SolarIQ Project Owner and Seller Terms

These Project Owner and Seller Terms ("Seller Terms") apply to any person who submits, lists, markets, manages or otherwise makes available a Project, asset, portfolio, company, special purpose vehicle, funding opportunity or Transaction through SolarIQ, and supplement and form part of the SolarIQ Platform Terms of Use ("Platform Terms").

By submitting a Project, requesting that SolarIQ assess, list, structure, market or introduce counterparties in relation to a Project, or otherwise using Project Owner or seller functionality made available through SolarIQ, you agree to these Seller Terms. Where you act on behalf of another organisation or Project owner, you represent and warrant that you have authority to bind that organisation and to submit the relevant Project.

These Seller Terms shall be read together with the Platform Terms and any other terms expressly applicable to a Project or Transaction. Capitalised terms not separately defined in these Seller Terms have the meanings given to them in the Platform Terms.

In the event of inconsistency between contractual documents, the following order of precedence shall apply: (a) any definitive Transaction Documents executed in respect of the relevant Transaction; (b) any Transaction-specific mandate, fee agreement, exclusivity agreement, confidentiality agreement or other expressly accepted terms; (c) these Seller Terms, in respect of matters specifically relating to Project Owners and Sellers; and (d) the Platform Terms.

These Seller Terms do not themselves oblige SolarIQ to accept, market, finance, acquire or complete a Transaction in relation to any Project.

"Authorised Representative" means any director, officer, employee, agent, adviser, consultant or other representative authorised to act for or on behalf of the Project Owner.

"Buyer" means any purchaser, Investor, funder, lender, asset manager, infrastructure fund, investment vehicle, strategic acquirer or other person introduced to or considering a Project.

"Definitive Transaction Documents" means the legally binding agreements entered into by the relevant parties to implement a Transaction.

"Investment Materials" means any teaser, investment memorandum, presentation, financial model, Data Room information, Project summary, Project Score, Investment Ready classification, due-diligence material or other document prepared or made available in relation to a Project.

"Project" means any renewable-energy, energy-transition, infrastructure or related project, asset, portfolio, company, special purpose vehicle, development opportunity or funding opportunity submitted to or processed through SolarIQ.

"Project Information" means all information, data, documents, statements, assumptions, models, communications and other materials supplied by or on behalf of a Project Owner in connection with a Project.

"Project Owner" or "Seller" means any developer, owner, shareholder, sponsor, originator, intermediary, authorised representative or other person submitting, representing or marketing a Project through SolarIQ.

"Transaction" means any proposed or completed sale, acquisition, investment, financing, funding, refinancing, joint venture, development arrangement or other commercial transaction relating to a Project.

By submitting a Project to SolarIQ, the Project Owner represents and warrants that it has the legal and contractual authority necessary to: (a) submit the Project; (b) provide the Project Information; (c) authorise SolarIQ to process the Project Information for the purposes contemplated by these Seller Terms; (d) permit authorised Investors, Buyers, funders and advisers to review the Project Information where access is granted; and (e) pursue or facilitate the proposed Transaction.

Where the Project Owner is acting on behalf of the legal owner of a Project or another principal, it represents that it has appropriate authority to do so. SolarIQ may require evidence of such authority at any time.

The Project Owner must not submit a Project where doing so would breach an exclusivity obligation, confidentiality obligation, agency restriction, fiduciary duty, contractual restriction or other legal obligation owed to a third party.

The Project Owner is responsible for the completeness and accuracy of Project Information supplied through or in connection with SolarIQ.

The Project Owner represents and warrants that, to the best of its knowledge and belief, all Project Information supplied by or on its behalf is: (a) accurate in all material respects; (b) not misleading by statement or omission; (c) reasonably current for the purpose for which it is supplied; (d) lawfully obtained; (e) provided with all necessary authority; and (f) not supplied in breach of any confidentiality, intellectual-property, privacy or other third-party right.

The Project Owner must not knowingly omit information where that omission would cause information supplied through SolarIQ to be materially misleading.

SolarIQ may rely upon Project Information when performing assessments, preparing Investment Materials, conducting matching or introducing a Project to potential counterparties. The Project Owner therefore acknowledges that inaccurate or incomplete Project Information may adversely affect the Project's assessment, marketing or Transaction process.

The Project Owner must notify SolarIQ without undue delay of any material change affecting a Project.

