General Terms and Conditions AgoraNatura
1. General regulations
1.1 Operator of AgoraNatura
The operator of the AgoraNatura online marketplace, hereinafter “AgoraNatura”, is DUH Umweltschutz-Service GmbH, represented by its federal managing director Sascha Müller-Kraenner, Fritz-Reichle-Ring 4, 78315 Radolfzell, hereinafter “the operator”.
These GTC apply to all visitors and registered users of AgoraNatura. They regulate the rights and obligations when visiting and using all available functions. In addition to these GTC, the Operator’s data protection statement, the terms and conditions of its payment service provider Secupay (https://secupay.com/de/agb), the revocation policy of the offeror (see link on the respective offer page)), other information provided by the offeror in the offer description and the legal information in the legal notice are to be observed, to which reference is hereby expressly made.
Furthermore, it is pointed out that the operator does not become a contracting party to the contracts concluded between registered users on AgoraNatura, but by making AgoraNatura available only enables the non-binding viewing of offers and conclusion of contracts between offerors and investors as registered users. Each offeror is responsible for his offer, the description of which forms the basis of the respective legal transaction concluded on AgoraNatura.
1.2 Description of AgoraNatura
AgoraNatura is an online marketplace for certified nature conservation projects. AgoraNatura aims to support the nature conservation engagement of companies and private individuals as investors in the conservation, promotion and/or development of biodiversity and ecosystem services (hereafter: “provision of biodiversity and nature services”) and to provide additional funds for effective nature conservation work. AgoraNatura emerges from the joint research and implementation project AgoraNatura – NaturMarkt (National Biodiversity Strategy). The partners of AgoraNatura (“AgoraNatura partners”) are the Leibniz Centre for Agricultural Landscape Research (ZALF), the University of Greifswald and the German Environmental Aid Association (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 that can be invested in on AgoraNatura are certified according to the Naturplus Standard and meet its criteria. Any reference in these GTC to the Naturplus Standard is a reference to the definition of the Naturplus Standard at www.naturplus-standard.de, where the contents of the Naturplus Standard are published. AgoraNatura reserves the right to include other 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 projects put out to tender are evidenced in certificates, which are reproduced 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 the inalienability of the investment shares and certificates. It also certifies to the investor that the investment shares and certificates are not valid on compulsory markets or 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 an offer certified according to the Naturplus Standard, thereby substantiating these certificates and in this way promoting the provision of biodiversity and nature services. They can also invest in more than one certificate, thereby increasing their investment share 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 a performance exchange contract (structured as a service or work contract), from which concrete claims arise 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 funding confirmation directly from the provider, provided that the provider meets the tax law requirements for non-profit status. The provider decides on the type of investment opportunity – within the framework of an exchange of services agreement and/or through donations within the framework of a donation agreement.
1.3 The Naturplus Standard
As the contents of the Naturplus Standard are published at www.naturplus-standard.de, the following description of the standard is not conclusive and has no legal effect.
The Naturplus 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 during the term of the AgoraNatura – NaturMarkt research and collaborative project. The providers are given assistance in designing the projects in that various methods are presented at www.naturplus-standard.de that may be suitable for quantifying biodiversity and nature services. Furthermore, the AgoraNatura website provides examples of different project types developed within the AgoraNatura – NaturMarkt research and joint project. These meet the criteria of the Naturplus Standard with regard to the methods to be applied as well as the rules for measuring, reporting and verifying services rendered for biodiversity and nature services. Providers can draw on these for individual project design. Projects that follow the exemplary project types are also individually certified according to the Naturplus Standard. Active certification according to the Naturplus 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 service exchange contract or through donations. Certification is a prerequisite for the publication of a project as invitatio ad offerendum (invitation to bid) on AgoraNatura.
„AgoraNatura“ is the online marketplace through which bidders can describe their projects and offer them for investment by performance exchange contract or by donation, which is intended to enable communication between registered users to initiate legal transactions and through which legal transactions for investment in the provision of biodiversity and nature services are conducted, including the areas for bid preparation, 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.
