Terms and Conditions

Version 26-01-2024

I. Preamble

Skoon Energy B.V., and its subsidiaries Skoon Energy Software B.V. and Skoon Energy Solutions B.V. (hereinafter referred to as "Skoon") host an online marketplace (hereinafter referred to as "Skoon Sharing") for clean mobile energy. Skoon Sharing enables companies having demand for clean mobile energy (hereinafter referred to as "Customers") to search for, book and manage clean mobile energy solutions from companies that own such clean mobile energy assets (hereinafter referred to as "Providers"). Customers and Providers are collectively hereinafter referred to as "Users".

In addition, Skoon Sharing offers Customers further functionalities such as simulating simple energy projects, requesting a possible clean mobile energy solution from selected Providers, monitoring the rented energy assets, the administration of projects, obtaining feedback reports on energy use, other features that may be developed in the future, as well as access to a knowledge base provided by Skoon.

Skoon Sharing integrates with the internal rental management software for energy asset owners (hereinafter referred to as "Skoon Suite"). Skoon Suite is a business management tool that can be used by Providers to manage a fleet of energy assets.

This document describes the terms and conditions (hereinafter referred to as "T&C") which shall apply to all Agreements between any User of Skoon Sharing (whether Customer or Provider) and Skoon Suite. When a User agrees to the T&C it is referred to as the User Agreement.

II. Definitions

In this Terms & Conditions the following capitalised words and expressions shall have the following meanings:

1. User Agreement Skoon Sharing and Skoon Suite

1.1. Subject matter of the User Agreement

1.1.1. The User Agreement shall regulate access to Skoon Sharing for the purposes described in the preamble of these T&C. Skoon creates, operates and maintains Skoon Sharing and Skoon Suite. Where applicable, the subject matter of this Agreement shall exclude third party services/applications embedded in the platform. If required, a separate contractual relationship shall be established between the User and such third parties.

1.2. Conclusion of User Agreement

1.2.1. The User concludes a User Agreement with Skoon by way of accepting the T&C during the online registration procedure on Skoon Sharing or Skoon Suite.

1.3. Eligible users

1.3.1. Skoon Sharing and Skoon Suite are intended for the business-to-business space. By concluding a User Agreement according to article 1.2, the User shall guarantee to be representing a natural or legal person legally constituted with a minimum company size of one full-time employee or equivalent.

1.3.2. Furthermore, all Users must be persons of legal capacity who are at least 18 years of age. Solely eligible to conclude agreements with Skoon are Users, i.e. natural or legal persons or legally constituted partnerships, who act in an independent professional or business capacity when concluding legal transactions.

1.3.3. Any company representative of a User concluding an Agreement shall guarantee to Skoon that he or she is authorized or commissioned by the User to execute the respective action.

1.3.4. Skoon shall have the right to accept or to not accept a particular applicant for access and participation in Skoon Sharing or Skoon Suite. Without limiting the foregoing, Skoon Sharing and Skoon Suite are not available to persons under 18 years of age. Each User is responsible for what occurs on their account and must immediately report any unauthorized use of their account to Skoon.

1.3.5. A Provider on Skoon Sharing commits to only offering zero emission energy solutions, unless otherwise agreed.

1.4. Duration of the User Agreement

1.4.1. The duration of the Agreement is twelve months, starting with the first online registration procedure as described in section 1.2.

1.5. User Agreement extension

1.5.1. The duration of the User Agreement shall be automatically extended with twelve months if the Agreement is not cancelled by Skoon or the User on the final day of the User Agreement.

1.6. Terminations of the User Agreement

1.6.1. Both Skoon and the User have the right to cancel or terminate the User Agreement. If the User terminates the User Agreement the User still has to comply with the terms and conditions as set out in the User Agreement. Skoon is entitled to terminate the User Agreement with a specific User when the user fails to comply with this T&C or when Skoon deems this necessary. In such cases, Skoon also has the right to prevent the User from accessing Skoon Sharing or Skoon Suite without terminating the User Agreement.

1.7. Consequences in the event of User Agreement termination

1.7.1. After termination of the Agreement, the User shall no longer be allowed access to his/her account and cannot view tenders, proposals, any other user data or other content stored on Skoon Sharing or Skoon Suite. Skoon has the right to delete the content. Skoon has the right to continue providing its services in order to conclude any open transactions with other Users. Skoon reserves the right to inform other Users about the termination of a User Agreement.

2. General Terms Skoon Sharing

This article outlines the basic principles of using Skoon Sharing and is applicable to all Users.

2.1. Account and profile

2.1.1. Users are required to create an account in order to be able to create a profile and access to Skoon Sharing. Use of Skoon Sharing is only possible if the mandatory information is provided. Users are obliged, inter alia, to specify a valid E-mail address as a username and a password. This E-mail address shall serve as the means of communication between the User and Skoon.

