TERMS AND CONDITIONS
Our Philosophy: Lack of planning (on your part) does not justify an emergency (on our part).
All pricing quoted is for residential roof mounted or ground mounted grid tied systems only. No commercial, battery back up or off grid systems. Additional fees will apply depending on complexity of other types of projects. All commercial projects are quoted individually.
In the event of a project change order that impacts design in a major way, we reserve the right to charge up to 40% of original project fee to revise the plans. I.E. Changing the module quantity/model, changing inverter quantity/model, changing the array layout drastically. If you choose not to upload a roof sketch with design submission and found there was vents or something else obstructing the array we designed, that is not our fault. It is up to the contractor/builder to verify a layout prior to sending the project to us. Change orders on older projects that were drafted longer then 180 days may be subject to additional fees. Change orders on projects that are due code changes may be subject to additional fees.
We are not liable for any damage, production loss, or anything related to the installation of the project. It is up to the contractor to install the system correctly and verify it was designed correctly. If we had a mistake or typographical error on any plan sets, we are not responsible for contractor mistaking that information for fact. The contractor is responsible for reviewing our work prior to doing any work on the project and prior to submitting to the building department.
If payment is late, we reserve the right to charge up to a 3% fee compounded daily until invoice is paid in full, unless prior arrangements have been made. If payment is unpaid after we have contacted you, we start by filing a formal complaint with CSLB. Then if payment is unpaid, we will send the invoice to a collection agency, then small claims. We are not a bank.
Building Department Corrections:
In event of corrections, they will be returned promptly, free of charge. If plan set has been modified, free correction service is void. If corrections are deemed excessive or strange by our standards, we reserve the right to charge an additional fee.
I.E Building departments that give corrections to every project regardless. Fee will be no more then 25% of original project fee.
Turn Around Time:
Our business hours are Monday, Tuesday, Thursday, Friday 10AM-8PM Pacific Standard Time. We are closed Saturday, Sunday and Wednesday Project turn around time hours are only counted during business hours. Weekend hours and non business hours do not count toward turn around times. I.E. 24 hour turn around time is 2 business days. All projects that are sent in after 6PM will be reviewed the following business day.
We reserve the right to charge 80% of original fee for any completed project that has been cancelled by the property owner/customer or the contractor. If the project is in process of being completed, fee may be reduced accordingly. Depending on the nature of the cancellation, we may waive the fee or reduce it as we see fit. If you order a sandwich and choose not to eat it, you are still expected to pay for said sandwich.
When ordering solar signage bundled with our plans, we will produce exactly what is shown on the signage detail page of our plans. If the inspector/AHJ wants something different then what is on the approved plans we will make the revised signage per their request for a reduced fee that is dependent on the scope of work. If we are asking to reproduce a map placard due to the equipment being installed different then the approved plans, the fee will be $35+ shipping. If there is a mistake on any signage that differs from the approved plans will will replace it free of charge. All signage will be shipped upon request, meaning after we deliver the plans, you are required to contact us to let us know you are ready for us to create the signage. Cancellations: If signage was selected on the design request and paid for in advance and cancelled at a later date prior to being completed we reserve the right to charge a 20% restocking fee. If signage has been completed per your request then cancelled after completion, we reserve the right to charge a 40% restocking fee. Signage that is not produced from our plans: We do not guarantee any information on signage is accurate or correct. We do not offer free replacements for incorrect information on signage produced from plans that are not ours. If you do not request that we produce the signage with 90 days of the initial plan set release and would like to cancel we do not offer refunds, however we may allow credit in the same amount as the original project to be transferred to a different project.
Non Disclosure Agreement:
By agreeing to the terms and conditions, you are agreeing to the following.
THIS AGREEMENT (the "Agreement”) is entered into on this day of (when project was submitted) by and between Efficient Industries, LLC (dba E-fficient Solar Design), having its principal place of business at 23963 Five Tribes Trl, Murrieta, CA ( the” Disclosing Party”), and (Client/you) having its principal place of business at (Client's/your place of business) (the “Recipient” or the “Receiving Party”). The Recipient hereto desires to participate in discussions and business activities regarding design and engineering of photovoltaic plan sets and other consulting services provided by the company. These plan sets are considered sensitive material and shall not be shared with anyone who is not directly involved with the project or involved with the "Recipient's" company.
(The “Transaction”). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information.
(a) For purposes of this Agreement, “Confidential Information” means any data or Information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality;
(c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement;
(d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and
(e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2. Disclosure of Confidential Information.
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;
(b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth 2 in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
3. Use of Confidential Information.
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' Existing agreement that Federal Rule of Evidence 408 governs their discussions in furtherance of a potential business relationship.
4. Compelled Disclosure of Confidential Information.
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
This Agreement shall remain in effect for as long as the client/you are using the companies services.
Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
7. Return of Confidential Information.
Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
8. Notice of Breach.
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
9. No Binding Agreement for Transaction.
The parties agree that neither party will be under any legal obligation of any kind
whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written,between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of California applicable to contracts
made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in California shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. (f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees. (g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date in which a "design request" and/or Efficient Industries, LLC (dba E-fficient Solar Design) was hired by the recipient.