Terms and Conditions

General Terms and Conditions for Solar Power System Services

These general terms and conditions (Terms) apply to services rendered by Gerald’s Energy Ltd Solar Limited (Gerald’s Energy Ltd) to all Energy-as-a-Service (ES) and Lease-to-own (LO) Clients (the Client).
Please read these Terms fully and carefully. These Terms and the service agreement between the Client and Gerald’s Energy Ltd enclosing these Terms or incorporating them by reference constitute the entire agreement between Gerald’s Energy Ltd and the Client, (the Contract).
Gerald’s Energy Ltd reserves the right to modify these Terms at any time and any such amendments to these Terms will be posted on the Gerald’s Energy Ltd website. Gerald’s Energy Ltd shall provide the Client with notice of the modifications by email at least ten (10) days before the date they become effective.

1. 1. Ownership of the System.
   1. 1.1 System means the solar power systems, including the solar modules/panels, inverter system, battery storage, remote monitoring technology and other accessories deployed by Gerald’s Energy Ltd.
   1. 1.2 The Client acknowledges that the System provided and installed at the agreed site of the Client where the System is installed (the Site) will remain the personal property of Gerald’s Energy Ltd and will continue in the ownership of Gerald’s Energy Ltd.
   1. 1.3 The Client shall not:
      1. 1.3.1 sell, charge, pledge or mortgage, or permit or cause any lien, hypothecation, encumbrance or other security interest to arise over, or otherwise dispose of, the System or any interest: or
      1. 1.3.2 part with possession of the System.
   1. 1.4 In the case of an LO Client, this clause is subject to the right of the Client to switch to the outright sale model of Gerald’s Energy Ltd or the exercise of the purchase option automatically available at the end of the Client’s lease period.
2. 2. Delivery, Installation and risk of the System
   1. 2.1 Gerald’s Energy Ltd shall be responsible for the delivery of the System to the Site and the installation, commissioning and testing of the System. The Client shall be responsible for improving any condition at the Client’s Site that may affect the installation of the System such as creating access to the roof, opening of deployment location, removing a tree that obstructs passage, prior to installation of the System. If the Client wants to make any repairs or improvements to the area where the System is installed that could interfere with the System (such as repairing the roof where the System is installed), Gerald’s Energy Ltd shall have the System removed and replaced at Client’s cost.
   1. 2.2 The Client acknowledges that they shall be responsible for the physical security of the System from the date of delivery of the System to the Site (the Delivery Date). Therefore, the risk of loss, theft, damage or destruction to the System passes to the Client on the Delivery Date. Gerald’s Energy Ltd shall remove any unused materials and debris generated during installation from the Site at its own cost within two (2) days from the date of completion of installation failing which the Client may proceed with the removal of such debris and Gerald’s Energy Ltd shall make a full refund of the cost expended in effecting the removal. Upon the completion of the delivery and installation of the System, the Client shall present Gerald’s Energy Ltd with an executed copy of the certificate of acceptance and by doing so, the Client will be deemed to have acknowledged delivery of and accepted the System.
   1. 2.3 Gerald’s Energy Ltd shall give the Client a user manual and offer appropriate training to onboard the Client on the use of the System. The Client shall exercise reasonable care in the use of the System in the manner recommended by Gerald’s Energy Ltd.
   1. 2.4 Gerald’s Energy Ltd shall insure the System and the Client shall insure the physical location that houses the System.
3. 3. Payments
   1. 3.1 Gerald’s Energy Ltd shall provide the solar power system services (the Services) on a pre-paid basis. Gerald’s Energy Ltd shall invoice the Client for the payments on the 14th day of each month for the Services to be provided in the forthcoming month. The Client shall make the monthly payments within fifteen (15) days from the date of receipt of the monthly invoice from Gerald’s Energy Ltd (the Due Date). The Services shall be activated by Gerald’s Energy Ltd only where the Client has made the requisite monthly pre- payment prior to the Due Date.
