Project Terms

Welcome to Ecobase! Please see below the standardized project terms for all our projects across Europe. That’s also the reason they are in English. When reading the terms, keep in mind that we have tried to create something that can be easy to understand and at the same time that covers the requirements of the carbon standard organization so the project can get validated and can issue credits.

Last updated: 15/10/2022 (old version)

1. Definitions

For the purposes of these Ecobase Afforestation/Reforestation Project Terms (Terms):
‘Credit’ means a Verified Carbon Unit (unique tradable unit that represents the right of the holder to claim the achievement of the reduction or removal of greenhouse gases in an amount of one metric tonne of the CO2 equivalent and that has been verified and issued by Verra) and a corresponding Ecobase Carbon Unit (carbon unit issued by Ecobase to the Landowner under the Project based on issued Verified Carbon Units). One Ecobase Carbon Unit represents one Verified Carbon Unit.
‘Ecobase’ means Project Spruce OÜ, registry code 16237158, address: Laagri, Angerja village, Kohila Administrative Municipality, Rapla County, Estonia, 79741.
‘Land Use Change’ means a deliberate clearcutting and change in land use (e.g. back to agricultural land, solar panel park, residential area or other non-forest use) of a Project Area or portion thereof, and which is not caused by force majeure.
‘Landowner’ or ‘You’ means the landowner submitting the Project Areas to the Project.
‘Project Area’ means one area belonging to the Landowner, where the Project is being implemented.
‘Parties’, each individually a ‘Party’ means Ecobase and Landowner together.
‘Planting Plan’ means planting and forestry management rules that have to be followed in the Project.
‘Platform’ means the Ecobase online platform available at www.ecobase.earth and all documents one can download from there as well as shared access folders and documents prepared by Ecobase.
‘Project’ means Ecobase afforestation/reforestation carbon projects across Europe with the aim of reducing or removing greenhouse gas emissions and, as a result thereof, generating Credits.
‘Project Period’ means the length of the Project in years. The Project Period ends when the number of years specified in the Planting Plan have passed since the project activities start date on the specific Project Area.
‘Registry’ means Verra’s Registry. Registry enables the issuance, transfer, holding, cancellation and retirement of Credits and tracks all transactions with parties outside the Project – all changes made in the Registry are also recorded in the ‘Ecobase Registry’ which is a public online registry of Credits of the Project where transactions both outside and inside the Project are recorded.
‘Verra’ means a carbon standard organisation that certifies the Project’s credits in whose Registry the Project will be registered, monitored and Credits issued.

2. Ecobase’s obligations

  1. 2.1. Ecobase registers the Project with Verra.
  2. 2.2. Ecobase manages the Project and supports the Landowner in implementing the Project.
  3. 2.3. Ecobase develops and administers the Platform and the Ecobase Registry.
  4. 2.4. Ecobase develops and operates a monitoring, reporting and verification solution using relevant technology in combination with potential on-site inspections.
  5. 2.5. Ecobase organizes and covers the costs of the validation and verification of the Project so that the Landowner would not have to bear validation and verification costs.

3. The Landowner warrants and represents that:

  1. 3.1. The Landowner has valid and uncontested ownership of or long-term control (via a concession or rental agreement) of the Project Area.
  2. 3.2. From the start of the project activities on the Project Areas until the end of the Project Period, the Landowner grants to Ecobase all legal and equitable title and rights to all and any GHG attributes of the Project Areas generated by the Project for which the Project participants are collectively eligible to request Credit issuance (Verra’s requirement).
  3. 3.3. The portion of Landowner’s Credits from the Project from their Project Areas is specified on the Platform. These are the Landowner’s property and the Landowner holds all rights to and control over such Credits.
  4. 3.4. The portion of Ecobase’s Credits from the Project for all Project Areas is specified on the Platform. These are Ecobase’s property and Ecobase holds all rights to and control over such Credits.
  5. 3.5. The market value of Credits is beyond Ecobase’s control and Ecobase makes no explicit or implicit guarantees or warranties as to the supply, demand or market price of Credits.
  6. 3.6. There is uncertainty in relation to the eventual amount of GHG captured since various Project Areas, soils and planting plans and methods produce different GHG capture results and the Verra’s verifiers might interpret provided data differently.
  7. 3.7. Have the power and authority to enter into the Project and to perform their obligations under the Project.
  8. 3.8. They understand and accept the Terms and the risks of the Project.

