General Terms and Conditions

§ 1 Scope of Application and Definitions

(1) Scope of Application

These General Terms and Conditions govern the use of the online marketplace for battery storage projects and other renewable energy projects (“Marketplace”) operated by Voltpark GmbH, Hamburg (“Voltpark”). They also apply to all brokerage and referral services provided by Voltpark in connection with the development, review, marketing and trading of such projects and project rights.

These Terms apply regardless of whether information or services are provided via the Marketplace, by email, or by any other means.

(2) Customers

“Customers” are all natural and legal persons as well as (partially) legally capable partnerships that have registered a user account with Voltpark.

The Marketplace is exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code). Consumers within the meaning of § 13 BGB are excluded from using the Marketplace.

(3) Precedence of These Terms

These Terms and Conditions shall apply exclusively. Deviating or conflicting terms and conditions of the Customer shall not apply unless Voltpark has expressly agreed to their validity in writing.

§ 2 Registration, Contract Formation, Term and Termination

(1) Registration and Contract Formation

Registration is required to use the Marketplace. After entering the registration data, an access request is created by the user. Voltpark reviews this request and may accept or reject it at its sole discretion.

The Marketplace is only activated for the respective user upon confirmation of the request and subsequent activation of user access. The usage agreement between Voltpark and the Customer is concluded upon activation.

(2) Term and Termination

The usage agreement runs for an indefinite period and may be terminated by either party at any time with 14 days' notice in text form.

Remuneration claims already accrued by Voltpark – in particular commission claims pursuant to § 7 – shall remain unaffected by termination.

§ 3 Description of Services

(1) Marketplace Offering

Voltpark provides a digital marketplace on which projects and project rights in the field of renewable energy (“Brokerage Objects”) can be listed, reviewed, evaluated, and brokered. Brokerage Objects may include, in particular:

• Project rights such as grid connections, land rights, or permits,
• Development projects at various stages (Early/Mid/Late Stage),
• Ready-to-build project rights,
• Existing installations,
• Other energy-related project or marketing rights,
• As well as portfolios formed from the aforementioned categories.

(2) Customer Roles

Customers may use the Marketplace in particular as

• Providers (“Providers”) to list projects or project rights, or
• Investors (“Investors”) to view, review, and express interest in projects.

Communication, structuring, and negotiation support may be facilitated by Voltpark without this constituting advisory services in a legal sense.

(3) No Contractual Party, No Advisory Services

Voltpark does not become a contractual party to purchase, participation, or cooperation agreements concluded between Providers and Investors. Voltpark does not accept or make offers in its own name.

Voltpark does not provide legal, tax, or investment advice. Decisions regarding the acquisition, sale, or participation in projects are made solely by the respective Customer at their own responsibility.

(4) No Warranty for Content / Projects

Voltpark does not act as the owner or operator of the Brokerage Objects and assumes no responsibility for the technical, economic, or legal characteristics of the projects, their suitability for specific purposes, or the realization of economic expectations.

To support internal processes, Voltpark may use automated systems and large language models (LLMs), in particular for structuring, analyzing, summarizing, or preparing information.

The use of such systems is solely supportive. No legal, tax, economic, or technical advisory services are associated with this. Decisions regarding projects, transactions, or their evaluation are not made automatically but lie exclusively within the responsibility of the respective Customers.

§ 4 Compliance, Sanctions, and Anti-Money Laundering

(1) Compliance with Legal Requirements

The Customer warrants that it will comply with all applicable legal requirements, in particular those relating to the prevention of money laundering, terrorist financing, corruption, bribery, and compliance with national and international sanctions and embargo regulations.

(2) No Sanctions Listing / No Prohibited Persons

The Customer warrants that

• neither the Customer itself, nor its legal representatives, beneficial owners, or controlling shareholders are listed on any national, European, or international sanctions list (in particular those of the European Union, the Federal Republic of Germany, the United States of America, or the United Nations),
• the Customer is not owned or controlled by any such listed person,
• the use of the Marketplace and any transactions initiated through the Marketplace do not violate applicable sanctions or embargo regulations.

The Customer undertakes to inform Voltpark immediately in text form if any such listing or circumstance arises or becomes known.

(3) No Money Laundering / No Terrorist Financing

The Customer warrants that

• all transactions initiated or concluded through the Marketplace are carried out exclusively with lawfully obtained funds,
• the use of the Marketplace does not serve the purpose of money laundering or the financing of terrorist or other criminal activities,
• no transaction through the Marketplace is used to circumvent legal transparency, reporting, or disclosure obligations.