A material change includes any event or circumstance which may reasonably affect: (a) ownership; (b) authority to sell or finance the Project; (c) planning status; (d) grid status; (e) land or site rights; (f) development stage; (g) construction status; (h) generation assumptions; (i) financial information; (j) Project economics; (k) material contracts; (l) expected Transaction structure; (m) regulatory status; (n) litigation or material disputes; (o) insolvency risk; (p) exclusivity arrangements; (q) the availability of the Project for Transaction; or (r) information previously supplied to SolarIQ.

SolarIQ may require Project Information to be reconfirmed periodically. Failure to provide updated information may result in suspension or withdrawal of the Project from active circulation.

Submission of a Project does not create an obligation upon SolarIQ to accept, list, assess, market or circulate the Project.

SolarIQ may, acting reasonably and in accordance with its Platform processes: (a) accept the Project; (b) reject the Project; (c) place the Project on hold; (d) request additional information; (e) classify the Project as conditional or incomplete; (f) change the Project stage or classification; (g) restrict access; (h) suspend marketing; or (i) remove the Project from active circulation.

SolarIQ may make such decisions by reference to Project completeness, Project stage, Transaction suitability, information quality, legal or regulatory considerations, investor demand, Platform integrity or other legitimate commercial factors.

SolarIQ may assess Project Information using manual review, automated systems, artificial intelligence, external data sources, third-party specialists or a combination of those methods.

The assessment may consider matters including Project status, planning, grid, land rights, technical information, financial information, documentation, counterparty information, transaction structure and identified risk factors.

Any Project classification, Project Score, Investment Ready status, risk indication or other assessment reflects only the information available to SolarIQ and the methodology applied at the relevant time.

No SolarIQ assessment constitutes a certification, audit, valuation, warranty or guarantee concerning the Project.

A Project classified as Investment Ready has satisfied SolarIQ's then-current requirements for progression to the relevant controlled investor or transaction workflow.

Investment Ready status does not mean that: (a) all due diligence has been completed; (b) every material risk has been identified; (c) the Project is free from defects or liabilities; (d) title has been independently verified; (e) financial information has been audited; (f) an Investor has approved the Project; (g) funding has been secured; or (h) a Transaction will complete.

SolarIQ may amend or withdraw Investment Ready status where Project Information changes or new information becomes available.

The Project Owner authorises SolarIQ to use Project Information to prepare, structure, format, summarise and present Investment Materials for the purposes of Project assessment, investor matching, marketing and Transaction progression.

SolarIQ may use templates, standardised formats, summaries, automated extraction, analytics and other presentation tools when preparing Investment Materials.

The Project Owner remains responsible for the underlying factual information supplied by it. Where SolarIQ prepares a materially altered or summarised presentation of Project Information, SolarIQ may request approval before external circulation where reasonably appropriate.

The Project Owner must review any material document submitted to it for approval within a reasonable period and promptly identify any material inaccuracies.

Where a Project has been approved for circulation, the Project Owner authorises SolarIQ to make the Project available to appropriate potential Investors, Buyers, funders and advisers in accordance with the applicable Transaction process.

SolarIQ may determine the sequencing and level of disclosure appropriate to the Transaction, including use of: (a) anonymised summaries; (b) teasers; (c) limited Project profiles; (d) NDA-gated information; (e) controlled Data Rooms; and (f) full due-diligence materials.

SolarIQ is not obliged to disclose the identity of the Project Owner or Project at the initial marketing stage. SolarIQ shall not knowingly disclose information beyond the scope authorised by the Project Owner or applicable Transaction process.

SolarIQ may restrict the distribution of Project or investment-related information where it considers this necessary to comply with Applicable Law or regulatory requirements.

The Project Owner acknowledges that SolarIQ may require Project Materials to be provided only to certain categories of recipient or only after completion of eligibility, confidentiality or other controls.

The Project Owner must not require SolarIQ to publish or distribute material in a manner which SolarIQ reasonably considers may be unlawful or non-compliant.

The Project Owner may designate particular Project Information as confidential or commercially sensitive.

SolarIQ may establish different disclosure levels for different stages of a Transaction. The Project Owner acknowledges that effective marketing may require limited disclosure of Project characteristics before full Data Room access is granted.

SolarIQ will apply the confidentiality and access controls contemplated by the Platform Terms and applicable Transaction documentation. The Project Owner remains responsible for identifying any information which must not be disclosed without specific prior approval.

The Project Owner shall use reasonable care to ensure that documents made available in a Data Room are relevant, current and appropriately organised.