„Land user“ are registered users who post a project on AgoraNatura and get paid for providing biodiversity and nature services (possibly involving third parties).
“Issuance of a certificate” is the final digital confirmation of the occupancy of the certificate after conclusion of the contract in the investment certificate.
“Announcement of a project” (also: “project announcement”) or “publication of an offer” (also:”publication of an offer”) 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 payment” is the point in time when the total investment amount is reached after successful completion of the financing phase specified by the provider and receipt of all payments, taking into account the specifics of the selected payment method.
“Certificate occupancy” means the linking of an investment to a certificate provided for this purpose.
“Provision of Biodiversity and Nature Services” means 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 for the purpose of carrying out specific actions and/or bringing about a specific outcome of the action or Project.
“Order Confirmation” means the electronic confirmation of receipt of the order within the meaning of Section 312i (1) No. 3 of the German Civil Code (BGB).
“Visitors” 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 the like; it only symbolically stands for an investment in a project.
“Documentation” means the preparation of implementation and monitoring reports by the provider in accordance with the Naturplus Standard.
“Implementation of a project” means the implementation of the project through specific measures in accordance with the project description as well as the project documentation and the reimbursement of the reports by the provider and/or, depending on the project, the obligatory achievement of a specific 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” means the submission of a concrete project concept for certification and subsequent publication as an offer or tender as a project on AgoraNatura.
“Total investment sum” means 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.
“Investors” are registered users who make an investment, i.e. financially support the project of a bidder by donation or by remuneration within the framework of a service exchange contract.
“Investment” means the payment of a sum of money by an Investor for the realisation of a project by an Offeror either under an exchange of services contract or under a donation.
“Investment Offer” is the binding offer made by completing the order process (pressing the “Invest with Obligation to Pay” 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 is financially involved in a project
“Investment certificate” means confirmation of the number of individual allowances from a project occupied by an investor and their numerical relationship to the total number of occupied allowances in a project. The investment certificate shall also include evidence of whether the investment was made through an exchange of services agreement or through a donation. The investment certificate shall further indicate that the allowances are not alienable and are not for the mandatory market.
“Investment amount” means an investor’s individual financial investment in Certificates.
“Service exchange contract” is a service contract pursuant to Section 611 of the German Civil Code (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 Section 631 of the German Civil Code (BGB) for the execution of measures “with promise of success” (AgoraNatura formulation: “promise of success”); the classification is measured according to the project description.
“Measure implementation” is the implementation of a single measure to provide biodiversity and nature services according to the project description.
“Measure success” means 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 implemented according to the project description as well as the written summary of the development of the targeted results according to the methods and times specified in the project description by the provider.
“Naturplus Standard” means the certification standard according to the terms and conditions published at www.naturplus-standard.de; the description there is authoritative.
“Parties” means the Investor and the Provider.
“Project” means a provider’s undertaking to provide biodiversity and nature services, including their measurement, quantification, description, verification, review and presentation, in accordance with the Naturplus Standard. A project may include several measures.
“Project description” is a collection of information describing a specific service. The data is recorded and validated in a structured way in a form provided. They subsequently form the basis for 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 for the provision of biodiversity and nature services according to the project description.
“Project types” are recommendations described by AgoraNatura as guidance for providers for methods that are accepted for certification according to the Naturplus Standard.
“Registered Users” are all natural or legal persons who have registered to use extended functions of AgoraNatura.
“Registration” means the opening of a user account on AgoraNatura after going through the registration procedure provided for in these GTC.
“Security and processing surcharge” means the fee payable by the Supplier to AgoraNatura in accordance with these T&Cs to cover any refund costs and for the provision of this platform.
“Donation” means the provision of a specific funding amount for the provision of biodiversity and nature services in a specific project under a donation agreement.
“Published project” means the project proposal published on AgoraNatura, thus accessible to investments and to be implemented by the bidders once it is ready for payment.
“Certificates” means evidence of the expected provision of quantified biodiversity and nature services on an area of “100 m” each per year, to which a specific 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 Naturplus Standard. 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 Naturplus Standard and a prerequisite for certification.
