Terms & Conditions

01. THIS AGREEMENT

1. This Solar as a Service Subscription Agreement (this “Agreement”) is made up of the Contract Details overleaf, these terms and conditions and any Schedules and or Annexures hereto, which may be amended from time to time in accordance with the provisions hereof.
2. These terms and conditions govern the relationship between the Seller and the Customer (the “Parties”) in relation to the finance, construction, installation, financing, insurance, operation and maintenance of the System.
3. The Seller grants to the Customer the use and enjoyment of the System in accordance with this Agreement. You, on signature hereof, accept such grant of use and enjoyment of the System subject to the herein.

0.2 DEFINITIONS

1. “Battery”: means the Battery described in the table above titled “Description of the Components Making up the System”.
2. “Connection Point”: means the connection point between the distribution board (DB) on the Premises and the municipal electrical meter.
3. “Contractor”: means a skilled third-party service provider or contractor validly appointed by the Seller to carry out the Services or other obligations of the Seller in terms of this Agreement.
4. “Customer”: means the Customer whose details are provided in the Contract Details overleaf.
5. “Emergency”: means a serious, unexpected, and potentially dangerous situation requiring immediate action.
6. “Energy”: means the solar energy generated via the System, expressed in kWh and measured by the inverter and consumed by the Customer in terms of this Agreement.
7. “Expert”: means the independent expert appointed to determine a dispute in terms of this Agreement, in terms of clause 35.
8. “Fair Market Value”: shall be equal to the value of the System in a free market transaction between an informed willing seller and an informed willing buyer.
9. “Grid Interruption”: means any event including any interruption, failure, outage, voltage surge or other event of the national electricity grid that results in the curtailment or interruption of the System’s ability to generate Energy via the System.
10. “Inverter”: means the Inverter described in the table above titled “The Components Making up the System”.
11. “Panels”: means the solar panels described in the table above titled “The Components Making up the System”.
12. “Prime rate”: means the publicly quoted basic rate of interest per annum at which the Seller’s bankers lend on overdraft, as certified by any manager of that bank whose appointment it shall not be necessary to prove.
13. “Seller”: means Versofy Green (Pty) Ltd, its appointed and authorised agents (including its approved installers and contractors) and cessionary/ies in the event of such cession, delegation, transfer, sale, pledge, or hypothecation of any of its rights and/or obligations in terms of this Agreement.
14. “Services”: means the services to be performed by the Seller, in relation to the System, including:
    1. installing, commissioning, maintaining, repairing, adding to, replacing or removing the System or any part thereof;
    2. but specifically excludes any maintenance, repairs, replacements, or additions made to the System by a third party not appointed by the Seller to carry out such services.
15. “System”: means the solar solution installed by the Seller at the Premises, which shall generate electrical energy and be stored by the System for consumption by the Customer. The “Components” of the System are detailed in “The Components Making up the System”.
16. “Utility”: means a licensed third party supplying electrical energy to the Premises in terms of a separate energy supply agreement between the Customer and such third party.
17. “VAT”: means Value Added Tax (as defined in the Value-Added Tax Act 89 of 1991).

03. DURATION

1. This Agreement shall commence on the Commencement Date for at least for a minimum period of 36 months and shall continue indefinitely thereafter(the “Term”), until terminated by either Party on the terms and conditions as provided for in this Agreement. 
2. The Customer agrees that it has elected to enter into this Agreement for a longer fixed term period than 24 months, as it is of a financial benefit to Customer. The Customer understands that if the Term was a shorter period then the Monthly Subscription Fees would be higher than the Monthly Subscription Fee amount on the contract details.

