CerQlar Platform Terms and Conditions

Last modified: 18 July 2023


These CerQlar Platform Terms and Conditions (“ Terms ”) are a legally binding agreement between CerQlar B.V. , a private company with limited liability, incorporated under the laws of the Netherlands, with its office at Strawinskylaan 3127, 1077 ZX Amsterdam, the Netherlands, registered in the trade register with the Dutch Chamber of Commerce under number 76673162(“ CerQlar ”, ” we “, “ us ” or “ our ”), and the legal entity agreeing to these Terms without reservations, on behalf of itself and its Affiliates (” Member “, “ Client ,” “ you ” or “ your ”).

These Terms govern your use of our Service and your relationship with us. By accessing, visiting, downloading, or using our Service, you confirm that you have read and agreed to these Terms. If you do not agree to these Terms, then you are not to access or use our Service.

Parts of our Service may be made available without any requirement to pay a fee, and you hereby acknowledge and agree that any such access to or use is also governed by these Terms.

We update these Terms from time to time. If you have an active Subscription, we will notify you when we update the Terms in your Account or by email. If a material change is unacceptable to you, you may terminate your Subscription in accordance with these Terms. Continued use of the Service constitutes acceptance of the updated Terms.

All definitions used herein can be found under CerQlar Definitions and are part of these Terms.

1. Access

1.1. During your Subscription, we will provide you and your End Users with access to use the CerQlar Platform which enables you to manage Products supported by the Service; including capturing and settlement of bilaterally executed trades in certain energy certificates, including via interface access (with third-party service providers) to various national Registries for such certificates.

1.2. The Services are offered and accessed through the CerQlar Platform.

1.3. You assume full responsibility and risk of loss resulting from your use of the Service and the CerQlar Platform.

2. Subscription types

2.1. We offer different types of Subscriptions:

2.1.1. “Free Subscription”: you will receive Free Services only, at no cost to you.

2.1.2. “Promo Subscription”: for a limited time only; you will receive Free Services, plus certain Premium Services at no additional cost.

2.1.3. “Premium Subscription”: you will receive Free Services and Premium Services against payment of the Fees.

2.2. Free Services will remain for free regardless of the Subscription type.

2.3. These Terms apply to all Subscription types, unless the nature of the provision dictatesotherwise. Specific and additional terms may apply to each of the Subscription types, asincluded in Product Specific Terms of these Terms.

3. Term and Termination

3.1. Your Subscription Term will be specified in your Order, after which your Subscriptionwill automatically renew for one-year periods, unless you or we provide written noticeof non-renewal at least ninety (90) days’ prior to the end of the then current SubscriptionTerm.

3.2. Either party may terminate the agreement for cause, as to any or all Services (i) uponthirty (30) days’ notice to the other party of a material breach if such breach remainsuncured at the expiration of such period, or (ii) immediately, if the other party becomesthe subject of a petition in bankruptcy or any other proceeding relating to insolvency,cessation of business, liquidation or assignment for the benefit of creditors.

3.3. We may modify or terminate the Service in any country or jurisdiction where there isany current or future government requirement or obligation that (i) subjects us to anyregulation or requirement not generally applicable to businesses operating there, (ii)presents a hardship for us to continue offering the Service without modification, and/or(iii) causes us to believe the Terms or the Service may conflict with any suchrequirement or obligation.

3.4. We may terminate the agreement immediately upon notice to you if we decide, in oursole discretion, that the continuation of the agreement may cause (reputational) harm tous.

3.5. You may terminate the agreement upon 30 days’ notice to us if you do not agree with anamendment of the Terms that constitutes a material adverse amendment to you.

3.6. The agreement may not otherwise be terminated prior to the end of the Subscription Term.

3.7. Upon termination or expiration of your Subscription, your Subscription type may beconverted to a Free Subscription; unless you provide instruction for full termination ofall Services; in which case you will stop all use of the Service. If you terminate the agreement for cause, we will refund any prepaid fees on a pro-rata basis for theremaining Subscription Term. If we terminate the agreement for cause, you willpromptly pay all unpaid fees due through the end of the Subscription Term. Fees areotherwise non-refundable.

4. Fees for paid Services

4.1. You will pay the Fees for the Services, which shall include in any case the PremiumSubscription and/or Additional Services where applicable (i) when you exceedapplicable limits as defined in your Order (ii) when you upgrade base package; (iii) yousubscribe to Additional Services or (iv) otherwise agreed to in your Order. All Fees arestated and payable in Euros.

4.2. We shall invoice you immediately upon signing of the Order for the first year of yourSubscription Term and on the anniversary of each subsequent year of the SubscriptionTerm or renewal thereafter. When and as applicable, for any Additional Service(s) anddepending on the characteristics of the Additional Service, we shall invoice you proratedand adjusted to your Subscription Term or invoice you periodically in arrears.

4.3. Upon renewal, we may adjust your Fees up to our then-current CerQlar fee schedule. Ifthis increase applies to you, we will notify you at least forty five (45) days’ in advanceof your renewal and the increased fees will apply at the start of the next renewal term.

4.4. If you are paying by credit card, you authorize us to charge your Authorized PaymentMethod for all fees payable during the Subscription Term including any AdditionalServices. You further authorize us to use a third-party to process payments, and consentto the disclosure of your payment to such third party.

