1. Interpretation

Words that are capitalised in this document have special meanings. Their special meanings are set out in the paragraphs below. We recommend consulting these definitions as you come across them in the sections below.

1.1 Interpretation

The Contract Documents are comprised of:
1. these Terms and Conditions (T&Cs ),
2. proposal document (including all annexures to it and the fee quotation (Quotation )) in respect to particular works (Proposal ).
The Contract Documents constitute the entire agreement between the parties and comes into effect upon Execution (the Contract).
Where the Proposal sets out special conditions that conflict with the provisions of these T&Cs, those special conditions in the Proposal shall take precedence to the extent of any conflict.
This Contract contains the entire agreement between the parties concerning its subject matter. The Contract replaces any other agreement between the parties relating to the subject matter of the Contract.
Headings and explanatory text boxes in blue shading are for convenience only and do not form part of the Contract.
Any inconsistencies or ambiguities in the Contract Documents will be explained or resolved by the Company (acting reasonably).
The use of words “including”, “for example”, “such as”, are not to be interpreted as terms of limitation.
A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation it.

1.2 Definitions

In the Contract:

Approval means all permits, consents, certificates, licences and approvals required from any authority to install the Solar System Installation including planning and development approvals (but does not include approvals or licencing related to conduct of the Company’s business);
Certificates means certificates created under the Environmental Schemes, including but not limited to ESCs, VEECs, STCs, LGCs, and ACCUs as relevant;
Companymeans Australian Energy Upgrades Pty Ltd (ACN 623 033 563) as trustee for Australian Energy Upgrades (ABN 16 128 641 230);
Company Group Companies or simply Group Companies shall mean Forefront Lighting Pty Ltd (ACN 624 481 429), Vandermark Holdings Pty Ltd (ACN 642 160 450), and any of their or the Company’s related bodies corporate as defined by section 50 of the Corporations Act 2001;
Customermeans the party identified as such in the Proposal who has elected to have the Solar System Installation done at the Property;
Contractual Warranty means the warranty set out in the Proposal, if any;
Delivery of the Solar System (or components thereof) shall be taken to have occurred at the earliest of the following events:
1. when the Customer takes possession of the Solar System (or components thereof) at the Company’s premises or the premises of the Company’s supplier;
2. the Solar System (or components thereof) are unloaded at the Customer’s nominated address for delivery or installation; or
3. the Customer’s nominated carrier takes possession of the Solar System (or components thereof), in which event the carrier shall be deemed to be the Customer’s agent.
Energy Incentive means any government energy incentive under an Environmental Scheme based on the issue of Certificates;
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), REES (South Australian Company 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;
Execution means the signing of the Contract, whether physically or electronically, or upon the Customer instructing the Company to proceed with the works set out in the Proposal after a copy of it has been presented or sent to the Customer;
Installed means that stage where the components of the Solar System Installation has been fixed to the Property, but Installation Completion has not been reached;
Installation Completion means that stage where:
1. the Solar System Installation is complete, ready for final electrical inspection for metering commissioning (so that the system will be ready for use following this step); and
2. the Company has obtained and given the Customer all certificates, warranties and Maintenance Documents required by the Contract, but does not include Utility Metering Setup;
Installation Program means the program set out at the Proposal
Maintenance Documents means the documents titled as such delivered to the Customer prior to Installation Completion which detail how a system is to be appropriately maintained;
Milestone Amount means the amount set out in the Proposal in relation to each Milestone Date, if the Proposal specifies Milestone Dates and Milestone Amounts;
Milestone Date means the dates where the works in relation to the Solar System Installation reaches the stages, if any, set out in the Proposal;
New Energy Tech Consumer Code means the Code available at https://www.newenergytech.org.au/;
New Energy Tech Consumer Code Quotation Guidelines means the Guidelines set out in the Net Energy Tech Consumer Code for Approved Sellers;
Payment Claim has the meaning given in clause 5(b);
PPSA means the Personal Property Securities Act 2009 (Cth);
PPSR means the Personal Property Securities Register under the PPSA;
Price Increase Acceptance Notice has the meaning given in clause 6.3;
Price Increase Notice has the meaning given in clause 6.3;
Price Increase Termination Notice has the meaning given in clause 6.3;
Property means the property at which, the Solar System Installation will be installed, as specified in the Proposal;
System Price means the amount set out in the Quotation before the Energy Incentive is applied;
System Specifications means the specifications of the Solar System provided in the Proposal;
Solar System means the solar system and its components set out in the Proposal;
Solar System Installation means the whole of the work described in the Proposal and including Variations provided for by the Contract;
Total Price Payable means the grand total amount set out in the Quotation, after the Energy Incentive has been applied, as amended in accordance with the Contract;
Utility Metering Setup means any upgrades, modifications or registration required by the Customer’s electricity retailer for billing purposes following Installation Completion at the Property;
Variation has the meaning given in clause 6.1.

