Last Updated: 23.05.2023(the “Effective Date”)
These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other online services, including a system in which a record of transactions made in data-driven digital assets are maintained across several computers that are linked in a peer-to-peer network. The data-driven digital assets (as defined below) made available therein (collectively, the “Services”) provided or made available by Green Energy Allies GmbH and its affiliates and related entities (“Green Energy Allies”, “GEA”, “we” or “us”) , together with its subsidiaries, nominees and assigns. References to “you” and “your” include any entity you represent. By using our Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 18, do not access or use our Services. If you have any questions about these Terms or our Services, please contact us via our contact us page from the website. Capitalized terms used but not defined in these Terms have the meanings ascribed to them in Section 25.
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 18, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 18.
BY ACCESSING THE SERVICES, YOU (a) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND (b) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND THEREBY, IN YOUR INDIVIDUAL CAPACITY AND FOR AND ON BEHALF OF ANY ENTITY FOR WHICH YOU USE THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY, AND ARE LEGALLY COMPETENT, TO ENTER INTO THESE TERMS. If you use the Services on behalf of another person or entity, (i) all references to “you” throughout these Terms will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
We may modify these Terms without prior notice to you, in our sole and absolute discretion, and any revisions to these Terms will be effective when posted on the Services, updating the date at the top of these Terms, or as we otherwise indicate via email. Unless we state otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. In addition, we may modify and amend the Definitive Agreements without prior notice to you, in our sole and absolute discretion, and any amendments to the Definitive Agreements will supersede such provisions of these Terms which are in conflict with the provisions of the amended Definitive Agreements, and the Terms shall automatically be amended accordingly. The amended Definitive Agreements shall be made available here, alternatively provided to you via email, and shall be effective immediately after we provide such notice to you. If you do not agree to the amended Terms, you must stop using the Services.
The Services.
1.1 General. We provide an online commercial transaction through which Account Holders may Order and Purchase DI’s. In addition, for each Project, we facilitate DI Owner Agreements between Solar DI Owners and GEA, for the purpose of Deploying the Solar DI, together with Solar Equipment we acquire and own.
1.2 Once you’ve identified a renewable energy project under development that meets your needs and you’re ready to proceed with a Digital Identifier agreement (DI), you’ll be presented with terms and conditions of the contract. By entering into negotiations, you are indicating your intent to procure the equivalent energy that will be generated by the projects.
1.3 Projects. We conduct an analysis of each potential Project to determine its suitability to be featured on our Services. We display on the Services our reasonable estimates of each Project’s potential performance, including the estimated solar yield and estimated future revenue for the full term of the DI Owner Agreement.
1.4 Project Information. Once we have determined a Project’s suitability, we make accessible on the Services the Project Information Document, which includes information we provide and Third-Party Information relevant to such Project, as part of a Project Offering.
1.5 Additional Services. The Services may also include additional services relating to the origination, engineering, and operating and maintenance of new Projects, and additional services in relation to Accounts and Project Offerings, as required.
Privacy.
For information about how we collect, use, share or otherwise process your Personal Information, please see our Privacy Policy (our “Privacy Policy”). Our Privacy Policy forms part of these Terms. By agreeing to these Terms, you also agree to our collection, use, sharing, and processing of your Personal Information in accordance with our Privacy Policy.
Certain Disclaimers.
The following disclaimers supplement the disclaimers made in our Disclaimer, which are incorporated by reference herein:
2.1 General. We do not control, endorse or take responsibility for any Third-Party Information available on or linked to our Services. Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You assume the entire risk as to the quality and performance of the Services. In addition, GEA does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While GEA attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. Any Third-Party Information provided to you (including information regarding the risk profile of any Project) may not be accurate. You should not wholly rely on the Project Information Document in determining whether to enter into a contractual relationship. ALL INFORMATION IN THE SERVICES AND THE PROJECT INFORMATION DOCUMENT WITH RESPECT TO THE QUALITY OR SUITABILITY OF ANY PROJECT, SOLAR DIs,, DI OWNER AGREEMENT, OR ANTICIPATED INCOME (INCLUDING, WITHOUT LIMITATION) ARE ESTIMATES ONLY AND ARE NON-BINDING AND DO NOT CONSTITUTE AN ENDORSEMENT BY GEA OF THE QUALITY OR SUITABILITY THEREOF.
2.2 Laws and Regulations. Without limiting the generality of the disclaimers set forth in this Section 3, GEA makes no representations or warranties whatsoever as to whether the Services are compliant with any laws, regulations, rules, or ordinances of any jurisdiction. You acknowledge and agree that no regulatory authority has examined or approved of the Services and that GEA is not a broker-dealer or regulated by The Financial Market Authority (FMA), nor is GEA providing tax or legal advice to you, nor is GEA a financial services provider (“FSP”) in terms of The Financial Market Authority. You represent and warrant that you have conducted or will conduct satisfactory due diligence before trading, processing, storing, holding, tracking, managing, issuing, accepting, or otherwise transacting in data-driven digital assets, without limitation, that you have sought (or will seek) independent financial and/or legal advice where necessary or appropriate.
