TERMS AND CONDITIONS

Cooling Off Period

In the event this Contract is entered by unsolicited door to door or telemarketing,
the Australian Consumer Law provides consumers a 10-day cooling off period to change
their mind and cancel the Contract.

1. Contract Documents

The following documents will form the agreement between the parties:

• the Quotation;
• these terms and conditions (Terms);
• the Contract Details, if any;
• any documents included in the schedules or annexures, (together, the Contract).

Any ambiguity or discrepancy between the documents will be resolved and interpreted
according to the same order of preference as the documents are listed above, with
the documents higher in the list having higher priority.

2. Approvals

2.1 Grid Connection Approval

This clause 2 applies if Grid Connection Approval is required. The parties shall
agree separately which party shall be responsible for the Grid Connection Approval.

The party who is responsible for the Grid Connection Approval agrees to:

• apply for Grid Connection Approval as soon as reasonably practicable;
• provide all reasonable assistance to the electricity network provider in respect
  of obtaining the Grid Connection Approval before the Delivery Date;
• keep the other party informed of the progress of the application for Grid
  Connection Approval and promptly respond to any reasonable requests for information;
• if Grid Connection Approval is obtained, notify the other party.

If the Grid Connection Approval is not issued by any proposed Delivery Date,
Sunray Power Solar will nominate a new target Delivery Date to reflect the
anticipated date of receipt of the Grid Connection Approval.

If the Grid Connection Approval remains outstanding more than 3 months after the
original proposed Delivery Date agreed on entry into this Contract (unless otherwise
extended by agreement between the parties), the party responsible for the Grid
Connection Approval must notify the other party as soon as reasonably practicable,
and upon receipt of the notice, these Terms will automatically terminate.

If the Contract is terminated under clause 2.1(c), and the failure to obtain the
Grid Connection Approval was caused by Sunray Power Solar breaching its obligations
under this Contract, Sunray Power Solar will give the Owner a full refund of the Deposit.

In all other circumstances, to the extent Sunray Power Solar has reasonably incurred
expenses in relation to the Works up to the point of termination, Sunray Power Solar
may deduct such amount from the Deposit before refunding the balance to the Owner.

If the Deposit is insufficient to meet such expenses, the Owner must pay the balance
to Sunray Power Solar within 14 days of receipt of a valid invoice.

2.2 Approvals Generally

Subject to clause 2.1, the Owner is responsible for obtaining all Approvals that
are required for the performance of the Works and must apply for the Approvals as
soon as reasonably practicable.

In the event the Site contains common property managed by an Owners Corporation,
the Owner must ensure all necessary consents and approvals (including any by-law
updates) are obtained prior to entering these Terms.

3. New Energy Tech Consumer Code

3.1 General

Sunray Power Solar agrees to comply with the New Energy Tech Consumer Code (NETCC).

3.2 Commitment to Consumer Warranties

Subject to clause 15, Sunray Power Solar will ensure any warranty claims under these
Terms or Australian Consumer Law are addressed by repairs or replacements within a
reasonable period of time.

For the avoidance of doubt, any contractual warranties are additional to any
guarantee, warranty or right that is granted under the Australian Consumer Law,
and any applicable manufacturer’s warranties do not exclude or replace these Terms.

3.3 Limited Warranty

Subject to clause 3.3(b), Sunray Power Solar warrants that for a period of 5 years
following Practical Completion, if there are any defects in the operation,
performance and workmanship of the Equipment and/or Works, upon written notice
from the Owner setting out the details of the defects, Sunray Power Solar will
(in its sole discretion), arrange for:

• repair or replacement of the Equipment; and/or
• reperformance of the Works.

