Carbon Project General - Terms and Conditions
Welcome to eAgronom, where you will receive economic benefits for applying sustainable agriculture!
We are committed to make your journey with us as easy and transparent as possible and these Terms and Conditions (“Terms”) are the rules of our journey and are non-negotiable. As such, these Terms form the basis of our contractual relationship together with the Farmer Carbon Contract. If you feel like any of these Terms are unclear, let Us know. We are always interested in understanding Your concerns and improving the transparency of the Terms.
If We make changes to these Terms, We will update them here, so everyone benefits from the change. We will also send an email outlining the changes to the address provided by You on the Platform. It is important that You review the Terms whenever modified, because Your continued use of the Platform or Services for 30 days after notification is Your indication that You agree to be bound by the modified Terms. If You do not agree to be bound by the modified Terms, then You must notify Us in writing of Your concerns and together we will work out the concerns and decide on our further relationship together.
If you are a first time reader or see a new capitalised term then please make yourself familiar with the Definitions we use in our documents.
‘Buffer Credits’ are the non-tradable buffer carbon credits to cover the non-permanence risk of the Carbon Program, created and managed in accordance with the relevant Certifier Rules, Program Principles and/or any other relevant rules and regulations that may be applicable to the Carbon Program at any given time. Buffer Credits are not issued a Trade Credit serial number nor are they considered to be Trade Credits.
‘Carbon Attributes’ are the environmental, GHG reduction and climate benefits, attributes and rights associated with carrying out the Carbon Project in the Fields.
‘Carbon Program’ means the voluntary program developed by eAgronom, which encourages farmers to implement certain agronomic practices designed to improve soil health, reduce GHG emissions and/or enhance soil carbon sequestration, which is validated by an independent and competent validation body and registered with a Certifier and expected to run for 30 years.
‘Carbon Project’ means an individual series of activities carried out by the Farmer in any Field under the eAgronom Terms and the Carbon Program, following the Program Principles, with the aim of improving soil health, reducing GHG emissions and/or enhancing soil carbon sequestration and subsequently generating Project Credits. The term of the Carbon Project is unspecified; however, the Carbon Project cannot run beyond the Carbon Program.
‘Catastrophic Reversal’ means a type of reversal caused by disasters such as hurricanes, hurricanes, earthquakes, flooding, drought, fires, tornados or winter storms, or man-made events over which the project proponent has no control such as acts of terrorism or war.
‘Certifier’ means an internationally recognised platform chosen by eAgronom at its own discretion, which enables Issuance, transfer, holding, deposition, cancellation and retirement of Verified carbon units (e.g., Verra, Gold Standard or similar), which Issues the Project Credits.
‘Certifier Rules’ means the rules and requirements as well as terms of use established by the Certifier, governing the processes related to the Certifier, as amended from time to time by the Certifier.
‘Change in Law’ means the introduction of, change in, or change in application of, any law, regulation, binding rules (including, without limitation, the Certifier Rules), policy or codes or requirement of a public authority (or a change in the interpretation of these by any relevant public authority) which would materially and adversely affect the ability of eAgronom and/or the Farmer to enforce their rights or fulfil their material obligations under the eAgronom Terms.
‘CO2e’ means a carbon dioxide equivalent emissions of the greenhouse gases listed in Annex A of the Kyoto Protocol to the United Nations Framework Convention on Climate Change adopted on 11 December 1997. Carbon dioxide equivalent or CO2e means the number of metric tons of CO2 emissions with the same global warming potential as one metric ton of another greenhouse gas
‘Event of Default’ means The occurrence at any time with respect to a Party of any of the following events or circumstances constitutes an Event of Default with respect to such Party:
dissolution, liquidation or bankruptcy of the Party or commencement of such proceedings;
any representation or warranty made or deemed to have been made by the Party in the eAgronom Terms proves to have been false, incorrect, inaccurate, incomplete or misleading in any material respect at the time it was made or was deemed to have been made;
the Party intentionally provides the other Party with information that is false, incorrect, inaccurate, incomplete or misleading in any material respect;
failure by eAgronom to pay compensation to the Farmer in accordance with the eAgronom Terms;
Failure by the Farmer to notify eAgronom about the change in legal control of a Field;
A breach of Farmer’s obligations under the Section of Collecting and Processing Carbon Project Data;
Failure by the Farmer to grant without delay any authorisations to eAgronom or to a third party appointed by eAgronom that may be required for validation of the Carbon Program or for Verification or Issuance of the Project Credits;
Failure to comply with the Program Principles and/or not implementing at least one practice change.
any other material breach by the Party of any obligation of the Party set out in the Agreement.
‘Field’ means any field forming part of the Carbon Project specified in the List of Fields, as amended from time to time.
