Terms and conditions

1 SCOPE AND PARTIES

These terms and conditions ("Terms & Conditions") apply to the Purchase Agreement between Otovo Limited ("Otovo") and the individual customer (“Customer”) regarding the purchase and installation of a complete Solar Energy System, a Battery and/or associated energy products, as further specified in the specific Purchase Agreement. The Solar Energy System, Battery and other associated energy products are jointly referred to as the “Products” in the following. Provisions in these Terms & Conditions that are specific for the Solar Energy System, Battery or other associated energy products, respectively, are only relevant for the Customer if applicable according to the Agreement.

2 PRIVACY

Otovo handles personal data in accordance with the current legal and regulatory requirements, and in accordance with any measures implemented by the public authorities. Please see our privacy policy on www.otovo.co.uk/legal/privacy/ for a more detailed description of how Otovo handles personal data.

3 PRIOR TO THE INSTALLATION

3.1 Prices

3.1.1 What determines the price

  1. The price offered by Otovo is the final price for the Products, provided that the general price assumptions stated in these Terms & Conditions are valid and that any assumptions and information given about the Customer’s property or buildings is accurate.

  2. If the installation does not comply with the general price assumptions below, the price of the Products will be increased or reduced accordingly. The Customer will be notified of, and will be asked to approve, any changes resulting in price adjustments exceeding 5% compared to the originally agreed price. The Customer may terminate the Purchase Agreement at no charge within 14 days after being notified of a price increase exceeding 5%. If the price difference is below 5% and the Customer still wishes to cancel, the cancellation penalty of GBP 600 will apply.

3.1.2 What is included in the price

  1. Prices and applicable fees are stipulated in the Purchase Agreement. Prices and applicable fees always include installation of the Products reflecting the conditions in the general price assumptions, including all material, work, electrician and commissioning, unless otherwise specified in the Purchase Agreement or these Terms & Conditions.

  2. Prices never include fees or costs relating to grid owners’ local requirements, change of electricity metre, or construction or building permit applications should this be required by local or national authorities.

  3. Site visits prior to installation date are not executed unless deemed necessary by Otovo or Otovo’s subcontractors who are responsible for projecting and detailed planning of the installation.

  4. Campaigns and/or discounts cannot be combined or be applied retrospectively after the Purchase Agreement signing date.

3.1.3 General price assumptions

Prices for the Products are based on an installation executed within regular and normal conditions, including the following assumptions:

  1. The property where the Products are to be installed is ready and available for installation no later than two months from the Customer entering into this Purchase Agreement. Note that the actual installation date may be later than this for reasons described below.

  2. Hidden installation and/or cabling, inside or outside, is not included in the price.

  3. Existing cable tubes will be used only if convenient and suitable for the equipment used for the project.

  4. The local district network or private network to which the Customer’s property is connected and the existing electrical installation at Customer’s property are compliant with current regulatory requirements and are of sufficient capacity and quality to enable the Products to be installed and connected without additional improvements or adjustments.

  5. The electrical cabinet at the Customers property is compliant with current regulatory requirements and has sufficient space.

  6. The main fuse, the electrical circuitry and the sub-circuit are sufficiently dimensioned for the Products.

  7. Installation is conducted on the same building as the main electrical cabinet no further than 10 metres away. In cases where installation is conducted on a different building, additional costs may occur due to the need for additional cabling and/or sub-circuitry.

    Specific price assumptions for the Solar Energy System:

  8. Cabling from the roof to the inverter and/or electrical cabinet should follow the most practical and cost efficient route, with a maximum total cable length of 50 metres.

  9. The inverter is installed and connected to the electrical grid in the same building as the Solar Energy System,, with a maximum cable length of 10 metres.

  10. Optional components such as optimizers and smart metres are not included in the price unless otherwise is specified in the Purchase Agreement.

  11. The roofing is in a suitable and impermeable state, and has a solid roof substructure suitable for mounting and securing the solar panels. Should the roof or property be in such a condition that the installation of the Solar Energy System cannot be executed safely without major repair or structural work done to the roofing and/or its substructure, Otovo has the right to abort the project and terminate the Purchase Agreement without any liability and charge the Customer any incurred expenses.

  12. Roofing is not grass. Grass roofings may be offered and priced separately, if available.

  13. Installations with inlaid panels, if offered, are priced separately and the price includes removal of tiles and other roofing in the designated panel area. In case of installation at a new roof, the roof needs to have battens already fitted and mounted.

