Terms and Conditions
Last updated: 7 August 2026
Please read these terms and conditions carefully before using Our Services.
Interpretation and Definitions
Interpretation
The words whose initial letters are capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
• Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means the acquisition of day-to-day control of the affairs of the body corporate, typically through ownership of 50% or more of the voting shares.
• Authorised Representative means a broker, corporate-finance adviser, lawyer, consultant or other professional representative acting for a disclosed User, Seller, Buyer or project owner under valid written authority or mandate.
• Business Day means a day other than a Saturday, Sunday or public holiday in England on which banks in London are generally open for business.
• Buyer means a body corporate or partnership considering, negotiating or entering into the acquisition side of a potential Qualifying Transaction, including any Affiliate, fund, acquisition vehicle or nominee through which it pursues or completes that transaction.
• Completion means completion of a Qualifying Transaction, when the relevant shares or partnership interests are transferred and the Buyer obtains the relevant ownership or control. "Complete" and "Completed" shall be interpreted accordingly.
• Company (referred to as "the Company", "We", "Us" or "Our") means Arra Energy Ltd., 37, 400 Essex Road, N1 3GH
• Fee means the seller-side service fee payable under Section 13, as varied only by a separate written fee arrangement agreed between the Company and the Seller.
• Introduced Party means a Buyer whose identity is disclosed through an Introduction in relation to a Listed Project.
• Introduction means the Company, in connection with a Listed Project and a potential Qualifying Transaction: (a) disclosing the identity or contact details of a prospective Buyer to the Seller or its Authorised Representative; (b) providing information that reasonably enables the prospective Buyer to be identified; or (c) arranging or facilitating initial direct or indirect contact between the Seller and the prospective Buyer. An anonymised profile or teaser that does not reasonably identify the prospective Buyer does not, by itself, constitute an Introduction.
• Introduction Date means the date on which an Introduction first occurs.
• Listed Project means a renewable-energy project or portfolio submitted, listed, marketed or discussed through the Services in connection with a proposed Qualifying Transaction.
• Protected Transaction means a Qualifying Transaction relating to a Listed Project between the Seller, or an Affiliate or project company through which the Seller owns or disposes of that Listed Project, and an Introduced Party, where Completion occurs during the Protection Period or under a binding agreement entered into during that period.
• Protection Period means the period of twenty-four (24) months beginning on the Introduction Date.
• Qualifying Transaction means a transaction for the acquisition or disposal of:
(a) shares in a body corporate (other than an open-ended investment company); or
(b) partnership interests,
where the acquisition or disposal is, or is to be, between parties each of whom is a body corporate, a partnership, a single individual or a group of connected individuals, and:
(i) the object of the transaction may reasonably be regarded as being the acquisition of day-to-day control of the affairs of the body corporate or partnership; or
(ii) the transaction involves at least 50% of the voting shares in the body corporate or partnership.
For the avoidance of doubt, "Qualifying Transaction" excludes:
(i) Asset purchase agreements (APAs) or business transfers not involving share acquisitions;
(ii) Acquisitions of minority stakes (<50% voting rights) where day-to-day control is not acquired; and
(iii) Transactions in securities that are not shares in a body corporate or partnership interests.
• Seller means the body corporate or partnership identified to the Company as the owner, vendor or fee-paying principal in relation to a Listed Project. An Authorised Representative does not become the Seller solely by acting in that representative capacity.
• Services means Arra's website and marketplace, including the Arra Due-Diligence Services, the Data Validation service, and any third-party data, reports or technical assessments made available through them.
• Terms means these Terms and Conditions, subject to any separate written agreement that expressly prevails under Section 13.6.
• Transaction Value means the total consideration paid or payable in connection with the Qualifying Transaction, whether to the Seller, an Affiliate or its owners. It includes deferred, contingent and non-cash consideration and any amount paid for shareholder or vendor loans. It excludes value added tax (VAT), new capital invested into the target and third-party project finance that is not paid to the Seller or its owners.
• User means the company or partnership on behalf of which an individual is accessing the Services for commercial purposes. The Services are not intended for, and must not be used by, retail consumers or natural persons acting in a personal capacity.
Acknowledgment
These Terms and Conditions govern access to and use of the Services and set out the rights and obligations of Users and the Company.
By accessing or using the Services, the User agrees to be bound by these Terms. If the User disagrees with any part of these Terms, the User may not access or use the Services.
