TERMS OF SERVICE | The Sun Exchange

TERMS OF SERVICE

Effective Date: 10 March 2017

 

1. USING THIS WEBSITE

1.1. Capitalized terms in these Terms are defined in Schedule A:

1.2 This website with web URL: www.thesunexchange.com(“Website” and a “Crowd-Sale Website”) is made available and owned by The Sun Exchange (Pty) Ltd. (“SunEx”, "we", “our", or "us).  Any reference to us includes our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers; 

1.3 We may provide information, and offer products and SunEx Services, via a SunEx partner Crowd-Sale Website (together with our Website, the “Crowd Sale Website”), from time to time;

1.4 We may publish encrypted information on Block-chain.  Based on such information, our Smart Contracts may calculate and effect Consumer Rental collection, effect SunEx Rental payment, and otherwise take such automated Project management actions, as we may determine from time to time;

1.5 These Terms apply to all Persons (“Users”, “you”) that access, view, or download any information made available by us on the Crowd-Sale Website or the Block-chain Information, for any purpose.  The Terms also apply to all Registered Users, all Account Holders, all Owners, and all Solar Cell Lessors (hereinafter “Parties” to these Terms);

1.6 You signify that you have read, understood, accept, and agree to enter into a legally binding agreement with SunEx upon these Terms, in your individual capacity and for and on behalf of any entity for which you use the Crowd-Sale Website or access Block-chain Information. You represent and warrant that you have the authority, and are legally competent, to enter into such agreement;

1.7 We may modify these Terms without prior notice to you, in our sole and absolute discretion, and any revisions to the Terms will be effective when posted on our Website and/or on Block-chain, or as we otherwise indicate via email. If you continue to use the Website or Block-chain Information, or continue to be a Party as defined herein, you signify your consent to the amended or updated Terms;

1.8 SunEx grants each Party a non-transferable, limited and revocable license to access and use the Website and Block-chain Information in accordance with all applicable agreements, laws and regulations that may apply to such access and use, on the basis of, and subject to, his acceptance of these Terms. SunEx may terminate your access to all or any part of this Website, and your Account, at any time for any reason without notice, and may change, suspend or discontinue all or any part of its online services at any time without notice. If SunEx terminates your access to this Website or suspends your Account for any reason other than a breach of these Terms or as a result of criminal activity, we will endeavor to return any funds that belong to you within thirty (30) days;

1.9 If you do not agree with any part of these Terms, any documents or information incorporated by reference, or any subsequent amendments, you must cease using our Website, the relevant portions of Crowd-Sale Website, and Block-chain Information, and notify us in writing of your decision;

  1.9.1 Such notification by an Account Holder will cause us to close his Account and Return any Account Balances;

  1.9.2 Such notification by a Solar Cell Lessor will also signify Elected Delivery with respect to all deployed solar cells;

1.10 We take care to ensure the accuracy of the information contained in this Website, each Product Information document, each Owner Lease, and all related Definitive Agreements.  We represent and warrant thatno information, exhibit, report, statement, certificate or other document furnished by SunEx in connection with a Project’s Product Information document or Owner Lease contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which they were made at the time such statements were made (other than any Third Party Information provided to us prior to the the relevant Effective Date).  As of the Effective Date, there is no fact known to SunEx which has had a Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect which has not been disclosed in writing to the other party prior to the Effective Date in connection with the transactions contemplated hereby;

1.11 The Website, Crowd-Sale Website, Block-chain Information, Product Information document, and Definitive Agreements contain Third Party Information.  This may include financial, operational and other information of electricity Consumers; information related to the EPC, O&M, equipment manufacturers, surveyors and other Third Parties associated with our Projects; electricity tariffs in the Project State; solar irradiance data; and/or data and forecasts for the solar equipment used in our Projects.  Third Party Information does not benefit from our representation and warranty in clause 1.10;

1.12 Our estimates of Projects’ solar yields and internal rates of return rely on Third Party Information, and therefore do not benefit from our representation and warranty in clause 1.10;

1.13 We encourage our partners to communicate information provided by us with no misstatement or omission of material facts.  However, we do not extend the representation and warranty in clause 1.10 to Third Parties’ communications, including their Crowd-Sale Website;

1.14 Each Crowd-Sale Website, or any information contained therein, shall not be regarded as constituting, and does not constitute, an endorsement of the quality or suitability of any solar cell, Project, Consumer, or Owner Lease for any Party.  If you have any doubts as to the suitability of these for you, including consideration of regulatory and taxation matters applicable to you, please consult a qualified financial advisor;

1.15 Our Privacy Policy also forms part of these Terms. By agreeing to these Terms you also agree to the way we use and protect your Personal Information.  With regard to credit card processing information, SunEx will store your Personal Information separately from card details that are entered by the client on Credit Card Processors’ secure websites.  SunEx shall take all reasonable steps to protect the Personal Information of Users, as detailed in the United States Federal Trade Commission Act (15 U.S.C. §§41-58).  Additional information is available at https://www.ftc.gov/;

1.16 Whilst all reasonable endeavors will be made to ensure the maintenance and availability of this Website, SunEx does not accept liability arising from any interruptions of service or delays that may occur in connection with this Website and any Crowd-Sale Website. There may be times when our online services are unavailable due to planned maintenance. We will try to inform you in advance of any such suspension through a general notice on this Website, but this may not always be practicable;

1.17 The Website may contain links to websites of other organizations. The links are provided for your convenience only. SunEx does not approve or endorse any Third Party or its website and takes no responsibility for the content or security of such websites. SunEx accepts no liability for any direct, indirect or consequential loss you may suffer as a result of the use of websites owned or operated by Third Parties. SunEx will not be party to or in any way responsible for any agreement or transaction concluded between you and any Third Party website owner or operator;

1.18 While SunEx makes all reasonable attempts to exclude viruses from this Website, we do not accept responsibility for any loss, disruption or damage to your data or your computer system that may occur whilst using this Website. You are strongly recommended to take all appropriate safeguards before using this Website;

1.19 All materials on this Website are owned by and subject to the copyright of SunEx, affiliated Projects or Third Parties;

1.20 No part of this Website, including information, images, photos, logos, names or icons may be copied, republished, posted, or reproduced in any form whatsoever without the prior written permission of the copyright holder. You are, however, permitted to access, copy and reproduce materials for your personal non-commercial use only;

1.21 You retain copyright and any other rights you already hold in content that you submit, post or display on or through this Website. By submitting, posting or displaying the content you give SunEx a continuous, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, publicly display and distribute any content which you submit to the Website, unless otherwise agreed in writing between you and SunEx;