2.3 Digital assets Risks. We may publish Blockchain Information… GEA DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS (INCLUDING WITHOUT LIMITATION ANY BLOCKCHAIN SOFTWARE OR TECHNOLOGY AND/OR ANY OTHER CODE OPERATING ON OR EXECUTING IN CONNECTION WITH SUCH SOFTWARE OR TECHNOLOGY) WHICH GOVERN THE OPERATION OF DIGITAL CURRENCY, “TOKENS” (COLLECTIVELY, “TOKENS”), OR OTHER COMPUTERIZED TRANSACTION PROTOCOLS INTENDED TO DIGITALLY FACILITATE, VERIFY, OR ENFORCE THE NEGOTIATION OR PERFORMANCE OF A CONTRACT (INCLUDING, WITHOUT LIMITATION, THOSE THAT TAKE PLACE ON A BLOCK-CHAIN) (COLLECTIVELY, “SMART CONTRACTS”). IN GENERAL, THE UNDERLYING PROTOCOLS ARE OPEN-SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE: (A) THAT GEA IS NOT RESPONSIBLE FOR OPERATION OF THE UNDERLYING PROTOCOLS AND THAT GEA MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY; (B) THAT THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES, AND THAT SUCH RULE CHANGES MAY MATERIALLY AFFECT THE VALUE, FUNCTION, AND/OR EVEN THE NAME OF THE DIGITAL ASSETS, AND/OR SMART CONTRACTS; AND © THE RISK OF LOSS IN PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL ASSETS, AND/OR SMART CONTRACTS CAN BE SUBSTANTIAL AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN SUCH DIGITAL ASSETS, AND/OR SMART CONTRACTS, INCLUDING WITHOUT LIMITATION PRICE VOLATILITY RISKS, SECURITY RISKS, RISKS OF LOSS AND ANY OTHER RISKS. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL ASSETS, AND/OR SMART CONTRACTS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. GEA WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT YOU OR ANY OTHER THIRD PARTY MAY INCUR AS A RESULT OF TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL ASSETS, AND/OR SMART CONTRACTS. You represent and warrant that you have sufficient understanding of Digital Assets storage mechanisms, and Block-chain technology to understand these Terms and to appreciate the risks and implications of accepting Digital Assets. You are responsible for implementing reasonable measures for securing your Digital Assets and any other address, wallet, vault, or other storage mechanism you use to receive, hold, or access the digital assets received from GEA, including any requisite private keys or other credentials necessary to access such storage mechanisms. If your private keys or other access credentials are lost, you may lose access to your digital assets. You expressly acknowledge and agree that GEA will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to GEA digital assets your failure to implement reasonable measures to secure the Digital Assets or any other, vault, or other storage mechanism you use to receive and hold the digital assets or the relevant access credentials, or (y) the loss of or unauthorized use of any of your access credentials. “Digital assets” means a web-based application or hardware-based device used to hold, spend, receive, and track the digital assets. You represent and warrant that you are not (i) a citizen or resident of a geographic area in which use o fDigital Assets is prohibited by law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to EU. or other applicable sanctions or embargoes
2.4 Transacting Risks. ALTHOUGH GEA TAKES CERTAIN REASONABLE STEPS TO DETERMINE SUITABILITY OF PROJECTS AND BY BECOMING A SOLAR DI OWNER YOU FULLY ACCEPT ALL RISKS ASSOCIATED WITH DEPLOYMENT OF THE SOLAR DIs, INCLUDING BUT NOT LIMITED TO THE RISK THAT A SOLAR PANEL FAILS TO GENERATE THE AMOUNT OF THE PROJECTED SOLAR DI OWNER RENUE, THE RISK THAT THE SOLAR ASSET IS PARTIALLY OR COMPLETELY DESTROYED AND/OR LOST AND THE RISK THAT THE SOLAR DI PURCHASE PRICE IS COMPLETELY LOST. GEA as party to any DI Owner Agreement and has no control over the installation schedule or performance of the referenced Project, and will not be held responsible for any operational or financial performance failure, delay, payment delinquency, payment default, failure to realize insurance claims, theft, or other event leading to loss of Solar DI Owner Revenue or the purchase price of the Solar DI.
2.5 No Securities; No Investment Advice. None of the products or services made available via the Services (including, without limitation, any Solar DIs) are securities. Neither GEA nor any of its principals, directors, employees, or representatives are providing any investment or financial advice through your use of the Services.
GEA:
2.5.1 is not an investment adviser;
2.5.2 is not registered with the Securities and Exchange Commission or any state regulator;
2.5.3 is not a registered broker-dealer;
2.5.4 is not a FSP or a financial advisor and
2.5.5 is not regulated by The Financial Market Authority (FMA).
GEA does not endorse or recommend you or any third party to purchase, sell, trade, process, store, hold, track, manage, issue, or otherwise transact in any Solar DIs, securities, Digital Assets, or Smart Contracts and GEA will not be liable or responsible for any decisions you make to purchase, sell, trade, process, store, hold, track, manage, issue, or otherwise transact in any Solar DIs, securities, Digital Assets, or Smart Contracts, which such decisions are yours alone.
