General Terms and Conditions

These GTCs are a translation of the Dutch "Algemene Voorwaarden", the "Algemene Voorwaarden" prevail on the below in case of contradictions.

1. Definitions

Services means all administrative, technical and commercial services that Emrecs, as a recognised service provider with registered access, offers to register, manage and sell e-credits, including the administrative handling of the registration of charging stations on the platform of the Federal Public Service Economy, data collection and validation, reporting, the sale of e-credits to P2P buyers, financial settlement and support services.

Emrecs means emission reductions certificates BV (emrecs BV), with registered office at 2970 Schilde, De Reep 30, registered in the Crossroads Bank for Enterprises under number 1037876046 (Antwerp Business Court, Antwerp division);

Client means the Company or natural person who avails themselves of the services of Emrecs;

Company is defined as intended in article I.1.1° of the Economic Law Code;

Assignment means the specific service for which the Client calls upon Emrecs;

Force Majeure means the situation in which the performance of the Agreement for Emrecs is wholly or partially, temporarily or otherwise, prevented beyond the control of Emrecs. Force Majeure includes, but is not limited to: fire, war, terrorist attacks, epidemic, pandemic, adverse weather conditions, government measures, strike, disruption of internet, data network or telecommunications facilities, unavailability of servers, cyberattacks such as (D)DoS attacks and power outages;

Installation services means any services of installation, inspection, configuration, data logging, maintenance and integration of energy meters;

2. Application of general terms and conditions

2.1. These general terms and conditions form an integral part of every quotation and apply to all agreements for the provision of Services and/or Placement services that you enter into with Emrecs.

2.2. For questions or comments or for complaints you can reach us at info@emrecs.eu.

2.3. The possible nullity of one or more provisions of these general terms and conditions shall in no case result in the nullity of the entire agreement. The other provisions shall therefore remain fully applicable.

3. Quotations and agreements

3.1. Each quotation from Emrecs for the provision of our Services and/or Placement services is based on the information provided by the Customer. The Customer warrants that the information provided by it is always correct and complete. If during the execution of the Services and/or Placement services it appears that the information provided by the Customer is incorrect or inaccurate and this impacts the delivery of the Services and/or Placement services, then Emrecs has the right not to carry out the delivery of the Services and/or Placement services or to revise its quotation to compensate for any additional costs.

3.2. Any additional costs, services or works that were unknown and unforeseen at the time of preparing a quotation but prove necessary during installation or delivery (such as provisions imposed by the safety coordinator that were not known at the time of drafting the quotation) are not included in our quotation and will be invoiced separately. The same applies to any changes and additions requested by the Customer during installation or delivery. Additional works will always be carried out at an hourly rate and the extra goods or services used will be invoiced at the applicable price at that time.

3.3. All mentions in our quotations regarding taxes, government subsidies, etc. are purely indicative. All data, assumptions, estimates, payback periods, subsidy amounts and all other factors that may underlie your decision to enter into an agreement, regardless of whether they are known to us, are at the Customer's risk.

3.4. Unless explicitly stated otherwise in the quotation, a quotation is valid for 15 days.

3.5. An agreement is established and is binding as soon as Emrecs has received the quotation signed by the Customer. The Customer guarantees to Emrecs that he is entitled to enter into this Agreement and that he has obtained all necessary consents, authorisations and powers of attorney.

3.6. In the event of cancellation of the agreement by the Customer, Emrecs has the right to compensation equal to 10% of the value of the initial order. Parts of the same quotation may not be cancelled separately by the Customer for any reason.

3.7. The agreement is for an indefinite duration unless otherwise stated in the quotation. If no specific duration is specified in the quotation, the indefinite agreement may be terminated by either party by giving a written notice of at least 6 months. The notice must be served to the other party by registered mail and will take effect on 1 January of the year following the year in which the written notice was given.

