SOLAR RENT Households — General Terms And Conditions

Article 1 — Purpose of the General Terms and Conditions

These General Terms and Conditions for the Long-Term Rental of a Solar Energy Solution with Battery, applicable to the SOLAR RENT Households - SRH offer (hereinafter the "General Terms and Conditions"), are intended to define the common framework applicable to any provision, by the Lessor, of a solar Energy Solution with battery for the benefit of a Residential Housing Tenant under a long-term rental contract.

Together with the Specific Terms and the applicable schedules, they govern the contractual relationship between the Lessor and the Tenant relating in particular to: the formation of the contract; the provision of the Energy Solution; its installation; its commissioning; its residential operation; its maintenance; its articulation with the CEB Households scheme; and the long-term life of the contract.

These General Terms and Conditions are intended to apply to all SRH contracts, unless expressly derogated from in the Specific Terms.

Article 2 — Scope of application

These General Terms and Conditions apply to any contract entered into under the SOLAR RENT Households - SRH range, including the following configurations: SRH 8 kWh SP; SRH 8 kWh TP; SRH 16 kWh SP; SRH 16 kWh TP; SRH 24 kWh SP; SRH 24 kWh TP; or any other residential variation that the Lessor may decide to attach to it.

These General Terms and Conditions apply regardless of: the battery level selected; the phase type of the Site; the legal structure carrying the contract; the method of financing the Increased First Rent; the precise terms of the applicable CEB Households scheme.

Any signature of the Specific Terms entails acceptance of these General Terms and Conditions, subject to mandatory public policy provisions and express derogations agreed in writing.

Article 3 — Definitions

For the purposes of these General Terms and Conditions, terms beginning with a capital letter shall have the following meaning:

Article 4 — Contractual hierarchy

The Contract consists of the following documents, which form an indivisible whole: the Specific Terms (SRH-CP); these General Terms and Conditions (SRH-CG); the Financial Schedule (SRH-AF); the Technical Schedule (SRH-AT); the Maintenance Terms (SRH-CM); the Unavailability Terms (SRH-CI); the Educational Schedule (SRH-AP); the mandates, minutes, forms, amendments and other contractual documents expressly signed or accepted by the Parties.

In the event of contradiction between these documents, the above order of priority shall apply, unless expressly derogated from in the Specific Terms.

The Educational Schedule SRH-AP is intended to explain the contractual mechanisms in a simple and illustrated manner. It may not modify, extend or reduce the rights and obligations resulting from the Specific Terms, these General Terms and Conditions or the Financial Schedule.

Documents provided for informational or commercial purposes, including brochures, marketing materials, preliminary simulations, presentations, manufacturer documentation, commercial sheets or pre-contractual exchanges, shall not prevail over the contractual documents unless expressly and in writing incorporated.

Article 5 — Legal nature of the operation

The SOLAR RENT Households - SRH contract constitutes a long-term rental of a solar Energy Solution with battery, with associated services, according to the contractually defined scope.

Unless expressly otherwise provided: it does not constitute a cash sale of the equipment; it does not constitute a deferred or disguised sale of the Equipment; it does not entail transfer of ownership of the Equipment to the Tenant during the term of the contract; it grants the Tenant a personal right of use, within the limits provided in the contract.

The Tenant acknowledges that the economic rationale of SRH is based on: an Increased First Rent; Periodic Rents; the long-term provision of the Energy Solution; maintenance, follow-up and, where applicable, monitoring services; and operation articulated with the applicable CEB Households scheme.

Article 6 — Purpose of the contract

The purpose of the Contract is the provision, by the Lessor to the Tenant, of a solar Energy Solution with battery, installed on the Site, for a fixed term and in consideration of payment of the amounts contractually provided.

The provision includes, according to the applicable contractual documents: the supply and provision of the Equipment; its installation on the Site; its technical commissioning; the included maintenance according to the contractual scope; monitoring, supervision or assistance where provided.

The Tenant acknowledges that the Contract concerns a complete residential Energy Solution and not the mere isolated acquisition of material components.

Article 7 — Operating purpose of the Energy Solution

The Energy Solution is designed to allow, subject to the applicable framework and the maintenance of the required conditions: self-consumption; improvement of the household's total or partial energy autonomy; and the Sale of Surplus when the CEB Households scheme permits it.

The Tenant acknowledges that this operating purpose depends on: acceptance of the file by the CEB or the competent body; the validated technical configuration; the Tenant's cooperation; maintenance of the applicable regulatory framework; and the technical or environmental parameters influencing the system's operation.

The Lessor does not guarantee, solely by reason of this contract, the obtaining, maintenance or exact terms of the CEB Households scheme, except in the event of its own proven fault in the performance of the diligences it expressly assumed.

