Terms and Conditions of Sale – Customer usage > 100 MWh for pre October 2016

1. PROCESS

1.1 After an analysis of the Customer’s Power Bills and building Load Profile, GoZERO will provide a Proposal to the Customer.

1.2 After the Customer pays to GoZERO a deposit based on the Proposal, GoZERO will undertake a complete design by its Registered Professional Engineer of Queensland (RPEQ) and issue the Customer with a Detailed Design Report that includes amongst other things:

  1. detailed designs, installation diagrams, installation procedures and a detailed equipment list;
  2. an updated annual solar PV estimated yield for your site based on the detailed design and if appropriate, updated demand charge savings if batteries and/or PFC equipment is being installed. This then forms part of the GoZERO Performance Guarantee (see Section 10); and
  3. an updated installation price.

1.3 On completion and delivery of the Detailed Design Report the Customer may elect to:

  1. cancel the Contract with no refund of the deposit paid; or
  2. proceed with the installation of the system by accepting the Proposal outlined in the Detailed Design Report.

2. CONTRACT

2.1 These terms and conditions of sale (Terms and Conditions) set out GOZERO ENERGY PTY LTD ACN 160 084 195 (GoZERO) terms for providing the goods and/or services (Goods and Services) to the Customer. The Terms and Conditions apply to any provision of Goods and Services by GoZERO to the Customer.

2.2 The Contract for the supply and purchase of Goods and Services will be formed in its entirety on receipt by GoZERO of:

  1. the Deposit;
  2. a copy of the Proposal signed by the Customer; and
  3. confirmation in writing by GoZERO that it accepts its obligations under the Proposal and the resulting contract.

2.3 The Contract constitutes the entire agreement between GoZERO and the Customer.

2.4 The Terms and Conditions apply to the provision of the Goods and Services to the exclusion of any other terms.

2.5 To the extent of any inconsistency between the Proposal and these Terms and Conditions, the Terms and Conditions will apply.

2.6 The Terms and Conditions may be updated from time to time. The most up to date version is available at www.gozero.energy

3. WARRANTIES AND ACKNOWLEDGEMENTS BY THE CUSTOMER ON PROVISION OF GOODS AND/OR SERVICES

3.1 The Customer acknowledges that:

  1. times or dates identified by GoZERO for the provision of the Services and the delivery of the Goods are estimates only and GoZERO will not be liable for any delays;
  2. the performance of the Goods may be affected by the actions of third parties and environmental conditions including, without limitation, the number of hours of sunlight, cloud cover, weather patterns, the location of the Goods and the location of surrounding structures and flora;
  3. it must ensure that GoZERO and its employees, agents and contractors have sufficient access to the Premises, at whatever times it or they may reasonably require, in order to install the Goods selected by the Customer; and
  4. any drawings, specifications and plans identified by GoZERO as requiring the Customer’s approval will be approved or commented on in writing by the Customer within five (5) working days after the receipt of such drawings, specifications or plans. If the Customer does not respond within that period (or such other period identified or agreed to in writing by GoZERO), it will be deemed to have approved the drawings, specifications or plans, as the case may be.

3.2 The Customer warrants that:

  1. it has read and understands these Terms and Conditions and has had the opportunity to obtain independent legal advice about their terms and effect;
  2. all information supplied to GoZERO in connection with the supply of Goods (including, without limitation, the Load Profile and Power Bill) is true and accurate and acknowledges that GoZERO has relied on that information in supplying the Goods, the Proposal and the Detailed Design Report;
  3. all electrical and plumbing infrastructure and installations at the Site comply with all laws, Acts, rules, regulations and codes and the requirements and directions of any relevant Commonwealth, State and Local Government departments and other bodies; and
  4. it is the owner of the Premises and agrees to produce any evidence of ownership upon request by GoZERO.

4. SITE PREPARATION

4.1 The Customer must, at its own cost, prepare the Site to which Goods or Services are to be provided and provide GoZERO with reasonable access to the Site and other facilities (including adequate power, telephone, facsimile, email and office space, if requested by GoZERO) to allow GoZERO to perform its obligations under this Contract.

