TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SERVICES OFFERED BY THE PLATFORM SOLARNUB.COM. When joining SOLARNUB the User has some rights and duties in order to guarantee the correct use of the contents and services that are shared for free in SOLARNUB website.
TERMS AND CONDITIONS
LAST UPDATED: MAY 25, 2018
This document (the “Terms and Conditions”) regulates the terms and conditions governing the relationship between you (hereinafter the “User”) and SOLARNUB THE SOLAR MARKET INTERFACE, S.L. (hereinafter “SOLARNUB”), in relation to: (i) access and registration of the User as a “Buyer” on the platform developed through the website SOLARNUB.COM (the “Platform” or “Website”); (ii) the requirements to be met by Buyers for access the Platform; (iii) support services for the subscription to products or services published on the Platform in relation to the participation of Buyers to opportunities for trading solar products, solar services, solar project development, solar investment, (hereinafter, the “DEALS” and individually a “DEAL”) published on the Platform and sponsored by SOLARNUB. The natural or legal person applying for trading through the Platform for exploitation of a given Deal is defined as the “Supplier Company”.
These general terms and conditions apply to the use by a User of the online Platform for photovoltaic products and related equipment and services (hereinafter altogether termed “PV PRODUCTS”), as operated under the domain SOLARNUB.COM by SOLARNUB, and to the facilitating and brokering by SOLARNUB of direct agreements between Users regarding PV Products.
These Terms shall only apply to Users who use the portal as entrepreneurs. An entrepreneur means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
These Terms apply exclusively. Any conflicting or deviating terms and conditions of the User are not a part of the agreement and shall not be accepted unless SOLARNUB has expressly agreed to their application. This also applies if SOLARNUB performs its services without reservation and in full knowledge about conflicting or deviating terms and conditions of a User.
These Terms shall not apply to agreements about PV Products, e.g. purchasing agreements, which Users enter into with each other or which SOLARNUB enters into with a User.
The relationship between each Buyer, SOLARNUB and the Supplier shall be governed by the conditions set forth in the corresponding contract, whether it be a purchase, investment or any other contract related to the Deals published on the Platform or that SOLARNUB may publish on the Platform (the “Agreement”) executed, inter alia, by SOLARNUB, the Supplier and each Buyer and shall also include, as applicable, the specific terms and conditions for the purchasing modality provided for in the Agreement.
In the event of any discrepancy between these Terms and Conditions and the relevant Agreement, with respect to the terms and conditions of the type of purchase planned in the aforementioned Agreement, said Agreement shall prevail in the relations between the Buyers and SOLARNUB, and between the Supplier and SOLARNUB. With prejudice to the foregoing, these Terms and Conditions as well as the terms and conditions of the corresponding purchasing mode shall prevail in any case in the relationship between Buyer and SOLARNUB and their relationship regarding the use of the Platform.
Accepting these Terms and Conditions, you fully, unconditionally and irrevocably agree to the rules for the use of the Platform as a Buyer, including the application of: (i) the fees charged by SOLARNUB to Deals and any others that may be applicable for services associated with a Deal that SOLARNUB provides to Buyers through the Platform (in both cases, as published on the Platform in the price list; (ii) the liability regime provided for in this document; and (iii) any other obligations you may incur by using the Website and your participation as a registered User.
These Terms and Conditions are not created nor intended to create any agency, partnership, joint venture, employment (employer-employee) or franchisee – franchiser relationship between SOLARNUB and the Buyer, or SOLARNUB and the Supplier.
Anyone who is not party to these Terms and Conditions may not require compliance by SOLARNUB of any term or condition contained herein, in accordance with the provisions of applicable law.
In compliance with applicable law, SOLARNUB hereby informs you of the following:
(a) The company SOLARNUB THE SOLAR MARKET INTERFACE, S.L. has its registered office in Málaga, at CL. HILERA 8, B3 Floor 7 B, 29007 Madrid, and holds corporate Tax Identification Number B93585966. The company is registered in the Mercantile Registry of Málaga in page MA-142553, Folio 74, Tomo 5678, Volume 4585. The email address where you can direct your questions is firstname.lastname@example.org and our telephone number is (+34) 951546041.
(b) SOLARNUB owns the Website whose domain name is www.solarnub.com. The information and contents included on the Website are owned by SOLARNUB. The production, reproduction, distribution, transfer, transmission, processing, modification, operation or public communication for any other use thereof except as provided herein is strictly prohibited.
(c) SOLARNUB is a website that publishes trading opportunities consistent with Buyers being able to purchase to a Supplier for the purpose of trading solar products and/or solar services.
However, SOLARNUB does not have the status of manufacturer services company, payment institution or credit institution. Consequently, SOLARNUB is not attached to any production guarantee, nor do the investments, by whatever means, that Buyers could make in the Deals posted on the Website for a Supplier.
In particular, the activity of SOLARNUB does not constitute the provision of purchasing services for the purposes of the legislation in force. The information published on the Website regarding the various alternatives for participation in a Deal can not be considered as purchasing advice, having, therefore, the value of commercial communications of a general nature.
Any decision taken by the Buyer shall constitute an informed and independent decision and shall not be based on any particular trust between the Buyer and SOLARNUB and shall imply that the Buyer has carried out such verifications, studies and analysis as the Buyer deems relevant to take the decision, for which SOLARNUB assumes no liability in any case.
By accepting the Terms and Conditions, the Buyer acknowledges that SOLARNUB has fully informed the Buyer that the purchase implies the assumption of the risk of total or partial loss of capital, the risk of not obtaining the expected technical return and the risk of default of the investment.
