LIONSOLARSOLUTIONS OÜ MASTER SERVICE LEVEL AGREEMENT AND NDA

IMPORTANT NOTICE

PLEASE READ THIS MASTER SERVICES, SERVICE LEVEL AND NON-DISCLOSURE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT BETWEEN THE CLIENT (AS DEFINED BELOW) AND LIONSOLARSOLUTIONS OÜ. THIS AGREEMENT CONSOLIDATES AND SUPERSEDES THE MASTER SERVICES AGREEMENT, THE MASTER NON-DISCLOSURE, DATA OWNERSHIP AND MARKETING AGREEMENT, AND THE MASTER SERVICES AND SERVICE LEVEL AGREEMENT PREVIOUSLY IN EFFECT.

BY CLICKING “I AGREE”, CHECKING THE APPLICABLE BOX WITHIN THE CLIENT PORTAL, PURCHASING A SUBSCRIPTION, OR OTHERWISE ACCESSING OR USING THE SERVICES, THE CLIENT EXPLICITLY AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN.

IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL WARRANTS AND REPRESENTS THAT THEY HAVE THE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

THIS AGREEMENT IS ENTERED INTO AND MADE EFFECTIVE FOR ALL PURPOSES AS OF THE TIMESTAMP OF DIGITAL ACCEPTANCE OR ACCOUNT CREATION BY THE CLIENT (“EFFECTIVE DATE”) BY AND BETWEEN:

THE COMPANY / PROVIDER

  • Name: LionSolarSolutions OÜ
    A private limited liability company organized, incorporated, and existing under the laws of the Republic of Estonia.
  • Registered Address: Tartu maakond, Tartu linn, Tartu linn, Paju tn 2, 50603, Estonia
    (hereinafter referred to as “LionSolarSolutions”, “Lion Solar”, or “Company”).
  • Registry Code: 16661502
  • VAT Number: EE102624805
  • Official Corporate & Legal Communication Email: info@lion-solar.com
  • Alternative Legal Notification Email: avdenizcekic@gmail.com

AND

THE CLIENT

  • Definition: The business, legal entity, European EPC (Engineering, Procurement, and Construction) company, or solar aggregator registering an account, submitting project requests, purchasing subscriptions, or purchasing pre-paid credit packages via the Lion Solar Client Portal hosted at lion-solar.com or its subdomains (hereinafter referred to as the “Client”).
  • Dynamic Incorporation of Identity: The Client’s specific corporate name, registered address, tax/VAT identification number, and representative details are dynamically incorporated into this Agreement by reference. These details are conclusively defined as the data provided by the Client during the portal registration, onboarding, and billing checkout processes (including data synchronized via Stripe).
  • Warrant of Accuracy: The Client warrants that all such registered information is true, accurate, and current.
  • Legal Notification Email: The Client’s primary legal communication and notification email address is designated as the email address registered by the Client in the Portal account settings.

The Company and the Client are each referred to individually herein as a “Party” and collectively as the “Parties”.

ARTICLE 1: DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

  • Account Data: The corporate name, registration number, registered office address, VAT/tax identification number, contact person details, and billing information provided by the Client during account registration, onboarding, and checkout on the Client Portal.
  • Anonymized Spatial Metadata / Anonymized Technical Metadata: Any structural, spatial, technical, and geographic data collected or generated during the performance of the Services, including but not limited to precise geographic coordinates, latitude, longitude, roof angles, pitch, azimuths, orientation, structural metrics, spatial indexing, architectural characteristics, and component preferences (such as solar module brands/models, inverter models, and mounting substructure specifications), which has been irreversibly stripped of any direct or indirect Personal Data in accordance with the anonymization standard described in Article 6.7 of this Agreement, such that re-identification of any natural person is rendered technically impossible.
  • Background IP: All methodologies, software configurations, PV*SOL customizations, AutoCAD templates, macros, portal source code, automation systems, engineering standards, know-how, databases, internal processes, workflows, and proprietary tools utilized or developed by LionSolarSolutions to generate Deliverables.
  • Client Portal: The proprietary digital interface hosted at lion-solar.com or associated subdomains through which the Client orders, tracks, pays for, and receives Deliverables.
  • Confidential Information: All proprietary, non-public technical, operational, financial, strategic, or commercial data disclosed by one Party to the other under this Agreement, including but not limited to platform workflows, software systems, engineering frameworks, pricing structures, and business methodologies, whether disclosed orally, in writing, or through electronic means, that is either designated as confidential or that the receiving Party knows or reasonably should know to be confidential given the nature of the information and the circumstances of disclosure.
    1. Exclusions: Confidential Information does not include information that:
      1. is or becomes publicly available through no breach of this Agreement;
      2. was already known to the receiving Party without restriction prior to disclosure;
      3. is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or
      4. is required to be disclosed by applicable law or court order, provided the disclosing Party is given prompt prior written notice to allow it to seek a protective order.
  • Data Controller: Shall have the meaning ascribed to it under Article 4(7) of the GDPR, meaning the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
  • Data Processor: Shall have the meaning ascribed to it under Article 4(8) of the GDPR, meaning a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data Controller.
  • Deliverables: The specific outputs generated by LionSolarSolutions for the Client, including PV*SOL simulations, 3D solar models, AutoCAD engineering drawings and layout plans, Single Line Diagrams (SLD), electrical schematics, and substructure designs (e.g., via K2 Base or similar software suites).
  • End-Consumer: The ultimate owner, lessor, lessee, or occupier of the real estate property for which the solar project planning and engineering services are requested by the Client.
  • End-Consumer Personal Data: The specific personal identification components of the Client’s End-Consumers, restricted exclusively to:
    1. first name and surname;
    2. telephone numbers; and
    3. email addresses, which constitute Personal Data as defined under the GDPR.
  • GDPR: The General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, alongside any applicable national implementing legislation, supervisory authority guidelines, and any successor legislation.
  • Intake Form: The digital project intake screens, specification sheets, or data submission fields provided within the Client Portal where the Client inputs technical specifications for a project request.
  • Personal Data / PII: Shall have the meaning ascribed to it under Article 4(1) of the GDPR, specifically meaning any information relating to an identified or identifiable natural person.
  • Processing: Shall have the meaning ascribed to it under Article 4(2) of the GDPR.
  • Services: The B2B productized engineering, design, and solar project planning services provided by LionSolarSolutions as described in Article 2 herein.
  • Standard Contractual Clauses / SCCs: The standard data protection clauses adopted by the European Commission pursuant to Article 46(2)(c) of the GDPR for the transfer of personal data to third countries, including the EU SCCs adopted by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as may be updated, supplemented, or replaced from time to time.
  • Sub-Processor: Any third-party data processor engaged by LionSolarSolutions to carry out processing activities on behalf of the Client, as the Data Controller, with respect to End-Consumer Personal Data.
  • Technical Project Data: The precise geographic coordinates, physical address, spatial layouts, roof specifications, and the complete Bill of Materials (BOM) or list of components (solar modules, inverters, mounting substructures, materials) utilized or proposed within a project design, which may qualify as Personal Data or quasi-identifiers under the GDPR prior to undergoing the anonymization process described in Article 6.7.

