These General Terms and Conditions of Sale and Service Provision, hereinafter referred to as the “Terms and Conditions”, define the conditions under which AGROFOREST MONITORING AGENCY S.A.C. provides its services to professional clients.
They apply in particular to documentary verification, field verification, supply chain traceability, the collection and structuring of supporting evidence, volume consistency control, quality control, post-import monitoring and related services defined in quotations, commercial proposals, assignment orders or contracts.
The Terms and Conditions are provided or made available to the client before the contract is entered into. Acceptance of a quotation, commercial proposal, assignment order or contract referring to these Terms and Conditions constitutes acceptance thereof by the client.
The specific terms set out in the quotation, commercial proposal, assignment order or contract specify, in particular, the scope, deliverables, price, timeframes and arrangements applicable to each service. In the event of any inconsistency, those specific terms shall prevail over these Terms and Conditions.
Any conflicting or additional terms proposed by the client shall apply only after written acceptance by AGROFOREST MONITORING AGENCY S.A.C..
The services are provided by:
AGROFOREST MONITORING AGENCY S.A.C.
Privately held corporation incorporated under Peruvian law — Sociedad Anónima Cerrada
Trade name: AGROFOREST
RUC: 20613019970
Registered tax address:
Jr. Tacna No. 1265, Res. Oyague
Magdalena del Mar, Lima, Peru
Email address: contact@agroforest.agency
AGROFOREST MONITORING AGENCY S.A.C. is represented by Peter Salamon Jacobi, in his capacity as General Manager and legal representative.
The services provided by AGROFOREST MONITORING AGENCY S.A.C. are intended exclusively for individuals or legal entities acting in the course of their professional activities, including importers, exporters, traders, manufacturers, operators, specialist firms, organisations and institutions.
They are not offered to consumers acting for personal purposes or for purposes outside their professional activities.
The website www.agroforest.agency is a presentation and contact website. It does not allow users to order a service, automatically enter into a contract or make an online payment.
Submitting an enquiry through the contact form, by email or by any other means does not constitute an order, acceptance of an assignment or contractual commitment by AGROFOREST MONITORING AGENCY S.A.C.
Each service is subject to a quotation, commercial proposal, assignment order or contract specifying its particular terms.
Each service must first be covered by a quotation, commercial proposal, assignment order or contract issued by AGROFOREST MONITORING AGENCY S.A.C.
The contract is formed when the client:
– accepts in writing the contractual document submitted to them;
– accepts these Terms and Conditions, to which that document refers;
– and pays the agreed deposit, unless different arrangements are expressly stated.
Acceptance may in particular result from the handwritten or electronic signature of the document, its return by email with an explicit statement of agreement, or the issue of a purchase order incorporating the proposed terms.
AGROFOREST MONITORING AGENCY S.A.C. is required to begin the service only after receipt of the agreed deposit and the minimum information necessary to identify the exporter and the relevant operation. The collection of documents, the organisation of access and communications with supply chain participants form part of the assignment entrusted to AGROFOREST MONITORING AGENCY S.A.C.
Any change to the scope, deliverables, sites concerned, timeframes or financial terms must be agreed in writing between the parties. It may give rise to an additional quotation or a contractual amendment.
AGROFOREST MONITORING AGENCY S.A.C. reserves the right not to accept an assignment where the available information is insufficient, where the conditions necessary for its performance are not met, where a conflict of interest is identified, or where the request appears contrary to the law, the safety of the personnel involved or the company’s principles of independence.
The nature and scope of each assignment are exclusively those described in the quotation, commercial proposal, assignment order or contract accepted by the client.
Depending on the service ordered, the scope may specify in particular:
– the companies, suppliers or supply chain participants concerned;
– the concessions, plots, processing facilities, warehouses or other sites to be examined;
– the products, timber species, volumes, lots, shipments or containers concerned;
– the documents and periods covered by the verification;
– the planned documentary or field checks;
– the deliverables to be provided to the client;
– any additional services, including volume control, quality control or post-import monitoring.
A verification carried out for a specific company, plot, period, shipment, lot or container cannot automatically be extended to other operations not included within the contractual scope.
The findings and conclusions of AGROFOREST MONITORING AGENCY S.A.C. are based on the information available, the documents provided, the checks actually performed and the situation observed on the date of the assignment.
Any additional service made necessary by an extension of the scope, the identification of new supply chain participants, the examination of additional documents, a further field visit or a change to the operation initially presented may be subject to additional charges agreed in advance by the client.
To enable the assignment to be carried out, the client shall provide AGROFOREST MONITORING AGENCY S.A.C. with the identity and contact details of the exporter from whom it intends to purchase, or has ordered, the products concerned.
To the extent that this information is available when the order is placed, the client shall specify the nature of the products and the lot, shipment or container covered by the assignment.
On the basis of this information, AGROFOREST MONITORING AGENCY S.A.C. contacts the exporter directly and, where necessary, the suppliers, holders of forestry rights, carriers, processing facilities, warehouses and other supply chain participants concerned.
