General terms and conditions for biodiversity partners

Version: 11 August 2026 KURBI BV: Waversesteenweg 134/A, 3360 Bierbeek, company number/VAT BE 0763.543.121, Companies Court of Leuven E-mail: info@billiet-co.be Bank account: ING — IBAN BE03 3632 0881 6384

Article 1. Scope of application

1.1. These general terms and conditions apply to every quotation, order, subscription, partner agreement and other legal relationship between KURBI BV, hereinafter “KURBI”, and any natural or legal person acting for purposes relating to its trade, business or profession, hereinafter the “Partner”.

1.2. KURBI's services are exclusively aimed at undertakings and professional organisations. By subscribing to a project, the Partner declares that it is not acting as a consumer.

1.3. Deviations from these general terms and conditions are only valid where expressly accepted by KURBI in writing.

1.4. The general or specific terms and conditions of the Partner shall not apply, save where expressly accepted in writing by KURBI.

1.5. In the event of any contradiction, the following order of precedence applies:

1. the individually signed partner agreement or project confirmation;

2. the quotation or order confirmation of KURBI;

3. these general terms and conditions;

4. the information on KURBI's website.

Article 2. Definitions

For the purposes of these terms and conditions, the following definitions apply:

Biodiversity Project: a project organised by KURBI, such as, among others, a wildflower meadow, nesting boxes, an insect hotel, a bird-of-prey perch, a nature pond, rewilded nature corners, bird feeding stations, bee colonies, nature grazing, Indian Runner ducks, or a project relating to Belgian living heritage.

Contribution: the remuneration payable by the Partner for participation in a Biodiversity Project.

Project Start: the date on which KURBI notifies the Partner that the subscribed Biodiversity Project has actually become operational.

Project Period: the agreed period during which the Biodiversity Project is carried out or maintained, in principle one year from the Project Start.

Project Documentation: the information provided by KURBI, such as descriptions, photographs, confirmations, location information, reporting or other documents relating to the relevant project.

Subscription: the Partner's request to participate in a specific Biodiversity Project.

Article 3. Nature of the services

3.1. KURBI organises and coordinates local biodiversity projects with the assistance of farmers, landowners, animal keepers, contractors, beekeepers, suppliers and other implementation partners.

3.2. Through its Contribution, the Partner finances a defined project or part thereof. The Partner does not purchase any land, animal, material, installation, biodiversity outcome, emission right, natural value, environmental credit or right in rem.

3.3. The Subscription does not grant the Partner any right of ownership, right of use, tenancy right, lease right, exclusivity right or other personal or property right in or to:

• the land concerned;

• the installations placed;

• the animals kept;

• the vegetation established;

• the photographs or measurement data;

• or the natural outcomes of the project.

3.4. Save where expressly agreed otherwise, KURBI is free to work with several Partners within the same location or project.

3.5. The Partner acknowledges that biodiversity depends on natural processes and that KURBI does not guarantee any specific ecological outcome or the presence of a specific animal or plant species.

Article 4. Quotations and information

4.1. Quotations from KURBI are without obligation, unless they expressly state a validity period or binding nature.

4.2. Descriptions, images, quantities, surface areas, locations, illustrations, technical data and expected outcomes on the website, in brochures or in quotations are indicative, unless expressly designated as binding.

4.3. Manifest material errors, calculation errors, pricing errors or clerical errors shall not bind KURBI.

4.4. Information regarding biodiversity, ESG, VCDO, taxation or sustainability reporting is provided for general and informational purposes only. It does not constitute legal, tax, accounting, scientific or other professional advice to the Partner.

Article 5. Formation of the agreement

5.1. An online form, order or Subscription constitutes a request by the Partner and not automatic acceptance by KURBI.

5.2. The agreement is only formed when KURBI confirms the Subscription in writing or when the Partner is provided with an invoice or a signed partner agreement.

5.3. KURBI may refuse a Subscription where, among other things:

• the maximum project capacity has been reached;

• insufficient suitable locations are available;

• the required minimum number of Subscriptions is not reached;

• implementation is not ecologically, technically, financially or legally justified;

• necessary permits, consents or partnerships are lacking;

• the Partner poses a reputational or integrity risk to KURBI;

• the communication desired by the Partner is incompatible with KURBI's policy;

• or there is reasonable doubt as to the Partner's creditworthiness.

5.4. KURBI is not obliged to give detailed reasons for a refusal, except where mandatory law provides otherwise.

Article 6. Projects with a minimum number of Subscriptions

6.1. Certain Biodiversity Projects can only commence once a predetermined minimum number of Subscriptions or a minimum level of financing has been reached.

