Terms and Conditions

1. Definitions

In these General Terms and Conditions, capitalized terms shall have the following meanings:

Voltico: Voltico B.V., registered in Amsterdam, Chamber of Commerce number 12345678, the legal entity providing services related to emission rights and acting as an intermediary for emission rights transactions.

Buyer: The (legal) person with whom Voltico has entered into an Agreement, usually as the purchaser of emission rights.

Seller: The (legal) person with whom Voltico has entered into an Agreement, usually as the party offering emission rights to Voltico for sale to the Buyer.

Mediator: The (legal) person with whom Voltico has entered into an Agreement, usually as the party mediating between Voltico, the Buyer, and the Seller in the trading of emission rights.

Emission Rights: Emission Rights that can be traded to offset (CO2) emissions, including emissiereductie-eenheden (EREs).

Payment Terms: The terms applicable to payments between Voltico, the Buyer, the Seller, and the Mediator.

Offer: A non-binding written (digital) proposal, quotation, or offer from Voltico to the Buyer, Seller, and/or Mediator, stating the terms, prices, and services offered by Voltico.

Agreement: The agreement concluded between Voltico, the Buyer, the Seller, and the Mediator with respect to the purchase, sale, or mediation of emission rights.

Party(ies): The term Party refers to any separate legal entity entering into an Agreement with Voltico, such as the Buyer, Seller, Mediator, or Voltico itself. The term Parties refers to all involved entities collectively.m Parties refers to all entities involved jointly.

2. Applicability of the general terms and conditions

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

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

2.3 Any arrangements or agreements deviating from these General Terms and Conditions shall only apply if agreed or confirmed in writing with Voltico, and otherwise these General Terms and Conditions remain fully in effect.

2.4 In case of a conflict between the provisions of the Agreement and the General Terms and Conditions, the provisions of the Agreement shall prevail.

3. Conclusion of the offer

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 is made when Voltico provides a non-binding written (digital) proposal to a Party, presenting the terms, prices, and services that Voltico is willing to provide.

3.4 Offers from Voltico are valid for one month. If the Party does not accept the Offer within the applicable period, the Offer shall expire. Voltico has the right to revoke the Offer during this period.

3.5 The Offer from Voltico is based on information provided by or on behalf of the Party. The Party is responsible for the accuracy and completeness of this information.

4. Conclusion of the agreement

4.1 An Agreement is concluded when Voltico enters into an Agreement with a Buyer, Seller, and/or Mediator. This may include, for example, signing a written agreement, confirming a transaction in writing, or any other form of written contractual conclusion. From that moment, the General Terms and Conditions shall apply to the Agreement and to the commercial relationship between the Party(ies), regardless of the method of conclusion or the specific transaction.

4.2 The Parties, jointly and individually, have had the opportunity to review the General Terms and Conditions and any other applicable conditions, including annexes or additional provisions, digitally prior to or at the conclusion of the Agreement, have acknowledged them, and agree to be bound by them. These General Terms and Conditions apply to all transactions and relationships between the Parties, both at the conclusion of the Agreement and throughout its duration.

4.3 All Offers from Voltico are non-binding and may be withdrawn or amended at any time, unless otherwise agreed in writing.

4.4 The Buyer, Seller, and Mediator declare that they have the necessary authority and rights to execute the transaction at the conclusion of the Agreement.

5. Payment and terms of payment

5.1 Voltico provides its services on a “no cure, no pay” basis, meaning the Seller is only required to pay a fee once the agreed results have been achieved.

5.2 The Mediator provides their services on a “no cure, no pay” basis, meaning Voltico is only required to pay a fee once the agreed results have been achieved.

5.3 In the case of “no cure, no pay,” the payment obligation arises at the moment the agreed result is achieved.

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

5.5 After payment by the Buyer, Voltico shall pay the Seller the agreed amount for the sold emission rights, after deducting Voltico’s fee and mediation costs, unless otherwise agreed.

5.6 After payment by the Buyer, Voltico shall pay the Mediator a fee for mediation, according to the terms agreed between Voltico and the Mediator.

5.7 Payments to the Seller will only be executed after the Buyer has fully met their payment obligations. Voltico may postpone payments to the Seller until the payment by the Buyer has been confirmed.

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

5.9 Invoices from Voltico must be paid within the period stated on the invoice, to the bank account specified. The term on the invoice is a strict deadline under Article 6:83(a) of the Dutch Civil Code.

5.10 If the payment term is exceeded, any discounts provided will expire. Voltico is then entitled to charge statutory commercial interest under Article 6:119a of the Dutch Civil Code without prior notice of default. In addition, Voltico may claim all judicial and extrajudicial (collection) costs necessary to recover the invoices. Extrajudicial collection costs are set at 15% of the outstanding principal, including VAT, with a minimum of €200. Voltico reserves the right to claim reimbursement of actual costs if these exceed this amount.

