Australian Energy Upgrades

In this agreement:

“ACL” or “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“Certificates” means certificates created under the Environmental Schemes, including but not limited to ESCs, VEECs, STCs, LGCs, and ACCUs as relevant.

“Change of Control” means a change to the composition of a partnership, change to 50% or more of the board of directors of an incorporated entity or its holding entity, change to 50% or more of the shares in a company with voting rights, or change to 50% or more of the units in a unit trust, or sale of a business by way of asset sale to another entity, as the case may be.

“Contractor” means Australian Energy Upgrades Pty Ltd (ACN 623 033 563) as trustee for Australian Energy Upgrades (ABN 16 128 641 230), its successors and assigns, and any person acting on its behalf and with its authority.

“Contractor Group Companies” or simply “Group Companies” shall mean Forefront Lighting Pty Ltd (ACN 624 481 429), Vandermark Holdings Pty Ltd (ACN 642 160 450), the Contractor, and any of their related bodies corporate as defined by section 50 of the Corporations Act 2001.
“Client” means the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other document as provided by the Contractor to the Client.

“Environmental Schemes” means each of the Government Energy Efficiency, Renewable, and Carbon Abatement Schemes; including, but not limited to the ESS, VEET, REES, EEIS, RET, ERF, as relevant; ESS (NSW Energy Saving Scheme), VEET (Victorian Energy Efficiency Target), VEU (Victorian Energy Upgrades), REES (South Australian Retailer Energy Efficient Scheme), EEIS (ACT Energy Efficiency Improvement Scheme), RET (Federal Renewable Energy Target), ERF (Federal Emissions Reduction Fund); and any future schemes of a similar nature as the above-mentioned Schemes.

“Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts and other obligations of the Client under this agreement.
“Goods” means the goods specified for supply by the Contractor to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) as described in the relevant Proposal.
“Services” means all services specified for supply by the Contractor to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above) as described in the relevant Proposal.
“Price” shall mean the price payable for the Goods as agreed between the Contractor and the Client in accordance with clause 7.

“Proposal” means the document setting out the particulars of our Goods and Services for supply and may be in the form of a quotation, service/purchase order, or tax invoice for pre-payment.

  1. The Contractor carries on its business in cooperation the Contractor’s Group Companies, and as such, the Client acknowledges and agrees that:
    1. any of the Contractor’s obligations may be performed by one or more of the Group Companies, including but not limited to supply of Goods and Services, and the creation of any Certificates;
    2. any right that may be exercised by the Contractor may be exercised by one or more of the Group Companies on the Contractor’s behalf, including but not limited to issuing tax invoices, making a claim for payment of monies owing, and receiving monies;
    3. any benefit that accrues in the Contractor’s favour may be assigned to any of the Group Companies at the Contractor’s sole discretion;
    4. the Contractor is free to assign any Certificates created by a member of the Contractor’s Group Companies to another member of the Group Companies; and
    5. the Contractor need not provide any notice of assignment or nomination to the client in respect of sub-clauses (a) to (c) above, and the Client may rely on any written correspondence or document from one or more of the Group Companies as prima facie evidence that a particular Group Company is exercising a right or performing an obligation on the Contractor’s behalf.

  1. Either of the following shall constitute the Client’s acceptance of this agreement, if this agreement is provided to the Client and the Client subsequently:
    1. instructs the Contractor in relation to the supply of Goods;
    2. pays any sum of money to the Contractor;
    3. accept delivery of any of the Goods supplied by the Contractor;
    4. indicating the Client’s acceptance via our website, if such a feature is provided; or
    5. signing this document, or the Contractor’s proposal, quote, or sales order, physically or electronically.
  2. Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price and any other obligation of the Clients under this agreement.
  3. Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of the Contractor.
  4. The Client shall give the Contractor not less than fourteen (14) days prior written notice of any Change of Control of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business
practice). The Client shall be liable for any loss incurred by the Contractor as a result of the Client’s failure to comply with this clause.
  5. Goods are supplied by the Contractor only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms.

