Terms & Conditions

1. Introduction

• 1.1 The O2O Component Connect platform is owned and administered by O2O RENEWABLES AB, a company duly incorporated under the laws of Sweden.
• 1.2 The Component Connect is a digital network space where the primary focus is to exchange parts and components between owners and operators of Renewable Resources.
• 1.3 To this end, O2O Renewables provides an online platform and infrastructure to facilitate swift access to parts and components and connect owners in need of such parts and components with owners that are in possession of such parts and components.
• 1.4 Access to and use of the Component Connect is regulated by these terms and conditions.

2. Definitions

For the purpose of these terms and conditions, the definitions given below have the following meaning.

• “Know-How” shall mean all information about O2O Renewables and Component Connect, including but not limited to the Terms, future plans, business development, methods, financial data, lists of Users and listings of products on Component Connect, that has been, is or will be contained within or related to Component Connect or otherwise held or communicated by O2O Renewables.
• “Component Connect” shall mean the virtual platform for connecting owners of Renewable Resources as described in the Terms.
• “Confidential Information” means any and all information of a sensitive nature concerning O2O Renewables and Component Connect, including but not limited to information protected by applicable acts on trade secrets and other information regarding or relating to O2O Renewables and Component Connect that can be considered sensitive such as customer data, business plans, financial information and business development plans, but excluding Content, irrespective of whether such information is communicated orally, in writing or through any other form of media; with the exception of information that was already public or otherwise known by any User at the time of communication or sharing or later becomes known to User without breach of the Terms.
• “Content” means all information a User makes available on or in relation to Component Connect, including but not limited to product information, product images, technical data, texts, drawings and pricing information.
• “Force Majeure” shall mean any event beyond reasonable control that could not be prevented or foreseen, including events such as natural disasters, labour disputes, internet failures, actions from competent and official governmental authorities, new or amended legislation, labour conflicts, terrorism, war, warlike hostilities, mobilization or general military callus, civil war, fire, flood, electrical or other power supply malfunction or interruption (whether unforeseen or planned), pandemic outbreaks, restrictions due to ongoing pandemics and other similar circumstances or events of a similar nature or importance.
• “Manufacturer” shall mean any legal or physical entity that manufactures, produces, imports, markets or sells Renewable Resources and any physical or legal person or entity representing or related to now mentioned entity.
• “O2O Renewables” shall mean the Swedish company named O2O RENEWABLES AB that owns and administers the Component Connect, or any company to which this company may in whole or in part transfer the rights and interests to the Component Connect.
• “Party” shall mean each user individually.
• “Parties” shall mean all users collectively.
• “Renewable Resource/s” shall mean renewable energy resources that can be naturally replenished over a short period, such as sunlight, wind, water, and biomass, including but not limited to wind power, solar power, hydropower, bio energy and ocean energy.
• “Rights” shall mean all types or rights that are related to or made available on Component Connect, included but not limited to Know-How, Confidential Information, trademarks, patents, designs, copyrights, texts, images, source code, goodwill and reputation, excluding Content.
• “Terms” shall mean these terms and conditions.
• “Transaction” shall mean any purchase, agreement or any other form of transaction or understanding between any User/s, seller/s and buyer/s that concerns or is related to Component Connect and O2O Renewables.
• “User” shall mean any physical or legal person that either accesses and/or uses Component Connect in any manner whatsoever or to any extent, including but not limited to sellers and buyers, as well as any physical or legal person that such person/s represent.

3. Applicability and Scope

• 3.1 The fact that you, whether acting as a owner, seller or buyer, whether acting on your own behalf or on behalf of a physical or legal person or entity, accesses or uses Component Connect or simply accesses Component Connect for general viewing, means that you and, where applicable, the legal or natural person or entity that you represent, are bound by the Terms.
• 3.2 O2O Renewables operates Component Connect and is only an intermediary and facilitator of contacts between sellers and potential buyers. All Transactions are made solely between seller/s and the buyer/s. O2O Renewables is never, not in any manner or to any extent, a party to any agreement, contract, understanding or otherwise between any User, seller or buyer or any other party.
• 3.3 O2O Renewables does not own any of the products listed on Component Connect, is not a party to any Transaction and has no responsibility whatsoever in any manner or to any extent for any Transaction or the result or effects thereof. If a User has any complaint, claim or similar in relation to any Transaction, it must be communicated to the relevant counterpart in that Transaction, not to O2O Renewables.
• 3.4 By accessing or using Component Connect in any manner or to any extent you agree on behalf of yourself as well as on behalf of any physical or legal person that you may represent, to be bound by the Terms.
• 3.5 O2O Renewables has the right to amend the Terms without prior notice. All Users jointly and individually declare and accept that they are bound by the latest current version of the Terms that is applied by O2O Renewables at any given point in time, which is always available upon request by contacting O2O Renewables.
• 3.6 In event that there is a discrepancy between the Terms and any other written and signed agreement between O2O Renewables and a User, what is stipulated in such written and signed agreement shall take precedence over the Terms but only to the extent that such discrepancy exists and shall otherwise not in any other manner nor to any other extent affect the legality or validity of the Terms.

