Trading Procedure

This “Trading Procedure” document sets out the procedure for trading Guarantees of Origin and is a legally binding part of the Agreement.

1. TRADING ITEM

1.1 Object. Under the Agreement, Soldera undertakes to carry out for the Member, on its own name and for the account of the Member, sales transactions with the Member’s Guarantees of Origin, the conditions of sale of which must be fixed based on the principles described herein. The Member undertakes to pay Soldera the Fee for this. Soldera’s action in relation to the Member is of a continous nature. 

1.2 Exclusivity. Soldera has the exclusive worldwide right to sell the Member’s Guarantees of Origin. The Member represents and warrants that the Guarantees of Origin are not subject to any other mediation agreements and that the Member will not initiate any other actions in relation to them. Exclusive right also means that, during the validity of the Agreement, Soldera has the right to receive the Fee even if the Member finds a Buyer for the Guarantees of Origin.

1.3 Aggregation of the Sales Transaction.The Member acknowledges that Soldera has the right to sell Guarantees of Origin of multiple parties in a single sales transaction.

2. MEMBER INSTRUCTIONS

2.1 Instructions.The Member has the right to give instructions to Soldera necessary for the performance of the Agreement (e.g., setting the minimum price for Certificates of Origin) only via the Soldera Platform to the extent specified therein and provided that the Soldera Platform has such functionality for providing instructions.

2.2 Failure to enter into a sales transaction. If it is not possible to comply with the Member’s instructions when making the sales transaction, the Member’s Guarantees of Origin will be excluded from the sales transaction and the Member is not entitled to the proceeds of the sales transaction or be notified of the conditions of the sales transaction.

3. TIMING OF THE SALE TRANSACTION

3.1 Timing. Soldera has the exclusive right to decide when to initiate a sales transaction. The Member acknowledges that since Soldera aggregates Guarantees of Origin of multiple parties, Soldera’s ability to make a sales transaction is affected by how many Guarantees of Origin Soldera is able to sell across all parties at any given time.

3.2 Property liability related to timing. The Member acknowledges that Soldera is under no obligation to time the sales transaction so as to maximise the price offered on the market. Instead, Soldera’s purpose is to sell Guarantees of Origin as often as possible. Soldera is not liable for any damage or other negative consequences resulting from the timing.

4 PRICE FORMATION

4.1 Taking quotes. Before entering into a sales transaction, Soldera is obligated to ask for a price quote from at least three independent Buyers, whereby (i) at least one Buyer must be located or operate outside Estonia and (ii) one price quote must be obtained from a Buyer related to Soldera’s previous successful sales transaction; however, Soldera is not responsible for that Buyer making an offer. 

4.2 Documentation. Soldera undertakes to document and store the price quotes received so that it can be proved, if necessary, that the Member obtained the best price for its Guarantees of Origin based on the price quotes made by the Buyers.

5. MAKING A SALES TRANSACTION

5.1 Initiation. Once Soldera has received the necessary price quotes and it is possible to include the required number of Guarantees of Origin for the sales transaction, Soldera can initiate the sales transaction. 

5.2 Selection of Buyer. Soldera chooses the offer with the best price from among the Buyers’ price quotes. The Member acknowledges that, due to the aggregation of the sales transaction, there can be no certainty that, hypothetically, the sale of the Member’s Guarantee of Origin separately would not have allowed for a better sales price. 

5.3 Soldera itself in the role of the Buyer. Soldera has the right to appoint itself or a person related to Soldera as buyer in a sales transaction only if Soldera’s price quote is equal to or better than the Buyers’ best price quote and if the other conditions are either equal to or better for the Member than the Buyers’ offers.

5.4 Non-involvement of a Member in the transaction. If the Buyer does not purchase the entire quantity of Guarantees of Origin sold by Soldera, Soldera will make a reasonable effort to sell, on a priority basis, those Certificates of Origin that are the oldest (i.e. closest to the end of its trading period). Soldera will then take into account the Buyer's preferences in order to finally decide which Guarantees of Origin will remain unsold with this sale transaction. The Member acknowledges that Soldera accepts no responsibility for any damage or other negative consequence resulting from decisions made in such a situation. Soldera will make reasonable efforts to sell Guarantees of Origin excluded from the sale transaction as well, if possible.

5.5 Preparatory actions in the Registry. Soldera has the right to transfer the Member’s Guarantees of Origin to its own account in the Registry to provide Soldera with sufficient certainty to make the sales transactions and to facilitate Soldera’s preparation of sales transactions. The Member does not have the right to reclaim these Guarantees of Origin back to the Member’s account during the validity of the Agreement. The Member has the right to get back any unsold Guarantees of Origin held by the Member at the expiry of the Agreement.

6. FEE AND COST CALCULATION

6.1 Charging the Fee. 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 Guarantees of Origin. 

6.2 Deduction of costs. The costs of the sales transaction are deducted from the proceeds of the sale before the Fee is collected. Examples of costs include bank transfer fees, Registry import/export prices, etc. Soldera’s own normal operating costs, such as salaries and travel expenses, are not considered as costs, as they have to be covered by the Fee. 

7. NOTIFICATION

7.1 Within 5 days after making a sales transaction, Soldera informs the Member in writing of making the sales transaction. The notification must include at least the following information: the price received, and the quantity sold. In this context, the point in time at which the sales transaction takes place is deemed to be the point in time at which (i) the Guarantees of Origin have been transferred to the Buyer, and (ii) the sales price has been paid in full to Soldera.

8. SUBMISSION OF INVOICES

8.1 Procedure for submitting an invoice. Upon receipt of the notification, the Member has the right to invoice Soldera for the Guarantees of Origin sold via the Soldera Platform. Soldera is under no obligation to make any payment to the Member before the invoice is submitted. 

8.2 The content of the invoice An invoice must include the sales price of the Guarantees of Origin, less the Fee and costs, and the quantity.

8.3 Invoice filing time. The Member has the right to submit an invoice concerning a sales transaction during the validity of the Agreement. No other time limit applies to the submission of invoices. Until the invoice is submitted, Soldera will hold the funds awaiting payment in a bank account opened for this purpose. 

9. MAKING PAYMENTS

9.1 Payment. If the Member has submitted an invoice via the Soldera Platform, Soldera is obligated to transfer the corresponding amount to the Member’s Payment Account within 7 days of the invoice submission. 

9.2 Default interest. The Member has the right to charge default interest of 0.05% of the overdue amount per day.

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