  1. The Client must:
    1. obtain all approvals and consents required for the Contractor to carry out its works, including but not limited to any consent that need to be obtained from the local government council, and the consent of any strata corporation;
    2. provide sufficient access to the location in which the works are to be carried out, including adequate space for parking of the Contractor’s vehicles; and
    3. not tamper with or remove any existing lighting which may hamper or prevent the Contractor from calculating the baseline energy consumption and luminosity of existing lighting.
  2. If the Client does not comply with any of the obligations set out in clause 4.1, then:
    1. the Contractor has the right to delay carrying out the works until the Client has fully complied, or if the Client fails to comply with a reasonable time or compliance is no longer possible, the Contractor may terminate this agreement;
    2. the Client shall be liable for the Contractor’s costs, expenses, damage, and loss arising from the delay or termination;
    3. the Contractor shall not be liable to the Owner for any damage or loss suffered by the Owner due to the Contractor’s exercise of its rights under subclause (b) above; and
    4. the Contractor is entitled to recover possession of any Goods already delivered to the Client, without being liable for nuisance or trespass, unless such Goods have been paid in full by the Client.

  1. The Client:
    1. hereby assigns to the Contractor all the Client’s existing and future rights, title and interest in and to all Certificates created or able to be created in respect of the lighting systems (Certificate Assignment);
    2. undertakes to do anything the Contractor reasonably request of the Client for the purpose of perfecting, confirming, or evidencing the Certificate Assignment, including providing information and executing documents; and
    3. warrants to the Contractor that the Client:
      1. has not previously created, or assigned the right to create, any Certificates in respect of the lighting systems at the subject premises;
      2. will provide accurate and complete information to the Contractor to enable it to create the Certificates, and will not tamper with or remove any existing lighting system that could hamper or prevent accurate calculation of baseline energy consumption; and
      3. will not do anything which would:
        1. adversely impact on the performance of the Certificate Assignment; or
        2. reduce the maximum quantity of Certificates that can be created in respect of the lighting system.
  2. The Client acknowledges and agrees that the Contractor has:
    1. calculated the incentives receivable in relation to the Certificates based on:
      1. the maximum quantity of Certificates that can be created in respect of the lighting system under law; and
      2. the monetary value of that quantity of Certificates;
    2. offered the Price on the basis of deducting the incentives receivable from the normal cost of the new lighting system and related works; and
    3. entered into the Contract on reliance of clause 5.1.
  3. The Client agrees that if the Client breaches clause 5.1, the Contractor will be entitled to increase the Price by the amount of incentives that are lost or clawed back by authorities administering the Environmental Schemes, and such amount will be payable within 10 business days of the Contractor invoicing the Client for it.

  1. If the Client requests to utilise a retailer on bill facility the following preconditions must be met:
    1. the Client has a current contract with the energy retailer;
    2. the Client authorises the Contractor to contact their energy retailer to discuss the proposal; and
    3. the energy retailer approves the proposal.
  2. Upon acceptance of a retailer agreement between the Client and an energy retailer pursuant to clause 6.6, this agreement will automatically be terminated, and if the energy retailer declines the application the Client may terminate this agreement with the Contractor.
  3. The Client agrees to any additional fees and charges associated with this additional service that purport to override these terms and conditions of trade, in addition to any costs and expenses incurred by the Contractor in the course of supplying Goods and Services under this agreement.

  1. At the Contractor’s sole discretion the Price shall be either:
    1. as indicated on invoices provided by the Contractor to the Client in respect of Goods supplied; or
    2. the Contractor’s quoted Price (subject to clause 7.2), which shall be binding upon the Client provided that the quantity of goods is no more than five percent (5%) and the price per unit is no more than ten percent (10%) in addition to the original quote; or if more, the Client has accepted the Contractor’s variation in writing.
  2. The Contractor reserves the right to change the Price in the event of a variation to the Contractor’s quotation by the Client including but not limited to a change in the scope of works.
  3. At the Contractor’s sole discretion a deposit may be required.
  4. The Contractor may submit a detailed payment claim at intervals not less than one (1) month for work performed up to the end of each month. The value of work so performed shall include the reasonable value of authorised variations and the value of materials delivered to the site but not yet installed.
  5. At the Contractor’s sole discretion:
    1. payment shall be due on delivery of the Goods; or
    2. payment shall be due before delivery of the Goods.
    3. for all other jobs timing of payment shall be of the essence and will be stated on the invoice, and if no time is stated, then payment shall be due within seven (7) days following the date of the invoice.
  6. Payment will be made by cash, or by cheque, or by credit card, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and the Contractor.
  7. If the Contractor has discounted the Price (or the Price reflects a discount on the normal sale value of the supplied Goods) because of any government grant or incentive, then the Client must return all documentation relating to the grant or installation within seven days of being presented that documentation. If the Client fails to deliver the documentation within this time frame, they will be liable for, and must pay the Contractor within seven days of the Contractor’s written demand, the value of the discount.
  8. GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