4. Ownership Component Connect and Content

• 4.1 All rights to Component Connect belong to O2O Renewables, including but not limited to Rights.
• 4.2 User may not make any use of any Rights other than when communicating with O2O Renewables or a seller and always and only for the purpose of Component Connect.
• 4.3 O2O Renewables has the right, but not the obligation, to store, use and make available any Content a User submits to O2O Renewables or Component Connect, to the extent necessary for the purposes of Component Connect. User consents to O2O Renewables making technical and other modifications to Content.
• 4.4 By providing Content, the providing User grants O2O Renewables a non-exclusive, worldwide and royalty-free right to use it for the purposes of Component Connect, including sharing it on Component Connect, with companies, partners and service providers where necessary. This right applies for as long as the Content is available on Component Connect and thereafter as required for marketing of Component Connect, legal obligations and documentation.
• 4.5 Each User is responsible for ensuring that Content is accurate, that User has the right to use it and share it on and in relation to Component Connect, and that it does not infringe any third-party rights.
• 4.6 Each Party shall retain full and unrestricted ownership of, as concerns Users, its Contents, and, as concerns O2O Renewables, its Know-How and Rights.
• 4.7 Except as where expressly stated in the Terms, nothing in the Terms shall, in any manner or to any extent, constitute, imply, result in or be interpreted as any transfer of the ownership of Rights or Content or the granting of any right to transfer any usage right to Rights or Content to another person or company, another forum or any other media or third party nor the right to grant any sublicense to Rights or Content to any third party whatsoever.

5. Access to the Component Connect

• 5.1 Interested Users may apply to register with Component Connect to enable communication within the platform and in relation to listings on Component Connect. Users understand and accepts that O2O Renewables is entitle to require disclosure of all relevant information, including but not limited to legal and financial information, about a User and failure to provide such information may result in denial of access to Component Connect.
• 5.2 O2O Renewables reserves the unilateral right to determine the suitability of a User wishing to register but shall not deny a User request to register with Component Connect unless such denial can be motivated by legitimate reasons.
• 5.3 The Component Connect is only available to owners and operators of Renewable Resources and O2O Renewables reserves the right to deny access to Component Connect to any Manufacturer or any other legal or physical person when it deems necessary.
• 5.4 User understands and accepts that a basic condition for a User being granted registration with Component Connects is that the User acts in accordance with the Terms.
• 5.5 Use of Component Connect and all Content and other information that is being or has been contained or available in any manner whatsoever on Component Connect, including but not limited to Rights and Content, is at each User's own risk. Each User is solely responsible for any damage, regardless of kind, size or otherwise, that such User, any legal or physical person represented by, related to or associated with such User and any third party that such User, directly or indirectly, allows access to information on Component Connect, suffers as a result of or in relation to use of any information that has been or is being contained or available on Component Connect, including but not limited to Rights and Content.
• 5.6 O2O Renewables may at any time, unilaterally and by its own sole discretion, deny or suspend access to Component Connect to any User or other physical or legal person or entity, for any reason whatsoever if O2O Renewables deems this action appropriate to preserve Component Connect and its rights and interested in Component Connect.

