1 Definitions and interpretation
1.1 In the PUA, the following words and phrases have the meaning given below (unless the context otherwise requires). Specific defined terms may also be set out in the Agreement Details:
Agreement Details means the details outlining the User’s order for the Services.
Applicable Law means in each applicable jurisdiction, any applicable law, statute, bye‑law, regulation, order, regulatory policy, guidance or industry code, rule of court or directive or requirement of any Governmental Authority, delegated or subordinate legislation or notice of any Governmental Authority from time to time.
Approval means all applications, approvals, authorisations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority to develop, construct, operate, and maintain a Project and to perform all obligations under this PUA.
Authorised Co‑Users means the legal persons who are part of the User’s Group and who are identified as authorised co-users in the Agreement Details.
Available means that the relevant Services are available such that functionality can be accessed by Sub‑Users with no material loss of performance or functionality (Availability and Unavailable will be construed accordingly).
Brokerage Fees means the fees payable by the Investor User for transferring Tokens to another Investor User, as set out in the Agreement Details.
Business Day means a day other than a Saturday, Sunday or public holiday in Germany when banks in Berlin are open for business.
Business Hours means 8:30am to 5:30pm (CET) on Monday to Thursday and 8:30am to 5:00pm on Friday.
Cancellation Statement means a statement made in relation to the cancellation of a VCC issued in respect of a Project.
Change in Law means:
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in article 7 of these General Terms and Conditions.
Confirmation means an agreement between the Trustee and an Investor User, in implementation of the ERTCA between those same parties, in respect of the investment by the Investor User in a certain Project Listed on the Platform.
Control means the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement (and Controlled and the expression change of Control will be construed accordingly).
Corporate Social Responsibility means the decision-making and implementation process that guides all company activities in the protection and promotion of international human rights, labor and environmental standards and compliance with legal requirements within its operations and in its relations to the societies and communities where it operates.
Data Controller, Data Processor, Data Subject, Process/Processing, Personal Data, Personal Data Breach and Special Categories of Personal Data will have the same meaning as given to them in the Data Protection Laws.
Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in Germany including the General Data Protection Regulation ((EU) 2016/679) as transposed into German law and the Privacy and Electronic Communications Directive (2002/58/EC).
Default means any breach of the obligations by the Platform Provider in contract (including in respect of the indemnity at article 9.4 of the General Terms and Conditions), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise in connection with the performance or contemplated performance of the Services.
Delivered Token means a non‑fungible token created in respect of a certain Project, that represents a VCC that was issued in respect of said Project and that was already transferred to the Trustee’s VCC Registry Account.
Durability Period means the period during which (i) the CO2 represented by the VCCs of a certain Project is required to remain removed and sequestered from the atmosphere and (ii) the Reversal obligations under the ERPA will remain in full force and effect, as specified by the Relevant Scheme.
Economic Sanctions means any economic sanction or trade restriction imposed by any rule, regulation or statute of the European Union, the United Nations, the United Kingdom or the United States of America, including, without limitation, those administered by the Office of Foreign Assets Control of the United States Treasury Department (OFAC) and any other Applicable Laws imposing economic sanctions or trade restrictions.
Emission Reduction Project Token & Certificate Agreement or ERTCA means a framework agreement between the Trustee and an Investor User, allowing the Investor User to invest in Projects Listed on the Platform.
Encumbrance means any mortgage, charge, pledge, lien, assignment, security interest, title retention, preferential right, trust arrangement, contractual right of set off or any other security arrangement or arrangement in favour of any person or entity by way of security for the payment of a debt or any other monetary obligation.
Effective Date means the date specified as such in the Agreement Details.
Excluded Losses means:
Expected Token means a non‑fungible token created in respect of a certain Project, that represents a VCC that is expected to be issued in respect of said Project.
Fees means the fees and any other amounts payable by the User to the Platform Provider under the PUA, including (but not limited to) the Platform Fee, the Success Fee and the Brokerage Fee.
Force Majeure Event has the meaning given in article 13 of the General Terms and Conditions.
General Terms and Conditions means these general terms and conditions (as updated or replaced by the Platform Provider from time to time).
GHG Reduction means the reduction of GHG emissions, as defined under the Relevant Scheme.
GHG Removal means the removal of GHG emissions, as defined under the Relevant Scheme.
Government Authority means any national, state, provincial, local, tribal or municipal government, any political subdivision thereof or any other governmental, regulatory, quasi‑governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bur, or entity with authority to bind a Party at law.
Greenhouse Gases or GHGs means the six gases listed in annex A to the Kyoto Protocol (the Protocol that was adopted at the Third Conference of the parties to the UNFCCC in Kyoto, Japan on 11 December 1997).
Group means, in relation to any company, any other person or entity that directly or indirectly Controls, is Controlled by, or is under common Control with such company.
Insolvency Event means the occurrence of any of the following events in respect of the relevant entity (or any event analogous to any of the following in any jurisdiction):
Leakage means a decrease in CO2 sequestration or increase in CO2 emissions outside the boundaries of the Project as a result of implementation of the Project. Leakage may be caused by the shifting activities of people present in the Project area or by market effects whereby emission removals are countered by emissions created by shifts in supply of and demand for the products and services affected by the Project.
Listed Project means a Project for which the process described in article 3.1 of the General Terms and Conditions was completed in a satisfactory manner and which is subsequently listed on the Platform (Listing will be construed accordingly).
Minimum Term means the minimum term specified as such in the Agreement Details.
Payment Terms means the payment terms applicable from time to time as set out in the Agreement Details.
Permitted Unavailability means:
Platform Fees means the monthly platform fees payable by the User to the Platform Provider for the Subscriptions and Services under the PUA, as set out in the Agreement Details.
Platform Provider means the Party identified as such in the Agreement Details.
Platform Provider’s Material means content or other material provided or made available to (or for) the User by the Platform Provider from time to time, with the exception of the data provided by the Users of the Platform, including the User’s Data.
Platform Provider’s Personnel means all employees, staff, officers, individual contractors, other workers, agents and consultants, of the Platform Provider, the Platform Provider’s Group and/or any sub‑contractor who are engaged in the provision of the Services under the PUA from time to time.
Platform User Agreement or PUA means the agreement for the use of the Platform by the User, consisting of the General Terms and Conditions (as amended from time to time) and the Agreement Details.
