Soldera Forward Sales Agreement

This Soldera Forward Sales Agreement (the “Forward Sales Agreement”) operates as an Annex to the Soldera Platform Membership Agreement. In the event of any conflict between this Forward Sales Agreement and the Soldera Platform Membership Agreement with respect to a Forward Sale, the terms of this Forward Sales Agreement will prevail.

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1. Agreement, definitions and general principles

1.1 The Forward Sales Agreement. This Forward Sales Agreement: 

a) sets out the standard terms for transactions (each a “Forward Sale”, which may be an “Active Forward Sale” or a “Settled Forward Sale” as defined below) in which the Member agrees to sell and deliver to Soldera, and Soldera agrees to buy and accept a Quantity of Specified Guarantees of Origin;
b) defines how the Parties can agree on a set of “Forward Sales Instructions” that allow Soldera to act as commissioner for the purposes of the Member’s Forward Sales; and
c) refers to the Soldera Platform Membership Agreement in matters not addressed herein, such as Soldera's Fee, cost deductions, assignment, notification, invoice submission, and payment.

1.2 Definitions. Capitalized terms not defined in this Forward Sales Agreement have the meanings given in the General Conditions of the Soldera Platform Membership Agreement. For the purposes of this Forward Sales Agreement:

a) An "Active Forward Sale" refers to a Forward Sale transaction that both Parties have agreed upon but for which the Delivery Date has not yet occurred, or the delivery obligations have not been fully met.
b) A "Settled Forward Sale" refers to a Forward Sale transaction that has been fully concluded either through complete delivery of the Specified Guarantees of Origin, the compensation process set out in Section 2 (Failure to deliver or accept), or a combination of both.
c) "Specified Guarantees of Origin" refers to the Guarantees of Origin that meet the criteria agreed upon for a specific Forward Sale, as detailed in Section 1.3 (Forward Sale).

1.3 Forward Sale. Each Forward Sale's Quantity of Specified Guarantees of Origin will be agreed upon separately or based on Forward Sales Instructions. The details of each Forward Sale should, at a minimum, include the following:

a) Quantity (denominated in MWh)
b) Production Period
c) Technology
d) Delivery Date
e) Certificate Price (denominated in EUR)
f) Minimum Trading Validity of Certificate
g) Any other characteristics that limit the scope of what Guarantees of Origin may be delivered in relation to the specific Forward Sale.

1.4 Multiple Forward Sales. This Forward Sales Agreement allows multiple Forward Sales to exist simultaneously. Each Forward Sale will be treated as a separate transaction under this Forward Sales Agreement, but all Forward Sales will be subject to the terms herein.

1.5 No authority. It is assumed that Soldera has no authority to enter into any Forward Sales on behalf of the Member without the Parties agreeing on Forward Sales Instructions.

1.6. No obligation. Entering into this Forward Sales Agreement does not obligate either Party to enter into any Forward Sales or agree to any Forward Sales Instructions. The Parties are not obligated to provide a reason for their rejection of such proposals made by the other Party. 

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2. Failure to deliver or accept

2.1 If the Member fails to deliver the Quantity of an Active Forward Sale, in whole or in part, by a designated Delivery Date and this is not:

1. remedied within seven calendar days after receipt by the Member of a written notice from Soldera; or
2. excused by Force Majeure or the non-performance of Soldera,

the Member must pay Soldera a compensation amount (if positive) equal to the equation (A-B)*C + X, where:

• A is the unit price at which Soldera, acting in a commercially reasonable manner, would be able to purchase or otherwise acquire in the market the quantity of undelivered Guarantees of Origin;
• B is the Certificate Price;
• C is the Quantity of undelivered Guarantees of Origin;
• X is any reasonable transaction costs and expenses that Soldera incurs due to such failure to deliver the Quantity, if this failure is declared less than 30 calendar days from the relevant Delivery Date.

2.2 If Soldera fails to accept the Quantity of an Active Forward Sale, in whole or in part, by a designated Delivery Date and this is not:

a) remedied within seven calendar days after receipt by Soldera of a written notice from the Member; or
b) excused by Force Majeure or the non-performance of the Member,

Soldera must pay the Member a compensation amount (if positive) equal to the equation (A-B)*C + X, where:

• A is the Certificate Price;
• B is the unit price at which the Member is or would be able to sell the quantity of non-accepted Guarantees of Origin in the market acting in a commercially reasonable manner;
• C is the quantity of non-accepted Guarantees of Origin;
• X is any reasonable costs and expenses that the Member incurs due to such failure to accept the Quantity if this failure to accept is declared less than 30 calendar days from the relevant Delivery Date.

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3. Risk mitigation strategy

3.1 Risk mitigation practices. When there are any Active Forward Sales, the Member authorizes Soldera to engage in the following practices to mitigate its risks:

a) creating a buffer of up to the relevant Quantity of the Member's Guarantees of Origin, to be accepted as delivery on or before the Delivery Date; and
b) withhold sales revenue from other Guarantee of Origin sales up to the total combined Contract Value (Quantity multiplied by Certificate Price) of all Active Forward Sales.

