptance, capacity and authority

3.1 You accept these Terms by ticking the acceptance box, creating an account, placing an Order or using the Platform, whichever happens first. If you do not accept them, do not use the Platform.

3.2 You must be at least 18 years old and have full legal capacity. If you act for an organisation, you warrant that you are authorised to bind it, and both you and the organisation are bound. The Services are designed for business and professional use and are not intended for personal, household or domestic use.

3.3 Nothing in these Terms limits any right that a Consumer has under the CPA or ECTA that may not lawfully be excluded or limited. Where such a right applies, the relevant clause is read as limiting CDSA's liability or your rights only to the extent the law allows.

4 The Services and order of precedence

4.1 CDSA provides the Services described in the Schedules. The Schedule for a Service applies only to that Service.

4.2 If there is a conflict, the following order applies, from highest to lowest: (a) any clause of these Terms that protects CDSA from liability, including clauses 5, 6, 16, 17 and 18; (b) the Order, but only for its commercial terms such as scope, quantity, price and dates; (c) the relevant Schedule; (d) the rest of these Terms. No term in any purchase order or document you issue applies, even if CDSA signs or accepts it, unless a director of CDSA agrees in writing that it varies these Terms.

5 Best-effort basis

5.1 CDSA provides every Service on a best-effort basis. This means CDSA will apply reasonable skill and care, but CDSA does not guarantee any result, outcome, accuracy level, turnaround time, availability or acceptance of any Output by any Authority or third party.

5.2 Carbon accounting, carbon tax and carbon border adjustment rules are complex, change often and are open to differing interpretations. Methodologies, emission factors, default values, allowances, thresholds, deadlines and administrative practice may change without notice. CDSA will try to keep the Services current but does not warrant that they reflect the latest law, guidance or practice at any given time.

5.3 Any time, date or delivery period CDSA gives is an estimate. A delay does not entitle you to cancel or claim damages unless the Schedule expressly says so or the law requires it.

6 Nature of the Outputs: indicative only, not advice, not assurance, not verification

6.1 All Outputs are indicative estimates generated from the Customer Data and the assumptions, simplifications, default values and emission factors built into the Services. They may contain errors and are subject to material uncertainty, especially for Scope 3 emissions and any spend-based or proxy estimate.

6.2 Unless a Schedule or an Order expressly and specifically says otherwise, no Output and no communication from CDSA is:

(a) legal, tax, accounting, financial, investment or engineering advice, or advice on the application of any tax Act or any customs and excise legislation;

(b) an audit, review or assurance engagement under any assurance standard, including ISAE 3000 and ISAE 3410, or a limited or reasonable assurance opinion;

(c) a validation or verification under any greenhouse gas programme, the EU Carbon Border Adjustment Mechanism, Verra, the Science Based Targets initiative or any other scheme;

(d) a statement that any Submission is complete, correct, compliant or will be accepted; or

(e) a report on which any person other than you may rely.

6.3 CDSA is not a registered tax practitioner, a registered auditor, an accredited verifier, a customs or excise agent, an authorised CBAM declarant or a financial services provider, and does not act in any of those capacities. Where the Services refer to law, standards or guidance, they do so only to explain how the software works.

6.4 The terms "IFRS S2-aligned", "SAGERS-ready", "DA 180 schedule", "verifier-ready" and similar descriptions mean only that an Output is structured to follow the headings or data fields of the named standard, system or form. They do not mean that the Output, or any Submission based on it, complies with that standard, system or form.

6.5 You must not describe any Output to any third party as advice, assurance, verification or certification by CDSA or Dr Marco Lotz, and must not use CDSA's or Dr Lotz's name in any Submission, disclosure or marketing claim without CDSA's prior written consent.

7 Your responsibilities

7.1 You are solely responsible for the completeness, accuracy, currency and lawfulness of all Customer Data, and for the choices you make in the Services, including the selection of boundaries, activities, factors, allowances and options. CDSA does not check Customer Data unless a Schedule expressly says so, and even then only on a best-effort, sample basis.

7.2 You are solely responsible for every Submission, including deciding whether to make it, its content, its timing, and its submission through the correct channel by the correct deadline. You must review every Output before relying on it, and you must obtain your own independent professional advice (legal, tax, audit or technical) where the matter is material to you.