Prohibited Material means any material that:
Project Details means any content, information, images, data and/or other materials in relation to a certain Project, which a Project Developer User (or a third party appointed by or acting on the Project Developer User’s behalf, or invited by the Project Developer User to utilise the Services (other than one of the Platform Provider’s Personnel)) uploads on the Platform from time to time, or which is made available to the Platform Provider by the Project Developer User from time to time and which is to be used or processed, in connection with the provision of the Services.
Emission Reduction Purchase Agreement or ERPA means an agreement between the Trustee and a Project Developer User regarding the realisation of a Project and the sale of the VCCs that are issued in respect of this Project.
Project Developer User means a User that is identified as such in the Agreement Details.
Relevant Scheme means the compliance standard (set by an independent third party) for the validation of the Project and the measurement, monitoring, quantification, registration, verification, issuance and transfer of eligible VCCs including, as applicable, all rules, requirements and guidance and as agreed between the Parties from time to time.
Required Investment Level means the exact amount of money a Project Developer User seeks to obtain from one or more Investment Users, through the sale of Expected Tokens, in order to realise a Project, as indicated in the Project Details.
Reversal Event means any event or circumstance occurring after Transfer of any VCC and during the Durability Period, whether intentional or unintentional, that results, or that is reasonably likely to result, in a Reversal.
Subscriptions means the subscriptions purchased by the User pursuant to the PUA which entitle Sub‑Users to access and use the Platform in accordance with the PUA as set out in the Agreement Details.
Subscription Misuse means:
Service provider User means a provider of one or more of the Support Services Project Developer Users can acquire via the Platform.
Subscription Term means the subscription term determined in the Agreement Details.
Subscription Year means in relation to:
Sub-Users List has the meaning given in article 2.5(d) of the General Terms and Conditions.
Success Fees means the fees identified as such in the Agreement Details.
Support Service means a service provided by a Service Provider User to a Project Developer User in respect of a Project.
Template ERPA means the template for an ERPA, as made available by the Trustee.
Tokens means Expected Tokens and Delivered Tokens.
Token Registry means the entity that operates the registry of the Tokens.
Transfer or Transferred means, with respect to a VCC, the completed transfer by the Project Developer to the respective Investor(s), via the Trustee, of the full, definitive and exclusive rights, interests and claims, without Encumbrances, to such quantity of VCCs as specified in the ERPA and the Confirmation.
Trustee means the legal person designated as such to become the counterparty to Token and VCC transaction.
Trustee’s VCC Registry Account has the meaning set forth in the relevant Confirmation.
Updates and Patches means any new update to the Platform which adds or updates minor functionality or features, or otherwise corrects faults or fixes bugs in the Platform, as determined by the Platform Provider.
Upgrades and Releases means any new release or upgrade to the Platform which adds, updates or enhances functionality or features (excluding Updates and Patches), as determined by the Platform Provider.
User means an Investor User or a Project Developer User who signed a PUA with the Platform Provider.
User’s Data means the data inputted or provided by the User, the Authorised Co‑User or a Sub‑User (or any third party acting on the User’s or their behalf), or by the Platform Provider on the User’s behalf for the purpose of using the Services or facilitating the User’s use of Services (this shall include any data inputted onto the Platform by a third party).
User’s Personnel means all employees, staff, officers, individual contractors, other workers, agents and consultants of the User.
User’s System means the combination of hardware, software, computer and telecoms devices and equipment used by the User for the receipt of the Services (as the context requires).
Validation means the satisfactory completion of validation by the Project in accordance with such procedures and tests as required by the Relevant Scheme to demonstrate that the Project is capable of generating GHG Reductions and/or GHG Removals (Validate will be construed accordingly).
Verification means the periodic and ex post determination by the Verification Entity of GHG Reductions and/or GHG Removals that have occurred during the relevant Verification Period pursuant to or in accordance with rules and criteria of the Relevant Scheme (“Verify” or “Verified” shall be construed accordingly).
Verification Entity means the entity that will assess and verify whether the Project and VCC is compliant with the Relevant Scheme.
Verification Period means each annual period during which GHG Reductions are monitored.
Verified Carbon Credit or VCC means a unit measured in tCO2e, representing the removal, reduction, avoidance, sequestration or mitigation of emissions of greenhouse gasses (including, carbon dioxide, methane and nitrous oxide) from the atmosphere, which is capable of being represented in a unit of measurement pursuant to the Relevant Scheme under which it is issued.
Vintage Year means a calendar year identified under the Relevant Scheme as the year in which a VCC was generated and qualified for use.
1.2 In the PUA (unless the context requires otherwise):
(a) the words including, include, for example, in particular and words of similar effect will be construed so that they do not limit the general effect of the words which precede them, and so that any examples that are given are not to be exclusive or limiting examples of the matters in question;
(b) references to the PUA and any other document referred to in the PUA, is a reference to it as validly varied, supplemented and/or novated from time to time;
(c) references to the singular include the plural and vice versa;
(d) recitals and headings are all for reference only and will be ignored in construing the PUA;
(e) references to any one gender do not exclude other genders;
(f) general references to a person will be understood to include (as applicable), a natural person, a company, a partnership, and an unincorporated association (in each case whether or not having separate legal personality); and
(g) reference to any legislative provision shall be deemed to include any statutory instrument, by‑law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it; and any subsequent re‑enactment or amendment of the same, unless this imposes a substantial new liability upon the Platform Provider, or significantly adversely affects any of the Platform Provider’s rights.
2.1 The access to the Platform by the User is subject to:
(a) the creation of a login by the User;
(b) the performance by the Platform Provider of all necessary “know your customer“, “anti money laundering” or other similar checks under all Applicable Laws and regulations, the completion of which the Platform Provider shall promptly notify to the User. Each User shall promptly upon the request of the Platform Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Platform Provider in order for the Platform Provider to carry out and be satisfied it has complied with all necessary “know your customer”, “anti money laundering” or other similar checks under all applicable laws and regulations;
(c) the acceptance of these General Terms and Conditions;
(d) the signing of the Agreement Details.
2.2 The User will use the Subscriptions to access the Platform and the Platform Provider will make the Platform Available to the User for access via the internet. The User is responsible for ensuring it has the means to access the Platform over the internet and compatible hardware and devices to, access, interoperate with and receive, the benefit of the Services (and any other services provided or to be provided by the Platform Provider to the User).