4.2 If GoZERO is delayed in providing any Goods or Services due to failure of the Customer to prepare the Site or provide information:

  1. the Customer will be liable to GoZERO for all reasonable costs and expenses incurred by GoZERO directly or indirectly as a result of such delay; and
  2. the time for performance of GoZERO’s obligations under this Contract will be extended by the amount of any such delay.

5. PRICE AND PAYMENT

5.1 The Customer agrees to pay the price identified by GoZERO for the Goods and/or Services (Price) in accordance with the timetable for payment identified by GoZERO in the Proposal and Detailed Design Report (Payment Schedule). If there is no Payment Schedule or other terms of payment identified by GoZERO, Customer must pay the Price as invoiced by GoZERO within 30 days from the date of issue of an invoice.

5.2 If the Customer fails to pay any amount due under this Contract by the relevant due date, the Customer must pay interest of 2% per month on that sum from the due date until the date of payment. Interest is to be calculated on a daily basis.

5.3 If GoZERO provides any additional goods or services, GoZERO may charge the Customer for:

  1. the time of GoZERO employees, agents or subcontractors at GoZERO’s then current professional rates for services; and
  2. the goods provided.

5.4 Unless otherwise expressly stated, the Price is exclusive of GST. If GST is, or becomes, payable in respect of any supply made by GoZERO to the Customer, the payment for that supply will be increased by an amount equal to the GST payable.

5.5 The Customer acknowledges that GoZERO may, in its sole discretion, refuse to commence or complete any part of this Contract until the Deposit and all other monies due and owing to GoZERO by the Customer, have been paid in accordance with this Contract.

6. REBATES AND INCENTIVES

6.1 The Customer authorises GoZERO to apply for any grant, rebate or other benefit from the Commonwealth or State Government or any local government council in connection with the installation of a solar system (Rebate), the Customer agrees that any application may be made in the Customer’s name and for GoZERO to receive payment of that Rebate on the Customer’s behalf.

6.2 The Customer acknowledges that GoZERO is entitled to all STCs generated in connection with the supply and installation of the Goods and Services. The Customer agrees to provide GoZERO with any reasonable assistance, including signing of documentation to allow for the transfer ownership of, apply for, create, register and otherwise deal with the STCs.

6.3 The Customer acknowledges that a government may, at any time, make legislative changes which may affect the Customer’s eligibility for, or entitlement to, any incentives, subsidies, grants, rebates, STCs, or other benefits. GoZERO will not be liable to you in the event that such legislative changes occur and you expressly exclude us from any such liability.

6.4 The Customer acknowledges that in certain circumstances a Government may require you to repay a grant, rebate or other benefit. Except where we have breached our obligations to you, we will have no responsibility to you in the event that you are required by a Government to repay a grant, rebate or other benefit.

6.5 In accordance with Clause 5.1 and for the avoidance of doubt, the Customer agrees to sell any STCs created as a result of this contract to GoZERO for a price of $35 (plus GST) per certificate or such other price stipulated in the Proposal, in which case the Proposal price shall have precedence.

7. RISK AND RETENTION OF TITLE

7.1 Risk of any loss or damage to Goods passes to the Customer on arrival at the Site and title in each item of Goods remains with GoZERO until the amount owed by the Customer to GoZERO for that item of Goods has been paid in full.

7.2 Title to and property in the Goods will not pass until the Customer has paid all moneys owed to GoZERO on any account whatsoever. Payment shall not be taken to occur until all forms of money payment or cheques tendered in discharge of sums owing to GoZERO have been presented and cleared in full.

7.3 Should the Customer fail to make due payment for the Goods, then GoZERO may, without prejudice to any other rights it may have, take steps to recover moneys and or Goods. All reasonable expenses incurred in recovery shall be paid by the Customer. For the purpose of recovery of the Goods, the Customer hereby grants a licence to GoZERO to enter any place where any of the goods may be for the purpose of removing same. GoZERO will not be liable for any repair or remediation required from the removal of the Goods. Should an invoice remain unpaid, GoZERO reserves the right to charge interest at the rate of two (2) percent per month (calculated on a daily basis) commencing on the due date for payment and continuing until payment in full is received by GoZERO.

