Table of contents

• Description of Services: Standard Installation
• MEMORANDUM CONTRACT BETWEEN CUSTOMER AND CONTRACTOR

Description of Services: Standard Installation

Last updated Feb. 2, 2024

This document describes the Services included in a standard equipment installation ("Standard Installation") provided by the Contractor when purchased on the Kopperfield Platform. Qualification for a Standard Installation is subject to Contractor acceptance of the project. By accepting the Services, you agree to the terms and conditions set forth herein. The Services are subject to the Memorandum Contract and Platform Terms and Conditions (together with this Description of Services, the "Contract Terms").

The availability of a Standard Installation depends on various factors including the location, age, and condition of the property, with consideration given to existing electrical systems, wiring, and utility service.

The Contractor will provide an estimated price and project summary for your Standard Installation on the Website, or directly, based on your inputs and certain assumptions about the project scope. The estimated price may change if your inputs or the assumptions about the project scope change. The price and project scope of a Standard Installation is furthermore subject to change based on a professional survey of the property, which may be completed remotely or in person.

When requesting an installation, you will select which type of installation you would like to have completed. The equipment to be installed (e.g., Tesla Wall Connector, SPAN Panel, etc.) may be supplied by you or as a part of your installation.

The specific installation specifications will be outlined in your proposal and may be modified as required to conform to applicable electrical code and to successfully complete the project to the requested specification, as determined by the Contractor. For example, the Contractor may determine that certain breakers must be consolidated with "twin breakers" or an electrical load management system may be required. In such cases, the Contractor may change the project scope, which could impact the price of the Standard Installation.

Before work begins, you should discuss with the Contractor any questions you have about the project, modifications that will be made to your property, specifications, or code requirements. In certain cases, it may be determined that your project does not qualify for a Standard Installation, or certain aspects of the Standard Installation as described here. In such a case, a  proposal may be provided via the Platform, which would modify the project specifications outlined here.

Unless otherwise specified, a Standard Installation does not include cosmetic sheetrock work including painting, patching or concealing wiring or conduit, trenching, concrete work, core drilling, concrete repair, electrical modifications not related to the installation of requested equipment, utility fees, or correction/repair of unforeseen issues or site conditions not visible during a visual inspection of the property. In the case that unforeseen site conditions are discovered after the Contractor begins work, the Contractor may need to stop work and discuss your options with you. If you authorize a change to the project specification while the Contractor is on site, the final price of your project may change.

All equipment and devices installed as part of the project shall be guaranteed for a period of 1 year from date of completion, or in accordance with manufacturer's warranty. The Contractor's liability shall be limited to the cost of replacement of defective parts.

A deposit is required in order to proceed with an installation. Once the installation date and project price are confirmed by both you and the Contractor, your deposit will become non-refundable. This is because prior to the installation, the Contractor may incur costs (time or expenses) associated with your project, even before work begins. If you need to reschedule or cancel your installation, or if unexpected circumstances arise that impact your project, please reach out as soon as possible. Kopperfield and the Contractor will use commercially reasonable efforts to accommodate changes to the project.

Upon completion of the actual construction and/or electrical work outlined in your proposal, final payment including all unpaid balances will be due. While the Contractor is responsible for acting promptly in relation to the agreed scope of work, certain inspection, commissioning, or permitting delays may occur that are outside the Contractor's control, therefore, payment shall not be withheld pending final inspection or permit issuance. If required by local regulation and indicated as an included service in your proposal, the Contractor will be responsible for coordinating a site inspection to finalize the permit. You may be required to be present and provide access to the site for the inspection.  Where applicable, until all amounts due have been paid in full, you authorize Kopperfield to charge any credit card provided by you for the amounts due related to your project.

During or after the installation, photographs may be taken of your property. By proceeding, you authorize Kopperfield and the Contractor to use such photographs for quality control and/or marketing purposes.