AGROFOREST MONITORING AGENCY S.A.C. determines and requests directly from the relevant participants the information and documents required to carry out the checks included within the scope of the assignment.
Such information and documents may include in particular:
– the identification of the companies and supply chain participants;
– the origin of the products and the applicable forestry rights or authorisations;
– harvesting, transport, processing, storage and export operations;
– references relating to the lots, volumes, shipments or containers concerned;
– commercial, administrative, forestry, customs or logistical documents relevant to traceability;
– the authorisations and arrangements required to access the plots, concessions, processing facilities, warehouses or other sites to be verified.
The client is not required to hold or provide itself the traceability documents that are the responsibility of the exporter or other supply chain participants. Nor shall the client be deemed to guarantee the accuracy, completeness or authenticity of information communicated directly to AGROFOREST MONITORING AGENCY S.A.C. by those participants.
The client nevertheless undertakes to provide in good faith the information in its possession concerning the relevant operation and to inform AGROFOREST MONITORING AGENCY S.A.C. of any change, difficulty or anomaly of which it becomes aware during the assignment.
Where the exporter or another supply chain participant refuses to respond, fails to provide the requested documents, provides insufficient information or does not grant the access required for the checks, AGROFOREST MONITORING AGENCY S.A.C. shall inform the client.
In such circumstances, AGROFOREST MONITORING AGENCY S.A.C. may:
– continue the assignment within the limits of the information and evidence actually accessible;
– state in its report which information could not be obtained or verified;
– limit the scope of its findings and conclusions;
– suspend or discontinue the assignment where essential checks cannot be carried out.
Work already completed and costs already incurred shall remain payable. Any additional work or expense made necessary by the resumption of the assignment, a further visit or the late provision of information may be subject to an additional financial proposal requiring the client’s prior approval.
The quotation, commercial proposal, assignment order or contract specifies the costs included in the price of the service.
Depending on the nature and location of the assignment, the price may in particular include or exclude:
– travel by road, river or air;
– accommodation and meal expenses for the personnel involved;
– access fees for plots, concessions, facilities or other sites;
– the services of experts, technicians or local personnel;
– analyses, translations, document reproduction or specific formalities;
– exceptional costs relating to security or unforeseen logistical constraints.
Expenses that could not reasonably have been anticipated when the quotation was prepared shall be incurred on behalf of the client only after the client has been informed and has given prior approval, except in an emergency relating to the safety of the personnel involved or the preservation of ongoing operations.
Where travel, a visit or an intervention must be repeated due to:
– a refusal or inability to provide access;
– the absence of an announced contact person;
– the late provision of documents or information;
– a change to the shipment, lot, container or supply chain;
– or any other circumstance beyond the control of AGROFOREST MONITORING AGENCY S.A.C.,
the corresponding additional costs shall be notified to the client and, where necessary, set out in an additional financial proposal subject to the client’s approval.
Unless specific terms are provided in the quotation, commercial proposal, assignment order or contract, the price shall be paid according to the following schedule:
– 50% upon acceptance of the contractual document, as a deposit;
– 50% before delivery of the final report or deliverables.
The deposit shall be invoiced upon acceptance of the assignment.
AGROFOREST MONITORING AGENCY S.A.C. shall not be required to begin collecting information, making contact, carrying out checks or organising fieldwork until the deposit has been effectively received and the minimum information required to identify the exporter and the relevant operation has been provided.
The invoice for the balance shall be issued before delivery of the final report or deliverables. Unless otherwise agreed in writing, these shall be delivered to the client only after all amounts due have been paid in full.
For certain services, the contractual document may provide for full payment upon order, interim invoicing or a different payment schedule.
Invoices shall be payable by bank transfer, in the currency specified and to the bank details provided by AGROFOREST MONITORING AGENCY S.A.C.
Unless otherwise stated in the quotation or invoice, invoiced amounts shall be payable upon receipt.
Any charges levied by the client’s bank or intermediary banks shall be borne by the client, unless otherwise agreed in writing. The client shall ensure that the transfer instructions specified in the invoicing documents are followed.
Payment shall be deemed to have been made on the date on which the funds are effectively and irrevocably credited to the bank account specified by AGROFOREST MONITORING AGENCY S.A.C.
The client may not unilaterally suspend, reduce or set off any amount due on the grounds of a claim or alleged receivable, unless otherwise agreed in writing between the parties or ordered by a competent court.
Any amount not paid by the due date stated on the invoice shall, from the day following that due date and without any prior reminder or formal notice being required, give rise to late-payment interest.
The interest rate shall be equal to the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points.
The rate applicable during the first half of the year shall be the rate in force on 1 January. The rate applicable during the second half of the year shall be the rate in force on 1 July.
A professional client in arrears shall also automatically be liable for a fixed compensation of EUR 40 for recovery costs, or its equivalent in the invoicing currency.
