Enphase Installer Network (EIN) Program Terms and Conditions for Spain

Updated: March 13, 2024

If you are an Enphase installer (“Installer”, “your”, or “you”), and have been invited to participate in the Enphase Installer Network (“EIN”) Program (“Program”), this Enphase Installer Network Program Terms and Conditions (the “Agreement”) describes the terms and conditions applicable to your participation in the Program. This Agreement incorporates the Enphase General Terms of Service located at https://enphase.com/es-es/legal/terms-of-service and the Enphase Privacy Policy located at https://enphase.com/legal/privacy-policy. In the event of any conflict between this Agreement and the Enphase General Terms of Service, this Agreement will prevail with respect to our participation in the Program, unless otherwise provided for by applicable law. You are not required to participate in the Program, but if you do not agree to the terms and conditions of this Agreement, you may not participate in the Program.

Participant and Enphase are each referred to in this Agreement as a “Party” and together as the “Parties”.

1. Participation

Participation in this Program is by invitation only. Enphase will deliver invitations to select Installers based on criteria solely within the discretion of Enphase. Invitations that are forwarded, copied or reproduced by a party other than Enphase in any way shall be null and void. Installers may accept the invitation by enrolling as instructed in the invitation. Enrollment by an Installer is considered Installer’s affirmative confirmation to be bound by the terms of this Agreement. Once Enphase has confirmed Installer’s enrollment in writing, Installer is thereafter referred to as a “Participant” and all terms and conditions set forth in this Agreement will apply.

2. Participation Tiers

Enphase will allow each Participant to participate in the Program at the Silver, Gold, or Platinum level (each an “EIN Tier”) based on the criteria set forth in the Program Guide (the “Criteria”) available at https://enphase.com/es-es/installers/resources/installer-signup (the “Program Guide”). In order to be, and remain, in a particular EIN Tier and to receive the corresponding benefits (the “Benefits”), Participant must comply at all times with all of the Criteria applicable to such EIN Tier. Enphase will conduct periodic reviews of Participant’s adherence to such Criteria and based on the Participant’s performance and adherence to the Criteria, may change the Participant’s EIN Tier designation. Additionally, Enphase may disqualify the Participant from participating in the Program at any time and for any reason. If a Participant believes it has been incorrectly classified or disqualified, or wishes to have Enphase re-evaluate the EIN Tier assignment so that Participant may be moved to a different EIN Tier, Participant may contact EIN@enphaseenergy.com and request a re-evaluation no more than two (2) times each calendar year.

3. Program Benefits

Participant will receive the Benefits corresponding to their assigned EIN Tier, all as set forth in the Program Guide. Enphase may modify the Benefits from time to time in its sole discretion or as required to comply with applicable laws.

4. Audit and Monthly Business Review

(a) Audit
Certain EIN Tiers require periodic quality audits of Participant’s Enphase product installation sites. Participant agrees to cooperate with Enphase in coordinating a reasonable number of audits and will use commercially reasonable efforts to assist Enphase (or a non-competing, independent third-party auditor selected by Enphase) in obtaining customer permission and access to sites so that Enphase may conduct inspections. All such quality audits will be conducted at Enphase’s sole cost and expense. Participants at the Platinum EIN Tier must provide financial information as may be reasonably requested by Enphase (or its designated third-party auditor) no more than once each fiscal year so that Enphase may determine whether Participant is qualified to participate in the Program at the Platinum level. Enphase will not share Participant’s confidential financial information with any third-party (other than its designated third-party auditor, as applicable) and will maintain such information in strict confidence. Each Party will bear its own costs and expenses in connection with a financial audit hereunder.

(b) Monthly Business Review
Participant agrees to participate in monthly business reviews with the Enphase sales account manager. The monthly business review discussion topics shall include but not be limited to discussions regarding market share, business growth, and products.

5. Trademark License

(a) License Grant from Enphase
Subject to the terms and conditions in this Agreement, Enphase hereby grants Participant a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Enphase trademarks (the “Enphase Marks”) in the region in which Participant operates solely in accordance with (i) the Benefits applicable to Participant’s EIN Tier, and (ii) applicable trademark usage guidelines published by Enphase at https://enphase.com/trademark-usage-guidelines. Enphase Marks include: (1) the Enphase name and logo, and (2) the Platinum, Gold, and Silver EIN Tier logos (each an “EIN Tier Badge”). Enphase may terminate the foregoing trademark license at any time if, in its reasonable discretion, Participant violates the trademark usage guidelines noted above.

(b) License Grant from Participant
Subject to the terms and conditions of this Agreement, Participant hereby grants Enphase a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Participant’s name and logos (the “Participant Marks”) for the purpose of identifying Participant as an installer of Enphase products and a participant in the Program. Participant may withdraw its approval of any use of the Participant’s Marks at any time in its sole discretion upon written notice to Enphase, which withdrawal will be effective promptly but in no case more than thirty (30) days from the date of Participant’s notice sent in accordance with Section 18 (Notice) below, provided that no such withdrawal will require the recall of any previously published or distributed materials. In case of withdrawal of approval, Participant will no longer be entitled to the Benefits.

6. Installer Locator

Enphase hosts a webpage currently located at https://www.enphase.com/es-es/installer-locator that allows users to locate Enphase product installers in their geographic area (the “Installer Locator”). Enphase will respond to queries on the Installer Locator by listing information about Participants, for example the names, contact information, and EIN Tier Badge for each Participant in the requested geographic area. Applicable Participants are displayed in order of EIN Tier (Platinum listed first, then Gold, then Silver). Installer Locator and its features may not be available in all countries or in all geographic areas. Enphase reserves the right to implement Installer Locator in whole or in part at its sole discretion.