  1. The Goods shall be taken to have been delivered at the earliest of the following events:
    1. when the Client takes possession of the Goods at the Contractor’s premises or the premises of the Contractor’s supplier; or
    2. the Goods are unloaded at the Client’s nominated address for delivery, or if there is no nominated address, the Client’s address specified in the Proposal (in the event that the Goods are delivered by the Contractor or the Contractor’s nominated carrier); or
    3. the Client’s nominated carrier takes possession of the Goods, in which event the carrier shall be deemed to be the Client’s agent.
  2. The costs of delivery are:
    1. included in the Price; or
    2. in addition to the Price; or
    3. for the Client’s account; in accordance with the Proposal, but if the Proposal does not address this issue, the costs of delivery shall be in addition to the Price.
  3. The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged, then the Contractor shall be entitled to charge a reasonable fee for redelivery.
  4. Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
  5. The Contractor may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid pursuant to this agreement.
  6. The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
    1. such discrepancy in quantity shall not exceed ten percent (10%);
    2. the Price shall be adjusted pro rata to the discrepancy; and
    3. the adjusted Price on a per-unit basis shall not exceed ten percent (10%) of the original Price.
  7. The failure of the Contractor to deliver shall not entitle either party to treat this agreement as having been repudiated.
  8. The Contractor shall not be liable for any loss or damage whatsoever due to failure by the Contractor to deliver the Goods (or any of them) promptly or at all, due to circumstances beyond the reasonable control of the Contractor, including but not limited to: supply shortages, industrial action, civil commotion, war, natural or man-made disaster, inclement weather, serious outbreak of disease, or an order prohibiting or restricting movement made by a government authority.

  1. Irrespective of whether the Contractor retains title to the Goods, all risk on the Goods passes to the Client immediatelyupon the Goods being taken to have been delivered pursuant to clause 8.1 above.
  2. The Client acknowledges and agrees that the Client bears the risk of any damage to, destruction, or loss (including loss by theft) of the Goods whilst they are on land or within premises that are owned by the Client or under the Client’s control or occupation, or that of the Client’s nominated carrier (Client Premises). In this regard:
    1. the Client hereby indemnifies the Contractor against any damage to, destruction, or loss of the Goods whilst they are at a Client Premises;
    2. if the Goods are damaged, destroyed, or lost whilst at a Client Premises, the Client is solely responsible for the cost of repairing or replacing such Goods, and the Contractor is not liable to repair or replace the Goods until the Client pays the Contractor for the cost of repair or replacement; and
    3. whether any damaged Goods are repaired or replaced shall be at the Contractor’s sole discretion exercised in good faith, considering factors such as whether it is economical and timely to repair or replace the Goods.

  1. Prior to the Contractor commencing any work the Client must advise the Contractor of the precise location of all underground services on the site and clearly mark the same. The underground mains and services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
  2. The Client warrants that all areas where the Goods are to be installed will be safely accessible by workers performing the installation. The Client must inform the Contractor of any potential safety hazards that may not be immediately apparent, such as (but not limited to) the locations of electrical, gas, and plumbing conduits within the building or structure where the Goods are to be installed.
  3. The Client agrees to indemnify the Contractor in respect of all and any liability claims, loss, damage, costs, and fines as a result of damage to services, plant, and equipment not precisely located and notified as per clauses 10.1 and 10.2, to the extent that the liability was not caused by the Contractor’s gross negligence or misconduct.

  1. The Contractor and the Client agree that ownership of the Goods shall not pass until:
    1. the Client has paid the Contractor all amounts owing for the particular Goods supplied; and
    2. the Client has met all other obligations due by the Client to the Contractor in respect of all contracts between the Contractor and the Client.
  2. Receipt by the Contractor of any form of payment other than cash shall not be deemed to be payment until the Contractor has received the payment as cleared funds, and until then the Contractor shall retain its title to the Goods.