2.6 Third-Party Information. We may (a) provide information about, or links to, third-party products, services, activities or events, (b) allow third parties to make their content and information available on or through the Services, or © include in the Services (including information regarding GEA system in which a record of transactions made in data-driven digital assets and/or any Project Information Document) and/or Definitive Agreements certain financial, operational and other information of electricity Consumers, information related to the EPC, O&M, equipment manufacturers, surveyors and other third parties associated with our Projects, electricity tariffs in the Project Area, solar irradiance data, and/or data and forecasts for the solar equipment used in our Projects (collectively, “Third-Party Information”). We do not control or endorse, and make no representations or warranties regarding, any third parties or any Third-Party Information, and your interactions with such third parties and access to and use of such Third-Party Information is at your own risk.
Eligibility and Accounts
3.1 Username and Password. In order to become a Registered User to access portions of the Services and receive notifications from GEA, you will be required to create a username and password, and provide certain confidential Personal Information to us, such as your email address. You must be at least 18 years of age (or the age of legal majority where you reside) to create a username and password.
3.2 Requesting an Account; Information. If you wish to consider purchasing DIs for a specific Project, you must first create an Account. All DIs Owners must be Account Holders. In connection with the Account request process and disbursement of Payments or other payments herein, you agree to provide us with the information we request for the purposes of Onboarding Compliance, including identity verification, payment verification, and the detecting of money laundering, terrorist financing, fraud, or any other financial crimes, including, without limitation, certain Personal Information, Standing Instructions, and other information relevant to the request, and you permit us to keep a record of such information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. Your access to the Services and the limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your Personal Information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
3.3 Acceptance or Rejection. GEA may accept or reject all Account requests in its sole and absolute discretion.
3.4 Account Security. You must maintain the security of your Account. You may not permit others to use your Account credentials. If you discover or suspect that someone has accessed your Account without your permission, you must notify us promptly in writing. You are responsible for use of the Services in connection with your Account (including the making or acceptance of a binding offer or the entering into a contractual obligation). GEA reserves the right not to act on your instructions in its sole discretion, including, without limitation, if it believes that someone is using your Account in an unauthorized or fraudulent manner.
3.5 Balances, and Currencies. Account Holders may maintain Digital Asset Account Balances with us, which we will record in your Account Wallet, for the purpose of entering the commercial transactions contemplated on the Services, in these Terms and in the Definitive Agreements, including in respect of Future Projects. As of the Effective Date, Purchases may be made in all currencies.
3.6 Standing Instructions. A complete and correctly list a beneficiary name, bank account number and branch code must be submitted and used for the purchase of Solar DIs.
3.7 Suspending Inactive Accounts. In addition to, and without limiting GEA’s right to suspend Accounts at any time in its sole discretion with or without notice to you, GEA will suspend your Accounts with no transaction history for a continuous period of ten (10) years. GEA will use reasonable efforts to notify you prior to suspension by sending an email to the email address we have on file. If your Account remains inactive within thirty (30) days after we last notify you via email, we will suspend it.
3.8 Terminating Accounts. You may terminate your Account with written notice to GEA. Upon our receipt of your termination, we will use reasonable efforts to return your Account Balance to the bank account you have on file with us and terminate your Account if requested to do so. We will arrange for Payment Processing, net of Transaction Expenses, and will arrange payment of your Account Balance within a reasonable time period after your request; provided, however, that (a) we may, in our sole discretion, decline to return Account Balances of less than the equivalent of EUR €10 in Project Currency, net of Transaction Fees and (b) you acknowledge that you are responsible for maintaining up-to-date and accurate bank account information and if such information is or becomes inaccurate, GEA will be unable to return any Account Balances or other amounts to you. Termination of your Account does terminate any DI Owner Agreements to which a Solar DI Owner is already bound. If you terminate an Account, you will not be subject to the surviving provisions of these Terms and will not remain subject to the provisions of DI Owner Agreements into which you have already entered.
Projects.
4.1 Project Offerings. From time to time, GEA will arrange Project Offerings for Prospective Projects or Pre-Built Projects, making accessible to Account Holders on the Services the Project Information Documents, DI Owner Agreements and other information for their consideration. The Services will indicate the Price Per DI and, in cases of Prospective Projects, will include the Target DI Amount and may include a Target Amount. We will periodically calculate and communicate the Ordered DI Amount, and the number of Solar DI’s remaining to be Purchased.
4.2 Submitting Orders. After you have read the Project Information Documents and related information and decided to Order the Payment Processing may be arranged through any Eligible Currency, including EUR or any other currency for an additional fee, and through any means including Visa, MasterCard, Diners or American Express Cards or by bank transfer, the details of which will be provided for each Project Offering.
4.3 Payment Gateway. It is recorded herein that GEA shall make use of services provided Stripe Payments Europe, Ltd. (“Stripe”), or such other approved payment gateway for European Banks, as may be determined by GEA from time to time. You will be required to enter such details on Stripe’s secure site during purchase as may be required by Stripe, or other approved gateway, if applicable. . For more details on Stripe, and to view their security certificate and policy, you are encouraged to visit www.stripe.com.
4.4 Validating Orders. We will validate your Order in our sole discretion upon receipt of proof of payment or confirmation. We may refuse to process an Order, deposit Order funds, or honor requests for sales, for any reason, in our sole and absolute discretion. By submitting an Order, you (a) represent and warrant that you have read and understood all information provided in respect of a Project, included but not limited to as provided in the Project Information Documents (including all risk factors described in the Project Information Documents), the Definitive Agreements and any financial and technical information as may be provided, as well as any online comments and (b) agree, in so doing, that you enter into, and shall be bound by the terms of the DI Owner Agreement, which will become effective upon Project Offering End. Prior to Project Offering End or our cancellation of the Project Offering, you cannot cancel Orders, except in the case of manifest error.