(4) Cooperation Obligations and Right of Review

Voltpark is entitled, where there is justified cause, to

• request appropriate evidence of the Customer's identity, authority to represent, or beneficial owners,
• demand commercial register extracts or comparable documents,
• obtain additional information regarding the legal or economic structure of the Customer.

The Customer undertakes to respond to such requests within a reasonable period.

(5) Right of Rejection and Suspension

If there are concrete indications of a violation of the foregoing obligations or of applicable sanctions, anti-money laundering, or criminal law, Voltpark is entitled to

• refuse activation,
• temporarily suspend or permanently terminate access to the Marketplace,
• prevent the transfer of project data or contact data.

There is no entitlement to a statement of reasons, to the extent permitted by law.

(6) Indemnification

The Customer shall indemnify Voltpark against all third-party claims resulting from a culpable breach of the foregoing obligations, including reasonable costs of legal defense.

§ 5 Terms of Use & Confidentiality

(1) Confidential Use of Information

All information, project documentation, and data content provided by Voltpark are subject to strict confidentiality and may only be used for the Customer's own review of the respective Brokerage Object. Disclosure to third parties or any other use (in particular commercial use) is only permitted if

• the recipients are affiliated or represented companies that are duly registered in the account, or
• Voltpark has expressly consented to the disclosure or use in text form in advance.

(2) Accuracy of Customer Data

The Customer undertakes to notify Voltpark immediately of any changes to its company, contact, or representative data.

(3) Access Credentials

Access credentials for the Marketplace must be kept confidential and protected against unauthorized access. The Customer is responsible for ensuring that no unlawful actions are carried out using its access credentials. Voltpark must be informed immediately if unauthorized use is suspected.

(4) Prohibition of Unauthorized Disclosure of Project and Contact Data

Customers may not copy, distribute, publish, disclose to third parties, or store in bulk any project, offer, or contact data made available to them through the Marketplace without the prior consent of Voltpark.

(5) Sanctions

In the event of violations of the foregoing obligations, Voltpark is entitled to

• claim damages, and
• temporarily suspend or permanently delete the Customer's account.

Further contractual or statutory claims remain unaffected.

§ 6 Obligations and Representations of Providers

(1) Completeness and Accuracy of Information

Providers are obliged to provide complete, clear, and truthful information about their projects, in particular regarding

• technical specifications,
• permit status,
• timelines,
• price expectations and key contractual terms,
• other relevant project data and documentation.

(2) Ownership / Authorization / Mandate

The Provider warrants that it

• is either the legal owner of the listed project or property rights, or
• holds a valid, demonstrable power of attorney or mandate authorizing it to market the project on behalf of the respective rights holder.

Voltpark is entitled to request appropriate evidence (e.g., mandate agreements).

(3) Changes to the Project

Changes that may materially affect the value, status, or marketability of the project (e.g., permit status, grid capacity, price expectations) must be communicated to Voltpark immediately, but no later than within five business days, and updated in the project information.

(4) Obligation to Inform About Closings / Follow-on Transactions

The Provider undertakes to inform Voltpark immediately about the conclusion of contracts regarding projects brokered through the Marketplace as well as about relevant follow-on transactions pursuant to § 7, and to provide information on the contract date and transaction volume upon request.

§ 7 Obligations and Representations of Investors

(1) Approval by Voltpark

After registration and approval by Voltpark, Investors may view the project information released to them. There is no entitlement to approval.

(2) Authority to Represent and Financial Capacity

The Investor warrants that it

• has full legal capacity, and
• acts in its own name or validly on behalf of a company or third party that it is authorized to represent in using the Marketplace, and
• has the economic and organizational capability to carry out transactions of the intended scale.

(3) Project Data Release / Communication

To access further project data, the Investor must request a release. Voltpark decides on the release and coordinates further communication with the Provider.

(4) Purchase Interest / Expression of Interest

If the Investor wishes to acquire a project or participate in it, it may submit a formal expression of interest (“Expression of Interest”) to Voltpark. The Provider's contact details may be released at Voltpark's discretion thereafter. A formal expression of interest does not constitute an obligation to conclude a contract.

(5) Obligation to Inform About Transaction Completion

The Investor undertakes to inform Voltpark immediately about the completion, date, and volume of transactions resulting from contacts brokered through the Marketplace, so that Voltpark can review and assert any remuneration claims pursuant to § 7.