2.3 Availability
(a) The Platform Provider will use commercially reasonable endeavours to make the Services Available 24 hours a day, seven days a week, except for periods of Permitted Unavailability.
(b) Periods of Permitted Unavailability will not constitute Force Majeure Events or Default.
(c) The Platform Provider will publish the schedule for planned maintenance on its website and on the Platform and will notify affected Users in due time.
(d) The Platform Provider may from time to time provide Updates and Patches. The Platform Provider will usually implement Updates and Patches automatically but certain Updates and Patches may require implementation by the User (in whole or in part). If Updates and Patches are not automatically implemented by the Platform Provider, the Platform Provider will inform the User and the User will be responsible for implementing the Update or Patch within a reasonable time of being requested to do so.
(e) Subject to article 2.3(f) of the General Terms and Conditions, if the Services do not comply with article 2.3 of the General Terms and Conditions, the User’s sole and exclusive remedy will be for the Platform Provider to use reasonable endeavours to correct any such non-compliance promptly.
(f) The Platform Provider will not be responsible for any non-compliance of the Services with article 2.3 of the General Terms and Conditions as a result of Subscription Misuse.
(g) The Platform Provider:
(i) does not warrant that the User’s use of the Services will be uninterrupted or error‑free or that the Services or the information obtained by the User through them will meet the User’s requirements; and
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2.4 Authorised Co‑Users
(a) The Authorised Co‑Users are identified in the Agreement Details.
(b) The Authorised Co‑Users have the right to create Sub‑User accounts in line with the PUA.
(c) The User will be responsible for the acts and omissions of the User’s Authorised Co‑Users as if they were the User’s own.
2.5 Sub‑Users
(a) Subject to the terms of the PUA, the Platform Provider grants to the User as well as any Authorised Co‑Users a non-exclusive and non-transferable right to permit Sub‑Users to access and use the Platform and Services during the Subscription Term.
(b) The User will be responsible for the acts and omissions of the User’s Sub‑Users as if they were the User’s own.
(c) The User will not allow the Services to be accessed or used by any person other than a Sub‑User and will procure that Sub‑Users access and use the Services in accordance with the PUA.
(d) The User will at all times keep detailed records of the then current Sub‑Users (Sub‑Users List) and will provide the Sub‑Users List to the Platform Provider promptly upon the Platform Provider’s request.
(e) The User will ensure that each Sub‑User keeps the passwords for the Subscription and access to the Services secure and the User will procure that the password for each Subscription is frequently changed and kept confidential.
2.6 The User will not (whether by itself or a third party), except to the extent permitted under the PUA or by any Applicable Law (which is incapable of exclusion by agreement between the User and the Platform Provider):
(a) attempt to de‑compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Platform;
(b) access all or any part of the Services or the Platform or extract any of the Project Details or the Platform Provider’s Intellectual Property Rights (including any data or code) from the Platform in order to build a product or service which competes with the Services and/or the Platform;
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services (with the exception of marketing resp. investing in Projects), or otherwise make the Services available to any third party except the Sub‑Users, unless approved under the PUA; or
(d) attempt to obtain or assist any person (other than a Sub‑User) in obtaining access to the Services.
2.7 The Platform includes (at least) the following functions, intended for the use by the following actors active on the Platform:
Project Developer User | Investor User | Platform Provider | Trustee | Service Provider Users | Token Registry | ||
Know your customer check | x | ||||||
Anti-money laundering check | x | ||||||
The submission of Project Details | x | ||||||
The Listing of Projects | x | ||||||
Reporting the progress of Projects | x | ||||||
Monitoring the progress of Projects | x | ||||||
E-wallet accounts | x | x | |||||
The issuance of Tokens | x | ||||||
The cancellation of Tokens | x | ||||||
The transfer of Tokens between e-wallet accounts | x | ||||||
Support Services marketplace | x | ||||||
3.1 The Platform will allow Project Developer Users to List a Project on the Platform, in accordance with the following process:
(a) the Project Developer User fills in the dedicated form for creating a new project via the Platform;
(b) after having submitted the form, the Project Developer User will be asked to sign an ERPA in respect of the Project in question (whereby the signing of all necessary Confirmations to reach the Required Investment Level within the Investment Deadline, is a condition precedent for the effectiveness of the relevant ERPA);
(c) the Project will be Listed on the Platform as soon as reasonably possible after the Project Developer User has signed the ERPA in respect of the Project in question. The Listing on the Platform will mention all relevant Project Details, including but not limited to:
(i) the name of the Project;
(ii) the location of the Project;
(iii) the Project type;
(iv) the Project activity;
(v) the Project size (ha);
(vi) the Required Investment Level;
(vii) the price per Expected Token;
(viii) the Investment Deadline;
(ix) the number of Expected Tokens that are still for sale;
(x) the Vintage Year of the VCCs to which the Expected Tokens relate;
(xi) the Confirmation that must be signed by Investor Users should they wish to invest in the Project;
(xii) whether – and to which extent – the Confirmation deviates from the standard Confirmation used by the Trustee.
3.2 Insofar as a Project Developer wishes to deviate from the Template ERPA in respect of a certain Project, it must notify the Trustee thereof via the Platform when submitting the Project Details of said Project. The Trustee will subsequently assess the modalities of the ERPA the Project Developer wishes to use. If these modalities are deemed acceptable by the Trustee, the Trustee will assess whether and which deviations from the standard Confirmation used by the Trustee are required in order to accommodate the deviations from the Template ERPA. Any such deviations from the standard Confirmation used by the Trustee shall be explicitly mentioned in the Listing of the Project.
3.3 Project Details
(a) The Project Developer User is responsible for all Project Details uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited via the Platform. The Project Developer User acknowledges and agrees that where certain Project Details are made public, others will be able to view the Project Details posted publicly on the Platform and the Project Developer User is responsible for compliance of the Project Details with Applicable Law. This includes Project Details uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited by the Project Developer User or any of its Sub‑Users.
(b) The Platform Provider does not pre-screen the Project Details submitted by a Project Developer User. The Platform Provider may, but has no obligation to, remove content from the Platform if the Platform Provider determines in its sole discretion, including where content on the Platform is Prohibited Material.
(c) The Platform Provider makes no representation, warranty or commitment (and will have no liability or obligation) whatsoever in relation to the Project Details made available by Project Developer Users via the Platform, or any transactions completed, and any contract entered into by the User, with any such third party.
