Soldera | Principal Terms and Conditions for the Provision of the Service

DEFINITIONS

Agreement	a legally binding Soldera Platform Membership Agreement between the Parties for the provision of the Services, comprising the General Conditions and the Special Conditions.
Buyer	a legal person who purchases Energy Attribute Certificates, and acts as a counterparty to a sales transaction facilitated through the Services, in the course of its economic or professional activities. For the avoidance of doubt, this term does not include Soldera when acting as a buyer.
Energy Attribute Certificates	an electronic document issued by the Member's local Registry certifying that electricity has been produced from renewable energy sources. Depending on the country, such documents may be referred to as Guarantees of Origin (as in the EU), Renewable Energy Certificates, or International Renewable Energy Certificates, and the term shall be deemed to include any other equivalent instrument registered or recognised in the respective jurisdiction.
Fee	the commission to be paid by the Member to Soldera for the performance of the Agreement on the basis and in accordance with the procedure agreed in the Agreement.
Legislative Amendment	the enactment, amendment, or change in the application of any law, regulation, binding rule (including, but not limited to, the Registry Rules), or policy or rule or requirement of any public body (or any change in the interpretation thereof by any relevant authority) that would materially and adversely affect the ability of Soldera and/or the Member to enforce its rights or perform its material obligations under the Agreement.
Member	a Producer or any other accepted user of the Services and the Soldera Platform.
Party or Parties	Soldera and the Member, referred to separately or collectively.
Payment Account	the bank account to which the sales revenue belonging to the Member will be credited after submitting an invoice on the Soldera Platform.
Producer	a Member who is a natural or legal person who in the course of its economic or professional activities produces electricity from renewable energy sources with a generating installation located in a country in which Soldera provides services.
Registry	an electronic registry, ledger, or similar database that records the registration, use, trade, expiry, or other actions related to Energy Attribute Certificates, and is operated by a public authority or a private entity designated as such by the respective government authority.
Registry Rules	the terms and conditions for the use of the Registry, developed and published by relevant local authorities.
Service	the activities, tools, and benefits as specified in the General Conditions that Soldera provides to the Member under the Agreement.
Soldera	Soldera OÜ, or any other person mandated by Soldera to, providing the Services under the Agreement.
Soldera Platform	Soldera's technological solution that facilitates the provision of Services, including communication, data exchange, and accounting regarding transactions with, and any other activities related to, the Energy Attribute Certificates.
Website	Soldera's website soldera.org together with all sub-pages through which the Soldera Platform is made available to Members.

SCOPE OF SERVICES

Services. The Services may include the following services made available to a Member and including activities carried out by Soldera:
1. Activities in the Registry on behalf of the Member. Within the framework of this Service, Soldera deals with the submission of data to the Registry and the management of the data in the Registry for the Member, including instructing such entries and changes to the Registry that may be instructed by the Member through the Soldera Platform in connection with any transaction in the Energy Attribute Certificates or otherwise. Soldera may submit to the Registry agreements signed by the Member on Soldera's initiative. Soldera shall ensure that communication with and actions made in the Registry are available to the Member. Soldera is not liable for the performance of the Member's obligations to the Registry arising from the Registry Rules, i.e., the provision of this Service does not diminish the Member's own obligations to the Registry, but Soldera will assist the Member in performing those obligations.
2. Sale of the Producers Energy Attribute Certificates. Within the framework of this Service, Soldera undertakes to carry out, on its own name and for the account of the Producer, sales transactions with the Producer's Energy Attribute Certificates. The procedure for the provision of this Service is based on the Spot Sales Procedure (see Annex 2 to the General Conditions) and for matters not specified in the Agreement, proceeds from the governing law.
3. Provision of the Soldera Platform. Within the framework of this Service, Soldera makes the Soldera Platform available to the Member. Through the Soldera Platform, the Member can, for example, manage data, give instructions, and submit invoices.
Authorisation. For the validity of the Agreement, the Member grants to Soldera the authorisation necessary for the provision of the agreed Services: to carry out all registration operations in the Registry necessary for the registration of the Member's account, the issuance of Energy Attribute Certificates, and dealing with the transactions in the Energy Attribute Certificates. The member also authorizes Soldera to request information and access data about the Member's generating installations in the Registry. If necessary, the Member grants a respective authorisation / power of attorney document to Soldera or designates the corresponding rights in the Registry. This authorisation cannot be withdrawn without terminating the Agreement unless otherwise agreed by the Parties.

