SolarIQ Platform Terms

These Platform Terms of Use ("Terms") govern access to and use of the SolarIQ platform and form a legally binding agreement between the person or entity accessing or using the Platform and SolarTech Energy-UK Limited, a company incorporated in England and Wales with company number 17412990 and registered office at No1 Capital Quarter, Tyndall Street, Cardiff, Wales, CF10 4BZ (the "Company"). SolarIQ is a trading name of the Company.

By creating an Account, clicking to accept these Terms, accessing the Platform or otherwise using any Service, you confirm that you have read, understood and agree to be bound by these Terms.

If you access or use the Platform on behalf of a company, partnership, fund, institution or other organisation, you represent and warrant that you have authority to bind that organisation to these Terms. In those circumstances, references to "you" and "your" include that organisation.

If you do not agree to these Terms, you must not access or use the Platform.

"Account" means an account created or authorised for the purpose of accessing the Platform.

"Affiliate" means, in relation to any person, any entity which directly or indirectly controls, is controlled by, or is under common control with that person.

"Applicable Law" means all laws, regulations, regulatory requirements, binding codes, court orders and legally enforceable requirements applicable to a party, the Platform, a Project or a Transaction from time to time.

"Authorised User" means an individual authorised by an organisation to access or use the Platform on its behalf.

"Confidential Information" means any information of a confidential or commercially sensitive nature disclosed or made available through the Platform or in connection with a Project or Transaction, whether or not expressly marked confidential, including information contained in a Data Room.

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

"Investor" means any investor, lender, funder, asset manager, financial institution, family office, corporate investor or other person accessing the Platform for the purpose of considering the financing, acquisition or investment in a Project or Transaction.

"Investment Ready" means a Platform classification indicating that, based on the information then available to SolarIQ, a Project has satisfied SolarIQ's then-current internal requirements for progression to the relevant investor or transaction workflow.

"Platform" means the SolarIQ website, software, applications, portals, Data Rooms, databases, project-management tools, assessment systems, matching functionality, communications infrastructure, artificial-intelligence functionality and related services operated by or on behalf of the Company.

"Project" means any renewable-energy, energy-transition, infrastructure or related asset, portfolio, development opportunity, company, special purpose vehicle or transaction submitted to, assessed through, marketed through or otherwise processed using the Platform.

"Project Owner" means any developer, owner, seller, sponsor, originator, intermediary or other person submitting or representing a Project through the Platform.

"Services" means the services, functionality and facilities made available through or in connection with the Platform from time to time.

"Transaction" means any proposed or completed acquisition, disposal, financing, investment, development, joint venture, funding, refinancing or other commercial transaction relating to a Project or introduced through the Platform.

"User Content" means information, documents, data and other material submitted, uploaded or otherwise supplied to SolarIQ by or on behalf of a user.

References to the singular include the plural and vice versa. References to a person include an individual, company, partnership, fund, institution, public authority or other legal or commercial entity. Headings are for convenience only and do not affect interpretation. References to legislation include that legislation as amended, replaced or re-enacted from time to time. The words "including", "include" and similar expressions shall be construed without limitation.

The Platform is intended exclusively for persons acting wholly or mainly for purposes relating to their trade, business, profession or institutional activities. The Platform is not intended to constitute a consumer investment platform, retail investment platform or consumer crowdfunding service.

By using the Platform, you represent and warrant that you are acting in the course of business or professional activity and that you possess the legal capacity and authority necessary to enter into these Terms.

SolarIQ may, at any time and as a condition of access to any part of the Platform, require information reasonably necessary to establish a user's identity, corporate status, authority, regulatory status, professional status, investor classification, eligibility or other relevant circumstances.

SolarIQ may refuse, restrict or withdraw access where such information is not provided or cannot reasonably be verified.

SolarIQ provides digital infrastructure intended to support the origination, organisation, assessment, diligence, marketing and progression of renewable-energy and related investment opportunities.

The Services may include project submission, document management, project assessment, automated document analysis, investor mandate management, Project-to-Investor matching, introductions, transaction management, Data Rooms, due-diligence workflows, analytics, service-provider coordination and communications between market participants.

