Climate Contract Playbook Edition 3
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2.1.4
measure and calculate its Projected Total Emissions and Actual Total Emissions in accordance with the GHG Reporting Standard, and ensure that they are verified each year by an Independent Third Party before being provided to the Customer; [and] [insert other climate performance metric as relevant to the performance of this Agreement]. It will provide the reports required under clause 3.1 within the required period and as specified in clause 3.1. The Initial Emissions Report and all Annual Emissions Reports provided to the Customer are in all material respects complete, accurate and not misleading. The Actual Total Emissions during an Emissions Reporting Period will be less than the Actual Total Emissions of the previous Emissions Reporting Period. It will not commit any Climate Breach during the term of the agreement.
2.1.5
2.2
The Supplier warrants and agrees that: 2.2.1
2.2.2
2.2.3
2.2.4
Climate Remediation Fee 3.1
Without prejudice to any other claims, rights or remedies under this agreement, the parties agree that, in respect of any breach of the warranties set out in clause 3.2, damages payable by the Supplier to the Customer would not be an appropriate remedy in the wider context of damage to the climate, the environment and the Customer’s reputation (all of which the Supplier accepts for the purpose of this agreement as being losses incurred by the Customer). Without prejudice to the Customer’s right to damages, the Supplier agrees to pay the Climate Remediation Fee as set out in this clause 4. The parties agree that any Climate Remediation Fee payable under this agreement to provide compensation for damage caused by the Supplier’s Climate Breach or breach of clause 3.2 is reasonable and proportionate to the legitimate interests of the Customer in mitigating, setting off, counteracting, and repairing that damage (and preventing future damage), in part reflecting its public commitments to [reduce greenhouse gas emissions]. Each Party agrees that it has been properly advised regarding the negotiation of this agreement, and in particular regarding the inclusion of the Climate Remediation Fee as a remedy for Climate Breaches and breaches of clause 3.2. If the Customer identifies or suspects a Climate Breach or breach of clause 3.2, the Customer may serve a Climate Remediation Notice on the Supplier at any time within twenty (20) Business Days of [the occurrence of such breach / becoming aware of such breach], whichever is later. Upon receipt of a Climate Remediation Notice, the Supplier will promptly investigate the matter and in respect of any Climate Breach or breach of clause 3.2 pay the applicable Climate Remediation Fee to the Appointed Beneficiary within fifteen (15) Business Days of receipt of the notice.
3.2
3.3
3.4
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