Where the recovery costs actually incurred exceed this fixed amount, AGROFOREST MONITORING AGENCY S.A.C. may claim additional compensation upon presentation of supporting evidence.
In the event of late payment or non-payment, AGROFOREST MONITORING AGENCY S.A.C. may also, after informing the client:
– suspend any work, procedures or interventions in progress;
– extend the performance timeframes;
– postpone delivery of reports, files, access rights or deliverables;
– refuse any new assignment until the outstanding amounts have been paid;
– require immediate payment of any other amount that has fallen due.
The applicable timeframes shall be extended to take account of the duration of the suspension and the reasonable time required to remobilise the personnel involved.
Any consequences or costs resulting from a suspension caused by the client’s failure to pay shall not be attributable to AGROFOREST MONITORING AGENCY S.A.C.
Any request to cancel, postpone or substantially modify an assignment must be submitted in writing to AGROFOREST MONITORING AGENCY S.A.C.
Acceptance of the contractual document and payment of the deposit bind the parties in respect of the agreed scope.
Where the assignment is cancelled before work has effectively commenced, AGROFOREST MONITORING AGENCY S.A.C. shall refund the portion of the deposit that does not correspond to:
– preparatory work already carried out;
– procedures and initial contacts already undertaken;
– bank charges incurred;
– bookings, travel arrangements or non-refundable commitments already made with third parties.
Where cancellation occurs after the commencement of contacts, document collection, verification work, travel or any other operation included in the assignment, the client shall remain liable for:
– the price of the services actually performed up to the cancellation date;
– costs incurred or which have become non-refundable;
– commitments made to experts, field personnel or service providers mobilised for the assignment.
Where the amounts due exceed the deposit already paid, an additional invoice shall be issued to the client. Where they are lower, the unused balance of the deposit shall be refunded.
A request for postponement shall be considered in light of staff availability, logistical constraints and the possibility of maintaining any bookings, authorisations or appointments already arranged.
Any additional costs resulting from the postponement may be invoiced after the client has been informed.
Any modification to the initial scope may result in a revision of the price, timeframes and deliverables. It must be formalised in writing before any additional work is carried out.
AGROFOREST MONITORING AGENCY S.A.C. may suspend all or part of the assignment where its continuation is temporarily impossible or where the conditions necessary for its performance are no longer met.
Suspension may occur in particular in the event of:
– late payment or non-payment by the client;
– inability to identify or contact the exporter concerned;
– a persistent failure by the exporter or another essential supply chain participant to respond;
– refusal to provide the necessary documents or information;
– refusal or inability to access a plot, concession, processing facility, warehouse or other site to be verified;
– serious doubts concerning the authenticity of a document or the reliability of the information provided;
– a substantial change to the shipment or supply chain;
– a risk to the health or safety of the personnel involved;
– a conflict of interest or circumstances likely to compromise the independence of the verification work;
– a request that is contrary to applicable regulations or Agroforest’s professional principles.
The client shall be informed as soon as reasonably possible of the reason for the suspension and, where possible, of the conditions required for the assignment to resume.
During the suspension, the contractual timeframes shall be extended by a period reflecting the duration of the interruption and the time reasonably required to remobilise the personnel involved and reorganise the operations.
Once the obstacle has been removed, the assignment may resume according to an updated schedule communicated to the client.
Where essential checks remain impossible on a lasting basis, AGROFOREST MONITORING AGENCY S.A.C. may:
– terminate the assignment;
– or provide a report limited to the work actually performed, identifying the documents, access or checks that could not be obtained or carried out.
Services already performed, costs incurred and commitments that became irreversible before the suspension or interruption shall remain payable.
A suspension or interruption resulting from a failure by an exporter or another supply chain participant to cooperate shall not, in itself, constitute a failure attributable to AGROFOREST MONITORING AGENCY S.A.C.
Where an interruption results from a contractual breach by the client that can be remedied, AGROFOREST MONITORING AGENCY S.A.C. may request in writing that the client remedy the breach within a reasonable period before definitively terminating the contract, except in cases of urgency, manifest impossibility or particular seriousness.
The timeframes or schedules for performance shall, where possible, be specified in the quotation, commercial proposal, assignment order or contract.
Unless expressly stated to be binding in the contractual document, any dates communicated are estimates based on the information available when the order is placed.
Commencement of the assignment is subject to:
– receipt of the agreed deposit;
– identification of the exporter;
– provision of the minimum information required to identify the relevant product, lot, shipment or container.
The time required to complete the assignment depends in particular on:
– the availability and cooperation of the exporter and other supply chain participants;
– the time required to obtain and analyse the documents;
– the granting of authorisations and the availability of access to the sites;
– the location of the plots and facilities;
– weather, river, road and logistical conditions;
– the availability of field personnel, public authorities and local contacts;
– field safety conditions;
– the discovery of information requiring additional verification.
