This is a courtesy translation. In case of discrepancy, the Spanish version prevails.
1. Introduction
These general terms and conditions (the "General Conditions") govern access to and use of the website hosted under the domain name www.cerotrade.cl (the "Website"), which Cero Trade Inc., a company incorporated in the state of Delaware, United States, and Cero Trade SpA, a company incorporated in Chile (together, "Cero Trade"), operating commercially under the Cero Trade brand, make available to you as a user (the "User").
In these Terms, "User" means any company or legal entity that creates an account on the platform, acting through its representative with sufficient authority.
Registration and use of the platform imply full acceptance of the General Conditions in force. Acceptance is recorded with its date and version when the account is created and is requested again when the Conditions change materially. If the User does not agree with any of the conditions, the User must refrain from creating an account or using the Website.
2. Nature of the Services and Transactional Operations
Cero Trade is an accredited technology platform that works as a custody system and facilitates the purchase and sale of International Renewable Energy Certificates (I-RECs): it allows certificates to be held in custody, listed, matched between buyers and sellers, transferred and redeemed in the Evident registry. These Conditions govern the use of the platform and the transactional operations carried out through it by Users with a registered account and approved verification (KYB).
Custody and sales operations under mandate or consignment are governed by a separate framework agreement signed with Cero Trade and are not part of these General Conditions.
2.1 Use of the platform. Users with a registered account and approved verification (KYB) may, from their account, import I-RECs into custody, list offers on the platform, be connected with buyers or sellers, and carry out transfers, redemptions, and withdrawals. Buyers, with a registered account and approved verification (KYB), may acquire listed certificates through the platform's purchase flow, subject to these Conditions. The registered seller sets the prices of its offers and is responsible for the instructions issued from its account. Cero Trade provides the technological and operational infrastructure to execute authorized operations; it does not sell on the seller's behalf unless a different written contract exists.
2.2 Delivery versus payment (DvP). Cero Trade operates under delivery versus payment. It will hold the I-RECs in custody or block their transfer in Evident until it confirms full and verified receipt of the buyer's funds. Only after payment is confirmed will the transfer or redemption be executed, following the instruction given by the User from their account, and the corresponding payment to the seller made, as applicable.
2.3 Fees. Access to the platform has no fixed annual or maintenance costs. Transactional services (for example, transfer, redemption, or connection between buyer and seller) accrue per-operation fees, according to the current fees shown on the platform or in the quote or offer accepted by the User. Cero Trade may update the fees with prior notice. Operations in progress at the time of the change will be governed by the fees in force at the closing of the operation.
2.4 Invoicing and payment to the seller. Cero Trade will issue to the buying User the tax documents that correspond to the operation, through the Cero Trade entity that corresponds to the operation and the currency. Upon receiving payment for its operation, the selling User must issue to Cero Trade the corresponding invoice, in the name of the Cero Trade entity that Cero Trade indicates, for the amount received. Payment to the selling User will be made within thirty (30) calendar days following confirmation of the buyer's payment, unless otherwise agreed in writing. If the payment is calculated in Chilean pesos, the Dólar Observado of the Central Bank of Chile in force on the invoice issue date will apply.
2.5 Withdrawal of certificates. The User may withdraw, from their account and at any time, all or part of the unsold I-RECs held in custody to the Evident account the User designates, through the platform's withdrawal function and after a security verification of the account. Withdrawal carries no penalty and is completed once availability in the registry is confirmed.
2.6 Taxes. Prices and fees do not include taxes, which are the User's responsibility under applicable law, including withholdings where applicable.
2.7 Redemption and payment. The redemption of an I-REC is final and irreversible in the registry; once redeemed, no return, exchange, or refund applies. Transfer or redemption is executed only after full payment is confirmed; if payment is not confirmed within the period stated for the operation, the operation may be cancelled without liability for Cero Trade.
3. Accounts and Personal Data
When the User creates an account, the User must provide accurate, complete, and up-to-date information; failing to do so is a breach of the Conditions and may result in termination of the account.
The User is responsible for protecting their password, not disclosing it to third parties, and immediately notifying any security breach.
The processing of personal data is governed by the Privacy Policy, available at www.cerotrade.cl/en/privacy-policy, which forms part of these Conditions.
