These English terms and conditions are provided for informational purposes and convenience only, the Dutch terms and conditions shall prevail at all times.

In these Terms and Conditions, capitalized terms have the following meaning.
‍
‍Voltico: Voltico B.V., based in Amsterdam, Chamber of Commerce number 96534931, the legal entity that offers emission rights services and is the intermediary for emission rights transactions.
‍
‍Copper: The (legal) person with whom Voltico has entered into an Agreement, usually as a buyer of emission rights.
‍
‍Salesman: The (legal) person with whom Voltico has entered into an Agreement, usually as a party (seller) offering emission rights to Voltico for sale to the Buyer.
‍
‍Mediator: The (legal) person with whom Voltico has entered into an Agreement, usually as a party that mediates between Voltico, the Buyer and the Seller in trading the emission rights.
‍
Emission rights: Rights that can be traded to offset (CO2) emissions, including Renewable Fuel Units (HBEs).
‍
‍Payment terms: The terms applicable to payments between Voltico, Buyer, Seller and Intermediary.
‍
‍Offer: An informal written (digital) offer, proposal or quote from Voltico to the Buyer, Seller and/or Mediator with the terms, prices and services that Voltico offers.
‍
‍Agreement: The agreement concluded between Voltico, the Buyer, the Seller and the Intermediary with respect to the purchase, sale or mediation of emission rights.
‍
‍Party (s): The term Party refers to any separate legal entity that enters into an Agreement with Voltico, such as the Buyer, Seller, Intermediary, or Voltico itself. The term Parties refers to all entities involved jointly.

2.1 These Terms and Conditions apply to all Offers, activities, transactions and Agreements between Voltico, the Buyer, the Seller and/or the Intermediary, unless otherwise expressly agreed.

2.2 The applicability of the terms and conditions of the Buyer, Seller and/or Mediator is hereby expressly excluded, unless otherwise agreed in writing.

2.3 Agreements or arrangements that differ from these General Terms and Conditions only apply if they have been agreed or confirmed in writing with Voltico, and otherwise fully enforce these Terms and Conditions.

2.4 In the event of a conflict between the provisions of the Agreement and the General Terms and Conditions, the provisions of the Agreement prevail over those of the General Terms and Conditions.

3.1 Offers from Voltico are non-binding, unless explicitly stated otherwise.
‍
3.2 An Offer may be withdrawn or amended by Voltico at any time, unless otherwise agreed in writing.
‍
3.3 An Offer occurs when Voltico makes an informal written (digital) proposal to a Party, presenting the terms, prices and services that Voltico is willing to provide.

3.4 Voltico offers are valid for one month. If the Party does not accept the Offer within the applicable period, the offer will expire. Voltico has the right to cancel the Offer during this period.
‍
3.5 The Voltico Offer is based on information and information provided by or on behalf of the Party. The Party is responsible for the accuracy and completeness of this data and information.

4.1 The Agreement is concluded when a Voltico enters into an Agreement with a Buyer, Seller and/or Mediator. This can be, for example, by signing a written agreement, confirming a transaction in writing, or by another form of written contractual conclusion. From that moment on, the General Terms and Conditions always apply to the Agreement and to the commercial relationship between the Party (s), regardless of the method of conclusion or the specific transaction.
‍
4.2 Parties together, but also individually, were able to view (digitally) the General Terms and Conditions and other applicable terms and conditions, including any annexes or additional provisions, before or when the Agreement was concluded, read them and agreed to them. These General Terms and Conditions apply to all transactions and relationships between the Parties, both when the Agreement is concluded and throughout its term.

4.3 All offers made by Voltico are non-binding and can be withdrawn or amended by Voltico at any time, unless otherwise agreed in writing.

4.4 When entering into the Agreement, the Buyer, the Seller and the Intermediary declare that they have the necessary powers and rights to carry out the transaction.

5.1 Voltico provides its services on the basis of a “no cure, no pay” principle, which means that the Seller only owes compensation if and as soon as the agreed results are achieved.

5.2 The Mediator provides its services on the basis of a “no cure, no pay” principle, which means that Voltico only owes compensation if and as soon as the agreed results are achieved.

5.3 In the case of “no cure, no pay”, the payment obligation occurs when the agreed result is achieved.

5.4 The Buyer is obliged to pay the agreed price for the emission rights to Voltico, including any taxes, unless otherwise expressly agreed.

5.5 After payment by the Buyer, Voltico pays the Seller the agreed amount for the emission rights sold, after deducting Voltico's compensation and brokerage fees, unless otherwise agreed.

5.6 After payment by the Buyer, Voltico pays the Intermediary a fee for the mediation, according to the terms agreed between Voltico and the Intermediary.

5.7 Payments to the Seller will only be made after the Buyer has fully fulfilled its payment obligations. Voltico may defer payments to the Seller until payment has been confirmed by the Buyer.

5.8 All payments must be made within 30 days or in the manner specified in the Agreement or by Voltico.

5.9 Voltico invoices must be paid within the period specified on the invoice, to the account number indicated on the invoice. The term on the invoice is a deadline within the meaning of article 6:83 (a) of the Civil Code (BW).

5.10 If the payment term is exceeded, any discounts that have been provided will expire. Voltico is then entitled to charge the statutory commercial interest, as referred to in article 6:119 a of the Dutch Civil Code, without prior notice of default. In addition, Voltico is entitled to all judicial and extrajudicial (collection) costs that are necessary to collect the invoices. The extrajudicial collection costs are set at 15% of the outstanding principal amount, including VAT, with a minimum of €200. However, Voltico reserves the right to claim reimbursement of actual costs if these costs are higher.

