Soldera | General Terms

DEFINITIONS AND INTERPRETATION

1.1 The following capitalised terms in the Agreement have the meanings set out below or, where indicated, in the General Terms, a Product Addendum, or the Fee Schedule, unless the context requires otherwise:

Agreement means these General Terms, together with each Product Addendum and the Fee Schedule, as amended from time to time in accordance with clause 10.

Applicable Law means any law, statute, regulation, directive, rule, order, or requirement of any governmental or regulatory authority having jurisdiction, including the Registry Rules, in each case as in force and applicable to a party or to the subject matter of this Agreement.

Authorised User means any individual designated by the Company to access and use the Platform on the Company's behalf in accordance with clause 3.

Binding Instruction means a Platform Instruction that, once submitted by the Company in the Platform, creates an irrevocable and binding obligation on the terms recorded in the Platform, as further specified in the relevant Product Addendum.

Certificate means an energy attribute certificate, being an electronic record issued by or registered in a Registry that certifies attributes of energy production (including, without limitation, Guarantees of Origin (GO) issued under Directive (EU) 2018/2001, Renewable Energy Certificates (REC), International Renewable Energy Certificates (I-REC), and any other equivalent or successor instrument recognised in the applicable jurisdiction), where one such certificate represents one megawatt hour (1 MWh), one kilowatt hour (1 kWh), or equivalent unit of measurement of production depending on jurisdiction.

Certificate Transfer Instruction means a Platform Instruction requesting the transfer of Certificates between Registry Accounts, including (where supported by the relevant Registry) an instruction to accept an inbound transfer. A Certificate Transfer Instruction may arise under any Product Addendum that contemplates or requires the movement of Certificates between Registry Accounts.

Company means the entity or person identified in the Parties and Key Details section above, acting in a commercial and/or professional capacity only, that has entered into this Agreement with Soldera.

Company Data means all data and content submitted by or on behalf of the Company to the Platform, including production data, transaction data, account information, and any other information provided in connection with the Company's use of the Platform.

Confidential Information has the meaning given in clause 8.1.

Device means a generating installation, production device, or other asset that is or may be registered in a Registry as the basis for issuance of Certificates.

Fee means all fees, charges, commissions and reimbursable costs payable by the Company under the Agreement, including Registry Fees and those set out in the Fee Schedule.

Fee Schedule means the schedule of Fees made available by Soldera at soldera.org under the designated pricing page, whether incorporated into this Agreement by reference or appended to it, as amended from time to time in accordance with clause 10.

Force Majeure has the meaning given in clause 12.1.

Hosted Account means the account maintained by Soldera within the Platform through which the Company's beneficial entitlements to Certificates held in Soldera's Registry Account(s) are recorded, managed, and reported.

Linked Account means the account maintained by Soldera within the Platform through which the Company's Certificate holdings in the Company's own Registry Account are visible, managed, and reported.

Party or Parties means Soldera and the Company, referred to separately or collectively.

Platform means Soldera's technology platform (accessible via soldera.org and associated applications) through which the services described in this Agreement are made available, including all interfaces, tools, dashboards, and communication functionalities.

Platform Instruction means any action initiated by the Company or an Authorised User via the Platform, or deemed to be so initiated pursuant to a standing authority granted by the Company, that triggers a contractual obligation or requests the performance of a service under this Agreement, as further described in clause 4.

Platform Records means records generated or stored by the Platform in connection with this Agreement that document the submission and execution of Platform Instructions, including confirmations, timestamps and transaction status entries.

Product Addendum means a modular set of terms published by Soldera as part of this Agreement that governs a specific category of Platform services, the obligations of which become operative when the Company first uses a feature governed by that Product Addendum. Product Addendums may be added, amended or withdrawn from time to time in accordance with clause 10.

Registry means any electronic registry, ledger, or equivalent system that records the issuance, ownership, transfer, cancellation, expiry, or other lifecycle events of Certificates, whether operated by a public authority or a designated private entity in the relevant jurisdiction.

Registry Account means an account in a Registry in which Certificates may be held and administered.