ARTICLE 2: SCOPE OF SERVICES & SERVICE DELIVERY

2.1 Core Productized Engineering Services

LionSolarSolutions provides high-fidelity, remote engineering and design services tailored for European EPC (Engineering, Procurement, and Construction) companies and solar aggregators. Services are requested by the Client via the Client Portal on a project-by-project basis and include, but are not limited to:

  • Solar project planning and feasibility assessments;
  • PV*SOL simulations and yield calculations;
  • 3D shading modeling and site reconstructions;
  • AutoCAD engineering drawings and layout plans;
  • Single Line Diagrams (SLD) and electrical schematics;
  • Substructure and mounting layouts utilizing structural design tools (e.g., K2 Base).

2.2 Execution & Operational Logistics (Strict Liability Shield)

The Client acknowledges and explicitly agrees that while LionSolarSolutions operates via an Estonian corporate entity for billing, tax, and contractual efficiency, the core engineering and operational infrastructure of LionSolarSolutions is distributed internationally, including utilizing engineering teams located in Turkey or any other global jurisdiction that LionSolarSolutions OÜ determines appropriate from time to time at the sole discretion of the Company.

This structure creates an optimized cross-border productized engineering model. Billing, corporate overhead, and tax compliance are centralized via the Estonian corporate entity, while core engineering execution and technical operations are fulfilled by a distributed team primarily located in Turkey.

2.3 Strict Client Intake Mandate, Data Accuracy & Technical Notification Warranty

The Client is solely responsible for collecting, verifying, and accurately inputting all requested technical parameters into the LionSolarSolutions Intake Form for each project submission.

  • Condition Precedent & SLA Trigger: The complete and flawless population of every single input field designated as “Mandatory” within the Intake Form is a strict condition precedent to the commencement of services by LionSolarSolutions OÜ and the triggering of any guaranteed Service Level Agreement (SLA) timelines. Lion Solar is under no obligation to review or process submissions until all mandatory fields are fully populated.
  • Client’s Absolute Sole Responsibility for All Inputs (Mandatory or Discretionary): The Client acknowledges that certain fields within the Intake Form may be designated as “Optional” or “Discretionary” solely for user convenience. However, the omission of data in optional fields, or the inclusion of inaccurate, incomplete, or erroneous information in ANY field (whether mandatory or optional), shall be at the Client’s sole risk and expense.
  • Absolute Exclusion of Liability: LionSolarSolutions acts strictly as a processing and design engineering unit utilizing exclusively the dataset provided by the Client. The Company shall bear no legal liability, responsibility, or financial exposure for any engineering flaws, calculation errors, simulation deviations, on-site installation failures, or operational delays resulting from missing optional data, inaccurate inputs, or the Client’s failure to provide comprehensive project parameters. The Client warrants the accuracy of the entire submission and assumes 100% indemnification liability for the final real-world execution of the design.
  • Mandatory Technical Reporting: Any technical issues, discrepancies, or anomalies experienced or encountered by the Client regarding the Intake Form or the Client Portal must be reported to the Company immediately in writing.

2.4 Authorized Users, Portal Access & Account Security

  • Authorized Users: The Client (Admin) may designate and invite its employees, independent contractors, or agents as “Authorized Users” to access and use the Lion Solar Portal under the Client’s subscription or credit account.
  • Absolute Liability for User Actions: The Client assumes full, absolute, and unconditional responsibility and liability for all activities, data submissions, project requests, and credit consumptions occurring under its account, including any actions taken by its Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this Agreement if committed by the Client shall be deemed a direct breach by the Client.
  • Credential Security: The Client and its Authorized Users are strictly prohibited from sharing login credentials (usernames and passwords) with any third party or among multiple individuals. The Client is solely responsible for maintaining the strict confidentiality of all account credentials and shall immediately notify LionSolarSolutions OÜ of any unauthorized account access.

ARTICLE 3: SERVICE LEVELS (SLA), REVISIONS & DEEMED ACCEPTANCE

3.1 Service Level Standards & Turnaround Times

Lion Solar agrees to maintain professional standards for delivery. The standard service levels are established as follows:

Deliverable TypeStandard Turnaround TimePermitted Revision WindowsTarget Accuracy Rate
Standard Layouts & 3D Models48–72 Business HoursWithin 7 days of delivery98% conformance to inputs
Complex SLD & Structural Plans3–5 Business DaysWithin 10 days of delivery99% conformance to inputs

3.2 Input Dependency & Source of Metric

  • Input Dependency: Turnaround times commence only after the Client has submitted complete, unambiguous, and accurate input data (e.g., precise geographic coordinates, roof measurements, and component specifications) via the Client Portal.
  • Source of Metric: Accuracy and conformance of deliverables shall be measured solely against the raw technical data provided by the Client. Lion Solar bears no liability for project delays or errors originating from faulty or incomplete Client inputs.

3.3 Deemed Acceptance

All deliverables submitted by Lion Solar shall be deemed unconditionally accepted and approved by the Client unless rejected by the Client in writing within the designated revision window specified in Article 3.1. Upon the expiration of the revision window without written rejection, Lion Solar’s delivery obligations are fully discharged, and the Client waives any future claims regarding the technical specifications of that specific deliverable.

ARTICLE 4: FINANCIAL TERMS, SUBSCRIPTIONS & TAXES

4.1 Pricing Architecture

The Client may procure Services through two distinct billing mechanisms supported via the Client Portal:

  • Monthly Recurring Revenue (MRR) Subscriptions: A recurring monthly tier, automatically billed every thirty (30) days, granting a designated volume of deliverables or engineering capacity per billing cycle, until cancelled by the Client in accordance with Article 12 of this Agreement.
  • Pre-Paid Credit Packages: Credits purchased in advance, debited on a per-project or per-deliverable basis, non-refundable, and subject to the expiration terms stated at the time of purchase within the Client Portal.

