Terms of Service for Carbon Project Advisory and Consultancy

1. Scope of Services

FG Capital Advisors Ltd ("FGCA") provides carbon project advisory and consultancy services, supporting clients through all phases of carbon project development, from inception to the issuance of carbon credits.

Our services include:

• Project Assessment & Feasibility Study: Evaluating the project's viability and alignment with carbon credit standards.
• Methodology Selection: Identifying the appropriate carbon credit methodology based on the project's specifics.
• Baseline Studies & Monitoring Plans: Developing baseline studies and monitoring plans to measure and report carbon reduction outcomes.
• Project Design Documentation (PDD) Preparation: Preparing documentation covering all technical, environmental, and social aspects of the project.
• Validation & Verification: Coordinating with third-party auditors for project validation and verification.
• Registration with Carbon Standard: Managing the registration process to ensure eligibility for carbon credits.
• Issuance of Carbon Credits: Overseeing the process to secure the issuance of carbon credits.

FGCA also provides optional services for the sale and marketing of issued carbon credits.

2. Timelines & Payment

Timelines for each phase are project-specific and depend on various factors, including the project's characteristics, development stage, and chosen carbon standard. Estimated timelines will be provided but are subject to change.

• Consultation Fees: Consultations are billed at USD 300 per hour. Consultations can be booked here.
• Retainers: Retainers will be billed based on the specific requirements of each project, with costs varying according to the project's unique characteristics. Clients should anticipate retainer fees ranging from USD 25,000 to over USD 500,000 for standard project development services. FGCA manages all vendors and service providers necessary to bring the project to completion. However, any operational expenses (OPEX), including the purchase of equipment such as solar panels or other machinery required for project implementation, will be the client's responsibility. FGCA's role is limited to providing advisory services. However, if the client requires project finance advisory, this will be arranged separately. FGCA is fully qualified to provide such services, and if necessary, we can also bring in specialized law firms and investment banks to support the client's needs.

3. Qualified Personnel and Subcontracting

FGCA ensures the engagement of qualified personnel and subcontractors with the expertise necessary to perform the scope of work. Clients may provide input on the selection of consultants for their project. If requested, FGCA will assign alternative qualified personnel.

4. Retainer and Fees

FGCA requires a non-refundable retainer for engagement. The retainer amount is determined by the project's scope and complexity and will be outlined in the engagement letter. For projects exceeding USD 200,000, FGCA will secure Errors and Omissions (E&O) insurance to protect the client's interests. A portion of the E&O insurance cost is included in the retainer.

5. Dispute Resolution

Disputes will be resolved through arbitration in the following courts:

• United Kingdom: London Court of International Arbitration (LCIA) for clients based in the UK or Europe.
• United States: American Arbitration Association (AAA) for clients based in the US or other regions.

The applicable arbitration court will be determined by the client's primary place of business.

6. Choice of Entity

Services are provided by FG Capital through either (i) FG Capital Advisors Ltd, registered in the United Kingdom (Registration Number: 11215222), or (ii) SQ IXS Capital Management LLC, registered in Delaware, United States (State Registration Number: SR20204351584, File Number: 7981509). The choice of entity depends on specific circumstances and regulatory requirements.

7. Limitation of Liability

FGCA’s liability is limited to the fees paid for the specific engagement. FGCA is not liable for any indirect, incidental, or consequential damages related to the services provided. This limitation of liability is further reinforced by the indemnification clause mentioned in Clause 11.

8. Governing Law

This agreement and any disputes arising from it will be governed by the laws of the jurisdiction where the client’s primary place of business is located, unless otherwise agreed in writing.

9. Modification of Terms

FGCA may modify these Terms of Service at any time. Modifications will be communicated in writing and will take effect upon the client’s acceptance or continued engagement of FGCA’s services.

11. Indemnification

The client agrees to indemnify and hold harmless FGCA, its affiliates, employees, agents, and subcontractors from any claims, liabilities, damages, or expenses (including reasonable attorney's fees) arising out of or related to (i) the client's breach of any obligations under this agreement, (ii) any act or omission by the client in connection with the project, and (iii) any third-party claims related to the client's use or implementation of FGCA's advisory services.

12. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the course of the engagement. FGCA will not disclose any confidential information to third parties without the client's prior written consent, except as required by law or necessary to perform the services outlined in this agreement. However, FGCA and its consultants may, with prior written consent from the client, use the work performed under this agreement to advertise their services. This may include, but is not limited to, the following channels: press releases, case studies, social media, live events, industry conferences, webinars, marketing materials, and other promotional activities. This confidentiality obligation will survive the termination of this agreement.

13. Intellectual Property Rights

All intellectual property created by FGCA during the course of providing services, including but not limited to reports, studies, methodologies, and other deliverables, shall remain the exclusive property of FGCA. The client is granted a limited, non-transferable license to use such intellectual property solely for the purposes of the specific project for which it was developed. The client may not distribute, sell, or otherwise use the intellectual property beyond the scope of the project without FGCA's prior written consent.

14. Termination

Either party may terminate this agreement by providing 30 days' written notice to the other party. Upon termination, the client will be responsible for payment of all services rendered and expenses incurred up to the date of termination. FGCA reserves the right to retain all materials and work product until full payment is received. Termination does not affect any rights or obligations that have accrued prior to termination.

15. Force Majeure

FGCA shall not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, or governmental actions. In the event of a force majeure, FGCA will promptly notify the client and take all reasonable steps to mitigate the impact on the project.

16. Severability

If any provision of this agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision will be modified to the extent necessary to make it valid and enforceable, consistent with the original intent of the parties.

17. Entire Agreement

This agreement constitutes the entire understanding between FGCA and the client regarding the services provided and supersedes all prior agreements, discussions, or understandings, whether written or oral. Any amendments or modifications to this agreement must be made in writing and signed by both parties to be effective.