4.5. If you are paying by bank transfer, you shall pay all invoiced amounts within thirty (30)days’ of receipt of such invoice.

4.6. If you dispute any amount under any invoice, you shall within fourteen (14) days’ notifyus of such disputed amount and the basis for the dispute. Any amounts disputed in goodfaith will not accrue interest.

4.7. All Fees are exclusive of taxes, which we will charge as applicable. You will beresponsible for any applicable sales, value-added, use and similar taxes, levies andimpositions (“Taxes”) payable with respect to your use of the Service, or otherwisearising out of or in connection with the Subscription, other than taxes based upon ourpersonal property ownership or net income. If you have tax-exempt status or are requiredto deduct or withhold tax from payment of your invoices, you will provide writtenevidence of such status or receipts verifying the deduction amounts uponcommencement of use of the Service and upon request by us.

4.8. You will keep your business information up to date, including your company name,address, and primary contact. You will also keep your Authorized Payment Method andbilling information and tax information up to date for the payment fees. We are notresponsible in any way if you fail to do so.

5. Use of the Service

5.1. During the Subscription Term, we will provide your End Users access to use theServices as described in these Terms and the applicable Order.

5.2. You will have a personal Account to access the Service and manage the setup of yourAccount and your Information. You are responsible for any acts and omissions of yourEnd Users as though they were your own. The CerQlar Acceptable Use Policy isincorporated herein by reference and made a part hereof.

5.3. You may subscribe to Additional Services by placing an additional Order or activatingthe Additional Services from within your Account (if this option is made available byus). These Terms will apply to all additional Orders and all Additional Services that youactivate.

5.4. Any upgrades to your Subscription can be made by placing a new Order.

5.5. You shall use the Service solely for your internal business purposes. You shall not, andshall not facilitate, engage or allow any End User, Affiliate or other third party to, accessor use the Service in violation of the CerQlar Acceptable Use Policy.

5.6. You may be required to accept third party terms as part of the CerQlar Platform or theService, and your failure to do so may result in limited Service capability or inability touse the Service in full. We accept no liability in this regard.

5.7. You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you reside or from which you access oruse the Service.

5.8. You shall not infringe or misappropriate, or take any action inconsistent with ourownership of and rights in, the Service, the CerQlar Platform, CerQlar Website or any CerQlar API.

6. New Features, Supplements or Related Software

6.1. When we introduce features, offerings, supplements or related services that are new (i.e.,that were not previously included with Service), we may provide terms or make updatesto these Terms that apply to your use of those new features, offerings, supplements orrelated services. If those terms include any material adverse changes to the Terms, wewill provide you a choice to use the new features, offerings, supplements or relatedservices, without loss of existing functionality of a generally available Service. If you donot use the new features, offerings, supplements or related services, the correspondingnew terms will not apply.

7. Monitoring

7.1. Activity Monitoring . We may monitor your access to and use of the CerQlar Platform forour own purposes (including, without limitation, monitoring levels of activity incategories of Products and with Registries, maintaining the functional and operationalintegrity of the Service and the CerQlar Platform, and for complying with ApplicableLaw), and not for your benefit.

7.2. Monitoring of Notifications . From time to time, you will receive via the CerQlarPlatform electronic notifications or email including passive notifications, for actions tobe taken by you (and/or your End Users) on the CerQlar Platform and/or in anothervenue or platform, including a Registry or a third-party application associated with theCerQlar Platform. You acknowledge that you are responsible for any result of notmonitoring and timely acting upon such notifications.

8. Trades

8.1. Responsibility for Trading Activity. You shall be solely responsible for (i) yourobligations pursuant to each Trade and Trade Agreement and all terms and conditionsthereof, (ii) compliance of each Trade and Trade Agreement, and all terms andconditions thereof, with Applicable Law, and (iii) performing your obligations undereach Trade Agreement.

8.2. No Matching. The Service and the CerQlar Platform do not perform any function withrespect to matching any proposed Seller with any proposed Buyer for any ProposedTrade.

8.3. CerQlar Not Party to Trades. CerQlar nor any of its Affiliates is, or shall be a party,expressly or by implication, to any Trade or Trade Agreement or other than as set forthherein or as provided via the Service, involved in any documentation, negotiation,conclusion or confirmation of any Proposed Trade or Trade.

8.4. Notification of Executed Trade Modification or Cancellation. If, after executing a TradeAgreement with respect to a Trade, you and a Trade counterparty mutually agree tomodify the terms of such Trade, or withdraw such Trade (in whole or in part), it is yourfull responsibility to reflect this mutual agreement by modifying or canceling the Tradeon the platform or should the functionality not allow deleting/modifying specificcontents of the Trade, then you should contact support and if requested by CerQlar, provide proof of the mutual agreement modifying the Trade. CerQlar will, at itsdiscretion and with no assumption of liability, provide assistance to update the applicableTrade Information in the CerQlar Platform. You authorize CerQlar to provide suchassistance and to update the applicable Trade Information in the CerQlar Platform onbehalf of the Trade parties.

