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Basic Terms and Conditions

Establishes the basic obligations and rights of the Parties, the scope of responsibilities and the procedure for resolving disagreements in the provision of Services.

1. CONCEPTS

Buyers
a legal person engaged in the purchase, trade or use of Guarantees of Origin in its economic or professional activity.

Soldera
a legal person who holds a Guarantee of Origin account in the Register and, on the basis of the Agreement, performs operations with Guarantees of Origin on behalf of a third party (i.e. Member) but on its own behalf, but who does not own production equipment and does not produce electricity.

Soldera Platform
Soldera technological solution that simplifies and automates communication, data exchange and accounting between the Parties to carry out sales transactions for Guarantees of Origin.

Treaty
A legally binding commission agreement between the parties for the provision of Services, of which the General Conditions of the Agreement and the Special Conditions of the Agreement are part.

Member
a natural or legal person who enters into the Agreement in their economic or professional activity and, as a market participant, produces electricity from a renewable energy source with a production plant located in Estonia.

Piscina or Parties
Soldera and Member named separately or together.

Guarantee of Origin
an electronic document provided for in the Energy Management Organisation Act, issued to the Member by Elering AS (registry code 11022625) as a system administrator and certifying that the electricity has been produced from a renewable energy source.

Registrieren
Electronic database of Guarantees of Origin created and managed by Elering AS as a system administrator, in which the issue, use, export, import and revocation of Guarantees of Origin are managed.

Registry rules
Terms and conditions and procedures for the use of the Register developed and published by Elering AS and AIB of the Association of Authorities Issuing Guarantees of Origin (Association of Issuing Bodies), which maintains a central electronic register of Guarantees of Origin (AIB Hub), a standardised pan-European rulebook of Guarantees of Origin developed and published(The European Energy Certificate System perhaps EEKS).

Change of law
the establishment, modification or modification of the application of any law, regulation, binding rule (including, but not limited to, Registry rules), principles or rules or requirements of a public authority (or a modification of their interpretation by any relevant authority) that would materially and adversely affect the ability of Soldera and/or the Member to enforce its rights or perform significant obligations arising from the Agreement.

Reward
the commission 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.

Service
The activities, tools and benefits that Soldera offers to the Member under the Agreement as agreed in the Special Terms and Conditions of the Agreement.

Withdrawals Bank Account
bank account to which the sales revenue belonging to the Member is received after submitting an invoice on the Soldera Platform.

2. SCOPE OF SERVICES

2.1. Services. In accordance with the Special Terms and Conditions of the Agreement, the scope of the Services may include the following activities:

2.1.1. Tomings in the Register on behalf of a 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. Soldera may submit to the Registry contracts signed by the Member on Soldera's initiative. Soldera is responsible for ensuring that communication with the Registry is available to the Member. Soldera is not responsible for the fulfilment of the Member's obligations to the Registry arising from the Registry rules, i.e. in the course of providing this Service, the Member's own obligations to the Registry do not diminish, but Soldera assists the Member in fulfilling these obligations.

2.1.2. Sale of Member's Guarantees of Origin. In the course of this Service, Soldera undertakes to carry out sales transactions in its own name and at the expense of the Member with the Guarantees of Origin belonging to the Member. The procedure for the provision of this Service is based on Trading (see Annex 2 to the General Terms and Conditions) and is based on the Law of Obligations in matters not specified in the Agreement.

2.1.3. Soldera Platform Offering. In the course of this Service, Soldera will Available to the member on the Soldera Platform. Through the Soldera Platform, for example, the Member can manage data, give instructions and submit invoices.

2.2 Authorization. The Member grants Soldera the necessary authority for the provision of the agreed Services for the duration of the Agreement: to perform all registry operations in the Registry necessary for the Member to register an account, issue Guarantees of Origin and carry out sales transactions of Guarantees of Origin. If necessary, the Member shall grant Soldera a power of attorney to that effect or assign the corresponding rights in the Register. It is not possible to revoke this mandate without termination of the Agreement, unless the Parties have agreed otherwise.