1.22 You agree to use this Website only for lawful purposes and in a manner that does not infringe the rights or restrict or inhibit the use and enjoyment of the site by any third party.  You are responsible for ensuring that all information, data and files are free of viruses and do not interfere with any system or data prior to being submitted to this Website. You must not under any circumstances seek to undermine the security of the Website or any information submitted to or available through it;

1.23 You acknowledge that you are responsible for all information and activity on this Website and in your Account by anyone using your username and password. A breach of security or unauthorized use of username, password or security information must be reported to SunEx immediately. You are responsible for ensuring that all Persons who access this Website through your internet connection are aware of these Terms, and that they comply with them;

1.24 You must ensure that all information supplied by you is true, accurate, and up-to-date at all times. You hereby agree that any content posted by you on the Website will not:

  1.24.1 be misleading;

  1.24.2 break any law or encourage an illegal act

  1.24.3 be defamatory, abusive or offensive;

  1.24.4 infringe the copyright, privacy, confidentiality or other right of any third party;

  1.24.5. contain software viruses or any other computer code, files or programs designed to affect the use of any computer software or hardware or telecommunications network; and/or

  1.24.6 bring SunEx or the SunEx Website into disrepute.

1.25 You agree to indemnify us and keep us indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from misuse by you of this Website;

1.26 Users of this Website should be aware of, and observe, all applicable legal requirements in their jurisdictions. In particular, Users should ensure that they are able to use this Website without contravention of legal restrictions in the jurisdiction in which they reside;

1.27 SunEx reserves the right not to act on your instructions if it reasonably decides that the Person logged in using your Personal Information or Account on the Website is not you, or it suspects unauthorized use or fraudulent activity;

1.28 There is no minimum age requirement for registering to use this Website;

1.29 This Website is run by SunEx, Registered Office: W17, V&A Waterfront, Cape Town, 8001, South Africa, email: info@thesunexchange.com.

2. REGISTERED USERS AND ACCOUNT HOLDERS

2.1 Users wishing to become a Registered User to access portions of this Website and receive notifications from SunEx will be required to create a username and password, and provide certain confidential Personal Information such as email address;

2.2 Users wishing to consider Projects for solar cell acquisition and/or Owner Lease, must request SunEx to create an Account. SunEx may honor such requests in its sole and absolute discretion, after reviewing Personal Information, Standing Instructions, and other information relevant to the request.  We will keep any Personal Information we collect from any Person confidential;

2.3 As of the Effective Date, Purchases may only be made in the South Africa Rand (ZAR) or in Bitcoin (BTC).   Prior to entering an Order for solar cells, all Account Holders must specify their ZAR or BTC Standing Instructions. 

   2.3.1.  In the case of ZAR, Standing Instructions must be a complete and correct beneficiary name, bank account number and branch code at a regulated financial institution in South Africa. 

   2.3.2 In the case of BTC, Standing Instructions must be a valid Bitcoin wallet address.

2.4 From the time of each Sale End and thereafter unless otherwise notified by SunEx, Solar Cell Lessors must maintain valid Standing Instructions for the receipt of SunEx Rental payments in ZAR, or the equivalent in BTC, as the case may require.  For the avoidance of doubt, Solar Cell Lessors without a valid ZAR account must provide a Bitcoin wallet address as their Standing Instructions.

2.5 Accounts are for the purpose of Ordering, Purchasing, and selling solar cells; entering into Owner Leases; receiving SunEx Rental; requesting Returns; and performing other related activities;

2.6 We may reasonably decline any application to create an Account, in our sole and absolute discretion;

2.7 With the creation of an Account, SunEx grants each Account Holder a non-transferable, limited and revocable license to (a) access Product Information documents and other information on the Crowd-Sale Website, (b) make Orders for, Purchases of, and Sales of, one or multiple solar cells in such Projects, and (c) for each solar cell, opt for Deployment into the Project and entering the Owner Lease;

2.8 If a Person purchases a solar cell through means other than a Crowd-Sale Website and/or prior to creating an Account, and such Person desires to enter the related Owner Lease and become a Solar Cell Lessor, he must (a) create an Account, (b) agree he has read and understands the relevant Product Information document, (c) enter into the relevant Project Owner Lease, and (d) agree that he is bound by these Terms;

2.9 An Account Holder may terminate his Account at any time, with written notice to SunEx.  Upon, we will take the steps described in clause 1.9 above.  Account Holders that terminate accounts may continue to be subject to certain surviving provisions of the Owner Leases they have entered;

2.10 Account Holders may maintain fiat and digital currency Account Balances with us, which we will maintain in a trust account at the Escrow Bank, for the purpose of entering the commercial transactions contemplated on the Crowd-Sale Website and Block-chain, in these Terms and in the Definitive Agreements;

2.11 We will establish a Pre-Payment Escrow Account, Rental Escrow Account, and Reserve Escrow Account for each Project, at Escrow Banks that we select in our sole and absolute discretion, subject to our Rating Requirement;

2.12 Account Holders may request Return of Account Balances at any time, with prior notification to SunEx, and we will arrange for Payment Processing, net of Transaction Expenses.  We will make arrange payment in a reasonable time period, not to exceed thirty (30) days, subject to these Terms.  SunEx may, at its option, decline or defer a request for payment, if the requested Return amount is less than the equivalent of USD 5.00 in Project Currency, net of Transaction Fees;

2.13 It is a requirement that a Solar Cell Lessor also be an Account Holder;

2.14 SunEx reserves the right to suspend Accounts with no transaction history for a continuous period of two (2) years. SunEx will make all reasonable endeavors to notify the Account Holder prior to the suspension of an account in the following ways: 1) a notification email two years after the account’s last transaction; 2) a second notification email fourteen (14) days after the first notification email is sent; 3) a final notification email fourteen (14) days after the second notification email. If the account remains inactive within thirty (30) days after the final notification email is sent, it will be suspended. The Account Holder will forfeit sums held in the account and they will not be Returned. SunEx reserves the right to transfer the forfeited sums to a charitable organization of its choice.

