Terms And Conditions

1. INTRODUCTION

These Terms and Conditions ("Terms") govern access to and use of the nTeaser platform ("Platform"), which includes the websites www.nteaser.com and app.nteaser.com (collectively, the "Website"), owned and operated by NTEASER PLATFORM S.L. (“nTeaser”), a company registered in Spain.

By accessing or using the Platform, the user ("User") declares that they have read, understood, and accepted these Terms and the Privacy Policy, both on their own behalf and on behalf of the company they represent. Use of the Platform implies full acceptance of these Terms, including any future modifications, updates or upgrades made by nTeaser.

2. DESCRIPTION AND PURPOSE OF THE PLATFORM

nTeaser is a digital marketplace designed to connect professionals and companies involved in the renewable energy sector. Through the Platform, the User can identify opportunities, express interest in renewable energy projects and assets (including solar, wind, storage, hydrogen, etc.), and access specialized services and market insights.

nTeaser offers two access plans:

• Free access Plan: Allows Users to browse Projects available on the Platform and submit non-binding Expressions of Interest.

• Business Plan: Includes all features of the Free Access Plan and additionally provides enhanced functionalities such as market data and transaction benchmarks, team support, strategic recommendations, and access to consulting sessions, among others.

The Platform does not participate in the negotiation or execution of agreements between Users, nor does it provide legal, financial, or investment advice. However, nTeaser may act as an independent facilitator to support communication between Users and reserves the right to request updates or information regarding the progress and outcome of any transaction initiated through the Platform, solely for compliance and fee collection purposes.

3. PLATFORM REGISTRATION AND USE

To access the Platform, the User must register by providing accurate and truthful information. By doing so, confirms that islegally authorized to act both in his own name and on behalf of the company they represent, and that they accept these Terms and the Privacy Policy.

The User is solely responsible for the content uploaded and actions performed on the Platform. By submitting a project, the User declares that they are either the legal owner of the asset, a duly authorized employee of the owning entity, or hold formal authorization or a valid sale mandate from the owner. Likewise, when submitting an Expression of Interest, the User confirms that is duly authorized to do so on behalf of themselves, their company, or a third party they represent.

As part of its review process, nTeaser may request documentation or information to verify that the User submitting Projects or Expressions of Interest is legitimately entitled to do so. This step is essential to maintain the transparency and credibility of the Platform.

The User agrees to make proper and lawful use of the Platform. Any attempt to manipulate, misuse, or interfere with the integrity, security, or functioning of the Platform is strictly prohibited.

nTeaser reserves the right to suspend or terminate a User's access at any time and without prior notice if it detects any misuse, breach of these Terms, or behaviour that does not align with the purpose and values of the Platform.

Users may request account deactivation at any time by contacting: contact@nteaser.com.

4. USER RESPONSIBILITIES

The User agrees to use the Platform lawfully, in good faith, and without causing harm to nTeaser, other Users, or third parties. It is strictly prohibited to use the Platform for illegal purposes, disrupt its operation, or attempt to access, modify or interfere with its infrastructure or other Users' data.

The User is responsible for keeping their credentials secure and for all actions taken through their account. In case of unauthorized access, loss or theft, the User must notify nTeaser immediately.

The User declares that the information provided to the Platform is true, accurate, and up to date. Any attempt to provide misleading or false information may result in suspension or termination of access.

The Platform and its underlying software may not be copied, modified, reverse engineered or exploited without express written authorization from nTeaser.

Only individuals of legal age may use the Platform.

5. FEES AND PAYMENT METHOD

The User may access the Platform under a Free Access Plan or upgrade to a Business Plan. The Free Access Plan is free of charge. The Business Plan requires payment, which can be made via Stripe, SEPA debit, or by requesting an invoice and paying by bank transfer. All subscription payments are processed securely through third-party providers, and nTeaser does not store any payment details. Further information on the processing of personal data can be found in the Privacy Policy.