Any delay resulting from an event beyond the control of AGROFOREST MONITORING AGENCY S.A.C., the late provision of information or an obstacle encountered with a supply chain participant shall result in a reasonable adjustment to the schedule.
AGROFOREST MONITORING AGENCY S.A.C. shall inform the client of any significant delay of which it becomes aware and, where possible, provide an updated estimated schedule.
A delay shall not automatically entitle the client to cancel the assignment, obtain a refund of amounts incurred or receive damages, unless a binding commitment has not been met due to a fault attributable to AGROFOREST MONITORING AGENCY S.A.C. or unless otherwise required by mandatory law.
Where the delay compromises the purpose of the assignment, the parties shall consult each other to consider its continuation, adjustment, postponement or interruption, together with the financial consequences corresponding to the work performed and costs already incurred.
Neither party shall be held liable for any failure or delay in performing its obligations where such failure or delay results from an event beyond its reasonable control, which could not reasonably have been foreseen at the time the contract was entered into and whose effects could not be avoided through appropriate measures.
Where the conditions for force majeure are met, such events may include in particular:
– natural disasters, floods, fires, landslides or exceptional weather events;
– epidemics, pandemics or restrictive public-health measures;
– armed conflicts, civil unrest, acts of terrorism or serious security threats;
– general strikes or blockades affecting transport, ports, roads or public authorities;
– administrative closures, access restrictions or unforeseeable decisions by a public authority;
– major disruptions to communication, energy or transport networks;
– events making access to or intervention at the relevant sites impossible or dangerous.
The affected party shall inform the other party as soon as reasonably possible of the event, its foreseeable consequences and, where possible, the measures taken to limit its effects.
Where the impediment is temporary, performance of the affected obligations shall be suspended for its duration and the applicable timeframes shall be extended accordingly.
Where the impediment continues for more than sixty calendar days or makes continuation of the assignment permanently impossible, either party may terminate the contract by written notice.
In such circumstances, the client shall remain liable for services actually performed, costs already incurred and non-refundable commitments made before the occurrence of the event. Any amounts paid that do not correspond to work performed, costs incurred or commitments made shall be refunded.
Financial difficulties, a reduction in business activity or an increase in costs shall not, in themselves, constitute force majeure.
The services, reports, opinions, reference codes, WoodPassport files and other deliverables produced by AGROFOREST MONITORING AGENCY S.A.C. do not constitute official certification of compliance with the European Union Regulation on deforestation and forest degradation — EUDR.
Nor do they constitute an administrative authorisation to place products on the market, a decision by a competent authority or a guarantee that no inspection or regulatory review will take place.
Agroforest’s services are intended to assist the client in obtaining, verifying, documenting and structuring information and supporting evidence relating to the relevant supply chain.
The client remains responsible for:
– determining the regulatory obligations applicable to it;
– carrying out, or arranging for the completion of, its full risk assessment;
– determining, in light of all available information, whether there is no risk, only a negligible risk or whether additional measures are required;
– preparing and submitting the regulatory declarations for which it is responsible;
– deciding whether to import, place on the market, purchase or market the products concerned.
The conclusions of AGROFOREST MONITORING AGENCY S.A.C. constitute an assessment intended to assist the client’s decision-making. They do not replace the client’s own obligations or the advice of a lawyer or legal adviser where the circumstances require it.
No service provided by Agroforest guarantees that an administrative, customs or judicial authority will reach the same assessment of the facts or consider the evidence produced to be sufficient.
In the event of an inspection or a request for additional information from an authority, AGROFOREST MONITORING AGENCY S.A.C. may, within the scope of the agreed assignment, provide clarification regarding its work and the evidence collected, without replacing the client, its legal representative or its adviser.
Reports and other deliverables are prepared for the client, the assignment and the scope expressly identified in the contractual document.
Unless otherwise stated, they describe the information obtained, the checks performed and the situation observed on a specific date or during a defined period.
They do not constitute permanent validation of the exporter, supplier, concession, processing facility or all of its operations.
A conclusion relating to a particular shipment, lot or container cannot automatically be extended to another shipment, a different origin, another period or a different supply chain.
The conclusions may be affected by events occurring after the date of the checks, including:
– a change to the supply chain;
– the replacement of a supplier or site;
– the emergence of new information;
– an administrative or judicial decision;
– the subsequent discovery of a falsified document or concealed information;
– a change in the applicable regulations or their interpretation.
Where a post-import monitoring service is included in the assignment, its duration, scope and terms shall be specified in the contractual document.
This monitoring is intended to detect and report certain new developments that may affect the assessment of the verified supply chain. It does not constitute exhaustive and continuous monitoring of all participants, nor does it guarantee that no adverse event will occur or remain undetected.
The client undertakes to review the reports and notify AGROFOREST MONITORING AGENCY S.A.C., within ten business days following their delivery, of any apparent factual error or request for clarification.
