General Terms and Conditions

General Terms and Conditions for the Loan, License and Contract for Work regarding the Provision of sunsoric and suncloud and the Possible Cleaning of Photovoltaic System Modules (sunsoric T&Cs)

1 Preamble

1.1 sun-X has developed a sensor for measuring the soiling of photovoltaic system modules (hereinafter “sunsoric”) along with associated software (hereinafter “suncloud”) to increase efficiency.
1.2 sun-X markets its products sunsoric and suncloud and cleans photovoltaic system modules itself or through suitable subcontractors. sun-X provides the system operator with sunsoric and suncloud and undertakes, either itself or through suitable subcontractors, the professional cleaning of the system operator’s photovoltaic system modules when necessary.
1.3 The system operator runs one or more photovoltaic systems (hereinafter “PVA”). They use sun-X’s sunsoric and suncloud and have them professionally clean the PVA modules; their decision-making right according to section 2.3.3 remains unaffected.
1.4 The following provisions are sun-X’s General Terms and Conditions, which apply to all loan, license and work contracts regarding the cleaning of photovoltaic system modules (hereinafter “sunsoric T&Cs”) concluded between sun-X and a system operator. sun-X has explicitly pointed out these sunsoric T&Cs to the system operator prior to concluding the contract and has also ensured that the system operator acknowledges their content during the electronic contract conclusion and agrees to them. The system operator has electronically confirmed their acknowledgment and agreement. sun-X ensures that this confirmation is and remains available.

2 Contract Objects

2.1 Provision of a sunsoric soiling sensor

2.1.1 Based on the contract concluded with the system operator, sun-X provides the system operator with the sunsoric soiling sensor. For this purpose, sun-X hands over a sunsoric soiling sensor to the system operator at the beginning of the contract, either itself or through the PVA installer, if applicable, or the subcontractor involved in the cleaning (hereinafter collectively “Third Parties”).
2.1.2 The sunsoric soiling sensor is provided to the system operator on a loan basis and therefore free of charge (§ 598 BGB). The system operator is obligated to handle it carefully and professionally. They may not make any modifications to it.
2.1.3 The sunsoric soiling sensor is professionally installed on the PVA by the system operator or alternatively by a Third Party according to sun-X’s specifications. According to these specifications, the sunsoric soiling sensor must be installed particularly on the frame of the most soiled, lowest module, etc. Details can be found in the installation instructions provided by sun-X in suncloud. Compliance with these specifications is of particular importance as these are the prerequisite for an accurate measurement by the sunsoric soiling sensor.
2.1.4 If disassembly and reinstallation of the sunsoric soiling sensor becomes necessary (for example, in case of module breakage), the system operator must inform sun-X in advance in text form in suncloud. The provisions resulting from section 2.1.3 apply accordingly.
2.1.5 After the professional installation of the sunsoric soiling sensor, it is commissioned. The system operator can commission and calibrate the sunsoric soiling sensor themselves. Alternatively, they can have it commissioned and calibrated by sun-X for a separate fee of €249.99 net plus statutory VAT. For invoicing and payment, the provisions in section 8.7 apply.
2.1.6 The sunsoric soiling sensor is battery-operated. Its batteries are renewed by sun-X during cleaning. Only after consultation with sun-X is the system operator entitled to replace the batteries themselves.
2.1.7 If this contract terminates, the system operator must return the sunsoric soiling sensor to sun-X; section 14.3 remains unaffected.

