Terms and Conditions for Template Contracts

Version: 12 March 2023

Document ID No. 2024.1.0

Table of contents

• Preamble
• Definitions
• Interpretation
• Part A: General Provisions
• Part B: Specific Provisions for Tree Planting Services

Preamble

This document sets out the terms and conditions ("Terms") under which Green Earth Group N.V. (formerly DGB Group N.V.), a public limited company (naamloze vennootschap) under Dutch law, having its registered office in Lelystad, the Netherlands, and its address at Runderweg 6, 8219 PK Lelystad, the Netherlands, registered with the Dutch Chamber of Commerce under number 32017953, and all of its Subsidiaries ("we", "us", "our", "Green Earth") provide their services to you ("Client", "you", "your").

These Terms are intended to ensure a clear understanding between Green Earth and our Clients regarding our obligations, your responsibilities, and the rules that govern our relationship with you.

Specifically, the purpose of the Definitions section and Part A (General Provisions) of these Terms is to provide a legal framework for the provision of Ad Hoc Services by Green Earth, as well as services provided by Green Earth under the following agreements:

• Carbon Unit Retirement Agreement (one-off) (Document ID No. 2024.1.1);
• Carbon Unit Retirement Agreement (periodic) (Document ID No. 2024.1.2);
• Carbon Footprint Analysis Agreement (one-off) (Document ID No. 2024.1.3);
• Carbon Footprint Analysis and Carbon Unit Retirement Agreement (periodic) (Document ID No. 2024.1.4); and
• any other agreement that may be entered into between us and you from time to time and that expressly incorporates these Terms,

each, an "Agreement".

Part B (Specific Provisions for Tree Planting Services) applies to the tree planting services that are more particularly described on the tree planting page of our website (https://www.green.earth/plant-a-tree) ("Tree Planting Services").

By engaging with our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our services. We reserve the right to modify these Terms at any time, and your continued use of our services following our written notification to you of any such changes constitutes your acceptance of the revised Terms.

Please read these Terms carefully and make sure you understand them fully. If you have any questions or concerns about these Terms, please contact us before proceeding with our services.

