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Turnkey Solar PV Installation – Terms and Conditions

1. Scope of Work

UPGREEN Inc. agrees to install a solar photovoltaic (PV) system at the property specified in the proposal. The final system design will be determined through our proprietary Design Optimization process, in consultation with the Customer. The system may operate in parallel or non-parallel with the local utility, as determined by the optimization process. The installation typically include a premium-grade aluminum mounting system and all necessary balance of system (BOS) components, such as a Solar Performance Meter Box (if required), AC disconnect, and all required electrical hardware. All work will comply with applicable building codes, utility requirements, and the Customer. Association guidelines (if applicable). This Scope of Work may be subject to modification or refinement based on the specific requirements of a particular project, as explicitly outlined in other sections of the proposal or agreement. In such cases, the detailed scope provided elsewhere shall take precedence.

2. Contract Price

The Final Contract Price will typically reflect the most cost-effective system design, as determined by UPGREEN based on the lowest Return on Investment (ROI) or Levelized Cost of Energy (LCOE). This price typically results in a lower cost per kW than the initial estimate provided in the proposal.  The total contract price, including all applicable fees, taxes, and charges, will be specified in the individual proposal issued by the Upgreen Team

3. Payment Schedule

Payments shall be made according to the following milestones:

  • 15% upon signing of this agreement
  • 50% upon completion of the Design Optimization process and ordering of equipment
  • 35% upon project completion, including delivery of documentation, warranties, and final inspection approval

Late payments will incur interest at 1.5% per month (or the maximum rate permitted by law), calculated daily from the due date until full payment is received. Payments may be made via:

  • Cheque (to the address on page 1)
  • Credit card (subject to a 2.9% processing fee)
  • E-transfer to info@upgreen.ca
4. Financing

UPGREEN will assist the Customer in exploring financing options through lenders and government programs. Additional financing solutions may be evaluated upon request. If applicable, financing options and recommendations will be detailed in the proposal provided by the Upgreen Team. Upgreen may assist the client in identifying and applying for financing solutions through third-party lenders or government programs. Final approval and terms of financing are subject to the policies of the respective financial institutions and are not guaranteed by Upgreen.

5. Change Orders

Any changes to the scope of work, materials, or labor must be documented in a written change order signed by both parties. Any resulting cost adjustments will be added to the Final Contract Price.

6. Work Quality

All work will be performed to a high standard and in full compliance with applicable building and electrical codes, utility interconnection requirements, and relevant laws.

7. Project Approval

UPGREEN will provide the Customer with a detailed plan, including construction drawings, equipment specifications, and a description of the work. Installation will not begin until the Customer has approved all plans and materials. All equipment will include original manufacturer warranties where applicable.

8. Licensing

All work will be performed by licensed professionals as required by law.

9. Subcontractors

UPGREEN may engage qualified subcontractors to perform portions of the work. UPGREEN remains fully responsible for the completion and quality of the project.

10. Insurance

UPGREEN maintains the following insurance coverage:

  • Commercial General Liability Insurance: Minimum of \$1,000,000 per occurrence and \$2,000,000 aggregate
  • Workers’ Compensation Insurance: As required by law
11. Permits

UPGREEN will obtain all necessary permits for the installation.

12. Site Conditions and Cleanup

UPGREEN will remove all installation-related debris and leave the site in a clean condition. Landscaping services are not included in this contract.

13. Warranty of Work
Scope of Warranty

a. Covers defects or issues arising from UPGREEN’s workmanship during installation.

b. Ensures the system performs according to agreed specifications and standards.

c. Excludes issues caused by external factors such as natural disasters, misuse, or unauthorized modifications.

d. UPGREEN will repair any interior (e.g., attic) weather-related or water damage caused by faulty workmanship at no cost to the Customer.

e. The Customer must promptly notify UPGREEN of any such damage. UPGREEN will inspect and, if responsible, repair the issue within a reasonable timeframe.

Remedies

a. UPGREEN will repair or replace defective components or rectify issues at its discretion.

b. Labor for manufacturer warranty claims (e.g., PV modules, inverters) is not covered. UPGREEN may charge a reasonable fee for such labor.

c. The Customer must submit warranty claims in writing with detailed issue descriptions.

Limitations

a. Warranty is non-transferable and applies only to the original Customer.

b. Excludes consequential damages or losses.

c. UPGREEN is not liable for issues caused by the Customer's negligence or failure to follow maintenance guidelines.

d. Excludes damage from acts of nature, vandalism, or unauthorized repairs.