SolarIQ may determine from time to time the functionality, configuration, eligibility requirements, workflows and access controls applicable to the Platform. SolarIQ may modify, replace, improve, suspend or discontinue any part of the Platform where it reasonably considers this necessary or desirable for legal, regulatory, security, operational, technical or commercial reasons.

Nothing in these Terms obliges SolarIQ to accept any Project, admit any user, provide any Project to a particular Investor, introduce any parties, maintain any Project on the Platform or facilitate any particular Transaction.

Unless expressly agreed otherwise under a separate written agreement, SolarIQ acts as a technology and transaction-facilitation platform. The appearance of a Project, Investor, service provider or other participant on the Platform does not mean that SolarIQ acts as principal to the relevant Transaction.

Unless expressly identified otherwise in transaction-specific documentation, SolarIQ is not the seller, purchaser, developer, owner, investor, lender, funder, EPC contractor, custodian, trustee, escrow agent or guarantor in respect of a Project or Transaction. SolarIQ does not have authority to bind a user, Investor, Project Owner or other third party unless that authority has been expressly granted in writing.

A Transaction contemplated or facilitated through SolarIQ shall be entered into between the parties identified in the relevant transaction documentation. Each such party remains independently responsible for determining whether to enter into the Transaction and for the terms on which it does so.

Nothing in these Terms prevents the Company or any Affiliate from separately investing in, acquiring, developing, financing, arranging, advising upon or otherwise participating commercially in a Project, provided that the relevant role is disclosed where disclosure is required by Applicable Law or an applicable agreement.

Information made available through the Platform is provided for professional evaluation, information management and transaction-facilitation purposes only. Unless expressly agreed otherwise pursuant to a separate written engagement and where lawfully permitted, neither the Company nor SolarIQ provides investment advice, investment management services, legal advice, tax advice, accounting advice, engineering certification, credit ratings, valuation assurance or fiduciary advice through the Platform.

No information displayed through the Platform, including any Project assessment, Match Score, Project Score, Investment Ready designation, risk indicator, automated analysis, comparison, classification or other output, constitutes a recommendation by SolarIQ that any person should acquire, dispose of, finance, invest in or otherwise participate in a particular Project or Transaction.

Users must reach their own commercial and investment decisions and obtain independent legal, financial, tax, technical, regulatory and other professional advice where appropriate.

Access to certain Projects, investment opportunities, documents, Data Rooms or communications may be restricted by reference to a user's jurisdiction, regulatory status, investor classification, professional status or other eligibility criteria. SolarIQ may require evidence of such status before granting or continuing access.

Nothing made available through the Platform is intended to constitute an unlawful financial promotion, public offer, prospectus or solicitation. Where information relating to an investment or investment opportunity is subject to restrictions under Applicable Law, it may be made available only to persons whom SolarIQ reasonably believes are lawfully entitled to receive it.

You must not reproduce, forward, publish, distribute or otherwise communicate restricted investment information obtained through the Platform to any person where doing so would breach Applicable Law or any applicable access, confidentiality or transaction restriction.

SolarIQ may restrict, delay, remove or refuse to distribute any information or opportunity where it reasonably considers this necessary to comply with Applicable Law, regulatory guidance, professional advice or internal compliance requirements.

You must ensure that information provided when establishing or maintaining an Account is complete, accurate and not misleading in any material respect. You must promptly update information where a change would materially affect your eligibility, authority or use of the Platform.

Account credentials are personal to the relevant Authorised User and must not be disclosed to or used by any unauthorised person. You are responsible for maintaining appropriate security over your Account and for ensuring that Authorised Users within your organisation comply with these Terms.

An organisation is responsible for managing permissions granted to its Authorised Users and for withdrawing access promptly when an individual's authority or employment ends.

SolarIQ may rely on instructions or actions taken through an Account by a person appearing to have appropriate authority unless SolarIQ has been notified that such authority has been withdrawn.

You must notify SolarIQ without undue delay if you become aware of any unauthorised Account access, compromised credentials or suspected security incident relating to the Platform.

