Terms & Condition

Solar Up Energy Supply & VPP Terms & Conditions

DEFINITIONS

• The parties have signed Quotation;
• the Deposit has been paid by the Customer; and
• the Grid Connection Approval has been granted.

• relating to the business (including products) and affairs of a party;
• relating to the customers, clients, employees, sub-contractors or other persons doing business with a party;
• which is, by its nature, confidential;
• which a party knows or ought to know is confidential; or
• know-how, financial, budgetary, marketing, research, business plan information and other commercially valuable information of a party, and, for the avoidance of doubt, includes the terms and conditions of this Agreement.

• is beyond the reasonable control of a party,
• causes or results in that party being unable to perform or to perform on time any of its obligations under this Agreement, and
• the occurrence of and the effects of the event or circumstance or combination of them could not have been reasonably prevented, overcome or remedied by the exercise by the party claiming that it is affected by the event of a standard of foresight, care and diligence consistent with that of a prudent and competent person under the circumstances,

• mechanical and electrical plant failure,
• any total or partial failure of supply to or from the national grid (as defined in the National Electricity Rules) or any constraint on any part of the national grid;
• the binding order of any Government Authority;
• pandemic, including any event or circumstance occasioned by or in consequence of the human disease named by the World Health Organisation such as COVID-19 or the virus that causes that disease;
• any acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; or
• acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and labour strikes (but not labour strikes that are directed solely at the party (either with or without that party’s Related Bodies Corporate) claiming that it is affected by the event).

• the Privacy Act; and
• all other laws relating to privacy and the protection or handling of the type of Personal Information which is collected or handled under or in connection with this Agreement.

• low electricity supply is forecast (by Solar Up or the Australian Energy Market Operator),
• NEM security and reliability is at risk,
• electricity network congestion is anticipated,
• Solar Up is conducting a test of the Program in the region where the Premises are located, or
• other volatility in relation to the NEM is anticipated or forecast.

EFFECT OF THIS AGREEMENT

When Effective

Cooling Off

SALE OF BATTERY SYSTEM

Price

Payment

Transfer of Ownership

Refund of Deposit

• If Solar Up fails to deliver and install the Battery System at the Premises within 4 weeks following the original Target Date, and the Customer chooses to terminate this Agreement under clause 4.1(3);
• If the Parties cannot reach an agreement under clause 4.1(6), and either party chooses to terminate this Agreement under that clause. However, if the Battery System has been delivered (but not installed), the Customer shall pay the Cancellation Fee;
• Grid Connection Approval is refused and the Customer terminates this Agreement under clause 6.1(3); or
• If any part of the Battery System is unattainable and the Customer does not agree to equipment of a similar quality to be substituted.

Assignment

DELIVERY AND INSTALLATION

Design and Installation

• the Target Date is only a target and not a strict deadline;
• Solar Up will not be liable to the Customer for any loss or compensation if Solar Up fails to deliver and install the System at the Premises by the Target Date.

CUSTOMER WARRANTIES

Warranties by Solar Up

Exceptions of Guarantee

• The Customer fails to notify the defect or fault to Solar Up within the Warranty Period;
• the defect or fault is caused by:
  • the Customer or any of its agents, employees, or contractors;
  • a Force Majeure Event;
  • the Battery System being maintained other than in accordance with the maintenance documents provided by the manufacturer;
  • the Battery System being repaired, modified, reinstalled or repositioned by anyone other than a service technician approved by Solar Up in writing; and
  • Natural degradation of battery.

Survival

APPROVAL

Grid Connection Approval

• Make the application as soon as practicable upon this Agreement becomes effective;
• keep the Customer updated and informed of the progress of the application;
• respond, within a reasonable timeframe, to any information or other requests during the process of application; and
• promptly notify the Customer of the outcome of the application.

Other Approval

• at its own costs;
• as soon as possible after entering into this Agreement; and
• the Customer’s failure to obtain such approvals, permits or consents will not affect the sale of the Battery System in accordance with clause 3.

BATTERY SYSTEM OPERATION

• Enrol the Battery System into a network of batteries forming a VPP, using a VPP Platform, with the process potentially taking up to 4 weeks.
• Comply with the NETCC when operating the Battery System, ensuring that employees, contractors, agents, representatives, and third parties acting on Solar Up’s behalf also comply.
• Subject to VPP Events, operate the Battery System to supply electricity to the Premises, aiming to reduce Customers’ electricity costs charged by the Electricity Retailer. For the avoidance of doubt, Solar Up does not guarantee a minimum reduction in electricity costs, as such savings depend on variable factors, including but not limited to weather conditions, seasonal variations, and your actual electricity usage.