2.2 Access to suncloud

2.2.1 Based on the contract concluded with the system operator, sun-X provides the system operator with fee-based access to suncloud and grants them a limited and simple license to use suncloud for the term of the contract. For this purpose, sun-X enables the system operator to set up their own account with username and password and thereby permits them to use suncloud.
2.2.2 The system operator is obligated to enter their PVA with all necessary data themselves and correctly into suncloud. Necessary data includes, in particular, the exact location, the construction year of the PVA, the type of PVA (especially open-field, roof), the module type (especially thin-film or thick-film), the number of modules installed or the size of the area to be cleaned or the output in kWp, and the other mandatory fields resulting from suncloud.
2.2.3 The costs for connecting the system operator to suncloud amount to €49.99 net plus statutory VAT per started year of using suncloud. These costs are payable immediately upon provision of access and then annually on the recurring day of the first access. For invoicing and payment, the provisions in section 8.7 apply.
2.2.4 If the contract concluded with the system operator ends, the license granted to the system operator also ends, and sun-X deletes the system operator’s access to suncloud.

2.3 Cleaning of the system operator’s PVA modules

2.3.1 Prior to concluding the contract with the system operator, the system operator has already provided sun-X with the details of the PVA according to section 2.2.2 above.
2.3.2 Based on this information, the amount of the cleaning fee was automatically determined and communicated to the system operator before concluding the contract. Any adjustments to the communicated cleaning fee are only possible according to the provisions resulting from section 8.2 et seq.
2.3.3 Based on the data determined by the sunsoric soiling sensor and resulting from suncloud, sun-X determines the recommended cleaning date and communicates this to the system operator; section 7.2 remains unaffected. The system operator then decides whether to have the cleaning service performed by sun-X; section 6 remains unaffected. If they decide to do so, the actual cleaning date is to be agreed between the system operator and sun-X. For this purpose, sun-X makes a maximum of three date proposals coordinated with the system operator; the cleaning takes place at the latest third date.
2.3.4 sun-X then undertakes, either itself or through suitable subcontractors, the professional cleaning of the PVA modules when needed for the system operator.

3 Contract Foundations

The contract foundations are the provisions of the contract concluded with the system operator, including these sunsoric T&Cs, and the provisions of the German Civil Code, for cleaning in particular the work contract law according to §§ 631 BGB et seq.

4 Scope of Services from sun-X

4.1 In accordance with the provisions in 2.2.1, sun-X hands over the sunsoric soiling sensor to the system operator (see section 2.1) and grants them a simple and limited license for the use of suncloud by setting up an account with username and password (see section 2.2).
4.2. sun-X furthermore provides, either itself or through suitable subcontractors, all services necessary for the professional cleaning of the PVA modules (see section 2.3). These include, in particular, but not exclusively, the following:
4.2.1 Contact through suncloud by sun-X’s subcontractor involved in the cleaning, if applicable, with the system operator or their on-site representative to precisely schedule the cleaning service to be provided, which takes place within a period of plus/minus four weeks around the cleaning date communicated according to section 2.3.3,
4.2.2 Production of a successful cleaning of the PVA modules; sun-X thus does not merely owe a cleaning activity or a certain number of cleaning hours. The owed cleaning success is oriented towards the result or success of the cleaning service provided. Pre-existing irreversible soiling (e.g., due to long-term cleaning not carried out by the system operator or insufficiently frequent or inadequate cleaning in terms of manner and method, as well as moss and lichen infestation that make successful cleaning impossible) is taken into account and does not prevent successful cleaning. sun-X must establish the cleanliness of the PVA modules without being subject to instructions from the system operator.
44.2.3 Documentation: Using suncloud, sun-X creates the documentation required for acceptance according to section 9 and customary in the industry, in particular the photo documentation resulting from section 5,
4.2.4 Assumption of all traffic safety obligations.
4.3 The provision of untreated water and electricity is not within sun-X’s scope of services but within the system operator’s scope of services. If the system operator does not provide untreated water and electricity or does not provide them in a timely manner, sun-X can procure them itself at the system operator’s expense and charge them to the system operator. If required, particularly for safety-relevant reasons, the system operator must provide a working platform; reference is made to section 8.4.