4. Services

4.1. The Client is responsible for:

a) the operability, conformity and safety of the loading area for which the Services are provided;

b) the timely provision of all necessary information and granting access to the Client's systems and data throughout the entire duration of the agreement to allow Emrecs to provide the Services;

c) the accuracy and completeness of the provided information and data;

The Client bears the consequences of any delay, error or negligence in this regard. The Client's non-compliance with any of these conditions may result in the Services being wholly or partially unable to be performed (in a timely manner) and/or that the Client owes additional compensation to Emrecs. The Client acknowledges and accepts that Emrecs is not liable for any consequences related to the Client's non-compliance with (one of) the aforementioned conditions.

4.3. All delivery times mentioned in our quotes are indicative and do not constitute a commitment to results.

4.4. Emrecs reserves the right to have any Services performed in whole or in part by any subcontractor of its choice. Emrecs remains liable to the Customer for the proper execution of any Services that it has outsourced to a subcontractor.

5. Installation services

5.1. Specifically regarding any Installation services, the Customer ensures:

a) free and safe access to the installation site, which means that there are no practical or technical obstacles that make the Installation services impossible or significantly more difficult.

b) that the electrical installation complies with the AREI. If this is not the case, Emrecs may suspend the work.

c) that Emrecs is informed in a timely, complete, and correct manner about the existing installation (diagrams, load, available space, communication infrastructure, etc.).

The Customer's non-compliance with any of these conditions may result in the Installation services being wholly or partially unable to be performed (in a timely manner) and/or that the Customer owes additional compensation to Emrecs. The Customer acknowledges and accepts that Emrecs is not liable for any consequences related to the Customer's non-compliance with (one of) the aforementioned conditions.

5.2. During the execution of the Placement services, the (specifications of) goods and/or services may still change compared to what was included in the quotation or the agreement, for technical reasons, provided that this does not alter the use or essential characteristics of the goods and/or services. This cannot give rise to compensation and/or dissolution.

5.3. All delivery times mentioned in our quotations are indicative and do not constitute a commitment to results.

5.4. Emrecs reserves the right to have any Placement services carried out in whole or in part by any subcontractor of its choice. Emrecs remains responsible to the Customer for the proper execution of any Installation services that it has outsourced to a subcontractor.

5.5. Installation services are carried out in accordance with applicable technical standards and the manufacturer's instructions.

5.6. If an AREI inspection is required, it will be carried out by an accredited inspection body. Inspection costs are not included unless explicitly stated otherwise in the quotation. Any comments from the inspector that are not attributable to Emrecs will be considered as additional work.

5.7. All delivered materials remain the property of Emrecs until full payment of the total price (principal sum, interest, and costs).

6. Consumer Rights

6.1. If the Customer qualifies as a consumer and Emrecs fails to comply with the agreement in a timely manner with respect to the Customer, the Customer has the right to put Emrecs in default to fulfil its obligations within 14 calendar days; in the absence of a timely response to this default notice, Emrecs is obliged to provide a one-time compensation of 50 EUR.

7. Warranty

7.1. If the Customer qualifies as a consumer, the Customer enjoys the legal warranty of 2 years from the delivery or installation of the goods and/or services in accordance with art. 1649bis et seq. BW. If the Customer does not qualify as a consumer, a warranty on the Installation services of 12 months applies unless otherwise stated in the Quotation.

7.2. Product warranties from the manufacturer of goods are transparently passed on to the Customer.

7.3. This warranty only covers defects in goods that already exist at the time of delivery or the Installation services.

7.4. Any defect must be reported to Emrecs by registered letter within 5 working days of its discovery; failure to do so will result in the loss of any right to repair or replacement.

7.5. The warranty never applies to defects that arise as a result of, among other things, accidents, deterioration of the condition due to negligence, use of the goods and/or services contrary to the purpose for which they were designed, failure to comply with the usage instructions or manual, modifications or changes to the goods and/or services, poor maintenance, abnormal or incorrect use, manipulation, overloading or changes by third parties. This warranty also does not apply to the repair or replacement of loose elements (cords, wires, etc.).

8. Invoicing and payment

8.1. The Services and Installation services are invoiced in accordance with the quotation. Upon receipt of your payment, Emrecs will provide the Customer with the necessary documents.