7.4 This Contract creates a purchase money security interest in the Goods and Customer must do all things reasonably required by GoZERO to register and perfect that interest. If GoZERO repossesses the Goods: (i) GoZERO will credit an amount equal to the invoiced purchase price of the Goods to Customer, less GoZERO’s costs and expenses related to enforcement of its interest in the Goods and any other amount owed by Customer to GoZERO; (ii) Customer must not redeem the Goods; and (iii) GoZERO does not need to provide Customer with any notice under sections 130 or 135 of the Personal Property Securities Act 2009 (Cth). Until Customer has paid all monies owed to GoZERO on any account whatsoever, the relationship of Customer to GoZERO will be as a fiduciary in respect of the Goods and accordingly: (i) Customer must store the Goods in such a way that they can be recognised as the property of GoZERO; (ii) upon resale of the Goods by Customer, GoZERO shall have the right to trace the full proceeds of sale; and (iii) Customer shall account immediately to GoZERO for such proceeds of sale and GoZERO may recover from such proceeds of sale any money then owing to GoZERO on any account whatsoever.

8. INTELLECTUAL PROPERTY

8.1 GoZERO remains the owner of any Intellectual Property Rights created in connection with the provision of the Goods and Services.

8.2 The Customer must not alter, remove or in any way tamper with any of the trade or other marks or numbers of GoZERO. Any software supplied by GoZERO may be used by the Customer only on the equipment configuration specified in the Proposal.

8.3 In respect of GoZERO’s Intellectual Property Rights in or in connection with or relating to the Goods and or Services nothing in the Contract transfers to the Customer any such rights whatsoever.

8.4 If GoZERO provides the Customer with any proprietary software, the Customer acknowledges and agrees that separate terms provided by GoZERO, will apply to the licensing and support of that software. The terms provided with any third party software or otherwise by GoZERO, will apply to the licensing and support of any third party software.

9. EQUIPMENT AND INSTALLATION WARRANTIES

9.1 Equipment (Goods) Warranty

  1. A summary of the warranties applicable to the equipment or goods suppled supplied warranty summary information will be provided to the Customer as part of the Proposal and full manufacturer’s warranty brochures and system manuals will be provided at the end of the installation process.
  2. Any warranty in relation to Goods supplied to the Customer by GoZERO under the Contract is limited to the warranty given by the manufacturer of these Goods and, to the maximum extent permitted by law, GoZERO gives no additional warranties in relation to any non-proprietary GoZERO Goods.

9.2 Installation Warranty

  1. GoZERO warrants that all installations will be free from installation-related defects. Such warranty is valid for a period of 5 years from completion of the installation. The warranty is limited to GoZERO rectifying any installation defects at its own expense and in a reasonable timeframe.
  2. The GoZERO installation warranty is conditional on the installation and maintenance of the GoZERO Energy Monitoring (GEM) system, including ongoing maintenance of an internet connection, at the Customer’s expense. The GEM allows the Customer and GoZERO to monitor performance and allows GoZERO to take proactive maintenance measures to maintain performance.

9.3 Installation Transfer and Warranty Claims

  1. The GoZERO installation warranty in clause 9.3 is transferable by the original purchaser of the system to any subsequent purchaser of the premises at which the system is installed subject to the purchaser/transferee being acceptable to GoZERO.
  2. If the Customer’s solar system or other equipment installation fails or breaks and the Customer believes that this is due to defective performance of the GoZERO installation services, the Customer may make a claim against GoZERO.
  3. In order to make a claim the Customer must send a written claim by registered post or email GoZERO, using the following contact details:
    GoZERO Energy Pty Ltd, 160 Samford Rd, Enoggera, Qld Australia, 4051, email: [email protected]

9.4 The Customer’s use of Goods, other than in accordance with the manufacturer’s specifications for the Goods, is at the Customer’s sole risk.

9.5 If the Australian Consumer Law applies to the supply of Goods or Services under the Contract, the Goods and Services supplied by GoZERO come with any guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for other reasonably foreseeable loss or damage. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.

