This is a convenience translation. The French version (solmeria.co/fr/legal/cgu) is the only legally binding version and prevails in case of any discrepancy.
Common framework applicable to all Solmeria products. Each product is activated by Particular Conditions signed separately. These General Conditions set out the common framework applicable to all products.
Parties: Ferme Solaire SAS (Solmeria), RCS Aix-en-Provence 908 615 115. The Partner: the company in whose name access to the Platform is requested. Public document, available online at solmeria.co/legal/cgu.
Publisher and acceptance
These General Conditions are issued by Ferme Solaire SAS, a simplified joint stock company with a share capital of 1 000 €, registered with the RCS of Aix-en-Provence under number 908 615 115, whose registered office is located at 25 avenue Sainte-Victoire, 13100 Aix-en-Provence, represented by its Chief Executive Officer, operating the brand "Solmeria", hereinafter "Ferme Solaire" or "Solmeria".
They are accepted by the Partner, namely the company in whose name and on whose behalf access to the Platform is requested, as identified at the time of the access request and represented by each user acting on its behalf, hereinafter the "Partner", hereinafter together with Solmeria the "Parties".
Acceptance. The request for access to the Platform does not in itself entail any contractual commitment. These General Conditions are accepted electronically at the time the password is created, by each user (whether the originator of the access request or invited by the Partner), by means of a dedicated checkbox. The date and time of acceptance, as well as the accepted version, are recorded and retained (cg_accepted_at, cg_version) as evidence of acceptance of these conditions.
Preamble
Ferme Solaire, under the Solmeria brand, operates a platform bringing together several products, services and offerings intended for participants in the renewable energy market (in particular: project marketplace, land origination, storage origination, consumption origination, matching on connection points, services and advisory, and any subsequent product).
These General Conditions set out the stipulations common to all of these products (confidentiality, non-circumvention, personal data, general financial conditions, intellectual property, liability, applicable law, modification). They do not by themselves grant full access to any paid product: access to a product is activated exclusively by signing the corresponding Particular Conditions, which specify its purpose and commercial terms.
Article 1 · Definitions
The terms below have, in these General Conditions and in all Particular Conditions, the following meaning:
Platform: the entire digital infrastructure operated by Ferme Solaire, under the Solmeria brand, through which the Partner accesses its account and, depending on its level of access, the content and Products.
Partner: the company in whose name and on whose behalf access to the Platform is requested and used, as identified at the time of the access request. The Partner acts through its Users.
User: any natural person who accesses the Platform by means of an account, acting in the name and on behalf of the Partner. Each User accepts these General Conditions when creating their password and binds the Partner for acts performed from their account.
Administrator: the User designated as the Partner's referent, empowered in particular to invite other Users and, where the Partner holds the corresponding Particular Conditions, to validate the publication of a listing.
Product: any product, service or offering proposed by Solmeria, activated by the corresponding Particular Conditions.
Particular Conditions: an agreement specific to a Product, concluded under these General Conditions, which activates that Product and sets out its purpose, obligations and commercial terms.
Derogatory Conditions: bespoke stipulations agreed between the Parties for a given Partner and Product, derogating from designated stipulations of the Particular Conditions.
Introduction (MER): the putting in contact, at a User's request, with a counterparty in connection with an Opportunity.
Disclosing Party / Receiving Party: the Party that communicates information to the other; the Receiving Party is the one that receives it.
Confidential Information: any non-public information communicated by one Party to the other, in any form or on any medium whatsoever, whether or not designated as confidential, including data and files relating to opportunities, site or project location coordinates, the contact details and identities of counterparties or third parties, criteria, budgets and strategies, as well as the methodology, tools, analyses and network of each Party.
Opportunity: any project, asset, land, prospect, connection point, contact or other element presented by one Party to the other in connection with a Product.
EUR: euro, the reference currency for all financial obligations, unless otherwise stipulated in the Particular Conditions.
Article 2 · Contractual architecture
2.1 · Activation of Products. These General Conditions do not grant full access to a paid Product. Signing Particular Conditions activates the corresponding Product and sets out its terms.
