Terms and Conditions

Terms and Conditions

THESE TERMS AND CONDITIONS (THE “TERMS”), WHICH ALONG WITH ANY APPLICABLE QUOTE (A “QUOTE”) ENTERED INTO BY YOU AND DANDELION ENERGY, INC. OR ITS SUBSIDIARIES (“DANDELION” or “CONTRACTOR”), ANY NOTICE TO PROCEED ENTERED INTO BY YOU AND DANDELION (A “NOTICE TO PROCEED”) AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “CONTRACT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY IDENTIFIED ON THE QUOTE OR NOTICE TO PROCEED (“YOU” OR “CUSTOMER”), AND DANDELION.

BY EXECUTING AN ORDER OR NOTICE TO PROCEED THAT REFERENCES THESE TERMS YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH THESE TERMS (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS CONTRACT AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THIS AGREEMENT.  THE TERMS OF ALL ORDERS OR NOTICES TO PROCEED ENTERED INTO HEREUNDER SHALL BE INCORPORATED HEREIN BY THIS REFERENCE.

Section 1.1 Work Schedule.

  1. Commencement Date. The “Commencement Date” shall be the date that the Contractor initiates the Site Survey, where “Site Survey” is defined as the process whereby the Contractor surveys the Site (as defined below) to collect the information and imagery required to specify the System (as defined below). Subject to Customer availability.
  2. Construction Period. For purposes of the Contract, time shall not be of the essence. The time for Contractor’s Work is from the customer’s execution of a Notice to Proceed until the date on which the system described in the Notice to Proceed (the “System”) is fully installed, operable and commissioned  (the “Construction Period”). “Work” shall mean the activities referenced in the Scope of Work exhibit referenced in the Notice to Proceed (the “Scope of Work”).
  3. Conditions Precedent to Commencement of Construction Period. Contractor is not required to commence the Installation Work, as set forth in the Scope of Work, until the following conditions precedent are satisfied, which satisfaction shall be determined in Contractor’s reasonable discretion:
  4. Customer has signed the Notice to Proceed;
  5. Customer has obtained any homeowner association consents, if required;

iii. Customer has paid Contractor as specified by the Contract;

  1. Customer has not breached any obligation in the Contract in a way that inhibits Contractor’s ability to perform the Work.

Section 1.2 Payment.

  1. The estimated payment amount and payment schedule can be found in the “Purchase Price” and “Payment Schedule” sections of the Quote, respectively. Final payment amounts and schedules can be found in the Notice to Proceed.
  2. Neither the Quote nor the Notice to Proceed contain the terms of the Customer’s financing agreement(s) and do not reflect Customer’s monthly payments to the relevant financing institution(s). Customer may be required to sign documentation for the financing institution(s), which allows the institution(s) to release payments to Contractor at the defined milestones.
  3. Customer agrees to assign the utility and/or state incentive to the Contractor and cooperate with Contractor in its good faith efforts to obtain the incentives, by, for example, signing application materials where Customer’s signature is required. Should the customer fail to cooperate, the customer shall become liable for the rebate portion of the project cost. If selected by the utility or rebate program, Customer will allow the utility or rebate program’s inspecting agency to conduct a field inspection of the completed system.
  4. If Customer’s utility offers a rebate at the time of Contract signing, Dandelion will include this expected rebate in the Contract. The rebate value will be an estimated amount based on the rebate program in place at the time the Contractor issues the Contract to the Customer. These rebates are subject to change by the rebate program administrators and utilities. Should the rebate value increase by the time of system installation, Contractor will pass this value to the customer in the form of a deduction from remaining payment owed. Should the rebate value decrease by the time of system installation, Contractor will make all attempts to work with rebate provider to secure the estimated rebate amount on the Contract. However, if the Contractor is unable to do so, Contractor will issue a Change Order to the Customer to reflect the new rebate amount, and Customer will be responsible for paying to Dandelion the amount of rebate reduction.

Section 1.3 Change Orders.

  1. Change Order. Contractor or Customer may request changes in the Scope of Work, consisting of additions, deletions, or other revisions, with the Construction Period and contract price as established in the Notice to Proceed (the “Contract Price”) being adjusted accordingly. Such changes in the Work shall be authorized by written change order (a “Change Order”) signed by Customer and Contractor prior to any change Work. Contractor shall provide Customer with an electronic copy of the executed Change Order before starting any Work or continuing any Work. Except for those items specifically described in the Change Order, all other terms of this Contract shall remain unchanged.
  2. Adjustments in the Contract Price and/or Construction Period resulting from a change in the Work shall be determined by signed, written agreement between the parties.