(d) The information published on the Website in relation to the Deals has not been reviewed or authorized by any supervisory bodies. The foregoing notwithstanding, SOLARNUB shall apply due diligence to the evaluation of the admission of Deals and the compliance thereof with the fraud prevention measures implemented by SOLARNUB as described on the Website. Without prejudice to said obligation, SOLARNUB assumes no liability whatsoever for the veracity of the information provided by the third parties in the framework of said evaluation process.
(e) All payments made between the Buyer and the Supplier for the Deals that are ordered through the functionalities made available to the Buyers and Suppliers by the Platform are externalized in the entity providing payment services, Lemon Way, a limited liability company registered in the registry of payment institutions of the supervisory authority of financial institutions of the Republic of France under number 16.568 (“LEMON WAY”) and authorized in Spain for the development of its activity as a payment institution without permanent establishment in accordance with applicable laws. The Buyer, during the process of registration as such on the Platform, must sign the corresponding contractual documentation with Lemon Way to regulate its payment services relations therewith and proceed to the opening of a virtual payment account (e-wallet ) with Lemon Way. The relationship between the Buyer and Lemon Way shall be independent of the relationship between the Buyer, SOLARNUB and the Supplier, without prejudice to the provisions specified in these Terms and Conditions in relation to the authorization and mandate by the Buyers to SOLARNUB in relation to the consultation and execution of operations by SOLARNUB in the name and on behalf of the Buyer in the Buyers’s Lemon Way account. The Buyer has carried out the checks, studies and analysis that it has considered relevant to adopt the decision to open a payment account with Lemon Way. The Buyer saves SOLARNUB harmless of any liability that the Buyer may suffer as a result of delays or defaults of Lemon Way in the provision of payment services, without prejudice to set forth below regarding the operation of the Lemon Way account through SOLARNUB.
1. CONTRACTS AND SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENTS
In accordance with Clause 1 of these Terms and Conditions, each of the Buyers may participate in one or more Deals published in the Website by signing the relevant Agreement and the acceptance of the terms and conditions of the purchasing mode that Said Agreement specifies. In this sense, through the website, SOLARNUB offers Buyers model contracts and specific terms and conditions governing each of the Agreements and purchase mode specified therein.
2. CONDITIONS OF ACCESS BY THE BUYER
Access to the Website is free except for those sections for which an access password is required, which will be assigned by SOLARNUB to the User during the registration process, without prejudice to the right of the User to change said password at any future time. In order for the User to access the sections reserved for registered users, the User must complete and submit the registration form available on the Website.
Once registered, the User will be assigned a user name and a password, which will allow the User to be identified as a registered user and a Buyer and that the User is authorized to access the confidential information of the private Users / Buyers / Suppliers area of the Website. All user names and passwords are personal and non-transferable and may not be used by any third-party regardless of manner in which such identification data were obtained.
Registration as a user / Buyer for the use of the Web is free. In any case, for the provision of services to third parties and Buyers in relation to each Deal, SOLARNUB may apply the appropriate fees to be borne as required by the Buyer or by the Supplier. Additionally, SOLARNUB may apply, if any, to Buyers or Suppliers, those expenses or charges as may be specified at the time of registration in accordance with the provisions in these Terms and Conditions, under the terms and conditions specific to each type of purchase provided for in the Agreement and at the rates published on the Website.
Users of the Website must at all times make appropriate use thereof and of the services included or provided thereby, following the instructions provided by SOLARNUB through the Website and respecting at all times the current legality and property rights of SOLARNUB and any third party. Upon the use of the Website, SOLARNUB may request the consent of the User for the acceptance of additional or specific terms or conditions applicable to particular processes or the Agreements. Users are required to carefully read such terms and conditions and only accept (by clicking on the acceptance section that will appear next to the possible terms) after having understood them in full and as a sign of the will of acceptance thereby. As stated above, the acceptance of such terms and conditions shall imply that they will be fully applied by SOLARNUB to the Buyer.
It is prohibited for any User or third-party to take any action that implies access to data on the Website or the servers of the Platform and/or any action that causes damage or alterations to the contents of the Website, as well as intervening or causing alterations to email, with SOLARNUB reserving the right to exclude access to the Website by any User or third-party that violates said prohibition and to take such legal measures as may accrue thereto under applicable laws.
The desire of SOLARNUB is to offer a functioning Website with the greater availability and quality. However, the maintenance and updating of the tools and contents of the Website require interventions that may cause the temporary suspension of the Website’s availability. The policy of SOLARNUB is to schedule such maintenance and updates in times of reduced traffic to minimize the effects for the Users of the Website, without prejudice to SOLARNUB‘ discretion to carry it out at any time. In any case, SOLARNUB reserves the right to temporarily suspend access to the Website, providing timely notice to Users through a message on the Platform, to perform maintenance, repair, update or improvement of services, information and contents, as well to modify or update the information, contents and access conditions thereof.
The Website is not intended for distribution to, or use by, any person in any country or jurisdiction where such distribution or use is contrary to local laws or regulations. Anyone visiting the Website is responsible for knowing the terms of the local laws and regulations that are or could be applicable, as well as to comply with such laws and regulations.
Passwords provided by SOLARNUB for access to services offered on the Website must be stored by the User with the utmost diligence and responsibility, in order to prevent that the password could fall into the hands of a third-party, these passwords being confidential for all effects. With regard to the foregoing, the Buyer will be responsible in any case for the use of the user name and password that are assigned, either in cases where it was used by the User itself, an employee, representative or even an unauthorized third-party; and consequently, the User shall also be responsible for the information that any of the users, authorized or not, upload or distribute through the Website making use of the user name and password assigned thereto.