4.2 Payment Processing via Stripe

All payments, credit card authorizations, and recurring transactions are processed securely via Stripe. By inputting payment details, the Client authorizes LionSolarSolutions (via Stripe) to automatically charge the designated payment method for all subscription renewals, credit top-ups, and outstanding invoices. All fees are non-refundable.

4.3 Late Payments, Interest & Service Suspension

Any late payments, failed credit card charges, or outstanding invoices shall automatically accrue interest in accordance with the Estonian Law of Obligations Act (Võlaõigusseadus) governing commercial transactions.

  • Late balances will be subject to a statutory annual interest rate calculated as the European Central Bank (ECB) policy rate plus 8% per annum (currently equivalent to approximately 0.85% per month), accruing daily from the original due date until paid in full.
  • Lion Solar reserves the absolute right to immediately suspend all services, revoke access to the Client Portal, and freeze active engineering pipelines for any account with unpaid or overdue balances without prior formal notice, and without any liability to the Client for losses arising therefrom.

4.4 Cross-Border Taxation & EU Reverse Charge VAT

  • LionSolarSolutions is established and billed out of Estonia.
  • EU-to-EU Reverse Charge Mechanism: For Clients operating within the European Union (outside of Estonia), the Client must provide a valid, verifiable VAT identification number via the Client Portal. Where a valid VAT ID is provided, billing will be issued under the EU reverse charge mechanism pursuant to Article 196 of the EU VAT Directive (VAT rate 0%).
  • If the Client fails to provide a valid VAT ID, or if the VAT number is invalid or cannot be verified, or if the Client is established within Estonia, applicable Estonian VAT (currently 22%) will be added to the fees until valid proof is supplied.
  • Clients outside the EU are solely responsible for any local withholding taxes or duties, ensuring that the net amount received by LionSolarSolutions matches the listed price of the Services exactly.

ARTICLE 5: INTELLECTUAL PROPERTY & DELIVERABLES

5.1 Limited License to Deliverables

Subject to full, unappealable payment of all applicable fees, LionSolarSolutions grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and distribute the specific Deliverables (e.g., AutoCAD drawings, SLDs) solely for the execution of the specific solar installation project for which the Deliverables were ordered.

5.2 Background Intellectual Property

LionSolarSolutions retains exclusive ownership of all right, title, and interest in and to the Background IP. No transfer of Background IP occurs under this Agreement. All methodologies, templates, workflows, software configurations, automation systems, engineering standards, know-how, databases, internal processes, and proprietary tools utilized or developed by Lion Solar shall remain the exclusive intellectual property of Lion Solar.

5.3 Restriction on Client IP Rights

The Client receives a limited, non-exclusive, non-transferable, revocable license to use the delivered engineering products solely for its internal business purposes and direct project execution activities. No ownership rights, intellectual property rights, or proprietary interests of any kind are transferred to the Client under this Agreement except as expressly stated in Article 5.1. The Client shall not sublicense, resell, assign, or otherwise transfer Deliverables to any third party outside the scope of the specific project for which they were commissioned.

ARTICLE 6: DATA PROTECTION, GDPR COMPLIANCE & DATA PROCESSING AGREEMENT

6.1 Roles of the Parties

For the purposes of the General Data Protection Regulation (GDPR) (EU) 2016/679, and with respect to any End-Consumer Personal Data uploaded to or processed through the Client Portal:

  • The Client acts as the Data Controller, determining the purposes and means of processing End-Consumer Personal Data.
  • LionSolarSolutions acts as the Data Processor, processing End-Consumer Personal Data solely on behalf of and under the documented instructions of the Client.

This Article 6 constitutes the Data Processing Agreement (DPA) between the Parties as required under Article 28 of the GDPR and governs LionSolarSolutions’s processing of End-Consumer Personal Data on behalf of the Client.

6.2 Lawful Basis for Processing Client Business Contact Data

With respect to the personal data of the Client’s own authorized representatives and contact persons provided during portal registration and in the course of the commercial relationship (e.g., names, corporate email addresses, phone numbers of the Client’s employees or representatives), LionSolarSolutions processes such data on the lawful basis of:

  1. Performance of contract pursuant to Article 6(1)(b) of the GDPR, as such processing is necessary for the performance of this Agreement; and
  2. Legitimate interests pursuant to Article 6(1)(f) of the GDPR, specifically the legitimate interest of LionSolarSolutions in maintaining the Client relationship, billing administration, and service delivery.

The Client’s authorized representative acknowledges that such processing is necessary for the functioning of the Client Portal and the provision of Services, and that objection to such processing may result in LionSolarSolutions’s inability to provide the Services.

6.3 Client Warranties & GDPR Compliance Obligations

CRITICAL LEGAL WARRANTY: The Client expressly warrants, represents, and covenants to LionSolarSolutions that, with respect to all End-Consumer Personal Data submitted through the Client Portal:

  • (a) The Client has obtained all necessary, explicit, freely given, specific, informed, and unambiguous consents, notices, and legal permissions from each End-Consumer (homeowner or commercial property owner) under the GDPR and applicable national law, allowing third-party international engineering partners (including LionSolarSolutions and the operational assets of the Company) to process, store, and manipulate geographic, technical, and contact data for the purpose of project planning;
  • (b) The Client has provided all required privacy notices and information to End-Consumers in accordance with Articles 13 and 14 of the GDPR, including information about international data transfers to third countries outside the EEA;
  • (c) The Client maintains a valid legal basis under Article 6 of the GDPR (and Article 9 for any special category data, if applicable) for each processing activity involving End-Consumer Personal Data; and
  • (d) International Transfer Responsibility: The Client shall be primarily responsible for identifying, establishing, and implementing any and all legal data transfer mechanisms required under Chapter V of the GDPR (including but not limited to executing Standard Contractual Clauses (SCCs) or relying on any replacing international adequacy frameworks) required to legally authorize the transfer of End-Consumer Personal Data to LionSolarSolutions’s operational centers located outside the European Economic Area (EEA), including in Turkey, it being understood that the Parties shall cooperate in good faith in implementing the safeguards described in Article 6.4.

6.4 International Data Transfers to Third Countries (Turkey)

The Parties acknowledge that Turkey does not currently hold an adequacy decision from the European Commission under Article 45 of the GDPR (the European Commission formally confirmed that Turkey’s data protection legislation is not sufficiently aligned with the GDPR). Accordingly, the transfer of End-Consumer Personal Data from EEA-based parties to LionSolarSolutions for onward processing by engineering personnel located in Turkey must be subject to appropriate safeguards under Article 46 of the GDPR.