9.6 The GoZERO warranty obligations do not apply if the defect arises out of any alteration to or modification that is made by the Customer or any other person without GoZERO’s prior written consent.

10. PERFORMANCE GUARANTEE (Solar PV, Energy Storage and Power Factor Correction)

10.1 The GoZERO Performance Guarantee is in addition to the warranties described in Section 9 of this document.

10.2 Performance Guarantee for Solar PV Systems (10 Years):

  1. At the Detailed Design Report stage we will provide you with site and solar system specific estimated yield in kilowatt-hours (kWh) per day averaged over each calendar month (Estimated Yield).
  2. The Estimated Yield is based, amongst other things, on GoZERO modelling and simulation and takes into account: the orientation and tilt of your roof and the solar array, climatic conditions at location of the solar array, shading of the solar array at the time of the Proposal, electricity generation losses due to: soiling, inverter efficiencies, electrical line losses and degradation in panel performance in accordance with the manufacturer’s performance warranty and the impact, if applicable, of any Zero Export Control on generation and export of electricity to the grid.
  3. We guarantee that the energy output of your solar system will at least achieve the Estimated Yield over subsequent annual periods, based on the total of the monthly values described in 10.2(a) (SS Performance Guarantee). If the solar system does not achieve the guaranteed performance as determined solely by GoZERO in its absolute discretion, then you may be entitled to compensation for the difference at the kW/h tariff rates we have assumed in the Proposal for the relevant years.
  4. This SS Performance Guarantee is conditional on there being no major change in consumption patterns including no major improvement in energy efficiency that could cause extra Zero Export Control activation and unduly reduce the kWh output. GoZERO will determine whether this condition is met solely at its own absolute discretion based on its own analysis of the Customer’s consumption patterns over time.
  5. The solar system’s actual performance, as well as the Customer’s consumption patterns, will be determined by GoZERO using data collected by the GEM System.

10.3 Performance Guarantee for Energy Storage Systems (10 Years):

  1. At the Detailed Design Report stage GoZERO will provide you with an Estimated Peak Load Reduction in kilowatts (kW) per calendar month.
  2. The Estimated Peak Load Reduction is based on the Site’s Load Profile provided to GoZERO by the Customer for the analysis in the Proposal.
  3. GoZERO guarantees that the Site’s peak load (kW) will be reduced by at least the Estimated Peak Load Reduction over subsequent annual periods, based on comparing the 12-month average peak load reduction to the monthly value described in 10.3(a) (ES Performance Guarantee). If the energy storage does not achieve the guaranteed performance as determined solely by GoZERO in its absolute discretion, then you may be entitled to compensation for the difference at the kWh tariff rates we have assumed in the Proposal for the relevant years.
  4. This ES Performance Guarantee is conditional on there being no major change in consumption patterns that could unduly increase the site’s peak load (kW). GoZERO will determine whether this condition is met solely at its own absolute discretion based on its own analysis of the Customer’s consumption patterns over time.
  5. The energy storage system’s actual performance, as well as the Customer’s consumption patterns, will be determined by GoZERO using data collected by the GEM System.

10.4 Performance Guarantee for PFC Systems (5 Years on PFC):

  1. At the Detailed Design Report stage we will provide you with an Estimated Peak Demand Reduction in kilovolt-amps (kVA) per calendar month.
  2. The Estimated Peak Demand Reduction is based on the Site’s Load Profile provided to GoZERO by the Customer for the analysis in the Proposal.
  3. GoZERO guarantees that the Site’s peak demand (kVA) will be reduced by at least the Estimated Peak Demand Reduction over subsequent annual periods, based on comparing the 12-month average peak demand reduction to the monthly value described in 10.4(a) (PFC Performance Guarantee). If the PFC does not achieve the guaranteed performance as determined solely by GoZERO in its absolute discretion, then you may be entitled to compensation for the difference at the kVA tariff rates we have assumed in the Proposal for the relevant years.
  4. This PFC Performance Guarantee is conditional on there being no major change in consumption patterns that could unduly increase the site’s peak demand (kVA). GoZERO will determine whether this condition is met solely at its own absolute discretion based on its own analysis of the Customer’s consumption patterns over time.
  5. The PFC system’s actual performance, as well as the Customer’s consumption patterns, will be determined by GoZERO using data collected by the GoZERO Energy Monitoring (GEM) system.