This period does not prevent the client from subsequently communicating new information or reporting an anomaly that could not reasonably have been identified upon receipt of the report.
AGROFOREST MONITORING AGENCY S.A.C. may correct an established clerical or factual error. Any new verification, substantial update or extension of the report may be subject to an additional service.
Each party undertakes to preserve the confidentiality of any non-public information of which it becomes aware during pre-contractual discussions or in connection with the preparation or performance of the assignment.
Confidential information may include in particular:
– administrative, forestry, commercial, customs, logistical and financial documents;
– the identity and contact details of suppliers and other supply chain participants;
– information relating to plots, concessions, products, volumes, lots, shipments and containers;
– prices, commercial proposals and specific terms negotiated between the parties;
– the verification methods, assessment frameworks, internal procedures and tools of AGROFOREST MONITORING AGENCY S.A.C.;
– findings, anomalies, risk levels and conclusions established during the assignment;
– any information identified as confidential or whose confidential nature can reasonably be inferred from its nature or the circumstances in which it is disclosed.
Each party undertakes:
– to use confidential information solely for the purposes of the assignment and the contractual relationship;
– to disclose it only to persons, employees, advisers or service providers who need to know it;
– to take reasonable measures to prevent unauthorised access, use or disclosure.
Information shall not be regarded as confidential where the receiving party can demonstrate that:
– it was already publicly available without any breach of a confidentiality obligation;
– it was lawfully in its possession before disclosure;
– it was lawfully disclosed by a third party not subject to a confidentiality obligation;
– it was independently developed without using the information received.
Confidential information may be disclosed where such disclosure is necessary:
– for the performance of the assignment;
– to comply with a legal or regulatory obligation;
– in response to a legally valid request from an administrative, customs or judicial authority;
– for the establishment, exercise or defence of legal claims.
Where legally permitted, the party required to disclose confidential information shall inform the other party in advance and limit the disclosure to the information strictly necessary.
The confidentiality obligation shall remain in force throughout the contractual relationship and for five years after its termination. Information constituting a trade secret shall remain protected for as long as it retains that status.
The reports, files, opinions, photographs, appendices and other deliverables are prepared for the client and for the assignment expressly identified in the contractual document.
Subject to full payment of all amounts due, the client is authorised to use the deliverables for professional purposes connected with the relevant operation, including:
– for the performance of its due diligence obligations;
– for its internal compliance and risk-management procedures;
– in communications with its legal advisers, auditors, insurers, financial institutions or professional partners who have a legitimate need to review them;
– in response to a request from an administrative, customs or judicial authority.
The client shall ensure that any recipients to whom it discloses the deliverables respect their confidential nature and do not use them for purposes unrelated to the relevant operation.
Without the prior written authorisation of AGROFOREST MONITORING AGENCY S.A.C., the client may not:
– publish a report freely or make it available to the public;
– use it for advertising purposes or as a general commercial guarantee relating to a company or supply chain;
– sell, license or otherwise exploit it commercially on a stand-alone basis;
– alter, remove or conceal any conclusion, reservation, limitation, date, reference or identifying element;
– reproduce an extract in a manner likely to alter the meaning or scope of the findings;
– apply the report to another lot, shipment or container.
Where an extract from a report is disclosed, it must be accompanied by the information necessary for its proper understanding, including its scope, date and any applicable reservations.
The disclosure of a report to a third party shall not automatically create a contractual relationship between that third party and AGROFOREST MONITORING AGENCY S.A.C.
Unless otherwise agreed in writing, AGROFOREST MONITORING AGENCY S.A.C. assumes no obligation towards third parties beyond those expressly agreed with the client. This provision does not limit the right of a competent authority to examine any evidence submitted to it.
AGROFOREST MONITORING AGENCY S.A.C. retains ownership of its methods, procedures, report templates, assessment frameworks, tools, documentary databases, graphic representations, trademarks, logos, distinctive signs, reference codes and know-how.
Unless expressly assigned in writing, the performance of an assignment and payment of the corresponding fees shall not transfer to the client any intellectual property rights relating to these elements.
The client is granted only the right to use the deliverables under the conditions set out in the preceding article and in the contractual document.
Original documents provided by the client, the exporter or other supply chain participants remain the property of their respective owners. Their collection or inclusion in an Agroforest file shall not transfer ownership to AGROFOREST MONITORING AGENCY S.A.C. or to the client.
AGROFOREST MONITORING AGENCY S.A.C. may continue to use the general knowledge, skills, methods and experience acquired during the assignment, provided that it does not disclose confidential information specific to the client or supply chain participants.
Any reproduction, adaptation, translation, modification, distribution or exploitation of protected elements beyond the rights granted under these Terms and Conditions requires the prior written consent of the relevant rights holder.
The names and distinctive signs Agroforest Monitoring Agency, Agroforest and WoodPassport, together with their logos, may not be used by the client as a trademark, label, certification or general sign of approval without prior written authorisation.
