Customer Power Service Agreement
CPSA – Energy-as-a-Service Terms for Business Customers
Definitions
- •AssetCo / Lessor: Goletrik Energy Assets Limited (RC 9897370), the special-purpose vehicle that owns, holds, and leases the solar energy assets.
- •OpCo / Servicer: 0 Emission Technologies Limited (RC 6929125), the platform operator appointed by AssetCo to service and operate the solar energy assets on AssetCo's behalf.
- •Goletrik: Collectively, AssetCo and OpCo, and either of them as the context requires.
- •Customer / Lessee: The business entity purchasing energy services under this Agreement.
- •CPSA: Customer Power Service Agreement — this agreement, entered into between the Customer and AssetCo.
- •MMC: Minimum Monthly Consumption — the baseline energy commitment agreed upon in the Contract Schedule.
- •kWh: Kilowatt-hour, the unit of energy measurement.
- •Token: A prepaid energy unit purchased by the Customer through the Platform.
- •SLA: Service Level Agreement — the fault response commitment set out in the Contract Schedule.
- •FGN Green Bond: The Federal Government of Nigeria Green Bond, used as the benchmark rate for the system valuation.
- •Benchmark Rate: The trailing four-quarter average of the FGN Green Bond rate, as maintained by Goletrik and displayed on the Platform.
- •Risk Premium: The additional return above the Benchmark Rate, reflecting real-asset, operational, and liquidity risk.
- •O&M Premium: The additional return above the Benchmark Rate plus Risk Premium, reflecting O&M cost risk.
- •Gross Return Rate: Benchmark Rate + Risk Premium + O&M Premium (as a decimal), used to compound the original installation cost.
- •Outstanding Obligation: The remaining financial obligation on the system, calculated as the compounded return (original installation cost compounded at the Gross Return Rate) less all cumulative service payments collected to date.
- •Depreciated Asset Value: The straight-line depreciated replacement value of the installed equipment, based on component useful lives.
- •Buyover Base: The greater of (a) the Outstanding Obligation and (b) the Depreciated Asset Value — the base amount payable on buyover.
- •Consumer Fee: 1.075% of the Buyover Base (inclusive of 7.5% VAT), charged to the Customer on top of the Buyover Base.
- •Owner Fee: 3.225% of the Buyover Base (inclusive of 7.5% VAT), deducted from owner proceeds before distribution.
- •Buyover Total: The total amount payable by the Customer to purchase the system = Buyover Base + Consumer Fee.
- •VAT: Value Added Tax as applicable under Nigerian law.
- •ATS: Automatic Transfer Switch — the device that ensures solar energy serves loads first.
- •Early Termination Charge: 5% of the Outstanding Obligation at the date of termination.
- •Force Majeure: Events beyond the reasonable control of either party, including natural disasters, civil unrest, and governmental action.
- •Collateral Registry: The Collateral Registry maintained under the Secured Transactions in Movable Assets Act (STMAA), where AssetCo's security interest in the equipment is registered.
What is the CPSA?
The Customer Power Service Agreement (CPSA) is your contract with Goletrik Energy Assets Limited (AssetCo) for solar energy delivery. You do not own the solar system — you purchase electricity on a prepaid, pay-as-you-consume basis. The solar system remains the property of AssetCo at all times during and after the agreement term, unless you exercise the buyover option.
0 Emission Technologies Limited (OpCo) acts as the appointed servicer of the assets on behalf of AssetCo. OpCo operates the Platform, manages billing, coordinates maintenance, and performs day-to-day operations. Your day-to-day interactions will be with OpCo, but your contractual counterparty for energy supply and equipment ownership is AssetCo.
Service Overview
What You Get
AssetCo, through OpCo as its servicer, will design, install, and operate a solar power system at your premises that:
- •Generates electricity from solar panels
- •Stores power in batteries (if applicable)
- •Supplies energy to your business via a smart meter
- •Operates 24/7 with backup systems
- •Is monitored and maintained by Goletrik technicians
Ownership
The solar system and all associated equipment remain the sole property of AssetCoat all times during the term of this agreement and thereafter — including after the expiration of the initial or any renewal term — unless and until the Customer exercises the buyover option described in the Equipment Ownership & Buyover section below. The Customer acquires no ownership interest in the system by virtue of hosting it on their premises, making energy payments, or the passage of time. At contract expiration, the system does not transfer to the Customer; it remains AssetCo's property and will be decommissioned and removed unless the agreement is renewed or the Customer exercises the buyover option. The Customer may exercise the buyover option at any time during the service term — there is no minimum service period.