  14. Installation on special roofings, such as roofing made with materials containing asbestos, are priced separately. Where asbestos containing materials are present, Otovo has the right to abort the project and terminate the Purchase Agreement without any liability and charge the Customer any incurred expenses.

    Specific price assumptions for the Battery:

  15. The Battery is installed and connected in the same room as the Inverter.

  16. If the Battery is connected to an existing or newly installed Solar Energy System, the Battery is installed in the same room as the inverter of the Solar Energy System, and does not require any additional hardware or modification of the Solar Energy System in order to function.

  17. The room where the Battery is installed is suitable and compliant with any regulatory requirements and/or relevant manufacturer guidelines for ventilation, fire distinguishing or similar.

  18. The wall or surface where the Battery is installed is sufficiently dimensioned to carry the weight of the Battery. Structural reinforcements may be necessary in order to safely install the Battery, and this may result in additional costs for the Customer.

3.2 Credit approval

Otovo is entitled to undertake a credit check of the Customer, and this Agreement is conditional on credit approval. Alternatively, Otovo may demand that the Customer pays for the installation in advance or provides security for the full payment by the due date.

3.3 Subsidies

Otovo is not responsible for the application or approval of any national or local subsidy or support schemes on behalf of the Customer. Prices may be stated in gross and net of subsidies. The Customer shall always be liable for the gross price upon Delivery (as defined below) of the Products.

3.4 Information provided by the Customer

  1. The price for the Products is based upon information provided to Otovo by the Customer. In signing the offer from Otovo the Customer confirms that the information provided is correct, including but not limited to, information about the physical condition of the roof, roofing material, electrical grid and electrical cabinet. Should the information provided be incorrect or misleading (in each case, as determined by Otovo), Otovo has the right to adjust prices and applicable fees accordingly, or to terminate and abort the project without any conceding liability towards the Customer.

  2. The Customer shall provide Otovo and its partners with all relevant information for the purpose of installing the Products. Cost increases as a result of inaccurate information provided by the Customers, will be invoiced to the Customer in full. Such information includes, but is not limited to, wrong or misleading information concerning the technical condition of the Customer's property.

  3. If the Customer provides erroneous information, the installation of the Products shall be re-priced. If the price is increased the Customer shall be entitled to terminate this Purchase Agreement but shall be liable to an administration fee of GBP 600.

3.5 Permits and approvals

  1. Otovo, notably via their installation partners, will assist with the process of requesting, managing and obtaining the administrative licences and permits on behalf of the Customer.

  2. If the Customer’s property is in a conservation area, or if the Customer’s property has a listed status from relevant authorities prior to the installation of the Products, the Customer is responsible for obtaining necessary permits, consents and approvals. Such approvals may include building permits from the local planning authority, and listed building consent from local planning authority. For surplus electricity sales the Customer must contact an electricity provider.

3.6 Installer selection

  1. Otovo uses subcontractors for engineering, installation and delivery of the Products. The Customer approves the use of subcontractors by Otovo to fulfil its obligations under these Terms & Conditions and the Purchase Agreement.

  2. Otovo selects installation partners and subcontractors, taking into consideration costs, delivery times and other factors at Otovo’s will. The Customer accepts that selection of installation partners and subcontractors for engineering, installation and delivery of the Products occurs at Otovo’s sole discretion.

3.7 Project engineering

  1. It is Otovo’s subcontractors and installation partners which perform engineering and planning of the installation of the Products, including final selection of equipment and components, electrical and mechanical design. The project engineering is based on information provided by the Customer such as the property address, pictures uploaded and information about roofing material and electrical system.

  2. Otovo’s installation partner determines the suitability of the solar panel, inverter and/or Battery placements as proposed by Otovo and the Customer, and may perform alterations to the desired placements if needed in order to conduct the installation according to safety requirements or requirements or limitations from the local grid owner.

  3. The installer may propose changes to the planned installation of the Products in order to achieve the desired performance.

  4. In relation to the Solar Energy System, such changes may include changing the panel placement, changing the amount of panels or adding optimizers to one or more solar panels. Otovo or the installation partner will determine the usability and/or placement of the inverter as specified in the Purchase Agreement prior to the installation. Otovo or the installation partner may suggest a change of inverter specification if deemed necessary.

    1. In relation to the Battery, Otovo or the installation partner will determine the usability and/or placement of the Battery as specified in the Purchase Agreement prior to the installation. Otovo or the installation partner may suggest a change of Battery specification if deemed necessary.