9. Counterparty Diligence

9.1. Before entering into any Trade with a Trade Counterparty, you shall perform allanti-money laundering and economic sanctions screening obligations required underApplicable Law with respect to establishing a relationship with such Trade Counterparty.To the extent required by Applicable Law, you will:

9.1.1. verify the identity of each Trade Counterparty;

9.1.2. prior to the time of the first Trade with each Trade Counterparty, determine at thattime and periodically thereafter that the Trade Counterparty is not and has notbecome a legal entity that is directly or indirectly listed on any national orinternational sanctions list, or is otherwise prevented from trading under anyApplicable Law, in which case CerQlar reserves the right , at its sole discretion, toblock such Trade Counterparty from trading on the CerQlar Platform; and

9.1.3. understand each Trade Counterparty to the extent necessary to reasonablyconclude that, to your knowledge, no Trade entered into the Service is prohibited byApplicable Law.

10. Submitting Trade Information

10.1. During the Subscription Term, and depending on your Subscription type, you willhave the ability to submit information regarding Trades and Proposed Trades, includingTrade Information, to the CerQlar Platform.

10.2. With respect to Proposed Trades, the Service can facilitate the documentation,conclusion and confirmation of applicable Trade Information and the terms of the TradeAgreement as agreed between you and the Trade Counterparty, and the Settlement of oneor more Deliveries and Payments, as applicable to each Trade.

10.3. Trade Book Import. According to your Subscription type and upon our notification toyou that the relevant functionality to enable the importing of Trade Information forexisting Trades is available for use, you may submit to us, in accordance with theguidelines provided by us, a listing of existing Trades, already effective as of suchcommencement date (such Trades collectively being Client’s “Trade Book”), and we willuse reasonable efforts to import the relevant Trade Information to the CerQlar Platform.

11. Registry Interaction and Inventory Management

11.1. Each Registry, as made available by us to you for access via the CerQlar Platformfrom time to time during the Term, shall be a Subscribed Registry hereunder, withoutadditional fees. Any changes to status of any registry as a Registry under the Service,including as an API-connected Registry or a Non-API-connected Registry, will bedetermined by us and notified to you.

11.2. Upon commencement of your access and use of the Service and/or upon the additionof any Registry as a Subscribed Registry for you, the Service may include the collectionfrom such Registry of information with respect to Client’s Inventory at such Registry, or you may provide such information to us. We will use reasonable efforts to import therelevant Inventory information to the CerQlar Platform.

11.3. You shall remain responsible for your ongoing compliance with the applicable termsand conditions of any Registry as to which you provide us with Registry AccessInformation and/or authorization for access, provided that we shall have used suchauthorization only for the purpose of providing the Service.

11.4. We are not liable for any act or omission arising from, or any failure or interruption ofand/or access to, any Registry, to the maximum extent permitted by Applicable Law.

12. Product Coverage

12.1. The CerQlar Platform will provide Services with respect to Products serviced by CerQlar and traded by you, in accordance with these Terms and as adopted or amendedfrom time to time. We may expand the serviced Products from time to time, asdetermined by us. Additional Products may be made available to you at an additionalcost.

12.2. You may only cause genuine Inventory of Products that are owned by you to bebrought into your Account.

12.3. We take no ownership or control of any of your Products and/or Inventory inconnection with the Service.

13. Service Changes

13.1. We reserve the right, in our sole discretion, to make any changes to the Service thatwe deem necessary or appropriate to maintain or enhance:

13.1.1. the quality or delivery of our services;

13.1.2. the competitive strength of or market for our services;

13.1.3. the Service’s performance and/or efficiency; and/or

13.1.4. compliance with Applicable Law.

14. Suspension of the Service or Your Activity

14.1. Without prejudice to your other rights and obligations, we have the right to, by anylawful means and without prior notice to you, suspend, terminate or otherwise denyyour, any End User’s or any other person’s access to or use of all or any part of theService or the CerQlar Platform, without incurring any resulting obligation or liability, if:

14.1.1. we receive a judicial or other governmental demand or order, subpoena, or lawenforcement request that expressly or by reasonable implication requires us to doso;

14.1.2. we believe, in our good faith discretion, that you or any End User has failed tocomply with any material term of the agreement, or accessed or used the Servicebeyond the scope of the rights granted or for a purpose not authorized under theseTerms or in any manner that does not comply with any instruction or requirement ofthe Terms (provided we provide you with notice thereof and you have not curedsuch breach within five (5) Business Days);

14.1.3. you or any End User is, has been, or is likely to be involved in any fraudulent,misleading or unlawful activities relating to or in connection with any of the Service(provided that, in such event, we may suspend or deny access but will usecommercially reasonable efforts to limit the impact on you and shall notify you ofthe reason therefore as soon as practicable); or

14.1.4. this Agreement expires or is terminated.

14.2. With regard to any or all activity on the CerQlar Platform, we are entitled to:

14.2.1. suspend such activity if the orderly conduct of activities on the CerQlar Platformappears to be temporarily threatened or if such suspension appears to be appropriatein order to protect the public;

14.2.2. discontinue such activity, if it appears possible that the orderly conduct of suchactivity can no longer be ensured; and

14.2.3. suspend you due to financial concerns or irregularities, litigation, reputational riskto CerQlar and/or the CerQlar Platform, and/or other reasons as determined by CerQlar.

15. Intellectual Property Rights

15.1. This is an agreement for access to and use of the Service. You are not granted alicense to any other software, copyright or other Intellectual Property Rights by theagreement or under these Terms.