Where documents become superseded or materially inaccurate, the Project Owner must update, replace or withdraw them as appropriate. The Project Owner must not intentionally place documents in a Data Room which it knows it does not have authority to disclose.

SolarIQ may record access, downloads, document views, uploads and other Data Room activity in accordance with the Platform Terms and Privacy Notice.

The Project Owner is responsible for ensuring that it has appropriate rights or permissions to provide third-party materials through SolarIQ, which may include technical reports, financial models, planning documents, legal reports, surveys, engineering documents, grid correspondence, land documents and other professional materials.

Where a document may be relied upon only by specified persons or is subject to a professional reliance restriction, the Project Owner must clearly identify that restriction. SolarIQ is not responsible for expanding the permitted reliance on third-party professional materials.

Ownership of Project Information and intellectual-property rights belonging to the Project Owner remains with the Project Owner.

The Project Owner grants SolarIQ a non-exclusive, worldwide, royalty-free licence for the duration reasonably necessary to host, store, reproduce, process, analyse, structure, format, display and transmit Project Information for the purposes contemplated by these Seller Terms.

This licence does not transfer ownership of the Project or underlying intellectual property to SolarIQ.

SolarIQ may introduce the Project to potential Investors, Buyers, lenders, funders, advisers and other relevant counterparties.

An introduction may occur through the Platform, email, Data Room access, meeting, presentation, message, teaser circulation, disclosure of identity or another communication facilitated by SolarIQ.

The Project Owner acknowledges that SolarIQ may maintain records of introductions for Transaction-management, evidential and fee-protection purposes.

Where applicable Transaction or fee terms provide for protected introductions, the Project Owner must notify SolarIQ promptly if it considers that an introduced party was already independently known in relation to the specific Project or Transaction.

SolarIQ may request contemporaneous evidence of that prior relationship or prior knowledge.

A general relationship with an organisation, previous contact with an individual or historic unrelated Transaction shall not necessarily establish that the specific Project or Transaction was already known.

The Project Owner shall act in good faith in communications with Investors and other Transaction participants.

The Project Owner must not knowingly make a materially false or misleading statement concerning the Project, Transaction, ownership, development status, financial position, regulatory status or authority to transact.

Where SolarIQ is coordinating a structured Transaction process, the Project Owner shall use the agreed communication channels where reasonably requested in order to preserve an orderly and auditable process.

The Project Owner acknowledges that Investors and Buyers may conduct detailed due diligence before deciding whether to proceed.

The Project Owner shall use reasonable efforts to respond accurately and within a commercially reasonable period to legitimate due-diligence requests.

The Project Owner is not required by these Seller Terms to disclose information which it is legally prohibited from disclosing. Where information cannot be disclosed, the Project Owner should inform SolarIQ of the restriction where lawful and reasonably practicable.

SolarIQ may coordinate management meetings, adviser calls, technical sessions, site visits or other diligence activities.

Any physical site access remains subject to the Project Owner's approval, applicable health and safety requirements, confidentiality restrictions and any site-specific conditions.

SolarIQ is not responsible for the physical condition, safety or operation of a Project site unless expressly agreed otherwise in writing.

SolarIQ may facilitate receipt of expressions of interest, indicative valuations, funding proposals, letters of intent, heads of terms or other preliminary proposals from Investors or Buyers.

Unless expressly stated otherwise, such proposals are non-binding and subject to further diligence, approvals and Definitive Transaction Documents.

The Project Owner remains responsible for determining whether to accept, reject or negotiate a proposal. SolarIQ does not guarantee that any proposal will be made or remain available.

The Project Owner is not obliged to accept the highest offer, the earliest offer or any offer introduced through SolarIQ unless a separate binding agreement requires otherwise.

Similarly, SolarIQ is not authorised to accept an offer on behalf of the Project Owner unless that authority is expressly granted in writing.

SolarIQ may coordinate reasonable stages and procedures for progressing a Transaction, including Project screening, marketing, NDA execution, Data Room access, due diligence, management meetings, indicative offers, exclusivity, negotiations and closing.

The Project Owner shall provide reasonable cooperation necessary to administer the process.

SolarIQ may establish commercially reasonable deadlines for information, responses, offers or other Transaction steps. Failure to comply may affect the progress of the Transaction but shall not itself create a sale obligation.

These Seller Terms do not by themselves grant SolarIQ exclusivity over a Project.