4. Planting plans

  1. 4.1. The Landowner avoids any Land Use Change on Project Areas. If this requirement is not followed, the Landowner needs to reimburse Credits specified in clause 11.
  2. 4.2. Regeneration felling may take place before the Project Period ends, in which case the Project Area is subject to a replanting obligation, which can also be performed by way of natural regeneration.
  3. 4.3. Force Majeure is not considered a Land Use Change. Any one or more of the following events or circumstances which are beyond the reasonable control of the Landowner having acted in accordance with prudent operating practice is a Force Majeure: strike, natural physical disaster (including hurricane, storm damage, earthquake, flooding, drought, natural fire, cyclone, tornado), insect infestation, outbreak of a plant disease, pandemic, act of the public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion or public demonstration or expropriation by the government, provided that neither a lack of funds nor disturbances in the operation of the Project are treated as an event of force majeure.
  4. 4.4. Thinning is allowed.
  5. 4.5. The Landowner implements one or multiple of the following planting plans:
    4.5.1. Continuous cover forestry. Project Period is 100 years. In this case regeneration felling during the Project Period is considered a partial Land Use Change. This will result in the reimbursement of some of the earned Credits. Credits to be reimbursed are calculated between Credits earned and Credits earned if that Land Area had been under the long-term rotation forestry planting plan.
    4.5.2. Long-term rotation forestry. Assumed rotations of over 30 years. The Project Period is 38 years or the assumed rotation + 1 year, whichever is higher.
    4.5.3. Shorter-term rotation forestry. Assumed rotations of less than 30 years. The Project Period is 38 years or the assumed rotation x 2 +1 year, whichever is higher.
  6. 4.6. Details of assumed rotations for various tree species are set out on the Platform.
  7. 4.7. Project Period can be extended by agreement of the Parties.

5. Reporting

  1. 5.1. Ecobase has the right to ask data from the Landowner on the activities on the Project Area (land preparation, proof of the volume of pre-project biomass clearing, planting, maintenance, harvests).
  2. 5.2. At every verification, Ecobase will ask proof of project area ownership/control from the Landowner. If the Landowner does not provide project area ownership/control data in due time (within 60 days), it is considered a breach of the Terms, which entitles Ecobase to damages in the amount of up to two (2) Credits per hectare of the affected Project Areas.
  3. 5.3. Ecobase has the right to forward this data to third parties if it is necessary for performing the Terms. Ecobase is entitled to rely on the accuracy and completeness of the data provided and the Landowner is responsible for the consequences of any defects, discrepancies, errors, inconsistencies or omissions in such data.
  4. 5.4. Ecobase has the right to access the Project Areas during the Project Period with this term surviving the Landowner exit from the Project.

6. Joining the Platform and addition of Project Areas

  1. 6.1. If the Landowner joins the Project via the Platform, the agreement between the Parties is concluded after the Landowner has accepted the Terms and Ecobase has granted access to the Landowner to add Project Areas via the Platform.
  2. 6.2. If the Landowner joins the Project via email, the agreement between the Parties is concluded after the Landowner has confirmed their acceptance of the Terms after which Ecobase will grant access to the Platform.
  3. 6.3. If the Landowner adds new areas through the Platform, this will be regarded as an offer. If Ecobase confirms these areas on the Platform, this will be regarded as the acceptance and such areas will become Project Areas.
  4. 6.4. If the Landowner sends new Project Areas via email, this will be regarded as an offer. If Ecobase confirms these areas on the Platform, this will be regarded as an acceptance and such areas will become Project Areas. When adding new areas via e-mail, Ecobase will add accepted Project Areas to the Platform on behalf of the Landowner.
  5. 6.5. All new Project Areas that are added will be subject to the Terms.
  6. 6.6. Only eligible areas are added as Project Areas.

7. Change in ownership

  1. 7.1. Ecobase hereby grants the Landowner the consent to assign the Terms to the new owner incase of Project Area sale. If the new owner of the Project Area does not agree to stay in the Project, the change in ownership is deemed equivalent to that Project Area exit from the Project and the date of change in ownership is deemed the date of termination.

8. Credits

  1. 8.1. Issued Credits belong to the entity that is duly registered as their owner in the Ecobase Registry and a transfer of ownership of Credits is valid when duly registered in the Ecobase Registry.
  2. 8.2. The Landowner has the right to sell Credits via third parties in which case the change of ownership will be duly registered in the Ecobase Registry by the Landowner through Ecobase.
  3. 8.3. The Landowner refrains from using Credits to create derivatives, futures or similar financial arrangements unless allowed by Ecobase.

