General Terms and Conditions AgoraNatura
1. general regulations
1.1 AgoraNatura operator
The operator of the online marketplace AgoraNatura, hereinafter referred to as "AgoraNatura", is AgoraNatura e.V., represented by the Chairman of the Board Ingo Ammermann for NABU (Naturschutzbund Deutschland) e.V. and the Deputy Chairman of the Board Prof. Dr Bettina Matzdorf for the Leibniz Centre for Agricultural Landscape Research (ZALF) e.V. and the Deputy Chairman of the Board Bernhard Krüsken for the German Farmers' Association e.V., Charitéstraße 3, 10117 Berlin, hereinafter "Operator".
These GTC apply to all visitors[1] and registered users of AgoraNatura. They govern the rights and obligations when visiting and using all available functions. Supplementary to these GTC are the Privacy policy of the operator, the terms and conditions of their payment service provider Secupay (https://secupay.com/de/agb), the offeror's cancellation policy (see link on the respective offer page)), other information provided by the offeror in the offer description and the legal information in the Imprint which are hereby expressly referred to.
Furthermore, it is pointed out that the operator does not become a contractual partner of the contracts concluded between users on AgoraNatura, but that the provision of AgoraNatura exclusively facilitates the non-binding viewing of offers and the conclusion of contracts between offerers and investors. enables. Each offeror is responsible for its own offer, the description of which forms the basis of the legal transaction concluded on AgoraNatura.
[1] For reasons of better readability, the use of gender-neutral formulations or pair formulas is dispensed with in the following. In principle, however, each gender is meant.
1.2 Description of AgoraNatura
AgoraNatura is an online marketplace for certified nature conservation projects. AgoraNatura is intended to support the nature conservation commitment of companies and private individuals as investors in the conservation, promotion and/or development of biodiversity and ecosystem services (hereinafter: "provision of biodiversity and nature services") and to provide additional funds for effective nature conservation work. AgoraNatura was created as part of the joint research and implementation project AgoraNatura - NaturMarkt (2015-2021; National Biodiversity Strategy). The partners in AgoraNatura were the Leibniz Centre for Agricultural Landscape Research (ZALF) e.V., the University of Greifswald and Deutsche Umwelthilfe e.V.
AgoraNatura offers natural and legal persons under public and private law (e.g. consumers, companies, municipalities, associations) various opportunities to invest in the provision of biodiversity and nature services in the form of concretely proposed projects by providers. All published projects whose realisation can be invested in on AgoraNatura are listed according to the nature conservation law.plus-standard and meet its criteria. Any reference in these GTC to the Natureplus-Standard is a reference to the definition of the Natureplus-Standards under www.naturplus-standard.dewhere the contents of the natureplus-standards are published. AgoraNatura reserves the right to include further certification standards in these GTC if this is conducive to the fulfilment of AgoraNatura's purposes.
The shares in the financing of the biodiversity and nature services provided in the tendered projects are evidenced in certificates, which are mapped in an investment certificate.
This provides information on the investment share in the project, which is reflected in a certain number of acquired certificates, and thus on the project-related percentage of biodiversity and nature services provided.
The investment certificate makes clear that the investment shares and certificates are inalienable. It also certifies to the investor that the investment shares and certificates are not valid on mandatory markets or are not otherwise available for offsetting against other instruments of climate, environmental, nature and landscape protection. These mandatory markets and instruments include, in particular, the mechanisms of the Greenhouse Gas Emissions Trading Act (TEHG), compensation and substitution measures or Compensation measures for interventions in nature and landscape according to the Federal Nature Conservation Act (BNatSchG), the nature conservation laws of the Länder, the Building Code, the Federal Mining Act or according to other regulations, but also comparable legal institutions with which interventions can be compensated (also in advance) by means of measures (such as eco-points/eco-account and eco-pool approaches), as well as measures that are already the subject of EU or state funding, e.g. land management methods conducive to climate and environmental protection within the framework of so-called greening. The investment made therefore always promotes the provision of biodiversity and nature services in addition to other instruments.
For each tendered project, bidders can generate several certificates, each of which represents an eligible share of the tendered project. Investors can invest in a certificate issued in accordance with theplus-In doing so, they can also invest in biodiversity and nature services through their investments, thereby increasing their share of the investment in the project and their individual support for the provision of biodiversity and nature services. They can also invest in multiple certificates, thereby increasing their share of investment in the project and their individual support for the provision of biodiversity and nature services.
Agora Natura offers investment opportunities of different kinds. On the one hand, investments can be made in the provision of biodiversity and nature services within the framework of an exchange of services contract (structured as a contract for services or a contract for work and services), which results in concrete claims against the provider. On the other hand, donations can also be made for the provision of biodiversity and nature services. As confirmation, but not as consideration, in this case the investor is allocated the certificates evidenced by his donation within the framework of an investment certificate. Furthermore, in the case of a donation, investors receive a tax-relevant confirmation of support directly from the provider, provided that the provider meets the tax law requirements for non-profit status.
The provider(s) decides on the type of investment opportunity - within the framework of an exchange of services contract and/or through donations within the framework of a donation agreement. It should be noted that investments by way of a donation can only support projects with a focus on the implementation of measures. In contrast, projects in which investments can only be made in concretely measurable results of measures or project successes cannot be the subject of an investment by donation.