By submitting an Expression of Interest (EOI), the User expressly acknowledges and accepts that a success fee ("Contact Fee") may apply to transactions resulting from connections made through the Platform, under the terms described below.

a) Transactions relating to a project published on the Platform (Buyer pays)

When the User acts as Buyer in a transaction for a project published on the Platform, the Contact Fee shall be:

• 1% of the equity value, if the project includes project finance or any other form of structured debt (including, without limitation, senior debt, mezzanine, or bridge financing).

• 1% of the total transaction price, in all other cases, including any project at pre-construction stage or any asset without project finance.

• Subject to a minimum of 500 € per MW, calculated in MWp for solar PV projects.

The Contact Fee becomes fully due and payable at the moment the definitive transaction agreement is signed (including any SPA, SHA, DSA, financing agreement or equivalent). If the final value is not determined at signing, the fee shall be calculated on the best available estimate and adjusted once the final value is confirmed.

b) Transactions between the same parties for projects not published on the Platform (Seller pays)

If, within three (3) years from any EOI exchanged between the same two parties on the Platform, those parties execute any other transaction not relating to a project published on nTeaser, the same Contact Fee structure described above shall apply, but the obligation to pay the Contact Fee shall fall on the Seller, not the Buyer.

c) Applicability regardless of transaction structure

The Contact Fee applies irrespective of the legal or contractual structure of the transaction, including share deals, asset deals, joint ventures, development service agreements, shareholder agreements, options, rights assignments, debt or financing arrangements, or any other structure producing equivalent economic effect. It also applies to all components of the consideration, including fixed, variable, deferred, contingent, milestone-based or earn-out payments.

d) Reporting and cooperation

The User commits to inform nTeaser of any negotiation, signing or closing resulting from connections made through the Platform, including when acting as Buyer or Seller, and to provide all information necessary for invoicing and verification. Failure to comply constitutes a material breach of these Terms.

6. INTELLECTUAL AND INDUSTRIAL PROPERTY

a) License grant

Subject to the compliance with these Terms of Use, nTeaser will grant the User a limited, revocable, non-exclusive, non-transferable license to access and use the Platform, solely in connection with the purpose of the Platform as established in these Terms.

In addition, the User by using the Platform or providing any nTeaser Data through the Platform, shall grant a worldwide, non-exclusive, transferable, assignable, royalty-free, fully paid-up license to use, reproduce, adapt, translate and make derivative works of all such data in whole or in part solely for the purpose of supporting and enhancing the Platform. For more information on the processing of data that may be carried out by nTeaser, the User may refer to the Privacy Policy.

nTeaser expressly reserves all rights in the Platform not granted to User herein.

b) Platform ownership

nTeaser shall own all intellectual and industrial property rights over the Platform, including, without limitation, all software used herein, the graphic design, programming and structure of the Platform, documents, as well as other rights and know-how related the Platform (including any modifications or enhancements) and all associated rights under copyright, trademarks and patents (hereinafter the "Content").

The User will not challenge nTeaser's ownership of the Platform and will not alter or delete any copyright notices or trademarks included in the Platform. All rights in relation to such Content are reserved and express permission must be requested to nTeaser for its use and exploitation not expressly provided for in these Terms.

Any use of the Content for which nTeaser has not given express authorization, whether directly or indirectly for profit or not, including downloading, storage, transmission, public disclosure, distribution, reproduction or transformation, reuse, the use of scraping, data mining, data harvesting or similar techniques, for private or commercial purposes, in whole or in part, is expressly prohibited. It is expressly stated that in accordance with art. 67 inc 3 of Royal Decree Law 24/2021, nTeaser reserves the right to use the works, thus not authorizing the mining of texts and data.

The User agrees to: (i) serve as a reference for nTeaser; (ii) collaborate on case studies or other marketing material.

7. USER WARRANTIES

a) General warranties

By using the Platform, the User represents and warrants that:

• They are of legal age and have the legal authority to act on their own behalf and on behalf of the company or third party they represent.

• They will use the Platform in good faith and in accordance with applicable laws and these Terms.

• All information they provide on the Platform is true, accurate, complete and up to date.