4.5 Closing. When the available Solar DI In a Pre-Built Project is sold or Target DI Amount (and Target Amount, if relevant) in a Prospective Project are achieved, we will cease accepting Orders on the Services and will announce Project Offering End. We may communicate this suddenly and without prior notice. The foreign exchange rates we use, and Transaction Expenses, will be determined in our sole and absolute discretion. Once we complete the Project Offering, we will distribute the funds as follows:
4.5.1 in Pre-Built Projects, to GEA for its benefit; and
4.5.2 in Prospective Projects, ordinarily as follows:
(i) first, to GEA, a fee for services in arranging the Project Offering;
(ii) second, to the EPC, to pay the turnkey EPC contract price, which will be allocated to pay (1) fees, costs and expenses associated with the engineering, procurement and installation of the Project; (2) purchase price of solar photovoltaic modules, and (3) purchase price of the Solar Equipment, which will be owned by GEA;
(iii) third, for the payment of any initial Taxes due and any required licensing fees;
(iv) fourth, to the Insurance Providers, if applicable, for insurance policy premiums;
(v) fifth, if applicable, for deposit to a segregated bank account at a bank for the Project, to be allocated to Project repairs and replacement of equipment as may be necessary.
4.6 EPC Testing and Solar DI Owner Revenue. All Projects are subject to testing by the EPC and the EPC’s determination of Project compliance with all Project Area regulations, if any, and standards and the EPC and GEA sign the final completion certificate (CoC) confirming the system has been installed and is operational. When GEA determines that the Project is capable of operation, we will declare the Commercial Operation Date (“COD”) on the Services, at which time the Solar DI Owner Revenue may begin to accrue (provided, however, that in the case of Pre-Built Projects for which the COD is prior to the date of Confirmation, Solar DI Owner Revenue will accrue beginning on the Confirmation date). Solar DI Owner Revenue will not accrue (a) prior to the COD or (b) to Solar DI that are not Deployed. Notwithstanding, and should Early Energy be consumed by the National Energy Grid, Solar DI Owner Revenue shall accrue in respect of Solar DI Deployed in such Early Energy consumed.
4.7 Confirmations and Disclosures of Performance. Following successful Purchase of a Solar DI on the Services, you will be able to view a Confirmation on a private password-protected part of the Services you will be able to monitor on the Services the operational and financial performance of that Project in which your Solar DI have been Deployed.
4.8 Solar DI Not Guaranteed. Purchase of Solar DI is subject to availability, receipt of payment, and the engineering, procurement, installation and testing schedule of a Project. In cases that Solar DI becomes unavailable, GEA will use commercially reasonable efforts to, offer future Projects.
4.9 No Security. You may not pledge or otherwise hypothesize any portion of your interest in a Solar DI as security or collateral for any debt or obligation.
Relocation.
GEA may at any time during the currency of the Projects lifespan (20 years), at the request of the National Authorities Reglementation Energy or at it’s own consideration, but without any further consent having to be obtained from the Solar DI’s Owners, move or relocate the Project to a different site from the one originally determined as the Project site. GEA shall pay all reasonable costs associated with the removal and relocation of the Project. The relocation will be managed so as to have the least possible impact on the future economic viability of the Project.
DI Owner Agreements and Solar DI Owner Revenue.
5.1 General. Each nation and jurisdiction has its own laws and regulations governing the offering of financial and other products that enable a purchaser to earn income over time. In the event GEA reasonably determines that the sale of Solar DI’s and subsequent payment of Solar DI Owner Revenue in excess of the original purchase price would require GEA to register the sale as a securities offering, or obtain an exemption under securities laws or regulations in the Owner’s jurisdiction, GEA has the option to not pay the Owner Solar DI Owner Revenue in excess of the original Solar DI purchase price, and instead donate only those excess Solar DI Owner Revenue amounts received from the Project to a charity selected by the Owner.
5.2 DI Owner Agreement Terms. Solar DI Owners will enter into and be bound by the terms of the relevant DI Owner Agreement. Without detracting from the generality of the aforegoing, the Solar DI Owners will be bound by the Buy-Out options as contained in the DI Owner Agreement. GEA may from time to time, if we are of the view, in our sole and absolute discretion, that it is reasonably necessary to amend or update DI Owner Agreements, then, without notice to Solar DI Owners, it shall be entitled to amend or update the Solar DI Agreements. Such amendment shall take effect immediately upon it being published on these Services or, if applicable, provided by way of email to Solar DI Owners.
5.3 Solar DI Revenue. Subject to the terms and conditions of each DI Owner Agreement, Solar DI Owner Revenue for each individual Project will only be credited to the Account Wallet of a Solar DI Owners to the extent sufficient funds are available from funds actually received by GEA from the energy offtakers in respect of such Project, after deduction of all taxes, fees, costs, expenses, insurance policy deductibles, Transaction Expenses, and scheduled deposits to maintenance reserves GEA shall calculate the Solar DI Owner Revenue in Project Currency on the Calculation Dates and for the Calculation Periods as set out in the DI Owner Agreement. All amounts credited to the Owner Wallet shall be held by GEA, until payment dates or thereof is requested by the Solar DI Owner, upon which it shall be paid in Solar DI as soon as reasonably possible after a payment request from the Solar DI Owner, subject to the provisions of the DI Owner Agreement.