The Parties agree to the following framework for international transfers:

  • (a) EU Standard Contractual Clauses: To the extent required under applicable law, the Parties agree to enter into and be bound by the applicable module(s) of the EU Standard Contractual Clauses adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (or any successor instrument). Specifically:
    • Module 2 (Controller-to-Processor SCCs) shall apply to transfers of End-Consumer Personal Data from the Client (as Data Controller / data exporter) to LionSolarSolutions (as Data Processor / data importer); and
    • Module 3 (Processor-to-Processor SCCs) shall apply to any onward transfer by LionSolarSolutions to Sub-Processors located in Turkey or other third countries without an adequacy decision.
  • (b) Transfer Impact Assessment: Prior to or upon commencement of processing, LionSolarSolutions shall provide the Client with reasonable information necessary to conduct a Transfer Impact Assessment (TIA) as required under applicable GDPR supervisory authority guidance.
  • (c) Turkish KVKK Compliance: LionSolarSolutions shall, to the extent applicable, comply with Turkey’s Law on the Protection of Personal Data (KVKK No. 6698) and the Regulation on Cross-Border Transfer of Personal Data (published July 10, 2024 in the Official Gazette of Turkey), including utilizing Standard Contractual Clauses issued by Turkey’s Personal Data Protection Authority (KVKK) for onward cross-border transfers from Turkey, and submitting the required notification to the Turkish KVKK authority within five (5) business days of signing such instruments as required by Turkish law.
  • (d) Cooperation: LionSolarSolutions shall cooperate with the Client and assist in providing information and documentation reasonably necessary for the Client to demonstrate compliance with Chapter V of the GDPR and to respond to inquiries from supervisory authorities regarding international data transfers.

6.5 Data Processing Agreement — Mandatory Article 28 GDPR Provisions

In accordance with Article 28(3) of the GDPR, LionSolarSolutions, as Data Processor, agrees to the following binding obligations with respect to processing End-Consumer Personal Data on behalf of the Client:

6.5.1 Processing on Documented Instructions Only

LionSolarSolutions shall process End-Consumer Personal Data only on the documented, written instructions of the Client, including for transfers of personal data to third countries, unless processing is required by Union or Member State law to which LionSolarSolutions is subject. In such a case, LionSolarSolutions shall inform the Client of that legal requirement before processing, unless prohibited by law on important grounds of public interest. LionSolarSolutions shall immediately inform the Client if, in its opinion, an instruction infringes the GDPR or other applicable Union or Member State data protection provisions.

6.5.2 Confidentiality of Processing Personnel

LionSolarSolutions shall ensure that all persons authorized to process End-Consumer Personal Data are bound by appropriate obligations of confidentiality (whether contractual or statutory) and have received adequate data protection training commensurate with their roles and the nature of the processing activities they perform.

6.5.3 Technical & Organizational Security Measures (Article 32 GDPR)

LionSolarSolutions shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing End-Consumer Personal Data, including as appropriate:

  • (a) the pseudonymization and encryption of personal data;
  • (b) the ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
  • (c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
  • (d) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

6.5.4 Sub-Processor Management

  • (a) LionSolarSolutions shall not engage any Sub-Processor to process End-Consumer Personal Data without the prior general written authorization of the Client. The Client hereby provides general written authorization for LionSolarSolutions to engage Sub-Processors, subject to the conditions set forth herein.
  • (b) LionSolarSolutions shall maintain and make available to the Client upon written request a current list of all Sub-Processors engaged in the processing of End-Consumer Personal Data, including their corporate identity, country of establishment, and the nature of the processing activities they undertake.
  • (c) LionSolarSolutions shall notify the Client in writing of any intended changes concerning the addition or replacement of Sub-Processors at least fourteen (14) calendar days before engaging a new Sub-Processor, thereby giving the Client the opportunity to raise reasonable, documented objections to such changes before they take effect.
  • (d) Where LionSolarSolutions engages a Sub-Processor, it shall impose on that Sub-Processor, by written contract, the same data protection obligations as those set out in this Article 6, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing meets the requirements of the GDPR (pursuant to Article 28(4) GDPR).
  • (e) LionSolarSolutions shall remain fully liable to the Client for the performance of a Sub-Processor’s data protection obligations to the extent that the Sub-Processor fails to fulfill its obligations.

6.5.5 Data Subject Rights Assistance

LionSolarSolutions shall, taking into account the nature of the processing, assist the Client by appropriate technical and organizational measures, insofar as this is possible, in fulfilling the Client’s obligations to respond to requests from data subjects exercising their rights under Chapter III of the GDPR (Articles 15–22), including the rights of: access (Article 15), rectification (Article 16), erasure / right to be forgotten (Article 17), restriction of processing (Article 18), data portability (Article 20), and the right to object to processing (Article 21).

LionSolarSolutions shall promptly forward any data subject request received directly to the Client within five (5) business days of receipt, and shall not respond to such requests on behalf of the Client without the Client’s prior explicit written authorization.

6.5.6 Data Breach Notification

In the event of a Personal Data breach involving End-Consumer Personal Data processed on behalf of the Client:

  • (a) LionSolarSolutions shall notify the Client of any such breach without undue delay and, where feasible, not later than seventy-two (72) hours after becoming aware of the breach, in accordance with Articles 33 and 34 of the GDPR.
  • (b) Such notification shall, to the extent available at the time of notification, include:
    1. a description of the nature of the personal data breach, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
    2. the name and contact details of the data protection contact point at LionSolarSolutions;
    3. a description of the likely consequences of the breach; and
    4. a description of the measures taken or proposed to address the breach, including where appropriate measures to mitigate its possible adverse effects.
  • (c) LionSolarSolutions shall cooperate fully with the Client and provide such further information and assistance as the Client reasonably requires to enable the Client to fulfill its own obligations under Articles 33 and 34 of the GDPR, including notifications to supervisory authorities and affected data subjects.
  • (d) LionSolarSolutions shall not make any public communications regarding a personal data breach affecting End-Consumer Personal Data without the prior written consent of the Client, unless required to do so by applicable law.