• They understand and accept that nTeaser does not provide legal, financial, or investment advice and that they act under their own responsibility at all times.

• They are solely responsible for making their own investment decisions and will not hold nTeaser or the Platform liable for any outcomes, including potential profits or losses, resulting from any transaction initiated through the Platform.

b) Warranties when uploading a project

When uploading a project, the User additionally declares and guarantees that:

• They are either the legal owner of the project or asset, or have a valid and demonstrable authorization or mandate from the owner to initiate its sale.

• They have obtained all necessary consents, permits and authorizations to share the project on the Platform.

• The project information is truthful, accurate and legally compliant.

• They will notify nTeaser promptly of any material change or inaccuracy that may affect the project's value or status.

• They will inform nTeaser of the progress of any negotiations and the outcome of any transaction resulting from contacts initially established through the Platform, and will use their best efforts to ensure compliance with the applicable Contact Fee obligations.

c) Warranties when submitting an Expression of Interest (EOI)

When submitting an Expression of Interest, the User further declares and guarantees that:

• They are duly authorized to express interest on their own behalf, on behalf of their company, or of a third party they represent.

• They have full legal capacity to enter into the potential transaction and, if applicable, negotiate and formalize a future agreement.

• They will provide any information reasonably requested by nTeaser to ensure transparency and proper evaluation of the opportunity.

• They understand that sending an EOI implies acceptance of the Contact Fee terms if the transaction is successfully signed.

• They agree to promptly inform nTeaser of the outcome of any transaction resulting from contacts made through the Platform, including the signing date and final transaction value.

• They expressly acknowledge and accept that the applicable Contact Fee shall be payable in accordance with Section 5 of these Terms, including the circumstances in which the User pays the fee when acting as Buyer and the circumstances in which the fee is payable by the Seller.

• They understand that failure to report the transaction or to make payment will constitute a material breach of these Terms and may result in legal action.

8. WARRANTY AND LIABILITY DISCLAIMER

a) The features and services on the Platform are provided on an "AS IS" and "AS AVAILABLE" basis, and nTeaser hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings, and terms are hereby excluded.

b) nTeaser makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or correctness of any information provided on or through the Platform.

c) Any material downloaded or otherwise obtained through the Platform is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from nTeaser or through or from the Platform shall create any warranty not expressly stated herein.

d) Under no circumstances shall nTeaser be held liable for an delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

e) nTeaser shall not be liable for direct or indirect damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:

• - the use or the inability to use the Platform;

• - any defect in data, information or services purchased or obtained from a User or a third-party service provider through the Platform;

• - violation of third party rights or claims or demands that Users' Offer may violate or may be asserted to violate third party rights;

• - or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants;

To the maximum extent permitted by applicable law, nTeaser shall not be liable for any indirect or consequential damages or lost profits including, but not limited to, any consequential damages, work stoppage, breakdown, failure or loss, or for any claim by any third party as a result of the foregoing. nTeaser' liability for damages arising out of these Terms and Conditions however caused, regardless of the form of action, whether in contract or tort, shall be limited to, at most, the Contact Fee received by nTeaser in connection with the transaction from which liability has arisen.

9. INDEMNITY

a) User hereby agrees to indemnify and hold nTeaser, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including reasonable legal costs on a full indemnity basis) which may arise:

• From User's use of the Platform (including but not limited to the display of such User's information on the Platform);

• From breach of these Terms.

• From User's breach of any representations and warranties made by User to nTeaser, including but not limited to those set forth in Sections 5 above.

• Directly or indirectly, as a result of any claims asserted by third party rights claimants or other third parties relating to products offered or displayed on the Platform. Each User hereby further agrees that nTeaser is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. nTeaser reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with nTeaser in asserting any available defenses.

b) Provided that the User who first becomes aware of such circumstance immediately notifies nTeaser in writing of such claim, gives nTeaser full control of the defense and legal direction of the claim, immediately provides nTeaser with all reasonably available information and assistance, and has not compromised or settled such claim.