2.2 · Order of precedence. In the event of conflict, the order of precedence is as follows, from highest to lowest: (1) Derogatory Conditions; (2) Particular Conditions; (3) annexes designated by the Particular Conditions; (4) these General Conditions. At an equal level, the most recent document prevails. Stipulations not in conflict remain fully applicable.
2.3 · Independence of the Particular Conditions. Each set of Particular Conditions is autonomous. The termination of Particular Conditions affects neither these General Conditions nor the other Particular Conditions in force. New Particular Conditions may be added at any time without modifying these General Conditions.
Article 3 · Access to the Platform
3.1 · Account and framework. Access to the Platform is opened to the Partner after validation of its access request by Solmeria and acceptance of these General Conditions by the User when creating their password. It includes the framework features and content, independent of any Product: management of the company profile and its Users, navigation within the Platform's architecture, and consultation of the content that Solmeria makes available without signing Particular Conditions (in particular data, studies, statistics and articles). Users invited by the Administrator of an already validated Partner accept these General Conditions when creating their password and inherit the Partner's access rights, without a new validation of the access request.
3.2 · Consulting the Marketplace. By default, without signing Particular Conditions, the Partner has consultation access to the Marketplace: browsing sale offers, opening the detailed files of opportunities, requesting an introduction (MER), adding to favourites and tracking its requests. At this level, the Partner cannot offer a project for sale. Any introduction takes place under the confidentiality regime of Article 4, recalled upon opening each file.
3.3 · Listing for sale on the Marketplace. Listing a project for sale on the Marketplace requires the Partner to have previously signed the Marketplace Particular Conditions (sale mandate). As long as these Particular Conditions are not active, the listing-for-sale action leads to a mandate request. Once these Particular Conditions are active, any User of the Partner may create or edit a draft listing, but only the Administrator may validate publication, a step that binds the Partner and triggers the commission under the terms of the Marketplace Particular Conditions.
3.4 · Access to other Products. Access to the offers and content of other Products (in particular PV ground land origination, BESS origination, C&I origination) requires the signing of the Particular Conditions for that Product. Failing this, the User sees the presentation files of the Products available in their country but cannot open the actual file of an opportunity. A sample file, whose data is fictitious, may be displayed for illustrative purposes, together with an option to request access.
3.5 · Good faith. The Partner uses the Platform in accordance with its intended purpose, in good faith, and refrains from any improper use.
Article 4 · Mutual confidentiality and non-circumvention
4.1 · Purpose. This article organises the protection of the Confidential Information exchanged between the Parties, in both directions, and enables them to share in confidence the information necessary for their collaboration, including specifications and the location coordinates of sites/projects, by way of illustration and without limitation. It applies from the acceptance of these General Conditions and to any subsequent exchange, without the need for a separate confidentiality agreement. In particular, any introduction (MER) requested via the Platform takes place under the confidentiality regime of this article, which applies from the introduction in connection with the relevant opportunity.
4.2 · General undertaking. The Receiving Party undertakes to: (i) keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; (ii) not disclose the name of the other Party, the existence and content of their exchanges or their relationship, from the first contact; (iii) limit access to persons (officers, employees, advisers, service providers) with a strict need to know, previously bound by confidentiality at least equivalent, for whom it is responsible; (iv) protect this information with at least the care of a diligent operator; (v) use it solely for the purposes of the relevant collaboration.
4.3 · Authorised anonymised use. By way of exception and in order to provide a service to the Partner, where a Party communicates the location coordinates of its sites or projects so that Solmeria may identify nearby opportunities (land, projects, connection capacity, storage solutions), the Partner authorises Solmeria to use this information in a strictly anonymised form, provided that: (i) Solmeria does not reveal to any third party the identity of the Partner or the precise coordinates of its sites; (ii) only anonymised information, aggregated where applicable, is communicated to third parties; (iii) any lifting of anonymity requires the prior written consent of the Partner, which may be formalised by any writing, including an email describing the opportunity and the third party concerned.