7.3 You must keep your own complete records as the law requires, independently of the Platform. The Platform is not a statutory record-keeping system.

7.4 You warrant that you have every right, licence and consent needed to supply the Customer Data to CDSA and for CDSA to use it as these Terms allow, including under the Protection of Personal Information Act 4 of 2013 (POPIA) and any confidentiality obligation to a third party.

7.5 You must not rely on the Platform as your only copy of any information. Export and keep copies of your Customer Data and Outputs regularly.

8 Accounts and security

8.1 You must give accurate registration details and keep them up to date. You are responsible for all activity under your account and for keeping your log-in details confidential. Tell CDSA immediately at the email in clause 1 if you suspect unauthorised use.

8.2 You must never give CDSA your log-in details for SAGERS, SARS eFiling, the Verra Registry, the EU CBAM Registry or any other Authority system. CDSA will never ask for them.

9 Acceptable use

9.1 You must not, and must not allow anyone else to:

(a) copy, extract, scrape, reverse engineer, decompile or attempt to derive the source code, calculation logic or emission factor values of the Platform, or use automated means to access it, except through an interface CDSA provides for that purpose;

(b) use the Services or Outputs to build, train, benchmark or improve a competing product or any machine learning model;

(c) resell, sub-license, rent or provide the Services to third parties, or use them as a bureau, except as a Schedule or an Order expressly permits;

(d) upload anything unlawful, infringing, malicious or containing malware, or any special personal information or personal information of children;

(e) interfere with the security or operation of the Platform or probe it for vulnerabilities without CDSA's written consent; or

(f) use the Services or Outputs for any false, misleading or unlawful purpose, including a misleading environmental claim or the evasion of any tax or levy.

10 Fees, payment, taxes and refunds

10.1 Prices are shown on the Platform or in the Order. Prices shown to Consumers include VAT. Business prices exclude VAT unless stated otherwise.

10.2 Before you place an Order online, the Platform will show you a summary of the Service, the price and the payment terms, and let you review the whole transaction, correct any mistakes and withdraw before you pay, as section 43(2) of ECTA requires.

10.3 Some digital Services are sold through a Payment Provider acting as merchant of record or reseller. In that case the Payment Provider is the seller of record for the payment transaction, its own buyer terms govern payment, billing, sales taxes, chargebacks and refunds, and it may issue the invoice or receipt. CDSA remains the provider of the Service and these Terms govern your use of it. Other Services, including carbon credits and Services under Schedule M3, may be invoiced directly by CDSA and paid by electronic funds transfer or through a South African payment provider named in the Order.

10.4 Unless the Order says otherwise, Fees are payable in advance and in South African rand. Invoices issued directly by CDSA are payable within seven days of the invoice date. CDSA may charge interest on overdue amounts at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, and may suspend the Service under clause 19.

10.5 All Fees are non-refundable once the Service has been supplied or has started at your request, except where these Terms, the Schedule or non-excludable law (including section 44 of ECTA or sections 54 to 56 of the CPA, where they apply) provide otherwise. Where a refund is due, CDSA may pay it through the Payment Provider or channel you used to pay.

10.6 You must contact CDSA before initiating any chargeback or payment dispute, so that CDSA can try to resolve the issue.

11 Duration, renewal, cancellation and cooling-off

11.1 Free Services continue until either you or CDSA stops them. Paid Services continue for the period stated in the Order and the Schedule.

11.2 Subscriptions and annual licences renew automatically for successive periods of the same length unless you cancel before the renewal date through the Platform or by email to CDSA. CDSA will remind you by email at least 30 days before each renewal and will tell you of any change in price at least 60 days before it takes effect.

11.3 If you are a natural person entering into an electronic transaction as the end user, section 44 of ECTA may allow you to cancel within seven days without reason or penalty. By asking CDSA to start a Service, generate a report or release a download immediately, you consent to the Service beginning before the end of the seven-day period. Under section 42(2) of ECTA, section 44 does not apply to services that began with your consent before the end of that period, or to goods made to your specifications or clearly personalised. Nothing in this clause excludes any right that section 48 of ECTA protects.