AUTHORISED USERS

Primary user. The Member shall designate at least one primary user on the Member's account registered on the Soldera Platform who will have full rights to use all the functionalities of the Soldera Platform on behalf of the Member. From the moment of entry into the Agreement, the representative of the Member specified in the Special Conditions is deemed as the primary user. The primary user may delegate this role to another person by making a respective amendment on the Soldera Platform. Several Members may have the same primary user. The capacities of the generating installations of the Producers associated with the same primary user are added together to obtain the total capacity.
Authority of users. The Member confirms that each user is fully authorised to represent the Member and to carry out activities on the Soldera Platform on its behalf, including instructing any transactions in the Energy Attribute Certificates. Soldera is entitled to act on any instructions provided under the Agreement that it reasonably believes, in good faith, to have been given by a duly authorised entity. A person acting in the name of the Member, where the Member is a legal entity, shall be presumed to have authority to act based on their position.
Responsibility for Access to Soldera Platform. The Member is solely responsible for ensuring the confidentiality and safe keeping of all passwords and security credentials associated with its account on the Soldera Platform. Soldera shall not be liable for any actions taken through the account by an unauthorised person resulting from the Member's failure to safeguard such credentials. The Member agrees not to disclose passwords or security credentials to any unauthorised third party and accepts full responsibility for all activities carried out in connection with the Services using its account details. Unless the Member has notified Soldera otherwise, any action taken on the Soldera Platform using the Member's account shall be deemed authorised and attributable to the Member.

REPRESENTATIONS AND WARRANTIES OF PARTIES

Reciprocal representations and warranties. Each Party represents and warrants to the other Party at the time of signing and during the validity of this Agreement that:
1. it has the right to assume and perform its obligations under the Agreement and the Agreement creates legal, valid, and binding obligations for the Parties;
2. entry into the Agreement and the performance of the Party's obligations does not and will not conflict with (i) any applicable legal acts or other rules, (ii) any judicial decisions or administrative acts, or (iii) any binding agreement that the Party has entered into or intends to enter into, including the Registry Rules, if applicable;
3. the representative who has signed the Agreement on the Member's behalf has valid rights of representation and has all the authorisations necessary to sign the Agreement on the Member's behalf;
4. it is not insolvent or bankrupt and no proceedings are pending or foreseeable which would lead to it becoming bankrupt or insolvent;
5. it understands and accepts the Registry Rules and the Agreement, and the risks involved in the performance of the Agreement. All agreements contained in the Agreement have been negotiated between the Parties, each Party has had the opportunity to influence the content of each agreement, and no agreement constitutes a standard term.
6. it does not use, or attempt to use, the Energy Attribute Certificates or funds derived from the sale of the Energy Attribute Certificates for money laundering, terrorist financing, or for activities prohibited by applicable international trade restrictions, export controls, and/or sanctions' regulations. Each Party further warrants that it conducts its business in compliance with all applicable laws and regulations related to anti-money laundering, counter-terrorist financing, and international sanctions, and adheres to reasonable best practices commensurate with the nature and scale of its operations in these areas.
Representations and warranties of a Member who is a Producer intending to sell Energy Attribute Certificates as part of the Services. Such Member represents and warrants to Soldera at the time of signing and during the validity of this Agreement that:
1. the Member has the right to transfer the Energy Attribute Certificates and the Member is not subject to prohibitions on transfer or seizures;
2. Energy Attribute Certificates are free from encumbrances and rights of third parties (e.g., pledge) which could reasonably affect the Member's ability to enter into the Agreement and perform the obligations arising from the Agreement, unless such encumbrances or rights have been disclosed to Soldera in accordance with this Agreement;
3. Energy Attribute Certificates comply with the conditions laid down in the Registry Rules;
4. the Member has not entered into, and will not enter into during the validity of the Agreement, a commission agreement or other agreement with any other person to mediate the sale of Energy Attribute Certificates.
Representations and warranties of a Member. Member represents and warrants to Soldera at the time of signing and during the validity of this Agreement that:
1. there are no pending or potential court cases or other legal proceedings against the Member that could affect the Member's ability to enter into the Agreement and perform the obligations arising from the Agreement;
2. the Member immediately informs Soldera if a court has opened bankruptcy proceedings against the Member or if a decision to liquidate the Member as a legal person is adopted;
3. all information and documents provided by the Member to Soldera or the Registry in connection with the Agreement are true, accurate, complete, and not misleading in all material aspects;
4. there are no facts or circumstances relating to the Member which the Member has not expressly disclosed to Soldera and which, if disclosed, could reasonably have been expected to influence Soldera's decision to enter into the Agreement;
5. the Member is able to assess and accept (either on their own or through independent professional advice) the Registry Rules and the General Conditions and the Special Conditions and the risks involved in the performance of the Agreement and the Member fully understands the potential negative aspects and risks associated with any transaction in the Energy Attribute Certificates, including the fact that the market value of the Energy Attribute Certificates is beyond Soldera's control and Soldera provides no guarantees, express or implied, as to the supply, demand, or market price of the Energy Attribute Certificates;
6. the Payment Account designated by the Member on the Soldera Platform belongs to the Member.

