Principal Terms and Conditions for the Provision of the Service

1. CONCEPTS

Buyers
a legal person who purchases, trades, or uses Guarantees of Origin in the course of its economic or professional activities.

Soldera
a legal person that holds a Guarantee of Origin account in the Registry and based on the Agreement, carries out operations with the Guarantees of Origin on behalf of a third party (i.e., the Member) but on its own name, but does not have any generating installations and does not produce electricity.

Soldera Platform
Soldera’s technological solution that simplifies and automates communication, data exchange, and accounting between the Parties for making sales transactions with the Guarantees of Origin.

Agreement
a legally binding commission agreement between the Parties for the provision of the Services, comprising the General Conditions of the Agreement and the Special Conditions of the Agreement.

Member
a natural or legal person who enters into the Agreement in the course of its economic or professional activities and, as a market participant, produces electricity from renewable energy sources with a generating installation located in the Member's country of incorporation.

Party or Parties
Soldera and the Member referred to separately or collectively.

Guarantee of Origin
an electronic document laid down in the laws of the Member's country of incorporation and issued by Registry as the system operator to the Member, certifying that the electricity has been produced from renewable energy sources.

Registry
Electronic database of Guarantees of Origin established and managed by a designated legal entity in the Member's country of incorporation (such as Elering AS in Estonia, AS "Augstsprieguma tīkls" in Latvia, or Litgrid AB in Lithuania) 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 the Registry operator, and the standardised Europe-wide set of rules for Guarantees of Origin (The European Energy Certificate System or EECS) developed and published by the AIB (Association of Issuing Bodies), which operates the central electronic register of guarantees of origin (AIB Hub).‍‍

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.

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.

Service
the activities, tools, and benefits agreed in the Special Conditions of the Agreement that Soldera provides to the Member under the Agreement.

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

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2. SCOPE OF SERVICES

2.1. Services. As agreed in the Special Conditions of the Agreement, the scope of the Services may include the following activities:

2.1.1. 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. Soldera may submit to the Registry agreements signed by the Member on Soldera’s initiative. Soldera is liable for ensuring that communication with the Registry is 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. 

2.1.2. Sale of Member's Guarantees of Origin. Within the framework of this Service, Soldera undertakes to carry out, on its own name and for the account of the Member, sales transactions with the Member’s Guarantees of Origin. The procedure for the provision of this Service is based on the Trade Procedure (see Annex 2 to the General Conditions) and for matters not specified in the Agreement, proceeds from the Estonian Law of Obligations Act.

2.1.3. 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.

2.2 Authorization. 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 Guarantees of Origin, and dealing with the sales transactions with the Guarantees of Origin. If necessary, the Member grants a respective authorisation 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.

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3. REPRESENTATIONS AND WARRANTIES OF PARTIES

3.1. 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:

3.1.1. 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;

3.1.2. 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;

3.1.3. the representative who has signed the Agreement on its behalf has valid rights of representation and has all the authorisations necessary to sign the Agreement on its behalf;

3.1.4 it is not insolvent or bankrupt and no proceedings are pending or foreseeable which would lead to it becoming bankrupt or insolvent;

3.1.5 it understands and accepts the Registry Rules and the General 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 has had the opportunity to influence the content of each agreement, and no agreement constitutes a standard term.

3.2 Representations and warranties of the Member. The Member represents and warrants to Soldera at the time of signing and during the validity of this Agreement that:

3.2.1. the Member has the right to transfer the Guarantees of Origin and the Member is not subject to prohibitions on transfer or seizures;

3.2.2. Guarantees of Origin 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;

3.2.3. Guarantees of Origin comply with the conditions laid down in the Registry Rules;

3.2.4. 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 Guarantees of Origin;

3.2.5. 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;

3.2.6. 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;

3.2.7. 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;

3.2.8. there are no facts or circumstances relating to the Member’s company 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;

3.2.9. 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 of the Agreement and the risks involved in the performance of the Agreement and the Member fully understands the potential negative aspects and risks associated with the sale of the Guarantees of Origin, including the fact that the market value of the Guarantees of Origin is beyond Soldera’s control and Soldera provides no guarantees, express or implied, as to the supply, demand, or market price of the Guarantees of Origin;

3.2.10. the Member 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 for activities prohibited by international trade restrictions, export controls and/or sanctions regulations or contrary to good business practices; and

3.2.11. the Payment Account designated by the Member on the Soldera Platform belongs to the Member.