11.4 Where section 14 of the CPA applies to a fixed-term agreement with you, you may cancel on 20 Business Days' written notice, and CDSA may charge a reasonable cancellation penalty as that section and its regulations allow.

12 Intellectual property and data

12.1 CDSA or its licensors own all intellectual property in the CDSA Materials and the Outputs, including copyright in computer-generated works, for which CDSA is the person by whom the arrangements necessary for their creation were undertaken under the Copyright Act 98 of 1978. Nothing in these Terms transfers any of that intellectual property to you.

12.2 Subject to payment of any Fees due, CDSA grants you a non-exclusive, non-transferable, revocable licence, for the term stated in the Schedule, to use the Platform, and a non-exclusive, perpetual licence to use, copy and adapt the Outputs issued to you, in each case only for your own internal business purposes and your own Submissions. You may share an Output with your auditors, verifiers, advisers, lenders and Authorities for those purposes, provided that the disclaimer printed on it is not removed or changed.

12.3 You keep ownership of your Customer Data. You grant CDSA and its Related Persons a non-exclusive, royalty-free, worldwide, perpetual and irrevocable licence to host, copy, process, analyse and adapt the Customer Data (a) to provide, secure, support and improve the Services, and (b) to create De-identified Aggregate Data.

12.4 All De-identified Aggregate Data, and all intellectual property in it, including in any compilation, table, database, benchmark, factor, model or analysis made from it, belongs to CDSA from the moment it is created, and you cede and assign to CDSA any rights you may have in it. CDSA may use, publish, license and commercialise De-identified Aggregate Data for any purpose, during and after the term of these Terms, without payment to you. CDSA will not publish or disclose Customer Data in a form that identifies you or your facilities without your consent, except as clause 13 allows.

12.5 If you give CDSA suggestions or feedback, CDSA may use them freely and owns any improvement made from them.

12.6 The emission factor values, calculation logic and methodology notes in the Platform are CDSA's confidential information and trade secrets. The Platform may show results without showing the factor values used, and you are not entitled to receive the factor values unless a Schedule or an Order says so.

13 Confidentiality

13.1 Each party must keep the other party's confidential information confidential and use it only for purposes of these Terms. Customer Data that identifies you is your confidential information. The CDSA Materials, Fees and the terms of any Order are CDSA's confidential information.

13.2 This clause does not apply to information that is or becomes public other than through a breach of these Terms, was lawfully known to the receiving party beforehand, or is independently developed. A party may disclose confidential information to its Related Persons, professional advisers, insurers, Payment Providers, hosting and software providers and, for you, your Review Partner, verifier or declarant, on a need-to-know basis and under a duty of confidence, and wherever the law, a court or an Authority requires disclosure.

14 Privacy and security

14.1 CDSA processes personal information, including information relating to juristic persons, as a responsible party under POPIA and as described in the CDSA Privacy Notice, which forms part of these Terms.

14.2 CDSA uses hosting, email, payment and software providers, some of which store or process data outside South Africa. You consent to that transfer on the basis described in the CDSA Privacy Notice.

14.3 CDSA applies reasonable technical and organisational security measures, but no online service is completely secure. Subject to clause 17, CDSA is not liable for unauthorised access that happens despite those measures.

15 Third-party services and Authority systems

15.1 The Services may link to, rely on or produce files for third-party services and Authority systems, including SAGERS, SARS eFiling, the Verra Registry, the EU CBAM Registry and the Payment Providers. CDSA does not control them and is not responsible for their availability, changes, rejections, errors, fees or terms.

15.2 Emission factors, default values, grid factors, exchange rates and similar data published by Authorities or third parties are used as published. CDSA is not responsible for errors in, or changes to, that data.

16 No warranties

16.1 To the fullest extent the law allows, the Platform, the Services and the Outputs are provided "as is" and "as available". CDSA gives no warranty, representation or guarantee, whether express, implied or tacit, including any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or freedom from latent or patent defects. All common law warranties against latent defects (the actio redhibitoria and actio quanti minoris) are excluded.

16.2 In particular, CDSA gives no warranty that any Output is fit to be filed, submitted or disclosed, or that any Submission based on an Output will be accepted by any Authority, verifier, auditor, lender, customer or standard-setter.