2.1.2. The User assures that the data used to create his account and profile is accurate and complete. If a User's profile data has changed, the User is obliged to update his profile on Skoon Sharing immediately. Skoon has the right to inspect the specified account and profile data; however, it is not obliged to do so.

2.1.3. The account is bound to the User and may not be transferred to any third party without the explicit consent of Skoon. Similarly, unless explicitly approved by Skoon, Users are not authorized to allow third parties to access their accounts by using their login data.

2.2. Access and fees Skoon Sharing

2.2.1. Basic access to Skoon Sharing, as well as the basic functionality of Skoon Sharing, is free of charge for Users. Extended Services will be charged at extra cost and may include a different scope of functions or access rights for Users.

2.2.2. Should Skoon decide to charge or adjust fees for the various types of the services provided by Skoon Sharing, the Users who are affected by this adjustment will be informed at the time of their next log in after this adjustment.

2.2.3. Skoon reserves the right to change the pricing models, as well as to extend, modify or limit the functionality of Skoon Sharing or stop access to Skoon Sharing free of charge at any time.

2.3. Third party contract

2.3.1. Users might fulfil partnerships or contracts with third parties to enhance their business or operation. The creation and negotiation of partnerships, the related contract conclusion, and the fulfilment of the contract are solely the responsibility of the participating Users. The Users are also responsible for ensuring that the projects are in accordance with Dutch law and the law of the respective Users. Skoon can act as representative of any User and can become a contracting party in a third party contract concluded between a User and any third party, if agreed to do so beforehand between Skoon and the User. The content of the third party contracts may not contradict these T&C.

2.4. Confidential processing of login data

2.4.1. The User is obliged to handle his login data with care, process it confidentially, and prevent abuse of the login data by any third parties. In particular, this means that login data must be protected against unauthorized disclosure, alteration, unauthorized access or attacks, regardless of their kind.

2.5. Data backup

2.5.1. Although the database of Skoon Sharing is updated on a daily basis, Skoon does not provide any guarantee for recovering any data in case of its loss. Users are obliged to perform daily backups of all data (e.g. profile data, project descriptions, offers etc.) related to their use of Skoon to such extent as is necessary.

3. Rentals Through Skoon Sharing

This article is focused on rental conditions when booking and renting an energy solution on Skoon Sharing and is applicable to all Users.

3.1. Start of rental

3.1.1. Customer will accept the Hardware Material in its current condition. The condition at the start of the Rental Period is recorded by or on behalf of Skoon in a Schedule of Condition (the delivery note) to be attached as an appendix to the Contract and initialed by the parties, which Schedule of Condition forms part of the Contract. If no Schedule of Condition has been prepared at the start of the Contract, the Material is deemed to have been delivered in the condition as defined in specifications sheet or on Skoon Sharing.

3.2. End of rental

3.2.1. At the end of the Rental Period the Customer is obliged to return the Material in the same condition at the start of the Contract. If no Schedule of Condition has been prepared at the start of the Contract, the Material will be returned by Customer to Provider at the end of the Contract or at the end of the use in the condition that Skoon may expect of a well-maintained item of the type to which the Contract relates.

3.2.2. The Material must be inspected by the parties together before the end of the Rental Period.

3.2.3. After the Material is returned to the Provider following the end of the Rental Period, Skoon will inspect the Material without delay. If this inspection reveals that there are defects other than those contained in the Schedule of Condition, Skoon will send Customer a Schedule of Damage which records the repairs that were found to be necessary.

3.3. Intended use and prohibition clause

3.3.1. The Material will remain the property of Provider at all times, regardless of the length of the Contract.

3.3.2. The Material is only intended for use by Customer as specified in the Contract.

3.3.3. Customer is obliged to use the Material with due care in accordance with the intended use during the rental period.

3.3.4. Customer will immediately notify Skoon In Writing if the Material is seized or a claim is otherwise made on (any part of) the Material. In addition Customer will inform Skoon at its first request where the relevant Material is located.

3.3.5. In the event of seizure of (part of) the rented Material or (provisional) payment moratorium or bankruptcy on the part of Customer, Customer will immediately notify the seizing bailiff, administrator or receiver about Skoon's (ownership) rights.

3.3.6. Customer - including its employees, auxiliary persons and/or other persons operating the Material on the instructions and/or under the responsibility of Customer - must only allow the Material to be used by (a) certified or qualified person(s) who is/are made familiar with the Material by Skoon or the Provider.

3.3.7. Customer is not permitted without Skoon permission In Writing:

• to use the Material for a purpose other than that specified in the Contract;
• to repair or dismantle the Material in full or in part;
• to make changes in, on or to the Material and to add and/or attach items to it;
• to have the Material moved outside the Usage Location or move it within the Usage Location;
• to rent or sub-rent the Material to third parties or allow third parties to use the Material, or assign the rental rights to third parties in full or in part or to contribute the rental rights to a company or corporate entity;
• to sell, assign or encumber the Material with a restricted right.

