1. General

1.1 The use of the Bullfrog Capital Platform shall only be admissible on the basis of the Bullfrog Capital ToU.

1.2 The use of the Bullfrog Capital Platform by the users is free of charge. No entitlement for the use of the Bullfrog Capital Platform and the services of Bullfrog Capital shall exist. Users are only obliged to pay a placement fee (individual subject to negotiation)  on successful drawdown of a debt facility brokered or subscribed equipment-as-a-service by the Bullfrog Capital Platform and due upon signing of the respective agreement.

1.3 Bullfrog Capital reserves the right to amend the Bullfrog Capital ToU. Such amendments shall be considered accepted by the User if no objection thereto is made in writing to Bullfrog Capital within one month as from the User’s receipt of the amendment notification. Bullfrog Capital will specifically point out this consequence in the amendment notification.

2. Services for Equipment-as-a-Service Customers or ESCOs

2.1 The Bullfrog Capital Platform provides potential and active financiers with a technical platform for the selection and bidding of equipment-as-a-service / project finance projects. Specifically, Bullfrog Capital enables financiers to gain insight into potential projects available for funding. Concurrently, Bullfrog Capital offers businesses and energy service companies an intuitive platform to upload their equipment financing projects for project financing.

2.2 Bullfrog Capital collects, processes, and uses information about the respective potential or active financiers, the project initiator, and/or the representatives of each party for the seamless operation of the Bullfrog Capital Platform. This information is maintained for the duration of the contractual term outlined in the Bullfrog Capital Terms of Use. As part of this, Bullfrog Capital gathers basic data and subscription application information from its users.

2.3 The projects made available to financiers are uploaded by the project initiators (either businesses or energy service companies) and are presented on the Bullfrog Capital Platform by Bullfrog Capital, acting on behalf of and under the full responsibility of the initiator. The Bullfrog Capital Platform functions either as an electronic bridge facilitating communication between the financier and the initiator in case of project finance capital placement or in the case that Bullfrog Capital owns and operates the equipment-as-a-service SPV it functions as the service agreement counterparty to the end-user. Importantly, Bullfrog Capital does not offer investment advisory services. Specifically, no investment suggestions are given, and no tax or legal counsel is provided.

3. Registration and contractual terms for the use of the website

3.1 The registration as User is required to use the Bullfrog Capital Platform to its full extent.

3.2 The registration requires all requested data to be provided completely and truthfully. Moreover, the User is required to keep his registration data updated at all times.

3.3 With the successful registration of the User with the Bullfrog Capital Platform or otherwise with creation of a first personal password for access to the Bullfrog Capital Platform, a contract for the use of the website becomes effective on the sole basis of the Bullfrog Capital ToU.

3.4 Upon a successful registration, Bullfrog Capital will send a confirmation email to the User. By clicking on the link therein provided and creating the first personal password, the User’s Bullfrog Capital account will be activated. The User’s email address for the communication between Bullfrog Capital and the User is thereby also confirmed. Users are hereby expressly informed that, in principle, the possibility of unauthorised third parties being able to view, read, manipulate or delete electronically transmitted data cannot be excluded. Accordingly, Bullfrog Capital undertakes no liability for the security of the data to be so transmitted. Under their Bullfrog Capital account, Users may access and change their information and have access to information on the status of their projects.

4. General duties of the Users

4.1 The Bullfrog Capital account shall only be used by a registered User.

4.2 The User is obliged to keep the password(s) of his Bullfrog Capital account secret and to carefully safeguard the access to his Bullfrog Capital account (confidentiality obligation). The User will ensure that no unauthorised third party gains knowledge of his password(s). To prevent misuses, passwords should not be stored electronically nor be otherwise put in writing. The User shall immediately change the respective password if unauthorised third parties become aware of it. The User is obliged to change the respective password immediately, should he suspect that unauthorised third parties have gained unauthorised access to it. The User is hereby recommended to regularly change his password(s) for security reasons. Users shall be liable for damages resulting from the culpable violation of their confidentiality obligation, both vis-à-vis Bullfrog Capital and other Users of the Bullfrog Capital Platform.

4.3 The User is obliged to immediately inform Bullfrog Capital of any evidence of misuse of his account by third parties.

4.4 It is prohibited for the User to use the Bullfrog Capital Platform in an unlawful manner, in violation of the contract or in any other abusive way, such as impairing or disturbing the functionality of the Bullfrog Capital Platform (e.g. by violating the system integrity), transferring the Bullfrog Capital account to third parties or providing access to the Bullfrog Capital account to unauthorised third parties.

4.5 With respect to the access credentials, security settings and legitimation instruments that are provided to a financier, the financier hereby also commits towards Bullfrog Capital to comply with the duties of care and further conditions that are stipulated in the non-disclosure agreement signed separately to this agreement.

