Terms of Service

> **DRAFT — NOT LEGALLY REVIEWED — Cowork-authored content pending.** > Do not deploy until reviewed by licensed Iraqi counsel (Kazm / AMERELLER). > Clauses marked [LAWYER REVIEW] require Iraqi/KRG jurisdiction-specific input. --- # [brand_name] Customer Terms of Service **Version:** 1.1-draft **Effective date:** Upon customer acceptance at checkout **Jurisdiction:** Republic of Iraq / Kurdistan Regional Government, Erbil **Last updated:** 2026-05-07 By clicking "I accept the Terms of Service" at checkout, you ("Customer") agree to these terms with [brand_name] ("we," "us," or "the Platform"). If you do not agree, do not place an order. --- ## 1. Definitions | Term | Meaning | |---|---| | **Platform** | The [brand_name] online marketplace at [brand_name].odoo.com | | **Customer / you** | The individual or entity placing an order | | **Vendor** | A supplier of solar equipment listed on the Platform | | **Installer** | A certified technician or company contracted to install your system | | **Carrier** | A logistics provider handling delivery of your order | | **Order** | A confirmed purchase of Products and/or Services | | **Product** | Solar panels, inverters, batteries, accessories, or any physical goods | | **Service** | Installation, mounting, or any labour provided by an Installer | | **System** | The complete solar installation (Products + Services) as specified in your order | | **Warranty Period** | The applicable warranty coverage period as described in Section 7 | --- ## 2. Order Acceptance 2.1 An order is **not binding** at the time of quoting or configurator output. A binding contract is formed only when: - you complete checkout and accept these Terms, **and** - [brand_name] sends an Order Confirmation (via WhatsApp or portal notification), **and** - payment has been received or a valid deposit has been processed. 2.2 [brand_name] reserves the right to reject any order for any reason prior to sending the Order Confirmation (e.g., stock unavailability, pricing error, unverifiable delivery address). 2.3 Once the Order Confirmation is issued, the order is binding on both parties subject to these Terms. --- ## 3. Pricing 3.1 All prices displayed on the Platform are quoted in **Iraqi Dinars (IQD)** and include applicable taxes unless stated otherwise. 3.2 **Quoted prices are valid for 48 hours** from the time of quotation. After 48 hours, prices may change to reflect current supply costs without notice. 3.3 The Platform uses a dynamic pricing model where vendor costs may shift between quote and Order Confirmation due to supply chain conditions. [brand_name] absorbs cost increases up to the floor pricing threshold defined in its internal pricing policy. If a cost shift exceeds the floor threshold, [brand_name] will notify you before processing payment. You may cancel at no charge in that event. 3.4 Installation and delivery prices are set independently by Installers and Carriers respectively. [brand_name] does not fix these rates. [LAWYER REVIEW — consumer protection obligations re: displayed-vs-charged price under Iraqi law] 3.5 Promotional prices and discounts are time-limited and non-retroactive. --- ## 4. Payment Terms 4.1 **Phase 1 (current):** Full payment is required upfront via: - SuperQi P2P transfer, or - Cash on collection (where applicable) No order is confirmed until full payment is received. 4.2 **Phase 2+ (future):** [brand_name] plans to introduce a 30% deposit + 70% cash-on-delivery (COD) payment structure. This Terms document will be updated at that time. Customers on Phase 2+ payment plans agree that: - The 30% deposit is non-refundable once the system is ordered from the vendor. - The 70% COD balance is due upon delivery of Products to the installation site, prior to installation commencement. 4.3 **Late payment:** If any balance due is not paid within 3 business days of its due date, [brand_name] may suspend the order and charge a late fee of 1% per month on the outstanding balance. [LAWYER REVIEW — enforceability of late payment fees under Iraqi Civil Code] 4.4 [brand_name] does not store payment card data. All payment processing is handled by third-party payment providers subject to their own terms. --- ## 5. Delivery 5.1 **Launch coverage:** Delivery is currently available within the **Erbil Governorate** only. Orders from outside Erbil cannot be accepted at this time. 5.2 Delivery windows communicated at checkout are **estimates only**, not guaranteed delivery dates. Delays may occur due to customs, weather, carrier capacity, or supply chain conditions. 