5 Photo Documentation and Its Significance

5.1 The (sensor) data, photos, and reports of the PVA and also the respective cleaning order are recorded in suncloud. The acceptance of sun-X’s cleaning service is generally done through suncloud and the data documented in it, in particular the industry-standard photos taken by sun-X.y
5.2 sun-X endeavors to take at least three photos of the PVA in an uncleaned, partially cleaned, and fully cleaned condition for each cleaning order and to store these in suncloud. At least two of these photos should be suitable to recognize the location of the PVA, for example via a distinctive background or structure.
5.3 In cases where the photo documentation described in section 5.2 cannot be provided, for whatever reason, the simple declaration by sun-X in suncloud that the cleaning of the PVA modules has been carried out professionally is sufficient. In these cases, sun-X sets the system operator a reasonable deadline for acceptance (§ 640 para. 2 sentence 1 BGB). The deadline is generally reasonable if it does not fall below a period of seven calendar days.

6 Assignment of Cleaning to Third Parties

During the term of the contract concluded with them, the system operator is not entitled to assign the professional cleaning of the PVA modules to a third party; otherwise, they remain obligated to pay the agreed cleaning fee.

7 Cleaning Time

7.1 sun-X performs the contractual cleaning of the PVA modules at the cleaning date that is communicated to the system operator in advance (section 2.3.3).
7.2 Extraordinary events that are beyond the control of the parties, such as exceptional soiling by Sahara dust or exceptional weather conditions, shall be appropriately considered when determining the cleaning date according to section 2.3.3.
7.3 Such extraordinary events, if necessary, suspend sun-X’s cleaning obligation until their cessation and until normalization of the cleaning situation and beyond that until the possibility of recalculating the necessity of cleaning.
7.4 In principle, cleaning can only take place if both the safety of life and limb and the safety of the PVA are ensured. Cleaning can be hindered, for example, by ice and snow and, due to the associated danger for the modules, also by excessive cold.

8 Cleaning Fee, Increase of the Cleaning Fee, Payment Terms

8.1 The system operator is obligated to pay the cleaning fee communicated to them according to section 2.3.1.
8.2 sun-X is entitled to a higher (or lower) cleaning fee than that communicated according to section 2.3.1 if (i) the measurements determined by sun-X during cleaning deviate from the data communicated to it and stored in suncloud according to section 2.3.1, or (ii) the system operator subsequently changes the data communicated by them according to section 2.3.1 and stored in suncloud. If the data is changed by the system operator, an automatic increase (or decrease) of the cleaning fee occurs due to system constraints.
8.3 sun-X is additionally entitled to a higher cleaning fee than that communicated according to section 2.3.1 if sun-X incurs an unforeseeable additional expense. An unforeseeable additional expense arises in case of increased work difficulty, which results in particular, but not conclusively, from difficult accessibility of the PVA, extreme soiling, or complex water logistics. The amount of this additional expense is to be agreed between sun-X and the system operator before the start of the cleaning work and recorded in suncloud, alternatively via email.
8.4 If a working platform is required for safety-relevant reasons and the system operator does not provide one according to section 4.3, sun-X will provide a working platform itself. The use of a working platform from sun-X leads to a customary and appropriate increase in the cleaning fee. A working platform that does not have to overcome an unusual height or unusual distance is regularly to be estimated at €350.00 net.
8.5 Irreversible soiling according to section 9.3 does not lead to an increased cleaning fee. The provision resulting from section 9.3 applies to these. sun-X’s claim to an increased cleaning fee agreed upon prior to determining the irreversibility of the soiling according to section 8.3 remains unaffected and is to be paid by the system operator.
8.6 If cleaning cannot take place because the system operator has provided incorrect information in suncloud or other circumstances attributable to them and originating from their sphere of risk that did not allow cleaning, sun-X receives a compensation of 30 percent of the agreed cleaning fee.
8.7 sun-X deposits the invoices for the cleaning fee in suncloud and collects the invoice amount from the system operator’s account within eight days of invoicing on the basis of the SEPA direct debit mandate issued by the system operator. As long as and to the extent that no SEPA direct debit mandate exists, the cleaning fee is to be transferred by the system operator to sun-X’s account indicated in the invoice within eight days of invoicing; (discount) deductions are not possible. The provisions resulting from this section 8.7 apply accordingly to payment claims of sun-X according to sections 2.1.5, 2.2.3, and 14.4.

