GTC

General Terms and Conditions (GTC) of the Klim Platform
2025

§ 1 Scope of application

We, Klim GmbH, provide and operate the Klim app and the website https://farms.klim.eco (together and individually referred to as “Platform”). Our Platform offers farmers the following in particular:

A tool for field management, which farmers can use to input plans and receive support.
Support by means of personalized recommendations on the implementation of higher impact measures, e.g. integrating secondary crops into a crop rotation.
A library of educational resources that offer inspiration and direction.
Participation in programs designed to promote regenerative agriculture, in order to receive compensation for reaching set goals.

These GTC and the respective program descriptions apply exclusively. In case of discrepancies between these GTC and the program descriptions, the provisions of the program description shall take precedence. The User’s deviating, conflicting or supplementary general terms and conditions shall only become an integral part of the contract if and to the extent that we have expressly consented to their application. This consent requirement applies to all cases, including, for example, if we provide services to the User unconditionally or provide access to the Platform while aware of the User’s GTC.

Legally relevant declarations and notices by the User in connection with the contract are to be given in writing, including text form (Textform within the meaning of Section 126b German Civil Code, Bürgerliches Gesetzbuch -BGB)(by letter or email). Statutory form requirements and the right to request additional evidence remain unaffected, particularly in cases of doubt regarding the declarer’s authority (Legitimation).

Any references to the applicability of statutory provisions are for clarification purposes only. Such statutory provisions therefore still apply even in the absence of express references, unless they are expressly modified or excluded in these GTC.

The Platform is intended for use exclusively by traders within the meaning of Section 14 of the German Civil Code , legal entities under public law and special funds under public law (öffentlich-rechtliche Sondervermögen) who operate an actively managed agricultural enterprise in the UK. Consumers are prohibited from using it.

§ 2 Amendments to the GTC

We reserve the right to amend these GTC at any time, including within the existing contractual relationships. We will notify the User of such amendments at least 30 calendar days before the amendments take effect. If the User does not object within 30 days of receiving the notice of amendment, and continues to use the services beyond the objection period, the amendments shall be deemed accepted as of the end of the objection period. If an objection is raised, the contract shall continue under the previously agreed terms. The notice of amendment shall advise the User of their right to object and the consequences thereof.

§ 3 Registration and conclusion of contract: app and website

The User may register via the registration form on our website to access our services. Subject to availability, the User may also obtain our app through the usual platforms (e.g. Apple App Store or Google Play), install it on their device and use it to register.

By clicking the “Register” button in the app or on the website during the registration process, the User submits an offer to conclude a binding contract for the use of the Platform. The User also confirms that the information provided is truthful and complete.

§ 4 Platform features/tools for documentation, planning and management of farms

We offer services, digital tools and expert articles on our Platform. If any of these features or content are subject to a fee, this will be explicitly indicated.

Where we provide free content or features, we are entitled to modify, expand or cancel them without replacement, at any time and without notice.

Where we offer support or advisory services on the Platform, these constitute services (Dienstleistungen) within the meaning of Sections 611 et seq. German Civil Code. Services under a contract for work and services (Werkvertrag, within the meaning of Section 631 et seq. German Civil Code) are not part of our agreed performance.

§ 5 Rights of use

We grant the User a non-exclusive, non-transferable, non-sublicensable, royalty-free right to run, display and use the app on the User’s mobile devices (e.g. smartphone, tablet). Contractual use of the app includes installing , loading, displaying and operating the installed app.

We also grant the User a non-exclusive, non-transferable, non-sublicensable royalty-free right to use the website and the features available on it.

The User is prohibited from sublicensing or lending access to the Platform and/or otherwise distributing the Platform or the right to use the Platform. Furthermore, the User shall not alter, translate, reverse engineer or decompile or create derivative works based on the Platform.

§ 6 Intellectual property

Unless otherwise provided, all rights in and to the Platform, its design, its components, its features and the contents accessible through it are reserved and exclusively owned by us. The User is granted only the rights of use expressly set out in these GTC.

Any use and/or reproduction of the Platform beyond the rights granted to the User constitutes a breach of the User’s contractual obligations and our statutory rights.

§ 7 Responsibility for access credentials

When registering, the User must provide their email address and a password. The User can use these credentials to log into their login area on the Platform. The User is responsible for ensuring that the username does not infringe third-party rights, in particular name or trademark rights, and does not violate accepted standards of common decency (gute Sitten, within the meaning of Section 138 German Civil Code).

The User shall keep the login credentials, including the password, confidential and not must not disclose them to unauthorized third parties.

The User must ensure that only they, or their authorized agents, access and use the services available on the Platform. If there is reason to believe that unauthorized third parties have or will become aware of the login credentials, the User must inform us immediately.

The User is liable for any use and/or other activity carried out under their login credentials in accordance with applicable statutory provisions.