16.3 Where you are a Consumer, CDSA offers each Output expressly as an indicative estimate in the condition described in clause 6 and the Schedule, as contemplated in section 55(6) of the CPA, and your non-excludable rights under sections 54 to 56 of the CPA are not affected.

17 Limitation of liability

17.1 Nothing in these Terms limits or excludes liability for (a) fraud or fraudulent misrepresentation, (b) intentional wrongdoing, (c) gross negligence of CDSA or any person acting for or controlled by CDSA, where the CPA applies to the transaction or where a court finds that such liability may not lawfully be excluded, or (d) any other liability that cannot lawfully be limited or excluded.

17.2 Subject to clause 17.1, CDSA and its Related Persons are not liable to you or anyone claiming through you for any of the following, however it arises, including through negligence:

(a) indirect, consequential, special or punitive loss;

(b) loss of profit, revenue, turnover, business, contracts, customers, goodwill, reputation or anticipated savings;

(c) loss or corruption of data, except to restore it from CDSA's latest available backup;

(d) any tax, carbon tax, levy, penalty (including an understatement or administrative non-compliance penalty), interest, fine, additional tax, CBAM certificate cost, default-value mark-up or surrender shortfall imposed on you, and any Loss arising from an Authority's assessment, audit, rejection or query;

(e) any Loss arising from a Submission, from your reliance on an Output, from Customer Data that is incomplete or inaccurate, or from your failure to meet a deadline;

(f) the cost of re-performing work, re-verification, or engaging auditors, verifiers or other advisers; or

(g) any Loss caused by an Authority system, a Payment Provider or any other third party, or by an event under clause 22.

17.3 Subject to clause 17.1, the total aggregate liability of CDSA and all its Related Persons together, arising out of or in connection with these Terms, any Order and any Service, whether in contract, delict, under statute or otherwise, including through negligence, is limited as follows:

(a) for Free Services: nil (zero rand); and

(b) for a paid Service: the Fees actually paid by you to CDSA (excluding VAT) for that Service during the 12 months immediately before the event that first gave rise to the liability, or, for carbon credits, the price paid for the carbon credits concerned.

17.4 Subject to clause 17.1 and to your non-excludable rights as a Consumer, your sole and exclusive remedy for any defect in a paid Service or Output is, at CDSA's option, the correction or re-performance of the defective part, or a refund of the Fees paid for the defective part.

17.5 No Related Person, including Dr Marco Lotz, has any personal liability to you in connection with the Services. You agree not to bring any claim against a Related Person personally. CDSA contracts on its own behalf and for the benefit of each Related Person, and each Related Person may accept this benefit at any time, including after a claim arises.

17.6 Any claim must be notified to CDSA in writing, with reasonable details, within 12 months after you became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which CDSA is released from that claim, to the extent the law allows.

17.7 CDSA's liability is reduced to the extent that you, your Customer Data or any third party caused or contributed to the Loss.

17.8 You acknowledge that the Fees reflect the allocation of risk in these Terms, that the Free Services are offered only on the basis of this clause, and that you should obtain your own insurance and professional advice if you need more protection.

18 Your indemnity

18.1 You indemnify and hold harmless CDSA and its Related Persons against all Loss suffered or incurred by any of them arising from or in connection with (a) the Customer Data, including any claim that it infringes a third party's rights or was supplied in breach of POPIA or a duty of confidence; (b) any Submission; (c) any use of or reliance on an Output by you or by any third party to whom you gave it; (d) your breach of these Terms; and (e) any claim by an Authority, verifier, declarant, lender, customer or other third party relating to your use of the Services. This indemnity does not apply to Loss caused by CDSA's fraud, intentional wrongdoing or gross negligence.

19 Suspension

19.1 CDSA may suspend or restrict your access to all or part of the Services immediately, with or without notice, if (a) any amount is overdue; (b) CDSA reasonably believes you have breached these Terms or are using the Services unlawfully or fraudulently; (c) suspension is needed to protect the security or integrity of the Platform or other users; or (d) the law, a court or an Authority requires it. CDSA will restore access once the cause has been resolved.

19.2 You acknowledge that suspension close to a statutory deadline may affect your ability to prepare a Submission. Subject to clause 17.1, CDSA is not liable for any Loss caused by a suspension made in good faith under this clause.