If the User suspects that an unauthorized third-party has accessed the password provided by SOLARNUB, the User shall immediately notify SOLARNUB so that SOLARNUB may issue a new password, without such issue implying any limitation of liability for the Investor.
3. OPERATION OF THE PLATFORM
3.1. GENERAL ASPECTS
In the Buyer’s private area, the Buyer will be able to access and analyze the Deals published on the SOLARNUB Website (in the terms collected on the Website and in the Terms and Conditions applicable to the purchase mode in each Deal, which must be accepted prior to making the payment).
Buyers shall be able to access the Deals published by SOLARNUB on the Website through the “DEALS” section and will be able to follow, as much as possible in real time and, in any case, daily, samples of interest for each one of the Deals published.
The User’s registration on the Website and commitment undertaken thereby in connection with a Deal does not constitute an obligation for SOLARNUB to seek or guarantee the success of obtaining sufficient resources to complete said Deal or the positive results thereof.
The Buyer may base its decision to subscribe the Purchase Agreement in each Deal, among other variables, on the information made available on the Website. Said information will be prepared and published by SOLARNUB, who, for this purpose and for the determination of the terms and conditions of the purchase formalized, shall have access to certain studies on the Deals. Without prejudice to any other additional information that may be appropriate to Buyer to take a decision to invest in a Deal, SOLARNUB shall make the corresponding contract to be signed by both available to Buyers and Suppliers, which shall enter into force if the investment objective published in the information on the Deal is met.
In addition, the Buyer shall also have access to the aforementioned studies in order to weigh their decision to enter into an Agreement. Said studies and analyzes are prepared based on objective criteria that the Buyer can consult during the established period and will be updated regularly with the information derived from Agreements subscribed through the Platform.
The Buyer acknowledges that the provision of the information and documentation described above does not constitute advice on the part of SOLARNUB in the decision to sign an Agreement by the Buyer with the Supplier. Similarly, the Buyer acknowledges that SOLARNUB cannot be held liable for the veracity of the information made available to it by third parties in the process of evaluating the Deals on the Website.
4. CONDITIONS OF THE BUYER
4.1. VERIFICATION OF IDENTITY AND INCOMPATIBILITIES
Lemon Way shall verify the identity of the Buyer in any case, without prejudice to the applicable provisions on the prevention of money laundering and the financing of terrorism and shall inform SOLARNUB of the results of such verification. The Buyer agrees to provide SOLARNUB and/or Lemon Way with the necessary documentation (e.g. Business Identification Number, Tax Identification Number, National Identity Card or Passport in the case) for this purpose and accepts that the lack of documentation which allows verification of the identity of the Buyer will authorize SOLARNUB to deny the registration of the User as a Buyer, as well as prevent the execution of any Agreements through the Platform.
Buyers and, where appropriate, their partners or directors may not (i) be disqualified pursuant to Law 22/2003 of 9 July, subject to insolvency or equivalent bankruptcy regulations of another Member State of the European Union; or (ii) be serving a sentence for the commission of crimes or misdemeanours against property, money laundering, socio-economic order, public finance or social security. By accepting these Terms and Conditions, the Buyer declares that it is not in any of the foregoing circumstances.
4.2. DECLARATIONS OF THE BUYER
The formalization of any Agreement by each Buyer through the Platform is performed their own names and at their own risk. Accordingly, the Buyer knows and assumes the risk that the operations will not have a positive outcome, and that the execution of an Agreement for Deals published on the Platform implies the assumption of the risk of total or partial loss of the invested capital, the risk of not obtaining the expected return and the liquidity risk of the investment.
4.3. BUYER ACCOUNT
A Buyer may only create and hold one account on the Platform for their professional use and must register using real User Data. Buyer is responsible for updating and correcting information they have submitted to create or maintain their account. As part of their account settings, they have the option to: (a) save, edit or delete personal information, including, without limitation, payment data; and (b) opt-out of persistent login.
Buyers understand and agree that SOLARNUB shall have no responsibility for any incident arising out of, or related to, their account settings. Buyers must safeguard their password and supervise the use of their account. Buyers are solely responsible for maintaining the security of their account and maintaining settings that reflect their preferences. We will assume that anyone using the App or transacting through your account is you.
You agree that you are solely responsible for any activity that occurs under your account. Your account will expire, and you will lose any SOLARNUB Rewards or discounts earned if your account is not maintained with current information, including a valid payment method.
5. OBLIGATIONS OF THE BUYER
5.1. INFORMATION OBLIGATIONS
Each Buyer will be liable to SOLARNUB for the information and declaration made to SOLARNUB through the Website. SOLARNUB assumes no liability whatsoever for the accuracy or veracity of the information sent by the Buyer through the Website.
5.2. PAYMENT OF APPLICABLE FEES AND EXPENSES FOR SERVICES RENDERED
The Buyer shall pay, all fees, commissions and expenses, if any, as may be applicable to the services provided by SOLARNUB to the Buyers in accordance with these Terms and Conditions and in accordance with the provisions of rates published on the Website.
5.3. INFORMED DECISION TO ENTER INTO AGREEMENT IN CONNECTION WITH THE DEAL AND CONTRACTING APPROPRIATE ADVICE.
Without prejudice to the information provided by third parties to Buyers through the Platform and the information and studies published by SOLARNUB and made available to Buyers through the Platform, the Buyer hereby undertakes, prior to confirmation of the commitment to sign an Agreement in relation to a Deal, to conduct an independent analysis of the Deal published on the Website and seek such additional information and external expertise as the Buyer deems necessary for a proper assessment of the desirability of signing an Agreement in relation with a Deal and, therefore, to take a fully informed decision.
ADDITIONAL OBLIGATIONS OF THE BUYERS
Any Buyer which registers on the Platform and has requested consideration as a Buyer from SOLARNUB, shall:
(a) Open a payment account with Lemon Way.
