Effective as of: September 2022
1. Scope
1.1 These General Terms and Conditions ("GTC") govern the business relationship between SKYSEED GmbH, Rollbergstraße 28a, 12053 Berlin ("SKYSEED"), and its customers. SKYSEED provides services exclusively to business customers, not consumers.
1.2 The specific contractual terms are set out in the offer, order, or contractual documentation issued by SKYSEED and accepted by the customer (collectively, the "Contract"). If there is any conflict between the Contract (including annexes) and these GTC, the Contract prevails.
1.3 Unless otherwise agreed, SKYSEED is bound by written offers explicitly marked as binding for a period of three (3) months from the offer date. All other offers are non-binding.
2. Scope of Services
2.1 SKYSEED’s services within a reforestation project ("Seeding Project") generally consist of the following phases:
2.1.1 Analysis Phase: Advisory services such as site and needs analysis;
2.1.2 Pelleting Phase: Procurement and/or pelleting of seed, if applicable;
2.1.3 Seeding Phase: Drone-based distribution of seed pellets.
2.2 SKYSEED is not liable for the germination or growth success of seeded areas, as these outcomes depend on environmental conditions (e.g. weather, browsing, vegetation competition, soil quality).
2.3 Additional services (e.g. support, measurement, flight planning) are provided only upon separate agreement and subject to feasibility.
2.4 Agreed remuneration covers only the services explicitly listed in the Contract. Additional or follow-up work is invoiced separately. SKYSEED may reasonably revise unclear or incomplete service descriptions.
3. Analysis Phase
3.1 Subject to the Contract, SKYSEED typically performs the following services during the Analysis Phase:
3.1.1 Joint initial consultation between the customer and SKYSEED;
3.1.2 Joint on-site inspection or remote assessment using data or material provided by the customer;
3.1.3 Selection of suitable seed species by SKYSEED based on the intended forest type and site conditions, in consultation with the customer.
4. Pelleting Phase
4.1 Subject to the Contract, SKYSEED typically performs the following services during the Pelleting Phase:
4.1.1 Pelleting of seeds supplied either by SKYSEED or the customer, based on the needs analysis conducted during the Analysis Phase;
4.1.2 Sample-based germination testing of the pelleted seed (not performed for every batch), provided pelleting does not take place at the customer’s site. SKYSEED reserves the right to retain small quantities of pellets for evidentiary purposes;
4.1.3 Delivery of the pelleted seed by SKYSEED or by an external logistics or shipping service provider.
4.2 If SKYSEED supplies the seed in accordance with the Contract, it assumes the responsibilities of a seed-processing entity, including compliance with all applicable legal and regulatory requirements—particularly those concerning seed provenance, forest reproductive material, and fertilisation standards.
4.3 If the seed is supplied by the customer or if pelleting is carried out exclusively at the customer’s location, SKYSEED assumes no responsibility for the origin or quality of the seed. In such cases, responsibility rests solely with the customer.
4.4 SKYSEED has only limited influence over the availability of seed of specific species. Market shortages may result in temporary or ongoing unavailability. Unless explicitly agreed otherwise, references to species in SKYSEED’s offer are non-binding and reflect the customer’s preferences; they do not constitute a binding quality agreement.
4.5 If seed of a particular species is unavailable, the parties shall agree on a similar and available alternative and adapt the Contract accordingly.
4.6 SKYSEED shall inform the customer about relevant seed offers and availability, unless bound by confidentiality or contractual restrictions that prohibit such disclosure.
4.7 Depending on the Contract, SKYSEED will either handle the transport of the pelleted seed directly or commission an external logistics provider to do so.
4.8 Delivery of pelleted seed—whether by SKYSEED or a commissioned third party—shall be carried out under FCA terms in accordance with INCOTERMS 2020. The designated delivery point for both inbound and outbound shipments is SKYSEED’s production facility at 97900 Külsheim, Germany.
5. Seeding Phase
5.1 Subject to the Contract, SKYSEED typically performs the following services during the Seeding Phase:
5.1.1 Measurement of the target area and zoning or seeding plan development;
5.1.2 Aerial distribution of pelleted seed using SKYSEED’s drones.
5.2 Unless otherwise agreed, SKYSEED conducts the seeding using its own drone systems. SKYSEED is responsible for the execution of the drone flights, provided that the customer has fulfilled all relevant obligations under Section 6.7. SKYSEED ensures that all drone operations comply with applicable legal and regulatory requirements.
5.3 SKYSEED is responsible for obtaining any legally required flight permits and for organising accommodation and meals for its personnel. If the customer provides data or supporting documents necessary for obtaining a flight permit, the provisions of Section 6.7 shall also apply.
5.4 SKYSEED installs appropriate signage on or around the area to prepare for drone flight operations, as required by legal regulations or operational safety standards.
5.5 SKYSEED may propose multiple or consecutive seeding dates to accommodate weather conditions or unforeseen logistical constraints. The parties shall coordinate in good faith to determine a suitable timeframe for seeding operations.
6. Customer Obligations
6.1 The customer acknowledges that its cooperation obligations—both as set out in these GTC and in the Contract—are essential prerequisites for SKYSEED’s ability to deliver the agreed services. These duties form an integral part of the contractual relationship.
6.2 The customer shall appoint a contact person in writing, including full address and email, who is authorised to make or obtain decisions and who is available for coordination with SKYSEED’s designated representative.
6.3 The customer shall provide SKYSEED in advance with all relevant information needed for assessing the project scope and executing the services. This includes, in particular, data on soil conditions, previous vegetation cover, and any other relevant site characteristics.
6.4 The customer shall participate in SKYSEED’s needs and task analysis, either through a joint on-site inspection or, if agreed, via remote consultation.