    2. Changes to the material and equipment planned for the installation may occur if this is needed for supply chain reasons, lack of availability, or lack of suitability of the originally suggested equipment.

  5. Otovo will notify the Customer in case the solar panels, inverters or Battery planned for the installation must be changed. To the extent that the type of solar panels, inverter and/or Battery is specified in the Purchase Agreement, any such change requires the approval of the Customer unless the changes result in the Customer receiving Products of equivalent specifications. A lack of approval from the Customer may result in cancellation of the Purchase Agreement by Otovo.

  6. The Customer will be notified of, and has the right to reject, any changes resulting in price adjustments exceeding 5% compared to the originally agreed price.

  7. The installer will plan for the layout and installation of the Products within certain safety limitations. In relation to the Solar Energy System, these limitations can amongst other things ensure that wind requirements are fulfilled, and that water can be transported efficiently. If requested at least 14 days prior to the time of installation, snow guards can be mounted for an additional cost pending availability.

  8. Customers who require system layouts outside the safety parameters established by the installation partners will need to confirm this in writing, and the Customer is aware that this could result in loss of warranties.

3.8 Installation date and duration

  1. Otovo will provide the Customer with an estimated installation time frame and duration as soon as practicable following entry by the parties into this Purchase Agreement.

  2. The actual installation date(s) for the Products will be set by the installer during the project planning stage and notified to the Customer thereafter. The installation date(s) can be changed due to, but not limited to, timing of regulatory approvals and supply chain and capacity constraints.

  3. The installation of the Solar Energy System, solar panels and inverters normally requires 2-5 days of work, depending on the size of the project. Additional time may be required in case regulatory and/or local authority permit is required at the Customer’s property. The complete process including regulatory and/or local utility approvals and electrician work will typically take 3-4 weeks. The duration of the installation period will vary with season, weather conditions, system size and other local conditions. The Customer agrees that in no circumstance Otovo shall be liable for longer than expected installation times.

  4. The installation of a Battery normally requires 1-2 days of work, but some installations may require more time. The Customer agrees that in no circumstance Otovo shall be liable for longer than expected installation times.

  5. The installation of the Products may be executed in several stages.

3.9 Upgrades and additional orders

  1. Any upgrades or additional orders desired by the Customer must be communicated well in advance of the installation. Otovo reserves the right to deny any such upgrades or additional orders if the installation has already been planned, or if any constraints in Otovo’s supply chain do not allow for such upgrades or orders.

  2. Any upgrades or additional orders desired by the Customer which can not be easily accommodated by Otovo, may result in additional fees. The Customer has the right to approve such additional fees, or to cancel the upgrade or additional order. Such cancellation does not affect the Customer’s responsibility towards the originally planned purchase.

4 DURING THE INSTALLATION

4.1 Access to the Customer’s property

  1. The Customer shall ensure that Otovo and its collaborators (such as installation partners, electricians and other subcontractors) have unobstructed access to the Customer's property for the purpose of installing the Products.

  2. Otovo and its installation partners shall have unobstructed access to water, electricity and sanitary facilities for the purpose of installing the Products.

  3. The Customer shall clear any removable obstacles and provide snow clearance and similar measures that are necessary for access to the Customer’s property and performance of the installation.

    1. In relation to the installation of the Solar Energy System, there shall be no obstructions limiting or complicating easy access to the Customer's roof (such as pergolas, winter gardens or similar) or to where the inverter is going to be installed.

    2. In relation to the installation of the Battery, there shall be no obstructions limiting or complicating easy access to where the Battery is going to be installed.

  4. Cost increase as a result of limitations on the access to the Customer's property, electricity or water will be invoiced to the Customer in full.

4.2 No interference

  1. The Customer must ensure that no visitors, family members or pets interfere with the installation personnel, or access the areas of the site where the installation is taking place.

  2. No parts of the work or installation may be conducted by the Customer or any contractors that the Customer conducts separately and at his or her own initiative without prior written approval from Otovo or its installation partners.

  3. Otovo offers no compensation or discounts to the Customer for any work that the Customer executes or contracts on his or her own initiative. Such work will result in loss of all warranties connected to the Products.

  4. The Customer shall not interfere with or disable any preventive maintenance functionality automatically performed on the Battery.