In detail, the Functionality and terms of use of AgoraNatura under 3. and the Investment process described under 4.
1.3 The Naturplus Standard
Since the contents of the Natureplus-Standards under www.naturplus-standard.de are published, the following description of the standard is not conclusive and has no legal effect.
The natureplus-Standard is a standard for nature conservation projects for the provision of biodiversity and nature services developed by the Leibniz Centre for Agricultural Landscape Research (ZALF) e.V., the University of Greifswald and the Institute for Sustainable Development of Natural Areas of the Earth (DUENE) e.V. as part of the AgoraNatura - NaturMarkt research and joint project "Inwertsetzung von Klima und Naturschutzmaßnahmen in den Nationalen Naturlandschaften Deutschlands". It consists of a generally applicable catalogue of criteria for the recording of biodiversity and nature services in nature conservation projects. These describe specific requirements for project development and methodologies, as well as rules for measuring, reporting and verifying biodiversity and nature services provided. The aim is to quantify these services as far as possible. The criteria require documentation of implementation and monitoring. The type and frequency of documentation and monitoring is defined in a project description, which describes the projects with the measures to be implemented and the expected results in a transparent and comprehensible manner. The project description is the basis for the certification report, which checks whether all criteria of the standard are met. The certification of AgoraNatura projects is carried out by agrathaer GmbH.
The bidders are given assistance in the design of the projects in so far as under www.naturplus-standard.de different methods are presented that may be suitable for quantifying biodiversity and nature services. Furthermore, on the AgoraNatura pages there are different project types developed within the AgoraNatura - NaturMarkt research and joint project as examples. These fulfil the criteria of the Naturplus-standards regarding the methods to be used as well as the rules for measuring, reporting and verifying services provided for biodiversity and nature services. Providers can refer to these for individual project design. Even those projects that follow the exemplary project types are individually designed according to the nature conservation standard.plus-standard.
Active certification according to the Natureplus-Standard exclusively ensures the ecological quality of the project offer in terms of the provision of biodiversity and nature services, irrespective of whether the project is financed within the framework of a performance exchange contract or through donations. The certification is a prerequisite for the publication of a project as invitatio ad offerendum (invitation to submit an offer) on AgoraNatura.
2. definitions
"AgoraNatura" is the online marketplace through which providers can describe their projects and offer them for investment through performance exchange contracts or donations, which is intended to enable communication between users for the initiation of legal transactions and through which legal transactions for investment in the provision of biodiversity and nature services are processed, including the areas for bid creation, bid certification, user-user communication and the back office (dashboard) provided, which can only be viewed by registered users. AgoraNatura and its functions are described in detail in these GTC.
"Providers" are registered users who post a project on AgoraNatura and get paid for providing biodiversity and nature services (possibly involving third parties).
"Issue of a certificate" is the final digital confirmation of occupancy of the certificate after conclusion of the contract in the investment certificate.
"Call for tenders for a project" (also: "project announcement") or "publication of an offer" (also: "offer publication") are synonymous with the posting of the project on AgoraNatura by the offering party, released by the operator after successful certification, for the purpose of making offers accessible and presenting it to visitors and registered users with the aim of soliciting investment offers ("invitatio ad offerendum") within the framework of service exchange contracts or by donation.
"Ready for disbursement" is the time when the total investment amount is reached within the specified financing phase and all payments are received, taking into account the specifics of the selected payment method and acceptance of all investments by the offeror.
"Occupancy of a certificate" is the linking of an investment with a certificate intended for this purpose.
"Provision of biodiversity and nature services". is the conservation and/or promotion and/or development of biodiversity and/or nature services by a provider in the context of a project tendered for investment to implement specific measures and/or bring about a specific measure or project success.
"Order Confirmation" is the electronic confirmation of receipt of the order within the meaning of § 312i para. 1 no. 3 BGB.
"Visitor" are all natural or legal persons who visit AgoraNatura to view offers or for the purpose of concluding contracts. Visitors are given the opportunity to register as registered users in order to use extended functions of AgoraNatura while logged in.
"Participation in a project" is the provision of a certain sum of money for the provision of biodiversity and nature services in a specific project within the framework of a service exchange contract or by donation, which is confirmed by the transmission of an investment certificate. Participation is not to be understood in corporate law as a project share in the sense of participation rights or similar; it only symbolises an investment in a project.
"Documentation" is the preparation of the provider's implementation and monitoring reports in accordance with the natureplus-Standards.
"Implementation of a project" is the implementation of the project through certain measures according to the project description as well as the project documentation and the submission of reports by the provider and/or, depending on the project, the obligatory achievement of a certain measure success.
"Logged in users" are registered users who have registered (logged in) to use the advanced features of AgoraNatura during the course of their visit to AgoraNatura.
"Submission of a project proposal" is the submission of a concrete project concept for certification and subsequent publication as an offer or tender as a project on AgoraNatura.
"Total investment amount" is the total sum of all investments for the realisation of the tendered project specified in advance by the bidder. It corresponds to the sum of the price of all investment shares (certificates) offered.
"Investing" are users who make an investment, i.e. who financially support the project of a provider through a donation or through remuneration within the framework of a service exchange contract.