Definitions

• Ad Hoc Services means the Tree Planting Services and any other services that we agree to provide to you, and that you agree to receive from us, by means other than the entry into an Agreement between us and you, including through our website.
• Affected Party has the meaning ascribed to it in Clause 9.1.
• Agreement, for the purposes of these Terms, has the meaning ascribed to it in the Preamble.
• Applicable Laws means any applicable common or customary law and any treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement, order, writ, injunction, determination, award or other legislative or administrative measure or juridical or arbitral decision in any jurisdiction which has the force of law or the compliance with which is in accordance with general practice in such jurisdiction.
• Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Lelystad, the Netherlands.
• Carbon Dioxide Equivalent or CO2e means the reference measurement for determining the global warming potential of GHGs, measured in units of carbon dioxide and calculated in accordance with the International Rules.
• Carbon Standard means the norms and criteria set by recognised international or local environmental regulatory bodies, governing the assessment, validation, verification and issuance of Carbon Units.
• Carbon Standard Body means the entity which establishes, develops and administers the Carbon Standard.
• Carbon Standard Rule Ambiguity means any uncertainty, ambiguity or inconsistency in the application of any relevant material rule of the Carbon Standard, including any uncertainty as to the interaction of the Carbon Standard Rules and those of the Registry, which has not been resolved to the reasonable satisfaction of a Party within fifteen (15) Business Days of the date on which such Party becomes aware of any such uncertainty, ambiguity or inconsistency.
• Carbon Standard Rules means all of the rules, requirements and guidelines established by the Carbon Standard Body to operationalise the Carbon Standard, including any relevant decisions, guidelines and procedures made in connection with the operation of the applicable Registry, in each case as in force and amended from time to time.
• Carbon Unit means a GHG Reduction or Removal for which an allowance, credit, entitlement, interest, unit, certificate or similar instrument is issued pursuant to the Carbon Standard Rules and held in the Registry, representing the right of an accountholder in whose account the allowance is recorded to claim (i) the achievement of a GHG Reduction or Removal equal to one (1) tCO2e from the atmosphere as a result of a project or activity, additional to any GHG Reduction or Removal that would occur in the absence of such project or activity for which it was issued, and (ii) if applicable, the benefit of any other Environmental Attributes.
• Change in Applicable Rules means a change in the applicable methodologies, rules and procedures of the Carbon Standard that negatively and materially affects Green Earth's ability to have the Carbon Units issued and delivered pursuant to the terms of the applicable Agreement.
• Change in Law means any change in Applicable Laws, or the introduction of new Applicable Laws, in any Relevant Jurisdiction that is not caused or contributed to by a Party and that a Party could not mitigate acting with commercially reasonable endeavours, and that has implications for the performance of obligations by either Party under the applicable Agreement or for the implementation and development of the Project.
• Data Protection Laws means (without prejudice to the application of Dutch law to the applicable Agreement or to the provision of the Ad Hoc Services) all applicable data protection and privacy legislation in force from time to time as is applicable to a Party's use and/or processing of personal data and/or personal information, including the General Data Protection Regulation ((EU) 2016/679) (the "GDPR"), the GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018, and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use and/or processing of personal data and/or personal information (including the privacy of electronic communications); and the guidance and codes of practice issued by a relevant data protection or supervisory authority and applicable to a Party.
• Dispute Notice has the meaning ascribed to it in Clause 10.1.2.
• Environmental Attributes or EAs means any environmental attributes, characteristics and other benefits (including GHG Reductions and Removals, biodiversity, plastic or ecosystem service benefits and community benefits (including any community benefits that contribute to the Sustainable Development Goals)) and any claims of any kind or nature whatsoever capable of being made with respect to any of the foregoing, irrespective of whether the foregoing (and any claims of any kind or nature whatsoever capable of being made with respect to any of the foregoing) are actually underpinned or evidenced, or are capable of (actually or contingently) being underpinned or evidenced, by a unit, credit or certificate (of any kind or nature whatsoever).
• ESG Claim means any claim, statement or similar by the Client (or any third party) regarding satisfying any compliance, quasi-compliance or voluntary requirements, laws, rules, guidance or similar in connection with GHG Reductions and Removals, climate commitments, carbon neutrality, compensation for emissions or any other environmental, social and governance commitment of any kind or nature whatsoever.
• Force Majeure means, in respect of either Party, any occurrence of Physical Force Majeure (as defined below) or any occurrence of one or more of the following unexpected events or circumstances which are beyond the reasonable control of the Affected Party acting (and having acted) in accordance with prudent operating practice and which result in or cause the failure of the Affected Party to perform any of its obligations under the applicable Agreement, such as strike, natural disaster, illegality, Carbon Standard Rule Ambiguity, act of the public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion or public demonstration. "Physical Force Majeure" means (except to the extent that any of the same arise from an electrical or mechanical breakdown at the Project from which the Carbon Units are to be issued) the occurrence of lightning, fire, storm, flood, earthquake, accumulation of snow or ice or explosion which is beyond the reasonable control of the Affected Party acting (and having acted) in accordance with prudent operating practice and which results in or causes the failure of the Affected Party to perform any of its obligations under the applicable Agreement.
• Force Majeure Notice has the meaning ascribed to it in Clause 9.1.
• GHG Reductions and Removals means the removal, limitation, reduction, avoidance, sequestration or mitigation of GHG relative to the scenario that reasonably represents the anthropogenic emissions by sources of GHGs that would occur in the absence of a project or activity, additional to any GHG Reduction or Removal that would occur in the absence of such project or activity, calculated in accordance with the applicable Carbon Standard.
• GHGs means any of the following six (6) gases: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6), and any other gas designated as a greenhouse gas under the applicable Carbon Standard.
• Good Industry Practice means, in relation to a particular undertaking or task, the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person seeking to perform obligations of the same type, under the same or similar circumstances and at the same time as Green Earth's performance of the services under the applicable Agreement, in a manner consistent with the terms of the applicable Agreement and Applicable Laws.
• Government Official means:
  1. an officer or employee of the government, including any department, agency or other entity owned or controlled by the government;
  2. an officer or employee of a public international organisation (for example the World Bank or the International Monetary Fund); or
  3. any person acting in an official capacity for or on behalf of any of the persons identified in (a) or (b).
• Host Country means the country hosting the Project.
• Insolvency Event means, in relation to a Party, that it:
  1. is dissolved (other than pursuant to a consolidation, amalgamation or merger);
  2. becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
  3. makes a general assignment, arrangement or composition with or for the benefit of its creditors;
  4. either:
     1. institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head office or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; or
     2. has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in sub-clause (d)(i) above, and either:
        1. results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
        2. is not dismissed, discharged, stayed or restrained in each case within twenty (20) Business Days of the institution or presentation thereof;
  5. has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
  6. seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
  7. has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
  8. causes or is subject to any event with respect to it which, under the Applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in sub-clauses (a) to (g) above (inclusive); or
  9. takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts,