  1. The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify the Contractor of any alleged defect, shortage in quantity, damage, or failure to comply with the description or the relevant Proposal.
  2. The Client shall afford the Contractor an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective, short in quantity, or not matching their description or specifications in the relevant Proposal in any way.
  3. If the Client fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For the avoidance of doubt, colour and wattage variations are not considered a defect, and dimming abilities (where present) shall be deemed adequate if able to dim greater than fifty percent from full luminescence.
  4. For defective Goods which the Contractor has agreed in writing that the Client is entitled to reject, the Contractor’s liability is limited to either (at the Contractor’s discretion) replacing the Goods or repairing the Goods, except if the Australian Consumer Law applies to this agreement, the Client is entitled to a refund as an alternative to repair or replacement, if the Contractor is unable to provide repair or replacement within a reasonable time.

  1. Returns will only be accepted provided that:
    1. the Client has complied with the provisions of clause 12.1;
    2. the Contractor has agreed in writing to accept the return of the Goods;
    3. the Goods are returned at the Client’s cost within seven (7) days of the delivery date;  and
    4. the Goods are returned in the condition in which they were delivered and with all packaging material, brochures, and instruction material in as new condition as is reasonably possible in the circumstances.
  2. The Contractor will not be liable for Goods which have become damaged, destroyed, or defective partly or fully as a result of not having been stored, packaged, or used in a proper manner by the Client.
  3. The Contractor may (in its sole discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.

  1. Subject to the conditions of warranty set out in clause 14.2 the Contractor warrants that if any defect in any workmanship of the Contractor becomes apparent and is reported to the Contractor within twelve (12) months of the date of delivery (time being of the essence) then the Contractor will either (at the Contractor’s sole discretion) replace or remedy the workmanship.
  2. The conditions applicable to the warranty given by clause 14.1 are:
    1. the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
I. failure on the part of the Client to properly maintain any Goods; or
II. failure on the part of the Client to follow any instructions or guidelines provided by the Contractor; or
III. any use of any Goods otherwise than for any application specified on a quote or order form; or
IV. the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
V. fair wear and tear, any accident or act of God.
    2. the warranty shall cease and the Contractor shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Contractor’s consent.
    3. in respect of all claims the Contractor shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
  3. In the case that the Client calls the Contractor out for a warranty claim and there is either no fault, or the cause of the fault is not related to the warranty, or the warranty has been void from any item listed above, then the Client agrees that the Contractor can charge for their time at standard industry rates.
  4. If the Client attempts to remove, physically interact with, replace, or install lights or any Goods themselves without the use of a properly trained professional they agree not to hold the Contractor liable for any injury or damage they cause.
  5. The warranty provided under this clause is limited to the Contractor’s workmanship only, and does not cover the Goods supplied or any other materials used in the installation works. Warranty for Goods and materials will be governed by the manufacturers’ warranty terms.

  1. Where the Contractor has created designs or drawings for the Client, then the copyright in those designs and drawings and documents shall remain vested in the Contractor, and shall only be used by the Client at the Contractor’s discretion.
  2. The Client warrants that all designs or instructions to the Contractor will not cause the Contractor to infringe any patent, registered design, or trademark in the execution of the Client’s order and the Client agrees to indemnify the Contractor against any action taken by a third party against the Contractor in respect of any such infringement.

  1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate per annum of two percent (2%) higher than the rate fixed for the time being under Section 2 of the Penalty Interest Rates Act 1983 (Vic).
  2. If the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by the Contractor.
  3. If the Client defaults in payment of any invoice when due, the Client shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in pursuing the debt including legal costs and expenses on a solicitor-and-client basis and the Contractor’s debt recovery agency costs.
  4. Without prejudice to any other remedies the Contractor may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Contractor may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. The Contractor will not be liable to the Client for any loss or damage the Client suffers because the Contractor has exercised its rights under this clause.
  5. If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
  6. Without prejudice to the Contractor’s other remedies at law the Contractor shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable in the event that:
    1. any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Client will be unable to meet its payments as they fall due; or
    2. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

