Last updated: 23 October 2026 · Black Earth · FARMID AFRICA
These Terms and Conditions govern the use of Black Earth’s products, services, programmes and digital platforms, operated by FARMID AFRICA. Please read them carefully before registering, buying biochar, joining the Soil Organic Carbon (SOC) Programme or using this platform.
These Terms and Conditions (“Terms”) establish the general legal and operational framework governing the use of Black Earth’s products, services, programmes, digital platforms and related business activities. They define the relationship between Black Earth, participating farmers, customers, contractors, field officers, buyers, offtakers, project partners and other persons or organisations engaging with its services.
Black Earth operates within the areas of sustainable agriculture, biochar production and distribution, sustainable biomass management, soil improvement, regenerative farming, Soil Organic Carbon (SOC) programmes, carbon removal initiatives, farm mapping, agricultural monitoring and the development of environmental projects that may generate carbon credits or other environmental benefits.
These Terms are intended to promote transparency, accountability, proper project management, protection of participants’ rights, responsible use of information and compliance with applicable laws and project requirements.
Participation in a Black Earth programme does not, by itself, guarantee financial returns, carbon-credit issuance, carbon revenue, increased agricultural yields or any particular environmental outcome. Such results depend on the relevant project design, eligibility criteria, implementation, verification, market conditions and applicable agreements.
Black Earth is a brand associated with the following legal entity:
For purposes of these Terms, “Black Earth” refers to the brand, its relevant products and services, and the operations carried out under that brand by FARMID AFRICA or an authorised entity, as applicable to the particular service or agreement.
References to “the Company”, “we”, “us” and “our” shall be interpreted accordingly. References to “you”, “your”, “participant”, “farmer”, “customer” or “user” refer to the individual or organisation accessing or participating in the relevant service, unless the context requires otherwise.
Where another company, project developer, carbon-credit intermediary or authorised partner is responsible for a particular activity, its role shall be identified in the applicable agreement or project documentation. The use of the Black Earth name shall not automatically make every partner, contractor or third party an agent or legal representative of FARMID AFRICA.
The purpose of these Terms is to establish consistent rules for the delivery and use of Black Earth’s services and to clarify the expectations of all parties. In particular, these Terms seek to:
These Terms provide the general conditions for participation. Specific commercial, technical or project requirements may be set out in separate agreements, schedules, approved procedures or written notices.
Unless a separate agreement states otherwise, these Terms may apply to the following activities carried out under the Black Earth brand:
Not every service will be available to every participant. Access may depend on location, eligibility, project availability, technical requirements, verification results and the terms of the applicable agreement.
These Terms apply, as relevant, to:
Where a party is required to sign a separate employment contract, contractor agreement, farmer participation agreement, supply agreement, data-processing agreement or carbon-project agreement, the separate document shall govern the specific relationship within its stated scope.
A person shall not be treated as having accepted contractual obligations merely because their name, farm, photograph or other information appears in a project record. Acceptance and participation must be established in accordance with the applicable agreement and the law.
These Terms shall be read together with any applicable farmer participation agreement, biochar purchase agreement, contractor agreement, carbon-revenue schedule, privacy notice, farm-mapping procedure, verification protocol or other written project document.
Where a separate agreement addresses a specific matter in greater detail, that agreement shall apply to the extent of the matter it expressly governs, subject to applicable law.
For example, these Terms do not independently establish a universal carbon-credit ownership arrangement or a fixed percentage of carbon revenue payable to farmers. Those matters must be clearly addressed in the relevant project documentation, including the rights of landowners, farmers, project developers and other parties.
If a conflict arises between these Terms and a mandatory legal requirement, the applicable legal requirement shall prevail. If a conflict arises between contractual documents, the parties shall interpret them together where reasonably possible and apply any express order-of-precedence clause. If the conflict cannot be resolved by interpretation, the matter shall be addressed in accordance with applicable law.
A person may be asked to accept these Terms when registering for a service, applying to join a project, purchasing a product, signing a participation agreement or accessing a digital platform.
Acceptance may be recorded through a signed physical document, an electronic signature, a designated acceptance mechanism in an application or website, or another method recognised by applicable law.
Where acceptance is obtained electronically, Black Earth may maintain a record of the relevant version of the Terms, the date and time of acceptance, and other necessary evidence, subject to applicable data-protection requirements.
Where a person does not agree to the applicable Terms, they should not proceed with the service or programme that requires acceptance. This does not remove any rights or obligations that have already arisen under another valid agreement or applicable law.
For farmers who require assistance understanding these Terms, Black Earth should provide reasonable explanations in an accessible language or format where practicable. Where required by law, appropriate consent, disclosure or other formalities must be completed before participation begins.
Each person accepting these Terms represents that they have the legal capacity and authority required to enter into the relevant agreement.
A person applying on behalf of a company, cooperative, group, landowner or other organisation must have the authority necessary to act for that entity.
Participation in a farm-based project does not automatically establish ownership of the land. Where the participant is a tenant, occupier, authorised land user or member of a farmer group, the participant must provide any consent or evidence of authority reasonably required for the relevant activities.
Where land is jointly owned, subject to a dispute, or controlled by more than one person, any additional consent required by law or the applicable project rules must be obtained before activities affecting the relevant rights are undertaken.
Black Earth may propose amendments to these Terms to reflect changes in its services, operational procedures, technology, commercial arrangements, project standards or applicable law.
Where appropriate, proposed changes may be communicated through the Black Earth website, application, email, SMS, written notice or another reasonable communication channel.
Material changes shall be communicated in a manner appropriate to their nature. Where a change requires fresh consent under applicable law or the relevant agreement, Black Earth shall obtain that consent before applying the change to the affected activity.
Unless expressly agreed otherwise and permitted by law, changes shall not retrospectively remove payments already earned, rights already accrued or obligations already due under a valid existing agreement.
A revised version should identify its effective date and, where appropriate, the nature of the changes. Participants should be given a reasonable opportunity to review material changes before they become applicable to their participation.
Official communications concerning these Terms may be sent through the contact details provided by the participant or through the communication channels designated for the relevant service.
Participants are responsible for providing accurate contact information and notifying Black Earth of material changes to that information.
Black Earth’s official contact email for general enquiries concerning these Terms is support@blackearth.africa.
Where a communication concerns a complaint, payment dispute, personal-data request, suspected fraud or other matter requiring formal review, the communication should identify the issue clearly and provide sufficient information to allow it to be assessed.
A notice shall be treated as received in accordance with the applicable agreement and relevant law. The mere sending of a message shall not override any legal requirement governing service of formal notices.
Black Earth may support projects intended to improve soil quality, manage biomass sustainably, remove or store carbon, promote regenerative farming or generate environmental benefits. However, actual outcomes may vary according to farming practices, weather conditions, soil characteristics, biomass quality, project design, implementation, verification standards and other factors.
Unless expressly guaranteed in a separate written agreement, Black Earth does not guarantee a specific crop yield, farm income, carbon-removal quantity, carbon-credit price, volume of credits issued, payment amount or investment return.
Any projections, estimates, graphs, calculators or illustrative figures provided to participants should be understood according to their stated assumptions and limitations. Estimates are not a substitute for verified measurements or contractual payment commitments.
These Terms shall be governed by the laws of the Republic of Kenya, subject to any mandatory legal requirements that apply to the particular transaction, participant or service.
Any court proceedings shall be brought before a court of competent jurisdiction in Kenya, subject to applicable rules on jurisdiction and any valid dispute-resolution agreement.
Nothing in these Terms is intended to exclude a statutory right, consumer protection, data-protection right or other protection that cannot lawfully be excluded or restricted.
If a provision of these Terms is found to be unlawful, invalid or unenforceable, that provision shall be treated as limited or severed to the minimum extent necessary, where legally permitted. The remaining provisions shall continue to apply to the extent that they can operate lawfully.
These Terms, together with applicable written agreements and schedules, form part of the contractual framework for the relevant Black Earth service. No provision shall be interpreted as transferring ownership of land, personal data, carbon credits or other rights unless the applicable agreement clearly establishes that transfer and the transfer is legally valid.
For purposes of these Terms and Conditions, the words and expressions set out below shall have the meanings assigned to them unless the context requires otherwise. These definitions shall apply to the main Terms, schedules, operational procedures and related project documents, except where a separate agreement expressly provides a different meaning for a particular project.
Unless the context requires otherwise:
A particular project may require additional definitions because of its technology, funding arrangement, carbon-crediting standard, payment model or operational design.
Any additional definitions shall be recorded in the relevant project agreement, schedule or procedure. Such definitions shall apply only within their stated scope and shall not override mandatory legal requirements.
The use of a defined term in these Terms does not, by itself, transfer land ownership, farm-use rights, intellectual property, personal data ownership, carbon rights or ownership of carbon credits.
Any transfer, assignment, authorisation or allocation of such rights must be established through an applicable agreement or other legally valid instrument, with any required consent and formalities completed.
Registration is the initial process through which a farmer applies to participate in a Black Earth programme, including the Soil Organic Carbon (SOC) Programme, biochar distribution activities, regenerative agriculture initiatives or other approved agricultural and environmental projects.
Registration enables Black Earth to establish the identity of the applicant, assess eligibility, identify the relevant farm, maintain project records and determine whether the applicant meets the requirements of the specific programme.
Registration alone does not guarantee admission into a project, payment of incentives, allocation of biochar, acceptance by an offtaker, carbon-credit issuance or entitlement to carbon revenue.
To qualify for participation, an applicant must meet the eligibility criteria applicable to the relevant project. Depending on the project, these may include:
Eligibility requirements must be communicated in a manner appropriate to the project. Black Earth may apply reasonable, objective and consistently administered criteria, subject to applicable law.
An applicant may be required to provide the following information, where relevant and necessary:
Black Earth shall seek information that is relevant and reasonably necessary for the stated purpose. Personal data shall be handled in accordance with applicable data-protection law and the relevant privacy notice.
Applicants must ensure that the information submitted during registration is accurate, complete and not misleading to the best of their knowledge.
A farmer must not knowingly provide another person’s identity details, register a farm without the necessary authority, falsify farm measurements or submit photographs or records intended to misrepresent eligibility or participation.
Where an applicant discovers an error in submitted information, the applicant should notify Black Earth promptly and request a correction.
Black Earth may request clarification or supporting evidence where information is incomplete, inconsistent or reasonably requires confirmation. Any correction should be recorded in the relevant system or project file to maintain an appropriate audit trail.
Black Earth may review an application to determine whether the applicant and proposed farm satisfy the applicable requirements.
The review may include checking identification information, confirming the farm location, assessing supporting documents, reviewing existing project records and arranging a field visit where appropriate.
An application may be:
Where practicable, applicants should be informed of the outcome and any additional action required. Decisions should be based on relevant project criteria and should not be arbitrary or discriminatory.
Each participating farm must be identifiable within the applicable project records.
Black Earth may use a unique farmer identification number, farm identification number, digital record or other suitable identifier to distinguish participants and their farms.
Before creating a new record, authorised personnel may check whether the same farmer or farm already exists in the system. Where duplicate records are identified, Black Earth may review and consolidate or correct them, provided that the process preserves relevant information and does not improperly remove a valid participant’s rights or records.
A farmer must not intentionally register the same farm more than once to obtain duplicate benefits, payments, biochar allocations or project credits.
Where multiple family members, co-owners, tenants or farmers lawfully operate on the same land, their participation shall be assessed according to the applicable project rules and the rights of the persons concerned. A shared geographical location shall not, by itself, establish that two registrations are fraudulent.
Registration does not establish that a farmer owns the land entered into the project records.
Applicants must disclose the nature of their authority to use the proposed farm when that information is relevant to participation. Where the project requires permission from a landowner, co-owner, tenant, community body or other rights holder, the necessary permission must be obtained before the affected activities begin.
Black Earth may request reasonable evidence of land-use authority where necessary for project integrity, monitoring or compliance. Such checks must be proportionate to the purpose and must respect applicable legal rights.
Where ownership, boundaries, tenancy or authority to participate is disputed, Black Earth may pause activities affecting the disputed rights while seeking clarification. It shall not determine a land dispute conclusively where that determination falls within the authority of a competent court or other legally authorised body.
Where required, an approved farmer must complete the relevant farmer participation agreement before participating in project activities.
The agreement should explain, as applicable, the nature of the project, farmer responsibilities, monitoring arrangements, the use of farm information, payment conditions, carbon-rights arrangements, project duration and procedures for withdrawal or termination.
Farmers should be given a reasonable opportunity to understand the relevant obligations and ask questions before accepting them.
Consent to participate in a project shall not automatically constitute consent to unrelated marketing, publicity or other uses of personal data. Any separate consent required by law shall be obtained appropriately.
Acceptance into the SOC Programme or another Black Earth project does not automatically guarantee that a farmer will receive a payment or that the project will generate or issue carbon credits.
Payments may depend on the applicable agreement, verified activities, project performance, eligibility criteria, available funding, approved payment calculations and other expressly stated conditions.
Carbon-credit issuance may depend on project design, methodology requirements, monitoring results, independent verification and approval by the relevant carbon-crediting programme or registry.
Any payment commitment or revenue-sharing entitlement must be set out in the relevant written agreement or payment schedule. Black Earth shall not treat an illustrative estimate as a guaranteed payment unless it has expressly undertaken that obligation.
A farmer must notify Black Earth when material registration information changes, including contact details, payment details, farm-use authority or other information affecting participation.
Requests to update farm boundaries, geographical coordinates or designated monitoring points may require review to prevent accidental changes, duplicate records or inaccurate project reporting.
Where an update affects eligibility, payment calculations, verification or carbon accounting, Black Earth may request supporting information and record the reason for the change.
Changes shall not be used to conceal previous activities, falsify project records or claim benefits that the farmer is not entitled to receive.
An application may be rejected, or an existing registration may be temporarily suspended, where there is a reasonable and documented basis, including:
Except where immediate action is reasonably necessary to protect people, funds, project integrity, personal data or legal compliance, the affected participant should be informed of the issue and given a reasonable opportunity to respond or correct the problem.
Any suspension or rejection must be proportionate to the circumstances. Where appropriate, the participant may request an internal review under the complaints and appeals procedure.
A rejection or suspension shall not automatically cancel payments already earned or other accrued contractual rights, except where a lawful basis for withholding, adjustment or recovery exists.
A farmer may request to withdraw an application before approval or to leave a project in accordance with the applicable participation agreement.
Withdrawal may require reasonable administrative steps to close the record, reconcile outstanding obligations, safeguard project documentation and determine whether any monitoring or reporting duties continue under a valid agreement.
Withdrawal does not automatically entitle a farmer to a payment that has not been earned under the applicable payment rules. Equally, it does not automatically extinguish a payment or other right that has already accrued.
Where a project has specific duration, permanence, monitoring or carbon-accounting commitments, the consequences of withdrawal shall be governed by the relevant agreement and applicable law. These obligations should be explained to the farmer before the farmer accepts them.
Registration records shall be accessed only by persons authorised for legitimate operational, contractual, verification or legal purposes.
Black Earth shall take appropriate measures to maintain the accuracy, integrity and security of registration information and shall address correction requests in accordance with applicable data-protection requirements.
Information may be shared with authorised project partners, service providers, verification bodies, offtakers or relevant authorities where there is a lawful basis and the sharing is necessary for the stated purpose.
The collection, use, retention and sharing of personal data shall be governed by the applicable privacy notice and data-protection provisions of these Terms.
A farmer, field officer, contractor or other participant must not represent that they have authority to approve farmers, guarantee carbon credits, promise payments, alter official project records or bind Black Earth contractually unless that authority has been expressly granted.
Any approval, payment commitment, eligibility decision or change to a material project term must be made or confirmed by an authorised person through the approved process.
All registration and enrolment activities shall be conducted in accordance with applicable Kenyan law, including relevant requirements concerning contracts, land rights, consumer protection and personal-data protection.
Where a project operates under a recognised carbon-crediting standard or other applicable framework, additional eligibility and documentation requirements may apply. Such requirements should be identified in the relevant project documentation and communicated to affected participants.
This Part establishes the requirements governing farm identification, geographical mapping, zoning, photographic evidence, timestamping and the maintenance of farm records within the Black Earth digital platform and related project systems.
The purpose of these requirements is to maintain accurate farm records, prevent duplicate or misleading field evidence, support authorised project monitoring, improve accountability among field officers and protect the integrity of Soil Organic Carbon (SOC) and other agricultural or carbon-removal projects.
All farmers, field officers, contractors, administrators and other authorised persons participating in farm mapping or verification activities must comply with these requirements and any applicable project-specific procedures.
Each farm participating in a Black Earth project must be identifiable through an approved farm record in the relevant system.
The mapping process may include recording the farmer’s identification reference, farm identification number, geographical coordinates, farm boundaries, designated monitoring point, zoning information and other information reasonably necessary for the relevant project.
Each farm record should be linked to the correct farmer and should be distinguishable from other farms within the system.
Field officers must take reasonable steps to ensure that the recorded coordinates correspond to the actual farm or approved monitoring location. A location must not be recorded against a farmer merely because it is nearby or convenient to access.
