Terms and Conditions of Service

Last Updated: June 2023

Welcome to Opna (Formerly known as SALT)!

The following Terms of Service ("Terms") of SALT Global TECH Ltd (‘Opna’) a company incorporated and registered in England and Wales with company number 13944072, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, govern the access and use of the website https://www.opna.earth and the services provided or accessible through the website, https://app.opna.earth/ (as well as possible subdomains, associated websites,and services) (collectively referred to as the "Service") provided and operated by Opna.

Please read these Terms carefully, and in full, before using the Service.

1. Scope of Terms
   1. These Terms govern the legal relationship between Opna and any third party using the Service (each such third party, a “User” and together, the “Users”) regarding the use of the Service. Opna and the User, the “Parties” and each of them a “Party”.
   2. Access to the Service is only available to a User, who has registered for the Service by creating a User account (the “User Account”). The registration for the Service is carried out in accordance with these Terms, which are disclosed to the potential User of the website during registration (they are asked to ‘check’ a box to indicate acceptance of terms and conditions) and need to be accepted by the potential User.Upon checking the box, while creating the new account, these Terms are concluded between Opna and the User. A User who does not accept and agree to these Terms may not use the Service. As part of the registration for the Service, an email is sent to the potential User of the website to confirm the identity of the email address of the potential User. With the verification from the email sent to the potential User, the potential User confirms the identity of the respective email address.
   3. Opna has the right to change the services or this agreement at any time without prior notice, whether as a result of changes in law, rule, regulation, regulation or policy, or otherwise. Therefore, each time you access or use the Service, you should visit and review the then-current agreement. Your continued access and/or use of the platform and/or the services constitutes acceptance of such changes. If you have any questions or concerns regarding these Terms, please contact us at ask@opna.earth
   4. Specific services as part of the Service provided by Opna (the “Specific Services”) and additional services available and/or accessible through the Service offered by third-parties (the “Additional Services”) may be subject to the provision of additional information by the User and/or additional terms and conditions of Opna or the respective third-party service provider, as the case may be, (the “Additional Terms”). A User may therefore be asked to accept Additional Terms when accessing Specific Services or Additional Services through the Service.
   5. If and to the extent that the Additional Terms or other more specific terms of use conflict with these Terms, then the Additional Terms or the other more specific terms of use will prevail. Neither these Terms, nor the creation of a User Account, nor the provision and/or use of the Service constitute an obligation of Opna to provide, or the right of the User to demand from Opna or any third party service provider, the provision of, the Specific Services or Additional Services to the User.
2. Registration and User Accounts
   1. The registration is only available to legal persons other than natural persons. The registration and creation of the User Account shall be carried out by a named and authorized natural person.
      A User must be at least 18 years old and capable of forming a binding contract to use the Service.
      By using the Service, the User represents and warrants that they meet these eligibility requirements. If the User is using the Service on behalf of an entity, they represent and warrant that they have the authority to bind that entity to these Terms.
   2. The User is obliged to provide complete and correct information requested during the registration process. The User is obliged to notify Opna of any changes thereto without undue delay by entering / updating them into their User Account. Opna may, at its discretion (acting reasonably), require additional information or documentation in respect of a User in connection with the registration and the User Account. Opna reserves the right not to proceed with the User’s application until such information and / or documentation has been provided.
   3. Opna may, at its own discretion, refuse registration without giving reasons.
   4. The User is responsible for the secure storage of its login data in the form of the individual combination of email address and password. The User must exercise every possible care and take all appropriate precautions to ensure that unauthorized persons do not gain knowledge of its individual combination of email address and password. In particular, the User may not store or record, electronically or in any other form, its individual combination of email address and password together with its other documents regarding Opna. The User must choose a personal individual combination of email address and password in such a way that it cannot be easily identified by unauthorized persons (trial-and-error).
   5. A User who has registered itself on for the Service with its email address and password may not leave the device through which the registration was made unattended. In the event of a breach of the aforementioned code of conduct, the User shall be liable for all risks and damages associated therewith.
   6. If a User discovers that its individual combination of email address and password has become known to unauthorized persons or that its User Account has been used without authorization, the User is obliged to notify Opna immediately and – if possible – to change its individual combination of email address and password without delay. If the latter is not possible, Opna will , as soon as practicable, upon receipt and acknowledgement of the relevant notification and after verification of identity during normal business hours block the access of the User to its account until further notice.