(b) Provide details of the bank account associated with the Buyer’s payment account with Lemon Way.
(c) Provide SOLARNUB any confirmation, authorization or instruction as may be requested thereby in the framework of the implementation of the Buyer’s operational and management mandate for the payment account opened with Lemon Way.
(d) Provide SOLARNUB any information which SOLARNUB may deem necessary for the purposes of evaluating your application for registration as a Buyer and commitment to subscribe or acquire an interest in a Deal and permission to communicate your data to third-party collaborators of SOLARNUB (i.e. Lemon Way)
(e) Respond in proper time and for to any requests made by SOLARNUB in the context of assessing your application for registration as a Buyer.
7. CONDITIONS OF SUPPLIERS
7.1. SUPPLIERS ACCOUNT
In order to use certain services, you are required to be registered with a special account through SOLARNUB (“Supplier Account”). Your Supplier Account will facilitate your use of various SOLARNUB services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with SOLARNUB.
You are responsible for maintaining the confidentiality of your Supplier Account password and are responsible for all activities that occur under such account. You agree to immediately notify SOLARNUB of any unauthorized use of your password or Supplier Account or any other breach of security related to the Platform or website. SOLARNUB is not and will not be liable for any loss or damage arising from your failure to manage your Supplier Account, including without limitation to regularly review the accuracy of your Offers and quotes and other information created on your behalf by authorized SOLARNUB personnel.
In addition to the other rights set forth herein, SOLARNUB reserves the right to refuse service and/or access to the Platform to you or any other Supplier at any time without notice for any reason.
When using your Supplier Account and the Platform or website directly, or indirectly via an authorized agent, to submit and manage other Deals, you accept and comply with certain terms and conditions applicable to Suppliers.
SOLARNUB may offer certain optional features or functionalities within your Supplier Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind your entity, please ensure that only an authorized person from your organization consents to, and accepts, these Terms.
7.2. CREATION OF OFFERS
By participating in the Platform, you shall define the conditions of, and may supply the content and images to describe and illustrate, your offer/quote and its terms, by completing and submitting, or authorizing an agent to complete and submit, an offer through your Supplier Account.
Submission of an Offer does not obligate SOLARNUB to accept the offer/quote or any of its contents nor to promote the offer and is not binding on SOLARNUB until SOLARNUB actually promotes the offer on the Platform. At the point SOLARNUB begins to promote your offer to the appropriate Buyers, the Sales Period begins, and the offer becomes an “Active Deal” during such Sales Period(s) unless SOLARNUB earlier terminates the offer for any or no reason.
You are responsible and liable for all offer content and terms, and for SOLARNUB’s or any Buyer’s use or reliance on any of the foregoing. In creating your offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.
7.3. PROMOTION OF OFFERS
If SOLARNUB accepts your offer/quote, SOLARNUB may promote the offer using any method and through any medium that SOLARNUB deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through SOLARNUB.
SOLARNUB further reserves the right, but has no obligation, to promote the offer through its affiliates and third-party business partners from time to time.
SOLARNUB will promote your offer to SOLARNUB Buyers and potential customers based on geographic or other geolocational data but will determine the Buyers and potential customers to whom your offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of product/services that may be offered through an offer, SOLARNUB will use all commercially reasonable efforts to stop promoting your offer accordingly.
7.4 RESPONSIBILITY FOR OFFER AND PRODUCT/SERVICES
You acknowledge that you are the Supplier of your offer and the issuer of the product/services. You also are responsible and liable for: (a) the decision to make your offer available through the SOLARNUB services; (b) fulfilling your offer with respect to all product/service holders; (c) supplying and shipping all goods and/or services specified in the offer; (d) handling any and all returns, exchanges, complaints, disputes, or refunds from Buyers.
7.5. INVENTORY FOR PRODUCT
The Supplier is responsible for all shipments of products to the Buyers and manages shipment for inventory to and from the Buyer. SOLARNUB does not hold the inventory but Suppliers must manage inventory and sell those items which they current inventory, maintain on in house EOQ levels, or have verifiable open PO’s.
Suppliers are to operate in a drop ship model, where all product is picked, packaged and shipped from Suppliers (or Supplier agents) directly to SOLARNUB Buyer ship to address on record. Terms of returns should be spelled out by the Supplier and the Supplier offers directly with Buyer for returns. Once the deals are returned to the Supplier they authorize SOLARNUB to adjust payment if needed (debit/credit) ensuring return costs are covered by the Supplier.
7.6. REDEMPTION OBLIGATIONS
You shall comply with your obligations specified in these Terms, the offer and other obligations regarding the use of your Supplier Account. In addition, when redeeming Deals, you shall: (a) honor the deal during the time period specified on, pursuant to the terms of, your offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the Deal.
7.7. YOUR THIRD-PARTY MERCHANTS
You may subcontract, or delegate portions of your performances required by these Terms with respect to a particular offer to a third-party (each, a “Third-Party Merchant”). If you subcontract or delegate to Third-Party Merchants with respect to fulfilling such offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third-Party Merchants. You shall require your Third-Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third-Party Merchants.
7.8. LICENSE TO YOUR CONTENT
You hereby grant SOLARNUB a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to SOLARNUB in your Supplier Account or otherwise use to describe your offer (“your Content”) in any and all media or formats in connection with SOLARNUB’s fulfillment of its rights and obligations under these Terms, including the promotion of offers and distribution of product/services.