4.4 · Non-solicitation and non-circumvention. Each Party undertakes, during the term of the collaboration and for twenty-four (24) months following the last communication of any Confidential Information, not to circumvent the other Party by soliciting, directly or indirectly, outside the agreed framework, the landowners, project developers, counterparties or partners identified thanks to the Confidential Information received, except with the prior written consent of the Disclosing Party. This stipulation does not prevent the authorised anonymised use under Article 4.3.
4.5 · Ownership and trade secret. Each Party retains exclusive ownership of the Confidential Information it communicates and of the attached intellectual property rights. In particular, the Partner retains ownership of its site coordinates and project data, and Solmeria retains ownership of its files, analyses, leads and methodologies. The communication does not entail any licence or transfer of right. Any breach may be pursued in particular on the basis of trade secret protection (Articles L. 151-1 et seq. of the French Commercial Code).
4.6 · Exceptions. The obligations do not apply to information that the Receiving Party demonstrates, by contemporaneous written evidence, was public, already lawfully known to it without any confidentiality undertaking, communicated by a third party in good faith free to disclose it, or independently developed. Legally required disclosure is permitted, provided the Disclosing Party is informed in advance (to the extent permitted) and disclosure is limited to the strict minimum.
4.7 · Return or destruction. At the written request of the Disclosing Party, or in the absence of continued exchanges, the Receiving Party returns or destroys the Confidential Information within fifteen (15) calendar days and confirms this by a written certificate signed by an authorised representative, with the exception of copies required by a legal, regulatory or accounting obligation, which remain subject to this article.
4.8 · Extension to third parties introduced. Where an exchange leads to the introduction of a Party with a third party, the Party initiating the introduction first has that third party subscribe to confidentiality undertakings at least equivalent.
4.9 · Remedies. Any breach of this article may cause harm that is difficult to repair. The aggrieved Party may seek, by summary proceedings, any precautionary or cessation measure, without having to prove harm, without posting any security, and without first having to exhaust the amicable resolution phase, without prejudice to compensation for its actual harm and any other remedy.
4.10 · Security incident notification. Each Party notifies the other without delay of any unauthorised access, disclosure, loss or security incident affecting the Confidential Information received, describes its nature and extent, and cooperates in good faith to limit its effects and, where applicable, to comply with the applicable legal obligations.
4.11 · Articulation with the Particular Conditions. The non-solicitation and non-circumvention obligations of this article protect the Confidential Information shared between the Parties. They are cumulative with the commercial non-circumvention obligation of Article 5 and with the commercial anti-circumvention stipulations specific to each Product, without replacing them, the latter protecting Solmeria's remuneration in respect of a determined contribution.
4.12 · Duration. The confidentiality obligations apply during the term of the contractual relationships and survive their end for: (i) five (5) years for general Confidential Information, from the last communication of each item; (ii) for personal data relating to landowners, counterparties or project contacts, for the longer of five (5) years and the duration of the relevant project, as long as such data has not been lawfully destroyed. The non-solicitation and non-circumvention obligations of Article 4.4 survive for the duration provided therein. Any longer duration provided by Particular Conditions prevails for what it covers.
Article 5 · Commercial non-circumvention
5.1 · Principle. Where a User becomes aware of an opportunity via the Platform, in particular by opening a detailed file or obtaining an introduction, the Partner undertakes not to deal with that opportunity, directly or indirectly, by itself or through an intermediary, outside the Platform, for the purpose or with the effect of circumventing Solmeria's intermediation and the remuneration due to it.
5.2 · Duration. This prohibition applies during the period of access to the Platform and for twenty-four (24) months following the last introduction or the last consultation of the relevant opportunity.
5.3 · Effect. Any transaction concluded in breach of this article renders the Partner liable to Solmeria for a sum at least equal to the remuneration Solmeria would have received if the transaction had been handled via the Platform, without prejudice to the stipulations specific to the applicable Particular Conditions, in particular any penalty clause, and any other remedy.
5.4 · Articulation. This article protects Solmeria's remuneration and intermediation in respect of a determined contribution. It is cumulative, without replacing them, with the confidentiality and non-solicitation obligations of Article 4, which protect the Parties' Confidential Information.