9. Disqualification from the Project

  1. 9.1. If Verra or a qualified validation or verification body disqualifies any of the Landowner’s Project Areas at any stage of the Project in spite of Ecobase’s best efforts to include the Project Areas in the Project and Ecobase has informed the Landowner in advance of the validation and verification risks involving these Project Areas, Ecobase bears no liability whatsoever.

10. Early exit from the Project before earning Credits

  1. 10.1. The Landowner has the right to exit the Project with regard to a Project Area or portion thereof by giving Ecobase a written notice. The termination is immediate.
  2. 10.2. If the Landowner has not earned any Credits from the Project, the Landowner may exit the Project without restrictions, penalties or liabilities.

11. Early exit from the Project after earning Credits

  1. 11.1. If the Landowner has earned Credits from the Project, the Landowner must reimburse the Credits earned on that Project Area only if there has been a Land Use Change on the Project Area. This requirement remains in force until the maturity date of the originally agreed Project Period. If the Landowner returns such Credits, there are no further claims against the Landowner regarding a Land Use Change.
  2. 11.2. If the Landowner has sold or used these Credits, the Landowner should provide other Credits instead. If no Credits are available, the Credits will be deducted from the Landowner’s next verification’s Credits. If the Landowner is reasonably presumed not to be able to earn any more Credits from the Project, they need to reimburse the income they received for those Credits.
  3. 11.3. Ecobase has up to 24 months to deregister the Landowner’s Project Area or a portion thereof at Verra in the event of early exit from the Project.

12. Landowners’ step-in rights

  1. 12.1. In the event of Ecobase's insolvency, bankruptcy, liquidation or any similar type of procedure, as well as in the case the Landowners participating in the Project(s) managed and coordinated by Ecobase within the same country have reasonable doubts about Ecobase's solvency and ability to duly fulfil the provisions of this agreement, acts as Project manager and perform all and any obligations with respect to Project and where such failure seems to be irreversible, the following procedure shall apply:
  2. 12.2. Landowners may, by simple majority voting, subject to giving Ecobase a written notice 30 calendar days in advance, appoint themselves or a third party (a new Project proponent) to perform Ecobase’s obligations. Landowners may charge any reasonable related costs and expenses incurred by them to Ecobase and/or deduct any such costs and expenses from payments due and payable to Ecobase for the received Credits under the Project.
  3. 12.3. Ecobase agrees to fully co-operate with landowners and/or their appointee in respect of validation, registration, monitoring, verification and issuance carried out in accordance with the landowners’ step-in rights, including providing access to the landowners’ staff, employees and contractors and/or the landowners’ appointee to all relevant property, facilities and records.
  4. 12.4. Ecobase herewith irrevocably grants landowners all of the necessary powers and authority to act on its behalf, where necessary, and agrees to assist landowners and co-operate with landowners in exercising the step-in rights.
  5. 12.5. When exercising their step-in rights, landowners are liable for their own actions but not to the extent Ecobase or any of its contractors has caused or contributed to the liability incurred.
  6. 12.6. Landowners’ voting is organised by the largest Landowner based on the number of hectares of Project Areas. A simple majority of Landowners by the number of Project Areas (by hectares) in the Project will make up the quorum. Ecobase will provide contact details of other Landowners in the Project to the largest Landowner to organize this voting.    

13. Biomarkers

  1. 13.1. Biomarkers (Bio, Bio+, Bio++, Bio+++) are added to Credits in Ecobase’s Registry when the following criteria are met. Biomarkers are added to Credits during verification via a biodiversity analysis carried out by Ecobase.
  2. 13.2. 30+ year assumed rotation:13.3.1. Bio: the dominant species below 80% or a deciduous forest at least 10%.
    13.3.2. Bio+: the dominant species below 70% and a deciduous forest at least 10%.
  3. 13.3. 100+ year assumed rotation:13.4.1. Bio+: the dominant species below 80% or a deciduous forest at least 10%.
    13.4.2. Bio++: the dominant species below 70% and a deciduous forest at least 10%.
    13.4.3. Bio+++: the dominant species below 70% and a deciduous forest at least 10% and at least 3 species in total.
  4. 13.4. All percentages are based on the standing tree volume per Project Area.

