These Pilot Trading Terms & Conditions (“Terms”) govern participation in the Fluyt pilot (the “Pilot”), operated by Energy Marketing and Trading Ltd (“EMT”, “we”, “us”, “our”). By submitting a trade enquiry, joining the Pilot, or entering into any trade with us under the Fluyt brand, you (“Client”, “you”) agree to these Terms.
This Pilot is intended for professional counterparties only. It is not a retail product, not an investment service, and not an offer to the general public. These Terms are not legal or financial advice. You remain responsible for your own tax, accounting, regulatory and legal position.
1. Parties and Scope
1.1 Operator: Fluyt is a trading name used by Energy Marketing and Trading Ltd, a company incorporated in England and Wales. Trades executed under the Fluyt brand are entered into with Energy Marketing and Trading Ltd unless otherwise stated in writing.
1.2 Scope: These Terms apply to all enquiries, quotes and trades relating to environmental certificates and related instruments settled in Bitcoin (“BTC”) under the Fluyt Pilot.
1.3 Pilot nature: The Pilot is an early-stage offering designed to test BTC-settled environmental certificate trading with a limited number of professional Clients. We may modify, pause or terminate the Pilot at any time.
2. Products and Services
2.1 Products: Under the Pilot, we may facilitate trades in some or all of the following (“Products”):
- UK Renewable Energy Guarantees of Origin (“REGOs”)
- European Guarantees of Origin (“GOs”)
- US Renewable Energy Certificates (“RECs”)
- International Renewable Energy Certificates (“I-RECs”)
- Voluntary carbon credits (for example, from Verra, Gold Standard, Puro, or similar)
- Structured bundles combining the above (for example renewable-only bundles, regional blends, or renewable plus carbon bundles)
2.2 Nature of service: Fluyt operates as a bilateral OTC trading desk for environmental certificates. We are not an exchange, not a marketplace for tokenised products, and not a provider of investment, portfolio management or advisory services.
2.3 No tokenisation: We do not mint, list or trade tokenised environmental certificates or tokenised offsets. All delivery occurs via established registries (e.g. Ofgem, AIB, I-REC, recognised carbon registries).
2.4 No financial instruments: To the best of our understanding, the Products we trade under this Pilot are not financial instruments or securities. You are responsible for obtaining your own legal advice if you require confirmation in your jurisdiction.
3. Client Eligibility
3.1 Professional use only: The Pilot is restricted to business Clients acting in the course of their trade, business or profession. We do not accept retail consumers or individuals acting in a personal capacity.
3.2 Jurisdiction and sanctions: We do not onboard Clients based in, or beneficially owned or controlled by persons in, sanctioned or otherwise high-risk jurisdictions as determined by our internal AML and sanctions policies. We reserve the right to decline or terminate any relationship where we identify unacceptable risk.
3.3 Identity and KYC: You must provide accurate, complete and up-to-date information during onboarding and upon request, including corporate registration details, directors and beneficial owners. We may require documentary evidence and may refuse or terminate the relationship if you do not provide such information.
3.4 Authority: By participating in the Pilot, you confirm that the individual interacting with us has authority to act on behalf of the Client entity and to enter into trades on its behalf.
4. Nature of Information and No Advice
4.1 No investment advice: Any information we provide regarding Products, markets, pricing, availability or structures is for information only. It does not constitute investment, legal, tax or accounting advice and should not be relied upon as such.
4.2 Client responsibility: You remain solely responsible for:
- Assessing the suitability of any Product or trade for your needs;
- Your internal ESG and sustainability claims and reporting;
- Any tax, accounting or regulatory implications of using BTC as a payment method;
- Obtaining appropriate professional advice where required.
4.3 No guarantee of outcomes: We do not guarantee any particular environmental, ESG, reputational or financial outcome associated with your use of the Products.
5. Trade Process and Quote Acceptance
5.1 Enquiry: A trade begins when you submit a trade enquiry or otherwise request pricing for specific Products, volumes, vintages, regions or bundles.
5.2 Feasibility and KYC: We may perform feasibility checks and require KYC information before issuing a quote. We are not obliged to quote on any particular enquiry.
5.3 Quotes: We may issue a written quote (the “Quote”) stating:
- The Product(s), vintage(s), volume(s) and registry/region(s);
- The unit price in an underlying currency (for example GBP, EUR or USD);
- Any execution or delivery fees;
- The BTC reference rate and FX basis used to calculate the BTC amount;
- The total BTC amount payable;
- The quote validity window and number of confirmations required;
- The delivery method (registry transfer or cancellation) and indicative timing.
5.4 Acceptance by payment: Unless otherwise agreed in writing, a Quote is accepted when we detect the full BTC amount specified in the Quote sent to the address specified in the Quote within the stated validity window with the required number of confirmations. At that point, a binding contract for the trade is formed.
5.5 Expiry: If the validity window expires before the required BTC payment is confirmed, the Quote lapses and is no longer binding. We may, at our discretion, accept a late payment or issue a revised Quote based on updated market conditions.
5.6 Underpayment and overpayment: If you pay less than the quoted BTC amount, we may request a top-up or refund the received BTC (less network fees). If you pay more than the quoted amount, we will refund the surplus (less network fees) to the originating address or another address you specify in writing, subject to AML checks.
6. Bitcoin Settlement and No Custody
6.1 No custody: We do not provide any Bitcoin custody, wallet or balance services. You must source, hold and manage your BTC independently.