"Investment" is the payment of a sum of money by an investor for the realisation of a project by an offeror either in the context of an exchange of services contract or in the context of a donation.
"Investment Proposal" is the binding offer to invest by completing the ordering process (pressing the "order with costs" button) on AgoraNatura.
"investment share" is the actual share of an investment in a project, i.e. the ratio of an investor's investment to the total investment determined by the provider, as evidenced by the number of certificates evidenced by an investor after conclusion of the contract. An investment share thus represents the extent to which an investor participates financially in a project.
"Investment certificate" is the confirmation of the number of individual certificates from a project occupied by an investor and their numerical ratio to the total number of occupied certificates in a project. The investment certificate also includes evidence of whether the investment was made through an exchange of services agreement or through a donation. The investment certificate shall also indicate that the allowances are not for sale and are not for the mandatory market.
"Investment amount" is an investor's individual financial investment in certificates.
"Service exchange contract" is a service contract pursuant to § 611 BGB for the execution of measures and their documentation "without promise of success" (AgoraNatura formulation: "promises of measures and documentation") or a contract for work pursuant to § 631 BGB for the execution of measures "with promise of success" (AgoraNatura formulation: "promise of success"); the classification is measured according to the project description.
"Measures" are activities carried out by the providers to deliver biodiversity and nature services in the context of the described project.
"Measure implementation" is the implementation of a single measure to provide biodiversity and nature services according to the project description.
"Success of measures" is the successful completion of a single measure for the provision of biodiversity and nature services according to the project description.
"Monitoring and Implementation Report is the time-bound, transparent, project-accompanying and orderly compilation of all information on the measures carried out according to the project description as well as the written summary of the development of the intended results according to the methods and times specified in the project description by the provider.
"Natureplus-Standard" the certification standard is in accordance with the www.naturplus-standard.de published conditions; the description there is authoritative.
"Parties" are investors and providers.
"Project" is a provider's project for the provision of biodiversity and nature services including their measurement, quantification, description, verification, review and presentation in accordance with the Natureplus-Standards. A project can include several measures.
"Project description" is a collection of information describing a specific offer. The data is recorded and validated in a structured manner in a form provided. They then form the basis of the certification and are also the basis for the presentation of the offer on the online marketplace (in various formats).
"Project success" is the successful completion of a project to provide biodiversity and nature services according to the project description.
"Project Types" are recommendations described by AgoraNatura as an aid to providers for methods that can be used for certification according to the Naturplus-Standard are accepted.
"Registered users" are all natural or legal persons who have registered to use extended functions of AgoraNatura.
"Registration" is the opening of a user account on AgoraNatura after going through the registration procedure provided for in these GTC.
"Service Fee" is the fee payable by the supplier to AgoraNatura in accordance with these GTC to cover any refund costs and for the provision of this platform, plus any applicable VAT.
"Donation" is the provision of a certain amount of funding for the provision of biodiversity and nature services in a specific project under a donation agreement.
"Published project" is the project proposal published on AgoraNatura, which is thus accessible to investments and to be implemented by the bidders once it is ready for disbursement.
"Certificates" are proofs of the expected provision of quantified biodiversity and nature services on an area of 100 m" each per year, to which a certain price is assigned.
"Certification" is the verification and confirmation of the compliance of an individual project presented in the project description with the criteria of the Natureplus-standards. It is a prerequisite for tendering a project or publishing a bid on AgoraNatura.
"Certification Report" is the confirmatory result of the formalised review of the project descriptions with regard to compliance with the criteria of the Natureplus-standards and a prerequisite for certification.
"Certification Body" is the body designated by AgoraNatura to certify offers in accordance with the certification standards referred to in these GTC.
3. operation and terms of use of AgoraNatura
The use of AgoraNatura is voluntary. It does not serve the fulfilment of contractual or legal obligations. Visitors can view AgoraNatura without registering and can view all areas released for non-registered use. Certain functionalities of AgoraNatura are only available to registered users. Registered users are liable for all activities undertaken by them in the context of using AgoraNatura. The operator reserves the right to exclude registered users from using AgoraNatura in the event of legal violations in compliance with legal requirements.
3.1 Registration
The contract for the use of AgoraNatura as a registered user is concluded through registration and activation as a user. Registration may only be carried out by persons of full legal capacity and those acting with the consent of their legal representatives. Registered users within the meaning of these GTC may be both natural persons and legal entities. Registration as a registered user is free of charge. For this purpose and for the purpose of using extended functions of AgoraNatura, offerors and investors must provide their first and last names, and in the case of registration as a legal entity, its name and legal form, as well as a valid e-mail address. Providers must also provide suitable bank account details and their postcode. (Potential) investors must also provide a billing address.
To open a user account, a user name and password must be selected. Registration is carried out in accordance with the applicable data protection law using the so-called double opt-in procedure. For final registration, an activation link sent by e-mail must be called up within 72 hours.