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4. ROLE AND OBLIGATIONS OF THE MEMBER

4.1. The Member's role is to participate in the Agreement as an electricity producer and as a principal (in Estonian, komitent) of the Guarantees of Origin and this role includes the following obligations:

4.1.1. Initial Registration in the Registry. To issue Guarantees of Origin, the Member must register the Member’s generating installation and open an account with the Registry in accordance with the Registry Rules;

4.1.2. Reporting and Data Submission. 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 Guarantees of Origin) 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 Registry operator) if this is necessary for the performance of the Agreement;

4.1.3. Compliance of electricity generation. The Member complies with the generation requirements to be able to issue Guarantees of Origin. The Member 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

4.1.4. Cooperation.  The Member cooperates 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.

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5. FEE AND COSTS

5.1. Fees. The Member pays to Soldera a Fee for the performance of the Agreement in the amount set out in the Agreement if the concluded sales agreement has been performed by a third party (i.e., the sales price of the Guarantees of Origin has been paid to Soldera). Soldera is also entitled to claim a Fee if: 

5.1.1. a sales transaction with the Guarantees of Origin made by Soldera on behalf of the Member is not completed due to a circumstance attributable to the Member; or

5.1.2. Soldera buys the Guarantees of Origin itself; or

5.1.3. the Member finds a buyer for the Guarantees of Origin.

5.2. 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.

5.3. Settlement. Soldera has the right to offset any sums payable by Soldera to the Member against claims for reimbursement of costs, contractual penalty, and compensation for damage arising under the Agreement or by law.

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6. CONFIDENTIALITY

6.1. 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: 

6.1.1. where disclosure is required by law; or 

6.1.2. where a Party discloses information to its credit and financial institutions, advisers, auditors, or other parties who are obligated to keep it confidential; or

6.1.3. if a Party discloses information to the Registry operator or any other system operator which managed Guarantees of Origin.

6.2 Additional obligations of Parties.A Party undertakes to:

6.2.1. 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;

6.2.2. 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;

6.2.3. to notify the other Party immediately if a breach of the duty of confidentiality has occurred or is suspected to have occurred;

6.2.4. 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.

6.3. 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. 

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7. LIABILITY

7.1 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 Member’s potential Fee for one year, taking into account the average market price of the Guarantees of Origin in the previous year. 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. 

7.2. Member's Liability. The Member is liable for any breach of its obligations arising from the Agreement unless such breach is excusable. The Member is also held liable for the breach of the Agreement if the Member’s representative or any other person used by the Member to perform the Member’s obligations is liable for the breach of the Agreement. The Member in breach of the Agreement is obligated to compensate Soldera for the damage caused by the breach of the Agreement, also for any claims of third parties against Soldera caused by the breach of the Agreement by the Member. 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.

7.3. Contractual penalty.

7.3.1. 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 6 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. 

7.3.2. 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.

7.3.3. 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.

7.3.4. A Party undertakes to pay the contractual penalty within 14 days of receipt of the respective claim.

7.4. 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. 

7.5. 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. 

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8. FORCE MAJEURE

8.1 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 referred to in the Estonian Law of Obligations Act (Force Majeure). 

8.2 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. 

8.3. 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: 

8.3.1. 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;

8.3.2. 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. 

8.4. 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.

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9. OTHER MATERIAL CONDITIONS

9.1. 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.

9.2. 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.

9.3. Independent parties. 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.

9.4. 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.

9.5. Transfer of obligations and assumption of Agreement. Soldera has the right to assign 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 writing.

9.6. 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.

9.7. 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.