Registry Fees means any fees, charges or other costs imposed by or payable to a Registry, its operator, or any other third party in connection with the performance of services under this Agreement, including fees for registration, issuance, transfer, cancellation, account administration, and any intermediary or processing charges.

Registry Rules means the terms, conditions, and operational rules for the use of a Registry, as published by the relevant Registry operator from time to time.

Soldera means the legal entity identified in the Parties and Key Details section above that has entered into this Agreement with the Company.

Soldera Materials means the Platform, the services made available through the Platform, and any related software, algorithms, documentation, data models, methodologies, and other materials provided by or on behalf of Soldera, excluding Company Data.

1.2 In the event of any conflict or inconsistency between the documents forming part of this Agreement, the following order of precedence applies (highest first):

any clause-specific modifications explicitly agreed in writing between Soldera and the Company;
the Product Addendums and the Fee Schedule (equal rank; any conflict is resolved in favour of the more specific provision); and
these General Terms.

1.3 References to any legislation, directive, regulation, or statutory instrument include any amendment, re-enactment, or successor legislation in force from time to time.

1.4 Clause headings are for convenience only and do not affect interpretation.

1.5 Words in the singular include the plural and vice versa; words importing one gender include all genders; and references to a “person” include any individual, body corporate, partnership, unincorporated association, government, or governmental body.

1.6 References to “clauses” are to clauses of these General Terms unless explicitly stated otherwise.

1.7 The words “include,” “includes,” and “including” are not words of limitation and shall be construed as if followed by the words “without limitation.”

1.8 Where this Agreement requires anything to be done “via the Platform” or “through the Platform,” this means using the functionality made available by Soldera within the Platform for that purpose.

1.9 A requirement for any matter to be “in writing” or “written” is satisfied by communication in a form reproducible in writing, including email and confirmations or messages submitted through the Platform, unless this Agreement explicitly requires a specific form.

THE PLATFORM

2.1 Soldera operates a technology platform that enables companies to manage, buy, sell, and obtain services in relation to Certificates across multiple jurisdictions and Registry systems. The Platform provides integrated functionality spanning registry operations, Certificate trading, portfolio management, advisory services, and related tools. Soldera may act in different capacities in connection with specific Platform features, as specified in the relevant Product Addendum.

2.2 This Agreement applies to all Platform services used by the Company, regardless of where the Company is based or operates. The Platform's geographic and functional scope may expand over time as Soldera develops its infrastructure and Registry integrations.

2.3 The Platform's services are organised in modules, each governed by a Product Addendum. By accepting this Agreement, the Company accepts the terms of each Product Addendum as part of the Agreement. The specific obligations in each Product Addendum apply from the date the Company first uses a feature governed by that Addendum, on the basis of the Product Addendum terms as published on the Platform at the time of that first use, subject to any amendments made pursuant to clause 10. For the avoidance of doubt, a Product Addendum does not impose operative obligations on a Company who does not use any feature governed by that Addendum.

2.4 Soldera does not guarantee that any particular functionality, Registry integration, or certificate type will be made available in any specific jurisdiction or within any specific timeframe. Soldera may introduce new Platform features and services from time to time, which may be governed by existing or new Product Addendums added in accordance with clause 10.

ACCOUNT AND AUTHORISED USERS

3.1 To use the Platform, the Company must register an account by providing accurate and complete information as requested during the registration or onboarding process. The Company shall designate at least one primary Authorised User at the time of registration and may designate additional Authorised Users via the Platform. The Company shall ensure that each Authorised User is duly authorised to act on the Company's behalf, including to initiate Platform Instructions. Soldera is entitled to rely on any action taken or instruction given through the Company's account as duly authorised by and attributable to the Company.

3.2 The Company is solely responsible for the confidentiality and security of all credentials associated with its account and shall promptly notify Soldera of any actual or suspected unauthorised access or credential compromise. Soldera shall not be liable for any loss arising from unauthorised access resulting from the Company's failure to safeguard its credentials or to notify Soldera in accordance with this clause.

3.3 Soldera may, acting reasonably, refuse to register an account, suspend an existing account, or require additional verification information from the Company or any Authorised User at any time, including to comply with applicable know-your-customer, anti-money laundering, or sanctions requirements.