3.2 Opt-out. If the Member wishes to opt out of these mitigation practices, the Member must provide Soldera with a Letter of Credit, which needs approval by Soldera. Soldera, at its sole discretion, should approve the Letter of Credit only if it reasonably mitigates any risks Soldera may incur.

3.3 Encumbrance of Guarantees of Origin. For the duration of this Forward Sales Agreement, the Member acknowledges and agrees that their Specified Guarantees of Origin are considered encumbered to the extent of the Active Forward Sales made under this Forward Sales Agreement. In the event of any insolvency, bankruptcy, or similar proceedings affecting the Member, Soldera will have priority rights to these Specified Guarantees of Origin up to the Quantities committed in Active Forward Sales.

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4. Duration. By entering into this Forward Sales Agreement, the Member acknowledges that this Forward Sales Agreement and the Soldera Platform Membership Agreement may only be terminated after all Active Forward Sales have become Settled Forward Sales, regardless of the number of Active Forward Sales.

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5. Termination

5.1 This Forward Sales Agreement may be terminated under the following circumstances:

• By mutual written agreement of the Parties.
• By either Party, on the grounds provided for in the governing law.
• By either Party, if there are no Active Forward Sales under this Forward Sales Agreement, by giving written notice to the other Party as detailed in the Soldera Platform Membership Agreement.
• By either Party, if they choose to settle all Active Forward Sales via the Failure to Deliver clause (Section 2.1 for Member, Section 2.2 for Soldera), by giving written notice to the other Party. In this case:
  • The initiating Party must pay the other Party the compensation amounts as calculated in Section 2 (Failure to deliver or accept).
  • Upon receipt of full payment of all such compensation amounts for all Active Forward Sales, the receiving party shall confirm in writing the termination of this Forward Sales Agreement.

5.2 Automatic termination. Upon termination of the Soldera Platform Membership Agreement, this Forward Sales Agreement will automatically terminate without further notice, provided that all Active Forward Sales have become Settled Forward Sales (see also Section 4 above).

5.3 Continuation of agreement. This Forward Sales Agreement continues in full force and effect, regardless of any changes in the Member's production capacity or ability to deliver Guarantees of Origin until all Active Forward Sales have become Settled Forward Sales.

5.4 Effect of termination:

1. Termination of this Forward Sales Agreement will not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Forward Sales Agreement which existed at or before the date of termination.
2. Upon termination, any Active Forward Sales must be settled following the terms of this Forward Sales Agreement unless otherwise agreed in writing by the Parties.

5.5 Post-termination obligations:

1. Within 30 calendar days of this Forward Sales Agreement's termination, Soldera must provide the Member with a final statement of account detailing all Settled Forward Sales and any outstanding obligations and payments due.
2. The Parties must settle any outstanding payments within 14 calendar days of receiving the final account statement.
3. Soldera must release any encumbrances on the Member's Guarantees of Origin that are not subject to Active Forward Sales within 7 calendar days of the full settlement of the final account.

5.5 Survival. Sections 2 (Failure to deliver or accept), 3.3 (Encumbrance of Guarantees of Origin), 6 (Limitation of liability), and any other provisions which by their nature should survive will survive the termination of this Forward Sales Agreement.

5.6 Insolvency and similar proceedings:

1. In the event of a Party’s insolvency, bankruptcy, or similar proceedings, this Forward Sales Agreement will remain in full force and effect to the maximum extent permitted by applicable law.
2. Soldera's rights to the encumbered Guarantees of Origin as per Section 3.3 (Encumbrance of Guarantees of Origin) will be maintained to the fullest extent possible under applicable insolvency and bankruptcy laws.
3. The Parties agree to cooperate in good faith in any insolvency or bankruptcy proceedings to ensure the fulfillment of Active Forward Sale obligations or the compensation settlement as per Section 2 (Failure to deliver or accept).

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6. Limitation of liability

6.1 Liability cap. Except in respect of any amounts payable under Section 2 (Failure to deliver or accept), and to the extent that liability can be limited under the governing law of this Forward Sales Agreement, the liability of each Party, irrespective of whatever legal base it might be claimed, for actions, omissions or failures of itself, its employees, officers, contractors and/or agents, that causes any damage, loss, cost or expense incurred by the other Party, is limited to an amount equal to the total Contract Value (Quantity multiplied by Certificate Price) of the relevant Forward Sale. For clarity, the liability cap specified in this Section 6.1 applies exclusively and separately to each individual Forward Sale, regardless of the number of Active Forward Sales. The total monetary liability of a Party across multiple Forward Sales would be the sum of the individual liability limits for each affected Forward Sale.

6.2 Prevail. The limitation of liability agreed in this Section 6 supersede any similar limitations in the Soldera Platform Membership Agreement.

6.3. Uncapped liability. The liability cap specified in Section 6.1 (Liability cap) will not apply to instances where the damage is due to gross negligence, intentional default, or fraud of the Party, its employees, officers, contractors, or agents used by such Party in performing its obligation under the Forward Sales Agreement.