ROLE AND OBLIGATIONS OF THE PRODUCER

The role of the Producer is to participate in the Agreement as an electricity producer and as a principal (in Estonian, komitent) of the Energy Attribute Certificates.
Obligations of the Producer.
1. Initial registration in the Registry. To issue Energy Attribute Certificates, the Producer must register its generating installation and open an account with the Registry in accordance with the Registry Rules;
2. Reporting and submission of data. Regular provision of data related to electricity generation (i.e., any information necessary for the registration of the generating installation in the Registry, for opening and maintaining an account in the Registry, as well as for the issuance and transfer of Energy Attribute Certificates) at the request of Soldera in the manner indicated by Soldera. Soldera has the right to transfer this data to third parties (for example, to the local authority who manages the Registry) if this is necessary for the performance of the Agreement;
3. Compliance of electricity generation. The Producer complies with the generation requirements to be able to issue Energy Attribute Certificates. The Producer understands and agrees that failure to comply with these requirements during the validity of the Agreement will constitute a material breach of the Agreement; and
4. Information undertaking. The Producer shall inform Soldera of any encumbrances and rights of third parties over the Producer's Energy Attribute Certificates upon entering into the Agreement but not later than within 10 days from the effective date of the Agreement. The Producer undertakes to immediately inform Soldera of any encumbrances and rights of third parties over the Producer's Energy Attribute Certificates during the validity of the Agreement.

OBLIGATIONS OF THE MEMBERS

Cooperation. The Member shall cooperate with Soldera and makes available to Soldera all information necessary for Soldera to perform the Agreement. The Member undertakes to reply to all requests and enquiries from Soldera within 7 days.

FEE AND COSTS

Fee. The Member pays to Soldera a Fee for the performance of the Agreement in the amount set out in the Price List (Annex 4). In case of a sales transaction, if the concluded sales agreement has been performed by a third party (i.e., the sales price of the Energy Attribute Certificates has been paid to Soldera). Soldera is also entitled to claim a Fee if:
1. a sales transaction with the Energy Attribute Certificates made by Soldera on behalf of the Member is not completed due to a circumstance attributable to the Member; or
2. Soldera buys the Energy Attribute Certificates itself; or
3. the Member finds a buyer for the Energy Attribute Certificates.
Charging the Fee. A Fee becomes payable from the moment as specified in the Price List. After the sales transaction has been made, Soldera has the right to claim the Fee out of the proceeds of the sale of the Member's Energy Attribute Certificates.
Reimbursement of costs.
1. The Member shall reimburse Soldera of any reasonable, direct and documented costs in connection with the Services.
2. The transaction costs incurred by Soldera in connection with any transaction in the Energy Attribute Certificates may be deducted from the proceeds of the transaction before the Fee is collected. Examples of costs include bank transfer fees, Registry import/export prices, etc.
Invoicing. Soldera may issue the Member a separate invoice for the payment of a Fee or for reimbursement of costs not deducted from or set off against any payments under the Agreement. Soldera shall send the invoice electronically to the Member's email address indicated in the Special Conditions or in the Soldera Platform. The Member shall pay the invoice within 30 days of the submission, unless provided otherwise in the respective invoice.
Taxes. The amounts stated in the Agreement are without withholding tax or value-added tax. The value-added tax treatment of any supply under the Agreement is determined in accordance with the Value-Added Tax Act of the jurisdiction in which the transaction subject to value-added tax is deemed to take place.
Set-off. Each Party has the right to set off any sums payable by the other Party against claims for reimbursement of costs, contractual penalty, and compensation for damage arising under the Agreement or by law.