4.3 Adjustments and configuration

Otovo aims to identify any need for changes prior to the installation, but changes to the material and equipment may sometimes occur during the installation work if this is needed in order to accommodate on-site changes to the installation. The provisions in Clause 3.7 (Project Engineering) are also applicable to changes during the installation.

5 AFTER THE INSTALLATION

5.1 Delivery and Commissioning

  1. Delivery" means:

    1. in relation to the Solar Energy System, that all equipment relating to the Solar Energy System is correctly and functionally installed and tested by Otovo or its installation partners; and

    2. in relation to the Battery, that all equipment relating to the Battery is correctly and functionally installed and tested by Otovo or its installation partners.

  2. Delivery of the Solar Energy System and Delivery of the Battery, if applicable, will often not take place at the same time.

  3. The Customer is responsible for ensuring that the electricity grid at the premises is powered upon the Delivery of the Products.

  4. The Customer shall inform Otovo as soon as possible and without unnecessary delay in case the Customer does not accept the Products as delivered.

  5. Commissioning” means:

    1. in relation to the Solar Energy System, the startup of power production under normal circumstances, after approval from local authorities such as the local grid owner if required; and

    2. in relation to the Battery, the startup of the charging and discharging of the Battery under normal circumstances, after approval from local authorities such as the local grid owner.

  6. Commissioning of the Solar Energy System and Commissioning of the Battery, if applicable, will often not take place at the same time.

  7. In some cases, Commissioning of the Products will not be possible at the same time as the Delivery of the Products due to a potential delay in verifying fulfilment of the requirements by the relevant authorities, granting of the necessary permits or licences or delays attributable to the grid owners. Otovo is not responsible for such delays in the Commissioning of the Products.

  8. Some grid owners require that the Customer’s electricity metre is changed prior to commissioning the Products. The grid owner is solely responsible for this process, and Otovo has no liability or responsibility in any delays of power production from the Solar Energy System and/or use of the Battery caused by the grid owner changing the electricity metre.

  9. The Customer must be aware that in practice, the Products may be functioning even if some of the permits or authorizations from the relevant authorities are pending. Any energy produced and/or discharged into the grid up to that moment may not be compensated by the grid connection until the administrative proceedings are completed.

  10. Otovo or Otovo’s installation partner will assist with commissioning the Products after Delivery.

5.2 Documentation and Completion

  1. Otovo will provide the Customer with documentation of the Products. Documentation will be provided electronically and will include product data sheets and user manuals.

  2. Compliance documentation (MCS Certificate) will be delivered by Otovo, on to the Customer, as soon as practicable once it has been received by Otovo from MCS.

  3. Completion” of the installation of the Products means when Commissioning has occurred and all compliance documentation is delivered. The Customer accepts the Products to be completed when Commissioning and documentation is performed.

  4. Completion of the Solar Energy System and Completion of the Battery, if applicable, will often not take place at the same time.

5.3 Invoicing and payment

  1. Otovo will send an invoice for the Solar Energy System to the Customer upon the Delivery of the Solar Energy System.

  2. Otovo will send an invoice for the Battery to the Customer upon the Delivery of the Battery.

  3. The Customer shall pay within 10 days of receiving the relevant invoice. In case of overdue payment, interest shall be payable by the Customer on the unpaid amount at the rate of 4% per annum from and including the date the payment was due up to and excluding the date of payment was actually received.

  4. Completion of the Products may for reasons explained above occur after invoicing by Otovo, in such instances the invoice is to be paid in full within the set payment date. Note that the payment due date may be prior to the Products being commissioned and completed.

  5. Otovo can require that the installation is paid partially or in full prior to the installation being commenced. Customers with solar financing shall inform Otovo in the case of such financing being rejected.

  6. Retention of Title: The Products delivered by Otovo to the Customer shall remain the property of Otovo or its subcontractors or installation partners until full payment of the price owed by the Customer to Otovo for the sale, delivery and installation of the Products.

5.4 Data and monitoring

  1. Connection of the Products to the internet requires that the Customer has WiFi coverage available where the inverter and/or Battery is installed and that WiFi network name and password has been made available to the installer during the installation.

  2. In cases where sufficient WiFi coverage and signal quality is not available, the Customer is responsible for ensuring and conducting internet connection of the Products. Note that not all inverters or batteries are capable of connection to the internet by other means than via WiFi.

  3. It is the Customer’s responsibility that the internet connection is working, and that the inverter(s) and/or Battery have been configured with the correct password. Otovo or Otovo’s installation partners are not responsible for troubleshooting related to internet connection.