3.2 Services and consideration
The operator ensures the technical requirements for the use of AgoraNatura and provides registered users with a user account. The operator will endeavour to make AgoraNatura and its functions available as uninterruptedly as possible. However, no specific availability is promised. In particular, the operator is entitled to regularly and unscheduledly take AgoraNatura offline for maintenance work. The operator is also entitled to change the functionality, appearance or other features of AgoraNatura. Access is only granted to the current version of AgoraNatura. The operator advises bidders on the publication of an offer or the tendering of a project at its own discretion. The individual agreement of special services for a fee is possible in principle, but is subject to examination on a case-by-case basis. The operator shall forward the project proposal submitted to the nature conservation authorities.plus-The certification body is legitimised by the AgoraNatura standard. The reporting obligations of the provider are fulfilled by entering the reports via the account at AgoraNatura. The platform allows attachments up to a size as displayed on the platform, but at least 5 MB. If the platform is not available for technical reasons, the providers are nevertheless obliged to submit the report; this must then be done electronically in another way vis-à-vis the investors and the certification body.
If the operator of AgoraNatura changes, the successor assumes the rights and obligations of the previous operator. Data transfer and processing are governed by the privacy policy of the operator and the successor as well as the requirements of the EU General Data Protection Regulation (GDPR). The rights of data subjects are also governed by the EU Data Protection Regulation.
AgoraNatura's services may be subject to fees, which are set out in a separate Price list be defined. Only when such a price list is published on the platform will fees be charged for the services specified in the price list. The details regarding the registration process and the utilisation of other services are described at the appropriate place on AgoraNatura. The Operator is authorised to independently update and expand the range of services at any time.
3.3 Conclusion of contracts on AgoraNatura
The projects advertised or offers published by bidders on AgoraNatura are merely legally non-binding invitations to submit an investment offer by the potential investor (invitatio ad offerendum). The bidders are obliged to inform users about the project in an appropriate manner. This is done through the offeror's project description. How the bidder is to structure the project description and which other relevant documents are to be submitted is described in the relevant section of AgoraNatura and is based on the operator's specifications.
The bidders tender a project or publish an offer either for investment within the framework of a (1) donation or a service exchange contract, i.e. (2) a service contract or a (3) work contract.
It is not possible to tender a project both for investment under a performance exchange contract and by donation.
The submission of an investment offer takes place after selecting a number of certificates (add to shopping cart) and going through the ordering process by pressing the button "Order with obligation to pay". This applies to all three different investment options in the provision of biodiversity and ecosystem services.
In the case of an investment by service exchange contract, i.e. service contract or contract for work and services, the Investor submits a binding remuneration offer for the selected allowances by pressing the "Order subject to payment" button and receives an electronic order confirmation without delay. If the offeror accepts the offer, the investor receives a confirmation of the conclusion of the service exchange contract.
Acceptance of an offer by an investor to conclude a contract (service exchange contract or donation agreement) must be declared immediately after its receipt by the offering party (transmission by AgoraNatura). After a period of two weeks following receipt of the investment offer, it is deemed to have been accepted. By concluding the contract, the investor undertakes to pay the investment sum.
Offerors are not obliged to accept investment offers. In the event of non-acceptance, payments already made shall be immediately refunded to the rejected investor. Further details shall be determined in accordance with the statutory provisions and the following paragraphs. All contract conclusions are subject to the reservation that all available certificates are occupied. Two weeks after payment maturity, the certificates acquired are issued in the investment certificate. This shall be transmitted electronically to the investor without delay. If the total investment sum is not reached after the expiry of the investment period specified by the offeror in the project description after the first publication of the invitatio ad offerendum on AgoraNatura, i.e. if not all available certificates have been occupied with an investment, the investors will receive their investment sum back without interest. Repayment is due four weeks after the end of the investment period.
In the case of an investment by donation, the investor submits a binding donation offer in the amount of the investment sum for the selected certificates by pressing the "Order subject to payment" button. The investor receives an electronic confirmation of the submission of the donation offer. If the offeror accepts the offer, the investors will receive an electronic confirmation of acceptance. The donation agreement between the offerors and the investors is concluded without a separate declaration if all the certificates offered for a project have been backed by investments. Two weeks after payment maturity, the certificates acquired are issued in the investment certificate. This is sent to the investors without delay. In accordance with legal regulations, a tax-relevant donation certificate is also issued to the investor by the offering party. Even in the case of an investment by donation, investors will receive their investment sum back if the total investment sum is not reached within the investment period specified by the offeror in the project description after the initial publication of the invitatio ad offerendum on AgoraNatura.
If contracts for the provision of biodiversity and nature services are terminated prematurely, the operator shall be informed thereof in text form. In particular, the following information shall be provided: the reason for termination, if applicable the financing status in the case of projects with several investors, as well as evidence of initiated repayment procedures.
3.4 Terms of use for providers
3.4.1 Use of the platform
Data collection, processing and storage as well as their transfer to project partners or third parties are governed by the Privacy policy of the operator. The providers make this data protection declaration their own for their use of AgoraNatura vis-à-vis investors.
As registered users on AgoraNatura, bidders can electronically submit project proposals for certification as a publishable offer or tenderable project. The project description will be assessed for compliance with the criteria of the natureplus-standards and certified. By submitting the project proposal, the bidders agree to the publication of the offer or the tendering of the project on AgoraNatura as an invitatio ad offerendum (invitation to submit an offer) following successful certification. If the submitted project proposal complies with the natureplus-If the bid does not meet the standard, the bidder will be notified electronically and the bid or the project will not be published on AgoraNatura.