7. Feedback

If Participant, in its discretion, provides any suggestions, comments, or other feedback to Enphase concerning Enphase products or services (“Feedback”), Enphase will be entitled to use the Feedback for any purpose without restriction or remuneration of any kind with respect to Participant and/or its representatives.

8. Independent Contractors

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Participant and Enphase, notwithstanding the use of the term “partner” in this Agreement or the Program Guide. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other Party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement. Participant will not make any proposals, promises, warranties, guarantees, or representations on Enphase’s behalf or in Enphase’s name.

9. Installations

In order to participate in the Program, Participant will ensure that any installation of Enphase products is completed in accordance with all applicable Enphase documentation made available to Participant by Enphase, including but not limited to the applicable product Data Sheet, Installation and Operation Manual(s) and the Quick Install Guide. For the avoidance of doubt, installations of Enphase products that do not comply with the requirements of this Section, may void the Limited Warranty for the products (the Limited Warranty is located at https://enphase.com/installers/resources/warranty).

10. Inventory Management

In order to participate in the Program, Participant will implement a first in first out (FIFO) inventory system for Participant’s sale of Enphase products. Participant will also manage the ordering, delivery and stocking of Products in a manner that will minimize the potential levels of excess or obsolete inventory of such products. At no time will Participant install any Enphase battery products after the “Energize By” date shown on the battery, nor any other Enphase products more than twenty (20) months from the date such products were manufactured.

11. Insurance

In order to participate in the Program, Participant will maintain during the term of this Agreement, at its own expense, a Commercial General Liability insurance policy including premises, operations, products liability, contractual liability, and completed operations coverage with a minimum limit of $1,000,000 per occurrence.

12. Disclaimer of Warranty

Except as expressly set forth herein, Enphase makes no representation or warranty of any kind regarding the Program, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law including with respect to the performance, functionality, quality, benefits or availability of all of the foregoing. Content is provided by Enphase “as is,” and as available, exclusive of any warranty whatsoever.

13. Limitation of Liability

Nothing in this Agreement is intended to limit either Party's liability for death or personal injury resulting from such Party's gross negligence or for willful misconduct, fraud, fraudulent misstatement or fraudulent misrepresentation. In all other cases, Enphase, its affiliates or their respective representatives or contractors do not have any liability to Participant for any consequential or indirect damages, or for any lost profits or lost data, arising from or relating to this Agreement, even if Enphase has been advised of the possibility of such damages. The foregoing limitations of liability are independent of any exclusive remedies set forth in this Agreement. To the maximum extent permitted by applicable law, in no event will the aggregate cumulative liability of Enphase, its affiliates, and their respective representatives and contractors arising out of or related to this Agreement exceed one hundred euros (€100).

14. Legal Compliance; Ethical Business

Participant must at all times comply with all applicable laws and regulations and will conduct its business in such manner as will reflect favorably on, and will not disparage Enphase, Enphase products, or Enphase services. Additionally, Participant must not engage in any deceptive, misleading, illegal or unethical business practice.

15. Cooperation in Disputes

Participant will cooperate with Enphase regarding any inquiry, dispute or controversy in which Enphase may become involved and of which Participant may have knowledge. Such cooperation will include disclosure of relevant documents and financial information, and interviews of Participant’s personnel. Such obligation will continue after the expiration or termination of this Agreement.

16. Term and Termination

This Agreement will commence on the date Installer enrolls in the Program (when Installer enrolls in the Program as instructed in the invitation from Enphase). This Agreement will continue until terminated. Either Party may terminate this Agreement at any time and for any reason, or no reason, by providing the other Party with at least ten (10) days written notice. Notwithstanding the foregoing, Enphase may terminate this Agreement, or terminate Participant’s participation in the Program immediately, upon notice, if Participant fails to meet the applicable Program requirements as set forth in the Program Guide and/or this Agreement or if Enphase’s interests are seriously violated in another way. Sections 7, 8, 12, 13, 14, 15, 17, 18, 19 of this Agreement shall continue to apply after termination of this Agreement insofar as this is reasonable.

17. Governing Law; Venue

The validity, construction, and performance of this Agreement and Participant’s participation in the Program will be governed by and construed in accordance with the laws of the Netherlands, except as otherwise required by applicable law. Any and all disputes arising out of or related to this Agreement will be exclusively brought before the competent court in Amsterdam, the Netherlands.

18. Notice

Notices provided under this Agreement (a) by Enphase, will be sent to the individual that Participant identifies in the Enphase Installer App as the administrator of Participant’s account; and (b) by Participant, will be sent to legal@enphaseenergy.com.

19. General

(a) Participant will not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Enphase. Any assignment in violation hereof will be void.

(b) This Agreement constitutes the entire agreement between Enphase and Participant, and supersedes all previous communications, course of dealing representations and agreements, whether oral or written, between Participant and Enphase with respect to the subject matter hereof.

(c) No course of dealing or usage of trade may be invoked to modify this Agreement.

(d) The failure by Enphase to enforce at any time any of the provisions of this Agreement will in no way be construed as a waiver of such provisions.

(e) If any provision of this Agreement is unenforceable as written, the remainder of the Agreement will remain in effect and the unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

(f) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement.