General Terms and Conditions

Article 1 Background

The Minister for Climate and Energy has granted VertiCer a mandate regarding the tasks related to guarantees of origin and certificates of origin as referred to in:

1. Article 73 of the Electricity Act 1998;
2. Article 66i of the Gas Act;
3. Article 3 of the Law implementing the EU Directive on Renewable Energy for guarantees of origin; and
4. Article 25 of the Heat Act, as amended, repealed, consolidated, or replaced from time to time.

Article 2 Definitions

In these General Terms and Conditi

ons, the following terms, written with an initial capital letter, have the definitions stated below:

2. For all other matters, the definitions as included in the Electricity Act 1998, the Gas Act, the Heat Act, and the Regulation apply.

Article 3 Applicability

These General Terms and Conditions apply to all services provided by VertiCer related to the tasks referred to in Article 1.

Article 4 Rights and Obligations of the Participant

A Participant has the right to participate in the System, under the obligation to:

1. comply with the obligations set forth in the Regulation and adhere to other applicable laws and regulations;
2. comply with reasonable requests from VertiCer regarding the System;
3. inform VertiCer about all facts and circumstances that may be relevant for the optimal execution of the System;
4. refrain from any actions that could disrupt the proper functioning of the System;
5. provide VertiCer with information regarding their contact persons, address, and availability. The contact persons should be authorized to represent the Participant in matters related to the System. In case of any changes in the provided information, the Participant should promptly inform VertiCer through the System;
6. complete the registration form provided by VertiCer accurately and truthfully and return it to VertiCer; timely pay the fees referred to in Article 7.

Article 5 Rights and Obligations of VertiCer

Without prejudice to the rights and obligations arising from other provisions of these General Terms and Conditions and the Regulation, VertiCer shall:

A. verify the identity of a Participant in accordance with the obligation stipulated in the Regulation. VertiCer shall:
  i. maintain the registration of that Participant until the registration form referred to in Article 4, clause 1, subparagraph f is fully completed and returned;
  ii. exchange Participant's data with the Tax Authority where deemed necessary for the optimal execution of the System;
b. manage the System and, in that context, do everything reasonably required to keep that System available to all Participants;
c. fulfill reasonable requests from Participants aimed at the optimal execution of the System. The following factors shall be taken into account when assessing the reasonableness of a request:
  i. the costs for VertiCer associated with fulfilling the request, both in absolute and relative terms;
  ii. VertiCer shall treat all Participants equally as a general principle; d. refrain from any actions that could disrupt the proper functioning of the System.

Article 6 Suspension

1. Without prejudice to the provisions of Article 12, clause 2, VertiCer may suspend the provision of services to a Participant and the Participant's access to the System:
  a. when the Participant fails to meet the payment obligation arising from Article 7 in a timely manner; or
  b. with immediate effect and without prior notice, when the Participant fails to fulfill one or more of its obligations under these General Terms and Conditions or the resulting regulations, and if VertiCer deems such suspension necessary or desirable in order to:
  i. ensure the proper functioning of the System; or
  ii. protect the rights of other Participants.

2. The suspension referred to in the preceding clause shall have the following consequences:
  a. no guarantees of origin or certificates of origin shall be issued for energy produced by the suspended Participant;
  b. the suspended Participant shall be unable to transfer or cancel guarantees of origin and certificates of origin.

3. The exercise of the right to suspend does not affect the other rights that VertiCer may derive from these General Terms and Conditions, the Regulation, or the law due to the Participant's breach.

4. VertiCer is authorized, but not obligated, to take measures to eliminate or mitigate the consequences of the Participant's breach that led to the suspension. The Participant is obliged to cooperate with VertiCer upon request. All costs incurred in this regard shall be borne by the Participant. The exercise or non-exercise by VertiCer of the authority described in this clause does not affect the mutual rights and obligations in other respects.

5. VertiCer shall inform a Participant in writing about any imposed suspension, stating the reason(s) for the suspension and the effective date.

6. A Participant shall notify VertiCer in writing as soon as the reason(s) for the suspension has been remedied. If VertiCer deems that the reason for the suspension has indeed been adequately remedied, VertiCer shall lift the suspension within five working days.

