Terms and Conditions

Last updated October 28, 2023 

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Agreement

  1. These general terms and conditions apply to the products and services provided by M/s Energy Circle Private Limited (“Zircle”) with its registered office located at 5th Floor, Two Horizon Centre, Dlf Phase 5, Gurugram, Haryana – 122001 to the clean energy system buyer (“Customer”) (each a “Party” and collectively “Parties”) and shall  be  read  together  with  the Order  Form (collectively, the “Agreement”). 
  2. In the event of a conflict between this Agreement and any offer for sale from Zircle, this Agreement shall prevail and be binding on Zircle and the Customer, being the parties to this Agreement.

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Description of Service

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  1. Zircle provides a marketplace for clean energy products and services (“Zircle Platform”) that connects Customers and sellers (“Vendors”) to facilitate the purchase and sale of solar energy systems and related services ("Products"). ZircleTM is a trademark of Energy Circle Private Limited and/or its affiliates (“Energy Circle”) and Zircle shall use the Zircle trademark as per Energy Circle’s Trademark Guidelines.
  2. Zircle acts as a facilitator and provides necessary liasoning and coordination between the users. Zircle does not take ownership of or responsibility for any activity outside of those mentioned in “Zircle Assurance (See Annexure A)”.  

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‍General Terms

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  1. The  Customer  hereby  represents  and  warrants  that  the Customer  has  the  sole  legal  capacity  to  enter  into  this Agreement and authorise the construction, installation and commissioning  of  the  Solar  Power  Plant  (“Solar  Power Plant”) which is inclusive of Balance of System (“BoS”) on     the    Customer’s    premises    (“Customer    Site”). Zircle  reserves  its  right  to  verify  ownership  of  the Customer Site and Customer covenants to co-operate and provide  all  information  and  documentation  required  by Zircle for the same.

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Representations made by the Customer

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The Customer acknowledges and agrees that:

  1. any  timeline  or  schedule  shared  by  Zircle  for  the provision of services and delivery of the Solar Power Plant is  only  an  estimate  and  Zircle  will  not  be  liable  for any delay that is not attributed to Zircle;
  2. all information disclosed by the Customer to Zircle in connection  with  the  supply  of  the  Goods  and  the  Solar Power Plant (or any part thereof), services and generation estimation  (including,  without  limitation,  the  load  profile and  power  bill)  are  true  and  accurate,  and  acknowledges that Zircle has relied on the information produced by the  Customer  to  customise  the  Solar  Power  Plant  layout and BoS design for the purposes of this Agreement;
  3. the  Customer  shall  not  use  the Solar Power  Plant  or  any part  thereof,  other  than  in  accordance  with  the  product manufacturer’s specifications, and covenants that any risk arising from misuse or/and misappropriate use shall be to the account of the Customer alone.
  4. The Customer covenants/ represents and warrants that:
  • the  Customer  has  the  legal  capacity  to  permit unfettered access to Zircle and its Authorised Vendors for  the  purposes  of  execution  and  performance  of  this Agreement,  including,  conducting  site  survey,  installing the Solar Power Plant and carrying out maintenance;
  • the  Customer  has  and  will  provide  requisite power,     water     and  other     requisite     resources     for construction,  installation, operation  and  maintenance  of the Solar Power Plant;
  • Unless  otherwise  intimated  by the  Customer  in writing, Zircle is entitled to take photographs, videos and  testimonials  of the Customer  and  the  Customer  Site, and  to  create  content  which  will  become  the  property  of Zircle and the same can be freely used by Zircle as part  of its promotional and  marketing activities  across all platforms as it deems fit;
  • the   Customer   validates   the   stability   of   the Customer Site for the installation of the Solar Power Plant.

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Non-payment of dues

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  1. If  the Customer fails to make payment of any invoice raised by Zircle pursuant to this Agreement, Customer shall be liable to pay Zircle the outstanding amount  with interest  at  the  rate  of  2%  (two  percent)  per month of delay computed from the due date until payment in full is received by Zircle.

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Cancellation

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  1. Customers may cancel their orders as per the terms laid out in the following Clauses 6(b)-6(e) by serving notice by electronic mail to contact@gozircle.com. 
  2. The advance booking amount paid to book the order as per the payment terms laid out on the order form (“booking amount”) is fully refundable on cancellation by the Customer as per Clause 6(a), until the another payment milestone is completed. 
  3. Advance amount paid as per the payment terms laid out on the order form (“Advance”) and the Booking Amount are: 

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  • fully refundable if the Customer cancels the order within 7 (seven) days from the date of remittance of Advance or the date or order acceptance, whichever is earlier (“Order Confirmation”). 
  • 50% refundable if the Customer cancels the order after 7 (seven) days but within 15 (fifteen) days from the date of remittance of Advance or the date Order Confirmation. 

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  1. The Advance and Booking Amount will not be refunded if the Customer cancels the order after 15 (fifteen) days from the date of remittance of Advance or the date Order Confirmation. 
  2. Notwithstanding the aforesaid, the Customer  shall not be entitled  to  cancel  the  Order  Form  after  Zircle or its authorized Vendor  has dispatched  the  Solar  Power  Plant  (or  any  part  thereof, including BOS) to the Customer Site. If Customer chooses to  terminate  the  Order  Form  after  dispatch,  the  entire amount paid by the Customer till date, shall be forfeited by it and Zircle shall be entitled to retain it.