   7. All declarations made via the User Account are attributed to the User. Opna is entitled to rely on any declaration made via the User Account to have been made by the User, unless Opna is notified by an authorized natural person on behalf of the User that the named natural person is no longer authorized to represent the User. Opna is not required to verify any other credentials but the Access Information.
   8. Opna reserves the right to delete User Accounts that were created with one-time email addresses (so-called ‘disposable addresses’) as well as User Accounts with incomplete registrations after a reasonable period of time or User Accounts that have not been used for a longer period of time. Before deleting such a User Account, Opna will inform the User within a reasonable time prior to any such deletion and allow the User to take the necessary actions to prevent the deletion of its User Account.
   9. Opna reserves the right to not accept User accounts created with ‘public’ email addresses such as gmail, yahoo etc.
   10. Opna conducts a Know Your ‘projects’ and ‘customers’ process; in this process, we also check whether the companies using the Service are appropriate for the Service. We reserve the right to exclude Users and companies from using the service or not to approve them if they do not meet the requirements.
   11. The Service can only be accessed via a web browser running on a computer or mobile device with an internet connection. Other access methods are not supported.
3. Service Availability
   1. Opna shall make the Service available, or arrange for the Service to be available, to Users pursuant to these Terms for 24 hours a day, 7 days a week, except for:
      • planned downtime (of which Opna shall give advance notice), and
      • any unavailability caused by circumstances beyond Opna’s reasonable control, including, for example, force majeure, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Opna’s employees), internet service provider failure or delay, or denial of service attack
4. IP and Limited License
   1. Opna hereby grants to the User a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable right to use the Service in accordance with these Terms for the duration of the User’s access to the Service.
   2. The Service contains data, content and information of all kinds that are protected by trademark and/or copyright in favor of Opna or in individual cases also in favor of third parties. The User may not delete, remove or in any way obscure any proprietary notice of Opna on any copy of the Service. It is not permitted to download, reproduce and/or distribute the Service in whole or in part. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Opna name or any of the Opna trademarks, logos, domain names or other distinctive brand features
   3. Opna reserves the right to permanently evolve, develop and make changes to the Service.
5. Content
   “Content” means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Service
   1. User-Generated Content: Users may submit various forms of content, including listings, photos, comments, and messages (‘User Content’). Users retain ownership of User content, but by submitting it on the Service, the User hereby grant Opna a non-exclusive, worldwide, royalty-free license, during and after the term of this agreement, to a) use, display, reproduce, and distribute User content for the purpose of operating and promoting the Service b)to transmit, communicate and distribute User Content to companies interested in transacting with you, your projects, with whom the User may or may not have a business relationship, including for purposes of entering into transactions with the User, and to use User Content for any internal purpose, including for improving client experience with and enhancing the Service. You also hereby grant Opna a worldwide, irrevocable, transferrable, assignable, royalty-free right and license to, during and after the term of this Agreement, directly and through agents and contractors to aggregate, perform analytics on, compile, create derivative works from, use, distribute, sub-license, disclose and sell for our own and our affiliates' benefit User Content on an anonymized and aggregated basis together with such information from other users of the Platform
   2. Opna's Content: The Service may contain proprietary content owned or licensed by Opna. You may not modify, distribute, reproduce, or create derivative works based on Opna's content without prior written permission.
6. Obligations and responsibilities
   1. Each User shall:
      • Use the Service properly and refrain from any use for improper and/or illegal purposes; in particular, the User shall not:
      • upload, store or make available on the Service any data, data collection, databases or software functionalities to others which contain malicious software or which violate industrial property rights or trade secrets of third parties;
      • use the Service in a manner that significantly restricts or prevents the use of the Service by other Users; and
      • upload any criminal, immoral, inciting, defamatory or otherwise illegal content on the Service and/or make it available to other Users.
      • Implement, operate and maintain at its own expense all technical prerequisites (hardware, software, and telecommunications) to use the Service in accordance with these Terms within its area of responsibility as laid out in these Terms.
      • Permit only individuals access to the Service who are authorized by the relevant User to act in the name and on behalf of the User in respect of any action (including the submission and receipt of declarations of intent) on the Service.
      • Adhere to any applicable security standards and any applicable service levels, including without being limited to any password protection measures.
      • Promptly provide, at its own cost and expense, all information within its possession or control that is reasonably requested by Opna to enable Opna to comply with applicable law or to comply with an information request from a regulator, any other governmental body, regulatory or supervisory authority or a court. All information disclosed by Users will be subject to the obligations of confidentiality under these Terms.