6. Rules of Conduct

• 6.1 The purpose of the Component Connect is to be supportive and facilitate the exchange and sale of products related to Renewable Resources between operators of Renewable Resources and is not intended for or available to Manufacturers. This means that all usage in conflict with the purpose and usage that negatively affect the Component Connect shall not be allowed.
• 6.2 The language used shall be English.
• 6.3 It is User's responsibility to ensure that it does not communicate personal data, other personal information or business-related material without this being verified and approved by the owner of such information.
• 6.4 Component Connect shall never be used for the purpose of: sending personal information for the sake of private and personal own benefit, including but not limited to selling services; sending information which contains extreme political opinions, sexual or pornographic allusions, methods having letter chain characteristics, for instance so called as spam or any other such information that can be interpreted as offensive or awake offensiveness; sending information that can affect the price of the stock of any corporation, or which can be seen as forming any type of cartel; or forwarding information as mentioned in this section.
• 6.5 All Content and information on Component Connect may be examined at any time by O2O Renewables without giving any reason, to secure the proper functioning of Component Connect and to ensure that Users comply with the Terms and any applicable law or regulation or any instruction made by O2O Renewables. O2O Renewables shall have access to all Content and information within Component Connect, which means that it is prohibited for any User to prevent access, including but not limited to by encryption, to any information contained on Component Connect.
• 6.6 O2O Renewables is entitled to log all incoming and outgoing traffic from Component Connect. User is aware of and accepts that private messages or other private material is not protected from insight in or supervision of Component Connect by O2O Renewables.
• 6.7 It is forbidden to attempt to penetrate internal and external security barriers, give anyone else access to the password and username to Component Connect or copy or file any material, for example user or company records from Component Connect.
• 6.8 User is responsible for maintaining the security of their login credentials and must comply with all password and authentication requirements set out in the Terms or otherwise instructed by O2O Renewables. Passwords must be unique to Component Connect and must not be reused across other systems or services, whether personal or work-related. Passwords are strictly confidential and must not be shared or disclosed under any circumstances. The User must ensure that passwords are sufficiently strong, including using a combination of letters, numbers and symbols, and must not be based on personal information, common words or predictable patterns. Users must not store passwords in any accessible or retrievable form, use password reminder functions, or access Component Connect from public or unsecured devices. Passwords must be changed immediately if there is any risk of compromise. The User must register and maintain a personal, secure mobile number for two-factor authentication. If anyone requests your password, you must refuse and refer to this policy or the O2O Renewables.
• 6.9 O2O Renewables may from time to time appoint various persons to monitor that Users comply with the Terms and User is therefore obliged to give such appointed person access to all information that he or she demands for fulfilling this duty of monitoring.

7. Obligations of User and Compliance

• 7.1 Each User understands and accepts that it is forbidden to use Component Connect or any Rights or Content to, directly or indirectly, by itself or through any third party, engage in or facilitate any act that has as a purpose or a result to market or sell any product or service of any kind that is coming from or related to a Manufacturer.
• 7.2 Each User understands and acknowledges that the activities carried out on and in relation to Component Connect have no geographical boundaries, since Users may be located all over the world, and that all actions or inactions carried out on or in relation to Component Connect, including Content, are subject to a wide variety of laws and regulations that may be applicable from time to time and that there is a general obligation of each User to comply with such laws and regulations.
• 7.3 Now therefore, each User undertakes to, in addition to what is stated elsewhere in the Terms or any other agreement or understanding between User and O2O Renewables, observe and comply with all laws that from time to time are applicable to any and all activities performed and any and all information shared on and in relation to Component Connect, including but not limited to Rights and Content.
• 7.4 Furthermore, each User understands and acknowledges that a special consideration in a community such as Component Connect is the full compliance with all applicable competition laws and regulations and therefore, without detriment to what is stated above in this section and in other parts of the Terms, expressly undertakes: (a) to observe and comply with all applicable competition laws; and (b) not to engage in or facilitate in any activity that may breach applicable competition laws and regulations, including but not limited to disclosing information or carry out discussions that relate to production capacities, production volumes, sales volumes, import volumes, market shares, clients, pricing information, trading conditions, bids for public contracts, technical developments, technical investments, sources of supply, future business plans or any commercially sensitive information contrary to applicable competition laws.
• 7.5 If a User is directly or indirectly engaged in or becomes aware of any actual, potential or suspected breach of any applicable law or regulation, including but not limited to competition laws, User undertakes to take all necessary actions to prevent and remedy such breach and to minimize the effects of any such actual, potential or suspected breach and furthermore undertakes to without delay inform O2O Renewables thereof.
• 7.6 Each User who is directly or indirectly engaged or involved in any breach of any applicable law or regulation shall be fully responsible for any damage that this may cause O2O Renewables or any other User.
• 7.7 Each User understands, acknowledges and accepts that O2O Renewables is unilaterally entitled to suspend and deny access to Component Connect to any User that is reasonably suspected to breach any applicable law or the Terms.