There is no entitlement to certification or publication of a submitted project proposal.
When publishing an offer or an invitation to tender for a project as an invitatio ad offerendum, the offerors must comply with the statutory provisions applicable to them, in particular the information obligations under the German Civil Code (BGB) and the Introductory Act to the German Civil Code (EGBGB). Investors must be granted a right of withdrawal by the offeror. For the cancellation policy, the offering parties shall use the model cancellation policy provided by AgoraNatura and aligned with the provisions of the Introductory Act to the German Civil Code (EGBGB). In order to exercise the right of withdrawal, investors can use the withdrawal form in accordance with the Introductory Act to the German Civil Code (EGBGB), which the operator embeds on the website. The providers link their cancellation policy to the model cancellation form. The operator provides the technical requirements for this.
The bidders are obliged to provide the reports stipulated in the project documents in due time at the location specified by AgoraNatura.
The service fee (cf. price list) is owed when the resolutory condition of the service exchange agreement or the donation agreement (see 4.1.1.) ceases to apply.
The service fee includes the transaction-related charges for payments to the provider. Any remaining balance is due to the operator.
3.4.2 Copyrights to images, films and texts; personal rights and other rights of third parties
The offering parties are entitled to use the images, films and texts they use on AgoraNatura in the manner intended. This also applies in each case to the content of the images, films and texts and the persons shown, named or referred to therein. The providers are solely responsible for compliance with the copyright to the images, films and texts used and the protection of personal rights (such as the right to one's own image) and other rights of third parties within the framework of the use of the images, films and texts and are liable for infringements of the law. The providers shall obtain the necessary consents before using the images, films and texts.
The use of the images, films and texts by the offering party on AgoraNatura does not constitute use by AgoraNatura. AgoraNatura is entitled to use the images, films and texts used by the providers on AgoraNatura for the marketing of the platform. In addition to reports of projects on the AgoraNatura platform itself, this includes
- promoting projects and AgoraNatura on social media channels,
- the press and public relations work for AgoraNatura,
- the creation of print media of any kind,
- the use of extracts for the production of film clips and
- the right of investors to publish, disseminate, reproduce, exhibit, present and make publicly accessible images, films and texts relating to their respective projects elsewhere than on AgoraNatura, with the respective author being named.
The bidders are obliged to have the corresponding rights of use and to grant these to AgoraNatura. By submitting the project proposals for certification, the bidders automatically give their consent to the use of the images, films and texts used by AgoraNatura in the manner described above and guarantee AgoraNatura that the use of the images, films and texts used by AgoraNatura for the marketing of the platform as described above does not infringe personal rights and other rights of third parties and that the necessary consents have been obtained.
AgoraNatura and the operator do not accept any liability for legal infringements by the offering party. In the event of claims being made against AgoraNatura or the operator by third parties, AgoraNatura or the operator are entitled to demand a corresponding full release from liability from the responsible provider. The responsible provider is obliged to compensate AgoraNatura or the operator for any costs and damages resulting from a claim by a third party.
3.5 Terms of use for investors
The collection, processing and storage of data as well as their transfer to project partners or third parties are governed by the Privacy policy of the operator. Non-registered potential investors can view as visitors all areas of AgoraNatura that have been released for non-registered use, e.g. the published offers or the project tenders. Investors can only use extended functions of AgoraNatura as registered users.
4. the investment process
The investors promote the provision of biodiversity and nature services through a specific project, which is implemented by the provider. Once the total investment amount has been reached, providers are obliged to implement the certified project in accordance with the project description and must use the investment funds provided by the investors for this purpose. AgoraNatura makes it possible to acquire concrete investment shares in the form of certificates in a project, which are evidenced in the investment certificate. For this purpose, the providers divide the total investment sum into investment shares, which are represented by the total number of certificates issued. The certificates issued in relation to the total investment sum are numerically, but not qualitatively, related to the total area with the biodiversity and nature services provided there. The certificates issued therefore only relate to the total area and are not themselves related to specific sub-areas. An investor always promotes only a part of the entire project, but not a specific section of the area.
4.1 Design of the project
The manner and timing of the investment shall depend on the respective projects. The project description shall become the subject matter of the contract. In the event that the project is not implemented in accordance with the project description, all amounts paid shall be refunded. The providers shall inform the investors in accordance with the monitoring and implementation reporting specified in the project description. They are obliged to provide each individual investor with information from the documentation. The information is provided in a standardised manner electronically through the provider's reports.
Depending on the design of the project, investors have the following funding opportunities through investments:
- Investors can be compensated for the provision of biodiversity and nature services within the framework of a nature conservationplusThe donation model can be used if the provider has been certified as a non-profit organisation by the responsible tax office. The donation model can be used if the provider has been certified as a non-profit organisation by the responsible tax office and the investment is for charitable purposes within the meaning of Sections 52 and 53 of the German Fiscal Code (AO) and does not pursue any economic purposes of its own. The investment must then be used for the purpose of the project measures described. In addition to a donation certificate from the provider, the investors receive an investment certificate on their participation in the promotion of the project, which shows the investment share - represented by certificates - with which they are involved. The investment certificate and the certificates depicted therein as well as the investment share depicted therein do not constitute consideration for the payment. The participation in a project is of a non-material nature in the case of a donation. If the project cannot be carried out, the donation may be reclaimed in accordance with the statutory provisions. In the event of a repayment of a donation in accordance with the statutory provisions, the legal consequences for the certificates issued and the investment certificate shall be determined in accordance with Chapter 4.2.
