Effective Date: 26^th February 2025

These Terms and Conditions (“Agreement”) govern the use of the membership subscription service (“Service”) provided by Capra Renewables Ltd. (“Company,” “we,” “us,” or “our”). By subscribing to our Service, you agree to comply with and be bound by the following terms. These Terms and Conditions are binding on membership organisations as well as individual users, collectively addressed as “you” or “Members” “Member Organisations” or “Users”. Please read these Terms and Conditions carefully.

1. Services Provided

Capra Renewables provides certain services exclusively to subscribed Member Organisations and Users as they relate to the renewable energy industry. The extent of Services may change from time to time and contain amongst others one or more of the following (or replacements hereof):

1.1 Classified Advertising of Products or Services
You will receive access to information about offers or requests for potential transactions by fellow members of the Service. This information will typically include a description of advertised transactions as well as contact options to reach advertisers.

1.2 Market Data and News
You will get access to certain market data describing the potential performance of RES and/or BESS assets in certain merchant energy markets. We will also offer curated news feeds of items or events that we deem relevant in the context of the Service. 

1.3 Professional Networking Service
You will have the opportunity to interact with other members of the Service through either the internal messaging service or email. Members have the option to opt out of the networking service.

1.4 Curation Service
The Company offers a curation service to assist members in utilising the Service and to maintain relevance of the Service in the context of renewable energy.

2. Membership Fees

2.1 Subscription Fees
The standard subscription fees for using the Service is based on the size and scale of the Member Organisation and are stated on the Company’s website. The number of users included in the subscription depends on the level of the subscription fee. Discounted and premium subscriptions may be offered from time to time at the discretion of the Company. The specific subscription fee applying to your organisation will be determined at the time of your registration or subscription renewal. The fees are non-refundable, except where required by law.

2.2 Payment Terms
You agree to pay the subscription fees as described on our website or agreed with you during the subscription process. All payments must be made on time, and the subscription will continue until cancelled in accordance with Section 5.

3. Use of Service

3.1 License to Use
Upon subscribing to the Service, you are granted a non-exclusive, non-transferable, revocable license to access the Service for your internal business use only. The license to use the service can be allocated to a fixed number of individual users inside your organisation as stipulated in your subscription terms. Single user licenses cannot be shared between different individuals. This license allows you to distribute the content of the Service to any member of registered Member Organisations only. The list of registered Member Organisations is accessible to Members on our website. This license does not allow you to resell, distribute, or otherwise share the content or derivative work hereof provided by the Service with any other third parties, except as expressly permitted by the Company.

3.2 Prohibited Conduct
You agree not to use the Service for any unlawful purpose or to engage in any conduct that could damage, disable, overburden, or impair the Service, interfere with other Members use of the Service or be deemed as being offensive to or leading to disrepute of the Service, the Company, Members or Users or any third party.

4. Disclaimers and Limitations

4.1 Accuracy of Information
While the Company makes reasonable efforts to provide accurate, up-to-date, and reliable information, all data, reports, and insights provided are for informational purposes only. Content of advertisements of Member Organisations and Users are the sole responsibility of the advertising Member or User posting the advertisement. The Company does not guarantee the accuracy, completeness, suitability for any purpose or reliability of the information provided.

4.2 Investment or Transaction Decisions
You acknowledge that the data and information provided by the Service should not be relied upon as a basis for making investment, buy, or sell or any other contractual decisions. The Service is not intended to provide financial, investment, legal, or tax advice, and you should undertake independent due diligence and consult with a qualified professional before making any financial decisions based on the information provided.

4.3 Curation Service Disclaimer
The Company’s curation service assists members in the use of the Service and seeks to ensure relevance of the Service in the context of the renewable energy industry. The Company does not guarantee that any curation service or solution will lead to success in whichever way defined or be suitable for the Members, Users or any other person. Any recommendations or information provided through the curation service should be independently evaluated by the member before proceeding.

4.4 No Liability for Investment or Transaction Losses, Costs or Damages
The Company shall not be liable for any losses, damages, or costs incurred as a result of reliance on or using of information provided under the Service or as a result of any investment, transaction or other contractual decisions made by you or any other person based on the information provided by the Service, including through the curation service.

5. Subscription Term and Termination

5.1 Subscription Term

5.1.1 Standard Subscription Term and Termination by You
The standard subscription (“Standard Subscription”) term is annual, the subscription year starts from the first day of your Standard Subscription.

The Standard Subscription will automatically renew for subsequent one-year periods unless cancelled by you giving the Company written notice not less than 30 calendar days prior to the expiry of the current Standard Subscription period. Valid cancellations will take effect at the end of the current Standard Subscription period. No refunds will be issued for any unused portion of the subscription period.

5.1.1 Trial Subscription Term and Termination by You
In case we offer, and you accept a trial subscription (a “Trial Subscription”) the terms will be agreed with you during the sign-up process. A Trial Subscription starts from the date of your subscription.

The Trial Subscription will automatically convert into a Standard Subscription on the day after expiry of the Trial Subscription unless cancelled by you by giving the Company not less than ten calendar days written notice prior to the expiry of the Trial Subscription Period. No refunds will be issued for any unused portion of the subscription period.

5.2 Termination by the Company

The Company reserves the right to terminate or suspend your access to the Service if you violate these Terms and Conditions, fail to pay the subscription fees, or engage in any unlawful or inappropriate conduct. The Company may also terminate the Service at its discretion, with notice to you, and will refund any prepaid amounts on a pro-rata basis.

6. Intellectual Property

6.1 Ownership and Use of Content
All content provided on the Website or by the Company—including but not limited to reports, data, graphs, analyses, project-related information, adverts, news updates, articles, and other materials (collectively, “Content”)—is the sole property of the Company or its licensors and is protected by applicable intellectual property laws.

You agree that all information, data and content provided by the Service to its Users may only be shared with members (Users or not) of any Member Organisation, but not be reproduced, transmitted, displayed or shared including by creating derivative works for any purpose with other third parties without the Company’s prior written consent.

You further agree not to attempt to scrape, extract, or use automated tools to collect data or information from the Website without explicit authorisation.

The Company reserves the right to take legal action against any unauthorised use, reproduction, or misappropriation of its Content.

7. Privacy and Data Protection

7.1 Privacy Policy
Your use of the Service is also governed by our Privacy Policy, which outlines how we collect, use, and protect your personal information. By subscribing to the Service, you agree to the terms of our Privacy Policy.

8. Limitation of Liability

8.1 Limitation of Liability
To the fullest extent permitted by law, the Company’s liability for any claim, loss, or damage arising out of or in connection with the Service is limited to the amount you paid for the Service during the three-month period immediately preceding the event giving rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, employees, agents, and partners from any claims, losses, damages, liabilities, and expenses (including legal fees) arising out of or in connection with your use of the Service or any violation of this Agreement.

10. Governing Law and Dispute Resolution

10.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

10.2 Dispute Resolution
Any dispute arising under this Agreement will be resolved through binding arbitration in England in accordance with the rules of the London Court of International Arbitration.

11. Amendments

The Company reserves the right to amend or update these Terms and Conditions at any time. Any changes will be posted on our website, and the revised terms will take effect at that time. You are responsible for reviewing these Terms and Conditions regularly to stay informed of any updates.

12. Miscellaneous

12.1 Entire Agreement
This Agreement constitutes the entire agreement between you and the Company regarding the use of the Service and supersedes any prior agreements or understandings.

12.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

By subscribing to the Service, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.