Asset Security & Retention of Title
The solar system and all associated equipment installed at the Customer's premises (the "Equipment") are and remain the sole and exclusive property of AssetCo at all times. The Customer acknowledges and agrees to the following terms, which are essential to protect the Equipment and the interests of AssetCo:
1. Retention of Title
Title to the Equipment shall remain vested in AssetCo and shall not pass to the Customer under any circumstances, whether by operation of law, attachment, accession, or otherwise, unless and until the Customer completes a buyover in accordance with the Equipment Ownership & Buyover section of this Agreement. The Customer holds the Equipment as a bailee and custodian only.
2. Fixture Waiver
To the extent that any Equipment may be or become a fixture or part of the real property at the Customer's premises by reason of its mode of attachment or otherwise, the Customer irrevocably waives any right it may have to claim title to the Equipment by virtue of its status as a fixture. The Customer acknowledges that the Equipment is and shall at all times remain personal property of AssetCo, severable from the real property, and that AssetCo retains the right to remove the Equipment upon termination or expiration of this Agreement.
3. No Encumbrance
The Customer shall not sell, transfer, assign, pledge, mortgage, charge, encumber, or otherwise dispose of or grant any interest in the Equipment. Any purported encumbrance or disposition shall be void and of no effect, and AssetCo may recover the Equipment immediately.
4. No Third-Party Claims
The Customer shall ensure that no third party (including landlords, mortgagees, creditors, or liquidators) acquires any right, title, or interest in the Equipment. The Customer shall notify AssetCo immediately if any third party asserts a claim or interest in the Equipment.
5. Landlord and Mortgagee Consent
Where the Customer does not own the premises, the Customer shall obtain and maintain written consent from the landlord and any mortgagee of the premises permitting the installation of the Equipment and acknowledging AssetCo's ownership and right of removal. The Customer shall provide a copy of such consent to AssetCo upon request.
6. Right of Recovery
Upon termination or expiration of this Agreement, or in the event of a material breach by the Customer, AssetCo (through OpCo) shall have the right to enter the Customer's premises at reasonable times to recover, decommission, and remove the Equipment. The Customer shall provide reasonable access for this purpose and shall not obstruct or hinder the recovery process.
7. Customer Indemnity for Equipment Loss
The Customer shall indemnify and hold harmless AssetCo against any loss, damage, theft, or destruction of the Equipment caused by the Customer's negligence, failure to maintain adequate site security, or breach of this section. The Customer's liability under this indemnity is capped at the Depreciated Asset Value of the affected Equipment at the time of the loss.
8. Collateral Registry Registration
AssetCo shall register its security interest in the Equipment at the Collateral Registry maintained under the Secured Transactions in Movable Assets Act (STMAA). The Customer consents to such registration and shall provide any information reasonably required by AssetCo to complete the registration.
Agreement Term
Initial Term
This agreement is valid for an initial service term of 10 years from the system commissioning date.
Optional Extension
After the initial 10-year term, the Customer may request an optional 5-year extension, subject to Goletrik's agreement and updated pricing and terms. This gives a combined economic horizon of up to 15 years without locking the Customer into 15 years initially.
Billing and Payment Terms
Minimum Monthly Consumption Commitment
Based on your energy audit conducted prior to installation, a Minimum Monthly Consumption (MMC) figure is agreed upon and documented in your Contract Schedule. This figure represents your baseline energy requirement as assessed during the audit.
- •If your actual monthly consumption equals or exceeds the MMC, you are billed for actual consumption at the agreed per-kWh rate
- •If your actual monthly consumption falls below the MMC, you are still billed for the full MMC — you pay for the minimum regardless
- •Any consumption above the MMC is billed at the agreed per-kWh rate
- •The MMC is fixed at contract signing and may only be revised by mutual written agreement
How Pricing Works
Your per-kWh rate (in ₦/kWh) and your Minimum Monthly Consumption figure are both specified in your Contract Schedule at signing. Both are agreed upon following the energy audit.
Prepaid Model
- •You prepay for energy tokens before consumption via the Goletrik platform
- •Token balance is deducted as you consume energy through your smart meter
- •You can top up tokens anytime via card, bank transfer, or USSD
- •Minimum monthly billing applies even if your token balance is not fully consumed
Direct-Debit Mandate for MMC Deficits
As part of onboarding, you authorise a direct-debit mandate via our licensed payment processor on your nominated card or bank account. This mandate allows Goletrik to collect any MMC deficit— the shortfall when your prepaid token balance does not cover your Minimum Monthly Consumption obligation for a billing period.
