General Terms and Conditions of Sale

PREAMBLE

These General Terms and Conditions of Sale define, without prejudice to the application of specific conditions, the respective obligations of PlantC SRL, whose registered office is located at rue de la sablonnière 29, 5032 Isnes, registered with the Crossroads Bank for Enterprises under number 075.697.1370, and the Client wishing to contribute to preservation and green infrastructure planting projects selected by PlantC, hereinafter collectively referred to as the parties. Email: contact@plantc.be.

PlantC is an impact company whose ambition is to make our rural areas resilient through the planting of hedges, orchards, or innovative plant crops, as well as through the reforestation of forest environments. These projects address various urgent needs: carbon sequestration, biodiversity preservation, water and soil quality, supporting local farmers, and contributing to the well-being of livestock.

We support committed project leaders (farmers, forest owners, municipalities) who cannot realize their planting projects alone due to a lack of access to expertise and financial resources. We therefore make our expertise available to them to help them best conceive the project, implement it professionally, and monitor it over time. Finally, PlantC calls upon entrepreneurial and civic solidarity to secure the necessary resources for the execution of each project. The Client may contact PlantC using the following methods:

Postal address: Rue de la sablonnière 29, 5032 Isnes, Belgium

Email: contact@plantc.be

Phone number: +32 498 55 07 55.

These General Terms and Conditions also govern transactions generated on the website www.plantc.be (hereinafter referred to as the “Site”).

The Parties agree that their relationship is exclusively governed by these General Conditions.

The Client declares to have read and accepted these General Terms and Conditions of Sale by checking the box provided for this purpose before initiating the online ordering process. The Client also accepts them upon signing a quote.

As these General Terms and Conditions of Sale may be subject to subsequent modifications, the version applicable to the Client’s purchase is that in force on the website on the date the order is placed. Modifications to these General Terms and Conditions of Sale are binding on Site users from the date of their online publication and cannot apply to transactions concluded previously.

ARTICLE 1 – DEFINITIONS

Individual Client: any natural person of legal age, and/or legally capable, and not a professional, who places an order on the www.plantc.be website or directly through PlantC.

Professional Client: any natural or legal person, public or private, acting for purposes falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting on behalf of another professional, who places an order on the www.plantc.be website or directly through PlantC.

Client: refers to both Individual and Professional Clients.

Beneficiaries: the Beneficiaries of the advice and contributions collected by PlantC and undertaking planting actions on their land.

Order: refers to the Client’s Order placed on the Site or directly through PlantC (quote), in accordance with these General Conditions.

Site: the website www.plantc.be.

ARTICLE 2 – PURPOSE OF SERVICES

The Client undertakes to pay PlantC, which PlantC accepts, subject to acceptance in certain contracts with the Beneficiary, a sum of money (see Article 4). Beyond a certain amount or to meet specific Client needs, the Client will be invited to contact PlantC directly via contact@plantc.be.

PlantC is responsible, once the sum has been fully collected or according to a sufficient scale previously defined with the Beneficiary, for transferring the funds to the service provider(s) previously designated according to the terms set out in these General Conditions.

To do this, the Client visits the website www.plantc.be or contacts PlantC directly.

The Client can thus undertake to contribute occasionally to the planting of one or more trees in forest areas, fruit trees, linear hedges, miscanthus (non-exhaustive list) allocated to one or more projects in Belgium previously validated by PlantC. Above a certain amount, the Client will be invited to contact PlantC directly via contact@plantc.be.

The Client may request to associate one or more PlantC projects with a service or product by contacting PlantC via contact@plantc.be.

Not all proposed planting projects are exclusively viewable on the site. Once a project has received the full requested support, the information will be directly displayed. A funded and completed project will be displayed in the News or Blog section of the site. The site will then propose other projects, similar or not, for funding.

In consideration of the payment made by the Client, PlantC undertakes to transfer the corresponding support to the service provider previously validated with the Beneficiary for each project designated by the Client. Thus, the green infrastructures supported on www.plantc.be are planted by professionals in the field.

The funds collected by PlantC are paid to the selected service providers according to a timeframe defined in each project sheet. This timeframe is justified, in particular, by the need to consider on-site management constraints (planting period, climatic hazards, etc.).

