Terms and conditions

Green Dealflow © Version November 2018

1. The Marketplace

1.1. Green Dealflow ApS (hereinafter referred to as “Green Dealflow©”) offers a membership (member/membership is also referred to as account/account holder) based digital platform for buyers and sellers and their representatives of renewable energy projects and project rights (hereinafter referred to as the “Marketplace”). The aim of the Marketplace is to facilitate easy, direct contact between sellers and investors/buyers of renewable energy projects and hence provide transparency in the market, easy access to other stakeholders and ultimately increase the overall deal flow in the renewable energy market and increase the renewable energy market liquidity to facilitate the green energy transition.

1.2. Based on a membership, the Marketplace allows for sellers of renewable energy projects to add and present standardised business cases containing relevant project information and for potential buyers/investors to view topline details of available projects and based on request receive all available information and contact details on specific projects (max 4 projects at the time)(both potential sellers/asset owners and potential buyers/investors, are hereinafter referred to as “Members”).

1.3. The Marketplace is for non-consumers only and any Member will by its membership to the Marketplace declare that its membership has been requested and obtained in its capacity as non-consumer and that its use of the Marketplace and any information obtained from the Marketplace is for non-consumer purposes only.

1.4. The Marketplace provides for initial contact between Members and any contact between Members, including negotiations, conclusions of agreements etc. will take place outside the Marketplace and Green Dealflow© will not be party to or otherwise related to any such correspondence between Members, negotiations or conclusion of contracts between the same and Green Dealflow© will have no liability in relation thereto.

2. Scope

2.1. These general terms and conditions (hereinafter referred to as the “Terms”) apply to and governs the membership to the Marketplace, the use thereof and any and all activities of Members in relation to the latter vis-à-vis other Members and Green Dealflow©.

2.2. By its membership to the Marketplace and by accessing, using or continuing to accessing and using the Marketplace, a Member unconditionally declares to accept, agree and acknowledge to be bound by these Terms and the provisions set forth herein, including any subsequent revisions and amendments hereto, irrespective of any reference made by a Member to any other document, regulation or set of rules.

2.3. These Terms may be amended by Green Dealflow© at its sole discretion at any time by posting such amended Terms on the Green Dealflow© website, www.greendealflow.com, or by notifying Members of such amended Terms via other methods as may be determined by the Green Dealflow© from time to time, and shall take effect from the time such amended Terms are posted on the Green Dealflow© website or are otherwise notified to the Members (as the case may be).

2.4. If any provision of these Terms is deemed unlawful, void or unenforceable, the remaining provisions shall continue in full force and effect.

3. Membership

3.1. Potential members subscribe to the Marketplace by filling out and filing a standardised form on the Green Dealflow© website, www.greendealflow.com.

3.2. Green Dealflow© shall decide freely in its absolute sole discretion if membership shall be allowed and Green Dealflow© reserves the right to refuse membership for any reason without liability. Only legal owners of renewable energy projects, investors and direct potential buyers may subscribe to an act as Users. Brokers and intermediaries may subscribe to the Marketplace only on the basis of a documented, explicit and specific buyer- or seller side mandate directly from the relevant seller or buyer.

4. Membership Fee

4.1. Members will be charged no fee for access to the basic information/limited view of the Marketplace, upload to marketplace, News & Blog site etc.. Not included for free members is the Transaction database. (see below in 4.2)

4.2. Access to certain additional information, premium membership, features etc. may be subject to payment of a fee or a monthly membership fee on a continuous basis based on the pricing set forth on the Green Dealflow© website, www.greendealflow.com from time to time.

4.3. Continuous membership fee will be charged via credit card when purchase/subscription is made. Minimum subscription period is 3 month and monthly fee is invoiced every 3rd month. Subscription will be renewed automatically every 3rd month. Subscription cancellation can be made before end of the current 3 month period. (See section 5.)

4.4. Membership fees and the pricing structure of the Marketplace may be changed at any time with one (1) months prior notice published on the Green Dealflow© website, www.greendealflow.com.

5. Term and Termination

5.1. Membership to the Marketplace will be made for an unlimited period of time and the Membership may be terminated at any time with immediate effect by a Member by notifying Green Dealflow© via the Green Dealflow© website.

5.2. No part of any prepaid Membership fee will, however, be refunded and repaid in case of termination, i.e. pertaining to the period between termination and the following charge of Membership fee.

6. Blocking of Account and Dismissal

6.1. Green Dealflow© may at any time with immediate effect and without liability block, suspend, or limit a Member’s access to the Marketplace and/or the Member’s account if Green Dealflow© reasonably suspects that the Member or a transaction of a Member violates these Terms, including in case of non-payment of a due Membership fee, the Code of Conduct, any laws or regulations or public order or morality, infringing a third party’s rights or interests, breaching a requirement under applicable laws or regulations, or violating an order by a competent authority or any court of law, or violating any other agreement entered into between the Member and Green Dealflow© or any other agreement which the Member has entered into. Such block, suspension or limitation of a Member’s access to the Marketplace and/or the Member’s account shall continue until the Member has provided documentation to Green Dealflow© to the satisfaction of Green Dealflow© that no violation has occurred or the violation has been remedied to the satisfaction of Green Dealflow©.