7.9. PRESS RELEASE
SOLARNUB may, in its sole discretion, include you in any press release regarding the Deals described herein or identify you as a merchant. Press releases will be reviewed by both parties to insure agreeable satisfaction of the desired message by both parties. SOLARNUB agrees to work with Supplier(s) to produce and distribute press releases and in some instances will make requests of Suppliers to share in the costs associated with producing and distributing such methods of marketing.
The Supplier shall describe his offers and his products and services correctly, precisely and completely, and must clearly indicate any limitations, restrictions, or non-committal representations.
The Supplier shall describe clearly and exactly all relevant features and characteristics of the products and services which may be relevant for the Buyer’s purchasing decision, and all defects or shortcomings which may lead to a reduction of the products and services in value.
The Supplier shall provide information on the terms of delivery and payment. The Supplier shall be liable for the correctness and completeness of the information provided by himself.
In regard to offers which have been communicated, the Supplier shall inform SOLARNUB without delay if the relevant products or services are totally or partially sold-out or otherwise not available anymore. The same applies in case of any change of product or service quality, as soon as the Supplier gains knowledge of such quality changes.
OBLIGATION TO INDEMNIFY AND SAVE SOLARNUB HARMLESS
SOLARNUB will be a party to the Agreement merely as owner and responsible for the management of the Platform. Consequently, if a dispute arises between Supplier and any of the Buyers as a result of the Agreement or for the payments due or fulfilment of any other obligations agreed thereunder, SOLARNUB, as well as the directors, employees and agents thereof, shall be exempt from liability against any claims, demands and damages of any kind or nature, known or not, that may arise as a result of such a dispute or in any way related thereto.
The Buyer saves SOLARNUB fully harmless for any damages, including legal costs, which the Buyer may suffer as a result of any claim against SOLARNUB arising from breach by the Buyer of its commitments to the Supplier or against other Buyers. SOLARNUB assumes no liability whatsoever for any breach by the Supplier in connection with any Agreement, corporate agreements in cases where the Supplier is a legal person or for the management and administration of the Supplier.
SOLARNUB does review the offers/quotes of other Suppliers, in particular in regard to whether they are appropriate, correct, or complete. Nonetheless, the Buyer is solely responsible to review the Deals in the Platform and, if necessary, the Suppliers.
The Buyer is obliged to review and test the suitability of PV Products himself before installation, at the latest instance. The Supplier’s contractual products and services are determined solely by the agreement between SOLARNUB and the Supplier. The relevant technical specifications of the PV Products may only be taken from the technical specifications provided by Supplier or the manufacturers, but not from the information and data provided by SOLARNUB in the course of brokering.
8. OBLIGATIONS OF SOLARNUB
8.1. SERVICES PROVIDED BY SOLARNUB
8.1. 1 Operation of the Platform
In the framework of the operation of the Platform, Buyers and Suppliers may benefit from the following activities developed by SOLARNUB:
(a) Reception, selection and publication of Deals.
(b) Transmission of information to Buyers that is provided by the respective Supplier Companies (and other third parties) on the Deal.
(c) The provision to Buyers and Suppliers of the model contracts necessary for participation in the Deals and mechanisms necessary for their execution, upon acceptance of the terms and conditions regarding the type of purchase in which the Buyers will participate.
(d) After the execution of the Agreement, transmission to the Buyers of information provided by third parties regarding the evolution of the Deal and, where appropriate, relevant developments in relation thereto.
(e) If so required under the Agreement, provision to the Buyer of decision-taking mechanisms by all Buyers.
(f) Operational management of payments and collections of the Buyers and Suppliers through payment accounts in Lemon Way.
8.1.2 SOLARNUB Services and Conclusion of Agreements about PV Products.
(a) The Platform under SOLARNUB.COM is a platform for facilitating and brokering of agreements about PV Products between entrepreneurs. Such Users who are offering PV Products, Suppliers, and such Users who are interested in purchasing such PV Products, Buyers. SOLARNUB may act as a Supplier as well.
(b) Suppliers communicate their offers to SOLARNUB. Based on these offers and offers of its own (of SOLARNUB), SOLARNUB will then generate sample offers (Deals) for PV Products which will be forwarded to registered Users in the form of a newsletter and published on the internal (non-public) part of the Platform. These sample Deals shall not be legally binding but instead are meant to provide an overview to potential Buyers of PV Products and terms and conditions which are currently available. However, a Supplier shall have no claim against SOLARNUB that SOLARNUB shall actually have to include the Supplier’s offer in the sample Deals.
In case a Buyer is interested in one or more of the sample Deals, he may contact SOLARNUB in order to inquire for more detailed information, for example using the Request For a Quote function or Contact function in the platform.
Based on the Buyer’s request, SOLARNUB will then prepare a selection of specific Deals which, in SOLARNUB’s opinion, relate to the Buyer’s requirement according to his request, and communicate this selection to the Buyer. Initially, these Deals shall be anonymized, unless SOLARNUB itself is the Supplier. They will however contain the specific terms and conditions of the Supplier for his offer, which have been pre-negotiated between SOLARNUB and the Supplier (exact product specification, prices and payment terms, delivery times etc.). These Deals shall however still be without obligation or engagement and shall be subject to availability at the Supplier’s.
In case the Buyer agrees to the terms of one of the communicated Deals he will communicate this to SOLARNUB, specifying the offer in question. This communication shall be deemed a binding offer to SOLARNUB to close the purchase of the PV Product. Subsequently, SOLARNUB will communicate to both the Supplier and the Buyer the terms and conditions. The binding conclusion of an agreement shall then take place between SOLARNUB and the Supplier and SOLARNUB and the Buyer.
It shall not become party to any agreements regarding PV Products between Users.
8.2. PROVISION OF INFORMATION
The communication channel between Buyers and Suppliers enabled by SOLARNUB through the Website shall ensure that all information sent through that channel is accessible to other Buyers through publication in an easily visible place on the Website.