‘GHG’ means a greenhouse gas.
‘Issuance’ means the process which takes place after the Verification and involves issuing the Project Credits in accordance with relevant Certifier Rules, including, without limitation, if applicable, generation of unique serial numbers, creation of the Project Credits record in the relevant Certifier, deposition of the Project Credits in nominee account or to our cooperation partner’s nominee account and Permanence Buffer with the relevant Certifier, and such other steps as the relevant Certifier Rules may stipulate from time to time (and the verb ‘Issue’ should be construed accordingly).
‘List of Fields’ means the list of active Fields where practice changes are being implemented and which form part of the Carbon Project, entered into the MRV system by the Farmer.
‘MRV System’ means the system developed by eAgronom for the measurement, recording and verification of data for the Carbon Program.
‘Non-Catastrophic Reversal’ means a reversal which is not created by Catastrophic Reversal, e.g due to poor management, removal of a portion of the project area from participation in the project, or over-harvesting.
‘Permanence Buffer’ means a pooled buffer consisting of Buffer Credits, created and managed in accordance with the relevant Certifier Rules, Program Principles and/or any other relevant rules and regulations that may be applicable to the Carbon Program at any given time.
‘Platform’ means software developed by eAgronom to manage the Carbon Project.
‘Program Principles’ means the principles of the Carbon Program, including, without limitation, eligible activities, additionality criteria, soil analytics methodology, permanence provisions, baseline guidance and other principles set forth, as amended from time to time.
‘Project Crediting Period’ means the period for which GHG emission removals generated by the Carbon Project are eligible for Issuance as Project Credits. The period shall be until 2041 (included).
‘Project Credits’ means any Buffer Credits and Trade Credits that are expected to be generated and Issued under the Carbon Project during the Project Crediting Period.
‘Retire’ means a permanent removal of a Trade Credits from circulation in the Certifier system which represents an offset of one metric tonne of CO2 equivalent.
‘Soil Analytics Requirements’ means the procedures, methods and considerations to be used and followed when making Soil Analytics, as developed and amended by eAgronom.
‘Trade Credit’ means a unique tradable unit representing the right of the holder of the unit to claim the achievement of a GHG emission reduction or removal in an amount of 1 metric tonne of CO2e, verified and issued under Carbon Project during the Project Crediting Period in accordance with the relevant rules of a carbon standard program managed by an independent and credible certifier.
‘Verification’ means the process of checking and verifying data provided by the Farmer and eAgronom and conducted by a Verification Body in accordance with the relevant Certifier Rules, to ascertain whether GHG emission reductions and/or removals have genuinely taken place under the Carbon Project (and the verb ‘Verify’ should be construed accordingly).
‘Verification Body’ means an independent and credible body approved to provide Verification services in accordance with the relevant Certifier Rules.
THE LEGAL CORNERSTONE WHICH IS IMPORTANT
1.1. This is a binding contract.
These Terms, eAgronom’s Privacy Policy, Website Terms of Use, Data Processing Addendum and the Farmer Carbon Contract (hereinafter as the “eAgronom Terms”), form the complete agreement between You and eAgronom in respect of Our Services and the access to, and use of, the Platform. These eAgronom Terms are legally binding agreement between You and eAgronom. When you sign the Farmer Carbon Contract or click the applicable button indicating your acceptance of the eAgronom Terms, or access or use Our Services, or any portion thereof, You accept the eAgronom Terms, and You agree, effective as of the date of such action, to be bound by the eAgronom Terms. Further, any action You take on the Platform is binding and enforceable.
CARRYING OUT OF THE CARBON PROJECT
You undertake to make your best effort to carry out the Carbon Project by adhering to the Program Principles (which you can find here https://www.eagronom.com/legal/carbon-program-principles) and implementing at least one practice change on every Field You have entered into the Carbon Program and activated and following the Soil Sampling Requirements.
FIELDS
The land subject to the Carbon Project must be listed in our Platform latest by within 30 days of signing the Farmer Carbon Contract and You must activate eligible Fields for the first harvesting season. Each year latest by 1st December the List of Fields must be updated for the following harvesting seasons.
The main requirement is that you have legal control over the fields and you can provide proof when needed, for example when a Certifier asks for such proof. Additionally, You are prohibited from adding relevant Fields to the Carbon Program if there are ongoing land tenure disputes associated with those Fields.
3.1. Can you add Fields to the Carbon Program or remove fields after joining the Carbon Program?
Yes! You may add, remove, merge, divide Fields in the List of Fields at any time, giving us an advance notice of at least 30 days. If necessary, eAgronom consultants can give You new recommendations about the recommended practices to maximise your carbon sequestration after adding or removing Fields to/from the List of Fields.