5.4 Foreign Exchange Disruption Event. In the event a foreign exchange Disruption Event occurs such that Solar DI Owner Revenue cannot be paid in the Project Currency, GEA will endeavor to have Solar DI Owner Revenue obligations settled with a Non-Deliverable Substitute currency.
5.5 Taxes. Owners are individually responsible for all Taxes assessed on Solar DI Owner Revenue after payment by GEA. GEA will pay Solar DI Owner Revenue net of any Taxes assessed by any Governmental Authority on the Project. In addition, DI Owners will not be entitled to be refunded for any VAT expense which was successfully recouped from any Governmental Authority. GEA shall be entitled to utilize any amounts so recouped to defray any Project Expenses.
Authorized GEA Actions. BY PURCHASING A SOLAR DI, YOU AUTHORIZE GEA TO TAKE THE ACTIONS SET FORTH IN THIS SECTION 8.
6.1 Entry into Definitive Agreements. You authorize GEA to enter into and amend Definitive Agreements for Projects, including but not limited to, EPC agreements, O&M agreements, solar energy site lease agreements, solar energy easement agreements, Insurance agreements, and other agreements as may become necessary to design, construct, install, test, operate and repair such Project over the term of the DI Owner Agreement. You authorize GEA to implement the Definitive Agreements and to take all such steps contemplated by the Definitive Agreements and to exercise all and any rights pursuant thereto. In the event of a conflict between the Definitive Agreements and these Terms, the provisions of the Definitive Agreements shall prevail.
6.2 Receipt of Funds. You authorize GEA to make all endeavors required by applicable law and standard practices for an organization of its nature receiving funds from third parties, to avoid any person or entity failing to satisfy Onboarding Compliance to become Owners. If GEA becomes aware that an Owner is blacklisted or in breach of the restrictions contemplated, GEA will cancel such Owner’s Accounts and refund and refinance their Solar DI with immediate effect.
6.3 Deed of Assignment and Nomination. You authorize GEA to conclude a deed of assignment in respect of each Definitive Agreement. In addition, you authorize GEA to nominate or assign a related entity, including a trust, in respect of each Definitive Agreement, in terms of which all rights and obligations in respect of GEA shall transfer to such nominee.
6.4 Initiation of Legal and Other Claims. You authorize GEA to initiate and continue with any (a) legal proceedings for recovery of Consumer Rentals, damages or other recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of the GEA and the Solar DI Owners as against the Consumer of any third party and (b) claims under manufacturer warranties, insurance policies or reinsurance policies related to the Project.
6.5 Payment of Project Costs. You authorize GEA to pay Taxes, O&M and other expenses, repair costs, insurance premiums, deposits to reserves, Transaction Expenses and all other costs as the case may require, for the purpose of keeping the Project operating securely and at a satisfactory performance level. You agree that such costs will be deducted from revenues received by GEA prior to distribution of Solar DI Owner Revenue to Solar DI Owners.
6.6 Facilitation of Meetings. You authorize GEA to facilitate physical and virtual general meetings of Solar DI Owners to discuss events having Material Adverse Effect on the Project, and arrange proxy voting, as required.8.9 Monitoring Performance. You authorize GEA to monitor and maintain performance data for Deployed Solar DIs, and to make available to the general public such data on the Services, subject to GEA not releasing information regarding the Owners’ identities.
6.7 Facilitation of Project Processes. You authorize GEA Parties to install smart billing meters, Internet-of-Things data loggers, software on the Block-chain, and other software to facilitate the transparency and automation of Projects’ operational and financial processes, the payment of Taxes, fees and expenses, and the distribution of Solar DI Owner Revenue to Solar DI Owners.
Default or Termination of Project or Lease.
7.1 At the termination of the GEA Land Lease, for any reason, the Solar DI Owner shall, unless otherwise agreed or expressly provided for elsewhere to the contrary, have no entitlement to the return of the Solar DIs, and GEA shall be entitled to either (i) enter into a new or extended agreement with the Land Leaser in respect of the Solar DIs, or (ii) sell the Solar DIs to the Consumer or a third party at the residual value (if any) thereof.