Where a User submits, authorises or publishes a Listed Project after these Terms and the fee table in Section 13 are presented, the individual acting for that User confirms acceptance on behalf of the Seller. An Authorised Representative must not publish a Listed Project unless the Seller has accepted these Terms directly or the Authorised Representative has authority to accept them on the Seller's behalf.
The individual accessing or accepting these Terms represents that they are at least 18 years old and are authorised to bind the User or Seller on whose behalf they act. The Company may request reasonable evidence of that authority.
The User's access to and use of the Services is also conditioned on acceptance of and compliance with the Privacy Policy of the Company. Please read the Privacy Policy carefully before using the Services.
The Services are provided exclusively for facilitating Qualifying Transactions between corporate entities and partnerships. By listing a Listed Project or participating in an Introduction, the User confirms that the proposed transaction is intended to be a Qualifying Transaction. The User must not use the Services for an asset sale, a passive or non-controlling minority investment, a debt financing or any other non-Qualifying Transaction, and must notify the Company promptly if the proposed structure changes so that it may no longer qualify.
Arra is a commercial platform for business-control transactions in the renewable-energy sector, not an investment or financial services provider. The Company does not provide investment advice, does not recommend transactions, does not negotiate on behalf of Users and does not execute transactions. Users remain responsible for their own decisions, negotiations, professional advice and execution.
General Terms
1. Information Provided on the Services
1.1. Informational Purpose Only
All project information and data made available through the Services are provided solely to facilitate commercial acquisitions of bodies corporate. The Company does not act as a financial advisor or broker of securities.
1.2. Source of Information
Project information and documentation are supplied by project developers, owners, or their representatives. While the Company may undertake certain validation or review processes, such validation is limited to confirming that information is presented in a consistent and reasonable format, and does not constitute an independent verification or audit of accuracy, completeness, title, or legal standing.
1.3. Third-Party Assessment Reports
By listing a Listed Project on the Services, the Seller grants the Company permission to share high-level project details — including approximate location, technology type, and capacity — with authorised third-party partners of the Company for the purpose of preparing due diligence reports and assessments. Such partners will process this data solely for this purpose in accordance with a data processing agreement with the Company. Any resulting reports will be made available for purchase to investors only upon execution of a non-disclosure agreement (NDA) between the investor and the Seller. These reports are purely illustrative technical simulations; they do not constitute investment advice, financial promotions, or a guarantee of final grid connection approval by network operators.
2. User Responsibility
2.1. Independent Verification
The User is solely responsible for conducting their own due diligence, technical assessment, and legal review before relying on or acting upon any information obtained through the Services.
3. Limitation of Liability
3.1. Exclusion of Liability
To the fullest extent permitted by law, Arra and its affiliates, directors, employees, and agents disclaim all liability for any direct, indirect, incidental, consequential, or special losses, damages, or expenses arising out of or in connection with:
- (a) the use of, or inability to use, the Services;
- (b) any reliance on project information, validation summaries, or other data provided through the Services; or
- (c) any transaction or relationship between Users introduced via the Services.
3.2. No Holding of User Money or Assets
The Company does not hold, manage, receive, safeguard, or act as custodian, escrow agent, payment processor, or intermediary for any client money, funds, investments, securities, or other property in connection with the Services. All financial arrangements, payments, transfers and settlements are conducted directly between Users, and the Company has no liability for their safekeeping, transfer, settlement, misappropriation, delay, non-receipt, or any resulting dispute, claim or loss.
4. Disclaimer of Warranties
The Services, and all information made available through them (including project details, boundaries, permits, performance data and ownership information), are provided on an "as is" and "as available" basis, without warranty of any kind, whether express, implied or statutory. To the fullest extent permitted by law, the Company disclaims all warranties, including any implied warranties of accuracy, completeness, merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing, course of performance or usage of trade. The Company makes no representation that the Services will be uninterrupted, error-free, secure or free of viruses or other harmful components, or that they will meet the User's requirements or achieve any particular result.
5. User Risk, Reliance and Indemnity
5.1. Assumption of Risk and Non-Reliance
By using the Services, the User acknowledges that any reliance on information provided by the Company or other Users is at their own risk, and agrees that it has not relied on any statement, representation or warranty made by the Company in entering into or conducting any transaction, except as expressly stated in these Terms. The Company shall not be liable for any loss, damage or claim arising from inaccuracies, omissions or misrepresentations in such information.