NB! Keep in mind that once a Field is removed from the List of Fields, it cannot be added again to the Carbon Project or any carbon program in the future. Although in some cases we might be able to re-add some of the Fields, it will only be done after reviewing each field case by case.
3.2. What happens if I want to sell my Field or the landowner wants to terminate my contract during the Carbon Project?
If any change in legal control of a Field happens or is about to happen, then you must notify us in writing (info@eagronom.com) immediately (no later than three (3) days). If you wish to sell your Field or rent out the field to a new Farmer, then you must promptly notify Us of the intent of such transfer and We shall grant Our consent to such assignment of the eAgronom Terms or the adherence to eAgronom Terms. However, We reserve the right to terminate the eAgronom Terms without advance notice in a situation where We learn that the assignee is not qualified or is otherwise ineligible for the Carbon Program.
Therefore, You must make reasonable efforts to ensure that all such Fields remain included in the Carbon Project. For example, make sure that the person acquiring legal control over the Field is required under the terms of sale or other transfer or otherwise to assume Your obligations arising from the eAgronom Terms related to the relevant Field and perform them to meet the requirements under the eAgronom Terms.
If a change in legal control of any Field results in the inability of the Farmer to perform any Farmer’s obligations related to such a Field under the eAgronom Terms and no transfer of the Farmer’s obligations related to the Field is carried out, the Field may be removed from the Carbon Project. eAgronom Terms remain in force with respect to Fields that are not affected by the change in legal control. Please see the Liability section below.
If Your landowner is reluctant to sign rent agreements for the duration of the Project Crediting Period, please consult with eAgronom as some of the Farmers have been in the same situation as You.
WHAT ARE OUR OBLIGATIONS TOWARDS YOU
We help you set up the Carbon Program to maximise your chances to receive the high quality Certified Trade Credits. In order to do that we may use subcontractors for performance of Our obligations set out in eAgronom Terms, but We ensure that any subcontractor is properly qualified for performance of the obligations.
4.1. Guidelines
We analyse your data and during the Carbon Consultation we propose recommended practices based on the historical data You have provided Us via our Platform to maximise the outcome of the Carbon Program.
4.2. Measurement, Reporting and Verification
4.2.1. We provide you the access to our Platform and our data input tool to report the Field and farm operations data necessary for participation in the Carbon Program.
4.2.2. Based on the data provided by You and with help of other means such as remote sensing technologies, We estimate and calculate the carbon emissions and changes of carbon in the soil of the Fields.
4.2.3. We calculate the amount of CO2e removals or reductions (reductions do not create any Project Credits) and the equivalent amount of Project Credits.
4.2.4. We use the data provided by You to prepare all the documentation needed for Verification and Issuance of the Project Credits.
4.3. Carbon Program Management
We manage the Carbon Program, i.e We utilise a Certifier to certify and register the Carbon Program and track the Verification, Issuance, deposition, transfer, cancellation and/or retirement of the Project Credits.
4.4. What happens if the rules for receiving the certification or the best practices change?
We review the Program Principles regularly to make certain they continue embodying the best practice and scientific consensus and the Certifier Rules and revise the Program Principles accordingly, giving you at least 30 days advance notice thereof if anything needs to be changed (e.g from the next season).
COLLECTION AND PROCESSING CARBON PROJECT DATA
5.1. Collecting and processing the Carbon Project Data is a very important task and we need to work as a team to make sure that we have all the necessary and correct data to get Project Credits verified and certified.
5.2. All the data will be submitted using our Platform and the tools (including the MRV system) required by Us.
5.3. You must always truthfully record and log data related to the Carbon Project and You must record annual Carbon Project monitoring data into the MRV System in the expected format latest by the 1 December every year during the term of validity of our cooperation. First historical data must be submitted within 30 days of signing the Farmer Carbon Contract.
5.4. By signing the Farmer Carbon Contract, You consent that Your data concerning participation in other environmental crediting programs, change of practices, changes in Your agricultural activities (e.g., reduction in fuel and fertiliser use), soil monitoring data as well as any other data related to the Carbon Project and required to be made available by the Verification Body or the Certifier or a third party acquiring any Project Credits may be made available for the relevant party demanding the data.
5.5. Control of Personal Data. In order to provide Our Services, We, You, and Our Partners may export, import, collect, and/or otherwise process personal data (“Personal Data”) belonging to individuals who are protected under the EU’s General Data Protection Regulation EU 2016/679 (GDPR) and other applicable data protection and privacy laws. Our Privacy Policy further details the Parties’ roles, rights, and obligations with respect to Personal Data and helps Us and You to comply with the GDPR. Each Party is solely responsible for its compliance with applicable data protection laws and for fulfilling all of its related obligations to third parties, including data subjects and supervisory authorities.
