Solar Analytics Sales Terms and Conditions
‘Solar Analytics' means Solar Analytics Pty Ltd, 9/245 Chalmers St, Redfern, NSW 2016, NSW. ‘Product' means the Solar Analytics Monitoring Subscription (‘Subscription') and Solar Connect hardware that support energy monitoring and asset management. ‘Quote' means the offer provided by Solar Analytics for the supply of the Product. ‘Order' means an agreement to purchase the Product on the terms described herein. ‘you/your' means you, the customer nominated on the Quote. ‘Personally Identifiable Information' means information which can be linked to you such as address, email, telephone number. ‘Data' means information including your details, PV system details and PV system performance data which is submitted, entered or posted onto the Platform or otherwise communicated.
Offer and Acceptance
Solar Analytics agrees to supply and you agree to purchase the Products on your Quote on the terms of the Quote and the terms and conditions set forth herein and the terms and conditions on the Solar Analytics website.
The Commencement date is the date when agree to an Order for the supply of Product. The Commencement Date will be the earliest of when you (i) place a purchase order (ii) request in writing to proceed to supply on terms provided in a quote from Solar Analytics (iii) make a payment against an Invoice from Solar Analytics.
Cooling Off Period
The Order has a cooling-off period of 10 business days from the Commencement Date. You may terminate this Order by giving us notice in writing indicating your wish to do so. If you terminate this Order during the Cooling Off Period you are still liable for the cost of any hardware, set-up and installation already provided but are not required to pay an early termination fee.
When the Order includes a Subscription to the Solar Analytics monitoring platform, the Subscription will start on the Commencement Date and expire after the period described in the Quote.
You may terminate this Order at any time before the Subscription expires by providing written notice to us. This Order will terminate 10 business days after the date we receive your notice. You must pay the applicable Early Termination Fee of (a) where the Price has been paid in full by you, then Nil (b) where the Price is payable over equal monthly instalments, the Price multiplied by the number of remaining months until the Subscription expires divided by the total number of months in the Subscription. Either party may terminate the Order at any time by notice in writing to the other party if the other party commits a breach of any material provision of the Order and that breach is not capable of remedy or, if able to be remedied, is not remedied within 60 days from the date of receipt of notice in writing calling upon the party in breach to remedy such breach.
Price and GST
Solar Analytics shall sell the Products to you at the price set forth next to such Products in the Quote. If any amounts payable are expressed to be exclusive of GST, the Payment will be increased by the amount of GST payable. If any amount is expressed to be inclusive of GST, the GST inclusive price assumes a GST rate of 10%. If the rate of GST changes, the GST inclusive price will be adjusted to reflect that change.
Payment Terms are 30 days from Invoice, unless otherwise agreed. If you have not paid in full by the due date, we may, without limiting any other right, charge you interest on the overdue moneys at the rate of 1.5% per month (18% per annum). If you pay a bill using a payment method that results in us incurring a merchant service fee (including payment by credit card), we may charge you the Payment Processing Fee listed on a Quote.
Solar Analytics will arrange for installation of the Products at the address identified on the Quote at the time and date agreed between you and Solar Analytics. Any time which we quote for Installation of the Products is an estimate only.
Solar Analytics reserves the right to, at any time, vary the Products either by making such changes in, among other things, the design, technical specification, system configuration, production or packaging of the Products in any way as Solar Analytics shall deem appropriate, or by the withdrawal of one or more products or by adding additional products to the Products. You shall not be obligated to purchase any changed Products which have been materially modified or changed.
The use of the Platform is in accordance with the Solar Analytics Platform Terms and Conditions that are available on the Solar Analytics website: www.solaranalytics.com.au. You have had opportunity to review those Terms and Conditions before placing an Order.
Solar Analytics shall extend to the you its published limited warranties for the Products in effect as of the Commencement Date which warranties shall survive for the period as is set forth therein. Solar Analytics may modify its published limited warranty, from time to time, on thirty (30) days prior written notice. Solar Analytics makes no other warranties, express or implied of fitness of the products for particular use or otherwis.
Solar Analytic's Disclosure and Your Acknowledgement
Solar Analytics expressly disclose and you acknowledge that the Solar Analytics Platform service may be discontinued or terminated by Solar Analytics at its absolute discretion for any or no reason (Discontinuance), and Solar Analytics is not in any way liable to you for any compensation or claim including but not limited to damage and loss of any kind caused by or arise from the Discontinuance except for a pro-rata refund of the Solar Analytics Platform Subscription for the unused period if applicable.
Solar Analytics monitoring services have been proven to increase your solar energy system output and save you money. Over the five (5) year subscription period Solar Analytics will identify solar generation or energy consumption savings for you that are greater than the total amount you have paid for the Solar Analytics subscription over this period. If Solar Analytics are not able to identify these savings, Solar Analytics will refund to you the full amount of monies paid by you for your Smart Monitoring Service.
Intellectual Property owned by either party at the commencement of the Subscription remains the property of that party. Any Intellectual Property developed or created during the Subscription vests in Solar Analytics immediately upon creation and you assign all right, title and interest I such Intellectual Property to us.
Title and risk of loss or damage to the Product passes to you on installation. To the extent permitted by law, you shall defend, indemnify and hold harmless Solar Analytics and its directors, officers, shareholders, partners, members, agents and employees, and the respective affiliates of each thereof, from and against all losses, damages, expenses, liabilities and other claims, including court costs and reasonable attorneys' fees resulting from (a) breach of any representation or warranty in this Order or confirmation of Order; (b) injury to or death of persons, and damage to or loss of property; (c) any violation of any applicable law; (d) the intentional or negligent acts or omissions by you or any person or entity directly employed by you, or any person or entity for whose acts any of them are liable; (e) claims by third parties regarding the Products or the performance thereof which claims are not attributable to defects or breach of warranties by Solar Analytics; (f) all claims and liens arising out of your unpaid accounts; and (g) any failure by you to pay taxes for which it is responsible.
No Consequential Damages
Neither Party shall be liable to the other Party for any consequential, incidental, direct, special, exemplary or punitive damages (including loss of actual or anticipated profits, revenues or product; loss by reason of shutdown or non-operation; increased expense of operation, borrowing or financing; loss of use or productivity; and increased cost of capital) arising hereof, regardless of whether any such claim arises out of the breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory.
If an event outside our or your reasonable control (Force Majeure) prevents a party from complying with its obligations under your Order, those obligations will be suspended for the duration of the Force Majeure Event. The party affected by the Force Majeure Event must use its best endeavours to give the other party prompt notice of and full details about the Force majeure Event and minimise, overcome or remove the Force Majeure Event as quickly as practicable.
Governing Law and Arbitration
If any part of this Order is or become illegal, void or unenforceable, this does not invalidate the rest of the Order. This Agreement is governed by the law in force in New South Wales. Each party submits to the exclusive jurisdiction of the New South Wales courts.