  4. Otovo will assist the Customer in registering the Products on the applicable manufacturers internet portal. Collection, storage and use of the data on the manufacturer’s portal is subject to terms and conditions set by the respective manufacturer, and is a subject solely between the manufacturer and the Customer. The Customer must give explicit notice if the Customer does not wish the Products to be registered on the applicable manufacturer’s internet portal.

  5. Otovo has the right to collect, store and use production and/or charging data from the Products at its own discretion. Please see our privacy policy at www.otovo.co.uk/legal/privacy/ for a more detailed description of how Otovo handles personal data.

  6. Customers may use the Otovo App or Otovo My Page, if available, to see production data from the Solar Energy System. Data availability in the Otovo App or Otovo My Page requires that all internet connections are working as intended, and that the Solar Energy System has been configured to the inverter manufacturer’s portal according to provided specifications. Otovo does not guarantee that data integration to the inverter portal is working at all times. The Customer understands that the data integration, the Otovo App and Otovo My Page may be changed or cancelled at any time without prior notice.

  7. The Customer gives Otovo the right to register the Products, including the address of the installation, on the relevant manufacturer’s internet portal, and to access, download and store the data available in the internet portal for the Customer’s installation. The Customer also gives the applicable manufacturer the right to share data available in the internet portal with Otovo.

  8. It is the Customer’s responsibility for ensuring that the monitoring portal of any pre-existing solar energy system is available, accessible and compatible with the Battery.

  9. A Solar Energy System sold with optimizers does not include panel level performance monitoring.

5.5 Notice to the Customer's insurance company

The Customer is responsible to give notice to the insurance company about installation of the Solar Energy System on the Customer's property.

5.6 System conditions

  1. The Solar Energy System is balanced between the nominal DC power of the solar panels and the AC power output of the inverter.

  2. The Solar Energy System size and power stated in these Terms & Conditions relates to the nominal DC power output from the solar panels.

  3. The installer will as a part of the projecting of the Solar Energy System assess the optimal inverter for the project. As most inverters are more efficient at high utilisation, the inverter will in many cases be dimensioned slightly lower than the nominal DC power of all the solar panels combined. This is done to optimise the yearly energy output of the system, and may result in peak shaving of the power output from the Solar Energy System on particularly sunny days.

  4. The Battery size and power stated in these Terms & Conditions relates to the Maximum Usable Energy of the Battery, as defined in the Purchase Agreement.

  5. Noise from the Products may occur due to cooling fans and/or switching components in solar inverters or in electric and electronic circuitry.

5.7 Sales of excess power

The Customer is the owner of power produced by the Solar Energy System and/or stored in the Battery. Otovo is not responsible for sales of any power deriving from the Solar Energy System or the Battery.

5.8 Marketing and social media

The Customer grants Otovo the right to freely use images of the Customer’s property, the Products and the installation process in marketing efforts including social media earned media coverage.

6 WARRANTIES

6.1 Installation work warranties

  1. Otovo grants a 2 year warranty on the work conducted by Otovo or Otovo’s installation partners during the installation of the Products.

  2. Damages caused by Otovo or Otovo’s installation partners that manifests itself within the warranty period will be repaired and/or compensated for according to these Terms & Conditions.

  3. The Customer is responsible for notifying Otovo as soon as possible and within reasonable time after any damages are discovered or could reasonably have been expected to be discovered. The Customer shall use its best efforts to minimise the consequences of the damage. If the Customer fails to notify Otovo within reasonable time, the installation warranties will be void.

  4. The period of warranty starts upon the Delivery of the Products.

  5. Any work performed by the Customer or a third party that interferes with the work performed by Otovo or Otovo’s installation partner during the installation warranty period results in the warranty being void.

6.2 Product warranties

  1. Otovo grants a 2 year product warranty on the solar panels, inverters, mounting kits and cables used in the installation of the Products (the “Warranted Equipment”).

