Terms of Use

1. Introduction#

Welcome to the Infra-Backer platform. These terms of use ("Terms") govern your use of the Infra-Backer website and platform ("Platform") and all of the data, information, tools, resources, project listings, analytics, map visualisations, and other content that we publish, refer to, or include on or within it ("Content").

1.1 Definitions

References in these Terms to:

• "we", "us" and "our" are references to Infra-Backer Limited, a company registered in England and Wales (company no. 17455512), whose registered office is at 128 City Road, London, EC1V 2NX, United Kingdom;
• "you" or "your" are to you and any organisation on behalf of whom you are using the Platform, whether as a visitor or registered user;
• "use" or "using" includes using, accessing, viewing, downloading, printing, copying, replicating, or adapting;
• "Registered User" means any individual who has been approved by our administrators to access the authenticated areas of the Platform;
• "Broker Fee" means the fee payable to Infra-Backer by a project developer at the point of shortlisting in order to unlock the identities and contact details of interested investors and progress the project, as further described in Section 6.4;
• "Premium Insights" means the optional paid subscription providing access to premium features of Infra-Analytics and, if we introduce them, of Infra-Maps;
• "Advisor Subscription" means the optional paid subscription that enables advisors to view and express interest in advisory opportunities published on the Platform;
• "Featured Listing" means the optional paid promotion of an individual project listing for a fixed period;
• "Data Content" has the meaning given in our Notice of Disclaimer, and includes the data, analytics, statistics, charts, maps and other content provided through Infra-Analytics and Infra-Maps;
• "Listing Information" has the meaning given in Section 4.3;
• "Permitted Recipients" has the meaning given in Section 4.5;
• "including", "include" and words and expressions having a like meaning or nature shall mean including without limitation.

1.2 Acceptance of Terms

By using our Platform, becoming a Registered User, or using any of the Content, you confirm that you have read and accepted these Terms, which constitute a legally binding agreement between you and us. Where you are using our Platform on behalf of an organisation, your acceptance of these Terms confirms that you are authorised to accept these Terms and make an agreement on behalf of such organisation.

If you do not wish to accept these Terms, you must not proceed to use our Platform or our Content. If you do use our Platform or our Content, you agree that you do so on these Terms.

We recommend that you read these Terms carefully and retain a copy for your records. These Terms incorporate our Notice of Disclaimer, which applies to Data Content. They should be read alongside our Privacy Policy and Cookie Policy, which explain how we handle personal data and use cookies.

2. About Us#

The Platform is operated by Infra-Backer Limited. We are a private limited company registered in England and Wales (Company number: 17455512), with our registered office at 128 City Road, London, EC1V 2NX, United Kingdom.

3. Changes to the Terms#

We may revise these Terms from time to time by amending this page. Subject to the paragraph below, amendments take effect from the date they appear on our Platform.

Where we make a material change, we will notify Registered Users by email and through the Platform at least 30 days before it takes effect, unless the change is required by law or relates only to a new feature, in which case it may take effect sooner. If you do not agree to a change, you may stop using the Platform and, if you hold a paid subscription, cancel it before the change takes effect, in which case we will refund any fees you have prepaid for the period after cancellation. Your continued use of the Platform after a change takes effect constitutes acceptance of it.

We recommend that you check this page from time to time so that you are aware of any revisions we make to these Terms.

4. Your Use of Our Platform#

The Platform is a business-to-business service intended for infrastructure project developers, investors, advisors, and researchers seeking to connect, share information, and transact in the infrastructure investment market.

Access to our Platform is permitted on a temporary basis. We may, without notice, suspend, withdraw, discontinue, or change all or any part of our Platform, the Content, or your access to either. We will not be liable to you if we do so or if for any reason our Platform is unavailable at any time or for any period. If we permanently discontinue a paid feature, we will refund any fees you have prepaid for that feature for the period after it is discontinued.

4.1 Licence

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable licence to use the Platform and the Content for the purposes of your own trade, business, profession or academic research in connection with the development, financing, acquisition or operation of, advice on, or study of infrastructure projects and markets (the "Permitted Purpose"). Any use of the Platform or the Content that is not permitted by this Section 4 requires our prior written consent.

4.2 Your Own Information

Nothing in this Section 4 restricts your use of information that you have provided to the Platform yourself.

4.3 Listing Information

"Listing Information" means any information about a project, financing requirement, service request, organisation or person that another user makes available through Infra-Pipeline and that is not otherwise publicly available, including the identities and contact details of investors unlocked at shortlisting.