You are responsible for all User Content supplied by or on your behalf. You represent and warrant that, to the best of your knowledge and belief, User Content is accurate in all material respects, is not misleading by statement or omission, has been lawfully obtained and may lawfully be provided to SolarIQ for the purposes for which it is submitted.

You further represent and warrant that you possess all rights, permissions and authority reasonably necessary to provide such User Content and that its submission and authorised use by SolarIQ will not infringe the intellectual-property, confidentiality, privacy, contractual or other rights of any third party.

You must not knowingly omit or conceal information where that omission would render information supplied through the Platform materially misleading.

Where previously submitted information becomes materially inaccurate, incomplete or misleading, you must correct or update it without undue delay.

A person submitting a Project represents and warrants that it has sufficient authority to submit the Project and to provide the associated information and documentation. Project submission does not create any obligation on SolarIQ to accept, approve, classify, market, distribute, fund or otherwise progress the Project.

SolarIQ may review a Project using such methodologies as it considers appropriate, which may include manual review, automated analysis, artificial intelligence, third-party data sources and specialist input. An assessment may take account of planning status, grid arrangements, site or land rights, technical information, financial information, counterparty information, transaction structure, Project documentation, development status and other matters considered relevant.

SolarIQ may at any time request additional information, amend a Project classification, impose conditions, place a Project on hold, restrict distribution, suspend investor access or remove the Project from the Platform.

Any Project status, assessment or score reflects only the information available to SolarIQ and the methodology applied at the relevant time. No assessment constitutes a representation, warranty, certification or guarantee as to the accuracy of the underlying information, the quality of the Project or the likelihood of a Transaction completing.

Where SolarIQ classifies a Project as Investment Ready, that classification means only that the Project has satisfied SolarIQ's then-current criteria for progression into the relevant controlled investor or transaction process.

Investment Ready status shall not be interpreted as confirmation that:

• all risks affecting the Project have been identified or eliminated;

• investor due diligence has been completed;

• any Investor has approved the Project;

• title, planning, grid, financial, technical or other information has been independently certified;

• financial information has been audited;

• capital has been committed;

• the Project satisfies the requirements of every Investor; or

• any Transaction will complete.

Each Investor remains responsible for carrying out its own due diligence.

SolarIQ may use artificial intelligence, machine-learning systems and other automated technologies in connection with the operation of the Platform. Such technologies may be used to extract information from documents, classify information, identify omissions or inconsistencies, prepare summaries, calculate indicators or scores, identify possible risks, assist Project assessment, support Investor matching or generate suggested actions.

Automated outputs may contain inaccuracies, omissions, outdated information, hallucinations or incorrect interpretations. Users must therefore verify information that is material to a Transaction against the relevant source documentation and must not treat an automated output as independently verified professional advice.

SolarIQ may revise, correct, withdraw or regenerate any automated output where the underlying information, methodology or technology changes or where SolarIQ becomes aware of a possible error.

The Platform may obtain, display or process information originating from third-party sources, including public registers, corporate databases, credit-information providers, planning systems, mapping services, grid information providers and other commercial or public datasets.

SolarIQ does not control such third-party sources and does not warrant that information obtained from them will be complete, accurate, current or continuously available.

A failed, unavailable or inconclusive external check does not necessarily establish that the subject of the relevant check has failed verification. Material third-party information should be independently verified where appropriate.

An Investor submitting or maintaining an investment mandate is responsible for ensuring that the mandate accurately reflects its current investment criteria, including its investment geography, capital availability, transaction size, preferred Project stage, transaction structure, technology requirements and other relevant parameters.

SolarIQ may use Project information, Investor mandates, mandatory criteria, exclusions, preferences, Platform activity and other relevant information to identify potential compatibility between Projects and Investors.

A match, Match Score or introduction indicates potential compatibility only. It does not represent confirmation that an Investor has approved a Project, has capital available, will undertake due diligence, will make an offer or will complete a Transaction.

Each recipient of Confidential Information shall keep that information confidential and shall use it solely for the purpose for which access was granted.