3.4 The Company may update its registration and contact details via the Platform where such functionality is available. If, as a result of changes initiated by the Company, the data recorded in the Platform conflicts with data stated elsewhere in this Agreement, the data recorded in the Platform shall be deemed correct.

3.5 Soldera may implement and update reasonable security and authentication measures for the Platform, including multi-factor authentication, device verification, session controls and access restrictions. Compliance with such measures is a condition of Platform access.

PLATFORM INSTRUCTIONS AND AUTHORISATIONS

4.1 Accuracy and binding effect. The Company is responsible for the accuracy and completeness of each Platform Instruction. Certain Platform Instructions, once submitted, constitute Binding Instructions that are irrevocable and may not be withdrawn, cancelled or amended except as explicitly permitted in the relevant Product Addendum.

4.2 Execution and rejection. Soldera shall execute Platform Instructions in accordance with this Agreement, subject to Applicable Law and the operational limitations of the Platform. Soldera may reject or delay a Platform Instruction that it reasonably determines would violate Applicable Law, compromise the integrity of the Platform or expose Soldera to disproportionate commercial risk. Soldera shall notify the Company of any such decision without undue delay. Where a Platform Instruction cannot be executed due to insufficient Certificates being available, Soldera may reject the instruction, execute it partially, or treat it as failed. Soldera may also delay execution of a Platform Instruction until it has received the relevant Fees.

4.3 Standing authority. Where the Company grants Soldera standing authority to perform a recurring service or to act on the Company's behalf on a continuing basis (whether via the Platform or otherwise in writing), each action taken by Soldera pursuant to that standing authority is deemed a Platform Instruction submitted by the Company for the purposes of this Agreement and the relevant Product Addendum. The scope and duration of any standing authority are as specified by the Company at the time it is granted and may be revoked by the Company via the Platform or in writing, subject to the terms of the relevant Product Addendum.

4.4 Certificate transfer authorisation. The Company authorises Soldera, for the duration of the Agreement, to initiate and execute Certificate transfers to or from the Company's Registry Account (or, where Certificates are held by Soldera on the Company's behalf, to or from the relevant Soldera Registry Account) in accordance with the Company's Certificate Transfer Instructions or as reasonably required to perform services under a Product Addendum.

4.5 Certificate transfer representations. Each time a Certificate Transfer Instruction is submitted by or on behalf of the Company (including where a transfer is initiated by Soldera pursuant to a Product Addendum), the Company represents and warrants that:

the Company is the lawful holder of, or has the legitimate right to direct the transfer of, the relevant Certificates;
the relevant Certificates are available for transfer in the applicable Registry Account at the time the instruction is submitted;
the Certificates are free from encumbrances, pledges, or third-party claims that could prevent or impair the transfer; and
the transfer does not violate Applicable Law or any binding obligation of the Company.

A Product Addendum may specify additional or modified representations for transfers arising under that Addendum.

4.6 Registry Account access. Where a Product Addendum or the performance of services under this Agreement requires Soldera to act in or through the Company's Registry Account, the Company authorises Soldera, for the duration of the Agreement, to:

access, maintain, and administer the Company's Registry Account(s) to the extent reasonably required to perform the relevant services; and
request and receive information relating to the Company's Certificates, Devices, production data, and Registry Account from the Registry to the extent reasonably required to execute a Platform Instruction or perform services under a Product Addendum.

This authorisation becomes operative when the Company first connects a Registry Account to the Platform or first uses a feature that requires Registry Account access. Soldera does not have the right to enter into separate agreements with a Registry on the Company's behalf. Where a Registry requires the Company to execute an authorisation document, power of attorney, or similar instrument directly, the Company shall do so promptly upon Soldera's reasonable request.

4.7 Withdrawal of authorisation. If the Company withdraws or restricts the authorisation granted under clause 4.6, Soldera's obligation to perform any service requiring that authorisation is suspended to the extent that performance requires the withdrawn authorisation. Either Party may treat a withdrawal that materially prevents Soldera from performing services under a Product Addendum as a termination of the relevant Product Addendum for the purposes of clause 11.