Plantings are carried out on private or public properties. The Beneficiary is either the owner of the land, located in Belgium, or a tenant (farm lease, long-term lease, etc.). The Beneficiary has attested on their honor to comply with the regulations regarding the permits and authorizations essential for carrying out the planting project and to be able to present these various authorizations or any useful document (Cadastral plan, owner’s agreement if farm lease, etc.) to PlantC.

For any information, particularly regarding access and/or visits, this is made possible from a minimum amount defined by PlantC and through group visits organized exclusively by PlantC. This criterion is therefore considered in a specific contract between the Client and PlantC. The Client must first contact PlantC at contact@plantc.be. The Client is not authorized to circulate on the properties without permission.

Payments made by the Client do not entitle them to tax reduction as they are not considered a donation.

ARTICLE 3 – BENEFICIARY’S RESPONSIBILITIES

The Beneficiary may not apply for any public grants or subsidies, except for specific cases (orchard, resilient forest) and only after validation with PlantC. The Beneficiary is entitled to apply for them independently if the conditions for granting the premium/subsidy allow it, but this does not engage PlantC’s responsibility.

To benefit from the advice and contributions collected by PlantC for their planting project, the Beneficiary participates financially in the project within the limits of their means. The amount of financial contribution is established between PlantC and the Beneficiary based on the quote from the previously designated service provider. The service provider issues two invoices: one addressed to PlantC and the other to the Beneficiary. Thus, there is no direct transfer of money between PlantC and the Beneficiary. These terms are specified in parallel in the purchase order amended with PlantC’s specific conditions.

The purchase order will only be signed once PlantC has collected the necessary funds. Consequently, work can only begin once the necessary sum has been collected by PlantC. Payments from PlantC and the Beneficiary to the service provider will only be made under these conditions as stated in the purchase order.

However, PlantC cannot be held responsible if the full support cannot be collected, or if it cannot be collected within the expected period. In case of insufficient fund collection for planting within the season as defined by the service provider’s quote, the parties will agree on the advisability of continuing the project or continuing to collect funds for planting in the following season (quote +1 year);

The Beneficiary benefits from the bare ownership of the financed plantings as well as their full usufruct, provided that they contribute to the maintenance and proper care of the plants.

The Beneficiary undertakes to comply with the rules for the care and maintenance of the plantings as defined in the purchase order and in this agreement. The Beneficiary understands and accepts that the maintenance of the planting is not the responsibility of PlantC.

The Beneficiary has understood and accepted that they may not destroy all or part of the plantation within the commitment period, except in the specific cases and conditions established in the “Beneficiary” contract.

The Beneficiary has understood and accepted that if they must proceed with the destruction of all or part of the plantation within the commitment period for legislative and administrative reasons (e.g., non-compliance with the permit, or not holding a valid permit, etc.), the Beneficiary is obliged to reimburse PlantC the amount according to the conditions established in the “Beneficiary” contract.

The Beneficiary authorizes PlantC access to the planted plots for verification of key project completion stages; the conducting of visits to ascertain good stewardship, at a maximum rate of 1 visit per year over the entire 10-year commitment period. During this visit, PlantC is authorized to film, photograph the operation and/or the Beneficiary. PlantC is also authorized to grant access to the project to a company benefiting from specific communication services.

ARTICLE 4 – THE ORDER

Orders can be placed on the www.plantc.be website or by contacting PlantC via contact@plantc.be for contributions exceeding a certain amount or to meet a specific Client need.

In the case of an order placed by contacting PlantC, the general terms and conditions of sale will be appended to the quote prepared for the Client or, where applicable, viewable on the Site.

For an order placed on the Site, it can only be registered if the Client has clearly identified themselves by completing the mandatory fields of the order form on the Site.

These collected data are managed by PlantC in accordance with personal data regulations (see Article 8).

Before placing an order, the Client expressly acknowledges having read these General Terms and Conditions of Sale.

The Client’s validation of the order, by checking the box “I have read and accept the general terms and conditions of sale”, constitutes acceptance of the said General Terms and Conditions of Sale.

Any order implies a payment obligation by the Client: the Client thus acknowledges that placing an order commits them to its payment.

The order is only definitively confirmed upon receipt by the Client of an email sent by PlantC.

The Client is invited to check the email address provided by them for identification purposes on the site.