A recipient may disclose Confidential Information to its directors, officers, employees, Affiliates and professional advisers who reasonably require the information for the permitted purpose, provided that the recipient remains responsible for ensuring that such persons are subject to confidentiality obligations no less protective in substance than those contained in these Terms.

A recipient must not, without appropriate authority, publish Confidential Information, use it for an unrelated commercial purpose, reproduce or distribute a Data Room, circumvent access controls, use the information to make unauthorised approaches to counterparties or disclose it to a competitor or other third party.

This clause does not apply to information which the recipient can demonstrate: (a) was lawfully in its possession without restriction before disclosure; (b) enters the public domain other than as a result of a breach of confidentiality; (c) is lawfully obtained from an independent third party without restriction; or (d) is independently developed without reference to the Confidential Information.

Where disclosure is required by law, regulation, court order or a competent authority, the recipient may make the required disclosure provided that, so far as legally permitted, it gives reasonable notice to the party whose information is affected.

These confidentiality obligations shall continue for five years following the relevant disclosure or termination of the Account, whichever is later. Information constituting a trade secret shall remain protected for so long as it continues to constitute a trade secret.

Access to a Data Room is granted solely to the organisation and Authorised Users for whom access has been approved and may be subject to additional confidentiality, NDA, transaction or access terms.

SolarIQ may maintain audit records relating to Data Room use, including access, document viewing, downloads, uploads, permissions, invitations and revocation of access.

SolarIQ may revoke or restrict Data Room access at any time where reasonably required by the Project Owner, the applicable Transaction process, Applicable Law, confidentiality requirements, security requirements or Platform integrity considerations.

Every user remains responsible for conducting such legal, financial, tax, commercial, technical, regulatory, environmental, operational and other due diligence as it considers appropriate before entering into a Transaction.

SolarIQ workflows, assessments, summaries, automated reviews, Project Scores, Match Scores and other tools are intended to assist diligence and transaction management. They do not replace independent investigation or professional advice.

No user should rely exclusively upon a Platform classification or output when making a material investment or commercial decision.

Access to certain Services may be provided without charge, while other Services may be subject to subscription charges, service fees, introduction fees, success fees, transaction fees, arrangement fees or other charges.

No fee shall become payable merely because an illustrative amount, percentage or pricing example appears on the Platform. Any binding fee obligation shall arise only where the relevant fee, calculation basis or fee mechanism has been agreed or validly incorporated through an order form, mandate, transaction agreement, Platform acceptance process, fee agreement or other applicable commercial terms.

Unless expressly stated otherwise, all amounts payable to SolarIQ are exclusive of VAT and any other applicable taxes.

Where applicable transaction or fee terms designate an introduction, Project, Investor or counterparty as protected, the relevant user shall not deliberately structure, route, transfer or complete substantially the same Transaction outside SolarIQ for the principal purpose of avoiding a fee properly payable to SolarIQ.

Where provided for in the applicable fee terms, a protected Transaction may include a Transaction completed directly or indirectly by an Affiliate, related investment vehicle, nominee, fund, acquisition vehicle, special purpose vehicle, associated company or connected person, or a Transaction which has been materially restructured but produces substantially the same commercial outcome.

The continuation of discussions, diligence, negotiation, documentation or completion outside the Platform shall not of itself extinguish an accrued or continuing fee obligation.

Where a user asserts that a counterparty or specific opportunity was already known to it before a SolarIQ introduction, SolarIQ may reasonably require contemporaneous evidence of that pre-existing relationship or prior knowledge. A general historic relationship with an organisation shall not necessarily establish prior knowledge of the particular Project or Transaction concerned.

Nothing in this clause creates a transaction fee where no such fee has otherwise been validly agreed.

You must use the Platform lawfully and in good faith. You must not use, or permit any other person to use, the Platform in connection with fraud, money laundering, terrorist financing, sanctions evasion, bribery, corruption, unlawful financing, misleading financial promotions, market abuse or any other unlawful activity.