4.8 Linked Account. Where the Company has connected a Registry Account to the Platform, Soldera provides the Company with visibility over its registry holdings via the Linked Account. Soldera shall use reasonable efforts to ensure that the Linked Account reflects the current state of the Company's Registry Account. Soldera is not liable for delays in synchronisation between the Linked Account and the Registry. The Company shall manage Certificates displayed in the Linked Account exclusively via the Platform or by contacting Soldera directly. Soldera is not liable for discrepancies, errors, or failures in the execution of Platform Instructions to the extent arising from the Company's management of Certificates directly in the Registry outside the Platform.

REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, AND SUSPENSION

5.1 Each Party represents and warrants that it is duly organised, validly existing and in good standing under the laws of its jurisdiction, that it has full power and authority to enter into and perform this Agreement, and that its entry into and performance of this Agreement does not conflict with applicable law, its constitutional documents or any binding obligation. Each Party undertakes to comply with applicable law in connection with this Agreement, to maintain the accuracy of information provided to the other Party, and promptly notify the other Party of any material change.

5.2 The Company represents and warrants that all information provided to Soldera is accurate, complete and not misleading in any material respect, and that the Company's use of the Platform does not violate Applicable Law known to it. The Company undertakes to:

keep its account data and registration information accurate and notify Soldera of material changes without undue delay;
cooperate with Soldera's reasonable requests for information or verification;
not engage in any of the following prohibited activities:
1. any conduct intended to gain an unfair advantage in the pricing, volume, or allocation of Certificate transactions on the Platform;
2. submission of fraudulent, inaccurate or misleading data to the Platform, including manipulated production or Device data;
3. unauthorised access to, or interference with, the Platform, its infrastructure, or any other Platform user's account or data, including by introducing malware, conducting denial-of-service attacks, scraping in breach of Platform restrictions, or bypassing technical security measures;
4. any action that interferes with or disrupts the operation, integrity or security of the Platform; or
5. use of the Platform for any purpose that is unlawful under Applicable Law; and
not do anything that could reasonably be expected to damage the Platform's integrity, security or operation.

5.3 Soldera represents and warrants that the Platform operates materially as described within the Platform interface. Soldera undertakes to operate the Platform with reasonable skill and care. Feature-specific representations, warranties and undertakings are set out in the relevant Product Addendum and apply only when the Company uses the features governed by that Addendum.

5.4 Without prejudice to any other right or remedy, Soldera may suspend the Company's access to the Platform, in whole or in part, with immediate effect where Soldera reasonably determines that:

the Company has breached, or Soldera reasonably suspects a breach of, the undertakings in clause 5.2(c) or 5.2(d);
the Company's account or the Platform is subject to, or at material risk of, a security incident, fraud or unauthorised access;
suspension is necessary to comply with Applicable Law, a court order, or a direction from a competent authority;
a technical issue affecting the Company's account creates a material risk to the Platform or other Platform users; or
the Company has failed to pay undisputed amounts when due and such failure continues for 14 days after written notice.

Soldera shall use reasonable efforts to notify the Company of any suspension and to restore access promptly once the relevant issue is resolved. A suspension under this clause does not limit Soldera's right to terminate this Agreement under clause 11.

FEES AND PAYMENT

6.1 The Company shall pay all amounts due under this Agreement, including Fees for Soldera's services in accordance with the Fee Schedule and Registry Fees in accordance with clause 6.2. Where the Fee Schedule is amended, the version in effect at the time a Fee is incurred applies to that Fee. Where Soldera and the Company have agreed in writing to specific Fee terms that explicitly differ from the Fee Schedule, those agreed terms prevail for the scope and period stated and may not be amended unilaterally by Soldera.

6.2 Registry Fees incurred by Soldera in performing services under this Agreement are payable by the Company at cost. Soldera shall itemise Registry Fees separately from its own service fees in any invoice or deduction. Where Registry Fees result in invoice amounts with more than two decimal places, Soldera may round each line item to the nearest cent.

6.3 Soldera shall issue invoices to the Company for amounts due under this Agreement. Unless a different payment term is specified in the Agreement for the relevant amount, the Company shall pay each invoice within 30 days of the date of the invoice.