  1. If the Contractor provides any Goods on credit or on the basis of payment after delivery, the Client hereby grants the Contractor a charge over all the Goods that the Contractor supplies on such basis (Secured Property) and confirm that the Contractor may register this security interest on the Personal Property Securities Register (PPSR) pursuant to the Personal Property Securities Act 2009 (Cth) (PPSA).
  2. The Contractor may exercise its rights as holder of security interests any time after the Client fails to comply with its obligation to pay the Contractor any monies due for the supply of the Goods.
  3. The Client agrees to promptly take such action as the Contractor reasonably requires, including providing information or signing documents, to ensure that the security interest granted in the Contractor’s favour attach to the Secured Property and to enable the Contractor to perfect its security interests or otherwise exercise any rights it may have under the PPSA in relation to the Secured Property.
  4. The Client acknowledges and agrees that it has no right under the PPSA if it is in default of any payment obligations under this agreement and the Contractor takes enforcement action in respect of the Secured Property.
  5. The Client hereby waives its right to receive any notice under the PPSA in relation to the enforcement of any security interest over the Secured Property, or to receive a statement of account if the Contractor disposes of any of the Secured Property following repossession, or to receive any verification statement confirming registration of a financing statement or a financing change statement relating to any Secured Property.

  1. The Contractor may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice the Contractor shall repay to the Client any sums paid in respect of the Price. The Contractor shall not be liable for any loss or damage whatsoever arising from such cancellation.
  2. In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by the Contractor (including, but not limited to, any loss of profits) up to the time of cancellation.

  1. The Client agrees for the Contractor to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by the Contractor.
  2. The Client agrees that the Contractor may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
    1. (a) to assess an application by Client;
    2. (b) to notify other credit providers of a default by the Client;
    3. (c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and
    4. (d) to assess the credit worthiness of Client.
  3. The Client consents to the Contractor being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
  4. The Client agrees that personal credit information provided may be used and retained by the Contractor for the following purposes and for other purposes as shall be agreed between the Client and Contractor or required by law from time to time:
    1. (a) provision of Goods;
    2. (b) marketing of Goods by the Contractor, its agents, or distributors in relation to the Goods;
    3. (c) analysing, verifying and/or checking the Client’s credit, payment, status in relation to provision of Goods;
    4. (d) processing of any payment instructions, direct debit facilities, or credit facilities requested by Client; and
    5. (e) enabling the daily operation of Client’s account and the collection of amounts outstanding in the Client’s account in relation to the Goods.
  5. The Contractor may give information about the Client to a credit reporting agency for the following purposes:
    1. (a) to obtain a consumer credit report about the Client; and
    2. (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

  1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
  2. These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria and are subject to the jurisdiction of the courts of Victoria.
  3. The Contractor shall be under no liability whatsoever to the Client for any indirect or consequential loss or expense (including loss of profit) suffered by the Client arising out of a breach by the Contractor of these terms and conditions.
  4. In addition the Client agrees that the Contractor will only be liable for damages and payments to the maximum value of the Price.
  5. In the event of any breach of this contract by the Contractor the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
  6. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Contractor nor to withhold payment of any invoice because part of that invoice is in dispute.
  7. The Contractor may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
  8. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, serious outbreak of disease, government order limiting or prohibiting movement, or other event beyond the reasonable control of either party.
  9. The failure by the Contractor to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Contractor’s right to subsequently enforce that provision.
  10. The Client herby authorises the Contractor to publish material including but not limited to photos, videos, testimonials, and the like confirming that it has carried out works for the Client, accompanied by the use of the client’s logo. In this regard, the Client also authorises the Contractor to take video footage by drone, insofar as it does not significantly disrupt the Client’s business operations.
  11. The Client acknowledges and agrees that any estimated energy or cost savings provided by the Contractor are estimates only, based on information supplied by the Client, the manufacturer of the Goods, and the Contractor’s reasonable assumptions. In that regard:
    1. the Contractor does not give any representation or warranty that the Client will enjoy such savings in energy usage or cost; and
    2. the Client releases and holds the Contractor harmless against any damage or loss the Client may suffer as a result of the estimates being incorrect.