Article 6 · Personal data
6.1 · Compliance. Each Party processes personal data in accordance with the GDPR (Regulation (EU) 2016/679) and applicable legislation. The details of the processing operations are set out in the Privacy Policy, available online from the Privacy section of the site.
6.2 · Account data and evidence of acceptance. Solmeria processes the data necessary for the creation and management of accounts (identity and professional contact details of Users, the linked Partner), as well as the records of acceptance of these General Conditions: date and time of acceptance and accepted version (cg_accepted_at, cg_version). The legal basis for this processing is the performance of the contract (Article 6.1.b of the GDPR). The acceptance records are retained for the duration of the account plus the applicable contractual limitation period (five years in France); they are not erased upon the purge of sessions and navigation logs and are only erased upon the definitive deletion of the account.
6.3 · Professional contact data. The Parties acknowledge that Solmeria's activity involves the communication of professional contact data. Solmeria acts as data controller for the data it collects and communicates in connection with its Products; the Partner, as recipient of this data, becomes an independent data controller for its own purposes and ensures lawful processing of it. Each Party acts as a separate data controller for the data of its own representatives and staff.
6.4 · Specific processing. Any processing specific to a Product, in particular relating to data of natural persons (landowners, project developers), is governed by the stipulations specific to that Product. The Receiving Party processes such data only for the intended purposes, implements appropriate security measures, and holds the other Party harmless from any claim resulting from a breach attributable to it.
6.5 · Transfers outside the EEA. Where a Party is located outside the European Economic Area, transfers of personal data are governed by the appropriate mechanisms of Chapter V of the GDPR, in particular the standard contractual clauses. The Partner concludes any additional instrument reasonably required by Solmeria for the purpose of a lawful transfer.
Article 7 · General financial conditions
7.1 · Scope. This article sets out the default financial conditions applicable where a Product gives rise to payment, unless otherwise stipulated in the Particular Conditions.
7.2 · Currency. All amounts are denominated in EUR. Transactions in another currency are converted at the reference rate of the European Central Bank on the date of the relevant payment or triggering event.
7.3 · Late payment. Any sum due and unpaid bears interest by operation of law, without prior formal notice, at the statutory interest rate increased by three (3) percentage points, in addition to the fixed recovery indemnity of forty euros (40 €) per invoice, in accordance with the law applicable to relations between professionals.
7.4 · Taxes. Amounts are exclusive of applicable taxes. Each Party bears its own tax obligations and provides, upon request, the required tax documentation.
Article 8 · Intellectual property
Solmeria retains exclusive ownership of all rights relating to the Platform, its methodology, its tools, its files and its presentations. These General Conditions grant the Partner no licence beyond the strict use of the relevant Product. The Partner undertakes not to copy, disassemble, distribute or exploit any element of the Platform beyond what is expressly authorised.
Article 9 · Liability
9.1 · Capacity and best-efforts obligation. Solmeria provides its Products as an independent service provider, bound by a best-efforts obligation. Depending on the Product, it may act as an intermediary, business introducer, service provider or adviser; the exact nature of its involvement and its remuneration model are defined by the Particular Conditions. Unless expressly stipulated in the Particular Conditions, it is neither an agent nor a representative of the Partner or of any third party.
9.2 · No warranty. Solmeria warrants in particular neither the accuracy or completeness of the information communicated by the Parties or by third parties, nor the completion or terms of a transaction, nor the solvency or intentions of the persons introduced, nor the obtaining of authorisations, nor the regulatory eligibility of a project. The Partner conducts its own due diligence and remains solely responsible for its decisions.
9.3 · Exclusions. Solmeria is not liable for indirect or intangible damages, in particular loss of opportunity, loss of profit or commercial harm.
9.4 · Cap. Solmeria's total liability in respect of a Product, all causes combined, is capped at the higher of the following two amounts: (i) the total of the sums exchanged between the Parties in respect of that Product during the twelve (12) months preceding the triggering event; or (ii) ten thousand euros (10 000 €).
9.5 · Legal floor. No stipulation of this article limits the liability of a Party in the event of fraud, gross negligence, wilful misconduct or bodily injury.