VPP DISCOUNT

Acknowledgement of VPP Discount

Early Termination

Acknowledgement by Customer

• other than the VPP discount, you are not entitled to any further compensation or payment in relation to this Agreement, Customer’s participation in this Program or any specific VPP Event (other than Solar Up’s liability under a Consumer Law Obligation or clause 1.1); and
• Customer will be liable for any costs incurred in respect of any electricity imported from the NEM to charge the Battery System during a VPP Event.

GOVERNMENT INCENTIVES

Government Incentive

• the Customer may be eligible for one or more Government Incentives due to installation of the Battery System;
• all applicable and potential Government Incentives shall be acquired and retained by Solar Up in consideration of the VPP Discount; and
• the Price is subject to the assignment of Government Incentives in accordance with clause 9.2.

Assignment of Government Incentive

• assign the rights in respect of any Government Incentives to Solar Up;
• cooperate with Solar Up to allow Solar Up to obtain or transfer any Government Incentives, including by signing any further documentation reasonably required for this purpose.

SYSTEM MAINTENANCE

Maintenance Documents

Customer Notice to Solar Up

• identifies any issues with the operation of the Battery System;
• discovers any activity or condition that has impacted, or may impact, the normal working order of the Battery System; or
• identifies electrical outage that impacts the operation of the Battery System.

Repair Works

CUSTOMER’S OBLIGATIONS

Assistance

Obligations

• Ensure Solar Up has access to and can remotely access, operate, and control the Battery System as specified in this Agreement, including maintaining an internet connection;
• Keep the Battery System insured;
• Not authorise anyone other than Solar Up or its contractor to control the Battery System;
• Not deliberately override or interfere with communication signals between the Battery System and New Ability or its contractor;
• Not allow any other person to move, remove, tamper with, disable, displace, or damage the Battery System;
• Be connected to the internet and ensure the Battery System is connected to the internet at your own cost throughout the Term.

No Dealing with the Premises

CUSTOMER REPRESENTATIONS AND WARRANTIES

The Customer represents, warrants and undertakes that:

• the Customer owns the Premises either alone or together with other joints tenants or tenants in common, and it has the power and authority to enter into and perform under this Agreement;
• if the Customer does not own the Premises, it has already acquired consent from the owner(s) of the Premises to the extent that it has the power and authority to enter into and perform under this Agreement;
• Entry into this Agreement or performance of this Agreement will not result in a breach or default under any other document to which the Customer is a party or at law;
• The Customer will assign all rights in respect of the Government Incentives to Solar Up;
• All information provided to Solar Up is correct and unhindered;
• The Customer will not do anything that interferes with the warranty of the Battery System.

• it must comply with, and must remain complying with, each of the representations, warranties and undertakings in clause 12(1) during the Term of this Agreement;
• each of the representations, warranties and undertakings in clause 12(1) is a material term of this Agreement, a breach of which is a material breach of this Agreement;
• Solar Up has agreed to enter into this Agreement on the basis of and in reliance on the representations, warranties and undertakings in clause 12(1).

VPP ACKNOWLEDGEMENT

• Solar Up may engage third party contractors to perform any of the activities of the Program on behalf of Solar Up, including but not limited to operating and assisting to operate the Battery System;
• To enrol the Battery System in the VPP Platform, Solar Up may disclose the Customer’s personal information to suppliers that maintain and operate the VPP Platform or other third parties in connection with this Agreement, including the manufacturer of the Battery System or third parties assisting with billing and related activities;
• Certain information regarding use of the Battery System will be collected and shared via the VPP Platform, including operation and system performance data, energy use, site load frequency, and other electrical data;
• Solar Up may remotely access and control the Battery System at any time;
• Solar Up may discharge the Battery System to the national electricity grid at any time, using electricity purchased by the Customer or generated by the Customer’s solar system, and retain all revenues generated from such operations, subject to reserving a minimum of 20% of the Battery System’s rated storage capacity for the Customer’s own use;
• Under this Program, the Customer permits Solar Up to remotely control and operate their Battery System, using electricity purchased by you or generated by their solar system (up to 600 KWH per year), to manage power system variability and support the electricity grid during unforeseen events.
• Solar Up retains all revenues generated from the above operations.
• The Customer will be liable for any costs incurred in respect of any electricity imported from the national electricity grid to charge the Battery System, which might result in adverse impact on total energy consumption, but, unless otherwise agreed by the parties in writing, Solar Up will not actively charge the Battery System from the national electricity grid for the purpose of discharging the Battery System to the national electricity grid at any time;
• Subject to Solar Up’s express obligations under this Agreement, the Customer is responsible for the maintenance of the Battery System;
• This Program is only suitable for the Customer if Solar Up, at its sole discretion, determines that such Customer meets the eligibility criteria.

