Validity as of January 2017.
1.1. These general terms and conditions (T&C’s) are applicable to all sponsorships and donations to WeForest VZW, unless stipulated differently and explicitly in a contract.
1.2. Both the sponsor or donor upon receipt of acknowledgement of a written offer, accepts to abide by these general terms and conditions, unless agreed upon otherwise in the specific agreement. Should any specific clause included in these T&C’s be found to be invalid or non applicable, the remaining terms do remain in full force and effect.
2.1. Sponsorship is subject to VAT and can according to Belgian VAT rules, be communicated publicly by WeForest. A sponsoring agreement is defined as a bilateral agreement between a sponsor and WeForest based on mutual obligations. The sponsor will pay a determined contribution in money to WeForest in order to realize a determined reforestation project (‘the Project’).
2.2. Donations are not subject to VAT and cannot under Belgian law be communicated publicly by WeForest. Donations are defined as unilateral and unconditional philanthropic contributions to WeForest which can in many countries be tax deductible through the TGE network according specific conditions as stated in these T&C’s. (See http://www.weforest.org/page/donations).
2.3. ‘Partner’ refers to either donor or sponsor.
2.4. ‘Project’ refers to the WeForest restoration site financially supported by the donor or sponsor.
2.5. Large partner: refers here to sponsors and donors contributing to planting over 100,000 trees with WeForest over a period of 18 months.
3. OBLIGATIONS OF THE PARTIES
3.1. Communication about the partnership
3.1.1. WeForest will provide partners with marketing and communication material, who are then entitled to communicate about their contribution to WeForest respecting the conditions set out in these general T&C’s.
3.1.2. Partners communicate accurately about WeForest and the Project both internally and externally without harming the good reputation of WeForest. They may communicate on the number of trees or hectares planted or restored publicly only after confirmation of receipt of the payment and confirmation of the (consecutive) order(s) for planting by WeForest in writing. Depending on the project size and planting seasons, trees may not be ordered immediately and/or all at once. Communication on carbon neutrality is possible solely upon WeForest’s prior approval. These claims require a special review (it is not accurate to claim carbon neutrality at the moment of planting a tree).
3.1.3. Partners may communicate during a period of 10 years after the last sponsorship or donation, making worldwide use for communication purposes only, clearly mentioning the nature of its relationship with WeForest on its website or communication material. This communication cannot suffer any alteration or editing in any way whatsoever except for the size, any creation (e.g. names, logos, videos, brochures, project content and photos) of which the intellectual property (e.g. copyrights, trademarks, registered design, databases, software protection or other intellectual property rights) is exclusively and explicitly owned by WeForest (e.g. when mentioned on the creation: “© WeForest”). This right of use cannot be transferred or assigned by the sponsor or donor without the prior written consent of WeForest.
3.1.4. A partner is not entitled to communicate about another WeForest partner, even if that partner is mentioned on the WeForest website or on social media.
3.1.5. The sponsor grants WeForest the right to use its logo and name on its website or other communication material for referring to its sponsorship, worldwide and during the entire term of the intellectual property rights. The only modifications that are allowed are the ones regarding size of name and logo. The sponsor warrants that its name or logo do not infringe any third party’s intellectual property right and will fully indemnify compensate WeForest for any such claim or damage in this respect.
3.1.6. The donor grants WeForest the right to use its logo and name on its website, as authorised under the Belgian VAT rules. The donor warrants that its name or logo do not infringe any third party’s intellectual property right and will fully indemnify compensate WeForest for any such claim or damage in this respect.
3.1.7. WeForest reserves the right to request a specific sponsor or donor at any time and unilaterally to modify or remove the mention of the WeForest name, logo or project information.
3.2. WeForest rights and obligations
3.2.1. Reporting: WeForest produces 1 complete standard progress report and map every year on the active projects, which inform the sponsors on the project development and results achieved. For large partners, the report and map are customized. The reporting obligation ends 1,5 years after the last payment by the partner. Regular project news and updates are shared with all contributors through webfeeds.
3.2.2. Web: all companies contributing to WeForest will have their logo featured on the WeForest website. Legally, only sponsors may have their number of trees and details about their tree campaigns featured on the WeForest website. WeForest can unilaterally decide to remove a company logo or campaign with prior notice.