2. Performance Obligations

This section describes your obligations, and ours, as we both perform the actions included in this contract. Doing your part will help us deliver your solar system smoothly and swiftly. This section also explains how the pricing may change.

2.1 Parties’ Responsibilities

It is the Company’s responsibility to arrange the delivery and installation of the Solar System Installation at the Property.
Upon Execution, the Customer must:
1. provide sufficient access to the Property to allow the Company to perform the Solar System Installation, including safe access and adequate space to access the roof areas as well as parking for work vehicles;
2. ensure that the Customer has the approval of any third party required for the Solar System Installation including but not limited to consent of the local government council and any strata corporation, where relevant;
3. not tamper with or remove any existing solar system or electrical system which may hamper or prevent the Company from calculating the baseline energy consumption for the Property from prior to the Solar System Installation.
The Customer warrants that:
1. it has full authority to allow the installation at the Property;
2. there are no structural integrity issues with the roof or electrical systems of the Property; and
3. the roof has the ability to carry the weight of the Solar System Installation. (the Customer Property Warranties).
The Company will use all reasonable care during the performance of the Contract in regard to the roof and electrical systems of the Property, the Company is not liable for:
1. effects on any roof manufacturer’s warranty;
2. damage to the roof or Property which is not due to the Company’s breach;
3. loss or damage to the Customer or a third party arising out of the performance of the Contract in circumstances where there is a breach of the Customer Property Warranties; or
4. operational maintenance of the Solar System Installation following Installation Completion.
If the Customer fails to fulfill its responsibilities set out in this clause:
1. the Company has the right to delay carrying out the Solar System Installation until the Customer has fully complied, or if the Customer fails to comply within a reasonable time or compliance is no longer possible, the Company may terminate this Contract;
2. the Customer shall be liable for the Company’s costs, expenses, damage, and loss arising from the delay or termination;
3. the Company shall not be liable to the Customer for any damage or loss suffered by the Customer due to the Company’s exercise of its rights under sub-clause (i) above;
4. the Company is entitled to recover possession of any equipment or other items delivered to the Customer, without being liable for nuisance or trespass, unless the Customer has paid for them to the Company in full.

2.2 Site Condition Pricing Adjustment and Other Additional Charges

Any site conditions and special circumstances beyond the control of the Company, including the following metering charges are beyond the Company’s control and may give rise to extra charges to be borne by the Customer:

meter replacement fees;
meter reconfiguration fees;
damage to the meter panel;
changes to any dedicated off-peak control devices or hot water timers;
truck appointments;
repairs for existing faults; and

the costs associated with these will give raise to a Variation to be administrated under clause 6.

3. New Energy Tech Consumer Code

3.1 NETCC Applies

The Company will comply with the New Energy Tech Consumer Code if bound by it.

3.2 Commitment to High Quality Products and Honouring Consumer Warranties

The Company:

will ensure that the Solar System Installation (including workmanship, inverters and panels supplied) will:
1. each component is functional for its entire life period (for which it is designed);
2. be in conformity with the provisions of the Contract and be new;
3. be in accordance with best industry standards and practices; and
subject to clause 10, will ensure any claims under Contractual Warranty or the Australian Consumer Law are addressed by way of repairs or replacements within a reasonable timeframe.
The Contractual Warranty is additional to any other guarantee, warranty, or consumer right covered by the Australian Consumer Law and any applicable manufacturer’s warranties, the Australian Consumer Law does not exclude or replace the terms of this Contract.

