Comera Energy – Standard Terms & Conditions

1. APPLICATION AND INCORPORATION

   1. These Terms & Conditions (“Terms”) apply to all quotations, proposals, supplies of Goods, and performance of Services by Comera Energy Ltd and Comera Power Ltd (“Comera”), and form the legally binding contract between Comera and the Client (“Contract”).
   2. These Terms are deemed incorporated into the Contract upon the earliest of:
      1. the Client signing or accepting a Quotation;
      2. the Client paying any deposit or invoice;
      3. the Client permitting delivery of Goods to the Site; or
      4. Comera commencing Services at the request of the Client.
   3. These Terms take precedence over any Client purchase order, correspondence, or terms, unless a variation is expressly agreed in writing and signed by authorised representatives of both parties.
   4. No oral statement, representation, or assurance made by Comera personnel overrides these Terms unless confirmed in writing.
   5. The Quotation, these Terms and all Schedules together form the Contract.

2. DEFINITIONS

   “Comera Energy”	means Comera Energy Ltd and its subsidiary, Comera Power Ltd;
   “Contract”	means the accepted Quotation / proposal together with these Terms & Conditions and all Schedules;
   “Client”	means the contracting customer or end user;
   “Force Majeure Event”	means an event outside reasonable control including, without limitation, severe weather, flood, fire, epidemic, pandemic, industrial action, supply-chain disruption, regulatory delays, or utility failures;
   “Good Industry Practice”	means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a competent contractor experienced in the supply and installation of solar PV systems;
   “Goods”	means all equipment, components and materials supplied as part of the Contract;
   “Services”	means installation, commissioning, design and associated professional works;
   “Quotation”	means the commercial proposal issued by Comera Energy;
   “Site”	means the location where the Goods are delivered or Services performed.

3. SUPPLY OF GOODS & SERVICES

   1. Comera shall supply the Goods and perform the Services with reasonable skill and care and in accordance with applicable legislation and Good Industry Practice.
   2. Any specifications, drawings, layouts, sun-path diagrams, shade assessments, performance estimates or other technical documents provided by Comera are indicative only and do not form part of the Contract unless explicitly identified as binding in the Quotation.
   3. Comera may vary designs, components, methods of installation and system configuration where required by engineering constraints, structural conditions, planning or DNO requirements, manufacturer instructions, or Good Industry Practice.
   4. Comera does not provide structural engineering services and is not responsible for assessing or certifying the structural adequacy of the Site. Structural integrity remains the Client’s responsibility (see Schedule 2).
   5. Comera does not provide asbestos surveying services and is not responsible for identifying or removing asbestos (see Schedule 2).
   6. Any estimate of energy yield or system performance is a forecast only and is not a guarantee of performance. Actual performance may be higher or lower due to variations in irradiance, shading, degradation, operational issues and other factors beyond Comera’s control.

4. CHARGES, PAYMENT, AND TITLE

   1. Charges are set out in the Quotation and payable according to the payment schedule therein.
   2. Unless stated otherwise in the Quotation, the cost of materials is payable in full upfront on confirmation of order.
   3. Comera may issue interim invoices to reflect Goods delivered to Site and/or Services completed in stages.
   4. Final payment, being no more than 5% of the Contract value, is payable on completion of commissioning unless otherwise stated in the Quotation.
   5. All invoices are due within 7 days of the invoice date, unless a different period is expressly stated in the Quotation.
   6. If the Client fails to make any payment by the due date, Comera may, without liability to the Client:
      1. suspend the performance of the Services;
      2. withhold delivery of any Goods;
      3. charge interest on overdue amounts at 4% above the Bank of England base rate; and
      4. recover from the Client all reasonable costs and expenses incurred in recovering overdue sums (including legal and debt collection costs).
   7. Risk in the Goods transfers to the Client upon delivery to the Site. Title to the Goods transfers only when all sums due to Comera under the Contract have been paid in full.
   8. Comera may adjust the Charges to reflect increased supplier prices, changes in VAT or other taxes, mandatory regulatory changes, or variations requested or caused by the Client.
   9. Where additional visits are required due to the Site not being ready, lack of access, absence of required surveys, or other Client-caused delays, Comera may charge an aborted visit fee and/or additional labour at its standard rates.

5. DELIVERY OF GOODS

   1. Delivery of Goods shall be completed on unloading of the Goods at the Site.
   2. The Client shall ensure suitable access, unloading facilities and safe conditions for delivery vehicles.
   3. Where materials are delivered direct from suppliers, the Client shall be responsible for receiving them and confirming quantities and condition.
   4. If the Client fails to take delivery when reasonably offered, Comera may store the Goods, resell them, or return them to the supplier and recover its reasonable costs from the Client.