Article 8 — Pre-contractual information and understanding of the Tenant

Prior to conclusion of the contract, the Tenant declares that it has received, or has been offered, sufficient information on: the rental nature of the SRH arrangement; the difference between a cash purchase and a long-term rental; the amount of the Increased First Rent; the amount of the Periodic Rents; the contractual term; the principle of included maintenance; ownership of the Equipment; the role of the CEB Households scheme; and the main legal and financial consequences of its commitment.

The Tenant acknowledges having received or been provided, as applicable: a preliminary simulation; a firm offer; an explanatory notice; the Specific Terms; these General Terms and Conditions; and the main useful Schedules.

The Tenant acknowledges having been able to ask all useful questions and to commit with sufficient knowledge of the facts.

Article 9 — Formation of the contract and conditions precedent

The Contract is entered into on the date of signature of the Specific Terms, subject to fulfilment of the conditions precedent appearing therein or expressly resulting from the file.

The following may in particular constitute conditions precedent: final technical validation of the Site; confirmation of financing of the Increased First Rent where this conditions the Tenant's commitment; admissibility or obtaining of the necessary administrative authorisations, approvals or formalities; obtaining, admissibility or maintenance of the necessary steps under the CEB Households scheme; production by the Tenant of the indispensable documents; the substantial accuracy of the Tenant's declarations; or any other condition expressly referred to in the Specific Terms.

In the event of non-fulfilment of a condition precedent within a reasonable period or within the agreed period, the Contract may become automatically null and void, without fault of either Party, subject to: payment of the fees, studies or services already due; and any restitution of sums not definitively acquired, according to the contractual documents.

Neither Party may incur the liability of the other solely by reason of the non-fulfilment of a condition precedent, except in the event of bad faith, fraud, concealment or distinct own fault.

Article 10 — Designation of the Site

The Site on which the Energy Solution is installed is the one designated in the Specific Terms.

The Tenant declares that it has sufficient rights over this Site to allow: the study of the project; installation of the Energy Solution; its maintenance; its supervision; its possible removal; and performance of the steps necessary for its regular operation.

The Tenant undertakes to inform the Lessor without delay of any modification affecting: ownership of the Site; its occupation; the rights it has over the Site; or any circumstance likely to compromise normal performance of the contract.

Any substantial inaccuracy concerning the legal or material status of the Site may constitute a contractual breach.

Article 11 — Description of the Energy Solution

The Energy Solution made available to the Tenant is described in the Specific Terms and the Technical Schedule. Depending on the selected configuration, it includes: a set of photovoltaic panels; a conversion system; one or more batteries; the necessary protections, interfaces, wiring and accessories; and, where provided, a monitoring system.

The Tenant acknowledges that the Energy Solution forms a coherent technical set whose operation is assessed globally and not component by component.

Article 12 — Installation and technical adaptations

The Lessor shall install or cause to be installed the Energy Solution on the Site in accordance with: the Contract; the Technical Schedule; the constraints reasonably identified during the study; and the normally applicable rules of the trade.

The Tenant acknowledges that certain minor adaptations may occur between the initial study and execution, in particular for reasons of: safety; compliance; supply; range development; availability of components; or constraints revealed on the Site. These minor adaptations are permitted provided that they do not distort the nature of the project or the general balance of the Contract.

In the event of a substantial adaptation significantly affecting: the configuration; the cost; the economic balance; or the essential characteristics of the Energy Solution, the Parties shall agree on an amendment, adaptation, postponement or, failing that, application of the nullity or early termination clauses.

Article 13 — Access to the Site

The Tenant authorises the Lessor, its employees, subcontractors, technicians, service providers and duly appointed agents to access the Site, by appointment except in case of emergency or particular necessity, for the purposes of: the study; installation; Commissioning; Maintenance; diagnosis; Monitoring; adaptation of the Energy Solution; possible removal; and any operation provided for under the Contract.

The Tenant undertakes to allow such access under normal conditions of safety and cooperation.

Any unjustified refusal of access, repeated absence, obstruction or impediment attributable to the Tenant may: suspend certain obligations of the Lessor; justify postponement of deadlines; and, if persistent, constitute a contractual breach.

Article 14 — Commissioning

Commissioning of the Energy Solution shall take place after installation and the reasonably necessary checks, according to the applicable technical, grid, administrative and regulatory constraints.

It shall be recorded in a Commissioning report or any equivalent document recording in particular: the Commissioning Date; identification of the Site; the general configuration of the Energy Solution; the existence of any reservations; delivery of useful information to the Tenant.

Unless otherwise provided, the Commissioning Date constitutes the start date of the Periodic Rents. Minor reservations not preventing normal use of the system shall not prevent Commissioning.

Article 15 — Term of the contract

Unless otherwise specifically provided, the term of the contract is set at twenty (20) years from the Commissioning Date.

The signing date, effective date, installation date and Commissioning Date may be distinct.