§ 8 Remuneration Models and Contact Fee

(1) Marketplace Access Models

Voltpark may offer access to the Marketplace under various usage models, in particular

• a free basic access (“Free Access”) that allows registered users to list and view projects and express non-binding interest, and
• a paid access (“Business Plan” or comparable tiers) with extended features, analytics, and services.

The current access models, scope of services, and prices are set out on the Marketplace or in a separate agreement with the Customer.

(2) Payment Processing for Paid Plans

Fees for paid access or additional services may be settled – depending on the payment methods offered by Voltpark – in particular by credit card, SEPA direct debit, via online payment services (e.g., Stripe), or by invoice and bank transfer.

Payment processing may be handled by external payment service providers. Voltpark does not store complete payment data itself unless legally required to do so. Further details can be found in Voltpark's Privacy Policy.

(3) Success Fee and Circumvention Protection

If a contract is concluded regarding a project or project right as a result of a contact brokered or demonstrated by Voltpark, a success commission is owed to Voltpark.

The success commission amounts to 2 percent of the agreed transaction volume and is payable by the seller of the project (“Contact Fee”), unless a deviating individual remuneration agreement has been expressly made in text form between Voltpark and the parties involved.

The Contact Fee becomes due upon signing of the relevant purchase, participation, transfer, or economically equivalent agreement.

A division of the remuneration into milestones, discounts, or other reductions is excluded unless expressly agreed otherwise with Voltpark in text form.

The parties undertake not to circumvent Voltpark. A circumvention exists in particular if Providers and Investors conclude a transaction directly or through third parties after the contact was established by Voltpark, without involving Voltpark or paying the Contact Fee owed.

Acts equivalent to circumvention include, in particular, the use of nominees or affiliated companies, delayed closings, and legally different but economically equivalent arrangements.

In the event of a culpable circumvention, Voltpark shall be placed in the position it would have been in if the transaction had been properly processed through the Marketplace subject to commission. Further claims for damages remain unaffected.

(4) Confirmation Obligations and Evidence

The seller undertakes to inform Voltpark fully and truthfully about the completion, date, and transaction volume. Voltpark is entitled to request suitable documentation as evidence. Submission may be in a suitable, including redacted, form.

The obligation to inform exists regardless of whether the contract was concluded directly through the Marketplace, after direct contact between the parties, or outside the platform.

Voltpark is entitled to request written confirmations from the parties involved regarding

• the completion of a transaction,
• the date of contract conclusion, and
• the amount of the transaction price

in order to calculate and invoice the Contact Fee.

The parties are obliged to provide this information fully and truthfully and to supply suitable evidence upon request (e.g., excerpts from purchase agreements, side letters, closing statements).

(5) Prior Knowledge

The Provider is entitled to invoke prior knowledge of an Investor brokered by Voltpark, provided that the specific Investor was demonstrably known to the Provider in relation to the relevant project before the activation or contact initiation through Voltpark, and the parties were already engaged in a substantive exchange regarding this project. A mere transmission of a teaser, rudimentary project information, or a non-binding initial approach is expressly not sufficient for this purpose.

Prior knowledge must be communicated to Voltpark in writing within 14 days of contact initiation and substantiated by suitable documentation (e.g., prior correspondence, NDA, term sheet, or other documented negotiation materials).

If no such evidence is provided within this period, the Investor shall be deemed to have been brokered by Voltpark in relation to Voltpark. In this case, Voltpark's claim to payment of the Contact Fee arises in principle, provided that a transaction results from this contact. The Provider is precluded from raising the defense of prior knowledge in this regard.

§ 9 Follow-on Transactions Within the Same Contact Initiation

(1) Principle

If Voltpark has put an Investor in contact with a Provider or seller of a project or project right and further transactions between

• the Provider/seller or an affiliated company thereof, and
• the Investor or an affiliated company, fund vehicle, or other acquisition vehicle thereof,

result from this contact, a claim for payment of the Contact Fee pursuant to § 7 also arises for this further transaction, provided that the conditions of paragraphs 2 and 3 are met.

(2) Definition of Further Transaction

A further transaction exists in particular if

• it is based on the initial contact established by Voltpark and would not have occurred without it,
• it takes place within the same ongoing communication or negotiation context (including follow-up meetings, data room access, term sheets, offer documents, or due diligence processes), or
• it can be economically qualified as an extension, supplement, structural variant, portfolio transaction, or alternative form of the originally discussed transaction.