6. CLIENT OBLIGATIONS

   1. The Client shall comply with all responsibilities set out in Schedule 2.
   2. The Client warrants that the Site (including all roofs, structures and electrical systems) is safe, structurally sound, and suitable for the installation of the PV system.
   3. The Client shall obtain and maintain, at its own cost, all necessary planning permissions, building control approvals, structural surveys, asbestos surveys, landlord or freeholder consents and any other approvals required for the Works.
   4. The Client shall provide Comera with access to the Site, suitable welfare facilities where required, and all information reasonably requested by Comera in a timely manner.
   5. The Client shall ensure that the Site is ready for installation on the agreed dates, including completion of enabling works, provision of AC point of connection, and installation of any Client-responsible edge protection or scaffolding.
   6. Comera shall be entitled to rely on information supplied by the Client without obligation to verify it. Any errors or omissions in such information shall be the Client’s responsibility.
   7. If Comera is delayed or incurs additional cost as a result of Client non-compliance with this clause or Schedule 2, the Client shall pay Comera’s reasonable additional costs, including aborted visit charges.

7. LIABILITY

   1. Nothing in this Contract shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any other liability which cannot lawfully be limited or excluded.
   2. To the fullest extent permitted by English law, Comera shall not be liable for any:
      1. loss of profit, revenue, business, or business opportunity;
      2. loss of anticipated savings;
      3. indirect, consequential or special loss;
      4. loss arising from any structural defect, latent condition, roof failure or pre-existing condition at the Site;
      5. loss arising from reliance on any forecast of performance or yield; or
      6. loss arising from Client failure to comply with its obligations in this Contract.
   3. Comera’s total aggregate liability to the Client arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Charges paid by the Client under the Contract or £1,000, whichever is higher.
   4. Comera’s liability for defective workmanship is limited to reperformance of the Services within Comera’s 2-year workmanship warranty period.
   5. In relation to Goods supplied, Comera shall pass on the benefit of any manufacturer’s warranty where available. Comera does not give any separate guarantee as to the performance or lifespan of Goods beyond the manufacturer’s warranty and any non-excludable statutory rights.

8. INTELLECTUAL PROPERTY RIGHTS

   1. All documents, drawings, designs, calculations, software, manuals and other technical information created or supplied by Comera shall remain the property of Comera. The Client is granted a non-exclusive, non-transferable licence to use such documents solely for the operation and maintenance of the installed system. No other intellectual property rights are transferred.

9. FORCE MAJEURE

   1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract (other than an obligation to pay money) to the extent that such failure or delay is caused by a Force Majeure Event.
   2. The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and use reasonable endeavours to mitigate its effects.
   3. If a Force Majeure Event continues for more than four weeks, either party may terminate the Contract on seven days’ written notice.

10. TERMINATION

    1. Either party may terminate the Contract immediately by written notice if the other party commits a material breach which, if capable of remedy, is not remedied within 30 days of written notice specifying the breach.
    2. Comera may terminate the Contract immediately by written notice if:
       1. the Client becomes insolvent or is unable to pay its debts as they fall due;
       2. any step is taken with a view to the Client’s administration, winding-up or dissolution;
       3. payment of any undisputed sum remains overdue for more than 7 days after written reminder; or
       4. Comera reasonably considers that health and safety risks, structural issues or regulatory constraints make continuation of the Works unsafe or impossible.
    3. On termination for any reason, the Client shall immediately pay all outstanding invoices and Comera’s reasonable costs incurred up to the date of termination.
    4. Comera may remove and recover any unfixed Goods from the Site if sums remain unpaid.

11. NOTICES

    1. Any notice given under this Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the address or email specified in the Quotation or such other address as notified in writing.
    2. A notice shall be deemed received:
       1. if delivered by hand, on signature of a delivery receipt;
       2. if sent by post, at 10:00 am on the second Business Day after posting; and
       3. if sent by email, at the time of transmission during Business Hours, or at 9:00 am on the next Business Day if sent outside Business Hours.
    3. This clause does not apply to the service of legal proceedings.