9 Acceptance

9.1 sun-X notifies the system operator of the completion of the cleaning of the PVA modules without delay (§ 121 BGB), at the latest within three working days. This notification of completion is made through a message from sun-X to the system operator in suncloud. sun-X will deposit the corresponding evidence (especially photos according to section 5) in suncloud. If suncloud’s functionality is not available, sun-X will provide the evidence to the system operator via email.
9.2 The system operator checks the proper provision of the cleaning service without delay (§ 121 BGB), at the latest within three working days, particularly based on the photos deposited in suncloud. Their express confirmation given in suncloud is the acceptance of sun-X’s contractual service. If the system operator has not given an express confirmation without delay, at the latest within three working days, and has also not complained about any defects, acceptance is deemed to have occurred on the fourth day after notification of completion; sun-X explicitly informs the system operator of this at the beginning of the period in suncloud.
9.3 Irreversible soilings are those that result in particular, but not conclusively, from long-term cleaning not carried out by the system operator in the past, as well as moss and lichen infestation, and that make successful cleaning impossible, possibly even after corresponding additional expense by sun-X according to section 8.3. These are documented by sun-X in suncloud. They are not circumstances that prevent acceptance by the system operator.

10 Material Defect Warranty for Cleaning and for sunsoric

10.1 sun-X guarantees that it cleans the PVA modules contractually, completely, professionally, technically flawlessly, and in accordance with the recognized rules of technology.
10.2 If the inspection according to section 9.2 reveals the presence of defects, acceptance takes place subject to rectification. The defects are recorded by the system operator in suncloud and eliminated by sun-X within a reasonable period to be determined by the system operator during the inspection according to section 9.2, which regularly does not exceed fourteen working days (hereinafter “rectification period”).
10.3 If sun-X does not eliminate the defects within the rectification period, the system operator sets sun-X a further, reasonable period for the elimination of the defects of generally at least fourteen working days, combined with the announcement that they will reject subsequent performance if this period expires without result. If the period expires without result or if the subsequent performance fails despite two attempts or is refused, the system operator can have the defect eliminated themselves and demand reimbursement of the necessary expenses from sun-X.
10.4 Further rights of the system operator are excluded to the extent legally permissible according to the provisions of the BGB work contract law. The sunsoric soiling sensor has a lifespan of six years. An actual or presumed defect of the sunsoric soiling sensor during this lifespan leads to sun-X having the sunsoric soiling sensor checked by one of its own service technicians within a maximum of eight weeks from the corresponding notification by the system operator, maintaining it or replacing it. The system operator is not entitled to any further warranty claims against sun-X in this respect.

11 Liability

11.1 The sunsoric soiling sensor is installed on a module of the PVA. It recognizes soiling with an accuracy of up to one percent. The soiling of the PVA is basically homogeneous. Since the measurement is only carried out at one point and numerous circumstances can counteract homogeneous soiling, sun-X is not liable for financial damages, in particular not for a loss of yield of the PVA, even proportionally, which is due to an incorrectly assessed degree of soiling of the PVA. An incorrect calculation can result, for example, from the presence of defective modules or a sunsoric soiling sensor not professionally installed by the system operator. Site-specific characteristics, such as emissions from neighboring properties (German Railways, motorway, industries, etc.) or air traffic, or deviating live data (orientation, inclination, GPS) counteract homogeneous soiling. sun-X naturally cannot recognize defective modules, a sunsoric soiling sensor not professionally installed by the system operator, site-specific characteristics, and deviating live data.
11.2 sun-X is liable for all personal injuries and property damages caused by persons for whom it is responsible during the cleaning of the PVA modules. sun-X’s liability is limited to the amount of the coverage resulting from section 12. To the extent that sun-X has to pay compensation, its compensation obligation is limited to the typically occurring and foreseeable damage. The above limitation of liability does not apply in the case of intentional or grossly negligent causation of damage by sun-X.
11.3 sun-X notifies the system operator without delay (§ 121 BGB) in suncloud of any damage caused by it to the PVA modules.