Section 1.4 Compliance, Licensing and Permitting.

  1. Contractor will perform the Work and otherwise conduct its operations and activities in compliance with any and all manufacturer’s installation requirements, all applicable laws, codes, rules, regulations, court orders, government shut downs, government approvals, licenses, permits (“Applicable Laws”) and prudent industry standards and will obtain all licenses and permits required by the state containing the site of the project identified on the Quote (“Site”) necessary for performance of the Work (except for any homeowner association consent, if required).
  2. If the scope of work under the Contract is part of a new construction or renovation project the Customer is undertaking with a general contractor, the Customer will assist Dandelion in working with the general contractor to include this scope of work in their existing building permit through an amendment so that an additional permit does not need to be pulled.

Section 1.5 Subcontractors.

  1. If Contractor subcontracts any portion of the Work, it shall use only qualified subcontractors who are licensed, if required by Applicable Law. Customer hereby agrees to Contractor’s use of subcontractors for performance of the Work.

Section 1.6 Insurance.

  1. Contractor will carry insurance in such amounts and with such terms that are in accordance with prudent industry practices and standards and will ensure its subcontractors do the same. Contractor will provide Customer with its certificate of insurance at Customer’s reasonable request.

Section 1.7 Customer Promises.

Customer agrees that:

  1. Unless selected as a “Product Option” in the Notice to Proceed, Customer is responsible for eliminating any Home Conditions (as defined in Dandelion’s “Standard Exclusions” found at https://dandelionenergy.com/standard-exclusions) that prohibit or would prohibit Contractor from completing the Work in compliance with the terms of this Contract. Contractor shall not be responsible or liable for any Home Conditions or the impact of such Home Conditions on Contractor’s Work;
  2. Customer will provide Contractor (i) with reasonable assistance in obtaining and maintaining all applicable permits if necessary, (ii) with reasonable access to the Site during normal working hours so that Contractor may perform the Work, and (iii) with information relating to the location of certain systems/piping that may affect Contractor’s Work (e.g., the sprinkler system);
  3. Customer will provide Contractor and/ or authorized subcontractor personnel full access to the site on days when work is scheduled. If Contractor or subcontractor personnel are not able to access the site, Customer will be charged a dispatch fee. Examples of site inaccessibility include but are not limited to: a blocked driveway or the turning away of an authorized crew member;
  4. Customer will provide a safe, clean working environment, free of any obstructions and visible hazards for the Contractor crews throughout the duration of the work period;
  5. Customer will provide Contractor with reasonable access to a restroom while Contractor is at the Site performing the Work;
  6. Unless choosing not to use the Monitoring System (as defined in Section 1.8.2) or the Thermostat (as defined in the Standard Exclusions), Customer will be responsible for setting up a Wi-Fi connection at the Site and for ensuring the Wi-Fi signal is strong enough at the heat pump location for the Monitoring System to work;
  7. The Customer shall furnish information or services required of the Customer with reasonable promptness, however, Contractor’s review of any such information is not for the purpose of discovering errors, omissions, or inconsistencies, and Contractor shall not be liable for any errors or omissions in such information;
  8. If other work is being performed, Customer shall provide for coordination of the activities of the Customer’s own forces and of each other contractor with the Work of the Contractor, and Customer shall inform Contractor of the overall project schedule to allow Contractor to better schedule its own Work, provided that Customer, not Contractor, is responsible for coordinating all parts of the project;
  9. Customer will not remove the markings and identification tags on the System;
  10. Prior to commencement of the Work, at the written request by Contractor, Customer shall furnish to Contractor reasonable evidence satisfactory to Contractor that Customer has made financial arrangements to fulfill Customer’s obligations under the Contract. Contractor shall have no obligation to commence the Work until Customer provides such evidence;
  11. If Customer requests that any equipment or materials (including the heat pump components of the System (the “Heat Pump”) be brought to the Site prior to Contractor requiring the use of such equipment or materials, Customer bears the risk of loss and damage with respect to such equipment or materials until Contractor requires the use of such equipment or materials. Dandelion is not responsible for any damage to the Heat Pump if the Heat Pump is operated prior to completion of the entire home construction project;
  12. Dandelion-supplied heat pumps may not be used as heaters for any part of the construction process as doing so will void the manufacturer warranty; prohibited uses include, but are not limited to: using the heat pumps to achieve temperature zones required to lay flooring, dry drywall mud and/or paint;
  13. The making of final payment shall constitute a waiver of claims by the Customer except those arising from liens, security interests, or encumbrances arising out of the Contract and unsettled, or terms of special warranties;

Section 1.8 Copyrights and Licenses.