 

3. SUMMARY OF PRODUCTS AND SERVICES PROVIDED BY SUNEX

3.1 We provide an online commercial transaction and lease arrangement platform through which Account Holders may Order, Purchase, and Sell solar cells.  In addition, at each Owner’s option, for each Project and for each solar cell individually, we facilitate Owner Leases between solar cell Owners and us, for the purpose of Deploying the solar cells, together with Solar Equipment we acquire and own, into Projects;

3.2 We conduct an analysis of each potential Project to determine its suitability to be featured as a product on Crowd-Sale Website, utilizing all reasonable care and due diligence based on our own investigations and Third Party Information.  We announce our reasonable estimates of each Project’s potential performance, including the solar yield and the effective lease IRR for the full term of the Owner Lease;

3.3 We conduct a summary financial and operational analysis of each potential Project Consumer.  Exercising reasonable care and due diligence, we estimate if the Consumer possesses the operational and financial capacity to meet his obligations under our standard SunEx Lease and the Definitive Agreements;

3.4 Once we have determined a Project’s suitability, we make accessible on the Website an Product Information document, which includes information we provide and Third Party Information relevant to such Project, in a Crowd-Sale;

3.5 SunEx Services may also include additional services relating to the origination, engineering, and operating maintenance of new Projects, and additional services for Parties in relation to Accounts and Crowd-Sales, as required.

 

4. ORDERS AND PURCHASE OF SOLAR CELLS IN PROSPECTIVE PROJECTS

4.1 From time to time, SunEx will arrange Crowd-Sales for Prospective Projects, making accessible to Account Holders on the Crowd-Sale Website the Product Information documents, Owner Leases and other information for their consideration;

4.2 The Crowd-Sale Website will indicate the Target Cells Amount and the Price Per Cell. At our option, we may also indicate a Target Amount.  We will frequently calculate and communicate the Ordered Cells Amount, and the number of solar cells remaining to be purchased;

4.3 After an Account Holder has read the Product Information document and related information, and decided to Order, he will then submit an amount in an Eligible Currency;

4.4 During the Order period, the Account Holder may also Elect Delivery for any number of solar cells.  From the aggregate number of solar cells purchased, the number for Elected Delivery will be allocated first, and the remainder will be Deployed.  If no Elected Delivery is specified, the Account Holder will automatically Deploy all solar cells he Purchases into the Project;

4.5 To validate a Order, a Pre-Payment must then be transferred to the appropriate Pre-Paymet Escrow Account indicated on the Crowd-Sale Website for that Eligible Currency and proof of payment emailed to payments@thesunexchange.com. Account Holders may use their preferred Payment Processing method from those indicated on the Crowd-Sale Website;

4.6 Prior to Crowd-Sale End or our cancellation of the Crowd-Sale, Account Holders cannot cancel Orders and Pre-Payments will not be Returned, except in the case of manifest error.  During this time, Pre-Payments will be held for the benefit of the Account Holder denominated in the Eligible Currency in the relevant Pre-Payment Escrow Account;

4.7 Upon making a valid Order, each Account Holder agrees to enter and be bound by the terms of the Owner Lease for all solar cells to be Deployed, which will become effective upon Crowd-Sale End;

4.8 When Target Cells Amount (and Target Amount, if relevant) is achieved, net of any solar cells for Elected Delivery, we will cease accepting Orders on the Crowd-Sale Website.  We may communicate this suddenly and without prior notice;

4.9 Thereafter, with respect to the Pre-Payments, we will arrange for the sale of Other Currencies and the purchase of the Project Currency, sufficient for each Account Holder to Purchase an integer number of solar cells, net of Transaction Expenses (“Converted Pre-Payments”).  The foreign exchange rates we use, and Transaction Expenses, will be reasonably determined in our sole and absolute discretion.  In the event that aggregate Pre-Payments enables the Purchase of greater than the Target Cells Amount, we will allocate solar cells to Account Holders in our sole and absolute discretion, giving preference to earlier Orders, and considering other factors as required;

4.10 All or a portion of a Pre-Payment not thus converted to the Project Currency will remain in each Pre-Payment Escrow Account as Excess Pre-Payments; these will be Returned to the relevant Account Holders;

4.11 Upon successful completion of transactions described in clause 4.9, we will announce the Crowd-Sale End  

4.12 Thereafter, we will apply Converted Pre-Payments in respect of the relevant Project in terms of the Purchase Waterfall as follows:

  4.12.1 first, to SunEx, a fee for services in arranging the Crowd-Sale;

  4.12.2 second, to the EPC, to pay the turnkey EPC contract price, which shall be allocated to pay

   (i) fees, costs and expenses associated with the engineering, procurement and installation of the Project;

   (ii) purchase price of solar photovoltaic modules, inside of which reside the silicon cells, which comprise the physical asset component of the solar cells, and which will become the property of the relevant Owners, and the remainder will be granted to SunEx;

   (iii) purchase price of the Solar Equipment, which the Owners grant to SunEx;

  4.12.3 third, for the payment of any initial taxes due and any required licensing fees;

  4.12.4 fourth, to the Insurance Providers, if applicable, for insurance policy premiums; and

  4.12.5 fifth, if applicable, for deposit to a segregated Reserve Escrow Account at an Escrow Bank for the Project, to be allocated to Project repairs and replacement of equipment as may be necessary. 

4.13 The EPC will test the Project and determine if the Project is compliant with all Project State regulations and standards and signs the electrical completion certificate (CoC) confirming the system has been installed and is operational

4.14 When the EPC declares the Project capable of operation, we will declare the Commercial Operation Date (“COD”) on our Website, at which time Consumer Rental and SunEx Rental may begin to accrue.

 

5. PURCHASE OF SOLAR CELLS IN PRE-BUILT PROJECTS

5.1 From time to time, SunEx will arrange Crowd-Sales for Pre-Built Projects, making accessible to Account Holders on the Crowd-Sale Website the Product Information documents, Owner Leases and other information for their consideration;

5.2 The Crowd-Sale Website will indicate the number of solar cells offered and the Price Per Cell. We will frequently calculate and communicate on our Website the number of solar cells Purchased, and the number of solar cells remaining to be purchased;

5.3 After an Account Holder has read the Product Information document and related information, and decided to Purchase, he will then submit on the Crowd-Sale Website an Order in an amount of Eligible Currency;

5.4 When requesting a Purchase, the Account Holder may also Elect Delivery for any number of solar cells.  From the aggregate number of solar cells Purchased, the number for Elected Delivery will be allocated first, and the remainder will be Deployed.  If no Elected Delivery is specified, the Account Holder will automatically Deploy all solar cells he Purchases into the Project;

5.5 To validate a Purchase, a Pre-Payment must then be transferred to the appropriate Pre-Payment Escrow Account indicated on the Crowd-Sale Website for that Eligible Currency.  Account Holders may use their preferred Payment Processing method from those indicated on the Crowd-Sale Website;

5.6 After an Order has been submitted, it is final and cannot be cancelled, except in the case of manifest error.  Until SunEx executes an Account Holder’s Order, his Pre-Payments will be held in the Eligible Currency in the relevant Pre-Paymet Escrow Account;