8. Certain Terms of Sale

• 8.1 All Users agree to comply with the Terms and all applicable policies issued by O2O Renewables from time to time, including rules on prohibited or restricted items and listing practices.
• 8.2 As a User, you are solely responsible for your listings and their content. You are required to provide all relevant information about a product that you wish to either buy or sell, including but not limited to name, description, part numbers, photographs, technical data, known defects, prior use, modifications or repair history, to enable other Users to with clarity understand as much as possible about the product and its suitability.
• 8.3 As a User, you certify that you have the full title and right to sell the product that you are listing and/or selling and that is free from any lien, pledge or other encumbrance. You furthermore certify that you have provided disclosed all know defects and that all information provided that relates to a product is to the best of your knowledge true and correct.
• 8.4 O2O Renewables does not guarantee listing visibility, timing or availability, and placement in search results may vary based on factors such as content, pricing, activity and user feedback.
• 8.5 All aspects of a certain listing of, or transaction or purchase of, a product that has been available on or related to Component Connect is exclusively between the seller and the buyer, including all effects and risks associated therewith, and O2O Renewables has not part in any such listing or Transaction.
• 8.6 All negotiations, all agreement, all contracts and all understanding are entered into between seller and buyer only, including all effects and risks associated therewith, and never include O2O Renewables to any extent or in any manner whatsoever.
• 8.7 User understands that parties to any agreement or transaction may be in different jurisdictions and continents and that this may have legal effects on any agreement or transaction.
• 8.8 Unless otherwise agreed in writing between seller and buyer, the information contained in a listing or otherwise on Component Exchange is only informative in nature and does not form part of any purchase agreement or similar.
• 8.9 Unless otherwise agreed between seller and buyer in writing, all products are sold “as is, where is”.
• 8.10 Unless otherwise agreed between seller and buyer in writing, all logistics and all transportation of products, including but not limited to all associated risks, are the sole responsibility of buyer.
• 8.11 Buyer understands and accepts that it is the exclusive responsibility of buyer to verify and assure that any product or component purchased is compatible with the Renewable Resource for which the product or component is purchased by buyer and buyer has no cause of action in any manner or to any extent against seller for any failure, cost, non-functionality, damage or other undesired or negative effect that may be associated with any non-compatibility of the product or component.
• 8.12 Available on Component Connect is a model purchase agreement. This agreement is a non-binding starting point that Users are entitled to use to proceed to a legally binding agreement. Users are not required to use the model agreement and can use any other agreement it deems fit. If the model agreement is used, all Users understands and accepts that they are responsible for adapting it to their specific Transaction and obtain their own legal advice before signing any agreement or similar binding document. The model purchase agreement or any other similar agreement available on Component Connect does not constitute, and shall never be interpreted as, legal advice in any manner or to any extent and shall not in any manner or to any extent create any liability for O2O Renewables.

9. Success Fee and Non-Circumvention

• 9.1 As a User, by sending an inquiry to O2O Renewables or Component Connect or replying or otherwise communicating in relation to a product or listing available on Component Connect, you understand and accept that O2O Renewables is entitled to a success fee for the product or listing in question and that a non-circumvention applies.
• 9.2 As a User, you undertake to communicate to O2O Renewables relevant details regarding any agreement or purchase that concerns any product that has been listed on Component Connect to secure that O2O Renewables can correctly calculate the success fee.
• 9.3 For each transaction that is related wholly or partly to any product or listing on Component Connect, O2O Renewables is entitled to a scalable success fee calculated on the agreed component value or purchase price (whichever is the greater), exclusive of VAT, customs, freight, insurance and third-party inspections, unless such items are expressly included in the agreed purchase price. The success fee is two (2) percent of the greater of either the component value or the purchase price with a minimum success fee of EUR one thousand (1 000).
• 9.4 Unless otherwise agreed by the buyer and seller, buyer shall be responsible for paying the success fee to O2O Renewables. O2O Renewables is entitled to invoice the success fee to the paying User any time after buyer and seller has agreed on the Transaction. Entitlement of O2O Renewables to a success fee is not affected by any actions by either seller or buyer after the Transactions has been agreed upon.
• 9.5 All Users understands and accepts that the success fee is a service fee that is applied outside the scope of the Transaction and O2O Renewables does not hold, transfer or forward payments between buyer and seller.
• 9.6 For a period of twenty-four (24) months from the event described in clause 9.1 occurs, each applicable User understands and accepts that a) it shall not transact in respect of the concerned listing and/or products (as well as substitutes thereof) outside Component Connect, b) its shall not act or not act in a manner that has the purpose to or result in circumventing or reducing the success fee and b) if any now described non-permitted transaction, action or non-action occurs in any manner or to any extent, it will entitle O2O Renewables to the full success fee described in clause 9.3.