“Certification body” means the body designated by AgoraNatura to certify offers in accordance with the certification standards referred to in these GTC.
Use of AgoraNatura is voluntary. It does not serve to fulfil 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 the statutory provisions.
The contract for the use of AgoraNatura as a registered user is concluded by 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 chosen. 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 considerations
The Operator shall ensure the technical requirements for the use of AgoraNatura and provide 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 regularly and unscheduled entitled to take AgoraNatura offline for maintenance work. The Operator is also entitled to change the functionalities, appearance or other features of AgoraNatura in consultation with the AgoraNatura partners. Access is only granted to the current version of AgoraNatura. The AgoraNatura partners and the operator advise the bidders on the publication of an offer or the tendering of a project at their 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 transmits the submitted project proposal to the certification body legitimised by the Naturplus Standard. The reporting obligations of the bidder 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 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 shall assume the rights and obligations of the previous operator. Data transfer and processing are governed by the data protection declaration 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.
Fees may be incurred for the services of AgoraNatura, which will be defined in a separate price list. Fees will only be incurred once such a price list has been published on the platform. The details regarding the registration process and the use of other services are described at the appropriate place on AgoraNatura. The Operator is entitled, in consultation with the network partners, to independently carry out updates and extensions to the range of services at any time. In this context, the operator owes all services only until 30 June 2021 (end of the funded project). An extension of AgoraNatura beyond the funded AgoraNatura-NaturMarkt project period will be sought.
3.3 Conclusions 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 must structure the project description and which other relevant documents must be submitted is described in the relevant section of AgoraNatura and is based on the operator’s specifications.
The bidders advertise 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 (3) a contract for work and services.
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 (put them in the shopping basket) and going through the ordering process by pressing the button “Order subject to payment”. This applies to all three different investment options in the provision of biodiversity and ecosystem services. Conclusion of a contract is only possible for registered users.
In the case of an investment through an exchange of services contract, i.e. a service contract or a contract for work and services, the investor submits a binding remuneration offer for the selected certificates by clicking the “Order with obligation to pay” button and immediately receives an electronic order confirmation. 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) 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. Offering parties are not obliged to accept investment offers. In the event of non-acceptance, payments already made will be refunded to the rejected investor without delay. Further details shall be determined in accordance with the statutory provisions and the following paragraphs. All contracts shall be concluded subject to the reservation that all available certificates are occupied. Two weeks after all certificates offered have been occupied by investments, the certificates acquired shall be issued in the investment certificate. This shall be transmitted electronically to the investor without delay. If the total investment amount is not reached at the end 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 covered by an investment, the investors will receive their investment 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 makes a binding donation offer in the amount of the investment sum for the selected certificates by pressing the button “Order subject to payment”. The investor will receive 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 when all the certificates offered for a project have been backed by investments. At this point, the certificates are automatically issued in the investment certificate. This is immediately sent to the investors. According to the 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 first publication of the invitatio ad offerendum on AgoraNatura.
If contracts for the provision of biodiversity and nature services are terminated prematurely, the operator must be informed of this in text form. In particular, the following must be stated: the reason for termination, if applicable the financing status in the case of projects with several investors, as well as evidence of any repayment procedures initiated.
3.4.1. Use of the platform
As registered users on AgoraNatura, bidders can submit project proposals electronically for certification as a publishable offer or tenderable project. The project description is checked for compliance with the criteria of the Naturplus Standard 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 does not comply with the Naturplus Standard, the bidder will be informed of this electronically and the bid or the call for tenders for 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 a call for tenders for a project as invitatio ad offerendum, the bidders must comply with the legal 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 transaction-related fees for the payments to the bidder are deducted from the security and processing surcharge paid. The operator is entitled to the remaining amount after deduction of the fees for refunds to be borne by the offering part
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 for 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
- the promotion of projects and of AgoraNatura on social media channels,
- the press and public relations work for AgoraNatura,
- the production of print media of any kind
- the use of excerpts 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, naming their respective author.