Where the Project Owner and SolarIQ agree that a Project will be marketed or transacted on an exclusive basis, the scope, duration, permitted exceptions and consequences of that exclusivity shall be specified in separate written or electronically accepted terms.

During an agreed exclusivity period, the Project Owner shall comply with the applicable exclusivity restrictions and shall not knowingly take steps designed to defeat those restrictions.

Unless expressly agreed otherwise, the existence of an exclusivity arrangement does not oblige SolarIQ to achieve a Transaction.

Where a Project is not subject to exclusivity, the Project Owner may market or transact the Project through other channels, subject always to confidentiality obligations, protected introductions, agreed fees and other rights already arising in favour of SolarIQ.

The Project Owner shall pay fees to SolarIQ only where the relevant fee obligation has been validly agreed through applicable fee terms, a mandate, engagement letter, Platform acceptance process or Transaction-specific agreement.

Such fees may, where agreed and legally permissible, include platform fees, service fees, introduction fees, success fees, transaction fees, arrangement fees or other agreed charges.

The applicable commercial terms shall specify the fee payer, fee basis, amount or calculation method, payment trigger, payment timing, protection period and any applicable VAT or taxes.

Nothing in these Seller Terms creates a Transaction fee where no such fee has otherwise been agreed.

Where Transaction fees apply, the relevant fee agreement may provide that a fee becomes payable upon one or more specified events, which may include execution of binding Transaction Documents, financial close, completion, transfer of ownership, first funding, refinancing or another expressly agreed milestone.

No fee trigger shall be inferred merely from a Project being submitted to the Platform.

Where SolarIQ introduces an Investor, Buyer, Funder or other counterparty and the introduction is protected under applicable fee or Transaction terms, the Project Owner shall comply with the relevant protected-introduction provisions.

The Project Owner must not deliberately structure, route, assign 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, the protection may extend to a Transaction completed through: (a) an Affiliate; (b) a related investment vehicle; (c) a nominee; (d) a connected person; (e) a special purpose vehicle; (f) another entity within the same corporate group; or (g) a materially restructured Transaction producing substantially the same commercial result.

Moving communications, diligence, negotiations or completion outside SolarIQ does not of itself extinguish a fee obligation already created under applicable terms. Nothing in this clause creates a fee where none has otherwise been agreed.

Where a protected counterparty acquires, finances or otherwise transacts in relation to the Project during an applicable protection period, any agreed SolarIQ fee shall remain payable in accordance with the relevant fee agreement even where the final structure differs from the structure originally contemplated.

This may include, where covered by the applicable fee terms, a share sale, asset sale, refinancing, forward purchase, joint venture, subscription, development funding or other materially equivalent Transaction.

The Project Owner may request withdrawal of a Project from active marketing subject to any existing contractual rights, exclusivity arrangements, protected introductions and accrued fee obligations.

Withdrawal does not retrospectively extinguish rights relating to: (a) prior introductions; (b) confidentiality; (c) accrued fees; (d) agreed protection periods; (e) binding exclusivity obligations; or (f) Transactions already in progress under separate agreements.

SolarIQ may retain appropriate records of the withdrawn Project for legal, evidential, compliance and contractual purposes.

The Project Owner must promptly notify SolarIQ if the Project is sold, financed, withdrawn, placed under exclusivity, materially restructured or otherwise becomes unavailable while it remains active on SolarIQ.

This obligation is intended to ensure that the Platform does not continue presenting an opportunity which is no longer available.

The Project Owner must inform SolarIQ where another sales, financing or investment process is likely materially to affect availability of the Project or a Transaction being managed through SolarIQ.

The Project Owner is not required to disclose confidential details of a competing process beyond what is reasonably necessary to prevent misleading treatment of the Project as available.

SolarIQ does not guarantee that: (a) the Project will attract Investor interest; (b) any Investor will enter the Data Room; (c) any offer will be received; (d) any valuation or pricing expectation will be achieved; (e) financing will be available; (f) any Investor will complete diligence; or (g) a Transaction will complete.

The Project Owner remains responsible for its own commercial decisions concerning the Project.

The Project Owner shall comply with Applicable Law in connection with the Project and the Transaction.

The Project Owner must not use SolarIQ in connection with fraud, money laundering, sanctions evasion, bribery, corruption, unlawful financing, misleading financial promotions or other unlawful activity.

SolarIQ may request information reasonably required for identity, corporate, beneficial ownership, sanctions, fraud-prevention or other compliance purposes.

