§ 1 Scope
1. These terms and conditions apply to the use of the online marketplace www.project-forum.biz operated by Project Forum 4t2 GmbH (hereinafter also referred to as ProjectForum4t2) and for the verification and brokerage services in connection with the realization of photovoltaic systems (“PV systems”). It is irrelevant if the verification and brokerage services are documented with single or multiple contracts or only result from the information of the online marketplace and the associated communication.
2. “User” according to these terms and conditions is a natural person, a legal entity or a partnership having legal capacity, acting in the performance of a commercial or a self-employed occupational activity when using the online marketplace and having received the access data of ProjectForum4t2 after registration.
3. These terms and conditions apply exclusively. ProjectForum4t2 expressly rejects any conflicting terms and conditions or terms deviating from our own unless expressly agreed to in writing.
§ 2 General description of services
1. ProjectForum4t2 offers an online marketplace with a protected area for contact, evaluation, and contract initiation in connection with the purchase and sale of objects. “Objects” according to the online marketplace are (i) project rights for PV systems, (ii) turn-key PV systems to be built, and (iii) operational PV systems.
2. “Project rights” in this connection are all transferable legal positions connected to the realization of a PV system. This includes, for example, authorizations under public or private law, license agreements, agreements for the procurement of components, technical planning, expert opinions, and studies.
3. After registration, users have the option to either offer objects for sale on the online marketplace as vendors (also referred to as “authors” on the online marketplace), or to look at these offers as potential buyers (also referred to as “readers” on the online marketplace). Potential buyers may transmit bids or additional questions to ProjectForum4t2 for transfer to any user. Direct negotiations between vendors and potential buyers are only possible after unlocking of the specific project documentation by ProjectForum4t2.
4. Purchase agreements may only and immediately be made between a vendor and a potential buyer and are fulfilled and processed outside of the online marketplace. ProjectForum4t2 does not enter any bids and does not accept bids of users on its own account.
5. ProjectForum4t2 is neither owner of the objects offered on the online marketplace nor owner of the legal position, and it cannot influence the fulfillment of the agreement made between the users of the online marketplace. ProjectForum4t2 cannot be held liable for any success a buyer expects from a seller’s performance.
§ 3 Registration, conclusion of the agreement
1. The potential user must provide complete and true information on the online registration form for the registration. After transmission of the registration form or another declaration of intent for the use of the online marketplace, the potential user will receive a confidentiality agreement as well as the usage offer of ProjectForum4t2 via email, fax, or letter. After written acceptance of the confidentiality agreement and the usage offer, a contract is concluded between ProjectForum4t2 and the new user. ProjectForum4t2 will inform the user via email about his personal access data consisting of a user name and a password.
2. The agreement continues indefinitely and may be cancelled in writing at any time upon one month’s notice. All obligations accepted in this agreement for certain periods of time, such as the commission obligation of follow-up business according to § 5, Sub-Section 7, of these terms and conditions survive the cancellation.
§ 4 General usage terms and conditions
1. The user may only use the services offered by ProjectForum4t2 on the online marketplace, especially all data and information, for his own and immediate use. The user may not transfer any received project, product, offer, company, or personal data to Third Parties or sell those data. Operating or affiliated companies named in the registration and represented by the user are not considered as Third Parties.
2. The user must inform ProjectForum4t2 immediately of any change of his company data (especially as pertaining to a change of the company’s legal form), personal, and address data.
3. Legitimization information, i.e., access data, must be kept away from Third Parties and protected from unauthorized access.
4. The user assumes liability for all agreements or law violations performed or caused using his access data. The user must inform ProjectForum4t2 immediately about any misuse of access data in order to block these data.
§ 5 Commission
1. ProjectForum4t2 charges a commission to buyers of objects for connecting vendors and potential buyers and for any resulting business transactions.
2. The amount of the commission is defined according to the price list (Price list for the use of the online marketplace “www.project-forum.biz”) which is valid and published on www.project-forum.biz at the due date and depends on the installable module power. The installable module power is determined by the PV system specification offered or, if there is no such specification, will be estimated together with the vendor considering all location-specific conditions.
3. Commission is payable after one or more agreements (e.g., purchase agreements, or similar) have been concluded for an object between the vendor of this object and the buyer and the agreement/s have become legally effective (according to these terms and conditions those agreements where conditions precedent are not fulfilled are deemed to be understood as not legally effective).