12. GOVERNING LAW AND JURISDICTION

    1. This Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

SCHEDULE 1 – GENERAL TECHNICAL & OPERATIONAL REQUIREMENTS

1. A structural assessment undertaken by an independent third party is required to confirm that the roof or structure can support the additional weight associated with the solar PV panels, plus wind and snow loading.
2. An asbestos survey undertaken by an independent third party is required to confirm that the Works will not be delayed or halted by the presence of asbestos.
3. Comera is entitled to request copies of the structural and asbestos reports before commencing the Works.
4. Edge protection and/or a mansafe system is required for all works at height unless expressly included in the Quotation as part of Comera’s scope.
5. The Client shall ensure that any required scaffolding, edge protection, or access equipment is designed, installed and inspected in accordance with applicable regulations.
6. Comera will undertake DNO (G98 or G99) applications where included in the Quotation, but acceptance and any conditions imposed are at the discretion of the DNO.
7. Some DNO applications can take up to three months or longer to be accepted or rejected. Comera is not liable for any delay or costs arising from DNO timescales.
8. If the Client instructs Comera to proceed with the Works before G99 acceptance, the Client accepts all associated risks and costs.
9. Any additional grid, network or DNO works and/or witness tests required by the DNO are the Client’s responsibility and will be chargeable in addition to the Contract Price.
10. For monitoring, the Client must provide either a hard-wired network point (RJ45) or reliable Wi-Fi at the inverter and/or meter location, along with any necessary IT support for firewall or network settings.
11. If IT support is not available and this prevents successful monitoring setup, an aborted visit fee may be charged and further visits will be chargeable.
12. Comera will commission the system in line with applicable MCS standards and manufacturer requirements.
13. Following commissioning, Comera will provide an operation and maintenance manual within a reasonable timeframe, typically within 15 working days.
14. The Client is responsible for applying for any Smart Export Guarantee (SEG) or other tariff and for providing the required documentation to their chosen supplier.

SCHEDULE 2 – CLIENT RESPONSIBILITIES

1. Commission a structural survey of the roof or structure by an appropriately qualified engineer prior to installation, to confirm suitability for the PV system and ballasted mounting (where applicable).
2. Commission an asbestos survey of the Site by a competent third party and provide Comera with evidence that any asbestos present has been managed or removed appropriately.
3. Obtain all planning permissions, building control approvals, freeholder or landlord consents and any other consents necessary for the Works.
4. Provide safe and secure on-site storage for all Goods delivered, and bear the risk of loss or damage once delivered to Site.
5. Ensure the Site is clean, level (where relevant), and free from obstructions that would preclude installation.
6. Confirm that no objects on the roof exceed allowable heights that would materially affect shading or layout, unless disclosed in advance.
7. Provide the AC point of connection (local distribution board or isolator) within the distance specified in the Quotation.
8. Provide suitable locations for inverters and other equipment, including any necessary wall strengthening (e.g. ply-lining plasterboard).
9. Provide edge protection, scaffolding and/or access equipment where required, unless the Quotation expressly states that Comera will provide these.
10. Ensure that welfare facilities, power and lighting required for the Works are available, unless otherwise agreed.
11. Provide IT support and connectivity to enable commissioning of monitoring systems.
12. Ensure that the Site is ready on the agreed installation and commissioning dates; aborted visits due to Site not being ready may incur an additional charge.
13. Notify Comera promptly of any changes to the Site conditions, building programme or access arrangements that may affect the Works.

SCHEDULE 3 – ASSUMPTIONS & EXCLUSIONS

1. The following assumptions have been made in preparing the Quotation and are deemed to apply unless expressly stated otherwise:
   1. The roof and supporting structure are sufficiently structurally sound to support the PV system and any associated ballast.
   2. The installation can be completed in one main visit to Site and one subsequent commissioning visit.
   3. The roof surface is in good condition and will not require repair or replacement as part of the Works.
   4. The PV installation will not invalidate any existing roof warranty.
   5. The AC point of connection is within the distance stated in the Quotation from the inverter location.
   6. There is adequate space for inverters, isolators, and distribution equipment at the intended locations.
   7. No roof obstructions exceed 100mm in height unless previously declared.
   8. The Site is clean, level (where relevant) and provides reasonable access for materials and labour.
   9. Client’s insurance is sufficient for the Works and Goods once delivered.
2. The following items are excluded from Comera’s scope unless expressly included in the Quotation and will, if required, be chargeable in addition to the Contract Price:
   1. Planning permission and associated applications.
   2. Structural engineer’s survey and structural calculations.
   3. Asbestos surveys, testing, removal or remediation.
   4. EPC assessments.
   5. Import/export meters.
   6. DSL or other communications hardware for displays.
   7. Scaffolding, edge protection, mansafe systems or other access equipment.
   8. On-site positioning or cranage of Goods beyond kerbside or agreed drop-off point.
   9. Lightning protection or surge protection systems.
   10. Performance bonds, warranties, or guarantees other than those expressly stated.
   11. Smart Export Guarantee (SEG) applications.
   12. On-site storage buildings or containers.
   13. Site welfare facilities.
   14. Provision of construction power, temporary power or additional lighting.
   15. Waste disposal beyond Comera’s own packaging and installation waste.
   16. Removal and disposal of historic fittings, panels, wiring, or other legacy equipment.
   17. Internet / Wi-Fi provision or any IT/network configuration.
   18. Call-out charges for fault finding or maintenance outside any agreed maintenance package.
   19. Additional visits required due to Site not being ready, lack of access, missing documentation, or other Client-caused delays.
3. Any departure from these assumptions, or requirement for excluded items, may result in additional costs and/or programme changes which will be notified to the Client.

SCHEDULE 4 – RESPONSIBILITY MATRIX

The responsibility matrix below summarises the allocation of key responsibilities between Comera and the Client. In the event of conflict, the detailed wording of the Contract and Schedules 1–3 shall prevail.