6.4 Where a Product Addendum provides for payments by Soldera to the Company (including proceeds from sales transactions), the Company authorises Soldera to issue self-invoices on the Company's behalf in accordance with applicable VAT requirements. Self-invoices issued by Soldera are deemed accepted by the Company unless the Company objects in accordance with clause 6.10.

6.5 All amounts stated in this Agreement, including in the Fee Schedule, are in euros (EUR) unless the applicable Fee Schedule specifies a different currency, and are exclusive of value added tax (VAT) and any other applicable taxes, duties, or levies. Where a Fee is payable in a currency other than the currency stated in the applicable Fee Schedule, the amount payable is converted at the European Central Bank reference rate (or, where no ECB rate is published for the relevant currency pair, a widely recognised interbank rate) at the time of invoicing. Where VAT or any other tax is payable, the relevant Party shall account for it in accordance with applicable law.

6.6 Where Soldera holds proceeds of a transaction on the Company's behalf, Soldera may deduct any Fees, costs, or other amounts payable by the Company under this Agreement from those proceeds before remitting the balance to the Company.

6.7 Overdue undisputed amounts accrue default interest at 0.05% per day from the due date until payment in full.

6.8 A Party that fails to pay any amount due under this Agreement shall reimburse the other Party's reasonable costs of collection (including legal fees).

6.9 Each Party may set off any amount due and payable by the other Party under this Agreement against any amount due and payable by it to the other Party under this Agreement. The Party exercising the right of set-off shall promptly notify the other Party of the set-off and the amounts involved.

6.10 If the Company disputes an invoice in good faith, it shall notify Soldera in writing before the payment due date, specifying the disputed amount and basis. The Company shall pay the undisputed portion by the due date.

INTELLECTUAL PROPERTY

7.1 Soldera and its licensors own and retain all right, title, and interest (including all intellectual property rights) in and to the Soldera Materials. Nothing in this Agreement transfers any ownership of intellectual property rights in the Soldera Materials to the Company, and the Company receives no rights in the Soldera Materials except as explicitly granted in this Agreement.

7.2 Subject to the terms of this Agreement, Soldera grants the Company a limited, non-exclusive, non-transferable, and revocable licence during the term of this Agreement to access and use the Platform solely for the Company's internal business purposes as contemplated by this Agreement.

7.3 The Company shall not (and shall not permit any third party to):

reverse engineer, decompile, or otherwise attempt to discover the source code or underlying algorithms of the Soldera Materials;
copy, modify, or create derivative works of the Soldera Materials;
use the Soldera Materials to build or support a product or service that competes with the Platform; or
remove or alter any proprietary notices on the Soldera Materials.

7.4 The Company retains all ownership of Company Data. To the extent it does not conflict with Soldera's confidentiality obligations under clause 8, the Company grants Soldera a worldwide, non-exclusive, royalty-free licence to use, process, and transmit Company Data solely to provide, improve, maintain, and secure the Platform and the services described in this Agreement.

CONFIDENTIALITY

8.1 Confidential Information means all non-public information (in any form) disclosed by or on behalf of one Party (the Disclosing Party) to the other Party (the Receiving Party) in connection with this Agreement, including the terms of this Agreement, business plans, financial information, technical data, trade secrets, Company Data, transaction details, and pricing information.

8.2 The Receiving Party shall:

keep all Confidential Information confidential, applying no less than a reasonable standard of care and in any event no less than the standard it applies to its own confidential information of a similar nature;
not disclose Confidential Information to any third party except as permitted by clause 8.3; and
use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

8.3 The Receiving Party may disclose Confidential Information:

to its affiliates, directors, employees, officers, agents, professional advisers, auditors, banks, and financing institutions, in each case on a need-to-know basis and subject to obligations of confidentiality no less restrictive than those in this clause 8;
to a Registry operator, issuing body, or regulatory authority, to the extent required for the performance of this Agreement or the operation of the Platform;
to potential or actual counterparties, market participants, and organisations involved in the evaluation, trading, transfer, or cancellation of Certificates, to the extent reasonably necessary for the facilitation of Platform services, provided that such disclosure shall not include the Company's contact details without the Company's prior consent;
where required by Applicable Law, the order of a court or tribunal, or the rules of any regulatory authority, provided that the Receiving Party shall (to the extent lawful and practicable) give prompt notice to the Disclosing Party and use reasonable efforts to limit the scope of disclosure; and
with the prior written consent of the Disclosing Party.

