SolarIQ Data Room and Confidentiality Terms

These Data Room and Confidentiality Terms ("Data Room Terms") apply whenever SolarIQ grants a person access to Confidential Information relating to a Project, Investment Opportunity or Transaction. Access may be granted through a SolarIQ Data Room, another controlled transaction workspace, secure electronic transmission, email, meeting, presentation or another authorised means.

These Data Room Terms constitute a confidentiality undertaking by the Recipient in favour of SolarIQ and each applicable Disclosing Party.

A Transaction may also be subject to a separately executed non-disclosure agreement or confidentiality undertaking — including, where applicable, a Transaction-specific MUTUAL non-disclosure agreement executed for the relevant Project. Where such agreement expressly applies to the same Confidential Information, it shall prevail over these Data Room Terms to the extent of any inconsistency. These Data Room Terms do not replace, and are not a substitute for, any such Transaction-specific mutual NDA.

Unless expressly agreed otherwise, these Data Room Terms do not create exclusivity, a Transaction Fee or an obligation to enter into any Transaction.

"Authorised Representative" means a director, officer, employee or professional adviser of the Recipient who has a genuine need to receive Confidential Information for the Permitted Purpose and who is bound by confidentiality obligations consistent with these Data Room Terms.

"Confidential Information" has the meaning given in clause 4.

"Data Room" means any physical or electronic repository, transaction workspace, document portal or restricted information environment made available through or in connection with SolarIQ.

"Data Room Owner" means the Project Owner, Seller, Investor, Funder or other person on whose authority the relevant Data Room is established or whose Project or Transaction is the subject of that Data Room.

"Disclosing Party" means SolarIQ, the Data Room Owner and any other person whose Confidential Information is lawfully included in or disclosed through the relevant Transaction process.

"Permitted Purpose" means evaluating, investigating, negotiating, financing, advising upon or otherwise considering the specific Project or Transaction for which access has been granted.

"Project" has the meaning given in the Platform Terms.

"Recipient" means the individual or organisation granted access to Confidential Information and includes, where the context permits, its Authorised Representatives.

"Transaction" means the proposed acquisition, disposal, investment, funding, financing, refinancing, joint venture or other commercial transaction in respect of which the Confidential Information is disclosed.

Access to a Data Room is conditional upon the Recipient satisfying such requirements as SolarIQ or the Data Room Owner may reasonably impose. These may include identity verification, investor or counterparty eligibility checks, acceptance of these Data Room Terms, execution of additional confidentiality documentation (including a Transaction-specific mutual NDA) or approval by the Data Room Owner.

Access is personal to the Recipient organisation and its individually authorised users. No person acquires a right to access a Data Room merely because another employee, Affiliate, adviser or associated person has been granted access.

SolarIQ or the Data Room Owner may determine which folders, documents, information and functionality are accessible to a Recipient. Different Recipients may receive different levels of access.

Access may be time limited and may be amended, restricted, suspended or withdrawn in accordance with these Data Room Terms.

For the purposes of these Data Room Terms, Confidential Information means all non-public information disclosed or made available, directly or indirectly, in connection with the relevant Project or Transaction, whether disclosed before or after acceptance of these Data Room Terms and whether communicated orally, visually, electronically, in writing or in another form.

Confidential Information includes, without limitation: (a) the existence and identity of a Project or Transaction where not publicly disclosed; (b) the identity of a Project Owner, Seller, Investor, Funder, Buyer, lender or other Transaction participant where not publicly disclosed; (c) teasers, investment memoranda, presentations and Project summaries; (d) technical, engineering, construction and operational information; (e) planning, grid, land and property information; (f) financial statements, financial models, forecasts and projections; (g) valuations, pricing expectations and commercial assumptions; (h) energy-generation data, production assumptions and performance information; (i) PPA, offtake, EPC, O&M, financing and other commercial agreements; (j) corporate, shareholder and beneficial-ownership information; (k) legal reports, title documents and due-diligence materials; (l) insurance, tax and regulatory information; (m) business plans, strategies and commercial arrangements; (n) correspondence, questions, responses and clarifications relating to the Transaction; (o) the identity, interest, participation or proposed terms of other Transaction participants; (p) information concerning the status or progress of negotiations; (q) the fact that discussions or negotiations are taking place; (r) notes, analyses, compilations, models, summaries or other materials prepared by the Recipient which contain or reflect Confidential Information; and (s) any other information which is marked confidential or which a reasonable business person would understand to be confidential given its nature or the circumstances of disclosure.