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Limitation of Liability

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  1. To the maximum extent permitted by applicable law, Zircle, its officers, directors, employees, affiliates, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or in connection with the use of Zircle's services, or any products or services obtained through the Zircle Platform. 
  2. The Customer agrees to indemnify, defend, and hold harmless Zircle, its officers, directors, employees, affiliates, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the customer's use of Zircle's services or any products or services obtained through the Zircle Platform.
  3. To the maximum extent permitted by applicable law, in no event shall Zircle be held liable for any special, incidental, indirect or consequential damages whatsoever for personal injury or any other loss or claim, arising out of or in relation to misrepresentation (including negligence) of any third party, including manufacturing representations & warranties. Nothing in these terms purports to limit or exclude the liability of Zircle for fraudulent misrepresentation, or for death or personal injury caused by Zircle’s wilful negligence, or for any other liability which cannot lawfully be limited or excluded, and this Clause 7 (c) shall be construed accordingly. The parties agree that Zircle’s  aggregate liability to the customer in agreement, tort (including negligence), misrepresentation or howsoever otherwise caused arising from or in connection with any agreement shall not exceed the invoiced price for the products  supplied to the Customer under this agreement. 
  4. This provision also applies to the matters referred to in annexure a hereto.

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Miscellaneous Provisions

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  1. Applicable Law: The interpretation of this Agreement shall be construed and enforced in accordance with the laws of India. If any part of this Agreement is deemed invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable.
  2. Severability: If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the Party’s intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
  3. No Waiver: A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
  4. Dispute Resolution & Choice of Law: In the event of any dispute or disagreement between the parties arising out of or relating to the support services and provision thereof, (the “dispute”), the parties will endeavour to resolve the dispute in accordance with this section. Customer may invoke this section by providing Zircle written notice of its decision to do so, including a description of the issues subject to the dispute by writing to contact@gozircle.com.
  5. Headings: The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
  6. Assignment: Zircle shall be entitled to assign its rights and obligations hereunder to any person it deems fit without requiring any consent from the Customer. The Customer shall not be entitled to assign its rights or obligations hereunder.

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Annexure A

Terms and Conditions of Zircle Assurance

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Zircle Assurance ("Assurance") is a service provided by Zircle to customers of the Zircle Platform. By availing Zircle Assurance, customers acknowledge and agree to the following terms and conditions:

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Inclusions: 

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  1. Design and Site Generation Approval: Zircle shall review and approve the design of the solar power plant offered by vendors on the Zircle Marketplace. 
  2. Bill of Materials (BOM) Review: Zircle shall review the Bill of Materials (BOM) provided by vendors to ensure that all components and materials meet the relevant criteria laid by the Ministry of New and Renewable Energy and all other applicable ISO standards.
  3. Module Test Reports and Mounting Structure Design: Zircle shall check and review module test reports, module mounting structure (MMS) design, and other relevant certificates provided by vendors. 
  4. Site Inspection: Zircle shall conduct one site inspection to check the quality of installation and visually inspect the material quality. This inspection aims to identify and address any instances of unsafe installation, poor workmanship, or practices leading to warranty voidance.
  5. Lifelong Support and Troubleshooting: Zircle provides lifelong support to customers through its support desk. Customers can raise complaints or issues, and the Zircle team will work to resolve them through remote support. Zircle shall coordinate with vendors to ensure their fulfilment of obligations as per the Annual Maintenance Contract (AMC) service agreement included in the solution or purchased as an add-on.
  6. Warranty Claim Support: Zircle shall assist customers in warranty claims by coordinating with the vendors. Zircle aims to streamline the process and facilitate communication between customers and vendors to ensure timely resolution of warranty-related issues.
  7. Comprehensive Zircle Warranty: Zircle assures to rectify any issues arising due to poor workmanship or any other defects and faults at no cost to the customer for a period of five years from the date of installation.
  8. Net Metering and Billing Support: Zircle shall provide support to customers for any issues arising with net metering and billing. The Zircle team will assist in addressing concerns and providing guidance to ensure smooth operations.

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Exclusions:

Following exclusions are applicable for the period when Zircle’s five year comprehensive warranty period is over.

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  1. Generation Guarantee: Zircle does not provide any generation guarantee. The actual generation of the solar power plant may vary based on several factors beyond Zircle's control.

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  1. Warranty Limitations: Zircle does not provide warranties directly. Any warranties for the products or components are provided by the respective vendors. Zircle facilitates warranty claim support but does not offer any warranties of its own.

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  1. Equipment Fault and Manufacturing Defects: Zircle shall provide support to resolve any issues arising from equipment malfunction or manufacturing defects. However, Zircle does not provide guarantees or assume liability for such faults. The resolution of such issues is subject to the terms and conditions set forth by the vendors and the OEMs.

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  1. Material Quality and Defects: Zircle shall not be liable for any issues arising due to material quality and defects. The quality and performance of materials used in the solar power plant are the responsibility of the vendors.

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  1. AMC Obligations of Vendors: Zircle is not liable if vendors default on their AMC obligations. However, Zircle will make reasonable efforts to persuade vendors to fulfil their obligations and support the customer in getting the problem fixed at cost as a last

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  1. Warranty Rejections: Zircle shall not be liable for any warranty rejections that occur due to faults not directly attributable to Zircle. Any warranty claim rejections by the vendors or manufacturers shall be governed by their respective terms and conditions. Zircle will provide support and assistance to customers in resolving such warranty rejections, but ultimate responsibility lies with the vendors or manufacturers.

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