5.2. Indemnity
The User agrees to indemnify and hold harmless the Company from any claim, loss, or liability arising out of their reliance on project information, data, or representations provided by other Users.
6. Purpose of Data Validation
The Company’s data validation process is intended to enhance transparency and consistency of project data but does not substitute for independent verification or legal due diligence.
Without limiting the above, validation confirms that information appears reasonable based on available documentation, but the Company does not warrant the accuracy or completeness of such data.
7. Governing Law
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms.
8. Dispute Resolution
If the User has any concern or dispute about the Services, The User agrees to make its best efforts to first try to resolve the dispute informally by contacting the Company.
9. Severability and Waiver
9.1. Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9.2. Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
10. Translation Interpretation
These Terms and Conditions may have been translated if the Company has made them available to the User on our Services. The User agrees that the original English text shall prevail in the case of a dispute.
11. Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, the Company will make reasonable efforts to provide at least 15 days' notice before the revised Terms take effect.
Continued use of the Platform after such notice shall constitute acceptance of the new Terms.
Introductions and Fee Protection
12. Introductions and Protected Transactions
12.1. Making an Introduction
The Company may make an Introduction through the Services, by email, during a call or meeting, or through an Authorised Representative. Any project or counterparty information relayed by the Company is supplied by Users or third parties and is not evaluated, recommended or endorsed by the Company.
12.2. Direct and Off-Platform Communications
Following an Introduction, Users may communicate directly, exchange contact details and documents, enter into confidentiality agreements, use external data rooms, involve professional advisers, conduct due diligence, negotiate and Complete a Qualifying Transaction outside the Services. Use of email, external data rooms, advisers or any other external channel does not affect the Company's status as introducer or any Fee payable under these Terms.
12.3. Protection Period
The Fee protection for each Introduction applies during the Protection Period. A binding agreement for a Qualifying Transaction entered into during the Protection Period remains a Protected Transaction if Completion occurs after the Protection Period. Suspension, termination or closure of an account does not affect an Introduction made, or a Protection Period that began, before that event.
12.4. Pre-Existing Active Engagement
A Seller may exclude a Buyer from an Introduction by notifying the Company in writing within ten (10) calendar days of the Buyer’s identity being disclosed and providing reasonable contemporaneous evidence that, at the Introduction Date, the Seller and Buyer were already in substantive, bilateral discussions concerning the same Listed Project.
An engagement is not active if the Buyer had declined to proceed or there had been no substantive bilateral communication in the preceding ninety (90) days, unless a specific next step remained outstanding. Unanswered outreach, prior circulation of project information, general awareness or historic relationships are insufficient.
If no valid claim is made within the ten-day period, the Buyer remains an Introduced Party.
12.5. Brokers and Professional Advisers
An Authorised Representative may use the Services for a disclosed principal where it has valid authority or a valid mandate. The Company may request reasonable evidence of that authority and may require the relevant principal to accept these Terms directly before making an identifiable Introduction.
An Authorised Representative is not personally liable for a Fee solely because it uses the Services in that representative capacity, unless it expressly agrees in writing to be the fee payer. An Introduction made to or through an Authorised Representative is treated as an Introduction to the principal for whom it acts. A representative's general familiarity or historic relationship with a prospective Buyer does not establish a pre-existing active engagement unless the representative was already acting for the same Seller in substantive discussions concerning the same Listed Project and a potential Qualifying Transaction.
12.6. Anti-Avoidance
A User must not deliberately conceal, route, divide, delay or restructure a Qualifying Transaction with the principal purpose of avoiding or reducing a Fee that would otherwise be payable under these Terms. A Qualifying Transaction completed through an Affiliate, project company, fund, acquisition vehicle or nominee remains subject to the Fee where it is otherwise a Protected Transaction. Connected steps forming one commercial arrangement will be considered according to their substance.
12.7. Platform Communications and Monitoring
The Company may monitor, review, moderate, delay or block communications transmitted through the Services where reasonably necessary to ensure compliance with these Terms, prevent fraud or misuse, or maintain the integrity and proper functioning of the platform. By using the Services, the User acknowledges that platform communications may be reviewed or moderated for those purposes.
13. Fees
13.1. Seller Fee
On Completion of a Protected Transaction, the Seller must pay the Company the applicable Fee. The Fee applies whether the Qualifying Transaction is progressed or Completed within or outside the Services and regardless of whether the Company participates after the Introduction. The Fee is a primary contractual payment obligation. The Seller remains responsible if the Protected Transaction is Completed by an Affiliate or project company through which it owns or disposes of the Listed Project.