To the extent permitted by law, the Owner will not be entitled to the warranty
under clause 3.3(a) if:

• the defect arises as a result of:
  • wilful damage, negligence, abnormal working conditions or use for a non-approved application;
  • damage caused by external conditions or factors beyond Sunray Power Solar’s control;
  • failure to operate the Equipment in accordance with any documentation or user guides supplied with the Equipment;
  • failure to store the Equipment in a secure location protected from the elements;
  • any breach of this Contract by the Owner;
  • any repair, maintenance, or alteration by a person other than Sunray Power Solar or its representatives; or
  • integration of the Equipment with third party equipment not supplied by Sunray Power Solar;
• the defect arises as a result of changes made to ensure the Equipment and/or
  Work comply with applicable laws or regulatory requirements that have come into
  effect following Practical Completion.

4. Privacy

Sunray Power Solar will take reasonable steps to ensure the safety of the Owner’s
personal information, and where required by law, comply with Applicable Privacy
Laws in relation to the collection, use, storage, and disclosure of the Owner’s
personal information.

Types of personal information Sunray Power Solar may collect from the Owner include:

• contact details, including name, address, email, phone number;
• utility bills;
• photographs of the Site;
• photographs of the Owner;
• photographs and electronic records of the Owner’s signature; and
• other information as reasonably collected by Sunray Power Solar from time to time (collectively, Owner Data).

By agreeing to these Terms, the Owner expressly authorises:

• Sunray Power Solar to take and record the Owner Data.

5. Connection Works and Tariffs

The Owner acknowledges that:

• new electricity tariff rates may be applied after the Works are carried out; and
• the Owner should contact their electricity retailer to confirm the proposed
  tariff rates before the Works are carried out.

If any Connection Works are required to be undertaken as part of the Works,
Sunray Power Solar will provide all reasonable assistance to the Owner to ensure
this is completed as soon as possible for the Site.

6. Complaints

If the Owner has a Complaint about Sunray Power Solar in relation to the Equipment
or Works, the following applies.

• The Owner can make a Complaint to Sunray Power Solar by written notice to the
  details listed in the Contract Details.
• We confirm our commitment to providing customers with a transparent, accessible
  and responsive complaints-handling process.

Upon receipt of the Complaint under clause 6(a), Sunray Power Solar will:

• take reasonable steps to advise the Owner as soon as reasonably possible of
  the receipt of the Complaint;
• log the Complaint in a register and commence investigating the issues;
• provide the Owner with an initial response or update to the Complaint within
  15 Business Days of receipt; and
• provide the Owner with a final response or update to the Complaint within
  25 Business Days of receipt, unless otherwise agreed in writing.

Where an extension is agreed, we will communicate the revised timeframe to the
customer and keep them appropriately informed of the progress of their complaint.

We will maintain appropriate records of complaints, responses and any agreed extensions.

Sunray Power Solar confirms its commitment to complying with the NETCC requirements
for customer complaints and providing customers with a fair, transparent and timely
complaints-handling process.

If the Owner is not satisfied with the outcome of clause 6(b), the Owner may refer
the Complaint to its relevant Fair Trading or Consumer Affairs office:

• NSW Fair Trading –
  13 32 20 · PO BOX 972, Parramatta, NSW 2124 ·
  
  www.fairtrading.nsw.gov.au
  
• New Energy Tech Consumer Code (NETCC) –
  03 9929 4195 ·
  info@newenergytech.org.au
• Energy and Water Ombudsman NSW (EWON) –
  Free, independent dispute resolution for energy and water related issues which
  includes billing, supply and connections.
  1800 246 545 ·
  
  www.ewon.com.au
  
• Australian Competition and Consumer Commission (ACCC) –
  Protect consumer law and misleading-conduct concerns including unsolicited
  marketing.
  1300 302 502 ·
  
  www.accc.gov.au
  

7. Equipment

7.1 Acceptance and Defective Equipment

The Owner must inspect all Equipment on the delivery and give Sunray Power Solar
written notice within 5 Business Days if the Owner reasonably considers there is
any defect or damage to the Equipment or its packaging, shortage in quantity or
failure to comply with these Terms. Failure to give notice within the time periods
set out in this clause will constitute deemed acceptance.