Where Commissioning is delayed for a cause not attributable to the Lessor, in particular due to: an administrative delay; a connection delay; lack of cooperation by the Tenant; refusal of access; delay by a third party; or an external event, the performance deadlines and the start date of the corresponding obligations may be adjusted without this constituting in itself a breach by the Lessor.

Article 16 — Increased First Rent

The Tenant undertakes to pay to the Lessor an Increased First Rent, the amount and terms of which are set out in the Specific Terms and the Financial Schedule.

The Increased First Rent constitutes a reinforced initial rent forming part of the rental economics of the contract. It does not constitute: a deposit on a sale; a partial transfer of ownership; or a security deposit, unless expressly otherwise provided.

The Increased First Rent may be paid: in cash; according to a payment schedule accepted by the Lessor; or by means of external financing contracted by the Tenant.

Failure to pay the Increased First Rent on the agreed due date authorises the Lessor, after formal notice remaining without effect: to suspend performance of its obligations; to defer installation or Commissioning; or to invoke the nullity or termination of the contract depending on the stage of performance.

Article 17 — Revisable Periodic Rents

In consideration for the provision of the Energy Solution and the associated services provided under the contract, the Tenant undertakes to pay revisable Periodic Rents, the amount, frequency, due date and payment terms of which are set out in the Specific Terms and the Financial Schedule.

Unless otherwise provided: the revisable Periodic Rents are due monthly; they begin to accrue from the Commissioning Date; they are payable according to the contractually provided payment method; they do not constitute fixed rents for the entire term of the Contract.

The Tenant acknowledges that the Periodic Rents are subject to a regulated revision mechanism provided in the Financial Schedule SRH-AF. This revision may include in particular: an annual Ordinary Revision; an exceptional CEB or tariff revision; an economic safeguard; the pass-through of new taxes, levies, contributions or regulatory charges directly applicable; and, where applicable, a review in the event of a major economic disruption, under the strict conditions provided in the Contract.

The calculation methods, caps, notifications, challenges and educational examples are defined in the Financial Schedule SRH-AF and explained in the Educational Schedule SRH-AP. No Rent revision may be applied outside the mechanisms expressly provided in the Contract.

Article 18 — Payment terms and payment incidents

The Tenant undertakes to pay any amount due under the Contract: on the agreed date; according to the payment method accepted by the Lessor; and to maintain valid bank details or payment arrangements throughout the term of the contract.

In the event of delay, rejection, partial or total default in payment, the Lessor may send the Tenant any useful reminder, notification or formal notice. Without prejudice to any other rights, any amount unpaid on its due date may give rise to: late-payment interest at the rate provided in the Specific Terms or the Financial Schedule, or failing that at the applicable statutory rate; reimbursement of rejection fees, bank charges, reasonable administrative fees and admissible recovery costs; and, in the event of persistence of the default, the measures provided in the termination or exit clauses.

The Lessor shall endeavour, except in the event of manifest bad faith or particular urgency, to favour a progressive approach including, as applicable: amicable reminder; request for regularisation; formal notice; then exercise of more restrictive contractual rights.

Article 19 — Ownership of the Equipment

The Equipment composing the Energy Solution remains, throughout the term of the contract, the exclusive property of the Lessor, unless expressly otherwise provided resulting from: a specific buy-out agreement; a signed amendment; or a special provision agreed at the end of the contract.

The Tenant benefits only from a personal right to use the Energy Solution, within the limits of the contract. Consequently, the Tenant is prohibited in particular from: selling, assigning, pledging, charging or giving the Equipment as security; dismantling, moving, transforming or modifying it without authorisation; creating any third-party right incompatible with the Lessor's rights; allowing a third party to believe that it is the unrestricted owner of the Equipment.

Article 20 — Normal use of the Energy Solution

The Tenant undertakes to use the Energy Solution in a normal, prudent manner consistent with its residential purpose.

The Tenant undertakes in particular: to comply with the operating instructions reasonably provided; not to interfere with the operation of the system; not to divert the Energy Solution from its purpose; to preserve the integrity of the Site where this affects the system; and to report without delay any abnormal behaviour or incident.

Article 21 — Intervention by unauthorised third parties

The Tenant is prohibited from causing any third party not expressly authorised by the Lessor to intervene on the Energy Solution, in particular for: dismantling; repair; modification; addition of equipment; reconfiguration; relocation; or sensitive technical handling.

Any unauthorised intervention may: suspend or limit the Lessor's obligations; exclude certain maintenance coverage; engage the Tenant's liability; and, if sufficiently serious, constitute a contractual breach.

Article 22 — Operation within the CEB Households Scheme or any equivalent applicable scheme, system, programme or regime

The Tenant acknowledges that full operation of the Energy Solution, particularly in relation to: self-consumption; partial energy autonomy; storage; grid injection; net metering; resale or compensation of surplus; prosumer tariff; or Time-of-Use, requires the application for, obtaining and maintenance of the required agreements, authorisations, validations, certificates or conditions under the CEB Households Scheme or any equivalent applicable scheme, system, programme or regime.