5.3 Delivery fees are determined by your chosen Carrier and are displayed at checkout. Fees may vary by governorate as coverage expands. 5.4 Risk of loss or damage passes to the Customer upon delivery to the stated delivery address. [LAWYER REVIEW — Iraqi Civil Code risk-of-loss provisions] 5.5 You must inspect delivered Products upon receipt. Visible damage must be reported to [brand_name] within **24 hours** of delivery with photographic evidence. --- ## 6. Installation 6.1 **Installer of record:** Installation is performed by an independent Installer contracted through the Platform. [brand_name] is not the Installer. The Installer bears professional responsibility for the installation work. [LAWYER REVIEW — liability allocation between Platform and Installer under Iraqi contractor law] 6.2 **Customer obligations:** - Provide unobstructed access to the installation site on the scheduled date. - Ensure the electrical infrastructure is ready to accept the system (existing DB board, earthing, cable routes accessible). - Obtain any required building permissions or HOA approvals prior to installation. [LAWYER REVIEW — local permit requirements in Erbil/KRG] - Be present or designate a responsible adult during installation. 6.3 **[brand_name]'s obligations:** - Ensure the system is correctly sized per the configurator output and your site survey. - Ensure the Installer is vetted and holds current credentials. - Provide a compliant single-line diagram (SLD) for the installation. 6.4 If Customer fails to meet obligations in 6.2, the Installer may reschedule. Any additional visit fee is the Customer's responsibility. --- ## 7. Warranty 7.1 **Manufacturer warranties (pass-through):** All Products carry the manufacturer's warranty as stated on the product listing. [brand_name] passes these warranties through to the Customer. Common coverage: - Solar panels: 10–25 years performance warranty (manufacturer-specific) - Inverters: 5–10 years (manufacturer-specific) - Batteries: 5–10 years or cycle count (manufacturer-specific) Manufacturer warranty claims are processed through [brand_name] as the point of contact. 7.2 **[brand_name] installation warranty:** [brand_name] provides a **1-year warranty on the installation workmanship** covering: - Loose connections, wiring faults, mounting failures attributable to installation error. - System performance below the designed output by more than 10% (where attributable to installation, not irradiation variance). 7.3 **Warranty exclusions:** - Physical damage caused by Customer, third parties, or acts of nature (lightning, flood, sandstorm). - Modifications to the system by anyone other than [brand_name]-authorised personnel. - Use of the system outside its designed operating parameters. - Normal degradation within manufacturer-specified limits. 7.4 **Claim process:** Submit a warranty claim via the [brand_name] WhatsApp line (+964 750 004 3303) or customer portal with photos/description. [brand_name] will respond within 3 business days with a diagnosis and resolution timeline. --- ## 8. Limitation of Liability 8.1 [brand_name]'s total liability to you under or in connection with any order is limited to the **total value of that order** (Products + Services + Delivery) actually paid by you. 8.2 [brand_name] is not liable for: - Indirect, consequential, or economic loss (lost savings, lost production, business interruption). - Delays caused by supply chain, customs, weather, or carrier. - Installation defects beyond the 1-year workmanship warranty period. - Manufacturer product failures beyond pass-through warranty remedies. 8.3 Nothing in these Terms limits liability for fraud, gross negligence, or death/personal injury caused by negligence. [LAWYER REVIEW — mandatory liability provisions under Iraqi Civil Code Art. 211–218] --- ## 9. Returns and Cancellations 9.1 **Solar systems are custom-engineered** to your site and load profile. Standard returns are not accepted once an order is confirmed and vendor stock is committed. 9.2 **Defective product:** If a Product is dead-on-arrival or has a manufacturing defect confirmed within **14 days of delivery**, you may request a replacement or refund of that Product's value. Photographic evidence and an Installer assessment report are required. 