Translation - if you notice errors, email info@zeres.nl

Terms & Conditions of Zeres b.v.

Zeres b.v. Zeeburgerdijk 490 1095 AL AMSTERDAM Chamber of Commerce number: 99395142

Version: 1 June 2026

1. Definitions

Client: natural person or legal entity Zeres: the organisation that offers and provides the services Parties: Client and Zeres Agreement: The agreement entered into between Zeres and the Client concerning the registration of the Client's data, registration with the NEa in its register(s), the sale of ERUs, or the brokerage of emission rights. ERU: emission reduction units as defined by the NEa NEa: the Dutch Emissions Authority (Nederlandse Emissieautoriteit). Zeres Portal: also referred to as the Portal, the secure online environment of Zeres in which clients can register for the ERU compensation EAN code: identification code as registered with the grid operator. (see EAN code book) CAR: Central Connections Register (Centraal Aansluitingenregister) In writing: where "in writing" is mentioned, this also includes digital form

2. Applicability

2.1 These Terms & Conditions apply to all Offers, activities, transactions and Agreements between Zeres and the Client, unless expressly agreed otherwise.

2.2 The applicability of the Client's terms is hereby expressly excluded, unless agreed otherwise in writing.

2.3 Arrangements or provisions that deviate from these Terms & Conditions only apply where agreed or confirmed with Zeres in writing, and otherwise leave these Terms & Conditions fully intact.

2.4 In the event of conflict between provisions of the Agreement and these Terms & Conditions, the provisions of the Agreement shall prevail over those of these Terms & Conditions.

3. Offer

3.1 Offers by Zeres are non-binding, valid for 14 days, unless expressly stated otherwise.

3.2 An Offer may be withdrawn or amended by Zeres at any time, unless agreed otherwise in writing.

3.3 An Offer is established when Zeres makes a non-binding written (digital) proposal to the Client, setting out the conditions, prices and services that Zeres is prepared to deliver.

3.4 Offers by Zeres have a validity of one month. If the Client does not accept the Offer within the applicable period, the offer lapses. Zeres has the right to revoke the Offer during this period.

3.5 Zeres's Offer is based on the data and information provided by or on behalf of the Client. The Client is responsible for the accuracy and completeness of this data and information.

4. Agreement

4.1 The Agreement is established when Zeres enters into an Agreement with a Client. This may, for example, be by signing a written (or digital) agreement, confirming a transaction in writing, or by another form of written contractual formation. From that moment on, the Terms & Conditions always apply to the Agreement and to the trading relationship between the Party(ies), regardless of the manner of formation or the specific transaction.

4.2 The Parties jointly, and also each individually, have been able to inspect (digitally), have taken note of, and have agreed to these Terms & Conditions and other applicable terms - including any annexes or supplementary provisions - before or at the time of the formation of the Agreement. These Terms & Conditions apply to all transactions and relationships between the Parties, both at the time of the formation of the Agreement and throughout its entire duration.

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

4.4 The Client declares, upon entering into the Agreement, that they have the necessary powers and rights to carry out the transaction.

5. Delivery by Zeres

5.1 Zeres shall deliver goods and services in the agreed manner and within the agreed term, unless circumstances prevent this.

5.2 Zeres is not responsible for any delays or shortcomings resulting from the acts or omissions of the Client.

5.3 Zeres is entitled to use the services of third parties in the performance of the Agreement. The Parties consent to this in advance and unconditionally.

5.4 Zeres endeavours to meet the delivery terms stated in the Offer or agreed with the Party(ies), but such terms are never strict deadlines within the meaning of Article 6:83(a) of the Dutch Civil Code. If a term is exceeded, Zeres will, where possible, communicate a new delivery term.

5.5 Where Zeres requires data or information from the Client for the performance of the Agreement, the delivery term does not commence until Zeres has received all necessary data and the Client has fulfilled all obligations.

5.6 Zeres has the right, where necessary, to change the delivery conditions or terms, provided the Client is informed in good time.

5.7 Parties must report complaints to Zeres directly and in writing, with a detailed description of the shortcoming. A complaint cannot result in any obligation for Zeres to carry out work that was not agreed.

5.8 Where a Client and Zeres have entered into an Agreement, this contains for Zeres only a best-efforts obligation and therefore no obligation of result. We do not guarantee any financial return or payout and deliver solely a service. We are dependent on third parties, including the NEa, for the effort and exclude any obligation to achieve a result.