§ 8 Updating User data

The User shall keep their data (including contact information and bank details) up to date. If there is a change to the stored data during the term of participation, the User must promptly update the information in their personal settings. If the User is unable to do so, they must notify us without delay by email or through the support chat.

§ 9 Programs offered by Klim

We use our Platform to offer farmers the opportunity to participate in programs which promote regenerative agriculture. When farmers participate in a program and meet the respective requirements, they receive compensation for implemented and verified measures that we support on the Platform. The program description are set out in the the respective description on the Platform and in the following provisions.

We reserve the right to change the scope of any program, to offer new program or to cancel a program without replacement at any time with future effect. If a program is no longer being offered, farmers who have already registered for this program will be able to complete the program in the current year and request compensation upon completion. In all other respects, section 16 para. 1 shall apply accordingly.

Simultaneous participation in multiple programs on the Klim Platform is not permitted. In the 12 months after first taking part in one of our programs, Switching between our programs during the first 12 months of participation is only permitted in exceptional cases and subject to our prior permission.

To participate in a program, the farmer must create an account and provide the requested personal information.

The right to compensation requires that, in addition to successful verification in accordance with section 10 and, where applicable, the respective program description, the farmer submits the respective requested information regarding their land or the regenerative agricultural measures to us through the Platform on an annual basis for the duration of their participation in the program. The verification method and the evidence which is to be submitted by the User are set out in the respective program description.

Unless specified otherwise in the program description, verified compensation is paid out once a year insofar as the compensation requirements of the respective program have been met.

Compensation and payment claims collected by the User may not be transferred without our consent.

Uncollected compensation expires within the applicable statute of limitations (gesetzliche Verjährungsfristen).

§ 10 Verification; checking the User’s data

We are entitled at any time to verify the User’s data and submitted evidence either ourselves, or through a third party appointed by us (e.g. TÜV Rheinland AG). For verification purposes, we are entitled, in particular, to request evidence and
information from the User, such as photos, proof of purchase, etc., and to use publicly available satellite data.

At our request and with reasonable advance notice, the User shall permit us and/or third parties appointed by us and bound by confidentiality obligations to inspect the land specified by the User in the Platform and/or the relevant parts of their farm (e.g. barns) during regular working hours to verify whether the measures entered by the User have in fact been implemented (e.g. by means of spot checks). We shall ensure that the User’s business is disturbed as little as possible by our activities on site.

The User hereby grants us permission to fly over the agricultural land specified on the Platform with camera drones and make recordings for the verification purposes.

We will cover the costs of the inspection, unless the verification reveals a significant inaccuracy in the data provided by the User, in which case the User shall bear the costs (including, but not limited to the costs of the appointed third parties, labor costs, etc.). If, during the verification of the submitted evidence or during the site inspection, discrepancies with the User’s data are revealed, we are entitled without prejudice to our rights under section 17 para. 1 of these GTC, to base compensation calculations on the data that has actually been proven or verified and to correct the data entered into the Platform based on the evidence and information provided.

If the farmer does not allow us to carry out an inspection in accordance with paras. 1 and 2 even after one request has been made and a reasonable deadline set, our rights under section 17 of these GTC shall apply.

§ 11 Obligations of the User

Without prejudice to the other provisions of these terms and the respective program descriptions, the User is contractually obligated to

provide us with complete and correct data at all times;

only request payment of compensation when they have fulfilled the conditions of the respective program and these GTC in full;

ensure that they have not received any benefits from third parties (e.g. grants, compensation, etc.) for regenerative agricultural measures and/or for climate protection services for which they seek to receive or have already received compensation through us, and/or for which they are or will be entitled ; this does not apply to public-sector payments such as subsidies, funding, etc.;

not receive a certificate and/or have one issued by a third party for regenerative agricultural measures and/or for climate protection services for which they want to receive or have already received compensation from us, and not sell a certificate for the same (whether in exchange for remuneration or not) to third parties and/or to allow them to be sold by third parties;

not participating in other providers’ comparable programs while participating in one of ours;

to independently ensure compliance with all legal provisions that apply to them in connection with participating in the programs we offer (in particular laws, regulations; regulatory and judicial requirements; tax obligations);

to use the Platform to provide us with all the evidence and information that we request before and after paying out compensation as long as this is not unreasonable;

to cooperate as is necessary and reasonable for the fulfilment of the contract;

By applying for compensation, the User confirms they have complied with the obligations set out in para. 1.

In the event of a breach the obligations listed in para. 1 , our rights shall be as set out in section 17 of these GTC.

§ 12 Data back-up by the User

It is the User’s responsibility to regularly and completely back up their data in order to protect it from loss and damage. We are not obligated to back up data.