Any order placed entitles the Client to communication from PlantC to keep them informed of the Project’s progress. For a certain amount, to enable communication about their action, PlantC offers a communication service (logo, useful description, etc.) to the Client to allow them to carry out internal or external communication.

The computerized records, kept in PlantC’s IT systems, are considered as proof of communications, Orders, and payments made between the Parties.

PlantC reserves the right to suspend any Order from a Client with whom there is a dispute regarding the payment of a previous Order, pending settlement of this prior Order, regardless of the ordering and/or payment method.

PlantC also reserves the right to suspend any order in the event that no Beneficiary referenced on the Site agrees to receive funds from the Client.

Should PlantC’s suspension of the Order exceed a period of 30 days, PlantC may automatically terminate these General Conditions by sending the Client a registered letter with acknowledgment of receipt, without any compensation to the Client.

Project Completion Confirmation

Once the total amount is collected, PlantC will inform the contributors. Subsequently, PlantC will communicate to a certain extent on the progress of the planting via its communication channels (Newsletter, Blog, or Social Networks, etc.).

Partial Contribution to Green Infrastructure and Change of Beneficiary

The project presented on the Site indicates the total amount to be collected. Nevertheless, the Beneficiary and PlantC will have previously agreed on a minimum amount to be obtained to carry out a part of the green infrastructure planting highly desired by the Beneficiary within the year of the call and/or to extend the call for contributions.

In case of unavailability of plants or impossibility to carry out the planting (insufficient collection, etc.), PlantC will inform the Client by email. The Client may choose between the following options: to be invited to leave their contribution if the call for contributions is extended, or to be invited to choose another project. Failing this, without a response from the Client within 30 days, PlantC reserves the right to retain the amount paid for the same Beneficiary chosen by the Client if the call for contributions is extended, or to allocate the paid amount to another Beneficiary. PlantC will inform the Client in both cases.

PlantC reserves the right not to refund the Order amount if the minimum amount has been reached, allowing the Beneficiary to plant a part of the desired green infrastructure within the year of the call.

ARTICLE 5 – PRICE AND PAYMENT TERMS

The price of a green infrastructure planting project, which is non-negotiable, is set by PlantC and displayed on the website.

It applies to any one-off order placed on the Site or through contact established with PlantC via contact@plantc.be.

The contribution made by the Client covers at least a minimum consideration set by PlantC on its Site.

The price of a project includes the funding transferred to the service providers previously defined with PlantC’s Beneficiaries (reservation and purchase of plants, labor, etc.) and PlantC’s service fee.

PlantC reserves the right to modify its prices at any time, it being nevertheless specified that the Client’s contribution remains invoiced based on the rates in force at the time of order validation.

All Orders, regardless of their origin, are payable in Euros.

Payment Terms

For an order placed on the Site or directly through PlantC, general case applicable to Individual and Professional Clients.

The price is payable in full, on the day the order is placed by the Client, via secure online payment by bank cards: Visa, MasterCard, Bancontact, etc. (non-exhaustive list) or by invoice.

Online payment by one of the accepted bank cards is processed by the secure solution MOLLIE. Mollie complies with the standards established by European authorities in terms of online payment security. Constantly under the supervision of the Dutch central bank, DNB, Mollie is listed in the register of payment institutions of the Dutch central bank.

For more information: https://www.mollie.com/be-fr/features/security.

Payment is immediate.

For an Order placed outside the Site via the contact form or via contact@plantc.be, the price is also payable by bank transfer.

Further to the aforementioned provisions, it is stipulated that in case of total or partial default of payment within the prescribed deadlines, the Order will be cancelled by PlantC. The amount then becomes available again for other Clients.

ARTICLE 6 – TERM OF COMMITMENT AND TERMINATION

These General Terms and Conditions apply from the date of validation and acceptance of the Order by the Client.

PlantC reserves the right to refuse any order from a Client with whom such a dispute exists.

ARTICLE 7 – RIGHT OF WITHDRAWAL FOR INDIVIDUAL CLIENTS

In accordance with the law, the Individual Client has a 14-day right of withdrawal starting from the day after the order, without having to state a reason or incur any penalties. This right of withdrawal does not apply to Professional Clients.

When the fourteen-day period expires on a Saturday, Sunday, or public holiday, it is extended until the first following business day.

To do so, the Individual Client informs PlantC of their intention to exercise their right of withdrawal by completing the form available on the Website, which they send by post or electronically to contact@plantc.be.

