Sentinel Energy Solutions (Pty) Ltd — Terms of Service
1. Scope of Supply
Any item, service, or function not explicitly listed in the relevant proposal or agreement is excluded from the scope of supply and implementation, regardless of implication or prior discussions.
2. Pricing & Exchange Rate
All equipment — both hardware and software — quoted in any proposal is subject to exchange rate variation. The ZAR/USD rate applicable at the time of proposal issue will be stated in the proposal and will apply up to the point of order confirmation. Any variation in the exchange rate thereafter may result in price adjustments.
3. VAT
All prices exclude VAT unless explicitly stated otherwise.
4. Provisional Services
All engineering, programming, and implementation services quoted in any proposal are provisional and subject to final confirmation after:
- Final design sign-off
- Site inspection and platform readiness
- Confirmation of electrical interface conditions
5. Rework & Changes
This proposal does not cover rework, redesign, or additional work arising from changes requested by the client after final approval or outside the defined deliverables. Any such changes will be scoped and quoted separately.
6. Structural Integrity
The client accepts full responsibility for the structural integrity of any existing structures, surfaces, or fixtures to which Sentinel’s equipment is affixed or mounted. This includes, but is not limited to, roofs, walls, floors, frames, and mezzanines. The client warrants that such structures are adequate to bear the additional dead loads, live loads, and wind loads imposed by the installed equipment, including PV panels, inverters, battery systems, and associated hardware. Sentinel accepts no liability for structural failure, damage, or consequential loss arising from inadequate structural capacity. Where Sentinel arranges a structural certification on the client’s behalf, this is done as a convenience and does not transfer design or engineering liability to Sentinel.
7. Phased Delivery
All pricing assumes a single consolidated order covering the entire system scope, implemented as a unified project. If delivery or deployment is broken into multiple phases or timelines, Sentinel reserves the right to revise pricing accordingly.
8. Interim Invoicing
Delays in project sign-off or handover exceeding 30 calendar days from practical completion may trigger interim invoicing for all completed work to date.
9. Proposal Validity
All proposals and associated pricing are valid for 30 calendar days from the date of issue. Pricing may be reviewed and adjusted thereafter at Sentinel’s discretion.
10. Site Access & Readiness
The client is responsible for ensuring levelled, accessible, and obstruction-free platforms suitable for containerised delivery and installation. The client must provide Sentinel’s team with safe and timely access to site throughout the project duration. Delays caused by restricted or inadequate site access will extend project timelines without constituting a breach by Sentinel, and may result in additional costs.
11. Municipal & Utility Applications
All municipal or utility application processes, including SSEG and grid tie-in approvals, are excluded from scope unless expressly stated as included in the proposal. Sentinel accepts no responsibility for delays caused by utility or municipal approval timelines, even where Sentinel assists with the application process.
12. Commissioning Prerequisites
The system will only be commissioned once the site meets all defined readiness criteria, including but not limited to completed DB board installations, confirmed cabling routes, cleared installation areas, and grid connection readiness. Delays arising from unmet prerequisites are the client’s responsibility.
13. Generator & Third-Party Integration
The standard scope excludes all generator control logic and does not include controller upgrades. Integration with on-site generators or third-party systems is not part of the standard scope and is subject to separate pricing.
14. Communications Infrastructure
The standard scope excludes all fibre cabling, data switches, communications infrastructure, and any trenching or termination work associated with network connectivity, unless expressly stated in the proposal.
15. Force Majeure
Sentinel shall not be held liable for delays or failure to perform arising from circumstances beyond its reasonable control, including but not limited to load shedding, power outages, supply chain disruptions, extreme weather events, civil unrest, or government-imposed restrictions. In such events, Sentinel will notify the client promptly and project timelines will be adjusted accordingly.
16. Payment Terms
Payment terms applicable to each project will be stated in the relevant proposal. Unless otherwise agreed in writing, the following default terms apply:
- A deposit is required prior to procurement of materials or equipment.
- Progress payments are due at defined project milestones as stated in the proposal.
- Final payment is due upon practical completion and prior to commissioning.
- All invoices are payable within 7 calendar days of issue unless otherwise agreed.
- Sentinel reserves the right to suspend work on any project where payment obligations have not been met.
17. Warranty
Sentinel provides a workmanship warranty of 12 months from the date of commissioning, covering defects arising directly from installation. This warranty does not cover:
- Equipment or component failures covered under the manufacturer’s own warranty.
- Damage arising from client misuse, unauthorised modifications, or tampering.
- Damage caused by electrical surges, lightning, flooding, or other external events.
- Failures arising from loads or operating conditions exceeding the design specification.
Manufacturer warranties for all hardware supplied will be passed through to the client in full.
18. Limitation of Liability
Sentinel’s total liability to the client under or in connection with any project shall not exceed the total contract value of that project. Sentinel shall not be liable for any indirect, consequential, or special loss, including but not limited to loss of revenue, loss of profit, loss of data, or business interruption, howsoever caused.
19. Intellectual Property
All designs, drawings, configurations, software logic, and documentation produced by Sentinel remain the intellectual property of Sentinel Energy Solutions (Pty) Ltd unless explicitly transferred to the client in writing. The client is granted a non-exclusive licence to use such materials for the purposes of operating and maintaining the installed system.
20. Confidentiality
All proposals, designs, pricing, and associated documentation provided by Sentinel are confidential and intended solely for the use of the named recipient. They may not be shared with, disclosed to, or reproduced for any third party without Sentinel’s prior written consent.
21. Governing Law & Jurisdiction
These terms and all agreements entered into with Sentinel Energy Solutions (Pty) Ltd are governed by the laws of the Republic of South Africa. Any disputes arising from or in connection with these terms shall be subject to the jurisdiction of the High Court of South Africa, Gauteng Division, without prejudice to Sentinel’s right to approach any court of competent jurisdiction for urgent relief.
22. Dispute Resolution
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 14 calendar days, the matter will be referred to mediation before either party may institute legal proceedings, unless urgent interim relief is required.
23. Amendments
Sentinel reserves the right to amend these terms at any time.