- The service exchange contract in the form of a service contract ("Commitments of Measures and Documentation") allows investors to pay the provider a certain proportionate investment for the provision of biodiversity and nature services in the context of a project funded by the natureplus-The provider undertakes to implement specific measures defined in advance and to document the implementation and results. The provider undertakes to implement specific, previously defined measures and to document the implementation and results of the measure. In the case of a service contract, the fee is paid for the fact that the measures and results are carried out and documented as promised (activities), but not for the fact that a specific measure success actually occurs. The aim of the measures is to achieve an improvement compared to the reference scenario. The investors receive an investment certificate for their participation in the project funding, in which the acquired certificates are shown, which prove their respective investment shares. Details are determined by the project description. Depending on the design of the project, investors may be able to reclaim the investment in accordance with the legal provisions if the project cannot be implemented or cannot be implemented in full. The legal consequences for the certificates issued and the investment certificate are determined in accordance with Chapter 4.2.
- Also in the case of a performance exchange contract in the form of a contract for work and services ("promise of success"), the investors can pay the providers a certain proportionate investment for the provision of biodiversity and nature services within the scope of a contract concluded by the nature conservation authority.plus-standard project. Here, however, the result defined by the bidders (the success of the measures) becomes the main performance of the contract. In the case of a contract for work and services, the providers promise not only the implementation and documentation of the measures, but also the verifiable achievement of the success they describe. It is therefore a question of remuneration for the result defined from the outset, about which the bidders are obliged to report and provide evidence. Reports on the implementation of the necessary measures are therefore not required. Also in the case of a contract for work and services ("promise of success"), the investors receive an investment certificate on their participation in the promotion of the funded project, in which the acquired certificates are shown, which prove their respective investment shares. Details are determined by the project description. If a project is not carried out and the investors receive their investment back, the legal consequences for the certificates issued and the investment certificate are determined in accordance with Chapter 4.2.Depending on the design of the project, investors can reclaim the investment in accordance with the legal provisions if the described project success does not occur or does not occur completely or if there is a defect within the meaning of § 633 BGB. Details are determined by the project description. In the event of such a (partial) repayment, the legal consequences for the certificates issued and the investment certificate shall be determined in accordance with Chapter 4.2.Reference is made to the requirements and consequences of § 640 BGB (acceptance) and § 646 BGB (completion instead of acceptance) for offerors and investors. Upon request, the operator shall provide the offerors with the assistance necessary to comply with these provisions.
Before the provider can offer a project for investment, it must decide whether the provision of biodiversity and nature services can be financed under the (1) donation model or under a service exchange contract - i.e. (2) a service contract or (3) a contract for work and services.
The contractual relationship arises exclusively between the offeror and the investor and is governed by the statutory provisions in compliance with these GTC. Any settlement and reversal of the contract is governed by the statutory provisions as well as these GTC and the regulations referred to under 1.1. No additional claimants can be derived from AgoraNatura's GTC. In the event of poor or non-performance on the part of the bidder and in the event of defects in the project, the statutory provisions apply.
4.1.1 Procedure for concluding contracts on AgoraNatura
A contract is concluded on AgoraNatura in detail as follows:
- The bidders tender a project either for investment under a performance exchange contract, i.e. a service contract or a contract for work or a donation.
- The certified projects posted for investment by bidders on AgoraNatura constitute a legally non-binding invitation to submit an offer by the investor (invitatio ad offerendum).
- The submission of an investment offer is made by the enquirer after selecting a number of certificates ("invest in project") and going through the ordering process by pressing the button "Order subject to payment".
- In the case of an investment by donation, the investor submits a binding donation offer in the amount of the investment sum for the selected certificates by pressing the "Order subject to payment" button. In the case of an investment within the framework of a service contract or a contract for work and services, the investor submits a binding offer of remuneration for the selected Certificates by pressing the "Order with obligation to pay" button.
- If the offering party accepts the investing party's offer, the investing party receives a confirmation of the resolutory conditional conclusion of the donation agreement, the service contract or the contract for work and services. After all offered certificates have been substantiated by investments, the resolutory condition ceases to apply. If not all available certificates have been occupied by an investment, the investors shall receive their investment back (resolutory condition for the contract within the meaning of sentence 1).
- Acceptance or rejection must be declared by the offering party immediately after receipt of the investment offer via AgoraNatura. Offering parties are not obliged to accept investment offers. After a period of two weeks following receipt of the investment offer, it is deemed to have been accepted (fiction). All contracts are concluded subject to the achievement of the total investment sum (i.e. allocation of all allowances of a project with investments). If this is not reached after expiry of the investment period specified by the bidder in the project description, the contract becomes invalid (resolutory condition). In the event of rejection of an offer in response to an "invitatio ad offerendum" or of the contract becoming ineffective due to non-achievement of the total investment amount, any payments already made shall be repaid to the investor. Repayment is due four weeks after non-acceptance of the offer or four weeks after expiry of the investment period.