04. PAYMENT OF THE MONTHLY SUBSCRIPTION FEES

1. 1. The Customer shall pay the Monthly Subscription Fees monthly, in advance, and by way of debit order regardless of the electrical  energy consumption (as measured by the inverter) by the Customer and the electrical energy production of the System. 
   2. Should the debit order date and commencement date not fall on the same day, the Customer will be liable to make payment of a pro rata Monthly Subscription Fee for the period between the debit order date and commencement date (the “interregnum period”). The interregnum fee payable shall be due and collected by way of debit order on the first debit order date and shall be equivalent to one thirtieth of the Monthly Subscription Fees multiplied by the number of days of the interregnum period.
   3. The mechanism used to calculate the Monthly Subscription Fees payable by the Customer may be, by consent between the Parties recorded in writing, be varied or replaced with a fixed energy rate multiplied by the energy consumed or deemed to have been consumed by the Customer. If the Parties do not agree to the change in the mechanism, as provided for in this clause 4.3 then, the agreed Monthly Subscription Fee as provided in the Contract Details shall continue to apply. 

   Debit order

   1. The Customer’s signature of this Agreement constitutes the Customer’s authority to the Seller to draw against its bank account, wherever it may be, the amounts due in terms of this Agreement. 
   2. The Customer agrees and acknowledges that the Seller may charge an unpaid debit order fee on the Customer’s account should any payments be dishonoured by Customer’s bankers. The Customer shall also be liable for all costs/fees incurred as a result of any dishonoured payments, or multiple debit orders loaded against the Customer’s account.
   3. The Customer shall not be entitled to revoke the Seller’s authority to debit its bank account during the Term. 
   4. Any change in the manner of payment requested by the Seller from Customer shall not be construed as being a novation and the Seller reserves its rights to change the manner of payment of any Monthly Subscription Fees payable by the Customer in terms of this Agreement.

   Invoices

   1. The Seller shall invoice the Customer monthly in advance, by way of email, during the Term. 
   2. The failure by the Seller to render the Customer with an invoice in terms of clause 4.8 above shall not entitle the Customer to dispute or fail to pay the Monthly Subscription Fees. 

   Failure to make payment

   1. If the Customer fails to make payment to the Seller of any amount owing in terms of this Agreement then the Seller shall be entitled, in addition to its rights under clause 22, to suspend its performance of its obligations in terms of this Agreement and to disconnect or shutdown the System until such time that the Customer’s account is no longer in arrears. 
   2. If the Customer’s account goes more than 30 days into arrears (if any invoice has been outstanding for more than 30 days) then the Seller shall be entitled, in addition to its rights under clauses 4.10 and 22, to de-install the System at the Customer’s cost. 

   Changes in the Monthly Subscription Fees

   1. If at any stage during the subsistence of this Agreement there are changes in; the Prime Rate; and/or any law or regulation or the interpretation thereof or the then current prevailing weighted average cost of funding to the Seller, resulting in any increase and/or decrease to the Seller in the cost of providing or maintaining this Agreement, then without derogating from anything aforementioned, the Seller may in its discretion, at any time on or after the date of change, recalculate the Monthly Subscription Fees which fall due for payment on or after the said date so that the Seller maintains the internal rate of return it enjoyed immediately prior to the said change and may substitute the recalculated Monthly Subscription Fees for the previously calculated Monthly Subscription Fees.
   2. Any adjustment to the Monthly Subscription Fees shall take effect upon the next Debit order date following the date of such change. For the purposes of these clauses 4.12 and 4.13, the “internal rate of return” shall mean the rate of return enjoyed by the Seller during the currency of this Agreement on the amounts and at the funding rates from time to time incurred by the Seller arising of this Agreement, and as recorded in a computer programme prepared by the Seller in respect of this Agreement. 
   3. The Customer shall not be entitled to withhold any Monthly Subscription Fees or any other amount payable in terms of this Agreement for any reason whatsoever. The Customer shall not set-off or deduct against any Monthly Subscription Fees or any other amount payable in terms of the Agreement, any present or future claim which the Customer may have against the Seller from any cause arising. All payments made by the Customer to the Seller in terms of this Agreement must be made without counterclaim and shall be free of any exchange, bank costs and other charges applicable to the Customer.

   Penalty interest on arrears

   1. The Customer shall pay to the Seller interest at the Prime Rate plus 6% (six percent) on all amounts overdue in terms of this Agreement, calculated on a daily basis from the due date for payment until the actual date of payment. The Customer will, in the absence of any manifest error, be bound by the Seller’s calculation in the determination of any interest calculation.