CONFIDENTIALITY

Confidential information. The Parties keep the conditions of the Agreement and the information obtained in the course of performance of the Agreement confidential and do not disclose it to third parties, except in the following cases:
1. where disclosure is required by law; or
2. where a Party discloses information to its credit and financial institutions, advisers, auditors, or other parties who are obligated to keep it confidential; or
3. if a Party discloses information to the local authority who manages the Registry.
Additional obligations of Parties. A Party undertakes:
1. to exclude the possibility of confidential information coming into the possession of third parties, being made available to third parties, or being accessed by third parties, except in cases agreed in the Agreement;
2. to store the information media containing the confidential information provided to it for the performance of the Agreement separately from other information media in its possession and return them within 7 days of the expiry of the Agreement or at the request of the other Party. Information media containing confidential information that cannot be returned must be destroyed within 7 days of the expiry of the Agreement or receipt of a request from the other Party;
3. to notify the other Party immediately if a breach of the duty of confidentiality has occurred or is suspected to have occurred;
4. in the event that a Party is obligated to disclose confidential information, to use its best efforts to consult with the other Party prior to such disclosure.
Right to share data. Notwithstanding any of the limitations in this Section 8, Soldera has the right to disclose details of the Energy Attribute Certificates and related information concerning the Member, including information about the Producer's generating installations associated with the specific Energy Attribute Certificates, to potential Counterparties, to market participants providing trade, clearing or settlement services in relation to the Energy Attribute Certificates, including the operators of the Registries, organisations assessing or evaluating the Energy Attribute Certificates or their producers, or to other persons related to the market for the Energy Attribute Certificates who Soldera reasonably deems reliable and relevant for the purposes of facilitating the provision of Services in the interest of the Members. Such disclosure shall be limited to information available to Soldera through the Registry and shall not include the Member's contact details unless the Member has provided explicit consent.
Term. The duty of confidentiality remains in force for the validity of the Agreement and for a period of 1 year from the expiry of the Agreement.

LIABILITY

Soldera's liability. Soldera is liable for the breach of its obligations arising from the Agreement if Soldera has breached the obligation intentionally or due to gross negligence. Soldera is not liable for the performance of any obligations of a third party arising out of an agreement entered into by Soldera for the account of the Member. Soldera is not liable for any loss or damage caused by the acts or omissions of the Registry, unless caused by Soldera's intentional actions. Soldera will only compensate for direct patrimonial damage suffered by the Member as a result of the breach of obligations up to a maximum of the Fees paid by the respective Member during the preceding six months. Soldera will not compensate the Member for any loss of income or non-patrimonial damage. To claim compensation for damage from Soldera, the Member must file a claim for the compensation of damage at the first opportunity; however, not later than within 1 year after the damage occurred.
Liability of the Member. The Member is liable for any breach of its obligations arising from the Agreement, including breaches by the Member's representatives or any other persons used by the Member to perform the Member's obligations, unless such breach is due to excusable circumstances (i.e., Force Majeure). For clarity, the Member's delegation of responsibilities to third parties does not in itself constitute an excusable circumstance. The Member in breach of the Agreement is obligated to compensate Soldera for the damage caused by the breach of the Agreement, and also for any claims of third parties against Soldera caused by the Member's breach of the Agreement. The Member's liabilities are limited to up to a maximum of the Fees paid by the respective Member during the preceding six months. To claim compensation for damage from the Member, Soldera must file a claim for the compensation of damage at the first opportunity; however, not later than within 1 year after the damage occurred.
Contractual penalty.
1. If one of the Parties terminates the Agreement due to a material breach of the Agreement by the other Party, or if one of the Parties breaches the obligations agreed in Chapter 8 during the validity of the Agreement or after the expiry of the Agreement, the Party in breach of the obligation is obligated to pay to the other Party a contractual penalty of up to EUR 1,000.
2. In addition to the contractual penalty, the aggrieved Party has the right to claim compensation for damage from the Party in breach of the Agreement in the amount exceeding the amount of the contractual penalty.
3. A Party must give notice of its intention to submit a contractual penalty claim within 6 months of becoming aware of the right to claim contractual penalty.
4. A Party undertakes to pay the contractual penalty within 14 days of receipt of the respective claim.
Default interest. In the event of delay in the performance of financial obligations arising from the Agreement, the default interest rate is 0.05% of the overdue amount per day.
Unlimited liability. The limitations of liability agreed in the Agreement do not apply in the case of intentional breach or other cases provided for by law.