Any claims and objections arising under the contractual relationship between initiator and financier shall only be made against that specific counterpart and not towards Bullfrog Capital Platform.

5. Availability

To the extent it is technically feasible and commercially reasonable, Bullfrog Capital undertakes to offer an unrestricted availability of the Bullfrog Capital Platform. However, Bullfrog Capital does not guarantee the latter. In particular, maintenance works, security and capacity reasons, technical circumstances as well as events outside of Bullfrog Capital sphere of control may lead to temporary inaccessibility to the Bullfrog Capital Platform.

6. Customer Service

Bullfrog Capital offers the User an online customer support. The User will have access to an online service centre on the Bullfrog Capital Platform.

7. Intellectual property and allowed use of the website

7.1 The data and material, including pictures, graphics, illustrations, designs, symbols, photos, texts and other images (hereinafter referred to as “Content”) on the Bullfrog Capital Platform may be protected by copyright law, trademark law, data protection law and/or other laws of intellectual property. Any reproduction, distribution or any other use of the Content that is not already permitted by law without the prior written consent of Bullfrog Capital constitutes a violation of the Bullfrog Capital ToU and is prohibited. The use of the Bullfrog Capital Platform does not grant users ownership of any content, code, data or materials users may access on the Platform.

7.2 The use of automated systems or software for the extraction of data from the Bullfrog Capital Platform, in particular for commercial purposes, is prohibited.

8. Data protection

Bullfrog Capital shall process Users’ data as required for the performance of its services under these terms of use, or provided that the User has granted his consent or a legal permission applies. Information about the scope of the collection, processing and use of personal data by Bullfrog Capital can be found in Bullfrog Capital’s Privacy Policy, which may be retrieved and printed at all times from www.bullfrogcapital.de . The User may at any time opt out from the processing and use of his personal data for advertising purposes.

9. Contractual term and termination of the Bullfrog Capital ToU

9.1 Unless terminated, the Bullfrog Capital ToU shall remain in full force and effect for an undetermined term.

9.2 Both the User and Bullfrog Capital may terminate this contract at any time by serving a written notice of termination (e.g. via email, fax or letter) to the other party with 2 weeks prior to the end of the month. Termination is precluded prior to the settlement of any ongoing project.

9.3 The right of termination for cause remains unaffected.

10. Liability

10.1 Bullfrog Capital shall be liable under the terms of this ToU only in accordance with the provisions set out under (a) to (e):

1. Bullfrog Capital shall be unrestricted liable for losses caused intentionally or with gross negligence by Bullfrog Capital, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Bullfrog Capital’ liability shall be as set forth in the provisions for simple negligence in (e) below
2. Bullfrog Capital shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Bullfrog Capital, its legal representatives or assistants in performance
3. Bullfrog Capital shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Bullfrog Capital at the time the warranty was given
4. Bullfrog Capital shall be liable in accordance with the German Product Liability Act in the event of product liability
5. Bullfrog Capital shall be liable for losses caused by the breach of its primary obligations by Bullfrog Capital, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the contractual partner of Bullfrog Capital may rely. If Bullfrog Capital breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Bullfrog Capital at the time the respective service was performed

1. Bullfrog Capital shall be unrestricted liable for losses caused intentionally or with gross negligence by Bullfrog Capital, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Bullfrog Capital’ liability shall be as set forth in the provisions for simple negligence in (e) below
2. Bullfrog Capital shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Bullfrog Capital, its legal representatives or assistants in performance
3. Bullfrog Capital shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Bullfrog Capital at the time the warranty was given
4. Bullfrog Capital shall be liable in accordance with the German Product Liability Act in the event of product liability
5. Bullfrog Capital shall be liable for losses caused by the breach of its primary obligations by Bullfrog Capital, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the contractual partner of Bullfrog Capital may rely. If Bullfrog Capital breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Bullfrog Capital at the time the respective service was performed

Any more extensive liability of Bullfrog Capital is excluded on the merits.

Any more extensive liability of Bullfrog Capital is excluded on the merits.

10.2 Bullfrog Capital does not have control over the information and services provided by third parties. Bullfrog Capital shall not be liable for any information or acts of third parties and shall not be liable for any damages resulting therefrom.

11. Final provisions

11.1 Amendments or additions to these ToU must be made in writing to be effective. This shall also apply to amendments of this written form requirement.

11.2 Place of performance of the services is the place of business of Bullfrog Capital.

11.3 These ToU shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).

11.4 Insofar as the User is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Licensee has no place of business or ordinary residence in the Federal Republic of Germany, the competent court is Hamburg.

11.4 Should individual or several provisions of the conditions hereof be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The Parties undertake to agree on an effective substitute provision as close as possible to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to gaps in the contract.

As of October 2023