  provided that, for the avoidance of doubt, an Insolvency Event shall not occur in relation to a Party as a result of any proceeding, process or other administrative action taken which is vexatious, frivolous or an abuse of the process of the court.

• International Rules means the Kyoto Protocol, the Paris Agreement and any relevant decisions, guidelines, modalities and procedures made by the COP/MOP/CMA and any other relevant international authorities, in each case as amended from time to time.
• Money Laundering means:
  1. the conversion or transfer of property, knowing it is derived from a criminal offence, for the purpose of concealing or disguising its illegal origin or of assisting any person who is involved in the commission of the crime to evade the legal consequences of its actions;
  2. the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of, property, knowing that it is derived from a criminal offence; or
  3. the acquisition, possession or use of property, knowing at the time of its receipt that it is derived from a criminal offence.
• Non-Affected Party has the meaning ascribed to it in Clause 9.1.
• Registry means, in respect of a Carbon Unit, the electronic database system that is established or operated by the Carbon Standard or on its behalf, including for the holding, transfer, Retirement and cancellation of that Carbon Unit.
• Relevant Jurisdictions means the jurisdiction of:
  1. incorporation of each Party;
  2. incorporation, establishment or domicile (as applicable) of the Registry and the Carbon Standard; and
  3. the Host Country.
• Retirement means the permanent removal of a Carbon Unit from circulation in the relevant Registry, pursuant to the Carbon Standard Rules.
• Subsidiaries means the subsidiaries (dochtermaatschappijen) of Green Earth Group N.V. within the meaning of article 2:24a of the Dutch Civil Code, as they exist from time to time.
• Successor Entity has the meaning ascribed to it in Clause 10.4.
• Sustainable Development Goals means the 17 sustainable development goals set out by the United Nations in its "2030 Agenda for Sustainable Development" dated 21 October 2015.
• Taxes means all national, state, regional, provincial, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, licence, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, fuel, gas import, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever imposed by any governmental entity, whether in effect at the time of these Terms or thereafter imposed, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.
• Terms has the meaning ascribed to it in the Preamble.
• Tree Planting Services, for the purposes of these Terms, has the meaning ascribed to it in the Preamble.
• tCO2e means metric tonnes of Carbon Dioxide Equivalent.