The Lessor does not guarantee, solely by reason of the Contract, the obtaining, maintenance, stability or future terms of the applicable CEB scheme, except in the event of its own proven fault in the performance of the diligences it expressly assumed.

Changes in the CEB framework, tariffs, net metering, Time-of-Use, injection rules or prosumer charges may give rise to the revision, adaptation or safeguard mechanisms provided in the Financial Schedule SRH-AF.

The Tenant undertakes to: sign any useful document; cooperate with administrative, technical or regulatory procedures; and inform the Lessor of any difficulty, refusal, withdrawal, suspension or change affecting the operating framework. The Lessor may, if a separate mandate so provides, assist the Tenant or act in its name within the limits of that mandate. The Lessor may not be held liable for decisions of the CEB, an administration, a financier, an insurer or any third party beyond its reasonable control, except in the event of its own proven fault.

Article 23 — Included Maintenance

The Lessor shall provide the Tenant, directly or through any qualified service provider of its choice, with Maintenance of the Energy Solution under the conditions provided by the Contract and the Maintenance Terms.

The purpose of the included Maintenance is to maintain the Energy Solution in a normal contractual operating condition, subject to: normal technical limits; contractual exclusions; external events; Force Majeure events; and events attributable to the Tenant or an unauthorised third party.

Article 24 — Scope of Maintenance

Unless otherwise provided, the included Maintenance comprises: reasonable preventive actions; diagnosis of covered anomalies; corrective interventions within the contractual scope; replacement or repair of covered components where necessary; and, where applicable, use of monitoring to facilitate follow-up.

Details of the services, exclusions, access conditions, intervention times, limits and out-of-scope cases are set out in the Maintenance Terms.

Article 25 — Tenant's obligations to benefit from Maintenance

To fully benefit from Maintenance, the Tenant must: report without delay any anomaly, breakdown or event affecting the Energy Solution; allow access to the Site; not involve any unauthorised third party; not modify the Energy Solution; use the system normally; maintain, where necessary, reasonable conditions of safety, access and, where applicable, connectivity useful for monitoring; inform the Lessor of any circumstance likely to affect the system or its environment.

Failure to comply with these obligations may suspend, limit or exclude certain coverage.

Article 26 — Monitoring and technical supervision

Where the Energy Solution includes a monitoring system, the Tenant authorises the Lessor to collect, consult, use and retain the technical data strictly necessary for: monitoring operation; Maintenance; diagnosis; safety; quality of service; and technical management of the contract.

The Tenant is prohibited from disabling, disrupting or diverting the monitoring without the Lessor's agreement.

The Tenant acknowledges that the effectiveness of monitoring may depend on: connectivity of the Site; electrical supply; communication networks; and the absence of unauthorised intervention.

Article 27 — Breakdown, anomaly and Unavailability

In the event of anomaly, breakdown or Unavailability, the Tenant must inform the Lessor or the designated service as soon as possible according to the prescribed procedures.

From such notification, or from remote detection where monitoring permits, the Lessor shall, within a reasonable period according to the nature of the event, proceed with: analysis of the situation; qualification of the incident; contact with the Tenant if necessary; and, where applicable, organisation of an intervention.

Unless otherwise provided, the following shall not constitute unavailabilities attributable to the Lessor: interruptions of the public grid; acts or omissions of the Tenant; interventions by unauthorised third parties; loss events, acts of vandalism or external events; Force Majeure events; normal limits resulting from weather conditions, the Site or the technical environment.

In the event of prolonged Unavailability exclusively attributable to the Lessor, the Parties shall consult in good faith in order to examine appropriate corrective measures.

Article 28 — Estimates, performance and limits of result

Any estimate of production, savings, autonomy, energy coverage, storage level or bill reduction is based on assumptions, parameters, declarative data or models that cannot guarantee an absolute and constant result.

Actual performance may vary in particular according to: sunshine; weather conditions; temperatures; shading; soiling; Site usage; actual consumption; quality or condition of the grid; building configuration; the applicable regulatory framework; and more generally any factor outside the Lessor's direct control.

Consequently, unless a special, express and quantified guarantee is stipulated in writing, the Lessor is required to provide and maintain a functional Energy Solution within the prescribed scope, and not to guarantee absolute performance or an intangible financial result.

The simulations, pre-contractual studies, financial estimates, projected savings, autonomy levels, self-consumption rates, Sale of Surplus or economic returns presented to the Tenant have indicative value, unless expressly, in writing, quantified and signed by the Lessor. These elements do not constitute a guarantee of financial performance, bill reduction, resale income or profitability.

Article 29 — Insurance and losses

Each Party undertakes to maintain the insurance incumbent upon it according to law, practice or the contract.

