1. Who we are and what this contract does

We are Regenerate Natural Capital Limited (ReVerte), company number 14909493. We operate the ReVerte price-comparison and sourcing platform for Biodiversity Units (the “Platform”). By using the Platform, you agree to these Terms.

We may update these Terms from time to time on reasonable written notice. If you continue to use the Platform after the change takes effect, you accept the updated Terms.

We draw your particular attention to the Limitation of Liability in clause 12 of these Terms.

The definitions of the words in this contract that begin with capital letters are defined in clause 2 (Definitions).

2. Definitions

Admin Fee: Fixed fee of £325.00 per accepted tender.

Applicable Law: all applicable laws and regulations from time to time in force in England.

Biodiversity Gain Site: land to be used for habitat creation/enhancement to deliver measurable net gain and intended to be registered on the Natural England Register.

Biodiversity Unit(s): units of biodiversity value as quantified and assessed in accordance with The Statutory Biodiversity Metric and related to or arising from a Biodiversity Gain Site.

Business Day/Hours: Monday - Friday (excluding public holidays in England) / 9:00–17:00 on a Business Day.

Commission: the amount payable by the Seller to ReVerte under the contract between ReVerte and the Seller, as notified to you by ReVerte from time to time in accordance with clause 8 of these Terms.

Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the Data (Use and Access) Act 2025.

Development: means any development listed by you on the Platform, in respect of which you intend to purchase Biodiversity Units.

Group: any entity that controls, is controlled by, or is under common control with a party (over 50% voting control or equivalent control of management).

IP Rights: all patents, copyright, trademarks, service marks, business and domain names, design rights, database rights, rights in computer software, trade secrets, know-how and other confidential information, and all similar or equivalent rights (registered or unregistered), including applications, renewals, extensions and rights of priority, anywhere in the world.

Personal Data: personal data belonging to you or your Authorised Users.

Relevant Period: 12 months after we introduce a Seller to you via the Platform or make either party aware the other is buying or selling Biodiversity Units.

ReVerte Account: The bank account specified by ReVerte on the relevant invoice or otherwise notified to you in writing by ReVerte, provided that ReVerte shall not be responsible for any loss arising from payments made to incorrect account details where such details have not been verified.

Seller: a party using the Platform to sell or otherwise dispose of Biodiversity Units.

Services: the services we provide via the Platform, including listing and marketing of Biodiversity Units and facilitating introductions between you and Sellers, or such other services as we add to the Platform from time to time.

Statutory Biodiversity Metric: the Statutory Biodiversity Metric and Statutory Biodiversity Metric User Guide published by the Government’s Department for Environment Food and Rural Affairs (“DEFRA”) in February 2024 or any other superseding metric published by DEFRA or Natural England (or their successor bodies) current at the date of this Agreement to measure and account for biodiversity losses and gains resulting from development or land management change.

Tender: an offer made by a Seller to sell to you Biodiversity Units at a given specification and a given price.

Transaction: an agreement between a Seller (or any member of its Group) and you (or any member of your Group) for the sale and purchase of Biodiversity Units where the parties were connected using the Platform’s matching or communication features. ‘Transact’ will be interpreted accordingly.

Qualifying Transaction: a Transaction which (a) arises from or is connected with one of your Developments listed on the Platform, or (b) follows the acceptance by you of a Tender via the Platform.

User Content: any data or information you upload to the Platform or provide to us to upload for you.

VAT: value added tax payable at the prevailing rate in the UK.

3. Joining the Platform

You apply to join the Platform by completing our online registration (Registration). By applying, you confirm you will use the Platform in the capacity of a buyer of Biodiversity Units.

A binding contract incorporating these Terms starts on the date we approve your Registration and give you access to the Platform (Start Date) (the “Contract”).

Businesses may have one main account and may set up delegated user accounts (Authorised Users) to act on its behalf. Authorised Users include, but are not limited to, the business’s employees, officers, contractors, professional advisers (including planning consultants), and appointed agents acting on its behalf. You remain responsible for what your Authorised Users do or fail to do on the Platform.