6.5.7 Data Protection Impact Assessment Assistance

LionSolarSolutions shall assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to LionSolarSolutions. This includes, where applicable, assisting with the carrying out of Data Protection Impact Assessments (DPIAs) under Article 35 of the GDPR and, where the DPIA indicates a high residual risk, with prior consultation with the relevant supervisory authority under Article 36 of the GDPR.

6.5.8 Audit Rights & Compliance Demonstration

LionSolarSolutions shall make available to the Client all information reasonably necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR, and shall allow for and contribute to audits, including inspections, conducted by the Client or an auditor mandated by the Client.

Such audits shall be conducted:

  1. upon reasonable prior written notice of no less than thirty (30) business days;
  2. during normal business hours;
  3. subject to reasonable confidentiality obligations;
  4. at the Client’s expense; and
  5. no more than once per calendar year absent a documented, specific basis for concern regarding a potential breach of this Article 6.

LionSolarSolutions may satisfy this obligation in part by providing third-party audit reports or certifications (e.g., ISO 27001) where applicable.

6.5.9 Deletion or Return of End-Consumer Personal Data upon Termination

At the documented choice of the Client, LionSolarSolutions shall, upon termination or expiry of this Agreement (or upon written request), either delete or return all End-Consumer Personal Data (and delete existing copies thereof) processed on behalf of the Client under this Agreement, unless Union or Member State law requires storage of the personal data beyond the retention periods specified in Article 6.6 below. LionSolarSolutions shall provide the Client with written confirmation of deletion or return within thirty (30) calendar days of such termination, request, or expiration.

6.6 Bifurcated Data Retention Protocol

To protect the core strategic assets and future M&A valuation of LionSolarSolutions, while ensuring full compliance with the GDPR storage limitation principle (Article 5(1)(e) GDPR), the Parties agree to the following strict bifurcated data retention protocol:

Data CategoryRetention / Masking WindowOwnership & Usage RightsGDPR Legal Basis
Pure End-Consumer PII (Name, Email, Phone Number)Deleted or permanently and irreversibly masked within thirty (30) calendar days following the formal delivery of the final project Deliverables to the Client.Exception: may be retained for a maximum additional period of three (3) years solely where and to the extent strictly necessary to establish, exercise, or defend legal claims (Article 17(3)(e) GDPR), subject to strict access controls and purpose limitation.Processed solely for service delivery execution; deleted post-delivery subject to the documented legal claims exception above.Article 6(1)(b) GDPR (performance of contract); Article 17(3)(e) GDPR (legal claims exception for extended retention).
Anonymized Spatial / Technical Metadata (Precise coordinates, structural metrics, roof specs, component/brand selections — irreversibly anonymized)Retained indefinitely following completion of the anonymization process described in Article 6.7, once fully and irreversibly stripped of any connection to identifiable individuals.Owned exclusively by LionSolarSolutions via a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to store, aggregate, analyze, manipulate, and commercialize.Falls outside the material scope of the GDPR once true anonymization meeting the GDPR Recital 26 standard is achieved and re-identification is technically impossible.

The Client acknowledges and agrees that LionSolarSolutions is in the business of compiling macro-level and micro-level solar engineering data insights, and the Client explicitly consents to the perpetual ownership and monetization of Anonymized Spatial Metadata / Anonymized Technical Metadata by LionSolarSolutions upon completion of the anonymization process described in Article 6.7.

6.7 Anonymization Standard & Technical Safeguards

The Parties acknowledge that, prior to anonymization, Technical Project Data — including precise geographic coordinates of residential or commercial properties, combined with structural metrics, roof dimensions, spatial indexing, and component specifications — may constitute Personal Data or quasi-identifiers under the GDPR. Pursuant to GDPR Recital 26, such data qualifies as personal data where it can be used alone or in combination with other data to identify a natural person using means reasonably likely to be used.

Accordingly, LionSolarSolutions warrants and covenants that:

  • (a) The anonymization process applied to Technical Project Data shall meet the standard set out in GDPR Recital 26, such that the resulting Anonymized Spatial Metadata / Anonymized Technical Metadata no longer relates to an identified or identifiable natural person, and re-identification using all means reasonably likely to be used is rendered technically and practically impossible;
  • (b) LionSolarSolutions shall implement appropriate technical and organizational security measures during the anonymization process to prevent unauthorized access to Technical Project Data prior to completion of anonymization;
  • (c) The Company explicitly warrants that, following the completion of the anonymization process, no identifying information (including partially masked, tokenized, or obfuscated data) shall remain capable of being used to identify or re-identify an End-Consumer, and that the anonymization process is entirely and irreversibly applied in a technically verifiable manner;
  • (d) LionSolarSolutions shall maintain current, accurate documentation of its anonymization methodology, the technical measures employed, and the criteria used to determine that re-identification is impossible. Such documentation shall be made available to the Client upon written request as part of the audit rights established under Article 6.5.8.

6.8 Data Minimization

In accordance with the data minimization principle under Article 5(1)(c) of the GDPR, LionSolarSolutions shall ensure that only personal data that is adequate, relevant, and limited to what is strictly necessary in relation to the purposes of engineering service delivery is requested via the Intake Form and processed through the Client Portal.

LionSolarSolutions shall periodically review the categories of data collected through the Intake Form to ensure continuing compliance with this principle, and shall not collect or retain personal data beyond what is demonstrably required for the stated processing purposes.

6.9 Perpetual Ownership of Anonymized Technical Metadata

Subject to the anonymization standard set forth in Article 6.7, the Client grants to Lion Solar a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable, and transferable license to own, store, aggregate, analyze, manipulate, commercialize, and monetize all Anonymized Technical Metadata derived from the Client’s project submissions. Following successful anonymization, this data does not contain Personal Data and is explicitly excluded from any confidentiality obligations or data deletion requirements under this Agreement. The Company explicitly warrants that no identifying information (including masked data) shall remain and that the anonymization process is entirely irreversible.

6.10 Indemnification for Data Privacy Violations

The Client agrees to defend, indemnify, and hold completely harmless LionSolarSolutions, its directors, officers, employees, affiliates, and successors against any and all claims, fines, regulatory penalties (including GDPR administrative fines imposed by any supervisory authority), legal fees, court costs, and damages arising out of or related to:

  • (a) a breach of the data privacy warranties of the Client under Article 6.3 of this Agreement;
  • (b) the Client’s failure to establish or implement lawful international transfer mechanisms as required by Article 6.4;
  • (c) any claim by an End-Consumer or regulatory authority alleging unauthorized data processing attributable to the Client’s failure to obtain valid consents or provide required privacy notices; or
  • (d) any third-party claim resulting from the Client’s breach of its obligations as Data Controller.