- •Your prepaid token balance is always applied first; the mandate is only used for the remaining deficit
- •The amount charged varies with your actual usage, tokens purchased, and grid plan — it is not a fixed or recurring charge
- •Individual deficit charges never exceed the mandate amount cap you authorised at setup
- •You may revoke the mandate at any time by contacting Goletrik support; however, MMC deficits remain payable and unpaid deficits may suspend token rollover and service
Vacation / Away Mode (Planned Absence)
If you notify Goletrik in advance of a planned absence (e.g. holidays, travel, seasonal closure), you can request Vacation / Away Mode via your dashboard. The system automatically validates your request and, if eligible, applies a reduced MMC as set out in the Contract Schedule.
- •Available once per calendar year (January 1 – December 31)
- •Maximum 30 consecutive days per occurrence
- •Request must be submitted at least 7 days before the planned absence
- •Approval is automatic if all criteria are met — no manual review required
- •Both you and the Goletrik admin team are notified upon approval
- •If criteria are not met, the request is blocked and you are notified of the reason
- •Unused energy units continue to follow the standard token rollover policy during the vacation period
Token Refund & Rollover Policy
- •All prepaid energy token purchases are final and non-refundable once payment is confirmed
- •Once you have met your Minimum Monthly Consumption (MMC) commitment for a billing period, any unused energy units in your token balance roll over to the next billing period
- •Unused units only expire (are cleared) if you have NOT met your MMC commitment for that billing period — the MMC ensures the service remains sustainable
- •Rolled-over units remain available for consumption and are not forfeited as long as you continue to meet your MMC each month
- •Unused units are cleared if the MMC commitment is not met for the billing period
Maintenance and Support
OpCo, as AssetCo's appointed servicer, covers all system maintenance at no extra cost:
- •Preventive maintenance (quarterly inspections)
- •Corrective maintenance (repairs if equipment fails)
- •Software updates to the smart meter and monitoring system
- •Emergency support (24/7 monitoring for critical issues)
- •Equipment replacement if parts fail
Your Responsibility
You must:
- •Provide unrestricted access to authorized Goletrik technicians
- •Allow quarterly inspections
- •Report any faults or unusual system behaviour immediately via a Support Ticket
- •Not tamper with, disconnect, or modify the system without prior written approval from Goletrik
- •Ensure the installation site is secure against theft, vandalism, and unauthorised access at all times
- •Bear the cost of repair or replacement of any equipment damaged or stolen due to inadequate site security or customer negligence
Fault Response SLA
Our Commitment
OpCo commits to resolving all fault reports within the time window set out in the Contract Schedule (currently 48 hours). Fault tickets are prioritized and dispatched to qualified installers immediately upon submission.
SLA Breach Compensation
If Goletrik fails to resolve a fault within the SLA window, the Customer shall be entitled to free energy compensation for each day of delay beyond the SLA commitment, until the issue is resolved. The compensation calculation and crediting process are set forth in the Contract Schedule and the Help Articles.
Customer Duty of Care
The Customer acknowledges a duty of care over the solar system installed at their premises and agrees to:
- •Provide a secured location with controlled access, permitting entry only to authorised Customer representatives and authorised Goletrik representatives
- •Take all reasonable and necessary measures to protect the installed equipment against theft, vandalism, fire, flooding, and other physical risks
- •In the event of damage or theft arising from the Customer's negligence or failure to maintain adequate site security, the Customer shall be liable for the cost of repair or replacement of the affected equipment, capped at the Depreciated Asset Value of the affected Equipment at the time of the loss
- •Ensure that appropriate physical security measures are in place at all times — including locked enclosures, security lighting, or guards where necessary given the site context
- •Notify Goletrik immediately of any changes to equipment or electrical loads at the premises, so that an agreement can be reached regarding any necessary system upgrades or adjustments
- •On no account shall the system be loaded beyond the peak load capacity established in the initial energy audit and specified in the Contract Schedule — overloading the system voids Goletrik's maintenance obligations for any resulting damage
- •Not tamper with, disconnect, or modify the system without Goletrik's prior written approval
- •Report any faults or unusual system behaviour to Goletrik immediately via a Support Ticket on the platform or by calling our support line
Standard of Care
The Customer's duty of care is a duty to take reasonable care of the Equipment. The Customer is not strictly liable for all loss or damage to the Equipment regardless of cause. The Customer's liability for loss, damage, or theft of the Equipment arises only where the loss is caused by the Customer's negligence, wilful misconduct, or failure to maintain the standard of care set out in this section, and is capped at the Depreciated Asset Value of the affected Equipment at the time of the loss.
