Terms and Conditions

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 ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Country refers to: United Kingdom
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Arra Energy Ltd., 85d Brondesbury Park Villas NW6 6AG.
• Device means any device that can access the Services such as a computer, a cell phone or a digital tablet.
• Services refers to the Website, the Arra Marketplace, and the Arra Due-Diligence Services, and the Data Validation service.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between The User and the Company regarding the use of the Services.
• Third-party Social Media Services means any Services or content (including data, information, products or Services) provided by a third-party that may be displayed, included or made available by the Services.
• Website refers to Arra's website, accessible from www.arra.energy
• The User means the individual accessing or using the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Services and the agreement that operates between the User and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Services.

The User's access to and use of the Services is conditioned on the User's acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Services.

By accessing or using the Services the User agrees to be bound by these Terms and Conditions. If the User disagrees with any part of these Terms and Conditions then the User may not access the Services.

The User represents that the User is over the age of 18. The Company does not permit those under 18 to use the Services.

The User's access to and use of the Services is also conditioned on the User's acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes the Company's policies and procedures on the collection, use and disclosure of the User's personal information when the User uses the Services and tells the User about the User's privacy rights and how the law protects the User. Please read Our Privacy Policy carefully before using the Services.

Disclaimer of Warranties and Limitation of Liability

1. Information Provided on the Services

1.1 Informational Purpose Only

All project information, documentation, and data made available through the Services (including through data rooms, listings, or communications) is provided for informational purposes only.

The Company does not act as a financial advisor, broker, or agent for the User, and no information provided through the Services should be interpreted as investment advice or a recommendation to enter into any transaction.

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 No Guarantee of Accuracy

The Company makes no representation, warranty, or guarantee, whether express or implied, that any information on the Services (including but not limited to project details, boundaries, permits, performance data, or ownership information) is accurate, complete, or free from error or omission.

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.

2.2. Assumption of Risk

By using the Services, the User acknowledges and accepts that any reliance upon information provided by the Company or other Users is at their own risk, and that the Company shall not be held liable for any loss, damage, or claim arising from inaccuracies, omissions, or misrepresentations in such information.

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 Representations or Warranties

All services and information are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, including without limitation warranties of accuracy, fitness for a particular purpose, or non-infringement.

4. "As Is" and "As Available" Disclaimer

4.1 No Representations or Warranties

The Services provided to the User, and any information provided thereto, is provided on an "As Is" and "As Available" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and Services providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet the User's requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

5. Reliance and Indemnity

5.1. No Reliance Representation

Users agree that they have 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.

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

6.1. Nature of 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

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and the User's use of the Services. The User's use of the Services may also be subject to other local, state, national, or international laws.

8. Disputes 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 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company's sole discretion.

By continuing to access or use Our Services after those revisions become effective, The User agrees to be bound by the revised terms. If the User does not agree to the new terms, in whole or in part, please stop using the website and the Services.

Non-Circumvention and Commission Protection

12. Non-Circumvention

12.1. No Off-Platform Dealings

The User agrees that any introduction, connection, or communication with another User made through the Services (“Introduced Party”) is provided solely for the purpose of completing a transaction through the Company.

The User must not, directly or indirectly, enter into or seek to enter into any agreement, transaction, or other commercial arrangement with an Introduced Party outside the Services for any project, asset, or service of a substantially similar nature to those listed or discussed through the Services.

12.2. Restriction Period

This restriction applies for a period of twenty-four (24) months from the date of first introduction, contact, or communication with the Introduced Party through the Company.

12.3. Indirect Dealings

This restriction includes dealings through affiliates, subsidiaries, holding companies, agents, or any entity or person acting on behalf of the User or an Introduced Party.

13. Commission Protection

13.1. Right to Commission

The Company is entitled to its applicable commission, success fee, or service fee (“Commission”) on any transaction, investment, partnership, or other commercial arrangement between Users that arises, directly or indirectly, from an introduction made through the Services, regardless of whether such transaction is concluded within or outside the Services.

13.2. Obligation to Report

Users must promptly notify the Company in writing upon entering negotiations or concluding any transaction with another User introduced through the The Services.

Failure to report such dealings will be considered a material breach of these Terms.

13.3. Calculation of Commission

The applicable Commission shall be calculated in accordance with the Company's then-current fee schedule or as otherwise agreed in writing prior to or during the introduction process.

14. Remedies and Enforcement

14.1. Liquidated Damages

In the event of a breach of these Non-Circumvention and Commission Protection provisions, the breaching User shall pay to the Company liquidated damages equal to the Commission or fee that the Company would have earned had the transaction been conducted through the Services.

Such damages are a genuine pre-estimate of loss and not a penalty.

14.2. Suspension or Termination

The Company reserves the right to suspend or terminate the account of any User found to be engaging in off-platform transactions or other acts of circumvention.

14.3. Audit Rights

The Company may request reasonable evidence or confirmation from Users regarding introductions, negotiations, or transactions that may fall under these Non-Circumvention and Commission Protection provisions.

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 have any questions about these Terms and Conditions, The User can contact us:

• By email: hello@arra.energy