Where a WoodPassport service is expressly included in the assignment, a specific reference may be assigned to the file corresponding to a particular shipment or container.
The WoodPassport reference is used to identify and group together the information, reports and supporting evidence associated with the verified scope.
A WoodPassport reference:
– is specific to the shipment or container to which it is assigned;
– may not be reused for another operation;
– may not be transferred to another lot, supplier, origin or container;
– does not constitute official EUDR certification, authorisation to place products on the market or a general guarantee relating to the exporter.
Any reproduction or presentation of the WoodPassport reference must preserve the information identifying its scope and date.
The client may not use the WoodPassport name, logo or reference in a manner likely to suggest that Agroforest certifies all of its activities, suppliers or sourcing operations.
Where a secure area or digital access is made available to the client, login credentials are reserved for authorised users. The client undertakes to preserve their confidentiality and to inform AGROFOREST MONITORING AGENCY S.A.C. immediately of any loss, disclosure or suspected misuse.
AGROFOREST MONITORING AGENCY S.A.C. may suspend access where necessary for security, maintenance, non-payment or use outside the authorised scope.
The period during which documents remain available, together with any archiving or download arrangements, shall be specified in the contractual document or in the terms of use of the secure area.
AGROFOREST MONITORING AGENCY S.A.C. may entrust certain operations required for the performance of the assignment to employees, forestry experts, engineers, field inspectors, technicians, translators, independent consultants or specialised service providers possessing the required skills.
Such personnel and service providers may be engaged in particular for:
– documentary verification;
– field inspections;
– photographs, measurements and geolocation data collection;
– checks carried out at processing facilities or warehouses;
– technical or regulatory analyses;
– translation and preparation of deliverables;
– the hosting, maintenance or security of digital tools.
AGROFOREST MONITORING AGENCY S.A.C. remains responsible for selecting, coordinating and supervising the personnel and service providers to whom it entrusts the performance of part of its own contractual obligations.
It shall ensure that persons having access to information relating to the assignment are subject to appropriate confidentiality, security and restricted-data-use obligations.
The client agrees that information strictly necessary for the performance of the assignment may be disclosed to such personnel and service providers within the limits of their respective duties.
However, AGROFOREST MONITORING AGENCY S.A.C. shall not be responsible for the acts or decisions of public authorities, the exporter, suppliers, carriers, forestry operators or other independent supply chain participants over whom it exercises no management or control.
Where the specific terms expressly provide that a particular expert must personally perform the assignment, any replacement shall be communicated to the client and, where possible, shall be made by a person with comparable qualifications.
AGROFOREST MONITORING AGENCY S.A.C. carries out its verification work and establishes its findings independently, on the basis of the evidence it has been able to collect, examine and cross-check.
Payment for the service by the client does not entitle the client to obtain a favourable conclusion, the removal of an anomaly, the alteration of a risk level or the omission of a reservation.
The client may not request AGROFOREST MONITORING AGENCY S.A.C. to:
– alter a finding for commercial reasons;
– present as verified an element that has not been verified;
– disregard relevant adverse information;
– conceal a limitation, missing document or refusal of access;
– issue a certification or guarantee that Agroforest is not authorised to provide.
Where a clerical or factual error is demonstrated, AGROFOREST MONITORING AGENCY S.A.C. shall carry out the necessary checks and may correct the relevant deliverable.
AGROFOREST MONITORING AGENCY S.A.C. shall inform the client where it identifies an actual or potential conflict of interest likely to compromise the independence of the assignment.
Depending on the nature and seriousness of the situation, it may implement measures to preserve its impartiality, replace a member of the personnel involved, limit the relevant scope, suspend the work or decline the assignment.
The client undertakes to disclose any relationship or circumstance of which it is aware that could reasonably cast doubt on the independence of any person involved in the assignment.
Each party shall process any personal data to which it has access in connection with the contractual relationship in accordance with the regulations applicable to it.
AGROFOREST MONITORING AGENCY S.A.C. may in particular process the professional contact details of representatives, employees, suppliers, exporters, personnel involved and other contacts for the purposes of:
– preparing and administering the contractual relationship;
– communicating with the relevant participants;
– organising and carrying out the verification work;
– preparing, transmitting and archiving reports and deliverables;
– managing invoicing and payments;
– complying with its legal obligations and defending its rights.
The parties undertake to disclose only data that is relevant and necessary for the assignment and not to transmit unnecessarily any sensitive data or information unrelated to its purpose.
Where required, the client shall inform the persons whose contact details it provides to AGROFOREST MONITORING AGENCY S.A.C.
The data may be made accessible to authorised persons, personnel involved in the assignment and necessary technical service providers, within the limits of their respective duties.
As AGROFOREST MONITORING AGENCY S.A.C. is established in Peru, certain data may be accessed or processed from that country. Data transfers subject to European data protection rules shall be governed by the mechanisms and safeguards required under those rules.