3. STATEMENTS AND CONFIRMATIONS OF THE PARTIES

3.1. Mutual Statements and Affirmations. Each Party shall declare and confirm to the other Party at the time of signature and validity of the Agreement that:

3.1.1. has the right to assume and perform the obligations arising from the Agreement and the Agreement creates legal, valid and binding obligations for the Parties;

3.1.2. The conclusion of the Agreement and the performance of the Party's obligations shall not and shall not conflict with (i) applicable laws and regulations, (ii) judicial decisions and administrative acts, or (iii) any binding contract which the Party has entered into or intends to enter into;

3.1.3. the representative rights of the representative who signed the Agreement on their behalf are valid and the representative has all the necessary powers to sign the Agreement on their behalf;

3.1.4 it is not insolvent or bankrupt, and no proceedings are under way or foreseen that would result in it going bankrupt or becoming insolvent; and

3.1.5 they understand and accept the rules of the Registry and the General Terms and Conditions of 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 was able to influence the content of each agreement, and no agreement constitutes a standard condition.

3.2 Member Statements and Affirmations.The Member shall publish and certify to Soldera at the time of signing and validity of the Agreement that:

3.2.1. they have the right to transfer Guarantees of Origin and the Guarantees of Origin are not subject to a ban on transfer and seizure;

3.2.2. Guarantees of Origin are free from encumbrances and rights of third parties (such as a pledge) that could reasonably affect a Member's ability to enter into the Agreement and fulfil its obligations;

3.2.3. Guarantees of Origin comply with the conditions laid down in the rules of the Register;

3.2.4. they have not entered into and will not enter into a commission contract or other agreement with any other person for the purpose of mediating the sale of Guarantees of Origin during the period of validity of the Agreement;

3.2.5. there are no pending or probable legal proceedings or other legal proceedings against them that could affect their ability to enter into the Agreement and fulfil their obligations under the Agreement;

3.2.6. they shall immediately inform Soldera if the court has initiated bankruptcy proceedings or a decision to liquidate them as a legal person is adopted;

3.2.7. all data and documents submitted by them to Soldera or to the Register in connection with the Agreement are true, accurate, complete and not misleading in all material respects;

3.2.8. there are no facts or circumstances relating to its business which it has not expressly disclosed to Soldera and which, if published, could reasonably have been expected to have affected Soldera's decision to enter into the Agreement;

3.2.9. they are able to assess and accept (either by themselves or through independent professional advice) the Registry Rules and the General Terms and Conditions of the Agreement and the risks involved in the performance of the Contract and they fully understand the possible negative aspects and risks associated with the sale of Guarantees of Origin, including the fact that the origin The market value of the Guarantees of Origin is beyond Soldera's control and Soldera makes no warranties, direct or indirect, as to the supply, demand or market price of Guarantees of Origin;

3.2.10. does not use or attempt to use Guarantees of Origin or funds derived from the sale of Guarantees of Origin for money laundering or terrorist financing or activities that are prohibited by international trade restrictions, export control and/or sanctions rules or that are contrary to good business practices; and

3.2.11. The Withdrawals Bank Account designated by the Member on the Soldera Platform belongs to the Member.

4. THE ROLE AND RESPONSIBILITIES OF THE MEMBER

4.1. The Member's role is to participate in the Agreement as a producer of electricity and as a consignor of Guarantees of Origin, and this role includes the following obligations:

4.1.1. Initial Registration in the Registry. In order to issue Guarantees of Origin, a Member must register their production facility and open an account in the Register in accordance with the rules of the Register;

4.1.2. Reporting and Data Submission. Regular submission of data related to the production of electricity (i.e. any information necessary for the registration of a generating device in the Register, opening and maintaining an account in the Register, as well as for the issuance and transfer of Guarantees of Origin) at Soldera's request in the manner indicated by Soldera. Soldera has the right to transfer this data to third parties (for example Elering AS) if this is necessary for the performance of the Agreement;

4.1.3. Compliance with the requirements for the production of electricity.The Member shall comply with the requirements laid down for production in order to be able to issue Guarantees of Origin. The Member understands and agrees that failure to comply with these requirements during the term of the Agreement will constitute a material breach of the Agreement; and

4.1.4. Collaboration. The Member shall cooperate with Soldera and shall make available to it all the necessary information that Soldera needs to perform the Agreement. The Member undertakes to respond to all requests and enquiries submitted by Soldera within 7 days.