3.3 Subcontracting and Supply Chain

The Company’s warranties under this Contract are unaffected by any subcontracting and the Company is liable for all acts and omissions of its supply chain.

3.4 Safety

The Company (and its supply chain) must ensure that the Solar System Installation is carried out in a safe manner and in strict compliance with all applicable laws relating to workplace health and safety.

3.5 Complaints Handling

If the Customer has a complaint regarding any matter in relation to this Contract:

The Customer can make a complaint to the Company in the following ways: Calling, emailing or posting mail to the contact details listed on the quote;
the Company must, upon receipt of the compliant under clause 3.5(a):
1. make every reasonable effort to advise the Customer as soon as possible of receipt of the complaint and the expected timeframe for resolution of that complaint (Timeframe Commitment ); and
2. handle the complaint in accordance with
  1. the Timeframe Commitment;
  2. its standard complaints procedures on Complaints Handling AS ISO 10002-2006 (Complaints Handling Procedure); and
  3. the New Energy Tech Consumer Code (if bound by it); and
following the Complaints Handling Procedure, if the Customer are still not satisfied, the Customer may refer the complaint to with the relevant Fair Trading or Consumer Affairs office:
1. ACT: Office of Regulatory Services Phone: (02) 6207 3000
2. NSW: Fair Trading Phone: 13 32 20
3. NT: Consumer Affairs Phone: 1800 019 319
4. Qld: Office of Fair Trading Phone: 13 74 68
5. SA: Consumer and Business Services Phone: 13 18 82
6. Tas: Consumer Affairs and Fair Trading Phone: 1300 654 499
7. Vic: Consumer Affairs Phone: 1300 558 181
8. WA: Consumer Protection Phone: 1300 304 054
Without limiting the above, the Company will, within 21 days of receiving any compliant under clause (a), provide to the Customer:
1. feedback on the outcome of complaints; or
2. a notice that further investigation is required (in which case, the Company shall have another 24 days to provide feedback on the outcome of any compliant).

3.6 Privacy

The Company will comply with all relevant privacy legislation in relation to the Customer’s personal information and if the Customer has any questions in relation to privacy, the Company will promptly address these questions upon the Customer calling the Company on the telephone number in the Quote or giving the Company a Notice setting out its question.

3.7 Metering & Tariffs

The Customer acknowledges that new electricity tariff rates may be applied after the Solar System Installation is carried out. The Customer should contact their electricity retailer to check they are agreeable to the proposed tariff rates before the installation of the system.
Immediately following Installation Completion, the Company will provide all reasonable assistance to the Customer to:
1. check whether the applicable electricity tariffs account for the completed Solar System Installation;
2. ensure Utility Metering Setup is completed as soon as possible for the Property; and
3. measure the performance of the Solar System Installation which may include any of the following (subject to the Customer’s choice):
  1. demonstration;
  2. written instructions on how to read the inverter; or
  3. provision of a measuring device that links back to the inverter, so that the Customer can measure energy output and performance.
If the Company has provided an estimate of energy savings that might result from the Solar System Installation, the Customer acknowledges that the Company does not warrant or make any representation as to the accuracy of such an estimate. The Customer hereby releases the Company and shall hold the Company harmless against any damage or loss that the Customer may suffer as a result of the estimates being incorrect.

4. Grid Connection Approval

Getting approval from your electricity network provider to export solar power to the grid is an important part of going solar. This section outlines our responsibilities, including you as an Customer. There are some approvals that you might need to apply for yourself, and others that we will do on your behalf.

4.1 Application on Customer Behalf

This clause 4.1 applies if the Proposal state that the Company will apply for Grid Connection Approval on the Customer’s behalf.
The Company will:
1. make the application as soon as possible;
2. keep the Customer updated on the progress of the application;
3. respond, within a reasonable timeframe, to any information or other requests from the distributor; and
4. promptly give the Customer Notice of the outcome of the application.
If Grid Connection Approval is refused, then this Contract will terminate, and the Company will give the Customer a full refund under clause 8.1.