12 Insurance

Upon request by the system operator, sun-X will provide proof of business liability insurance with an appropriate and customary coverage sum – which must not fall below an amount of EUR 5,000,000.00 per case of damage.

13 Confidentiality, Data Protection, Publications

13.1 sun-X undertakes to treat all information and documents received from or becoming known to the system operator during the contract execution confidentially, with the exception of those that were already generally accessible or for the disclosure of which there is a legal obligation. sun-X undertakes not to disclose any trade and business secrets of the system operator to third parties.
13.2 sun-X undertakes to process, disclose, make accessible, or otherwise use all personal and company-related data of the system operator in accordance with the applicable provisions of the General Data Protection Regulation (GDPR). Beyond the provision resulting from Art. 6 para. 1 (f) GDPR, the system operator expressly agrees to receive topic and industry-related advertising from sun-X.

14 Term, Termination

14.1 The loan, license, and work contract enters into force with the system operator’s acceptance declaration in text form and has an initial term until the completion of the first determined and performed cleaning. It is automatically extended until the next determined and performed cleaning if it is not terminated by the system operator or sun-X immediately after the respective cleaning has been carried out, but at the latest within two weeks.
14.2 The loan, license, and work contract can only be terminated during its term for good cause. Good causes for termination by the system operator are cleaning not carried out within the agreed period at least twice or insufficient quality of the cleaning service provided by sun-X that prevents acceptance. A defect of the sunsoric soiling sensor is in no case a good cause for termination of this license and work contract. Good causes for termination by sun-X are direct debits returned by the system operator and associated non-payments of the agreed cleaning fee or other payments and an impossibility of cleaning according to the provisions in sections 8.5 and 8.6. Good cause for termination by sun-X is also the presence of circumstances that make cleaning impossible for economic reasons or make cleaning unprofitable or the associated effort disproportionate. This can result in particular, but not conclusively, from structural peculiarities, such as inaccessibility of the modules (for example, no access or special obstacles) or an inclination of the module rows that is too steep for the cleaning devices or their excessive length or width.
14.3 In any case of termination, the system operator is obligated to dismantle the sunsoric soiling sensor from the PVA at their own expense within four weeks of the termination of the loan, license, and work contract and to return it to sun-X at their own expense. This only does not apply if sun-X waives the return of the sunsoric soiling sensor in individual cases and in text form; the system operator hereby already accepts this waiver.
14.4 If sun-X has not waived the return of the sunsoric soiling sensor and the system operator does not comply with their obligation resulting from section 14.3, sun-X can claim a one-time compensation of €150.00 net plus statutory VAT from the system operator after the expiry of eight weeks from the termination of the loan, license, and work contract. For invoicing and payment, the provisions in section 8.7 apply, whereby sun-X sends the invoice to the system operator via email in this case.

15 Final Provisions

15.1 German law applies to these sunsoric T&Cs and the entire contractual relationship between sun-X and the system operator, excluding the reference norms of German international private law.
15.2 General terms and conditions of the system operator do not apply. No verbal side agreements have been made. Changes and additions to these sunsoric T&Cs require at least text form; this also applies to the cancellation and/or amendment of this text form requirement itself.
15.3 Should a provision or part of a provision of these sunsoric T&Cs be or become invalid, the legal validity of the remaining provisions shall not be affected. sun-X and the system operator undertake to replace the invalid provision with one that comes as close as possible to it in economic outcome; the same applies in the event that a regulatory gap should arise.
15.4 The exclusive place of jurisdiction for all disputes arising from or in connection with these sunsoric T&Cs and the entire contractual relationship is, to the extent legally permissible, Landshut.