   1. 3.2 For the avoidance of doubt, the provision of the Services is tied to pre-payments by the Client and is not dependent on the System usage.
   1. 3.3 The Client shall be required to pay a caution fee as deposit on account prior to installation of the System. The Client must always have the caution fee on account. The caution fee shall be applied to the last month of the lease or subscription if there are no sums owed to Gerald’s Energy Ltd prior to the last month of the lease or subscription.
   1. 3.4 We may review the monthly payments subject to prevailing market conditions. Gerald’s Energy Ltd shall promptly notify the Client in such instances.
   1. 3.5 The Client acknowledges that where payments fall due on a day which is not a business day, such payments are to be made on the preceding business day.
4. 4. Monitoring, Power Overload, System Repairs and Disposal
   1. 4.1 Gerald’s Energy Ltd and the Client shall have access to round the clock technology to monitor the System. This shall be at no additional cost to the Client.
   1. 4.2 Gerald’s Energy Ltd shall conduct routine maintenance of the System quarterly and corrective maintenance where required. Where any such corrective maintenance is required, it shall be done within four (4) hours (for installations within Lagos state) or twenty-four (24) hours (for installations outside Lagos state) of (i) the Client’s awareness of such corrective maintenance or repair or (ii) the Client’s notification to Gerald’s Energy Ltd of the need of such corrective maintenance or repair. Provided that, where corrective maintenance is reported after 5pm on a business day, it shall be done within four (4) hours (for installations within Lagos state) or twenty-four (24) hours (for installations outside Lagos state) from start of business on the next business day.
   1. 4.3 The Client authorizes Gerald’s Energy Ltd and its designated personnel to have access to inspect the System where Gerald’s Energy Ltd has provided requisite prior notice to the Client by SMS or email ahead of maintenance inspections (between the hours of 9.00am-5.00pm).
   1. 4.4 Where there is an increase to the actual load of the System by the Client, this causes disruptions to the System and affects the reliability. Where the Client intends to affect such an increase, the Client must notify Gerald’s Energy Ltd promptly to avoid disruptions due to excess load. Gerald’s Energy Ltd will advise on any upgrades to the System that is required to give effect to the changes.
   1. 4.5 Gerald’s Energy Ltd shall maintain and repair the System at no additional cost to the Client, unless the damage to the System was caused by negligence or willful misconduct of the Client and/or its affiliates, in which case, the Client shall bear the cost for repair and replacing all worn and damaged parts of the System.
   1. 4.6 Only authorized personnel of Gerald’s Energy Ltd are permitted to repair the System.
   1. 4.7 Gerald’s Energy Ltd is committed to its environmental and sustainability objectives. Therefore, Gerald’s Energy Ltd must be carried along on any disposal of any part of the System for proper disposal in accordance with generally accepted health and safety standards.
5. 5. Default and access to decommission the System
   1. 5.1 Should the Client fail to effect payment of the amount payable by the Due Date, Gerald’s Energy Ltd may (without prejudice to other rights and remedies of Gerald’s Energy Ltd) suspend part or all the Services until payment has been made in full and Gerald’s Energy Ltd reserves the right to report the payment default to the national credit bureau.
   1. 5.2 The Client acknowledges that Gerald’s Energy Ltd shall be entitled to decommission the System from the Site in the below instances:
      1. 5.2.1. Willful or negligent damage to the System by the Client/and or its affiliates and the Client is reluctant to bear responsibility for repairs; or
      1. 5.2.2. Default for a period of thirty-five (35) days (in the case of LO) or sixty (60) days (in the case of ES) after the Due Date; or
      1. 5.2.3. Complete abandonment of the System.
   1. 5.3 The Client authorizes Gerald’s Energy Ltd and its designated personnel to have access to decommission the System where Gerald’s Energy Ltd has provided 12 hours prior notice to the Client by SMS or email (between the hours of 9.00am-5.00pm).