The tenderers are obliged to have the corresponding rights of use and to grant these to AgoraNatura. By submitting their project proposals for certification, the providers automatically give their consent to AgoraNatura’s use of the images, films and texts used 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 accept no liability for infringements of the law 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 third parties
4. The investment process
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 schedule of the investment shall be determined by 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 electronically in a standardised way through the provider’s reports.
Depending on the design of the project, investors have the following funding opportunities through investments:
- Investors can donate for the provision of biodiversity and nature services within the framework of a project secured by the Naturplus Standard with tax benefits. The donation model can be used if the provider has been certified as a non-profit organisation by the relevant tax office and the investment is for charitable purposes within the meaning of §§ 52, 53 AO (German tax code) 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. In the case of a donation, the participation in a project is of a non-material nature. If the project cannot be carried out, the donation can 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 performance exchange contract in the form of a service contract (“Commitments of Measures and Documentation”) enables the investing party to provide the offering party with a certain proportionate investment for the provision of biodiversity and nature services within the framework of a project secured by the Naturplus Standard. 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, remuneration 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 success of the measures 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 provide the providers with a certain proportionate investment for the provision of biodiversity and nature services within the framework of a project secured by the Naturplus Standard. Here, however, the outcome defined by the bidders (the measure success) 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 providers are obliged to report and provide evidence. Reports on the implementation of the necessary measures are thus 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 bidders with the assistance necessary to comply with these provisions.
Before the provider can offer a project for investment, he 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 legal relationship exists exclusively between the offering party and the investing party and is governed by the statutory provisions in compliance with these GTC. Any settlement and unwinding 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 shall apply.
4.1.1 Procedure for concluding contracts on AgoraNatura
A contract is concluded on AgoraNatura as follows:
a. The bidders tender a project either for investment under a service exchange contract, i.e. a service contract or a contract for work and services, or a donation.
b. The projects posted and certified by bidders on AgoraNatura for investment represent a legally non-binding invitation to submit an offer by the investor (invitatio ad offerendum).
c. 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 with obligation to pay”.
d. 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 remuneration offer for the selected Certificates by pressing the “Order with obligation to pay” button.
e. If the provider accepts the investor’s offer, the investor receives a confirmation of the 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 contract between the offeror and the investor is concluded. If not all available certificates have been occupied by an investment, the investors shall receive their investment back (condition subsequent for the contract within the meaning of sentence 1).
f. Acceptance must be declared by the offeror immediately after receipt of the investment offer via AgoraNatura. Offering Parties are not obliged to accept investment offers. After expiry of a period of two weeks after 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. In the event of non-acceptance of an offer in response to an “invitatio ad offerendum” or of the contract becoming ineffective due to non-achievement of the total investment sum, 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.
g. 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 a donation is involved, a tax-relevant donation certificate is also issued to the investor directly by 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 can be added to a donation that the recipient is to be obliged to make a specific contribution. 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 promoted 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 (surrendering) the donation-financed investment shares is determined in accordance with the legal provisions. If the donation is repaid, any donation certificate issued loses its validity and must be destroyed. If necessary, the responsible tax office is to be informed by the investor.
4.1.3 Service exchange contract as a service contract
If the certificates are acquired within the framework of a service contract, the investor acquires stronger claims with regard to project implementation than in the donation model, but does not receive a donation receipt. Furthermore, the investor is not bound to projects of non-profit providers. The issuing of certificates within the framework 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 basically derive the same rights from their investment shares. Any (partial) repayments are to be distributed proportionately in relation to the total investment sum. The promised services consist of the implementation of specific, previously defined measures in accordance with the project certified according to the Naturplus Standard (e.g. maintenance measures for the conservation of a specific habitat type) and the documentation of the implementation of the measures as well as their results. The provider is obliged to perform the promised services, the investor to grant the agreed remuneration. The provider must provide the investor with information on the documentation (monitoring and implementation reporting). This information is fulfilled through the announcement in the corresponding portal on AgoraNatura. The investor is automatically informed of the announcement by the platform. If the performance does not correspond to the contractually owed performance or if it does not take place at all, the rights of the investor are governed by the legal provisions. If a project cannot be carried out within the specified period of time after the start of the measure implementation or if it cannot be carried out at all, the offering party is obliged to inform the investing party immediately. The possible reversal as well as the legal consequences of a non-contractual performance shall be governed by the statutory provisions. In the event of non-implementation of the project, the investors may withdraw from the contract. In the event of a (pro rata) repayment of the investment, the certificates shall be returned (pro rata) step by step.