4.2 Direct Application

This clause 4.2 applies if the Proposal state that the Customer will apply for Grid Connection Approval directly.
The Customer will:
1. make the application as soon as possible;
2. keep the Company updated on the progress of the application;
3. respond, within a reasonable timeframe, to any information or other requests from the distributor; and
4. promptly give the Company Notice of the outcome of the application.
If the Customer complies with clause 4.2(b) and Grid Connection Approval is refused, the Customer may terminate the Contract and clause 8.1 will apply.

4.3 Approvals Generally

The Customer is responsible for obtaining all Approvals (other than grid connection if the Company has elected to be responsible, see Proposal Section) required for the performance of this Contract and must apply for these Approvals as soon as possible. Such approvals include, but are not limited to, any development consents required by the local government council and any other public authority.
If the Premises contains common property managed by an Customers Corporation, the Customer must ensure the consent and approval (including any Bylaw updates) are obtained prior to entry into this Contract.
If the Customer does not own the Property on which the Solar System is to be installed, the Customer must obtain all necessary consents from the owner before commencement of any work under the Proposal.

5. Payment

For performing its obligations under the Contract, the Company is entitled to be paid the Total Price Payable by the Customer.
If the Proposal does not specify any Milestone Dates or Milestone Amounts, then the Total Price Payable shall be paid as a lump-sum within the due date specified in the Quotation.
If the Proposal sets out Milestone Dates and Milestone Amounts, then:
1. on each Milestone Date, the Company may issue an invoice for the corresponding Milestone Amount (Payment Claim); and
2. the due date for payment is 15 business days after receipt by the Customer of a Payment Claim.

6. Variations

This section covers you in cases where you want to request changes to your solar system. It also allows us to request changes if necessary.

6.1 Customer Variations

The Customer is entitled to direct the Company to increase, decrease or change the Solar System Installation, the sequence in which the Solar System Installation is performed, or the materials or classes of work specified (Variation ).
If a Variation require labour and materials other than provided for in the Proposal, the Company reserves the right to provide a separate proposal or quotation for the Variation (determined at the Company’s discretion, reasonably exercised) and the Company will not be obliged to carry out the Variation until the proposal or quotation is agreed to by the Customer.
Once proposal or quotation for the Variation and the adjustment to the Total Price Payable in relation to the Variation is agreed or determined:
1. the Company must carry out the Variation; and
2. the Customer must pay the adjustment to the Total Price Payable within 10 business days of the Company invoicing the Customer for it.

6.2 Company Variations

If the Solar System Installation or grid connection requires significant additional work or materials which the Company was previously unaware, this clause 6.3 will apply.
Upon becoming aware that additional work or materials are needed, the Company provide a notice in writing to the Customer detailing the circumstances and changes to the scope of work, materials, Total Price Payable, and time (as applicable) (Variation ).
If the Customer elects to continue the Installation, the Customer must accept the Variation in writing to the Company within 10 business days.
If the Customer does not accept the Variation or does not accept the Variation in writing within the required time, the Company shall have the right to terminate this Contract immediately by written notice to the Customer.
Upon such termination:
1. the Customer will become liable to pay the Company all unpaid Milestone Amounts or pro-rated Total Price Payable, for all works done or materials procured by the Company to date, upon written demand by the Company; and
2. if the Company has procured the Solar System or other materials for the Solar System Installation, the Company shall deliver the Solar System (or parts of it procured to date) and any other procured material to the Customer if the Customer is not already in possession of the materials.
The Customer shall have no right to make any claim for a refund, or damage or loss, or breach of contract, against the Company arising solely due to termination under this clause.
This clause 6.3 operates in addition to the supply chain price adjustment set out in clause 6.3.

6.3 Supply Chain Price Adjustment

To the extent permitted by law, at any time, if there is a material increase in the actual costs or out of pocket amounts incurred by the Company in performing the Solar System Installation (in whole or part):
1. the Company may notify the Customer of the proposed increase to the Total Price Payable (Price Increase Notice);
2. the Customer must, within 5 business days of receiving the Price Increase Notice, provide Notice that it:
  1. accepts the proposed increase to the Total Price Payable (Price Increase Acceptance Notice); or
  2. rejects the proposed increase to the Total Price Payable and wishes to terminate the Contract (Price Increase Termination Notice).
If the Customer does not respond within 5 days as required under clause 6.3(a), the Customer is deemed to have issued a Price Increase Acceptance Notice.
Where a Price Increase Acceptance Notice is issued, the Total Price Payable will be increased by the amount set out in the Price Increase Notice.

