Services Agreement

Last updated: 16 September, 2025

THIS SERVICES AGREEMENT (this “Agreement”) made effective as of the date you agree to this agreement (the “Effective Date”) between the individual who submits their name and email through the Dawn Energy onboarding form (“Customer”) residing at the address provided by customer in the Dawn Energy Onboarding Form (“Customer’s Home”), and Peerless Energy Limited dba Dawn Energy with a head office at 1792 Upper West Avenue, London, Ontario, N6K 0J2 (“Dawn Energy”, and together with Customer, each, a “Party”, and collectively, the “Parties”)

WHEREAS Dawn Energy has the expertise and capacity to provide advisory and coordination support services regarding energy usage and upgrades (the “Services“), as more particularly set forth in Schedule “A” hereto; and

WHEREAS Customer desires to provide Dawn Energy with access to their home energy usage information and for Dawn Energy to review, analyse and retain that information to provide the Services under the terms and conditions hereinafter set forth, and Dawn Energy is willing to perform the Services under the terms and conditions hereinafter set forth.

NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

1. Interpretation

The Parties confirm and agree that the foregoing recitals are true and accurate and are made part of this Agreement.

2. Term

This Agreement shall commence on the Effective Date and shall continue until terminated at the request of either Party as set out at paragraph 13 of this Agreement.  

3. Services

Dawn Energy shall provide some or all of the Services identified at Schedule “A and such other services as are mutually agreed upon between the Parties, in writing, from time to time.

4. Payment

1. Dawn Energy will not charge Customer any fee to provide the Services. 

2. Contractors approached by Dawn Energy on behalf of Customer will enter into separate agreements with Customer regarding their services, including any installations, and regarding the fees payable by Customer to each of those contractors for their services and possible installations.

5. Customer Responsibilities 

In consideration of the provision of the Services by Dawn Energy, Customer shall: 

1. provide Dawn Energy with full access to all information regarding Customer’s Home and the energy usage for Customer’s Home which is deemed to be relevant by Dawn Energy regarding the provision of the Services;

2. allow Dawn Energy, through their authorized agents, to access and to enter Customer’s Home as Dawn Energy may deem necessary to provide the Services. Dawn Energy will contact Customer ahead of entering Customer’s Home and will only access and enter Customer’s Home with explicit permission provided by Customer, which may be withheld, on a visit by visit basis and with Customer having the right to be present for the whole of the visit;

3. notify Dawn Energy regarding any issues regarding Customer’s Home and/or the energy usage for Customer’s Home that may affect the provision of the Services; 

4. authorize Dawn Energy to approach contractors on behalf of Customer to discuss and to coordinate possible energy upgrades and installations for Customer’s Home; and

5. engage with those contractors that are approached by Dawn Energy on behalf of Customer and to review proposals and other information and materials provided by those contractors for Customer and Customer’s Home.

6. Data and Accuracy

1. Dawn Energy will provide recommendations based on data and information obtained from Customer and Customer’s Home, including the energy usage for Customer’s Home. 

2. Dawn Energy does not warrant that the data and information obtained as per section (a) above is complete or accurate or that their recommendations based on that data and information are error-free or suitable for every person or situation.

7. Liability

1. The role of Dawn Energy, vis-à-vis Customer, is to review and to analyse the data and information regarding Customer’s Home and the energy usage for Customer’s Home, to advise Customer in that regard and to possibly coordinate further work and possible installations by a contractor.

2. Without limiting the generality of paragraph (a) above, Dawn Energy does not take any responsibility regarding and will not be held liable for any advice, work, materials, performance, installations and/or outcomes done, provided and/or promised by a contractor for and/or to Customer, including any contractor approached by Dawn Energy on behalf of Customer.

3. Any disputes between Customer and any contractor, including any pertaining to point (b) above and including such disputes involving any contractor approached by Dawn Energy on behalf of Customer, must be resolved between Customer and the contractor and with no involvement on the part of Dawn Energy.

8. Representations, Warranties and Covenant

1. Dawn Energy represents, warrants and/or covenants that:

1. it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;

2. it has the authority under applicable law, and has the required skill, experience and qualifications, to perform the Services; and

3. it shall perform the Services in a professional manner in accordance with generally recognized industry standards for similar services, and in compliance with all applicable laws and regulations.

2. Customer represents, warrants and/or covenants that:

1. it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;

2. it has the authority under applicable law, and has the required time required to fulfill its obligations pursuant to this Agreement, including the contributions outlined at paragraph 4 above.