5.11 Parties are not entitled to suspend payment of invoices or set off the amount due against a claim they believe they have against Voltico.

5.12 Seller, Buyer and Intermediary hereby waive the right to suspend performance of any obligation arising from this Agreement.

5.13 Voltico announces changes in rates and fees at least one month in advance.

6.1 Voltico will deliver goods and services in the agreed manner and within the agreed period, unless circumstances prevent this.

6.2 The Seller is responsible for delivering the emission rights to Voltico correctly and in a timely manner, in accordance with agreed standards and requirements.

6.3 Voltico is not responsible for any delays or shortcomings resulting from the acts or omissions of the Seller, Buyer and/or Intermediary.

6.4 Voltico is entitled to use the services of third parties when executing the Agreement. The Parties agree to this in advance and unconditionally.

6.5 Voltico strives to meet the delivery terms specified in the Offer or agreed with the Party (s), but these terms are never final terms within the meaning of article 6:83 under a of the Dutch Civil Code. If a deadline is exceeded, Voltico will, if possible, provide a new delivery period.

6.6 If Voltico requires data or information from the Party (s) for the execution of the Agreement, the delivery period will not commence until Voltico has received all necessary information and the Party (s) has fulfilled all obligations.

6.7 Voltico has the right, if necessary, to change the terms of delivery or terms, provided the Parties are informed of this in good time.

6.8 Parties must immediately report complaints to Voltico in writing, with a detailed description of the shortcoming. A complaint cannot result in Voltico being obliged to perform work that has not been agreed.

6.9 When a Party and Voltico have entered into an Agreement, it only contains a best-efforts obligation and therefore no obligation to result.

7.1 All intellectual property rights relating to the goods, software and services supplied and the related documentation remain the property of Voltico.

7.2 Parties may not show, make available or otherwise use the intellectual property rights in article 7.1 to others without Voltico's prior written consent.

7.3 The Buyer, Seller and Intermediary only have limited, non-exclusive rights to trade the allowances under the terms of the Agreement.

7.4 The Buyer, Seller and Intermediary are not allowed to make changes to the emission allowances or related documents without Voltico's permission.

8.1 Voltico is only liable for damage suffered by the Party if that damage is caused by intent or wilful recklessness.

8.2 When Voltico is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.

8.3 Voltico is not liable for indirect damage, such as consequential damage, loss of profit, damage to third parties or damage due to business interruption.

8.4 Where Voltico is liable, this liability is limited to the amount paid out by a comprehensive liability insurance. If no insurance has been taken out or no amount of damage is paid out, the liability is limited to the (part of) the invoice amount to which the liability relates.

8.5 If a Party does not, timely or improperly provide the information, data or access reasonably requested by Voltico, and the execution of the Agreement is therefore delayed, the resulting lost income or income will be borne by the Party, and Voltico will not be liable for such lost income or income.

8.6 The Buyer is responsible for the use of the emission rights and indemnifies Voltico from any liability for damage caused by the use of these rights.

8.7 The parties indemnify Voltico against all claims by others related to the products and/or services provided by Voltico.

8.8 Any Party's right to compensation from Voltico expires 12 months after the event that directly or indirectly causes liability. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

9.1 All Parties undertake not to disclose or use confidential information that they receive from each other for purposes other than executing the Agreement without written permission from the other Parties.

9.2 This obligation applies both during the term of the Agreement and after its termination.

10.1 The Agreement is entered into for an indefinite period, unless otherwise agreed.

10.2 Parties may cancel the Agreement if Voltico imputably fails to fulfil its obligations, unless this shortcoming does not justify termination due to its special nature or minor importance.

10.3 All Parties have the right to terminate the Agreement in writing with three months' notice, provided that there are no ongoing transactions or other obligations.

10.4 If the Seller, Buyer and/or Intermediary fails to pay or comply with the Agreement, Voltico has the right to terminate the Agreement immediately.

10.5 Voltico has the right to transfer its rights and obligations under the Agreement to a third party. The Party or Parties concerned will be informed about this and will not unreasonably withhold consent. After the transfer, the Party or Parties no longer have any claims against Voltico.

10.6 Voltico has the right to terminate the Agreement without judicial intervention if a Party goes bankrupt, applies for a suspension of payments, ceases or transfers its business, or in other cases where a Party is unable to meet its obligations.

10.7 Voltico has the right to terminate or suspend the Agreement in whole or in part in the event of force majeure, such as unforeseen circumstances that make the execution of the Agreement impossible. In this case, the Party (s) will be informed as soon as possible.

11.1 Voltico reserves the right to change these Terms and Conditions at any time.

11.2 Changes or additions to the Agreement that are made between the Parties must be agreed in writing.

11.3 Changes to the General Terms and Conditions take effect at the time of publication, unless otherwise indicated.

11.4 If a Party does not accept the amended terms, it has the right to terminate the Agreement subject to the notice period.

12.1 All Agreements and these General Terms and Conditions are governed by Dutch law.

12.2 All disputes arising from or related to the Agreement and Terms and Conditions will initially be submitted to an independent mediator.

12.3 If a mediator is unable to provide a solution, the disputes will be submitted to the competent court of the Amsterdam District Court in the Netherlands.