20 Termination

20.1 You may stop using a Free Service at any time. You may terminate a paid Service with effect from the end of its current term by cancelling before the renewal date.

20.2 CDSA may withdraw any Free Service at any time. CDSA may terminate any paid Service for convenience on 30 days' written notice, in which case it will refund the unused part of any Fees paid in advance for that Service.

20.3 Either party may terminate a paid Service by written notice if the other party (a) commits a material breach and fails to remedy it within 10 Business Days of written notice, or (b) is placed in liquidation, business rescue or under judicial management, or makes a compromise with its creditors. CDSA may also terminate immediately if you breach clause 9.

20.4 On termination for any reason: your licence to use the Platform ends; all amounts owed become immediately payable; for 30 days you may export your Customer Data and Outputs, after which CDSA may delete them in line with the CDSA Privacy Notice; and clauses 6, 7, 12, 13, 16, 17, 18, 24, 25 and any other clause that by its nature should survive, remain in force.

21 Changes to the Services and to these Terms

21.1 CDSA may change the Services at any time, including their features, methodologies, factor libraries and calculation logic, to keep them current with law and practice or to improve them.

21.2 CDSA may change these Terms by publishing a new version on the Platform. For a material change, CDSA will notify registered users by email at least 20 Business Days before it takes effect, unless a faster change is required by law or for security. For a paid Service already in its current term, a change that is materially adverse to you applies only from the next renewal, unless you agree earlier.

21.3 If a change to a paid Service during its current term is materially adverse to you, you may terminate that Service by notice within 20 Business Days of being notified, and CDSA will refund the unused part of any Fees paid in advance for it. This refund is your sole remedy for such a change.

22 Force majeure

22.1 CDSA is not liable for any failure or delay caused by an event beyond its reasonable control, including load shedding or other electricity supply interruptions, failure of internet, hosting or cloud services, failure or unavailability of an Authority system, cyber attack, change in law, act of government, strike, pandemic, fire, flood or civil unrest.

23 Notices and chosen address

23.1 CDSA chooses the physical address in clause 1 as its address for the service of legal documents (its domicilium citandi et executandi), and the email address in clause 1 for notices. You choose the physical and email addresses in your account or Order.

23.2 Notices may be sent by email, and an email is treated as received on the Business Day after it is sent unless the sender receives a delivery failure message. This does not prevent service of legal process in any manner the law allows. Section 13 of ECTA applies to any electronic signature or acceptance.

24 Disputes, governing law and jurisdiction

24.1 If a dispute arises, either party may notify the other in writing and senior representatives of both parties will try in good faith to resolve it within 20 Business Days. If it is not resolved, the parties may agree to refer it to mediation before either of them starts litigation. This clause does not prevent either party from seeking urgent relief from a court.

24.2 These Terms, every Order and every Service are governed by the law of the Republic of South Africa, without regard to its conflict of law rules.

24.3 Subject to clause 24.4, you and CDSA consent to the exclusive jurisdiction of the Western Cape Division of the High Court of South Africa, Cape Town. CDSA may instead, at its option, institute proceedings in any Magistrates' Court having jurisdiction, and you consent to that court's jurisdiction under section 45 of the Magistrates' Courts Act 32 of 1944, even if the amount claimed exceeds its ordinary jurisdiction.

24.4 Nothing in this clause limits a Consumer's right to approach a court of competent jurisdiction, the National Consumer Commission, the National Consumer Tribunal, an accredited industry ombud or a consumer court, as the CPA allows.

25 General

25.1 These Terms, the CDSA Privacy Notice, the Schedules and any Order are the whole agreement between you and CDSA about the Services. You have not relied on any statement, representation or promise that is not written in them.

25.2 Each clause and part of a clause is separate and severable. If any of them is found unlawful, unenforceable or unfair, it is severed or read down only to the extent needed, and the rest remains in force. In particular, if a limitation in clause 17 is found unenforceable in any case, the other limitations still apply and the highest lawful limit applies in its place.

25.3 No indulgence, extension or failure to enforce a right is a waiver of that right.

25.4 You may not cede, assign or delegate your rights or obligations without CDSA's prior written consent. CDSA may cede and assign its rights and obligations to a successor to its business, and may use subcontractors and software providers, including tools that use artificial intelligence, to deliver the Services while remaining responsible to you in accordance with these Terms.

