Services Agreement
OpCo–AssetCo Servicer Contract — Formalizing the Appointed Servicer Relationship
Definitions
- •AssetCo / Principal: Goletrik Energy Assets Limited (RC 9897370), the special-purpose vehicle that owns, holds, and leases the solar energy assets and issues Bonds/Notes to investors.
- •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.
- •Services Agreement: This agreement, entered into between AssetCo and OpCo, governing the appointment and scope of OpCo as AssetCo's servicer.
- •Solar Energy Assets: The renewable energy generating assets, solar photovoltaic installations, battery energy storage systems, inverters, and associated balance-of-system equipment owned by AssetCo.
- •CPSA: Customer Power Service Agreement — the contract between a Customer and AssetCo for energy delivery, under which OpCo performs servicing functions.
- •IPA: Investor Participation Agreement — the contract between an Investor and AssetCo governing the issuance of Bonds/Notes, which references OpCo's servicing role and step-in rights.
- •Platform: The Goletrik digital platform operated by OpCo for customer onboarding, KYC, billing, monitoring, and operational management.
- •Segregated Collection Account: The bank account maintained by AssetCo into which all customer payments are swept and from which investor distributions are made before any sweep to OpCo.
- •Servicing Fee: The fee payable to OpCo for performing the Services, as set out in the Contract Schedule.
- •Step-In Right: The right of AssetCo (or its appointee) to appoint a replacement servicer if OpCo defaults on its servicing obligations, as referenced in the IPA.
- •Confidential Information: Any non-public information relating to AssetCo's business, assets, customers, investors, or financial affairs.
- •NDPA: Nigeria Data Protection Act 2023.
Purpose and Appointment of Servicer
This Services Agreement formalizes the appointment of 0 Emission Technologies Limited (OpCo) as the appointed servicer of Goletrik Energy Assets Limited (AssetCo). AssetCo owns the solar energy assets; OpCo operates them on AssetCo\'s behalf. This agreement defines the scope of services OpCo will perform, the fees payable, and the protections available to AssetCo and its investors if OpCo fails to perform.
Appointment
AssetCo hereby appoints OpCo, and OpCo hereby accepts the appointment, as the servicer of AssetCo\'s solar energy assets on the terms and conditions set out in this Agreement. The appointment is made pursuant to Article 3C (Delegation to Servicer) of AssetCo\'s Articles of Association.
Related Party Transaction
OpCo is the sole subscriber and shareholder of AssetCo. Accordingly, this Agreement constitutes a related-party transaction under the Companies and Allied Matters Act 2020 and Article 3D (Related-Party Transactions) of AssetCo\'s Articles of Association. The parties confirm that this Agreement is entered into on arm\'s-length terms and that the interest of OpCo has been fully disclosed to AssetCo\'s directors and any independent director appointed under Article 17.
Scope of Servicing Services
OpCo shall perform the following services on behalf of AssetCo:
1. Customer Onboarding & KYC
- •Managing the customer onboarding pipeline from service request to CPSA execution
- •Conducting Know Your Customer (KYC) verification on prospective customers
- •Coordinating energy audits and audit recommendation approvals
- •Preparing and facilitating CPSA acceptance through the Platform
2. Installation & Commissioning
- •Coordinating the physical installation of solar energy systems at customer sites through certified installers
- •Managing the Project Completion Form (PCF) review and approval process
- •Overseeing system commissioning and connectivity verification
- •Ensuring all installations comply with applicable technical and safety standards
3. Operations & Maintenance
- •Monitoring solar energy system performance 24/7 through the Platform
- •Performing preventive maintenance on a scheduled basis (quarterly inspections)
- •Performing corrective and emergency maintenance as required
- •Managing fault reports, support tickets, and SLA compliance
- •Coordinating installer dispatch for field maintenance jobs
4. Billing & Revenue Collection
- •Processing prepaid energy token purchases through the Platform
- •Sweeping all customer payments into the Segregated Collection Account maintained by AssetCo
- •Managing direct-debit mandates for MMC deficit collection
- •Managing vacation/away mode requests and MMC adjustments
5. Investor Reporting & Administration
- •Generating monthly performance reports for investors
- •Processing monthly investor distributions from the Segregated Collection Account
- •Managing the secondary marketplace for Bond/Note resales
- •Maintaining the Asset Ledger and O&M Reserve records
6. Contract Management
- •Managing CPSA renewals, amendments, and buyover requests
- •Coordinating contract expiry notifications and decommissioning
- •Managing customer vacation mode and MMC amendment workflows
Servicing Fee and Payment
In consideration of OpCo performing the Services, AssetCo shall pay OpCo a Servicing Fee as set out in the Contract Schedule. The Servicing Fee is payable from the Segregated Collection Account after investor distributions and O&M reserve allocations have been made.