This description of a Standard Installation should be read in conjunction with Kopperfield Platform Terms and Conditions (https://www.kopperfield.com/terms) and the Memorandum Contract Between Customer and Contractor. Capitalized terms used herein and not otherwise defined are defined as set forth in the Platform Terms and Conditions or Memorandum Contract. All Services are subject to the Contract Terms.

MEMORANDUM CONTRACT BETWEEN CUSTOMER AND CONTRACTOR

This Memorandum, the Description of Services, and the Platform Terms and Conditions (collectively, the "Contract Terms") comprise the complete understanding between you ("Customer," "you" or "your") and the Contractor regarding the work and Project ("Services"). All Services provided to Customer are subject to the Contract Terms unless modified in writing and signed by both Contractor and Customer. No other terms and conditions are intended to apply to the Services. Capitalized terms used herein and not otherwise defined are defined as set forth in the Platform Terms and Conditions or the Description of Services. Kopperfield is a third party beneficiary of this Memorandum and the Description of Services.

1.  Project Scope, Warranties. The scope and cost of the Project are as set forth on the Website or in a proposal. By choosing to purchase the Services, you agree to the Contract Terms. Contractor and Kopperfield expressly exclude warranties of any kind, whether express or implied, concerning any supplies or equipment supplied or provided by Customer. Warranties associated with supplies or equipment supplied or provided by Contractor shall be limited to the applicable manufacturer's warranty, if any. Contractor's Services shall comply with current regulations set forth in the National Electrical Code and all State and Local Regulations. The Services may include, but are not necessarily limited to drilling holes, driving nails or screws, making attachments, cutting sheetrock and/or concrete, trenching and other modifications in order to complete the Services. Customer expressly authorizes the same and recognizes that, unless expressly identified in the description of the Project, the Services do not include repair, patching, painting or any other remediation or cosmetic work desired or required because of the Services. KOPPERFIELD IS NOT A CONTRACTOR AND WILL NOT PERFORM ANY WORK NOR MANAGE, OVERSEE OR BE RESPONSIBLE FOR ANY OF THE CONTRACTOR'S ACTIVITY. By accepting this memorandum, you acknowledge that Contractor has disclosed their license, registration, and bond information, and has provided to you any other disclosures required under Local Regulations.

2.  Authority. Customer warrants that they have full and unconditional authority to authorize the Services to be performed. Contractor shall have the right to use and rely upon Customer-provided materials, information or direction.

3.  Terms of Payment. Payment shall be made to the Contractor via Kopperfield per the Platform Terms and Conditions. Late payments shall be subject to a carrying charge of 1.5 percent per month or the maximum rate allowed by law, whichever is less. If a supplier of materials used in your construction project or an employee or subcontractor of your contractor or subcontractors is not paid, your property may be liened to payment and you could pay twice for the same work. The contractor may provide you with further information about lien release documents if you request it.

4.  Differing Conditions. Contractor shall be entitled to rely on the accuracy and completeness of all testing, equipment, supplies, reports, data, and other information furnished by Customer regarding the project or the site. If Contractor believes that any condition encountered at the site or during the course of the project Services is inaccurate or differs materially from that indicated, reflected or referred to at the time of Contractor's proposal, Contractor shall notify Customer. In such a case, Contractor shall not be required to continue performing the Services until such time as a change in compensation, time for performance, and/or other resolution of the differing condition has been mutually agreed to by Customer and Contractor, with acceptance by Kopperfield. You will be responsible for the structural integrity of the location where the Services are provided. You agree that Contractor is not responsible for any known or unknown property conditions. You grant Contractor and its employees, agents and any sub-contractors the right to access your property for the purposes of providing the Services.