10.5 The Go ZERO Performance Guarantee is conditional on the Customer installation and maintenance of the GEM System, including ongoing maintenance of an internet connection, at the Customer’s expense. The GEM System allows the Customer and GoZERO to monitor performance and allows GoZERO to take proactive maintenance measures so as to maintain performance for the achievement of the GoZERO Performance Guarantee.

10.6 For the avoidance of doubt, the performance guarantee term for each component of a system is 10 years for energy storage, 10 years for solar PV and 5 years for systems that include PFC.

10.7 GoZERO’s total liability under this Clause 10 whether in contract, tort (including negligence) or otherwise, is limited to an amount equal to the Revised Total Purchase Price.

10.8 The Customer is not entitled to a remedy when its Solar PV System does not meet the Performance Guarantee due to, including but limited to:

  1. something that the Customer or someone else did or failed to do (excluding GoZERO agents or employees);
  2. something that is beyond human control or GoZERO’s control that happened after the PV System was installed at the Customer’s Premises;
  3. someone other than a GoZERO installer, contractor or authorised representative repairing or modifying the system;
  4. failure by the Customer to keep vegetation trimmed so that the system receives as much sunlight as it did when it was installed by GoZERO); or
  5. Abnormal weather conditions occurring which reduce the expected amount of sunlight being received by the Customer’s system.

11. GOODS RETURNED FOR CREDIT AND CANCELLATION

11.1 If the Customer cancels or suspends any accepted undelivered Goods without prior written consent from GoZERO, GoZERO is entitled to charge the following cancellation fees:

  1. a cancellation fee of 25% of the Price; or
  2. where Goods have been manufactured and/or ordered by GoZERO for the Customer, GoZERO is entitled to liquidated damages assessed as follows: (i) all cancellation costs associated with the return of Goods to suppliers (ii) where manufacture of the equipment has commenced, all direct labour cost associated with work performed to date and the associated labour cost to dismantle components which are to be returned to suppliers and (iii) a charge of 50% of contract value for recovery of administration and design costs, overhead recovery and loss of profit.

12. CONFIDENTIAL INFORMATION AND PUBLICITY

12.1 Each party agrees that all non-public or proprietary information relating to the business, technology or affairs of the other provided or disclosed under this Contract or during the preceding negotiations is confidential.

12.2 Except as required by law, neither party will use or disclose such confidential information to a third party without prior written consent of the other.

12.3 The Customer grants GoZERO the right to photograph the installation along with energy savings details for use in publicity, marketing materials and case studies published by GoZERO.

13. DRAWINGS AND DOCUMENTATION

13.1 Customer acknowledges that any drawings, specifications and plans provided to Customer by GoZERO and any statement, description, illustration or other information in GoZERO or related entities’ catalogues, websites, price lists and other advertising matter are intended merely to give a general idea of the Goods and/or Services and will not, unless otherwise agreed in writing, form any part of this Contract.

13.2 GoZERO may, if requested by Customer and at Customer’s expense, provide Customer with certified drawings.

13.3 Customer acknowledges that any drawings, specifications and plans provided to Customer by GoZERO remain the property of GoZERO and for part of the confidential information of GoZERO and that Customer must not use them for any purpose other than in accordance with these terms nor disclose them to third parties.

14. INSURANCE

14.1 GoZERO is a wholly owned subsidiary of the Elevare Energy Holding group of companies and is covered by the group’s insurance of Elevare Energy Pty Ltd which includes public liability and professional indemnity insurance.

15. LIMITATION OF LIABILITY AND INDEMNITY

15.1 Subject to clauses 9.7 and clause 15.2, GoZERO’s total liability under this Contract whether in contract, tort (including negligence) or otherwise, is limited to an amount equal to the Revised Total Purchase.