6.2 Payment addresses: Each Quote will specify a unique BTC address for that trade. You must only send BTC to the address stated in the Quote and only within the validity window. We are not responsible for BTC sent to incorrect addresses.
6.3 Network fees and delays: You are responsible for choosing appropriate network fees. We are not responsible for delays or failures caused by low-fee transactions, network congestion or other blockchain-related issues.
6.4 On-chain analysis: We may use on-chain analysis tools to screen incoming BTC transactions for sanctions, AML or other risk indicators. If a transaction is flagged as high-risk, we may pause or reject the trade, and may be unable to return funds if restricted by law.
7. Environmental Certificate Delivery
7.1 Delivery methods: Subject to the Product and the agreed structure, we will deliver via:
- Transfer to your registry account (for example Ofgem, AIB GOs, US REC registries, I-REC); or
- Cancellation or retirement on your behalf in our or our partner accounts, with evidence provided.
7.2 Delivery evidence: After settlement and delivery we will provide reasonable evidence of delivery, which may include registry screenshots, transfer confirmations, cancellation/retirement records and references (“Delivery Evidence”). These documents form part of the trade completion record (“Deal Pack”).
7.3 Timeframes: Any delivery timeframes stated in a Quote are indicative. We will use reasonable endeavours to deliver within such timeframes but are not liable for delays caused by registries, counterparties or other factors beyond our control.
7.4 Title and beneficial ownership: Once we have received the BTC payment in accordance with the Quote, title to the relevant Products passes to you. Where Products are held temporarily in our or our partners’ registry accounts on your behalf before transfer or cancellation, they are held as your property on a custodial basis and recorded on our internal Client Position Register.
7.5 Holding limits: We aim to minimise any custodial period. Products will not normally be held for more than 30 days in our accounts on your behalf without written instruction and our explicit agreement.
8. KYC, AML and Sanctions
8.1 Client due diligence: We will perform Know Your Customer (“KYC”) checks before entering into trades. You agree to provide all information and documents reasonably requested for this purpose.
8.2 Ongoing monitoring: We may re-verify information, request updates, and monitor activity on an ongoing basis to comply with AML and sanctions requirements.
8.3 Refusal and termination: We may refuse to onboard you, decline a particular trade, or terminate our relationship at any time if we believe that continuing could breach, or risk breaching, AML, sanctions or other legal obligations.
8.4 Reporting: Where required by law, we may file suspicious activity reports or equivalent filings with relevant authorities. We may be prevented from informing you if such filings are made.
9. Client Responsibilities and Use of Products
9.1 Accurate information: You are responsible for ensuring that all information you provide relating to registry accounts, delivery instructions, trade requirements and contact details is accurate and complete.
9.2 ESG claims: We do not control how you describe or use the Products in your marketing, ESG reports, or other communications. You are solely responsible for ensuring that any claims you make are fair, accurate and compliant with applicable law and guidance.
9.3 Internal approvals: You are responsible for obtaining any internal approvals (for example from risk, legal, compliance, ESG or treasury teams) required before entering into trades.
10. Liability and Limitations
10.1 No guarantee of regulatory treatment: We do not guarantee how regulators, auditors, standard-setters or other third parties will treat BTC-settled environmental certificate purchases now or in the future.
10.2 Exclusions: To the maximum extent permitted by law, we exclude all implied warranties, representations and conditions relating to the Pilot, the Products and the information we provide, except those expressly set out in these Terms.
10.3 Indirect and consequential loss: To the maximum extent permitted by law, we will not be liable for any indirect, consequential, special or punitive losses, or for loss of profit, revenue, business or goodwill, arising out of or in connection with the Pilot or any trade.
10.4 Liability cap: Our total aggregate liability to you arising out of or in connection with any trade, these Terms and the Pilot (whether in contract, tort or otherwise) is limited to the total BTC equivalent (converted at the BTC reference rate in the Quote) of the consideration actually paid by you to us for the specific trade giving rise to the claim.
10.5 Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
11. Confidentiality and Data Protection
11.1 Confidentiality: We will treat your non-public information as confidential and will not disclose it to third parties except:
- To registries and counterparties as necessary to execute trades;
- To service providers under appropriate confidentiality obligations;
- Where required by law, regulation or court order;
- Where you have given us explicit permission.
11.2 Privacy: Our handling of personal data is described in our Privacy Policy, which sits alongside these Terms. In the event of conflict, these Terms govern the commercial relationship; the Privacy Policy governs personal data processing.
12. Changes, Suspension and Termination
12.1 Changes to the Pilot: We may modify, expand, reduce, pause or terminate the Pilot or any part of it at any time. We will honour trades already accepted and settled, subject to our other rights under these Terms.
12.2 Changes to these Terms: We may update these Terms from time to time. Updated Terms will be posted on the website and apply to new trades from the date of posting. For clarity, the version of the Terms in force at the time of a Quote will govern that trade, unless otherwise agreed in writing.
12.3 Termination by us: We may terminate our relationship with you at any time by written notice, without prejudice to outstanding rights and obligations. We may decline new trades whilst completing delivery or unwinding existing trades.
12.4 Termination by you: You may cease participating in the Pilot at any time by notifying us, without prejudice to trades already accepted.
13. Governing Law and Dispute Resolution
13.1 Governing law: These Terms and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales, unless expressly agreed otherwise in writing.
13.2 Jurisdiction: The courts of England and Wales will have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms or the Pilot, without prejudice to our right to bring proceedings in any other court of competent jurisdiction.
14. Contact
If you have any questions about these Terms or the Pilot, please contact us using the details provided on the Fluyt website.