15.2. We retain all right, title and interest in and to the Service, CerQlar Platform andCerQlar Website, including any content thereon and all data related thereto other thanyour Information, and any other products or services provided by us. For each of theforegoing, any and all Intellectual Property Rights therein are and shall be ownedexclusively by us.

15.3. During the term of your Subscription, you grant us a perpetual, irrevocable,worldwide, royalty-free, non-exclusive, non-transferable right and license to use YourInformation solely for the following purposes (i) to provide the Service, and (ii) toconvert Trade Information and Inventory information into an anonymized or aggregatedform for our internal and commercial purposes or to comply with Applicable Law.

15.4. For the avoidance of doubt, anonymized or aggregated data that arises from use of theServices (i) is not identifiable to any person or entity and (ii) does not contain anyConfidential Information. All such statistics arising out of anonymized or aggregateddata will be owned by CerQlar.

16. Confidentiality

16.1. CerQlar and Client, each undertake that we will not at any time disclose to any personany confidential information concerning one another’s business, affairs, customers,clients or suppliers, including but not limited to Your Information, except as permittedby these Terms.

16.2. CerQlar and Client, each may disclose the other’s confidential information:

16.2.1. to such of our respective employees, officers, representatives, subcontractors oradvisers who need to know such information for the purposes of exercising ourrespective rights or carrying out our respective obligations under the agreement. Wewill each ensure that such employees, officers, representatives, subcontractors oradvisers comply with this clause; and

16.2.2. as may be required by law, a court of competent jurisdiction or any governmentalor regulatory authority.

16.3. Each of us may only use the other’s confidential information for the purpose offulfilling our respective obligations under the agreement.

16.4. CerQlar is entitled to disclose your Account name to other Account holders for thepurpose of Trading or internal business purposes.

17. No Warranties

17.1. The Service and the CerQlar Platform are provided “AS-IS” and we and our Affiliatesmake no representation, warranty or condition, statutory, express or implied, whether bylaw, course of dealing, usage or trade practice, or otherwise, including any impliedrepresentation, warranty or condition of merchantability or fitness for a particularpurpose (each of which is expressly disclaimed), in connection with the provision of theService or the CerQlar Platform. Without limiting the foregoing, we make no warrantyof any kind that the Service or CerQlar Platform, or any products or results of the usethereof, will meet your requirements, operate without interruption, achieve any intendedresult, be compatible or work with any software, system or other services, or be secure,accurate, complete, free of harmful code or error free.

18. Limitation of Liability

18.1. Subject to clause 21.3, to the maximum extent permitted by Applicable Law, in noevent shall either party be liable to the other for any indirect or consequential damages,including but not limited to loss of profits, loss of revenue, loss of anticipated savings,wasted expenditure, loss or corruption of data, loss or interruption of business, loss ofopportunity, loss of goodwill or damage to reputation, however caused and whether incontract, tort, or under any theory of liability, and whether or not such party has beenadvised of the possibility of such damages.

18.2. Subject to clause 21.3, to the maximum extent permitted by Applicable Law, in noevent shall CerQlar’s aggregate liability to you arising from or in connection with theagreement exceed the lower of: (i) the total Fees paid and payable by you under theagreement or EUR 10,000 (ten thousand euros).

18.3. The limitations of liability set forth in these Terms shall not apply to: (i) a breach ofthe Acceptable Use Terms , (ii) a breach of the confidentiality obligation, (iii) a claim forindemnification (iv) damages caused by a party’s willful misconduct or gross negligence,(v) the Fees payable under the agreement, (vi) any other liability that cannot be limitedor excluded under Applicable Law.

19. No Liability regarding Trades

19.1. You shall be solely responsible and liable for your obligations pursuant to each Tradeand Trade Agreement and all terms and conditions thereof, and the compliance of eachTrade and Trade Agreement with Applicable Law.

19.2. We shall not be responsible or liable with respect to any Trade Agreement, any termor condition thereof, the compliance of a Trade Agreement with Applicable Law, or yourcompliance with a Trade Agreement.

20. No Liability regarding Products

20.1. Any issues that may arise regarding the validity of any Product and/or the ownershipof any Product (including with respect to the existence any associated lien, security interest, encumbrance or similar adverse claim), or any other issue related thereto, shallbe addressed between the Buyer and Seller of the Product(s), and the Service will notaddress, and we shall not have any liability with respect to, any such substantive issue.

21. Indemnities

21.1. You will indemnify, defend and hold harmless us and our Affiliates and theirrespective officers, directors, employees, service providers and agents from and againstany Losses sustained or incurred as a result of any third-party claim, suit, action orproceeding brought against us to the extent that such claim is based upon or arises outof:

21.1.1. your or your Affiliates’ gross negligence, fraud or misconduct in connection withthe agreement and/or any Trade, Settlement, Acceptance and/or Delivery hereunder;

21.1.2. your or your Affiliates noncompliance with or breach of the agreement, anywarranty or these Terms;

21.1.3. your or your Affiliates violation of Applicable Law in your performance of theagreement or use of the Service;

21.1.4. noncompliance of any Trade Agreement with Applicable Law;

21.1.5. unauthorized or illegal use of the Service by you or your Affiliates;

21.1.6. your or your Affiliates use of third-party products;

21.1.7. the unauthorized use of the Service by any other person using your Account,provided, however, that you shall not be obligated to indemnify us for any Losses to theextent that such Losses were caused by our willful misconduct.