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7. Force Majeure

7.1 Force Majeure event. The Member acknowledges that Soldera is not the ultimate buyer of the Member's Guarantees of Origin but engages with potential buyers as an aggregator of producers. Because of this, any transaction is conditional upon the performance of its other counterparty or counterparties, including any specific Registry that manages Guarantee of Origin transactions for a given domain. If any of these critical counterparties fail to perform, Soldera will make its reasonable efforts to mitigate the situation and successfully execute the transaction. Soldera must demonstrate its mitigation efforts to the Member. If Soldera fails to mitigate the situation, the counterparty's non-performance may result in a Force Majeure, relieving Soldera of the obligation to accept delivery until either the Force Majeure ceases or permanently, as the case may be.

7.2 Consequence of Force Majeure. In the case of such Force Majeure, the Member is fully entitled to their Specified Guarantees of Origin related to the affected Active Forward Sale without further encumbrance.

7.3 Interaction with General Conditions. The terms of Force Majeure, as specified in the Soldera Platform Membership Agreement, apply in resolving all other questions of Force Majeure in relation to this Forward Sales Agreement to the extent they do not conflict with Sections 7.1 and 7.2.

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8. Forward Sales Instructions

8.1. Instructions need to be agreed via the Platform. The Parties may agree on Forward Sales Instructions in the Soldera Platform. The resulting consensus must be reproducible from inside the Soldera Platform.

8.2 Details. The Forward Sales Instructions must include details concerning the timing, price formation procedure, and any provisions for determining the details of the Specified Guarantees of Origin involved in any Forward Sale resulting from Soldera following the Forward Sales Instructions.

8.3 Notification. Soldera must notify the Member of any Forward Sale formed based on the Forward Sales Instructions within 7 calendar days of such event. 

8.4 Withdrawal from instructions. Either Party may unilaterally withdraw from the Forward Sales Instructions by giving 1 month's notice to the other Party in writing. This action will not affect any Active Forward Sales but will stop any further Forward Sales being formed based on the Forward Sales Instructions.

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9. Change in Law

9.1 Change in Law event and effects. If, after the date of this Forward Sales Agreement, any change in any applicable law, regulation, rule, or requirement of any public authority (including changes to the Registry Rules), or a change in the interpretation of these by any relevant public authority, (“Change in Law”) occurs that materially and adversely affects the ability of either Party to perform its obligations under this Forward Sales Agreement, the Parties must negotiate in good faith to amend this Forward Sales Agreement to restore the original commercial intent of the Parties. For clarity, when an event or circumstance that would otherwise constitute Force Majeure also constitutes Change in Law, it is to be treated as Change in Law and not as Force Majeure. 

9.2 Termination. If the Parties cannot agree on such an amendment within 30 calendar days of the relevant Change in Law, either Party may terminate this Forward Sales Agreement by giving the other Party 30 calendar days' written notice and resolving any Forward Sale delivery obligations based on the procedures outlined in Section 2 (Failure to deliver or accept).

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10. Market Disruption for Forward Sales

10.1 A "Market Disruption Event" means any broad market-wide event that is not directly addressable by the Parties but significantly impacts the Guarantees of Origin market, including but not limited to registry closures, major regulatory changes, or severe energy market disruptions.

10.2 Effects. If a Market Disruption Event materially affects any Active Forward Sale:

1. The affected Party must promptly notify the other in writing;
2. The Parties must make a good-faith effort to make minimal necessary adjustments the Forward Sale(s); and
3. If no agreement is reached within 14 calendar days, either Party may appoint a mutually agreed independent expert, whose decision on adjusting the affected Forward Sale(s) will be binding on both Parties.

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11. Additional Representations and Warranties for Forward Sales

11.1 The Member represents and warrants that they:

1. can produce and deliver the Specified Guarantees of Origin as agreed in each Forward Sale throughout the duration of this Forward Sales Agreement, taking into account the cumulative quantity of all Active Forward Sales; and
2. will promptly inform Soldera of any anticipated changes in their production capacity that may affect their ability to fulfill forward sales commitments.

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12. Governing law and Jurisdiction. This Forward Sales Agreement, the documents to be entered into pursuant to it and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and resolved in accordance with the terms specified in the Soldera Platform Membership Agreement.

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13. Severability. If any provision of this Forward Sales Agreement is held invalid, illegal, or unenforceable, such provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is impossible, the relevant provision will be deemed deleted. Any modification to or deletion of a provision under this clause will not affect the validity and enforceability of the rest of this Forward Sales Agreement.

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14. Interaction with Trade Procedure. The Trade Procedure outlined in Annex 2 of the Soldera Platform Membership Agreement applies to Forward Sales under this Forward Sales Agreement only in the procedural questions involving the transfer of Guarantees of Origin, fee and cost allocation, notification, invoice submission, and payments. 

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15. Amendments to Active Forward Sales

15.1 Form. Amendments to existing Active Forward Sales may be made by mutual written agreement of the Parties. 

15.2 Content. Any amendment to an Active Forward Sale must:

1. be documented in writing;
2. clearly reference the original Forward Sale it is modifying;
3. specify which terms are being changed.

15.3 Entry into force. The amended terms will take effect from the date of the written amendment unless otherwise specified in the amendment document.