By-laws for US Direct Air Capture Foundation
The name of the foundation is US Direct Air Capture Foundation. The official seat of the foundation is Sundsvall, Sweden. The original capital of the foundation is made up of the funds which the company Nordic DAC Group AB, reg.no. 559239-8555 (the ”Founder”), by way of a donation deed, has committed to provide to set up the foundation and which then will be kept by the foundation pursuant the rules of these by-laws.
The purpose of the foundation is to manage and provide funds to promote negative emissions and their impact through Direct Air Capture technology. This is primarely done by grants and contributions on market terms to leading DACCS operators for projects in North America that are developed by or in cooperation with the Founder. In case the purpose of the foundation cannot be achieved in the above described manner, the promotion shall directly or indirectly take place through DACCS projects without any connection to the Founder. Regardless of the geographical location of the respective DACCS project, the project shall directly or indirectly be third party certified and fulfil GHG ISO 14064 (or equivalent) and be life cycle analyzed (LCA) by a third party. In case the purpose of the foundation cannot be achieved in any of the above mentioned ways, the funds of the foundation shall be used for other projects, primarily technology based, which promote negative emissions.
The foundation can obtain proceeds by e.g. donations to the foundation, directly or indirectly through companies that in turn donate or ohterwise contribute with funds to the foundation.
The administrative costs for the foundation may be funded by the funds of the foundation up to 1.5 % annually. Administrative costs shall primarily be covered by interest proceeds.
Exceeding interest proceeds shall be used in accordance with the purpose of the foundation and thus benefit direct and indirect funders by way of achieving increased volumes of negative emissions.
The foundation has no annual limitations for outgoing payments. However, the foundation shall provide grants / make payments to projects pursuant to the purpose no later than 10 years following the donation.
The board of the foundation decides on grants and payments by way of formal board decisions in accordance with the purpose.
The required quorum shall be constituted by at least half of the board members being present in a board meeting that has been summoned at least 1 week in advance.
The assets and affairs of the foundation shall be managed by a board consisting of not less than 3 and not more than 10 directors and an equal amount of deputies. The directors and their deputies shall be appointed by the Founder. The board shall elect a chairman and a dputy chairman for a period of not less than 1 year and not more than 2 years. In the case of an equality of votes on any question at a meeting of the board, the chairman of the board shall have the casting vote. The foundation is legally represented jointly by one director and the chairman or the deputy chairman. The board may also appoint a managing director and authorise the managing director or another director to represent the foundation. The board shall convene meetings upon the chairman’s request, or in case a director requests a meeting through the chairman. The preparation of the matters for the meetings shall be done by the chairman, or by a director appointed by the board for such duty.
The assets shall be managed by the board with assistance as required by the foundations’ bank, accounting firm and auditor. The management shall be exercised with diligence and without risk for using the funds for anything else but the purpose. Costs for the administration and auditing as well administrative costs to provide grants shall be covered by the funds of the foundation. The annual statement shall be provided to the auditor of the foundation in accordance with the Swedish Act on Foundations. The annual statement and auditor’s report shall be provided to the Founder.
The foundation shall be supervised by Länsstyrelsens and be registered at Länsstyrelsen in accordance with the provisions of the Swedish Act on Foundations.
Changes of the charter and the by-laws may only be made by a qualified majority in the board. The purpose of the foundation may only be changed to adopt to changed market conditions and the original purpose of the foundation shall as far as possible be maintained.
General Conditions for the supply of service Nordic DAC Group AB
In these Conditions, the following definitions apply:
A day (other than a Saturday, Sunday or public holiday) when banks in Sweden are open for business.
The charges payable by the Customer for the supply of the Services in accordance with the Contract Form.
Has the meaning set out in clause 2.1.
The contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions. The Contract consists of these Conditions and its Annex(es).
The person or firm who purchases Services from the Supplier.
The removal of the confirmed net quantity of carbon dioxide (“Service quantity”) from the atmosphere by performing carbon dioxide removal. The Supplier captures carbon dioxide from ambient air with one or several units operated by or on behalf of the Supplier, provides or have provided the captured carbon dioxide to one or several third parties and contract with such third parties to perform subsequent permanent storage. The Service quantity is conclusively determined by a mass flow meter in the Supplier’s Plant or the Plant managed by the Supplier’s partner(s). carbon dioxide emissions caused by the carbon dioxide removal process are deducted and only the removal of the net quantity is sold. The Deliverables are further set out in the Contract Form.
Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
The Deliverables, supplied by the Supplier to the Customer as set out in the Contract.
Nordic DAC Group AB, registered in Sweden with company number 559239-8555.
1.1 The Supplier intends to develop a Nordic Direct Air Capture plant to capture carbon dioxide from ambient air and to operate the plant. In doing this, the Supplier is licensing technology developed by reputable capture technology providers.
1.2 The Supplier intends to sell the removal of carbon dioxide emissions.
1.3 The Customer has expressed an interest in buying the Service quantity provided by the Supplier
2.1 The Contract shall become effective upon both parties signing it, unless stated otherwise (Commencement Date). The Services are completed once the Service quantity has been removed from the atmosphere by means of the Supplier or its assigned partners.
2.2 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.3 Any drawings, descriptive matter or advertising issued by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 The Supplier shall supply the Services to the Customer in accordance with the Contract.
3.2 The Supplier shall supply the Services to the Customer in accordance with the Contract.
4.1 The Charges for the Services is set out in the Contract Form and shall be paid either by invoice or credit card, as instructed by the Supplier.
4.2 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
4.3 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate set out in the Interest Act. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
4.5 The Supplier shall be responsible for proving the accuracy of any facts or figures referred to in this Contract and the Supplier shall prove (where requested to do so) the accuracy of any such facts or figures on an open book basis to the reasonable satisfaction of the Customer. Unless the Parties agree otherwise, such audit shall be conducted by a registered accountant at a reputable accounting firm of the Customer’s choice. The cost for such audit shall be borne by the Customer.
5.1 If agreed by the parties in writing, the Supplier shall deliver to the Customer a standby letter of credit no later than five (5) Business Days after the Customer has paid the charges in clause 4.1 above in substantially the form of Annex 1.
5.2 The cost of obtaining and maintaining the letter of credit shall be borne by the Supplier.
5.3 The Customer may draw upon the letter of credit should the Supplier, after ten (10) days written notice, fail to comply with any substantial provision of this Contract
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2 The Customer is entitled to use any documentation provided as part of the Services to assert the Service quantity attributable to the Customer.
6.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
7.1 In the course of providing the Services the Supplier may process personal data on behalf of the Customer. If that is the case, the Parties acknowledge that they shall enter into a separate Data Processing Agreement. Each Party shall at all times comply with its respective obligations under, as applicable, Regulation (EU) 2016/679 the General Data Protection Regulation (the “GDPR”) and any national legislation enacted with respect to the GDPR.
8.1 The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
8.2 The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.
8.3 This clause 7 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party (being an individual) is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (f) an order is made, for the appointment of an administrator or if an administrator is appointed over the other party (being a company);
(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(h) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (b) to clause
(i) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(j) the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(k) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 26 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this Contract; if sent by pre-paid first class post or other next working day delivery service, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
11.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
11.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Sweden.
11.9 Jurisdiction. Any dispute, controversy or claim arising out of or in connection with this Contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.