General Terms & Conditions for Sponsorships and Donations
1.1. These general terms and conditions (“T&C’s”) are applicable to all sponsorships and donations made to Secure Forest unless stipulated differently and explicitly in a written agreement. They will prevail over any and all other general terms and conditions of the sponsor or donor.
1.2. Unless agreed upon otherwise in a specific agreement, by making a contribution to Secure Forest through a donation or sponsorship, both the sponsor and the donor accept to abide by these general terms and conditions.
1.3. In case of contradiction between these T&C’s and a specific agreement, the terms of the specific agreement shall prevail.
1.4. Should any specific clause included in these T&C’s be found to be invalid or non-applicable, the other provisions of the T&C’s will remain in full force and effect.
1.5. Secure Forest reserves the right to amend the present T&C’s at any time. The Partner will be informed of such change at least one month before its entry into force.
2.1. Sponsorship is subject to VAT and may, in accordance with German VAT rules, be communicated publicly by Secure Forest. A sponsoring agreement is defined as a bilateral agreement between a sponsor and Secure Forest based on mutual obligations. The sponsor shall pay a determined contribution in money to Secure Forest in order to realize a determined forest project.
2.2. Donations are not subject to VAT and shall not under German law be communicated publicly by Secure Forest. Donations are defined as unilateral and unconditional philanthropic contributions to Secure Forest. They may be tax deductible.
2.3. ‘Partner’ (and partnership) refers to either a donor or a sponsor (or relationship with such donor or sponsor).
2.4. ‘Project’ refers to the Secure Forest forest preservation site financially supported by the donor or sponsor.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. Communication about the partnership
3.1.1. Subject to the conditions set out in these general T&C’s, Partners shall be entitled to communicate about their contribution to Secure Forest and Secure Forest shall provide them with marketing and communication material to that effect.
3.1.2. Partners shall communicate accurately about Secure Forest and the Project both internally and externally without harming the good reputation of Secure Forest. They shall be entitled to communicate publicly the number of trees or hectares preserved or restored only after having received the confirmation in writing from Secure Forest that their payment has been processed and that (consecutive) orders for trees preservation have been made (depending on the project size and preservation seasons). Communication on carbon neutrality is possible solely upon Secure Forest’s prior approval.
3.1.3. Partners may for communication purposes only, communicate about Secure Forest and the Project both internally and externally during a period of five (5) years following their last sponsorship or donation, it being understood that they shall clearly mention the nature of their relationship with Secure Forest on their website or communication material. This communication shall not suffer any alteration or editing in any way whatsoever except for the size, of any creation (e.g. names, logos, videos, brochures, project content and photos) of which the intellectual property (e.g. copyrights, trademarks, registered design, databases, software protection or other intellectual property rights) is exclusively and explicitly owned by Secure Forest (e.g. when mentioned on the creation: “© SecureForest”). This right of use shall not be transferred or assigned by the sponsor or donor to third-parties without the prior written consent of Secure Forest.
3.1.4. A Partner is not entitled to communicate about another Secure Forest Partner, even if that Partner is mentioned on the Secure Forest website or on social media.
3.1.5. The sponsor grants Secure Forest the right to use its logo and name on its website or other communication material for the purposes of referring to its sponsorship. Secure Forest is in this respect entitled to modify the size of the name and logo. The sponsor warrants that its name or logo do not infringe any third party’s intellectual property rights and shall fully indemnify and hold harmless Secure Forest against any third parties claims in that respect. Secure Forest may unilaterally decide to remove the logo and name of the sponsor from its website or other communication material, with prior notice.
3.1.6. Secure Forest reserves the right to request from a specific sponsor or donor at any time and unilaterally that he/she/it modifies or removes the mention of the Secure Forest name, logo or project information on its website or any other communication material.
3.2. Secure Forest Partner Vetting
3.2.1. Due Diligence: Secure Forest reserves the right to decline any sponsor or donor not meeting Secure Forest criteria. Such criteria are available upon request.
3.2.2. Non-exclusivity: Secure Forest reserves the right to accept sponsoring from any company unless stipulated otherwise in a contract with a sponsor.
3.3. Rights and obligations of Secure Forest
3.3.1. Reporting: Secure Forest shall produce at least one progress report every year on the active projects informing the Partners on the Project development and results achieved. Project reports, regular project news and updates are shared with all contributors through the Secure Forest website or via email.
