Between: SolarSquare Energy Private Limited (“SolarSquare“) and the customer (“Customer”).
- Overview
This Agreement governs the Blue Maintenance Plan, under which SolarSquare provides maintenance and repair services for Solar Plants with built-in service guarantees.
- Customer Eligibility
The Customer under this Agreement includes:
- Existing SolarSquare Customers: Those who have completed their initial 5-year (4-year for UP) GoodZero Agreement or Maintenance Agreement with SolarSquare and wish to continue maintenance services
- Third-Party Installation Customers: Those who had their Solar Plant installed by vendors other than SolarSquare but wish to avail SolarSquare’s maintenance services
- Scope of Services
Preventive Maintenance (PM):
- Regular periodic maintenance commencing from plant commissioning
- 8 working hours advance notice via registered communication
- Customer may reschedule once per PM cycle (maximum 4 times/year) with 4 hours notice
- Failed rescheduling or non-compliance: INR 1,500 charge + visit counted as completed
- Month-long delay due to Customer’s untimely rescheduling may result in plan termination
Customer-Initiated Service Requests:
- Contact SolarSquare customer care for assistance
- Remote troubleshooting provided over phone
- Site visit scheduled within 72 hours if issue not resolvable remotely
Included Services:
- Preventive Maintenance and cleaning
- Minor repair works (zinc spray, PU sealant application) at no additional cost
- Term and Termination
- Agreement Term: one (1) year or five (5) years (four (4) years for TOPCon installations in Uttar Pradesh), as applicable to the product or service sold, commencing from the Effective Date.
- Renewal: Available with modified terms upon mutual consent
- Termination Rights:
- SolarSquare: May terminate with 30 days prior written notice without cause
- Customer Breach: SolarSquare may terminate immediately if Customer fails to fulfill obligations
Post-Termination:
- Customer must pay all outstanding amounts within 21 days of termination/expiration
- Customer Obligations
System Maintenance:
- Keep inverter free from obstructions (bird nests, insects)
- Ensure adequate ventilation for inverter
- Maintain continuous Wi-Fi connectivity for system monitoring
- Maintain adequate insurance coverage (theft, fire, natural calamities, accidental damage)
Prohibited Actions:
- Do not: Dry clothes on Solar Plant
- Do not: Stand on Solar Plant or place objects causing shading/damage
- Do not: Throw objects onto Solar Plant
- Do not: Install sprinklers or water-generating machinery near/on Solar Plant
- Do not: Direct water at inverter, DCDB, or ACDB
- Do not: Drill holes in Wind Pro mount structure
Required Facilities:
- Provide ladder, water, single-phase electric connection for SolarSquare team
- Promptly inform SolarSquare of: module breakage, external damage, cable breakage, MCB tripping
Non-compliance: Failure to fulfill obligations may result in immediate termination and all outstanding fees become due.
- Payment Terms
- Invoicing: Issued on 10th day of every month
- Payment Due: Within 10 days of invoice receipt
- Late Payment: Attracts interest at 10% per annum
- Taxes: All fees exclusive of GST and applicable taxes (borne by Customer)
Dispute Resolution for Invoices:
- Notify SolarSquare within 3 days of invoice with sufficient evidence
- Dispute resolved within 15 days to SolarSquare’s satisfaction
- If resolved, Customer pays within 3 days of resolution
- Undisputed fees must be paid within original timeline
- Representations & Warranties
SolarSquare Warrants:
- Holds all necessary licenses and consents
- Services performed by qualified individuals in professional and workmanlike manner
- Maintains high standards of quality and industry best practices
- Will not breach third-party intellectual property rights
Customer Warrants:
- Has full legal authority to enter into Agreement
- Is lawful owner/user with valid rights over premises and Solar Plant
- Solar Plant maintained in compliance with all applicable laws and safety standards
- All information provided is true, accurate, complete, and not misleading
- Has sufficient financial resources to pay fees
- Will notify SolarSquare with 15 days advance notice if transferring Solar Plant ownership
- Limitation of Liability
- Maximum Liability: INR 10000(total cap under all circumstances)
- SolarSquare’s liability strictly limited to provision of Services
- Not liable for: Damages to life, structures, death, injuries, consequential/incidental damages from Solar Plant use, operation, or failure
- Indemnity
Customer indemnifies SolarSquare against all claims arising from:
- Customer’s failure to comply with Agreement terms
- Third-party claims from installation, operation, or maintenance
- Customer’s violation of applicable laws/regulations
- Unauthorized modification, repair, or tampering by Customer
- Damages from natural disasters/force majeure occurring due to Customer’s negligence
Indemnity obligations survive termination/expiration of Agreement.
- Intellectual Property Rights
- All Intellectual Property remains with SolarSquare or its licensors
- Customer has limited, non-exclusive, non-transferable right to use Solar Plant for intended purpose only
- Customer shall not: Copy, modify, reverse-engineer, disassemble, decompile, sublicense, or create derivative works
- Unauthorized use constitutes material breach and may result in legal action
- Customer must cease all IP use upon Agreement termination
- Confidentiality
- Both parties must maintain confidentiality of all Agreement terms and information
- No disclosure unless: information becomes public domain, required by law, disclosed to professional advisors, or necessary for Agreement performance
- Upon termination: destroy or return Confidential Information within 10 days
- Confidential Information includes: customer information, business plans, financial data, proprietary technology, pricing, trade secrets
- Force Majeure
Covered Events:
- Acts of God (floods, earthquakes, hurricanes, lightning)
- War, terrorism, riots, civil disturbances
- Government actions, regulatory restrictions
- Labor disruptions (strikes, lockouts)
- Public health emergencies (epidemics, pandemics)
- Utility/cyber failures, power outages
Process:
- Affected party must notify within 2 days of occurrence
- Must take reasonable steps to mitigate effects
- Obligations suspended only to extent impacted
- If Force Majeure continues beyond 5 days/months, either party may terminate with 30 days written notice
- Governing Law & Dispute Resolution
- Governing Law: Laws of India
- Jurisdiction: Mumbai courts have exclusive jurisdiction
- Dispute Resolution Process:
- Good faith negotiations between parties
- If unresolved within 21 days, escalate to senior management
- If still unresolved, parties may agree to mediation (costs shared equally)
- If mediation fails, proceed to arbitration under Arbitration and Conciliation Act, 1996
- Sole arbitrator mutually appointed
- Seat/Venue: Mumbai, Maharashtra
- Language: English
- Decision is final and binding
- General Provisions
- Notices: Served by email or post to addresses in Agreement
- Sub-Contracting: SolarSquare may sub-contract obligations
- Modification: Effective only if agreed in writing by authorized representatives
- Entire Agreement: This Agreement and annexures constitute entire agreement
- Survival: Obligations that should reasonably survive will survive termination
- Severability: Invalid provisions severed; remaining provisions continue
- Non-Waiver: Waiver effective only in writing for specific instance
- Specific Performance: Either party may seek specific performance and injunctive relief for breach
Contact: +91 98 3000 3000| aftersales@solarsquare.in