25.5 These Terms are written in English. Any translation is for convenience only.

Schedule M1: Carbon Footprint Calculator

This Schedule applies to the Carbon Footprint Calculator at calc.carbondisclosuresa.co.za, in addition to Part A. Part A, including the limitation of liability in clause 17, applies in full.

M1.1 The Service

M1.1.1 The Carbon Footprint Calculator is an online, guided questionnaire that estimates an organisation's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions in a structure that follows the metric categories of IFRS S2 Climate-related Disclosures and the GHG Protocol Corporate Standard.

M1.1.2 It has two tiers: (a) a free tier, which produces a light report; and (b) a paid self-serve report, priced from R2,500 to R4,500 per report depending on the tier shown at checkout, which provides a more detailed automatically generated report. No person at CDSA reviews a paid self-serve report unless the Order expressly includes a review.

M1.2 Nature of the results

M1.2.1 The results are screening-level, indicative estimates. They use default assumptions, proxies and spend-based estimates where you do not supply activity data, and South African or international emission factors that CDSA selects. The results can differ materially from a full inventory prepared by a qualified practitioner.

M1.2.2 A report produced by the Calculator is not an IFRS S2 disclosure, a GHG Protocol-compliant inventory, a carbon tax computation, a SAGERS submission or a verified or assured statement. If you use any result in an annual report, sustainability report, tender, loan application, customer questionnaire or public claim, you do so at your own risk and must obtain independent review.

M1.2.3 You must not use a result to support a claim that a product, activity or organisation is "carbon neutral", "net zero", "climate positive" or similar unless that claim has been independently substantiated.

M1.3 Free tier

M1.3.1 The free tier is provided without charge, without any service level and without any commitment to continue. CDSA's liability for the free tier is nil, as clause 17 of the Terms provides.

M1.4 Paid self-serve report

M1.4.1 The paid report is generated automatically as soon as payment is confirmed. By paying, you ask CDSA to generate and release the report immediately, and you acknowledge that the report is made to your specifications from your Customer Data (clause 11.3 of the Terms).

M1.4.2 If a paid report is not delivered, or does not correctly reflect the Customer Data you entered because of a fault in the Platform, tell CDSA within 14 days of purchase. CDSA will correct and reissue the report or, if it cannot do so within 10 Business Days, refund the price. That is your sole remedy, subject to clause 17.1 of the Terms and any non-excludable Consumer right.

M1.4.3 Refund requests for purchases made through a Payment Provider may also be subject to that provider's refund process (clause 10.3 of the Terms).

M1.5 Data

M1.5.1 CDSA keeps your questionnaire answers in your account so that you can return to them, and uses Customer Data as clause 12 of the Terms allows, including to create De-identified Aggregate Data such as sector benchmarks.

Schedule M2: Carbon Tax and GHG Reporting Workspace

This Schedule applies to the Carbon Tax and GHG Reporting Workspace, the optional review and any carbon credits CDSA supplies, in addition to Part A. In this Schedule, "licensee" means you.

Part A: Workspace licence

M2.1 The Service

M2.1.1 The Carbon Tax and GHG Reporting Workspace is self-serve software licensed annually. Depending on the tier in the Order, it helps the licensee to:

(a) compile a greenhouse gas inventory in a format intended to follow the National Greenhouse Gas Emission Reporting Regulations and the South African Greenhouse Gas Emissions Reporting System (SAGERS);

(b) estimate its carbon tax liability under the Carbon Tax Act 15 of 2019, including the allowances and offset allowance as the software applies them to the licensee's own inputs and elections;

(c) prepare draft schedules and working papers for the Environmental Levy Account for Carbon Tax (form DA 180) and related records;

(d) receive deadline reminders; and

(e) keep an audit trail of changes made in the workspace.

M2.1.2 The licence is for the tier, the number of facilities and the number of users in the Order, for 12 months from the start date, and renews under clause 11 of the Terms. Annual licence fees range from R24,000 to R60,000 (excluding VAT) depending on tier, with fees for additional facilities as stated in the Order.