15.2 To the extent that terms implied by law apply to the Goods or Services, GoZERO’s liability for any breach of those terms is limited to (i) re-supplying the Goods of remedy; or (ii) repairing or replacing the Goods; (iii) paying the costs of re-supply or repair of the Goods.

15.3 Notwithstanding any other term of the Contract, GoZERO is not liable whether in contract, tort (including negligence) or otherwise for any loss of profit, consequential damage or loss of market, data, opportunity or contracts whether to people or property arising directly or indirectly pursuant to this Contract.

15.4 GoZERO’s liability for any loss or damage arising as a consequence of a breach of this Contract is reduced proportionally to the extent the act or omission (deliberate or negligent) of the Customer or any person (other than GoZERO, its employees, agents or subcontractors) contributed to the loss or damage incurred.

15.5 Where damage or loss occurs as contemplated in clause 15.4 and such damage or loss leads to any claim by a third-party, the Customer indemnifies GoZERO against any such claim.

15.6 GoZERO will not be liable for damage or loss that is the consequence of:

  1. incorrect or incomplete information supplied by the Customer;
  2. operational cessation;
  3. loss of data (the Customer must ensure that back-ups are made of programs and files); and
  4. any use by the Customer of Goods other than in accordance with the documentation provided by GoZERO.

16. FORCE MAJEURE

16.1 A party will not be liable to the other if performance of its obligations to the other party is delayed, impeded or prevented by any act or event beyond the control of a party, including but not limited to include acts of terrorism, natural disasters and war, whether foreseen or not, which delays, interrupts or prevents such party from performing its obligations under this Contract (Force Majeure).

16.2 If delay in the performance of this Contract due to Force Majeure continues for more than 1 month, a party may terminate this Contract by notice to the other.

17. SUSPENSION AND TERMINATION

17.1 If the Customer fails to pay any sum due under this Contract by the due date, GoZERO may by notice, in addition to its other rights under this Contract, suspend providing the Goods and Services, until all overdue amounts are paid.

17.2 The Customer may terminate this Contract at the Detailed Design Report stage by providing notice to GoZERO. If this occurs the Customer will forfeit the Deposit paid with no further obligation for any payments by the Customer.

17.3 A party may terminate this Contract by providing notice to the other party in any of following events or circumstances:

  1. if the other party is in breach of any of the terms of this Contract which is capable of remedy and fails to rectify the breach within thirty (30) days of the receipt of a notice from the first party requesting such rectification;
  2. if the other party is in breach of any of the terms of this Contract which is not capable of remedy;
  3. if the other party passes a resolution for winding up or liquidation (except for the purpose of reconstruction or amalgamation);
  4. if a receiver and/or manager is appointed in respect of any property or assets of the other party;
  5. if the other party enters into any scheme of arrangement for the benefit of creditors; or
  6. if any petition is presented to wind up the other party.

18. INFORMATION AND PRIVACY

18.1 Information collected by GoZERO from the Customer may be used and accessed in accordance with GoZERO’s privacy policy which is available on www.gozero.energy

18.2 Without limiting clause 18.1, the Customer acknowledges and agrees that GoZERO may exchange information about its credit arrangements, credit worthiness, credit standing, credit history and/or credit capacity with other credit providers. If the Customer is a company or a trust, the aforementioned also refers to any directors of the company or directors of the trustee of the trust.

19. MISCELLANEOUS

19.1 The Customer may request variations to this Contract in writing.

19.2 GoZERO will have no obligation to accept such variations. If the parties agree to a variation they will both execute a document that specifies the agreed variations to GoZERO’s obligations and any changes to the Price, the Goods and Services and the Payment Schedule.

19.3 This Contract and all aspects of GoZERO’s engagement and performance of the Services are governed by, and construed in accordance with the laws applicable in the State of Queensland Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland.

19.4 If any term or part of a term of these Terms and Conditions is illegal or unenforceable it may be severed and the remaining terms or parts will continue in force.

19.5 The Contract sets out the entire agreement between the Customer and GoZERO and supersedes any representations or promises made by GoZERO, its employees or agents whether prior to or after the commencement date of the Contract.