21.2. We will indemnify, defend and hold harmless you and your Affiliates and theirrespective officers, directors, employees, service providers and agents from and againstany Losses sustained or incurred as a result of any third-party claim, suit, action orproceeding brought against you based upon a claim that the Service, CerQlar Platform orany CerQlar API infringes the Intellectual Property Rights of a third party; provided,however, that we shall not be obligated to indemnify you for any Losses to the extentthat such Losses (i) were caused by your negligence or willful misconduct, or (ii) isbased on the interaction of the Service, CerQlar Platform or the CerQlar API with anysystem or software not provided by us that would not arise but for such interaction.

22. Security Measures

22.1. We will implement and maintain commercially reasonable technical andorganizational security measures designed to meet the following objectives and to thisend we will:

22.1.1. ensure the security and confidentiality of your Information in our possession andunder our control;

22.1.2. protect against any anticipated threats or hazards to the security or integrity ofyour Information;

22.1.3. protect against unauthorized access to or use of your Information; and

22.1.4. ensure that our return or disposal of your Information is performed in a mannerconsistent with our obligations.

23. Privacy Policy

23.1. In providing the Service, we may collect and process your personal data. The mainpurpose of collecting personal data is to provide the Service to you. For more detailed information, we refer you to our Privacy Policy on our website.

24. Miscellaneous

24.1. Governing law. These Terms and our agreement with you are governed by the laws ofthe Netherlands, without regard to any conflict of law rules.

24.2. Jurisdiction. Any dispute between us relating to or arising out of the agreement, theService or the CerQlar Platform, whether contractually or non-contractually, shall beexclusively submitted to the courts of Amsterdam, the Netherlands.

24.3. No Legal Advice. The Service, CerQlar Platform and other materials or informationprovided by us are not intended to be, and should not be taken as, legal advice.

24.4. Cooperation. Each party will, at its expense, cooperate reasonably with any audit orreview performed by any Regulator. You will provide reasonable cooperation andassistance in connection with our efforts to obtain any necessary licenses and/orRegulatory Approval as may be required from time to time, in our reasonable determination.

24.5. Publicity. We may refer to you as one of our customers and use your name and logoas part of such reference. You agree to be a reference account for us and we mayschedule reference calls or issue a press release announcing the relationship between us.You may withhold such consent on reasonable grounds and by providing us with suchwritten notice that you wish to with hold such consent.

24.6. Amendment. We may modify any part or all of these Terms by posting a revised version on the CerQlar Website. The revised version will become effective and bindingthe next business day after it is posted. We will provide you notice of this revision by email. Amendments will be prospectively binding on you, provided that we will provideat least fourteen (14) days’ prior notice, through electronic or other directcommunication with you, of any such amendments that are likely to materially and adversely affect your rights or obligations hereunder. In case you object to a revision of the Terms, and we determine, in our discretion, that the revision qualifies as a material adverse change to you, the then current Terms will continue to apply until the end ofyour then current Subscription Term. The revised version of the Terms will apply to any extension of your Subscription.

24.7. Assignment. You shall not transfer or assign the agreement or any of the rights orobligations thereunder, in whole or in part, without our prior written consent, which shallnot be unreasonably withheld, conditioned or delayed. We may assign the agreement toany Affiliate or in the event of a merger, reorganization, sale of assets, change of controlor by operation of law, for which assignment you hereby give prior irrevocable consent.

24.8. No Waiver. No delay in exercising any right or remedy or failure to object will be awaiver of such right or remedy or any other right or remedy. A waiver on one occasionwill not be a waiver of any right or remedy on any future occasion.

24.9. Force Majeure. Except for your payment obligations under the agreement, neitherparty will be liable for delay or failure to perform if caused by a force majeure event asdefined in Article 6:75 of the Dutch Civil Code.

24.10. Severability. If any part of these Terms or any related agreement or documentation isdetermined to be invalid or unenforceable by Applicable Law, then the invalid orunenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

24.11. Notices to us. Notices with legal effect must be in writing and sent by email to [email protected] or by registered post to our address listed at the beginning of these Terms. We may provide you with notices via email and/or the CerQlar Platform. Noticeswith legal effect will be provided to the email address provided by you, and you are responsible to update your email address when changed.

24.12. Notices to you. We may provide you with electronic general notices via Our website or the CerQlar Platform announcing releases, security updates or service interruptionsand may give you electronic notices specific to you by email to you email address(es) onrecord via email and/or your CerQlar Platform account. Notices with legal effect will be provided to the email address provided by you, and you are responsible to update your email address when changed.

24.13. Survival. The following clauses will survive the expiration or termination of theagreement: Confidentiality, Intellectual Property Rights, Limitation of Liability, NoLiability regarding Trades, No Liability regarding Products, Indemnities, Miscellaneous.

24.14. Precedence. In the event of a conflict between these Terms and an Order, the terms ofthe relevant Order will prevail, but only as to that Order.

Product Specific Terms for CerQlar’s Free and Promo Subscriptions

25. Free Services

25.1. Free Services as defined below apply to all Subscription types or specific Services orfeatures made available by us to you on an unpaid trial or free basis.