5.9 Sale of ERUs

We may trade and/or sell your ERUs. Zeres has a period of three (3) months to sell or offer your ERUs as a 'future'. After these three months, the Client will be informed and a further period of three (3) months follows.

The Client has no involvement in or insight into, nor any right of involvement in or insight into, the process of selling or the outcome of the sales. Zeres chooses the buyer(s) of the ERUs and carries out the transaction at its own discretion.

5.10 Compensation

We receive a commission for our services. This commission is established upon entering into the agreement and is leading. The standard commission: 19% for private individuals including 21% VAT. For legal entities, it is 16% excluding VAT. The commission is withheld from the net proceeds of the sale of your ERUs. Any transaction, administration or sales costs are paid first, and the result after these costs is the net proceeds.

5.11 Conditions for payout

Payout to you takes place only after all of the following conditions have been met:

• the registration has been accepted by the NEa and the ERUs have been definitively awarded
• we have actually sold the ERUs and the sale proceeds have been credited to our bank account
• the legally required verification has been completed
• Zeres has no suspicion of incorrect information provided by the Client

5.12 Term and method of payout

We pay out to the account number you have provided within 30 days after the conditions of Article 5.11 have been met. You warrant that your account number is correct and up to date.

6. Term and termination of the agreement

6.1 The Agreement is entered into for one (1) calendar year, unless agreed otherwise. The Dutch Emissions Authority requires that a mandate be given for at least one calendar year.

The agreement is automatically and tacitly renewed immediately after the calendar year for another one (1) calendar year.

6.2 Parties may rescind the Agreement where Zeres or the Client is in attributable default in fulfilling its obligations, unless such default does not justify rescission due to its particular nature or minor significance.

6.3 All Parties have the right to terminate the Agreement at the end of the minimum period of one calendar year by giving one calendar month's notice in writing (by email to info@zeres.nl).

6.4 If the Client defaults on providing the required information or on performance of the Agreement, Zeres has the right to terminate the Agreement immediately.

Upon termination of the agreement, Zeres will carry out the regular work for the Client up to and including the payout for the grid deliveries of the quarter in which the agreement ends.

6.5 Zeres has the right to transfer its rights and obligations under the Agreement to a third party. The Client will be informed of this and shall not unreasonably withhold consent. After the transfer, the Client has no further claims against Zeres.

6.6 Zeres has the right to rescind the Agreement without judicial intervention if a Client becomes bankrupt, applies for suspension of payments, ceases or transfers its business, or in other cases where a Client cannot fulfil its obligations.

6.7 Zeres has the right to rescind or suspend the Agreement in whole or in part in the event of force majeure, such as unforeseen circumstances that render performance of the Agreement impossible. The Client will be informed as soon as possible in that case.

6.8 Zeres has the right to suspend the service immediately if, in Zeres's view - and even on the basis of a mere suspicion without substantiation - insufficient or incorrect information has been provided by the Client. By ceasing the service, Zeres has the right to terminate the agreement immediately and without giving reasons. All rights of the Client and obligations of Zeres thereby lapse with immediate effect.

6.9 Right of withdrawal

As a private individual, not being a legal entity, you have the statutory right to dissolve the agreement within fourteen days of the date of its conclusion, free of charge and without giving reasons (right of withdrawal).

You can do this by sending an email to info@zeres.nl.

7. Intellectual property

7.1 All intellectual property rights relating to the goods, information, software and services delivered and the associated documentation remain the property of Zeres.

7.2 The Client is not permitted to make changes, without Zeres's consent, to the information provided which forms the basis for the registration with the NEa.

8. Power of attorney and exclusivity

8.1 The Client grants Zeres an exclusive power of attorney for the handling of the ERU compensation per registered EAN:

• the collection and registration of the Client's data
• the collection and registration of data on the grid connection, charging stations, charging data and renewable energy of the Client
• Registering and/or logging the Client (with all information provided) and the charging data with the NEa
• Obtaining ERUs from the NEa or another service designated for that purpose
• Offering, trading or selling, and pledging the ERUs
• Outsourcing work for the performance of the services to third parties whereby all information provided by the Client may be shared.
• Requesting data from metering companies, registers, the Chamber of Commerce, charging station manufacturers, CPOs, back-office parties or other parties necessary for the performance of the services by Zeres. Zeres will NOT inform the Client if the information is shared or requested.
• For legal entities, the mandate must be granted via eHerkenning level 3. The Client will cooperate with this and execute the power of attorney within 14 days of a request by Zeres.