05. CONSUMER PROTECTION ACT (the “CPA”)

1. The Customer’s attention is drawn to the fact that all clauses printed in bold, including this clause may purport to either:
   1. limit Customer’s risk or liability;
   2. constitute an assumption of risk or liability by the Customer;
   3. impose an obligation on Customer to indemnify the Seller or any other person for any cause; and/or
   4. be an acknowledgement of any fact by the Customer.
2. By signing this Agreement, the Customer acknowledges that its attention has been drawn to all of the clauses printed in bold and the Customer has been provided adequate opportunity to consider the clauses and have any of its concerns addressed prior to signing this Agreement. 
3. If the provisions of the CPA apply to any of the services rendered to the Customer by the Seller in terms of this Agreement, then the provisions of the CPA shall prevail in the event of any conflict between the CPA and the Agreement. The Parties agree that this clause 5 shall only apply in relation to the services supplied in terms of this Agreement to which the CPA applies.

06. INSTALLATION OF THE SYSTEM

Requirements for installation

1. Installation and construction of the System will only commence if
   1. the Seller is satisfied that the Premises is suitable for the System;
   2. the Customer provides their existing COC upon which the supplementary Solar COC can be added;
   3. the relevant regulatory/legislative consents have been received; and
   4. any other requirements/conditions made by the Seller, in its discretion, have been met.
2. In the event that the requirements as set out in clause 6.1 above have not been satisfied within 60 days of the signature of this Agreement by the Customer then, the Agreement may be terminated by the Seller on notice to the Customer, but without prejudice to any claims that accrued to the Seller prior to the date of termination.

System design

1. The System shall be designed by the Seller in accordance with industry standards and considering any technical limitations of the Premises.
2. The Seller is responsible for the integration of the System into the Premises, including but not limited to:
   1. the procurement of the components that make up the System, installation, commissioning, System testing, obtaining the supplementary electrical certificate of compliance and all other work required to connect the System to the Connection Point.

1. As at the signature date hereof, the Seller anticipates that the System shall consist of the list of components overleaf, as detailed in the Components making up the System.
2. The Seller shall have the right to modify or change the System or its components, in its sole discretion, and shall notify the Customer of such modifications or changes.

Commencement Date

1. Subject to clause 6.1, the Seller shall commence with the construction and installation of the System as soon as reasonably possible and shall use all commercially reasonable endeavours to ensure that the Commencement Date is within 30 days of the signature of this Agreement by the Customer.
2. If the Seller anticipates a delay for any reason, then it shall notify the Customer of the updated anticipated Commencement Date.
3. The Seller shall not have any liability (including any penalties or breach hereof) to the Customer if, for whatever reason, the Commencement Date is not within 30 days of the signature date by the Customer.
4. The Customer shall be entitled to terminate the agreement if, due to the fault of the Seller, the Commencement Date is not within 60 days of the signature date by the Customer.
5. The Seller shall notify the Customer when installation is completed, the COC received and shall confirm the Commencement Date.

Snag period

1. The Customer shall have a period of 7 (seven) calendar days from the Commencement Date within which it shall bring to the attention of the Seller any technical issues relating to the System. If there are no issues reported within the Snag period then the Seller shall be entitled to assume that the Customer is totally satisfied with the System, its installation and its solar energy production.
2. The Seller shall be entitled to charge the Customer a call-out Fee if an issue is reported by the Customer in the Snag period and the Seller attends at the Premises to investigate the issue and it transpires that the System is performing as reasonably expected.

07. ACCESS TO AND STORAGE OF THE SYSTEM

1. On signature hereof, the Customer grants to the Seller, access to the Premises (including to the rooftop) in order to:
   1. perform the Services; and/or
   2. enforce its rights in terms of this Agreement.
2. The Seller shall give the Customer reasonable notice before it requires access to the Premises unless the circumstances reasonably permit short notice.
3. The Seller shall be granted access to the Premises 7 (seven) days a week in the event of an emergency.
4. If the Customer is not the owner of the Premises, then prior to the Commencement Date, the Customer shall provide the Seller with a “Landlord’s Consent Form”, in the format and on the terms as may be required by the Seller. The Landlord’s Consent Form shall grant the Seller the access rights as set out in clauses 7.1.
5. If the Customer requires the consent of a Body Corporate, then the Customer is responsible for obtaining such consent in the form and on the terms as required by the Seller.