8.4 Confidential Information does not include information that:

is or becomes publicly available other than through a breach of this Agreement;
was in the Receiving Party's lawful possession prior to disclosure, without restriction on disclosure;
is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
is received from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

8.5 The obligations under this clause 8 shall survive termination or expiry of this Agreement for a period of 2 years from the date of termination or expiry, except that obligations relating to information that constitutes a trade secret under Applicable Law shall continue for so long as that information retains its trade secret status.

8.6 Upon termination or expiry of this Agreement, each Party shall, at the request of the other Party, return or destroy all Confidential Information of the other Party in its possession, except to the extent that retention is required by Applicable Law or necessary for the exercise of surviving rights.

LIABILITY

9.1 Subject to clauses 9.3 and 9.4, the aggregate liability of each Party to the other Party under or in connection with this Agreement (whether in contract, tort, under statute, or otherwise) shall not exceed the greater of: (a) the total Fees paid or payable by the Company to Soldera under this Agreement during the 6-month period immediately preceding the event giving rise to the claim; and (b) EUR 10,000. Soldera's liability under this Agreement arises only where Soldera has acted with gross negligence or wilful misconduct, except where a Product Addendum explicitly provides for a different standard. Soldera is not liable for any loss or damage caused by the acts, omissions, or processing times of a Registry or its operator.

9.2 Neither Party shall be liable to the other Party for any indirect, consequential, or special loss or damage, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of anticipated savings, arising under or in connection with this Agreement, regardless of whether such loss or damage was foreseeable or whether the liable Party was advised of the possibility of such loss or damage.

9.3 The limitation in clause 9.1 and the exclusion in clause 9.2 shall not apply to:

liability arising from a Party's fraud or wilful misconduct;
liability arising from a breach of clause 8 (Confidentiality);
a Party's obligations under clause 9.4 (Indemnities);
a Party's obligation to pay amounts that are due and payable under this Agreement (including Fees and other payment obligations); or
any other liability that may not be limited or excluded under Applicable Law.

9.4 Indemnities

9.4.1 Each Party (the Indemnifying Party) shall hold harmless and compensate the other Party (the Indemnified Party) from and against any third-party claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with the Indemnifying Party's breach of this Agreement.

9.4.2 The Indemnified Party shall:

promptly notify the Indemnifying Party in writing of any claim to which an indemnity may apply;
allow the Indemnifying Party reasonable control over the defence and settlement of the claim; and
provide reasonable assistance at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes obligations on the Indemnified Party without the Indemnified Party's prior written consent.

9.5 Each Party shall use reasonable efforts to mitigate its loss or damage arising from any breach of this Agreement by the other Party.

9.6 Agreed damages. If a Party terminates the Agreement due to a material breach by the other Party, or if a Party breaches its obligations under clause 8 during or after the term of the Agreement, the Party in breach shall pay the other Party agreed damages in the amount of up to EUR 1,000. The aggrieved Party retains the right to claim compensation for damage exceeding the agreed damages. A Party must notify the other of its intention to claim the agreed damages within 6 months of becoming aware of the breach. Payment is due within 14 calendar days of receipt of the claim.

AMENDMENT

10.1 Soldera may amend these General Terms, the Product Addendums and the Fee Schedule by giving the Company at least 30 days prior notice. The amended terms take effect on the effective date stated in the notice.

10.2 If the Company objects to a proposed amendment under clause 10.1, the Company shall notify Soldera in writing before the amendment effective date. If Soldera does not withdraw the amendment, either Party may terminate this Agreement by giving written notice to the other Party, such termination to take effect on the amendment effective date. The pre-amendment terms shall continue to govern until termination takes effect. A termination under this clause is treated as an ordinary termination, not a termination for cause.