Confidential Information does not cease to be confidential merely because individual elements are publicly known if their compilation, arrangement, analysis or Transaction context is not public.

The obligations in these Data Room Terms shall not apply to information to the extent that the Recipient can demonstrate through reasonable evidence that the information: (a) was lawfully in the public domain when disclosed; (b) subsequently entered the public domain other than through a breach of these Data Room Terms or another duty of confidentiality; (c) was lawfully in the Recipient's possession without restriction before disclosure by the Disclosing Party; (d) was lawfully received from an independent third party who was not, to the Recipient's reasonable knowledge, prohibited from disclosing it; or (e) was independently developed by the Recipient without use of or reference to the Confidential Information.

The burden of establishing that an exclusion applies rests with the Recipient.

The Recipient shall keep the Confidential Information strictly confidential and shall protect it using at least the degree of care that a prudent professional organisation would reasonably use to protect information of comparable sensitivity.

The Recipient shall use Confidential Information solely for the Permitted Purpose. Except as expressly permitted under these Data Room Terms, the Recipient shall not disclose, publish, reproduce, distribute, commercialise, exploit or otherwise make Confidential Information available to any other person.

The Recipient shall not use Confidential Information: (a) for an unrelated commercial purpose; (b) to compete unfairly with a Project Owner or another Transaction participant; (c) to identify or approach counterparties outside the authorised Transaction process; (d) to solicit employees, advisers, customers, suppliers or counterparties using information obtained solely through the Data Room; (e) to create or enrich an unauthorised commercial database; (f) to train or develop an external artificial-intelligence model or other unrelated analytical product; or (g) for any purpose inconsistent with the Permitted Purpose.

The Recipient may disclose Confidential Information to an Authorised Representative only where that person genuinely requires the information for the Permitted Purpose.

Before making such disclosure, the Recipient shall ensure that the Authorised Representative: (a) is informed of the confidential nature of the information; (b) is instructed to use the information only for the Permitted Purpose; and (c) is subject to professional, contractual, statutory or other legally enforceable confidentiality obligations appropriate to the information disclosed.

Except where an Authorised Representative is independently bound directly to the relevant Disclosing Party on substantially equivalent terms, the Recipient shall remain responsible for any breach of these Data Room Terms by an Authorised Representative to whom it discloses Confidential Information.

SolarIQ or the Data Room Owner may require certain advisers or representatives to establish separate Platform accounts or accept separate confidentiality terms before direct Data Room access is granted.

The Recipient must not disclose Confidential Information to a potential co-investor, syndicate member, financing source, investment partner or other commercial participant merely because that person may participate in the Transaction.

Where the Recipient wishes to involve such a person, it shall first obtain any approval required by SolarIQ, the Data Room Owner or the applicable Transaction process. SolarIQ may require that proposed participant to complete its own verification, accept applicable Platform and confidentiality terms and receive access directly rather than through the Recipient.

The Recipient may disclose Confidential Information to the extent strictly required by Applicable Law, a court of competent jurisdiction, a competent regulatory authority or a legally binding requirement.

Where legally permitted, the Recipient shall notify SolarIQ and, where reasonably identifiable, the relevant Disclosing Party before making such disclosure so that appropriate protective measures may be considered.

The Recipient shall disclose only that part of the Confidential Information which it is legally required to disclose and shall, where reasonably practicable, take steps to preserve confidentiality over the remaining information.

The Recipient must not make or authorise any press release, public announcement, social-media communication or other public statement concerning the Project, Transaction, negotiations or its participation in the Transaction without the prior written consent of the relevant Data Room Owner, except where disclosure is required by Applicable Law.

Where disclosure is legally required, clause 9 shall apply so far as legally permissible.

Confidential Information must not be used to make unauthorised approaches to any person identified through the Data Room.

