CONTRACT CONDITIONS FOR FARMERS
PREMISES AND DEFINITIONS
These Contract Conditions for Farmers regulate the relationships between Alberami srl Società Benefit a socio unico (simply called “Alberami”) VAT number 05148380750, in the person of the legal representative pro tempore, with registered office in Lecce at Via Padre Bernardo Paoloni n. 10 and the Farmers Members, as better defined below, who intend to use the services provided by Alberami srl.
For the purposes of this Contract it shall be understood as:
– Purchaser Member or simply Purchaser, any subject adhering to the services offered by Alberami who during and due to their production and/or vital and/or functional cycle generates emissions of CO₂ which intends to offset by accessing the voluntary market by requesting offsetting;
– Farmer Member or simply Farmer, who participates in Alberami Projects by offering its farmlands or forests for the implementation of forestation or sustainable agricultural/forestry management projects; these projects make it possible to absorb the CO₂ present in the atmosphere, generating Carbon Credits which are then offered on the voluntary compensation market;
– AgroEcology_Italy, the project developed by Alberami in Italy, certified by the International Carbon Registry (ICR), aimed at creating Carbon Credits from Carbon Farming, through the implementation of Agroecological Practices aimed at improving the management of agricultural soils, plants and agricultural residues. The main objective of the Project is to contribute to the reduction of greenhouse gas emissions and improve agricultural profitability;
– Blockchain, the shared and immutable global ledger in which the encrypted information coming from the Platform relating to the offsetting requests and Carbon Credits offers converges as well as the transactions generated by the matching between the aforementioned requests and offers;
– Buffer or Adjustment Account, a deposit account, held by an independent third party, made up of non-negotiable Carbon Credits (also known as Buffer Adjustment Credits) aimed at dealing with possible non-performance events and/or reversal of the environmental mitigation impacts estimated by Alberami. A percentage equal to 11% (eleven percent) of the certified offsetting quotas associated with the registered asset is destined to flow into the Adjustment Account as a pre-deduction;
– Certificatione of CO₂ sequestering, the certificate estimating the annual CO₂ sequestering capacity of a given asset issued by Alberami on the basis of the documentation and information provided by the Farmer during the Membership Request phase or in a subsequent phase for supplementary purposes;
– Partial Offsetting, the partial offsetting of CO₂ emissions achieved through the partial use of the Carbon Credits generated by the registered asset and owned by the Farmers;
– Total Offsetting, the offsetting of CO₂ emissions achieved through the full use of the Carbon Credits generated by the asset registered and owned by the Farmers;
– Carbon Credit, the unit of certified CO₂ sequestering capacity of a given good or the ability of a given good to reduce or remove one ton of CO₂ equivalent from the atmosphere;
– Participation Credits (also called co-investment credits) a deposit account, held by an independent third party, into which 10% per year of the Carbon Credits associated with the registered plot flows for the first five years. These Credits will become negotiable only from the 6th year of joining the AgroEcology_Italy Project, representing a long-term incentive for Farmers who adopt Regenerative Agronomic Practices for a period of at least 5 years;
– International Carbon Registry (ICR), the certification body that acts as a Carbon Credit registry and as a centralized system for the registration and management of Carbon Credits generated by the AgroEcology_Italy Project;
– Platform, the technological infrastructure of notarization on public blockchains, for private individuals, companies, farmers, industries, plots and voluntary CO₂ offsetting certificates;
– FiFo Principle (First in first out/First arrived First served), the principle according to which the Carbon Credits offers by Farmers Members will be associated with the offsetting requests coming from the Purchaser Members in compliance with the chronological order of registration resulting from the system.
1. Premises and definitions and documentary reference
The Premises and definitions constitute an integral part of this document. The Membership Proposal and any document expressly referred to in these Terms and Conditions also constitute an integral part of this document.
2. Contractual Object
The purpose of this Contract shall be the provision for consideration of services by Alberami in favor of Farmers in accordance with the contractual terms and conditions set forth in this writing as well as the additional terms and conditions set forth in the specific Commercial Membership Proposal signed.