5.7 Each Account Holder agrees to enter and be bound by the terms of the Owner Lease for all solar cells to be Deployed, which will become effective upon the later of COD and our Confirmation of Purchase;

5.8 Thereafter, with respect to the Pre-Payments, we will arrange for the sale of Other Currencies and the purchase of the Project Currency, to create Converted Pre-Payments.  The foreign exchange rates we use, and Transaction Expenses, will be reasonably determined in our sole and absolute discretion.  All Converted Pre-Payments in respect of the relevant Project will then be paid to SunEx for its benefit;

5.9 All or a portion of Pre-Payments not thus transacted will remain in each Pre-Payment Escrow Account as Excess Pre-Payments; these may be Returned upon the Account Holder’s request;

5.10 When all available solar cells are sold, net of any solar cells for Elected Delivery, we will cease accepting requests for Purchase on the Crowd-Sale Website and announce Crowd-Sale End.  We may communicate this suddenly and without prior notice;

5.11 In the case of Pre-Built Projects for which the COD is prior to the date of Confirmation, SunEx Rental will accrue beginning on the Confirmation date.  For all other Projects, SunEx Rental will accrue beginning on the COD.

 

6 TERMS APPLYING TO ALL PROJECTS

6.1 Funds in Escrow Accounts will not accrue interest for the benefit of Account Holders. We may use interest earned on Escrow Account balances to pay costs and expenses related to the Project, in our sole and absolute discretion;

6.2 SunEx Rental will not accrue prior to the COD;

6.3 SunEx Rental will not accrue to solar cells that are not Deployed;

6.4 We may reasonably refuse to process a Order, deposit of Order Funds, Order, or request for Sale, for any reason, in our sole and absolute discretion;

6.5 No Owner may pledge any portion of his interest in a solar cell as security or collateral for any debt obligation

6.6 Purchase of solar cells is subject to availability; receipt of payment; and the engineering, procurement, installation and testing schedule of a Project.  Owners Electing Delivery must collect his solar cell at the Project address on the Delivery Date. Deployed solar cells will be installed into the Project on or before the COD. In cases of unavailability, SunEx will refund the client in full within thirty (30) calendar days;

6.7 Payment Processing may arranged through any Eligible Currency including Bitcoin and South Africa Rand (ZAR), and through any means including Visa, MasterCard, Diners or American Express Cards or by bank transfer, the details of which will be provided for each Crowd-Sale

6.8 Credit card transactions for the payment of ZAR will be acquired for SunEx via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy;

6.9 SunEx takes responsibility for all aspects relating to the transactions including sale of goods and services sold on this website, customer service and support, dispute resolution and delivery of goods

6.10 Owners terminating their lease agreements with SunEx to reclaim possession of their cell will be charged for all costs incurred in removing his cell from the installation including access equipment and labor costs. An Owner wishing to reclaim possession must request this in writing and SunEx will provide them with a cost for reclamation, which will include a 5% facilitation fee, and all fees must be paid up-front. The Owner is responsible for collecting the cell from the project location.

 

7 CONFIRMATIONS

7.1 Following successful Purchase or Sale of a solar cell on a Crowd-Sale Website, Owners will be able to view a Confirmation on a private password-protected part of our Website or on the Block-chain.

7.2 Subject to the Project construction schedule and availability of information we request from the EPC, we will also provide confirmation of the unique identifying label (“ID”) for each individual Solar Cell Purchased.  In the case of Sales, IDs will be provided with the initial confirmation;

7.3 Owners are fully responsible for the maintenance of passwords and control of access to Confirmations.

 

8 PROJECT PERFORMANCE DISCLOSURE

8.1 Following successful Purchase, all solar cell Lessors associated with each Project will be given access to that part of our Website or the Block-chain that allows monitoring the operational and financial performance of that Project in which their Solar Cells have been Deployed.  To the extent operationally feasible, we will also disclose the performance of each individual solar cell, listed solely by ID, on the same part of our Website;

8.2 We reserve the right to disclose such operation and financial performance publicly, via our Website or Block-chain

 

9 ELECTED DELIVERY

9.1 If any of the following events occurs, it will signify Elected Delivery with respect to any solar cell in question:

  9.1.1 The Account Holder opts not to Deploy the solar cell in the related Project, at the earlier of Purchase or Order;

  9.1.2 The Account Holder terminates of his account with SunEx;

  9.1.3 The Solar Cell Lessor terminates his agreement to the relevant Owner Lease;

  9.1.4 The Solar Cell Lessor requests removal of his cell from the Project;

  9.1.5 The related Project experiences an Event of Loss or Default under these Terms of the terms of the Owner Lease AND the Owner opts for SunEx not to seek to deploy that solar cell into a new and similar project within 360 days

  9.1.6 SunEx is unable to find a new and similar project for a solar cell re-deployment within 360 days after an Event of Loss or Default has occurred on the relevant Project

9.2 An Owner that Purchased a solar cell and Elects Delivery will be required to collect the solar cell at the Project address, or arrange for delivery at additional expense;

9.3 An Owner that is a Solar Cell Lessor may provide us with sixty (60) days’ written notice that he has Elected Delivery for a Deployed solar cell.  We will remove the Solar Cell from the Project on or prior to the end of the notice period;

9.4 Elected Delivery is final.  The Owner cannot elect to have the relevant solar cell be Deployed into the same Project again, nor can he request Deployment into a different Project;

9.5 When we receive notification of Elected Delivery, we will inform the Owner of the Available Date at the Project address.  An Owner must then notify us of his intended Delivery Date;

9.6 Elected Delivery incurs a SunEx facilitation fee equal to five (5) percent of the original Purchase price as well as other reclamation charges related to labor and access equipment costs.  Non-payment of the fees prior to Delivery Date will signify that the Owner has forfeited the solar cell to SunEx;

9.7 Elected Delivery will signify a Solar Cell Lessor’s decision to terminate his agreement to the related Owner Lease, subject to its terms and conditions, effective as of the Available Date;

9.8 Solar Cell Lessors acknowledge that Projects utilize solar cells together with Solar Equipment, and solar cells are contained within framed and covered solar modules, mounted on rooftops or other areas difficult to access.  SunEx, in coordination with the O&M, will remove solar cells from modules for Elected Delivery in a manner of its choosing, to minimize the impact on the Project.

9.9 SunEx gives no guarantees that an Elected Delivery solar cell that has been deployed and reclaimed will remain intact, working condition or can be redeployed in an alternative project.