Where farm boundaries or locations are uncertain, disputed or inaccessible, the issue must be referred for review rather than resolved by entering knowingly inaccurate information.
Where a farm is divided into zones for project administration, monitoring or verification, each zone must be identifiable in the Black Earth system.
Unless an approved project procedure expressly requires otherwise, only one active, approved mapping point shall be recorded for each farm zone. The system shall display one visible dot representing that approved point on the relevant farm map.
The designated point must be linked to the correct farm and zone. It must not be duplicated merely to increase the number of recorded activities, create additional claims or generate duplicate payment eligibility.
Where a point has been recorded incorrectly, an authorised user may request or carry out a correction in accordance with the platform’s permissions. The correction must preserve an appropriate record of the previous point, the replacement point, the reason for the change and the person responsible for the change.
Where a project genuinely requires additional monitoring points, the exception must be documented and authorised under the applicable project procedure. The one-point rule shall otherwise remain the default.
A timestamp must not be taken or submitted through the authorised farm timestamping workflow for a farmer or farm that has not been formally forwarded to the relevant offtaker.
Before enabling timestamping, the system should confirm that the relevant farmer or farm record has reached the required forwarded status.
The forwarded status must be recorded in the platform or another approved system and should identify the relevant submission or reference where available.
If the farmer has not been forwarded, the timestamping function must remain unavailable for that record. The user should receive a clear message explaining that the farmer must first be forwarded to the offtaker.
A field officer must not bypass this requirement by changing a status without authority, creating a duplicate record, using another farmer’s record or submitting photographs under an unrelated farm identification number.
Forwarding a farmer to an offtaker does not automatically mean that the offtaker has accepted the farmer, approved the farm or authorised a payment. Any subsequent acceptance, verification or approval must be recorded separately where required.
Every photograph captured as timestamp evidence under the applicable Black Earth workflow must display its date and time directly on the photograph itself.
The date and time must be visible within the image and must not appear only beneath the photograph, in a caption, in a separate description, or elsewhere on the screen.
The timestamp should be legible and positioned so that it does not unnecessarily obscure the farm, relevant agricultural activity or other evidence being documented.
Where appropriate, the timestamp should include the date, time and applicable time zone. For operations conducted in Kenya, the platform should use East Africa Time (EAT, UTC+3) unless a different time zone is expressly required by the relevant project.
The system should generate or apply the timestamp through an authorised process and retain the associated original evidence or other reliable record necessary to support later review.
A user must not knowingly alter the date or time displayed on a photograph to misrepresent when the photograph was taken.
The platform should retain supporting information associated with each timestamped photograph, where available and appropriate. This may include:
The supporting record should be sufficient to help authorised reviewers establish which farm and activity the evidence relates to and whether the applicable procedure was followed.
Where technical limitations prevent immediate synchronisation, the platform should preserve the original capture information and clearly distinguish the capture time from the upload or synchronisation time. Offline records must not be allowed to create a false impression that a photograph was captured at a different time.
Where GPS functionality is available and required, the platform should capture or record the geographical location associated with the approved farm point or timestamped evidence.
Users must make reasonable efforts to ensure that location services are enabled and that the recorded coordinates correspond to the actual location being documented.
If GPS information is unavailable, inaccurate or inconsistent with the farm record, the user must follow the approved correction or exception procedure. A user must not manually substitute unrelated coordinates to make an activity appear to have taken place at a different farm.
The system may flag unusual distances, repeated coordinates, conflicting farm records or other indicators requiring review. Such indicators should trigger an appropriate assessment rather than automatically establish fraud without considering the available evidence.
Farm bag verification shall not be a mandatory step in the farm mapping and timestamping workflow described in this Part.
The platform should not require a user to complete a farm bag verification stage before recording an otherwise authorised farm mapping point or timestamp.
Where biochar distribution, inventory management or product delivery requires separate records, those activities may be governed by their own approved procedures. Removing farm bag verification from this workflow does not remove any distinct product-quality, stock-control, delivery or contractual obligations that lawfully apply under another process.
System administrators must ensure that obsolete farm bag verification requirements do not continue to block the authorised mapping and timestamping process.
Black Earth should maintain appropriate access controls for farm mapping, timestamping and record management. Depending on the platform’s configuration, the relevant roles may include:
A user must not access, edit, approve or delete records beyond their authorised permissions.
Administrative access must not be used to fabricate timestamps, conceal unauthorised changes, alter the forwarded status without a legitimate basis or create duplicate farm points.
Where a mapping point, photograph, timestamp or farm identification record is incorrect, the issue must be reported through the approved correction process.
The responsible authorised person should review the original record, determine the appropriate correction and record the reason for the action.
Where a duplicate point exists within a farm zone, the system should identify the approved point to retain and resolve the duplicate without unnecessarily deleting relevant historical evidence.
Where a correction may affect farmer eligibility, carbon accounting, project verification or payment calculations, the relevant supervisor or project administrator must assess the potential impact before finalising the change.
Corrections must not be used to conceal misconduct, erase valid evidence or retrospectively manufacture compliance with a project requirement.
A participant, field officer, contractor or administrator must not:
Suspected breaches may be investigated under the applicable Black Earth procedures. Any suspension, rejection, recovery of payments or other consequence must have an appropriate basis under the relevant agreement and applicable law.
Farm coordinates, photographs, farmer identification details, location histories and timestamp records may contain personal data or information capable of identifying a person or their activities.
Black Earth shall ensure that the collection, use, storage, access and sharing of such information have an appropriate lawful basis and comply with applicable data-protection requirements.
Access to farm records must be limited to authorised persons who require the information for legitimate project, operational, contractual or legal purposes.
Photographs or location information must not be used for unrelated publicity, marketing or other purposes without an appropriate lawful basis and any consent required by law.
Participants may exercise applicable rights concerning their personal data through the procedures set out in the Black Earth privacy notice and the relevant data-protection provisions.
Black Earth shall take reasonable operational measures to maintain the accuracy and reliability of its farm mapping and timestamping system.
However, GPS accuracy, device settings, connectivity, camera performance and other technical factors may affect the availability or precision of electronic records.
Where a technical failure prevents an authorised activity from being completed, the user should report the issue through the approved support channel. Any alternative recording procedure must be authorised, documented and consistent with the relevant project’s requirements.
A technical failure must not be treated automatically as evidence of misconduct where the available information reasonably supports another explanation.
Black Earth may conduct reasonable reviews of farm mapping, photographs, timestamps, zoning points and related records to assess compliance with these Terms and the applicable project procedures.
Reviews may include checking duplicate records, comparing location information, reviewing forwarded status, examining timestamp consistency and confirming whether authorised users followed the required workflow.
Where irregularities are identified, Black Earth may request clarification, correct an administrative error, refer the record for further verification or take another proportionate action permitted by the applicable agreement and law.
Records must be maintained for the period required by applicable law, contractual obligations and legitimate project verification requirements, subject to data-protection principles and applicable retention limits.
A farm mapping point, photograph or timestamp is supporting evidence only. It does not independently establish that a farmer has completed all project requirements, that a carbon removal has occurred, that a carbon credit has been issued or that a payment is due.
Eligibility for payments, project benefits or carbon-related revenue must be determined under the relevant participation agreement, approved measurement and verification procedures, and applicable payment schedule.
Where a mapping or timestamp error materially affects a project record, the issue must be assessed and corrected through the relevant process before the record is relied upon for a payment or carbon-accounting decision.
All farm mapping, photographic evidence, timestamping and related processing activities must be carried out in accordance with applicable Kenyan law and the relevant project agreements.
Nothing in this Part authorises unauthorised entry onto land, unlawful collection or disclosure of personal data, interference with another person’s property rights or the manipulation of records.
Where a project-specific procedure imposes additional requirements, those requirements shall apply within their stated scope, provided that they are consistent with applicable law and the governing agreements.
Every farmer participating in a Black Earth project, including the Soil Organic Carbon (SOC) Programme, shall comply with these Terms and Conditions, the applicable farmer participation agreement and the approved operational procedures for the relevant project.
Farmers shall provide accurate information, cooperate with authorised field officers, maintain their registered farm details and comply with applicable agricultural, environmental and project requirements.
Farmers must not knowingly submit false information, manipulate farm records, misrepresent agricultural activities or engage in conduct intended to obtain payments or project benefits to which they are not entitled.
Each farmer is responsible for ensuring that the information provided during registration and subsequent monitoring is accurate and up to date.
This may include personal identification details, contact information, farm size, geographical location, land-use authority, agricultural practices and payment information where applicable.
Farmers must notify Black Earth of material changes affecting their participation, including changes in farm ownership or use, farm boundaries, contact details or payment details.
Black Earth may request reasonable clarification or supporting documentation where necessary to maintain accurate records and satisfy project requirements.
Farmers participating in agricultural or biochar projects shall follow the agricultural practices and technical instructions applicable to their particular project.
Where biochar application is part of the approved project, farmers shall apply the product in accordance with the relevant instructions, including any applicable requirements concerning quantities, application methods, handling, storage and recordkeeping.
Farmers shall not knowingly misuse project materials or misrepresent the quantities of biochar received, applied or retained.
Where the project requires information about biomass sources, soil management, crop production, composting, residue management or other agricultural practices, farmers shall provide truthful information to the extent reasonably required.
Black Earth may provide training, guidance or technical information to support implementation. Unless expressly agreed otherwise, such guidance does not guarantee a particular crop yield, soil improvement, income level or carbon-removal result.
Farmers shall reasonably cooperate with authorised Black Earth representatives, field officers, project partners and verification personnel carrying out legitimate project activities.
Monitoring may include farm visits, farm mapping, GPS recording, photographic evidence, timestamping, agricultural practice assessments, record reviews and other approved verification procedures.
Where access to a farm is necessary, the visit must be arranged and conducted in accordance with the applicable agreement, the farmer’s lawful rights and any required notice or consent.
Farmers must not knowingly obstruct legitimate monitoring activities, falsify evidence or prevent authorised personnel from performing agreed project responsibilities.
Where a farmer cannot attend a scheduled visit or a farm is temporarily inaccessible, the farmer should notify the relevant project representative so that an appropriate alternative arrangement may be considered.
Farmers shall cooperate with the approved farm mapping and zoning process to ensure that each participating farm is correctly identified in the Black Earth system.
Where the applicable procedure requires one approved mapping point per farm zone, farmers must not knowingly encourage or facilitate duplicate points intended to obtain improper benefits.
Under the approved timestamping workflow, timestamp evidence may only be captured after the relevant farmer or farm has been formally forwarded to the designated offtaker.
The date and time must appear directly on the photograph itself where the timestamping procedure requires this. Photographs, coordinates and other records must not be knowingly altered or submitted to misrepresent the location, date, time or activity documented.
Farmers must cooperate with reasonable requests to correct inaccurate farm records. Any correction affecting eligibility, verification or payments shall be handled under the applicable review procedure.
Farm bag verification shall not be a mandatory step in the farm mapping and timestamping workflow described in Part 4. Separate product distribution or inventory requirements may apply under an appropriate procedure.
A farmer participating in a Black Earth project shall pay the applicable farm data storage fee where that fee forms part of the farmer’s disclosed participation terms.
The fee is intended to contribute towards the administration, storage, maintenance and retrieval of relevant farm records within Black Earth’s authorised systems. These records may include farm profiles, geographical coordinates, zoning information, timestamped photographs, agricultural records and project monitoring evidence.
The applicable fee shall be determined according to the farmer’s recorded and accepted farm size category, using the official Data Storage Fee Schedule communicated by Black Earth.
Before the fee becomes payable, Black Earth shall inform the farmer of:
No undisclosed data storage fee shall be imposed retrospectively. The fee shall not be increased for an individual farmer without a valid basis under the applicable schedule or agreement.
Farm size shall be determined through the approved mapping, measurement or documentation procedure applicable to the project.
Black Earth may use recorded farm boundaries, GPS coordinates, verified measurements or other reasonable evidence to determine the appropriate category.
Where a farmer disputes the recorded size or the category assigned, the farmer may request a review and provide supporting information. Black Earth shall review the available evidence and correct any confirmed error.
The division of a farm into zones or the use of multiple monitoring points shall not, by itself, justify charging additional fees unless the published schedule expressly provides for that calculation.
Where a farmer registers multiple farms, the fee shall be calculated according to the disclosed schedule, which must clarify whether charges apply separately to each farm or to the farmer’s combined registered area.
The specific farm size categories, applicable fee amounts and payment frequency shall be set out in the official Data Storage Fee Schedule forming part of the relevant project documentation.
Farmers subject to a data storage fee shall pay the correct amount through the official payment channels designated by Black Earth.
A farmer should retain the payment confirmation or transaction reference. Black Earth shall maintain appropriate records of payments received and provide confirmation or a receipt in accordance with its payment procedures.
No field officer, contractor or other representative may demand an unofficial payment or collect money outside the authorised process.
Where a payment is made to an authorised third party, the farmer must follow the official instructions communicated by Black Earth.
Payment of the data storage fee does not automatically establish eligibility for carbon credits, carbon revenue, project incentives or any other benefit. Those matters remain subject to the relevant participation agreement and verification requirements.
Where a farmer fails to pay an applicable fee by the specified deadline, Black Earth may issue a reminder and provide a reasonable opportunity to settle the outstanding amount or raise a dispute.
If the amount remains unpaid, Black Earth may take proportionate action permitted by the applicable agreement, including restricting non-essential storage-related services or placing the relevant account under review.
Before restricting access to important farm records, Black Earth shall consider the farmer’s contractual rights, the purpose of the records, outstanding project obligations and applicable law.
Non-payment shall not automatically authorise the deletion of essential records, destruction of verification evidence, withholding of money already earned or cancellation of accrued rights without a lawful and clearly established basis.
Where a farmer disputes a charge, the farmer may request an explanation and review under the applicable complaints procedure.
Payment of a data storage fee does not transfer ownership of Black Earth’s software, databases or intellectual property to the farmer. It also does not grant Black Earth unrestricted rights over the farmer’s personal data.
Black Earth shall process farm records and personal data in accordance with applicable data-protection law, its privacy notice and the relevant project agreements.
Access to farm records shall be restricted to authorised persons who require the information for legitimate operational, contractual, monitoring, verification or legal purposes.
Farm information shall be retained for an appropriate period, taking account of project verification, legal requirements, contractual obligations and applicable data-protection principles.
Farmers may exercise their applicable personal-data rights through the procedures communicated in the relevant privacy notice.
Farmers shall provide relevant information and supporting evidence reasonably required to administer and monitor their participation.
Where the project requires records of biochar application, agricultural practices, biomass use or other activities, farmers shall cooperate with the prescribed recordkeeping process.
Farmers must not knowingly falsify records, submit fabricated photographs or conceal material information relevant to project compliance.
Black Earth shall maintain appropriate controls over records submitted through its systems and shall provide a procedure for reporting and correcting errors.
Black Earth may arrange reasonable monitoring, verification or audit activities to establish whether a farmer continues to meet the applicable project requirements.
Such activities may include reviewing farm records, checking mapped locations, examining timestamped photographs, confirming reported agricultural practices and assessing compliance with the relevant project procedures.
Where an inconsistency is identified, the farmer may be asked to provide clarification or supporting evidence.
An irregularity shall be assessed on the available evidence. A suspected discrepancy shall not automatically be treated as proof of fraud without a reasonable assessment of the circumstances.
Where corrective action is necessary, Black Earth may require the farmer to correct a record, repeat an activity or provide further information, provided the requirement is consistent with the applicable agreement and law.
Where a farmer materially breaches these obligations, Black Earth may initiate a review and, where justified, suspend or terminate participation in accordance with the applicable agreement.
Grounds may include deliberate falsification of farm records, fraudulent claims, repeated refusal to comply with legitimate monitoring requirements, unauthorised manipulation of the digital system or persistent failure to meet an applicable contractual payment obligation.
Except where immediate action is reasonably necessary to protect people, data, funds or project integrity, the farmer should receive notice of the issue and a reasonable opportunity to respond or remedy the breach.
Any action must be proportionate to the circumstances and consistent with applicable law. Accrued payment rights and other existing contractual entitlements shall be addressed under the applicable agreement and shall not automatically be forfeited merely because participation is suspended or terminated.
Farmers may raise concerns regarding farm size classification, mapping errors, data storage fees, payment records, monitoring decisions or other matters arising under this Part.
A complaint should identify the farmer or farm, describe the issue and include any relevant supporting information.
Black Earth shall review complaints through its designated procedure and communicate the outcome within a reasonable period.
Where an error is confirmed, Black Earth shall make the appropriate correction, adjustment or other remedy in accordance with the applicable agreement and law.
Compliance with these obligations and payment of a data storage fee do not guarantee a specific income, crop yield, carbon-removal quantity, carbon-credit issuance or carbon-revenue payment.
Any farmer payment or project benefit shall be determined under the applicable written agreement, approved verification procedure and payment schedule.
