Terms and Conditions

TERMS AND CONDITIONS OF VOLUNTARY BIODIVERSITY CREDITS FOR BIODIVERSITY MANAGEMENT

Last Update: July 30, 2024

1. TERRASOS

TERRASOS S.A.S. is a company incorporated under the laws of the Republic of Colombia, identified with NIT. 900.582.496 - 0, with Commercial Registry No. 02284027 of the Cámara de Comercio de Bogotá, and located in the city of Bogotá, at Carrera 13 #90-20 OF. 503, which is engaged in professional, scientific and technical activities under ISIC code 7490, including the structuring, registration and operation of environmental conservation projects such as habitat banks (hereinafter "TERRASOS").

The services offered by TERRASOS through the website actua.TERRASOS.co and its mobile applications (hereinafter referred to as the "Site"), consist of the marketing of credits / voluntary biodiversity units as managers in the Colombian territory (hereinafter referred to as the "Services"). Through the Site, Users may: (i) learn about the Projects; (ii) purchase the Services; (iii) receive the electronic invoice and certification for the purchase of the Services.

2. Habitat Banks.

Habitat banks are recognized by Resolution 1051 of 2017 as “private or public areas managed for their high natural resource value. In return for the protection, management and permanent monitoring of the area, the person in charge of the habitat bank may enter into agreements with third party holders of environmental obligations to meet their legal requirements and compensate for the environmental impact of development projects ”. In this sense, these are areas where compensation requirements are added and actions to conserve, improve or restore ecosystems are implemented to compensate for negative impacts on biodiversity. Each Habitat Bank, duly registered with the Directorate of Forests, Biodiversity and Ecosystem Services of the Ministry of Environment and Sustainable Development, has established a set of voluntary biodiversity credits / certificates available for sale, based on the quantification and release of credits established in the Protocol for the Issuance of Voluntary Biodiversity Credits developed by TERRASOS and supported by P4F. The inventory of these credits will be managed on a registration platform (https://biotrust.azurewebsites.net), which guarantees transparency and ensures that there is no double counting of credits / voluntary biodiversity unit. This available stock will be visible on the internal page of each project in the e-commerce.

3. Credits / Biodiversity Units.

Biodiversity credits / units are positive and permanent contributions to biodiversity that are 100% traceable and verifiable. Under no circumstances does the purchase of a Biodiversity Credit / Unit grant any kind of license, right, expectation or transfer of ownership over the property / habitat bank where the conservation activities are carried out. The Biodiversity Credit / Unit is simply the materialization of a contribution to the conservation of the biodiversity of a highly degraded area. In this sense, these Terms and Conditions do not regulate the sale of movable and immovable property, but the execution of service contracts under which the biodiversity in the Habitat Bank will be managed for each Credit / Biodiversity Unit for the duration of the respective Habitat Bank, according to the operational plan and public information reported to the Directorate of Forests, Biodiversity and Ecosystem Services of the Ministry of the Environment and Sustainable Development.

The conclusion of contracts for the provision of biodiversity management services through a voluntary credit/biodiversity unit is equivalent to the implementation of biodiversity management, which implies the conservation of an area of approximately 10 m2 within one of the Habitat Banks managed by TERRASOS in Colombia, and periodic monitoring during the 30 years following the implementation of each Habitat Bank, counted from the date of registration of each Habitat Bank with the Directorate of Forests, Biodiversity and Ecosystem Services of the Ministry of Environment and Sustainable Development. These activities result from a technical study that defines them as those necessary for the conservation and restoration of each ecosystem, according to the specific operational plan of each Habitat Bank. The activities include, but are not limited to, the following, as defined in each specific case by the operational plan resulting from the baseline and indicators reported to the Directorate of Forests, Biodiversity and Ecosystem Services of the Ministry of the Environment and Sustainable Development:

• The fencing of the areas designated for the habitat bank will depend on the topography of each habitat bank as well as the geographic features of the habitat bank.

• Establish fire breaks, subject to each habitat bank's operational plan, in the areas identified in that operational plan.

• Plant nursery facilities that are necessary for the growth of seedlings needed for restoration, subject to the indications of the operational plan of each habitat bank.

• Staff training and skill development for those overseeing habitat bank management and plant material production, in accordance with each habitat bank's specific operational plan.

• Seed procurement process (including seed selection, pre-germination treatments, compost chamber preparation, substrate preparation, bagging, transplanting, fencing, phytosanitary control, and weeding) according to each habitat bank's operational plan and seed availability based on applicable environmental regulations.

• Planting of species to begin ecological restoration in the appropriate areas, as specified in each habitat bank’s operational plan.

• Care and maintenance of planted plant material. Plant material will be replaced as needed according to the operational plan for each habitat bank.

• Installation of camera traps for wildlife monitoring and tracking.

• Follow-up and monitoring activities.