08. SYSTEM OUTPUT

1. The Customer acknowledges that there are several factors that may negatively impact
   the energy production of the System, including but not limited to:

    

   1. In respect of the solar panels (the “panels”)
      1. the climate;
      2. the positioning of the panels;
      3. any dirt or dust on the panels;
      4. any shade on the panels from trees and other surrounding
         structures;
      5. any damage to or degradation of the panels;
      6. the location of the Premises;
      7. the lack of maintenance of the System; and
      8. the use of the System in a manner that is not intended by
         the Seller or the System design and/or is not in accordance with the
         Seller’s operational guidelines given to the Customer.
      9. In respect of the battery/ies
   2. In respect of the battery/ies
      1. any damage to or degradation of the battery; 
      2. the positioning of the battery/ies;
      3. the lack of maintenance of the System; and 
      4. the use of the System in a manner that is not intended by the Seller or the System design and/or is not in accordance with the Seller’s operational guidelines given to the Customer.

1. The Customer acknowledges that the various factors mentioned above in clause 8.1 may adversely affect the performance of the System and as a result, the Seller does not give any guarantees or make any warranties in respect of the System’s performance.
2. The above clause 8.2 notwithstanding, the Seller shall use commercially reasonable endeavours to ensure that the System performs optimally given the Customer’s unique circumstances.

09. CUSTOMER WARRANTIES

1. The Customer warrants to and in favour of the Seller that: 
   1. there is no lien, pledge, cession, servitude or other encumbrance over the Premises that may prevent the Seller from performing the Services; 
   2. no other person is legally permitted to possess or use the Premises and the Customer is lawfully in possession of the Premises; 
   3. it is not aware of any current or future right granted to a third-party to occupy the Premises; 
   4. it is permitted, by law and with full power and authority to grant the Seller the required access to the Premises in terms of clause 7;
   5. all information or documentation presented or given to the Seller prior to and after the commencement of this Agreement is, to the best of its knowledge, true and correct in all respects;
   6. and it has made full disclosure to the Seller of the physical condition of the Premises.

10. CUSTOMER’S OBLIGATIONS

Security

1. The Customer shall ensure that the System is protected against (but not limited to)
   theft, fire and structural collapse of the Premises on which the System is installed. 

Maintenance

1. The Customer shall inform the Seller in writing in the event that the System requires repairs or maintenance (of whatever nature) as soon as it becomes aware that the System requires maintenance or repairs. 
2. The Customer shall also, to the extent possible, perform the following general maintenance works on the System:
   1. keep the System in good condition; and
   2. ensure that the panels are not obstructed by buildings, structures, trees, hedges and the like.

No modifications or alterations

1. The Customer, or anyone on the Customer’s behalf, may not make or permit any alterations or modifications, including improvements or additions, to be made to the System (and the Premises, to the extent that it affects the System) unless the Customer has obtained the Seller’s consent in writing.
2. The Customer is aware that any alterations or modifications as referred to in clause 10.4 above may have the effect of impacting or voiding the warranties given to the Seller by the manufacturers of the System components.
3. If the Seller consents to the requested alterations or modifications required by the Customer, then the Customer agrees that it shall only use contractors who are approved by the Seller to carry out such alterations or modifications.

Utility and municipal accounts

1. 1. The Customer understands that it shall remain liable for any third-party accounts received from any Utility or municipal entity for the usage of services provided by such persons.
   2. The Customer agrees that it shall be liable to the Seller for the damages or loss (including the cost of restoration of the System) suffered by the Seller in the event that it fails to perform any of its obligations in terms of this clause 10, and in the event that the damage/loss is covered in part by a claim under the insurance policy for the System, then the Customer shall be liable for any hortfall not reimbursed to the Seller by the insurance company.