The Client bears one hundred percent (100%) of the financial and legal liability for any disputes brought forward by End-Consumers regarding unauthorized data processing attributable to the Client’s breach of its obligations as Data Controller. This indemnification obligation is without prejudice to any separate claims LionSolarSolutions may have against Sub-Processors for their own data protection failures.

ARTICLE 7: CONFIDENTIALITY, NON-DISCLOSURE & PENALTY

7.1 Mutual Confidentiality Obligations

Each Party agrees to maintain the strict confidentiality of the Confidential Information of the other Party and shall:

  • (a) use the Confidential Information solely for the purposes of performing or receiving the Services under this Agreement;
  • (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except as expressly permitted under this Agreement;
  • (c) protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than a reasonable standard of professional care; and
  • (d) limit access to Confidential Information to its employees, contractors, advisors, and representatives who have a legitimate need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

All End-Consumer Personal Data provided by the Client to the Company has been shared with the Company with the prior, explicit consent of the respective data subjects (End-Consumers), as warranted by the Client in accordance with Article 6.3 of this Agreement. The Client unconditionally accepts and authorizes the processing of such personal data by LionSolarSolutions within the scope and duration of this Agreement, subject at all times to the GDPR-compliant framework established in Article 6.

7.2 Definition of Confidential Information

Confidential Information for the purposes of this Article 7 includes all proprietary business information, pricing structures, engineering workflows, client lists, operational data, software systems, technical methodologies, and all other non-public information of a Party that is either designated as confidential or that the receiving Party knows or reasonably should know to be confidential, consistent with the full definition in Article 1 of this Agreement.

7.3 Permitted Disclosures

The confidentiality obligations under this Article 7 shall not apply to disclosures:

  • (a) required by applicable law, regulation, or court order, provided the disclosing Party gives the other Party prompt prior written notice to allow it to seek a protective order where legally permissible;
  • (b) made with the prior written consent of the disclosing Party;
  • (c) to professional advisors (lawyers, auditors, accountants) bound by applicable professional confidentiality obligations; or
  • (d) within the scope of the M&A Due Diligence carve-out set forth in Article 7.5 and Article 9.4.

7.4 Confidentiality Breach & Contractual Penalty (Liquidated Damages / Cezai Şart)

In the event that either Party breaches the confidentiality obligations set forth in this Article 7, or unauthorizedly discloses, uses, or makes accessible the Confidential Information, in whole or in part, to third parties, the breaching Party explicitly accepts, declares, and undertakes to pay immediately and in cash upon first written demand a contractual penalty (“Cezai Şart” / Liquidated Damages) equal to three (3) times the total contractual fees paid or payable during the trailing twelve (12) month period preceding the date of the breach.

  • Proportionality Statement: The Parties hereby acknowledge and agree that this contractual penalty is not excessive, is reasonable under the principles of equity, and is fully justified considering the commercial sensitivity of the workflows, engineering data, intellectual property, and operational data at stake.
  • Additional Claims: The collection of this penalty shall be without prejudice to the non-breaching Party’s right to claim full compensation for actual and future damages; if the total damage suffered exceeds the contractual penalty amount, the injured Party reserves the absolute right to demand and collect such excess damages separately.
  • Reasonableness: The Parties pre-agree that this penalty clause is not exorbitant and is entirely reasonable and proportional given the nature of the breach and the potential commercial damages that may arise.
  • Equitable Relief: The Parties acknowledge that any unauthorized disclosure or breach of this Article 7 may cause irreparable commercial harm to the non-breaching Party, which may entitle the non-breaching Party to seek equitable relief (including interim and final injunctions) in addition to, and without prejudice to, monetary damages.

7.5 M&A Due Diligence Carve-Out

Notwithstanding Article 7.1, 7.2, 7.3, or any other restriction in this Agreement, LionSolarSolutions shall have the unrestricted right to share contract metrics, transaction volumes, historical logging, operational performance data (including bounded Client information), and anonymized corporate profiles with prospective institutional buyers, venture capital/private equity investors, investment bankers, or legal and financial auditors during a corporate due diligence process.

  • Any such disclosure shall be protected by a standard, professional Mutual Non-Disclosure Agreement (MNDA) executed between LionSolarSolutions and the prospective transaction party.
  • Such disclosures shall not require the prior consent of, or notice to, the Client.
  • This disclosure mechanism is designed explicitly to facilitate the corporate due diligence processes of LionSolarSolutions for upcoming asset sales, equity financing, mergers, or corporate exits.

ARTICLE 8: CORPORATE BRANDING & MARKETING RIGHTS

8.1 Authorized Use of Client Identity

Notwithstanding any confidentiality restrictions contained elsewhere in this Agreement, LionSolarSolutions is granted an immediate, non-exclusive, worldwide, royalty-free right to utilize and display the Client’s corporate name, trade name, and corporate logo on the Company’s public website, digital platforms, marketing collaterals, and social media channels. This usage is strictly limited to identifying the Client as an active corporate partner or client of the Company.

8.2 Absolute Project Non-Disclosure Mandate

The promotional and marketing rights granted under Article 8.1 are strictly limited to corporate identification purposes only. LionSolarSolutions is absolutely prohibited from publishing, broadcasting, displaying, or referencing any specific project designs, AutoCAD drawings, PV*SOL simulations, or technical outputs generated for the Client on any public platform, website, or social media channel without the explicit, prior written authorization of the Client. Any violation of this Article 8.2 shall constitute a material breach of this Agreement.

ARTICLE 9: M&A-READY: ASSIGNMENT, TRANSACTION CLAUSES & SUCCESSORS

9.1 Unilateral & Automatic Assignability by Company

This Agreement is explicitly structured to be transaction-ready, asset-flexible, and fully and automatically assignable by LionSolarSolutions without the requirement of prior written notification to, or consent from, the Client.

AUTOMATIC TRANSFER: LionSolarSolutions retains the absolute, unrestricted right to assign, transfer, delegate, or novate this Agreement, along with all associated rights, licenses, data assets (including Anonymized Spatial Metadata ownership), and obligations, to any future buyer, successor, affiliate, parent company, or acquiring entity in the event of an acquisition, merger, corporate restructuring, sale of substantially all of the assets or equity of the Company, or change of control.

In the event of a merger, acquisition, corporate asset sale, or change of control of LionSolarSolutions OÜ, all rights, data licenses, metadata ownership, and contract terms shall transition seamlessly to the successor entity or acquiring corporation.

