Terms and Conditions

Green Dealflow © Version September 2019

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 asset owners/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 membership, the Marketplace allows for asset owners/sellers of renewable energy projects to add and present standardised business cases containing relevant project information. The potential investors/buyers can view topline details of available projects and can on request receive project overview (max 3 projects at the time). The seller of the project must go through a project screening process and must enter into a success fee agreement in order to publish the project on the platform. Likewise, the investors/buyers must establish themselves as a genuine investor/buyer and must be able to present the track record in relevant investments on Green Dealflow’s demand (both potential asset owners/sellers and potential investors/buyers, 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 upon signing the asset owner fee agreement or investor/buyer fee agreement with Green Dealflow©. Green Dealflow© reserves the right to be the part of meetings and correspondence between Members, including negotiations, conclusions of agreements etc. which take place outside the Marketplace. Green Dealflow© role will be to facilitate the meetings and communication between asset owner/seller and investor/buyer. However, Green Dealflow© will not advise either of the parties during the process. Green Dealflow© will have no liability in relation to information exchanged, decisions made, agreements made, etc. between the two parties.

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). The changes in the pricing structure for asset owner success fee and investor success fee will not affect the prices in the already binding agreements with the parties for the duration of the time period mentioned in the success fee agreements.

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, News & Blog site, etc. Not included for free members is access to the Transaction database. (see below in 4.3)

4.2. Obtaining certain additional information on the projects will be subject to signing a success fee agreement with Green Dealflow©. The success fee is calculated on the project to project basis depending upon project size, stage of development, etc. Furthermore, the additional information will only be provided to the investors/buyers who are established and have a track record in renewable energy or other large-scale investments. Green Dealflow© reserves the ultimate right to refuse to provide additional information on the project to the users for any reason without liability.

4.3. To access the transaction database, the user must subscribe to the transaction database subscription. The minimum transaction database subscription period is 3 months, and the first payment covers the 3 months period. Upon subscribing to the transaction database, a continuous membership fee will be charged via credit card every third month until the subscription is cancelled. The monthly fee for the transaction database subscription is invoiced every 3rd month, and the subscription will be renewed automatically at the end of every 3rd month. The transaction database subscription can be cancelled at any time before the end of the ongoing 3-month subscription period. (See section 5.)

4.4. The subscription fee for the transaction database and the pricing structure for asset owners/sellers success fee and the investors/buyers success fee 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 transaction database subscription 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 transaction database subscription fee, success fee for investors/buyers or asset owners/sellers, 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© does not warrant the correctness of the identity of Members. Green Dealflow© does not warrant the validity, correctness, accuracy, reliability or completeness of any information added to the Marketplace, including the availability of projects, or information otherwise exchanged between Members, and Green Dealflow© shall not be liable for any such information.

8.2. Green Dealflow© shall have no liability for loss, damages, costs or lack of investment return incurred by Members or third parties in the confidence of the information contained in the Marketplace.

8.3. To the fullest extent permitted by law, Green Dealflow© disclaims any and all liability for any claim made by a Member, including a claim for loss, damages, costs or lack of investment return 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.

8.4. 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. 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 added or omitted to the Marketplace or by or acts or omissions of such Member, including subsequent negotiations and conclusion of contracts between Members.

8.5. Furthermore, 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.

8.6.Green Dealflow© shall only be liable for its own acts and omissions to the extent that these are intentional or gross negligent. Any claim, including a claim for damages or proportionate reduction, against Green Dealflow© cannot exceed an amount corresponding to the total fee paid to Green Dealflow© by the Member (i) in respect of the project giving rise to the claim or (ii) if no project fee has been paid by the Member, the transaction database fee paid during the preceding 12 months.

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, the 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 given 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 the 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 the first instance, and to request that the court be assisted by expert lay assessors, if possible. The proceedings shall be conducted in Danish.