  2. During the product warranty period, Otovo warrants that the Warranted Equipment shall  function as intended, and shall be free from any material manufacturing defects. Otovo’s warranty provided hereunder does not apply to the following:

    1. work performed or material used on the Warranted Equipment by anyone other than Otovo or Otovo’s installation partners;

    2. any materials which are part of the Warranted Equipment that are modified, repaired or attempted to be repaired by anyone other than Otovo or Otovo’s installation partners without Otovo’s prior written approval;

    3. damages to the Warranted Equipment resulting from the Customer’s breach of these Terms & Conditions;

    4. any damage to the Warranted Equipment not caused by Otovo or Otovo’s installation partners;

    5. damage to the Warranted Equipment resulting from ordinary wear and tear;

    6. damage to the Warranted Equipment resulting from mould, fungus and other organic pathogens;

    7. shrinking/cracking of grout and caulking on the Customer’s property roof or exterior; and

    8. fading of paints and finishes on the equipment exposed to sunlight,

      and the Customer hereby expressly acknowledges and agrees that installation of the Warranted Equipment at its property may void any (i) roofing warranty of the roof manufacturer or roof installer and/or (ii) property insurance of any kind. Otovo assumes no responsibility whatsoever if its work voids such roofing warranty or insurance.

  3. Any defect or malfunctioning component(s) of the Products during the product warranty period will be replaced or repaired at Otovo’s sole discretion. The Customer will have no right to any compensation payment for any defect or malfunctioning component(s), including any compensation for loss of energy production during the period of malfunction, replacement or repair.

  4. The product warranty given by Otovo covers direct and necessary costs required for repair or replacement of the defect or malfunctioning Product alone.

  5. Cosmetic changes or minor damages caused by Otovo or Otovo’s installation partners in connection with the repair or replacement of Products under this warranty will not be repaired or compensated for.

  6. The Customer is responsible for any incurred direct costs to Otovo in case of a wrongful warranty claim made by the Customer.

  7. The period of warranty starts upon the Delivery of the Products.

  8. Any work on or interference with the Products performed by the Customer or a third party during the product warranty period results in the warranty being void.

  9. Any product warranties exceeding the product warranty from Otovo given directly by the manufacturer is a matter between the Customer and the manufacturer. Note that such extended warranties may require the Customer to register the products according to manufacturer procedures.

6.3 Performance warranties

  1. Otovo does not give any warranties on the performance of the Products, other than what is described in this Clause.

  2. Any performance warranties given directly by the manufacturer is a matter between the Customer and the manufacturer. Note that such performance warranties may require the Customer to register the products according to manufacturer procedures.

    Performance warranties in relation to the Solar Energy System:

  3. Otovo guarantees that the Solar Energy System has the nominal DC system power output as specified in the Purchase Agreement, but does not give any warranties as to levels of actual electricity generation.

  4. The estimated energy production output given by Otovo is based on the system power and available databases for solar insolation, climate data, and details provided about the installation site. Actual energy production will vary over time, and may be affected by local weather variations, shadowing by vegetation, neighbouring buildings or on-site features. Any shading from building features, nearby buildings, vegetation or similar is not accommodated in the estimates. Otovo shall be under no obligation whatsoever to maintain or operate the Solar Energy System so as to achieve any particular level of electricity output.

  5. All components of the Solar Energy System are susceptible to wear and tear, which may result in aesthetical changes and/or reduced energy performance and production over time. Such aesthetic changes and/or reductions in the energy production caused by normal usage and/or ageing must be expected and are not covered by the performance warranties.

    Performance warranties in relation to the Battery:

  6. Otovo warrants that at the date of commissioning that the Battery has the Maximum Usable Energy capacity as specified in the Purchase Agreement.

  7. Any Battery is susceptible to wear and tear, which may result in aesthetical changes and/or natural degradation of the capacity over time and with use. Reduction in the capacity according to data provided by the manufacturer must be expected.

  8. Reduced capacity of the Battery below the Maximum Usable Energy (as further specified in the Purchase Agreement) as a result of normal usage, ageing and/or degradation is not in itself considered as a defect or malfunction. Reduced capacity may only be seen as a defect or malfunction if the capacity is significantly lower than what is normal for a Battery with the same age and use, according to data provided by the manufacturer.

6.4 Voided warranty

  1. In order to benefit from the warranties, the Customer shall make use of the Products with any care standards Otovo or Otovo’s Installer’s communicate to  the Customer and any relevant manufacturer’s guidelines. In addition,  the Customer agrees that they shall observe and act in accordance with any error messages, including but not limited to immediately shutting-off the applicable component if so implied or if requested by the manufacturer or Otovo. Any damages caused to the Products or its surroundings due to malign use, negligence or failure to perform necessary maintenance are not covered by the warranties.