 

10 OWNER LEASES AND SUNEX RENTAL

10.1 Each nation and jurisdiction has its own laws and regulations governing the offering of financial and other products that enable a purchaser to earn income over time.  In the event SunEx reasonably determines that the sale of solar cells and subsequent payment of lease rental to a solar cell Owner in excess of the original purchase price would require SunEx to register the sale as a securities offering, or obtain an exemption under securities laws or regulations in the solar cell Owner’s jurisdiction, SunEx has the option to not pay the Owner rental income in excess of the original solar cells purchase price, and instead donate only those excess rental amounts received from C.R.O.W. to a charity selected by the solar cell Owner.

10.2 Solar Cell Lessors will enter and be bound by the terms of the relevant Owner Lease, which will be made available to all Account Holders on our Website or on the Block-chain, prior to a Crowd-Sale End, and thereafter for the duration of the Owner Lease. Solar cell Lessors are also bound by these Terms of Service, as amended from time to time;

10.3 Although SunEx takes certain reasonable steps to determine suitability of Projects and Consumers, by becoming a Solar Cell Lessor you fully accept all risks associated with Deployment of the solar cells, including the risk that a Solar Cell fails to generate the amount of our projected SunEx Rental, and also the risk that the solar cell purchase price is completely lost.  SunEx as party to any Owner Lease and/or SunEx Lease has no control over the installation schedule or performance of the referenced Project, and will not be held responsible for any operational or financial performance failure, delay, payment delinquency, payment default, failure to realize insurance claims, theft, or other event leading to loss of SunEx Rental or the purchase price of the solar cell;

10.4 Subject to the terms and conditions of each Owner Lease, SunEx Rental for each individual Project shall only be due and payable to Solar Cell Lessors to the extent sufficient funds are available from funds received by SunEx from such Project, after deduction of taxes, fees, costs, expenses, insurance policy deductibles, Transaction Expenses, and scheduled deposits to maintenance reserves.  Funds received in respect to other Projects will not be available to pay SunEx Rental;

10.5 On each Calculation Date and with respect to each Calculation Period set forth in Schedule A, SunEx shall calculate the SunEx Rental in Project Currency as follows:

  (i)            SunEx shall calculate Base Rental in consideration of the Solar Yield and Electricity Price, according to the terms in the Owner Lease;

  (ii)           SunEx shall calculate the Available Rental, which shall be (a) the balance of the Consumer Consumer Rental Escrow Account, or (b) the Base Rental, whichever is lesser;

  (iii)          SunEx shall calculate due and payable Project Expenses as of the end of the Calculation Period. Project Expenses shall include all scheduled and unscheduled costs, expenses and fees associated with Project operation and maintenance.  For the avoidance of doubt, Project Expenses may include insurance premiums; taxes; legal and other costs associated with the SunEx Lease; and maintenace of the Real Property Interest, including but not limited to Impositions, legal fees and transaction costs;

  (iv)          SunEx shall calculate the SunEx Rental as (a) Available Rental less Project Expenses, or (b) zero, whichever is greater.  However, the SunEx Rental shall be zero prior to the Commericial Operation Date.  For the avoidance of doubt, in any Calculation Period, the amount of SunEx Rental due is limited by the conditions of Section 10.3 above;

10.6          To the extent some or all of Project Expenses remain unpaid after calculation and payment of SunEx Rental, the amount may be carried forward to subsequent Calculation Periods. 

10.7          The amount of Available Rental less Project Expenses calculated in 1.7.4 above, to the extent less than zero, may not be carried forward to subsequent Calculation Periods.

10.8 For the duration of the SunEx Lease, Consumer Rental received in the Rental Escrow Account with respect to each individual Project shall be applied automatically:

  (i)            first, to pay any taxes, license fees to utilities, or other government fees required to legally operate the Project;

  (ii)           second, towards the payment of Insurance premiums to insure the Project;

  (iii)          third, to pay fees and expenses of EPC and O&M for services rendered in the particular period or to other parties providing services to the Projects, in such currency as stated in the O&M or any other service agreement;

  (iv)          fourth, to pay SunEx’s expenses incurred in connection with the execution of SunEx Lease and Owner Lease, but excluding SunEx’s own fees;

  (v)           fifth, to deposit funds into the reserve accounts established for regular or extraordinary O&M services;

  (vi)          sixth, pro rata to their ownership of the solar cells applied on the particular Project, and subject to any maximum rental amount specified in the relevant Owner Lease, to Solar Cell Lessors for the rental of the solar cells;

  (v)           and lastly, to pay fees to SunEx.

10.9 In the event a foreign exchange Disruption Event occurs such that SunEx Rental cannot be paid in the Project Currency, SunEx will endeavour to have SunEx Rental obligations settle with a Non-Deliverable Substitute currency.

 

11 AUTHORIZED SUNEX ACTIONS

11.1 You authorize SunEx to sublease solar cells to be Deployed to the Consumer, together with the Solar Equipment granted to SunEx;

11.2 You authorize SunEx enter into Definitive Agreements for associated Projects, including but not limited to SunEx Leases, EPC agreements, O&M agreements, solar energy site lease agreements, solar energy easement agreements, insurance agreements, and other agreements as may become necessary to design, construct, install, test, operate and repair such Project over the term of the Owner Lease;

11.3 You authorize SunEx to enter into insurance agreements, in SunEx’s sole and absolute discretion, such that Projects are reasonably insured against theft, fire and other damages, and against liabilities to third parties resulting from each Project’s existence and operation;

11.4 You authorize SunEx to make all endeavors required by applicable law and standard practices for an organization of its nature receiving funds from Third Parties, to avoid any person or entity failing to satisfy Onboarding Compliance to become Owners of solar cells.  If SunEx becomes aware that an Owner is blacklisted or in breach of the restrictions contemplated, SunEx will cancel such Owner's Accounts and refund and refinance their solar cells with immediate effect without any interruption to the SunEx Lease;

11.5 You authorize SunEx to make all reasonable endeavors to ensure the Projects remain available for lease under the SunEx Lease for the duration of each SunEx Lease Agreement;

11.6 You authorize SunEx to automatically apply Consumer Rentals to make the payments in accordance with the cash-flow waterfall as contemplated in clause 10.4;

11.7 You authorize SunEx to conclude a Deed of Assignment in respect of each EPC Agreement and O&M Agreement with the EPC, O&M and the Consumer;

11.8 You authorize SunEx to initiate and continue with any legal claims for damages or recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of the SunEx and the solar cell Lessors;