Carbon revenue shall be distributed only in accordance with the applicable contractual arrangements and any relevant legal or programme requirements.
All farmer obligations, agricultural practices, monitoring activities, data storage charges and related procedures shall be administered in accordance with applicable Kenyan law and the relevant project agreements.
Black Earth shall communicate material requirements clearly and administer them fairly, consistently and transparently.
This Part governs the calculation, approval, recording and payment of amounts payable to eligible farmers participating in the Black Earth programme operated by FARMID AFRICA (the “Company”). It also establishes the principles governing farmer incentives, project-related earnings, carbon revenue, benefit-sharing and payment disputes.
All payments shall be subject to the applicable participation agreement, approved project procedures, the relevant payment schedule and applicable law in the Republic of Kenya. Where a specific payment rate, formula, eligibility threshold or benefit-sharing percentage has not been published or agreed in writing, no such amount or percentage shall be implied by these Terms.
A farmer may qualify for a payment, incentive or other benefit only where the applicable programme requirements have been satisfied. Depending on the relevant payment category, these requirements may include:
The Company shall communicate any additional eligibility requirements applicable to a particular payment. Registration, farm mapping, zoning or participation in the programme does not, by itself, guarantee payment.
Farmer earnings shall be calculated using the applicable approved payment formula and the records maintained by the Company. The formula may take into account verified farm size, eligible activities, accepted evidence, approved programme rates, performance requirements or other criteria disclosed to the farmer.
Where earnings vary according to project conditions, seasonal performance, agricultural activities or other measurable factors, the Company shall establish and communicate the applicable calculation method before applying it to determine payments.
The Company may display estimated and approved earnings through a digital platform, dashboard, graph or other reporting tool. Any graph shall clearly distinguish estimated earnings from approved, payable and completed payments. A displayed estimate shall not constitute a confirmed payment obligation until the relevant conditions have been met and the amount approved.
No payment shall be reduced, increased or withheld on the basis of an undisclosed formula. Any material change to the payment methodology shall be communicated to affected farmers before it takes effect, subject to applicable law and existing contractual commitments.
Where the programme uses variable or performance-based earnings, the applicable factors and calculation method shall be set out in a written payment schedule or programme notice.
If rainfall, weather conditions, agricultural performance, biochar availability or other seasonal factors affect farmer earnings, the Company shall identify the relevant factor, explain how it affects the calculation and maintain supporting records.
Rainfall or dry-season conditions shall not automatically entitle a farmer to a higher or lower payment unless the approved payment formula expressly provides for that adjustment. Any weather-linked calculation shall be based on defined criteria, reliable records and a consistently applied methodology.
The Company shall not represent projected, simulated or illustrative earnings as guaranteed income. Historical earnings and graphical projections are informational unless expressly confirmed as payable under the applicable agreement.
The Black Earth programme may support biochar production and application, sustainable biomass management, soil improvement, greenhouse-gas removal or other climate-related activities. These activities may contribute to a carbon removal project where applicable technical, monitoring, reporting and verification requirements are satisfied.
Carbon removal activities do not automatically generate issued carbon credits or revenue. Carbon credits may depend on the applicable methodology, project eligibility, independent validation or verification, registry requirements, issuance decisions and market conditions.
The Company shall maintain records of relevant carbon project activities and, where applicable, carbon credits issued, transferred, sold or retired. The Company shall not describe unverified removals, projected credits or pending applications as issued carbon credits.
Where the Company establishes a farmer benefit-sharing arrangement for carbon revenue or other project income, the arrangement shall be documented in a written agreement or approved benefit-sharing schedule.
The schedule shall, where applicable, identify:
No particular percentage of carbon revenue or project income is promised under this Part unless that percentage has been expressly agreed in writing. Participation in the programme shall not, by itself, transfer ownership of carbon credits, carbon rights or other intellectual property to the Company or the farmer. Such rights shall be determined by applicable law and the relevant written agreements.
Before processing a payment, the Company may conduct reasonable checks to confirm the farmer’s identity, eligibility, approved activities, payment instructions and supporting records.
Payments shall be processed using the payment method communicated or agreed with the farmer. The farmer is responsible for providing accurate payment details and promptly notifying the Company of any changes.
The Company shall maintain appropriate payment records, including the amount approved, the payment date, the relevant payment category, the recipient and the transaction reference where available.
A payment shall be treated as completed when the relevant payment provider or financial institution confirms successful transfer, subject to any applicable correction or reversal procedures.
Where practicable, the Company shall provide a payment statement, digital record, receipt or other reasonable confirmation showing the amount approved or paid and the applicable payment category.
Where a payment is adjusted, delayed, rejected or placed under review, the Company shall provide an explanation to the extent permitted by law and consistent with legitimate fraud-prevention, privacy and security requirements.
Farmers may request clarification of their payment records through the official support channels identified in these Terms. The Company shall review reasonable enquiries and correct verified errors within a reasonable period.
Payments may be delayed by verification requirements, incomplete information, technical failures, payment-provider interruptions, suspected fraud, legal restrictions or other legitimate causes.
Where a transaction fails, the Company shall take reasonable steps to determine the cause and, where appropriate, arrange a corrected payment. The farmer may be required to provide updated information or additional evidence.
Where an error results in an underpayment, the Company shall assess the records and arrange any confirmed correction in accordance with the applicable payment procedure. Where an overpayment is identified, the Company shall notify the affected farmer and explain the proposed correction or recovery process, subject to applicable law and the farmer’s contractual rights.
No deduction or recovery shall be made contrary to applicable law or an enforceable contractual arrangement.
Taxes, transaction charges and other deductions shall be handled in accordance with applicable Kenyan law and the relevant payment agreement.
The Company shall disclose any deduction it is entitled to apply where disclosure is required by law or the applicable agreement. No additional administrative charge, project fee or deduction shall be imposed on a farmer solely by implication from these Terms.
Each party shall be responsible for its own tax obligations unless applicable law or a written agreement provides otherwise.
The Company may temporarily suspend a payment where there are reasonable grounds to suspect duplicate claims, falsified evidence, manipulated timestamps, inaccurate farm records, unauthorized account changes or other material irregularities.
Where appropriate and legally permissible, the Company shall review the matter, preserve relevant evidence and give the affected farmer an opportunity to clarify the records before making a final decision.
A suspension shall be limited to what is reasonably necessary to investigate the issue. It shall not automatically establish that the farmer has committed fraud or permanently forfeit an otherwise valid payment.
Where misconduct is established, the Company may apply proportionate measures permitted by the participation agreement and applicable law, including rejection of an invalid claim, recovery of an unlawful payment or suspension from the programme.
A farmer who disputes a payment calculation, eligibility decision, deduction or benefit-sharing determination may submit a complaint through the Company’s official support channel.
The complaint should, where possible, identify the farmer’s registration details, the disputed payment, the relevant period and any supporting evidence.
The Company shall review the available records and communicate its decision within a reasonable period. If the farmer remains dissatisfied, the matter may be escalated through the dispute-resolution process provided in these Terms or the applicable participation agreement.
Nothing in this Part limits any statutory right or remedy available to a farmer under Kenyan law.
The Company shall maintain appropriate records relating to farmer eligibility, approved activities, earnings, payment transactions and carbon project benefits for legitimate programme, financial, audit and legal purposes.
Personal and financial information shall be collected, used, stored and disclosed in accordance with applicable data-protection law and the relevant privacy provisions of these Terms.
Access to payment records shall be restricted to authorized persons and service providers who require the information for legitimate programme or payment purposes, subject to applicable law.
Unless expressly stated in a separate written agreement, the Company does not guarantee that a farmer will receive a fixed income, a minimum payment, a particular carbon revenue share or a payment on a particular date regardless of eligibility and project performance.
Any benefit that has been expressly agreed, earned and become payable shall be handled in accordance with the applicable agreement and law. This clause shall not be interpreted as permitting the Company to disregard an existing payment obligation.
The Company shall maintain a written payment schedule identifying the applicable rates, formulas, eligibility criteria, payment frequency, authorized deductions and benefit-sharing arrangements, as relevant to each programme.
The schedule shall be made available to affected farmers through an appropriate communication channel. Material amendments shall be communicated before taking effect, except where an immediate change is required by law or to address a genuine security or compliance risk.
Any amendment shall be consistent with existing contractual commitments and applicable law. Where a farmer’s express consent is legally required, the Company shall obtain that consent before implementing the relevant change.
This Part shall be interpreted in accordance with the laws of the Republic of Kenya. Any dispute shall be handled under the dispute-resolution and jurisdiction provisions contained in these Terms and subject to applicable Kenyan law.
This Part governs the collection, processing, storage, use, sharing, retention and protection of personal data and project records generated through the Black Earth programme operated by FARMID AFRICA (the “Company”).
The Company may use digital systems to register farmers, identify farms, record GPS coordinates, map farm zones, capture photographs, apply timestamps, monitor project activities, calculate eligible payments and maintain records relating to biochar and carbon removal activities.
All personal data shall be handled in accordance with applicable laws of the Republic of Kenya, including the Data Protection Act, 2019, and applicable regulations. Where these Terms conflict with mandatory legal requirements, the applicable legal requirements shall prevail.
Depending on the farmer’s participation and the services provided, the Company may collect and process the following categories of information:
The Company shall seek to limit collection to information that is relevant and necessary for specified, lawful purposes.
The Company may process personal data for the following legitimate purposes, subject to applicable law and the relevant lawful basis:
The Company shall not use personal data for unrelated purposes without an appropriate lawful basis and, where required, informing the affected individual or obtaining consent.
The Company shall identify an appropriate lawful basis for each relevant processing activity. Depending on the circumstances, this may include performance of a contract, compliance with a legal obligation, legitimate interests assessed in accordance with applicable law, consent or another lawful basis recognized under Kenyan law.
Where consent is relied upon, it shall be obtained in a manner that satisfies applicable legal requirements. Consent requests shall identify the relevant purpose and shall not be combined with unrelated purposes in a misleading manner.
A farmer’s refusal to consent to optional processing shall not automatically result in exclusion from the programme where that processing is not necessary for participation and no other lawful basis applies. Where particular information is genuinely required for a specific programme activity, the Company shall explain the requirement and the consequences of not providing it.
Subject to applicable law and any lawful limitations, farmers and other data subjects may have the right to:
Requests shall be submitted through the Company’s official support channel. The Company may take reasonable steps to verify the identity and authority of the person making a request before disclosing or changing records.
Where the Company cannot fully comply with a request because of a legal obligation, an ongoing dispute, audit requirements or another lawful reason, it shall explain the position to the extent required by law.
GPS coordinates and farm mapping records may be used to identify farms, support zoning, prevent duplicate records, verify eligible activities and maintain the integrity of project documentation.
The Company shall apply reasonable controls to prevent unauthorized alteration, duplication or misuse of farm coordinates.
A mapped point shall not automatically establish ownership of land, legal boundaries, exclusive rights over a farm or entitlement to carbon revenue. Any such rights shall be determined by the relevant legal documents and applicable law.
Where a coordinate or farm-zone record is corrected, the system should preserve an appropriate audit trail showing the previous record, the corrected record, the reason for correction, the date and time, and the authorized person responsible.
Access to detailed farm coordinates shall be limited to persons and service providers who require the information for authorized programme purposes, subject to applicable law.
Photographs and timestamp records may be used to document farm conditions, eligible activities, monitoring visits and programme implementation.
Where the programme requires a timestamp, the date and time shall be displayed directly on the photograph itself rather than appearing only in a caption or separate text field. Associated metadata may also be retained where technically available and appropriate.
The system shall enforce the applicable workflow rule that a timestamp cannot be captured or submitted through the designated process until the farmer or farm has been formally forwarded to the relevant offtaker and that status has been recorded.
The Company shall take reasonable measures to identify unauthorized editing, duplicate evidence, inconsistent timestamps and other indicators of unreliable records. Authorized corrections shall be documented rather than silently replacing the original evidence.
The programme shall not require farm bag verification as a mandatory mapping or timestamping step unless a separate lawful and properly communicated programme requirement is introduced.
Photographs may contain identifiable people, private property or other personal information. The Company shall limit collection and disclosure to what is reasonably necessary for the stated purpose and shall establish appropriate safeguards for images that reveal information about individuals.
The Company shall retain personal data and project records only for as long as reasonably necessary for the purpose for which they were collected, subject to applicable legal, contractual, financial, audit and project-verification requirements.
Different categories of records may have different retention periods. For example, payment records may need to be retained for accounting or legal purposes, while temporary technical records may require a shorter retention period.
When personal data is no longer required and no lawful retention obligation applies, the Company shall securely delete, anonymize or otherwise dispose of the information in accordance with its retention procedures.
The Company shall maintain reasonable controls over stored records, including access restrictions, backup procedures and measures intended to prevent accidental loss or unauthorized disclosure.
Any fee charged to a farmer for data storage or related programme administration shall be governed by the applicable written fee schedule and the provisions of Part 5 of these Terms.
The Company shall disclose the relevant fee category, calculation basis, amount, payment frequency and applicable conditions before the fee becomes payable.
A data storage fee shall not, by itself, authorize the Company to use personal data for additional purposes or remove the farmer’s rights under applicable law.
The Company shall not impose an undisclosed or unauthorized storage fee, or apply a retroactive charge, except where expressly permitted by applicable law and an enforceable agreement.
The Company may share personal data with authorized parties where necessary for a disclosed and lawful purpose. These parties may include:
The Company shall take reasonable steps to ensure that recipients receive only the information necessary for their authorized role. Where required by law, appropriate data-processing agreements, confidentiality obligations or other safeguards shall be put in place.
The Company shall not sell farmers’ personal data merely because they have registered for or participated in the programme.
Where personal data is transferred outside Kenya, the Company shall comply with applicable Kenyan data-protection requirements governing international transfers.
Depending on the circumstances, this may require an appropriate legal basis, adequate safeguards, contractual protections, consent or other measures prescribed by law.
The use of an international cloud service or technology provider shall not remove the Company’s responsibility to take reasonable steps to protect personal data and ensure lawful processing.
The Company shall implement appropriate technical and organizational measures designed to protect personal data and project records against unauthorized access, alteration, loss, destruction, misuse or disclosure.
Such measures may include:
Users shall not share login credentials, bypass access restrictions, alter records without authorization or access data unrelated to their assigned responsibilities.
The Company shall review access permissions periodically and remove or amend access when a person’s role changes or authorization ends.
A suspected or confirmed personal-data breach shall be assessed and handled in accordance with applicable law and the Company’s incident-response procedures.
The Company shall take reasonable steps to contain the incident, investigate its cause, protect affected records, preserve relevant evidence and reduce the risk of further harm.
Where notification to the affected data subjects, the Office of the Data Protection Commissioner or another authority is required by law, the Company shall make the required notifications within the applicable statutory timelines.
The Company shall document material incidents and any corrective measures taken, as required by law and its internal procedures.
Farmers and authorized users shall provide accurate information, protect their account credentials, report suspected unauthorized access and avoid submitting false, manipulated or misleading records.
A farmer shall not upload another person’s identifiable photographs or personal information without an appropriate lawful basis or authority.
Field officers, contractors and other personnel shall use collected information only for authorized programme activities and shall not disclose, copy or retain it for personal or unrelated purposes.
Suspected errors, unauthorized access, incorrect farm coordinates or misuse of personal data should be reported promptly through the Company’s official support channel.
The Company shall determine and document its role under applicable data-protection law for each relevant processing activity. Where it acts as a data controller, it shall fulfil the applicable controller obligations. Where it acts as a data processor, it shall comply with the relevant contractual instructions and legal duties.
Third-party providers processing personal data on behalf of the Company shall be subject to appropriate written terms addressing confidentiality, security, permitted use, retention, deletion and assistance with data-subject requests, as required by law.
Nothing in these Terms automatically makes every offtaker, contractor, registry or service provider a data processor. The roles and responsibilities of each party shall be determined by the actual processing arrangement and applicable law.
A farmer who has concerns about the handling of personal data may contact the Company using the official support details provided in these Terms.
The Company shall review complaints in a reasonable manner and take corrective action where appropriate. A farmer may also exercise any complaint or enforcement rights available through the Office of the Data Protection Commissioner or another competent authority under Kenyan law.
The Company may update its data-protection procedures to reflect changes in law, technology, programme requirements or security risks.
Material changes affecting the purposes of processing, categories of data collected, sharing arrangements or farmer rights shall be communicated as required by applicable law. Where consent or another legal step is required before a change can take effect, the Company shall complete that step.
This Part shall be read together with the provisions on registration and eligibility, farm mapping and timestamping, farmer obligations, payment processing and dispute resolution.
If a data-processing procedure conflicts with a mandatory legal requirement, the legal requirement shall prevail. Nothing in this Part authorizes the Company or another participant to falsify evidence, bypass required approvals or use personal data unlawfully.
This Part shall be governed by the laws of the Republic of Kenya, including applicable data-protection legislation and regulations.
This Part governs access to and use of the Black Earth digital platform and any associated mobile applications, websites, dashboards, databases, field verification tools and project management systems operated by or on behalf of FARMID AFRICA (the “Company”).