8.2. Any dispute regarding an invoice must be sent by registered letter to the address specified on the invoice. Each invoice is deemed to be accepted if it is not contested within 8 calendar days of receipt. If the dispute regarding an invoice is justified or requires further investigation and if the relevant invoice has not yet been paid, the Customer may suspend payment of the disputed part of the invoice until the complaint has been resolved. Any undisputed part of the invoice must be paid within the payment term of 8 calendar days.

8.3. In the event of total or partial non-payment of an invoice on the due date, the Customer is automatically and without notice or reminder obliged to pay a late payment interest of 1% per month if the Customer qualifies as a Business or at the statutory interest rate if the Customer qualifies as a consumer, from the due date until the day of full payment. In addition, the Customer owes a flat-rate compensation of 10% calculated on the principal amount of the invoice (including VAT), with a minimum amount of 20 EUR and a maximum amount of 1,250 EUR, without prejudice to Emrecs' right to claim a higher compensation provided there is evidence of higher actual damages incurred. Furthermore, Emrecs has the right to terminate the agreement by operation of law and to reclaim any delivered goods or to withhold amounts received in the name and for the account of the Customer if the Customer does not proceed to pay overdue amounts within 14 days after the Customer has been formally put in default by registered letter.

8.4. Emrecs is entitled to offset all amounts it holds on behalf of the Customer, regardless of their nature or purpose (such as proceeds from the trading of e-credits or credits arising from the performance of the Services), against any outstanding invoices, costs, damages or other debts owed by the Customer to Emrecs. The Customer accepts that this offsetting may occur automatically and without prior notice as soon as a claimable debt exists. If the Customer is a consumer, offsetting occurs only to the extent that it is legally permitted, transparently communicated, and does not detract from mandatory consumer protection. In that case, the Customer will be informed in writing in advance about the applicable offsetting.

Emrecs will always provide the Customer with an overview of the applied offsets, stating the amounts involved and their origin.

8.5. A first payment reminder by email or letter is free of charge.

8.6. Transfer of liability. In the absence of written dispute within one month of receipt of the invoice, the customer is deemed to acknowledge that he is a VAT-liable person required to submit periodic returns. If that condition is not met, the customer is liable for the payment of the owed tax, interest, and penalties regarding that condition.

9. Transfer of risk and ownership

9.1. The risk of loss or damage to any goods and/or Installation services passes from Emrecs to the Customer at the moment of delivery and/or installation of the goods and/or services.

9.2. The ownership rights of the goods and/or Placement services transfer from Emrecs to the Customer after you have paid the full price (principal, interest, and costs).

10. Liability of Emrecs

10.1. The obligations of Emrecs under the agreement concern best-effort commitments. Emrecs can only be held liable for direct damage caused by Emrecs' attributable shortcoming.

10.2. The liability of Emrecs for damage, regardless of whether it is based on statutory liability (except for liability in the event of death or personal injury of the Customer) and/or under the agreement, except in cases of intent or gross negligence, is, per event or related series of events, limited to the total amount that the Customer has effectively paid to Emrecs during the three-month period preceding the Customer's liability claim.

10.3. Except in cases of intent or gross negligence, Emrecs is not liable:

a) for any indirect damage and consequential damage, such as lost turnover and profit, missed commercial opportunities, reputational damage or damage resulting from claims by third parties;

b) for any damage that arises on the occasion of or as a result of the Services and/or Placement services due to (i) assistants designated, made available or prescribed by the Customer, (ii) used items, (iii) materials or (iv) instructions;

10.4. Emrecs is not liable for any shortcoming or damage in the event of Force Majeure.

11. Protection of personal privacy

11.1. As the data controller for any personal data of the Customer, we process any personal data provided by the Customer always in accordance with the applicable privacy legislation. We process your personal data for the purposes and legal grounds described in our privacy policy as stated on our website

www.e-credits.io under the section “Privacy” (the “Privacy Policy”).