You must not impersonate any person, falsify information or documentation, access information without authority, circumvent access or security controls, introduce malicious code, interfere with the operation or integrity of the Platform, manipulate assessments or scoring processes, obtain confidential Investor criteria improperly or use information obtained through SolarIQ for unauthorised solicitation.

Except to the extent expressly permitted by Applicable Law, you must not scrape, harvest, systematically extract, reverse engineer, reproduce or commercially exploit the Platform, its databases, proprietary data structures, methodologies or functionality without SolarIQ's prior written consent.

Each party is responsible for compliance with Applicable Law insofar as it applies to its own activities.

SolarIQ may require information or documentation reasonably required for identity verification, corporate verification, sanctions screening, anti-money laundering, anti-fraud, regulatory, tax, source-of-funds, source-of-wealth or similar compliance purposes.

Access to the Platform, completion of verification or permission to participate in a workflow shall not constitute a representation by SolarIQ that a proposed activity or Transaction complies with all laws applicable to the user.

All intellectual-property rights in the Platform and its underlying technology, software, user interface, workflows, assessment frameworks, matching methodology, scoring methodology, database structures, analytics, Platform-generated intelligence, documentation, branding and proprietary content belong to the Company or its licensors.

Subject to compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform solely for your legitimate internal business purposes.

Except as expressly permitted under these Terms or by law, no rights in the Platform are transferred to you.

As between you and SolarIQ, you retain ownership of intellectual-property rights subsisting in your User Content.

You grant the Company a non-exclusive, worldwide, royalty-free licence to host, reproduce, store, organise, analyse, structure, process, display, transmit and otherwise use User Content to the extent reasonably necessary to operate the Platform, provide the Services, facilitate authorised Transactions, maintain records, comply with legal obligations and exercise the Company's rights under these Terms.

This licence does not transfer ownership of the underlying Project, asset or User Content to SolarIQ.

Subject to Applicable Law and applicable confidentiality obligations, SolarIQ may create, retain and use aggregated, statistical, anonymised or sufficiently de-identified information derived from Platform activity for the purposes of analytics, benchmarking, security, product development, market analysis and improvement of SolarIQ services. SolarIQ shall not rely on this clause as a basis for publicly disclosing identifiable Confidential Information concerning a specific Project or user.

Personal data will be processed in accordance with SolarIQ's Privacy Notice and Applicable Law.

Depending upon the relevant processing activity, the Company may act as an independent controller, joint controller or processor. Where Applicable Law requires separate processor terms, the parties shall enter into or be subject to an appropriate data-processing agreement.

You are responsible for ensuring that personal data supplied by you to SolarIQ has been lawfully collected and may lawfully be disclosed and processed for the relevant purposes.

SolarIQ shall use reasonable technical and organisational measures designed to protect the Platform and information processed through it, taking into account the nature of the Services and information concerned. No internet-based service is entirely secure and SolarIQ does not warrant that unauthorised access or security incidents can never occur.

The Platform may from time to time be unavailable as a result of planned maintenance, upgrades, technical failure, cyber incidents, telecommunications failures, third-party infrastructure problems or other matters outside SolarIQ's reasonable control.

Unless expressly agreed under a separate service-level agreement, SolarIQ does not warrant uninterrupted availability, any particular uptime level or that all errors will be corrected within a specified period.

The Platform may enable users to access third-party software, datasets, advisers, consultants, engineers, insurers, professional firms and other service providers. Unless expressly agreed otherwise, such third parties provide their products or services independently of SolarIQ and may impose separate contractual terms.

The inclusion, verification, assessment or introduction of a service provider through the Platform does not constitute a warranty as to that provider's competence, financial strength, availability, regulatory status, performance or suitability for a particular assignment.

Where a service requires regulated, licensed or professionally qualified advice, responsibility for that professional service remains with the professional or entity engaged to provide it.

SolarIQ may restrict or suspend access to all or part of the Platform immediately where it reasonably considers that continued access may give rise to legal, regulatory, security, fraud, confidentiality, financial or Platform-integrity risk. Without limitation, this may include circumstances involving suspected fraud, material misrepresentation, unlawful activity, sanctions concerns, compromised credentials, unauthorised disclosure, misuse of Project information, attempted circumvention, unpaid fees or material breach of these Terms.