If any Equipment delivered to the Owner does not comply with the terms of this
Contract, the Owner may give notice rejecting that Equipment, upon which Retailer
shall (at its election) repair or replace the rejected Equipment at Sunray Power
Solar’s risk and expense.

Sunray Power Solar will not be liable for any Equipment under clause 7.1(b) if the
defect arises as a result of any of the matters set out in clause 3.3(b)(i).

These Terms apply to any repaired or replacement Equipment supplied by Sunray Power Solar.

7.2 Title and Risk

• Risk in the Equipment will pass to the Owner upon delivery of the Equipment
  to the Site.
• Title in the Equipment will not pass to the Owner until Sunray Power Solar
  receives payment in full of the Total Price Payable.

8. Installation Works

8.1 General

Sunray Power Solar agrees to complete the Works in accordance with these Terms.

The Works provided by Sunray Power Solar must:

• be undertaken with due care and skill, in a safe and lawful manner;
• be fit for the purpose for which they are intended to be used;
• be free from material defects; and
• comply with all applicable laws or regulatory requirements, and commonly
  accepted industry standards and practices.

8.2 Conditions of Works

The Works will only be performed after all Approvals are issued in accordance
with clauses 2.1 and 2.2.

Prior to the Works being commenced, the Owner must:

• warrant it can duly authorise the delivery of the Equipment and Works;
• ensure that the Site is adequately and appropriately prepared to allow
  Sunray Power Solar to undertake the Works;
• ensure that any roof or other structure to which any of the Equipment is
  to be attached is structurally capable of having such Equipment attached;
• indicate to Sunray Power Solar the location of any services and facilities
  at the Site, including any electrical services; and
• provide to Sunray Power Solar all site tests and certifications required
  or desirable for installation.

Sunray Power Solar shall not be liable for any Loss resulting from the Owner
failing to comply with the above obligations.

8.3 Acceptance of Works

The Owner acknowledges that it has reviewed local codes and standards as they may
apply to the Works and has accepted the Quotation, including Equipment and
Installation Specifications, related to the Works.

8.4 Site and Services

The Owner warrants that, to the best of its knowledge, all information given to
Sunray Power Solar regarding the Site is complete and accurate in all material
respects and it is not aware of any relevant information regarding the Site that
an installer of the Equipment should reasonably be aware.

The Owner must grant Sunray Power Solar safe access to the Site as reasonably
required to deliver the Equipment and undertake the Works.

Sunray Power Solar agrees to comply with the Owner’s reasonable directions in
relation to access of the Site. However, Sunray Power Solar may determine in its
sole and unfettered discretion whether to proceed with Works in the event of
adverse climatic conditions, including but not limited to wind, storms,
lightning, and other severe, unpredictable weather conditions.

The Owner must ensure the Site is safe for the Works to be conducted and must
coordinate with any other service providers operating on the Site to ensure
the Works are not impeded by such other suppliers.

Subject to compliance with clause 8.1(b), to the extent permitted by law,
the Owner acknowledges Sunray Power Solar is not liable for:

• any effect on manufacturer’s warranties on the Owner’s roof or structures
  on the Site due to the Works; or
• damage to the Owner’s roof or structures on the Site which is not due to
  Sunray Power Solar’s breach.

If the roofing material at the Site is terracotta tiles, the Owner is required
to obtain and make available at least 20 spare terracotta tiles at the Site for
use by Sunray Power Solar in repairing any cracked tiles arising during or in
connection with the Works.

9. Delays

9.1 Delays

If Sunray Power Solar, having taken all reasonable steps to mitigate and overcome
a delay, will not be able to provide the Equipment and/or Works by any estimated
date for delivery or completion due to a Qualifying Event Sunray Power Solar will
be entitled to:

• an extension to the extent of the delay; and
• except where the delay is caused by inclement weather or a Force Majeure Event,
  Delay Damages for each day of extension.