10.3 Soldera may publish new Product Addendums from time to time in accordance with this clause 10. A new Product Addendum forms part of the Agreement from its stated effective date, and its obligations become operative when the Company first uses a feature governed by that Addendum.

10.4 The execution of this Agreement in a signed document (rather than via the Platform) does not, by itself, create any clause-specific modifications and does not alter the operation of the amendment mechanism in this clause 10. Where a specific provision of this Agreement has been modified by written agreement between Soldera and the Company, a unilateral amendment under this clause 10 applies to that provision only to the extent it does not conflict with the agreed modification. The agreed modification prevails to the extent of any conflict.

TERM AND TERMINATION

11.1 The initial term of this Agreement is 1 year from the effective date. The Agreement shall automatically renew for successive periods of 1 year unless a Party notifies the other Party of its intention not to renew at least 60 days before the expiry of the then-current term.

11.2 Either Party may terminate this Agreement with immediate effect by written notice to the other Party if:

the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy it within 30 days after receiving written notice specifying the breach and requiring its remedy;
the other Party becomes insolvent, enters into bankruptcy, liquidation, administration, or receivership proceedings (whether voluntary or involuntary), makes an arrangement or composition with its creditors, or is subject to any analogous event under the laws of any jurisdiction;
a Force Majeure event affecting the other Party continues for more than the period specified in clause 12.4;
the other Party violates applicable anti-bribery, anti-corruption, or sanctions laws; or
the other Party engages in conduct that materially harms, or could reasonably be expected to materially harm, the other Party's brand, reputation, or business.

11.3 Upon termination or expiry of this Agreement for any reason:

the Company shall cease using the Platform;
Soldera shall, subject to the Company's cooperation and the payment of all outstanding Fees, facilitate the orderly wind-down of the Company's open positions and pending transactions in accordance with the applicable Product Addendum;
Soldera shall deduct all outstanding Fees, costs and other amounts payable by the Company under this Agreement from any proceeds or balances held on the Company's behalf, and shall return or transfer to the Company any remaining Certificates and funds following such netting, in accordance with the applicable Product Addendum; and
Soldera shall provide the Company with an opportunity to export data reasonably required for the Company's own accounting and recordkeeping purposes from the Platform.

11.4 Termination does not affect rights, obligations or liabilities accrued before the termination date, including the right to claim damages for any prior breach. Binding Instructions submitted before termination survive and remain governed by this Agreement and the relevant Product Addendum until fully performed or resolved.

11.5 The following clauses shall survive termination of this Agreement: clause 1 (Definitions and Interpretation), clause 5 (to the extent of representations and warranties given prior to termination), clause 6 (in respect of Fees and amounts accrued but unpaid), clause 7 (Intellectual Property), clause 8 (Confidentiality), clause 9 (Liability), clause 13 (Dispute Resolution), clause 14 (Final provisions), and any other provision that by its nature is intended to survive.

FORCE MAJEURE

12.1 The non-performance or delayed performance of a Party's obligations is not a breach to the extent caused by force majeure, being circumstances beyond the Party's reasonable control as described by the governing law (Force Majeure). Force Majeure includes:

the suspension, failure or malfunction of any Registry or Registry system (including back-up facilities);
war (whether declared or undeclared), armed conflict, invasion, terrorism, insurrection, civil commotion, riot, revolution, blockade, embargo or sabotage;
acts of government, including expropriation, nationalisation, compulsory acquisition or the exercise of sovereign, judicial or executive prerogative; and
epidemic, pandemic, natural disaster, fire, flood, earthquake, storm, explosion, chemical or radioactive contamination, or other extreme environmental event.

12.2 A Party that is or expects to be unable to perform an obligation due to Force Majeure (the Affected Party) shall notify the other Party (the Non-Affected Party) in writing as soon as reasonably practicable, and in any event within 30 days of becoming aware of the Force Majeure event, providing reasonable details of the event and its expected impact.

12.3 The Affected Party shall use all reasonable efforts to mitigate the consequences of the Force Majeure event. Performance of the affected obligation is suspended to the extent and for the period that performance is prevented by Force Majeure, but Force Majeure does not relieve either Party of any obligation it is capable of performing despite the event. No liability arises for either Party in respect of non-performance during the period of suspension.