5.  Changes and Delays. In addition to the change in compensation and/or time for performance referred to in Paragraph 4 above, Contractor shall be entitled to an increase in compensation and/or time for performance for any other changes made in the scope of the Services so long as such changes do not arise from the negligence of Contractor. Contractor shall give notice to Customer that it intends to seek additional time or compensation within a reasonable time after the change has been requested. Contractor shall not be required to perform any work connected with a change unless the parties have agreed on the amount of or the basis for calculating the time and/or compensation associated with the change. Contractor shall be entitled to prompt written notice by Customer, and additional time and/or compensation for delays caused by or resulting from acts of Customer, contractors, subcontractors, suppliers, or other third parties over whom Contractor has no control so long as the delay(s) are not caused by Contractor's negligence. Any changes or delays shall be promptly reported to Kopperfield.

6.  Title and Risk of Loss. Title to any equipment installed as part of the Services shall transfer to you upon complete installation, subject to the terms of payment described in Section 3 above. After installation, you bear the risk of loss to the equipment unless covered by an applicable warranty.

7.  Limited Warranty. EXCEPT FOR THE WARRANTY PROVIDED HEREIN, THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PURPOSE, CONDITION, DESIGN, CAPACITY, SUITABILITY OR PERFORMANCE OF THE SERVICES OR PROJECT. UPON RECEIPT OF PAYMENT IN FULL, ALL WARRANTIES THAT ARE PROVIDED BY MANUFACTURERS OR EQUIPMENT USED IN THE PROJECT WILL BE TRANSFERRED TO YOU.

8.  Insurance. Contractor, at its own expense, carries workers' compensation and employer's liability coverage as required by applicable state law, and general liability insurance (including automobile liability). The amount of insurance available may vary from year to year. All policies are available for inspection at Customer's request.

9.  Limitation of Liability. Customer agrees that, regardless of the presence or absence of insurance coverage, Contractor shall not be liable for loss, damage or delays beyond Contractor's control, or for loss of earnings, loss of use, or other incidental or consequential damages suffered by Customer or others, however caused. Contractor shall not be liable if an alleged defect in any equipment or Services was caused by Customer's or any third party's misuse, neglect, or any other cause beyond Contractor's control.

10.  Termination. Customer and Contractor may terminate this Memorandum by written notice to the other party and Kopperfield. If Contractor is terminated for any reason other than a material breach in the Services, Customer shall be responsible for payment of all reasonable demobilization costs, all expenses incurred or obligated at the date of termination, and all Services performed by Contractor through the date of termination.

11.  Third-Party Beneficiaries. Nothing in this Memorandum shall be interpreted or construed as giving any rights or benefits to anyone other than Customer, Contractor and Kopperfield, nor create any duty toward any third party as a result of the Services provided hereunder.

12.  Personal Liability. No Principal or employee of Contractor or Kopperfield shall incur personal liability to Customer for an act, error, or omission related to this Memorandum.

13.  Governing Law and Severability. This Memorandum shall be governed by the law applicable to the Project location unless otherwise provided. If any term, condition or provision of this Memorandum or the application thereof to any circumstances is determined to be invalid or unenforceable to any extent, the remaining provisions of this Memorandum shall not be affected but shall instead remain valid and fully enforceable. Neither party has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement of the other party except for those expressly contained in this Memorandum and the Platform Terms and Conditions. This Memorandum incorporates and supersedes all prior negotiations, agreements and representations.

14.  Disputes. Any disputes shall be resolved through negotiation or mediation. If the foregoing does not resolve the dispute, the parties consent to AAA arbitration for resolution.

15.  Waivers. No waiver by either party of any default by the other will operate as, or be construed as, a waiver of any future default, whether like or different in character.

16.  Headings. The headings used in this Memorandum are for convenience and reference purposes only and are not to be used in interpreting or construing the substantive provisions of the Memorandum.

BY ACCEPTING THIS FORM ELECTRONICALLY, CUSTOMER UNCONDITIONALLY ACCEPTS ALL TERMS AND CONDITIONS OF THIS MEMORANDUM CONTRACT AS WELL AS KOPPERFIELD PLATFORM TERMS AND CONDITIONS