Interpretation

• References to this "Agreement" in these Terms shall collectively include the terms and conditions set out in these Terms and the terms and conditions in the executed Agreement(s) between us and you.
• In the event of inconsistency between these Terms and the executed Agreement between us and you, the Agreement shall prevail.
• Where applicable, capitalised terms in these Terms that are used but not defined in these Terms shall have the meaning given to them in the executed Agreement between us and you. Equally, capitalised terms in these Terms that are used but not defined in an executed Agreement between us and you shall have the meaning given to them in these Terms for the purposes of that Agreement.
• Headings are for ease of reference only and do not affect the interpretation of the applicable Agreement.
• Words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender.
• A "person" shall be construed as a reference to any person, firm, company, joint venture, corporation, government, state or agency of a state, or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.
• For the avoidance of doubt, where used in the applicable Agreement, a "Party" means Green Earth or the Client and "Parties" means Green Earth and the Client together, unless the context otherwise requires.
• A reference to any Party shall include that Party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee.
• Where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
• Where appropriate, terms and expressions used herein should be interpreted in conformity with the International Rules.
• The words and expressions "include", "including" and "for example", and similar words and expressions, when introducing a list of items, do not limit the meaning of the words to which the list relates to those items or to items of a similar kind.
• A reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time, whether before or after the date of the applicable Agreement (or commencement of provision of the applicable Ad Hoc Services), and any subordinate legislation made or other thing done under the statutory provision, whether before or after the date of the applicable Agreement (or commencement of provision of the applicable Ad Hoc Services).
• A reference to a document is a reference to that document as modified or replaced from time to time.
• References to our "website" mean the website (including its content) and associated systems located at the domain/URL https://www.green.earth.

Part A: General Provisions

1. Applicability and Changes to these Terms

1.1. These Terms shall apply to, and form an integral part of, all quotations, offers, activities, work orders and deliveries of services or products by or on behalf of Green Earth as part of any Agreement or the Ad Hoc Services.

1.2. The Parties may deviate from these Terms only where they have explicitly agreed to do so in writing.

1.3. The Parties expressly exclude the applicability of any supplementary, inconsistent, conflicting and/or deviating general terms and conditions of the Client or of third parties.

2. Prices

2.1. All prices used by Green Earth shall be paid in European Union currency ("Euros" or "EURs"), unless otherwise stated in the applicable Agreement or (in the case of the Ad Hoc Services) on our website.

2.2. Unless otherwise stated in the applicable Agreement or (in the case of the Ad Hoc Services) on our website, all prices are exclusive of Taxes and exclusive of any other costs such as administration costs, levies, and travel and transport expenses, unless expressly stated otherwise or agreed otherwise. The Client shall pay all such Taxes when due. All Taxes now or hereafter imposed with respect to the transactions contemplated under an Agreement or (in the case of the Ad Hoc Services) on our website shall be the responsibility of the Client and, if paid or required to be paid by Green Earth, the amount thereof shall be invoiced and become amounts due and payable by the Client under such Agreement or as part of us providing the Ad Hoc Services to you.

2.3. Subject to the terms of any Agreement, Green Earth may adjust all prices for its products or services, shown on its website or otherwise, at any time. Green Earth shall notify the Client of such price adjustments before the price adjustment becomes effective.

2.4. The Client may terminate the services as a result of a price increase as referred to in Clause 2.3, unless the price increase is the result of a Change in Law or a Change in Applicable Rules.

3. Payments and Payment Term

3.1. You agree to pay our fees (and any disbursements) as set out in any invoice under an Agreement or (in the case of the Ad Hoc Services) on our website.

3.2. If our invoice remains unpaid after thirty (30) days from the invoice date, we shall be entitled to:

3.2.1. charge interest at a rate of 10% per annum to you on all amounts outstanding; and/or

3.2.2. apply any advance payments received by us from you, including, where permitted, advance payments relating to instructions and/or agreements other than the Agreement or Ad Hoc Services to which the unpaid invoice relates, towards the payment of any unpaid invoices; and/or

3.2.3. terminate the applicable Agreement or the provision of the Ad Hoc Services in accordance with Clause 5.2.

3.3. If we or you terminate an Agreement or the provision of Ad Hoc Services by us to you for whatever reason, you shall pay all our outstanding fees, costs and disbursements, including those not yet invoiced as at the date of termination, together with any additional fees, costs and disbursements reasonably incurred arising from the termination of the applicable Agreement or Ad Hoc Services.

3.4. Without prejudice to the foregoing in this Clause 3, if the Client does not pay on time, Green Earth may suspend its obligations until the Client has met its payment obligation.

4. Performance of this Agreement

4.1. Green Earth shall perform its obligations under each Agreement and provide the Ad Hoc Services to and for the benefit of the Client in a manner that is consistent with Good Industry Practice.