- Provided that all certificates have been backed by an investment, the investor will receive an investment certificate informing about the number of certificates and details of the project. If the investment is a donation, the investor will also receive a tax-relevant donation certificate directly from the provider(s).
4.1.2 Donation-based project financing
A donation-based investment is only possible with non-profit providers. A donation is to be treated as a gift according to § 516 BGB. A provision may be added to a gift that the recipient is to be obliged to perform a specific service. In the case of such a donation for a specific purpose, a purpose is pursued that goes beyond the donation to the donee. At AgoraNatura, the purpose is the use of the investment for the project measures described. A success cannot be demanded by a donation investment. In projects that are donation-based, therefore, the implementation of a specific measure is always promoted. The investment is then used for a specific purpose for the described project measures. The participation of the investor in a project is represented by certificates. The total number of all certificates received represents the investment share. The certificates do not represent a consideration, but merely make clear the project participation through the donation. In accordance with the legal requirements, the provider issues a donation certificate to the investor. If the project is not carried out in part or in full, the possibility of reclaiming the donation is determined by the legal provisions. If the donation is repaid, any donation receipt issued loses its validity and must be destroyed. If necessary, the responsible tax office must be informed by the investor.
4.1.3 Performance exchange contract as a service contract
4.1.4 Service exchange contract as a contract for work and services
Under a contract for work, the investors gain even stronger claims than under a service contract, as they can demand not only project implementation and project documentation, but also the promised provision of biodiversity and nature services, which is measured by the achievement of performance indicators. Here too, however, the investors do not receive a donation certificate. Also in the context of the contract for work, the issuance of certificates as part of an investment certificate means, on the one hand, that each individual investment flows into the total investment sum and, on the other hand, that all investors can in principle derive the same rights from their investment shares by concluding the contract. The purchaser of the work within the meaning of § 631 BGB (here the investor) pays remuneration (remuneration for the work) for the fact that the contractor of the work (here the provider) creates a work (success is e.g. identification plant species of a habitat). Within the framework of the contract for work and services ("promise of success"), the investor therefore has a claim to the achievement of the agreed success in accordance with the nature conservation law.plus-Standard certified project and on corresponding information from the project documentation (monitoring and implementation reporting). This information can also be replaced here by the announcement on AgoraNatura. The investor must be informed about the announcement. This is done automatically when the report is posted on the platform. The offering party must produce the work free of material defects and defects of title and the work must in principle be accepted by the investor. A material defect would be, for example, the non-existence of the promised characteristic types. By sending the final or, in the case of multi-annual projects, annual monitoring and implementation report, the bidder asks the investors to declare their agreement with the successful implementation of the project within two weeks of a certain point in time (existence of the success indicators). He gives them the possibility of a physical acceptance by informing them of the time of the existence of the indicators (e.g. identification plant species) and the location of the plant in the same call, as well as making the plant physically accessible to them. After receiving this information, or as indicated in the project description, the investor has the opportunity to inspect the plant. If an investor allows the aforementioned period to elapse (i.e. does not refuse acceptance within this period, stating at least one defect), the work is deemed to have been accepted in the case of this investor. If the investor is a consumer, this legal consequence only occurs if the offeror, together with the request for acceptance, has pointed out to him the consequences of a non-declared acceptance or an acceptance refused without stating defects (Section 640 (2) sentence 2 BGB). An acceptance (physical or else on the basis of the tendering party's documentation) can be transmitted to the tendering party on AgoraNatura. If the project success under a contract for work and services does not occur, the reimbursement of all payments can be demanded from the provider in accordance with the statutory provisions. Any (partial) repayments due to defects within the meaning of § 633 of the German Civil Code (BGB) are to be distributed pro rata in proportion to the share of the investment sum in the total investment sum. Express reference is made to the provisions and consequences of § 640 BGB (acceptance) and § 646 BGB (completion instead of acceptance) for bidders and investors. Upon request, the operator shall provide the bidders with the assistance necessary to comply with these provisions. If a work that has been accepted or completed within the meaning of § 646 BGB is defective within the meaning of § 633 BGB, the rights of the investor and the obligations of the offeror shall be governed by §§ 634 ff BGB.
4.2 Investment certificate and certificates
The certificates shall be issued immediately after the conclusion of the contract on the investment in the provision of biodiversity and nature services in an investment certificate in storable form. This contains an electronic signature indicating the validity of the certificates, the total investment amount for the respective project, the total number of certificates issued (investment shares), the project duration and the biodiversity and nature services provided. Furthermore, the investment made by the respective investor(s), the biodiversity and nature services provided thereby and the fact whether the investment was made by way of an exchange of services contract or by donation is presented. Finally, special reference is made to whether and to what extent it is an action (service contract) and/or a success project (contract for work). The electronic signature is accessible via a QR code or an internet address.
All certificates of a project are registered on the respective project page of AgoraNatura in the form of a publicly visible certificate register indicating the provider, their total number and their unique certificate number as well as their distribution to the investors. Investors can choose to be listed either anonymously or by name in the certificate register with the number of certificates they hold. The choice shall be indicated during the investment process.
In the event of a repayment due to the non-occurrence of a contract or the occurrence of the condition subsequent due to the non-achievement of the total investment amount, certificates and the investment certificate already issued shall become invalid. The validity of the certificates and the investment certificate can be checked via the QR code or the internet address. Invalid certificates will be deleted from the certificate register including the associated naming of the investor.