25.2. The “ Free Services ” means, and shall in any case include:A) manual trade capture and lifecycle management services (including Trade Recapas a Trade Counterparty of Trade entered into the platform by other members of theCerQlar Platform); B) inventory normalization (ability to upload and synchronizeinventory data from various registries in one aggregated view); and (C) onlyavailable to EkoEnergy members, module (A) and module (B) above plus EkoDirectas a service, operated by our partner EkoEnergy® and subject to separate agreementbetween the You and EkoEnergy® (to verify whether a Product is EkoEnergy®certified and submit a request for an ecolabel to EkoEnergy® on their redeemedenergy attribute certificates to certify green energy consumption and perform auditelectronically).

25.3. The Free Services, as applied to the Free Subscription type, are limited as follows:

25.3.1. Number of Users : you are allowed to authorize a maximum of one (1) End Usersunder your Account.

25.3.2. Term and Termination: Free Services are made available for an unlimited time;however they may be terminated with immediate effect by CerQlar at any time if itdeems, at its sole discretion, that any of the Terms of this agreement or relatedpolicies have been violated; or under any other term leading to a termination isdeemed applicable at our sole discretion.

26. Services for Promo Subscription

26.1. If you have a Promo Subscription, CerQlar may make available to you certainPremium Services free of charge and for a limited period of time.

26.2. If you have a Promo Subscription and are able to access Premium Services, CerQlarreserves the right to suspend such access at any time for any reason, with immediateeffect and without prior notice to you.

27. Limitations for Promo Subscription

27.1. You are eligible to receive Premium Services for a maximum period as determined byCerQlar. CerQlar can extend such period at its sole discretion.

27.2. Your use of the Premium Services is limited as follows:

27.2.1. Trade Capture Service : you are allowed to initiate up to a certain amount ofotherwise billable transactions; which amount will be determined by CerQlar on acase by case basis;

27.2.2. Inventory Management Service : you will be allowed to initiate up to a certainamount of otherwise billable transactions; which amount will be determined byCerQlar on a case by case basis;

27.2.3. Number of Users : you are allowed to authorize a maximum of two (2) End usersunder your Account.

27.3. CerQlar may make available certain Premium Services that are out of scope of yourOrder. If, upon expiration of the term of your Promo Subscription, you fail to adjust yourSubscription to Premium Subscription and include these Services, CerQlar will terminatesuch Services with immediate effect and without prior notice to you.

27.4. CerQlar reserves the right to increase or decrease any applicable limits at any time forany reason, with immediate effect and without prior notice to you.

28. Switching Subscriptions

28.1. When you switch (i.e. downgrade) from a Premium or Promo Subscription, you willcontinue to have access to our Services under the Free Subscription.

28.2. CerQlar reserves the right to either downgrade or terminate your Free or Promo Subscription at any time and with immediate effect if you fail to comply with these Terms, without incurring any liability or costs, and without prejudice to CerQlar’s other(non)contractual termination rights.


I. Definitions. Capitalized terms used in these Terms will have the meaningsprovided below:

(i) “Acceptance ” (and “ Accept ”) means, with respect to a Trade, theconfirmation of acceptance by Buyer of any one or more Deliveries of specified quantity ofProduct of specified attributes.

(ii) “Account ” means, with respect to any End Users, each account(s) created by, for or on behalf of Client within the CerQlar Platform for access to the Service.

(iii) “Additional Service ” means each category or component of the Service,including additional functionality, features, capability and/or quantities of applicable includedServices and/or Transactions ( other than those functionalities, features, capabilities and/orquantities of Transactions included in your Subscription) for which you are, from time to time,provisioned pursuant to your selection and in accordance with the terms hereof.

(iv) “Affiliate ” means, in relation to Client, a person or entity that is now orhereafter becomes directly or indirectly controlled by such Client, or is in common control orcontrolled by another person or entity

(v) “API ” means an application programming interface that enablesprogrammatic interface and data interchange with a software application, system or platform.

(vi) “Applicable Law ” means, with respect to any matter, any and all laws,regulations, rules, orders, decisions, decrees, demands, interpretations, guidance or other legallybinding pronouncements of any Governmental Body having jurisdiction over the relevantParty(ies) with respect to such matter, as in effect from time to time during the term of theseTerms, including, for the avoidance of doubt, the Regulatory Requirements. References to anylaw or regulation shall include any amendment to, consolidation, re-enactment or replacement ofsuch law.

(vii) “Authorized Payment Method ” means, a current, valid, payment methodaccepted by us, as may be updated from time to time and which may include payment throughyour account with a third party.

(viii) “ Business Day ” means any day that is not a Saturday or Sunday, or abank holiday in the Netherlands.

(ix) “ Buyer ” means, with respect to a Trade (or Proposed Trade), the party tosuch transaction that has agreed to purchase (or is proposed to agree to purchase) the specifiedquantity of Product of specified attributes for Acceptance.

(x) “ CerQlar API ” means any API that made available by CerQlar to enable

programmatic interface and data interchange with the CerQlar Platform.

(xi) “ CerQlar Platform ” means the proprietary market technology, softwareand services platform owned, licensed, controlled and operated by CerQlar, including themanagement and operation of a digital platform that allows Service Participants to manage andSettle bilaterally-executed trades in Products, including via interface with Registries on behalf ofService Participants in connection with collecting Inventory information; providing instructionsregarding Products, including transfer and cancellation; and other matters.