4. Website Access and Registration
Access to the Website is free. The platform's services (buying, selling, listing offers, importing, transferring, or redeeming certificates) require prior registration and approved KYB verification. There is no purchase without a registered account.
Users with an account may register through third-party services (Google, LinkedIn), agreeing to be bound by the policies of those platforms. Cero Trade's services are directed exclusively to companies and other legal entities, and not to consumers. Accounts are operated by representatives with sufficient authority. The User must provide truthful information, and use of the account is non-transferable and at the User's sole responsibility.
5. User Obligations and Prohibited Uses
The User undertakes to act in accordance with the law, good customs, and good faith. The following is strictly prohibited:
- Using the Website to damage or overload its operation.
- Introducing viruses or malicious software.
- Using or reselling the platform's content for unauthorized commercial purposes.
- Spreading false, illegal, offensive, or fraudulent information.
- Infringing the intellectual property or privacy rights of third parties.
- Operating for money laundering or terrorist financing purposes, or in breach of international sanctions.
Cero Trade may take the necessary measures (including closing the account) in case of breach, without any right to compensation for the offender.
Cero Trade may reject operations, suspend or close accounts, and block transfers or redemptions where there is reasonable suspicion of breach of anti-money-laundering or sanctions regulations, or if the User does not provide the required verification information, and may report to the competent authorities.
6. Disclaimer and Limitation of Liability
- On transactions and custody: Cero Trade is not liable for the solvency or performance of buyers or sellers. Under the delivery versus payment mechanism of section 2.2, Cero Trade will not transfer or redeem any I-REC in favor of a buyer without first confirming the corresponding payment.
- On the operation of the Website: Cero Trade uses all technical means available to ensure the correct continuous operation of the platform. However, it reserves the right to temporarily interrupt operations for maintenance. Cero Trade is not responsible for damage to the User's computer equipment caused by external viruses or use of outdated browsers.
- On third-party links: Cero Trade is not responsible for the content or services offered through websites linked from our platform.
- On the registry: Cero Trade depends on the registry operated by Evident and the I-TRACK Foundation, and is not liable for their interruptions, errors, delays, or decisions.
- On the use of certificates: Cero Trade does not guarantee that an I-REC will be accepted by a standard, program, auditor, regulator, or third party for a particular claim or report (including GHG Protocol and IFRS S2). The User's use and claims are the User's sole responsibility. Cero Trade does not provide legal, tax, accounting, or ESG advice.
- On market information: Prices, ranges, and indexes published on the Website, including those of CERO INDEX, are for reference only, do not constitute a binding offer or advice, and the value of an operation is set in the accepted quote or offer.
- Limit of liability: Except in cases of willful misconduct or gross negligence, and to the maximum extent permitted by law, Cero Trade is not liable for indirect damages, loss of profit, loss of opportunity, or reputational harm, and its total liability to a User for an operation will not exceed the fees paid to Cero Trade for that operation in the 12 months preceding the event. Cero Trade is also not liable for failures caused by acts of God or force majeure.
7. Intellectual and Industrial Property
Cero Trade holds all industrial and intellectual property rights over the Website. Reproduction, distribution, or commercial exploitation of the content, logos, software, or databases without express authorization is prohibited. Cero Trade and its logos are trademarks of Cero Trade.
8. Modification and Termination of the Service
Cero Trade reserves the right to modify these General Conditions. Cero Trade will notify material changes at least 30 days in advance by email or notice on the platform. By continuing to use the service after that period, the User accepts the new conditions. We also reserve the right to suspend or terminate access to the account immediately for breach of the Terms.
9. Governing Law and Dispute Resolution
- Governing Law: these Terms are governed by and construed in accordance with the laws of the Republic of Chile.
- Dispute Resolution: any dispute will first be submitted to a mediation process (within 60 days from the date one party notifies the other in writing of the existence of the dispute) before a mediator of the Centro de Mediación de Chile or one agreed by the parties. If it is not resolved, the dispute will be referred to arbitration administered by the Centro de Arbitraje y Mediación (CAM) of the Santiago Chamber of Commerce, in Spanish.
10. Language
These Conditions are published in Spanish, English, and Portuguese. The English and Portuguese versions are courtesy translations; in case of discrepancy, the Spanish version prevails.