4.2. Green Earth may delegate, subcontract or otherwise arrange for a third party to perform its obligations under an Agreement or the Ad Hoc Services on its behalf. The use of subcontractors or other third parties does not release Green Earth from its obligations under the applicable Agreement or from its obligation to provide the Ad Hoc Services and, in each case, Green Earth shall at all times remain primarily responsible for performing its obligations under the applicable Agreement and (if applicable) the Ad Hoc Services.

5. Termination

5.1. Without affecting any other right or remedy available to it, either Party may terminate an Agreement with immediate effect by giving notice to the other Party if:

5.1.1. the other Party commits a material breach of any term of the applicable Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so; or

5.1.2. an Insolvency Event occurs with respect to the other Party.

5.2. Without affecting any other right or remedy available to it, Green Earth may terminate the applicable Agreement with immediate effect by giving notice to the Client if the Client fails to pay any amount due under that Agreement on the due date for payment and remains in default not less than three (3) days after being notified to make such payment.

5.3. The provisions of this Clause 5 shall apply to the Ad Hoc Services mutatis mutandis.

6. Liability

6.1. Each Agreement sets out the full extent of the Parties' obligations and liabilities as between each other arising out of or in connection with such Agreement, and there are no conditions, warranties, representations or terms, express or implied, that are binding on the Parties except as specifically stated in such Agreement. Any condition, warranty, representation or other term which might otherwise be implied into or incorporated in each Agreement, whether by statute, common law or otherwise, is hereby expressly excluded.

6.2. Neither Party shall be liable under or in connection with any Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

6.3. Nothing in any Agreement shall exclude or in any way limit either Party's liability for fraud, for death or personal injury caused by either Party's negligence, for any damage caused intentionally by either Party, or for any damage caused by the fraud, wilful misconduct or gross negligence of either Party.

6.4. If the matter or circumstance that may give rise to a claim is a result of or in connection with a claim by or liability to a third party, then the Party defending such claim shall promptly notify the other Party in respect of the claim and consult with the other Party in relation to the conduct of such claim.

6.5. Green Earth's aggregate liability to you, under or in connection with this Agreement, shall in no event exceed an amount equal to the amount paid by you to Green Earth under this Agreement.

6.6. Your aggregate liability to Green Earth, under or in connection with this Agreement, shall in no event exceed an amount equal to the amount paid and/or payable (but not yet paid) by you to Green Earth under these Terms.

6.7. The provisions of Clauses 6.1 to 6.6 (inclusive) shall apply to the Ad Hoc Services mutatis mutandis.

6.8. Without limiting Clause 6.1, in no event shall Green Earth be liable to you for any losses, claims, expenses or damages arising out of or relating to the Client's use of, or statements regarding, (i) the services and/or the Contract Units to be sourced, procured and Retired under any Agreement by Green Earth (or a third party on instruction from Green Earth) on your behalf, (ii) any other services under any Agreement provided by Green Earth to you, and/or (iii) any Ad Hoc Services provided by Green Earth to you, including, in each case, claims arising out of or relating to ESG Claims. Green Earth makes no guarantee that, by receiving the services provided to it by Green Earth under an Agreement and/or receiving the Ad Hoc Services, the Client shall be in compliance with any Applicable Laws, including those relating to mandatory or voluntary GHG emission reduction programmes, climate commitments, carbon neutrality or any other environmental, social and governance commitment of any kind, and under no circumstances shall Green Earth have any liability to the Client with respect to the foregoing.

7. Confidentiality

7.1. The Parties shall treat the contents of each Agreement as confidential. Neither Party may make any disclosure, communication or announcement about the contents of this Agreement, or of any other information of which it has become aware in connection with this Agreement, to any third party, except:

7.1.1. pursuant to a requirement of a Registry in order to be able to Retire Carbon Units in accordance with the applicable Agreement;

7.1.2. with the prior written consent of the other Party;

7.1.3. to the extent required by Applicable Laws or a competent court or other competent authority;

7.1.4. to its professional advisers, provided that each Party ensures that the matters disclosed are kept confidential; or

7.1.5. in respect of information which is lawfully in the public domain.