5.6. Confidentiality.
5.6.1. The eAgronom Terms as well as any other confidential or proprietary information that is made available by Us to You is considered Our confidential information under the eAgronom Terms.
5.6.2. Your data related to carrying out the Carbon Project collected under the eAgronom Terms is not considered Your confidential information. eAgronom may disclose any such information on need to know basis to the Certifier, Verification Body, cooperation partner (distributor) or subcontractor or another third party having justified interest in the disclosure of the information (including, without limitation, any acquirer of any Project Credits e.g the region of the Project Credits and the practices that were implemented), where so required in order to carry out the Carbon Project, complete the validation of the Carbon Project or complete Verification, Issuance, transfer, retirement or cancellation of the Project Credits.
5.6.3. Until the expiry or termination of the eAgronom Terms, each Party undertakes not to use or disclose any confidential information unless:
expressly allowed to do so under the eAgronom Terms; or
required to do so by law or pursuant to any order of a court or another competent authority or tribunal; or
such disclosure has been consented to by the other Party in writing (such consent should not be unreasonably withheld or delayed); or
this undertaking does not apply with regard to the Party’s professional advisers who are bound to such Party by a duty of confidentiality which applies to any information disclosed.
If a Party becomes required to disclose any information, the disclosing Party must use its reasonable endeavours to consult with the other Party prior to any such disclosure.
5.7. What happens to data if You leave the Carbon Program?
We retain the collected data for 2 years after the period of the Carbon Program (30 years) and You must also maintain and make accessible to Us and the Verification Body all records (including the electronic records) of all data related to the Carbon Project at Our or Verification Body request. If you have been part of the Program for at least five years, You agree that we can remotely monitor the Fields up to 30 years to make sure that there is no leakage and loss of permanence, which needs to be covered from the Buffer Pool by Verra.
5.8. We have right to audit Your data
We have the right to audit the Carbon Project monitoring data, including, without limitation, using aerial or remote imagery and sensing activities for the term of expected runtime of the Carbon Program. Such auditing may also include a farm visit and requests for additional data. We cover the cost of monitoring and verification audits, unless the audit identifies reporting of false data. In the event we detect that You have provided false data to Us in the course of monitoring and Verification of the Carbon Project, You must cover or reimburse any and all relevant monitoring and verification costs.
HOW AND WHEN THE PROJECT CREDITS WILL BE ISSUED?
6.1. We (if applicable together with our cooperation partner) take all the necessary steps as a project proponent that may be required in accordance with the relevant Certifier Rules for validation and the registration of the Carbon Program and to get the Project Credits Verified and Issued. For that You irrevocably and exclusively grant, transfer, convey, assign, and sell all of the rights and interests in and title to all of the Carbon Attributes to Us, including without limitation the right to report the Carbon Attributes to the Certifier for the purpose of Issuing the Project Credits and You will grant us or our cooperation partner, without delay all authorisations that may be required for validation of the Carbon Program or for Verification or Issuance of the Project Credits.
6.2. All the Project Credits are Issued to our nominee account or to our cooperation partner’s nominee account by the Certifier, based on a schedule determined at Our discretion in accordance with the relevant Certifier Rules, but indicatively within a year from completion of the relevant farm data submission.
That means that Project Credits can be issued for each year, but the verification will take some time, therefore the credits will not be issued immediately at the end of each practice year, but after the Certifier has verified all the data and processes to make sure that there is no greenwashing.
6.3. Issuance is conducted in accordance with the relevant Certifier Rules and considered completed when the relevant Project Credits are deposited into eAgronom’s account or the Permanence Buffer, unless the Certifier Rules provide otherwise. The Project Credits which are allocated to the Permanence Buffer are called Buffer Credits and these are set aside to the Permanence Buffer without any compensation to the Farmer and eAgronom, in accordance with the relevant Certifier Rules. The exact share of the Permanence Buffer is set out in the Certifier Rules, Program Principles and/or other rules and regulations that may be applicable to the Carbon Program and the Project Credits from time to time (indicatively about 20-25%).
6.4. Do You have to pay anything for the Certification process or Issuance?
No, You do not have to pay anything extra for the Certification or Issuance, as you will pay Us a commission in Trade Credits in the amount indicated in the Farmer Carbon Contract and based on calculations explained in the Compensation section below. We undertake to pay any levies and fees charged by the Certifier and the Verification Body to cover administrative costs related to validation of the Carbon Program and/or the Carbon Project, Verification and Issuance of the Project Credits, except such costs that the Farmer has expressly undertaken to bear under the eAgronom Terms.