The platform may be used to register farmers, manage programme participation, record farm information, map and zone farms, capture photographs and timestamps, monitor project activities, process verification records, manage offtaker workflows and maintain payment-related information.
All users shall comply with these Terms, their assigned permissions, applicable programme procedures and the laws of the Republic of Kenya.
Access to the platform may be granted to the following categories of users, depending on the operational needs of the programme:
The Company shall determine the appropriate permissions for each category of user. Access shall be limited to the functions and information necessary for the user’s assigned responsibilities.
No user shall assume that registration or access to one platform function automatically grants access to all other functions or records.
Users may be required to register an account and provide accurate identification, contact or employment information appropriate to their role.
Each user shall be responsible for maintaining the confidentiality of their login credentials and for activities carried out through their account, except where unauthorized activity results from circumstances for which the user is not responsible under applicable law.
Users shall:
The Company may require additional authentication or restrict access where necessary to protect personal data, project records or platform integrity.
The platform may assign different permissions to farmers, field officers, supervisors, administrators and offtaker representatives.
Depending on the approved system configuration:
A user’s permission to create or submit a record shall not automatically grant permission to approve that record. Where the platform supports separation of duties, the Company may require different authorized users to perform submission and approval.
No user shall grant access to another person or change permissions without appropriate authorization.
Where formal forwarding to an offtaker is a prerequisite for a farm activity, timestamping, verification or payment workflow, the platform shall recognize only the designated forwarding status recorded through the approved process.
A farmer or farm shall not be treated as formally forwarded merely because a field officer has visited the farm, collected information, created a draft record or verbally communicated with an offtaker.
The forwarding record should identify the relevant farmer or farm, the intended offtaker, the status, the date and time of the action and the authorized user responsible, where the system supports these fields.
A timestamp shall not be captured or submitted through the designated workflow before the required forwarding status has been recorded. Attempts to bypass this control may be rejected, logged or referred for review.
If forwarding is reversed, cancelled or corrected, the platform should preserve an appropriate record of the change and its authorization.
Where timestamping is required, the system shall follow the approved project procedure for capturing evidence.
The date and time shall appear directly on the photograph itself, not solely in a caption, comment, description or separate text field. Additional metadata may be stored where technically available and appropriate.
Users shall not intentionally falsify dates, times, GPS coordinates, device records or photographic evidence. They shall not reuse an old photograph as though it were newly captured evidence or manipulate an image to misrepresent a farm visit or project activity.
Where a technical error requires a correction, the correction shall be made through an authorized procedure and documented in the audit trail. Original records should be retained where reasonably necessary for verification, dispute resolution, security or legal compliance.
A timestamp or photograph is evidence of a recorded event; it does not automatically establish that every programme requirement has been met or that a payment or carbon credit is due.
The platform shall apply the programme’s approved mapping rules to maintain consistent farm records.
By default, only one active approved point or dot shall be displayed for each farm zone. An additional point shall be created or activated only where an authorized exception is permitted by the project rules and the reason is recorded.
Users shall not create duplicate points to generate additional claims, duplicate a farm, bypass verification requirements or obtain an unauthorized payment or benefit.
Where a farm zone has been incorrectly mapped, an authorized user may correct the record through the approved process. The system should preserve the relevant history, including the original point, the corrected point, the reason for the change, the date and time, and the identity of the responsible user.
A mapping point is an operational record and shall not, by itself, establish land ownership, a legal boundary or an exclusive right to carbon revenue.
Farm bag verification shall not be a mandatory step in the standard farm mapping and timestamping workflow.
The Company shall not reject an otherwise valid mapping or timestamp submission solely because farm bag verification has not been completed, where the applicable workflow does not require that step.
If a separate programme later introduces a farm bag verification requirement for a specific purpose, the requirement shall be formally approved, documented and communicated before it is enforced. Any such change shall remain subject to the applicable participation agreement and these Terms.
Users shall not, directly or indirectly:
The Company may maintain system logs recording material actions, including account access, farm registration, mapping changes, timestamp submissions, forwarding status, approvals, rejections, payment-related changes and permission updates.
Where technically feasible, material changes should record the user responsible, date and time, previous value, updated value and reason for the change.
Audit logs may be used for operational monitoring, quality control, investigations, payment disputes, fraud prevention, legal compliance and authorized project verification.
Access to audit logs shall be restricted to authorized personnel. The Company shall take reasonable measures to prevent unauthorized alteration or deletion of material logs and shall retain them in accordance with applicable retention requirements.
The platform may use automated validation rules to detect incomplete information, missing approvals, duplicate records, invalid workflow sequences or inconsistent data.
A system rejection or warning should, where practicable, identify the issue and provide guidance on the corrective action required.
Automated checks may assist in decision-making but shall not be treated as conclusive proof of fraud or misconduct without appropriate assessment where the circumstances require further review.
Users shall not intentionally bypass system controls because a submission has been rejected. If a legitimate record cannot be submitted due to a technical fault, the user should report the problem through the approved support process.
The Company may monitor platform activity to the extent reasonably necessary for system security, programme administration, verification, audit and compliance with applicable law.
Where there are reasonable grounds to suspect fraud, unauthorized access, data manipulation or a serious breach of these Terms, the Company may conduct an investigation.
The investigation may include reviewing audit logs, comparing farm records, checking supporting evidence, interviewing relevant personnel and seeking clarification from the affected farmer or user.
Investigations shall be conducted in a manner consistent with applicable law, contractual obligations, data-protection requirements and the need to preserve relevant evidence.
The Company may temporarily restrict or suspend an account, function or transaction where reasonably necessary to:
Where practicable and legally permissible, the affected user shall be informed of the reason for the restriction and the steps required to resolve the issue.
A temporary suspension shall be limited to what is reasonably necessary. It shall not automatically establish wrongdoing or permanently remove an otherwise valid entitlement to payment.
The Company may terminate or revoke a user’s platform access where the user’s authorization ends, the user no longer requires access, the account is compromised or there are lawful and reasonable grounds to terminate access.
In cases involving serious misconduct, repeated unauthorized activity or a significant security risk, access may be withdrawn immediately where necessary, subject to applicable law and any required review.
Where appropriate, the Company may preserve records needed for audits, disputes, legal compliance or investigations after access has been terminated.
Termination of platform access shall not automatically extinguish accrued contractual rights or lawful payment entitlements.
A user who disputes a suspension, rejected submission, corrected record or other material platform decision may submit a written request for review through the Company’s official support channel.
The request should identify the relevant account, farm, record or transaction and explain the grounds for the challenge. Supporting evidence may be provided where available.
The Company shall review the available information and communicate its decision within a reasonable period. Where an error is confirmed, the Company shall take appropriate corrective action.
Nothing in this clause limits any statutory right or remedy available under Kenyan law.
The Company shall take reasonable steps to maintain the availability and security of the platform but does not guarantee uninterrupted access or error-free operation.
Access may be interrupted by maintenance, connectivity problems, power outages, device failures, third-party service interruptions, security incidents or other circumstances beyond the Company’s reasonable control.
Users should report technical issues promptly and avoid creating duplicate submissions simply because a previous submission appears delayed. Where necessary, the Company may use approved recovery and reconciliation procedures to restore accurate records.
Technical limitations shall not authorize a user to falsify evidence or bypass mandatory approval controls.
Unless otherwise agreed in writing or required by law, the Company or its relevant licensors retain the rights they hold in the platform software, design, branding, documentation and proprietary materials.
Users receive only the limited permission necessary to use the platform for authorized programme purposes. No user may copy, sell, sublicense, reverse engineer or commercially exploit protected platform materials except as permitted by applicable law or written authorization.
Ownership and permitted use of farmer-provided information, farm photographs and project records shall be determined by applicable law, the relevant agreements and the data-protection provisions of these Terms. Submission of information does not automatically transfer all rights in that information to the Company.
The platform may depend on third-party services, including mobile networks, GPS technology, cloud hosting, payment providers and external verification systems.
Where a third-party service affects platform performance, the Company shall take reasonable steps to manage the resulting operational risks. Users shall comply with applicable third-party terms where those terms have been properly communicated and apply to their use.
Third-party involvement does not remove the Company’s obligations concerning personal data, contractual commitments or lawful programme administration.
The Company may update platform rules, security procedures, user permissions and technical workflows to improve accuracy, prevent fraud, comply with law or address operational requirements.
Material changes affecting farmer eligibility, payment entitlements, data use or other contractual rights shall be communicated in accordance with these Terms and applicable law.
No platform update shall be used to impose undisclosed charges, retroactively change an agreed payment entitlement or bypass a consent requirement imposed by law.
This Part shall be read together with the provisions on farmer registration, farm mapping and timestamping, farmer obligations, payment calculations and data protection.
Where a platform rule conflicts with a mandatory legal requirement or an enforceable contractual commitment, the applicable law or commitment shall prevail to the extent of the conflict.
This Part shall be governed by the laws of the Republic of Kenya.
This Part establishes the principles governing monitoring, reporting, verification, biochar quality assurance, greenhouse-gas removal documentation and carbon credit integrity under the Black Earth programme operated by FARMID AFRICA (the “Company”).
The programme may involve sustainable biomass management, biochar production, biochar application to agricultural land, regenerative farming practices, soil improvement and other eligible climate-related activities.
The Company shall maintain appropriate procedures for recording project activities and assessing whether they satisfy applicable programme requirements, approved methodologies, contractual obligations and relevant laws of the Republic of Kenya.
The Company may establish a monitoring, reporting and verification framework to track project implementation, farmer participation, biomass use, biochar production, biochar distribution, farm application and relevant environmental outcomes.
The framework may specify:
The Company shall communicate relevant monitoring requirements to affected participants. Requirements shall be applied consistently and in accordance with the applicable project methodology and agreements.
The Company may maintain records of farmer registration, farm size, farm zoning, GPS coordinates, biochar application, agricultural activities, monitoring visits and other information relevant to project implementation.
Where evidence is required, the Company may request photographs, timestamps, field observations, delivery records, application records or other appropriate supporting documents.
Records shall be sufficiently clear and consistent to support the purpose for which they are collected. Where an inconsistency is identified, the relevant record may be returned for clarification, corrected through an authorized procedure or referred for further review.
The existence of a farm record or photograph does not automatically establish that biochar was applied, that a specified quantity was used or that a carbon removal outcome has been achieved.
Where biomass is used for biochar production, the Company may maintain records identifying the biomass source, type, estimated or measured quantity, collection method, transport and intended use.
The programme may establish procedures to promote sustainable biomass sourcing and reduce the risk of illegal harvesting, unnecessary deforestation, ecosystem damage or competition with essential agricultural uses.
Farmers, suppliers and contractors shall provide accurate information concerning biomass supplied or used for programme activities.
Biomass shall not be represented as sustainably sourced solely because it is available or suitable for conversion. Relevant sourcing requirements shall be determined by the project design, applicable law and any applicable certification or carbon methodology.
Where biochar is produced or supplied through the programme, the Company may establish quality assurance procedures addressing feedstock suitability, production records, storage, handling, transportation and application.
Depending on the applicable methodology and intended agricultural use, relevant quality indicators may include moisture content, carbon content, stability, pH, ash content and the presence of potentially harmful contaminants.
Sampling and testing shall be undertaken where required by the project methodology, applicable standards, safety requirements or contractual arrangements.
The Company shall not represent biochar as meeting a particular quality standard or certification unless the relevant requirements have been satisfied and appropriate supporting evidence is available.
Farmers and other participants shall follow the handling and application instructions communicated for the relevant biochar product or programme.
Where farm-level biochar application forms part of an eligible project activity, the Company may record the location, date, quantity, application method and other relevant details.
The Company may use farm visits, photographic evidence, delivery records, farmer declarations or other appropriate methods to assess whether the reported activity occurred.
Where measurements are estimates rather than directly measured quantities, the records should identify the estimation method and any relevant assumptions.
The Company may reject or request clarification of records that are incomplete, inconsistent, duplicated or unsupported by sufficient evidence. Any rejection or correction shall be handled in accordance with the applicable programme procedures.
Carbon removal estimates shall be calculated using the methodology applicable to the project. Relevant factors may include the amount of biochar produced or applied, the biochar’s measured or estimated carbon content, the proportion of carbon expected to remain stable over the relevant period, production emissions, transportation emissions, application-related emissions and other required adjustments.
Where applicable, the project may also need to consider baseline conditions, leakage, uncertainty, additionality, durability and other factors prescribed by the relevant methodology.
The Company shall use appropriate data and documented assumptions when preparing carbon removal estimates. Estimates shall not be presented as independently verified results unless the required verification has been completed.
No fixed carbon removal quantity is guaranteed under these Terms. Actual results depend on the project design, available evidence, applicable methodology and relevant verification outcomes.
The Company shall take reasonable steps to maintain consistent records of project activities and associated carbon removal claims.
Where required by the applicable methodology or registry, the Company shall establish procedures to prevent the same environmental benefit from being claimed or credited more than once.
Records may include project identification, reporting periods, relevant quantities, methodology references, verification status, registry information and details of issued, transferred or retired credits.
Participation in the Black Earth programme does not automatically authorize a farmer or another party to issue, sell, transfer or retire carbon credits associated with the project. Such activities shall be governed by applicable law, project agreements, registry rules and any relevant allocation of rights.
Where required or appropriate, the Company may engage a qualified independent validation or verification body to assess the project design, monitoring records, carbon removal calculations or reported results.
The scope of an independent review shall depend on the applicable methodology, programme requirements and verification engagement.
The Company shall provide authorized reviewers with relevant records, subject to appropriate confidentiality, data-protection and security safeguards.
An independent reviewer may identify gaps, request additional evidence, recommend corrective actions or determine that particular results cannot be verified. The Company shall address material findings in accordance with the applicable project procedures.
The Company shall not describe a project as independently verified unless the relevant verification has been completed and the statement accurately reflects its scope.
Carbon credits may be issued only where the applicable carbon programme, methodology, registry and other relevant requirements have been satisfied.
Project registration, an application for validation, a monitoring report or an estimated carbon removal figure does not, by itself, establish that credits have been issued.
Where credits are issued, the Company shall maintain relevant records identifying the applicable project, reporting period, quantity and registry information, subject to the requirements of the relevant programme.
The issuance, transfer, sale, use or retirement of credits shall be governed by the applicable registry rules, project agreements and relevant law.
Where monitoring or verification identifies an error, missing information, unsuitable biochar, unreliable evidence or non-compliance with project requirements, the Company may require corrective action.
Corrective action may include additional documentation, repeat measurements, further farm visits, record correction, additional quality testing, revised calculations or exclusion of unsupported results.
Corrections shall be documented where necessary to preserve the integrity of the project record. Material changes shall not be made merely to achieve a desired verification outcome.
Where a record cannot be adequately supported, the Company may exclude it from the relevant report or carbon calculation in accordance with the applicable methodology and agreement.
Farmers participating in activities requiring monitoring shall provide reasonable cooperation in accordance with their participation agreements and applicable law.
This may include providing accurate information, explaining reported activities, allowing agreed farm visits with appropriate notice and supporting reasonable verification requests.
Farm access shall respect lawful land rights, privacy, safety requirements and any applicable restrictions. Participation in the programme does not grant the Company unrestricted access to a farmer’s land or property.
Where a farmer cannot reasonably provide requested evidence, the Company shall assess available alternatives where permitted by the relevant methodology and programme requirements.
The Company may implement safeguards intended to reduce environmental and social risks associated with biomass collection, biochar production, transportation and agricultural application.
Participants shall comply with applicable environmental, occupational safety, land-use and other relevant legal requirements.
Biochar shall be handled and applied in accordance with appropriate safety guidance and product-specific instructions. Material that is suspected to be contaminated or unsuitable for its intended use shall be assessed before further distribution or application.
The programme shall not knowingly rely on unlawful biomass sourcing or activities that materially undermine the environmental objectives of the project.
Monitoring and verification records may contain personal data, farm coordinates, photographs, production information and other confidential project details.
The Company shall process such information in accordance with Part 7 of these Terms and applicable Kenyan data-protection law.
Access shall be limited to authorized personnel and other parties with a legitimate project, audit, verification or legal purpose. Disclosure to an independent verifier, carbon registry or other third party shall be subject to the relevant legal requirements and appropriate safeguards.
The Company shall take reasonable steps to ensure that reported project results are supported by the available evidence and applicable methodology.
However, environmental outcomes, soil conditions, agricultural performance and carbon removal quantities may be affected by weather, feedstock quality, production methods, application practices, measurement uncertainty and other factors outside the Company’s direct control.
The Company does not guarantee a particular crop yield, soil improvement, greenhouse-gas removal quantity, carbon credit issuance, carbon credit price or carbon revenue outcome unless a specific enforceable written agreement expressly provides otherwise.
Nothing in this clause excludes liability that cannot lawfully be excluded under Kenyan law.
The Company shall retain monitoring, production, application and verification records for the periods required by applicable law, the relevant carbon methodology, registry rules and contractual commitments.