6.2. The minimum required may differ per project and may depend on, among other things:

• fixed set-up costs;

• the location available;

• the infrastructure required;

• the number of animals;

• the scope of the works;

• maintenance;

• and the availability of implementation partners.

6.3. The Partner's Subscription does not constitute a guarantee that the project will start immediately or on a predetermined date.

6.4. KURBI shall inform the Partner as soon as:

• the required minimum has been reached;

• an indicative Project Start can be determined;

• the Project Start is postponed;

• or the project cannot be carried out in the form originally envisaged.

6.5. If the project cannot be started within twelve months of payment, KURBI may, at its own discretion:

• propose an equivalent alternative project;

• allocate the Contribution to another project, subject to the Partner's consent;

• provisionally extend the Subscription;

• or refund the Contribution paid.

6.6. A refund pursuant to this article shall be made without interest, damages or any additional compensation.

Article 7. Limited availability

7.1. Some projects are only available in limited numbers due to surface area, ecological carrying capacity, animal welfare requirements, permits, practical feasibility or the availability of local implementation partners.

7.2. KURBI may determine a maximum number of Partners or projects per category, location or Project Period.

7.3. If the available capacity has been reached, KURBI may:

• refuse the Subscription;

• place the Partner on a waiting list;

• propose an alternative;

• or postpone implementation until a subsequent project round.

7.4. An earlier request does not confer any definitive right of priority for as long as KURBI has not accepted the Subscription in writing and the Contribution due has not been paid in full.

Article 8. Prices and taxes

8.1. Unless stated otherwise, the standard contributions currently amount to €1,000 exclusive of VAT per Biodiversity Project and per Project Period.

8.2. All prices are exclusive of VAT, levies, taxes, transport, permit or other ancillary costs, unless expressly stated otherwise.

8.3. KURBI may adjust its prices for future Subscriptions or renewals on the basis of, among other things, rising material, labour, transport, energy, feed, maintenance or insurance costs.

8.4. A price change shall not affect a Project Period that has already been paid in full and confirmed by KURBI, save for a written amendment to the assignment agreed between the parties.

8.5. KURBI provides no guarantee regarding tax deductibility, accounting treatment or VAT treatment for the Partner. The Partner must consult its own advisers in this respect.

Article 9. Invoicing and payment

9.1. Invoices are payable within fourteen calendar days of the invoice date, unless a different term has been agreed in writing.

9.2. The full Contribution is due before the Project Start, unless KURBI agrees in writing to a different payment arrangement.

9.3. Objections to an invoice must be communicated in writing, with reasons, within eight calendar days of receipt. The undisputed part shall in any event remain immediately due and payable.

9.4. In the event of late payment, statutory interest for late payment in commercial transactions shall become due automatically and without prior notice of default, increased by the statutory fixed compensation for recovery costs and all reasonable additional recovery costs.

9.5. Non-payment of one overdue invoice shall render all other outstanding amounts immediately due and payable.

9.6. In the event of late payment, KURBI may suspend performance, communication, reporting, access to a location and mention of the Partner without thereby becoming liable for damages.

9.7. Payments shall first be allocated to costs, then to interest and finally to the oldest principal amount.

Article 10. Commencement and duration of the Project Period

10.1. The Project Period does not commence on the date of order, invoicing or payment.

10.2. The Project Period commences solely on the Project Start notified by KURBI to the Partner in writing.

10.3. The Partner is entitled to the agreed Project Period from the Project Start.

10.4. For projects consisting mainly of a single production or installation event, such as an insect hotel, nesting boxes or a bird-of-prey perch, the agreement may provide that:

• the main performance consists of production and installation;

• and any follow-up or maintenance takes place during a separately defined period.

10.5. Natural, administrative, meteorological, seasonal or operational circumstances may affect timing without this automatically constituting a failure on the part of KURBI.

Article 11. Renewal

11.1. The agreement terminates at the end of the Project Period, unless the parties agree a renewal in writing.

11.2. KURBI may send the Partner a renewal proposal before the end of the Project Period.

11.3. A renewal may be subject to:

• adjusted prices;

• amended project terms;

• availability;

• a new minimum number of participants;

• or a different location or method of implementation.

11.4. The Partner has no vested right to renewal of the same project or the same location.

Article 12. Implementation and choice of implementation partners

12.1. KURBI determines how, where, when and by whom a project is carried out, having regard to the essential purpose of the project as agreed.