6.5. How many credits will be issued?
The anticipated Project Credits that are expected to be generated and Issued under the eAgronom Terms and the Carbon Project during the Project Crediting Period can be calculated with the help of Our carbon estimator available on Our Website, but please keep in mind that the calculations are approximate and may differ from the actual results, as there are many factors which might influence the carbon sequestration, mostly the practices You will adopt. Please keep in mind that the Issuance of the Project Credits is contingent both on Our and Your actions and the Certifer’s approval, therefore We cannot guarantee the issuance of any Project Credits.
WHAT HAPPENS AFTER THE ISSUANCE?
7.1. First let’s talk about Our compensation
In return for carrying out the Carbon Project, We provide You with the Trade Credits or the monetary compensation and We retain a share of the Trade Credits without compensation, as a fee for Our services unless there is an Event of Default in which case the Farmer receives no compensation. The share of the Trade Credits to be transferred to the Farmer is indicated in the Farmer Carbon Contract. For the sake of clarity, the share of Trade Credits to be transferred to the Farmer is calculated as follows: (Project Credits - Buffer Credits) * Farmer share defined in the Farmer Carbon Contract.
At the moment the Trade Credits are Issued, the amount of Trade Credits You own will be shown on your account on our Platform and You will irrevocably and indefinitely authorise Us to exclusively manage the Trade Credits on your behalf based on Your following instructions latest within 15 days of the Issuance:
Mandate Us to sell Your Trade Credits; and/or
Retire Your Trade Credits.
7.2. If you wish to sell Your Trade Credits
We will indicate on your account how many Trade Credits you received as a compensation under the Carbon Project. Once You have chosen to sell Your Trade Credits or You have not chosen to Retire Your Trade Credits within 15 days of the Issuance, We will execute your sell order or transmit it to Our cooperation partner for execution at market price levels and pay You the proceeds from such sale within 30 days We have received the proceeds from such sale.
7.3. If you wish to retire Your Trade Credits.
In this case, if You have made the relevant choice on Our Platform, the ownership of Your part of the Trade Credits will be transferred to You within 15 days after the Issuance and the amount of Trade Credits You own will be shown on your account on our Platform. You will have 15 days from the Issuance to retire the Trade Credits and if you have not made a choice to retire Your Trade Credits within 15 days from the Issuance, then You will authorise Us to Sell your Trade Credits at market price levels and pay You the proceeds from such sale within 30 days We have received the proceeds from such sale.
Retirement fee is 5% of the retired Trade Credits, i.e the fee will be deducted from the Trade Credits.
Retirement is irreversible, i.e once You have Retired Your Trade Credits You can not decide to sell your Trade Credits or do anything else besides Retirement afterwards. The reason for this is simple: the Registry will cancel the Retired credits and will issue a certificate about the Retirement of the credits.
Retirement is for example used for insetting farmer’s own carbon emissions.
7.4. Submitting sell or retire orders
Sell or retire orders may only be submitted via Our Platform. Orders can be submitted at any time before the Issuance and up to 15 days after the Issuance. Before the Issuance You can already decide to sell or retire all or part of Your Trade Credits, but please keep in mind that the final date you can choose to Retire the Trade Credits is the 15th day after the Issuance, after that We will automatically sell Your Trade Credits if You have not decided otherwise. To submit an order, you will need to make a relevant choice on our Platform. In case submitting orders is not available in Our Platform, Please send your Order to info@eagronom.com. It is important to note that by submitting an Order, you are entering into a binding commitment to sell your Trade Credits or to Retire your Credits. You can only cancel an order with Us before we communicate your order to our cooperation partner or the Certifier. Please keep in mind that due to speed of order execution, a cancellation request might not arrive in time to cancel previously submitted orders. Because of this, You should always make sure that before You submit any order You:
have inputted the right values;
are certain that you wish to go ahead with that order;
are willing and able to bear the risk of any potential loss in the event the price of the Trade Credit goes down (in any case not less than EUR 30)
7.5. What happens after you have chosen to Retire your Credits
Once you have Retired Your credits You cannot go back. We will transfer Your order to the Certifier who will make the relevant procedures to cancel the amount of Trade Credits You have chosen to Retire with the relevant reference.
7.6. What happens upon Issuance if You received an advanced compensation for the Trade Credits
Provided that there is no Event of Default on Your behalf, We compensate You for all Trade Credits generated less (i) the Trade Credits that eAgronom is entitled to withhold pursuant to the Farmer Carbon Contract, and (ii) any Trade Credits that have been compensated for by making of an advance compensation payment under the advance compensation payment. The compensation is made corresponding to the Your choice set out in the Farmer Carbon Contract and under the eAgronom Terms.