      • Raise any concern about the operation of the Service or conduct of another User, without undue delay with Opna, who may invoke an investigation and deliver a decision on the issue.
      • Conduct any form of systematic or automated data collection related to the Service except for the storage of content as foreseen by the functionality of the Service.
      • Copy, duplicate, download, publish, transmit or otherwise reproduce, transfer, distribute, store, aggregate, or otherwise use in any form or by any means any content from the Service in any manner that differs from the functionality of the Service.
      • Promptly notify Opna of any missing qualities or of any defects of the Service (notice of defect) describing the missing qualities or the defects and, in the latter case, providing all information conducive to correction of the error to the extent available to the User.
      • Be responsible for ensuring that all information provided by it in connection with the use of the Service, in particular the creation of a User Account is complete, true and accurate and shall, for the duration of its access to the Service, update such information promptly upon being aware of any changes thereto.
      • Be responsible for ensuring that it, or anyone carrying out its obligations under these Terms on its behalf, comply with any applicable law governing the access and use of the Service.
      • Review all information displayed on, and ensure that all data submitted to the Service is complete, accurate and not misleading.
   2. No User may directly or indirectly:
      • Use or access the Service for any purpose other than a purpose expressly agreed on under these Terms or expressly approved by Opna.
      • Use or access the Service in a manner that damages or adversely affects the reputation of Opna.
      • Use or access the Service in a manner that causes, or would cause, Opna to breach any applicable law, or any legal duty or obligation to any person.
      • Use the Service to create any software, product or system that is similar to the Service.
      • Use the Service in violation of any law or regulation or rights of any person, included but not limited to intellectual property rights.
      • Disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Service or part thereof (unless expressly disclosed by Opna).
      • Use or access the Service in a manner that may impact the stability of Opna’s system or may interfere in any way with the performance of Opna’s system.
      • Use the Service in a manner that breaks or circumvents any of Opna’s technical, administrative, process or security measures or that disrupts or degrades the performance of the Service or that tests the vulnerability of Opna’s systems or networks.
      • Transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any of Opna’s system or data.
      • Sub-license, sell, lease, loan or transfer the Service or any Access Information or derive revenues from the use of the Service whether for direct commercial monetary gain or otherwise.
      • Use automated software mechanisms (such as robots, crawlers, spiders, scrapers) in connection with the Service.
      • Provide false, incomplete or misleading information or realize fraudulent intentions.
      • Use existing technical or conceptual errors of the Service to circumvent access blocks, legal prohibitions and/or to harm third parties.
      • Distribute lewd, offensive, sexually explicit, obscene or defamatory content.
      • Disseminate content that is likely to promote or support racism, bigotry, hatred, physical violence or unlawful acts, whether implicitly or explicitly.
      • Harass other participants, e.g. by contacting them personally several times without or against the apparent will of the other participant, unless the participant is demonstrably pursuing legitimate interests of his or her own.
      • Take any other actions that are likely to impair the smooth operation of the Service.
      • Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity.
   3. In the event of a violation of Sec. 6.1 or 6.2, Opna is entitled to block inadmissible content or content objected to by third parties or to block the User Account to a reasonable extent from further use until the facts of the case have been clarified. Opna’s termination right pursuant to Sec. 10 remains unaffected.
   4. It is impossible to rule out software errors under all conditions in which software is used. Opna will endeavor all reasonable efforts to ensure that its Service is generally usable and operational in conformity with these Terms.
   5. Scope of Opna’s Obligations
      • For project developers seeking financing. We are not obligated to introduce you to anyone connected to Opna's platform, including but not limited to corporations, financial investors and other affiliates.
      • For companies interested in financing projects or entering into transactions with them via our platform: We do not make recommendations or guarantee the accuracy of information provided by the projects, their developers or other opportunities offered by the service. In particular, we do not act as an investment adviser to any corporate or investor and no part of the Service is intended to constitute investment advice.
7. Limitation of Liability, Indemnification and Disclaimers
   1. Opna shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, the Service if such delay or failure results from events, circumstances or causes beyond Opna’s reasonable control.
   2. The User shall indemnify and hold harmless Opna and its affiliates for and from any liabilities, losses, demands, damage, expenses and costs(including attorney’s costs and legal feees) (together, the “Indemnification Claims”), including without being limited to (a) use of or access to, or inability to use or access, the Service, any Content or any Services, (b) violation of any of the terms of this Agreement, and/or (c) Your Content d) third party claims, directly or indirectly caused by any breach of these Terms by the User or its legal representatives