3.3.8. If Customer acts contrary to the provisions of article 3.3.4 and/or article 3.3.5, Customer will be liable to pay an immediately payable fine equal to 200% of the daily rental price per day that the breach continues, without prejudice to Skoon's and/or Ultimate Owner's right to compliance, dissolution and compensation of any and all costs and all damages suffered and to be suffered.

3.4. Maintenance, repair and use

3.4.1. Customer is obliged to notify Skoon or the Provider immediately if maintenance of the Material is necessary. If Customer fails to inform Skoon or the Provider in good time that maintenance is required, Customer is obliged to reimburse the loss suffered by Skoon or the Provider as a result of this omission.

3.4.2. The costs of maintenance, repair and replacement as a result of a material or construction defect will be borne by Skoon or the Provider. All other costs to be incurred for the maintenance, repair or replacement of the Material will be borne by Customer. The cost of energy and the costs of daily maintenance will be borne by the Customer.

3.4.3. Maintenance other than daily maintenance and/or any repairs may only be carried out by Skoon or the Provider unless Customer has been given permission In Writing to perform or commission that work itself.

3.4.4. Customer allows Skoon or the Provider access to the Material at all times so that Skoon or a third party appointed by Skoon or the Provider can carry out maintenance and repair work.

3.4.5. For the maintenance to be carried out by Skoon or the Provider or a third party appointed by it, apart from the work which cannot be delayed, Skoon or the Provider will discuss with Customer beforehand how as much account as possible can thereby be taken of Customer's interests. If this work is carried out outside normal working hours at Customer's request, the additional cost of this will be borne by Customer.

3.4.6. Customer will notify Skoon of Defects in the Material In Writing without delay. In that notification Customer will give Skoon or the Provider a reasonable period to start resolving a Defect which is Skoon or the Provider's responsibility.

3.4.7. Customer is obliged to take preventative measures to prevent theft, misappropriation of and/or damage to the Material.

3.4.8. Customer is responsible for obtaining the required permissions, certificates, permits, licenses and/or exemptions for the use of the Material. The associated costs will be borne by Customer.

3.4.9. Customer shall, in the performance of this Agreement and/or the use of or in connection with the Material, comply with all applicable laws, executive orders, regulations, ordinances, proclamations, demands and requisitions of any provincial, state or local governmental authority.

3.4.10. Customer is obliged to properly insure the Material from the moment of Delivery throughout the term of the Contract and to keep it insured against all insurable risks and losses which may arise to or through the Material.

3.4.11. Skoon or the Provider has the right to inspect the Material at the Customer from time to time. If Skoon or the Provider believes that the Material is being used incorrectly or is being neglected, Skoon or the Provider is entitled to take possession of the Material and/or to restore it or have it restored to a good condition and state of maintenance, all at Customer's expense.

3.4.12. Skoon or the Provider has the right to replace the Material during the term of the Contract with at least an equivalent energy solution without this giving Customer the right to dissolution or compensation.

3.5. Delivery and pick-up

3.5.1. The rental period starts at the date and time as agreed in the Contract.

3.5.2. The rental period ends on the date as specified in the Contract (the "off rent date") without prejudice to Skoon or the Provider's right to terminate the Contract earlier.

3.5.3. Unless agreed otherwise, Skoon or the Provider or a third party to be appointed by Skoon will deliver the Material to a place specified by Customer. Customer must ensure that the place of delivery is easily accessible and suitable for delivery and placing of the rented Material.

3.5.4. If Customer arranges transportation of the rented Material itself the transportation will be at Customer's risk and expense.

3.5.5. Skoon or the Provider will specify an approximate delivery time. The agreed times are indicative and not of the essence unless explicitly agreed otherwise.

3.5.6–3.5.11. Delivery time extensions, delays, and related liability provisions apply as described in the full agreement.

3.6. Rental period extension

3.6.1. The duration of the Rental Period is defined in Skoon's quotation, booking on Skoon Sharing or similar Contract as accepted by the Customer.

3.6.2. Extension of the Rental Period must be requested In Writing by the Customer at least 7 days before the expiry of the Rental Period. Skoon holds the final right not to extend the rental period.

3.7. Complaints

3.7.1. Customer must fully inspect the Material immediately after delivery. Any complaints about faults or defects must be notified to Skoon In Writing within two (2) hours of delivery.

3.7.2. If a complaint is justified, Customer is entitled to either rectification of the Defect, replacement of the relevant component, or cancellation of the Contract with money back for the affected period.