  1. Contractor shall be deemed the author and owner and shall retain all common law, statutory and other reserved rights, including copyrights in and to all drawings, plans, specifications, equipment, data, information, processes, field data and notes, surveys, analyses, and other documents/systems, including, but not limited to the Monitoring System (defined below) and the System (collectively “Work Product”) prepared by Contractor relating to the project.
  2. The “Monitoring System” is a proprietary combination of firmware and software designed by Contractor. The Monitoring System provides performance data to Contractor (“Data”). Contractor’s Privacy Policy and Terms of Use policies (available through the links at the bottom of Contractor’s homepage at www.dandelionenergy.com) govern how Contractor will use the Data. Customer acknowledges that Customer has read, understands and agrees to these policies. So that Customer can enjoy the full benefits of the Monitoring System, Contractor grants Customer, and any successor owners of the System, a limited, personal, non-transferable (except in connection with the sale of the associated home), non-exclusive license to use the Monitoring System as installed by Contractor, which grant will be effective when title to the System transfers to Customer or any successor System owner, provided Contractor has been paid all amounts due under this Contract. Customer does not have any other title or claim to any intellectual property arising out of the Monitoring System. Customer will not copy, modify, reverse engineer, publish, sell, distribute, encumber, sublicense or otherwise transfer any rights to the Monitoring System. Customer grants Contractor a limited, perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to the information sent to Contractor through the Monitoring System for the purpose of testing, marketing, and improving performance.
  3. In the event Customer modifies or alters the Work Product, including, but not limited to the System or Monitoring System, without retaining Contractor, Customer releases Contractor from all claims and causes of action arising from such modifications or alterations. Customer, to the extent permitted by law, further agrees to indemnify and hold harmless Contractor and its subcontractors from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from Customer’s modification or alteration of the Work Product.

Section 1.9 Express Warranties.

  1. Contractor warrants to Customer that the labor and design Work will be of good quality and substantially conform to the requirements of this Contract. Contractor, at its cost, will (or will cause a subcontractor to) perform all work and supply all equipment and materials necessary to repair and replace any defective Work provided the Customer has paid for their system in full. Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance or improper operation. This workmanship warranty shall be for a period of one (1) year commencing on the date the Work is complete and expiring on the first anniversary thereof. Upon Contractor’s receipt of full payment of the Contract Price, all right, title and interest in and to the System and any manufacturer’s and/or dealer’s warranties (to the extent such warranties may be assigned or transferred) will automatically transfer in full to Customer. Warranty shall be void and of no further effect in the event of misuse, neglect, abuse, alterations to the Work not executed by Contractor, any defective equipment or materials, whether new or used, that have been supplied by the Customer or improper storage, including but not limited to Customer’s neglect to perform required maintenance (such as air filter replacement every three months). CUSTOMER UNDERSTANDS AND AGREES THAT THIS EXPRESS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FURNISHED BY CONTRACTOR. ALL OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED BY CONTRACTOR.
  2. In addition to the workmanship warranty described above, the Customer will receive a ten (10) year limited parts warranty directly from the heat pump manufacturer provided they have paid for their system in full. It will be the Customer’s responsibility to adhere to the terms of the Manufacturer’s warranty.

Section 1.10 Warranty Work.

  1. Warranty work will be conducted in a manner to minimize, on a commercially reasonable basis, any adverse impact on the Site and the System. Defective work repaired, replaced or otherwise corrected by Contractor will be warranted for the remaining warranty period (i.e., the warranty period will not restart upon a repair, replacement or other correction). Notwithstanding anything herein to the contrary, Contractor shall be under no obligation to repair or rectify any alleged installation, operation or equipment issues unless Customer provides notice of such issue(s) to Contractor, in writing within the applicable warranty period. Unless previously agreed to in writing, Customer does not have the right to seek compensation from Contractor for remedies that are conducted by a separate entity from Contractor. CUSTOMER UNDERSTANDS AND AGREES THAT THE REMEDIES STATED IN THIS SECTION 1.10 ARE CUSTOMER’S SOLE REMEDIES AND CONTRACTOR’S SOLE LIABILITY FOR ANY DEFECTIVE WORK, AND THAT STRICT ADHERENCE TO THE NOTICE REQUIREMENTS IN THIS SECTION 1.10 ARE AN EXPRESS CONDITION PRECEDENT OF CONTRACTOR’S OBLIGATION TO PERFORM CORRECTIVE WORK.