11.9 You authorize SunEx to initiate and continue with any claims under manufacturer warrantees, insurance policies or reinsurance polices related to the Project;

11.10 You authorize SunEx to pay taxes, O&M and other expenses, repair costs, insurance premiums, deposits to reserves, Transaction Expenses and other costs as the case may require, for the purpose of keeping the Project operating securely and at a satisfactory performance level.  You agree that such costs will be deducted from Consumer Rental received by SunEx prior to distribution of SunEx Rental to solar cell Lessors;

11.11 You authorize SunEx to facilitate physical and virtual general meetings of solar cell Lessors to discuss events having Material Adverse Effect on the Project, and arrange proxy voting, as required;

11.12 You authorize SunEx to monitor and maintain performance data for Deployed solar cells, and to make available to the general public such data on its Website or as Block-chain Information, subject to SunEx no information regarding the Owners’ identities;

11.13 You authorize SunEx to calculate and agree with Consumers the required amount and timing for payment of Consumer Rental.  SunEx will endeavor to have all Consumers maintain a minimum balance equivalent to fourteen (14) operating days’ forward estimated Consumer Rental amounts;

11.14 You authorize SunEx Parties to install smart billing meters, Internet-of-Things data loggers, software on the Block-chain, and other software to facilitate and transparency and automation of Projects’ operational and financial processes, including Consumer Rental collection; the payment of taxes, fees and expenses; and the distribution of SunEx Rental payments to Solar Cell Lessors.

 

12 DEFAULT OR TERMINATION OF A PROJECT OR LEASE

12.1 Should the Project fail or default for any reason, including but not limited to a Consumer’s failure to honor his obligations, a Consumer’s decision to terminate the SunEx Lease, or a change in Project State regulation or taxation affecting the Project, we will notify each Solar Cell Lessor (the “Project Default Notice”).  Thirty (30) days thereafter, each relevant Solar Cll Lessor may (a) request SunEx to attempt relocation of the Solar Cell to an alternative but similar Project, in the sole an absolute discretion of SunEx, or (b) Elect Delivery.  In the absence of response to Project Default Notice, Solar Cell Lessors will be deemed to have Elected Delivery.

12.2 SunEx may initiate and continue with any legal claims for damages or recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of the SunEx and the Solar Cell Lessors;

12.3 We make every reasonable effort to ensure that the Project remains fully utilized as proposed, and that each Consumer honors his contractual obligations under the Definitive Agreements.  However, for the avoidance of doubt, we cannot guarantee that the Consumer Rental and will be paid, and as a result, cannot guaranty that SunEx Rental will be paid, or that you will recover the original purchase price of your solar cells;

12.4 SunEx reserves the right to cancel a Project profile and Return all associated Account Holder’s payments at any time for any reason without notice.

13. TAXATION

13.1 Owners are individually responsible for all taxes assessed on SunEx Rental after payment by SunEx;

13.2 SunEx will pay SunEx Rental net of any taxes assessed by any Governmental Authority on the Project.

 

14 GOVERNING LAW AND SUBMISSION TO JURISDICTION

14.1 These Terms and any matter arising from these Terms shall be governed by and interpreted in accordance with the laws of England;

14.2 You hereby irrevocably submit to the jurisdiction of courts of England

 

15 ARBITRATION

15.1 Save for urgent or interim relief which may be granted by a competent court, in the event of any dispute of any nature whatsoever arising between you and SunEx on any matter provided for in, or arising out of these Terms, and not resolved between yourself and us, then such a dispute shall be submitted to confidential arbitration in terms of the International Court of Arbitration.

 

16. WAIVER

16.1 Failure of either Party to insist upon strict performance of any provision of these Terms or further agreement, or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms or any further agreement. No waiver of any of the provisions of these Terms or any other Agreement shall be effective unless it is expressly stated to be such and signed by the Parties affected by such waiver.

 

17 TERMINATION

17.1 All provisions of these Terms which either expressly or impliedly survive termination or expiry of these Terms shall survive termination or expiry, including but not limited to Terms regarding warranty disclaimers, indemnities and limitations of liability;

18. ENFORCEABILITY

18.1. These Terms are only intended to be enforceable by you and SunEx. A person who is not a party to these Terms has no right to enforce any of these Terms.
18.2 If any of these Terms are determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, then they shall be severed and deleted from these Terms without affecting the enforceability of the remaining provisions.

 

19 LEGAL DISCLAIMER

19.1 The role of The Sun Exchange (“SunEx”) is to provide a platform for selling solar cells which buyers can then lease for use in a project. Neither SunEx nor any of its affiliates is offering or selling any securities, or arranging the offer or sale of any securities. SunEx is not advising you as to the merits of, or making a personal recommendation to you in relation to, purchasing or leasing solar cells. You should consider carefully whether purchasing or leasing solar cells in this Project is suitable for you in the light of your own personal, financial and tax circumstances. You should consider carefully all the information set out in this product information document, including the information set out in ‘The Risks’ .

19.2 Please refer to the Legal Disclaimer and Privacy Policy links on our Website for additional information

 

 

SCHEDULE A : DEFINITIONS

Account
   means an account granted by SunEx for the purpose of enabling Persons satisfying international standard KYC, AML and OFAC regulatory requirements, and not involved in Impermissible Activity, to Order, Purchase, and Sell Solar Cells; to enter into Owner Leases; to receive SunEx Rental; and to perform related activities

Account Balances
   means fiat and digital currency balances in the Account

Account Holder
   means any Person who establishes and maintains a valid Account

Available Date
   means the date and time after which the Solar Cell will be available for collection

Available Rental
   means, for the relevant Calculation Period, in the Project Currency, the lesser of (a) Base Rental, and (b) funds on deposit in the Consumer Rental Escrow Account

Base Rental
   means the amounts payable on  certain dates appearing on Schedule A of the Owner Lease, subject to the terms and conditions of the Owner Lease

Luno
   means a service provider that facilitates Bitcoin storage and transactions through their bitcoin wallet services and operates exchanges between fiat money and Bitcoin, being used for digital currency foreign exchange transactions;

Block-chain
   means a distributed database that maintains a continuously-growing list of records called blocks in an open ledger, providing a transparent and reliable basis for automated contracting and payments resulting from real-time commercial activity;

Block-chain Information
   means information we publish on Block-Chain

Business Days
   means days that the Escrow Banks for the Project Currency are open for business in the Project State

Calcualtion Dates
   means the datesset forth in Schedule A on which SunEx will calculate Base Rental, Available Rental, Project Expenses, and the SunEx Rental