3.7.3. Complaints and other objections do not suspend Customer's payment obligation.

3.8. Return and risk

3.8.1–3.8.5. Customer may not return the Material before the end of the agreed rental period without permission. Return conditions, risk transfer, and related obligations apply as described in the full agreement.

3.9. Damage and loss

3.9.1. Damage must be notified to Skoon immediately and within twenty-four (24) hours.

3.9.2. Theft, misappropriation, or loss must be notified within twenty-four (24) hours and reported to police.

3.9.3–3.9.4. Costs of damage assessment and repair are borne by Customer. Customer is liable for all direct and indirect losses.

3.10. Early termination

If the Customer applies for bankruptcy, fails to comply with obligations, fails to pay invoices, or has assets seized, the remaining debt becomes payable immediately and Skoon may terminate the Contract.

3.11. Payment Agreement with Users

An Agreement is formed when Skoon issues a Rental Confirmation or enters into a Contract with a Customer.

3.13. Cancellation

3.13.1. Skoon has the right to cancel unilaterally at least two working days before delivery.

3.13.2. Customer cancellation charges: 0% (more than 4 weeks before), 50% (1–4 weeks before), 100% (less than 1 week before).

3.14. Prices

All quoted prices on Skoon Sharing exclude VAT and all other levies, duties or charges. Prices also exclude transportation, delivery, dismantling and service/maintenance unless otherwise agreed.

3.15. In case of delay

If execution is delayed due to the Customer, Skoon may increase prices to compensate for additional costs.

3.16. Payment

3.16.1. Customer must pay invoices within thirty (30) days without any discount, deduction or offsetting.

3.16.2. Late payment interest of 2% per month applies.

3.16.3. All collection costs (minimum €250 excl. VAT) will be borne by Customer.

3.17. Payment Agreement with Providers

An Agreement is formed when Skoon issues a Rental Confirmation or enters into a Contract with a Provider.

3.18. Provider Cancellation

Provider cancellation charges mirror Customer cancellation charges when no alternative can be offered.

3.19. Insurance

The Customer is responsible for insuring the Material against all risks including theft, damage, fire, and flood for the duration of the Rental Period.

4. General Terms Skoon Suite

This article is focused on the general terms of Skoon Suite, the business management software for Providers.

4.1. General use

The Provider and its personnel must use Skoon Suite solely for commercial and operational management, internal business purposes, and lawful purposes. Providers must not resell or make available Skoon Suite to any third party.

4.2. Access conditions

Providers must not impersonate others, undermine security, or misuse the platform in any way that impairs functionality.

4.3. Personnel

Only Permitted Users may access Skoon Suite. The Provider is responsible for their compliance.

4.4. Authorisations

The Provider is responsible for procuring all licences, authorisations and consents required for use of the Services.

4.5–4.8. Fees, Invoicing, Overdue amounts, and Increases

Providers must pay applicable Fees. Skoon may charge interest on overdue amounts and increase Fees annually with 30 days' notice.

4.9–4.13. Data provisions

Skoon may access Provider Data as needed. Skoon may use anonymised analytical data for research and product development. Data may be stored in secure servers in Europe.

4.14. Indemnity

The Provider indemnifies Skoon against any claim that Data infringes third party rights.

5. Intellectual Property

5.1. Ownership

Title to all Intellectual Property Rights in the Services, Website, and Underlying Systems remains Skoon's property. Title to Data remains the User's property, with a licence granted to Skoon for the purposes of the Agreement.

5.2. Know-how

The User grants Skoon a royalty-free, perpetual licence to use know-how, techniques, and methodologies used in providing the Services.

5.3. Feedback

All Intellectual Property Rights in feedback provided by Users are owned solely by Skoon.

5.4. Third party sites

Links from Skoon Suite to third party websites do not imply endorsement. Skoon excludes all liability for those websites.

5.5. Third party IP Rights indemnity

Skoon indemnifies Users against IP infringement claims arising from use of Skoon Suite in accordance with the Agreement.

6. Warranty and Liability

6.1. Availability

Skoon shall endeavour to provide failure-free operation but cannot guarantee 100% availability. Users shall not have the right to file claims regarding availability.

6.2. Limitation of liability

In case of slight negligence, Skoon may only be held liable for the violation of Agreement-essential obligations and personal injuries. Liability is limited to intent and gross negligence.

7. General Provisions

7.1. Applicable time designation

Central European Time (CET/GMT+1) and Central European Summer Time (CEST/GMT+2) shall be applicable.

7.2. Invalidity of individual provisions

Should one or several provisions be or become invalid, this shall not affect the validity of the remaining provisions.

7.3. Applicable law and court of jurisdiction

The laws of the Netherlands shall apply. The place of jurisdiction shall be the registered office of Skoon.

7.4. Authorization to amend the Agreement

Skoon reserves the right to amend these Terms & Conditions at any time. Users will be notified of changes.