If the amount calculated of the Compensation is a negative number or if no Trade Credits are Issued by the expiry of the Project Crediting Period, You receive no Compensation upon Issuance and You (i) repay advance compensation received under the relevant advance compensation agreement signed by You and Us; and (ii) pay interest on the advance compensation which has to be repaid, at the rate of 8% + EURIBOR per annum, calculated from the date of receipt of the compensation by You.
However, You are entitled to retain advance compensation payments received under advance compensation agreement, provided that the Issuance of anticipated Trade Credits is not completed regardless of the fact and to the extent that You have adhered to the Program Principles, submitted all the requested data via our Platform. We bear the risk that no Project Credits are Issued or there are less Project Credits Issued than anticipated to the extent You have adhered to the eAgronom Terms, the Program Principles.
7.7. Value Added Tax
All amounts referred to in eAgronom Terms are exclusive of any applicable withholding, sales or value added tax (“VAT”) chargeable on the supply or supplies for which such amounts form the whole or part of the consideration for VAT purposes. The VAT treatment of any delivery under the eAgronom Terms is determined pursuant to the VAT law of the jurisdiction where a taxable transaction for VAT purposes is deemed to take place. If VAT is properly chargeable on any such supply or supplies, the receiving Party pays to the delivering Party an amount equal to the VAT, if any, chargeable in the delivering Party’s jurisdiction; provided, however, that (i) such amount is only required to be paid once the delivering Party provides the receiving Party with a valid VAT invoice in relation to that amount; and (ii) the receiving Party is under no obligation to make any payment to the delivering Party in respect of VAT which the receiving Party must self-assess under the reverse charge rule or any similar system in the receiving Party’s jurisdiction.
TERM AND TERMINATION
8.1. How long the contract remains in force?
8.1.1. Our relationship under the eAgronom Terms remains in force for the duration of the Project Crediting Period (until 2041 (included)) or until the termination. The Project longevity must be at least 30 years, therefore after the Project Crediting Period or the termination of Your Carbon Contract, the terms which regulate the monitoring activities will survive up to 30 years. Terms which regulate the credit management will survive until You have retired the Carbon Credits or You have received the monetary proceeds from the Carbon Credit sale process under the Section 7.
8.1.2. Our relationship under the eAgronom Terms remains in force for at least five years. After the fifth anniversary of the contract, You may terminate this contractual relationship each year on December 1st by giving us at least 30 day’s prior notice. If you wish to terminate Your contract before the fifth anniversary, then unfortunately these Trade Credits will be deemed lost and You will have to pay back the proceeds received from the sold Trade Credits.
WARRANTY AND DISCLAIMERS
9.1. Mutual representations and warranties. Each Party represents and warrants: (a) that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation or organisation and they have the power and authority to enter into and to perform the obligations under the eAgronom Terms; (b) that the execution and performance of the eAgronom Terms will not conflict with or breach any other agreement to which it is a party or by which it is bound, or any order, judgement, decree or other restriction applicable to it; and (c) that the eAgronom Terms will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
9.2. Farmer’s representations and warranties. You represent and warrant to us that:
You do not participate in other programs or projects aimed at reducing GHG emissions and/or enhancing soil carbon sequestration regarding the Fields that are part of the Carbon Project and You do not receive any other incentives, financial or other means, to carry out the farm practices stipulated under the eAgronom Terms without the prior consent from Us;
You have not entered into any agreements or arrangements whatsoever for transferral or encumbrance or disposal of any right or interest in the Project Credits or any other GHG reduction or removal units pertaining to the Fields;
all of Your accounts and financial statements if requested by Us have been prepared in accordance with good accounting principles and give true and fair view of the financial position and results of Your operations;
all of Your documents and data supplied to Us in connection with the eAgronom Terms are true, accurate, complete and not misleading in all material respects;
You have valid and uncontested legal control of the Fields listed in the List of Fields, based on e.g. ownership, usufruct , personal right of use , lease agreement, agreement on right to use free of charge or based on other contractual or legal instrument, which is sufficient to grow crops and carry out the Carbon Project on the Fields under the eAgronom Terms. You will furnish additional evidence of Your rights to Us upon request;
You comply with all laws, regulations, permits, and licences (including without limitation laws pertaining to the protection of the environment) that apply to or govern the carrying out of the Carbon Project and performance of the eAgronom Terms and there are no current, pending or threatened court or other legal or regulatory proceedings against You;
there are no facts or circumstances relating to Your business which have not been expressly disclosed by You to Us and which, if disclosed, might reasonably have been expected to influence Our decision to enter into the agreement with You.
You have not participated, and will not during the duration of this agreement participate in fraud, bribery, corruption, a criminal organisation, money laundering, terrorist financing, terrorist-related offences or offences linked to terrorist activities, child labour or other forms of trafficking in human beings and has complied with applicable international and national laws, regulations (including local) and conventions.