Unless otherwise provided: the Tenant shall remain responsible for insurance relating to its dwelling, building, civil liability and risks attached to occupation of the Site; the Lessor shall retain, if it so provides, insurance relating to the Equipment of which it remains owner, subject to usual exclusions and limits.

The Tenant undertakes to report without delay to the Lessor any loss, deterioration, event, theft, fire, surge, cyclone, infiltration, electrical damage, vandalism or any fact likely to affect the Energy Solution.

In the event of a loss: the Parties shall cooperate in good faith; the Tenant shall facilitate access to the Site; the Lessor may take any useful protective measure.

Article 30 — Principle of scalability of the leased system

The Tenant expressly acknowledges that the system subject to this contract may, throughout the rental term, be subject to adaptations, developments, extensions, upgrades, technical additions, functional improvements or additions of services, subject to their compatibility with the Site configuration, system architecture, safety requirements, operating conditions, the Lessor's rights and the general economics of this contract.

In this respect, the Lessor may propose to the Tenant, at any time during the contract, any technical or functional development or extension that it considers likely to improve: system performance; continuity of service; supervision; maintenance; safety; connectivity; energy control; or, more generally, any technical, digital or operational service that may be associated with the leased system.

The purpose of this article is to allow progressive adaptation of the system to technological, operational or regulatory developments, without calling into question, unless expressly agreed by the Parties, the principal framework of the long-term rental.

Article 31 — Scope of developments, extensions and additional services

The scope of this article includes in particular, without this list being exhaustive: the addition, replacement or upgrade of equipment, components, peripherals or accessories; the addition of sensors, interfaces, communication, transmission, control or protection modules; the installation or activation of supervision, remote reading, remote maintenance, remote diagnosis or advanced monitoring devices; the addition of connectivity, redundancy, security, backup or service continuity solutions; the integration of software modules, digital interfaces, optimisation systems, analysis tools or intelligent management devices; the installation of additional IT, electronic or digital modules compatible with the leased system; the activation of enhanced maintenance, assistance, operation, surveillance, support, diagnosis or control services; the integration, where applicable, of additional technical services made possible by the existence of the leased system or its technical environment; and, generally, any development or extension compatible with the leased installation and the Lessor's rights.

Article 32 — Distinction between routine technical adaptations and substantial extensions

The Parties agree to distinguish between routine technical adaptations and substantial extensions or paid additional services.

Article 33 — Conditions for implementing extensions

Any substantial extension, any addition of a module, any activation of a paid additional service or any integration of a new functionality shall give rise, depending on the nature of the contemplated operation: either to prior acceptance of a quotation; or to the signing of an amendment to this contract; or to subscription to an option or complementary service; or to conclusion of a separate contract, where the nature, autonomy or specificity of the service so requires.

The relevant document shall specify in particular, as necessary: the description of the equipment or services concerned; their legal regime; their conditions of installation, use, maintenance and removal; their effective date; their possible term; their pricing; the respective liabilities of the Parties; the access, support, supervision or intervention arrangements; and any special stipulation necessary for their proper performance.

Article 34 — Pre-equipment, compatibility and configuration reserve

The Tenant acknowledges that the leased system may, from the outset, be designed, dimensioned, configured, prepared or pre-equipped in order to allow subsequent developments, in particular in relation to: supervision; maintenance; connectivity; safety; optimisation; control; or additional services compatible with its purpose.

The Tenant therefore accepts that certain elements of the installation or its technical environment may have been provided to facilitate future extensions, without this mere possibility entailing, in itself, automatic activation of an additional service or additional billing, unless expressly agreed subsequently.

The Lessor shall assess, in good faith and having regard to technical, safety, compliance and operating constraints, the compatibility of an extension with the leased system, the Site configuration and the general economics of the Contract.

Article 35 — Right of access, inspection and intervention

The Tenant authorises the Lessor, as well as any service provider, subcontractor, technician or agent duly authorised by it, to access the Site, by appointment and with reasonable notice except in case of emergency, safety necessity or incident, in order to: verify the condition of the system; assess the feasibility of a development or extension; prepare a complementary installation; install, set up, configure, test, maintain, repair, replace, update, deactivate or remove duly authorised equipment or service; or carry out any operation related to performance of this article.

The Tenant undertakes to allow the Lessor normal, secure and sufficient access to the leased equipment and its interfaces, within the limits reasonably necessary for performance of the contract and its authorised developments.

Article 36 — Prohibition of unauthorised intervention and preservation of system integrity

The Tenant is prohibited, except with the Lessor's prior written agreement, from: modifying the leased installation; adding, removing, moving or interfacing any equipment, software, accessory or device with the leased system; causing an unapproved third party to intervene on the leased equipment or its interfaces; connecting to the system any element likely to alter its safety, performance, compliance, connectivity, supervision or maintenance.