Where reasonably requested, the Project Owner shall provide information concerning the legal and beneficial ownership of the Project, Project company or selling entity.

The Project Owner must notify SolarIQ of any material ownership change occurring while the Project is active on the Platform.

SolarIQ may suspend a Project where ownership or authority to transact cannot reasonably be established.

The Project Owner represents that, to the best of its knowledge following reasonable checks, neither the Project Owner nor any person directly controlling it is subject to sanctions which would make the relevant Transaction unlawful.

The Project Owner must promptly notify SolarIQ if it becomes aware of a sanctions matter which may materially affect a Project or Transaction. SolarIQ may suspend access or distribution immediately where it reasonably identifies a sanctions or financial-crime concern.

SolarIQ may facilitate engagement with legal, technical, financial, insurance or other advisers or service providers. Unless expressly agreed otherwise, such providers act independently and remain responsible for their own work.

The Project Owner remains responsible for determining whether a particular provider is appropriate for its needs.

Where SolarIQ uses AI or automated systems to summarise, structure, classify or analyse Project Information, the Project Owner acknowledges that such outputs may contain errors or omissions.

The Project Owner should review any material AI-generated output supplied to it for approval or use in a Transaction and notify SolarIQ of known material inaccuracies.

The Project Owner must ensure that personal data contained in Project Information has been lawfully obtained and may lawfully be disclosed and processed for the relevant Transaction purposes.

Personal data processed by SolarIQ will be handled in accordance with the SolarIQ Privacy Notice, Applicable Law and, where relevant, any applicable Data Processing Agreement. The Project Owner should avoid uploading personal data which is unnecessary for the relevant Project or Transaction.

Without limiting any indemnity contained in the Platform Terms, the Project Owner shall, to the fullest extent permitted by law, indemnify the Company against third-party claims, liabilities, damages and reasonable professional costs arising directly from: (a) Project Information which the Project Owner was not authorised to provide; (b) a knowingly false or materially misleading representation concerning the Project; (c) infringement by Project Information of a third party's intellectual-property rights; (d) a material breach of confidentiality by the Project Owner; (e) the Project Owner's unlawful use of the Platform; (f) the Project Owner representing that it had authority to transact where it did not; or (g) the Project Owner's deliberate circumvention of an agreed protected introduction, except to the extent that the relevant liability was caused by the Company's own negligence, breach or unlawful conduct.

The exclusions, limitations and liability cap contained in the Platform Terms apply to these Seller Terms and to SolarIQ's provision of Project Owner functionality unless a separate written agreement expressly provides otherwise.

For the avoidance of doubt, SolarIQ shall not be liable merely because: (a) a Project fails to attract Investor interest; (b) an Investor withdraws; (c) a proposed Transaction does not complete; (d) a valuation expectation is not achieved; (e) financing becomes unavailable; (f) due diligence identifies adverse matters; (g) a Project is delayed, reclassified or rejected; or (h) an Investor or other counterparty defaults.

Nothing in this clause excludes liability which cannot lawfully be excluded.

SolarIQ may suspend or remove a Project where it reasonably believes that: (a) Project Information may be materially inaccurate or misleading; (b) authority to submit or transact cannot be verified; (c) the Project is no longer available; (d) a confidentiality or legal restriction prevents continued circulation; (e) sanctions, fraud or regulatory concerns arise; (f) the Project Owner has materially breached these Seller Terms; (g) an agreed fee remains unpaid; or (h) continued circulation may expose SolarIQ or another user to material legal, regulatory, security or commercial risk.

Where reasonably practicable, SolarIQ will notify the Project Owner of the reason for suspension or removal unless doing so would prejudice legal, regulatory, security or fraud-prevention measures.

Nothing in these Seller Terms creates a partnership, joint venture, fiduciary relationship or general agency between SolarIQ and the Project Owner.

SolarIQ has no authority to bind the Project Owner, accept an offer, sell a Project or enter into Transaction Documents on the Project Owner's behalf unless such authority is expressly granted in writing. The Project Owner has no authority to bind SolarIQ.

SolarIQ may amend these Seller Terms in accordance with the amendment provisions contained in the Platform Terms.

An amendment shall not retrospectively vary an agreed fee, exclusivity arrangement, confidentiality obligation, protected-introduction period or Transaction-specific contractual right except with the agreement of the relevant parties or where required by Applicable Law.

These Seller 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 Seller 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

Legal notices and formal communications shall be delivered in accordance with the notice provisions contained in the Platform Terms.