LEGAL FRAMEWORK : REV 2026.10-B

Standard Commercial Terms

These Standard Commercial Terms ("Terms") govern all grid interconnection validation, energy storage architecture deployments, and engineering supervisory contracts executed by Helios Grid Systems Inc. By submitting an engineering order or issuing a formal notice to proceed, Client agrees to be bound by these provisions.

1. Scope of Grid Interconnection & Technical Validation

Helios Grid Systems ("Company") delivers grid-scale power integration, harmonic mitigation studies, and telemetry architecture according to the formal Scope of Work (SOW). All technical documentation, dynamic transient stability models (PSCAD/PSS®E), and single-line diagrams remain company intellectual property licensed solely for the specific facility designated in the transaction sheet. Changes to facility capacity or utility interconnection voltage require supplemental engineering work orders.

2. Engineering Feasibility Deposit & Allocation Notice

CRITICAL CLAUSE: Commencement of computational power-flow simulations, substation relay settings, and Regional Transmission Organization (RTO) queue filings requires payment of the non-refundable Engineering Feasibility Deposit. Because dedicated high-voltage engineering hours, computational clusters, and utility liaison blocks are committed immediately upon engagement, this deposit cannot be reimbursed once engineering simulation runs commence. In the event of project abort prior to queue submission, remaining unallocated hours will be reconciled against standard commercial rates ($295/hr) with any balance credited strictly toward future Helios project scopes within 12 calendar months.

3. Hardware Specifications & Compliance Warranties

Company warrants that all Helios-branded supervisory controller assemblies, microgrid synchrophasors, and protective telemetry cabinets conform strictly to IEEE 1547-2018, UL 1741 SB, and NERC CIP cybersecurity guidelines at delivery. Pass-through original equipment manufacturer (OEM) warranties govern all commercial battery cells, bidirectional inverters, and switchgear. Company will assist Client in processing manufacturer claims but expressly disclaims third-party manufacturing liability for non-Helios manufactured modules.

4. Grid Operator Coordination & Permitting Contingencies

Interconnection approval schedules and system upgrade assessments issued by balancing authorities, regional grid operators, and municipal jurisdictions are third-party administrative processes outside Helios direct control. While Company prepares compliant technical data packages and represents Client during utility technical reviews, Helios does not warrant statutory approval timelines. Interconnection study delays or utility-mandated network upgrades do not constitute contractual breach or ground for unilateral termination.

5. Limitation of Liability & Performance Guarantees

To the maximum extent permitted by applicable commercial law, Company aggregate liability arising out of any hardware defect, advisory error, commissioning delay, or operational interruption shall not exceed total fees collected under the specific applicable statement of work during the preceding six (6) month period. In no event shall Company be liable for lost energy revenue, curtailment penalties, utility transmission wheeling surcharges, or consequential punitive damages.

6. Governing Jurisdiction & Dispute Resolution

These Terms shall be interpreted and enforced under the laws of the State of Delaware, without regard to conflicts of law principles. Any dispute arising out of or related to these Terms that cannot be resolved amicably within forty-five (45) days shall be submitted to binding commercial arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules before a single arbitrator with at least ten years experience in energy utility law.

Legal Counsel & Interconnection Desk

Formal notices, contractual inquiries, and queue filings must be transmitted in writing to:

Helios Grid Systems Inc.
Attn: Commercial Contracts & Regulatory Counsel
500 Technology Square, Suite 400
Cambridge, MA 02139
Direct Inquiries: [email protected]