9.3 **Cancellation before Order Confirmation:** You may cancel at any time before [brand_name] issues the Order Confirmation. No charge applies. 9.4 **Cancellation after Order Confirmation (Phase 1):** Because full payment is required upfront and vendor stock is committed upon confirmation, cancellations after Order Confirmation are subject to a restocking fee of up to 15% of the order value. [LAWYER REVIEW — enforceability of restocking fees under Iraqi consumer protection law] 9.5 **[brand_name]-initiated cancellation:** If [brand_name] cancels your order (e.g., stock unavailability, pricing error), you will receive a full refund within 5 business days. No additional compensation applies unless required by law. --- ## 10. Privacy Your personal data is processed in accordance with the **[brand_name] Privacy and Data Policy**, available at [brand_name].odoo.com/privacy. By placing an order, you acknowledge you have read and understood the Privacy Policy. Key points: - We collect name, contact details, location, and order data. - Data is used to fulfil your order, provide after-sales support, and improve the Platform. - We do not sell your data to third parties. - WhatsApp communications may be logged for service quality and compliance purposes. --- ## 11. Dispute Resolution 11.1 These Terms are governed by the laws of the **Republic of Iraq** and, where applicable, the laws of the **Kurdistan Regional Government**. [LAWYER REVIEW — KRG vs Federal jurisdiction applicability for Erbil-based commerce] 11.2 In the event of a dispute, the parties will first attempt to resolve it amicably through direct negotiation within 30 days of written notice. 11.3 If negotiation fails, disputes will be submitted to **binding arbitration in Erbil**, conducted in both Arabic and English, under rules to be agreed at that time. [LAWYER REVIEW — Iraqi Arbitration Law No. 4 of 2007, KRG equivalents; recommend specifying arbitration body, e.g., BCCK or ICC Iraq] 11.4 Nothing prevents either party from seeking urgent injunctive relief from the competent Iraqi courts. 11.5 These Terms are issued in Arabic and English. In case of conflict, the **Arabic version prevails** for Iraqi-domiciled customers. [LAWYER REVIEW — confirm this is the correct approach under Iraqi contract law] --- ## 12. AI Agent Disclosure [brand_name] uses artificial intelligence (AI) agents — including but not limited to Sara — to handle customer interactions on behalf of [brand_name]. These AI agents may: - Provide solar system quotations and configure orders. - Answer product and installation questions. - Schedule installation appointments. - Respond to after-sales inquiries. AI agents operate under human oversight and within [brand_name]-defined policies. When asked directly whether they are human or AI, agents will disclose their AI nature. For escalations requiring human judgement, agents will transfer the conversation to a [brand_name] team member. By engaging with [brand_name] via WhatsApp, the customer portal, or any other channel, you acknowledge and accept that you may be interacting with an AI agent. --- ## 13. General 13.1 **Severability:** If any provision is found unenforceable, the remainder of these Terms continue in full force. 13.2 **Entire agreement:** These Terms, together with the Order Confirmation and the Privacy Policy, constitute the entire agreement between you and [brand_name] for your order. 13.3 **Amendments:** [brand_name] may update these Terms at any time. The version accepted at checkout governs your order. Future purchases will be subject to the Terms in force at that time. 13.4 **No waiver:** Failure to enforce any provision does not waive [brand_name]'s right to enforce it later. 13.5 **Language:** These Terms are provided in English, Arabic, Kurdish (Sorani), and Kurdish (Bahdini). In case of conflict, the Arabic version prevails per Section 11.5. --- *[brand_name] — Powering Iraq's solar transition. Questions? WhatsApp: +964 750 004 3303* --- ## Document History | Version | Date | Author | Notes | |---|---|---|---| | 1.0-draft | 2026-04-26 | Cowork / Claude Code | Initial EN+AR draft | | 1.1-draft | 2026-05-07 | Cowork / Claude Code | Migrated to docs/legal/ structure; added Sorani + Bahdini; added 4-language declaration |