Terms and Conditions

Carbon Project 4951

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 Project, created and managed in accordance with the relevant Certifier Rules, Project Principles and/or any other relevant rules and regulations that may be applicable to the Carbon Project 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 Cycle’ means the period in time which lasts from July to June. The Carbon Cycle includes implementing practice changes, crop harvesting and data collection. A Carbon Cycle is followed by Credit Issuing with respect to that Carbon Cycle.

‘Certified’ means the result of the process when the Certifier has confirmed the validity of Trade Credits.

‘5-Year Project Period’ means a period that is 5 Carbon Cycles from the first implemented Practice Change on any of your Field. Another 5-Year Project Period automatically begins after the previous one ends unless You have submitted the termination notice. If the Project Crediting Period should end during the 5-year Project Period, the then-current 5-year Project Period will automatically end simultaneously with the final Carbon Cycle of the Project Crediting Period. 

‘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 under different projects.

‘Carbon Project’ means an individual series of activities carried out by the Farmer in any Field under the eAgronom Terms, following the Project Principles, with the aim of improving soil health, reducing GHG emissions and/or enhancing soil carbon sequestration and subsequently generating Project Credits, which are validated by an independent and competent validation body and registered with a Certifier and expected to run for 40 years. 

‘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. in the present of this case the Certifier is Verra), 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.

‘eAgronom Buffer Pool’ means a pooled buffer consisting of thoseTrade Creditstransferred to eAgronom by the Farmer due to the removal of the Fields or termination of the Farmer Carbon Contract before the end of then-current 5-Year Project Period as specified under Clause 3.1 and 3.3 to cover any reversal and to avoid negative impacts on other Farmers participating in our Carbon Project.

‘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 material deterioration of the financial situation 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, incorrect, inaccurate, 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 incorrect, inaccurate, 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 Project or for Verification or Issuance of the Project Credits;

• Failure to comply with the Project 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 all Fields, which the Farmer enrols into  the Carbon Project, entered into the Platform by the Farmer.

‘MRV’ means the process of measuring, recording and verifying data for the Carbon Project.

‘Permanence Buffer’ means a pooled buffer consisting of Buffer Credits, created and managed in accordance with the relevant Certifier Rules, Project Principles and/or any other relevant rules and regulations that may be applicable to the Carbon Project at any given time.

‘Platform’ means software developed by eAgronom to manage the Carbon Project and includes the system for the measurement, recording and verification of data for the Carbon Project.

‘Project Principles’ means the principles of the Carbon Project, 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 and available on https://www.eagronom.com/legal 

‘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 20 years from the Project commencement date. 

‘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.

‘Reversal’ we identify two types of reversals:

a) ‘Avoidable Reversal’  means a reversal which is not created by Unavoidable Reversal, e.g due to poor management, removal of a portion of the project area from participation in the project, or over-harvesting; or

b) ‘Unavoidable Reversal’ means a type of reversal caused by disasters such as 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. 

‘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.

1. 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 (only applicable to non-EU counterparties), Project Principles 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.

2. CARRYING OUT OF THE CARBON PROJECT

You undertake to make your best effort to carry out the Carbon Project by adhering to the Project Principles (which you can find here https://www.eagronom.com/legal and implementing at least one practice change on every Field You have entered into the Carbon Project, submitting requested data and following the Soil Analytics Requirements.

3. FIELDS

The land subject to the Carbon Project must be listed in our Platform within the deadline requested by eAgronom of which we will let you know 30 days in advance after signing the Farmer Carbon Contract.

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 Project if there are ongoing land tenure disputes associated with those Fields. 

3.1. Can you add Fields to the Carbon Project or remove fields after joining the Carbon Project? 

Yes! You have flexibility to manage your Fields that are included in the List of Fields by giving us an advance notice of at least 30 days. 

You can add fields any time after eAgronom staff has reviewed and approved new fields. Adding Fields to the Carbon Project does not alter the duration of the 5-Year Project Period, if the amount of potential Trade Credits that will be generated is not too significant. Adding a large number of new Fields into the Carbon Project will be assessed case-by-case.

You can remove fields without any cost at the end of 5-Year Project Periods. Fields that You want to remove will stay in the Carbon Project at least until the end of the ongoing Carbon Cycle.

Removing a Field during a 5-Year Project Period means that You will have to give back the unsold Trade Credits and/or pay back the money received for the sold Trade Credits generated during this period. These Trade Credits and/or money will go to eAgronom Buffer Pool to cover possible reversal events where carbon is released back to the atmosphere.