Where reasonably practicable, SolarIQ will provide an explanation for a suspension or restriction, except where doing so might prejudice an investigation, security measure, legal obligation, fraud-prevention process or regulatory requirement.

You may cease using the Platform and request closure of your Account at any time, subject to outstanding Transactions and contractual obligations.

SolarIQ may terminate access where a material breach is incapable of remedy, where a remediable material breach is not remedied within a reasonable period following notice, where fraudulent or unlawful activity has occurred, where continuing to provide access would be unlawful or where SolarIQ permanently discontinues the relevant Service.

Termination shall not affect any rights, remedies, payment obligations or liabilities accrued before termination. Confidentiality obligations, intellectual-property provisions, accrued fee rights, protected introductions, indemnities, liability provisions, data-retention rights, governing-law provisions and other clauses which by their nature are intended to survive shall continue after termination.

SolarIQ does not warrant or guarantee that any Project will qualify for inclusion on the Platform, achieve Investment Ready status, receive Investor interest, secure funding, receive an offer, achieve any particular valuation, be acquired or sold, achieve any particular financial return or proceed to completion.

SolarIQ does not guarantee the accuracy or completeness of information supplied by another user or third party, the availability of capital, the performance of a service provider or the solvency, conduct or performance of any counterparty.

Past activity, prior transactions, historic Project performance, scores, assessments, case studies or Platform statistics are not guarantees of future results.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.

Subject to the above and to the fullest extent permitted by Applicable Law, the Company shall not be liable, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or contract, loss of commercial opportunity, loss of goodwill or reputation, loss arising from investment performance or Project performance, or indirect or consequential loss, arising out of or in connection with the Platform, the Services, a Project, a Transaction or these Terms.

Subject to clause 28.1, the Company shall not be liable for any loss arising from: (a) inaccurate, incomplete, fraudulent or misleading information supplied by a user or third party; (b) reliance upon an automated or AI-generated output without appropriate independent verification; (c) the act, omission, insolvency or default of another Platform participant; (d) professional advice supplied by an independent third party; (e) information or systems supplied by a third-party provider outside SolarIQ's reasonable control; (f) a user's decision to enter into, decline, structure, finance or terminate a Transaction; or (g) a Transaction failing to proceed or complete.

Subject to the above, the Company's aggregate liability arising out of or in connection with the Platform, the Services and these Terms in any twelve-month period shall not exceed the greater of: (a) the aggregate fees paid or payable by the affected organisation to the Company for the relevant Services during the twelve months immediately preceding the event giving rise to the claim; and (b) £10,000.

A separate Transaction agreement, engagement letter, order form or statement of work may provide for a different limitation of liability in respect of the services governed by that agreement. Nothing in this clause limits an obligation properly owed by a user to pay fees or other sums due to the Company.

To the fullest extent permitted by Applicable Law, you shall indemnify the Company and its Affiliates against third-party claims, liabilities, damages and reasonable professional costs arising directly from: (a) User Content which you were not authorised to provide; (b) your material breach of confidentiality; (c) your fraud or deliberate misrepresentation; (d) infringement by your User Content of a third party's intellectual-property rights; (e) your unlawful use of the Platform; or (f) a Transaction which you represented yourself as authorised to pursue when you did not possess the relevant authority, except to the extent that the relevant liability results from the Company's own negligence, breach of contract or unlawful conduct.

You acknowledge that SolarIQ operates within a market involving developers, Project Owners, Investors, funders, purchasers, service providers and other commercial participants and may have commercial relationships with more than one participant in a Transaction.

Subject to Applicable Law, the Company may receive fees from one or more participants in connection with the same Project or Transaction and may itself or through an Affiliate possess a commercial or investment interest in a Project.

Where required, material conflicts will be disclosed or otherwise managed in accordance with Applicable Law and applicable Company policies. SolarIQ will not knowingly alter a Project Score, Match Score or Investment Ready classification solely for the purpose of increasing the Company's remuneration from a particular Transaction.

