General Terms and Conditions for the Online Platform IRIS

Article 1: Scope of Application

1.1.

These General Terms and Conditions (hereinafter referred to as GTC) shall apply to all contracts entered into between us,

Kaiserwetter Energy Asset Management GmbH,
Hopfenmarkt 33, 20457 Hamburg

CEO: Hanno Schoklitsch

commercial register: district court Hamburg HRB 104370 (name of register court and registration number)

phone number: +49 40 530 566-0

fax number: +49 40 530 566-199

e-mail address: ger@kaiserwetter.eu

(hereinafter referred to as: "Kaiserwetter" or "we")

and you as our contractual partner ("client" or "you") via our online platform IRIS.

1.2.

All services offered via our online platform IRIS exclusively target clients who are 18 years of age or older and who are entrepreneurs pursuant to Section 14, paragraph 1 of the German Civil Code. Therefore, these GTC pursuant to Section 310 of the German Civil Code shall apply only to entrepreneurs as defined in Section 14 of the German Civil Code, legal persons governed by public law or special funds under public law. They are part of every service contract signed between us and our clients via the online platform IRIS unless explicitly agreed otherwise on an individual basis.

1.3.

All stipulations agreed on between you and us regarding such contracts result directly from these General Terms and Conditions.

1.4.

The updated version of our GTC applicable at the time of the signing of the contract shall be relevant.

1.5.

We do not accept any client's conditions that differ from ours. This also applies in case we do not explicitly object to their incorporation.

Article 2: Subject of the Contract

2.1.

Kaiserwetter makes its online platform IRIS available to its clients. Via this platform, clients have, based on site-specific data, the option of ordering a specific performance analysis and a related analysis report ("report") for a wind park from Kaiserwetter at a fee.

2.2.

For this purpose, clients enter site-specific data via an online data form provided by Kaiserwetter on the online platform IRIS.

2.3.

Subsequently, clients have the option of choosing from three different reports:

  1. Due Diligence Reports:
    Our Due Diligence Reportshave been designed to support investors, sellers, financing banks and all other players involved in an M&A process in achieving full transparency regarding the performance and technical conditions of specific wind turbines or entire wind parks. Due Diligence Reports includes all analysis options available in IRIS.
  2. Status Reports: 
    Our Status Reports have been created for asset holders, financing banks and rating agencies of wind parks that are looking for comprehensive status information regarding performance and technical conditions at any given point in time. If these reports are created on a regular basis, they can help asset holders, financing banks as well as rating agencies get a data-based and neutral perspective on the wind park in question. Especially when it comes to asset-based investment products (bonds), periodic status reports can give investors certainty regarding long-term performance. In addition, status reports can help detect the causes for underperforming assets and identify weak spots.
  3. Potential Analysis:
    Our Potential Analysisis the basic version of our IRIS-based data analysis. This makes the Potential Analysis our smallest and most inexpensive report. The results of this analysis are useful for asset holders and financing banks that would like to find out quickly if the wind turbines or wind parks are reaching their maximum potential and if potential for output increase exists. If clients order the analysis option "Potential Analysis," Kaiserwetter shall render the following services:

The scope of services for the analysis in question is defined in Article 3 of these GTC. The content of the report in question is defined in Article 4 of these GTC.

2.4.

Based on the site-specific data entered by the client and the analysis and the related report desired by the client, Kaiserwetter will calculate a price and display it for the client on the online platform IRIS.

2.5.

In a last step, clients have the option of once again checking the data they have entered. After clients have accepted these GTC, they can order the data analysis they have selected along with the related report at a fee from Kaiserwetter pursuant to the stipulations of these GTC. After that, no changes to the order are possible.

2.6.

Subsequently, the client shall, within two weeks, make historic 10-minute site-specific data, the daily production data over a period of at least 12 months as well as site coordinates with turbines numbers available to Kaiserwetter so that Kaiserwetter can perform the analysis. This shall be done via upload to the online platform IRIS.

Article 3: Analyses – Scope of Services

3.1.

Kaiserwetter will analyze the data entered by the client using an automated process developed by Kaiserwetter. Kaiserwetter will not check the clients' data for accuracy or completeness. The clients alone shall be responsible for the quality and content of their data. The type of analysis and the depth of the analysis are determined by the choice made by the client during the order process.

3.2.

If the client has ordered the service Due Diligence Report or Status Report, Kaiserwetter shall perform all analyses available on the online platform IRIS. Kaiserwetter shall perform the following analyses:

(a) Based on the daily production data and the 10-minute site-specific data, Kaiserwetter will calculate the energy production. This will be compared to the estimated production and evaluated. If the site is located in Germany, Kaiserwetter will additionally perform an assessment with the index calculated by Ingenieurwerkstatt Energietechnik (IWET), the so-called IWET index. The IWET index is a production index calculated on the basis of the production results of many thousand wind turbines. In order for regional differences to be taken into account, the country is divided in 25 regions. The wind index will be 100 if the annual energy production corresponds to the long-term average value. The assessment of the annual energy production for a site using the wind index for the corresponding region allows for a validation of the energy output that can be expected in the long term.