These Terms and Conditions apply solely and exclusively to voluntary Biodiversity Credits; therefore, electronic transactions involving Biodiversity Credits cannot be used to comply with environmental compensation obligations, mandatory investments of at least 1%, obligations arising from Law 2173 of 2021, or any other legal obligation, duty, levy, tax or contribution. For biodiversity credits required for these purposes, please contact [email protected] to establish a specific service agreement for this purpose through the Site.

4. Terms and Conditions for the Commercialization of Biodiversity Credits/Units

These terms and conditions (hereinafter referred to as the "Terms and Conditions") describe the services and regulate the relationship between TERRASOS and the natural or legal persons who acquire them (hereinafter referred to as the "User" or "Users"). Users are obliged to comply with the Terms and Conditions from the moment they register on the website.

4.1. Legal Capacity

The Services may be used by individuals of legal age and legal capacity, acting on their own behalf or on behalf of a legal entity. In any case, TERRASOS will assume in good faith that it is contracting directly with the User or its duly authorized legal representative to obtain the Services; therefore, TERRASOS will not assume any responsibility in the event of fraud, identity theft or similar situations.

In the event that multiple profiles associated with the same individual or entity are identified, TERRASOS may block such users and add them or their personal information to restricted lists on the Site.

4.2. Registration

Users can browse the website and learn about the credits offered by TERRASOS without registering and free of charge; however, users who wish to access the services must fill in the required information. The User is solely responsible for the accuracy of the data registered; however, TERRASOS reserves the right to verify the information provided in order to confirm the identity of the User. In the event of inconsistencies or omissions in the information provided, TERRASOS may cancel the registration, without any obligation on the part of TERRASOS to refund any sums paid.

4.3. Voluntary Biodiversity Credits / Units

Should the user wish to enter into a service agreement for biodiversity management under a voluntary biodiversity credit/unit, they may make the payment via the platform provided by the site. Please note that the service contract associated with the management of biodiversity for each biodiversity credit/unit will only be finalized once the payment platform or financial institution has approved the transaction. The user may cancel the legal transaction at any time prior to making the payment.

The user guarantees that the information provided in their application or customer due diligence is true, accurate, complete, and precise. In the event that the payment is rejected by the payment platform or financial institution, or if the acquisition of the services is deemed a suspicious operation under SAGRILAFT or fraud, TERRASOS will have no obligation to accept the execution of the legal transaction.

TERRASOS reserves the right to verify any electronic transaction at any time, in advance, or to reject it for the reasons stated.

Upon completion of the service, the user will receive a confirmation email to the registered address. Two business days later, they will receive a certificate supporting the electronic transaction, specifying:

• Contributor's name and identity document

• Amount of credits corresponding to the contribution

• Serial blockchain record of the electronic transaction

• Date and place of certificate issuance

If TERRASOS does not confirm the electronic transaction and does not send the corresponding certificate within one working day after the electronic transaction has been made, it will be considered rejected.

The certificate issued, representing the electronic transaction of the relevant biodiversity management services contract for biodiversity credits, is non-transferable and cannot be assigned under any circumstances.

4.4. Payment Methods

In order to obtain the Credits / Biodiversity Units derived from the Service Contracts linked to the Credits / Biodiversity Units, the payment options indicated on the Site are available. TERRASOS reserves the right to request additional information or verification of personal data.

Payment may be made by any of the methods available on the Website. TERRASOS reserves the right to change, modify, add or remove any of the payment methods by publishing the update on the website and notifying registered users by email.

Within 24 hours of the electronic transaction, the user will receive a confirmation of receipt of his electronic transaction order, with information on the services purchased related to the biodiversity management of the respective biodiversity credits contracted.

Once the payment has been made, the User may request the reversal of the payment and exercise the right of withdrawal under the conditions described in sections 4.6 and 4.7 of these Terms and Conditions.

4.5. Billing

The invoice will be sent electronically by email once payment has been processed.

4.6. Payment Refund

TERRASOS will refund the payment requested by the User if it is the object of fraud or corresponds to an unsolicited transaction, or if the service purchased is not received, or if the service delivered does not correspond to that requested or is defective.

In order to proceed with the reversal of the payment, the User must lodge a complaint with TERRASOS within 5 working days of becoming aware of the fraudulent or unwanted transaction and notify the issuer of the electronic payment instrument used to purchase the Services of the claim, who will proceed with the reversal of the transaction to the User, together with the other parties involved in the payment process.

4.7. Right of Withdrawal

The User will be able to exercise the right of withdrawal within 5 working days after the acceptance of the service. If the withdrawal is communicated to TERRASOS the same day the electronic transaction has been made, within working hours, by any of the communication channels, TERRASOS will collaborate with the management of the money refund, which will have a period of 7 to 10 working days to be delivered to the customer with the full amount of the service.