Without appropriate approval, the Recipient must not contact a Project's employees, customers, tenants, landowners, landlords, offtakers, grid counterparties, contractors, suppliers, financiers, advisers or other identified stakeholders solely as a result of information obtained through SolarIQ.

Where direct contact is necessary for due diligence or Transaction progression, it may take place once authorised under the applicable Transaction process.

This clause does not prevent ordinary communications arising from a genuine pre-existing relationship which exists independently of the Transaction, provided that Confidential Information obtained through SolarIQ is not misused.

The Recipient shall maintain appropriate technical and organisational measures to protect Confidential Information accessed through the Data Room.

The Recipient must not: (a) share individual login credentials; (b) permit unauthorised persons to use its Account; (c) attempt to bypass access permissions; (d) circumvent download, printing, copy or viewing restrictions; (e) remove or obscure digital watermarks or confidentiality markings; (f) interfere with audit logging or access controls; (g) introduce malware, malicious code or other harmful technology; (h) scrape, systematically harvest or bulk extract Data Room contents without authority; or (i) attempt to obtain documents or information to which access has not been granted.

The Recipient must notify SolarIQ promptly if it becomes aware of unauthorised access, compromised credentials, accidental disclosure, suspected misuse or another security incident involving Confidential Information.

The ability to download, copy or print a document does not imply an unrestricted right to use or distribute that document. Downloaded or printed materials remain subject to these Data Room Terms.

Where SolarIQ or the Data Room Owner disables downloading, copying or printing, the Recipient must not circumvent that restriction using screenshots, screen-recording tools, browser functionality or other technical means for the purpose of defeating the restriction.

Reasonable working notes may be created for the Permitted Purpose, provided that they remain protected as Confidential Information.

The Recipient must not upload Confidential Information to a publicly accessible artificial-intelligence service, consumer generative-AI platform, public file-analysis service or other external system where the Recipient cannot reasonably ensure appropriate confidentiality and data-protection safeguards.

The Recipient may use an enterprise or professional technology provider to process Confidential Information for the Permitted Purpose where: (a) the provider is subject to appropriate confidentiality obligations; (b) the Recipient has authority to use the provider for that purpose; (c) appropriate security and data-protection arrangements apply; and (d) such use is not prohibited by a specific Data Room restriction.

Nothing in this clause restricts SolarIQ's own authorised use of artificial intelligence and automated systems in accordance with the Platform Terms and Privacy Notice.

Confidential Information may contain personal data. Each Recipient shall process personal data obtained through a Data Room only to the extent reasonably necessary for the Permitted Purpose and in accordance with Applicable Law.

The Recipient must not use personal data obtained through a Data Room for unrelated direct marketing, recruitment, profiling, database enrichment or solicitation.

Where the Recipient transfers personal data outside the United Kingdom, the Recipient remains responsible for ensuring that the transfer complies with applicable data-protection requirements.

SolarIQ's processing of personal data is further described in the SolarIQ Privacy Notice.

Confidential Information may, depending upon the persons or securities involved, include information subject to market-abuse, insider-dealing or securities-law restrictions.

Each Recipient is independently responsible for determining whether information it receives is subject to such restrictions and for maintaining any insider lists, dealing controls, information barriers or other procedures required by Applicable Law.

Nothing in these Data Room Terms authorises the Recipient to deal, recommend dealing or disclose information in breach of applicable market-abuse or securities laws.

The Recipient acknowledges that SolarIQ may maintain records concerning use of the Data Room, including: (a) the identity of users granted access; (b) the date and time of access; (c) documents viewed; (d) documents downloaded where downloading is permitted; (e) documents uploaded; (f) invitations and permission changes; (g) questions and communications; (h) login and security events; and (i) revocation or expiry of access.

Such records may be used for security, Transaction administration, evidential purposes, compliance, confidentiality enforcement, dispute resolution, Platform integrity and other legitimate purposes described in the SolarIQ Privacy Notice.

Questions submitted through a Data Room and responses provided by a Project Owner, SolarIQ or another participant may form part of the Transaction record.

Unless expressly stated otherwise, a response to a diligence question does not amend any Definitive Transaction Document or constitute a contractual warranty. Any legally binding representation or warranty concerning a Project must be contained in the applicable Definitive Transaction Documents.