Once the Buyer and the Supplier have signed the Agreement and other additional documents and disbursed the funds for a given Deal, the information received and published on that occasion will remain continuously available for the Buyer (as well as other Buyers) that had participated in the Deal, on the Website during the period necessary until reimbursement to Buyers of the amounts provided through the Platform in relation to the Deal.
SOLARNUB shall provide the Buyers who so request the information that is sent through the communication channel enabled for this purpose, in hard copies and for a period of not less than five (5) years from the formalization of the Deal through the subscription of the Agreement between a Buyer, the corresponding Supplier and SOLARNUB.
8.3. ACTING UNDER THE PRINCIPLES OF NEUTRALITY, DILIGENCE AND TRANSPARENCY
SOLARNUB shall operate in accordance with the principles of neutrality, diligence and transparency at all times.
8.4. INFORMATION OBLIGATIONS
SOLARNUB shall publish the relevant information that the Supplier provides with respect to the Deal on the Website, without assuming any liability for the truthfulness, authenticity, accuracy or timeliness of the information.
In addition to the above, SOLARNUB will make an online communication mechanism available to the Buyers and the Suppliers, through which communications may be carried out in relation to the Deals.
The Website may contain hyperlinks or references that link to third-party web pages and/or activities. SOLARNUB assumes no liability whatsoever for the content, materials, services or any other elements of third parties, or the correct or continued operation of the hyperlink.
8.5 MECHANISMS IN CASE OF CESSATION OF ACTIVITY
Given that the Website enabled by SOLARNUB is based on software, hardware and Internet systems, SOLARNUB does not guarantee continued or uninterrupted access to and use of the Website. Consequently, the system may not be available due to fortuitous circumstances or force majeure, technical difficulties or Internet failures, or any other circumstance beyond the control of SOLARNUB. In such cases, an attempt will be made to restore it as quickly as possible without any liability to SOLARNUB.
SOLARNUB shall not be liable for any errors or omissions contained on the Website. SOLARNUB assumes no liability whatsoever to the Users, who shall not have any rights to demand payment of damages because of technical difficulties or failures in the systems or in Internet.
The Web is hosted on a secure data center owned by a specialized hosting company, whose availability of services is guaranteed.
Given the diversity of parties involved in the services of the website, SOLARNUB does not guarantee continuous availability. Notwithstanding the foregoing, to avoid the unavailability of Platform services, SOLARNUB has implemented a triple backup system:
(a) Custom backups (developed by SOLARNUB) of the database, which are performed every hour on different servers.
(b) Back-up of transactions in e-wallet by Lemon Way; and
(c) Daily differential backups of the entire virtual server where the Platform is hosted by the internet service provider (ISP).
Likewise, in case of definitive cessation of the activity of SOLARNUB for any reason, the contractual relationship between SOLARNUB and the Buyer will terminate in accordance with the provisions of Clause 12 below. In such an event, the Buyer hereby acknowledges that such termination shall not affect the provisions of the Agreement that may have been entered into between the Buyers and the Suppliers and/or the partners thereof, which shall remain in force for the term established in said agreement and governed by the provisions thereof. In such an event, the Buyers must coordinate with the Supplier for the provision thereby of the appropriate mechanisms for communication between the Buyers and the Suppliers in the development of their relationship under the Agreement, without the Buyers having any right to make any claims against SOLARNUB for any reason.
8.6. MEASURES TAKEN BY SOLARNUB TO MINIMISE THE RISK OF FRAUD AND OPERATIONAL RISK
SOLARNUB shall at all times maintain the procedures and policies necessary to minimize the risk of fraud in its operations by the following means:
(a) Measures to minimise the risk of fraud:
Considering the type of business and investments made relying on their services, the possibility that fraud may occur give both internal and external sphere of SOLARNUB for which it will implement the following procedures and measures:
(i) Before accepting the publication of a Deal in the Platform, SOLARNUB shall perform the identification of both the Supplier and of the Product/Service that is the target of the Deal, crossing the data on both publicly available data in official records and by requesting third-party supporting documentation necessary to determine the following regarding the Deal: (1) the reality thereof and (2) that it has the title and legal capacity therefore. This identification and analysis of the reality of the Deal includes:
- An analysis of the market in which the Deal is situated by the internal SOLARNUB teams.
- SOLARNUB shall compare the prices and competitiveness of the market area by means of specialized professionals that allow to verify the hypotheses indicated by the Suppliers.
- SOLARNUB shall review the contracts that give shape to the Deal with the necessary professionals to ensure the enforceability of the obligations subject thereto.
- The analysis of public records by SOLARNUB to identify the holder of the Goods that the object of the Deal and to determine any encumbrances thereon.
- SOLARNUB shall study all Deals published on the Platform.
(ii) SOLARNUB shall periodically review their systems to detect operations performed using the Platform and match the information received from the Supplier and payments that have been made with each Deal in order to prevent any wrongful or improper application of the Platform by its employees, Buyers or Suppliers.
(iii) SOLARNUB will internally implement and update a crime prevention plan that will allow its employees know the actions to perform and, if necessary, to initiate disciplinary action against employees who violate the internal rules.
(b) Measures to minimise operational risk:
(i) The board of directors of SOLARNUB know the main aspects of operational risks, different risk categories, and periodically review and approve the framework used for operational risk management. This framework provides a valid definition of operational risk across the entire enterprise and establish the principles to define, assess, monitor and control or mitigate these risks.