Article 10 · Term and termination
10.1 · Term. These General Conditions apply from their acceptance and for as long as the Partner has an account open on the Platform, independently of the existence of active Particular Conditions. They end with the closure of the account, without prejudice to the Particular Conditions in progress, which remain governed by their own stipulations, and to the surviving stipulations.
10.2 · Termination. The Partner may request the closure of its account and those of its Users at any time. Solmeria may close access in the absence of active Particular Conditions subject to a written notice of thirty (30) days, and with immediate effect in the event of a serious breach not remedied within fifteen (15) business days of a formal notice. Failure to pay, the unauthorised extraction of Confidential Information and circumvention within the meaning of Article 5 constitute serious breaches. The termination of the Particular Conditions follows the conditions they set out.
10.3 · Surviving stipulations. Articles 4, 5, 6, 7, 8, 9 and 12, as well as any payment obligation in progress, survive the closure of the account, each for its own duration.
Article 11 · Modification
11.1 · Modification of the General Conditions. Solmeria may amend these General Conditions. The applicable version is published online, dated and numbered. Any substantial change (purpose, confidentiality, non-circumvention, liability, personal data, intellectual property, applicable law and language) is notified electronically or via the Platform, together with a notice of thirty (30) days.
11.2 · Unilateral revision of general operational provisions. Solmeria may unilaterally revise provisions of a general and operational nature (in particular the rules and arrangements for using the Platform), excluding the substantial stipulations referred to in Article 11.1, by written notification together with a notice of thirty (30) days.
11.3 · Non-retroactivity. Any revision applies only for the future. Conditions already agreed and transactions already entered into remain governed by the conditions in force on their reference date.
11.4 · Right to refuse. The Partner who refuses a substantial change may, during the notice period, request the closure of its account or terminate the relevant Particular Conditions. Failing this, the change is deemed accepted and continued use of the Platform after entry into force constitutes acceptance, a new time-stamped acceptance being recorded where required.
Article 12 · Applicable law and dispute resolution
12.1 · Applicable law. These General Conditions and all Particular Conditions are subject to French law.
12.2 · Amicable resolution. In the event of a dispute, the Parties endeavour to resolve it amicably within thirty (30) days from a written notification.
12.3 · Jurisdiction. Failing an amicable agreement, exclusive jurisdiction is conferred on the Commercial Court of Aix-en-Provence, unless otherwise stipulated by Derogatory Conditions providing for arbitration for a given Partner. Each Party retains the right to apply to the judge in summary proceedings for any precautionary or urgent measure.
Article 13 · General provisions
13.1 · Entire agreement. These General Conditions and the signed Particular Conditions constitute the entire agreement of the Parties on their subject matter and supersede any prior exchange.
13.2 · Severability and waiver. An invalid stipulation is reduced to the minimum necessary for its validity, the remainder remaining applicable. No waiver results from mere conduct or tolerance.
13.3 · Assignment. No assignment without prior written consent, except assignment by Solmeria to an affiliate or successor subject to prior notification.
13.4 · Notices. Any notice is given in writing, by email with acknowledgement of receipt or registered letter. Solmeria: contact@solmeria.co.
13.5 · Electronic acceptance and language. These General Conditions are accepted online, by a time-stamped checkbox when creating the password; this acceptance has the same value as a signature, in accordance with the eIDAS regulation. The Particular Conditions remain signed separately by electronic signature (PandaDoc or any other tool selected). This document may be drawn up in French and in English; in the event of any discrepancy, the French version prevails.
13.6 · Versioning. Each document bears its version and its date. The applicable version is the last one accepted by the User or, for the provisions revised in accordance with Article 11.2, the last one notified.
13.7 · Independence of the Parties. None of the stipulations creates any agency, company, joint venture or relationship of subordination.
These General Conditions do not give rise to a handwritten signature. They are accepted online by each user when creating the password, under the conditions specified at the head of this document. Acceptance is time-stamped and the accepted version recorded.
Solmeria General Conditions · Ferme Solaire SAS · RCS Aix-en-Provence 908 615 115 · Version 1.1