You may use Listing Information only to evaluate, pursue, advise on or respond to the specific opportunity to which it relates. You may disclose it only to Permitted Recipients who need to know it for that purpose and who are bound by obligations of confidentiality no less protective than those in these Terms. You must not publish Listing Information or use it for any other purpose.

Contact details unlocked through the Platform may be used only to contact the relevant person about the relevant opportunity, and must not be added to any marketing or mailing list.

4.4 Data Content

You may use Data Content for the Permitted Purpose. You may also:

1. include insubstantial extracts of Data Content, such as images of individual maps or charts and figures drawn from them, in documents you prepare for the Permitted Purpose, and share those documents with Permitted Recipients; and
2. cite insubstantial extracts of Data Content in research, reports, articles or presentations that you publish,

provided that, in each case, the extract is accompanied by the attribution "Source: Infra-Backer" and any third-party attribution displayed with it on the Platform, the extract does not include Listing Information, and you do not present any extract, alone or combined with other extracts, as a dataset or in a way that substitutes for access to the Platform. Section 7 explains how data made available under an Open Licence is treated.

4.5 Permitted Recipients

"Permitted Recipients" means:

1. your directors, officers, employees and contractors and, where you are an academic researcher, your research institution;
2. your professional advisers; and
3. in connection with a specific project, transaction, engagement or piece of research, your actual or prospective co-investors, funders, lenders, joint-venture partners and transaction counterparties and, where you are acting as an advisor, the client on whose behalf you are acting.

By way of example, an investor may share material with its investment committee, a developer with its board and prospective funders, an advisor with the client it is advising on a specific mandate, and a researcher with its research team. You are responsible for any use of Content by your Permitted Recipients as if it were your own use.

4.6 Restrictions

You must comply with the Content Standards set out in Section 8 and with all Platform policies contained or referred to in these Terms. You must not remove, adapt, alter or obscure any Content, including copyright and other proprietary notices, attributions or disclaimers. In particular, you shall not:

• use the Platform in any way that breaches applicable local, national, or international law;
• breach any of our rights, or those of third parties;
• breach our or third-party intellectual property rights (including copyright, trademarks, and database rights);
• disassemble, decompile, reverse engineer, or otherwise attempt to discover any source code or underlying data contained in the Platform or the Content, except to the extent that applicable law does not permit this restriction;
• submit unlawful, objectionable, defamatory, obscene, inappropriate, false, inaccurate, or misleading content or information to us or the Platform;
• use the Platform in a way that causes, or is likely to cause, the Platform or any access to it to be interrupted, damaged, or impaired;
• bypass measures used to prevent or restrict your access to the Platform; or
• collect or harvest information about any user, other than as permitted by Section 4.3.

If you submit information to us, you warrant that you have the right to submit it, that it does not infringe the rights of any third party, and that it does not contain confidential information or personal data you are not authorised to provide.

4.7 Automated Access and Data Extraction

Except as expressly permitted by these Terms or with our prior written consent, you must not, and must not permit or assist any other person to:

1. access or query the Platform, or request any Content from it (including project listings, Data Content, map tiles, map layers, coordinates and any other data the Platform returns to a browser), using any robot, spider, scraper, crawler, headless browser, script, browser extension or similar automated means;
2. access any application programming interface, endpoint or data feed of the Platform other than through the user interface we provide, or use any access token or key issued for the Platform (including any mapping token) outside the Platform;
3. circumvent, disable or interfere with any rate limit, usage limit, access control, bot detection, security check or other technical measure on the Platform;
4. share your login credentials or allow any person other than you to access the authenticated areas of the Platform through your account;
5. systematically copy Content by manual means with the intention of compiling all or a substantial part of it;
6. extract or re-utilise all or a substantial part of the Content, or repeatedly and systematically extract or re-utilise insubstantial parts of it; or
7. use any Content to build, train, test or improve any database, dataset, product, service or machine-learning or artificial-intelligence model or system, or to create any product or service that competes with the Platform.

Paragraphs (a) to (d) govern how you access the Platform and request Content from it. They apply to all Content, including data made available under an Open Licence, and obtaining any Content in breach of them is a breach of these Terms whatever licence applies to that Content. Paragraphs (e) to (g) apply to data made available under an Open Licence only as set out in Section 7.

Nothing in this Section 4.7 prevents general-purpose search engines from indexing the publicly accessible pages of the Platform in accordance with our robots.txt file, or restricts any act which cannot lawfully be restricted by contract.