5. FEES AND COSTS

5.1. Fees.The Member shall pay Soldera a Fee for the performance of the Agreement in the amount prescribed in the Agreement when the concluded sales contract is executed by a third party (i.e. the sale price of the Guarantees of Origin have been paid to Soldera). Soldera is also entitled to claim the Fee if:

5.1.1. the transaction for the sale of Guarantees of Origin is made by Soldera on behalf of a Member remains unfulfilled due to a circumstance arising from the Member; or

5.1.2. Soldera purchases the Guarantees of Origin; or

5.1.3. The Member finds a Buyer for the Guarantees of Origin themselves.

5.2. Taxes. The amounts specified in the contract are provided without withholding tax or VAT. VAT for any transaction shall be determined in accordance with the VAT law of the jurisdiction in which the taxable transaction is deemed to have taken place.

5.3. Settlement. Soldera has the right to offset the amounts to be paid by Soldera to the Member against claims for reimbursement of expenses arising from the Contract or the law, contractual penalty and damages.

6. CONFIDENTIALITY

6.1. Confidential information. The parties keep the terms of the Agreement and the information obtained in the course of the performance of the Agreement confidential and do not disclose it to third parties, except in the following cases:

6.1.1. if publication is required by law; or

6.1.2. if a Party discloses information to its credit and financial institutions, advisers, auditors or other persons who are required to keep it confidential; or

6.1.3. if the Party discloses the information to Elering AS or another system administrator for Guarantees of Origin.

6.2 Additional obligations of the parties.The Party undertakes to:

6.2.1. exclude the entry into the possession of confidential information by third parties, making it available to third parties or the possibility of access by third parties to the information, except in the cases agreed in the Agreement;

6.2.2. store the data carriers containing confidential information provided to them for the performance of the Agreement separately from other data carriers in their possession and return them within 7 days at the end of the Agreement or at the request of the other Party. Data carriers containing confidential information, which cannot be returned, shall be destroyed within 7 days from the date of termination of the Agreement or receipt of the claim of the other Party;

6.2.3. inform the other Party immediately if there has been or if the Party suspects that a breach of confidentiality has occurred;

6.2.4. if a Party is required to disclose confidential information, make every effort to consult with the other Party prior to such disclosure.

6.3. Deadline.The confidentiality obligation applies during the term of the Agreement and 1 year from the expiration of the Agreement.

7. RESPONSIBILITY

7.1 Soldera's Liability. Soldera shall be liable for any breach of its obligations under the Agreement if Soldera has breached the obligation intentionally or through gross negligence. Soldera is not responsible for the performance of third party obligations arising from the contract concluded by it on behalf of the Member. Soldera shall not be liable for any damages resulting from the Registry's actions or omissions, except as a result of Soldera's wilful actions. Soldera shall compensate only direct property damage caused to the Member due to breach of obligations up to a maximum of EUR 1000. Soldera will not compensate the Member for lost income or non-pecuniary damage. In order to claim compensation from Solderal, the Member must file a claim for compensation as soon as possible, but not later than within 1 year of the occurrence of the damage.

7.2. Member's Liability. The Member shall be liable for any breach of its obligations under the Agreement, unless the breach is excusable. A Member shall also be held liable for breach of the Agreement if the Member's representative or other person used by the Member to perform its obligations is responsible for the breach of the Agreement. The Member shall only compensate for direct material damage caused by Soldera as a result of a breach of its obligations to a maximum of EUR 1000. The Member shall not compensate Soldera for lost income or non-pecuniary damage. In order to claim compensation from a member, Soldera must file a claim for damages as soon as possible, but not later than within 1 year of the occurrence of the damage.

7.3. Fines fo Breach of Contract.

7.3.1. If one Party terminates the Agreement because the other Party has materially breached the Agreement or if a Party breaches the obligations agreed in Chapter 6 during the validity of the Agreement or after the expiration of the Agreement, the breaching Party undertakes to pay the other Party a contractual penalty in the amount of up to €1000.

7.3.2. In addition to the contractual penalty, the injured Party has the right to demand compensation from the Party which has breached the Agreement in an amount exceeding the amount of the contractual penalty.