6.5 If the customer provides own seed for pelleting, the customer must also ensure the seed is of sufficient quality and suitability. If the seed is sourced from third parties, SKYSEED may—but is not obliged to—conduct quality or sample testing.
6.6 If the pelleted seed is delivered to the customer before the Seeding Phase, the customer is responsible for ensuring appropriate storage conditions, in particular protection from moisture and light.
6.7 The customer shall, at its own expense and in good time, obtain all permits and authorisations necessary for the drone flight operations, and shall ensure the availability of suitable on-site resources required for carrying out the seeding. The customer is solely responsible for the accuracy and completeness of any information submitted for these purposes.
6.8 Approximately one year after seeding, the customer shall support SKYSEED in conducting a manual assessment of germination success and early growth performance.
6.9 During the drone seeding operation, the customer shall ensure that the site is free of unauthorized persons and that SKYSEED is informed in advance of any obstacles or hazards, such as overhead power lines, fencing, or sensitive infrastructure.
6.10 If the customer fails to fulfil one or more of its obligations fully or in a timely manner, and SKYSEED is thereby prevented from performing the agreed services, SKYSEED shall not be held liable for resulting disadvantages. Additional costs incurred—particularly for personnel standby, travel, or extended equipment use—will be invoiced separately. SKYSEED’s statutory and contractual rights remain unaffected.
7. Prices and Payment Terms
7.1 All prices stated in the Contract are gross amounts and include applicable VAT, unless otherwise specified. Unless expressly agreed otherwise, SKYSEED invoices its services in advance. A down payment of 30% of the total agreed price is due upon signing of the Contract.
7.2 If compensation is agreed on the basis of “man-days,” one man-day shall correspond to up to eight (8) working hours per person, performed on business days (Monday to Friday), between 09:00 and 19:00, at SKYSEED’s places of business.
7.3 Invoices are payable within 14 work days of receipt. If the receipt date is disputed, the invoice shall be deemed received three (3) business days after its issue date. Early payment discounts are only permitted if explicitly agreed prior to invoicing.
7.4 SKYSEED reserves the right to adjust its prices. Any price changes shall be announced at least three (3) months before the end of the current contract year. The customer may object to the adjustment within four (4) weeks of notification. If no objection is raised within this period, the amended prices shall be deemed accepted. In the event of objection, SKYSEED may terminate the agreement with six (6) weeks’ notice.
7.5 If a down payment is agreed in the offer, it shall be offset against future invoices and taken into account in any contract or price adjustments.
7.6 Travel costs, out-of-pocket expenses, and other ancillary costs will be charged separately unless otherwise agreed in the Contract. For project locations located more than 50 km from either Berlin or Külsheim, travel time shall be invoiced at 50% of the applicable hourly rate, unless otherwise agreed.
8. Liability
8.1 SKYSEED shall be fully liable for damages arising from intent or gross negligence, as well as for damages resulting from injury to life, body, or health.
8.2 In the event of a breach of essential contractual obligations (“cardinal obligations”), SKYSEED shall also be liable for damages caused by simple negligence. In such cases, liability shall be limited to compensation for foreseeable damage typical of the contract. Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract and on whose observance the customer regularly relies.
8.3 Unless liability is unlimited under Sections 8.1 or 8.2, SKYSEED shall not be liable for indirect or consequential damages, including but not limited to lost profits, unrealised savings, or reputational damage.
8.4 The limitations and exclusions of liability under this Section 8 shall also apply to the personal liability of SKYSEED’s legal representatives and employees. This includes liability under pre-contractual obligations and tortious claims.
8.5 Liability under the German Product Liability Act remains unaffected.
9. Confidentiality and Data Protection
9.1 Both parties shall treat all confidential information obtained in the course of the cooperation as strictly confidential and shall protect it with the same level of care they would apply to their own sensitive information, and at least with reasonable diligence. Confidential information may only be shared with employees or third parties who are contractually authorised under this agreement—such as designated subcontractors—provided that such persons or entities have been bound to confidentiality obligations that are at least equivalent in scope and duration to those set out in this agreement.
9.2 Confidential information includes, without limitation, technical, financial, commercial, operational, and other business-related information, including SKYSEED’s intellectual property, which is either expressly marked as confidential or, by its nature or circumstances of disclosure, reasonably understood to require protection.
9.3 Information shall not be deemed confidential to the extent that the receiving party can prove that it:
(i) was publicly known or becomes publicly known without breach of any obligation;
(ii) was already lawfully in the possession of the receiving party before disclosure;
(iii) was developed independently without reference to the disclosed information; or
(iv) was lawfully obtained from a third party without breach of any confidentiality obligation.
9.4 Both parties shall comply with all applicable data protection laws, in particular the General Data Protection Regulation (GDPR), when processing personal data in connection with this contractual relationship.
9.5 The confidentiality obligations set out in this Section 9 shall remain in effect for a period of three (3) years following termination or expiration of the Contract, regardless of the reason for termination.
10. Term and Termination
10.1 Either party may terminate the Contract at any time for good cause in accordance with applicable legal provisions. Termination for cause must be made in writing and must specify the reason for termination.
10.2 Unless the Contract requires stricter form, termination in text form (e.g. by email) shall be sufficient.
11. Miscellaneous
11.1 Each party may refer to the other by name and logo for the purpose of public references. SKYSEED may designate the customer as a reference customer in marketing or communications materials, provided this is agreed upon in a separate reference agreement.
11.2 Where these GTC or the Contract require written form, text form (e.g. email) shall be deemed sufficient, unless explicitly agreed otherwise or required by law.
11.3 The contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement shall be the registered office of SKYSEED.
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