4.8 Breach of This Section

We monitor use of the Platform, and we apply usage limits to the Infra-Maps features which are the same for every account. If your use of the map features exceeds those limits, we may ask you to complete a security check, or restrict your access to the map features until we have reviewed it. Subject to Section 7, if you obtain or use Content in breach of this Section 4, you must promptly delete it on our request and in any event when your access to the Platform ends. We may suspend or terminate any account we reasonably suspect of breaching this Section 4. You acknowledge that damages alone may not be an adequate remedy for a breach of Sections 4.3 to 4.7, and that we may seek injunctive or other equitable relief in addition to any other remedy.

5. Registration and User Accounts#

5.1 Registration Process

To access the authenticated areas of the Platform, you must register for an account using a valid business email address. All registration applications are subject to review and approval by our administrators. We reserve the right to reject any application at our sole discretion. By registering, you confirm that you are at least 18 years old and that you are using the Platform for the purposes of your trade, business, profession or academic research, and not as a consumer.

You must ensure that any information you provide in your application is true, accurate, complete, and up-to-date. If this information changes, you must promptly update your account details or notify us.

5.2 User Roles

When registering, you must select a single user role: developer, investor, advisor, or researcher. Each role carries different entitlements and responsibilities within the Platform. Your role is assigned by our administrators upon approval. Users are unable to change their role once assigned.

5.3 Account Security

We employ email verification at registration for all accounts. You are required to verify your email address before you can access the Platform. We also employ mandatory two-factor authentication (2FA) via authenticator app for all accounts. You are required to set up 2FA upon first login and must use it for all subsequent logins.

You must keep your login credentials and 2FA device confidential and not disclose them to any third party, nor use or attempt to use a third party’s credentials to gain access to the Platform. If you know or suspect that anyone other than you knows your credentials or has access to your account, you must promptly notify us.

We have the right to disable any user account at any time and without notice if, in our reasonable opinion, you have failed to comply with any provision of these Terms. This right is in addition to any other rights or remedies we may have as a result of your breach.

6. Platform Services and Features#

6.1 Infra-Pipeline

Infra-Pipeline is our transactional marketplace enabling project developers to list infrastructure projects and investors to discover, evaluate, and engage with those opportunities. Features include dashboards, project / service request listings, engagement workflows, and expressions of interest.

Where you list a project, you confirm that you are entitled to disclose its location and the other information you provide. We may display project locations at reduced precision, or approximately, to protect the confidentiality of sites.

6.2 Infra-Analytics

Infra-Analytics is intended to provide market intelligence derived from publicly available infrastructure databases. This feature is being introduced and currently displays a preview ("coming soon") to Registered Users. When it becomes generally available, basic analytics will be available to all Registered Users and full analytics capability will require a Premium Insights subscription.

6.3 Infra-Maps

Infra-Maps provides interactive maps of energy and digital infrastructure assets and of international investment flows, with optional overlays of electricity grid and oil and gas pipeline networks. It is available to all Registered Users on the same terms. A map of projects listed on Infra-Pipeline is being introduced and currently displays a preview ("coming soon"). Use of Infra-Maps is subject to the usage limits described in Section 4.8. Infra-Maps is powered by Mapbox, and each map shows the sources and licences of the data it displays.

6.4 Broker Fees

The Platform is remunerated primarily through a broker fee. The broker fee is the only charge collected on the Platform in connection with a transaction: when a developer chooses to shortlist interested investors, the developer pays the applicable broker fee in order to unlock the investors' identities and contact details and move the project to shortlisted status. The fee is calculated by reference to the value of the relevant funding components and is presented to the developer before payment is taken. The Broker Fee is earned when the investors' identities and contact details are unlocked and is non-refundable, including where an investor later withdraws or funding is not secured, except where the law requires otherwise. Fees are charged in the currency shown on the Platform at the time of payment. Fees are exclusive of VAT, which will be added where applicable.

6.5 Subscriptions and Optional Paid Features

In addition to the broker fee, the Platform offers the following optional paid features. The availability and pricing of each are configurable by us and are displayed to you in the Platform before you commit to any payment. Prices may change from time to time.

• Premium Insights - an optional subscription, available to any Registered User on a monthly or annual basis, providing access to premium features of Infra-Analytics when they are generally available and, if we introduce them, of Infra-Maps.
• Advisor Subscription - an optional subscription, available to advisors on a monthly or annual basis, that enables advisors to view and express interest in advisory opportunities published on the Platform.
• Featured Listing - an optional one-off charge, available to developers, that promotes an individual project listing for a fixed period.