3.4 The objective of the Platform is for Project Developer Users to find one or more Investor Users willing to invest in their Listed Project(s). In view thereof, the Platform will support the following process:
(a) in case an Investor User wishes to invest in a Listed Project, the Investor User can select the Listed Project on the Platform, thereby indicated the amount of Expected Tokens it wishes to purchase. An Investor User can only select a Listed Project, insofar as that Investor User has signed an ERTCA;
(b) upon selecting a Listed Project, the Investor User must sign the Confirmation (whereby the signing of all necessary Confirmations to reach the Required Investment Level within the Investment Deadline, is a condition precedent for the effectiveness of each of the relevant Confirmations);
(c) once enough Investor Users have signed a Confirmation in respect of a certain Project in order to achieve the Required Investment Level within the Investment Deadline, the respective Confirmations become effective and Expected Tokens will be issued to the relevant Investor User(s), in line with the relevant ERTCAs.
3.5 In case the Required Investment Level is not reached within the Investment Deadline, the Listing will be withdrawn from the Platform. The relevant Project Developer and the Investor Users who selected said Listed Project will be informed thereof.
3.6 The Users acknowledge that the Platform Provider’s task is merely to facilitate:
(a) the search of the Project Developer Users for one or more Investor User(s) to invest in certain Projects; and
(b) the conclusion of ERPAs;
(c) the conclusion of ERTCAs; and
(d) the conclusion of Confirmations.
The Platform Provider is not a party to the ERPAs, nor the ERTCAs or the Confirmations and cannot be held liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any wrongdoings of a Project Developer User, an Investment User or the Trustee under any of the aforementioned agreements.
3.7 The Platform will allow the transfer of Tokens to and between the e-wallet accounts of the relevant Investor Users, following the issuance of the Tokens resp. following the sale of Tokens between Investor Users, in accordance with the relevant ERTCAs.
3.8 If an Investor User transfers a Token to another Investor User, the transferring Investor User’s rights and obligations vis-a-vis the Trustee in respect of said Token, shall automatically transfer to the receiving Investor User, in accordance with the relevant ERTCAs.
3.9 The transferring User shall pay a Brokerage Fee in respect of any transfer of Tokens, in accordance with the Agreement Details.
3.10 The Platform will allow the Investor Users, insofar as the relevant conditions therefore as outlined in the ERTCA are fulfilled:
(a) to cancel an Expected Token and have a corresponding VCC transferred to a VCC Registry Account of the Investor User’s choice; or
(b) to cancel an Expected Token and receive a Cancellation Statement upon cancellation of the corresponding VCC; or
(c) to convert an Expected Token into a Delivered Token;
(d) to cancel a Delivered Token and have a corresponding VCC transferred to an account of the Investor User’s choice; or
(e) to cancel a Delivered Token and receive a Cancellation Statement upon cancellation of the corresponding VCC.
3.11 Any funds to be transferred from an Investor User to a Project Developer User, will be transferred using an escrow account set up by the Trustee. This escrow account is held by the Trustee until the required amount of funding is transferred to the Project Developer account. Neither Investor Users nor Project Developer Users have access to the Escrow
4.1 The User will:
(a) provide the Platform Provider with all necessary:
(i) co‑operation requested by the Platform Provider in relation to the PUA; and
(ii) information as may be required by the Platform Provider in order to provide any of the Services, (and/or their set-up) including the User’s Data, security access information and configuration services;
(b) comply with all Applicable Laws with respect to the User’s activities under and/or related to the PUA;
(c) carry out all the User’s responsibilities set out in the PUA in a timely and efficient manner; and
(d) ensure that the User’s network and the User’s System comply with any relevant specifications provided by the Platform Provider from time to time.
4.2 Without prejudice to the Platform Provider’s other rights and remedies, the non‑performance or delay in performance of the Platform Provider’s obligations under the PUA will be excused if and to the extent that such non‑performance or delay in performance results from the User’s failure to comply with its obligations in the PUA.
5.1 The Fees payable by the User to the Platform Provider are described in the Agreement Details.
5.2 The User will pay undisputed Fees to the Platform Provider in accordance with the applicable Payment Terms. Any terms provided by the User on a purchase order are void.
5.3 The User may only withhold payment of bona fide disputed Fees (or elements of the Fees which are the subject of a good-faith dispute) where the Platform Provider has not performed its obligations in relation to such Fees, in accordance with the terms of the PUA, and the User has notified the Platform Provider of this within seven days of the date of the relevant invoice. The User will not be entitled to withhold payment after such date.
5.4 If the User withholds any Fees, the User must notify the Platform Provider in accordance with article 5.3 of these General Terms and Conditions and give reasonable details to the Platform Provider as to which elements of the Fees are disputed and the reason for such withholding.
5.5 If any portion of an invoice is disputed by the User pursuant to article 5.3 of these General Terms and Conditions, then, the Platform Provider may (at its sole election) either:
(a) require the User to pay the undisputed amount of the invoice in accordance with the applicable Payment Terms; or
(b) issue two invoices, one in respect of the disputed amount and the other in respect of the undisputed amount,
(a) disable the User’s password, account and access to all or part of the Services, without liability to the User;
(b) suspend performance of all or part of the Services, without liability to the User, and the Platform Provider will be under no obligation to provide any of the same while any invoice remains unpaid; and/or
(c) charge interest on the late payment of any undisputed Fees or other amounts properly invoiced which will accrue daily from the due date to the date of actual payment on any overdue amounts under the PUA (whether before or after judgment) at the rate of 4% per annum above the base rate of the Deutsche Bundesbank for the time being in force.
Any suspension and/or disabling of access will only be lifted as soon as reasonably possible by the Platform Provider after payment by the User of any outstanding sums (and without prejudice to the Platform Provider’s rights of termination set out elsewhere in the PUA).
5.7 If the Platform Provider has not received payment of undisputed Fees or other amounts within sixty (60) days after the due date for payment (or date of resolution of any dispute in relation to Fees or other amounts disputed pursuant to article 5.3 of these General Terms and Conditions), and without prejudice to any of the Platform Provider’s other rights and remedies, the Platform Provider may delete all data hosted by it in relation to the Services.
5.8 The Platform Provider can suspend performance of all or part of the Services, without liability to the User, in case the User commits a material breach of any term of the PUA, and as long as the User did not remedy such material breach.