7.2 Initiation and Continuation of Legal Claims. GEA may initiate and continue with any legal claims for damages or recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of the GEA and the Solar DI Owners;
7.3 Cancelation of Project. GEA RESERVES THE RIGHT TO CANCEL A PROJECT WITHOUT NOTICE AND TO CREDIT THE ACCOUNT WALLET OF THE ACCOUNT HOLDER INSOFAR AS ANY AMOUNT HELD BY GEA FOR THE ACCOUNT HOLDER HAS NOT BEEN SO CREDITED AND, IF SO REQUIRED BY THE ACCOUNT HOLDER, GEA SHALL PAY THE AMOUNT SO HELD TO THE ACCOUNT HOLDER IN PROJECT CURRENCY AS SOON AS REASONABLY POSSIBLE AFTER A PAYMENT REQUEST FROM THE SOLAR DI OWNER, SUBJECT TO THE PROVISIONS OF THE DI OWNER AGREEMENT
Indemnification.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless GEA and our officers, directors, shareholders, agents, partners and employees (individually and collectively, the “GEA Parties”) from and against any losses, liabilities, claims, demands, actions, proceedings, damages, expenses or costs (“Claims”) arising out of or related to your actual or alleged (a) breach of these Terms or improper use of the Services, (b) negligence or willful misconduct, or © breach of any law or the actual or alleged rights of a third party. You must cooperate with the GEA Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees and expenses). You also agree that GEA may control the defense and settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and GEA or the other GEA Parties.
Limitation of Liability.
To the fullest extent permitted by law, GEA and the other GEA Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits arising out of or in connection with the Services (including a breach of contract claim between you and another user), even if GEA or the other GEA Parties have been advised of the possibility of such damages. The total liability of GEA and the other GEA Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to an amount in Project Currency equal to the aggregate amount in Project Currency of Purchases made by you on the Services. The limitations set forth in this section will not limit or exclude liability for matters in which liability cannot be excluded or limited under applicable law, whether through gross negligence, fraud or intentional misconduct of GEA or the other GEA Parties. Additionally, some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
User Content
8.1 User Content. You may be required to upload content, including documents with respect to Onboarding Compliance and other materials (collectively, “User Content”) in order to use our Services. As between you and us and except for the license you grant below, you retain all rights in and to your User Content.
8.2 License to User Content. You hereby grant GEA a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, sub-licensable license to use, reproduce, prepare derivative works of, distribute copies of, perform, display, and otherwise exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. You understand that your User Content and any associated information in your account profile may be visible to other users of our Services. You may only provide User Content that is non-confidential and that you have all necessary rights to disclose.
8.3 Restrictions. You may not upload any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury or harm to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
Prohibited Conduct and Content.
9.1 No Violations. You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
9.1.1 Sell or resell our Services;
9.1.2 Copy, reproduce, distribute, publicly perform or publicly display all or a portion of our Services, except as expressly permitted by us or our licensors;
9.1.3 Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services;
9.1.4 Falsely describe, omit material information about, or misrepresent yourself, including whether you have the financial ability to enter into the transactions facilitated on the Services;
9.1.5 Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
9.1.6 Use or attempt to use another user’s Account without authorization from that user and GEA;
9.1.7 Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
9.1.8 Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
9.1.9 Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
9.1.10 Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
9.1.11 Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms or brings us into disrepute
9.2 Further Restrictions. In addition, you may not provide any User Content or Feedback (as defined below) that:
9.2.1 Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
9.2.2 Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
9.2.3 Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
9.2.4 Impersonates, or misrepresents your affiliation with any person or entity;
9.2.5 Contains any unsolicited promotions, political campaigning, advertising or solicitations;
9.2.6 Contains any private or personal information of a third party without such third party’s consent;
9.2.7 Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
9.2.8 Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose GEA or others to any harm or liability of any type.
Limited License; Copyright and Trademark
Our Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein are owned by or licensed to GEA and are protected under both Austrian and foreign laws. Except as explicitly stated in these Terms, GEA and our licensors reserve all rights in and to our Services. Subjects to these Terms, you are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to access and use our Services solely as expressly permitted by these Terms. Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted in these Terms.
“GEA,” “The Green Energy Allies,” and our logos, product or service names, slogans and the look and feel of the Services are our trademarks and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
Feedback.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about GEA, other users or our Services (collectively, “Feedback”), is non-confidential and will be owned by GEA. You hereby assign to us all of your rights, title and interest in and to such Feedback, including all intellectual property rights embodied in or related to such Feedback.
Copyright Complaints.
In accordance with Berne Convention and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify GEA’s Designated Agent as follows:
E-Mail Address: office@gea.energy
Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to GEA for certain costs and damages.
Arbitration Agreement.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with GEA and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are allowed under this arbitration agreement.
Except for small claims disputes in which you or GEA seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or GEA seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and GEA waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute that you have against GEA, you agree to first contact GEA and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to GEA by email at legal [at] office@gea.energy or by certified mail addressed toTuchlauben 7a, 1010 Wien, Austria. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and © set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and GEA cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may, as appropriate in accordance with this Section 18, submit the dispute to binding arbitration administered by the Vienna International Attribution Center (“VIAC”) or, where applicable, in court.
The tribunal will consist of three arbitrators or such other numbers as mutually agreed. The language to be used in the arbitral proceedings will be German. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
All submitted disputes will be resolved through confidential binding arbitration held in Vienna, Austria in accordance with the VIAC Streamlined Arbitration Rules and Procedures (“Rules”), which are available on the VIAC website and hereby incorporated by reference.
You either acknowledge and agree that you have read and understand the rules of VIAC or waive your opportunity to read the rules of VIAC and any claim that the rules of VIAC are unfair or should not apply for any reason.