   3. Opna does not guarantee the accuracy, completeness, or reliability of any content on the Service. Users use the Service at your own risk.
   4. Opna shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Service or these Terms.
   5. Opna does not endorse, warrant, or guarantee the goods or services offered by Users on the Service. Any transactions conducted are solely between the Users involved.
8. Remuneration
   The remuneration of Opna can be subject to Additional Terms agreed between the User and Opna.In particular, for project developers seeking financing, the additional terms will be governed by ‘Sourcing Partnership Agreement’ and for enterprises or businesses seeking to procure/finance carbon benefits, the additional terms will be governed by ‘Financing Partnership Agreement’.
9. Electronic Communication
   1. With the creation of a User Account, all communication between Opna and the User in connection with these Terms may be made in electronic form via an inbox or by unencrypted email, unless otherwise expressly stated in these Terms or required by law. Emails to Opna shall be sent to ask@opna.earth and emails to the User shall be sent to the email address provided by the User for their User Account. Declarations will not be sent to the User additionally in paper form, unless there is a legal obligation to do so. The User agrees with this way of communication.
   2. Any electronic communication made in connection with these Terms will be effective only when actually received in readable form.
   3. Any electronic communication which becomes effective, in accordance with Sec. 9.1 and 9.2 above, after 5.00 p.m. in the place of receipt shall become effective on the following business day.
   4. The User is obliged to regularly check the messages received in its inbox or by email. The User must inform Opna immediately of any discrepancies and irregularities in any communications of Opna, but at the latest within two weeks following receipt.
10. Duration and Termination
    1. These Terms apply for an unlimited period of time subject to termination pursuant to this Section.
    2. Each of Opna and the User may at any time terminate the agreement concluded by these Terms in writing (email or letter). The right to terminate the agreement concluded by these Terms with immediate effect or an important reason shall remain unaffected.
    3. In addition, Opna may terminate and/or revoke the User’s access to the Service with immediate effect in the event of improper use of the Service. Such improper use shall include, but shall not be limited to:
       • any violation of material provisions of these Terms by the User;
       • any use of the Service that is illegal, misleading, infringing other parties’ rights (including intellectual property rights);
       • any use of the Service that may otherwise than pursuant to paragraph (b) damage or adversely affect Opna’s reputation;
       • any excessive resource usage that may impact the stability of Opna’s system or may interfere in any way with the performance of Opna’s system.
    4. Upon the termination of these Terms becoming effective:
       • Opna shall make all relevant content available in a standard data format to the User for export or download and shall notify the User accordingly. After 30-days of the User’s receipt of such notification, Opna shall have no obligation to maintain or provide any content to the User.
       • The User shall delete any software required to operate the Service (as updated from time to time) from its systems and shall confirm such deletion to Opna in writing (email included).
       • Opna shall continue to be entitled to use and store the User’s content for as long as and to the extent required under applicable laws and regulations.
11. Data Protection
    • By acknowledging and accepting these Terms, the User expressly authorizes Opna to collect, store, process, forward and use personal and company related data of a User, in each case in accordance with all current and applicable UK and European data protection rules.
    • The User has the right to object to the processing or use of this data for advertising, opinion research or market research purposes at any time and free of charge. Upon request, the User shall receive information about the data stored about it at any time.
    • The User is entitled, at any time and free of charge, to revoke the consent contained in the Privacy Policy with effect for the future by sending an email to Opna. Any statutory retention obligations, shall remain unaffected by the User’s revocation.
    • Further information and details on data protection can be found in Opna’s Privacy Policy available on https://opna.earth/privacy
12. Confidential information
    • In relation to any information (written or oral) which is used in or otherwise relates to that Party’s business, customers or financial or other affairs whether or not marked ‘Confidential’ (“Confidential Information”) accessed by or disclosed to any Party (“Recipient”) by or on behalf of another Party (“Disclosing Party”) by, during or in connection with using the Service, the Recipient undertakes to the Disclosing Party:
      • to keep all such Confidential Information confidential;
      • not to use any such Confidential Information for any purpose other than the purpose for which it is supplied;
      • not to disclose any such Confidential Information except to its employees or agents if and to the extent they need to know such Confidential Information to perform the Recipient’s obligations or in connection with the proper operation of the Service provided always that they will not use any such Confidential Information for any purpose other than the purpose for which it is supplied;
      • to use its best endeavors to prevent the disclosure of any such Confidential Information by any third party without the prior written consent of the Disclosing Party except for disclosure to access by the Recipient’s professional advisers or as may be required by law or any legal or regulatory authority;