Authorized auditors, verification bodies or competent authorities may be granted access to relevant records where required or lawfully authorized.
The Company shall take reasonable steps to ensure that material project records remain sufficiently complete and traceable to support legitimate verification, audit, dispute resolution and reporting needs.
Farmers, field officers, contractors and other participants should promptly report suspected false records, duplicate claims, unsafe practices, inaccurate carbon calculations or other material concerns through the Company’s official support channel.
The Company may review reported concerns, preserve relevant evidence and take appropriate corrective measures in accordance with these Terms and applicable law.
Reports shall be assessed fairly. An allegation shall not, by itself, be treated as conclusive proof of misconduct.
This Part shall be read together with the provisions on farmer registration, farm mapping and timestamping, farmer obligations, payment calculations, data protection and platform security.
Where a project methodology or registry requirement imposes additional monitoring or verification conditions, those conditions shall apply to the relevant carbon activity to the extent that they are legally applicable and consistent with the relevant agreements.
This Part shall be governed by the laws of the Republic of Kenya and any applicable legal requirements governing environmental protection, data protection, biochar activities and carbon project implementation.
This Part governs intellectual property, ownership and permitted use of project materials, digital platform content, farmer contributions, farm records, biochar-related information and carbon-related rights associated with the Black Earth programme operated by FARMID AFRICA (the “Company”).
The purpose of this Part is to clarify the respective rights and responsibilities of the Company, participating farmers, contractors, offtakers and other authorized parties.
Nothing in these Terms shall be interpreted as automatically transferring ownership of land, personal data, biochar, biomass, carbon credits or other property from one party to another. Ownership and usage rights shall be determined by applicable law and the relevant written agreements.
Subject to rights belonging to third parties, the Company or its relevant licensors retain the intellectual property rights they lawfully own in the Black Earth brand, logos, platform software, website design, databases, documentation, training materials, operational procedures, proprietary methods and other protected materials.
These rights may include copyright, trademarks, trade secrets, confidential business information and other intellectual property recognized by applicable law.
Except where expressly authorized in writing or permitted by law, users shall not copy, reproduce, modify, distribute, sell, sublicense or commercially exploit protected Company materials.
Participation in the programme does not give a farmer, contractor or other participant ownership of the Company’s platform, brand, software or proprietary documentation.
The Company may grant authorized users a limited, non-exclusive, non-transferable and revocable permission to access and use the platform for approved programme activities.
This permission shall remain subject to these Terms, the user’s assigned role and applicable platform rules.
Users shall not attempt to obtain source code, bypass access controls, extract protected platform components, interfere with system security or use the platform to develop an unauthorized competing service, except to the extent permitted by applicable law.
The Company may suspend or terminate platform access in accordance with Part 8 of these Terms. Such action shall not automatically extinguish accrued payment rights or other rights that have already lawfully arisen.
Participation in the Black Earth programme does not, by itself, transfer ownership, possession or control of a farmer’s land to the Company.
Farm mapping, GPS coordinates, zoning, timestamped photographs and project monitoring records are operational records. They do not independently establish ownership of land, legal boundaries, exclusive possession or rights over another person’s property.
Farmers remain responsible for ensuring that they have the legal authority or necessary permission to undertake the relevant project activities on the land concerned.
Where the programme requires access to land, biochar application, collection of biomass or another activity affecting property rights, the applicable permissions and responsibilities shall be documented as appropriate.
Nothing in these Terms overrides lawful rights belonging to a landowner, tenant, occupier or other person under Kenyan law.
Farmers may provide information, photographs, farm records, agricultural observations and other materials for programme purposes.
Subject to applicable law and third-party rights, the farmer or other lawful rights holder retains any ownership rights they already hold in such materials, except where a separate written agreement expressly provides otherwise.
By submitting materials, the farmer authorizes the Company to use them to the extent reasonably necessary for the disclosed programme purposes, subject to the applicable agreement and data-protection law.
Permitted uses may include programme administration, farm mapping, verification, monitoring, reporting, payment administration, project audits and compliance with applicable carbon methodologies.
This permission shall not be interpreted as an unrestricted transfer of ownership or a general right to publish identifiable farmer information for unrelated commercial or promotional purposes.
Where public use of identifiable photographs, personal stories or other personal information requires consent or another lawful basis, the Company shall comply with the relevant legal requirements.
The Company may maintain databases containing farm records, mapping information, programme status, monitoring results, payment records and other project information.
The Company may hold rights in the original database structure, organization, software and other elements that it lawfully creates or owns. These rights shall not automatically give the Company ownership of every individual item of information contained in the database.
The Company shall process personal data in accordance with Part 7 of these Terms and applicable Kenyan data-protection law.
Authorized users may access, use or export records only to the extent permitted by their roles, the applicable agreement and the relevant legal requirements.
No user shall copy, sell, disclose or commercially exploit confidential project databases without appropriate authorization.
Ownership of biomass, biochar and other physical materials shall depend on the source of the material, the relevant transaction and any applicable written agreement.
Where a farmer supplies biomass or biochar to the programme, the applicable agreement should identify the parties, the material supplied, the transfer arrangements, any payment and the point at which ownership or risk passes, where relevant.
Where biochar is delivered to a farmer for application, the relevant supply or participation agreement should clarify any applicable conditions concerning ownership, use, handling and restrictions.
These Terms do not establish a universal transfer of ownership of all biomass or biochar to the Company, nor do they automatically establish that all such material remains the farmer’s property.
All relevant transactions shall comply with applicable law and any necessary environmental, safety and product requirements.
Carbon rights, carbon credits and related environmental attributes may involve contractual rights, project participation rights, rights to claim environmental benefits and rights to receive revenue from issued credits.
The ownership and allocation of such rights shall be determined by applicable law, the relevant project documents, registry requirements and any separate written agreements between the relevant parties.
Participation in Black Earth, farm registration, biochar application or the submission of farm data shall not, by itself, transfer all carbon rights from the farmer to the Company or from the Company to the farmer.
Where the project requires a farmer to grant specific rights or permissions relating to carbon removal activities, the relevant agreement shall identify the rights granted, their purpose, scope, duration and any applicable compensation or benefit-sharing arrangements.
The Company shall not rely on an unclear or implied transfer of rights where applicable law or the project arrangements require express documentation.
The issuance, transfer, sale, use or retirement of carbon credits shall be governed by the applicable carbon programme, registry rules, project documentation and relevant written agreements.
A farmer’s participation in project activities does not automatically entitle the farmer to receive a particular number of carbon credits or to sell or transfer credits independently.
Similarly, the Company’s involvement in project administration does not automatically establish that it owns every carbon credit associated with participating farms.
Where a party has an agreed entitlement to credits or associated revenue, that entitlement shall be documented in the relevant agreement and administered consistently with applicable law.
The Company shall maintain appropriate records of relevant carbon-credit transactions where such records fall within its responsibilities.
Farmers may contribute land access, biomass, biochar application, agricultural labour, monitoring information or other resources to the programme.
The rights associated with these contributions shall be determined by the applicable agreement and any mandatory legal requirements.
A contribution shall not automatically constitute a transfer of ownership, an assignment of intellectual property or a waiver of payment or benefit-sharing rights.
Where a farmer is required to provide a contribution in exchange for a payment, incentive or other benefit, the nature of the contribution and the conditions for the benefit should be clearly documented.
The Company shall not represent a farmer’s contribution as a transfer of rights unless the relevant transfer has been lawfully agreed.
Contractors, employees, consultants and other service providers may create software, reports, training materials, project documentation, databases, photographs or other work in connection with the programme.
Ownership and permitted use of such work shall be governed by applicable law and the relevant employment, consultancy or contractor agreement.
Where the Company requires ownership or a licence to use work created by a service provider, the necessary terms shall be included in the relevant written agreement.
These Terms alone shall not be treated as automatically transferring every intellectual property right created by an employee, contractor or consultant.
Contractors and personnel shall respect third-party intellectual property rights and shall not introduce unauthorized protected materials into the programme.
Confidential information may include non-public business plans, pricing arrangements, technical procedures, platform security information, commercial contracts, personal data and other information identified as confidential or reasonably understood to be confidential.
A person receiving confidential information shall use it only for the authorized purpose and shall take reasonable steps to prevent unauthorized disclosure.
Disclosure may be permitted where required by law, authorized by the relevant rights holder or reasonably necessary for an agreed programme function, subject to applicable safeguards.
Information that is lawfully public, independently developed without improper use of confidential information or lawfully obtained from an authorized source shall not automatically be treated as confidential merely because it relates to the programme.
No farmer, contractor, offtaker or other participant may use the Company’s name, logo or branding in a manner that implies an unauthorized endorsement, agency relationship or commercial partnership.
The Company shall respect applicable legal requirements when using a farmer’s name, image, testimonial or personal story in promotional material.
Where consent or another lawful basis is required for such use, the Company shall obtain or establish that basis before publication.
A farmer’s participation in the programme shall not automatically constitute consent to public advertising or unrestricted publication of personal information.
The platform or project may use third-party software, datasets, photographs, trademarks, technical materials or other protected works.
The Company and authorized users shall respect applicable licences, permissions and restrictions governing such materials.
Nothing in these Terms grants the Company or a participant rights in third-party intellectual property beyond those lawfully obtained.
Where a third-party licence restricts copying, modification, distribution or commercial use, the relevant party shall comply with those restrictions.
Where a farmer withdraws from the programme or a user’s access is terminated, the parties shall continue to respect any rights and obligations that lawfully survive withdrawal or termination.
The Company may retain records where necessary for legal compliance, accounting, audit, dispute resolution, carbon project verification or another lawful purpose, subject to applicable data-protection and retention requirements.
Withdrawal shall not automatically reverse a lawful transfer of rights already completed under a valid written agreement, nor shall it automatically create a transfer where no such transfer was agreed.
Any continuing use of farmer-provided materials or project data shall remain subject to the applicable agreement, the scope of any permission granted and applicable law.
A party disputing ownership, use, allocation or transfer of intellectual property, biochar, biomass, project data or carbon-related rights may submit a written complaint through the Company’s official support channel.
The parties shall review the relevant agreements, records and applicable legal requirements to determine the appropriate next steps.
Where the dispute cannot be resolved through the applicable internal process, it shall be handled in accordance with the dispute-resolution provisions of these Terms and applicable Kenyan law.
Nothing in this Part prevents a party from seeking a remedy available under applicable law.
Except where expressly stated in a valid written agreement or required by law, no provision of these Terms shall be interpreted as:
Any transfer, assignment, licence or waiver requiring written agreement shall be documented in the appropriate agreement.
This Part shall be governed by the laws of the Republic of Kenya, including applicable laws governing intellectual property, contracts, property rights, carbon-related activities and data protection.
This Part establishes the principles governing liability, responsibility for losses, indemnification, limitations of liability, operational risks and events beyond a party’s reasonable control in connection with the Black Earth programme operated by FARMID AFRICA (the “Company”).
Each party shall be responsible for its own acts, omissions, representations and contractual obligations in accordance with these Terms, the relevant participation agreement and applicable law in the Republic of Kenya.
Nothing in this Part shall exclude, restrict or waive any liability, duty or legal remedy that cannot lawfully be excluded, restricted or waived under Kenyan law.
The Company shall exercise reasonable care in performing its contractual responsibilities and administering the programme.
Depending on the applicable agreement, these responsibilities may include:
The scope of the Company’s obligations shall be determined by these Terms, any applicable written agreement and the law. The Company does not guarantee that every operational process will be free from error or that every project activity will achieve a particular environmental or commercial result.
Farmers shall be responsible for complying with the obligations that apply to their participation in the programme.
These obligations may include providing accurate information, obtaining necessary permissions for activities on land, following applicable biochar handling and application instructions, protecting account credentials, submitting genuine evidence and cooperating with reasonable monitoring procedures.
A farmer shall not knowingly provide false information, manipulate photographs or timestamps, create duplicate claims, misrepresent farm size or engage in conduct intended to obtain an unauthorized payment or benefit.
A farmer’s responsibility for a particular loss shall depend on the farmer’s conduct, the applicable agreement, the evidence available and applicable law. No farmer shall automatically be held liable for every loss connected with the programme merely because the farmer participates in it.
Contractors, field officers, consultants and other personnel shall perform their assigned duties in accordance with their agreements, authorized permissions, applicable procedures and relevant law.
They shall use reasonable care when collecting information, mapping farms, capturing evidence, handling biochar, accessing personal data and carrying out project activities.
A contractor or field officer shall not knowingly falsify records, bypass mandatory controls, misuse confidential information or make unauthorized commitments on behalf of the Company.
Responsibility for errors or losses shall be assessed according to the relevant contract, the party’s conduct, applicable legal duties and the circumstances of the incident.
Each party shall take reasonable steps to ensure that information it supplies is accurate and complete for the purpose for which it is provided.
The Company may rely on records submitted by farmers, field officers, contractors, offtakers or other authorized participants, subject to appropriate verification procedures.
Where an error or inconsistency is discovered, the affected party shall cooperate in correcting the record through the approved process.
No party shall knowingly rely on information it knows to be materially false or misleading. The Company may reject unsupported records or require further evidence where reasonably necessary to protect programme integrity.
The Company shall take reasonable steps to maintain the availability, security and proper functioning of the digital platform. However, the platform may experience interruptions, delays, errors or temporary unavailability due to connectivity problems, power failures, device faults, maintenance, third-party service interruptions, cyber incidents or other technical circumstances.
The Company does not guarantee uninterrupted access or that every technical error can be prevented.
Where a platform failure materially affects a submission, timestamp, mapping record or payment process, the Company shall take reasonable steps to investigate the issue and apply an appropriate correction or recovery procedure where available.
Technical limitations shall not authorize the falsification of evidence, unauthorized alteration of records or circumvention of mandatory programme controls.
The programme may support biochar use, regenerative agriculture, soil improvement, sustainable biomass management and greenhouse-gas removal.
Actual agricultural and environmental outcomes may vary due to soil characteristics, crop selection, weather, farming practices, biochar quality, application rates, biomass availability and other factors.
Unless expressly agreed in a separate enforceable written agreement, the Company does not guarantee a particular crop yield, increase in soil fertility, reduction in farm costs, income level or environmental outcome.
Farmers should follow appropriate agricultural guidance and relevant product instructions when using biochar or undertaking other programme activities.
Nothing in this clause excuses a party from responsibility for a misleading representation, breach of contract or other liability that cannot lawfully be excluded.
Carbon removal estimates, carbon credit issuance and carbon market revenue may depend on the applicable methodology, quality of evidence, independent verification, registry decisions, market conditions, regulatory requirements and other factors.
The Company does not guarantee that a particular project activity will generate issued carbon credits, that credits will be sold, or that a specific market price or revenue amount will be achieved.
Where a farmer has an express contractual entitlement to a payment or benefit, that entitlement shall be determined under the relevant agreement and shall not be displaced merely because the carbon market performs poorly, except to the extent that the agreement lawfully makes the entitlement conditional on specified events.
No estimate, projection or illustrative calculation shall be treated as a guaranteed outcome unless expressly confirmed as such in an enforceable written agreement.
Subject to applicable law, each party’s liability shall be assessed in accordance with its contractual obligations, legal duties, conduct and the circumstances of the relevant loss.
To the extent permitted by law, a party shall not be liable for loss that was not caused by its breach, negligence, unlawful conduct or other legally recognized basis of responsibility.
Any contractual cap or exclusion of liability must be expressly stated in a valid written agreement and must comply with applicable Kenyan law. No monetary liability cap is created by this Part unless a specific enforceable cap is separately agreed in writing.
Nothing in these Terms excludes or restricts liability for fraud, fraudulent misrepresentation, wilful misconduct or any other matter for which exclusion or restriction is prohibited by law.
Nothing in this Part limits statutory rights, consumer protections or remedies that cannot lawfully be excluded.
Where a party causes loss to another party through its breach of contract, negligence, unlawful conduct or other conduct giving rise to legal responsibility, the responsible party may be liable for the loss in accordance with applicable law and the relevant agreement.
Any specific indemnity obligation must be expressly established in the applicable written agreement. Such an agreement should identify the conduct covered, the categories of loss recoverable, applicable exclusions, procedures for notifying a claim and the process for handling third-party claims.
No farmer shall be required under this Part to indemnify the Company against all losses, regardless of fault or circumstances. Any farmer indemnity must be clearly documented, proportionate to the risks covered and enforceable under Kenyan law.
A party seeking indemnification shall take reasonable steps to mitigate avoidable losses and shall provide relevant supporting information, subject to applicable confidentiality and legal requirements.
Each party shall take reasonable steps to prevent or reduce losses arising from an event for which another party may be responsible.
Such steps may include reporting a technical fault promptly, protecting compromised account credentials, preserving relevant evidence, correcting inaccurate records and avoiding unnecessary additional expenditure.
A failure to mitigate loss may be considered when determining the extent of any recoverable amount, where permitted by applicable law.
The duty to mitigate does not require a party to take unreasonable risks, incur disproportionate expense or surrender a legal right.