Upon validation of the form, PlantC will promptly send the Individual Client an acknowledgment of receipt of the withdrawal to the email address provided by the Individual Client during registration.

PlantC undertakes to fully reimburse the Individual Client for the sums paid no later than 14 days following the date on which it was informed of the Client’s decision to withdraw, exclusively by bank transfer to the Client’s bank account.

ARTICLE 8 – PROCESSING OF PERSONAL DATA

PlantC collects and processes personal data concerning the Client (website, name, first name of the contact person, telephone, email address, postal address, company number).

The lawfulness of this data processing is based on the consent of the data subjects (GDPR – Art 6 §1a).

The data processed are the personal data necessary for the proper execution of the agreed services, as well as for the administrative and accounting management of their file. The data recipients are internal (PlantC staff) and external (project communication, to clients, communication channels, press release, press conference).

Personal data will not be retained for longer than strictly necessary to achieve the purpose for which it was collected, and PlantC will correct and/or delete personal data upon the Client’s request.

By placing an order on the Website, the Client:

• Agrees that their data may be used for the purpose of establishing anonymous statistics strictly internal to PlantC.

• Agrees to receive the PlantC newsletter.

When creating their personal space, the Client agrees that their name and possibly their logo may be displayed in the Website’s Blog. Greater visibility depends on the contribution made by the Client. Access to greater visibility for the Client beyond the Blog (Website Homepage, Social Networks, or other communication support) is to be discussed and contractually agreed upon between PlantC and the Client beforehand. These terms are governed by a separate contract with the client.

The Client’s participation is anonymous by default; the client may, if they wish, check a box that makes it visible to all.

The data subject has the right to access their data, to object to the processing of their data, to have it rectified or erased. The data subject also has the right to restrict the processing of their data and to data portability. The data subject also has the right to withdraw their consent at any time, without affecting the lawfulness of processing carried out before the withdrawal of consent. To exercise your rights, you can contact PlantC at contact@plantc.be.

You have the right to lodge a complaint with the data protection authority (DPA): https://www.autoriteprotectiondonnees.be.

ARTICLE 9 – INTELLECTUAL PROPERTY

All elements of this site, as well as its texts, drawings, photos, illustrations, any films, data, databases, software, domain names, logos, and any other elements contained therein remain the exclusive intellectual property of PlantC. Any copying, adaptation, translation, arrangement, and/or modification, in whole or in part, in any form and by any means whatsoever – electronic, mechanical, or otherwise – are strictly prohibited, except with the prior written authorization of PlantC.

The user, who has a personal website, may place, for personal use, on their site, a simple link directly referring to the homepage of the PlantC Website, subject to PlantC’s prior acceptance.

In no case shall the creation of this link be considered as any implicit affiliation agreement with PlantC.

In all cases, any link must be removed upon simple request from PlantC.

Any use of content (including project sheets, photographs, and videos) originating from PlantC is subject to the mention of credits © PlantC.

Any breach of this clause may lead to civil, commercial, and/or criminal proceedings.

For fair and responsible communication, any mention of the PlantC brand and/or use of the logo, and/or communication operation by the Client is subject to agreement and validation by PlantC. In certain cases, the Client will also use the communication kit prepared for this purpose.

ARTICLE 10 – LIABILITY

It is agreed that PlantC’s obligation hereunder is strictly limited to the collection of contributions and their allocation to the planting of green infrastructure. In certain cases, personalized contracts may include communication and/or support obligations to the Client.

Although PlantC takes all upstream project measures to ensure the success of the plantings, including the choice of service provider and the reception of construction phases, PlantC cannot be held responsible for the final outcome of plantings made by the Beneficiaries, given that the maintenance of the plantings is the responsibility of the Beneficiary and that, furthermore, projects are subject to natural hazards, particularly climatic ones. The carbon sequestration of a project is calculated upstream of planting for hedges; validated when the 80% survival rate is verified in forests.

PlantC undertakes to provide information on the project status at the following key stages: at planting, and upon verification of the survival rate (spring/summer following planting).

PlantC reserves the right to adjust the carbon calculation 5 years after planting, for both hedge and forestry projects. No calculation model exists for standard-stem orchards.

PlantC cannot be held liable for any indirect damages suffered by the Client.