5.9 If, the Platform Provider:
(a) disables the User’s password, account and access to all or part of the Services; and/or
(b) suspends performance of all or part of the Services,
provided that such disabling or suspension is in accordance with the PUA, the User will remain responsible for all Fees and other charges it incurs during the period of suspension.
5.10 All Fees and other amounts stated or referred to in the PUA will be payable in EUR.
5.11 The Fees (if paid upfront) payable by the User to the Platform Provider are non‑cancellable and non‑refundable, save as expressly set out in the PUA.
5.12 The User is not entitled to any refund or other reimbursement of Platform Fees, if at any time during the Subscription Term the User does not access or use the Subscriptions it has purchased from the Platform Provider, unless expressly set out in the PUA.
5.13 All Fees and other amounts payable by the User are exclusive of value added tax, which will be added to the Platform Provider’s Invoice and shall be payable by the User at the appropriate rate.
5.14 If there is an incident or occurrence which has the effect of materially reducing the benefit received by the Platform Provider under the PUA or increasing the burden by the Platform Provider under the PUA, the Platform Provider may at its discretion, increase the future Platform Fees and/or any other Fees on providing reasonable advance written notice, whereupon the PUA will be deemed to have been amended accordingly.
5.15 The Platform Provider may, without the need for notice, increase the Platform Fees at the start of each anniversary of the Effective Date by up to 5% more than the Platform Fees in place immediately prior to such anniversary.
5.16 Without prejudice to article 5.14 and 5.15 of these General Terms and Conditions, the Platform Provider may, no more than once per Subscription Year and not to take effect until the completion of the first Subscription Year, alter the level of Fees by up to 2% above the previous 12 months’ increase in the consumer price index published by the German Federal Statistical Office. Alterations of the Fees under this article 5.16 require not less than 60 days’ notice to the User.
6.1 The Platform Provider acknowledges that the User’s Data is the User’s property and that the User reserves all Intellectual Property Rights which may, at any time, subsist in the User’s Data.
6.2 The User acknowledges that it has sole responsibility for and to ensure the legality, reliability, integrity, accuracy and quality of the User’s Data.
6.3 The Platform Provider will only store, copy or use the User’s Data to the extent necessary to perform the Platform Provider’s obligations under the PUA.
6.4 In the event that the User’s Data is corrupted or lost or degraded so as to be unusable, as a result of the Platform Provider or the Platform Provider’s Personnel, the User’s sole and exclusive remedy will be for the Platform Provider to use reasonable commercial endeavours to restore or procure the restoration of the User’s Data that is corrupted, lost or degraded so as to be useable as soon as reasonably practicable, from the latest back‑up of the User’s Data maintained by the Platform Provider in accordance with its internal procedures.
6.5 The Platform Provider will not be responsible for any loss, corruption, damage, alteration or disclosure of the User’s Data caused by any third party (except the Platform Provider’s Personnel that are engaged by the Platform Provider to perform services related to the User’s Data).
7.1 In respect of any Personal Data which the Platform Provider Processes on the User’s behalf when performing its obligations under the PUA, the User and the Platform Provider hereby agrees that the User will be the Data Controller and the Platform Provider will be a Data Processor and in any such case:
(a) the Platform Provider will Process the Personal Data on the User’s documented instructions (as set out in the PUA), for the purposes of providing the Services;
(b) the Platform Provider will take all measures required by article 32 of the General Data Protection Regulation to ensure the security of the Personal Data;
(c) the Platform Provider will take reasonable steps to ensure the reliability of the Platform Provider’s Personnel who may have access to the Personal Data, and their treatment of the Personal Data as Confidential Information;
(d) the Platform Provider will promptly, and in any case within five Business Days, notify the User of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a Governmental Authority) of which the Platform Provider is aware, relating to either Party’s obligations under the Data Protection Laws in respect of the Personal Data;
(e) the Platform Provider will notify the User without undue delay upon becoming aware of any Personal Data Breach;
(f) the Platform Provider will provide commercially reasonable assistance to the User on request in relation to (i) any communication received under article 7.1(d) of these General Terms and Conditions; and (ii) any Personal Data Breach, including by implementing appropriate technical and organisational measures;
(g) the User acknowledges and agrees that the Platform Provider is generally authorized to appoint third parties to Process the Personal Data (Sub‑Processor), subject to notifying the User about the Platform Provider’s Sub‑Processors and otherwise meeting the conditions set out in article 28 (2) and (4) of the General Data Protection Regulation;
(h) the User acknowledges and agrees that the Personal Data may be transferred or stored outside the United Kingdom and the European Economic Area or the country where the User and/or the Sub‑User(s) are located in order to carry out the Services and the Platform Provider’s other obligations under the PUA. The Platform Operator will take such steps as are necessary to ensure the Processing is in accordance with Data Protection Laws;
(i) the Platform Provider will provide the User, upon reasonable request, with all information reasonably required to demonstrate compliance with the Platform Provider’s obligations under this article 7.1 of the General Terms and Conditions;
(j) the Platform Provider will cease Processing the Personal Data upon the termination or expiry of the PUA and, upon the User’s request, either return to the User or securely delete the Personal Data;
(k) the User will ensure that it is entitled to transfer the relevant Personal Data to the Platform Provider so that the Platform Provider may use, Process and transfer the Personal Data in accordance with the PUA and Applicable Law, on the User’s behalf; and
(l) the User will ensure that all relevant Data Subjects have been informed of, and, where required, have given their consent to, such use, Processing, and transfer as required by all applicable Data Protection Laws.
7.2 The table set out in the Agreement Details describes the Personal Data Processing activities performed by the Platform Provider on the User’s behalf under the PUA.
8.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under the PUA. A Party’s Confidential Information will not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving Party;
(b) was in the other Party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving Party, which independent development can be shown by written evidence.
8.2 Subject to article 8.4 of the General Terms and Conditions, the User and the Platform Provider will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the PUA.
8.3 The User and the Platform Provider will take all reasonable steps to ensure that the other’s Confidential Information to which the relevant Party has access is not disclosed or distributed by its employees or agents in violation of the terms of the PUA.
8.4 The User and the Platform Provider may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable Law or a Governmental Authority, provided that, to the extent the relevant Party is legally permitted to do so, the User or the Platform Provider (as the context requires) gives the other as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this article 8.4 of the General Terms and Conditions, takes into account the reasonable requests of the other in relation to the content of such disclosure.