The User should communicate by one of the following methods within the indicated period to the following e-mail address: [email protected].

4.8. Source of Funds Declaration

Users who acquire the services declare under penalty of perjury that the funds used in the electronic transfer come from their own resources, legal activities and are related to the normal development of their activities and, therefore, do not come from any of the illicit activities contemplated in the Colombian Penal Code or in any regulation that replaces, adds to or modifies it.

They also declare that they are aware of and comply with the regulations on the prevention and control of money laundering and the financing of terrorism (AML/CFT) (if applicable).

4.9. Limited Liability

TERRASOS shall not be liable for erroneous or incomplete orders, instructions and/or payments caused by the User's failure to enter the relevant information.

4.10. Transfer

Biodiversity Units are not transferable or assignable.

5. Terms and Conditions of Use of the Site

5.1. Intellectual Property

Suggested wording for clarity: This website is the property of Terrasos and its affiliates and subsidiaries, which own all intellectual property rights or are authorized to do so by third parties. This includes, but is not limited to, the Site's content, services, products, trademarks, trade names, logos, designs, images, slogans, copyrights, domains, computer programs, codes, designs, software, databases, information, technology, patents, utility models, industrial designs and trade secrets. All of these elements are protected by national laws.

It is strictly prohibited to copy, reproduce, modify, edit, download, denature, transmit or distribute in any way, in whole or in part, any component of the Website without the express consent of Terrasos. It is also prohibited to use the products or services for illegal purposes, to reverse engineer or create derivative works, or to use search or data mining tools to reuse or create your own databases containing any or all of the content of the Site without the express permission of Terrasos.

The improper use of the website, as well as any activity contrary to current regulations that may cause confusion, damage or harm to Terrasos or its affiliated companies, is prohibited.

You are also prohibited from using the Site to post or transmit any User Generated Content that infringes the intellectual property rights of Terrasos or any third party or that is threatening, false, misleading, subversive, defamatory, invasive of privacy, obscene, pornographic, abusive, discriminatory or illegal.

Terrasos reserves the right to deny access to the Website at any time, at its sole discretion, if it believes that the User's use violates these Terms and Conditions or applicable law.

Terrasos reserves the right to take legal action in any jurisdiction against any violation of its intellectual property rights.

5.2. Nature of Information

The Site and Content are provided "as is" and free of charge without any warranty of any kind with respect to the various voluntary schemes for the conclusion of contracts for the provision of biodiversity management services related to and associated with biodiversity credits / certificates or the content offered in relation to Habitat Banks. Such information is published on the Site for information purposes only and does not constitute advice.

TERRASOS does not represent or warrant that the information and/or services contained on the Site are accurate, complete or current, or that the Site or the server that makes the Site available are free of viruses or other harmful components. In addition, TERRASOS does not provide any specific technology or connectivity infrastructure. Therefore, TERRASOS does not represent or warrant that the Site will be uninterrupted or error-free.

5.3. External Links

TERRASOS assumes no responsibility for access to third party websites from the Site. TERRASOS has no control over the content of these sites, which are independent from it. The presence of a link between the Site and another website does not imply that TERRASOS endorses the content of that website or the use that may be made of it.

In addition, the User is responsible for taking the necessary precautions to avoid any infection of the Site, in particular by viruses, Trojans or other types of malware.

TERRASOS is not responsible for the availability of these sites and does not analyze, review or endorse them. It also assumes no responsibility for the content, advertising, products or other items available through these sites.

5.4. Personal Information and Privacy

The personal information that TERRASOS collects and uses will be handled in the manner described in the Website Privacy Policy.

5.5. Limitation of Liability

The User uses the Site at its own risk. TERRASOS shall not be liable for any damages, costs, expenses, losses, expenses, damages, loss of information or utilities, or the presence of viruses, resulting from the use or inability to use the Site, even if the User has been advised of the possibility of such damages, or for claims by third parties.

TERRASOS is not responsible for any inability or difficulty to use the Website or any of its pages, including, but not limited to, server problems, interrupted connections or technical difficulties. In the event that the use of the material contained in the website requires the servicing, repair or correction of equipment or information, the user will be responsible for all related costs.

5.6. Applicable Regulations

Any claim related to the use of the Website and its contents shall be governed by and construed in accordance with the laws of the Republic of Colombia.

The user understands and accepts that in case of violation of these terms and conditions, he/she will be liable for any damage caused to TERRASOS, other users or third parties linked to TERRASOS or the website.

5.7. Requests, Complaints, and Claims

The User may address any request, complaint or claim to TERRASOS through our e-mail address [email protected], or through our website in the Contact Us section.

5.8. Changes to the Terms

TERRASOS reserves the right, at any time, to change, modify, add, or remove portions of these Terms and Conditions. Please check these terms periodically for such changes. Your continued use of the Site following the posting of changes to these Terms and Conditions will mean that you accept those changes.