11. SELLER’S OBLIGATIONS

1. Regulatory compliance: The Seller shall ensure that the necessary regulatory permissions and consents required for the installation of the System have been obtained prior to the Commencement Date and that the System shall remain compliant for the Term unless the System fails to be or remain compliant due to the interference or fault of the Customer.
2. Quality of the System: The Seller shall ensure that the quality of the System and its components are Tier-1 products and are, at the date of installation, free from fault and defect.
3. Supply of electrical energy: The Seller shall make the solar energy generated by the System available to the Customer for its use on the Premises. The Customer shall take title to the solar energy produced by the System at the Connection Point, and the risk of loss will pass from the Seller to the Customer at the Connection Point.

12. MAINTENANCE AND REPAIRS

1. If the System is faulty, defective, or is damaged, the Seller shall, at its own cost:
   1. carry out the required maintenance on the System;
   2. repair the System; or
   3. replace the System or some of its components.
2. The Customer shall not have any claim against the Seller for any losses or damages that occur as a result of the maintenance, repairs, or replacement of the System or any part.
3. The Seller shall give the Customer reasonable notice as to when the maintenance, repairs, or replacements will take place.
4. The Customer shall not be entitled to withhold any Monthly Subscription Fees payable unless the fault, defect, or damage is not rectified within 30 days of written notice, unless the Customer purposefully delays the work.
5. The Seller may perform emergency maintenance and repairs without prior notice at any reasonable time.
6. The Customer acknowledges that maintenance, repair, or replacement work may require a total shutdown of the System.
7. The Seller shall not be liable for losses or costs incurred by the Customer for purchasing electricity from a Utility during shutdown.
8. If maintenance is required due to Customer negligence, the Customer shall be liable for the costs incurred.
9. The Seller may charge a call-out fee if no fault is found during a Customer-reported inspection.
10. The Seller may appoint Contractors to perform required works or preventative maintenance.

13. RELOCATION OF THE SYSTEM OR ALIENATION OF THE PREMISES

1. Relocation:
   1. The Customer may request relocation of the System to another site they own or lease.
   2. The Seller may approve or deny the request at its discretion, reasonably.
   3. If approved, the Seller (or Contractor) will de-install and re-install at the new location at the Customer’s cost.
   4. References to “Premises” will then refer to the new location.
   5. If denied, the Agreement terminates as if the Customer gave notice under clause 18.
2. Sale of the Premises:
   1. The Customer must notify the Seller of intent to sell.
   2. Notify any Purchaser that the System belongs to the Seller and is excluded from the sale price.
   3. A Purchaser’s cession of the Agreement requires Seller approval.
   4. The sale is subject to cession approved by the Seller.
   5. If cession is rejected, the System is de-installed and the Agreement terminates.
   6. If the Premises is disposed of without compliance, the Seller may invoke breach remedies.
3. Termination of the lease:
   1. The Customer or Landlord must notify the Seller if the lease is terminated.
   2. The System will be de-installed, and the Agreement will terminate as under clause 18.
   3. The Customer may request relocation or provide the Seller’s contact to the Landlord to explore alternatives.

14. LOSS OF SOLAR ENERGY PRODUCTION

1. The Customer agrees to fulfill obligations despite any loss or reduction in solar energy due to:
   1. Relocation;
   2. Unauthorized interference;
   3. Destruction or damage not caused by the Seller;
   4. Premises closure;
   5. System shutdown;
   6. Grid interruption;
   7. Customer negligence or omissions;
   8. Failure to meet obligations in clause 9;
   9. Other reasons not attributable to Seller negligence.

15. OWNERSHIP OF THE SYSTEM

1. The Seller remains the owner of the System, software, and accessories unless purchased by the Customer.
2. Unauthorized Customer improvements will accede to the System and become Seller property.
3. The System and components are removable and do not attach to the Premises.
4. The System may not:
   1. Be subject to a lien or landlord’s hypothec;
   2. Be sold or disposed of by the Customer;
   3. Be attached or taken in legal proceedings;
   4. Be disposed of or ceded without Seller’s written consent.

16. NET METERING

1. The Customer may sell excess solar energy to third parties, as allowed by law.
2. The Customer bears any costs related to selling excess energy.
3. The Seller will use reasonable efforts to assist with regulatory consents or agreements.