WHEN THINGS GO WRONG
10.1. First we have to separate two events: Catastrophic Reversal and Non-Catastrophic Reversal.
10.1.1. In case of Catastrophic Reversal the Registry will reassess the regional baseline because there might be changes to the baseline carbon stocks. Project may not seek GHG credits from any increased rate of sequestration from natural regeneration after a catastrophic reversal until the loss from catastrophic reversals is recovered.
10.1.2. In case of Non-Catastrophic Reversal no further Project Credits will be issued to the Project until the deficit is remedied. The deficit is equivalent to the full amount of the reversal, including GHG emissions from losses to Project and baseline carbon stocks. If we identify abnormal leakage and You have sold any Trade Credits, then unfortunately these Trade Credits will be deemed lost and You will have to pay back the proceeds received from the sold Trade Credits.
10.2. What happens if something goes wrong and it affects your performance?
You must inform Us without delay (no later than three (3) days) in writing (info@eagronom.com) of any circumstances that may substantially affect Your ability to follow the eAgronom Terms, especially the Program Principles or Soil Analytics Requirements. For example, such circumstances can be any changes of agricultural practices in the fields which are additional to the practices we have agreed as part of the program, or receipt of other subsidies or incentives related to the program practices and/or fields. In such cases, please consult us in advance or as soon as possible, to avoid Your risk of liabilities under the eAgronom Terms.
10.3. What happens if an Event of Default happens?
10.3.1. If either Party becomes aware that an Event of Default has occurred with respect to the other Party, it must promptly notify the other Party in writing thereof. The defaulting Party may cure an Event of Default within 10 days of delivery of the notice.
10.3.2. In the case of an Event of Default with respect to You and You fail to cure the Event of Default, We may terminate the contractual relationship immediately and/or demand that within 60 days You:
must repay any advance compensation received and pay interest on the advance compensation which has to be repaid, at the rate of 8% per annum, calculated from the date of receipt of the compensation by You;
Will automatically transfer to Us without any compensation such Issued Trade Credits that We have transferred to your eAgronom account or in case of impossibility to transfer Issued Trade Credits, compensate to Us the value of the Trade Credits that We have transferred to You based on the market value of the Trade Credits for the year of default.
10.3.3. In case of an Event of Default with respect to Us, and We are not capable of curing the Event of Default within 10 days of delivery of the notice, the You may terminate the contractual relationship with Us and keep any compensation received under the eAgronom Terms.
10.4. Limitation of Liability
10.4.1. Monetary Cap. Our aggregate monetary liability under or in connection with the eAgronom Terms is limited to and, to the fullest extent permitted by law, under no circumstances exceeds the total value of compensation payable to the You under the eAgronom Terms.
10.4.2. No Indirect Damage. Under no circumstances are We liable for any indirect or consequential damage or loss of profit of You in relation to a breach of the eAgronom Terms.
10.4.3. Unlimited Liability. No limitation of liability agreed in the eAgronom Terms applies in the case of an intentional breach of obligations.
10.5. Force Majeure
10.5.1. What is Force Majeure? Circumstances which are beyond the control of the Party (without limitation) fire, flood, pandemic, explosion and accident, war, strike, embargo, governmental requirements, civil and military authority, civil unrest, data trespass, inability to secure materials or labour, termination of vital agreements by third parties or any other cause beyond Party’s reasonable control. Reasonable steps must be taken by the Party to avoid or mitigate the intervening events and its consequences.
10.5.2. How to act if Force Majeure happens? If a Party (the “Affected Party”) is, or anticipates that it will be, unable to perform an obligation under the eAgronom Terms due to the occurrence of a Force Majeure event, it must give the other Party (the “Non-Affected Party”) a written notice via email providing details of the Force Majeure event (“Force Majeure Notice”) within 3 days of becoming aware of such Force Majeure event.
10.5.3. If the Affected Party is unable to perform an obligation under the eAgronom Terms due to the occurrence of a Force Majeure event, such non-performance: (i) is permitted during the time and to the extent that performance is prevented by the Force Majeure event, but only during that time and to that extent; and (ii) does not give rise to any liability to the Non-Affected Party for any loss or damage arising out of or in any way connected with such non-performance during the occurrence of the Force Majeure event.
10.5.4. The Affected Party makes every reasonable effort to remove or mitigate the relevant effects of the Force Majeure event.
10.5.5. No Party is relieved by a Force Majeure event from any obligation under the eAgronom Terms which it remains able to perform notwithstanding the occurrence of the Force Majeure event, including any obligation to provide any notice under the eAgronom Terms.