Section 1.11 Limitation of Liability.

  1. Contractor’s total liability under or in relation to the Contract, regardless of the basis of the claim, shall not exceed the total fees paid by the Customer to the Contractor.
  2. In no event will Contractor be liable for any indirect, special, incidental or consequential damages of any kind under or in relation to the Contract, even if Contractor is aware of the possibility of such damages or is negligent or if the Contract is terminated.
  3. In no event shall the officers, directors, shareholders, owners, members, partners or employees of Contractor, be personally liable for any obligation under this Contract, for any alleged breach of this Contract, for any alleged negligence relating to this Contract, for any direct, indirect, incidental or consequential losses or damage of any kind or nature whatsoever. The parties agree that Customer’s sole and exclusive remedy for any and all obligations and claims shall be against Contractor and not against any officer, director, shareholder, owner, member, partner or employee. Customer and Contractor expressly waive any applicable statute or regulation to the contrary.

Section 1.12 Delay and Waiver.

  1. The failure of either party to enforce at any time any of the provisions of the Contract or elect any remedies under this Contract will not be construed as a waiver of such provision nor in any way affect the validity of this Contract or the right of either party to enforce every provision.

Section 1.13 Termination/Suspension.

  1. Contractor may terminate the Quote, Contract, any SOW, or any Service, upon at least seven (7) days’ prior written notice to Customer for any reason, without payment of any termination fees, penalties or other amounts of any kind, except for the waiving or refunding of paid Fees (deposits or survey fees) due through the then-current Term of the contract. Such payment will be Customer’s sole remedy and Contractor’s sole obligation, to compensate Customer for the exercise of this right. Termination reasons include, but are not limited to:
    • any of the conditions precedent set forth in Section 1.1.3 above remain unsatisfied thirty (30) days after completion of the Final System Design (as defined in the Scope of Work);
    • reasonable evidence arises that Customer likely will not pay some or all of the Contract Price, such as Customer’s breach of a financing contract or filing for bankruptcy;
    • Customer fails to pay Contractor in accordance with the Quote or Notice to Proceed;
    • the project is suspended for longer than ninety (90) cumulative days, not due to the fault of Contractor;
    • Customer makes a misrepresentation in the Notice to Proceed or fails to substantially perform any of its other obligations under the Contract;
    • Contractor determines in its sole discretion that the Site conditions are unsuitable for the performance of the work.
  2. Customer has the right to terminate the Notice to Proceed for cause, upon seven (7) days written notice, if:
    • Contractor makes a general assignment for the benefit of its creditors, becomes insolvent, admits in writing its inability to pay its debts, is generally unable to pay its debts as they become due, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency, receivership, arrangement, stay, moratorium, reorganization or other debtor relief proceeding and, in the case of any such involuntary proceeding, that is not dismissed or stayed within thirty (30) days after it is commenced; or
    • Despite commercially reasonable efforts, Contractor fails to substantially perform any of its obligations in the Contract or abandons the Work, in each case for a reason other than an unavoidable event and such failure continues for a period of ninety (90) consecutive days.

If Customer terminates Contract for any reason other than those listed in Section 1.13.2, Customer will be invoiced for any and all expenses incurred by Contractor related to preparation for Customer drilling and installation, including but not limited to permitting fees, project management expenses, etc.

Notwithstanding anything to the contrary contained the Contract, upon a termination pursuant to this Section 1.13, Customer shall have no further obligation to Contractor, including without limitation, with respect to any payment or return of goods, and Contractor shall have no further obligation to Customer, in each case from and after the effective date of the termination, provided that Customer shall pay Contractor for all Work executed prior to termination. In the event of any such termination, each party releases the other from any such obligations that may exist under this Contract.

If the Work is suspended for a period of ninety (90) cumulative days, and thereafter remobilized, the Contract Price and Construction Period shall be equitably adjusted to fairly reflect the period of suspension of the project and any remobilization required thereby.

Section 1.14 Dispute Resolution.

  1. The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with their Construction Industry Mediation Procedures in effect on the date of this Contract. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in a location that is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction.
  2. Any claim, subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association, in accordance with the Construction Industry Arbitration Rules in effect on the date of this Contract. Demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The arbitration shall be conducted in the county in which the project is located. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with Applicable Law in any court having jurisdiction thereof.

Article 2. Miscellaneous

Section 2.1 Notices.