(xii) ” CerQlar Website ” means the website owned and/or operated by CerQlar and accessible at www.cerqlar.com.

(xiii) “ Your Information ” means any and all data that you or any End Userinputs into the CerQlar Platform, or otherwise provides to us in connection with the Service, forprocessing as part of the Service, including any Personal Data forming part of such data. ClientInformation may include: Trade Information for any Trade that you first submit to the Service;your Inventory information; information with respect to your End Users, authorized signatoriesto your Trade Agreements and other personnel authorized to act for you; and any settlementprice or other quotation information that you provide to the Service in connection with its statusas a Client.

(xiv) “ Confidential Information ” means all, or any part of, and originals orcopies of, any information, data, plans, materials, processes, methodologies and concepts, inwhatever form embodied (e.g., oral, written, electronic) owned by either Party or related to theService or these Terms, including Client Information and Trade Information, that either Party(the “ Receiving Party ”) receives from the other Party (the “ Disclosing Party ”), or any suchinformation of the Disclosing Party to which the Receiving Party gains access as a result of theseTerms or the Service, no matter how or by what party such information, materials, or conceptswere transmitted to or learned by the Receiving Party. For the avoidance of doubt: ClientInformation and Trade Information shall be deemed Confidential Information of Client.

(xv) “ Control ” means, with respect to any person or entity, the ownership ofmore than 50% of the outstanding shares or securities representing the right to vote for theelection of directors or other managing authority of such person or entity.

(xvi) “ Delivery ” (and “ Deliver ”) means, with respect to a specified quantity ofProduct of specified attributes, the confirmed transfer via applicable Registry or other system forsuch specified Product from the applicable Seller to the applicable Buyer.

(xvii) “ End User ” means any individually and accurately-identified naturalperson who has been authorized by you to use some applicable scope of end user features andfunctionality of the CerQlar Platform. For the avoidance of doubt, each End User shall be anactual individual human person with identity confirmed by you and accurately given in anycommunication or interaction with the Service.

(xviii) “ Fee(s) ” means the charges owed by the Client for the Services providedby CerQlar, as set out in your Order Form.

(xix) “ Intellectual Property Rights ” means any and all patents, inventions,copyrights, trademarks, domain names, trade secrets, know-how and any other intellectualproperty and/or proprietary right anywhere in the world.

(xx) “ Inventory ” means all or part of the set of Product(s) owned by you, which may be managed within the Service.

(xxi) ” Order ” or “ Order Form ” means the CerQlar (online) form completed byyou requesting Subscription to the Services by which you agree to subscribe under the stated,commercial, general and other terms.

(xxii) “ Personal Data ” means any information deemed “personal data” or“personal information” (or analogous variations of such terms) under Applicable Law, includingany information relating to an identified or identifiable natural person.

(xxiii) ” Premium Services ” means the Services offered under a tiered servicemodel by CerQlar against payment of fees and any applicable Transaction costs; including butnot limited to: (A) contracting services (to issue electronic trade contracts on the CerQlarPlatform between you and the Trade Counterparty using third party technology includingelectronic signature); (B) position management services (to aggregate, report and visualizecurrent, past and projected positions of Client in various Products based on the Client’s TradeInformation and Client’s Inventory); (C )Inventory management services (to manage and earmarkcertificates in Registries where Client holds an account); (D) CerQlar API and custom ETRMintegration services; (E) dedicated Client Account services; (F) inventory optimization services.

(xxiv) “ Product” (and “Products”) means each energy attribute certificate andother certificate or commodity product as to which the CerQlar Platform provides any Service.

(xxv) “ Promo Subscription ” means the offering of Free Subscription plus certainPremium Services or features thereof at no additional costs for a limited time. CerQlar shall at itssole discretion determine the duration for the Promo Subscription. By the end of the PromoSubscription time offering the Subscription will either be upgraded according to an orderconfirmation or downgraded back to the original Subscription type.

(xxvi) “ Addendum ” means any addendum to these Terms, as adopted oramended by CerQlar from time to time, describing the operations, procedures and rules withrespect to any Product or category of Products or Service as described in the addendum.

(xxvii) “ Proposed Trade ” means a proposed Trade between you and a TradeCounterparty for the sale and Delivery (on one or more delivery dates), by the applicableproposed Seller, and the purchase and Acceptance, by the applicable proposed Buyer, of aquantity of Product of specified attributes. For the avoidance of doubt, (a) a Proposed Trade isnot yet executed, (b) the terms of a Proposed Trade may be subject to further adjustment, and(c) neither we nor the Service have any role at any time in matching the proposed Seller and theproposed Buyer in the Proposed Trade. Upon execution of the applicable Trade Agreement bythe proposed Trade parties, a Proposed Trade becomes a Trade.

(xxviii) “ Registry ” (and “ Registries ”) means, with respect to each Product and asavailable via the CerQlar Platform, an applicable nationally-appointed issuing body, including itsrules, as specified in a Trade and through which a Seller is obliged to perform its applicableTrade obligations.

(xxix) “ Registry Access Information ” means, with respect to a Registry, a Party’saccess credentials, API keys and other information necessary to access such Registry by or onbehalf of such Party.