We may at any time suspend or remove any account (including an Authorised User) where necessary to protect the Platform or where a user acts in a way that harms the Platform’s operation (for example, repeatedly failing to complete Qualifying Transactions).

4. Our Services and availability

We will provide the Services with reasonable care and skill and in line with all Applicable Law. The Platform is generally available 24/7 but may be taken offline for maintenance or for reasons outside our control, including outages caused by third- parties or Force Majeure Events.

We do not promise that the Platform, Services or access to User Content will be uninterrupted or error free. We will try to meet any agreed performance dates, but any such dates are estimates only and our time for performance is not of the essence. We will not be responsible for any delay in performing the Services where the delay is caused by your, or your Authorised Users acts or omissions.

We may improve or change the Services where this does not materially reduce quality, is needed for safety or to comply with Applicable Law. We will try to notify you of material changes in advance.

5. Your responsibilities

You must cooperate with us and must promptly provide all information we reasonably need to perform the Services. Any information you provide, including the User Content, must be accurate, up-to-date and complete and you must promptly notify us if any information you provide, including the User Content needs to be updated because it is no longer accurate, up-to-date and complete.

You must keep your (and your Authorised Users) passwords secure and change them regularly.

You must only use the Platform in accordance with Applicable Law. You must not upload malware, send spam, attempt to bypass security, or reverse engineer or copy the Platform for any reason including to build a competing service. You must not do or permit anything to be done that will or may damage our business, reputation, or goodwill.

6. Tenders and how Transactions form

You may add one or more Developments to your account in order to seek Tenders in respect of those Developments through the Platform. We may at our discretion reject any proposed Development listing, including where the information provided in relation to the Development is incomplete, inaccurate, or misleading.

You can accept a Tender by clicking “Accept Tender”, after which you and the Seller will be introduced. Any Biodiversity Units sale and purchase terms are for you and the Seller to agree directly. We are not a party to your Transaction.

7. Exclusivity and non-circumvention

You appoint us as your exclusive provider of the Services, and you must purchase all Biodiversity Units required for the Development exclusively through the Platform. You must promptly refer to us any enquiries from Sellers or other Platform users offering to sell Biodiversity Units in connection with the Development. However, where we are unable to introduce you to a Seller who can sell the specific Biodiversity Units reasonably required for the Development, you can procure only those Biodiversity Units through an alternative provider of the Services provided that you have first notified us in writing of the relevant requirement and obtained our prior written consent, such consent not to be unreasonably withheld or delayed.

You must not structure, document, perform, or procure any Qualifying Transaction in a manner intended to avoid or reduce the Commission payable to us, including by completing the Transaction outside the Platform as part of such avoidance.

You must not, during the Relevant Period, otherwise enter into a Transaction with a Seller outside the Platform where the relevant opportunity was not a Development on the Platform (which is what we call an “Off-Platform Transaction”).

In addition, during the Relevant Period you must not, except through the Platform or where we have given our prior written, contact, approach, negotiate with or discuss any Development or Biodiversity Units required for the Development with a Seller other than via the Platform.

Any breach of this clause 7 is a material breach entitling us to terminate this Contract in accordance with clause 13 of these Terms and you must indemnify us for losses arising from any such breach, which will include our lost Commission.

8. Fees, commission and payment

Notwithstanding the termination or expiry of this Contract, Commission is due every time you (or any member of your Group) enter into a Qualifying Transaction, regardless of whether it is completed on or off the Platform. Commission is still payable where: (a) a third-party purchases Biodiversity Units on your behalf; or (b) you conduct an Off-Platform Transaction within the Relevant Period.

Commission is payable by the Seller. However, upon notification from us, you must on the Seller’s behalf, deduct the Commission payable to us by a Seller in respect of a Transaction from the sums otherwise due and payable by you to the Seller in respect of that Transaction and pay that amount directly to us in accordance with our notification.

Payment of the Commission is due in accordance with the payment schedule under the relevant Transaction or at the time you make payment to the Seller under the Transaction, whichever occurs first. Where payments to the Seller are made in instalments, you must deduct and pay the corresponding proportion of the Commission as and when each instalment is paid.