  1. Any notice or written materials required to be delivered to Contractor or Customer under the Contract may be made by electronic mail with ‘return receipt’ required, to the applicable address designated on the cover pages. If any notice required pursuant to this Contract is required to be sent by mail under Applicable Law or the Contract, such notice shall be sent by certified mail, return receipt requested, or sent by a recognized overnight mail or courier service. Notices will be effective when received by the other party. Any technical or other communications pertaining to the Work will be given to the parties’ designated representatives set forth on the cover pages.

Section 2.2 Assignment.

  1. Contractor may assign the Contract in whole or in part, without the Customer’s consent. Customer is not permitted to assign or transfer the Contract.

Section 2.3 Governing Law.

  1. This Contract will be governed by the laws of the state containing the Site.

Section 2.4 Entire Agreement.

  1. This Contract includes the Quote, Notice to Proceed, Scope of Work and Standard Exclusions, which all form an integral part of this Contract and are incorporated herein by reference and expressly made a part hereof. This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings, oral or written, relating to such subject matter, including all term sheets and commitment letters. The provisions of this Contract are intended to be complementary and, to the greatest extent possible, shall be read and interpreted to give effect to each provision.

Section 2.5 Severability.

  1. The invalidity of any provision of this Contract shall not invalidate the Contract or its remaining provisions. If it is determined that if any provision of the Contract violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract.

Section 2.6 Force Majeure.

  1. In no event will Contractor be liable for any delay or failure to perform due to events beyond Contractor’s reasonable control, including without limitation due to force majeure, weather, strikes, shortages of materials or labor, acts of government, natural disaster, war, pandemic, epidemic, and terrorism.

State-Specific Provisions

Contractor Licenses and Registration

Westchester County, New York: WC-31206-H18

City of Yonkers, New York: 7673

Suffolk County, New York: HI-65144

Connecticut: HIC.0659037

Massachusetts: HIC: 201508

New Jersey: 13VH11690700

New York

Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate of ten percent (10%) per annum.

Pursuant to Section 771-a of the General Business Laws of the State of New York, at the Customer’s election, Contractor may refer Customer to a third-party financing entity for financing the Contract Price; provided, Contractor does not and will not receive any referral fee or bonus as a result of any such referral.

Contractor intends to apply for a utility subsidy in connection with the installation of the System. This Utility Subsidy is only available to contractors, not owners of a System. Contractor has already incorporated the benefits of this Utility Subsidy into the Contract Price. Customer agrees to cooperate with Contractor in its good faith efforts to obtain the Utility Subsidy, by, for example, signing application materials where Customer’s signature is required and granting the applicable governmental authority reasonable access to inspect the System, if requested. Should Customer fail to cooperate with Contractor in its good faith efforts to obtain the utility subsidy, Customer shall pay to Contractor, within fourteen (14) days of Contractor’s demand, the utility subsidy amount, which amount has been subtracted from the System Price (as defined in the Notice to Proceed).

Any person or entity who provides goods or services pursuant to this Contract and who is not paid may have a valid legal claim against your property known as a mechanic’s lien. Any mechanic’s lien filed against your property may be discharged. Payment of the agreed-upon Contract Price under the Contract prior to filing of a mechanic’s lien may invalidate such lien. Customer may contact an attorney to determine their rights to discharge a mechanic’s lien. Once Customer has made all payments due under this Agreement, Contractor is obligated to take all necessary steps to discharge any mechanic’s liens they had caused to be filed against the property due to non-payment under this Contract.

Contractor states that (i) any design Work is performed by an individual who is certified as a participating designer qualified for small-scale Ground Source Heat Pumps (“GSHP”) systems by the NYS Clean Heat Program, (ii) any installation Work is performed by an individual certified as a participating installer by NYS Clean Heat and (iii) any Exterior Work is performed by an individual certified as a participating driller by NYS Clean Heat. Contractor states that it or its subcontractor, as applicable, is a NYS Clean Heat-approved designer, installer and/or driller (see https://www.nyserda.ny.gov/All-Programs/Community-Heat-Pump-Systems/Resources/Access-Services-and-Funding for a list of participating contractors).

Connecticut

Should Customer fail to pay Contractor within fifteen (15) days of the date set forth hereunder, Contractor may provide Customer an additional ten (10) days’ written notice of such default during which time Customer may cure such default. If Customer does not cure such default within such ten (10) day cure period, payments due and unpaid under the Contract shall bear interest from the expiration of the notice at the rate of one percent (1%) per month, in accordance with the Connecticut Prompt Payment Statute.

Last Updated: September 3, 2024