12.2. KURBI may engage farmers, landowners, contractors, producers, beekeepers, animal keepers and other independent partners for implementation.

12.3. KURBI may adjust an implementation partner, location, material, plant mixture, animal species, quantity, structure or technical method of implementation where reasonably necessary due to:

• availability;

• safety;

• animal welfare;

• ecological suitability;

• disease or mortality;

• weather conditions;

• site conditions;

• legislation or permits;

• expert recommendations;

• or circumstances beyond KURBI's reasonable control.

12.4. Such an adjustment does not give rise to any right to compensation where the essential purpose and economic value of the project are reasonably preserved.

Article 13. Amendment, replacement and relocation of projects

13.1. KURBI may adjust, relocate, replace, temporarily suspend or terminate a project in whole or in part where continuation in the original manner becomes impossible, unsafe, disproportionately costly, ecologically unjustifiable or legally problematic.

13.2. KURBI may act in this manner in the case of, among other things:

• loss of the location;

• termination of cooperation with a landowner or farmer;

• drought, flooding, storm or frost;

• failed sowing;

• disease, mortality or animal welfare issues;

• vandalism, theft or damage;

• amended permits or government measures;

• invasive species;

• or new scientific insights.

13.3. Where applicable, KURBI shall use reasonable efforts to pursue:

• restoration;

• re-implementation;

• replacement;

• relocation;

• extension;

• or allocation to an equivalent project.

13.4. A refund is only due where KURBI is unable to provide any project performance or a reasonable alternative during a substantial part of the Project Period.

Article 14. Natural and ecological uncertainty

14.1. The Partner acknowledges that natural processes are not fully controllable or predictable.

14.2. KURBI does not guarantee:

• that a wildflower meadow will achieve a particular flowering density;

• that nesting boxes or insect hotels will be occupied;

• that a particular bird, bee, insect, plant or amphibian species will appear;

• that a nature pond will contain water permanently;

• that bird-of-prey perches will actually be used;

• that pest species will demonstrably decrease;

• that animals will remain individually the same throughout the entire period;

• or that a measurable net increase in biodiversity can be demonstrated.

14.3. The absence of an expected natural outcome does not in itself constitute a breach of contract where KURBI has carried out the project with due care and in accordance with the agreed approach.

Article 15. Reporting and documentation

15.1. The scope and frequency of the Project Documentation are determined in the quotation, project confirmation or project description.

15.2. Unless otherwise agreed, the Partner is not entitled to:

• scientific impact measurements;

• independent verification;

• biodiversity credits;

• auditor's certificates;

• CSRD or ESRS conformity statements;

• permanent camera surveillance;

• or exclusive reporting.

15.3. KURBI may combine reporting for several Partners supporting the same project.

15.4. Photographs, observations and figures are snapshots in time and offer no guarantee as to future outcomes.

15.5. Project Documentation may only be used by the Partner within the limits set out in Article 17.

Article 16. Visits to project locations

16.1. Visits to a project location are only possible where KURBI expressly permits this.

16.2. The Partner and its guests must:

• comply with the instructions of KURBI and the site manager;

• refrain from disturbing farming activities and animals;

• remain on permitted paths;

• respect safety regulations;

• and refrain from touching or removing any plants, animals, materials or installations.

16.3. KURBI may refuse or restrict access for reasons of safety, privacy, animal welfare, farming activities, weather conditions, nature management or other reasonable grounds.

16.4. Visits take place at the visitor's own risk, save for liability that cannot legally be excluded.

16.5. Group visits, events, professional filming and customer activities require a prior separate arrangement and may be charged for separately.

Article 17. Communication, ESG claims and use of documentation

17.1. The Partner may communicate that it supports a specific KURBI project, provided that the communication:

• is factually correct;

• is sufficiently specific;

• is not misleading;

• does not go beyond the contribution actually confirmed;

• and does not create the impression that KURBI has verified a general environmental or sustainability status of the Partner.

17.2. Without KURBI's prior written consent, the Partner may not claim or suggest that:

• its activities are climate-neutral, nature-positive or fully sustainable;

• its impact is fully offset;

• a specific endangered species has been saved;

• biodiversity has increased by a particular percentage;

• its participation automatically complies with VCDO, SDG, CSRD, ESRS, EU Taxonomy or other standards;

• KURBI is a certification, verification or auditing body;

• or that there is a tradeable biodiversity or nature credit involved.

17.3. The Partner is solely responsible for all communications it disseminates and for compliance with applicable rules on advertising, sustainability claims and reporting.