      • to use a reasonable degree of care to protect all such Confidential Information and in any event not less than the degree of care which the Recipient uses to protect its own Confidential Information.
    • The obligations of confidentiality under this Clause will not apply to any Confidential Information to the extent that the information:
      • is in, or comes into, the public domain other than as a result of a breach of this Section or any other duty of confidentiality relating to such information;
      • was, is or becomes available to the Recipient on a non-confidential basis from a person who is not bound by any obligation of confidence in respect of, or otherwise prohibited from disclosing, such information to the Recipient;
      • was known to the Recipient before its disclosure by the Disclosing Party; or
      • is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.
    • Each Party will be permitted to disclose any Confidential Information to the extent it is required to do so:
      • to enable the Recipient to perform its obligations, or exercise its rights;
      • by any applicable law or by any court, arbitral or administrative tribunal in the course of proceedings before it, any government agency or regulatory body lawfully requesting the same or by the regulations of any stock exchange provided that (to the extent not prohibited by law or order of court, arbitral or administrative tribunal, government agency or regulatory body, or stock exchange regulation) the Recipient promptly notifies and consults with the Disclosing Party in advance in relation to the timing and content of such disclosure; or
      • in order to give proper instructions to any professional adviser of the Recipient who has an obligation to keep such Confidential Information confidential.
    • The Recipient will comply promptly with any and all reasonable instructions given by the Disclosing Party, from time to time, in connection with the use of all or any of the Confidential Information of or relating to the Disclosing Party.
    • The Recipient will not acquire any right in, or to title to, any Confidential Information belonging or relating to the Disclosing Party.
    • The obligations in this Section will survive the cessation of the Disclosing Party’s and/ or the Recipient’s right to use the Service.
13. Rules of Interpretation
    • Any reference to these Terms shall be construed to include a reference to these Terms as amended or varied from time to time.
    • Unless otherwise specified, references in these Terms to any Section shall be construed as references to such Section of these Terms.
    • Any reference to a legal provision shall be construed as a reference to it as it is in force from time to time, taking into account any amendment, extension or reenactment and includes the legal provision which it amends, extends or reenacts.
    • The clauses and terms referenced in the Sourcing Partnership Agreement and Financing Partnership agreement are separate and are not to be construed as part of these ‘Terms’
14. User Responsibility for Accurate Information
    • Users are responsible for providing accurate, truthful, and up-to-date information when using the Service, including during the registration process and while creating listings.
    • Opna reserves the right to verify the information provided by Users and may request additional documentation or proof of identity. If Opna determines, in its sole discretion, that any information provided by a User is false, misleading, or inaccurate, Opna may take appropriate actions, including but not limited to suspending or terminating the User's access to the Service with immediate effect.
    • Opna shall not be liable for any losses or damages incurred by Users or any third parties due to reliance on inaccurate or false information provided by Users
15. Use of Company Name and Logo
    • By using the Opna Service, you grant Opna the right to use your company name and logo for the purpose of identifying you as a customer of Opna. This includes, but is not limited to, using your company name and logo in marketing materials, case studies, presentations, press releases, and on the Opna website.
    • Opna agrees to use your company name and logo in a manner that is reasonable and consistent with standard industry practices. If you have any specific guidelines or restrictions regarding the use of your company name and logo, please provide them to Opna in writing.
    • Opna shall not transfer, sell, or license your company name and logo to any third party without your prior written consent.
16. Marketing Communications

    By signing up for an account on the Service, you agree to receive marketing communications from the Company via email. These communications may include promotional offers, updates, newsletters, and other information related to the Service and its services.

17. Opting Out

    You have the right to opt out of receiving marketing communications from the Company at any time. You can do this by following the instructions provided in the emails or by contacting our customer support team. Even if you choose to opt out, you may still receive important administrative messages related to your account and the Service.

18. Miscellaneous
    • No Party other than Opna may assign, novate or transfer in any way, or charge the benefit of, any of its rights, liabilities or obligations on a temporary or permanent basis to any third party.
    • Should one or more provisions contained in these Terms prove to be invalid or unenforceable, this shall not affect the validity of the remaining obligations. This also applies to any gaps. Instead of the invalid or unenforceable provision, or to fill a contractual gap, the Parties obligate themselves to replace the provision in question, or fill the contractual gap, with a provision that comes closest to the intended economic purpose of the provision in question or, as the case may be, the contractual gap.
    • The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (including a dispute regarding the existence, validity or termination).

Thank you for using Opna!