You and GEA agree that any dispute arising out of or related to these Terms or our Services is personal to you and GEA and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and GEA agree that these Terms affect interstate commerce, and that the enforceability of this Section 18 will be substantively and procedurally governed by the Austrian Supreme Court ruling of 15 May 2019, docked no. 18 OCg 6/18h; confirmed recently by Austrian Supreme Court ruling of 2 March 2021, docked no. 18 OCg 10/19y, to the maximum extent permitted by applicable law. As limited by the Austrian Supreme Court (“OGH”), these Terms and the VIAC Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrators, GEA, and you will maintain the confidentiality of any proceedings, including but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrators will have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary.
You and GEA agree that for any arbitration you initiate, you will pay the filing fee and GEA will pay the remaining VIAC fees and costs. For any arbitration initiated by GEA, GEA will pay all VIAC fees and costs. You and GEA agree that the state or OGH of Austria sitting in Vienna, Austria have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within 1 year after such claim arose; otherwise, the claim is permanently barred, which means that you and GEA will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 18 by emailing us at office@gea.energy. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.
If any portion of this arbitration section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the arbitration section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this arbitration section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.
Governing Law and Venue.
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws Austria, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
If you are not domiciled or otherwise have a presence in Austria, then any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the competent courts of Vienna, Austria.
Changes to these Terms.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
Modifying and Terminating Our Services.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
Electronic Communications.
By creating an Account, you also consent to receive electronic communications from GEA (e.g., via email or by posting notices on our Services). You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
Severability.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Miscellaneous.
These Terms constitute the entire agreement between you and GEA relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 2-14 and 16-25 survive any expiration or termination of these terms. The failure of GEA to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.
Defined Terms.
When used in these Terms, the following terms have the following meanings:
10.1 “Account” means an account granted by GEA for the purpose of enabling people or entities satisfying international standard KYC and AML and FMA regulatory requirements, and not involved in Impermissible Activity, to Order and Purchase Solar DIs; to enter into DI Owner Agreements; to receive Solar DI Owner Revenue; and to perform related activities.
10.2 “Account Balances” means Digital Asset balances in the Account Wallet.
10.3 “Account Holder” means any person or entity who establishes and maintains a valid Account.
10.4 “Account Wallet” means the virtual wallet of a Solar DI Owner maintained by GEA in which all amounts paid by a Solar DI Owner to purchase Solar DIs and all amounts becoming payable to a Solar DI Owner by GEA in terms of the DI Owner Agreement, shall be credited and reflect.
10.5 “Block-chain” means a distributed database that maintains a continuously growing list of records called “blocks” in an open ledger. A system in which a record of transactions made in data-driven digital assets are maintained across several computers that are linked in a peer-to-peer network.
10.6 “Block-chain Information” means information GEA publishes on Block-chain.
10.7 “Calculation Dates” means the dates on which GEA will calculate, Available Rental, Project Expenses, and the Solar DI Owner Revenue.
10.8 “Calculation Period” means the period of time for which GEA will calculate, Available Rental, Project Expenses, and Solar DI Owner Revenue.
10.9 “DI Owner Agreement” means, with respect to each Project, the written agreement between the Owner and GEA governing the relationship between these two parties in relation to the Solar DIs.
10.10 “Confirmation” means an encrypted or private communication of the transacted Purchase terms on a private password-protected part of our Services. Such confirmation will include the price per DI, the Project name, Project Currency, number of DIs purchased, Solar DIs created and specifications, applicable Transaction Expenses, transaction date and time, and other information as the case may require.
10.11 “Definitive Agreements” means the DI Owner Agreement, EPC Agreement, O&M Agreement, insurance policies, any other documents, terms & conditions or agreements required by GEA to arrange for the financing of Projects and offering of Solar DIs.
10.12 “Delivery” means any form of constructive delivery allowed by law.
10.13 “Deployment” means the utilization of a Solar DI in a Project and “Deploy” and/or “Deploying” shall have a similar meaning.
10.14 “Electricity Price” means the amount of Project Currency to be paid by the NATIONAL GRID during any Calculation Period pursuant to the DI Owner Agreement.
10.15 “Eligible Currency” means the Project Currency or such other national eligible for Purchase of Solar DI for a Project, as indicated on the Services from time to time.
10.16 “EPC” means an engineering, procurement and construction company, responsible for design, purchase, and installation of the components of each Project.
10.17 “Governmental Authority” means any federal, state, municipal or local governmental authority, agency, or other entity having jurisdiction over the Project’s existence, operation, or value or status as an asset.
10.18 “Impermissible Activity” means:
10.18.1 Production or activities involving forced labor or child labor;
10.18.2 Production or trade in, or use of: (a) any product or activity deemed illegal under host country laws or regulations or international conventions and agreements; (b) weapons and munitions manufacture; © gambling, casinos, and equivalent enterprises; (d) any business relating to pornography or prostitution; (e) wildlife or wildlife products regulated under CITES (Convention on International Trade in Endangered Species or Wild Fauna and Flora); (f) hazardous materials;
10.18.3 Cross-border trade in waste and waste products, unless compliant with the Basel Convention and underlying regulations; and
10.18.4 Drift net fishing in the marine environment using nets in excess of 2.5 km in length.
10.19 “Insurance” means the insurance policies arranged by GEA Partnership SRL, GEA Energy Allies GmbH, or related entities, with respect to the Solar Plant.
10.20 “Insurance Provider” means the providers of Insurance selected by GEA.