7.2. Nothing in this Clause 7 shall prohibit the Client from disclosing that the Contract Units have been Retired on its behalf, provided that the terms of this Agreement and the identity of Green Earth are not disclosed.

7.3. The provisions of this Clause 7 shall apply to the Ad Hoc Services mutatis mutandis.

8. Preventing Money Laundering and Anti-Corruption

8.1. Neither Party shall, in connection with any activities under or related to an Agreement, directly or indirectly:

8.1.1. violate any Applicable Laws prohibiting or penalising bribery or Money Laundering;

8.1.2. offer, pay, promise to pay, give, or authorise the payment or giving of anything of value (including money) to any Government Official, official of a political party, candidate for political office or political party, to influence any act or decision of this person in their official capacity, to induce this person to do or not do any act in violation of their lawful duty, or to secure any other improper advantage; or

8.1.3. offer, pay, promise to pay, give, or authorise the payment or giving of anything of value (including money) to any private (i.e. non-government) person to influence any act or decision of this person or to secure any other improper advantage.

8.2. Each Party shall ensure that its employees, managers, officers and agents comply with Clause 8.1.

8.3. The provisions of this Clause 8 shall apply to the Ad Hoc Services mutatis mutandis.

9. Force Majeure and Change in Law

9.1. If a Party (the "Affected Party") is, or anticipates that it shall be, unable to perform an obligation under an Agreement due to the occurrence of a Force Majeure event, it shall provide the other Party (the "Non-Affected Party") with written notice providing full details of the Force Majeure (the "Force Majeure Notice") within ten (10) Business Days of becoming aware of such Force Majeure event.

9.2. The Affected Party shall take all reasonable steps to remove or mitigate the relevant effects of the Force Majeure.

9.3. If the Affected Party is unable to perform an obligation under an Agreement due to the occurrence of Force Majeure, such non-performance:

9.3.1. shall be permitted during the time and to the extent that performance is prevented, wholly or in part, by the Force Majeure; and

9.3.2. shall not give rise to any liability to the Non-Affected Party for any losses arising out of, or in any way connected with, such non-performance.

9.4. No Party shall be relieved by a Force Majeure from any obligation in any Agreement which it remains able to fulfil notwithstanding the occurrence of such Force Majeure, including any obligation to provide any notice or make any payment pursuant to the applicable Agreement.

9.5. If by reason of Force Majeure the Affected Party is unable to perform any obligation or condition required by an Agreement to be performed, and that non-performance continues for a period of one hundred and eighty (180) days after the Force Majeure Notice without the Parties being able to negotiate a mutually acceptable alternative means of carrying out the intentions of that Agreement by the end of that period, either Party may immediately terminate that Agreement by notice to the other Party. Neither Party shall have any liability in connection with, or as a consequence of, such termination.

9.6. Where a Party deems (at its discretion) that a Change in Law or Change in Applicable Rules has a material impact on the performance of an Agreement by that Party (including by causing performance of that Agreement by that Party to be economically unviable), such Party shall notify the other and the Parties shall negotiate and agree upon the necessary changes to that Agreement to ensure the continued performance of that Agreement for the remainder of its term, provided that such changes do not deviate from the commercial terms and risk allocation that were applicable between the Parties before such Change in Law or Change in Applicable Rules occurred. Where the Parties do not agree on the necessary changes to the applicable Agreement within thirty (30) days of the date of the above-mentioned notice, either Party may terminate that Agreement.

9.7. If an event or circumstance qualifies as both (i) one or a combination of a Change in Applicable Rules and/or Change in Law, and (ii) a Force Majeure, such event or circumstance shall be treated as a Change in Applicable Rules and/or a Change in Law (as the case may be).

9.8. The provisions of this Clause 9 shall apply to the Ad Hoc Services mutatis mutandis.

10. Miscellaneous

10.1. Governing Law and Jurisdiction.

10.1.1. Each Agreement and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with the laws of the Netherlands.

10.1.2. A Party may commence negotiations to resolve any dispute arising out of or in connection with an Agreement (including any question regarding its existence, validity or termination) by giving the other Party written notice of any dispute not resolved in the normal course of business (a "Dispute Notice").