Subscriptions renew automatically for successive billing periods until cancelled. You may cancel a subscription at any time through your account settings; cancellation takes effect at the end of the then-current billing period and, except where required by law, fees already paid are non-refundable. Payments are processed by our payment provider, Stripe.

7. Intellectual Property Rights#

Unless otherwise stated, we are the owner or licensee of all intellectual property rights in the Platform and the Content, including copyright and database right in the Platform's databases and in our selection, arrangement, classification, matching, verification and presentation of the Content, subject to the rights of our licensors and to the paragraph below on open-licensed data. These works are protected by copyright and database laws and treaties around the world. All such rights are reserved.

Open-licensed data. Much of the Data Content is drawn from third-party sources that make their data available under open licences, such as the Open Government Licence, Creative Commons licences and the Open Database Licence (each an "Open Licence"), or under other licences or permissions. Each map lists the sources of the data it displays, with their licences, in its Sources panel. To the extent that Content consists of data made available under an Open Licence: (a) your use of that data is governed by the Open Licence, and nothing in these Terms, including Sections 4.4, 4.7(e) to (g) and 4.8, restricts any use of it that the Open Licence permits; (b) you must comply with the Open Licence's conditions, including any attribution, share-alike and non-commercial conditions, when you use or share that data; and (c) Sections 4.7(a) to (d), which govern how you access the Platform and request Content from it, continue to apply in full, and obtaining data in breach of them is a breach of these Terms even though the data is made available under an Open Licence. The underlying data is generally available from its original publisher, and we encourage you to obtain bulk copies there. Map data © Mapbox © OpenStreetMap contributors.

You agree that you shall not assert any intellectual property rights against us in respect of Content that we provide. You may use the Content only as set out in these Terms.

Any data, documents, or materials you upload to the Platform (including project information, financial data, and supporting documents) remain your intellectual property. By uploading such materials, you grant us a non-exclusive, worldwide, royalty-free licence to use, store, copy and display them for the purposes of operating the Platform and providing services to you and other Registered Users in accordance with the Platform's role-based access controls. You also grant us a perpetual licence to use them in aggregated and anonymised form, from which neither you nor your project can be identified, to produce Data Content. This licence survives the closure of your account.

8. Content Standards#

These content standards apply to any and all material which you contribute to the Platform ("Contributions"), including project listings, organisation profiles, messages, and any information shared through the Platform.

Contributions must:

• be accurate (where they state facts);
• be genuinely held (where they state opinions); and
• comply with applicable law in the United Kingdom and in any country from which they are posted.

Contributions must not:

• contain any material which is defamatory of any person;
• contain any material which is obscene, offensive, hateful, or inflammatory;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• infringe any copyright, database right, or trade mark of any other person;
• be likely to deceive any person;
• be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal activity;
• be threatening, abusive, or invade another’s privacy;
• be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organisation;
• give the impression that they emanate from us, if this is not the case; or
• advocate, promote, or assist any unlawful act.

9. Limitation of Liability#

Your attention is particularly drawn to this section regarding the extent of and limitations on our liability to you.

9.1 Liability We Do Not Exclude

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under English law.

9.2 No Warranties

Subject to Section 9.1, we do not give any representation, warranty, or guarantee whatsoever (whether express or implied) in relation to the Platform or the Content or your use thereof. Without limiting the generality of the foregoing, we do not represent, warrant, or guarantee:

• that access to the Platform and/or the Content will be continuous, available, or uninterrupted;
• that the Platform and/or the Content will be reliable, error-free, accurate, comprehensive, complete, or up-to-date; or
• the suitability, usefulness, accuracy, or reliability of any Content, including any analytics, forecasts, market data, or map visualisations.

9.3 Excluded Losses

Subject to Section 9.1, we will not be liable for:

• any indirect or consequential loss or damage;
• loss of actual or anticipated profits, sales, savings, business, or revenue;
• business interruption;
• loss of business opportunity, goodwill, or reputation; or
• any loss or damage caused by a virus, distributed denial-of-service attack, or any other technologically harmful material.

9.4 Limit on Our Liability

Subject to Section 9.1, our total aggregate liability to you arising under or in connection with these Terms, the Platform or the Content in any period of 12 months, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) the total fees paid by you to us in that period and (b) £1,000.

9.5 Your Responsibility

You accept and agree that your use of the Platform and/or the Content is at your own risk. The Platform and the Content are not intended to be regarded as financial, investment, legal, or professional advice. You should seek your own independent legal, financial, and other professional advice as appropriate before making any investment or business decision.