Each party shall implement technical and organisational measures proportionate to the risks in order to protect the data against loss, alteration, disclosure or unauthorised access.
Where, for a particular service, AGROFOREST MONITORING AGENCY S.A.C. processes personal data exclusively on behalf of the client and in accordance with its documented instructions, the parties shall enter into, where required, a specific agreement defining their respective obligations.
Data subjects may exercise their rights with the party acting as controller for the relevant processing. Requests relating to processing carried out by AGROFOREST MONITORING AGENCY S.A.C. may be sent to:
Further information is available in the Privacy Policy published on the website.
AGROFOREST MONITORING AGENCY S.A.C. may be held liable only in the event of an established contractual breach directly attributable to it.
It shall not be liable for consequences resulting in particular from:
– inaccurate, incomplete, falsified, concealed or late information or documents provided by the client, exporter or another participant;
– the refusal or inability to obtain a document, response, authorisation or access;
– an event, irregularity or change occurring after the date of the verification work;
– a decision taken by the client contrary to the reservations or limitations stated in the report;
– the use of a deliverable outside its defined scope, for another shipment or after its content has been altered;
– a decision made by an administrative, customs or judicial authority;
– a change in the applicable regulations or their interpretation after the assignment;
– a malfunction attributable to a third-party service, network or system over which it exercises no control.
AGROFOREST MONITORING AGENCY S.A.C. shall be liable only for direct, proven and reasonably foreseeable losses resulting from the established breach.
To the extent that they constitute indirect losses, the following shall not in particular give rise to compensation:
– loss of turnover, profit, margin or market share;
– loss of a business opportunity;
– interruption of business activity or production;
– indirect damage to image or reputation;
– commitments made by the client to a third party without Agroforest’s prior agreement.
Subject to the exclusions set out below, the total aggregate liability of AGROFOREST MONITORING AGENCY S.A.C., for all causes and claims combined, shall be limited to the amount, exclusive of taxes, actually paid by the client for the assignment directly giving rise to the loss.
Where the same event gives rise to several claims, those claims shall be treated as a single event for the purpose of applying this liability cap.
The limitations and exclusions set out in this article shall not apply:
– in the event of wilful misconduct or gross negligence by AGROFOREST MONITORING AGENCY S.A.C.;
– to personal injury directly attributable to Agroforest;
– where a mandatory legal provision prohibits or restricts the application of an exclusion or limitation of liability.
Nor may they have the effect of depriving an essential obligation expressly undertaken by AGROFOREST MONITORING AGENCY S.A.C. of its substance.
The party claiming a loss shall take reasonable measures to limit its extent and shall inform the other party as soon as reasonably possible of any facts that may give rise to liability.
Communications relating to the preparation, organisation and routine monitoring of the assignment may be made by email using the contact details provided by the parties.
Each party shall ensure that its contact details remain up to date and shall inform the other party as soon as reasonably possible of any change to its email address, postal address or primary contact person.
Communications sent by AGROFOREST MONITORING AGENCY S.A.C. to the professional email address provided by the client shall be deemed to have been validly sent to the client, unless a change of address has previously been notified.
Notices relating in particular to:
– cancellation or termination;
– a contractual breach;
– a prolonged suspension of the assignment;
– a formal notice;
– or a claim that may give rise to the liability of either party,
must be made in writing and sent by a method that reasonably enables the date of dispatch and the content of the notice to be established.
They may in particular be sent:
– by email with a request for acknowledgement of receipt;
– by registered letter or tracked mail or courier service;
– or by any other written method agreed between the parties.
In an emergency relating to safety, suspected fraud, a risk of data loss or the immediate impossibility of continuing an intervention, information may be communicated without delay by any appropriate means and subsequently confirmed in writing.
The parties acknowledge the validity of communications and documents transmitted electronically in connection with the contractual relationship.
The following may in particular be used as evidence:
– emails exchanged between the parties;
– quotations, commercial proposals, assignment orders and invoices transmitted electronically;
– written confirmations of acceptance;
– electronically signed documents;
– acknowledgements of receipt, transmission logs and communication histories;
– data recorded in the management tools used by the parties.
Acceptance of a contractual document may be evidenced in particular by:
– a handwritten signature;
– an electronic signature;
– return of the document accompanied by an explicit statement of agreement;
– the issue of a purchase order consistent with the proposal;
– or any other written communication clearly identifying the person who accepted the assignment and the scope of their commitment.
Each party shall retain the documents and communications necessary to establish its rights and obligations under conditions reasonably capable of preserving their integrity.
In the event of a dispute concerning an electronic document, the parties may produce any evidence capable of establishing its origin, content, date and the circumstances in which it was transmitted or accepted.
The contractual relationship between the parties consists of the documents expressly accepted in connection with the assignment.
Unless otherwise agreed in writing, those documents shall apply in the following order of precedence:
In the event of any inconsistency, the higher-ranking document shall prevail only in respect of the conflicting provisions.
