Service Provider Terms & Conditions

1. Applicability; Order of Precedence. These SWTCH Installer Purchase Order Terms and Conditions (the "PO Terms"), together with the applicable Purchase Order (including its schedules or exhibits) (collectively, the "PO"), govern Vendor's provision of the goods and/or services described in the PO.  Any terms or conditions contained in any quotation, proposal, estimate, bid, order acknowledgement, invoice or other document issued by Vendor, whether before, with or after the PO, that are additional to, inconsistent with or different from these PO Terms are expressly rejected and shall have no force or effect, notwithstanding SWTCH Energy Inc’s (“SWTCH”) receipt, review, signature, acknowledgment, payment or other conduct relating to such document, unless expressly accepted in a written amendment signed by an authorized signing officer of SWTCH. For greater certainty, SWTCH's signature on a Vendor quotation, proposal or similar document evidences only its acceptance of the applicable commercial terms (including pricing, quantities, scope, specifications and delivery dates) and does not constitute acceptance of any Vendor terms and conditions.  Vendor's acceptance of the PO, commencement of performance, shipment of goods, provision of services or acceptance of payment constitutes Vendor's acceptance of these PO Terms.   If SWTCH and Vendor have entered into the SWTCH Service Provider Agreement (the “SSPA”) or another SWTCH master agreement that expressly governs the applicable goods or services, that agreement shall prevail over these PO Terms to the extent of any inconsistency.
2. Standards & Guidelines: Service Provider shall perform all installation services detailed on the PO and any ancillary services (the “Services”) in a professional, workmanlike manner in accordance with the SWTCH installation guidelines, as described in the Requirements for SWTCH Installation Quotes, project-specific drawings, and all applicable laws, codes and safety regulations. Any deviation from these guidelines requires prior written approval from SWTCH. Service Provider is solely responsible for its personnel and any subcontractors’ compliance with the obligations set out in these PO Terms and any act or omissions by such parties will be treated as an act or omission of Service Provider.
3. Completion & Commissioning: A project is deemed “Complete” only when the equipment has successfully passed SWTCH’s commissioning process and is verified as fully operational on the SWTCH network. For projects involving only a portion of the installation (e.g., rough-in only), completion is defined as the written sign-off by a SWTCH representative for that specific stage. Final payment is contingent upon delivery of all close-out documentation, including as-built drawings, site photos, and electrical inspection certificates (e.g., ESA).
4. Warranty: Service Provider represents and warrants to SWTCH that all Services will be performed in a professional and workmanlike manner in accordance with all applicable laws, industry standards, regulations and codes for one (1) year from the date of Completion. Service Provider shall reperform and rectify any defective work at its own expense within 48 hours of notice. Service Provider shall pass through all manufacturer warranties for equipment installed to SWTCH or the end customer, as applicable.
5. Payment & Change Orders: Payment terms are Net 30 days from receipt of a valid, undisputed invoice. Service Provider may invoice a maximum 25% deposit on receipt of an executed PO. The balance shall be paid only upon Completion. No additional charges or "extras" will be paid unless approved in writing by SWTCH via a revised PO prior to the work being performed. If a project is delayed by more than three (3) weeks due to shipping delays caused by SWTCH, Service Provider may invoice actual costs incurred up to 50% of the PO total, inclusive of any deposit already invoiced.
6. Insurance & Safety: Service Provider shall maintain, at its sole expense: (i) Commercial General Liability insurance of not less than CAD $2,000,000 per occurrence, naming SWTCH as an additional insured; and (ii) valid workers’ compensation coverage (e.g., WSIB) for all personnel. Service Provider is solely responsible for site safety and PPE.
7. Indemnification: Service Provider shall indemnify and hold harmless SWTCH and its customers from and against any and all claims, damages, losses, and expenses (including legal fees) arising out of Service Provider’s negligence, willful misconduct, breach of this PO, or performance of the services.
8. Confidentiality & Work Product: Service Provider shall keep all customers’ and SWTCH’s technical information confidential. All drawings, site photos, and documentation created during the performance of services shall be the property of SWTCH and may be used by SWTCH for its business purposes.
9. Termination: SWTCH may terminate this PO for convenience at any time upon written notice. Service Provider shall be paid for authorized services satisfactorily completed prior to the termination date. SWTCH may terminate for cause immediately if Service Provider violates safety or code requirements and if SWTCH terminates for cause, SWTCH will be entitled to a refund of any pre-paid amounts in respect of the unperformed or incorrectly performed Services.
10. Independent Contractor: Service Provider is an independent contractor and is not an agent or employee of, and has no authority to bind SWTCH by contract or otherwise. No relationship of principal to agent, master to servant, employer to employee or franchisor to franchisee is established between the parties.  Service Provider will determine, in Service Provider’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Service Provider shall at all times comply with applicable law and the requirements of Section 2 above.