7. Completion

7.1 Completion Process

When Installation Completion has been achieved, the Company shall notify the Customer to inspect the installation within 5 days of such Notice.
Following the inspection:
1. the Customer may give Notice to the Company within 5 business days of any reasons why it considers Installation Completion has not been reached (Issues List);
2. following receipt of the Issues List, the Company must address any issues on the Issues List which prevents the Solar System Installation from reaching Installation Completion before giving notice under clause 7.1 first; and
3. if no Issues List is issued pursuant to clause 7.1(b)(i), Installation Completion is deemed to have been achieved on the date of the Company’s Notice under clause 7.1.

7.2 Risk and Title

Risk and title in the components comprising the Solar System shall pass to the Customer upon Delivery of each of those components.
The Customer acknowledges and agrees that it bears the risk of any damage to, destruction, or loss (including by theft) of the Solar System or any component of it, whilst they are on land or premises that are owned by the Customer or under the Customer’s control or occupation, or that of the Customer’s nominated carrier.
If the Solar System or any of its components are damaged, destroyed, or lost in the circumstance set out in sub-clause (b) above:
1. the Customer is solely responsible for the cost of any repair or replacement;
2. the Customer must indemnify the Company against the costs and expenses of repair or resupply of the Solar System or the component that is damaged, destroyed, or lost;
3. the Company is not liable to repair or replace such items until the Customer has fully paid for the cost of the repair or replacement; and
4. the Company has the right to determine, at its sole discretion exercised in good faith, whether to repair such an item or replace it, considering factors such as whether it is economical and timely to repair or replace it.

7.3 Time for Installation Completion

The timeframe for Installation Completion shall be specified in the Proposal, or where it is not specified, the Company shall be allowed reasonable time to achieve Installation Completion considering the scale and complexity of the work and the availability of labour and materials. Where the Solar System Installation have been delayed in reaching Installation Completion as a result of any of the following, the Customer shall allow such further time as the Company may reasonably require:
1. a breach of the Contract or wilful acts or omissions by the Customer, its personnel or agents (Customer Breach);
2. inclement weather occurring at or around the Property;
3. delays in stock procurement or other materials beyond the Company’s control; or
4. any other cause that the Company cannot reasonably mitigate against including but not limited to war, civil commotion, industrial action, disaster, serious outbreak of disease, or government order prohibiting or restricting movement.
Delays due to Customer Breach shall entitle the Company to reasonable delay costs payable within 10 business days of invoicing.

8. Termination

Both Parties may terminate this Contract

8.1 Customer has Termination Rights

The Customer may terminate the Contract by Notice in writing to the Company where a Price Increase Termination Notice is issued under clause 6.3, in these circumstances:
1. the termination under this clause 8.1 shall be effective from the time stated in the Notice, or if no such time is stated, at the time the Notice is given to the Company.
2. upon termination under this clause 8.1, the Company will give the Customer a refund of any amounts paid to the Company.
In addition to the above, the Customer may terminate the Contract by Notice in writing to the Company where the following issues occur:
1. clause 4.1(c) applies, i.e.: Grid Connection Approval is refused;
2. a proposed final system design provided is significantly different to the one set out in the Proposal and it is not signed off by the Customer;
3. the site-specific system design and performance estimate is not provided before the expiry of any cooling-off period (on the terms stated in the Proposal) and the Customer does not consent to this information upon receiving it;
4. the estimated delivery timeframe for Installation Completion is not honoured, for reasons reasonably within the Company’s control, and the Customer does not consent to a revised timeframe;
5. extra chargeable work arises which is not a valid Variation, which was not specified in the initial contract, and the additional costs are not borne by the Company and the Customer does not consent to these additional costs.
6. Where termination occurs due to these reasons, the Company will provide the Customer will a full refund of any amounts paid.
Notwithstanding any other provision of the Contract, if an Customer seeks to withdraw from this Contract after the expiry of any statutory cooling-off period (on the terms stated in the Proposal), the Company is entitled to apply their own policies regarding fees for cancellation, in line with the termination rights specified in this Contract, provided that such cancellation fees do not amount to unfair contract terms at law.