Sunray Power Solar must notify the Owner of:

• the facts of the causation and of the delay (including extent); and
• the steps Sunray Power Solar has taken to mitigate and overcome the effects
  of the delay,

as soon as reasonably practicable after becoming aware of the delay.

9.2 Qualifying Delays

If, as the result of any Qualifying Delay, Sunray Power Solar is delayed in
providing the Equipment and/or completing the Works, the parties agree that
Sunray Power Solar may vary the Total Price Payable to account for any changes
to the costs of performing the Works since the Contract Date, including for:

• movements in market rates or availability of materials; and
• any required changes to design as a result of the delay.

Sunray Power Solar must provide to the Owner any documents reasonably requested
by the Owner to substantiate any variation of the Total Price Payable under
clause 9.2(a).

10. Variations

If, at any time prior to completion of the Works:

• Sunray Power Solar proposes a material change to the installation design
  that forms part of the Works; or
• site conditions or circumstances beyond Sunray Power Solar’s control will
  result in extra costs that are not captured in the Total Price Payable and
  Sunray Power Solar is not willing to bear such additional costs,

(a Variation) Sunray Power Solar will provide the Owner with a proposal detailing
the revised Works including any changes to the design, amendments to the Equipment
and Installation Specifications and the Total Price Payable (if any)
(Variation Proposal).

On receipt of a Variation Proposal, the Owner must either:

• accept the Variation Proposal, in which case the Works will be deemed varied
  by the Variation Proposal; or
• reject the Variation Proposal by written notice to Sunray Power Solar, in
  which case, unless the Variation Proposal is withdrawn by Sunray Power Solar,
  the Works shall cease and either party may give notice terminating this document.

If the Owner requests a variation to the Equipment and/or the Works, Sunray Power
Solar will provide a proposal to perform the variation including the proposed
scope, any changes to the Total Price Payable and time expected to perform the
variation.

Sunray Power Solar will not be required to perform the variation unless and until
the parties have agreed and signed a written variation agreement.

11. Payment

11.1 Total Price Payable

The Owner will pay Sunray Power Solar the Total Price Payable. Unless otherwise
indicated, the Total Price Payable is inclusive of GST.

The Owner must pay all invoices in accordance with the Payment Terms and the
relevant terms of each invoice.

Without limiting any other rights which Sunray Power Solar may have, if the
Owner fails to pay any invoice on time:

• Sunray Power Solar may suspend provision of the Equipment and/or Works or
  withhold any documentation until such time as the payment is made; and
• the Owner must, on demand by Sunray Power Solar, pay interest at the rate
  of 1% per month on the outstanding amount.

11.2 Invoicing

Unless otherwise set out in the Quotation, the Owner must pay all invoices within
14 days of the date of an invoice issued by Sunray Power Solar to Sunray Power
Solar’s nominated bank account or as otherwise directed on the invoice.

Where Sunray Power Solar offers payment via credit or debit card, the Owner must
pay any surcharge associated with such payment option.

Any additional units or services used or requested by the Owner in connection
with the Works will be charged at Sunray Power Solar’s then standard rates and
will be subject to these Terms.

11.3 Set Off

Sunray Power Solar may, without limiting any rights or remedies it may have under
these Terms, set off any amounts owed to it by the Owner against any amount
payable by Sunray Power Solar to the Owner.

12. Creation and Assignment of Government Certificates

12.1 Assignment

The Owner:

• hereby assigns to Sunray Power Solar all the current and future rights,
  title, and interest in and to each of the Incentives created or capable
  of being created in respect of the Equipment (Certificate Assignment); and
• undertakes to do anything Sunray Power Solar reasonably requests of the
  Owner in the interests of perfecting, confirming, or verifying the
  Certificate Assignment, including providing further details and executing documents.

12.2 Owner Certificate Assignment Warranties

The Owner warrants to Sunray Power Solar that the Owner:

• has not previously created, or assigned the right to create, any of the
  Incentives in relation to the Equipment;
• has no other existing solar photovoltaic or battery systems installed at the Site;
• will not do anything which would:
  • adversely affect the performance of the Certificate Assignment; or
  • lower the maximum number of Certificate Assignments that can be
    performed in respect of the Equipment.