Equipment Ownership & Buyover Option
You may apply to purchase the solar equipment and take full ownership of the system installed at your premises at any time during your service contract — there is no minimum service period requirement for initiating a buyover.
Buyover Price — How It Is Calculated
The buyover price reflects the outstanding financial obligation on your system and the remaining value of the physical equipment. The valuation uses the following methodology:
- •Outstanding Obligation: The original installation cost compounded at the applicable return rate over the years elapsed, less all cumulative service payments collected to date. This represents the remaining financial obligation on your system.
- •Depreciated Asset Value: The straight-line depreciated replacement value of the installed equipment, based on component useful lives.
- •Buyover Base: The greater of (a) the Outstanding Obligation and (b) the Depreciated Asset Value. This ensures the buyover price is at least the depreciated value of the physical equipment.
- •Consumer Fee: 1.075% of the Buyover Base (inclusive of 7.5% VAT), charged to the Customer on top of the Buyover Base.
- •Buyover Total: The total amount payable by the Customer = Buyover Base + Consumer Fee. This is the Paystack charge amount.
The applicable return rate floats with market conditions and is reviewed at least quarterly. This means the buyover price is not locked at contract signing — it moves with prevailing market rates. Your real-time buyover estimate is displayed on your Consumer Dashboard at all times.
Buyover Transparency & Eligibility
- •Your real-time buyover estimate is displayed on your Consumer Dashboard at all times
- •Asset owners can also view the residual value of each project they hold
- •Admins have full visibility across all deployed assets
- •The buyover price is based on the valuation model described above
- •You may request a formal buyover quote at any time — there is no minimum service period restriction
- •Buyover can be initiated by contacting support or using the dashboard's Asset Valuation card
After You Own the Equipment
Once the buyover is completed and ownership is transferred, you assume full responsibility for all future maintenance, repairs, insurance, and operations of the system. Goletrik's service obligations cease upon transfer of title.
Energy Availability and Performance
Goletrik Solar Is Your Priority Power Source
Goletrik solar is installed as your primary power source. An Automatic Transfer Switch (ATS) ensures solar energy serves your loads first, with the grid acting as a manual fallback when solar generation or battery reserves are insufficient. The grid is never connected directly to Goletrik's inverters.
- •Goletrik solar is priority — your loads draw from solar first at all times
- •Grid is fallback only — engaged by the ATS solely when solar is unavailable
- •Existing generators or third-party power plants become secondary resources, engaged manually only as a last resort when solar and battery are exhausted
- •The system is designed to transfer between available power sources automatically, subject to equipment configuration, system conditions, and the applicable service availability commitment
Service Availability
The service availability target for the Customer's installation is as specified in the Customer's Contract Schedule. Goletrik maintains the system through preventive maintenance, insurance, and performance optimization to meet the applicable target.
Factors Beyond Our Control
Energy availability may be affected by:
- •Weather conditions (reduced solar generation on cloudy days)
- •Grid failures or power cuts in your area
- •Equipment failures (despite our best efforts)
- •Force majeure events (natural disasters, civil unrest, etc.)
- •Your consumption exceeding available capacity
No Guarantee of Unlimited Supply
The Company does not guarantee 100% energy availability. The Company shall operate the system in good faith and maintain it professionally.
Your Rights and Obligations
Your Rights
- •Receive energy from the system on a prepaid basis
- •Access real-time consumption data via your Goletrik dashboard
- •Request maintenance or technical support (24/7)
- •Receive monthly invoices and usage reports
- •Renew or terminate the contract at the end of the initial term
- •View your asset Residual Value in real-time on your dashboard
- •Apply to purchase (buy over) the system at any time — no minimum service period required
Your Obligations
- •Prepay for energy tokens before use
- •Allow Goletrik technicians unrestricted access for maintenance and inspections
- •Not tamper with, disconnect, or modify the system without written approval
- •Maintain adequate physical security of the installation site and equipment at all times
- •Report faults or unusual behaviour promptly via a Support Ticket
- •Notify Goletrik of any changes to electrical loads or site layout
- •Pay any applicable surcharges (e.g., idle system charges, repair costs from customer negligence)
- •Obtain and maintain landlord/mortgagee consent for the Equipment as described in the Asset Security section
Termination
End of Initial Term
After the initial 10 years, either party may choose not to renew. The system does not transfer to the Customer at expiration — it remains AssetCo's property. Goletrik will decommission the system and remove it from your premises within 30 days, unless the Customer exercises the buyover option or the agreement is renewed.
Early Termination
If you choose to terminate this agreement before the end of the initial term (other than through the System Buyover process described above), an early termination charge applies. This charge is calculated as 5% of the Outstanding Obligation at the time of termination.