Within 10 Business Days of your acceptance of any Tender submitted via the Platform, you must pay us the Admin Fee.

Any payments due to us under this Contract shall be paid via electronic bank transfer to the ReVerte Account. All amounts are exclusive of VAT and shall be paid in pounds sterling.

9. Intellectual property

We and our licensors own all IP Rights in the Platform and Services. We grant you a non-exclusive, non-transferable, royalty- free licence for the Term (i) to access and use the Platform. Except as stated in this clause, we grant you no IP Rights.

You retain ownership of your User Content and grant us a licence to copy and modify it as needed to provide the Services. You warrant our use of your User Content will not infringe third-party rights and agree to indemnify us for any claims arising from it.

10. Data protection

In this clause 10, the terms “processor”, “controller”, “data subject” and “personal data breach” shall have the meanings given to such terms in the UK GDPR.

You and we shall comply with our respective obligations under the Data Protection Laws. We are a processor in relation to your User Personal Data, and you are the controller of such Personal Data. You must ensure that you have all necessary, appropriate consents and notices in place to enable the lawful transfer of your Personal Data to us and/or lawful collection of your Personal Data by us on your behalf for the duration and purposes of this Contract. The particulars of processing are as follows (as may be amended by us in the event there are any changes):
• Scope and purpose: for the purposes of enabling you and your Authorised Users to register for, and make use of, the Platform;
• Nature: the collection and storage of Personal Data;
• Duration: such period of time that you or your Authorised Users use the Platform;
• Types of personal data and categories: name and email address of or your Authorised Users.

• In relation to the Personal Data processed by us, we will:
o only process the Personal Data on your documented instructions except insofar as required to do so by Data Protection Laws;
o inform you on becoming aware of any instruction from you in relation to the processing of Personal Data which, in our reasonable opinion, infringes the Data Protection Laws;
o maintain appropriate technical and organisational security measures to protect Personal Data as required under the Data Protection Laws;
o ensure that our employees and anyone else with access to Personal Data are subject to binding obligations of confidentiality;
o notify you without undue delay upon becoming aware of a personal data breach involving the Personal Data;
o taking into account the nature of the processing and the information available to us, at your cost, provide you with such information and assistance you reasonably require to respond to data subject access requests, or meet any obligations under the Data Protection Laws; and
o upon the termination of this Contract for any reason, delete or return (at your direction) all Personal Data to you (and any copies of the same) unless we are required to store such copies to comply with a requirement imposed by Applicable Laws.

You also agree that where Personal Data is processed by us, you hereby provide your general authorisation for us to (i) appoint sub-processors to process Personal Data, provided that we remain liable for the acts or omissions of our sub- processors and ensures it such appointments are on terms materially equivalent to those in this clause 10; and (ii) transfer Personal Data outside of the UK, provided that we shall ensure that all such transfers are effected in accordance with Data Protection Laws.

11. Confidentiality

You and we must each keep each other’s confidential information strictly confidential. This includes any non-public information about your or our business, operations, clients, suppliers or data. Confidential information can only be used to perform obligations under this Contract.

You and we can share confidential information with employees, officers, advisers, insurers, contractors or subcontractors who need it to perform this Contract, provided they are bound by confidentiality obligations. You and we are responsible for anyone you or we share such information with.

Confidential information can be disclosed if required by law, a court or a regulator. Where possible, whoever is making such a disclosure must notify the other in advance.

These confidentiality obligations continue during and for a period of two years after the end of this Contract.

12. Limitation of liability

We do not verify, endorse or guarantee (and therefore have no liability in respect of) the accuracy or reliability of any information provided by Sellers or included in any Tender on the Platform. The Platform facilitates the submission of Tenders only; we do not guarantee that any Tender will remain available, that any Seller will enter into a Transaction, or that pricing, quantities or other terms displayed on the Platform will remain unchanged.

Nothing shall limit your or our liability for death or personal injury caused by our negligence, or for our fraud. Apart from the express promises in these Terms, all other terms are excluded to the extent permitted by law.

