Standard Conditions of the BALTPOOL Energy Exchange Participant Agreement
1. GENERAL PROVISIONS
1.1. The terms used in the Agreement shall have the following meaning:
Exchange shall mean the Energy Exchange administered by BALTPOOL UAB;
ETS shall mean the electronic trading system administered by the Operator;
Commission shall mean the National Commission for Energy Control and Prices;
Operator shall mean BALTPOOL UAB (Company Reg. No. 302464881);
Regulation shall mean BALTPOOL UAB Energy Exchange Regulation approved by the Resolution of the National Commission for Energy Control and Prices, with all amendments and supplements;
Applicable Legal Acts shall mean all of the following legal acts regulating trade in the Energy Exchange:
1) Regulation published on the Operator’s website at www.baltpool.eu;
2) Conditions of Trade in Biomass Products drafted by the Operator and published on the Operator’s website at www.baltpool.eu;
3) Typical Conditions of Supply of Biomass drafted by the Operator and published on the Operator’s website at www.baltpool.eu;
4) Rules for Categorising Participants drafted by the Operator and published on the Operator’s website at www.baltpool.eu;
5) Other legal acts and documents drafted by the Operator and published on the Operator’s website regulating trade in the Energy Exchange.
1.2. Other terms shall have the meanings defined in the Applicable Legal Acts, except in cases where new terms are used in the Agreement or where a different meaning of specific terms is specified or where the context requires otherwise.
1.3. References to legal acts shall also mean references to all amendments and/or supplements to the legal acts.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. Upon conclusion of this Agreement and after receiving login details of the ETS from the Operator, the Participant shall acquire the right to trade in the Exchange.
2.2. The Participant shall be granted the right to trade in those trade segments of the Exchange for which the Participant submitted an application to the Operator, provided that the Participant satisfies all the requirements set in the Regulation for trade in the relevant segment.
2.3. Under this Agreement, the Participant undertakes to comply with the provisions of the Regulation and of the Applicable Legal Acts regulating trade in the Exchange.
2.4. Under this Agreement, the Participant undertakes to use the ETS in adherence to the provisions of the Applicable Legal Acts and to not perform any actions that may harm the ETS or create obstacles to other participants of the Exchange in using the ETS. The Participant hereby undertakes to inform the Operator immediately about any ETS errors and/or operation problems.
2.5. The login details of the ETS shall be provided to the Participant according to the procedure set in the Regulation. The Participant hereby undertakes to keep the login details of the ETS secret and inform the Operator immediately about the loss of the login details or their disclosure to third parties.
2.6. All actions performed via the ETS using the Participant’s login details shall be legally binding on the Participant and qualify as actions performed by the Participant. The Participant shall be responsible for both its own and third parties’ orders placed for and on behalf of the Participant via the ETS, if the identification data provided to the Participant by the Operator were used to place the orders.
2.7. The Operator may, at any time of the day/night, suspend or terminate the Participant’s opportunity to use the ETS without any prior warning, if technical defects or problems of the ETS must be eliminated immediately in order to prevent possible losses of the Participant and/or of other participants of the Exchange and/or of the Operator.
2.8. The Operator shall, pursuant to the provisions of section 6 of the Regulation, monitor trade in the Exchange and ensure that trade is carried out according to the requirements of the Applicable Legal Acts.
3.1. The Parties must ensure confidentiality and ensure that no third party is able to familiarise itself or learn any information connected with the Participant’s and the Operator’s business and/or internal activities, except in cases specified in this Agreement or in the Applicable Legal Acts. The Parties must ensure and assume responsibility that the confidentiality requirement is also followed by their employees and consultants who become aware of confidential information due to their labour relations or functions performed.
3.2. The fact of conclusion, amendment, and suspension of validity and/or termination of this Agreement shall not qualify as confidential information.
3.3. The confidentiality obligations shall not prevent the Operator from providing confidential information to supervisory or other authorities in cases provided by law or to its auditors and legal advisors.
4. CONSLUSION AND VALIDITY OF THE AGREEMENT
4.1. The Agreement shall be deemed concluded from the moment it is signed by both Parties. It shall be deemed that the Agreement was signed on the Agreement registration date specified on the first page, unless a different Agreement signing date is specified.