PlantC, in the online sales process or through direct contact with PlantC, is bound only by an obligation of means.

PlantC’s liability cannot be invoked for damage resulting from the use of the Internet network and online payment such as data loss, intrusion, viruses, service interruption, or other involuntary problems. It is the Client’s responsibility to take all measures to protect their data and/or software from contamination by potential viruses, or other malicious code, or hacking from the internet network, and to perform regular backups.

The data presented on the site are communicated in good faith. Links provided to partner sites are for informational purposes only and have no contractual value. The seller cannot be held responsible for information originating from these sites.

The Client is responsible for the choice proposed by PlantC. They certify that they are at least 18 years of age at the time of the order. PlantC disclaims all liability for any inaccuracy in the information provided to it by the Client.

The Client remains entirely responsible for complying with the laws and regulations in force within the scope of their activities and the use of PlantC’s services, including their social, tax, and accounting obligations.

PlantC also excludes all liability in case of communication by the Client to an unauthorized third party or service.

PlantC excludes all liability of any kind relating to the Visual, the files containing it, and/or the transmitted data; to the rights, whatever their nature, attached to the Visual, the Client’s files, and/or data; as well as, without limitation, to the printing, reproduction, representation, downloading of the Visual, the Client’s files, and/or data, by any process whatsoever and on any medium whatsoever.

Similarly, PlantC is not responsible for the conformity of the Visual, files, and/or any Client data with applicable legislation, including, without limitation, legal provisions relating to sponsorship.

Generally, PlantC cannot be held responsible for the content of pages customized by clients.

The Client guarantees that the Client’s files, data, and Visual do not infringe any intellectual and/or industrial property rights or related rights, nor do they infringe on the right to image, privacy, or any other third-party right.

The Visual, all files, and/or data must not, under any circumstances, infringe any current legislation or regulation.

The Visual, all files, and/or data must not, in particular, reproduce any image of a public figure whose representation would be used for commercial, cultural, political, or religious purposes.

PlantC cannot be held responsible for color variations or the rendering of the Visual, given that the quality of the reproduced image depends on the quality of the Visual uploaded by the Client.

ARTICLE 11 – SEVERABILITY CLAUSE

The invalidity, non-applicability, or illegality of one of the clauses provided for in any of the contracts agreed between the parties (specific and general conditions or other agreements) does not in any way entail the invalidity or nullity of the other provisions of the contract. All clauses remain fully valid.

ARTICLE 12 – FORCE MAJEURE

Neither party shall be held liable for any delay or total or partial non-performance of its obligations resulting from the occurrence of a force majeure event.

In addition to those usually recognized by Belgian law, the following are notably considered as force majeure events, without this list being exhaustive: strikes, lockouts, bad weather, storms, fires, floods, wars, computer bugs or viruses, technical incidents, supplier delays, labor shortages, illness, etc.

A force majeure event suspends the obligations of the parties for the duration of its existence.

However, if the force majeure event lasts for more than thirty (30) days, it shall entitle either party to terminate this agreement by right, by sending a registered letter with acknowledgment of receipt. Payment shall remain due for obligations already performed, and the parties shall settle their accounts accordingly, without being able to claim any compensation of any kind whatsoever.

ARTICLE 13 – DISPUTE

These General Terms and Conditions of Sale are subject to Belgian law.

In case of a dispute, the Client shall first contact PlantC to seek an amicable solution.

Should this fail, the parties undertake to attempt to resolve any dispute relating to the validity, interpretation, or execution of this agreement through mediation or conciliation.

This shall commence no later than the 15th clear day following the request for mediation or conciliation notified by one party to the other party. Unless expressly agreed otherwise by the parties, the duration of the mediation or conciliation cannot exceed 30 clear days. Once this period has elapsed, the parties shall again be free to bring their dispute before the courts.

In case of a dispute, the Individual Client has the possibility to submit a request to the Consumer Mediation Service. Information on alternative dispute resolution methods can be obtained via the link http://www.mediationconsommateur.be/fr.

PlantC nevertheless reserves the right to submit any potential dispute exclusively to the courts. In case of a dispute, the courts of PlantC’s registered office shall have jurisdiction (RPM Liège – Namur Section), unless otherwise provided by mandatory legal provisions.

The applicable law is Belgian law, in the French language.

The parties accept, within the framework of their relations, electronic means of proof.