Unless expressly stated in Definitive Transaction Documents executed by the relevant party, Confidential Information is supplied for evaluation purposes only.

Neither SolarIQ nor, solely by reason of making information available through SolarIQ, any Data Room Owner or other Disclosing Party gives a representation or warranty under these Data Room Terms as to the accuracy, completeness or future accuracy of Confidential Information.

Information contained in a Data Room may be incomplete, preliminary, subject to change or based upon assumptions. Forecasts, projections, models, valuations, estimates and forward-looking information involve inherent uncertainty.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation or any other liability which cannot lawfully be excluded.

The Recipient is responsible for undertaking its own investigation, verification and due diligence before entering into any Transaction.

Access to a Data Room, completion of a SolarIQ assessment, an Investment Ready classification or any other Platform process does not replace independent legal, financial, tax, technical, commercial, regulatory or other professional diligence.

Except where SolarIQ expressly assumes an obligation under a separate written agreement, the Recipient shall not rely upon SolarIQ: (a) to verify Project Information; (b) to confirm ownership or title; (c) to audit financial information; (d) to verify planning, grid, land or technical rights; (e) to certify financial models or forecasts; (f) to assess the solvency or creditworthiness of a counterparty; (g) to determine the suitability of a Transaction; or (h) to provide legal, financial, tax, engineering or investment advice.

Nothing contained in a Data Room constitutes an offer capable of acceptance unless expressly stated otherwise in a legally binding document.

Granting Data Room access does not oblige any Project Owner, Seller, Investor, Funder, Buyer or other person to proceed with a Transaction. Any Transaction remains subject to such approvals, negotiations, due diligence and Definitive Transaction Documents as the relevant parties may require.

Data Room access does not grant the Recipient exclusivity or any preferential right in relation to a Project or Transaction. The Data Room Owner may provide information to, negotiate with and transact with other persons unless a binding exclusivity agreement expressly provides otherwise.

All intellectual-property and proprietary rights in Confidential Information remain with the relevant owner. Disclosure grants the Recipient only a limited right to review and use the Confidential Information for the Permitted Purpose.

No patent, copyright, database right, trade mark, design right, trade secret, licence or other intellectual-property right is transferred merely because information is made available through a Data Room.

Where the Recipient is subject to applicable SolarIQ Transaction Fee and Non-Circumvention Terms, fee agreement or protected-introduction arrangement, access to a Data Room does not limit or extinguish those obligations.

The Recipient must not use Confidential Information to circumvent a Protected Introduction or avoid a properly agreed SolarIQ fee. For the avoidance of doubt, this clause does not itself create a Transaction Fee where no fee has otherwise been agreed.

Upon written request by SolarIQ or the relevant Data Room Owner, or following withdrawal of the relevant Transaction, the Recipient shall use reasonable endeavours to delete or destroy copies of Confidential Information held outside the Data Room where continued retention is no longer necessary for the Permitted Purpose.

The Recipient may retain Confidential Information to the extent reasonably required: (a) by Applicable Law or regulation; (b) by bona fide internal compliance or professional-record requirements; (c) for the establishment, exercise or defence of legal claims; or (d) within routine electronic backups which cannot reasonably be selectively deleted.

Any information retained under the preceding paragraph shall remain subject to the confidentiality obligations contained in these Data Room Terms and shall not be used for any other purpose.

Revocation of Data Room access does not require SolarIQ to destroy its own Transaction, audit, compliance or legal records.

Where the Recipient becomes aware of any actual or reasonably suspected loss, unauthorised disclosure, unauthorised access or misuse of Confidential Information, it shall notify SolarIQ without undue delay and provide reasonable cooperation in investigating and mitigating the incident.

Notification under this clause does not constitute an admission of liability.

The Recipient acknowledges that unauthorised disclosure or misuse of Confidential Information may cause harm which may not always be adequately remedied by damages alone.

Subject to Applicable Law and the discretion of the court, SolarIQ and an applicable Disclosing Party may seek injunctive relief, specific performance or another appropriate equitable remedy in relation to an actual or threatened material breach of the confidentiality, use or access restrictions contained in these Data Room Terms.