(b) In addition, Kaiserwetter shall calculate the following key performance indicators (KPIs): full performance hours, utilization and rotor cycle specific production.

(c) Kaiserwetter shall analyze the output situation at the site relying on the 10-minute site-specific data. For this purpose, Kaiserwetter

(i) will analyze the performance curves for every wind turbine and month

(ii) will calculate the energy availability and

(iii) will calculate the main adjustment mechanisms per wind turbine (pitch curve, rotor speed curve).

(d) In addition, Kaiserwetter will analyze adjustment behavior and nacelle orientation for every wind turbine.

(e) Kaiserwetter will evaluate the meteorological conditions at the site in question.  These include wind speed distribution and wind direction distribution. Based on this information, the wind direction specific energy production will be calculated.

(f) Kaiserwetter will analyze all temperatures measured in the main components of every wind turbine.  Relying on 10-minute data, anomalies and irregular operational conditions will be identified. Above all, we will check if the site-specific data indicate a rise of the temperature level which could be due to a damaged component. The focus lies on the temperatures measured in the gear box, the generator, the main bearing and all electrical systems.

3.3.

If a client has ordered the service Potential Analysis, Kaiserwetter will perform the analyses indicated in items (a) to (d) in paragraph (2) above. However, the analyses described in items (e) and (f) will not be performed. 

Article 4: Reports – Scope of Services

4.1.

Kaiserwetter shall summarize the results of the analysis in a report. The content of the report will depend on the client's selection. Once completed, we will e-mail the report to the client in PDF format.

4.2.

Reports created by Kaiserwetter will include a maximum of four chapters:

Executive Summary:
The Executive Summary provides tables with a summary of all the results from different chapters and analyses.

HSI – Health Status Indicator:
The HSI indicates the "health status" of machines or every single wind turbine. The evaluations are presented in graphics following the traffic light principle.

Energy Production Insights:
In the Energy Production Insights chapter, Kaiserwetter will present the results of the energy production analysis. In addition, this chapter includes the results of the comparison between the annual forecast and the actual production as well as results from the evaluation with the IWET index for sites located in Germany. Lastly, we will present the results of the KPI calculation.

PERFORMANCE ANALYTICS:
In this chapter, we rely on performance curve analysis (power curve analytics) to show the performance of specific wind turbines or an entire wind park and to identify potential for optimization. In the "Potential Analysis" sub-chapter, we will provide information about the extent of the additional output potential for this asset that would maximize performance with long-term effect. In addition, based on 10-minute data, we will calculate the energy availability and monitor and analyze adjustments and nacelle orientation for every wind turbine.

Meteorological Asset Analysis
This chapter evaluates the site in question based on meteorological conditions.  These include wind speed distribution, wind direction distribution and the wind direction specific energy production.

Temperature Analytics
This part of the report analyzes all temperatures measured in the main components of every wind turbine. The focus lies on the temperatures measured in the gear box, the generator, the main bearing and all electrical systems.

Data Availability
This chapter evaluates the provided data for completeness and quality.  We believe that this data analysis is essential because it is the basis of all our analyses and assessments. The higher the data quality, the more reliable the analyses will be. 

4.3.

If clients order the "Due Diligence Report" or the "Status Report," their report will include the following chapters:

Executive Summary,
HSI – Health Status Indicator,
Energy Production Insights,
Performance Analytics,
Meteorological Asset Analysis,
Temperature Analytics,
Data Availability

4.4.

If clients order the "Potential Analysis," their report will include the following chapters:

Executive Summary,
HSI – Health Status Indicator,
Energy Production Insights,
Performance Analytics,
Data Availability

Article 5: Conclusion of the Contract

5.1.

The presentation and promotion of our services on our online platform is not a binding offer for the conclusion of a contract.

5.2.

By sending your order via the online platform IRIS by clicking the button "order and payment," you will be making a legally binding order. You will be bound to this order for a period of 2 weeks after making the order.

5.3.

We will confirm the receipt of the order made via our online platform IRIS via e-mail without delay. Such an e-mail is not yet a binding acceptance of your order unless it states, in addition to a confirmation of receipt, the confirmation of the order.

5.4.

A contract will not come into effect unless we have accepted your order via an order confirmation sent by e-mail. We will e-mail this order confirmation immediately after all data defined in Article 2, paragraph (6) of these GTC have been fully uploaded.

Article 6: Service Conditions and Pre-Payment

We will start with our analyses immediately after the contract has come into effect. Unless agreed otherwise, we will e-mail the report within 5 days. The 5-day period shall begin, save as provided in paragraph 2, with the payment of the indicated amount pursuant to Article 8 by bank transfer (if payment is made against invoice) or by debiting your credit card (if payment is made by credit card or Apple Pay),

 

Article 7: Rates

All rates indicated on our online platform IRIS are net rates that exclude statutory sales tax.