A force majeure event means an exceptional circumstance beyond a party’s reasonable control that prevents or materially delays performance of an affected obligation, despite reasonable efforts to avoid or overcome the effects of the event.
Depending on the circumstances, such events may include:
A shortage of funds, ordinary commercial difficulty, foreseeable seasonal variation or a party’s failure to plan adequately shall not automatically constitute a force majeure event.
A party affected by a force majeure event shall notify the other affected party as soon as reasonably practicable, explaining the nature of the event, the obligations affected and, where reasonably possible, the expected duration.
The affected party shall take reasonable steps to reduce the effects of the event and resume performance when it becomes reasonably possible.
Only obligations directly affected by the event shall be suspended or delayed to the extent justified by the circumstances. Obligations that can reasonably continue shall remain in effect.
A force majeure event shall not automatically cancel accrued payment obligations for work already completed or benefits already lawfully earned, unless the applicable agreement or law provides otherwise.
If the event continues for an extended period and materially prevents performance, the parties may consider reasonable adjustments, suspension or termination in accordance with the applicable agreement and law.
The programme may depend on external payment providers, telecommunications companies, cloud-hosting services, mapping technologies, laboratories, independent verifiers and other service providers.
The Company shall take reasonable steps to select and manage relevant providers where they fall within its responsibility.
The Company shall not automatically be liable for every act or failure of a third party. Liability shall depend on the applicable contract, the Company’s own conduct and duties, the third party’s role and applicable law.
Where a third-party failure affects a farmer’s record or payment, the Company shall take reasonable steps within its control to investigate and address the issue.
The Company shall maintain reasonable safeguards intended to reduce the risk of data loss, unauthorized alteration and system failure.
Despite such safeguards, records may be affected by technical errors, equipment failure, accidental deletion, cyber incidents or other events.
Where records are lost or corrupted, the Company shall take reasonable steps to recover or reconstruct them using available backups, audit logs and supporting documents.
Any reconstructed record shall be identified and handled in a manner that preserves its reliability. A reconstructed record shall not be presented as an original contemporaneous record if that would be misleading.
Where appropriate to the nature and scale of project activities, the Company, contractors or other responsible parties may maintain insurance covering relevant operational, vehicle, equipment, public liability, professional or other risks.
Any insurance requirement shall be specified in the applicable contractor agreement, participation agreement or project procedure.
Nothing in these Terms represents that a particular insurance policy exists or that a particular loss is insured unless confirmed in writing.
The Company may temporarily suspend a particular activity where reasonably necessary to address a serious safety concern, suspected unlawful conduct, environmental risk, material verification failure or regulatory restriction.
Where practicable, the Company shall inform affected participants of the reason for suspension and any steps required before the activity may resume.
Suspension shall be proportionate to the risk and shall be reviewed when appropriate. It shall not automatically extinguish accrued contractual rights or lawful payment entitlements.
A delay or failure by a party to enforce a right under these Terms shall not automatically constitute a permanent waiver of that right.
Any waiver must be assessed in accordance with applicable law and, where required, documented in writing.
The exercise of one remedy shall not automatically prevent the exercise of another lawful remedy, subject to restrictions against double recovery and any other applicable legal principles.
If a provision of this Part is found to be unlawful, invalid or unenforceable, it shall be applied only to the extent legally permitted or, where necessary, severed from the remaining provisions.
The remaining provisions shall continue in effect to the extent that they remain legally valid and capable of operating consistently with the parties’ intended arrangement.
The parties may replace an invalid provision with a lawful provision that most closely reflects the original commercial purpose without violating applicable law.
This Part shall be governed by the laws of the Republic of Kenya. Any dispute concerning liability, indemnification, force majeure or risk allocation shall be handled in accordance with the dispute-resolution provisions of these Terms and applicable law.
This Part establishes the procedures for submitting, investigating and resolving complaints and disputes arising from participation in the Black Earth programme operated by FARMID AFRICA (the “Company”).
Disputes may concern registration, farmer eligibility, farm mapping, GPS coordinates, zoning, timestamping, offtaker forwarding, data storage fees, payment calculations, carbon revenue, benefit-sharing, data protection, platform access, contractual obligations or any other matter connected with the programme.
The parties shall seek to resolve disputes fairly, transparently and in accordance with the applicable agreements and the laws of the Republic of Kenya.
A farmer, contractor, field officer, offtaker or other person affected by a programme decision may submit a complaint concerning a matter within the Company’s responsibility.
A complaint may relate to:
No person shall be penalized merely for submitting a genuine complaint or exercising a lawful right. This protection does not prevent proportionate action against knowingly false allegations or abusive conduct where such action is lawful and supported by evidence.
Complaints should be submitted through the Company’s official support channel:
Email: support@blackearth.africa
Where possible, a complaint should include:
A complaint shall not automatically be rejected solely because the complainant cannot provide every item of information listed above. The Company shall consider the information available and may request reasonable clarification.
Alternative complaint channels may be communicated by the Company from time to time, subject to applicable law.
The Company shall establish procedures for receiving and recording complaints.
Where practicable, the Company shall acknowledge receipt within five (5) business days and provide a reference number or other confirmation.
The Company shall assess whether the complaint concerns a matter within its responsibility and whether further information or investigation is necessary.
If a complaint relates primarily to another organization, such as an offtaker or payment provider, the Company may direct the complainant to the appropriate party or assist with referral where reasonable and permitted by law.
The Company shall not treat the initial assessment as a final determination of the complaint’s merits.
The Company may investigate a complaint by reviewing relevant programme records, system audit logs, farm mapping information, photographs, timestamps, payment statements, agreements and communications.
Where necessary, the Company may seek clarification from the complainant, relevant field officers, supervisors, contractors, offtakers or other authorized persons.
Investigations shall be conducted fairly and with due regard to confidentiality, personal data protection and the need to preserve reliable evidence.
A party whose conduct is the subject of a complaint may be given a reasonable opportunity to respond where appropriate, subject to applicable law and any legitimate security or investigative restrictions.
The Company shall not assume that a complaint is false merely because the relevant records are incomplete, nor shall an allegation automatically be treated as proven without adequate assessment.
Following its assessment, the Company may take appropriate action within its authority, including:
The Company shall communicate the outcome to the complainant within a reasonable period, subject to legal restrictions and the protection of other persons’ confidential information.
Where a complaint cannot be resolved promptly, the Company should explain the reason for the delay and, where practicable, provide an expected timeframe for further review.
A complainant who disagrees with the initial outcome may request an internal review.
The request should explain why the decision is disputed and identify any additional evidence or relevant information.
Where reasonably practicable, the review should be conducted by a person who was not primarily responsible for the original decision.
The reviewer may uphold the original decision, vary it, request further investigation or refer the matter for another appropriate resolution process.
Internal review is intended to provide a fair opportunity to correct mistakes. It shall not prevent a person from exercising a statutory right or approaching a competent authority where permitted by law.
Disputes concerning farmer earnings, deductions, payment delays, payment eligibility or benefit-sharing shall be assessed against the applicable written payment schedule, participation agreement, transaction records and relevant programme requirements.
The Company shall explain the basis of a disputed calculation to the extent reasonably necessary and legally permissible.
Where an error is confirmed, the Company shall take appropriate corrective action in accordance with the relevant agreement and applicable law.
An unresolved disagreement shall not automatically establish that a farmer has forfeited a payment that is otherwise legally due. Equally, a claim for payment shall not automatically establish entitlement where the applicable conditions have not been satisfied.
Where a complaint concerns farm coordinates, zoning, duplicate points, photographs, timestamps or offtaker-forwarding status, the Company may review the original submission, the relevant audit trail and any authorized corrections.
If a record is found to be inaccurate, the Company may correct it through the approved procedure while preserving an appropriate record of the change.
Where the dispute concerns whether a farmer or farm was formally forwarded to an offtaker, the Company shall review the relevant workflow status and supporting records.
The absence of a system record shall be assessed in light of the available evidence, including any documented technical failure or authorized alternative procedure. No record shall be deliberately backdated or falsified to resolve a dispute.
Complaints concerning personal data shall be handled in accordance with Part 7 of these Terms and applicable Kenyan data-protection law.
The Company shall review alleged unauthorized access, inaccurate personal data, improper disclosure, unlawful processing or failure to respond to a valid data-subject request.
A person may also exercise applicable rights through the Office of the Data Protection Commissioner or another competent authority.
Internal complaint procedures shall not unlawfully restrict a person’s statutory rights or prevent access to a legally available remedy.
Where a dispute remains unresolved after the applicable internal review, the parties should, where appropriate, attempt to resolve it through good-faith discussions.
Each party should identify the disputed issues, provide relevant information and consider reasonable proposals for settlement.
Negotiations may take place directly or through authorized representatives.
No party shall be required to accept an unreasonable settlement or waive a legal right merely because negotiation has been attempted.
Where appropriate and acceptable to the parties, a dispute may be referred to mediation before a mutually agreed independent mediator.
The parties shall agree on the mediator, the location or format of the mediation, the allocation of mediation costs and any procedural arrangements.
Mediation shall be conducted in good faith, and any settlement shall be recorded in writing and signed or otherwise validly accepted by the relevant parties.
A settlement shall be binding to the extent provided by applicable law and its terms.
Unless the parties agree otherwise, mediation shall not prevent a party from seeking urgent legal protection where necessary or from taking steps to preserve a statutory right or comply with a legal deadline.
Where the parties have entered into a valid written arbitration agreement covering the dispute, they may refer the dispute to arbitration in accordance with that agreement and applicable Kenyan law, including the Arbitration Act, where applicable.
The arbitration agreement should specify, as appropriate:
No arbitration obligation is created solely by this Part unless the relevant agreement satisfies the legal requirements for an enforceable arbitration agreement.
A party shall retain any rights that cannot lawfully be excluded by an arbitration arrangement. The availability of interim relief, enforcement of an award and other procedural matters shall be governed by the applicable law and agreement.
Where a dispute cannot be resolved through the applicable agreement or alternative dispute-resolution process, a party may seek relief from a court of competent jurisdiction in the Republic of Kenya, subject to applicable law and any valid enforceable dispute-resolution agreement.
Nothing in these Terms creates a separate international legal jurisdiction or excludes the jurisdiction of a competent Kenyan court where the law permits or requires the court to hear the matter.
Any court proceedings shall be conducted in accordance with the applicable procedural rules and legal requirements.
Nothing in this Part prevents a party from seeking urgent interim relief, reporting suspected criminal conduct to the relevant authorities or approaching a regulator where legally appropriate.
No internal complaint, negotiation, mediation or arbitration procedure shall be interpreted as removing a statutory right that cannot lawfully be waived.
Where a legal deadline applies, the affected party remains responsible for taking the necessary steps to protect its rights within that deadline.
Each party shall ordinarily bear its own internal costs of preparing and submitting a complaint unless otherwise agreed or required by law.
The allocation of mediation, arbitration, legal or other dispute-resolution costs shall be determined by the applicable agreement, the relevant procedural rules or the competent decision-maker, subject to applicable law.
No undisclosed complaint-handling fee shall be charged to a farmer merely for exercising a lawful complaint right.
The Company may retain complaint records, evidence, correspondence and decisions for legitimate programme administration, audit, legal compliance and dispute resolution.
Personal data collected during a complaint investigation shall be processed in accordance with Part 7 of these Terms and applicable law.
Confidentiality shall not prevent disclosure required by law, necessary for a fair investigation, authorized by the relevant party or otherwise lawfully permitted.
The Company shall take reasonable steps to restrict access to complaint records to authorized persons.
The Company shall not knowingly penalize a participant merely for raising a genuine complaint, reporting suspected misconduct or exercising a lawful right.
A complaint shall be handled without improper discrimination or unreasonable delay.
Where a complaint identifies a potential conflict of interest, the Company should, where practicable, arrange for an appropriately independent person to review the matter.
This clause does not prevent proportionate and lawful action against independently established misconduct.
This Part shall be read together with the provisions on registration, farm mapping, farmer obligations, payments, data protection, platform security, carbon rights and liability.
If a dispute concerns a separate signed agreement, the relevant agreement shall be considered together with these Terms. Any conflict shall be resolved in accordance with the applicable agreement, mandatory legal requirements and relevant principles of contractual interpretation.
This Part shall be governed by the laws of the Republic of Kenya.
Any dispute-resolution mechanism established under these Terms shall operate subject to applicable Kenyan law, including mandatory legal protections and the jurisdiction of competent authorities and courts.
This Part establishes the conditions and procedures under which a farmer, participant, contractor, or FARMID AFRICA, operating the Black Earth programme, may suspend, restrict, or terminate participation in the programme. It also explains the consequences of withdrawal or termination for outstanding payments, farm records, digital platform access, project activities, carbon-related obligations, and any rights or obligations that may continue after participation ends.
Termination under these Terms shall be handled fairly, transparently, and in accordance with applicable laws of the Republic of Kenya and any separate written agreement applicable to the relevant participant.
A farmer may voluntarily withdraw from the Black Earth programme by submitting a withdrawal request through the approved digital platform, an authorized field officer, the official support email, or another officially communicated channel.
The withdrawal request should identify the farmer, the relevant farm or farms, and the intended date of withdrawal. FARMID AFRICA may request reasonable information necessary to confirm the farmer’s identity and prevent unauthorized withdrawal requests.
Unless a different process is required by law or an applicable written agreement, withdrawal shall take effect after reasonable notice and completion of any necessary administrative checks. A farmer shall not be required to remain in the programme indefinitely merely because the farmer has requested to withdraw.
Before withdrawal is finalized, the Company should explain any outstanding administrative requirements, pending payment assessments, ongoing verification activities, or separate contractual commitments that may affect the farmer’s exit.
A farmer’s withdrawal shall not automatically be treated as evidence of fraud, misconduct, or breach of these Terms.
FARMID AFRICA may temporarily suspend some or all programme activities relating to a participant where there are reasonable grounds to believe that suspension is necessary to protect programme integrity, participant safety, data security, environmental claims, financial records, or compliance with applicable law.
Grounds for suspension may include:
Suspension shall be proportionate to the nature and seriousness of the concern. Where reasonably possible and lawful, the participant shall be informed of the reason for suspension, the records or activities affected, and the steps required for review or reinstatement.
Where immediate action is necessary to prevent fraud, protect personal data, preserve evidence, or comply with a legal obligation, FARMID AFRICA may impose a temporary restriction before providing a full explanation. The Company should provide an explanation as soon as reasonably practicable, subject to lawful confidentiality restrictions.
Suspension is not, by itself, a final determination that a participant has committed misconduct.
Where a suspected breach can reasonably be corrected, FARMID AFRICA should ordinarily provide written notice describing the relevant concern and allow the participant a reasonable opportunity to respond or correct it.
The notice may identify the affected farm, record, payment assessment, account, or project activity and specify the information or corrective action reasonably required.
The appropriate response period shall depend on the seriousness of the issue, the nature of the required correction, any applicable written agreement, and legal requirements. No fixed notice period is established by this Part unless subsequently specified in an approved schedule or agreement.
An opportunity to correct may not be appropriate where the conduct involves serious fraud, deliberate falsification, threats to safety, unauthorized access, destruction of evidence, or circumstances requiring immediate protective action.
FARMID AFRICA may terminate a participant’s programme participation where there are lawful and reasonable grounds, including:
Except where immediate termination is reasonably necessary and legally permitted, FARMID AFRICA should provide written notice stating the principal reason for termination, the effective date, and any available review or complaint process.
Termination decisions should be documented. The Company should avoid arbitrary, discriminatory, retaliatory, or inconsistent treatment of participants.
Where FARMID AFRICA intends to discontinue a programme, geographical area, service, or project activity for operational or commercial reasons, it should communicate the decision to affected participants within a reasonable period, where practicable.
The communication should explain the scope of the change, its expected effect on programme participation, any outstanding administrative steps, and the process for addressing pending payment assessments or other obligations.
Operational termination shall not automatically cancel a payment or other entitlement that has already become legally due. Any effect on future payments, uncompleted activities, carbon revenue, or project benefits shall be determined by the applicable written agreement, the approved payment schedule, and applicable law.
Nothing in this section authorizes FARMID AFRICA to disregard contractual commitments or statutory obligations.
A farmer may terminate participation where FARMID AFRICA materially breaches an applicable agreement and fails to address the breach after receiving reasonable written notice, where correction is possible.
A farmer may also exercise any termination right available under applicable law or a separate written agreement.
The farmer should provide sufficient information to identify the relevant issue and allow reasonable time for a response where appropriate. This requirement shall not prevent a farmer from exercising a statutory right or seeking urgent legal relief.
Withdrawal, suspension, or termination shall trigger an appropriate review of outstanding financial records relating to the participant.
The review may include:
FARMID AFRICA shall assess amounts in accordance with the applicable payment schedule, eligibility conditions, approved calculation formula, supporting records, and relevant law.
Amounts already earned and legally payable shall not automatically be forfeited merely because a farmer withdraws or the programme ends. Any proposed withholding, deduction, adjustment, or recovery must have a valid contractual or legal basis and should be explained to the affected participant.