Early termination penalties are waived if any of the following apply:
- •Goletrik breaches the agreement and fails to remedy within 30 days
- •The system becomes permanently non-functional
- •Force majeure makes continued service impossible
Contract Schedule — Variable Commercial Terms
CPSA Contract Schedule
Energy Pricing
- •Per-kWh tariff (₦/kWh): As specified in the customer's signed Contract Schedule at signing
- •Excess tariff (₦/kWh, above MMC): As specified in the customer's signed Contract Schedule
- •Annual plan tariff (₦/kWh, for annual billing): 170 (default)
- •Excess tariff for annual plans (₦/kWh): 185 (default)
Minimum Monthly Consumption (MMC)
- •MMC (kWh): As determined by the energy audit and specified in the customer's signed Contract Schedule
- •MMC is fixed at contract signing and may only be revised by mutual written agreement
Vacation / Away Mode
- •Reduced MMC during approved vacation: 25% of standard MMC
- •Maximum duration: 30 consecutive days per occurrence
- •Frequency: Once per calendar year (January 1 – December 31)
- •Minimum notice: 7 days before the planned absence
SLA & Compensation
- •Fault response SLA: 48 hours from submission
- •SLA breach compensation: Free energy credit for each day of delay beyond the 48-hour window, calculated per the formula published in the Help Articles
- •Compensation is credited to the Customer's token balance automatically upon SLA breach confirmation
Buyover Fees
- •Consumer Fee: 1.075% of the Buyover Base (inclusive of 7.5% VAT)
- •Owner Fee: 3.225% of the Buyover Base (inclusive of 7.5% VAT), deducted from owner proceeds
- •Early Termination Charge: 5% of the Outstanding Obligation at the date of termination
Valuation Parameters
- •Benchmark Rate: FGN Green Bond (trailing four-quarter average)
- •Risk Premium: 2.0% (default, admin-configurable)
- •O&M Premium: 1.55% (default, admin-configurable)
The terms in this Schedule may be updated by written notice to the Customer. Updates to the valuation parameters (Benchmark Rate, Risk Premium, O&M Premium) reflect prevailing market conditions and are published on the Platform.
Interpretation
This Agreement shall be read and interpreted in conjunction with the Goletrik Help Articles published on the Platform, which provide guidance on the practical application of the terms herein. In the event of any inconsistency between this Agreement and the Help Articles, the express terms of this Agreement shall prevail.
Entire Agreement
This Agreement, together with the Contract Schedule, the Privacy Policy, and the Platform Terms of Use, constitutes the entire agreement between the Customer and AssetCo with respect to the subject matter herein, and supersedes all prior or contemporaneous understandings, communications, representations, and agreements, whether written or oral.
Amendment
AssetCo may amend this Agreement from time to time. Material amendments (changes to pricing, MMC, SLA, or asset security terms) will be notified to the Customer via the Platform or by email at least thirty (30) days before the effective date. The Customer may object to a material amendment within the notice period; if the Customer does not object, the amendment takes effect on the stated date. Variable commercial terms in the Contract Schedule may be updated by written notice without formal amendment to this Agreement body.
Assignment
The Customer may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without the prior written consent of AssetCo. AssetCo may assign or transfer its rights and obligations under this Agreement to an affiliate (including OpCo) or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the Customer's consent.
Notice
Goletrik may provide notices to the Customer via the Platform, by email to the registered email address, or by SMS to the registered phone number. The Customer may provide notice to Goletrik by email to goletrik@zetl.ng.
Electronic Signature and Acceptance
By entering their full name, role/title, and date and clicking "Accept" during the CPSA acceptance flow, the Customer acknowledges having read and understood this Agreement. Electronic acceptance has the same force and effect as a handwritten signature under applicable Nigerian law, including the Electronic Transactions Act.
Governing Law & Dispute Resolution
Governing Law
This Agreement is governed by the laws of the Federal Republic of Nigeria.
Dispute Resolution — Arbitration
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be addressed by the parties in good faith through amicable negotiation for a period of thirty (30) days.
If the dispute remains unresolved after thirty (30) days, it shall be referred to and finally resolved by arbitration administered in Lagos, Nigeria, under the Arbitration and Mediation Act 2023 (or its successor legislation). The arbitration shall be conducted before a single arbitrator appointed in accordance with the said Act. The seat of arbitration is Lagos, the language of the arbitration is English, and the award shall be final and binding on the parties.
For questions or disputes: goletrik@zetl.ng
Version 3.0 — Last updated: September 29, 2026