Any such remedy is without prejudice to other rights or remedies available under contract or Applicable Law.

To the fullest extent permitted by Applicable Law, the Recipient shall indemnify SolarIQ and the applicable Data Room Owner against third-party claims, liabilities and reasonable professional costs arising directly from: (a) an unauthorised disclosure of Confidential Information by the Recipient; (b) unlawful use of Confidential Information by the Recipient; (c) disclosure by the Recipient to a person whom it was not authorised to involve; or (d) infringement of third-party intellectual-property rights arising from an unauthorised use or reproduction of Data Room materials, except to the extent that the relevant liability was caused by the negligence, breach or unlawful conduct of the person seeking indemnification.

The liability provisions and limitations contained in the Platform Terms apply to SolarIQ's operation of the Data Room unless a separate written agreement expressly provides otherwise.

Nothing in these Data Room Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

SolarIQ may immediately restrict, suspend or revoke Data Room access where reasonably necessary because of: (a) suspected unauthorised disclosure; (b) misuse of Confidential Information; (c) compromised credentials; (d) breach of these Data Room Terms; (e) legal or regulatory requirements; (f) sanctions or financial-crime concerns; (g) security risk; (h) instructions from the Data Room Owner; (i) withdrawal or suspension of the relevant Transaction; or (j) other material risk to the confidentiality or integrity of the Transaction.

Revocation of access shall not affect confidentiality obligations relating to information previously disclosed.

Where reasonably practicable, SolarIQ may provide an explanation for revocation unless doing so would prejudice security, legal, regulatory or fraud-prevention measures.

The obligations concerning Confidential Information shall continue for five years from the later of: (a) the date on which the relevant Confidential Information was disclosed; and (b) the date on which the Recipient's access to the relevant Data Room or Transaction process ended.

Where Confidential Information constitutes a trade secret, the obligations relating to that information shall continue for so long as the information remains a trade secret under Applicable Law.

Nothing in this clause shortens a longer confidentiality period expressly agreed in separate Transaction documentation.

Although these Data Room Terms are entered into between the Recipient and SolarIQ, each Data Room Owner and each other identifiable person whose Confidential Information is lawfully made available through the relevant Data Room shall have the benefit of and may enforce clauses 4 to 16, 24 to 29 and 32 under the Contracts (Rights of Third Parties) Act 1999, to the extent those provisions protect its Confidential Information or proprietary rights.

Except as provided in the preceding paragraph, a person who is not a party to these Data Room Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

SolarIQ and the Recipient may amend these Data Room Terms without the consent of a third party referred to above, provided that no amendment shall retrospectively extinguish an accrued right arising from a breach occurring before the amendment.

Nothing in these Data Room Terms creates a partnership, joint venture, fiduciary relationship, agency or other representative relationship between the Recipient, SolarIQ or a Data Room Owner. No party obtains authority to bind another merely by participating in a Data Room or Transaction process.

The Recipient may not assign, transfer or novate its rights to Data Room access without SolarIQ's prior written consent. SolarIQ may transfer or assign its rights and obligations under these Data Room Terms in accordance with the assignment provisions contained in the Platform Terms.

These Data Room Terms, together with any applicable Transaction-specific NDA or confidentiality agreement, constitute the agreement governing confidentiality and Data Room access in respect of the relevant disclosure.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

No failure or delay in exercising a right under these Data Room Terms shall operate as a waiver of that right. A waiver is effective only in relation to the specific matter for which it is given.

If any provision of these Data Room Terms is found to be unlawful, invalid or unenforceable, it shall, where legally possible, be modified to the minimum extent necessary to make it enforceable.

If modification is not possible, that provision shall be severed and the remaining provisions shall continue in effect.

These Data Room Terms and any dispute, claim or non-contractual obligation arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

Subject to any different dispute-resolution provision contained in binding Transaction-specific documentation, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Data Room Terms.

SolarIQ is operated by:

SolarTech Energy-UK Limited

Trading as SolarIQ

Company number: 17412990

Registered office: No1 Capital Quarter, Tyndall Street, Cardiff, Wales, CF10 4BZ

Formal notices shall be delivered in accordance with the notice provisions contained in the Platform Terms or any applicable Transaction-specific agreement.