17.4. KURBI may require that misleading, incorrect, reputationally damaging or unapproved communication be amended or removed immediately.

17.5. If the Partner fails to comply within the reasonable period imposed, KURBI may:

• suspend the cooperation;

• remove the Partner mention;

• terminate the agreement;

• and claim compensation for the damage thereby caused.

Misleading advertising towards undertakings is prohibited, and the assessment thereof has regard, among other things, to the characteristics of the service, the results to be expected, the price and the terms of delivery.

Article 18. Name, logo and partnership mention

18.1. During the agreement, the Partner grants KURBI a non-exclusive, free-of-charge licence to use its trade name and logo for:

• mention as a Partner;

• the website;

• project documentation;

• information boards;

• presentations;

• social media;

• and other project communication.

18.2. The Partner may indicate in writing at the time of Subscription that it does not wish to be publicly mentioned.

18.3. KURBI may make the use of its own name, logo, photographs, texts and project materials subject to house style and communication rules.

18.4. The Partner does not acquire any exclusivity and may not create the impression that it is the owner, organiser or exclusive funder of KURBI or of a project, unless agreed otherwise in writing.

Article 19. Intellectual property

19.1. All intellectual property rights in the name, trade marks, logos, website, texts, photographs, designs, reports, methodologies, databases, project fact sheets and communication materials of KURBI remain vested in KURBI or its licensors.

19.2. The Partner obtains only a limited, non-exclusive, non-transferable and revocable right of use in respect of communication materials expressly made available.

19.3. It is not permitted to modify, resell, sublicense, use for other projects, or incorporate any material into the Partner's own certification or offsetting product without written consent.

Article 20. Obligations of the Partner

20.1. The Partner shall provide correct and complete information in a timely manner.

20.2. The Partner shall not use the project for illegal, misleading, discriminatory, controversial or reputationally damaging purposes.

20.3. The Partner shall refrain from any act that could harm the operation, independence, reputation, locations, staff or implementation partners of KURBI.

20.4. The Partner shall immediately notify KURBI of:

• incorrect communication;

• complaints or claims regarding the project;

• suspected fraud;

• misuse of material;

• or circumstances that could cause reputational damage.

Article 21. Suspension and termination by KURBI

21.1. KURBI may suspend its performance, in whole or in part, where the Partner:

• fails to pay on time;

• provides incorrect information;

• uses misleading environmental claims;

• unlawfully uses KURBI's logo or material;

• breaches safety or visit rules;

• seriously damages KURBI's reputation;

• or otherwise materially fails to perform.

21.2. Where the failure is remediable, KURBI shall in principle grant a reasonable period for remedy, unless immediate termination is justified.

21.3. KURBI may terminate the agreement immediately in the event of:

• fraud;

• serious reputational damage;

• insolvency or suspension of payments;

• unauthorised use of ESG or offsetting claims;

• repeated breaches of contract;

• or conduct that reasonably renders cooperation impossible.

21.4. In the event of termination due to a breach attributable to the Partner, amounts paid remain vested in KURBI, without prejudice to its right to claim additional damages.

Article 22. Cancellation by the Partner

22.1. An accepted Subscription may not be cancelled free of charge, since KURBI reserves capacity, locations, materials and implementation partners on the basis thereof.

22.2. Cancellation before the Project Start is only possible with KURBI's written consent.

22.3. In the event of an accepted cancellation, KURBI may:

• withhold costs already incurred;

• charge an administrative fee;

• and retain up to thirty per cent of the Contribution as compensation for reservation, administration and lost capacity.

22.4. After the Project Start, the full Contribution is due and no refund shall be made, save in the event of a serious attributable failure on the part of KURBI.

Article 23. Force majeure

23.1. KURBI shall not be liable for any delay or non-performance caused by circumstances beyond its reasonable control, including:

• extreme weather conditions;

• drought, flooding, storm, fire or frost;

• epidemics or animal diseases;

• illness or unavailability of implementation partners;

• strikes;

• shortages of material, animals, seed or feed;

• government measures;

• permits;

• war, terrorism or civil unrest;

• disruption of energy, communication or transport systems;

• vandalism, theft;

• and loss of a project location through no fault of KURBI.

23.2. KURBI's obligations shall be suspended for the duration of the force majeure event.

23.3. In the event of prolonged force majeure, KURBI may amend, relocate, extend or terminate the project.

23.4. In the event of termination due to force majeure, the Partner shall be entitled at most to a refund of the part of the Contribution relating to performance not yet carried out, after deduction of costs already incurred and not recoverable.