(xxx) “ Seller ” means, with respect to a Trade (or Proposed Trade), the party tosuch transaction that has agreed to sell (or is proposed to agree to sell) the specified quantity ofProduct of specified attributes for Delivery.

(xxxi) “ Service(s) ” means, (set of) CerQlar Platform features and functionality(-ies) and Additional Service(s) (including but not limited as support, trainings/onboardings,custom integrations) provided by CerQlar to which you Subscribe from time to time.

(xxxii) “ Settlement ” (and “ Settle ”) means, with respect to a Trade, theconfirmation of: one or more payment(s) received by the Seller, one or more Deliveries of aspecified quantity of the applicable Product of specified attributes from the applicable Seller tothe applicable Buyer and the transfer and/or cancellation of any one or more Deliveries ofspecified quantity of Product of specified attributes. For the avoidance of doubt, a Trade isfinally Settled upon the confirmation of all of the foregoing with respect to the entire quantity ofthe applicable Product of specified attributes set forth in the applicable Trade Information.

(xxxiii) “ Subscribed Registry ” means each Registry, as made available by us toyou for access via the CerQlar Platform from time to time during the Subscription Term.

(xxxiv) “ Subscription ” means your authorization to access, for a period of time,the Service and CerQlar Platform with any other provisioned Additional Service(s) as applicablefrom time to time. CerQlar offers three types of Subscriptions: (A) Free Subscription; (B) PromoSubscription; and (C) Premium Subscription, as defined in the Terms.

(xxxv) ” Subscription Term ” means the duration of your Subscription as specifiedin your Order.

(xxxvi) “ Trade ” means an agreement entered into by Client and a TradeCounterparty for the sale and Delivery (on one or more delivery dates), by the applicable Seller,and the purchase and Acceptance, by the applicable Buyer, of a specified quantity of Product ofspecified attributes. For clarity, a Trade is a binding transaction between the Trade Parties ondefinitive terms specified in the applicable Trade Agreement.

(xxxvii) “ Trade Agreement ” means, with respect to a Trade, the definitivedocumentation specifying all applicable Trade Information and all other terms and conditions with respect to such Trade, that each Trade Party has duly executed. A Trade Agreement may bein the form of a written document as to which all applicable Trade Information has beenpopulated; or a specification of all applicable Trade Information together with reference to anagreed set of all other terms and conditions with respect to such Trade.

(xxxviii) “ Trade Counterparty ( or Trade Party )” means, with respect to each Trade(or Proposed Trade), the counterparty (or proposed counterparty) to the transaction. For a Trade (or Proposed Trade) as to which you are the Buyer, the Trade Counterparty is the Seller. For a Trade (or Proposed Trade) as to which you are the Seller, the Trade Counterparty is the Buyer.

(xxxix) “ Trade Information ” means, with respect to a Trade as to which you are aTrade Party, any and all information relating to such Trade that is submitted to the Service via theCerQlar Platform, including any information provided as part of a forward book import. TradeInformation includes, as applicable, information with respect to each Trade Party, the applicableProduct, specified quantity and terms of Delivery, Acceptance and Settlement.

(xl) “ Trade Recap ” means, the process within the CerQlar Platform torecapitulate a Trade executed outside of the CerQlar Platform between you and the TradeCounterparty.

(xli) “ Transaction(s) ” means settlement instructions initiated by you throughthe CerQlar platform requiring an external party or system to act or otherwise acknowledge inorder to complete the instruction. Specifically this includes: a) Trade Recap with anotherplatform member; b) electronic contracts issued as instructed by the Client in scope of Tradecapture for subsequent electronic signature by Trade Counterparty; c) delivery (transfers, exportsand moves) and cancellation actions through API-connected registries. d) electronic invoicingwhere a system generated invoice is sent to an external system.A Transaction is subject to additional fees if not included in the Subscription or exceeds thenumber of allocated Transactions in the Subscription.

A Transaction is billable only to theinitiator of such Transaction and only when the Transaction has been successfully completed. Forthe avoidance of doubt, the counterparty who completes the Transaction but did not initiate thistransaction (Trade acceptor in scope of a Trace Recap Transaction, counterparty signatory inscope of contracting Transaction, and receiver of the certificates/ cancellation statements) willnot be invoiced for the billable Transaction. Additionally, any Transaction that, for any reason, isnot completed is not a billable Transaction.

II. Inconsistencies . In the event of any inconsistency between these Terms and anyapplicable Registry rules, the applicable Registry rules will prevail.

III. Interpretation . Each definition used in these Terms includes the singular and theplural, and reference to the neuter gender includes the masculine and feminine whereappropriate. English language words used in these Terms intend to describe Dutch legal conceptsonly and the consequences of the use of those words in English law, the law of the U.S. or anystate, or any other foreign law shall be disregarded. The headings to the Sections of these Termsare for convenience of reference and shall not affect the meaning or interpretation of theseTerms. Unless the context clearly indicates otherwise, the word “including” when used in these Terms means “including but not limited to,” the word “include” means “include, withoutlimitation,” the words “third-party” or “third party” means “any person other than either Party orany of their Affiliates” and the words “hereof,” “herein,” “hereto” and “hereunder” and words ofsimilar import when used in these Terms refer to these Terms as a whole and not to any particularprovision of these Terms. These Terms shall not be construed or interpreted against any Partydue to such Party’s being deemed to have drafted it.