Where you are a business, we will not be liable for: loss of revenue, profits, savings, data, goodwill or opportunity; delays caused by you; or the consequences of your acts or omissions or for any indirect or consequential losses (even where any such losses were foreseeable at the date of this Contract).

Where you are a business and subject to the above parts of this clause 12, our total aggregate liability to you arising under or in connection with this Contract shall not exceed an amount equal to the total Commission payable in respect of all Transactions to which you were a party in the 12-month period immediately preceding the act or omission giving rise to the claim. However, where a claim arises out of or in connection with a specific Tender, our total liability in respect of that claim shall be capped at the Commission payable in respect of that Tender only.

13. Duration of this Contract, suspension and termination

This Contract starts on the Start Date and continues until it is ended in line with this clause 13 (Term).

Either you or we may end this Contract immediately by giving written notice if the other commits a material breach and, where it can be fixed, does not fix it within 14 Business Days after written notice, or if the other becomes subject to an insolvency- related event. A material breach is one that is serious enough to affect the benefit the non-breaching party would reasonably expect to receive from a substantial part of this Contract.

We may also end this Contract immediately if: (a) you repeatedly breach this Contract; or (b) there is a change of control of your organisation.

We may also suspend the Services immediately if you are in any breach or you become subject to any insolvency-related event. We are not responsible for costs or losses you incur because of a suspension made in accordance with this clause.

You may end this Contract for any reason by closing your account on the Platform. We may end this Contract for any reason by giving you 30 Business Days’ written notice.

14. On termination

When this Contract ends: (a) your right to use the Platform stops immediately; (b) we will make your User Content available in a readable format for 6 Business Days, after which we may delete it.

Any clauses that are intended to continue after termination – including those dealing with, confidentiality, data protection, non- circumvention and limitation of liability – will continue to apply.

15. Cooling Off Period

If you are a consumer (as defined in the Consumer Rights Act 2015), this Contract is subject to a 14-day cooling-off period (the “Cooling-Off Period”). The Cooling-Off Period expires 14 days after the Start Date.

To exercise this right, you must notify us by sending an email titled “Cooling Off Period” to info@reverte.co.uk before the Cooling-Off Period ends. Cancellation will take effect when we receive your email.

Cancellation of this Contract does not affect any accrued obligations or post-termination restrictions set out in these Terms, including but not limited to those set out in clauses 7 and 8 with respect to Commission payable on both Qualifying Transactions and Off-Platform Transactions.

16. Force Majeure

Neither party is liable for delays or failures caused by events beyond their reasonable control (including industrial action, war, civil unrest, epidemic, compliance with law, fire, flood or storm, failure of utilities (each “Force Majeure Event”). If a Force Majeure Event lasts more than two months, the unaffected party may terminate this Contract on 10 Business Days’ notice.

17. Assignment

We may assign our rights under this Contract at any time. You may not assign, transfer, subcontract or sub-licence your rights or obligations under this Contract without our prior written consent.

18. Notices

Formal notices to be given under this Contract must be in writing and delivered by hand or by pre-paid first-class post or next working day delivery service to the party’s registered office (if a company), residential address (if a consumer) or principal place of business (otherwise). Delivery is deemed on hand-delivery or at 9am on the second Business Day after posting. This does not apply to service of proceedings.

19. Disputes

If a dispute arises, either party may serve a written notice on the other with details of the dispute. The parties’ nominated representatives will try to resolve it. If not resolved within 15 Business Days, the courts of England and Wales will have non- exclusive jurisdiction.

20. General

Entire agreement: These Terms are the entire agreement between us and replace any earlier discussions about its subject matter. Neither party may rely on statements not set out here.

Third-party rights: No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

Variation: We may vary these Terms on reasonable notice to you. Otherwise, all changes to these Terms must be in writing and signed by us.

Survival: Clauses 7, 8, 10, 11 and 12 survive termination of this Contract.

Waiver: Failing to enforce a right under this Contract is not a waiver. Rights are cumulative.

No partnership or agency: This Contract does not create a partnership, joint venture or agency relationship between us.

Governing law and jurisdiction: The laws of England and Wales govern this Contract, and the courts of England and Wales have non-exclusive jurisdiction.