Advertising materials, commercial presentations, website content, preliminary communications and general information shall have no contractual value unless expressly incorporated into the quotation, assignment order or contract.
Any general purchasing terms or other documents issued unilaterally by the client shall not apply merely because they have been transmitted.
Any additional or conflicting term proposed by the client shall become applicable only after its express written acceptance by AGROFOREST MONITORING AGENCY S.A.C.
The fact that Agroforest begins certain preparatory steps shall not constitute tacit acceptance of contractual terms that have not been expressly approved.
If any provision of these GTC or of any other contractual document is declared null and void, unenforceable or without effect by a court or competent authority, the remaining provisions shall continue to apply, unless the provision concerned constituted a material basis of one of the parties’ undertaking.
Where necessary, the parties shall endeavour to replace the provision concerned with a lawful provision producing an economic and legal effect as close as possible to that originally intended.
The fact that a party:
– does not immediately exercise a right;
– grants an extension on a one-off basis;
– temporarily tolerates a situation;
– or does not invoke a specific breach,
shall not constitute a permanent waiver of that right and shall not prevent that party from exercising it at a later date.
Any waiver of a right or contractual provision must result from a clear, unequivocal written statement by the party concerned.
No prior practice, tolerance or course of business may amend these GTC or any specific terms without a written agreement between the parties.
The Client may not assign or transfer all or part of its rights and obligations under the Contract without the prior written consent of AGROFOREST MONITORING AGENCY S.A.C.
The Client hereby gives its prior consent to AGROFOREST MONITORING AGENCY S.A.C. assigning the Contract:
– to a company that controls it, is controlled by it or is under common control with it;
– to a company established to carry out all or part of its activities in Europe or in a producing country;
– to a company acquiring all or part of its business following a restructuring, merger, contribution of assets, transfer of business or comparable transaction.
Any such assignment shall be notified to the Client in writing and shall not have the effect of substantially reducing the rights and safeguards afforded to the Client in connection with the Assignment.
The assignee shall assume the contractual obligations relating to the Assignment from the effective date of the assignment.
Unless the Client expressly agrees to release AGROFOREST MONITORING AGENCY S.A.C. from its future obligations, AGROFOREST MONITORING AGENCY S.A.C. shall remain liable under the conditions provided for by the applicable laws and regulations.
The use of contributors or service providers to perform certain operations in accordance with Article 22 shall not constitute an assignment of the Contract.
AGROFOREST MONITORING AGENCY S.A.C. may amend these GTC, in particular to reflect changes in its services, organisation, methods, tools or the applicable laws and regulations.
The version applicable to an Assignment shall be the version communicated to the Client or made available to and expressly accepted by the Client when the Contract is formed.
The subsequent publication of a new version on the website shall not automatically amend the terms applicable to an Assignment already entered into.
Any amendment to the GTC applicable to an ongoing Assignment must be agreed in writing by the parties, unless it results directly from a mandatory legal provision applicable to the Contract.
New versions of the GTC shall apply to Assignments accepted after their effective date.
Any complaint relating to the performance of an Assignment must be submitted in writing to:
The complaint must set out in sufficient detail:
– the Assignment and the contractual document concerned;
– the facts giving rise to the dispute;
– the documents or information relevant to its examination;
– the remedy or clarification sought.
The parties undertake to examine any difficulty in good faith and to seek an amicable solution before initiating legal proceedings.
Except in cases of urgency or where necessary to preserve a right, the parties shall have a period of thirty calendar days from receipt of written notice of the dispute for this purpose.
They may agree to extend this period or to resort to mediation, conciliation or any other amicable dispute resolution procedure.
This amicable procedure shall not prevent:
– an application for interim relief or any urgent or protective measure;
– any action necessary to prevent the expiry of a limitation or forfeiture period;
– the suspension of a service in the event of non-payment or a safety risk;
– any other measure whose postponement could cause irreversible harm.
These GTC, the contractual documents to which they apply and the relationship between the parties shall be governed by French law, subject to any mandatory provisions from which the parties may not lawfully derogate.
The choice of French law shall not preclude the application of overriding mandatory rules or other mandatory provisions that may apply due to the nature of the services, the country in which they are performed or the circumstances of the parties.
IN THE ABSENCE OF AN AMICABLE SETTLEMENT, ANY DISPUTE RELATING TO THE FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE, SUSPENSION, TERMINATION OR CONSEQUENCES OF THE CONTRACT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF COMPETENT SUBJECT-MATTER JURISDICTION IN PARIS, FRANCE, SUBJECT TO ANY APPLICABLE MANDATORY RULES OR EXCLUSIVE JURISDICTION REQUIREMENTS.
This jurisdiction clause shall remain applicable in the event of multiple defendants, third-party proceedings, incidental claims or proceedings involving an international element.
It shall not prevent either party from seeking urgent, interim or protective relief before a competent court where circumstances so require.
Last updated : July 2026