10. Indemnity#

You agree to indemnify Infra-Backer Limited against all claims brought by third parties, and all resulting liabilities, damages, losses, costs and expenses (including reasonable legal costs), arising out of or in connection with: (a) your breach of these Terms, or a breach by any person who gains access to the Platform through your account; (b) any Contribution you make to the Platform; or (c) your use or disclosure of Content in breach of Section 4.

11. Confidentiality and Data Rooms#

The Platform facilitates introductions between developers and investors. Once a developer has shortlisted interested investors and unlocked their contact details, any subsequent sharing of confidential project information, including any data room access and the negotiation and execution of any non-disclosure agreement, takes place off the Platform directly between the parties. The Platform does not host or administer data rooms and is not a party to any non-disclosure agreement entered into between users.

You must keep Listing Information confidential and use and disclose it only as permitted by Section 4.3. These obligations continue for 2 years after your access to the Platform ends.

You acknowledge and agree that any confidential information you receive from another user is provided in confidence and may be subject to a separate agreement between you and that user. You are responsible for complying with any such agreement. Misuse of another user's confidential information is a serious matter and may result in immediate suspension or termination of your account, in addition to any legal remedies available to the affected party.

We will treat the non-public information and documents you upload to the Platform as confidential, and will use and disclose them only in accordance with these Terms, the Platform's role-based access controls and our Privacy Policy.

12. Viruses and Security#

We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access the Platform, including using your own virus protection software.

You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs, or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which it is stored, or any server, computer, or database connected to it. You must not attack the Platform via a denial-of-service attack or distributed denial-of-service attack. A breach of this provision may constitute a criminal offence under the Computer Misuse Act 1990, and we may report any such breach to the relevant law enforcement authorities.

13. Third-Party Links#

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not link in a way that suggests any form of association, approval or endorsement on our part where none exists, and you must not frame the Platform on any other website. You may share links to pages within the authenticated areas of the Platform with Permitted Recipients in accordance with Section 4. Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

14. Privacy and Cookies#

We may monitor your use of the Platform. We process personal data in accordance with our Privacy Policy, and our use of cookies and similar technologies is explained in our Cookie Policy. Our Privacy Policy and Cookie Policy are provided for information and do not form part of these Terms.

15. Suspension and Termination#

We may suspend or terminate your access to the Platform immediately and without notice if:

• you breach any provision of these Terms;
• you provide false, inaccurate, or misleading information during registration or at any time thereafter;
• we reasonably believe your use of the Platform poses a risk to other users, to us, or to any third party;
• we are required to do so by law or regulation; or
• we decide to cease providing the Platform or any part of it.

Upon termination, your right to use the Platform will cease immediately. Provisions of these Terms which by their nature should survive termination shall continue in force, including (without limitation) intellectual property provisions, limitations of liability, indemnities, and confidentiality obligations.

When your access ends, you must delete any Content you hold, except insubstantial extracts retained in documents prepared in accordance with Section 4, and you must continue to treat Listing Information as confidential in accordance with Section 11. If we terminate your access other than because of your breach, we will refund any fees you have prepaid for the period after termination.

16. General#

If any of these Terms are deemed invalid, illegal, or unenforceable for any reason, the invalid or unenforceable provision will be deemed deleted from these Terms and the remaining provisions will continue to apply.

No failure or delay by us in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

These Terms are not enforceable by any person who is not a party to them, except that our directors, officers, employees, agents, affiliates, contractors and sub-contractors may enforce Section 9 and our Notice of Disclaimer. We may vary or rescind these Terms without their consent.

Entire agreement. These Terms, together with our Notice of Disclaimer and any order details presented to you in the Platform for a paid feature, constitute the entire agreement between you and us relating to their subject matter. Nothing in this paragraph limits or excludes liability for fraud.

Assignment. We may assign, novate or otherwise transfer any or all of our rights and obligations under these Terms to any group company or to any person who acquires all or part of the business of operating the Platform, and you consent in advance to any such transfer. You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

No partnership or agency. Nothing in these Terms creates any partnership, joint venture or agency between you and us or between any users. We do not act as agent for any developer, investor or advisor.

Notices. We may give you notices by email to the address associated with your account or through the Platform. You may give us notices through the contact form on the Platform or by email to [email protected].

17. Applicable Law#

These Terms are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit any dispute to the exclusive jurisdiction of the courts of England and Wales.

18. Contact Us#

If you have any comments, complaints, or wish to contact us for any other reason, please contact us.

Thank you for using Infra-Backer.