8.5 The User acknowledges that details of the Services, and the results of any performance or provision of the same, constitute the Platform Provider’s Confidential Information.
8.6 The Platform Provider acknowledges that the User’s Data is its Confidential Information. Project Details provided by a Project Developer User to the Platform Provider for disclosure on the Platform, shall not be considered Confidential Information.
8.7 The User acknowledges and agrees that the Platform Provider may from time to time include reference to this PUA, the Services and/or the fact that the User is the Platform Provider’s customer in publicity and/or marketing material to be issued by the Platform Provider to third parties or generally including case studies. Where reasonably requested by the Platform Provider, the User will acting reasonably and in good faith act as a referee for the Platform Provider with other potential customers for Services and/or other items which are the same as or similar to the Services.
8.8 The above provisions of this article 8 of the General Terms and Conditions will survive termination of the PUA, however arising.
9.1 The User acknowledges and agrees that the Platform Provider and the Platform Provider’s licensors own all Intellectual Property Rights in and to, the Platform, the Platform Provider’s Materials, and the Services.
9.2 The PUA does not grant the User any rights to, under or in, any Intellectual Property Rights (whether registered or unregistered) or any other rights or licences in respect of the Platform, the Platform Provider’s Materials or Services, unless expressly set out in the PUA.
9.3 The User will indemnify the Platform Provider and keep the Platform Provider indemnified in full and on demand from and against any and all claims, actions, proceedings, losses, damages, expenses, liabilities and/or costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Platform, Services, and/or the use, receipt, provision, processing and/or making available of the User’s Data and/or the Project Details (save where but only to the extent that the relevant claim arises as a direct result of the Platform Provider’s breach of this PUA).
9.4 The Platform Provider will defend the User against any claim that the Platform or any of the Platform Provider’s Material or the Services (save in relation to article 9.3 of the General Terms and Conditions) infringe any copyright effective as of the Effective Date or rights in confidential information, and will indemnify the User against amounts awarded against the User in judgment or settlement of such claims, provided that:
(a) the Platform Provider is given prompt notice of any such claim;
(b) the User provides all reasonable co‑operation to the Platform Provider in the defence and settlement of such claim; and
(c) the Platform Provider is given sole authority to defend or settle the claim.
9.5 In the defence or settlement of any claim, the Platform Provider may procure the right for the User to continue using, replace or modify the Platform, Services or the Platform Provider’s Material (as the context requires) so that they become non‑infringing or, if such remedies are not reasonably available, terminate the PUA on five Business Days’ notice to the User without any additional liability or obligation to pay damages or other additional costs to the User.
9.6 In no event will the Platform Provider or the Platform Provider’s Personnel be liable to the User to the extent that the alleged infringement is based on:
(a) a modification of the Platform, Services or the Platform Provider’s Material by anyone other than the Platform Provider;
(b) the User’s use of the Platform, Services or the Platform Provider’s Material in a manner contrary to the instructions given to the User by the Platform Provider; or
(c) the User’s use of the Platform, Services or the Platform Provider’s Material after notice of the alleged or actual infringement from the Platform Provider or any appropriate authority.
9.7 The foregoing and article 9.4 of the General Terms and Conditions states the User’s sole and exclusive rights and remedies, and the Platform Provider’s entire obligations and liability, for infringement of any Intellectual Property Rights or right of confidentiality.
10.1 Nothing in the PUA will exclude or limit either Party’s liability:
(a) for death or personal injury caused by its (or its agent’s or sub‑contractor’s) negligence;
(b) for any fraud, fraudulent misrepresentation or fraudulent or dishonest act or omission by either Party or any member of that Party’s Group or its officers, employees, agents or sub‑contractors; or
(c) that cannot, as a matter of law, be limited or excluded.
10.2 Subject to article 10.1 of the General Terms and Conditions:
(a) the Platform Provider will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
(i) any Excluded Losses, in each case whether direct or indirect (and regardless of whether the Platform Provider has been advised of the possibility of such losses or damages); or
(ii) any indirect or consequential loss, costs, damages, charges or expenses however arising under the PUA.
(b) the Platform Provider’s total aggregate liability for all Defaults (when taken together and not for each and every Default) that first occur:
(i) during each Subscription Year, will be limited to a sum equal to one hundred per cent (100%) of the Fees paid by the User for the Services under this PUA during the Subscription Year in which the claim arose. For the purposes of this article, should a Default occur in one (1) Subscription Year and continue into one (1) or more other Subscription Year, the liability cap for the Subscription Year in which the Default first occurred shall apply to all liabilities arising from such Default; and
(ii) during any calendar year after the expiry or termination of this PUA, shall not exceed a sum equal to 100% of the Fees paid by the User for the Services under this PUA in the final 12 months prior to the expiry or termination of this PUA. For the purposes of this article, should a Default occur in one (1) calendar year and continue into one other calendar year the liability cap for the calendar year in which the Default first occurred shall apply to all liabilities arising from such Default.
(c) except as expressly and specifically provided in the PUA:
(i) the User assumes sole responsibility for results obtained from the use of the Services, the Platform, the Project Details, the Platform Provider’s Material, and for conclusions drawn from such use. The Platform Provider will have no liability for any damage caused by errors or omissions in any information, instructions, or data provided to the Platform Provider by the User or any other user (whether that other user is an Investor or a Project Developer) in connection with the Services, or any actions taken by the Platform Provider at the User’s direction;
(ii) the User assumes sole responsibility for the content and any agreements concluded based on any Services provided by the Platform Provider and recognises that the User’s operation of the Platform involves business risks and that its success will be dependent on the User’s ability as a business.
11.1 The Platform Provider may terminate the PUA on providing not less than ninety (90) days’ prior written notice at any time.
11.2 Without affecting any other right or remedy available to the User or the Platform Provider, each of the Parties may terminate the PUA with immediate effect at any time by giving written notice to the other if:
(a) the other Party commits a material breach of any term of the PUA which is incapable of remedy;
(b) the other Party commits a material breach of any term of the PUA which is capable of remedy and fails to remedy that breach within a period of thirty (30) after being notified in writing to do so; or
(c) the other Party suffers an Insolvency Event;
(d) in case of a long-term Force Majeure Event in line with article 13.4 of the General Terms and Conditions.