Exclusions

a. Use of unauthorized or incompatible components.

b. Failure to provide access for maintenance or repairs.

c. Repairs or modifications by third parties without UPGREEN’s written consent.

Duration
  • Standard workmanship warranty: 5 years
  • Optional extended warranty: 10 years (upon request)
  • Manufacturer warranties apply to equipment and performance
14. Contractor Status

UPGREEN is an independent contractor and not an employee of the Customer. UPGREEN is responsible for its own tools, equipment, and tax obligations.

15. Non-Disclosure

UPGREEN agrees not to disclose any Confidential Information obtained during the course of the project. This obligation survives the termination of the contract.

16. Conflict of Interest

UPGREEN affirms it has no conflicts of interest and will notify the customer in writing if any arise during the contract term.

17. Termination

This contract may be terminated upon:

  • Completion of the project
  • Exhaustion of the allocated budget
  • 15 days’ written notice by either party
18. Indemnification and Liability

Each party agrees to indemnify and hold the other harmless from any claims, damages, or losses arising from negligence, breach of contract, or misrepresentation.

19. Arbitration

Disputes not resolved through negotiation will be submitted to binding arbitration.

  • Claims under \$50,000: resolved by a single arbitrator
  • Arbitration awards are confidential
20. Force Majeure

Neither party shall be held liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, civil unrest, or government actions. This clause does not apply where delays are otherwise addressed in this Agreement.

21. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. Any legal proceedings shall be subject to the exclusive jurisdiction of Ontario courts.

22. Attorney Fees and Costs

In any legal or arbitration proceedings to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs, including those incurred during trial, appeal, or bankruptcy proceedings.


Consultancy Services – Terms and Conditions

1. Scope of Services

UPGREEN Inc. agrees to provide consultancy services related to solar energy systems, including but not limited to feasibility studies, design optimization, financial modeling, regulatory guidance, and bid management. The specific scope of work will be defined in the project proposal or agreement signed by both parties.

2. Deliverables

UPGREEN will deliver the agreed-upon services and documentation in accordance with the project timeline and milestones outlined in the proposal. Any additional services requested by the client outside the original scope will require a separate agreement and may incur additional charges.

3. Fees and Payment Terms
  • Consultancy fees and payment schedules will be specified in the proposal.
  • Invoices are payable within 21 business days of issuance unless otherwise agreed in writing.
  • Late payments will incur interest at 1.5% per month or the maximum rate permitted by law, calculated daily from the due date until full payment is received.
  • Accepted payment methods include cheque, credit card (2.9% fee applies), and e-transfer to info@upgreen.ca.
4. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary, technical, and business information exchanged during the engagement. UPGREEN shall not disclose any confidential information without the client’s prior written consent, except as required by law. This obligation shall survive the termination of the agreement.

5. Intellectual Property

Unless otherwise agreed in writing:

  • All intellectual property developed by UPGREEN during the consultancy engagement remains the property of UPGREEN.
  • The client is granted a non-exclusive, non-transferable license to use the deliverables solely for internal purposes related to the project.
6. Work Quality and Standards

UPGREEN will perform all consultancy services with due diligence, professionalism, and in accordance with industry standards. However, UPGREEN does not guarantee specific outcomes or results, as consultancy services are advisory in nature.

7. Client Responsibilities

The client agrees to:

  • Provide timely access to relevant information, personnel, and resources.
  • Review and approve deliverables in a timely manner.
  • Notify UPGREEN promptly of any concerns or issues related to the services provided.
8. Limitation of Liability

UPGREEN’s liability for any claim arising out of this agreement shall be limited to the total amount paid by the client for the consultancy services. UPGREEN shall not be liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption.

9. Termination

This agreement may be terminated by either party with 15 days’ written notice. Upon termination, the client shall pay for all services rendered and expenses incurred up to the termination date.

10. Conflict of Interest

UPGREEN affirms that it has no conflicts of interest that would impair its ability to perform the services. UPGREEN will promptly disclose any potential conflicts that arise during the engagement.

11. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, government actions, or labor disputes.

12. Governing Law and Venue

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.

13. Attorney Fees and Costs

In the event of legal action or arbitration to enforce this agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs, including those incurred during appeals or bankruptcy proceedings.