FORCE MAJEURE

Force majeure. The non-performance or unsatisfactory performance of a Party's obligations is not considered a breach if it was caused by force majeure, which the Parties consider to be the circumstances described by the governing law (Force Majeure). For example, Force Majeure may include: (i) the suspension of some or all of the processes of the Registry by the local authority who manages the Registry due to a security breach or following reasonable suspicion of a breach of security which threatens the integrity of the Registry system (including any back-up facilities); scheduled or emergency maintenance on the Registry; or the failure to operate and maintain the Registry in accordance with the Registry Rules or any other applicable law; (ii) an act of war (whether declared or undeclared), invasion, armed conflict, act of a foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, sabotage, terrorism or the threat of sabotage or terrorism; (iii) any act of state or other exercise of sovereign, judicial or executive prerogative by any government or public authority, including expropriation, nationalisation or compulsory acquisition or acts claimed to be justified by executive necessity; or (iv) any epidemic, plague, explosion, chemical or radioactive contamination or ionising radiation, lightning, earthquake, tempest, flooding, fire, cyclone, hurricane, typhoon, tidal wave, whirlwind, storm, volcanic eruption and other unusual and extreme adverse weather or environmental conditions or action of the elements, meteorites, collision or impact by any vehicle, vessel or aircraft or objects falling from aircraft or other aerial devices or the occurrence of pressure waves caused by aircraft or other aerial devices travelling at supersonic speed.
Notification. If a Party (Affected Party) fails or expects that it will fail to perform an obligation arising from the Agreement due to a Force Majeure event, the Party must provide the other Party (Non-Affected Party) with written notice containing the details of the Force Majeure event (Force Majeure Notice) within 30 days of becoming aware of such Force Majeure event.
Consequence of Force Majeure. The Affected Party must make all reasonable efforts to eliminate or mitigate the consequences of the Force Majeure event. If the Affected Party is unable to perform an obligation arising from the Agreement due to the occurrence of a Force Majeure event, such breach:
1. is permitted at the time and to the extent that performance is prevented by Force Majeure, but only at that time and to that extent. For the sake of clarity, an event of Force Majeure will not relieve either Party of any obligation arising from the Agreement that it is capable of performing irrespective of the occurrence of such Force Majeure event;
2. does not give rise to any liability whatsoever on the part of the Non-Affected Party for any loss or damage arising out of or in any way connected with such non-performance at the time of the occurrence of the Force Majeure event.
Termination of the Agreement. If, due to Force Majeure, the Affected Party is unable to perform an obligation arising from the Agreement (including an obligation with respect to the Registry) and such non-performance continues for a period of 60 days after the date on which the Force Majeure Notice is received by the Non-Affected Party without the Parties being able to negotiate mutually acceptable alternative measures to implement the Agreement by the end of that period, the Non-Affected Party has the right of extraordinary cancellation of the Agreement by giving written notice to the Affected Party.

OTHER MATERIAL CONDITIONS

Merger clause. The Agreement contains all the conditions of the Agreement and supersedes any previous declarations of intent of or agreements between the Parties not included in the Agreement.
Marketing. Soldera has the right to organise marketing campaigns in cooperation with third parties to provide the Member with information about the products or services of such third parties. Soldera does not have the right to share the contact details of the Member without the respective written request of the Member. The Parties have the right to use each other's names and trademarks in marketing to refer to each other as cooperation partners.
Independent contractors. The Parties are and remain independent parties. Nothing in the Agreement or any circumstances associated with its performance gives rise to any partnership or joint venture between the Parties.
Delay. Delay in enforcement of rights or performance of obligations arising from the Agreement does not constitute a waiver of that right or obligation. Separate or partial enforcement or execution of any right does not preclude enforcement or execution of that right in other parts or execution of any other rights or obligations.
Transfer of obligations and assumption of agreement. Soldera has the right to assign or delegate its obligations under the Agreement or transfer the Agreement, in whole or in part, to a parent undertaking or subsidiary without the consent of the Member and without prior notice to the Member. In such a situation, Soldera undertakes to inform the Member thereof in a form reproducible in writing. Any authorisations and instructions given by the Member under the Agreement to Soldera are deemed as given to the new provider of Services.
Governing law. The Agreement and any non-contractual obligation arising out of or in connection with the Agreement are governed by the laws of the Republic of Estonia. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement.
Dispute resolution. All disputes arising from or in connection with the Agreement are solved amicably by way of negotiations between the parties. Failing agreement, the dispute is resolved by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its rules. The arbitral tribunal is composed of three arbitrators. The seat of arbitration is Tallinn, Estonia. The language of the arbitral proceedings is English.

Principal Terms and Conditions for the Provision of the Service

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