3.3.2. Site visits: visits to the Secure Forest project sites may be arranged in exceptional circumstances and with the previous written approval of Secure Forest.
3.3.3. Carbon Credits: Carbon credits may be purchased by the sponsors through Secure Forest. Upon payment these shall be ‘retired’ in the name of the sponsor and confirmed by an issuance note. No specific reporting shall be provided for these transactions.
4.1.1. All payments made to Secure Forest are non-refundable and sponsorships are subject to VAT under German VAT rules. Secure Forest shall not be held liable for determining VAT rules outside of Germany. Verification of the latter and payment of VAT outside Germany shall be the sole responsibility of the sponsor. Except in case of a different payment schedule agreed upon in a sponsorship agreement, the full amount of the sponsoring contribution is payable by the sponsor within 30 days following the date on which the invoice is sent by Secure Forest. Payments can be made via bank transfer, credit/debit card or bank domiciliation.
4.1.2. In case of late payments, in full or according to the payment schedule provided for in the relevant sponsorship agreement, Secure Forest will be entitled to a late payment interest calculated at legal rate. Secure Forest will have the right to cease performing its own obligations as long as the amount due is not paid. In case of a payment schedule, all remaining amounts will be immediately collectable and payable in full.
4.2.1. All donations made to Secure Forest are non-refundable and not subject to VAT. These are assumed being given unconditionally to Secure Forest as the only beneficiary, which shall use the donations to realize its purpose and decide autonomously for which specific project the donation shall be used. Donations made upon condition of use for a specific project or purpose can only be made if these specific conditions or purposes are clearly stated in advance in writing by the donor and are accepted in writing by a duly authorized representative of Secure Forest.
4.2.2. All unconditional donations are considered being accepted by Secure Forest if no refusal is communicated by Secure Forest to the donor within thirty (30) days of the receipt of the funds on the accounts of Secure Forest and upon the conditions stated below.
4.2.3. Donations can be made via bank transfer, or paypal.
4.2.4. Donations shall only be tax deductible in specific countries.
4.2.5. Secure Forest reserves the right to control the allocation of donations to each project site and to redirect contributions to a different project site when appropriate.
4.3.1. The trees and forests are not owned by the sponsor or donor. Ownership of the trees and forests belongs to the Secure Forest.
5.1. Neither party shall be liable for any delay in performing or failure to perform its obligations under the present T&C’s if such delay or failure results from events, circumstances or causes beyond its reasonable control (including, without being limited thereto, fire or other casualty, law, order or requirement of any governmental agency or authority, epidemic (including for the avoidance of doubt, pandemic influenza attack), strike or labor dispute and war or other violence).
5.2. In no event, shall either Party be held responsible for consequential, incidental, punitive or exemplary damages such as loss of revenue, loss of profit or income, loss of product, loss of replacement power or business interruption or loss of business opportunity, of any nature, howsoever caused, including negligence, gross negligence, and strict liability.
5.3. Secure Forest shall not be liable for any damages arising from third-party intellectual property infringement claims. The creations mentioned in clause 3.1.5 above are exposed “as is”. The entire risk as to the use, quality, and performance or non-infringement of third-party rights on these creations, if any, lies solely with the sponsor.
5.4. Notwithstanding any provision to the contrary in a specific agreement, and except in case of gross negligence, willful misconduct or fraud, Secure Forest’s aggregate liability, either contractual or in tort, for all losses, damages, costs, and expenses, including attorney’s fees, arising under or related to the agreement with the sponsor/donor, shall not exceed the amount paid by the sponsor to Secure Forest for the specific services which gave rise to the applicable claim, demand or action, whichever amount is the higher.
5.5. The exclusions of liability provided for in this clause 5 also apply to the liability of Secure Forest’s employees, agents, advisers and representatives.
5.6. Nothing in these terms and conditions shall have the effect of limiting or excluding any liabilities in any way that is not permitted under applicable law.
- APPLICABLE LAW
7.1. Any dispute arising from or in connection with the present T&C’s shall be governed by, and construed in accordance with, the laws of Germany and shall be submitted to the exclusive jurisdiction of the courts of Berlin.