10. Confidentiality

• 10.1 The basis for Component Connect is the sharing of non-sensitive and non-confidential information.
• 10.2 It is each User's responsibility to ensure that it does not communicate Content which is sensitive, personal information or other business related material without this being verified and approved by owner or the person it concerns and each User declares and accepts that if now mentioned information is shared in any manner within Component Connect, this is done at such User's own risk and neither O2O Renewables nor any other User has any liability whatsoever for such Content and shared information, including but not limited to any liability to keep such shared information secret.
• 10.3 Notwithstanding the above, all Users undertake no to use or disclose any personal information about any other User.
• 10.4 Each User undertakes not to disclose or in any other manner make public any Rights or Confidential Information. This undertaking shall continue to apply without any limitation in time, also after the User no longer has any access to Component Connect, regardless of cause, and for as long as Rights exist or Confidential Information is confidential.

11. Limitation of Liability

• 11.1 O2O Renewables is not liable in any manner, to any extent or against any legal or physical person whatsoever, including but not limited to all Users, for any information, including but not limited to Rights, Confidential Information and Content, that is being, has been or will be contained or accessible within Component Connect or the use of any such information by any User or third party.
• 11.2 O2O Renewables is not liable in any manner or to any extent for any damage or negative effect for any User or third party in the event that access to Component Connect is not available or effected negatively or that the functionality of Component Connect is affected in some manner.
• 11.3 Furthermore, O2O Renewables has no liability whatsoever to any extent or in any manner against any legal or physical person whatsoever, including but not limited to all Users, for any Transaction or any damage, cost or undesired result or effect of any Transaction, communication, action or inaction by any User or any other physical or legal person or entity that has any relation to Component Connect or O2O Renewables.
• 11.4 Without limiting the meaning and effect of what is stated above, O2O Renewables does not verify technical data or condition of product; and does not guarantee the accuracy of information provided by a seller.
• 11.5 Without limiting the meaning and effect of what is stated above, but serving as an example of the limitations above, O2O Renewables does not have any liability to any extent or in any manner for: logistics or transport effects or issues; any product, transaction, or outcomes thereof; product defects; misrepresentation by the seller or buyer; transaction or other disputes; or financial losses of a User.
• 11.6 In accordance with the Terms, O2O Renewables is entitled to unilaterally decide whether to permit or suspend access to Component Connect and has no liability whatsoever, in any manner or to any extent, for any damage or negative effect this may have for any User or physical or legal person or entity that is in any manner or to any extent affected by such a decision.
• 11.7 In all other circumstances than the above, O2O Renewables shall only be responsible for any damage or undesired effect that is the result of gross negligence or intent.
• 11.8 Any liability for O2O Renewables shall be limited to direct damage only. There is no liability of O2O Renewables for any form of indirect or consequential loss or damage of any nature whatsoever, including, but not limited to third party claims, economic loss or other loss of business, production, revenue, profit, goodwill, loss of data and anticipated savings or tax mitigation or similar losses.
• 11.9 O2O Renewables shall not be liable for any failure or delay in providing or operating Component Connect or any other effect for any User, and any damages or negative effect this may cause, that is in whole or in part caused by, due to or related to an event of Force Majeure, provided that O2O Renewables uses reasonable efforts to mitigate the effects and resume performance as soon as reasonably possible. If such an event continues for a period that materially affects the purpose or operation of Component Connect, O2O Renewables may modify, suspend or terminate Component Connect, in whole or in part, with immediate effect.
• 11.10 The total aggregated liability for O2O Renewables for all damages and negative effects that a User may suffer or experience in one or more circumstances without limitation in time is limited to EUR five thousand (5 000).

12. Indemnification

• 12.1 To the extent permitted by applicable law, each User agree to indemnify and hold harmless O2O Renewables (including its parent companies, subsidiaries, affiliates, representatives, officers, agents and employees) from and against any claims, damages, losses, costs and expenses, including reasonable legal fees, arising out of or related to: (i) User's breach of the Terms; (ii) User's use of Component Connect in violation of applicable law; or (iii) User's content or conduct infringing or being suspected to infringe any third-party rights. This indemnity applies to all damages and losses that are reasonably connected to such breach or violation.
• 12.2 The undertaking in clause 12.1 shall continue to apply without any limitation in time, also after User no longer has any access to Component Connect, regardless of cause, without limitation in time.
• 12.3 No User has any responsibility towards any other User for the accuracy or completeness of any Content or listing beyond what is expressly stated in any Transaction and shall have no liability in any manner or to any extent for any damages that any User may suffer from using Contents outside the context of any Transaction.
• 12.4 Each User is liable for all damage that any breach of the Terms by the User may inflict or otherwise cause upon another User. This liability shall be limited to direct damage because of the breach. There is no liability for any form of indirect or consequential loss or damage of any nature whatsoever, including, but not limited to third party claims, economic loss or other loss of business, production, revenue, profit, goodwill, loss of data and anticipated savings or tax mitigation or similar losses.