Where a payment depends on verification of completed activities, the Company may complete the necessary assessment after exit, provided the assessment is conducted fairly and in accordance with the applicable agreement.
The Company should provide a reconciliation statement or reasonable explanation of the final payment position upon request, subject to appropriate privacy and security controls.
No payment rate, deduction, carbon revenue share, termination fee, or administrative charge is created by this Part. Such amounts must be expressly established in an applicable written agreement or approved schedule and must comply with applicable law.
Where farmer earnings are calculated using a weather-linked, seasonal, market-linked, or activity-based model, the applicable written payment schedule shall determine the effect of withdrawal or termination.
The schedule should explain how completed activities, verified records, seasonal conditions, approved performance measures, and any applicable adjustments are treated when participation ends.
A graphical display of earnings, projections, or estimated future income shall not, by itself, constitute a guarantee of payment. Equally, the existence of a variable earnings model shall not permit arbitrary cancellation of amounts that have already become payable.
Any final calculation shall use the approved formula applicable to the relevant period and shall be supported by reasonable records.
Following withdrawal or termination, FARMID AFRICA may retain and process records to the extent reasonably necessary for lawful purposes, including:
Retention shall remain subject to applicable data protection law, the Company’s disclosed retention policy, and any valid contractual requirements.
Withdrawal does not automatically require the deletion of every historical record where continued retention is lawful and necessary. Conversely, this section does not authorize indefinite retention of personal data without a valid purpose or lawful basis.
Where appropriate and legally required, the Company shall restrict access, securely archive, anonymize, or delete records that are no longer necessary.
A former participant retains applicable rights concerning personal data after leaving the programme.
FARMID AFRICA shall handle requests relating to access, correction, objection, deletion, restriction, or other applicable data protection rights in accordance with Kenyan law and the Company’s privacy provisions.
Some records may need to be retained for legal compliance, financial reconciliation, audit requirements, dispute resolution, or protection against fraudulent claims. Where a request cannot be fully accommodated, the Company should explain the applicable legal basis to the extent permitted by law.
Ending programme participation shall not be interpreted as blanket consent to new or unrelated uses of the former participant’s personal information.
Withdrawal, suspension, or termination shall not automatically transfer, cancel, or determine ownership of carbon rights, environmental attributes, carbon credits, or other project-related benefits.
The treatment of such rights shall be governed by the relevant signed agreements, applicable project documentation, registry rules, and applicable law.
Where a separate written agreement establishes rights or obligations relating to monitoring periods, carbon credit issuance, transfer, retirement, revenue sharing, reversal risks, or ongoing verification, those provisions shall continue to apply to the extent legally enforceable and applicable to the participant.
FARMID AFRICA shall not rely on this Part alone to claim ownership of a farmer’s land, biomass, biochar, carbon rights, or environmental attributes where that ownership or transfer has not been validly established.
Likewise, a farmer’s withdrawal shall not automatically invalidate credits already issued or transferred. The consequences, if any, shall be determined by the relevant agreements, registry requirements, and law.
Certain obligations may continue after withdrawal or termination where necessary and legally justified. These may include confidentiality, lawful record retention, financial reconciliation, cooperation with a properly authorized audit relating to prior participation, protection of intellectual property, and resolution of disputes arising before exit.
Any continuing obligation must have a reasonable basis and shall not impose an indefinite or disproportionate burden on a former participant.
A former farmer shall not be required to undertake new agricultural activities after exit unless that obligation is expressly provided in a valid and applicable written agreement.
Where post-exit cooperation is reasonably required to verify activities completed during participation, the Company should specify the purpose and scope of the request and respect the former participant’s legal rights.
When participation ends, FARMID AFRICA may deactivate or restrict the participant’s platform account, credentials, and access to programme tools.
The Company may require the return of its equipment, documents, or other property where the participant has been provided with such property under an applicable agreement.
Account closure shall not prevent a former participant from requesting lawful access to their personal data, relevant payment statements, or information that they are entitled to receive under applicable law.
The Company shall take reasonable steps to prevent unauthorized access to closed accounts and to preserve records necessary for lawful audit, dispute resolution, and financial reconciliation.
Withdrawal or termination shall not transfer ownership of either party’s intellectual property.
Each party shall continue to protect confidential information obtained during participation, subject to any lawful disclosure requirement or express provision of an applicable agreement.
A former participant shall cease using Company-owned confidential materials, credentials, and protected platform resources where authorization has ended. FARMID AFRICA shall similarly respect the former participant’s confidential information and applicable rights in personal data, farm information, and other materials.
Nothing in this section prevents a party from using information that is lawfully public, independently developed, or otherwise lawfully available without breach of a confidentiality obligation.
A participant who believes that a suspension or termination decision is incorrect may request an internal review through the Company’s officially communicated complaint channels.
The request should identify the decision being challenged and provide any supporting information reasonably available to the participant.
Where practicable, a reviewer who was not directly responsible for the original decision should consider the appeal. The Company should communicate the outcome and any corrective steps within a reasonable period.
An internal review does not remove a participant’s right to pursue any available statutory remedy, mediation, arbitration under a valid written arbitration agreement, or court proceedings in accordance with applicable law.
Where a farmer dies, becomes legally incapacitated, or ceases to control the relevant farm, FARMID AFRICA may temporarily restrict activities while confirming the identity and authority of a lawful representative, successor, or other person entitled to act.
Any transfer of participation, payment entitlement, land-related interest, carbon right, or other contractual benefit shall be handled in accordance with applicable succession law, land law, the relevant agreement, and other applicable legal requirements.
The Company shall not automatically assume that a family member, farm worker, purchaser, or other third party is entitled to operate the account or receive funds without appropriate authorization.
FARMID AFRICA shall maintain appropriate records of significant suspension, withdrawal, and termination decisions, including the reason, relevant notices, review outcomes, and any associated payment reconciliation.
Access to these records shall be limited to authorized persons and handled in accordance with applicable data protection and recordkeeping requirements.
Records should be sufficiently detailed to support accountability and legitimate audit or dispute-resolution processes without retaining unnecessary personal information.
Withdrawal, suspension, or termination shall not automatically waive rights, obligations, claims, or remedies that accrued before the effective exit date.
A party’s failure to enforce a right immediately shall not necessarily constitute a permanent waiver of that right.
Any settlement, release, waiver, or final discharge of claims should be recorded in writing where required or appropriate and shall remain subject to applicable law.
Provisions that by their nature are intended to continue after participation ends shall remain effective to the extent necessary and legally enforceable. These may include provisions concerning outstanding payments, financial reconciliation, confidentiality, intellectual property, lawful data retention, carbon-related obligations established by separate agreements, liability for prior conduct, and dispute resolution.
The survival of a provision shall not extend it beyond its lawful purpose or override mandatory rights under Kenyan law.
This Part shall be interpreted in accordance with the laws of the Republic of Kenya. Where these Terms conflict with mandatory legal requirements or an enforceable provision of a separate written agreement, the applicable law and the legally controlling agreement shall take precedence to the extent required.
Before closing a participant’s programme record, FARMID AFRICA should, where reasonably practicable, confirm the effective exit date, account status, outstanding payment assessment, relevant project records, continuing contractual obligations, and any unresolved complaint.
The final review should distinguish between completed and verified activities, pending assessments, disputed claims, and future benefits that are not yet earned or payable.
The objective of this process is to ensure that exit from Black Earth is documented, fair, transparent, and consistent with the rights and obligations of all parties.
This Part governs how these Terms and Conditions may be amended, how official communications shall be delivered, how electronic acceptance may be recorded, and how contractual documents shall be administered under the Black Earth programme operated by FARMID AFRICA.
The purpose of these provisions is to ensure that farmers, project participants, contractors, offtakers, and other relevant parties receive clear information about the rules applicable to their participation.
All amendments, notices, electronic records, and contractual procedures shall be handled in accordance with applicable laws of the Republic of Kenya, including relevant requirements concerning electronic transactions, consumer protection, data protection, and contractual consent.
FARMID AFRICA may propose amendments to these Terms where reasonably necessary to reflect changes in applicable law, project operations, technology, programme requirements, carbon market standards, security procedures, payment administration, or other legitimate business and operational needs.
An amendment shall not automatically become binding merely because the Company has prepared, uploaded, or internally approved a revised document. The amendment must be communicated and brought into effect through an appropriate process consistent with applicable law and any relevant agreement.
Where the change materially affects a participant’s rights, obligations, payment arrangements, data use, carbon-related interests, fees, eligibility, or participation conditions, FARMID AFRICA should provide clear notice describing the principal change and its expected effect.
Where required by law or the applicable agreement, the Company shall obtain the participant’s express acceptance before the amendment becomes binding.
Amendments may include, without limitation:
A general amendment clause shall not be interpreted as authority to introduce undisclosed charges, retrospectively remove accrued payment entitlements, or transfer ownership of a farmer’s land, biochar, biomass, carbon rights, or other property without a valid legal basis.
Where a proposed amendment materially affects a participant, FARMID AFRICA should provide notice through one or more appropriate channels, which may include SMS, email, the digital platform, an official written notice, or communication through an authorized field officer.
The notice should, where practicable:
The Company should provide reasonable time for participants to review material changes before they take effect, except where an immediate change is necessary to comply with law, respond to a serious security threat, or address another urgent circumstance. Any such exception remains subject to applicable law and contractual requirements.
Where express acceptance is required, FARMID AFRICA may obtain acceptance through a signed document, an authenticated electronic acceptance process, or another legally valid method.
The Company should maintain a record of the version accepted, the date of acceptance, and the identity or account associated with that acceptance.
Silence, failure to respond to an SMS, continued possession of a device, or mere access to a website shall not automatically be treated as acceptance where applicable law or the relevant agreement requires express consent.
Where a participant does not accept a material amendment, the consequences shall be determined by the applicable agreement and law. The participant shall retain any mandatory legal rights, including any applicable right to terminate or withdraw from participation.
FARMID AFRICA shall use reasonable measures to ensure that the current version of these Terms is identifiable and accessible to relevant participants.
Each published version should, where practicable, include:
Previous versions may be retained for audit, contractual administration, dispute resolution, and legal compliance.
Where a dispute concerns which version applied at a particular time, the Company should use available acceptance records, publication records, notices, and applicable agreements to establish the relevant version.
The following company details have been supplied for the preparation of these Terms and should be verified against the Company’s official registration and contact records before publication:
Legal entity: FARMID AFRICA
Registration number: PVT-DLUPXJ7Q
Registered address: 5242-00506 Nairobi, Kenya
Country of incorporation: Kenya
Official email: support@blackearth.africa
These details should be updated whenever a material change occurs. The registered address should be checked to ensure that it is stated in the correct format and is suitable for formal legal notices.
No person shall represent themselves as authorized to amend these Terms, approve payments, change carbon rights, or make binding commitments on behalf of FARMID AFRICA unless they have appropriate authority.
Unless a separate written agreement specifies another valid procedure, general programme notices and requests may be sent to:
Email: support@blackearth.africa
A participant may also use an officially designated digital platform, customer-support channel, or authorized written communication method communicated by FARMID AFRICA.
A notice concerning a serious legal claim, formal termination, arbitration, court proceedings, or another matter requiring a specific method of service must be delivered in accordance with the applicable agreement and relevant law. Sending an email to the general support address shall not automatically satisfy a mandatory legal service requirement.
Participants should retain copies of important notices, submission confirmations, reference numbers, and responses.
FARMID AFRICA may communicate programme information through contact details provided by the participant, including a telephone number, SMS, email address, digital platform account, or another agreed communication channel.
Participants are responsible for providing accurate contact information and updating it when it changes.
Where an official notice is sent electronically, the Company should maintain reasonable records of the communication, including the recipient details, date sent, relevant message content, and delivery information where available.
A message marked as sent shall not necessarily prove that the recipient read or understood it. Where the importance of the communication requires confirmation, FARMID AFRICA may request acknowledgment or use another reasonable confirmation process.
The Company should take reasonable steps to communicate material programme changes in a manner accessible to the intended audience, having regard to language, connectivity, literacy, disability, and practical access considerations.
Subject to applicable law, electronic records and communications may be used for programme administration, registration, farm mapping, zoning, timestamping, verification, payment records, notices, complaints, and contractual administration.
Electronic records may include:
The Company shall take reasonable steps to preserve the integrity, accessibility, and security of records relied upon for important decisions.
An electronic record shall not be treated as conclusive evidence merely because it exists. Its reliability may depend on how it was created, whether it was altered, the identity and authority of the person who submitted it, and the supporting evidence available.
Where permitted by applicable law, FARMID AFRICA may use electronic signatures or electronic acceptance procedures for these Terms and related agreements.
The process should reasonably identify the person accepting the document, record the relevant version, and demonstrate an intention to accept the stated terms.
Where stronger authentication is required because of the nature or value of a transaction, the Company may introduce additional verification measures.
The use of an electronic signature or acceptance method shall not remove any legal requirement for a particular document, form of signature, witness, registration, consent, or other formality.
A field officer or other intermediary shall not accept contractual terms on behalf of a farmer unless the intermediary has valid authority to do so.
FARMID AFRICA may undertake reasonable identity and authority checks before accepting instructions involving account access, changes to farm records, withdrawal from the programme, payment details, or contractual rights.
Where a participant acts through a representative, the Company may request evidence of the representative’s authority, subject to applicable law and data minimization requirements.
The Company shall not request or retain unnecessary personal information merely because an electronic transaction is being used.
Participants must not share account credentials or authorize another person to act on their accounts unless the applicable platform rules and authorization procedures permit it.
Each participant shall take reasonable steps to keep contact information, payment details, and relevant registration information accurate and current.
Where a participant discovers an error, the participant should notify FARMID AFRICA through an approved channel and provide sufficient information to enable correction.
The Company may request supporting evidence before changing information that affects identity, farm ownership or control, payment destinations, carbon-related agreements, or other material records.
Corrections should be documented where they affect important programme decisions or financial records. A correction to a historical record should not be used to conceal the original entry or remove a legitimate audit trail.
Where these Terms refer to a business day, the term shall be interpreted in accordance with the applicable agreement and relevant Kenyan law. Unless otherwise specified, a business day should generally mean a day on which the relevant administrative offices are ordinarily open, excluding applicable public holidays.
Dates and times recorded by the Black Earth platform should use a consistent and clearly identified time standard. Where Kenyan local time is used, the system should apply East Africa Time, UTC+3.
For farm photographs requiring timestamp evidence, the date and time must appear directly on the photograph itself, rather than only in a caption, description, or text displayed beneath the image.
System records should preserve the original timestamp information and any documented corrections. A corrected record should remain distinguishable from the original record for audit purposes.
Statements made by a field officer, contractor, farmer, intermediary, or other person shall not automatically amend these Terms or create a binding payment or carbon revenue commitment.
Any material amendment or commitment must be made by a person with appropriate authority and recorded in a legally valid form where required.
This provision shall not exclude representations or commitments that are legally binding under applicable law merely because they were communicated orally. The enforceability of a representation shall be determined by the circumstances, the applicable agreement, and the law.
FARMID AFRICA should make reasonable efforts to ensure that participants can understand material programme terms and notices.
Where appropriate, the Company may provide translations, explanations, verbal guidance, or accessible formats to support informed participation.
If a translated version is provided, the applicable agreement should identify which version governs in the event of a discrepancy, subject to applicable legal requirements and the rights of the parties.
A translation shall not be used to misrepresent the meaning of the governing document or to remove rights available under law.
If FARMID AFRICA identifies a clerical, technical, or administrative error in these Terms, a participant record, or an official notice, the Company may take reasonable steps to correct it.
The Company should document material corrections and notify affected participants where the error may have influenced a payment, verification decision, participation status, or contractual right.
A correction shall not automatically authorize a retrospective change to substantive rights or obligations. Any such change must have an appropriate contractual or legal basis.
These Terms shall be interpreted, where reasonably possible, in a manner that gives effect to their lawful provisions.
If a provision is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law, unless the invalid provision materially affects the operation of the agreement as a whole.
Any replacement provision shall be adopted through a legally appropriate process and shall reflect the original lawful purpose as closely as reasonably possible.
Nothing in this section permits FARMID AFRICA to override mandatory legal protections or to impose an unfair term that would otherwise be unenforceable.
A participant shall not transfer their programme account, contractual responsibilities, payment rights, or other material participation rights to another person where the transfer is prohibited by the applicable agreement or law.
FARMID AFRICA may reorganize its business or transfer responsibilities to an authorized service provider or successor where legally permitted, provided that applicable contractual rights, confidentiality obligations, and data protection requirements are respected.
Where a transfer materially affects a participant’s rights or requires consent or notice under applicable law or a written agreement, the Company shall follow the applicable process.
No assignment under this section shall automatically transfer a farmer’s land rights, biomass ownership, biochar ownership, or carbon rights.
These Terms shall be read together with any applicable farmer participation agreement, privacy notice, payment schedule, carbon rights agreement, data storage fee schedule, project-specific rules, and other valid written agreements.