Any unauthorised intervention by the Tenant or a third party may, without prejudice to any damages, entail: suspension of certain warranties or service obligations of the Lessor; billing of reinstatement costs; or, if sufficiently serious, application of the termination provisions provided in the contract.

Article 37 — Interventions or services operated by third parties

No third party may intervene on the leased system, or operate from it any technical, digital, electronic or operational service, without the Lessor's prior, express and written agreement.

Where the Lessor accepts the intervention or integration of a third party, it may be subject to: prior verification of the technical compatibility of the proposed device; conclusion of an amendment, tripartite agreement or separate contract; compliance with special requirements concerning safety, insurance, liability, confidentiality, access to the Site, cybersecurity, maintenance and removal; as well as any condition reasonably necessary to protect the Lessor's rights, safety, compliance, maintenance and integrity of the system.

The Lessor may refuse any third-party intervention likely to: abnormally increase technical, operational, legal or economic risks; interfere with maintenance or supervision of the system; compromise expected performance; or infringe its ownership, control or operating rights.

Article 38 — Economic conditions

Any extension, option, development or additional service accepted by the Tenant may give rise, as applicable, to: a rent supplement; a periodic fee; one-off billing; installation, configuration, commissioning or removal fees; specific maintenance, support or supervision fees; or any other financial arrangement agreed between the Parties.

Unless otherwise specifically agreed, no modification of the principal rent or initial economic conditions may be asserted against the Tenant without its express agreement where the contemplated development exceeds the routine technical adaptations referred to in Article 32.1.

Article 39 — Legal regime of additional equipment

Unless otherwise provided in the amendment, accepted quotation, subscribed option or applicable complementary contract, any equipment, module, accessory, component or device installed under this article and financed, supplied, leased or made available by the Lessor shall remain the exclusive property of the Lessor, under the same conditions as the principal equipment subject to the rental.

The Tenant acknowledges that, unless expressly otherwise provided, it acquires no ownership right over these elements, but only a temporary right of use within the limits of the applicable contractual framework.

Article 40 — Fate of extensions at the end of the contract

Upon expiry, termination or cessation, for any reason whatsoever, of the principal contract, additional equipment, modules or services shall follow the regime provided by this contract and, where applicable, by the complementary instruments governing them.

Unless otherwise provided, the Lessor may freely decide: to maintain certain equipment in place; to deactivate it; to remove it; to replace it; or to propose to the Tenant that it continue under a separate contractual framework.

The Tenant undertakes, as necessary, to facilitate the necessary de-installation, recovery, disconnection, deactivation or removal operations.

Article 41 — Scope and interpretation

This article must be interpreted as organising a possibility of evolution of the leased system, intended to support the technical, functional and operational needs of the Site and technological developments, without creating for the Tenant an automatic right to any extension, nor for the Lessor a right to unilaterally impose any new paid service.

The Parties agree that the spirit of this mechanism is: to preserve the technical flexibility of the system; to allow its adaptation over time; to legally secure future developments; and to avoid a useful, compatible and accepted improvement requiring a complete overhaul of the existing contractual framework.

Article 42 — Change in the Tenant's situation

The Tenant undertakes to notify the Lessor without delay of any event substantially affecting its personal, legal, patrimonial or material situation, where such event is likely to affect performance of the contract.

This includes in particular: death; succession; incapacity; being placed under a protective measure; divorce or separation; long-term departure from the Site; change of main occupant; loss of the right to occupy the Site; transfer of the property to a company; or any analogous situation.

Article 43 — Sale of the Site, property transfer and obligation to inform

In the event of sale, donation, contribution, transfer, creation of joint ownership, change of ownership, division of ownership, change of use or any other transfer affecting the Site, the Tenant undertakes to inform the Lessor without delay and, in any event, before the effective completion of the contemplated operation.

The Tenant acknowledges that the presence of the Energy Solution on the Site and the existence of the contract must be brought to the attention of: any purchaser; any donee; any successor; any notary, attorney, adviser or useful intermediary; and more generally any person called upon to take over or occupy the Site.

Article 44 — Transfer of the contract

Transfer of the contract to a new purchaser, occupant, heir, successor in title or transferee may occur only with the Lessor's prior written agreement. The Lessor may make its agreement subject to: complete identification of the Transferee; examination of its solvency or capacity to perform; signature of a transfer deed or tripartite amendment; regularisation of the sums due; and express assumption of the ongoing contractual obligations.

In the absence of a transfer accepted by the Lessor, the initial Tenant remains bound by its contractual obligations until another solution has been validly formalised.

Article 45 — Request for early exit

The Tenant may request, at any time, a study of early exit from the contract.

Any request for early exit must be made in writing and specify, as far as possible: the reason for the request; the desired effective date; the context of the request; and any circumstance useful for its analysis.

The Lessor is not required to accept an early exit, except in cases where the law or the contract obliges it to do so.