(ii) The board of directors of SOLARNUB shall periodically provide senior management with guidelines and unambiguous guidance on the principles on which the operational risk management framework is based and approve the corresponding policies developed by senior management. These guidelines and orientations cover operational risk as well as their tolerance to it under its policies for managing these risks and their criteria for setting priorities among the activities developed for that purpose, specifying to what extent and in what way SOLARNUB transfers operational risk outside the company.
(iii) Recurrently, SOLARNUB will conduct an internal audit of its processes to ensure that they are efficient and allow the ordinary course of its activities in accordance with policies, standards and guidelines adopted by the board of directors.
(iv) The senior management of SOLARNUB shall implement the operational risk management framework established by the board of directors in the policies, processes and specific procedures that can be applied and verified within the different business units and shall ensure that SOLARNUB’s employees appropriately comply therewith.
(v) The essential processes that SOLARNUB will implement in its operations include the following:
- High-level studies on the progress made by SOLARNUB to achieve operational risk control objectives.
- Verification of compliance with management controls.
- Establishment of policies, processes and procedures for the analysis, treatment and resolution of cases of non-compliance.
- Establishment of a system of documented approvals and authorizations to ensure accountability to the most appropriate management category.
- Verification of the respect for the limits or maximums assigned for risk.
- Establishment of safeguards to access assets and files and use them.
- Recruitment of personnel with adequate experience and training.
- Identification of business lines or products in which performance is far from that reasonably expected.
- Regular verification and reconciliation of SOLARNUB‘s operations and accounts.
8.7. CONSERVATION OF INFORMATION
SOLARNUB will keep the information that the Buyers and Suppliers have supplied, either through the Website or through any other means, for a period of five (5) years.
9. APPLICABLE COMMISSIONS AND EXPENSES FOR TRANSACTIONS BROKERED AND FOLLOW-ON TRANSACTIONS
SOLARNUB shall apply the rates, commissions and expenses that are at the time published on the Website for each of the services provided by SOLARNUB. Such expenses and commissions will be invoiced according to that specified on the Website.
In principle, Suppliers and Buyers may use the Platform free of charge. However, in case a Supplier and a Buyers, following the facilitating and brokering services provided by SOLARNUB under this Agreement, enter into an agreement about the sale or providing of PV Products, the Supplier shall pay a commission fee to SOLARNUB. The exact amount of the commission fee shall be agreed between the Supplier and SOLARNUB separately.
Follow-on transactions between Suppliers and Buyers which are entered into within 6 months after a transaction brokered by SOLARNUB under this Agreement, shall also be subject to a commission fee, with this commission fee being determined pursuant to the same terms and conditions as the original transaction. In case these terms and conditions cannot be applied to the follow-on transaction the Parties shall agree on a different commission fee, with the percentage nonetheless being based on the commission fee with the incurred original transaction. The Supplier must make sure that subsequently, all follow-on transactions which are subject to a commission fee are concluded with the participation of SOLARNUB, and must therefore, if he is approached by the Buyer, direct the Buyer to SOLARNUB. He direct conclusion of a transaction without involving SOLARNUB shall not be permitted. All this does not apply to transactions regarding products and services which are not PV Products. In the event that the Supplier enters into an agreement directly with a Buyer which is subject to the commission fee, without involving SOLARNUB, the Supplier shall pay to SOLARNUB a compensation of 10% or the net remuneration payable by the Buyer to the Supplier according to said follow-on transactions.
The commission and the compensation, as applicable, shall be payable upon the conclusion of the respective agreement between the Buyer and the Supplier, and shall be plus value added tax.
In order to allow the determination of the commission fee or the compensation, as applicable, the Supplier is obliged to inform SOLARNUB without delay about the relevant terms and conditions of his agreement with the Buyer, in particular the purchase price and the type and number of the products or services sold. This shall typically be done by sending a copy of the order confirmation or similar meaningful documents.
In the event that an offer communicated to the Supplier is not accepted, or if the Supplier and the Buyer eventually agree on different terms and conditions, the Supplier shall inform SOLARNUB about this without delay, too, and also give the reason why the offer was not accepted or why the terms and conditions were changed. In case the Supplier and the Buyer have agreed on different terms and conditions, SOALRNUB may claim an increase of the commission fee if the price or the numbers have increased compared to the original offer.
10. CONFLICTS OF INTEREST
SOLARNUB maintains a conflict of interest management policy, which is published on the Website and can be downloaded from the following link.
11. PROCEDURES FOR THE SUBMISSION OF COMPLAINTS AND CLAIMS
The activity developed by SOLARNUB and the relations between the Buyers and the Suppliers are subject, as applicable, to Spanish legislation on the protection of consumers and users.
Any complaint or claim submitted by the Buyers or Suppliers must be performed in accordance with the Regulation of the Customer Service of SOLARNUB, which is at all times available to the User on the Website.
12. DURATION OF THE CONTRACTUAL RELATIONSHIP WITH SOLARNUB
The contractual relationship derived from these Terms and Conditions has an indefinite validity, unless SOLARNUB or the Buyer or the Supplier otherwise decides by means of written communication to terminate it at any time, in which case a minimum notice of (30) days must be given, without prejudice to that provided in the Agreement, which, if applicable, has been signed by the Buyers and SOLARNUB or the Suppliers and SOLARNUB, which shall remain in force for the period established in said agreement and shall be governed by the provisions thereof.
13.1. GROUNDS FOR TERMINATION
The following are causes for termination of the contractual relationship between SOLARNUB and the Buyer or the Supplier:
(i) The non-payment by the User of the fees, expenses or commissions due to SOLARNUB.
(ii) Non-compliance by the User with information obligations through the Website.
(iii) Any other breach by the User of these Terms and Conditions or of the commitments assumed by the Buyer or Supplier through the Website in the registration process or any other.