 

Article 8: Payment conditions, Offsetting and Right of Retention

8.1.

The following payment options are available:

credit card,

Apple Pay or

against invoice.

8.2.

For credit card payments, we will reserve the rate for our service at the time of order on your credit card ("authorization"). We will actually debit your credit card at the time we send the report to you. The same applies to payments via Apple Pay.

8.3.

For payments against invoice, the rate for our services shall be paid at the latest two (2) weeks after the client has received the invoice.

8.4.

If your payment is late, you shall pay default interests as determined by law in the amount of 9 percent above the basic rate of interest. In addition, we will be entitled to the payment of a flat fee of 40 euro. We reserve the right to claim additional damages.

8.5.

You are not entitled to offsetting our accounts receivable unless your counterclaims have been determined in court or are undisputed. You are entitled to offsetting our accounts receivable if you claim defects or have counterclaims resulting from this contract.

Article 9: Liability

9.1.

We are liable for damages or compensation for wasted expenses in all cases of contractual and extracontractual liability in the case of intentional damage or gross negligence as required by law.

9.2.

In all other cases, we are liable, unless stipulated otherwise in paragraph 3, only in the case of the violation of a contractual obligation whose fulfillment allows for the proper execution of the contract and on whose fulfillment the client can trust on a regular basis (a so-called cardinal obligation), limited to compensation for foreseeable and typical damage. In all other cases, there shall be no liability except as provided in paragraph 3.

9.3.

All above-mentioned liability restrictions or exclusions are without prejudice to liability resulting from damage to life, body or health and the German law on defective products.

Article 10: Copyright

We hold copyrights to all images, films, and texts published on our online platform IRIS. These images, films, and texts may not be used without our explicit approval.

 

Article 11: Data Protection

11.1.

We shall follow all laws and regulations regarding data protection, including without limitation those of the General Data Protection Regulation (GDPR) and the German Federal Law on Data Protection.

11.2.

We process our clients' personal data in the following cases:

a) For initiating contracts, executing contracts and completing service contracts.

b) Based on consent provided for the previously defined purposes. This consent can be revoked at any time. Any revocation shall not affect the lawfulness of the processing performed prior to your revocation and based on your consent.

c) To safeguard justified interests. This includes the use of personal data for determining a client's creditworthiness or risk of nonpayment, in consultation with specialized agencies (e.g. Schufa, CRIF Bürgel).

d) To comply with legal obligations.

11.3.

Data compiled in relation with this contract shall be deleted as determined by law.

11.4.

The client shall make sure that all personal data provided by him or her to Kaiserwetter are compiled and processed as determined by the relevant data protection regulations, including without limitation the GDPR and the German Federal Law on Data Protection. This includes, for example, the required consent by all involved parties and the fact that the use of data by Kaiserwetter for the fulfillment of the contract does not violate any data protection regulations or go beyond the extent of the provided consent. If necessary, the contractual parties shall sign a separate agreement regarding the processing of personal data pursuant to Article 28 of the GDPR which shall determine, among others, the technical and organizational measures to be taken by the service provider to ensure data safety as stipulated in Article 32 of the GDPR with binding effect.

11.5.

We are entitled to analyze data processed during the contractual relationship using an aggregated and anonymous approach and to use the results to improve our own services.

Article 12: Final Provisions

12.1.

The client's rights resulting from this contract with us may not partially or fully be assigned to a third party.

12.2.

This contract shall be subject to the laws of the German Federal Republic under exclusion of the provisions of the United Nations uniform sales law about the purchase of movable property (CSIG). For all claims resulting from the contract, the use of our online platform IRIS and these GTC, the place of jurisdiction shall be Hamburg. In addition, Kaiserwetter also has the right to start legal action at the client's general place of jurisdiction.

12.3.

No collateral agreements have been made orally. Any modifications and complements to this contract shall be made in writing. This shall also apply to the waiver of the written form.

12.4.

If individual or several stipulations of these GTC are or become invalid or violate the law, the validity of the remaining stipulations of these GTC shall remain unaffected. The parties shall replace any invalid stipulation by a stipulation that best reflects the commercial purpose of the invalid provision. The same shall apply to any contractual gaps.

12.5.

Kaiserwetter reserves the right to change these conditions of use and the related service descriptions and rates at any time and without giving reasons provided that it does not contravene the principles of good faith with negative effects for the client. We will inform the client about such changes in a timely manner, but at least four (4) weeks before they come into effect. This notification will be provided via our online platform IRIS and/or via e-mail. The changes in question shall be regarded as approved by the client if he or she does not object within four weeks of the written announcement of such changes. We will once again explicitly emphasize this point at the time of the notification.