Payment Priority
The payment waterfall from the Segregated Collection Account is, in order of priority:
- •1. Investor distributions (Coupon and principal amortization) — paid first, before any operational sweep
- •2. O&M reserve allocation
- •3. Servicing Fee payable to OpCo (the Platform Management Fee)
- •4. VAT and tax remittances to FIRS
- •5. Any remaining balance retained by AssetCo
Fee Review
The Servicing Fee rate may be reviewed annually by agreement of both parties. Any change to the Servicing Fee that materially affects investor returns requires the consent of the Bondholders or their trustee, as set out in the IPA.
Step-In Rights and Replacement of Servicer
To protect the interests of AssetCo\'s Bondholders/Noteholders, AssetCo retains the right to step in and appoint a replacement servicer if OpCo defaults on its servicing obligations. This right is referenced in the IPA (Investor Protections, Section 2 — Step-In Rights) and is a key investor protection.
Events of Default
OpCo shall be deemed in default of its servicing obligations if any of the following occurs:
- •OpCo fails to maintain the solar energy assets in accordance with the maintenance standards set out in the CPSA and this Agreement, and fails to remedy such failure within thirty (30) days of written notice
- •OpCo fails to collect or sweep customer payments into the Segregated Collection Account as required
- •OpCo becomes insolvent, enters liquidation, or has a receiver or administrator appointed over its assets
- •OpCo commits a material breach of this Agreement and fails to remedy it within sixty (60) days of written notice
- •OpCo ceases to operate the Platform or to provide the Services for a continuous period exceeding seven (7) days without AssetCo's consent
Exercise of Step-In Right
Upon the occurrence of an Event of Default, AssetCo (or its appointee, including a Security Trustee if appointed) may, by written notice to OpCo, exercise the Step-In Right and appoint a replacement servicer to continue operating the solar energy assets and collecting customer payments. OpCo shall cooperate fully with the replacement servicer and shall transfer all relevant data, access credentials, and operational records necessary for the continuation of services.
Survival of Obligations
The exercise of the Step-In Right does not release OpCo from any liability for breaches committed prior to the step-in, nor does it affect AssetCo\'s right to claim damages for losses suffered as a result of OpCo\'s default.
Data Protection and Privacy
OpCo, as the servicer operating the Platform, processes personal data on behalf of AssetCo. Both parties shall comply with the Nigeria Data Protection Act (NDPA) 2023, as set out in the Goletrik Privacy Policy.
Data Controller and Processor
- •AssetCo and OpCo are joint data controllers for data relating to CPSAs and IPAs, as set out in the Privacy Policy
- •OpCo acts as data processor for operational data (billing, monitoring, support) processed on AssetCo's behalf
- •OpCo shall process personal data only for the purposes of performing the Services and shall not use it for any other purpose
- •OpCo shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or breach
Data Breach Notification
OpCo shall notify AssetCo of any personal data breach within twenty-four (24) hours of becoming aware of it, so that AssetCo may comply with its notification obligations to the Nigeria Data Protection Commission (NDPC) under Section 39 of the NDPA 2023.
Data Return on Termination
Upon termination of this Agreement, OpCo shall return to AssetCo (or securely destroy, at AssetCo\'s direction) all personal data and operational records processed on AssetCo\'s behalf, and shall provide a written certification of such return or destruction.
Confidentiality
Each party shall keep confidential all Confidential Information of the other party obtained in connection with this Agreement, and shall use it solely for the purpose of performing the Services.
- •Confidential Information includes customer data, investor data, financial records, technical specifications, and business plans
- •Confidentiality obligations survive termination of this Agreement for a period of five (5) years
- •Confidential Information may be disclosed to the extent required by law, regulation, or court order, provided the disclosing party is given prior notice where legally permissible
- •Each party shall ensure that its employees, contractors, and agents who have access to Confidential Information are bound by equivalent confidentiality obligations
Representations and Warranties
Mutual Representations
- •Each party is a duly incorporated Nigerian company with the power and authority to enter into this Agreement
- •Each party has obtained all necessary corporate approvals to enter into this Agreement
- •The execution and performance of this Agreement does not violate any law, regulation, or contract to which the party is bound
OpCo Representations
- •OpCo has the technical capability, personnel, and infrastructure to perform the Services to the standards required
- •OpCo maintains all necessary licenses, permits, and registrations to operate the Platform and process payments
- •OpCo maintains appropriate insurance coverage for its operational activities
- •OpCo shall perform the Services with reasonable skill, care, and diligence, in accordance with applicable industry standards
AssetCo Representations
- •AssetCo has good and marketable title to the solar energy assets, free and clear of all encumbrances except as disclosed
- •AssetCo has the power and authority to appoint OpCo as servicer under its Articles of Association
- •AssetCo shall provide OpCo with all information and access necessary for OpCo to perform the Services
Limitation of Liability
Cap on Liability
To the maximum extent permitted by law, the total aggregate liability of either party to the other for any and all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Servicing Fees paid by AssetCo to OpCo in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect Damages
In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, loss of revenue, or loss of business, whether arising in contract, tort (including negligence), or otherwise.
