Issuance Service Agreement (Archived)

Issuance Service Scope and Fees

1. Soldera shall provide services to support the issuance of Energy Attribute Certificates on the Member's behalf as an additional Service pursuant to Section 3 of Annex 4 (Fees for Other Services). This Service is comprised of the following three distinct steps:

   1. Step 1 (Data Collection): Accepting the Member's production device's production data from the Member, Registry operator, or other third party, depending on the operational requirements of the specific country.

   2. Step 2 (Processing and Submission): Processing this data into the necessary form required by the Registry Operator and submitting this data.

   3. Step 3 (Monitoring and Coordination): Monitoring the issuance process, accepting feedback from third parties, and coordinating with the Member and any relevant third party in cases which require their active involvement in order to resolve issues.

2. The pricing for this Service is determined based on the country of issuance as follows:

   1. Fixed Pricing markets:

      1. Poland; Germany: EUR 0.04 per MWh issued;

      2. Lithuania: Free of charge.

   2. Other markets: EUR 0.04 per MWh issued, unless a different pricing structure or amount is specified via the Soldera Platform in which case the pricing structure may consist of multiple components, including but not limited to a fee per MWh issued and a fee per issuance operation per device.

All fees stated in EUR above are payable in EUR or the equivalent in the applicable local currency.

Liability for Issuance Service

Notwithstanding the limitation to gross negligence set forth in the first paragraph of Section 9.1 of Annex 3, Soldera shall be liable for direct patrimonial damage incurred by the Member resulting from Soldera's negligence or operational failure in performing the Issuance Service. This expanded liability is strictly limited to actions Soldera must perform in the issuance process and is subject to the following limitations:

1. Member Inputs and Cooperation: Soldera shall not be liable if the failure to issue Energy Attribute Certificates is caused by the Member's failure to provide necessary, accurate, or timely data, documentation, or cooperation (including responses to requests for clarification or active involvement in Step 3) as requested by Soldera.

2. Data Availability: Soldera shall not be liable for any failure to issue resulting from the inability to obtain production data where such data is required to be sourced from a third party (Step 1). This exclusion applies regardless of whether the failure is due to technical issues, data unavailability, or the refusal/failure of the third party to transmit such data to Soldera in a timely manner.

3. Data Accuracy: Soldera shall not be held liable for the accuracy of any data used in the issuance process. The Member assumes full responsibility for data accuracy in all instances, including where the Member explicitly confirms data or where Soldera approves data on the Member's behalf pursuant to the Member's consent as described in Section 4.

4. Third Party Acts: In accordance with Section 9.1 of Annex 3, Soldera remains not liable for any loss, damage, failure to issue, or delay caused by the acts, omissions, technical failures, or delays of the Registry operator, Distribution System Operators (DSOs), Transmission System Operators (TSOs), government regulators, or any other third party. This specifically includes delays by such third parties in processing submissions (Step 2) or providing feedback (Step 3).

5. General Limitations: Except for the lowered culpability threshold (operational failure) agreed herein, all other limitations of liability set forth in Section 9 of Annex 3 (including the exclusion of non-patrimonial damage and the maximum liability cap based on Fees paid) shall continue to apply to this Service.

Payment of Registry Fees

Notwithstanding Clause 7 (Fee and Costs) of Annex 3, the Parties agree that Soldera shall generally reimburse itself for applicable Registry application or issuance fees by deducting the corresponding amount directly from the proceeds of the sales of the Member's Energy Attribute Certificates. However, if Soldera is unable to immediately offset these fees against amounts payable to the Member, Soldera reserves the right to issue an invoice to the Member for the issuance service in advance. In such cases, Soldera's obligation to proceed with the issuance actions in the Registry is conditional upon the prior receipt of these funds from the Member.

Issuance Process and Schedule

1. Schedule: The frequency of issuance shall be determined by Soldera based on the operational requirements of the relevant country, acting reasonably and with due regard to the Member's interests. By way of example, standard issuance frequencies are typically four times per year in Poland and in Germany, and once a month in Lithuania. The Parties may mutually agree to a different issuance schedule to be specified within the Soldera Platform, to the degree such adjustment is supported by the Soldera Platform.

2. Data Confirmation: The Member must provide explicit confirmation that the data is correct prior to every issuance. In cases where the relevant data is already in the possession of the Registry operator and issuance implies a confirmation of this data, the Member may give consent to Soldera to approve this data on the Member's behalf instead of providing individual confirmation for each issuance.