8.2 Company Termination Rights

If the Customer fails to pay a sum due under this Contract, or does not accept the Company’s Variation notice, or breaches a material obligation in this Contract, the Company may by written Notice terminate the Contract effective from the time stated in the Notice, or if no such time is stated, at the time the Notice is given to the Customer.
Following termination under clause 8.2, the Company will be entitled to the amount for:
1. work carried out prior to the date of termination;
2. the cost of goods or materials reasonably ordered by the Company for the Solar System Installation for which the Company is legally bound to pay (provided that such goods and materials are delivered to the Customer and title in such goods and materials passes to the Customer on payment); and
3. the reasonable cost of removing from the Property all labour and constructional plant.

9. Notices

Notices may be sent by both the Customer and the Company. This section documents the procedure to follow

A notice, consent, Approval or other communication under the Contract (Notice) must be in writing and any direction given in writing must be signed by or on behalf of the person giving it, addressed to the party to whom it is to be given and:
1. hand delivered to that party’s address; or
2. transmitted by electronic mail (email) to that party’s email address.
A Notice is treated as having been received:
1. if hand delivered, on the day of delivery; or
2. if sent by email, when the sender’s email system generates a report indicating the sender’s date, time and transmission to the recipient’s email address.
For the purpose of this clause 9 the address and email address of a party is the address specified in the Proposal or as most recently notified to the other party in writing.

10. Liability

This section describes our liability.

The Company will not be liable in relation to the Contractual Warranty where the fault or defect in the Solar System Installation:
1. is not notified to the Company within the Guarantee Period; or
2. arises due to:
  1. an act or omission by someone other than the Company or its subcontractors (including a subcontracted installer);
  2. an extreme weather event which the Solar Installation System is not designed to withstand; or
  3. the Solar System Installation is misused, abused, neglected, not being maintained according to the Maintenance Documents or repaired, modified, reinstalled or repositioned by anyone other than a service technician approved by the Company in writing, after Installation Completion.
Aside from any Contractual Warranty, the Company’s liability under this Contract shall be limited to one of the following, at the Company’s discretion:
1. the resupply and reinstallation of any faulty component of the Solar System;
2. repair of any faulty installation work performed by the Company or on its behalf;
3. the refund of the Total Price Payable, or any part of the Total Price Payable that can be attributed to a faulty part of the Solar System or negligent installation works.
4. Under no circumstances shall the Company be liable for any indirect or consequential loss suffered by the Customer, such as any costs of making a claim of liability against the Company, or reputational damage, or loss of profits.
The limitation of liability under clause 10(b) above shall only apply to the extent permitted by law. Clause 10(b) in the event of a claim where:
1. the Customer is a “consumer” under the Australian Consumer Law and the Company is in breach of the statutory consumer guarantees under the Australian Consumer Law that cannot be excluded or modified; or
2. the negligence of the Company causes death or personal injury.

11. Certificates

Under various renewable energy schemes, certificates such as the Small-scale Technology Certificate (STC) and the Victorian Energy Efficiency Certificates can be created and traded for incentives. In order to provide you a cheaper system price, we take ownership of the generated Certificates. This section describes how we do that.