4.2. The Agreement shall come into force from the moment it is concluded and remain in force until its termination.
4.3. The Parties hereby agree that the Agreement may be concluded using the following methods: signing of the Agreement in person; signing of the Agreement with electronic signatures; exchange of signed copies of the Agreement by e-mail. The Parties shall recognise the methods for signing the Agreement specified herein and the Parties’ signatures as valid, obligatory for the Parties, and having the same legal power as the original Agreement and signatures. The Parties hereby agree to, not later than 5 (five) business days from the date of conclusion of the Agreement using the methods specified herein, exchange the original counterparts of the Agreement with each other. Should the Participant fail to return the signed original counterpart of the Agreement to the Operator, the Operator may restrict the Participant’s trade in the Exchange. The requirements set herein shall also apply to termination of the Agreement by the Parties.
5. AMENDMENT AND TERMINATION OF THE AGREEMENT
5.1. The Operator may unilaterally amend the Agreement. The Operator shall inform the Participant about unilateral amendment of the Agreement not later than 14 (fourteen) calendar days prior to entry into force of the amendments to the Agreement. Notice of amendment of the Agreement shall be sent to the Participant via the ETS or using electronic means of communication. Such sending of notice shall be deemed appropriate (i.e. made in writing) provision of information to the Participant about unilateral amendment of the Agreement.
5.2. It shall be deemed that the Participant agrees with the amendments if the Participant does not inform the Operator by the date of entry into force of the amendments that the Participant does not agree with the amendments. If the Participant does not agree with the amendments, the Participant may immediately terminate the Agreement with written notice to the Operator given not later than by the date of entry into force of the amendments.
5.3. The Parties hereby expressly agree that, in case of non-compliance of the provisions of the Agreement with the provisions of the Applicable Legal Acts, the provisions of the Applicable Legal Acts shall apply without the separate amendments to the Agreement.
5.4. Either Party may terminate the Agreement with written notice to the other Party given 30 (thirty) calendar days prior to termination.
5.5. Suspension or termination of the Agreement in case of violations shall be set in the Regulation.
5.6. Termination of the Agreement shall not exempt the Parties from the duty to properly fulfil their obligations assumed before termination of the Agreement, including obligations to properly fulfil their duties under contracts concluded in the Exchange and pay the Operator trade fees for services provided.
6. APPLICABLE LAW AND DISPUTE SETTLEMENT
6.1. The Agreement shall be governed and construed according to the law of the Republic of Lithuania.
6.2. Every dispute, disagreement or claim arising from the Agreement or related to its provisions, violation or validity shall be settled by negotiations of the Parties. Should the Parties be unable to settle a dispute amicably within 30 (thirty) calendar days, the dispute shall be finally settled according to the procedure set in the Regulation.
7. MISCELLANEOUS PROVISIONS
7.2. Under this Agreement, the Participant agrees that the Operator may, without the Participant’s consent, assign its rights and obligations (or any part thereof) arising from this Agreement to any third party that according to the Applicable Legal Acts is entitled to perform the activities of an operator of the Exchange.
7.3. The Participant may not assign any of its obligations to a third party without the Operator’s prior written consent.
7.4. The Participant hereby confirms and agrees that the Operator may, for the purpose of evaluation of the Participant’s reliability, solvency and financial risks associated with the Participant, request and receive from credit institutions, financial companies or any other companies operating and (or) participating in information systems of credit bureaus or any other relevant information exchange and (or) consolidation systems about the Participant’s current and past financial or non-financial obligations, data about the fulfilment of these obligations, and other data, including information about the Participant’s name, Reg. No. (for natural persons – given name and surname), nature, scope and term of delay of unfulfilled obligations, etc., provided this does not contradict legal acts.
7.5. The Participant hereby confirms and agrees that, should the Participant fail to properly fulfil its obligations under the Agreement or under contracts concluded in the Exchange, the Operator may transfer information about the Participant’s unfulfilled obligations, including information about the Participant’s name, Reg. No. (for natural persons – given name and surname), nature, scope and term of delay of unfulfilled obligations, to third parties and include the Participant in debt registers and/or publish this information.
7.6. By signing this Agreement, the Parties hereby expressly declare and confirm that they have familiarised themselves with the Agreement, the Regulation, and other Applicable Legal Acts and have understood their contents as well as that the Agreement complies with their true will. The Participant hereby additionally confirms that he is aware of the fact that the documents mentioned herein before are available and shall throughout the term of this Agreement remain available on the Operator’s website at www.baltpool.eu .