Certain Services, user types or Transactions may be subject to additional contractual terms, including transaction mandates, introduction agreements, NDAs, fee agreements, service orders, data-processing agreements, Project Owner terms, Investor terms and Transaction documentation.

Where additional terms validly apply, those terms and these Terms shall be construed together. In the event of inconsistency, the following order of precedence shall apply: (a) signed or expressly accepted Transaction-specific terms, but only in relation to that Transaction; (b) an applicable service order, mandate, fee agreement or role-specific agreement; and (c) these Terms.

You agree that contractual, administrative and operational communications may be delivered electronically through the Platform, email or another electronic method used in connection with the Services.

Where the Platform presents an action as "Accept", "Agree", "Approve", "Confirm", "Submit" or equivalent wording, completion of that action may constitute legally effective electronic acceptance where permitted by law.

SolarIQ may retain electronic records evidencing acceptance, including the applicable version of the Terms, identity of the user, associated organisation, date and time of acceptance and relevant technical audit information.

SolarIQ may amend these Terms where reasonably necessary to reflect changes to Applicable Law, regulatory requirements, Platform functionality, security requirements, technology, Services or legitimate commercial arrangements.

Material amendments will be notified by reasonable means, which may include notification through the Platform or by email. Where appropriate or required by law, SolarIQ may require renewed acceptance before continued use of the Platform.

An amendment to these Terms shall not retrospectively vary an accrued Transaction fee, agreed protected-introduction period or separately executed Transaction agreement except with the agreement of the relevant parties or where required by Applicable Law.

Neither party shall be liable for delay or failure to perform an obligation under these Terms, other than an obligation to pay an amount already due, to the extent caused by circumstances beyond that party's reasonable control. Such circumstances may include widespread infrastructure or telecommunications failure, cyberattack despite reasonable precautions, natural disaster, war, civil disturbance, governmental action or material failure of critical third-party infrastructure.

The affected party shall use reasonable endeavours to mitigate the effect of the relevant event.

Except to the extent expressly stated in a separate written agreement, nothing in these Terms creates any partnership, joint venture, fiduciary relationship, employment relationship or general agency between the Company and any user.

No user has authority to make commitments on behalf of the Company or otherwise bind SolarIQ without the Company's prior express written authority.

You may not assign, novate or otherwise transfer your rights or obligations under these Terms without the Company's prior written consent.

The Company may assign, novate or transfer its rights or obligations under these Terms to an Affiliate, a successor to the relevant business, a purchaser of all or substantially all of the relevant business or assets, or another entity as part of a bona fide corporate reorganisation, subject to Applicable Law.

These Terms, together with all applicable documents expressly incorporated into them, constitute the entire agreement between the parties concerning their subject matter and supersede previous discussions, representations or understandings relating to that subject matter.

Each party acknowledges that it has not relied upon any statement, representation or warranty which is not expressly contained in or incorporated into the applicable agreement. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

No failure or delay by a party in exercising any right or remedy shall operate as a waiver of that right or remedy. A waiver relating to one matter shall not constitute a waiver in respect of any subsequent matter.

If any provision of these Terms is found to be unlawful, invalid or unenforceable, it shall, to the extent legally possible, be deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the relevant provision shall be treated as severed without affecting the remainder of these Terms.

Except where expressly stated otherwise, no person who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms. This clause does not affect any right or remedy of a third party which exists independently of that Act.

Routine communications relating to Platform activity may be delivered through the Platform or by email.

Any formal legal notice to the Company under these Terms shall be delivered to:

SolarTech Energy-UK Limited

Trading as SolarIQ

No1 Capital Quarter, Tyndall Street, Cardiff, Wales, CF10 4BZ

and, where a legal notice email address is designated on the Platform, to that email address (legal@solariq.com).

These 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 procedure expressly agreed in Transaction-specific documentation, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with these Terms, their subject matter or formation.

The Platform is operated by:

SolarTech Energy-UK Limited

Trading name: SolarIQ

Company number: 17412990

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