No Exclusion
Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable Nigerian law, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
Term and Termination
Term
This Agreement becomes effective upon execution by both parties and remains in force for an initial term of ten (10) years, renewable on the same terms by mutual agreement.
Termination for Convenience
Either party may terminate this Agreement at any time by providing one hundred and eighty (180) days\' written notice to the other party. Upon termination for convenience, AssetCo shall appoint a replacement servicer and OpCo shall cooperate fully in the transition.
Termination for Cause
- •Either party may terminate this Agreement immediately upon the occurrence of an Event of Default by the other party that is not remedied within the applicable cure period
- •AssetCo may terminate immediately upon exercise of the Step-In Right
- •Either party may terminate immediately if the other party becomes insolvent or enters liquidation
Transition Obligations
Upon termination, OpCo shall:
- •Transfer all operational records, customer data, and investor data to AssetCo or its replacement servicer
- •Provide reasonable assistance to ensure a smooth transition of services to the replacement servicer
- •Return all assets, documents, and materials belonging to AssetCo
- •Cooperate in the transfer of Platform access credentials and operational systems
Survival
Provisions relating to confidentiality, data protection, step-in rights, limitation of liability, and dispute resolution shall survive termination of this Agreement.
Contract Schedule — Variable Commercial Terms
Services Agreement Contract Schedule
Servicing Fee
- •Platform Management Fee: 3.225% of the net service fee, inclusive of 7.5% VAT (admin-configurable)
- •The Servicing Fee is paid from the Segregated Collection Account after investor distributions and O&M reserve allocations
Payment Waterfall
- •1. Investor distributions (Coupon + principal amortization)
- •2. O&M reserve allocation (11.775% of net service fee)
- •3. Servicing Fee to OpCo (Platform Management Fee)
- •4. VAT and tax remittances to FIRS
- •5. Retained balance to AssetCo
Service Standards
- •Fault response SLA: 48 hours from submission
- •Preventive maintenance: Quarterly inspections
- •System uptime target: 98–99.5%
- •Investor distribution cycle: Within 15 business days of each billing period
Initial Term
- •Initial term: 10 years from execution
- •Renewal: By mutual agreement on the same terms
- •Termination notice (convenience): 180 days
The terms in this Schedule may be updated by written agreement of both parties. Changes to the Servicing Fee that materially affect investor returns require Bondholder consent as set out in the IPA.
Entire Agreement
This Agreement, together with the Contract Schedule, the CPSA, the IPA, the Privacy Policy, and the Platform Terms of Use, constitutes the entire agreement between AssetCo and OpCo with respect to the servicing of AssetCo\'s solar energy assets, and supersedes all prior or contemporaneous understandings, communications, representations, and agreements, whether written or oral.
Amendment
This Agreement may be amended only by written agreement of both parties, approved by the directors of AssetCo (including any independent director appointed under Article 17 of AssetCo\'s Articles of Association). Material amendments that affect investor protections or the Servicing Fee shall be notified to Bondholders/Noteholders as required under the IPA.
Assignment
Neither party may assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that AssetCo may assign its rights to a Security Trustee or replacement servicer upon exercise of the Step-In Right, and OpCo may assign its rights to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor assumes all of OpCo\'s obligations under this Agreement.
Notice
Notices under this Agreement may be given via the Platform, by email to the registered email address of each party, or by registered post to the registered office of each party. Notices are deemed received on the date sent if by email or Platform, and three (3) business days after posting if by registered post. For all notices:
AssetCo: Goletrik Energy Assets Limited (RC 9897370)
Email: goletrik@zetl.ng
OpCo: 0 Emission Technologies Limited (RC 6929125)
Email: goletrik@zetl.ng
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 Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004 (as amended). 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: goletrik@zetl.ng
Version 1.0 — Last updated: September 29, 2026