TERMS OF BUSINESS – VEGA POWER LTD
These Terms of Business (“Terms”) govern the provision of services by Vega Power Ltd, a company registered in England and Wales with registered address The Granary, Beeching Park Industrial Estate, Callington, Cornwall, PL17 8QS (“Vega”, “we”, “us”, “our”), to any commercial customer (“Client”, “you”, “your”). These Terms apply to all proposals, consultancy services, development services, installation works, energy services and Power Purchase Agreements (“PPA”) provided by Vega unless superseded by a formal written agreement executed by authorised representatives of both parties. By accepting a proposal, signing an order, entering into a PPA, instructing Vega to proceed, or permitting works to commence, the Client agrees to be bound by these Terms.
Vega provides renewable energy development, consultancy, design, installation, operation and maintenance services including but not limited to solar photovoltaic systems, battery storage systems, private wire infrastructure, grid applications, feasibility studies and PPA-based energy supply arrangements. All proposals are subject to technical validation, site survey, structural assessment where required, grid approval, planning consent (if required), and final commercial approval. Vega reserves the right to amend pricing, programme, scope or technical design where initial assumptions prove inaccurate or where external factors materially affect delivery, including but not limited to grid reinforcement costs, structural remediation requirements, regulatory changes, abnormal site conditions, or material supply price increases beyond Vega’s reasonable control.
The Client warrants that all information supplied to Vega is complete and accurate and acknowledges that Vega relies upon such information in preparing proposals and forecasts. The Client shall provide safe and timely access to the site, accurate energy consumption data, and all necessary consents including landlord, superior leaseholder, mortgagee or funder consent where applicable. Unless expressly agreed in writing, Vega accepts no responsibility for the structural integrity of roofs or buildings and may require independent structural verification prior to installation. Any strengthening, remedial works or roof replacement required to facilitate installation or maintain system integrity shall be at the Client’s cost unless otherwise agreed in writing.
Where a system is installed under a PPA or similar arrangement, ownership of the system and all associated equipment shall remain vested in Vega at all times unless expressly transferred in writing. The system shall not become a fixture of the property notwithstanding its method of attachment. The Client shall not sell, assign, lease, charge or otherwise dispose of its interest in the property without procuring that any successor in title or occupation enters into a direct agreement with Vega on equivalent terms for the remainder of the PPA term. Failure to procure such assumption shall constitute a material breach. The Client shall not undertake works to the roof, building fabric, or surrounding land that may adversely affect system performance, access, structural integrity or irradiation levels, including but not limited to installation of plant, screening, extensions or vertical structures causing shading. The Client shall indemnify Vega against loss arising from unauthorised interference or alteration.
In the event of Client insolvency, administration, liquidation or similar event, Vega shall retain ownership of the system and shall have the right, upon reasonable notice and subject to legal process where required, to access the property to inspect, isolate, remove or secure its equipment. The Client acknowledges that the system remains the property of Vega and shall not be treated as an asset of the Client’s estate.
Where services involve grid connection or export approval, the project is conditional upon approval by the relevant Distribution Network Operator. Any reinforcement, upgrade or connection costs identified by the DNO shall be allocated as defined in the relevant agreement; where no allocation is defined, such costs shall be borne by the Client. Vega shall not be liable for delay, refusal, conditional approval, curtailment or variation imposed by any DNO or regulatory authority.
Energy generation forecasts, financial savings projections, IRR modelling, carbon calculations and consumption offset estimates are illustrative only and based on modelling assumptions, historic meteorological data and projected usage patterns. Unless expressly guaranteed in a signed agreement, such forecasts do not constitute warranties or guarantees of performance. Vega shall not be liable for underperformance arising from weather variation, grid constraints, shading, equipment degradation within manufacturer tolerances, changes in consumption patterns, regulatory curtailment, third-party interference or force majeure.
Unless otherwise agreed in writing, invoices are payable within 14 days of issue. Vega may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 on overdue sums. Vega may suspend works, withhold commissioning, isolate the system or suspend energy supply under a PPA where payment is overdue. Where equipment is being sold rather than supplied under PPA, title shall not pass until payment is received in full.
In PPA arrangements, the Client agrees to purchase all electricity generated and supplied at the agreed tariff for the agreed term. The Client shall maintain the integrity of the host property and ensure continuous operation of any infrastructure necessary for system operation. Early termination by the Client other than due to uncured material breach by Vega shall entitle Vega to recover all unrecovered capital expenditure, break costs, decommissioning costs, and the net present value of projected margin for the remaining term, calculated using a reasonable discount rate.
Manufacturer warranties shall apply in accordance with supplier terms and conditions. Vega’s workmanship warranty, where applicable, shall be 12 months from practical completion unless otherwise stated. Vega may subcontract performance of its obligations but shall remain responsible for compliance with its contractual duties.
All renewable energy certificates, REGOs, export revenues, environmental attributes and carbon reporting benefits associated with any system owned by Vega shall belong exclusively to Vega unless expressly agreed otherwise in writing.
To the fullest extent permitted by law, Vega’s total aggregate liability arising under or in connection with any services shall be limited to the total amounts paid by the Client to Vega in the 12 months immediately preceding the event giving rise to the claim. Vega shall not be liable for indirect, special or consequential losses including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, business interruption, or loss of anticipated savings. Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.
Vega may assign or transfer its rights and obligations to a group company without Client consent. The Client may not assign its rights or obligations without Vega’s prior written consent.
All intellectual property rights in designs, specifications, drawings, models, calculations and financial models remain the property of Vega unless expressly transferred in writing. The Client shall not use such materials for third-party procurement or competitive tendering without Vega’s consent.
Either party may terminate for material breach not remedied within 30 days of written notice. Termination shall not affect accrued rights or payment obligations. Where termination occurs after Vega has incurred development, procurement or installation costs, the Client shall reimburse all costs incurred up to termination in addition to any applicable early termination compensation under a PPA.
Vega shall not be liable for delay or failure caused by events beyond reasonable control including extreme weather, supply chain disruption, acts of government, labour disputes, war, pandemic, grid constraint or utility interruption.
These Terms are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales. These Terms together with any proposal or executed agreement constitute the entire agreement between the parties and supersede prior discussions or representations unless expressly incorporated.