20. NOTICES

20.1 Any notice or other notification required to be given under this Contract must be in writing and will be deemed duly served by:

  1. giving it to the party personally,
  2. leaving it at the party’s address shown in the Contract, or
  3. sending it by registered post to the party’s address shown on this Contract.
  4. sending by email to either party’s email address

21. FINANCIAL ADVICE DISCLAIMER

21.1 Please note GoZERO is not authorised or licenced to provide financial advice.

21.2 As such, the calculations or financial projections appearing in the Proposal and other correspondence with the Customer constitute an estimation only of possible savings based on the parameters of the system recommended together with an examination of the site load profile and tariff as recorded.

21.3 Future changes in load or energy usage patterns or electricity tariffs that may affect the economics of the proposed system installation have not been and cannot be considered in any analysis or Proposal.

21.4 The Customer is advised to seek separate financial advice regarding the financial viability of the Proposal.

DEFINITIONS

In these Terms and Conditions, the following definitions apply:

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time.

Contract means the contract between GoZERO and the Customer, which includes these Terms and Conditions, the Proposal, any variations agreed in writing by both parties and any other annexure(s).

Customer refers to the person, company or entity to whom GoZERO has agreed to supply Goods and/or services, or any person acting by the Customer’s authority and on the Customer’s behalf. The Customer must have a current or projected consumption of more than 100 MWh of electricity per annum.

Deposit means 10% of the estimated total purchase price (after STC Discount) as outlined in the Proposal.

Detailed Design Report means the detailed design of the proposed system installation developed by GoZERO for the Customer’s site including drawings, detailed equipment listing, installation procedure, updated detailed performance estimates and updated pricing.

Distribution Utility means the relevant distribution utility such as Energex, Ergon or other relevant utility service provider.

GEM System means the GoZERO energy monitoring system.

Goods means the equipment, materials, network connection application, and installation supplied to the Customer by GoZERO in respect of this Contract. Goods do not include applications or services associated with planning or heritage approvals. Goods also do not include provision of network electricity meter or electricity meter board upgrade unless otherwise specified in the Proposal.

GoZERO or GoZERO Energy means the Australian incorporated company GoZERO Energy Pty Ltd ACN 160 918 463.

GoZERO Performance Guarantee means the SS Performance Guarantee, ES Performance Guarantee and PFC Performance Guarantee outlined in Section 10 of these Terms and Conditions.

Intellectual Property Rights means all existing and future rights in respect of: copyright, databases, circuit layouts, designs, trademarks, know-how, confidential information, patents, inventions, plant breeder’s rights and discoveries; and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967, whether registered or unregistered.

Load Profile means the interval data from the electricity meter for the site, usually for a recent period of 12 months minimum, provided to GoZERO by the Customer’s electricity retailer with the approval of the Customer, to undertake an analysis to create the Proposal.

Power Bill means a recent electricity bill from the Customer’s retailer, provided to GoZERO to undertake an analysis for creation of the Proposal.

Premises means the premises at which the Goods are to be installed.

Proposal means the proposal develop by GoZERO for the Customer based on the Customer’s Power Bill and Load Profile that includes initial performance estimates and initial pricing estimates.

PFC means power factor correction.

PV means photovoltaic.

Renewable Energy Certificate means the form of interest in the Goods recognised under the Renewable Energy (Electricity) Act 2000 (Cth).

Revised Total Purchase Price means the revised purchase price for the Goods and Services identified in the Detailed Design Report.

Services means any services supplied by GoZERO to the Customer in connection with the Contract.

Site means the physical location or property where the equipment is installed.

Small-scale Technology Certificate or STC means a certificate created under Subdivision B or BA of Division 4 of Part 2 or under section 30P of the Renewable Energy (Electricity) Act 2000 (Cth).

STC Discount means the discount available as a result of the assignment of ownership rights by the Customer to GoZERO of any STC’s created by operation of the Renewable Energy (Electricity) Act 2000 (Cth) on installation of an eligible renewable energy system by GoZERO under the Contract.

Terms and Conditions means these GoZERO Terms and Conditions.

Zero Export Control means a device to control and limit the production of electricity of a renewable energy system so as to limit the amount of electricity exported to the grid.