M2.2 Strictly self-serve: the licensee prepares and submits

M2.2.1 The licensee, not CDSA, is the reporting data provider under the reporting regulations and the person liable for carbon tax. The licensee completes, reviews, approves and submits every report, account, return and payment itself, through SAGERS, SARS eFiling or any other required channel.

M2.2.2 CDSA does not submit anything to DFFE, SARS or any other Authority, does not act as the licensee's agent, representative, registered agent or tax practitioner, and does not access any Authority system for the licensee.

M2.2.3 The workspace applies CDSA's reading of published legislation, regulations, methodological guidelines and SARS forms to the data and elections the licensee enters. It does not advise the licensee on how any tax Act or customs and excise legislation applies to its particular facts. Any explanatory text in the workspace is general information, incidental to the software licence.

M2.2.4 Carbon tax is administered as an environmental levy under the Customs and Excise Act 91 of 1964. Rates, allowances, offset limits, carbon budgets, emission factors, thresholds and forms change. CDSA will update the workspace on a best-effort basis, but the licensee must confirm the current rules before each Submission.

M2.3 Deadlines and records

M2.3.1 Deadline reminders are a courtesy only. The licensee remains solely responsible for meeting every statutory deadline, including SAGERS reporting and the SARS carbon tax account and payment deadlines, and for renewing any licence or registration.

M2.3.2 The audit trail and exports do not replace the records the licensee must keep under the reporting regulations, the Customs and Excise Act or any other law. The licensee must keep its own copies.

M2.3.3 CDSA aims to keep the workspace available but gives no service level. Demand may be high close to statutory deadlines, so the licensee should complete its work well in advance.

Part B: Optional review by a registered tax practitioner

M2.4 Optional review

M2.4.1 If the Order includes it, a Review Partner, being a tax practitioner registered with SARS under section 240 of the Tax Administration Act 28 of 2011, or persons working under that practitioner's direct supervision, will carry out a limited review of the draft carbon tax computation and DA 180 working papers the licensee has prepared in the workspace, based only on the information the licensee provides.

M2.4.2 The review is not an audit, an assurance engagement or a verification. It does not include preparing or submitting any return or account, which the licensee still approves and submits itself. The scope, the review report and any limitations are those stated in the Review Partner's engagement letter, which the licensee must accept before the review starts and which governs the review.

M2.4.3 The Review Partner contracts directly with the licensee and is solely responsible for the review. CDSA only provides the workspace and passes the licensee's data to the Review Partner at the licensee's request, and has no liability for the review.

M2.4.4 The licensee authorises CDSA to share its Customer Data with the Review Partner for the review.

Part C: Carbon credits supplied by CDSA

M2.5 Carbon credits

M2.5.1 CDSA may offer Verified Carbon Units issued by Verra under the Verified Carbon Standard for CDSA's grouped solar project (Verra project ID 4799) (CDSA Credits) for purchase through the workspace. Each purchase is a separate Order stating the quantity, vintage, price per tonne of carbon dioxide equivalent and delivery method, and is paid by electronic funds transfer or through a South African payment provider, not through a digital merchant of record.

M2.5.2 Once cleared funds are received, CDSA will, as the Order states, either retire the CDSA Credits in the Verra Registry for the licensee's benefit, with the retirement details naming the licensee and the stated purpose, or transfer them to the licensee's registry account. CDSA aims to do this within 10 Business Days. Ownership and risk pass to the licensee on retirement or transfer.

M2.5.3 CDSA warrants only that, at the time of retirement or transfer, CDSA holds the CDSA Credits free of any encumbrance and that they have not previously been retired or transferred to anyone else.

M2.5.4 CDSA does not warrant that the CDSA Credits will qualify for the carbon offset allowance, that DFFE will list the project or issue any certificate under the Carbon Offsets Regulations, or that SARS will allow any deduction, unless the Order expressly states that a specific approval has already been obtained. The licensee is responsible for registering, claiming and substantiating any offset allowance within the applicable limits, and for making no double claim.

M2.5.5 Retirement and transfer cannot be reversed. No refund is available after retirement or transfer. If Verra cancels or invalidates delivered CDSA Credits because of CDSA's breach of the warranty in clause M2.5.3, CDSA will, at its option, replace them with an equivalent quantity of credits or refund the price paid for them, which is the licensee's sole remedy. CDSA's total liability for CDSA Credits is limited to the price paid for the credits concerned.