   1. 5.4 Where Gerald’s Energy Ltd is unable to take possession of the System in accordance with the provision of this clause, due to the fault of the Client, the Client shall be liable to pay to Gerald’s Energy Ltd N500,000.00 as default rate or liquidated damages for each day which the Client remains in possession of the System. Until the System has been returned or repossessed, the Client shall be solely responsible for its safe keeping.
6. 6. Switch to Alternative Business Models and System Upgrade or Downgrade
   1. 6.1 The Client may opt to switch to an alternative business model of Gerald’s Energy Ltd.
      1. 6.1.1. Switch from ES to LO or Switch from LO to ES: In such cases, any necessary amendments shall be forward looking and shall have no bearing on payments already made by the Client for Services rendered in previous months.
      1. 6.1.2. Switch from LO to Outright Sale (OS): In such cases, Gerald’s Energy Ltd will take the principal payments into account to deduct from the OS price. Interest will not be used to reduce the System OS price. The OS price for the switch to OS will be the principal amount to be paid in the month the Client intends to purchase outrightly.
   1. 6.2 The Client may also opt to upgrade to a higher System or downgrade to a lower System, and Gerald’s Energy Ltd will review such requests and will advise on the price review that will apply provided that the Client has consistently made the monthly payments in previous months.
7. 7. Confidentiality Obligations and Publicity
   1. 7.1 Confidential Information means information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain in breach of any obligation of confidence, including information relating to the applications, software, or any of its constituent parts, the source codes, commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to clients and pricing.
   1. 7.2 Gerald’s Energy Ltd and the Client shall safeguard, treat as confidential and not use for the purposes of its own business any Confidential Information which relates to the business and affairs of either party.
   1. 7.3 Notwithstanding paragraph 7.2, each party may at any time disclose any Confidential Information, following reasonable consultation with the other party, if the disclosure is made in good faith in the circumstances set out below and, in each case, only to the extent reasonably necessary:
      1. 7.3.1 if it is required by law, pursuant to any order of any court of competent jurisdiction.
      1. 7.3.2 to any government authority, if this is required by relevant applicable laws; or
      1. 7.3.3 to its own employees, directors or consultants where such disclosure is required in furtherance of the Contract.
   1. 7.4 In the case of a corporate client, the Client acknowledges that Gerald’s Energy Ltd may make or issue an announcement on the commercial relationship with the Client on its social media platforms or other marketing materials without the prior consent of the Client. Gerald’s Energy Ltd guarantees that such disclosure shall not include any of the Client’s Confidential Information.
8. 8. Force Majeure

If either party is prevented from fulfilling its obligations by reason of any supervening event beyond its control (including but not limited to an Act of God, Natural Disaster, Pandemic or Epidemic or Civil Disorder) the party unable to fulfil its obligations shall immediately give notice in writing of this to the other party and shall do everything in its power, including but not limited to accepting assistance from third parties or the other party, to resume full performance.

1. 9. Indemnity and Limitation of Liability
   1. 9.1 Either Party (the Indemnifying Party) shall indemnify the other Party (the Indemnified Party) against any loss, damage, expense or liability incurred by the Indemnified Party because of the act, omission, conduct or negligence of the Indemnifying Party or its agents, employees, directors, officers, managers, members, while carrying out its obligations under the Contract. If there are any third-party claims, losses, liabilities and costs caused by the Indemnifying Party’s breach/negligence, the Indemnifying Party shall be solely liable. If there is contributory liability on the part of the Indemnified Party and/or the Indemnified Party is partially responsible for the liability, the consequence of the liability shall be shared equally. Gerald’s Energy Ltd.’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap. The cap is the greater of N5,000,000.00 or 50% of the total charges in the contract year in which the breaches occurred.
   1. 9.2 Gerald’s Energy Ltd shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract or the Client’s use of the System.