For example:

• If You leave exactly after the fifth Carbon Cycle, no fee to remove Fields or leave the Carbon Project

• If You leave after the seventh Carbon Cycle, You are required to repay the equivalent of two years’ worth of Trade Credits.

• If You leave exactly after the tenth Carbon Cycle, no fee to remove Fields or leave the Carbon Project.

• If You leave after the eleventh Carbon Cycle, You are required to repay equivalent of one year worth of Trade Credits. 

If Field is removed from the Project due to loss of legal control due to the landowner or allocating the relevant Field to be used for solar panels, then see Clause 3.2.

In some cases we might be able to re-add some of the Fields to our Carbon Program, it will only be done after reviewing each field case by case.

NB! Keep in mind that once a Field is removed from the List of Fields, You cannot receive any credits retroactively from other carbon programs/projects for the years that the Field was part of our Carbon Project. If You wish to remove a Field and join another carbon program with that Field then it cannot be done until the end of the then-current Carbon Cycle.

3.2. What happens if I want to sell my Field or the landowner wants to terminate my rental contract during the Carbon Project? 

If any change in legal control of a Field occurs 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 Your Field is rented out to a new Farmer, then You must promptly notify Us of the intent of such transfer and You must make reasonable efforts to ensure that all such Fields remain included in the Carbon Project.

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 Project.

If a change in legal control due to termination of the land rent agreement by the landowner 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. 

In such case 100% of the Trade Credits generated during the then-current Carbon Cycle will be assigned to eAgronom and added to the eAgronom Buffer Pool to cover any reversals and to avoid negative impacts on other Farmers participating in our Carbon Project. The Farmer can keep all Trade Credits generated before the then-current Carbon Cycle. eAgronom Terms remain in force with respect to Fields that are not affected by the change in legal control. 

If a change in legal control is caused by your intent to terminate the rental agreement please see Clause 3.1 above and the Liability section below.

3.3. Terminating the Farmer Carbon Contract before the end of the first Carbon Cycle

Once You have joined Our Carbon Program then You make a commitment to stay in the Program for a minimum of one full Carbon Cycle. This means that during the first Carbon Cycle the Farmer Carbon Contract cannot be terminated. Until the end of the first Carbon Cycle, We hold and retain all the rights arising out of this Farmer Carbon Contract, including the rights to all and any Carbon Attributes and generated  Project Credits.

4. WHAT ARE OUR OBLIGATIONS TOWARDS YOU

We help you set up the Carbon Project to maximise your chances to receive the high quality Certified Trade Credits. We may use qualified subcontractors for the performance of Our 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.

4.2. Measurement, Reporting and Verification

4.2.1 We provide you access to our Platform to report the Field and farm operations data necessary for participation in the Carbon Project. 

4.2.2. We shall carry out soil analytics on Your Fields at Our own cost.

4.2.3. Based on the data provided by You and with help of other means such as remote sensing technologies and telematics, We estimate and calculate the carbon emissions, using sophisticated soil carbon modelling techniques,  and changes of carbon in the soil of the Fields.

4.2.4. We calculate the amount of CO2e removals or reductions (reductions do not create any Project Credits) and the equivalent amount of Project Credits, depending on the Certifier and their methodology.

4.2.5.We use the data provided by You to prepare all the documentation needed for Verification and Issuance of the Project Credits. 

4.3. Carbon Project Management

We manage the Carbon Project, i.e We utilise a Certifier to certify and register the Carbon Project 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 Project Principles regularly to make certain they continue embodying the best practice and scientific consensus and the Certifier Rules and revise the Project Principles accordingly, giving you at least 30 days advance notice thereof if anything needs to be changed (e.g. from the Carbon Cycle ).

5. 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 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 Platform in the expected format latest by the date specified by eAgronom at the beginning of  each year during the term of validity of our cooperation.

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 (e.g service provider for the soil analysis) may be made available for the relevant party demanding the data for the purpose of providing the service under eAgronom Terms or other relevant product terms to You and for the limited purposes described in this Section. eAgronom may use aggregated and anonymised data for the sole purpose of improving products and services offered by eAgronom. Results will not include, or be reversible to expose, Your identity or trade secrets. 

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 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.