4.1.1. All payments made to WeForest are non-refundable and sponsorships are subject to VAT under Belgian VAT rules. WeForest cannot be held liable for determining VAT rules outside of Belgium. Verification of the latter and payment of VAT outside Belgium will be the sole responsibility of the sponsor. Except in case of a different payment schedule agreed upon in the sponsorship agreements, the full amount of the sponsoring contribution is payable within 30 days after the date on which the invoice is sent by WeForest.
4.1.2. In case of late payments, in full or according to the payment schedule, an interest of 8% can be claimed by WeForest as well as an indemnification of 10% of the outstanding amount due. WeForest has the right to cease performing its own obligations as long as the amount due is not paid. In case of a payments schedule, all remaining amounts will be immediately collectable and payable in full.
4.1.3. The trees are not owned by the sponsor, nor by WeForest. Ownership of the trees belongs to the local owner of the land, or as defined in the legislation of the countries where WeForest operates.
4.2.1. All donations made to WeForest are non-refundable and not subject to VAT. These are assumed being given unconditionally to WeForest as the only beneficiary, who will use the donations to realize its purpose and decide autonomously for which specific project the donation will be used. Donations made upon condition of use for a specific project or purpose can only be made if these specific conditions or purposes are clearly stated in advance in writing by the donor and are accepted in writing by a duly authorized representative of WeForest.
4.2.2. All unconditional donations are considered being accepted by WeForest if no refusal is communicated by WeForest within 30 days of the receipt of the funds on the accounts of WeForest and upon the conditions stated below.
4.2.3. Donations will only be tax deductible in specific countries as specified on the list and according to the procedures available on the “donate page” of the WeForest web site. WeForest reserves the right to control the allocation of donations to each project site and to redirect contributions to a different project site when appropriate. The donor will be informed in a timely manner.
5. NON EXCLUSIVITY
WeForest reserves the right to accept sponsoring from any company unless stipulated otherwise in a contract with a sponsor.
6.1. Neither Party shall be held liable for any loss or damage resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate according to the present terms and conditions by the other Party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire or other casualty, act of God, epidemic (including for the avoidance of doubt, pandemic influenza attack), strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority, etc.
6.2. In no event, shall either Party be responsible for consequential, incidental, punitive or exemplary damages or any liability for loss of revenue, loss of profit, loss of product, loss of replacement power or business interruption, loss of business opportunity, of any nature under any legal theory, howsoever caused, including negligence, gross negligence, and strict liability.
6.3. WeForest shall not be liable for any claim issuing from any infringement on third party’s intellectual property rights or for any invalidity claim regarding the intellectual property of any creation. The creations mentioned in clause 2.2.1 above are exposed “as is”. The entire risk as to the use, quality, and performance or non-infringement of third party rights of these creations, if any, lies solely with the sponsor.
6.4. Notwithstanding any provision to the contrary, WeForest’s aggregate liability, either contractual or in tort, for all losses, damages, costs, and expenses, including attorney’s fees, arising under or related to the agreement with the sponsor, shall not exceed the amount insured by its general and/or professional indemnity insurance, being 500.000 euro.
In case coverage would for any particular reason be excluded or limited to a lower amount, including non-covered cases of gross negligence or gross negligence or intentional misconduct by its employees, agents or subcontractors, WeForest’s aggregate liability shall not exceed a) the amount actually insured or b) the amount paid by the sponsor to WeForest for the specific services which gave rise to the applicable claim, demand or action, whichever amount is the higher.
6.5. Nothing in these terms and conditions shall have the effect of limiting or excluding any liabilities in any way that is not permitted under applicable law.
7. APPLICABLE LAW
In the absence of a different agreement, any dispute shall be governed by, and construed in accordance with, the laws of Belgium. Any dispute arising out of or in connection with the present T&C’s shall be under the exclusive jurisdiction of the courts of Brussels.
9. SITE VISIT
Visits to WeForest project sites can be arranged for large partners at the partners’s own cost and responsibility. Any partner’s visit to project sites requires previous communication and agreement with WeForest.
Notifications to WeForest regarding this Agreement, should be sent to firstname.lastname@example.org, and addressed to the WeForest CEO:
B-3090 Overijse, Belgium.