Specifically, the services covered by this Contract are:
- Assistance in managing the application for joining the AgroEcology_Italy Project;
- Provision and technical support for the implementation of a Protocol of Agronomic Practices aimed at carbon sequestration in soils and biomass;
- Measurement and certification of CO₂ sequestration in soils and biomass;
- Entering information about surveyed land into the Platform and entering the encrypted information into the Blockchain;
- Access to the CO₂ offsetting voluntary market in order to facilitate the matching of offsetting requests with Carbon Credits offers from participating Farmers.
The Farmer agrees to adopt at least three new improved agronomic practices from the Regenerative Agronomic Practices protocols provided by Alberami, which are designed to maximize carbon sequestration in the soil.
By adhering to the Project, the Farmer agrees to adopt and continue to follow the Agronomic Improvement Practices agreed upon with Alberami throughout the duration of the contract and to cooperate actively with Alberami to ensure the continuity and effectiveness of the practices adopted.
This is without prejudice to Alberami’s right, at any time, to verify the veracity of the information rendered by the Farmer and to carry out on the contracted land any assessment aimed at verifying any changes in the sequestration of CO₂ capacity (such as but not limited to inspections, sampling of soil, leaves, fruits, satellite survey of the land, calculation of the SOC etc.) and to make, consequently, the necessary certification adjustments.
The Farmer expressly authorizes Alberami from now on to carry out the aforementioned activities. In the event that such verification activities are actually prevented, Alberami may terminate this agreement with consequent application, as a penalty, of the provisions of the art. 9 co. 3.
In particular, the generation of Carbon Credits will be measured annually through monitoring also carried out using technological measurements such as, by way of example and not limited to, those of taking soil samples and remote sensing (satellite surveys, drone surveys, etc.).
The attribution of Carbon Credits will be based on the actual reduction in carbon emissions achieved by the adoption of the improvement practices and/or an increase in the quantity of carbon sequestered in the soil and biomass compared to the basic situation without the Project, calculated during the Farmer registration phase.
The association between the offsetting’s requests and the Carbon Credits offers will take place in compliance with the FIFO principle (First in First Out/First come, first served) according to which the precedence between the Carbon Credits registered in the Blockchain will follow the membership history.
3. Membership modalities, validity and contractual effectiveness
In order to join the services offered by Alberami, interested parties must complete and submit the Application Form found in the dedicated section of the website www.alberami.it / www.alberami.com.
The participation in the Project is considered valid and effective only after Alberami has verified the completeness of the data provided by the Farmer during the Application for Membership, received the Proposal for Membership and the Membership Agreement duly signed by the adhering parties, as well as any additional information and documentation deemed necessary for certification purposes or to verify the veracity of the information provided and payment of any membership fee.
4. Allocation of CO₂ offsetting proceeds and fees for services rendered
The service provided by Alberami must be understood to be against payment and provides for four modes of membership (Free, Standard, Fiduciary and Cooperative) chosen by the Farmer during the Application for Membership and whose economic conditions, set out in the Proposal for Membership form, shall be understood to be fully recalled and forming an integral and substantial part of this writing.
The generation of Carbon Credits is not an automatic consequence of membership but will depend on the actual sequestration of CO₂ resulting from the adoption of the agronomic practices agreed with Alberami.
The actual reduction in carbon emissions achieved by the implementation of agronomic practices will be measured year by year by Alberami in order to ensure the effective generation of Carbon Credits.
Therefore, access to the voluntary offset market through inclusion of the generated credits in the official registry of the Certification Authority (ICR) will be subject to Alberami’s verification of the full adoption of the agreed practices and the actual reduction of carbon emissions achieved by their implementation.
5. Prohibitions and obligations
Throughout the contract term, the Farmer is prohibited from using the services of other companies or entities to access the CO₂ compensation market.
The Farmer may participate in public incentive plans (e.g., but not limited to CAP 2023-27 “Eco-Schemes,” etc.) of similar or similar agricultural practices than those provided by Alberami.