4.1.4 Service exchange contract as a contract for work and services
Under a contract for work and services, 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 in the context 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 (in this case the investor) pays remuneration (remuneration for the work) for the fact that the contractor of the work (in this case the offeror) 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 is therefore entitled to the achievement of the agreed success in accordance with the project certified according to the Naturplus Standard and to corresponding information from the project documentation (monitoring and implementation reporting). This information can also be replaced 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 indication of 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 offerors with the assistance necessary to comply with these provisions. If a work which 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 are governed by §§ 634 ff BGB.
4.2 Investment certificates
The certificates shall be issued immediately after the conclusion of the contract on the investment in the provision of biological diversity and nature services (Link 3.1) in an investment confirmation 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 the project is an action project (service contract) and/or a success project (contract for work and services) and whether a payment is only due if the project is successful (link 4.2). 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 viewable certificate register indicating the provider, their total number and their unique certificate number as well as their distribution to the investors. Investors may 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 non-conclusion of a contract or non-implementation of a project due to non-achievement of the total investment amount, certificates and the investment confirmation already issued shall become invalid. The validity of the certificates and the investment confirmation 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 event of (partial) repayments due to incomplete project implementation or due to warranty for defects (§§ 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 lose their validity, and in the case of repayment of a donation in accordance with the statutory provisions, the donation certificate also loses its validity.
5. Handling of payment flows
Payment can be made by direct debit, credit card, instant bank transfer or bank transfer (prepayment). All charges levied by Secupay for the payment services offered are financed by AgoraNatura from the security and processing surcharges 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.
Secupay checks the accounts for payment processing with regard to the proper receipt of payments, processes all payment methods and at the same time acts as trustee for 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 if Secupay or AgoraNatura cannot reach the investor within four weeks, AgoraNatura shall be entitled to make the refund amount available to the offering party after expiry of the statutory limitation period for the repayment claim. For the purpose of speedy 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 security and processing surcharge paid. After disbursement of the total investment amount and settlement of all transaction-related fees, Secupay shall hold the balance remaining from the security and processing surcharge in trust until expiry of the repayment periods. After expiry of the repayment periods, Secupay shall transfer to the operator the difference between the surcharge and the transaction fees paid therefrom for refunds.
The Offeror shall be entitled to all amounts paid on its Project. The investments will be paid out to the Offeror in two stages in accordance with the following requirements:
14 days after the payment maturity date, 100% of all bank transfer (prepayment) transactions and 70% of direct debit and credit card transactions will be paid out as the first payment. The remaining 30% of the direct debit and credit card transactions will be paid out 60 days after the payment maturity. As part of this second payout, Secupay retains the transaction-related fees incurred.
In the event of payment disruptions due to direct debit chargebacks or credit card charge backs or similar during the funding phase until payment maturity, 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 service exchange contracts or other contract terminations permitted under these GTCs or by law at that time.
6. Notifications and reimbursement in the case of contract termination
Contract terminations by the investor (e.g. revocation) as a result of legal 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. After the first 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 settled in the relationship between the Offerer and the Investor in accordance with the statutory provisions.
7. Exclusion of liability
AgoraNatura and the operator exclude liability for slightly negligent breaches of duty, insofar as these do not relate to damage resulting from injury to life, limb or health or do not 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 the right to amend
The Operator may, with the consent of the Offerer, amend these General Terms and Conditions 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, including changes in case law, for technical reasons related to development or for the purpose of redesigning 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 to be consent in these cases.