7.3.3. The party must notify its intention to file a contract penalty claim within 6 months of becoming aware of the entitlement to the contractual penalty claim.

7.3.3. The party undertakes to pay the contractual penalty within 14 days from the receipt of the corresponding claim.

7.4. Delay. In case of delay in the performance of financial obligations under the contract, the default rate is 0.05% of the amount outstanding on time per day.

7.5. Unlimited liability. The limitations of liability agreed in the contract do not apply in case of intentional violation or in any other case provided for by law.

8. FORCE MAJEURE

8.1 Force majeure.Failure or improper performance of a party's obligations shall not be regarded as a breach if it was caused by force majeure as a result of which the Parties regard the circumstances specified in the Law of Obligations Act (Force majeure).

8.2 Notification. When Half (Affected Party) is unable or expects to be unable to perform an obligation under the Agreement due to a force majeure event, it must submit to the other Party (Unaffected Party) a written notice containing the details of the Force Majeure Event, (Force Majeure Message) within 30 days of becoming aware of this Force Majeure event.

8.3. The consequence of force majeure.The affected Party shall make all reasonable efforts to eliminate or mitigate the consequences of the Force Majeure Event. If the affected Party is unable to fulfill its obligation under the Agreement due to the occurrence of a force majeure event, such a violation:

8.3.1. is permitted at the time and to the extent that the performance is prevented by Force Majeure, but only at that time and to the extent. For the sake of clarity, a Force Majeure Event does not release any Party from any obligation under the Agreement that it is capable of performing notwithstanding the occurrence of such Force Majeure Event;

8.3.2. does not entail any liability to the unaffected Party for damages arising out of or in any way connected with such failure at the time of the occurrence of the Force Majeure Event.

8.4. Termination of the contract. If the affected Party is unable to perform its obligation under the Agreement (including the Registry obligation) due to Force Majeure and such failure continues within 60 days after the date on which the Force Majeure Notice is received by the unaffected Party, without the Parties being able to negotiate mutually acceptable alternative measures by the end of that period In order to carry out the operation, the unaffected Party may exceptionally terminate the Agreement by sending a written notice to the affected Party.

9. OTHER IMPORTANT CONDITIONS

9.1. An exclusionary condition.The Agreement contains all the terms and conditions of the Agreement, and prior declarations of intent or agreements of the Parties that are not contained in the Agreement shall not be deemed part of the Agreement, nor shall the prior conduct of the Parties be deemed to be part of the Agreement. For example, if a Member enters into several Soldera Platform Membership Agreements with Soldera, then only the most recently signed Soldera Platform Membership Agreement will apply.

9.2. Marketing. Soldera has the right to conduct marketing campaigns in cooperation with third parties in order to provide the Member with information about the products or services of those third parties. Soldera does not have the right to share a Member's contact information without a corresponding written permission from the Member. The parties have the right to use each other's name and brand in marketing to refer to each other as cooperation partners.

9.3. Independent parties. The parties are and remain independent parties. The conclusion of the contract and the circumstances related to its performance do not create a partnership or joint venture between the Parties.

9.4. Delay. Delay in the payment of a right under the Agreement or in the performance of an obligation does not constitute a waiver of this right and obligations. The payment or exercise of any right, separately or in part, shall not preclude the payment or exercise of that right in any other respect or the exercise of any other right or obligation.

9.5. Transfer of obligations and transfer of the contract. Soldera has the right to transfer its obligations under the Contract or the Agreement in whole or in part to its parent or subsidiary without the consent of the Member and without prior notification to the Member. Soldera undertakes to notify the Member in writing in such a situation.

9.6. Applicable law. The law of the Republic of Estonia shall apply to the Agreement and any non-contractual obligations arising therefrom or related to it. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement.

9.7. Jurisdiction. Disputes arising out of or relating to the Agreement shall be resolved by negotiation between the Parties. If negotiations fail to resolve the dispute, all disputes and claims arising out of or related to the Agreement shall be finally settled in the Arbitration Court of the Estonian Chamber of Commerce and Industry on the basis of these Rules. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be Tallinn. The language of the arbitration proceedings shall be Estonian.

Additional income is already waiting

Guarantees of Origin can only be traded for the first 12 months after the moment of production, so it does not make sense to wait long.