Where two documents address the same subject, the applicable order of precedence should be stated clearly in the relevant agreement. A specific written agreement may govern a subject in greater detail, but it shall not override mandatory law.
Nothing in this section incorporates an unpublished or undisclosed fee, payment rate, carbon revenue share, or other material financial obligation merely by reference to a document that the participant has not been given a reasonable opportunity to review.
A delay or failure by either party to exercise a contractual right shall not automatically constitute a permanent waiver of that right.
Any waiver should be assessed in light of the relevant facts, applicable agreement, and law. Where a waiver is intended to be permanent or material, it should be documented in writing where appropriate.
A waiver relating to one event shall not automatically apply to a separate event or future breach.
Participants should exercise caution when receiving requests for payment, account credentials, personal data, farm access, or changes to payment details from persons claiming to represent Black Earth or FARMID AFRICA.
Where a communication appears suspicious, the participant should verify it through an official communication channel before acting.
FARMID AFRICA should take reasonable measures to communicate approved payment procedures and authorized contacts, and should not require participants to disclose passwords or other authentication secrets through ordinary SMS or email.
Suspected impersonation, fraudulent payment instructions, or unauthorized changes to participant records should be reported promptly through an official support channel.
This Part shall be interpreted in accordance with the laws of the Republic of Kenya. Any mandatory legal requirements governing electronic transactions, data protection, consumer rights, contractual acceptance, or service of notices shall take precedence where applicable.
This Part establishes the general ethical, professional, and safeguarding standards applicable to FARMID AFRICA, the Black Earth programme, farmers, contractors, field officers, offtakers, service providers, representatives, and other persons participating in or supporting programme activities.
The objective is to promote fair treatment, responsible project implementation, transparent financial dealings, protection of participants, and integrity throughout the biochar, sustainable biomass management, regenerative farming, and carbon removal activities associated with Black Earth.
All parties shall comply with applicable laws of the Republic of Kenya and any relevant contractual obligations, project standards, and officially communicated safeguarding procedures.
FARMID AFRICA shall seek to administer the programme fairly and consistently. Eligibility decisions, farm registration, mapping, zoning, verification, payment assessments, complaints, and termination decisions should be based on legitimate programme requirements and objective evidence.
No participant should be subjected to unlawful discrimination on the basis of a protected characteristic under applicable law.
Differences in treatment may be justified where they are based on lawful and relevant factors, including verified farm size, approved programme eligibility, project location, documented activity levels, applicable safety requirements, or objective verification criteria.
Such differences must not be used as a pretext for unfair exclusion, harassment, retaliation, or the denial of rights protected by law.
Where a participant believes that they have been treated unfairly, they may raise a complaint through the official programme complaint channels without being required to surrender their lawful rights.
Where programme places, training opportunities, demonstration activities, farm support, or other benefits are limited, FARMID AFRICA should apply transparent selection criteria appropriate to the relevant activity.
The Company should communicate material eligibility requirements and avoid promising participation or benefits before the necessary assessment has been completed.
Selection decisions should be documented where appropriate and should be capable of reasonable review.
Participation in Black Earth shall not automatically guarantee access to every training session, equipment allocation, demonstration activity, payment opportunity, carbon credit, or future programme expansion.
All persons involved in programme activities shall conduct themselves professionally and respectfully.
Harassment, intimidation, bullying, threats, physical abuse, sexual harassment, sexual exploitation, coercion, and other unlawful or abusive conduct are prohibited.
No person shall use their position as a farmer representative, field officer, contractor, supervisor, offtaker, or Company employee to demand inappropriate personal favours, threaten participants, or improperly influence access to programme benefits.
Reports of harassment or abuse should be handled seriously, confidentially to the extent reasonably possible, and in accordance with applicable law and appropriate safeguarding procedures.
Where a report indicates an immediate threat to safety, appropriate protective measures should be taken without waiting for the completion of an internal investigation.
Programme activities shall be conducted in a manner that respects the safety, dignity, and legal rights of children and vulnerable persons.
No participant, employee, contractor, or representative shall engage in child exploitation, forced labour, trafficking, abuse, or any other prohibited conduct.
Where children may be present at farms, training locations, biomass handling areas, biochar production sites, or other project locations, reasonable precautions should be taken to prevent exposure to unsafe machinery, extreme heat, smoke, hazardous materials, vehicles, or other operational risks.
Any engagement of persons below the lawful working age shall comply with applicable Kenyan child protection and labour laws. No programme activity shall rely on unlawful child labour.
Where vulnerable persons require additional safeguards to participate safely, reasonable measures should be considered in accordance with the circumstances and applicable law.
FARMID AFRICA prohibits bribery, corruption, extortion, kickbacks, and improper inducements in connection with Black Earth activities.
No person shall offer, promise, give, request, or accept an improper benefit intended to influence registration, farm zoning, timestamp approval, verification results, farmer selection, payment processing, offtaker referrals, carbon credit issuance, procurement, or any other programme decision.
Prohibited conduct includes:
All programme-related payments must follow authorized procedures and be supported by appropriate records.
Nothing in this Part prohibits legitimate, documented payments expressly authorized under an applicable agreement or lawful expense-reimbursement policy. Any such payment must be transparent and must not be used to influence a decision improperly.
Employees, contractors, field officers, and other representatives shall not accept gifts, hospitality, commissions, or personal benefits where doing so could improperly influence, or reasonably appear to influence, their decisions.
Reasonable and lawful business courtesies may be permitted under an approved Company policy, provided that they are proportionate, transparent, properly recorded where required, and not offered in exchange for preferential treatment.
Cash gifts, secret commissions, and benefits intended to influence registration, verification, payment approval, procurement, or carbon-related decisions are prohibited.
Where a person is uncertain whether a proposed gift or benefit is appropriate, they should seek guidance from an authorized Company representative before accepting or offering it.
A conflict of interest may arise where a person’s personal, financial, family, business, or other interests could improperly influence their duties or decisions under Black Earth.
Potential conflicts may include:
Persons involved in programme decisions should disclose material actual, potential, or perceived conflicts to the appropriate authorized representative.
FARMID AFRICA should assess disclosed conflicts and take proportionate measures where necessary. Such measures may include reassignment of duties, independent review, additional approval, restrictions on access to particular decisions, or other appropriate safeguards.
A disclosed conflict shall not automatically constitute misconduct. Failure to disclose a material conflict, or deliberately using a conflict for improper personal gain, may result in disciplinary or contractual action consistent with applicable law.
All programme participants and representatives shall provide truthful information and shall not knowingly create, submit, approve, or rely on fraudulent records.
Fraudulent conduct may include:
Suspected fraud shall be assessed using appropriate evidence and fair procedures. A report or allegation shall not, by itself, establish guilt.
Where necessary, FARMID AFRICA may restrict access to relevant systems, preserve records, suspend affected transactions, or refer a matter to an appropriate authority, subject to applicable law.
Farm registration, zoning, timestamping, monitoring, and verification must be conducted honestly and according to approved programme procedures.
In particular:
These controls are intended to protect the integrity of project records and shall be applied consistently.
Participants involved in biomass sourcing, biochar production, transport, storage, application, or project monitoring shall comply with applicable environmental, occupational safety, and other relevant legal requirements.
Project activities should promote responsible biomass management and avoid unlawful harvesting, unauthorized land clearing, destructive sourcing practices, or other activities that could cause significant environmental harm.
Where relevant, the project should assess biomass origin, competing uses, traceability, production methods, and the environmental implications of its activities.
Biochar production and handling should follow appropriate safety procedures to reduce risks associated with heat, smoke, fire, dust, and other hazards.
No participant or representative shall knowingly misrepresent biomass sources, biochar quantities, application records, or environmental outcomes.
The existence of a Black Earth programme record shall not, by itself, establish that an activity complies with every environmental requirement or qualifies for carbon credit issuance.
Persons participating in fieldwork, biomass handling, biochar production, transportation, demonstrations, and farm visits shall follow applicable health and safety requirements and reasonable safety instructions.
FARMID AFRICA and relevant service providers should take reasonable steps to identify operational risks within their control and communicate appropriate precautions.
Participants shall not knowingly expose themselves or others to avoidable danger, tamper with safety equipment, or disregard essential safety procedures.
Accidents, injuries, fires, dangerous equipment failures, and other serious safety incidents should be reported promptly through the appropriate project channels and to relevant authorities where legally required.
No provision of these Terms removes a person’s statutory health and safety rights or obligations.
Participants and representatives may receive confidential business information, farmer records, personal data, operational information, payment information, or project documentation.
Such information shall be accessed, used, disclosed, and retained only for authorized and lawful purposes.
Persons with access to confidential information shall take reasonable precautions to prevent unauthorized disclosure, loss, misuse, or alteration.
Confidentiality obligations shall not prevent a person from making a disclosure required by law, reporting suspected wrongdoing to a competent authority, exercising a legal right, or obtaining confidential legal advice.
Personal information shall be handled in accordance with the applicable data protection provisions and relevant Kenyan law.
A participant or other person who reasonably suspects fraud, bribery, harassment, exploitation, data misuse, environmental misconduct, or another serious violation may report the concern through an officially designated Company channel.
General programme reports may be sent to support@blackearth.africa. Where a matter requires urgent intervention or formal reporting to a competent authority, the person may use an appropriate additional reporting channel.
A report should, where possible, describe the relevant conduct, dates, people or records involved, and any available supporting evidence. A person is not required to prove misconduct before raising a genuine concern.
FARMID AFRICA should assess reports in a timely and proportionate manner, preserve relevant evidence where appropriate, and take reasonable steps to protect the confidentiality of the reporter and other affected persons.
Anonymous reports may be considered where sufficient information is available to assess the concern. The Company cannot guarantee that every anonymous allegation will be capable of investigation.
No person shall be subjected to unlawful retaliation for making a genuine complaint, reporting suspected misconduct, participating in an investigation, refusing to pay a bribe, or exercising a lawful right.
Retaliation may include threats, intimidation, unjustified exclusion, manipulation of verification records, improper withholding of payments, or other adverse treatment imposed because a person raised a concern in good faith.
This protection does not prevent FARMID AFRICA from taking lawful action against independently established misconduct. However, disciplinary or contractual action must not be used as a pretext to punish a person for making a protected report.
Reports of alleged retaliation should be handled through the complaints and review procedures and any applicable legal process.
Participants and representatives shall provide reasonable cooperation with properly authorized investigations, audits, and reviews concerning their own programme activities, subject to applicable law, confidentiality requirements, and their legal rights.
Cooperation may include providing relevant records, explaining transactions, confirming farm activities, or assisting in the correction of inaccurate information.
Requests should be relevant and proportionate to the matter under review. They should not be used to obtain unrelated personal information, intimidate participants, or impose unreasonable burdens.
Where an investigation concerns suspected wrongdoing, FARMID AFRICA should take reasonable steps to preserve evidence and ensure that conclusions are based on reliable information.
Contractors, suppliers, agents, field officers, and other service providers engaged in Black Earth activities are expected to comply with the ethical and operational standards applicable to their work.
FARMID AFRICA should communicate relevant requirements through contracts, onboarding, training, written instructions, or other appropriate means.
Third-party engagement shall not be used to avoid legal obligations or to authorize conduct that would be prohibited if undertaken directly by the Company.
Where a third party is found to have engaged in serious misconduct, FARMID AFRICA may take proportionate contractual or operational action, including restricting access, requiring corrective measures, suspending work, or terminating the relevant engagement in accordance with the applicable agreement and law.
FARMID AFRICA may provide guidance or training on ethical conduct, anti-bribery controls, safeguarding, responsible biomass management, data protection, mapping integrity, verification procedures, and complaints reporting.
Persons assigned to sensitive responsibilities should receive guidance appropriate to their role and level of access.
Training materials and procedures should be reviewed when material operational or legal requirements change.
Attendance at training shall not automatically establish that a participant has complied with all applicable obligations. Compliance shall be assessed on the relevant facts and evidence.
Where a breach of this Part is substantiated, FARMID AFRICA may take proportionate action consistent with applicable law and the relevant agreement.
Depending on the circumstances, action may include:
Any action should take account of the seriousness of the conduct, available evidence, the person’s role, the risk of continued harm, and any applicable rights to notice, response, or review.
No automatic penalty, termination fee, or financial deduction is created by this Part unless separately and validly established in an applicable agreement or approved schedule.
This Part shall be read together with the other Black Earth Terms and Conditions, applicable participation agreements, platform rules, privacy notices, payment schedules, health and safety procedures, and safeguarding or anti-corruption policies.
Where a separate policy establishes more detailed procedures, it shall apply to the extent that it has been properly incorporated or communicated and is consistent with applicable law.
Nothing in this Part limits statutory rights, prevents lawful reporting to public authorities, or authorizes an unlawful restriction of a participant’s freedom to seek advice or remedies.
Compliance with ethical and operational standards does not guarantee programme enrolment, farmer payments, carbon revenue, carbon credit issuance, project funding, or a particular agricultural outcome.
Any such benefit shall depend on the applicable written agreement, approved eligibility criteria, verified activities, project performance, and relevant legal or technical requirements.
Conversely, a person shall not be denied an entitlement that has legally accrued merely because the Company has changed its operational plans, unless a valid legal or contractual basis permits the relevant action.
This Part shall be interpreted in accordance with the laws of the Republic of Kenya. Where a provision conflicts with a mandatory legal requirement, the mandatory legal requirement shall prevail to the extent of the conflict.
Nothing in this Part shall be interpreted as authorizing discrimination, bribery, harassment, unlawful data processing, environmental misconduct, or the waiver of rights that cannot lawfully be waived.
These Terms and Conditions establish the general framework governing participation in the Black Earth programme operated by FARMID AFRICA. They are intended to promote transparency, accountability, responsible biomass management, regenerative farming, biochar carbon removal, environmental integrity, and fair treatment of all participating parties.
The Terms set out the respective responsibilities of FARMID AFRICA, farmers, contractors, offtakers, service providers, and other authorized participants in relation to registration, farm mapping, zoning, timestamping, verification, data protection, payments, carbon-related activities, complaints, and programme administration.
All parties are expected to act honestly, comply with applicable laws of the Republic of Kenya, follow approved programme procedures, and respect the rights and obligations established by these Terms and any applicable written agreements.
FARMID AFRICA is committed to administering Black Earth through documented procedures, appropriate verification controls, responsible data handling, transparent payment arrangements, and reasonable mechanisms for resolving complaints and disputes.
Participation in Black Earth does not, by itself, guarantee farmer income, carbon revenue, carbon credit issuance, project funding, or any specific environmental or agricultural outcome. Such benefits remain subject to applicable agreements, eligibility requirements, verified activities, approved payment schedules, project performance, and relevant legal and technical standards.
By accepting these Terms through a legally valid process, a participant acknowledges that they have been given an opportunity to read and understand the provisions applicable to their participation.
The participant acknowledges that:
These Terms shall take effect on the date specified in the published version or applicable agreement and shall bind a participant only where acceptance has been established through a legally valid process.
Where applicable law or the relevant agreement requires a signature, express consent, or another specific formality, that requirement must be satisfied before the relevant provisions become binding.
FARMID AFRICA shall maintain reasonable records of the applicable version and acceptance process where necessary for contractual administration, accountability, and legal compliance.
No participant shall be treated as having accepted a material amendment solely because they failed to respond to a notice where express acceptance is legally required.
These Terms shall be read together with any applicable farmer participation agreement, privacy notice, payment schedule, data storage fee schedule, carbon rights agreement, and other valid written agreement relevant to the participant.
Where a specific written agreement establishes additional details, those details shall apply according to the agreed order of precedence, subject to mandatory law.
Nothing in these Terms authorizes the introduction of undisclosed fees, the automatic transfer of property or carbon rights, or the forfeiture of legally accrued payment entitlements without a valid legal basis.
FARMID AFRICA and participants are encouraged to work collaboratively to support sustainable biomass management, responsible biochar production and application, regenerative farming, reliable project monitoring, and credible climate-related outcomes.
All programme activities should be implemented with due regard to environmental protection, farmer welfare, data integrity, financial accountability, and the long-term sustainability of participating farms and communities.
Material programme changes should be communicated through appropriate channels, and participants should have access to the relevant terms, procedures, and complaint mechanisms.
These Terms and Conditions constitute the general framework for the Black Earth programme, subject to applicable law and any valid, relevant written agreements.
All parties are encouraged to retain a copy of the applicable Terms and any agreements or schedules governing their participation.
Questions, requests for clarification, and general programme concerns may be directed to:
FARMID AFRICA
Programme: Black Earth
Email: support@blackearth.africa
Registered address supplied for this draft: 5242-00506 Nairobi, Kenya
Registration number supplied for this draft: PVT-DLUPXJ7Q
Other services available on the platform have their own terms, which apply when you use them — including the Black Earth Biochar Terms for biochar orders, the Green Cart Terms and the Koin Terms.
FARMID AFRICA (Black Earth)
5242-00506 Nairobi, Kenya
Email: support@blackearth.africa