The Fee is remuneration for access to and use of the Company's marketplace and introduction services. It is not payment for investment advice, a recommendation, negotiation or execution services.
13.2. Standard Seller Fee
The standard Fee is calculated as follows:
Fee (% of Transaction Value) - Project capacity in megawatts (MW)
- Up to and including 50 MW - 1.50%
- Greater than 50 MW and up to and including 150 MW - 1.25%
- Greater than 150 MW - 1.00%
The applicable percentage applies to the entire Transaction Value and is not applied as a marginal band.
13.3. Transaction Value
The Fee is calculated on Transaction Value. If a Qualifying Transaction includes both Listed Projects and other projects, the Fee applies only to the portion of Transaction Value reasonably attributable to the Listed Projects.
13.4. Payment Timing
If the Transaction Value is paid in full at Completion, the Fee is payable within five (5) Business Days after Completion. If the Transaction Value is paid in installments or otherwise over time, the corresponding proportion of the Fee is payable within five (5) Business Days after each payment is received by the Seller or its owners. VAT is payable in addition to the Fee where applicable.
13.5. Buyer-Side Fees
In certain cases, a Buyer may be required to pay fees or other remuneration to the Company in accordance with a separate buyer fee agreement or written fee confirmation entered into between the Buyer and the Company, if any. Unless the Company expressly agrees otherwise in writing, a buyer-side fee does not reduce, replace or discharge the Fee payable by the Seller. Where the Company agrees a split-fee arrangement, only the allocation expressly recorded in writing will apply. The Company may receive separately agreed remuneration from more than one party to a Qualifying Transaction where this has been disclosed to the relevant parties.
13.6. Existing and Separate Agreements
Where the Company and a User have entered into a separate written fee, mandate, facilitation or other commercial agreement, that agreement will prevail over these Terms to the extent of any inconsistency for the projects, Introductions, fees and period that it expressly covers. These amended Sections 12 to 14 do not retrospectively alter rights or obligations relating to an Introduction made before the relevant User accepted this version of the Terms, unless the parties expressly agree otherwise in writing.
14. Reporting, Evidence and Enforcement
14.1. Transaction Reporting
The Seller must notify the Company in writing within five (5) Business Days after:
- entering into definitive and binding transaction documents with an Introduced Party;
- Completion of a Protected Transaction; and
- receiving or becoming unconditionally entitled to any deferred, contingent, milestone-based or earn-out consideration.
The notice must include information reasonably sufficient to identify the parties, the Listed Project, its capacity in MW, the Completion date and the Transaction Value.
14.2. Reasonable Evidence
The Company may request reasonable evidence necessary to verify whether a Protected Transaction has Completed and to calculate the Fee. The Seller may satisfy that request by providing relevant redacted extracts from transaction documents or a written certificate from a director, chief financial officer or external accountant confirming the relevant facts and amounts. The Company will use such information only for administering and enforcing its rights under these Terms and may disclose it to professional advisers subject to confidentiality obligations.
14.3. Debt, Interest and Recovery Costs
An unpaid Fee may be recovered by the Company as a debt. Interest will accrue on overdue amounts from the due date until payment at four per cent (4%) per annum above the Bank of England base rate, calculated daily. The Seller must also reimburse the Company for reasonable external costs incurred in recovering an overdue Fee, to the extent permitted by law.
14.4. Suspension or Termination
The Company may suspend further Introductions or suspend or terminate a User's account where the User materially breaches Sections 12 to 14, fails to pay an undisputed Fee when due, or attempts to use the Services for an asset sale, a passive or non-controlling minority investment, a debt financing or another transaction outside the intended scope of the platform. Suspension or termination does not affect any accrued Fee, existing Protection Period or other right that arose before suspension or termination.
14.5. Survival
Sections 12 to 14 survive termination or expiry of the User's access to the Services in relation to Introductions made before termination or expiry.
15. Links to Other Websites
Our Services may contain links to third-party web sites or Services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or Services. The User further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or Services available on or through any such web sites or Services.
We strongly advise the User to read the terms and conditions and privacy policies of any third-party web sites or Services that The User visits.
Contact Us
If the User has any questions about these Terms and Conditions, the User can contact us:
By email: hello@arra.energy