Calculation Period
   means the period of time for which SunEx will calculate Base Rental, Available Rental, Project Expenses, and SunEx Rental, as set forth on Schedule A

COD
   means the commercial operation date

Confirmation
   means an encrypted communication of the transacted Purchase or Sale terms on a private password-protected part of our Website or on the Block-chain.  Such confirmation will include the price per cell in the Project name, Project Currency, number of cells purchased or sold, Solar Cell manufacturer and specifications, applicable Transaction Expenses, transaction date and time, the ID and other information as the case may require

Consumer
   means tenants or owners of premises where the solar electricy generation systems will be installed;

Consumer Rental Escrow Accounts
   means an Escrow Account specifically designated to receive and hold Consumer Rental for Projects on behalf of Solar Cell Lessors;

Consumer Rentals
   means the lease rental payments by the Consumer to SunEx SA in terms of the SunEx Lease, with respect to the entire Solar Plant of a Project;

Converted Pre-Payments
   means Pre-Payments after being converted automatically into the Project Currency

Credit Card Processor
   means a Third Party engaged to process payments made with MasterCard, VISA, Diners Club, American Express, Union Pay, or other credit card service

Crowd-Sale
   means a campaign run through a Crowd-Sale Website to sell certain assets of a particular Project, whereby we make accessible an Product Information document and other information relevant to such Project, to assist each Account Holder to determine whether the Purchase of a Solar Cell and entering into Owner Lease for such Project may be suitable in his case

Crowd-Sale End
   means such time as we declare that the Target Cells Amount has been achieved, and if relevant, the Target Amount has been achieved, in SunEx's sole and absolute discretion

Crowd-Sale Website
   means the Website together with one or more SunEx partner websites offering SunEx products, SunEx Services, and information relating to us and Projects we arrange

Definitive Agreements
   means this Agreement and the Owner Lease Agreement, SunEx Lease Agreement, EPC Agreement, O&M Agreement, insurance policies, any other documents, terms & conditions or agreements required by SunEx to arrange for the financing of Projects and offer of Solar Cells

Delivery Date
   means the Owner's intended collection date and time, which must be no later than fourteen (14) calendar days after the Available Date

Deployment
   means opting to lease a Solar Cell to SunEx under an Owner Lease, thereby gaining the opportunity to receive SunEx Rental and various SunEx associated services in the capacity of a Cell Lessor

Disruption Event
   means an event which gives rise to an alternative basis for settling a transaction, as defined in the International Swaps and Derivatives Association, Inc. 1998 FX and Currency Option Definitions

Elected Delivery
   means an Account Holder's decision to not Deploy a particular Solar Cell in the relevant Project, thereby obligating the Account Holder to collect the Solar Cell at the Project Site address

Electricity Price
   means the amount of Project Currency per kilowatt hour to be paid by the Consumer during any Calculation Period

Eligible Currency
   means the Project Currency and other fiat and digital currencies eligible for Purchase of Solar Cells for a Project, as indicated on the Crowd-Sale Website from time to time

EPC
   means an engineering, procurement and construction company, responsible for design, purchase, and installation of the components of each Project;

Escrow Account
   means a demand deposit account, attorney's trust account, or wallet at the Escrow Bank(s), Luno, or other service providers to receive and hold payments, as the case may be, for which third party verification of conditions precedent is required for payments our of the account or wallet;

Escrow Bank
   means the financial institution at which SunEx SA holds Escrow Accounts for the purposes of receiving and paying funds to give effect to the SunEx Structure;

Excess Pre-Payments
   means excess amounts of Other Currency left from any Pre-Payments, following conversion of a portion of the Pre-Payments into the Project Currency

Governmental Authority
   means any federal, state, municipal or local governmental authority, agency, or other entity having jurisdiction over the Project’s existence, operation, or value or status as an asset.

ID
   means the unique identifying label for each individual Solar Cell

Impermissible Activity
   means the activities listed in Schedule B to this Agreement;

Insurance
   means the insurance policies arranged by SunEx US, SunEx SA, or related entities with respect to the Solar Plant;

Insurance Provider
   means the providers of Insurance selected by SunEx

Material Adverse Effect
   means any change, circumstance or event that, in the aggregate, will (i) have a material adverse effect on Owners or SunEx, the Leasehold Interest or the Project, (ii) have a material adverse effect on the ability of Owners or SunEx to perform their respective obligations under these Terms or the Owner Lease, and (iii) constitute or result, if true, in a material breach of any representation, warranty, covenant or agreement set forth in these Terms or the Owner Lease

Non-Deliverable Substitute
   means replacement of a payment obligation by an obligation to pay with an alternative currency, as further defined in the International Swaps and Derivatives Association, Inc. 1998 FX and Currency Option Definitions. Unless otherwise specified in the Owner Lease and SunEx Lease, the default Non-Deliverable Substitute will be the U.S. Dollar.

NSRO
   means Nationally Recognized Statistical Rating Organizations as determined by the U.S. Securities and Exchange Commission

O&M
   means the company charged with O&M Services in respect of each Project and Consumer, as recorded in the O&M Agreement for that Consumer

Onboarding Compliance
   means, with respect to a Person, confirmation of compliance with Know Your Customer, Anti-Money Laundering and OFAC requirements, and confirmation no Impermissible Activity has occurred

Ordered Cells Amount
   means the sum of the integer number of Solar Cells that could be purchased given the Pre-Payments available in each Eligible Currency, in light of foreign exchange rates and estimated Transaction Expenses at the time

Ordered, Order
   means submission by an Account Holder to SunEx via the Crowd-Sale Website an amount in a Eligible Currency with the intention of Purchasing one or multiple Solar Cells for a Project upon Crowd-Sale End

Other Currencies
   means an Eligible Purchase Currencies, including other fiat and digital currencies as indicated on the Crowd-Sale Website from time to time, excluding the Project Currency

Owner
   means any Person that purchases one or more Solar Cells

Owner Lease
   means with respect to each Project, the lease of the Solar Cells by an Owner to SunEx; "Solar Cells Owner Lease Agreement" means the written lease agreement regulating the Owner Lease;

Party, Parties
   means Users, Account Holders, Owners, Cell Lessors

PayGate
   means the PayGate credit card processing service provider

Payment Processing
   means electronic funds transfer, debit order, credit card payment, or Block-chain transaction, following Standing Instructions, or as mutually agreed by a Party and SunEx at the time.  Credit Cards may include VISA, MasterCard, Diners Club, American Express, Discovery Card, Union Pay, and others indicated on the Website

Person
   means an entity recognized by the law as separate and independent, with legal rights and existence including the ability to sue and be sued, to sign contracts, to receive gifts, to appear in court either by themselves or by lawyer and, generally, other powers incidental to the full expression of the entity in law.