  2. The Customer shall further perform necessary preventive maintenance of the Products.

    1. In relation to the Solar Energy System, such preventive maintenance includes, among other things, removal of debris on the solar panels, proper cleaning of the solar panels in case of extreme dust or sand, removal of ice build-up or removal of excess snow on the solar panels. Further, the Customer shall carry out preventive maintenance of elements on the property which may impact or threaten the safety, function or effect of the Solar Energy System (for instance the trimming of hedges or trees and removal of dirt or dust around the solar panels).

    2. In relation to the Battery, such preventive maintenance can include automatic and/or scheduled charging and discharging cycles. Any interference with or disabling of such preventive maintenance functionality automatically performed on the Battery may void the warranties.

  3. In order to benefit from the warranties, any usage of the Products shall be in accordance with guidelines provided by the manufacturer.

    1. In relation to the Battery, excessive or frequent cycling of the Battery may void the warranties.

7 DAMAGES AND COMPENSATION

7.1 Damages

7.1.1 Damage to the Customer's property

  1. Otovo shall give due consideration to the Customer's property and general possessions during installation of the Products. Otovo agrees to compensate for damage directly caused by negligence by Otovo or Otovo’s installation partners.

  2. Minor damages to the Customer’s property from normal installation activities are not deemed as damage to the Customer’s property. Such minor damages may include for instance dents or scratches in roofing materials and/or roof tiles, penetration of trusses by nails or screws and/or changes in water or snow carrying properties.

  3. In case of the Customer’s roof being fitted with roofing panels, during the installation of the Solar Energy System there is a risk of dents, and consequently a loss of product warranty. Otovo is not liable for damages following loss of warranty or dents in roofing panels.

  4. The Customer is responsible for ensuring safe snow carrying when purchasing a Solar Energy System.

7.1.2 Damage to public or third party property

Otovo is not responsible for any damages caused to public or third party property due to the Products or consequences thereof, unless damages are caused by judicially determined errors or negligence by Otovo or Otovo’s installation partners.

7.1.3 Limited liability

  1. Otovo or its installation partners are not responsible for any damage to the Customer’s property that is caused due to negligence from the Customer or the Customer’s failure to comply with these Terms & Conditions.

  2. Otovo and its installation partners are not responsible for any injuries caused by unauthorised access to the installation site or areas where the installation is performed.

  3. Nothing in this Purchase Agreement limits or excludes the liability of either party to the other for:

    1. any personal injury or death caused by its negligence or by a person for whom it is vicariously liable;

    2. for fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person from whom it is vicariously liable; or

    3. for any matter for which it would be illegal to exclude or limit to attempt to exclude or limit its liability.

  4. Otovo’s aggregate liability under this Purchase Agreement to the Customer for all claims in aggregate shall not exceed GBP 20,000.

7.2 Repairs of damages

  1. Damages or faults to the Products caused by Otovo or Otovo’s installation partners and subcontractors, which Otovo is responsible for, during the installation of the Products or other work conducted under these Terms & Conditions will be repaired or replaced by Otovo at Otovo’s own discretion.

  2. The Customer is responsible for notifying Otovo in case of damage or faults as soon as possible. Otovo is not responsible for any repairs or replacements for damages to the Products that are not notified to Otovo within a reasonable time after the Customer has been made aware of such damages.

  3. Otovo undertakes to repair or replace such faulty equipment in or damages to the Products caused by Otovo or installation partners during the installation, and which Otovo is responsible for, as soon as possible and within reasonable time from the Customer notifying Otovo.

7.3 Compensation

7.3.1 Direct losses

  1. Otovo is liable for direct, evidenced and foreseeable losses incurred by the Customer that are due to delayed delivery of and deficiencies to the Products. Direct losses means necessary and documented additional expenses incurred by the Customer as a result of the defect or the delayed delivery.

  2. Otovo is not responsible for direct losses if the deficiency or delay was due to circumstances beyond Otovo's control, and that Otovo may not reasonably have expected to avoid or overcome the consequences of.

  3. Nothing in these Terms & Conditions shall be deemed to limit any statutory right which the Customer is awarded according to applicable and mandatory laws of England.

7.3.2 Excluded losses

Otovo is not liable for any (i) indirect or consequential losses (ii) loss of profits or earnings, or (iii) loss of goodwill incurred by either consumer or business Customers as a result of delayed delivery of and deficiencies to the Products.

7.3.4 Loss of production

Loss of production or functionality may occur in case of downtime or malfunction of the Products or in case of grid power outages or grid errors. Otovo does not have any responsibility to compensate the Customer for any loss of production occurring outside of Otovo’s control, including errors caused by the public and/or local grid/distribution network.