Article 7 Invoicing and Payment

1. The Minister for Climate and Energy establishes the rates for actions related to guarantees of origin and certificates of origin through the Regulation. VertiCer invoices these rates to a Participant by means of an invoice.

2. Insofar as the Regulation referred to in the first paragraph prescribes a rate for membership, a Participant is liable for the full fee per calendar year, regardless of the date on which the Participant:
  a. starts participating in the System; or
  b. terminates their participation in the System.
3. An invoice must be paid by the respective Participant within thirty days of the invoice date, to the bank account number indicated in the invoice.
4. If a Participant wishes to dispute (part of) the invoiced amount:
  a. the obligation to make payment will not be suspended;
  b. VertiCer and the Participant will promptly enter into consultations to resolve the dispute.
5. A Participant is not allowed to invoke set-off, on any grounds whatsoever.
6. All (judicial and extrajudicial) costs associated with the collection of due amounts, including legal assistance costs, shall be borne by the respective Participant.

Article 8 Amendment of the General Terms and Conditions

1. VertiCer reserves the right to unilaterally modify these General Terms and Conditions.
2. VertiCer will inform Participants about changes to the General Terms and Conditions:
  a. by publishing them on the Website; and
  b. via email, to the contact persons referred to in Article 4, paragraph 1, subparagraph e.
3. Changes to the General Terms and Conditions resulting from amendments to relevant laws and regulations and/or the mandate will come into effect on the same date as those changes to the laws and regulations and/or the mandate. Other changes will come into effect thirty days after VertiCer has notified them in accordance with the second paragraph.

Article 9 Liability

1. VertiCer is a non-profit organization whose expenses are covered by the fees paid by the Participants. Therefore, each Participant accepts that VertiCer limits its liability, and these General Terms and Conditions represent a reasonable distribution of rights and obligations.
2. By availing services from VertiCer, each Participant accepts that the liability of the AIB is limited. The AIB, other members of the AIB, or their representatives cannot be held liable by Participants for actions of VertiCer, the AIB, other members of the AIB, their representatives, or third parties.
3. The liability of VertiCer towards a Participant is limited to the direct damages suffered by that Participant, consisting of the costs of loss or premature expiration of guarantees of origin and certificates of origin, with a maximum of €5,000 per calendar year. VertiCer is never liable towards a Participant for any other form of damages.
4. Each Participant has the duty to do everything within their power to prevent damages. This expressly includes ensuring the accuracy of instructions given by the respective Participant to VertiCer via the System to:
   a. Transfer to the account of another Participant;
   b. Transfer to an account outside the System (i.e., internationally);
   c. Withdraw;
   d. Deduct from their account.
5. Each Participant has the duty to do everything within their power to limit the extent of damages.
6. VertiCer accepts no liability for any direct or indirect damages suffered by a Participant arising from or relating to their suspension as described in Article 6. The respective Participant indemnifies VertiCer against claims from third parties resulting from their suspension.
7. Each Participant indemnifies VertiCer against claims from third parties resulting from the correction or withdrawal of guarantees of origin and certificates of origin.
8. Claims and other powers of a Participant against VertiCer, regardless of the legal basis, expire in any case within three years after termination of the service provision to that Participant.

Article 10 Confidentiality of Data

1. Each Party undertakes to keep confidential all information that it knows or reasonably should suspect to be of a confidential nature, received from the other Party for the purpose of VertiCer's service provision, unless the Parties agree otherwise in writing or unless otherwise provided in these General Terms and Conditions.
2. Information will in any case be considered confidential if and to the extent that it has been designated as such by one of the Parties or by the Parties jointly.
3. Confidential information does not include knowledge, data, and information that, at the time of disclosure or acquisition, is already in the lawful possession of the receiving Party, is of general knowledge, or is disclosed in literature, or is marked by the Party making it available as "non-confidential" or words to that effect.
4. Each Party shall only use the information received from the other Party for the purpose for which it has been received. If necessary to comply with the provisions of this article, the Parties shall impose a confidentiality obligation on their employees and on third parties engaged by them.
5. To the extent that confidential information must be made accessible to certifying bodies, government authorities, public institutions, and/or inspectors of insurers, the Parties shall provide written notice of its confidential nature. Each Participant agrees in advance that VertiCer must disclose confidential information to:
   a. the Netherlands Enterprise Agency (RVO);
   b. the Dutch Emissions Authority (NEa);
   c. the Central Bureau of Statistics (CBS);
   d. the Ministry of Economic Affairs and Climate and its affiliated bodies;
   e. the Tax Authority; and
   f. each successive holder of a guarantee of origin or certificate of origin, to the extent that it concerns data listed on that guarantee of origin or certificate of origin.
6. The obligations under this article shall continue for a period of two years after VertiCer terminates its service provision to a Participant.