5.11 Parties are not entitled to suspend payment of invoices or offset amounts they believe they are owed by Voltico.

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

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

6. Delivery and performance of services

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

6.2 The Seller is responsible for correctly and timely delivering the emission rights to Voltico, according to the agreed standards and requirements.

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

6.4 Voltico is entitled to use third-party services for the execution of the Agreement. The Parties hereby provide unconditional prior consent to this.

6.5 Voltico strives to meet the delivery periods stated in the Offer or agreed with the Party(ies), but these periods are never strict deadlines under Article 6:83(a) of the Dutch Civil Code. If a deadline is exceeded, Voltico will provide a new delivery period if possible.

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

6.7 Voltico has the right, if necessary, to amend delivery terms or deadlines, provided the Parties are informed in a timely manner.

6.8 Parties must report complaints to Voltico in writing immediately, with a detailed description of the shortcoming. A complaint cannot obligate Voltico to perform work that was not agreed.

6.9 When a Party and Voltico have concluded an Agreement, Voltico only has an obligation to make best efforts and no obligation to achieve a specific result.

7. Intellectual property

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

7.2 Parties may not disclose, make available, or use the intellectual property rights mentioned in 7.1 without prior written consent from Voltico.

7.3 The Buyer, Seller, and Mediator have only limited, non-exclusive rights to trade emission rights according to the terms of the Agreement.

7.4 The Buyer, Seller, and Mediator may not make modifications to the emission rights or associated documents without Voltico’s consent.

8. Liability and damage

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

8.2 If Voltico is liable for damage, such liability is limited to direct damage related to the execution of the underlying Agreement.

8.3 Voltico is not liable for indirect damage, such as consequential damage, lost profits, third-party damage, or business interruption.

8.4 If Voltico is liable, such liability is limited to the amount paid out by a liability insurance. If no insurance exists or no damage is paid, liability is limited to the (portion of the) invoice amount related to the liability.

8.5 If a Party fails to timely provide information, data, or access reasonably requested by Voltico, resulting in delay, any lost revenue is the responsibility of the Party, and Voltico is not liable.

8.6 The Buyer is responsible for the use of the emission rights and indemnifies Voltico against any claims arising from their use.

8.7 Parties indemnify Voltico against all claims from third parties related to Voltico’s products and/or services.

8.8 Any right of a Party to claim damages from Voltico expires 12 months after the event giving rise to the liability. This does not affect Article 6:89 of the Dutch Civil Code.

9. Confidentiality

9.1 All Parties are obliged not to disclose or use confidential information received from each other without written consent, except for executing the Agreement.

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

10. Duration and termination of the agreement

10.1 The Agreement is concluded for an indefinite period unless otherwise agreed.

10.2 Parties may terminate the Agreement if Voltico materially fails in its obligations, unless such failure does not justify termination due to its minor significance.

10.3 All Parties may terminate the Agreement with three months’ written notice, provided no ongoing transactions or other obligations exist.

10.4 If the Seller, Buyer, and/or Mediator fails to pay or fulfill the Agreement, Voltico may terminate immediately.

10.5 Voltico may transfer its rights and obligations under the Agreement to a third party, informing the Party(ies), who shall not unreasonably withhold consent. After transfer, the Party(ies) have no claims against Voltico.

10.6 Voltico may dissolve the Agreement without judicial intervention in cases of bankruptcy, suspension of payment, business cessation or transfer, or inability to fulfill obligations.

10.7 Voltico may wholly or partially dissolve or suspend the Agreement in case of force majeure, such as unforeseen circumstances making execution impossible. Parties shall be informed as soon as possible.

11. Amendment to the general terms and conditions

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

11.2 Amendments or supplements to the Agreement between Parties must be agreed in writing.

11.3 Changes to the General Terms and Conditions take effect upon publication, unless stated otherwise.

11.4 If a Party does not accept the amended terms, it may terminate the Agreement observing the notice period.

12. Applicable law and disputes

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 General Terms and Conditions shall initially be submitted to an independent mediator.

12.3 If mediation does not resolve the dispute, it shall be submitted to the competent court of the District Court of Amsterdam, the Netherlands.

13. Other provisions

3.1 If any provision of these General Terms and Conditions is declared invalid, illegal, or unenforceable, the remaining provisions remain in full force.

13.2 The Parties shall then consult to establish a replacement provision as close as possible to the original provision in legal and commercial terms.

13.3 These General Terms and Conditions come into effect on 1 February 2025.