VPP EVENTS

• Charging the Battery System directly from the local distribution network or using electricity generated by your solar system ahead of a Response Request;
• Discharging energy held in the Battery System into the local distribution network, using electricity purchased by you or generated by the Customer’s solar system, during a Response Request;
• Any other operation mode in relation to a Response Request.

WARRANTIES AND LIABILITY

Solar Up Warranties

Consumer Law Warranties Not Affected

Implied Warranty Exclusion

LIABILITIES

Solar Up’s Liabilities to you

• Consumer Law Obligations requires otherwise;
• The Loss is caused by Solar Up’s breach of this Agreement; or
• The Loss is caused by Solar Up’s negligent act or omissions.

Your Liability to Solar Up

Liabilities Generally

• Any indirect or consequential loss or special damages, to the extent permitted by law, including:
  • loss of profit, revenue or anticipated savings;
  • loss of or damage to goodwill;
  • loss of production;
  • loss of use;
  • loss of business reputation;
  • loss or denial of opportunity (including any business opportunity); and
  • business interruption.
• loss or damage arising from circumstances outside of the party’s control.

Unsolicited Consumer Agreements

• 3 months from the day after you receive this Agreement, if there has been a breach of sections 73, 74, or 75 of the Australian Consumer Law;
• 6 months from the day after you receive this Agreement, if there has been a breach of sections 76 or 86 or Subdivision C of Division 2 of Part 3-2 of the Australian Consumer Law.

TERMINATION

Term

Termination

• either party may terminate this Agreement by providing written notice to the other if:
  • The other party fails to comply with any term of this Agreement; and
  • The breach is not rectified to the satisfaction of the notifying party within fourteen (14) days of receiving written notice of the breach.
• either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement that is incapable of rectification.
• this Agreement may be terminated any time by the parties’ mutual consent.

Effect of Termination

FORCE MAJEURE

• give notice to the Customer as soon as reasonably practical after it becomes aware of the Force Majeure Event;
• use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and
• resume performance of its affected obligations as soon as reasonably practical.

DISPUTE RESOLUTION

Governing Law and Jurisdiction

Complaints

• Contacting Solar Up via the telephone number provided in 0 of the Schedule; or
• Submitting written notice via post or email to the address specified on the Quotation.

• ACT: Office of Regulatory Services, Phone: (02) 6207 3000
• NSW: Fair Trading, Phone: 13 32 20
• NT: Consumer Affairs, Phone: 1800 019 319
• QLD: Office of Fair Trading, Phone: 13 74 68
• SA: Consumer and Business Services, Phone: 13 18 82
• TAS: Consumer Affairs and Fair Trading, Phone: 1300 654 499
• VIC: Consumer Affairs Victoria, Phone: 1300 558 181
• WA: Consumer Protection, Phone: 1300 304 054

CONFIDENTIALITY

Non-Disclosure

Permitted Disclosure

• with the other party’s prior written consent;
• on a confidential basis, to:
  • a potential purchaser of the Premises;
  • a potential purchaser of the disclosing party’s assets or shares (if the disclosing party is a company);
  • a potential purchaser of the assets or shares of any Related Body Corporate of the disclosing party;
• to its professional advisers, financiers or potential financiers and insurers or potential insurers (or those of a Related Body Corporate) to the extent disclosure is reasonably required; or
• if required by applicable laws or applicable stock exchange rules.

PRIVACY

Compliance

• put in place and maintain appropriate measures to ensure the integrity and confidentiality of data, including any Personal Information, obtained through this Agreement; and
• comply with all requirements of the Privacy Laws.

Disclosure of Personal Information

• • collect, use, store and disclose Personal Information in accordance with the Privacy Policy;

• disclose Personal Information to a Related Body Corporate or any other contractor of Solar Up (or their Related Body Corporate).

Compliance with Privacy Laws

• not do or omit to do anything that would cause the Solar Up to breach its obligations under the Privacy Laws;
• promptly provide all reasonable assistance required to assist Solar Up in relation to any privacy-related queries or complaints or regulatory enquiries.

Survival

MISCELLANEOUS

Further Assurance

Notices and Communications

• in writing, and
• signed by the sender (if an individual) or an authorised officer of the sender.

• left at the address set out or referred to in this Agreement;
• sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in this Agreement;
• sent to the email designated by each party; and
• given in any other way permitted by law.