Article 11 Intellectual Property

1. All intellectual property rights related to the System belong to VertiCer or its shareholders. Each Participant acknowledges these rights and will refrain from any infringement thereof.
2. All documents provided by VertiCer regarding participation in the System, including advice, reports, software, applications, etc., remain the property of VertiCer and are exclusively intended for use by the respective Participant.
3. A Participant is not permitted to disclose and/or reproduce information obtained from VertiCer in any form, including selling, modifying, making available, and distributing, unless such disclosure and/or reproduction is expressly permitted in writing by VertiCer and/or such disclosure and/or reproduction arises from the nature of the General Terms and Conditions, the law, or a judicial decision.

Article 12 Termination of Service Provision

1. When a Participant's request to erase their personal data under Article 17 of the GDPR results in VertiCer no longer holding any data regarding that Participant as referred to in Article 4, paragraph 1, point e, such request shall also be considered as a request to terminate VertiCer's service provision to that Participant.
2. VertiCer has the right to terminate its service provision to a Participant, in whole or in part, with immediate effect or on a date determined by VertiCer, if:
   a. that Participant fails to comply with their obligations under these General Terms and Conditions; and
   b. that Participant does not promptly or fully comply with a written notice of default from VertiCer to fulfill their obligations within fourteen days.
3. VertiCer has the right to terminate its service provision to a Participant, in whole or in part, with immediate effect, without further notice of default or judicial intervention, if:
   a. that Participant is declared bankrupt or granted suspension of payments;
   b. that Participant terminates their business;
   c. that Participant is subject to debt restructuring for individuals;
   d. that Participant deceases; or
   e. the business of that Participant is acquired by another entity. If VertiCer exercises this right, the Participant shall be deemed to be in default by operation of law.
4. VertiCer has the right to terminate its service provision to a Participant, in whole or in part, with immediate effect, without further notice of default or judicial intervention, if:
   a. information provided by that Participant:
     i. as part of the registration process; or
     ii. during their participation in the System; proves to be misleading, intentionally incorrect, or fraudulent; or
   b. if VertiCer detects unusual or suspicious activity on that Participant's account.
5. VertiCer has the right to terminate its service provision to all Participants, with immediate effect, without further notice of default or judicial intervention, if it is reasonably not feasible for VertiCer to continue its operations.
6. Termination of the service provision under paragraphs 2 to 5:
   a. shall be communicated through written notification;
   b. shall not result in VertiCer being liable to pay any compensation to a Participant;
   c. shall not affect any other rights accruing to VertiCer. All claims that VertiCer may have or obtain against a Participant in these cases are immediately and fully due and payable.
7. From the date of termination of the service provision, the respective Participant shall no longer have access to the System. Any remaining guarantees of origin and certificates of origin on that Participant's account shall be forfeited.

Artikel 13 Transfer of Rights and Obligations

1. A Participant may not transfer their rights and obligations under these General Terms and Conditions, either in whole or in part, to a third party without prior written consent from VertiCer.
2. VertiCer shall only withhold consent on reasonable grounds.
3. If a Participant wishes to transfer their rights and/or obligations under these General Terms and Conditions to a third party, VertiCer is entitled to impose conditions on granting consent in order to ensure the proper fulfillment of the obligations under the General Terms and Conditions.

Article 14 Applicable Law and Dispute Resolution

1. Dutch law shall exclusively apply to the General Terms and Conditions and disputes arising therefrom.
2. Any disputes arising from the General Terms and Conditions or agreements resulting therefrom shall be submitted, in the first instance, to the competent court in Arnhem.

Artikel 15 Entry into Force

1. These General Terms and Conditions shall enter into force on January 1, 2023, and replace all previous terms and agreements regarding the services of (the predecessors of) VertiCer.