§ 13 Data protection and confidentiality

Processing personal data is carried out exclusively in accordance with the applicable data protection laws. Further information can be found in our privacy policy statement.

We process non-personal data exclusively on the basis of these terms and conditions and the respective programme descriptions.

We treat all of the User’s information that is passed to us as confidential and do not pass it on to third parties unless we are entitled to do so on the basis of contractual agreements or relevant statutory provisions, or if we are legally obliged to disclose it.

§ 14 Limitation of liability for services provided free of charge

Should the User incur damages through use of services or content provided free of charge on the Platform, our liability shall be limited to damage resulting from the contractual use of the free content and/or services, and only in cases of wilful misconduct (Vorsatz) (including fraudulent intent (Arglist) and gross negligence (grobe Fahrlässigkeit).

§ 15 Limitation of liability for other services

Where the damage is not related to the use of free services or content (to which section 14 applies), our liability is governed by the following provisions:

We shall be liable without limitation for damage that has been caused by us or our legal representatives, senior executives or simple vicarious agents (einfache Erfüllungsgehilfen) with wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), we have unlimited liability.

We shall not be liable for slightly negligent (leicht fahrlässig) breaches of only minor contractual obligations. In all other cases, our liability for damages caused by slight negligence is limited to those damages as is typical for the contract and foreseeable at the time of its conclusion (vertragstypisch vorhersehbare Schäden). This also applies to slightly negligent breaches of duty by our legal representatives, senior executives or simple vicarious agents.

The above limitation of liability does not apply where there is fraudulent intent, in the event of personal injury or harm to life or health, for breaches of warranties or for claims arising under product liability regulation (German product liability act (Produkthaftungsgesetz) or similar local regulations that are applicable by statutory law).

§ 16 Term and termination of the contract or individual program

This contract is concluded for an indefinite period and can be terminated by either party with a notice period of one month. If, at the time of the termination, the User has already started implementing a program, they are entitled to continue that program in the current calendar year and make a one-off request upon completion for payment of the compensation in accordance with these terms and conditions and the respective program description. The User’s claims for payment which pre-date termination remain unaffected by the termination provided that the respective requirements for these claims have been met on the basis of these GTC and/or the respective program description.

Furthermore, both parties may terminate the contract for cause (aus wichtigem Grund). Good cause shall exist on our part in particular if the User breaches a contractual obligation despite formal warning. We shall also be entitled to terminate the contract for cause without prior warning if the User breaches one of the obligations under section 11 para. 1 a) of these GTC, unless the User was not responsible for the breach.

§ 17 User’s breach of obligations – indemnification; contractual penalty

If the User breaches one of the obligations under section 10 or 11 of these GTC (in particular by submitting incorrect data) or under the respective program description, we shall be entitled, without prejudice to statutory rights and the right to extraordinary termination, to request that the User refund compensation monies already paid or to permanently withhold compensation which has not yet been paid out.

The User shall indemnify us against all third-party claims asserted against us that arise from the breach of an obligation by the User under these GTC, in particular breaches of sections 10 or 11, or of the program descriptions.

Paras. 1 and 2 do not apply if the User is not responsible for the breach of obligation.

For each case of culpable breach by the User of obligations under section 11 para. 1 a) of this contract and/or arising under any separate agreement, we shall be entitled to claim for payment of a reasonable contractual penalty (Vertragsstrafe). The amount shall be set by us at our reasonable discretion and may be reviewed by the competent court at the User’s request. Payment of the contractual penalty shall not affect our ability to claim additional damages. Payment of a contractual penalty shall be credited against any claim for damages, and the contractual shall be considered the minimum damage.

§ 18 Availability of the Platform

We endeavor to offer unrestricted availability of the Platform within the scope of what is technically feasible and economically reasonable. However, we do not provide any guarantee or warranty of availability. In particular, the Platform may be temporarily unavailable due to maintenance work, for security, capacity or technical reasons, or due to events beyond our control.

§ 19 Requirement for the written form

Unless otherwise expressly stipulated in these GTC, all declarations which are made in connection with this contract must be submitted in writing (Schriftform, within the meaning of Section 126 German Civil Code) or by email. Our email address is farms@klim.eco. Our postal address is Rosenthaler Straße 13, 10119 Berlin. We reserve the right to make changes to the contact details. We will advise the User of any such changes.

§ 20 Severability clause

Should a provision of these GTC be or become invalid, the legal validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision which comes as close as possible to the parties’ intended economic result shall be deemed as agreed.

§ 21 Applicable law

These GTC are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sales of Goods (CISG).

§ 22 Court of jurisdiction

The exclusive place of jurisdiction for all disputes arising from these GTC is our registered office in Berlin, to the extent that such a jurisdiction agreement is permissible.

Date: April 2025

GTC

General Terms and Conditions (GTC) of the Klim Platform2025