The AgriProve Contract - everything your solicitor needs

We look at our Sales License Agreement and Key commercial terms and the most commonly asked questions around signing up for a soil carbon project. Share these with your solicitor to get a head start on your legal review!

 

Who are the primary parties involved in the contract?

  • The primary parties involved in this contract include the landholders and the project proponent, who is responsible for managing the carbon credit project. 

What are the Project Details defined in the contract?

  •  The project is focused on generating carbon credits through the implementation of approved farming practices. The project has a defined duration of 25 years, starting from the commencement of the permanence period. The permanence period starts on the date of the 1st ACCU issuance. 

What is the Carbon Project Licence, and is the License Fee fixed?

  • The carbon project proponent is granted a licence to manage, measure, and sell carbon credits generated from the land under this agreement. The license fee is nominal and may be subject to assignment depending on the involvement of third parties.

Why is a Project Proponent appointed?

  • The project proponent is appointed to manage the carbon credit project, including project registration, soil sampling, compliance, and carbon credit sales. They also report progress to the landholders and any relevant stakeholders.

What services does the project proponent provide under this contract?

  • The project proponent provides services such as soil sampling, carbon modeling, project registration, compliance, and the facilitation of carbon credit sales. These services ensure the project meets all required regulations and standards.

What fee does the project proponent receive for its services?

  • The project proponent is entitled to a portion of the revenue from the sale of carbon credits. Typically, they receive 25% of the net proceeds, while the landholders receive the remaining 75%.

Are there any restrictions on how the land can be used during the project?

  • Yes, the land must remain classified as agricultural land. There are restrictions to ensure compliance with the relevant carbon credit regulations and to maintain the integrity of the project throughout its duration.

What are the landholder's responsibilities in relation to the project?

  • The landholder must maintain the property according to the project’s requirements, grant access to the project proponent for necessary operations, and ensure compliance with health, safety, and environmental standards
  • The landholder must provide all information required to manage the project in a timely manner.

What are the project proponent’s primary responsibilities?

  • The project proponent manages the project, ensures data collection, compliance, and regulatory approvals, and handles the sale of carbon credits. They also take responsibility for ensuring that the project operates smoothly and that all obligations are met.
  • Agriprove is responsible for all monitoring, reporting and verification associated with the project. Additional works and services will only ever be opt-in and is a mechanism to allow payment for products and services outside of this core service (this could be baseline sampling, fencing, seed, IoT devices, training) to be paid through future ACCUs rather than upfront payment. There is no obligation on Operator/Landholder to take up this option.

Will the project proponent purchase the ACCUs generated by the project?

  • Yes, the project proponent will purchase the landholder’s share of carbon credits generated by the project. The contract outlines the specific terms of this arrangement.
  • The KCT is issued via e-signature platform PandaDoc once completed. Landholder/Operator then elect the percentage they want sold under each option (it can be up to 100% in any of the options stated, or a blend if preferred). This relates to the 75% Operator ACCUs and not AgriProve's fee. This is designed to give landholders/operators flexibility in sale options.

Can the contract be assigned or transferred to another party?

  • Yes, the contract allows for assignment or novation to third parties, provided appropriate notice is given and any relevant conditions are met. If ownership of the land changes, the contract terms may apply to the new owner.

What are the conditions under which the contract can be terminated?

  • The contract can be terminated under several circumstances:
    • Default: If a party breaches the agreement and fails to rectify the breach within 30 business days, the non-defaulting party may terminate the contract.
    • Voluntary Termination: Either party may choose to terminate the agreement with written notice.
    • Cessation of the Project: If the project ceases or becomes non-operational, the contract can be terminated, with each party settling financial obligations up to the point of termination.

How does the market adjustment fee work and can it increase?

  • Where this Market Offer Price is less than the AgriProve Fee under this Agreement, the AgriProve Fee will reduced to the Market Offer Price on a pro-rata basis and commencing at the next anniversary of the Start Date.

For example, if in 4 years the standard AgriProve Fee was reduced to 20%, fees would apply at the existing rate of 25% up until the next anniversary of the Start Date, after which the Market Offer Price of 20% would be used for remuneration calculations.


What are Standardised Reviews in the contract?

  • The contract includes provisions for regular reviews to ensure the project’s compliance with carbon credit regulations, health and safety standards, and environmental practices. These reviews help ensure that the project remains on track and meets its objectives.

When is there a requirement to relinquish ACCUs?

  • If the landholder/operator elects to terminate for convenience and there is no reasonable pathway for the project to continue AgriProve is forced to revoke the project. If ACCUs have been issued to the project, AgriProve as proponent is required to relinquish all project ACCUs issued to date, which may mean re-purchasing at market rate. This is a fundamental clause to mitigate AgriProve's regulatory risk associated with the proponency and is not negotiable.

Who owns the data associated with the project?

  • It is essential that AgriProve maintain their licence to raw results. In the scenario where this agreement may be terminated with the current landholder due to property sale and new owner take on the agreement, any prior results may still be required to maintain project compliance, and we will still require the ability to access and use results generated prior to this termination. 

Can I change proponent?

  • Our terms allow for a change of proponent only in the event that AgriProve is deemed to not be performing adequately in its role as service provider. Notice can be given for a change in proponent at each project review date, which is in practice at each 5 year anniversary of the project declaration date.