10.21 “Material Adverse Effect” means any change, circumstance or event that, in the aggregate, will (i) have a material adverse effect on Owners or GEA, the Leasehold Interest or the Project, (ii) have a material adverse effect on the ability of Owners or GEA to perform their respective obligations under these Terms or the Solar DI Owner Agreement, and (iii) constitute or result, if true, in a material breach of any representation, warranty, covenant or agreement set forth in these Terms or the DI Owner Agreement.
10.22 “O&M” means the maintenance, management, repair and/or operation services in respect of each Project, which O&M may be provided by a third party contractor.
10.23 “Onboarding Compliance” means, with respect to a person or entity, confirmation of compliance with Know Your Customer, Anti-Money Laundering and FMA requirements, and confirmation no Impermissible Activity has occurred.
10.24 “Ordered DIs Amount” means the sum of the integer number of Solar DI that could be purchased, in light of foreign exchange rates and estimated Transaction Expenses at the time.
10.25 “Ordered, Order” means submission by an Account Holder to GEA via the Services an amount in an Eligible Currency with the intention of Purchasing one or multiple Solar DI for a Project upon Project Offering End.
10.26 “Owner” or “Solar DI Owner” means any person or entity that purchases one or more Solar DI using the Services.
10.27 “Payment Processing” means electronic funds transfer, debit order, credit card payment, or Block-chain transaction, following Standing Instructions, or as mutually agreed by a party and GEA at the time.
10.28 “Personal Information” means confidential information for personal identity verification and other information we require to ensure Onboarding Compliance. Personal Information also includes confidential financial and transaction-related information required to complete the commercial transactions contemplated on the Services and Block-chain.
10.29 “Pre-Built Projects” means Projects under construction and not yet operating, and fully constructed and operating Projects.
10.30 “Price Per DI” means the price payable in the Project Currency by Owners per Solar DI as reflected in the relevant Project Information Document and DI Owner Agreement.
10.31 “Project” means a particular project in terms of which Solar DI and Solar Equipment will be installed on the premises of a Land owned or leased by GEA as specified in the Project Information Document and Definitive Agreements and “Future Project” means a Project which may occur in future and which has not yet been identified or in respect of which, although identified, no Definitive Agreements have yet been concluded .
10.32 “Project Currency” means the currency denomination of the Project equipment purchase amount.
10.32 “Project Information Document” means, with respect to each Project, the proposal presented to prospective Owners with the details of the Project and corresponding Project Offering.
10.33 “Project Area” means the nation, state, or municipal area of the Project, for which Governmental Authority may be exercised.
10.34 “Project Offering” means a campaign run through the Services to sell certain assets of a particular Project.
10.35 “Project Offering End” means such time as we declare that the Target DIs Amount has been achieved, and if relevant, the Target Amount has been achieved, in GEA’s sole and absolute discretion
10.36 “Prospective Projects” means new potential Projects for which Solar DI and DI Owner Agreements are offered, and for which procurement and installation are subject to achieving the Target DIs Amount.
10.37 “Purchase” means valid purchase of a Solar DI by an Account Holder via the Services.
10.38 “Registered User” means a user that has provided a name, email address, and other Personal Information to gain access to certain portions of the Services.
10.38 “Solar Asset” means the solar electricity generation system of a Project, consisting of the Solar DI and the Solar Equipment.
10.40 “Solar Equipment” means the balance of equipment in each solar plant excluding the Solar DIs, forming the remaining infrastructure that enables the Solar DI to generate and deliver solar energy to the National Grid, including but not limited to cabling, structures, components of modules excluding photovoltaic DIs, mounting, inverters, optimizers, communication equipment, batteries, and meters.
10.41 “Standing Instructions” means, with respect to each Account, confidential payment and settlement instructions for each Eligible Currency, pre-determined by the Account Holder and provided to GEA. Standing Instructions are recorded by GEA as Personal Information.
10.42 “Solar DI Owner Revenue” means the lease rental amounts payable by GEA, their nominees or other related entities to Owners in terms of the DI Owner Agreement, with respect to the Solar DI revenue by the Solar DI Owners.
10.43 “Green Energy Allies GmbH” means The GEA Proprietary Limited (Company Registration No. 579388t) whose physical Tuchlauben 7a, 1010 Wien, Austria
10.44 “GEA Structure” means the structure through which solar electricity generation systems are acquired and eventually leased to Consumers.
10.45 “GEA Partnership SRL” or “The GEA Partnership” means The GEA Incorporated (Company Registration No. 45827203) Registered Office: Sibiu, Str. Distributiei, nr. 24.
10.46 “Target Amount” means an aggregate Project Currency amount that must be Ordered to achieve for Project Offering End.
10.47 “Target DIs Amount” means number of Solar DI for Prospective Projects that must be Ordered for in aggregate to achieve Project Offering End.
10.48 “Tax” means all taxes, charges, duties, levies, deductions, withholdings or fees of any kind whatsoever, or any amount payable arising out of the foregoing, imposed, levied, collected, withheld or assessed by a Governmental Authority, together with any penalties, fines or interest relating thereto.
10.49 “Transaction Expenses” means payment processing and transaction fees and expenses.
10.50 “VAT” means Value-Added Tax, or any other consumption tax levied or imposed by a Governmental Authority.