Article 24. Liability

24.1. KURBI is only liable for damage that is the direct and proven result of a breach of contract attributable to KURBI.

24.2. Save in the case of intent, gross negligence or liability that cannot legally be excluded, KURBI shall not be liable for:

• indirect or consequential damage;

• loss of turnover or profit;

• loss of customers, reputation or commercial opportunities;

• missed subsidies, accreditations or VCDO outcomes;

• tax or accounting consequences;

• ESG or reporting decisions;

• loss of data;

• or damage caused by natural processes and animal behaviour.

24.3. KURBI's total liability is limited, per claim and per Project Period, to the amount exclusive of VAT paid by the Partner for the project concerned.

24.4. The Partner must notify any claim for damages in writing, with reasons, within thirty calendar days of discovery. Claims shall in any event be time-barred twelve months after the event giving rise to the damage, to the extent permitted by law.

24.5. The Partner shall indemnify KURBI against third-party claims arising from:

• communication or claims made by the Partner;

• unauthorised use of documentation;

• a visit or event organised by the Partner;

• or a failure on the part of the Partner.

Article 25. No guarantee regarding VCDO, ESG or reporting

25.1. Participation may form part of a sustainability policy or VCDO action plan, but KURBI does not guarantee that:

• an action will be accepted by Voka;

• a VCDO certificate will be awarded;

• a particular SDG will be achieved;

• a reporting obligation will be fulfilled;

• or that an accountant, auditor, government body or stakeholder will qualify the contribution in a particular manner.

25.2. The Partner remains solely responsible for its sustainability policy, materiality analysis, reporting and external communication.

Article 26. Confidentiality

26.1. The parties shall treat non-public commercial, technical, financial and operational information as confidential.

26.2. KURBI may use general and anonymised project information for reporting, communication, statistics and further development of the model.

26.3. The confidentiality obligation does not apply to information that:

• is already public;

• was lawfully obtained from a third party;

• was independently developed;

• or must be disclosed by law.

Article 27. Personal data

27.1. KURBI processes personal data in accordance with its privacy statement.

27.2. The Partner warrants that personal data of its contact persons are lawfully provided to KURBI.

27.3. Where, in a separate context, the parties process personal data on each other's behalf, they shall, if necessary, enter into a separate data processing agreement.

Article 28. Assignment and subcontracting

28.1. The Partner may not assign its rights or obligations without KURBI's prior written consent.

28.2. KURBI may assign its agreement or activities to an affiliated company, legal successor or acquirer of its business, provided that the Partner's essential rights are preserved.

28.3. KURBI is free to engage subcontractors and implementation partners.

Article 29. Amendment of the general terms and conditions

29.1. KURBI may amend these general terms and conditions for future Subscriptions and renewals.

29.2. Amendments during an ongoing Project Period shall only apply where:

• they are necessary due to legislation, safety, ecology or project implementation;

• they do not cause any material reduction in the contractual performance;

• and KURBI informs the Partner thereof in good time.

29.3. If an amendment affects the Partner's essential rights, the Partner shall be entitled to terminate the relevant future, not yet performed obligations.

Article 30. Complaints

30.1. Complaints must be notified in writing as soon as possible and at the latest within fourteen calendar days of becoming aware of the relevant fact.

30.2. The complaint shall at least contain:

• the identity of the Partner;

• the project concerned;

• a clear description;

• relevant documents or photographs;

• and the remedy sought.

30.3. A complaint does not suspend payment obligations.

30.4. KURBI shall first be given a reasonable period to investigate and, where appropriate, remedy an alleged failure.

Article 31. Invalidity and waiver

31.1. If any provision is wholly or partly invalid or unenforceable, this shall not affect the validity of the remaining provisions.

31.2. The invalid provision shall be replaced by a valid provision that most closely approximates its economic and legal purpose.

31.3. Failure to exercise a right immediately shall not constitute a waiver of that right.

Article 32. Notices

32.1. Notices may be validly given by e-mail to the addresses provided by the parties at the time of Subscription.

32.2. The Partner must immediately notify any change to its contact and invoicing details.

32.3. Electronic documents and confirmations have the same evidential value as paper documents, save proof to the contrary.

Article 33. Governing law and competent court

33.1. All agreements with KURBI are governed exclusively by Belgian law.

33.2. The parties shall first endeavour to resolve any dispute amicably.

33.3. In the absence of an amicable settlement, only the courts of the judicial district of Leuven have jurisdiction, without prejudice to KURBI's right to bring proceedings before another court having jurisdiction under mandatory law.