6.2. A Member and all projects added to the Marketplace may be blocked permanently and the Member dismissed from the Marketplace with immediate effect in case of any violation of these Terms and/or the Code of Conduct, any applicable law or regulation, any other agreement entered into between the Member and Green Dealflow© or any other agreement which the member has entered into.

7. Code of Conduct

7.1. Any membership to and use of and activity in relation to the Marketplace shall – in addition to these Terms – be subject to the Code of Conduct as published on the Green Dealflow© website (https://greendealflow.com/code-of-conduct/) and amended from time to time.

7.2. The Code of Conduct shall be considered an integrated part of these Terms.

8. Liability

8.1. A Member shall be liable for any and all information added by the same Member to the Marketplace. Green Dealflow© shall not be liable for any information added to the Marketplace or exchanged between Members subsequently and no Member shall be entitled to raise any claim against Green Dealflow© for the validity, correctness or accuracy of any information available on the Marketplace or provided in relation to the Marketplace.

8.2. Green Dealflow© does not warrant the accuracy, reliability or completeness of any information contained on the Marketplace, including the availability of projects added to the Marketplace, the identity of Members, and Green Dealflow© shall have no liability for damages or costs incurred by Members or third parties in confidence of the information contained in the Marketplace.

8.3. Any Member shall be liable for its own acts and omissions in relation to the Marketplace and subsequent negotiations and conclusion of contracts between Members and a Member by its subscription to, use and continued use of the Marketplace undertakes unconditionally to release and hold harmless Green Dealflow© from and against any claim raised by third parties against Green Dealflow© related to information to the Marketplace by or acts or omissions of such Member, including subsequent negotiations and conclusion of contracts between Members.

8.4. Further, Members shall be liable to Green Dealflow© for any damages or costs, including legal costs, suffered by Green Dealflow© as a consequence of such Member’s violation of these Terms, including the Code of Conduct, and such Member’s unlawful acts and omissions in relation to the use of the Marketplace.

8.5. Green Dealflow© shall only be liable for its own acts and omissions to the extent that these are intentional or grossly negligent.

8.6. A claim for damages or a claim for proportionate reduction against Green Dealflow© cannot exceed an amount corresponding to the total membership fee from time to time for a six (6) months period.

8.7. To the fullest extent permitted by law, Green Dealflow© exclude all liability for any loss or damage suffered by any Member or any third party whether direct or indirect, incidental or consequential and howsoever arising from use of or access to, or inability to use or access the Marketplace, or subsequent interaction between Members, including any loss of data or damage caused by downloading content from the Marketplace.

9. Intellectual Property Law

9.1. All rights to renewable energy projects added to the Marketplace shall remain with the relevant Member having added such project.

9.2. No Member shall by its membership to and use of the Marketplace obtain any right of any nature to the Marketplace, information contained therein or to any renewable energy project added to the Marketplace, except for the right to access and use the Marketplace and the information available on the Marketplace.

9.3. Green Dealflow© is the sole owner of any and all intellectual property rights, including trademarks, design rights etc., related to the Marketplace and no Member shall by its membership to and use of the Marketplace obtain any right or co-right thereto.

10. Privacy policy

10.1. Green Dealflow© reserves its right to collect and keep:
(i) information provided by way of completing forms on the Green Dealflow© website, including information give to Green Dealflow© when subscribing to the Marketplace; and
(ii) details of visits made to the Green Dealflow© website, see also the Green Dealflow© cookie policy available on the Green Dealflow© website (https://greendealflow.com/cookie-policy/).

10.2. No information provided to Green Dealflow© will be disclosed to unrelated third parties except as otherwise provided for in these Terms, including in the following cases:
(i) a Member has consented for Green Dealflow© to do so;
(ii) Green Dealflow© is under a legal, regulatory or professional obligation to do so (for example to comply with anti-money laundering regulations)
(iii) Green Dealflow© merge, re-organise or transfer all or part of our business in which case the information will be disclosed to potential or actual successors of the business;
(iv) Green Dealflow© use third party service providers to provide services that involve data processing (where we use service providers we will ensure the appropriate safeguards are in place to protect your information).
By virtue of uploading contact information and information related to a renewable energy project, a Member will be considered to have given its unconditional consent to disclosure by Green Dealflow© of such information.

11. Applicable Law and Disputes

11.1. Any dispute arising in connection with the agreement shall be settled under Danish law.

11.2. All disputes, disagreements and claims, which directly or indirectly may emanate from the agreement or its interpretations, shall, at the choice of Green Dealflow©, be brought before the Maritime and Commercial Court in Copenhagen, Denmark (Sø- og Handelsretten) as the court of first instance or for final settlement with the Danish Institute of Arbitration (Det Danske Voldgiftsinstitut) in Copenhagen in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time of the commencement of the arbitration proceedings. If the Maritime and Commercial Court lacks subject-matter jurisdiction to render a decision, the dispute shall be brought before the City Court of Copenhagen, Denmark (Københavns Byret) as the court of first instance, and to request that the court be assisted by expert lay assessors, if possible. The proceedings shall be conducted in Danish.