7.4 Disclaimer

  1. The Products are not the Customer's sole source of electricity. Otovo is therefore not liable for losses caused directly or indirectly by power outages. When the power from the grid is gone, the Solar Energy System will automatically shut off. When the power from the grid is gone, the Battery will automatically shut off, unless the Customer has prepared special electrical provisions that enable the continued operation of the Battery also in the event of grid outages and which are not included in Otovo’s estimates.

  2. Any work on the Products should be performed by authorised personnel. Otovo is therefore not liable for losses caused directly or indirectly as a result of, among other, repairs and maintenance performed by unauthorised personnel.

8 Termination and disputes

8.1 Termination

8.1.1 Cancellation and termination by the Customer

  1. The Customer may cancel the Purchase Agreement at no charge within 14 days after the Contract Date (as specified in the Agreement).

  2. In the event of a price increase of more than 5% compared to the originally agreed price, the Customer may terminate the Purchase Agreement at no charge within 14 days after such price increase has been notified to the Customer by Otovo or Otovo’s installation partners.

  3. After 14 days following the Contract Date, but prior to commencement of the installation, the Customer may terminate the installation against payment of a cancellation fee of GBP 600.

  4. Cancellation or termination by the Customer must be done in writing by email to sun@otovo.co.uk.

  5. In the event that the Customer terminates the Purchase Agreement after the agreed commencement date, the Customer shall pay for any work which has been completed, and any materials which have been delivered.

  6. Insufficient financing for the Customer does not impact Otovo’s right to cancellation fees.

8.1.2 Cancellation and termination by Otovo

  1. Otovo may cancel or terminate the installation at no charge for Otovo if the Customer has not within 30 days after this Purchase Agreement was entered into, provided necessary information to Otovo (or Otovo’s installation partners) for the installation to be executed. In this event Otovo can invoice the Customer a termination fee of GBP 600.

  2. Otovo may cancel or terminate the installation at no charge for Otovo if the installation cannot be completed due to circumstances beyond Otovo’s control - such as lack of approval from local authorities, changes in national regulatory requirements.

  3. Otovo may cancel or terminate the installation at no charge for Otovo if the installation can not be performed within reasonable time, due to delays caused by the Customer or third parties contracted by the Customer - such as the building not being ready, lack of electricity on site, or similar.

  4. Otovo may cancel or terminate the installation at no charge for Otovo due to wrong information provided by the Customer to Otovo or Otovo’s installation partners, in which case the Customer shall cover expenses for any work which has been completed, and any materials which have been delivered, by Otovo, Otovo’s installation partners or subcontractors.

  5. Otovo may cancel or terminate the installation at no charge for Otovo due to local conditions that significantly complicates the installation or that may result in significantly increased costs.

  6. Otovo may at any point in time delay or cancel the Purchase Agreement at no charge for Otovo due to supply chain constraints, such as shortages or delays in delivery of materials, lack of capacity in the value chain, or due to increased costs in the purchase of materials or services needed to fulfil the Purchase Agreement.

8.2 Disputes

  1. These Terms & Conditions and the Purchase Agreement shall be governed by and construed in accordance with the laws of England. The Parties irrevocably submit to the exclusive jurisdiction of the English courts.

  2. Without prejudice to Clause 8.2.1, the Parties shall endeavour in good faith to resolve any dispute by mutual agreement and if this is not possible, then either party may commence proceedings.

8.3 No Waiver

Any failure by Otovo to insist upon the strict performance of any term, covenant or condition of this Purchase Agreement, or to exercise any right or remedy upon breach of any provision of this Purchase Agreement, or the acceptance of payment or performance during the continuation of any such breach, shall not constitute a waiver of any term, covenant or condition contained herein or a waiver of any subsequent breach or default in the performance of any term, covenant or condition.

8.4 Rights of Third Parties

A person who is not a party to this Purchase Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

8.5 Severance

If any provision or part-provision of this Purchase Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Purchase Agreement.

8.6 Counterparts

This Purchase Agreement may be executed in any number of counterparts and all of such counterparts so executed shall be deemed to be an original and all such counterparts together shall for all purposes constitute one agreement, notwithstanding that both parties are not signatory to the same counterparts.

8.7 Variations

No variation to this Purchase Agreement shall be effective unless made in writing and signed by both parties.

8.8 Assignment

The Customer may not assign any of its rights or obligations under this Purchase Agreement without Otovo’s consent.

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