It is irrelevant whether the further transaction is legally structured differently (e.g., share deal, asset deal, participation, joint venture, purchase of partial rights, or portfolio transaction), provided it is economically based on the contact initiated by Voltpark.

(3) Temporal Scope

The claim for the Contact Fee for a further transaction arises if the relevant contract for this transaction is signed within 12 months of the initial contact being established by Voltpark.

The time of the contact referral is determined by the Marketplace documentation, in particular the release of contact data, the formal expression of interest, or other documented contact initiation through Voltpark.

(4) Amount and Due Date of Remuneration

The amount and due date of the Contact Fee for a further transaction are governed by § 7 of these Terms.

(5) Distinction from Independent Follow-up Contacts

No claim under this § 8 exists if

• the further transaction is concluded after the expiry of the period pursuant to paragraph 3, and
• is demonstrably based on a new, independent initial contact not brokered by Voltpark.

The burden of presentation and proof for the existence of such an independent contact lies with the Customer invoking it.

§ 10 Content, Third-Party Rights, and Indemnification

(1) Responsibility for Content

Voltpark is not liable for content, data, or documents uploaded by Customers. The respective Customer is solely responsible for their legality, accuracy, and timeliness.

(2) Third-Party Rights / Legal Compliance

The Customer warrants that its content does not infringe any third-party rights (in particular copyrights, trademarks, name rights, personality rights, or other protective rights) and complies with applicable legal provisions.

(3) Indemnification

The Customer shall indemnify Voltpark against all third-party claims asserted on the basis of content, information, or actions uploaded by the Customer in connection with the use of the Marketplace. This includes the reasonable costs of legal defense.

§ 11 Rejection, Deletion, and Suspension of Accounts

Voltpark is entitled to

• reject, remove, or edit offers or content, and
• temporarily suspend or permanently delete user accounts,

if the Customer

• violates these Terms,
• acts in breach of applicable law,
• misuses the Marketplace, or
• the legitimate interests of Voltpark or other Customers so require.

The Customer has no claim to the restoration of an account or specific content.

§ 12 Limitation of Liability

(1) General Disclaimer

Voltpark makes no warranty for the completeness, timeliness, or accuracy of the information, project data, or other content provided. Use of the Marketplace is at the Customer's own risk.

(2) Liability for Ordinary Negligence

Voltpark shall only be liable – regardless of the legal basis – for damages

• caused intentionally or through gross negligence, or
• resulting from the breach of a material contractual obligation (cardinal obligation).

In the case of slight negligence, liability is limited to the typically foreseeable damage.

(3) Limitation of Liability by Amount

To the extent permitted by law, Voltpark's liability is limited in amount to the remuneration actually received by Voltpark from the respective Customer in connection with the disputed transaction.

(4) No Liability for Lost Profits and Indirect Damages

Voltpark shall not be liable for indirect damages, consequential damages, or lost profits, unless intent or gross negligence is present.

(5) Mandatory Liability Provisions

The foregoing limitations of liability do not apply to claims

• under the Product Liability Act,
• for injury to life, body, or health, and
• in cases of mandatory statutory liability.

§ 13 Data Protection

The Privacy Policy published on the Marketplace applies. Voltpark processes personal data exclusively within the framework of statutory provisions and only to the extent necessary for the provision, processing, and further development of the Marketplace and related services.

§ 14 Place of Performance, Jurisdiction, and Applicable Law

The place of performance for all services under the usage relationship is Hamburg.

German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Hamburg.

§ 15 Amendments to These Terms

Voltpark reserves the right to amend these Terms with effect for the future if this is necessary for objective reasons, in particular due to changes in legal requirements, technical developments, or adjustments to the scope of services.

The amended Terms will be made available to the Customer in a suitable manner, in particular by notice on the website or in the user account. Continued use of the platform requires express consent to the amended Terms.

If the Customer does not give consent, further use of the platform is not possible.

§ 16 Dispute Resolution

The Marketplace is exclusively directed at entrepreneurs. Voltpark therefore does not participate in dispute resolution proceedings before a consumer arbitration board.

§ 17 Severability Clause

Should individual provisions of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the valid provision that comes closest to the economic purpose of the invalid provision shall be deemed agreed. The same applies to any regulatory gaps.