Article 46 — Request for buy-out

The Tenant may request a study for buy-out of the Energy Solution.

Unless expressly otherwise provided, the Tenant has no automatic right to buy out the Equipment solely by reason of the existence of the contract.

Any buy-out request shall be analysed by the Lessor, which may: accept; refuse; or formulate a quantified proposal subject to acceptance.

Article 47 — Breaches by the Tenant

The following constitute breaches by the Tenant, without this list being exhaustive: persistent payment default; refusal of access to the Site; unauthorised intervention on the Energy Solution; deterioration or relocation of the Equipment; substantial false declaration; concealment of a transfer affecting the Site; serious failure to comply with usage obligations; obstruction of maintenance, monitoring or removal; communication of misleading information; and any conduct making normal continuation of the contract impossible or excessively hazardous.

Article 48 — Termination at the initiative of the Lessor

In the event of a serious or persistent breach by the Tenant, the Lessor may, after formal notice remaining without effect within the indicated period, suspend certain non-essential services, require regularisation or terminate the Contract under the conditions set out below.

The following in particular constitute breaches likely to justify termination: persistent payment default; repeated or unjustified refusal of access to the Site; unauthorised intervention on the Energy Solution; intentional deterioration or gross negligence affecting the Equipment; substantial false declaration; concealment of a sale, transfer or change of occupation of the Site; serious obstruction of maintenance, monitoring, removal or securing; serious breach of usage obligations.

Except in case of urgency, fraud, concealment, safety breach, serious deterioration or manifest impossibility of continuing the Contract, termination may occur only after: a reminder or request for regularisation; written formal notice; expiry of a reasonable regularisation period, which may not be less than 15 calendar days for a payment default, unless more favourable provision for the Tenant or particular situation. The formal notice shall indicate: the alleged breach; the sums or obligations to be regularised; the period granted to the Tenant; the possible consequences in the absence of regularisation; and the possibility of contacting the Lessor to examine an amicable solution where compatible with the situation.

In the event of non-regularisation within the allotted period, the Lessor may notify termination of the Contract, without prejudice to its right to payment of sums due, applicable contractual indemnities, admissible costs and measures necessary to preserve or recover the Equipment.

Article 49 — Termination at the initiative of the Tenant

The Tenant may terminate the contract early only: in the cases provided by law; in the cases expressly provided contractually; or with the Lessor's prior written agreement.

Any termination requested by the Tenant outside legally or contractually available cases shall be treated as a request for early exit subject to acceptance.

Article 50 — Consequences of termination or end of the contract

At the end of the contract, for any reason whatsoever, the Parties shall consult in order to organise, according to the applicable provisions: removal of the Equipment; its temporary maintenance in place; renewal; a transfer; a buy-out; or any other agreed solution.

Unless otherwise agreed, the Tenant must: allow access to the Site; facilitate inspection, removal or securing operations; return any element belonging to the Lessor; and cooperate in closing the file.

The end of the contract shall not entail waiver of: claims arising previously; rights to indemnity; ownership clauses; confidentiality obligations; or provisions intended to survive.

Article 51 — Assignment, pledge, portfolio and refinancing

The Lessor may assign, pledge or transfer receivables arising from the Contract to a financial institution, related company, financing vehicle or refinancing partner, provided that this operation does not affect the Tenant's essential rights or its contractual use of the Energy Solution.

Such an operation does not require the Tenant's prior agreement provided that: contractual use of the Energy Solution is maintained; identification of the contractual contact remains possible; and the Tenant's essential rights are not substantially diminished.

Any assignment, pledge, transfer, refinancing or portfolio operation must not have the effect of depriving the Tenant of normal use of the Energy Solution or of substantially reducing the essential rights it derives from the Contract.

The Tenant shall be informed of any change of contact or payment details where such information is necessary for proper performance of the Contract.

Article 52 — Liability of the Parties

Each Party is liable for direct damage caused to the other by its faults, breaches or contractual non-performance, within the limits provided by law and the contract.

The Lessor is required to perform its obligations with reasonable diligence, according to the nature of the contract, without guaranteeing, unless expressly otherwise provided, an absolute result.

Except in case of fraud, gross negligence, personal injury or other mandatory limit, no Party shall be liable to the other for indirect, intangible, special or consequential damages.

Article 53 — Force Majeure

No Party may be held liable for delay, non-performance or improper performance of all or part of its obligations where such event results from a Force Majeure event.

The Party invoking Force Majeure must inform the other as soon as possible, specifying, as far as possible: the nature of the event; its date of occurrence; its foreseeable consequences; and its estimated duration.

The prevented obligations shall be suspended for the duration of the impediment.

Article 54 — Confidentiality

Each Party undertakes to keep confidential the terms of the contract as well as commercial, technical, financial or operational information received from the other, except: legal or regulatory obligation; necessity of performance of the contract; communication to advisers, insurers, auditors, banks, financiers, technical partners, related companies, assignees or service providers subject to an appropriate confidentiality obligation; or information already lawfully known or fallen into the public domain without fault.