17. TERMINATION BY THE CUSTOMER

1. Termination on notice: 20 days written notice under the CPA, subject to clause 18.
2. Purchase of the System: The Customer may purchase the System at any time, terminating the Agreement under clause 19.
3. Termination due to Seller breach: The Customer may terminate on written notice if the Seller materially breaches the Agreement, subject to clause 23.

18. TERMINATION ON NOTICE IN TERMS OF THE CPA

1. The Customer remains liable for arrears and de-installation fees within 5 working days of termination.
2. If the Customer gives 90 days’ notice after the Term, the Seller will waive the de-installation fee if obligations are maintained during the notice period.

19. PURCHASE OPTION

1. The Customer may exercise the Purchase Option anytime during the Term with 90 days’ notice.
2. The Seller will quote the Purchase Price upon request.
3. The purchase excludes software and related hardware, which remains Seller property.
4. Conditions of sale:
   1. No legal impediment to transfer ownership;
   2. Payment in ZAR within 5 working days of invoice;
   3. Delivery deemed upon payment;
   4. Transfer of manufacturer warranties where possible;
   5. Ownership, risk, and benefit transfer upon payment;
   6. Customer indemnifies Seller against taxes and costs related to transfer.
5. The Customer may request a separate maintenance agreement post-termination.

20. TERMINATION BY THE SELLER

1. The Seller may terminate only due to Customer breach, per clause 22.

21. CONSENSUAL TERMINATION

1. The Parties may agree to terminate if the national electrical Utility is deactivated or interrupted for 180 consecutive days or more.
2. If either Party terminates under clause 21.1, clause 18.1 termination conditions apply.

22. BREACH

1. Default by the Customer:
   1. Fails to make any payment due on the due date.
   2. Omits or does any act that may prejudice the Seller’s rights.
   3. Causes the Seller loss or damage related to the System.
   4. Makes misrepresentations or misleading statements.
   5. Commits any other material breach of obligations.
   6. Enters or attempts to enter into a compromise/debt arrangement.
   7. Allows any judgment to remain unsatisfied for 10 days or fails to obtain rescission within 14 days.
   8. Is provisionally or finally sequestrated.
   9. Commits any act of insolvency.
   10. Has any attachments levied on its property or assets.
2. The Seller shall notify the Customer of breach in writing, granting 14 days to remedy.
3. If the Customer does not remedy:
   1. Demand payment of arrears.
   2. Demand payment of the De-installation Fee.
   3. Demand six Monthly Subscription Fees as penalty.
   4. Access Premises to de-install and repossess the System.
4. The Seller retains rights to specific performance or legal action.
5. All de-installation and legal costs are borne by the Customer.
6. The penalty is acknowledged as reasonable under the CPA.
7. Default by the Seller:
   1. Shutdown extends beyond 60 days.
   2. Commits material breach.
8. The Customer notifies the Seller and grants remedy period.
9. If Seller fails to remedy, the Customer may terminate and is liable only for arrears, not De-installation Fee.

23. EXCLUSIONS

1. Power or voltage surge (unless caused by the Seller).
2. Unauthorized installation, removal, or modification of the System.
3. Destruction or damage not caused by the Seller.
4. Grid Interruption not caused by the Seller.

24. CERTIFICATE OF BALANCE

1. A certificate signed by a Seller representative stating amounts due is prima facie proof in legal proceedings.

25. RESTORATION OF PREMISES UPON DE-INSTALLATION

1. Customer accepts possible impacts (e.g., holes, discoloration, minor changes).
2. Seller will restore roof or structure to reasonable condition:
   1. Fill drilled holes.
   2. Clear and clean unreasonable mess.
3. Seller is not liable to repaint or perform unreasonable repairs.
4. Disputes over restoration will be resolved per clause 35.

26. INDEMNITY BY THE CUSTOMER

1. Indemnifies Seller for:
   1. Liability for death, injury, or property damage from negligent use.
   2. Loss or liability from invalid consent to disclose Customer’s information.
2. Indemnities continue after termination.