This power of attorney remains in effect after the end of the calendar year and after termination of the agreement, to the extent required by law and regulations and/or NEa procedures. The information is retained by Zeres for at least five (5) years in accordance with the requirements of the NEa.

8.2 Access for inspection and audit

You grant us, parties engaged by us, and/or verifiers designated by the NEa, upon our reasonable request, physical or digital access to your registered charging facility, MID meter, connection and relevant systems and records for the purposes of audit, inspection, control or verification.

8.3 Consequences of terminating the agreement

Upon termination of the agreement, Zeres will carry out the regular work for the Client up to and including the payout for the grid deliveries of the quarter in which the agreement ends.

The Client cannot change data registered with the NEa. Zeres has no obligation to cooperate with a request to change Client data or a registration with the NEa or third parties if the Client requests this. The right to compensation or payout of ERUs already registered or traded is forfeited as of the termination date. Zeres has the right to offset costs incurred for the services against any proceeds.

8.4 Exclusivity and Client obligations

• It is the Client's duty to provide correct information and to report changes to Zeres in writing within 14 days.
• The Client's charging points are equipped with a MID meter as required by the NEa; without a MID meter there is no right to compensation.
• Charging data and charging volumes (in kWh) are for charging transport vehicles or for shore power for vessels. It is NOT permitted - and is a financial offence (punishable under the Dutch Civil Code) - to deliver electricity for other applications and still submit this electricity for the ERU compensation. If charging data (electricity delivered) has been provided in breach of this article, Zeres has the right to terminate the agreement immediately.

8.5 Changes to Client data

You shall notify us immediately, no later than within 14 days by email to info@zeres.nl, of any change that may be relevant to the registration, including:

• Change of name
• relocation
• change of the EAN code or registration in the CAR
• change, replacement or expansion of the charging stations
• a change in the use of the connection
• the discontinuation of the use of the connection

8.6 Consequences of failure to notify

Failure to report changes in time, or failure to supply required supporting evidence, may constitute grounds for us to proceed with:

• correction or reversal of ERUs
• recovery of payout
• suspension or termination of the agreement
• liability for the resulting damage and costs

8.8 Incorrect information

If Zeres or one of its partners, the NEa, or a third party designated by the NEa has any suspicion regarding the correctness of the information you have provided, the agreement will be rescinded immediately as described above. Incorrect information may include:

• incorrect, incomplete or misleading data
• double counting, parallel claims with multiple registration service providers, or impermissible cumulation
• failure to meet statutory or contractual requirements

8.9 Measures

Upon determination or suspicion of irregularities, Zeres has the right, with retrospective effect back to your registration, to:

• correct, revise or reverse registrations
• cancel or block awarded ERUs
• suspend, withhold or offset payments
• reclaim amounts paid out
• temporarily or permanently exclude you
• Charge costs for the services of Zeres and its partners to you: you are obliged to pay these costs

9. Liability

9.1 Limitation of liability

Our liability is at all times limited to the amount that has been or will be paid out to you under this agreement. The limitation of liability does not apply in the event of intent or gross negligence on our part.

9.2 Your liability

You are liable for damage if you have provided incorrect, incomplete or misleading information or documents, or if you have breached your declarations and obligations under the agreement and these terms; in that case you are liable for the damage we suffer as a result. Damage may in certain circumstances also be understood to include any (financial) sanctions from supervisory authorities or claims by third parties that are directly related to the information or documents you have supplied or the declarations you have breached.

9.3 Set-off

We may recover damage and costs from you by offsetting them against amounts we owe you.

10. Privacy and General Data Protection Regulation

Zeres has a separate Privacy and GDPR policy which is published on its website.

11. Applicable law and disputes

Dutch law applies to this agreement.

11. Amendment of the terms & conditions

11.1 Zeres reserves the right to amend these Terms & Conditions at any time.

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

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

12. Applicable law and disputes

12.1 Dutch law applies to all Agreements and these Terms & Conditions.

12.2 All disputes arising out of or related to the Agreement and Terms & Conditions shall in the first instance be submitted to an independent mediator.

12.3 If a mediator cannot provide a resolution, the disputes shall be submitted to the competent court of the District Court of Amsterdam in the Netherlands.