9.2 No Client Consent Required

Such assignment or transfer shall occur automatically without requiring the prior written consent, notification, signature, or sign-off of the Client. The contract will remain fully binding, ironclad, and enforceable by the successor entity against the Client. The Client agrees to seamlessly continue performance under this Agreement with the successor corporate entity.

9.3 Restriction on Client Assignment

The Client may not assign, transfer, delegate, or novate the rights or obligations of the Client under this Agreement to any third party without the express, prior written consent of LionSolarSolutions.

9.4 M&A Due Diligence Disclosure Exception

LionSolarSolutions is authorized to disclose transaction histories, contract volumes, operational data, platform activity logs, billing values, and anonymized corporate profiles to prospective institutional buyers, investors, private equity firms, investment bankers, or legal and financial auditors during a corporate due diligence process, provided that such third parties are bound by standard institutional confidentiality restrictions (MNDA or equivalent). Such disclosures shall not require the prior consent of, or prior notice to, the Client.

ARTICLE 10: LIMITATION OF LIABILITY & DISCLAIMERS

10.1 Engineering Disclaimer & Final Sign-Off Responsibility

LionSolarSolutions delivers solar project planning based entirely on the specific technical, geographic, and structural data input by the Client via the Intake Form. The Deliverables serve as structural and simulation guidelines only.

The Client (the EPC firm or solar aggregator) remains the certified engineer of record and bears sole, absolute responsibility for verifying physical on-site structural dimensions, local electrical grid compliance, final component compatibility, and actual physical installation safety. LionSolarSolutions shall bear no responsibility for on-site outcomes that deviate from Deliverables due to physical conditions not reflected in the data submitted via the Intake Form.

10.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIONSOLARSOLUTIONS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR OPERATIONAL TEAMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF SOLAR PROJECT CONTRACTS, GRID CONNECTION DELAYS, BUSINESS INTERRUPTION, OR INSTALLATION CONTRACT LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF WHETHER LIONSOLARSOLUTIONS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Maximum Aggregate Liability Cap

THE TOTAL MAXIMUM AGGREGATE LIABILITY OF LIONSOLARSOLUTIONS TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO LIONSOLARSOLUTIONS IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.4 Disclaimer of Project Outcomes

Absolute Performance Disclaimer: Lion Solar does not warrant, guarantee, or assume any liability for external project outcomes, including but not limited to:

  • structural permitting approvals;
  • local regulatory authority or municipal approvals;
  • public utility grid connection acceptance;
  • construction physical feasibility;
  • financial project profitability;
  • subsidy or government financing approvals;
  • actual real-world energy generation performance, technical energy yield variations, or return on investment (ROI); or
  • the general commercial or financial success of any solar installation project.

ARTICLE 11: EXCLUSION OF LABOR LIABILITY

11.1 B2B Independent Contractor Structure

The Client and LionSolarSolutions operate strictly on a business-to-business (B2B), independent contractor basis. Nothing in this Agreement shall be interpreted or construed as creating an employment relationship, joint venture, agency, partnership, or any other form of labor or employment relationship between the Client and any employee, subcontractor, consultant, or representative of LionSolarSolutions.

The Client acknowledges that LionSolarSolutions’s operations and engineering assets are executed in part outside of the European Union territory via remote engineering frameworks, including engineering teams located in Turkey. This cross-border operational structure creates zero co-employment, collective bargaining, or European labor law liabilities attributable to the Client.

11.2 Absolute Employment & Labor Shield

UNDER NO CIRCUMSTANCES SHALL THE CLIENT BEAR ANY LIABILITY, FINANCIAL RESPONSIBILITY, INDEMNIFICATION OBLIGATION, OR LEGAL EXPOSURE REGARDING LOCAL LABOR LAWS, SEVERANCE PAYMENTS, DISMISSAL INDEMNITIES, SOCIAL SECURITY CONTRIBUTIONS, TAX OBLIGATIONS, OR EMPLOYMENT BENEFITS WITHIN THE OPERATIONAL JURISDICTIONS OF LIONSOLARSOLUTIONS (INCLUDING BUT NOT LIMITED TO TURKEY).

LionSolarSolutions maintains exclusive and total accountability for its workforce and operational teams, completely shielding the Client from any cross-border employment-related claims or liabilities.

No employee, subcontractor, or agent of LionSolarSolutions shall be deemed an employee of the Client, nor shall any future buyer, successor, or investor of LionSolarSolutions incur any European labor law, severance, or employment-related liabilities resulting from this Agreement or its assignment.

ARTICLE 12: SUBSCRIPTION TERM, SELF-SERVICE CANCELLATION, AND RENEWAL

12.1 Automatic Renewal

All subscriptions are billed on a recurring basis (monthly/annually) and will automatically renew at the end of each billing cycle unless the Client explicitly cancels the subscription through the Client Portal before the next renewal date.

12.2 Cancel Anytime (Self-Service)

The Client may cancel their subscription at any time directly through their billing dashboard within the Client Portal. No prior notice period or manual written request is required.

12.3 Effect of Cancellation

Upon cancellation, the subscription will remain active, and the Client will retain full access to the services until the end of the current paid billing period. No pro-rated refunds or credits will be issued for any unused portion of the current billing cycle.

ARTICLE 13: REFUND POLICY & CREDIT EXPIRATION (ALL SALES ARE FINAL)

13.1 No Refunds on Subscription Fees

All payments made for subscription plans are strictly non-refundable. LionSolarSolutions OÜ provides a productized engineering infrastructure; therefore, subscription fees are charged based on allocated capacity and system access, regardless of the Client’s actual usage or the volume of projects submitted during the billing cycle.

13.2 Credit Packages & Expiration

Payments for bulk or custom credit packages are non-refundable. Credits represent a non-monetary right to utilize design services and must be consumed within twelve (12) months from the date of purchase. Unused credits after this period will automatically expire and become void, with no cash value or refund eligibility.

ARTICLE 14: CONTRACT TERM, SUSPENSION & TERMINATION FOR CAUSE

14.1 Term

This Agreement commences on the Effective Date (the timestamp of digital acceptance/registration) and remains in full force and effect until terminated by either Party in accordance with this Article 14.

14.2 Termination of On-Demand / Credit Accounts

Either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party, provided all outstanding delivery tasks are completed and all outstanding fees are paid in full prior to the effective date of termination.

