Sosimple Energy General Terms & Conditions

In this Agreement, unless the context otherwise requires, the following capitalised terms shall have the meanings assigned to them below and cognate expressions shall have corresponding meanings:

2.1 “Attachment” means any attachment to the General Conditions.

2.2 “Access Rights” means a right of access to and from the Site and Placement Area for the purposes and in the manner prescribed under the Agreement.

2.3 “Affected Party” has the meaning ascribed thereto in clause 19.3 of the General Conditions.

2.4 “Agreement” means this agreement comprising of Part 1 (Specific Conditions) and Part 2 (General Conditions of Contract), including all attachments to it.

2.5 “Applicable Law” means all applicable laws of a Government Authority, including, legislation, regulations, judgments, injunctions, writs and orders or like actions, rules and regulations of any regional, province, municipal or other similar authority and the common law.

2.6 “Approval Notice” means the notice given under clause 8.2 of the General Conditions that the conditions listed thereunder are met.

2.7 “Cancellation Date” means a date on which you may cancel the Agreement as defined in clause 15.3 of the General Conditions.

2.8 “Commencement Date” means the first calendar day following the date on which the Facilities have been installed as required under this Agreement and are used by you for the purposes of generating Energy Output.

2.9 “Confidential Information” means all information and materials disclosed, provided or otherwise made accessible to the Customer in the course of quoting or tendering for and performing the Solar Services under this Agreement of a confidential nature but excludes information that the Customer can prove (i) subsequent to the Signature Date, became part of the public domain otherwise than as a result of disclosure thereof by the Customer; or (ii) was in the public domain at the Signature Date; or (iii) was lawfully in its possession at the time of disclosure by Sosimple to the Customer.

2.10 “CPI” means the South African Consumer Price Index each respective year, as published monthly in the Government Gazette of the Republic of South Africa.

2.11 “Customer” means the contracting party referred to in the Specific Conditions.

2.12 “Customer Default” has the meaning ascribed thereto in clause 20.1 of the General Terms and Conditions.

2.13 “Default Cost” means an amount representing the commercial value due to Sosimple as a consequence of a Customer Default. The Default Cost is equal to the Removal Fee per the number of months remaining of the Initial Term, ascribed hereto in Paragraph (vii) of the Specific Conditions.

2.14 “ECTA” has the meaning ascribed thereto in clause 28.1 of these General Conditions.

2.15 “Energy Supply” means the total energy Supply of the Facilities, measured in kWh at the Metering Point.

2.16 “Environmental Attributes” means the characteristics of Energy Output produced by the Facility that have intrinsic value, separate and apart from the Energy Output, arising from the perceived environmental benefits of the Facilities Energy Output, including but not limited to all environmental and other attributes that differentiate the Facilities or the Energy Output from energy generated by fossil-fuel based generation units, characteristics of the Facility that may result in the avoidance of environmental impacts attributable to the Facilities or the compliance of the Facilities or the Energy Output with the law, rules and standards of the United Nations Framework Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol or any other country, regional or global successor programs involving transferability of Environmental Attributes.

2.17 “Facility” or “Facilities” means a solar power generation system including equipment, solar panels, support structure, protection, inverters, controls, meters, switches, connections, conduit, wires and all related equipment installed as a removable, temporary fixture. The Facilities include all support structures and panelling erected for the purpose of securing panels and inverters.

2.18 “Feed-in Tariffs” has the meaning ascribed thereto in paragraph (iii) of the Specific Conditions.

2.19 “Force Majeure Event” has the meaning given to it in clause 19 of the General Conditions.

2.20 “General Conditions” means these general terms and conditions of contract.

2.21 “Government Authority” means the national, local, provincial Government of the Republic of South Africa, any ministry or department thereof and any government owned or controlled agency.

2.22 “Indulgence” has the meaning ascribed thereto in clause 6 of these General Conditions.

2.23 “Initial Term” means a period starting on the Commencement Date and ending at the expiration of the period indicated in paragraph (i) of the Specific Conditions.

2.24 “Insolvent” means where a Party –

2.24.1 ceases to trade;

2.24.2 is liquidated in accordance with chapter 14 of the Companies Act No. 73 of 2008;

2.24.3 commences with business rescue proceedings aimed to facilitate the rehabilitation of its respective company that is financially distressed;

2.24.4 enters administration or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator given by any person filed at any court;

2.24.5 has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income;

2.24.6 is subject to an application to or order or notice issued by a court or other authority of competent jurisdiction for its winding up (in accordance with any Applicable Law);

2.24.7 is the subject of anything analogous to the foregoing under the laws of an applicable jurisdiction;

2.24.8 is unable to pay its debts as they fall due;

2.24.9 proposes or passes a resolution for its winding up or, in the case of a limited liability partnership, proposes or determines that it will be wound up (save for the purpose of a solvent reconstruction or amalgamation); or

2.24.10 proposes, makes or is subject to, a company voluntary arrangement or a composition with its creditors generally, or makes an application to a court of competent jurisdiction for protection from its creditors generally.

2.25 “Installation Agreement” means an agreement between you and Sosimple, which deals with the installation and placement of the Facilities by Sosimple.

2.26 “Invoice Date” has the meaning ascribed thereto in clause 17.2 of the General Conditions.

2.27 “kW” means kilowatt.

2.28 “kWh” means kilowatt hour alternating current (“AC”).

2.29 “kWp” means the nameplate kilowatt rated peak installed capacity (“DC”).

2.30 “Lien” has the meaning given to it clause 16 of the General Conditions.

2.31 “LTM” means the sum of the energy bills of the last twelve months.

2.32 “Metering Point” shall be the point(s) at which Energy Output is monitored.

2.33 “Monthly Payment” means the total monthly service and rental payments for the Solar Services, to be calculated as described in paragraph (v) of the Specific Conditions.

2.34 “Placement Area” means the area(s) on which the Facilities are to be placed by Sosimple for the Customer’s (or his/her/its tenants) use and benefit, as contemplated in Part 1.

2.35 “Primary Meter” means the metering equipment installed by Sosimple in terms of this Agreement.

2.36 “Private Distribution Network” means the Customer’s own system of electric lines used internally for distribution of electricity at the Site.

2.37 “R” or “Rands” means the South African Rand or the equivalent of the lawfully prevailing currency of the Republic of South Africa.

2.38 “Relocation Fee” has the meaning ascribed thereto in paragraph (vii) of the Specific Conditions.

2.39 “Removal Fee” has the meaning ascribed thereto in paragraph (vii) of the Specific Conditions.

2.40 “Renewal Term” means successive periods of 2 (TWO) years as defined in clause 15.7 of the General Conditions.

2.41 “Security Interest” has the meaning ascribed thereto in clause 18 of the General Conditions.

2.42 “Signature Date” means the date on which the last contracting Party signs the Agreement.

2.43 “Site” means the area identified in Part 1.

2.44 “Solar Services” means the supply of the Facilities, made available for your use and benefit, and operating and maintaining the Facilities, so as to maximize the Energy Output available.

2.45 “Sosimple” means the contracting party referred to in the Specific Conditions, namely Sosimple Solar Asset Management Pty (Ltd), registration Number: 2018/440309/07, and all future assigns.

2.46 “Specifications” means the Facilities major component parts and specifications as described in Part 2.

2.47 “Specific Conditions” means the defined listed variables applicable to this Agreement, as set out under Part 1 of the Agreement.

2.48 “Utility” means the public authority licensed to transmit, distribute and retail electricity to customers in and around the Site.

2.49 “VAT” means Value Added Tax (where applicable) as levied under Applicable Law.