4. An entitlement to commission does not arise if and when the potential buyer / buyer does already know the object which is offered to him through the online marketplace www.project-forum.biz, and he notifies and proves this fact to ProjectForum4t2 in writing within 14 days after unlocking the relevant project documentation.
5. All prices mentioned in these terms and conditions and in individual offers exclude the value-added tax.
6. If the fulfillment of a legally effective agreement between a vendor and a buyer fails, it does not influence the commission claim of ProjectForum4t2, as long as the original transaction of the object has been concluded (Example: This may apply for a case where additional services are agreed upon between Vendor and Buyer and these services are not fulfilled later on). The same applies if one of the parties withdraws from the agreement.
7. The obligation to pay commission exists for each follow-up business transaction concluded between a vendor and a buyer of one of ProjectForum4t2’s proven or procured initial business transactions within one year from the date of the conclusion of the initial business transaction. This applies independent of whether a follow-up business transaction was concluded via the online marketplace. The amount of the commission for follow-up business transactions is 100% of the commission determined in Section 1 for the first two follow-up business transactions following the initial business transaction and 50% of the commission determined in Section 1 for all additional business transactions.
§ 6 Special conditions for vendors
1. A vendor may offer his objects on the online marketplace. The vendor must post his offer in the corresponding category and must provide an accurate and complete description. He must especially point out any conditions, rights to withdraw, and other provisos. The description of objects includes entering all project information as well as uploading and/or providing any project documentation. The vendor must provide a true description of all characteristics and features as well as limitations, reducing the value of the object offered, which are important for the purchase decision. ProjectForum4t2 is not obligated to check the vendor’s information. The project information fields may not contain any information allowing direct contact with the vendor (such as telephone and fax number, email or web addresses, etc.).
2. ProjectForum4t2 will check any offer before it is made public on the online marketplace and may at any time refuse the posting of an offer.
3. The vendor is obligated to have his offer deleted or changed immediately as soon as the offered object is sold in whole or in parts or is no longer available in whole or in parts for other reasons. All changes to an object must be shown on the online marketplace within 10 days by correctly changing the project information and/or project documentation.
4. The vendor is obliged to inform ProjectForum4t2 truthfully and completely about the current state of the negotiations and/or the signing of an agreement with the potential buyer at regular intervals. This applies in particular, but not limited to, upon written request by ProjectForum4t2 and for follow-up business transactions according to § 5, Sub-Section 7.
5. After the deletion of an offer the vendor, upon written request by ProjectForum4t2, is obliged to name truthfully the buyer of an object.
6. A violation of the aforementioned obligations results in blocking and exclusion of ProjectForum4t2 services. A violation of the obligations to inform according to § 6, Sub-Sections 4 and 5 may result in damage claims against the vendor.
§ 7 Special conditions for potential buyers
1. In order for a registration procedure to be concluded, a potential buyer must prove his intention to buy to ProjectForum4t2.
2. After registration, a potential buyer has access to project information about all objects offered on the online marketplace.
3. After registration, a potential buyer does not yet have access to an object’s project documentation. The potential buyer may apply for unlocking of project documentation as well as access to the contact data of each vendor for a certain object. After immediate and successful evaluation of this application, the potential buyer is given access to an object’s project documentation.
4. At the request of the potential buyer, ProjectForum4t2 establishes the contact with the vendor of an object, which was previously unlocked for the potential buyer.
5. After unlocking of the project documentation, the potential buyer is obliged to inform ProjectForum4t2 truthfully and completely about the current state of the negotiations and/or the signing of an agreement with the vendor at regular intervals. This applies in particular, but not limited to, upon written request by ProjectForum4t2 and for follow-up business transactions according to § 5, Sub-Section 7.
6. Users of the online marketplace may not further use the contact, offer, project, or product data received through the use of the online marketplace for their own purpose or a Third Party’s purpose free of charge or against payment and may not publish, distribute, transfer, save, or duplicate offer and address data free of charge or against payment. It is also prohibited to send advertising to registered users. A violation of the aforementioned obligations results in blocking and exclusion from ProjectForum4t2 services. This does not affect any existing confidentiality agreements between the potential buyer and ProjectForum4t2.
§ 8 Responsibility for content and indemnification
1. As operator of the online marketplace, ProjectForum4t2 permits the user only to publish his own offers. Prior to the publication of the offers, ProjectForum4t2 is not obligated to check the content or legal content of any offers. ProjectForum4t2 is not the owner of the information provided there.