12.4 If the Affected Party is unable to perform a material obligation due to Force Majeure for more than 60 days after the Non-Affected Party receives the Force Majeure notice, and the Parties have not agreed alternative arrangements, the Non-Affected Party may terminate this Agreement by written notice to the Affected Party.

DISPUTE RESOLUTION

13.1 This Agreement is 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.

13.2 Any dispute arising out of or in connection with this Agreement (including non-contractual claims) shall first be referred to good-faith negotiation. If not resolved within 30 days of written notice, either Party may refer the dispute to arbitration administered by the Arbitration Court of the Estonian Chamber of Commerce and Industry under its rules. The tribunal shall consist of three arbitrators. The seat shall be Tallinn, Estonia. The language shall be English.

13.3 Nothing in this clause prevents either Party from seeking interim or injunctive relief from a competent court where necessary to protect its rights.

FINAL PROVISIONS

14.1 Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the other Party's prior written consent. Either Party may, without the other Party's consent but upon written notice, assign this Agreement to an affiliate or to any entity with or into which it merges, consolidates, or to which it transfers all or substantially all of its assets, provided that

the assignee explicitly assumes all obligations under this Agreement and has the operational capacity to perform them;
the assignee's creditworthiness is equal to or greater than that of the assignor at the time of assignment; and
the assignee is not a direct competitor of the other Party.

Any purported assignment in violation of this clause is void.

14.2 Subcontracting. Soldera may subcontract performance of any part of the Platform services, provided that Soldera remains responsible for the performance of its subcontracted obligations under this Agreement.

14.3 Notices. Notices under this Agreement shall be sent to the contact details specified in the Parties and Key Details section, or as updated through the Platform. A notice is deemed received:

if delivered in person or by courier, on the date of delivery;
if sent by email or through the Platform, on the next business day following dispatch.

14.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be deemed severed. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

14.5 Entire Agreement. This Agreement (including all Product Addendums and the Fee Schedule) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations (whether written or oral) between the Parties relating to that subject matter.

14.6 Waiver. A failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of that right, power, or remedy. A single or partial exercise of any right, power, or remedy shall not preclude any other or further exercise of that or any other right, power, or remedy.

14.7 Third-Party Rights. This Agreement is made for the benefit of the Parties only. No third party shall have any right to enforce any term of this Agreement, and the Parties exclude to the fullest extent permitted by Applicable Law any third-party rights that might otherwise be implied.

14.8 Independent Contractors. The Parties are and shall remain independent contractors. Nothing in this Agreement creates or shall be deemed to create a partnership, joint venture, employment relationship, or agency relationship between the Parties, except as explicitly provided in the relevant Product Addendum.

14.9 Marketing. Each Party may use the other Party's name and logo to identify the other Party as a client or service provider, as applicable, without prior approval. Any other marketing use (including case studies, quotes, or detailed descriptions of the relationship) requires the other Party's prior approval.

14.10 Data retention and Platform Records. Soldera shall retain Platform Records for the term of this Agreement plus the longer of (i) three years and (ii) the applicable statutory limitation period under the governing law of this Agreement, following termination or expiry. Platform Records are presumed to be accurate in the absence of manifest error.

14.11 Personal data. Soldera and the Company each act as separate and independent data controllers in respect of any personal data processed in connection with this Agreement; they are not joint controllers and neither Party processes personal data on behalf of the other. Each Party shall comply with its obligations under applicable data protection law, including the GDPR, in relation to any personal data it processes in connection with this Agreement. Soldera processes personal data as described in its privacy notice, which is published at soldera.org and may be amended from time to time. Each Party shall notify the other without undue delay upon becoming aware of any personal data breach that may affect personal data shared under this Agreement, and shall provide reasonable assistance in connection with data subject requests and regulatory inquiries relating to such personal data. The Company warrants that it has obtained all necessary consents, authorisations, and legal bases required under applicable data protection law to share personal data with Soldera for the purposes contemplated by this Agreement.

General Terms

Corporate Newsletter

Social