In the case of (pro rata) repayments due to incomplete project implementation or from warranty for defects law (§§ 633 ff. BGB) in the case of contracts for work and services, the fact and the reason for the (partial) repayment shall be indicated in the certificate register and in the electronic signature. The offeror is obliged to issue to the investor who has received a repayment an investment certificate adapted to the new financing situation with an additional reference to the content of the previous investment certificate, the fact and the reason for the (partial) repayment. The certificates issued which are no longer backed by investments and the previous investment certificates shall lose their validity, and in the case of repayment of a donation in accordance with the statutory provisions, the donation certificate shall also lose its validity.
5. settlement of payment flows
The Provider appoints Secupay AG, Goethestraße 6, 01895 Pulsnitz, Germany (hereinafter: Secupay) as payment service provider for the fiduciary processing of payments in connection with projects of the Provider. The Special Terms and Conditions for the Fiduciary Processing of Payments for Crowdfunding Projects at agora-natura.de as well as the following provisions and supplementary provisions shall apply to the commissioning. AGB and the Privacy policy from Secupay.
Payment can be made by direct debit, credit card, instant bank transfer or bank transfer (payment in advance). All charges levied by Secupay for the payment services offered are financed by AgoraNatura from the service charge levied on the providers. This does not apply to the fees for the execution of a return debit note and for the execution of a credit card charge back, which are to be borne by the investor. Secupay does not charge any fees other than those specified in AgoraNatura's GTC.
The provider receives separate statements for the service fee from AgoraNatura and for the transaction-related fees from Secupay.
Secupay checks the accounts for payment processing with regard to the proper receipt of payments, processes all payment methods and is at the same time the trustee of the payment amounts made until they are paid out to the respective payee.
Accepted currency is EUR. Investors must be able to make the payment in this currency via their credit institution. Payments in foreign currencies are automatically transferred back by SecuPay. Any fees and/or conversion losses incurred as a result will be borne by the investor and will be automatically deducted when the payment is transferred back.
If a refund amount cannot be repaid for reasons for which the investor is responsible (e.g. due to termination of the bank account or an expired credit card) and Secupay or AgoraNatura cannot reach the investor within four weeks, AgoraNatura is entitled to make the refund amount available to bidders after expiry of the statutory limitation period for the repayment claim. For the purpose of rapid project realisation, the amount will be allocated to those bidders who, at the time of the expiry of the limitation period, still lack the smallest percentage of the outstanding difference to achieve payment maturity until the amount has been used up.
All transaction-related fees will be deducted from the service fee paid. After the total investment amount has been paid out and all transaction-related fees have been settled, Secupay shall hold the balance remaining from the service fee in trust until the repayment periods have expired. After expiry of the repayment periods, Secupay shall pay to the Operator the difference between the fee and the transaction fees paid therefrom.
The Offeror shall be entitled to all amounts paid on its Project except for the Service Fee. The investments will be paid out to the bidder according to the following conditions: 14 days after the payment is ready, the payment will be made to the bidder.
In the event of payment disruptions due to direct debit chargebacks or credit card charge backs or similar during the financing phase until the payment is ready, AgoraNatura will contact the investor and attempt to reach a solution. If no solution is reached, Secupay will cancel the payment. The costs are borne by the initiator. This does not apply to refunds in fulfilment of legal or contractual claims.
The total amount existing at the time of payment maturity may be reduced as a result of revocations of performance exchange contracts or other contract terminations permitted under these GTC or by law at that time.
6. notifications and reimbursement in the event of termination of the contract
Contract terminations by the Investor (e.g. revocation) as a result of statutory or contractual provisions must be declared to the Offeror. In the event of the fulfilment of legal or contractual claims, the provider shall arrange for a refund by notifying Secupay without delay. He shall inform AgoraNatura of the reasons for the termination of the contract. Once payment has been made to the supplier, Secupay is no longer involved in the process of any (partial) refunds. These (partial) refunds (e.g. for the fulfilment of claims arising from warranty for defects according to §§ 633 ff. BGB) are to be processed in the relationship between the offeror and the investor in accordance with the statutory provisions.
7. disclaimer
AgoraNatura and the operator exclude liability for slightly negligent breaches of duty, insofar as these do not relate to damage from injury to life, limb or health or affect claims under the Product Liability Act. The same applies to slightly negligent breaches of duty by our legal representatives and vicarious agents.
8. reservation of right of modification
The Operator may, with the consent of the Offerer, amend these GTC in accordance with Sections 305 to 310 of the German Civil Code (BGB) for important reasons, in particular due to a change in the legal situation, which also includes changes in jurisdiction, for development-related technical reasons or for the purposes of a new conception of AgoraNatura. A change is not possible insofar as and to the extent that the contractual balance between the offering party and the investing party is significantly disrupted as a result. Prior to the implementation of a change, each investor will be informed of the planned change and may object to the change within a period of four weeks. If he does not object by the end of this period, the new GTC shall be incorporated into the contractual relationship. The changes of the main services and the change of other essential business contents require the explicit consent of the Investigator. An objection not made in due time shall not be deemed consent in these cases.