10.1.3. Upon receipt of a Dispute Notice, each Party agrees to promptly transfer the amounts not in dispute to the other Party. The Parties shall attempt in good faith to resolve any dispute promptly by negotiation between executives authorised to resolve such disputes.

10.1.4. If the dispute has not been resolved by negotiation within twenty (20) Business Days of delivery of the Dispute Notice, either Party may submit the dispute to the competent court in the Netherlands for the district in which Green Earth has its registered office, which shall have exclusive jurisdiction.

10.1.5. Nothing in this Clause 10.1 shall prevent a Party from seeking a preliminary injunction or other provisional relief from a court of competent jurisdiction to avoid irreparable damage.

10.2. Notices. Any notice under an Agreement must be in writing in the English language and served by leaving it at, or sending it by prepaid registered post, third-party courier service, overnight delivery or email to, the address or email address shown for a Party in that Agreement, or as otherwise notified by a Party to the other Party from time to time pursuant to that Agreement. A written notice is deemed to have been received:

10.2.1. if delivered by hand, on the Business Day of delivery or, if delivered on a day other than a Business Day, on the first Business Day after the date of delivery;

10.2.2. if sent by registered mail, on the second Business Day after the date of posting or, if sent from one country to another, on the fifth Business Day after the date of posting; or

10.2.3. in the case of email, (i) if delivery occurs before 5.30 pm on a Business Day, immediately on delivery to the recipient's server in a readable format; or (ii) if delivery occurs after 5.30 pm on a Business Day, on the following Business Day, in each case provided no error message is received by the sender.

10.3. Assignment. Neither Party may assign, novate or transfer all or part of any Agreement without the prior written consent of the other Party. Any purported assignment, novation or transfer in violation of the foregoing is void.

10.4. Merger. If we transfer all or substantially all of our business to another firm (the "Successor Entity"), each Agreement with you shall continue. You agree that in such event the Successor Entity is automatically appointed by you as successor contractor so that continuity of service can be provided to you. The terms of the applicable Agreement shall apply mutatis mutandis between the Successor Entity and you. If such transfer requires some formal action by you, you shall take such steps as are necessary to enable continuity in the provision of our services to you.

10.5. Non-Waiver. The failure of either Party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to any Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party's right later to enforce or to exercise it.

10.6. Severability. If any term of any Agreement is found to be illegal, invalid or unenforceable under any Applicable Laws, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the applicable Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

10.7. Entire Agreement. Each Agreement (including these Terms) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes and extinguishes any representations previously given or made with respect to its subject matter other than those given or made in this Agreement, but nothing in this Clause 10.7 limits or excludes any liability for fraud in relation to those representations.

10.8. Survival. The Definitions, the Interpretation and Clauses 6, 7 and 10 of this Part A: General Provisions shall remain in full force and effect notwithstanding the expiry or termination of any Agreement. Any termination of an Agreement, howsoever caused, shall be without prejudice to any rights or remedies that may have accrued to a Party prior to such termination, and any provisions of that Agreement necessary for the exercise of such accrued rights or remedies shall survive the termination of that Agreement.

10.9. Arm's Length. The relationship of the Parties is that of independent contractors dealing at arm's length. Except as otherwise stated in an Agreement, nothing in that Agreement shall constitute the Parties as partners, joint venturers, fiduciaries or co-owners, or constitute either Party as the agent, employee or representative of the other, or empower either Party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither Party shall hold itself out as having authority to do the same. Each Party shall bear its own costs in association with the preparation, negotiation and execution of each Agreement.

10.10. Amendment. No amendment, modification or alteration to or variation of any Agreement shall take effect unless and until the same is in writing and signed on behalf of each of the Parties by a duly authorised representative.

10.11. Rights of Third Parties. Subject to the rights that may accrue to any successors, permitted assignees or novatees of the Parties, no provision of this Agreement (including these Terms) is to be construed as creating any rights enforceable by a third party, and all third-party rights implied by law are, to the extent permissible by law, excluded from each Agreement.