12.3 Owner Acknowledgements

The Owner acknowledges and agrees that Sunray Power Solar has:

• calculated the Incentives based on:
  • the maximum number of Incentives that can be created in respect
    of the Equipment by law, taking into account the Performance Expectations; and

  • the economic value of that number of Incentives;
• offered the Total Price Payable calculated by deducting the relevant
  Incentives from the Price; and
• entered the Contract on reliance of the Owner’s statements and warranty
  under clauses 12.1 and 12.2.

The Owner agrees that if the Owner breaches clauses 12.1 and 12.2, Sunray Power
Solar will be entitled to increase the Total Price Payable to the Price.

13. Intellectual Property Rights

The Owner acknowledges that all Retailer IP is and remains the exclusive property
of Sunray Power Solar or, where applicable, the third party licensor from whom
Sunray Power Solar derives the right to use them.

14. Termination

14.1 Termination by Owner

The Owner may terminate the Contract by notice:

• pursuant to clause 10(b)(ii) with termination taking effect at the time
  Sunray Power Solar receives the notice;
• a Grid Connection Approval is not issued under clause 2.1, effective
  upon the receipt of the notice under clause 2.1(c);
• if a cooling off period applies pursuant to relevant laws (Cooling Off Period),
  during the Cooling Off Period, the Owner issues a termination notice to
  Sunray Power Solar, effective upon Sunray Power Solar’s receipt of the notice;
• where Sunray Power Solar has provided as a deliverable as part of the Works
  a site-specific installation design or plan and site-specific performance
  estimate, within 10 Business Days of receipt of such information where such
  design or estimate is not acceptable to the Owner;
• where Sunray Power Solar fails to complete the Works by the Date for
  Practical Completion;
• Sunray Power Solar is in material breach of these Terms and (where capable
  of remedy) has failed to remedy such breach within 10 Business Days of
  being advised in writing of the breach; or
• if Sunray Power Solar suffers an Insolvency Event.

14.2 Termination by Retailer

Sunray Power Solar may terminate the Contract if:

• a Grid Connection Approval is not issued under clause 2.1, effective upon
  Sunray Power Solar’s receipt of the notice required under clause 2.1(c);
• if the Owner is in material breach of these Terms and (where capable of
  remedy) has failed to remedy such breach within 10 Business Days of being
  advised in writing of the breach; or
• if the Owner suffers an Insolvency Event.

14.3 Obligations on Termination

On termination of these Terms:

Under clauses 14.1(b) or 14.2:

• the Owner must pay Sunray Power Solar for any Equipment and/or Works that
  Sunray Power Solar has provided up to the date of termination for which
  Sunray Power Solar has not been paid;
• the Owner must pay any reasonable costs incurred in connection with
  performing the Contract up to the date of termination; and
• Sunray Power Solar will cease to have any obligation to provide the
  Equipment and/or Works.

In all other circumstances:

• Sunray Power Solar will cease to have any obligation to provide the
  Equipment and/or Works; and
• the Owner is not required to pay Sunray Power Solar for any costs incurred
  in connection with the Contract up to the date of termination.

In circumstances where this document is terminated, and any Equipment or ancillary
goods have been delivered to the Site or into the custody of the Owner or its
representative, and title to such Equipment or goods has not passed to the Owner,
the Owner must make available for collection by Sunray Power Solar such Equipment
and goods (including allowing Sunray Power Solar to uninstall partially installed
Equipment) for a reasonable period following termination.

Termination of this document will not affect any rights, remedies, obligations,
or liabilities of the parties that have accrued up to the date of termination.

14.4 Survival

Clauses 12, 13, 14, 15, 17 survive the expiry or termination of these Terms.

15. Limitation of Liability

15.1 General

This clause 15 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their Personnel) to each other in respect of: any breach of these Terms;