27. INDEMNITY BY THE SELLER

1. Indemnifies Customer for liability for death, injury, or property damage from Seller’s negligence.

28. RECIPROCAL WARRANTIES

1. Each Party warrants:
   1. It has capacity and authority to enter this Agreement.
   2. The Agreement is valid, binding, and enforceable once signed.
   3. Execution does not contravene documents, agreements, or laws.
   4. It is unaware of factors impairing its performance.
   5. It relies only on warranties in this Agreement.
2. Warranties are separate, material, and inducements to enter the Agreement.

29. LIMITATION OF LIABILITY

1. Seller’s liability is limited to the aggregate of 12 months’ subscription fees.
2. Customer has no claim if breach arises from new laws applied retroactively.

30. FORCE MAJEURE

1. Includes events like war, natural disasters, epidemics, strikes, law changes, and power surges.
2. Parties will:
   1. Comply with obligations where possible.
   2. Minimize delay effects.
   3. Resume normal performance after the event.
3. Affected Party is temporarily excused but liable for prior arrears.
4. If it lasts 90+ days, either Party may terminate, with Customer liable for arrears and 50% De-installation Fee.

31. INSURANCE

1. Seller holds insurance on the System at its cost.
2. Customer must not void policies or increase premiums.
3. If activities increase premiums, Customer pays the difference.
4. Customer must not allow unqualified use or illegal activities.
5. Customer must report loss or damage immediately.
6. If insurer repudiates due to Customer fault, Customer pays replacement value.
7. Theft must be reported to SAPS with case number given to Seller.

32. CREDIT CONSENT

1. Customer consents to:
   1. Credit checks and enquiries.
   2. Providing updates to credit agencies.
   3. Sharing necessary information to carry out Seller’s rights.
   4. Monitoring payments via credit agency data.

33. CESSION AND ASSIGNMENT

1. Seller may cede, delegate, transfer, or pledge rights without notice.
2. Customer must comply with cessionary instructions.
3. Customer may not:
   1. Cede or assign rights/obligations without permission.
   2. Encumber assets or dispose of them without consent.
4. Customer consents to splitting of claims if needed.

34. THE PROTECTION OF PERSONAL INFORMATION

1. Customer consents to Seller collecting and processing personal information to manage the account, comply with laws, analyze trends, and develop services.
2. Seller may share data with agents, affiliates, and service providers, including those outside South Africa, with privacy safeguards.
3. Customer acknowledges Seller’s responsibility for processing, legal obligations, and voluntary provision of data.

35. DISPUTE RESOLUTION

1. Disputes require written notice with full details.
2. Step 1:
   1. Hold a meeting within 7 days with up to 2 representatives per Party.
3. Step 2:
   1. If unresolved, refer to an independent expert within 5 days.
   2. Expert qualifications:
      1. Legal: Attorney or advocate with 5+ years’ experience.
      2. Financial: Chartered or Professional Accountant with 5+ years’ experience.
      3. Technical: Engineer with 5+ years’ experience in solar energy.
   3. Expert appointed by consent or by Seller’s auditors if no agreement.
   4. Expert sets dates, venue, and presentation method.
   5. Expert is not an arbitrator; determination is final and binding.
   6. Loser pays Expert’s fees and proceeding costs.
   7. Nothing prevents urgent court action.
   8. This clause survives termination.

36. GOVERNING LAW AND JURISDICTION

1. Agreement governed by South African law.
2. Unlawful provisions are modified or severed, preserving the rest.
3. Customer consents to Magistrate’s Court jurisdiction but Seller may choose other courts.

37. WAIVER OF RIGHTS

1. Extensions or indulgences do not waive Seller’s rights.
2. Customer is liable for fines, taxes, or penalties related to the Equipment.

38. GENERAL

1. This Agreement is the entire agreement; amendments require written signature.
2. Gender and number references are inclusive.
3. Each clause is severable.
4. References include successors and assigns.
5. Schedules/Annexures follow the Agreement’s terms.
6. Headings do not affect interpretation.
7. Seller may vary terms with 10 days’ notice; silence counts as consent.
8. Agreement may be signed in counterparts; no need to initial each page.
9. No interpretation against the drafter applies.