10. END OF THE RELATIONSHIP

Without affecting any other right or remedy available to it, nTeaser may terminate its relationship with immediate effect if the User commits a material breach of any other term of these Terms and Conditions, or if nTeaser believes that the User is misusing the Platform or does not meet the intended user profile. Upon termination, all rights granted to The User under these Terms shall cease immediately.

On termination of the relationship: (a) the right granted under clause 6.a) (right to permit User to use the Platform) and all other licenses granted under or pursuant to these Terms and Conditions shall immediately terminate; (b) all User's rights to access and use the Platform shall cease immediately; (c) User shall return and make no further use of any confidential information, which shall be returned or destroyed, unless retention of any such item is required under the applicable laws; (d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and any provision of these Terms and Conditions which expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions including the provisions on Intellectual and Industrial Property, Data Protection, Confidentiality, Warranty and Liability Disclaimer, Indemnity, and Governing Law and Jurisdiction.

11. DATA PROTECTION

The personal data collected through the Platform—such as registration information, access logs, communications, and any data exchanged between Users and nTeaser—will be processed by NTEASER PLATFORM S.L., as the data controller, in accordance with the applicable data protection regulations, including the General Data Protection Regulation (EU) 2016/679 (GDPR).

The data will be used exclusively for the operation, management, and improvement of the Platform and its services, as well as to facilitate communication between Users. All data will be treated confidentially and in accordance with our Privacy Policy and Cookies Policy.

Users may exercise their data protection rights at any time, including access, rectification, erasure, objection, limitation of processing, and data portability, by contacting contact@nteaser.com.

12. CONFIDENTIALITY

Each Party agrees, during the execution of these Terms and thereafter, to keep confidential, and not to use for its own purposes (other than implementation of these Terms) nor without the prior written consent of the other to disclose to any third party (except its professional advisors under obligations of confidentiality) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party or any of its customers, suppliers or other trading partners. Without limiting the generality of this clause, the technology and design of the Platform and the Platform services and the Content shall constitute confidential information of nTeaser.

The restrictions above shall not apply to the extent that: (i) such information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge, in each case other than by breach of this Platform Agreement; (ii) subsequently comes lawfully into the possession of such Party from a third Party; or (iii) such information is required to be disclosed by law or competent authority.

Neither Party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third Party.

13. SUPPORT

nTeaser shall provide reasonable support services to Users regarding the Platform and its functionalities, subject to these Terms. The support services may include assistance with technical issues, clarifications on the Platform features and general guidance related to the use of the Platform.

nTeaser will endeavor to respond to the User inquiries and requests for support within a reasonable timeframe, but response times may vary based on the complexity and volume of requests. Users may report to nTeaser any incident related to the use of the Platform at: clients@nteaser.com.

Support services will be provided on a best-effort basis and may be subject to certain limitations. nTeaser does not guarantee that all support inquiries or issues will be resolved, and it reserves the right to determine the level and extent of support provided.

nTeaser's support services do not extend to general business, investment or legal advice. Users are responsible for making their own investment decisions and seeking professional advice when necessary.

14. THIRD PARTIES LINKS

The Platform may include links to third-party websites or content, including recommended service providers. nTeaser is not responsible for the content, accuracy, or availability of any external websites or materials not created by nTeaser.

Any relationship, contract or service contracted by the User with these third parties is entirely separate from nTeaser. nTeaser does not act as intermediary and offers no guarantees regarding such third-party services.

In compliance with Article 17 of Law 34/2002 on Information Society Services and Electronic Commerce (LSSI), nTeaser will remove or block access to any unlawful or infringing content as soon as it becomes aware of its existence.

15. MODIFICATIONS TO THE TERMS

nTeaser reserves the right to modify or update these Terms at any time, with prior notice to Users through the Platform's notification system, at least 15 days before the changes take effect.

Continued use of the Platform after such notice shall constitute acceptance of the new Terms.

15. GOVERNING LAW AND JURISDICTION

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Spain.

Each Party irrevocably agrees that the courts of the city of Madrid shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

Last update: December 2025

Contact email: contact@nteaser.com