Your data protection is very important to us, and we take it seriously. As mentioned above we only share your data with the relevant parties if it is needed to carry out the Carbon Project. For example, we only share part of your data with the verification body if the verification body specially asks about x, y or z matters and keep it anonymized whenever possible. Our cooperation partners or end-buyers might know the region where the credits were generated, but we never share your contacts, the exact location of your farm or any details about your farm or your farm management without your approval.

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 Project?

We retain the collected data for 2 years after the period of the Carbon Project (40 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. You agree that we can remotely monitor the Fields up to 40 years (until the end of the Carbon Project) to make sure that there is no reversal and loss of permanence, which needs to be covered from the Permanence Buffer by the Certifier. 

5.8. We have the 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 Project. 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. Would 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.

5.9. Must You still collect data if You leave Our Carbon Project?

If You leave our Project and start applying sustainable practices on the Fields that were listed under Our Project You must still conclude data collection for the then ongoing Carbon Cycle and submit the data to Us. We will continue monitoring your Fields via satellites after the ongoing Carbon Cycle.

6. 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 Project 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 Project 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, Project Principles and/or other rules and regulations that may be applicable to the Carbon Project 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 and all levies and fees charged by the Certifier and the Verification Body to cover administrative costs related to validation of 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 Platform, 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.

7. 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.

You will have to irrevocably and indefinitely authorise Us to exclusively manage the Trade Credits on your behalf based on Your following instructions latest by June 30th of the relevant Carbon Cycle:  

• 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 by June 30th of the relevant Carbon Cycle, 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.

You will have to make a relevant choice on our Platform by June 30th of the relevant Carbon Cycle to retire the amount of Trade Credits You wish to retire. If you have not made a choice to retire Your Trade Credits by June 30th of the relevant Carbon Cycle, 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 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 until June 30th of the relevant Carbon Cycle. After that We will automatically start selling 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.

7.5. 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.

8. TERM AND TERMINATION

8.1. How long does the contract remain in force?

8.1.1. Our relationship under the eAgronom Terms remains in force for the duration of the Project Crediting Period or until the termination. The Project longevity must be at least 40 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 40 years in total, starting from the Project commencement date. Terms which regulate the credit management will survive until You have retired the Trade Credits or You have received the monetary proceeds from the Trade Credit sale process under the Section 7. 

8.1.2. You may terminate this contractual relationship ordinarily after the 5-Year Project Period by giving us notice up to 30 days after the 5-Year Project Period ends. Our contractual relationship automatically renews the contract for another 5-Year Project Period unless You have submitted the termination notice. The contract continues to renew in this manner until the end of the Project Crediting Period. Note however that during the first Carbon Cycle the Farmer Carbon Contract cannot be terminated.

8.1.3. If you wish to terminate Your contract before the each 5-Year Project Period extraordinarily, then You will have to assign ownership of unsold Trade Credits and/or the proceeds received from the sold Trade Credits during the then current 5-Year Project Period to Us. These Trade Credits or monetary proceeds go to eAgronom Buffer Pool to cover the possible reversal events in case carbon is released back to the atmosphere. During the monitoring period You give Your best efforts to maintain practices which do not cause any leakage or Avoidable Reversal, as any of these events could result in credit cancelling retroactively by the Certifier. 

9. 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 (except government eco schemes or other government subsidies), to carry out the farm practices stipulated under the eAgronom Terms without the prior approval of Us after an internal compatibility assessment;

• 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 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.

  
  

10. WHEN THINGS GO WRONG

10.1. First we have to separate two events: Avoidable Reversal and Unavoidable Reversal.

10.1.1. In case of Unavoidable 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 Unavoidable Reversal until the loss from Unavoidable Reversals is recovered. 

10.1.2. In case of Avoidable Reversal no further Project Credits will be issued to the Carbon Project until the deficit is remedied. The deficit is equivalent to the full amount of the reversal, including GHG emissions from losses to Carbon 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 seven (7) days) in writing (info@eagronom.com)  of any circumstances that may substantially affect Your ability to follow the eAgronom Terms, especially the Project Principles.

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 will automatically assign to Us without any compensation such Issued Trade Credits that We have transferred to your eAgronom account. In case of impossibility to assign Issued Trade Credits, You shall 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 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 7 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, You are 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 Us without We being able to negotiate a mutually acceptable alternative means of carrying out the intention of the eAgaronom Terms by the end of such period, We may terminate the contractual relationship by giving a written notice to You.  Should such termination occur then the baseline shall be reassessed in accordance with the Certifier’s rules and standards.

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.

11. 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. 

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.