The Company has calculated the performance expectations for the Solar Installation System and the Property in accordance with the New Energy Tech Consumer Code Quotation Guidelines (Performance Expectations ).
The Customer:
1. hereby assigns to the Company all the Customer’s existing and future rights, title and interest in and to all Certificates created or able to be created in respect of the Solar Installation System, and covenants to accurately and truthfully complete any STC Assignment Form at the time the Solar System is installed (Certificate Assignment );
2. undertakes to do anything the Company reasonably request of the Customer for the purpose of perfecting, confirming, or evidencing the Certificate Assignment, including providing information and executing documents; and
3. warrants to the Company that the Customer:
  1. has not previously created, or assigned the right to create, any Certificates in respect of the Solar Installation System or any other solar photovoltaic generating unit at the Property;
  2. will provide accurate and complete information to the Company to enable it to calculate the Performance Expectations, and will not tamper with or remove any existing solar systems or other electrical systems that could affect the calculation of Performance Expectations after entering into this Contract; 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 Solar Installation System.
  4. acknowledges that the Energy Incentives are subject to market forces and is variable until the Proposal is Executed.
The Customer acknowledges and agrees that the Company 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 Solar Installation System under law, taking into account the Performance Expectations; and
  2. the monetary value of that quantity of Certificates;
2. offered the Total Price Payable on the basis of deducting the incentives from the System Price; and
3. entered into the Contract on reliance of clause 11(b).
The Customer agrees that if the Customer breaches clause 11(b), the Company will be entitled to increase the Total Price Payable to the System Price. The System Price will be payable within 10 business days of the Company invoicing the Customer for it.

12. MISCELLANEOUS

Any consideration payable or to be provided for a supply made under or in connection with the Contract, unless specifically described in the Contract as ‘GST inclusive’, does not include any amount on account of GST. If GST is payable on any supply made under or in connection with the Contract (not being a supply the consideration for which is specifically described in the Contract as ‘GST inclusive’), the recipient of the supply must pay to the supplier, an additional amount equal to the GST payable on the supply (GST Amount). The GST Amount is payable at the same time as the GST exclusive consideration is paid or provided, subject to the supplier issuing the recipient with a tax invoice for the supply to which the payment relates.
The Contract is governed by, and in reference to, the law in force in the State or Territory where the Property is located.”
This Contract may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
Subject to clause 6, no amendment or variation of the Contract is valid or binding on a party unless made in writing and executed by both parties.
No waiver of a breach of any provision of this Contract constitutes a waiver of any other breach or any other provision.
Neither party will be responsible to the other for consequential loss.
Termination of the Contract does not extinguish or otherwise affect a right of either party against the other which accrued prior to the time of termination or expiry or does not affect or terminate clause(s) 1(c), 8, 9, 10, 11 and 12.
The Company carries on its business in cooperation the Company Group Companies, and as such, the Customer acknowledges and agrees that:
1. any of the Company’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 Company may be exercised by one or more of the Group Companies on the Company’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 Company’s favour may be assigned to any of the Group Companies at the Company’s sole discretion;
4. the Company is free to assign any Certificates created by a member of the Group Companies to another member of the Group Companies; and
5. the Company need not provide any notice of assignment or nomination to the client in respect of sub-clauses (i) to (iii) above, and the Customer 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 Company’s behalf.
The Customer herby authorises the Company to publish material including but not limited to photos, videos, testimonials, and the like confirming that it has carried out works for the Customer, accompanied by the use of the Customer’s business name and logo. In this regard, the Customer also authorises the Company to take video footage by drone, insofar as it does not significantly disrupt the Customer’s business operations.
The Customer acknowledges and agrees that:
1. this Agreement constitutes a Security Agreement under the PPSA which creates a security interest in favour of the Company in the Solar System (and any proceeds of the sale of the Solar System) until the Total Price Payable has been paid for in full;
2. the Company may, without notice to the Customer, register its security interests in the Solar System (and any proceeds of the sale of the Solar System), as a Purchase Money Security Interest or an interest of lower priority, on the PPSR;
3. the security interest not discharged nor the Customer’s obligations are effected by the insolvency or voluntary administration of the Customer;
4. the Customer agrees to provide all information and execute all documents necessary for the Company to register and perfect its security interests;
5. for the purposes of sections 115(1) and 115(7) of the PPSA, where the Solar System is not used predominantly for personal, domestic or household purposes, the Company need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4) of the PPSA and sections 142 and 143 are excluded;
6. for the purposes of section 115(7) of the PPSA, the Company need not comply with sections 132 and 137(3); and
7. to the extent permitted by law, the Customer waives its rights to receive any notice that is required by any provision of the PPSA (including a notice of verification statement) or before the Company or a receiver exercises a right, power, or remedy.