13. Data Protection

• 13.1 Each User acknowledges and understands that O2O Renewables may collect, process and store personal data regarding the User and any person related to the User in relation to Component Connect.
• 13.1.1 By seeking access to Component Connect, each User consents to O2O Renewables' registration of personal data regarding User as well as all other data provided by User.
• 13.2 It is the responsibility of each User to ensure and obtain consent to all handling, collection, processing, and storage of personal data concerning User and any person related to or acting on behalf of User.
• 13.3 Each User is responsible for ensuring that all personal data that the O2O Renewables receives is correct, collected and transmitted to O2O Renewables in a legal manner and does not contravene any applicable laws regarding personal data.
• 13.4 Each User shall indemnify all other Users and O2O Renewables for any damage that other Users or O2O Renewables may suffer due to the failure to obtain the required consent regarding the collection, processing, and storage of personal data concerning Users and their related persons and representatives.

14. Miscellaneous

• 14.1 The Terms are valid without any geographical limitation and shall continue in force for as long as Component Connect exists.
• 14.2 If the Terms are available in other languages than English and in case there is a discrepancy between the different language versions, the content of the English version shall prevail.
• 14.3 The Terms belong to O2O Renewables and may not be reproduced, copied, distributed, or otherwise handled without O2O Renewables' prior written consent.
• 14.4 The Terms contain the entire agreement and understating between all Users and O2O Renewables regarding Component Connect and supersedes any prior discussions, understandings and/or agreements, except as what follows from clause 3.6.
• 14.5 Each User and O2O Renewables reserves all rights not expressly granted to another User O2O Renewables in the Terms.
• 14.6 Nothing in the Terms shall be construed as creating any partnership, agency relationship, joint venture or employment relationship between Users or between Users and O2O Renewables.
• 14.7 No User or O2O Renewables has the right to bind any other User or O2O Renewables, enter into agreements in its name or otherwise create any liability or obligation for another User or O2O Renewables by fulfilling its obligations or exercising its rights under the Terms or in other ways.
• 14.8 No User is entitled to transfer or pledge, whether fully or partially, any of the rights and obligations that are expressed in the Terms or to any third party without the prior written approval of O2O Renewables.
• 14.9 O2O Renewables may transfer its rights and interests in Component Connect to any third party without any restriction and without the prior consent of any User, in which case all Users, jointly and individually, understand, acknowledge, and agree that the Terms shall remain in force with no restriction, limitation or amendment whatsoever and with the new owner taking the place of O2O Renewables.
• 14.10 If any provision of the Terms is or becomes invalid, illegal or unenforceable, in full or in part, it shall not mean that the Terms as a whole is invalid but shall to the extent that it materially affects a User's exchange of or performance under the Terms be deemed modified to the minimum extent necessary to make them valid, legal and enforceable. If such modification is not possible, the relevant provision or part of provision shall be deemed deleted.
• 14.11 A waiver of any right or remedy under the Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default of the Terms.
• 14.12 A failure or delay by any Party to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that right or any other right or remedy, nor shall it prevent or restrict any further exercise of that right or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy under the Terms.

15. Governing Law and Disputes

• 15.1 The Terms and the relationship between O2O Renewables and Users shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws principles or regulations.
• 15.2 In the event of any dispute between O2O Renewables and a User (“Disputing Parties”) arising out of or in connection with the validity, construction, performance or termination of the Terms, which cannot be resolved by an amicable settlement between the Disputing Parties, the Disputing Parties agree to submit the matter to settlement proceedings under the ICC Alternative Dispute Resolution Rules (“ADR Rules”). If the dispute has not been settled pursuant to the said ADR Rules within 90 days following the filing of a Request for ADR or within such other period as the Disputing Parties may agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed pursuant to the said Rules of Arbitration. The arbitration decision shall be final and binding on Disputing Parties. The seat and place of arbitrations shall be London. The language to be used in the arbitral proceedings shall be English.