Article 55 — Personal data and technical data

The Lessor is authorised to collect, use, retain and transmit personal data and technical data strictly necessary for: study of the file; conclusion and performance of the contract; Maintenance; payment monitoring; incident handling; Monitoring; portfolio management; refinancing; and defence of its rights.

Data may be transmitted, within the limits of necessity and in accordance with the applicable regulations on personal data protection, to technical service providers, subcontractors, financiers, insurers, advisers, auditors, related companies, portfolio partners, assignees, competent authorities or any third party whose intervention is necessary for performance, financing, maintenance, management or defence of rights related to the Contract.

The Tenant has the rights provided by the applicable regulations on personal data protection, according to the arrangements communicated by the Lessor or appearing in the applicable privacy policy.

Article 56 — Notifications and evidence

Any notification, request, formal notice or substantial correspondence must be sent to the contact details appearing in the contract or subsequently notified.

Unless a specific legal requirement applies, notifications may validly be made: by hand-delivered letter against receipt; by registered mail; by messaging service allowing reasonable proof of delivery; by email or electronic means allowing the sending and receipt to be reasonably established.

The Parties agree that the following may constitute means of evidence, subject to their reasonable reliability: electronic documents; scans; digitised copies; sending logs; proofs of payment; technical logs; monitoring data; screenshots; system histories; and documents issued from management tools.

Article 57 — Entire agreement

The contract expresses the entire agreement between the Parties with respect to its subject matter and replaces any prior exchange, proposal or document of the same subject matter, unless an express survival provision applies.

Article 58 — Partial invalidity

If a clause of the contract is declared void, unwritten, inapplicable or unenforceable, the other provisions shall remain in force to the fullest extent permitted by law.

The Parties shall endeavour to replace the affected provision with a clause having a scope as close as possible to their original intention.

Article 59 — Waiver

The failure by a Party to rely on a right or stipulation shall not constitute a definitive waiver of that right or stipulation.

Any waiver shall be valid only if it results from an express writing signed by the Party consenting to it.

Article 60 — Governing law and jurisdiction

The contract is governed by Mauritian law.

In the event of a dispute relating to the validity, interpretation, performance, suspension, termination, transfer or end of the contract, the Parties shall first endeavour to seek an amicable solution in good faith.

Failing amicable agreement within a reasonable period, the dispute shall be submitted to the competent courts of Mauritius, subject to any mandatory rule applicable to the Tenant.

Article 61 — Protection of contractual, technical, financial and commercial documents

All contractual, commercial, technical, financial, educational or explanatory documents delivered, transmitted, communicated or made accessible to the Client, to a partner, to a service provider or to any third party within the framework of the SOLAR RENT offer, including in particular the General Terms and Conditions, Specific Terms, schedules, simulations, studies, notices, commercial materials, technical sheets, financial models, reports, mandates and any associated document, remain the exclusive property of SOLAR RENT and/or the operating company duly authorised to use them, unless otherwise provided in writing.

These documents constitute an original, structured and confidential documentary set, developed for the specific needs of the SOLAR RENT model. They are exclusively intended to enable the study, conclusion, performance and follow-up of the relevant SOLAR RENT contract.

Consequently, they may under no circumstances be copied, reproduced, extracted, modified, adapted, translated, transmitted, communicated, published, distributed, commercialised, exploited or reused, in whole or in part, directly or indirectly, for other purposes, without the prior written authorisation of SOLAR RENT.

The Client, partner, service provider or any third party having access to the SOLAR RENT documents is prohibited in particular from using their content, structure, contractual logic, commercial presentation, economic mechanisms, financial architecture or technical arrangements in order to design, finance, offer, operate, commercialise or promote an identical, similar, competing or derivative offer, directly or indirectly.

Any person receiving these documents undertakes to preserve their confidentiality and to communicate them only to those persons strictly necessary for the study, conclusion, performance or follow-up of the relevant contract, provided that such persons are themselves bound by an equivalent confidentiality obligation.

Any breach of this clause constitutes a fault likely to engage the liability of its author. SOLAR RENT may initiate any useful legal action in order to obtain in particular the immediate cessation of the infringement, prohibition of exploitation, withdrawal of the disputed documents, seizure or preservation of the relevant elements, full compensation for the damage suffered, reimbursement of unduly realised gains, as well as any protective measure, injunction or judicial measure necessary for the protection of its rights.

Access to, consultation, delivery, transmission or signature of the SOLAR RENT documents does not entail any transfer of intellectual, commercial, contractual, technical, financial or economic property to the Client, a partner, a service provider or any third party.

This obligation shall survive the expiry, termination, cancellation or lapse of the SOLAR RENT contract, whatever the cause.