M2.5.6 CDSA Credits are sold for retirement or compliance use, not as an investment, and CDSA gives no advice on their value. If a change in law, including any regulation of carbon credits as financial instruments or under exchange control rules, requires it, CDSA may suspend sales or cancel an unfulfilled Order and refund any amount paid for it.

Schedule M3: CBAM Installation Data Pack Service

This Schedule applies to the CBAM installation data pack service, in addition to Part A and the Order.

M3.1 The Service

M3.1.1 CDSA prepares, for an exporting installation, a data pack intended to help the installation's operator give emissions information to European Union importers and authorised CBAM declarants under Regulation (EU) 2023/956 establishing a carbon border adjustment mechanism (CBAM) and its implementing and delegated acts. The Order sets the scope, which may include a draft monitoring methodology document, calculations of embedded emissions by goods category and CN code, a completed operator communication template, a file organised for an accredited verifier, and periodic updates.

M3.1.2 The Service involves work by people as well as software. It is delivered on a best-effort basis within the scope and assumptions in the Order. Work outside that scope is charged at the rates in the Order.

M3.2 CDSA is preparer only, never verifier

M3.2.1 CDSA acts only as a preparer of information. CDSA is not, and will not act as, an accredited CBAM verifier. No part of a data pack is a verification, verification opinion or verification report, and CDSA will not sign any verification statement.

M3.2.2 Verification must be carried out by an independent verifier accredited under the CBAM rules and engaged by the operator or its declarant at their cost. CDSA is not an authorised CBAM declarant or customs representative and does not submit anything to the CBAM Registry or any Authority.

M3.3 Your obligations

M3.3.1 You must give CDSA timely access to complete and accurate data, meter and laboratory records, production and sales records, invoices, process descriptions, site information and competent personnel, and must approve each data pack in writing before it is released to any third party.

M3.3.2 Where a site visit is required, you are responsible for site access, induction and the health and safety of everyone on site, in accordance with the Occupational Health and Safety Act 85 of 1993.

M3.3.3 Timetables depend on your data. CDSA is not responsible for delay caused by late, incomplete or inaccurate information, or by changes in the CBAM rules.

M3.4 Changing EU rules and third-party acceptance

M3.4.1 The CBAM rules, default values, benchmarks and procedures are new and continue to change. CDSA does not warrant that a data pack will be accepted by any importer, declarant, verifier, national competent authority or the European Commission, or that actual emissions will be accepted in place of default values.

M3.4.2 Subject to clause 17.1 of the Terms, CDSA is not liable for any CBAM certificate cost, penalty, default-value mark-up, loss of sales or customers, contract claim by an importer, or any deduction for carbon price paid that is refused.

M3.4.3 Any evidence of South African carbon tax paid that is included in a data pack is prepared from your records. You remain responsible for its correctness.

M3.5 Fees, acceptance and liability

M3.5.1 Fees consist of the set-up fee and any annual or periodic fee stated in the Order, plus approved travel and out-of-pocket costs. Unless the Order says otherwise, 50% of the set-up fee is payable on acceptance of the Order and the balance on delivery of the first data pack, and periodic fees are payable in advance.

M3.5.2 Each deliverable is treated as accepted 10 Business Days after delivery unless you give CDSA written notice within that period identifying a material non-conformity with the Order. CDSA will then correct the non-conformity on a best-effort basis.

M3.5.3 CDSA's total liability for this Service is limited to the Fees you actually paid for it during the 12 months immediately before the event that first gave rise to the liability, as clause 17 of the Terms provides.

M3.6 Sharing with declarants and verifiers

M3.6.1 CDSA will share a data pack with your importers, declarants or verifiers only on your written instruction. You are responsible for ensuring that each recipient understands that the data pack is your information, prepared on your instructions, and that CDSA owes the recipient no duty of care. Your indemnity in clause 18 of the Terms covers any claim by a recipient.

End of the CDSA Platform Terms of Use, version 1.0. Carbon Disclosure SA (Pty) Ltd, 2009/023392/07. Published under the name of Dr Marco Lotz, Information Officer.