11.3 Without affecting any other right or remedy available to the Platform Provider, the Platform Provider may terminate the PUA with immediate effect, at any time, by giving written notice to the User if:
(a) the User fails to pay any amount due under the PUA on the due date for payment and such amount remains unpaid not less than thirty (30) days after the User has been notified by the Platform Provider in writing to make such payment; or
(b) the User uploads any Prohibited Materials to the Platform.
11.4 For the avoidance of doubt and in accordance with the above article 11.3(a), failure to pay any amount due under the PUA within sixty (60) days after the due date will trigger the Platform Provider’s right to delete all data hosted by the Platform Provider in relation to the Services pursuant to article 5.7 of these General Terms and Conditions.
11.5 In the event the Platform Provider is unable to provide the Services to the standards as set out in the PUA, the User shall notify the Platform Provider of any such failure and the Platform Provider shall then try to rectify any issues as soon as reasonably practicable. In the event the Platform Provider does not rectify the issue as soon as reasonably practicable and such failure to rectify the issue has not been caused by the User or any other third party, the User will be entitled to terminate the PUA with immediate effect.
11.6 After the Minimum Term, this PUA shall be automatically renewed for successive periods of twelve (12) months, unless:
(a) the User gives written notice to the Platform Provider of its intention not to renew this PUA at least three (3) months prior to the expiration of the initial or any extended term; or
(b) this PUA is otherwise terminated in accordance with this article 11.
12 Consequences of termination
12.1 On termination of the PUA for any reason:
(a) all licences granted by the Platform Provider under the PUA will immediately terminate and the User will immediately cease all use of the Platform, Services and the Platform Provider’s Material;
(b) the User will return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the Platform Provider;
(c) any rights, remedies, obligations or liabilities of the User and the Platform Provider that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the PUA which existed at or before the date of termination will not be affected or prejudiced;
(d) if the e-wallet account of the relevant User contains Tokens at the moment of termination, the Platform Provider and the relevant User will use best efforts to keep the e-wallet account accessible for the User, without having to use the Platform, at the cost of the relevant User;
(e) if within 30 Business Days after the notice of termination, the e-wallet account cannot be made available to the relevant User, without having to use the Platform, the relevant User has an obligation to liquidate its wallet within 30 Business Days, by selling and/or transferring for free the Tokens on its e-wallet account. After 30 Business Days, the e-wallet of the relevant User will be closed and any Tokens remaining on the e-wallet will be cancelled.
13.1 A Party will not be responsible for any delay or failure to perform to the extent that the delay or failure to perform is caused by an event or circumstance that (a) is beyond the reasonable control of such Party, (b) was not foreseeable at the time of execution of this PUA, or if foreseeable, could not have been avoided or overcome by such Party through the exercise of commercially reasonable diligence, and (c) prevents, hinders or delays such Party in its performance of any (or any part) of its obligations under this PUA (each, a Force Majeure Event). Subject to the requirements of the prior sentence, Force Majeure Events may include acts of God, sudden actions of the elements such as floods, earthquakes, hurricanes, or tornadoes; high winds, lightning, ice storms or other weather event or physical natural disaster of a strength or duration that is not normally encountered in the area of the Project; fire; sabotage; vandalism; terrorism; war; cyber-attacks; invasion; hostilities; rebellion; revolution; requisition, expropriation or compulsory acquisition by any governmental or competent authority; riots; explosion; blockades; insurrection; employment strike against a third-party; slow down or labour disruptions (even if such difficulties could be resolved by conceding to the demands of a labour group); or interruptions to transportation.
13.2 Under no circumstances will the following events constitute a Force Majeure Event: (a) any acts or omissions of any third party under the control or direction of a Party, including, without limitation, any vendor, customer, or supplier of the Party claiming a Force Majeure Event, unless such acts or omissions themselves result from underlying Force Majeure Events; (b) any full or partial shutdown or curtailment of the Project that is caused by or arises from a mechanical or equipment breakdown, fire, explosion or other mishap or events or conditions attributable to normal wear and tear or flaws, unless such breakdown, fire, explosion or other mishap is caused by underlying Force Majeure Events; (c) changes in economic or market conditions that affect the cost of supplies, or that affect demand or price for any of Project Developer’s or the Investor’s products, or that otherwise affect the cost or benefits of a Party’s performance or availability of funds to make payments due; (d) equipment defects; (e) any delay in providing, or cancellation of, any Approvals by the issuing Governmental Authority unless resulting from an underlying Force Majeure Event; or (f) a Reversal Event.
13.3 The Party affected by a Force Majeure Event will promptly notify the other Party in writing of such event, giving details of the Force Majeure Event, its anticipated effect on the affected Party’s performance under this PUA, and the steps that the affected Party is taking to remedy the delay.
13.4 If a Party’s performance is delayed or prevented by any Force Majeure Event for more than 180 consecutive days, the other Party may terminate this PUA upon written notice to the Party affected by the Force Majeure Event. The terminating Party will only be responsible for charges accrued up to the date of such termination.