Personal Information
   means confidential information for personal identity verification and other information we require to ensure Onboarding Compliance.  Personal Information also includes confidential financial and transaction-related information required to complete the commercial transactions contemplated on the Crowd-Sale Website and Block-chain

Pre-Built Projects
   means Projects under construction and not yet operating, and fully constructed and operating Projects

Pre-Payment
   means funds transferred to the appropriate Pre-Payment Escrow Account or digital currency wallet at an Escrow Bank, indicated on the Crowd-Sale Website for that Eligible Currency

Pre-Payment Escrow Accounts
   means an Escrow Account specifically designated to receive and hold Pre-Payments for solar cells during a crowd sale;

Price Per Cell
   means the price payable in the Project Currency by Owners per Solar Cell as reflected on the relevant Product Information document and Owner Lease Agreement;

Product Information document
   means, with respect to each Project, the proposal presented to prospective Owners with the details of the Project and corresponding Funding Crowd-Sale;

Project
  means a particular project in terms of which Solar Cells and Solar Equipment are installed on the premises of a Consumer as specified in the Product Information document and Definitive Agreements;

Project Currency
   means the currency denomination of the Project equipment purchase amount and Consumer Rental

Project State
   means the nation, state, or municipal area of the Project, for which Governmental Authority may be exercised

Prospective Projects
   means new potential Projects for which Solar Cells and Owner Leases are offered, and for which procurement and installation are subject to achieving the Target Cells Amount

Purchase
   means valid purchase of a Solar Cell by an Account Holder via the Website

Rating Requirement
   means that if Escrow Bank is rated by an NSRO, it will bear a local currency Pre-Payment or short-term senior unsecured rating of minimum "B2" or "B" as appropriate.  If an Escrow Bank is unrated, the Rating Requirement will not apply

Registered User
   means a User that has provided name, email address, and other Personal Information to gain access to certain portions of the Website, but has not yet been granted an Account

Rental Payments 
   means payment of SunEx Rental or Consumer Rentals, as the case may be;

Reserve Escrow Account
   means a segregated account for the purpose of holding Pre-Payments to be used for future Project repairs and replacement of equipment as may be necessary

Smart Contracts
   means computer protocols on Block-chain that facilitate, verify, or enforce the negotiation or performance of a contract, or that make a contractual clause unnecessary. Smart contracts may be made partially or fully self-executing, self-enforcing, or both;

Solar Cell Lessor
   means any Person that purchases one or more solar cells (an “Owner”) and also enters into a related Owner Lease

Solar Equipment
   means the balance of equipment in each Solar Plant excluding the solar cells, forming the surrounding infrastructure that enables the solar cells to generate and deliver solar energy to the Consumer under the Consumer Lease, including but not limited to cabling, structures, components of modules excluding photovoltaic cells, mounting, inverters, optimizers, communication equipment, and meters

Standing Instructions
   means, with respect to each Account, confidential payment and settlement instructions for each Eligible Currency, pre-determined by the Account Holder and provided to SunEx.  Standing Instructions are recorded by SunEx as Personal Information

SunEx Rental
   means the lease rental payments by SunEx SA, SunEx US, or other related entities to Owners in terms of the Owner Lease, with respect to the Solar Cells;

SunEx SA
   means The Sun Exchange Proprietary Limited (Company Registration No. 2015/142280/07) whose physical address The Watershed, V&A Waterfront, Cape Town, 8001;

SunEx Services
   means the various functions performed by SunEx SA and SunEx US to facilitate the initial acquisition of solar cells, provide the SunEx Platform for solar cell and Solar Equipment acquisition, Owner administration and communication, billing and invoicing, supplier appointments and thereafter collecting and distributing Consumer and SunEx Rental Payments  ;

SunEx Structure
   means the structure through which solar electricy generation systems are acquired and eventually leased to Consumers

SunEx US
   means The Sun Exchange Incorporated ( Registered Office: 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 U.S.A.)"Tax" means all taxes, charges, duties, levies, deductions, withholdings or fees of any kind whatsoever, or any amount payable arising out of the foregoing, imposed, levied, collected, withheld or assessed by a governmental authority, together with any penalties, fines or interest relating thereto;

Target Amount
   means an aggregate Project Currency amount that must be Ordered to achieve for Crowd-Sale End, after taking into account the integer number of cells that could be purchased with Other Currencies at the time, and net of the Pre-Payments in respect of Solar Cells for Elected Delivery

Target Cells Amount
   means number of Solar Cells for Prospective Projects that must be Ordered for in aggregate to achieve Crowd-Sale End, net of Solar Cells indicated for Elected Delivery

Terms
   means these terms and conditions of service

Third Party
   means any third party supplier of goods, data, or services to SunEx or any designated and duly authorized sub-contractor of SunEx;

Third Party Information
   means information, data, specifications and estimates provided, corrected or updated by Third Parties or representatives of Third Parties

Transaction Expenses
   means payment processing and transaction fees and expenses

User, Users
   means any Person who accesses, views, or downloads any information made available by us on the Crowd-Sale Website or the Block-chain for whatever purpose

Website
   means www.thesunexchange.com

 

 

SCHEDULE B : IMPERMISSIBLE ACTIVITIES

  • Production or activities involving forced labor[1]or child labor.[2]
  • Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements.
  • Production or trade in:
  • weapons and munitions;
  • tobacco; and
  • hard liquor.
  • Gambling, casinos and equivalent enterprises.
  • Any business relating to pornography or prostitution.
  • Trade in wildlife or wildlife products regulated under CITES (Convention on International Trade in Endangered Species or Wild Fauna and Flora).
  • Production or use of or trade in hazardous materials such as radioactive materials, unbounded asbestos fibres and products containing PCBs.[3]
  • Cross-border trade in waste and waste products unless compliant to the Basel Convention and the underlying regulations.
  • Drift net fishing in the marine environment using nets in excess of 2.5 km in length.

[1]                      Forced  labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty as defined by ILO conventions.
[2]
                     Employees may only be taken if they are at least 14 years old, as defined in the ILO Fundamental Human Rights Conventions (Minimum Age Convention C138, Art. 2), unless local legislation specifies compulsory school attendance or the minimum age for working. In such cases the higher age shall apply.
[3]
                     PCBs: Polychlorinated biphenyls, a group of highly toxic chemicals. PCBs are likely to be found in oil-filled electrical transformers, capacitors and switchgear dating from 1950-1985.