Exception concerns incentive plans for agricultural practices that assess environmental benefits in terms of the generation of Carbon Credits, i.e., that link economic incentive to the measurement of environmental impact in terms of sequestration of CO₂ or other greenhouse gases: upon the occurrence of this condition, payments of the proceeds generated by joining the Alberami Project will be discontinued with the loss of the Farmer’s right to request their payment and subject to Alberami’s right to consider -at its sole discretion- the termination of the existing Membership Agreement.
The Farmer shall be obligated to notify Alberami at the time of accession of its pre-existing participation in any public incentive plan, or of its supervening participation, in order to allow Alberami to assess the compatibility of the said participation with its incentive programs.
Throughout the duration of the contract, the Farmer who intends to carry out dispositive acts of ownership or enjoyment of the surveyed assets will have the obligation to send Alberami prior formal notice by registered letter with return receipt, to Alberami’s registered office (or, in Italy, by pec-mail to alberami@pec.it).
The Farmer shall have the obligation to formally notify Alberam of any event that may have affected the contracted land and the CO₂ seizure capacity of the same no later than days 3 (three) from the occurrence of the said event in order to allow Alberami to verify the changes in the asset and CO₂ absorption capacity of the same and suggest appropriate countermeasures to restore the CO₂ sequestration capacity or make up for any loss through the use of Buffers Credits.
Alberami may at any time request information and documentation to verify the permanence of the CO₂ sequestration capacity attested with reference to the surveyed asset.
Violation of the provisions set forth in this Article will result, in Alberami’s sole discretion, in the immediate suspension of the Farmer from the Platform as well as the imposition of a penalty equal to the income accrued by the Farmer in the relevant quarter.
6. Allocation of the proceeds
The proceeds received by the Farmer, derived from carbon offsetting, will not have a specific allocation constraint.
However, the Farmer agrees to carry out conservation and improvement works on the surveyed property aimed at increasing its CO₂ sequestration capacity by contributing more to combating climate change, demonstrating its socio-environmental sensitivity.
7. Termination Right
The Farmer may withdraw from this Membership Agreement without penalty by exercising its right of withdrawal within 14 days after signing this writing by sending a notice by registered letter with return receipt, to Alberami’s registered office (or, in Italy, by pec-mail to alberami@pec.it).
Only the management costs supported by Alberami up to the date of exercise of the right of reconsideration remain the responsibility of the Farmer.
8. Disclosure pursuant to EU Regulation 2016/679 GDPR
The Farmer declares that it has been made aware of the rights enshrined in the GDPR in relation to the processing of its personal data and of the possibility of viewing the same in the Privacy section dedicated to this on the website www.alberami.it / www.alberami.com .
Pursuant to EU Reg. n. 679/2016 (GDPR) Alberami, as Data Controller, informs that the personal data acquired on the basis of this contract will be subject to processing in compliance with the above-mentioned legislation. In particular, Alberami, pursuant to Art. 13 of EU Reg. no. 679/2016, informs that the personal data provided by the Farmer will be subject to processing also with electronic instruments and will be processed in order to comply with the contractual obligations that have arisen and to fulfill the consequent legal and contractual obligations arising from the same, as well as to ensure the achievement of an effective operational management of these relationships.
9. Contract Term
For the successful achievement of the environmental purposes underlying the Alberami’s Project, the parties hereby assign this Membership Agreement a duration of 15 (fifteen) years.
The Farmer may withdraw from this writing starting from the 6th year of the contract term with 60 (sixty) days’ notice to be sent by registered letter with return receipt to Alberami’s registered office (or by pec-mail in italy, to alberami@pec.it).
In such an eventuality, the Farmer:
- will not be entitled to a refund of the amounts paid as registration fee;
- will not be entitled to the payment of proceeds derivable from Carbon Credits generated but not yet sold;
- will not receive the set aside Participation Credits for which it has not accrued the right to payment in accordance with the provisions of the relevant Membership Agreement.
10. Territorial jurisdiction
The parties, by mutual agreement, establish that for disputes arising from the execution, termination and interpretation of this contract the Court of Lecce, Italy, shall have exclusive jurisdiction.
Lecce, lì 01.09.2023
Versione: 2309 / Condizioni di Contratto Agricoltori