13.2. EFFECTS OF TERMINATION
The termination of the contractual relationship between SOLARNUB and the user will produce the following effects:
(i) The Buyer and Supplier shall pay all amounts owed to SOLARNUB, if any, for any reason for the services rendered.
(ii) SOLARNUB will unsubscribe the User from the Website.
(iii) The termination of these Terms and Conditions will not affect clauses relating to:
- Rates (with respect to the fees which may be pending for the provision of services provided by SOLARNUB);
- Data Protection
- Indemnities; and
- Dispute resolution.
(iv) The Buyer and the Supplier will indemnify and save SOLARNUB and its directors, officers, agents, affiliates, associates and employees harmless for any losses or costs, including reasonable attorneys’ fees, incurred as a result or in connection with any breach by the Buyer or Supplier of these Terms and Conditions or any law or right of a third-party.
13.3. VOLUNTARY CANCELLATION OF THE SUBSCRIPTION
The Buyer and the Supplier may request to opt-out of the Website from SOLARNUB at any time. In this case, SOLARNUB must be notified through the Website and SOLARNUB shall terminate the registration no later than thirty (30) days from the time when the request is formalized.
The consequences of termination provided for in the previous section will be applicable in case of voluntary cancellation by the Buyer or the Supplier.
If the Buyer has executed one or Agreements with the Supplier through the Website in relation to different Deals, these may not be terminated except as provided in said Agreements.
14. PROTECTION OF PERSONAL DATA
15. INTELLECTUAL PROPERTY
All contents of the Website (including but not limited to databases, texts, trademarks, trade names, audio, logos, distinctive signs, animations, images, videos, designs, page structure, etc.) as the property of SOLARNUB or have been assigned to it for use thereby. The use of the Website does not confer to the Users any exploitation rights of any kind or any kind of ownership of the contents thereof, or any intellectual and/or industrial property rights thereon. The rights of use of users or third parties will be limited to those expressly recognized in these Terms and Conditions or recognized dynamically during the use of the Website by the User.
The transformation, reproduction, exploitation, distribution, public communication and/or assignment, whether for a consideration or free of charge, of any of the contents of the Website is totally prohibited.
SOLARNUB makes express reservation against Users and other third parties in the exercise of all the rights that protect their legitimate intellectual and industrial property rights.
The use of the intellectual property of third parties in the content of the Website should not be understood to mean that the third-party endorses, supports or is in any way associated with SOLARNUB.
16.1. ASSIGNMENT OF CONTRACTUAL POSITION
SOLARNUB reserves the right to assign both its contractual position under these Terms and Conditions in its entirety and, in part, and to assign certain rights derived therefrom to any third parties, without the prior consent of the Buyer, provided that the applicable law so permits. SOLARNUB shall notify the Buyer of the assignment in the terms in which it takes place, through the Website.
The assignment of rights and/or the contractual position, if any, that takes place shall in no case adversely affect the contractual position of the Buyer. In no case may the Buyer assign its contractual position or any of its rights and obligations under the Terms and Conditions.
SOLARNUB reserves the right to subcontract its obligations under these Terms and Conditions to any third-party, in whole or in part, with prior notification thereof to the Buyer.
Any information that may be accessed by Users indicated as confidential information and that which is not of a public nature or enters the public domain without any breach of a confidentiality obligation with SOLARNUB, will be considered confidential, may constitute a business secret of SOLARNUB and/or of the companies with which it has agreements and can not be disclosed or communicated publicly without the prior written consent of SOLARNUB.
These Terms and Conditions may be amended by SOLARNUB, in which case SOLARNUB shall notify the User via internal notification through the User area of the Website. Said notification shall be made within a reasonable time after learning of the need to amend the Agreement. If the User does agree to the new amendments, the User may cancel its contractual relationship as a User of SOLARNUB with prior notification of one (1) month.
If any provision (or part of any provision) of the Terms and Conditions are declared invalid, unenforceable or illegal, it shall not affect the rest of the Terms and Conditions, which shall remain in force, with SOLARNUB replacing the affected clause, or the relevant part thereof, for another that is applicable and that reflects the spirit of that initially agreed between the parties. This provision will not be effective if the divisibility affects the basic nature of the Terms and Conditions, or if it is contrary to the general principles of the Law.
The failure or delay in the exercise of any right or action derived from these Terms and Conditions does not constitute any waiver thereof.
Failure by SOLARNUB to require compliance with any of the obligations set forth in these Terms and Conditions or failure to exercise their rights or actions that accrue thereto:
(a) Shall not release the User from the fulfilment of any of the obligations; and
(b) shall not be construed as a waiver of future compliance with any obligation or of the exercise any rights or remedies under the Terms and Conditions.
Any notice that SOLARNUB wishes to make to its Users will generally be carried out through the private User area of the Website, sent to the email address provided in the registration process, or any other that the User provides after registration. It is the responsibility of the User to ensure that any changes in the email address or identification data for the purposes of notifications are properly notified to SOLARNUB. Any notice that SOLARNUB sends to the User’s e-mail address or through the private user area of Website will be deemed to have reached its destination at the time of sending or posting.
16.7. APPLICABLE LAW. JURISDICTION.
With express waiver of any other jurisdiction to which they may be entitled, the parties hereto expressly agree to submit any controversy that may arise in connection with SOLARNUB, the Website and these Terms and Conditions to the Courts and Tribunals of the city of Málaga and shall be settled pursuant to Spanish law. The forgoing notwithstanding, if the User has the status of consumer for the purposes of Royal Legislative Decree 1/2007, of 16 November, which approved the revised text of the General Law for the Defence of Consumers and Users, the applicable jurisdiction shall be the Courts of the User’s registered office or address.