10.12. Data Protection Laws. The Parties shall at all times comply with all applicable Data Protection Laws. The Client agrees that it shall enter into and comply with any supplemental data sharing agreement or data processing agreement that Green Earth may reasonably require from time to time.

10.13. Ad Hoc Services. The provisions of this Clause 10 shall apply to the Ad Hoc Services mutatis mutandis.

Part B: Specific Provisions for Tree Planting Services

1. Subscription-Based Tree Planting

1.1. The Client may select its tree planting subscription preference through the options available on the tree planting page of our website (https://www.green.earth/plant-a-tree) (each, a "TP Subscription").

1.2. The fee for the TP Subscription selected by the Client (the "TP Fee") may be paid on a monthly basis (a "Monthly Plan") or an annual basis (an "Annual Plan" and, together with the Monthly Plan, a "Subscription Plan"), depending on the Client's preference.

1.3. Where a Monthly Plan is selected by the Client, the TP Fee shall be debited from the Client's account within five (5) Business Days of the date on which the Client subscribes to the applicable Monthly Plan and thereafter within five (5) Business Days of the beginning of each calendar month.

1.4. Where an Annual Plan is selected by the Client, the TP Fee shall be debited from the Client's account within five (5) Business Days of the date on which the Client subscribes to the applicable Annual Plan and, for each Extended TP Term (as defined below), within five (5) Business Days of the commencement of each such Extended TP Term.

1.5. The TP Fee shall be automatically debited from the Client's account through the credit, debit (or any other applicable) card details that you may have provided to us through "Shop Pay", "PayPal", "Google Pay" or any other payment service made available on our website from time to time. If the payment is not received on time, reminder costs may be charged. If payment is not received after a reminder, Green Earth is entitled to terminate the subscription unilaterally with immediate effect and to claim any damages.

1.6. Each Subscription Plan has an initial term of one (1) year commencing on the date on which we have received the applicable TP Fee from the Client in full (the "Initial TP Term").

1.7. The Initial TP Term cannot be terminated prematurely by the Client. Unless the Client has cancelled its TP Subscription or otherwise notified Green Earth of its intention not to renew the Initial TP Term, in each case not later than four (4) weeks before the end of the Initial TP Term, the Initial TP Term shall (without the need for any notice or act by any Party) be automatically extended for a further term of one (1) year (an "Extended TP Term"). The foregoing shall apply to each Extended TP Term mutatis mutandis up to a total maximum term of ten (10) years from the date of the Client's subscription to the applicable Subscription Plan, whereupon Green Earth and the Client shall discuss whether the then applicable Extended TP Term shall continue for an additional term.

1.8. If the Client cancels its TP Subscription or otherwise notifies Green Earth of its intention not to renew the Initial TP Term or the applicable Extended TP Term (as the context requires) no later than four (4) weeks before the end of the Initial TP Term or the applicable Extended TP Term (as the context requires) (each, a "Cancellation Notice"), Green Earth shall, within two (2) weeks of the date of the Cancellation Notice, confirm such cancellation in writing to the Client, stating the date on which the applicable TP Subscription ends. In the case of the Annual Plan, Green Earth shall refund a pro-rated portion of the applicable TP Fee to the Client based on the number of months of the Initial TP Term or the Extended TP Term (as the context requires) remaining as at the date of the Cancellation Notice. If a Cancellation Notice is served by the Client within four (4) weeks of the end of the Initial TP Term or the Extended TP Term (as the context requires), no refund shall be due from Green Earth to the Client.

1.9. The tree planting shall be completed within the agreed timeframe. Any delays due to unforeseen circumstances shall be promptly communicated to the Client.

1.10. The Client shall not receive rights, title or interest in any planted trees. The Client's payment is for the service of planting the tree. The Client shall not gain ownership of the tree, its fruits or any other benefits from the tree.

1.11. Green Earth assumes no responsibility for the maintenance and survival of the trees after the completion of the payment. Any additional services, such as maintenance or a survival guarantee, may be subject to additional agreements and fees and are not included in the payment for one-off tree planting services.