14.3 Suspension of Service

LionSolarSolutions reserves the right to immediately suspend access to the Client Portal, freeze ongoing engineering designs, and hold Deliverables if:

  • (a) the credit card or payment method of the Client fails authentication via Stripe, or any outstanding invoices remain unpaid beyond their due date;
  • (b) the Client is in breach of any material provision of this Agreement, including specifically Article 2.3 (Intake Form requirements), Article 6.3 (data warranties), and Article 7 (confidentiality obligations); or
  • (c) LionSolarSolutions has reasonable, documented grounds to believe that the Client’s use of the Services violates applicable law.

Suspension shall not relieve the Client of any payment obligations accrued prior to suspension, and interest shall continue to accrue on outstanding balances during any period of suspension.

ARTICLE 15: FORCE MAJEURE

15.1 Excusable Delays

Neither Party shall be held liable or responsible for any delay, interruption, or failure in the performance of their obligations hereunder resulting from acts, events, or omissions beyond their reasonable and practical control, provided that the affected Party:

  • (a) gives prompt written notice to the other Party as soon as reasonably practicable after the commencement of the force majeure event;
  • (b) uses commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance; and
  • (c) resumes full performance as soon as reasonably practicable after the cessation of the force majeure event.

15.2 Covered Force Majeure Events

Such events include, without limitation: acts of God, natural disasters, earthquakes, floods, hurricanes, lightning strikes, war, military actions, terrorism, riots, civil unrest, systemic cyberattacks, catastrophic internet infrastructure outages, government or regulatory restrictions, sanctions, trade embargoes, labor disputes, widespread software platform or cloud hosting failures, public utility disruptions, epidemics, pandemics, public health emergencies, or the systemic failures and structural defaults of critical third-party service providers (e.g., global network infrastructure providers or primary payment gateways including Stripe).

ARTICLE 16: GOVERNING LAW & JURISDICTION

16.1 Governing Law

This Agreement, and all rights, obligations, disputes, and claims arising out of or relating to it — including its formation, validity, invalidity, performance, or termination — shall be governed by, construed, and enforced exclusively in accordance with the substantive laws of the Republic of Estonia, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly and unconditionally excluded from application to this Agreement.

16.2 Exclusive Jurisdiction

The Parties irrevocably agree that any dispute, controversy, or claim arising out of or in connection with this Agreement, including its formation, validity, invalidity, performance, or termination, shall be submitted to, and settled exclusively by, the Harju County Court in Tallinn, Estonia (Harju Maakohus), which shall have exclusive jurisdiction. Each Party irrevocably submits to and accepts this exclusive jurisdiction and irrevocably waives any objection it might otherwise have to such jurisdiction, to the laying of venue in such courts, or to any claim that proceedings have been brought in an inconvenient forum.

ARTICLE 17: ELECTRONIC EXECUTION, CLICK-WRAP MECHANICS & AUDIT TRAIL

17.1 Click-Wrap Binding Force

This Agreement is digitally executed and validated utilizing a click-wrap mechanism. By checking the box “I have read and agree to the Master Services, Service Level and Non-Disclosure Agreement” (or equivalent acknowledgment language displayed on the Lion Solar Client Portal) during account creation, subscription checkout, or any other platform access or enrollment process, the Client creates an electronically signed, legally binding agreement valid under:

  • EU Regulation No 910/2014 (eIDAS) on electronic identification and trust services for electronic transactions in the internal market; and
  • Applicable international electronic contract standards.

The individual completing this process warrants and represents that they have the full legal authority to bind the Client legal entity to all terms and conditions of this Agreement.

17.2 Immutable Automated Audit Trail

Every instance of assent, version revision update, and acceptance is captured programmatically by the systems of LionSolarSolutions. The Client Portal automatically generates and stores an unalterable, cryptographically secured electronic execution log for every acceptance event, capturing and logging:

  • User ID / Account Identifier
  • Exact Timestamp (UTC)
  • IP Address of the executing party (Originating IP Address)
  • Contract Version Control number / Contract Version Control Tag

In the event of a dispute, the automated logs of LionSolarSolutions (coupled with associated Stripe transaction logs, billing details, and active account parameters) shall serve as conclusive, prima facie, legally admissible evidence of the acceptance by the Client of this specific version of the Agreement. Both Parties agree that this electronic record satisfies all formal writing requirements under international contract law and the eIDAS Regulation.

ARTICLE 18: GENERAL PROVISIONS

18.1 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The remaining portions of this Agreement shall remain in full force and effect. The Parties agree to negotiate in good faith and replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the commercial intent and economic effect of the invalidated provision.

18.2 Entire Agreement & Supersession

This Agreement constitutes the entire legal understanding between the Client and LionSolarSolutions regarding the Services and the subject matter hereof, and supersedes all prior verbal or written communications, negotiations, representations, warranties, and agreements — including the prior standalone Master Services Agreement, the Master Non-Disclosure, Data Ownership and Marketing Agreement, and the Master Services and Service Level Agreement — between the Parties relating to the subject matter herein.

18.3 Amendments

LionSolarSolutions reserves the right to amend, update, or modify any provision of this Agreement at any time by publishing an updated version on the Client Portal. Such amendments shall become effective:

  • (a) upon the Client’s continued use of the Services after the updated version has been published and the Client has been notified; or
  • (b) upon the Client’s express acceptance of the updated terms via the click-wrap mechanism.

LionSolarSolutions shall use commercially reasonable efforts to notify the Client of material amendments through the Client Portal interface with reasonable advance notice prior to the effective date of material changes.

18.4 No Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further or other exercise thereof. A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent or continuing breach. All waivers must be in writing and signed by an authorized representative of the waiving Party to be effective.

18.5 Notices

All formal legal notices, demands, and contract-related correspondence under this Agreement shall be in writing and delivered:

  • To LionSolarSolutions: at the registered address: Tartu maakond, Tartu linn, Tartu linn, Paju tn 2, 50603, Estonia, or via the official corporate email: legal@lion-solar.com / legal@lionsolarsolutions.com.
  • To the Client: at the registered email address and/or corporate address provided by the Client during portal registration and onboarding (as stored in the Client’s billing database profile).

Notices sent by email shall be deemed received upon confirmed delivery. Notices sent by registered post or courier shall be deemed received five (5) business days after posting.

This consolidated Master Services, Service Level & Non-Disclosure Agreement supersedes and replaces all prior individual agreements between the Parties in their entirety. All provisions herein are fully binding from the original Effective Date of first acceptance by the Client.