2. The user has sole responsibility regarding contents, legal, factual, and other informational contents. The user agrees to adhere to applicable law when selecting, creating, and publishing any offers and for the transmission, release, and publication of any offer information and documentation and to assure that no general protection act, penal laws, regulations, or Third Party rights (especially commercial protection laws, such as patent, trademark, labeling, name, or personality laws) are violated.
3. The user agrees to indemnify and hold harmless ProjectForum4t2 from and against any and all losses, liabilities, damages, claims, and expenses (including but not limited to attorneys’ fees and other costs of defense) that ProjectForum4t2 may incur as a result of any claim by user or by any third party arising out of or in connection with the publication of data and offers.
§ 9 Refusal and removal of database entries/blocking of an account
ProjectForum4t2 may block a user’s offer or his access data if the user violates the provisions of these terms and conditions, morality, applicable law, or Third Party rights, or if ProjectForum4t2 has a legitimate interest in blocking the user. ProjectForum4t2 also reserves the right to refuse the acceptance of new offers at its sole and exclusive discretion.
§ 10 Limitation of liability
1. ProjectForum4t2 does not warrant, and is not liable for, the accuracy and/or completeness of any information, advice, or recommendation contained or accessible on its web pages.
2. ProjectForum4t2 also specifically disclaims any liability for any damages arising from false data transfer, data loss, or false reproduction of a database entry after the original entry of data, unless such damages are ultimately determined to be attributable solely to the willful misconduct or gross negligence of Project Forum 4t2 GmbH, its legal representatives, or agents.
3. ProjectForum4t2 is liable vis-a-vis companies for damages only, except if essential contractual obligations (obligations required to enable the orderly execution of the agreement and the adherence to which the parties to the agreement rely), of and to the extent that legal representatives or members of the management of ProjectForum4t2 are guilty of intent or gross negligence. The aforementioned limitation of liability applies to consequential damages, especially to lost profits. Within the framework of the liability provisions described above, ProjectForum4t2’s liability is limited to typical foreseeable damages at the time of the conclusion of the agreement.
4. The aforementioned limitations of liability and exclusions do not apply to claims related to the law on product liability, damages from injuries to one’s life, body, health or mandatory statutory obligations.
5. ProjectForum4t2 is not liable for any hardware and software errors on servers used for the operation and/or administration of the online marketplace, immediate errors, such as data destruction on the user’s local server and system, transfer of viruses, non availability, and damages to hardware and software on the user’s local server and system. No claim exists to the completeness, correctness or reproducibility (i.e. in case of destruction of the databases used for the operation of the online marketplace).
§ 11 Place of performance and jurisdiction/ applicable law
1. Place of performance for payments and delivery is Hamburg, Germany.
2. This agreement is based on the law of the Federal Republic of Germany, with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. If the contractual partner of Project Forum 4t2 GmbH acts as a principal, he/she is a legal person under public law or a federal special fund under public law and the place of jurisdiction for all disputes arising from the contractual relationship with the user is Hamburg, Germany. As far as jurisdiction is not regulated, a chamber for commercial matters at the Landgericht Hamburg (District Court Hamburg) shall have jurisdiction.
§ 12 Changes to these terms and conditions and/or the price list, severability clause, language
1. ProjectForum4t2 reserves the right to change these terms and conditions and/or the price list at any time and for any reason. The user will receive a copy of the changed terms and conditions and/or the price list via e-mail at least two weeks prior to their taking effect. If the user does not object to the effectiveness of the new terms and conditions and/or the price list within two weeks after receiving them via e-mail, the changed terms and conditions and/or the price list are deemed accepted.
2. In case individual provisions of these terms and conditions are determined by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, or will lose their validity at a later point in time, these terms and conditions shall be construed so that the remaining provisions shall not be affected thereby but shall remain in full force and effect. Any invalid or unenforceable provision shall be deemed to be replaced by one which is closest to the economic sense and purpose of the invalid or unenforceable provision and has legal effect. The same applies to any gaps in the terms and conditions.
3. These terms and conditions were originally written in the German language and may be translated into other languages. The German version has priority in any case for the business relationships between Project Forum 4t2 GmbH and the user and the interpretation of individual clauses.
Project Forum 4t2 GmbH
Date: August 1st, 2012