11.2. For more information regarding our data retention period, profiling, automated decision-making, data transfer of personal data to our affiliated companies, service providers and third parties, and the right to object to certain processing as well as the rights of access, notification, rectification, erasure (right to be forgotten) and data portability, as well as the right to restrict processing, we refer the Customer to our Privacy Policy.

12. Transfer

12.1. Emrecs may transfer its rights and/or obligations under the agreement in whole or in part to a third party without your consent provided that this does not reduce the guarantees for you.

13. Right of withdrawal for consumers in distance selling

13.1. If the Customer qualifies as a consumer and has concluded the agreement with Emrecs via the website or outside our sales areas, the Customer has the right to withdraw from the agreement, without payment of a penalty and without stating a reason, and this, in the case of delivery of goods, within a withdrawal period that expires 14 calendar days after the delivery of the goods and in the case of delivery of Services or Placement Services within a withdrawal period that expires 14 calendar days after the conclusion of the agreement.

13.2. To exercise this right of withdrawal, the Customer must inform Emrecs of this decision via an unambiguous written statement (for example, by post or email). To comply with the withdrawal period, it is sufficient for the Customer to send the notification regarding their exercise of the right of withdrawal before the withdrawal period has expired.

13.3. If the Customer withdraws from the agreement and the goods and/or services have already been installed and/or delivered, Emrecs will contact the Customer to dismantle and collect the goods and/or services. The associated direct costs will be borne by the Customer. These costs are estimated at 15% of the total value of the agreement (excl. VAT). If the Customer exercises their right of withdrawal after having requested the goods to be installed during the withdrawal period, the Customer must pay Emrecs an amount proportional to what has already been delivered at the time the Customer informed Emrecs that they are exercising their right of withdrawal, compared to the full exercise of the agreement. Emrecs points out that, unless otherwise stated in the quotation, the cost of installation of the goods supplied by Emrecs represents 50% of the total price of the installation and the purchase of the goods. The Customer owes that percentage if they exercise their right of withdrawal after the installation and/or delivery of the goods and/or services.

13.4. The Customer is also liable for the depreciation of the goods resulting from use beyond what is necessary to establish the nature, characteristics, and functioning of the goods. This depreciation will be deducted from the refund.

13.5. Emrecs will refund the goods within 14 days after the notification provided for in article 13.2.

14. Doctrine of unforeseen circumstances

14.1 If unforeseen circumstances arise after the conclusion of the agreement that make the performance of the agreement significantly more burdensome or economically unbalanced for Emrecs, and these circumstances are not attributable to Emrecs, the parties shall renegotiate the terms and conditions of the agreement in good faith with a view to a fair adjustment of the agreement.

During the renegotiations, the parties shall continue to perform the agreement as far as reasonably possible.

If no agreement is reached within a period of 30 days after Emrecs' request to apply this clause, Emrecs may terminate the agreement with a notice period of 30 days, without compensation.

This clause does not affect the right of the parties to, if legally permitted, submit the matter to the competent court to request a judicial adjustment or dissolution in accordance with article 5.74 of the Civil Code.

15. General provisions

15.1 If the parties provide each other with confidential information in the context of this agreement, the parties undertake to keep the confidential information secret and to protect it. The protection must at least be in accordance with the measures that a party takes to protect its own confidential information. A party is permitted to disclose confidential information if required for the performance of its obligations under the agreement or if it is required to do so by law or a decision of a competent court, authority, or agency. The following is not considered confidential information: (i) information that a party has obtained lawfully, (ii) publicly available information, and (iii) information that was already known to a party.

15.2 Emrecs has the right to publish the logo and the link to the Customer's website on its website under the “references” during the performance of the Services.

15.3 Emrecs may amend these general terms and conditions at any time. In such a case, the Customer will be informed of this in a timely manner beforehand.

16. Applicable law - disputes

16.1. The agreement between Emrecs and the Customer shall be governed by and interpreted in accordance with Belgian law. These terms do not limit the mandatory legal consumer protection that the Customer may be entitled to under applicable legislation if they qualify as a consumer.

16.2 All disputes that cannot be settled amicably shall be submitted exclusively to the courts of Antwerp, Antwerp division.