14.1 Representations and warranties
(a) Each User warrants to the Platform Provider upon entering into this PUA as follows:
(i) it is an entity duly organised, validly existing and in good standing under the Applicable Law of its jurisdiction of incorporation or organisation;
(ii) it has the power and is authorised to execute, deliver and perform its obligations under the PUA and has taken all necessary action to authorise that execution, delivery, performance and its entry into the PUA and its execution, delivery and the performance of the PUA do not violate or conflict with any other term or condition of any contract to which it is a party, any constitutional document or rule applicable to it, or Applicable Law;
(iii) it has negotiated, entered into and executed the PUA as principal (and not as agent or in any other capacity, fiduciary or otherwise);
(iv) it is acting for its own account (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise) when it comes to entering into this PUA, has made its own independent decision to enter into this PUA, and, as to whether this PUA is appropriate or proper for it based upon its own judgement, is not relying upon the advice or recommendations of the Platform Provider in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of the PUA;
(v) the Platform Provider is not acting as its fiduciary or adviser;
(vi) it has complied with all Applicable Laws (including, without limitation, on money laundering, financing of terrorism or modern slavery);
(vii) it is not relying upon any representation made by the Platform Provider other than those expressly set forth in the PUA;
(viii) with respect to a User that is a governmental entity, such governmental entity represents and warrants to the Platform Provider as follows: (A) all acts necessary for the valid execution, delivery and performance of the PUA, including without limitation competitive bidding, public notice, election, referendum, prior appropriation or other required procedures have or shall be taken and performed; (B) entry into and performance of the PUA by a governmental entity are for a proper public purpose within the meaning of relevant constitutional or other governing documents and Applicable Law; and (C) the term of the PUA does not extend beyond any applicable limitation imposed by any relevant constitutional or other governing documents and Applicable Law;
(ix) it does not suffer an Insolvency Event; and
(x) it will not breach the terms of any agreement or arrangement with any third party or violate or conflict with any applicable Law, any provision of its constitutional documents or any of its assets, by entering into this PUA and performing its obligations thereunder;
(xi) no litigation, arbitration or administrative suit or proceeding before any court, tribunal, governmental body, agency, official or arbitrator is pending or, so far as it is aware, threatened against it that would materially affect the User’s ability to perform its obligations under this PUA;
(xii) it is not and shall at all times not be involved in the production or trade of any product or services deemed illegal under any Applicable Law or regulations or international conventions and agreements;
(xiii) it has all governmental and regulatory authorisations, approvals and consents necessary for it to legally perform its obligations under the PUA;
(xiv) it is not and shall at all times not be involved in any illegal or morally reprehensible business, such as arms trade, trade in wildlife or produced wildlife products, or gambling or bribery;
(xv) it complies and shall conduct its business operations in accordance with Corporate Social Responsibility standards and Applicable Law, including on relation to Economic Sanctions;
(xvi) it and it’s the undertakings in the User’s Group are not subject to Economic Sanctions or otherwise designated on any list of prohibited or restricted parties;
(xvii) it will use all reasonable efforts to inform the Platform Provider of any event or circumstance of which it is aware which may impact on the ability of the User to perform any of its obligations under this PUA;
(xviii) all applicable information that is furnished in writing by or on its behalf to the Platform Provider, that is subject to or connected to the PUA is, as of the date it is furnished to the Platform Provider, true, accurate and complete in every material aspect; and
(xix) the obligations under the PUA constitute legal, valid and binding obligations, enforceable in accordance with their respective terms upon the respective User; and
(xx) any other representations and warranties applying to the User specified in the Agreement Details.
14.2 Waiver and cumulative remedies
(a) The rights and remedies of the User and the Platform Provider under, or in connection with, the PUA may be waived only by express written notice to the other. Any waiver will apply only in the instance, and for the purpose for which it is given.
(b) No right or remedy under, or in connection with, the PUA will be precluded, waived or impaired by:
(i) any failure to exercise or delay in exercising it;
(ii) any single or partial exercise of it;
(iii) any earlier waiver of it (whether in whole or in part); or
(iv) any of the above in relation to any other right or remedy (be it of similar or different character).
(c) The rights and remedies arising under, or in connection with, the PUA are cumulative and, except where otherwise expressly provided in the PUA, do not exclude any rights or remedies provided by law (including equitable remedies) or otherwise.
(d) Any termination of the PUA and/or parts thereof does not affect any accrued rights or liabilities of the User or the Platform Provider, nor does it affect the coming into force or the continuance in force of any provision of the PUA that is expressly or by implication intended to come into or continue in force on or after such termination.
14.3 Changes to the General Terms and Conditions
(a) The Platform Provider may change these General Terms and Conditions from time to time at its sole discretion.
(b) Any such changes will be posted on the Platform Provider’s website and the Platform Provider will inform all Users via email or via the applicable Services.
14.4 Severance
(a) If any provision of the PUA is or becomes illegal, invalid or unenforceable, in any respect:
(i) it will not affect or impair the legality, validity or enforceability of any other provision of the PUA; and
(ii) the User and the Platform Provider will use reasonable endeavours to negotiate in good faith with a view to amending such provision (or part provision), such that as amended it is legal, valid and enforceable and to the greatest extent possible achieve the User’s and the Platform Provider’s original commercial intention.
(b) If any illegal, invalid or unenforceable provision would be legal, valid or enforceable if some part of it were deleted, such provision will apply with the minimum modifications necessary to make it legal, valid or enforceable.
14.5 Entire agreement
(a) The PUA constitutes the entire agreement and understanding between the User and the Platform Provider in respect of its subject-matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking (in each case whether written or oral) given or made before the date of the PUA by or on behalf of the User and the Platform Provider and relating to its subject matter.
(b) Subject and without prejudice to article 10.1 of the General Terms and Conditions, the User confirms that it has not relied upon, and will have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by the Platform Provider (or anyone acting on the Platform Provider’s behalf), unless that warranty, statement, representation, understanding or undertaking is expressly set out in the PUA.
(c) Subject to article 10.1 of the General Terms and Conditions, the User will not be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in the PUA.
14.6 Assignment and other dealings
(a) The User will not, without the Platform Provider’s prior written consent, assign, transfer, charge, sub‑contract or deal in any other manner with all or any of its rights or obligations under the PUA.
(b) The Platform Provider may, at any time, assign, transfer, charge, sub‑contract or deal in any other manner with all or any of its rights or obligations under the PUA.
14.7 Relationship between the User and the Platform Provider
(a) Any notice required to be given under the PUA will be (i) in writing in the English language; (ii) served by prepaid registered post, third-party courier service, facsimile or email; and (iii) to the address set out in the Agreement Details, or as otherwise notified by such Party to the other Party from time to time.
(b) A notice or invoice will be deemed to be received, given or effective at the following time: (i) in the case of third-party courier service or prepaid registered post, on the date it is delivered or, if such delivery was refused, on the day such delivery was attempted in good faith by the notifying Party; (ii) in the case of facsimile, upon a transmission report indicating a satisfactory transmission and confirmation of receipt being obtained from the sender’s facsimile machine; and (iii) in the case of email, on the date and time that the email is delivered to the recipient’s email account.
(c) If the deemed receipt does not take place between 9:00 am and 12:00 pm CET on a Business Day, then the notice is to be deemed to have been received at the start of the next Business Day.
14.11 Governing law and jurisdiction
(a) The PUA and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of Germany.
(b) The User irrevocably agrees that the courts of Germany will have exclusive jurisdiction over any dispute or claim arising out of or in connection with the PUA or its subject matter or formation (including non‑contractual disputes or claims). However, nothing in this PUA shall, where the User is based outside of Germany, prevent the Platform Provider from commencing proceedings against a User in the courts of the User’s home jurisdiction.
14.12 Change in Law
(b) either Party may terminate this PUA, without any liability accruing to either Party as a consequence of it, but subject to any liability that may have accrued to either Party.