10.5.6. If, by reason of a Force Majeure event, the Affected Party is unable to perform an obligation under the eAgronom Terms and that non-performance continues for a period of 6 months after the date that a Force Majeure Notice is received by the Non-Affected Party without the Parties being able to negotiate a mutually acceptable alternative means of carrying out the intention of the eAgaronom Terms by the end of such period, the Non-Affected Party may terminate the contractual relationship by giving a written notice to the Affected Party. In the case of such termination by either Party, You must repay advance compensation with 8% interest within 60 days from the termination declaration.
10.6. Dispute Resolution
10.6.1. If you become aware of any claim and are seeking indemnification or we have any dispute needed to be resolved, promptly notify Us about your concerns in writing and we will do the same for You. We will first try to solve any dispute between us by amicable negotiations within 60 days and if the negotiations are unsuccessful, then any dispute, controversy or claim arising out of or related to the eAgronom Terms or a breach, termination or invalidity thereof is finally settled in Harju District Court (in Estonian, Harju Maakohus) as the court of first instance.
10.6.2. The eAgronom Terms and any non-contractual obligation arising out of or in connection with the eAgronom Terms is governed by the laws of the Republic of Estonia. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to Our terms or agreements.
10.7. Severability. If any part of eAgronom Terms is held to be invalid or unenforceable such determination shall not invalidate any other provision of the eAgronom Terms, however, the Parties shall attempt, through negotiations in good faith, to replace any part of the eAgronom Terms so held to be invalid or unenforceable in order to give effect to the commercial intentions of the Parties when signing the eAgronom Terms. The failure of the Parties to reach an agreement on a replacement provision shall not affect the validity of the remaining parts of the eAgronom Terms.
10.8. No Waiver. Failure by any Party at any time to require performance of any provisions of the eAgronom Terms shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of the eAgronom Terms shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
OTHER IMPORTANT RULES
11.1. Electronic Acceptance of Terms. These eAgronom Terms, and any amendments thereto, by whatever means accepted, will be treated in all manner and respects as an original contract and will be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person or signed digitally or electronically. Neither Party hereto will argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of the eAgronom Terms; or (ii) the fact that any signature or acceptance of these eAgronom Terms was transmitted or communicated through electronic means; and each Party irrevocably and indefinitely waives any related claim.
11.2. Electronic Notification. Any notices or other communications provided by Us, including those regarding modifications to these eAgronom Terms, will be given via email. Notice provided by e-mail will be deemed received on the following date such email is sent and the modifications will be applicable from the date indicated in the email, but no earlier than 14 days from receiving the email.
11.3. Assignment. The Farmer may not assign or transfer to any person any of their rights or obligations in respect of the eAgronom Terms without the written consent of eAgronom (which consent should not be unreasonably withheld or delayed). For these purposes, it is unreasonable to withhold consent to an assignment or transfer of all of the Farmer’s rights and obligations in the case of an assignee or transferee that (i) is demonstrably capable of performing the obligations of the assignor or transferor under the eAgronom Terms; (ii) has a financial standing no worse than that of the assignor or transferor at the date such person becomes a party to the eAgronom Terms; (iii) is demonstrably capable of continuing to provide security and/or performance assurance at least equal to that provided (or required to be provided) by the assignor or transferor; and (iv) has its registered office in the same jurisdiction as that of the assignor or transferor.
eAgronom may assign or transfer to any of its group companies any of their rights or obligations in respect of the eAgronom Terms without the consent of the Farmer.
11.4. Independent Contractors. The Parties to the eAgronom Terms are and remain independent parties, and nothing in the eAgronom Terms or any circumstances associated with its performance shall give rise to any partnership or joint venture between the Parties or constitute one Party the agent of another. Neither Party shall have, or represent that it has, any power, right or authority to bind the other Party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other Party, except as specifically provided in eAgronom Terms.
11.5. Change in Law. If in or after the Project Crediting Period there is a Change in Law (whether made at the direction of any government, regulator, Registry or otherwise) by which a Party is required to comply and as a result thereof the Party is unable to comply with one or more material provision of the eAgronom Terms, then at the written request of a Party the Parties meet in good faith and seek to agree to the amendments (if any) to the eAgronom Terms necessary and appropriate to take into account of the changes so that the eAgronom Terms may remain in force. Where the Parties are unable to agree an amendment to the eAgronom Terms within a period of 60 days of a Party making a written request under this Clause, either Party may terminate the contractual relationship in accordance with the eAgronom Terms. In the case of such termination by either Party, You must repay advance compensation with interest within 60 days from the termination declaration.
11.6. Language. These eAgronom Terms may be available on our Platform in English as well as other languages. If there is a dispute over the meaning of a clause of eAgronom Terms, then the English version of the eAgronom Terms available on the Platform shall take precedence over the version in other languages.
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