14. Authorisation

  1. 14.1. The Landowner herewith grants Ecobase all authorisations required for registration or validation of the Project with Verra or for verification or issuance of Credits.
  2. 14.2. Ecobase is also authorised to use subcontractors for performance of its obligations. In such situations Ecobase ensures that the subcontractors are properly qualified to perform the obligations.

15. Costs

  1. 15.1. Costs related to the Project are borne by the Party to whose obligation the cost is intrinsically linked.

16. Personal data

  1. 16.1. The Parties abide by Ecobase’s Privacy Policy published on the Platform.

17. Intellectual property

  1. 17.1. The mark ‘Ecobase’, the Platform and any parts thereof are protected by intellectual property rights (i.e. copyright, rights related to copyright and industrial property) that belong to Ecobase (Ecobase’s Intellectual Property).
  2. 17.2. The Landowner must not reproduce (copy), distribute, transfer, transmit, translate, integrate into other databases or in any way use Ecobase’s Intellectual Property without Ecobase’s written consent.
  3. 17.3. If, in performing the Project, the Landowner transfers to Ecobase any works or other subject matter that may be protected by intellectual property rights belonging to you (Landowner’s Intellectual Property). The Landowner grants Ecobase a free worldwide license (with the right to sublicense) for the Project Period regarding the following proprietary rights: the right to reproduce and distribute the work and make it available to the public. Ecobase may use these licensed rights only for performance of the Project. Ecobase must not use the Landowner’s Intellectual Property in any other way without the Landowner’s prior written consent.

18. Value added tax

  1. 18.1. All amounts referred to in the Project are exclusive of any applicable withholding, sales or value added tax (VAT).
  2. 18.2. The VAT treatment of any delivery under the Project is determined pursuant to the VAT law of the jurisdiction where a taxable transaction for VAT purposes is deemed to take place. If VAT is properly chargeable on any such supply, the receiving Party pays the supplying Party an amount equal to VAT chargeable in the supplying Party’s jurisdiction, provided that:18.2.1. Such amount must be paid once the supplying Party issues to the receiving Party a valid VAT invoice regarding the amount and the receiving Party is not required to make any payment to the supplying Party in respect of VAT which the receiving Party must self-assess under the reverse charge rule or any similar system in the receiving Party’s jurisdiction.

19. Limitation of liability

  1. 19.1. The aggregate monetary liability of Ecobase under or in connection with the Project is limited to 1,000 euros per hectare of a Project Area.
  2. 19.2. In no event bears Ecobase or the Landowner any liability for any indirect damage or loss arising from or related to the Project, including for loss of profits (including for loss of expected timber yield) or loss of any commodity or equipment (including for loss of investments in forestry machinery or similar) even if Ecobase or the Landowner has been informed of the possibility of such damage or loss.
  3. 19.3. Ecobase and the Landowner are also not liable for any non-financial losses.
  4. 19.4. No limitation of liability agreed in the Project applies in the event of an intentional breach of obligations.

20. Amendment

  1. 20.1. Ecobase may unilaterally amend the Terms to comply with legislation, regulatory rules and standards of Verra and/or if the amendment does not restrict the Landowner’s rights or increase the Landowner’s obligations including changing the methodology if it is reasonably expected to economically profit the Landowners and the Project.
  2. 20.2. Ecobase may together with the majority of Landowners agreeing to it change the carbon standard organisation under which the Project is registered. Majority of Landowners is defined by the number of Project Areas (by hectares) in the Project.
  3. 20.3. Ecobase gives the Landowner no less than 3 months prior notice of such amendments.
  4. 20.4. The Landowner agrees that such amendments by Ecobase are allowed under the Project without bringing any claim against Ecobase in that regard.

21. Change in law

  1. 21.1. If, during the Project Period, there is change in legislation or other binding rules, which calls for amendment of the Terms, the Parties will amend the Terms accordingly. If the Parties fail to amend the Terms within a time limit of 60 calendar days of a Party making an amendment request under this clause, either Party may terminate the Terms by written notice to the other Party.

22. Notices

  1. 22.1. Unless otherwise stated herein, notices and other communication under the Terms are sent via the Platform or via the email noted on the Platform.

23. Language

  1. 23.1. All notices and communication in connection with the Terms must be in English.

24. Jurisdiction

  1. 24.1. Any dispute arising from or related to the Terms or a breach, termination or validity thereof is settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be three. The seat of arbitration shall be Helsinki. The language of the arbitration shall be English.
  2. 24.2. The Terms are governed by the law of the country the Project Areas are based in. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Terms.