9. Confidential Information

1. Each of the Parties acknowledge that, during the Term, either Party may create or have access to information that is considered confidential and proprietary by the other Party in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). 

2. Each Party shall treat all Confidential Information as strictly confidential and only use the Confidential Information for the purpose set forth in this Agreement. 

3. Notwithstanding the generality of the foregoing, neither Party shall, without the prior authorization of the disclosing Party, either during the Term or further to Termination:

1. use any Confidential Information for the benefit or purposes of the receiving Party or any other person, company or organization whatsoever; or,

2. disclose any Confidential Information to any person, company or other organization whatsoever.

2. Confidential Information shall not include information that is or becomes generally available to the public or is communicated to the disclosing Party by a third party that had no confidentiality obligations with respect to such information.

3. Notwithstanding the foregoing, Dawn Energy shall have the right to retain the data and information regarding the energy usage for Customer’s Home collected during the Term and to refer to that information for analysis and study purposes.

2. Intellectual Property 

Dawn Energy shall be the sole and exclusive owner of all right, title and interest throughout the world in and to the data and information regarding the energy usage for Customer’s Home, including any reports, policies, strategies and inventions derived from their review and analysis of that data and information, and including all intellectual property rights therein. 

3. Plans, Photographs, Videos

Any plans and photographs/videos of and/or taken at the Customer’s Home shall be the intellectual property of Dawn Energy but will be considered to be Confidential Information and subject to paragraph 9 above. 

4. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (the “Impacted Party”) reasonable control, including, without limitation, the following force majeure events: (a) acts of God, (b) flood, fire, earthquake, tsunami, epidemics, pandemics or explosion, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, (d) government order or law, (e) actions, embargoes, or blockades in effect on or after the date of this Agreement, (f) action by any governmental authority, (g) national or regional emergency, (h) strikes, labour stoppages or slowdowns, or other industrial disturbances, (i) shortage of adequate power or transportation facilities and (j) other similar events beyond the reasonable control of the Impacted Party.

5. Termination

1. During the Term, 

2. the Parties may terminate this Agreement by mutual agreement in writing;

3. either Party may unilaterally terminate this Agreement by providing written notice to the other Party.

2. Effective immediately upon receipt of written notice, and whether termination is mutually or unilaterally agreed upon:

2. Dawn Energy will stop providing their Services to Customer and may revoke Customer’s access to online tools and data integrations previously provided by Dawn Energy to Customer; and

3. Dawn Energy will have no further access to Customer’s Home or the right to collect any new information regarding the energy usage for Customer’s Home and will cease all contact with any contractors previously approached on behalf of and/or by Customer.

6. Miscellaneous

1. Each Party shall, upon the reasonable request of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

2. The Parties acknowledge and agree that the Parties are independent one from the other and neither Party shall act or attempt to act, or represent itself, whether directly or by implication, as partner or joint-venturer of the other Party.

3. This Agreement will be binding on and shall enure to the benefit of the Parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right or benefit of any nature whatsoever. Neither Party may assign this Agreement without the consent of the other Party, which consent may be unreasonably withheld

4. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

5. Any amendment to this Agreement must be in writing and executed by both Parties. No waiver by either Party of any of the provisions hereof shall be effective unless it is set in writing and signed by the waiving Party. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.

6. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Province of Ontario in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

7. All terms and conditions under Sections 7 to 12 and this Section 14 shall survive the termination of this Agreement.

8. Time is of the essence in this Agreement

9. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall apply to the term or provision only to the extent of that invalidity or unenforceability, and shall not affect any other term or provision of this Agreement.

10. This Agreement, together with any schedules hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

11. In the event of a dispute under this Agreement, the Parties shall initially use their respective best efforts to resolve the matter in a fair and reasonable manner. If such dispute cannot be settled by the Parties between themselves, the dispute shall be referred to mediation by a mutually appointed mediator. In the event that the mediation process does not occur or is not successful, the dispute shall be determined by a single arbitrator pursuant to the (Ontario) Arbitration Act, 1991, SO 1991, c 17. The Parties acknowledge and agree that the arbitrator may make such order as it sees fair and reasonable requiring a Party to pay another Party’s costs of such dispute resolution procedures.

12. This Agreement may be executed in counterparts, electronically or otherwise, each of which when so executed and delivered shall be deemed to be an original and together shall constitute one and the same agreement

By checking the box above and submitting this form, you are electronically signing this Agreement and agree to be bound by its terms as of the Effective Date.

SCHEDULE “A” – Scope of Services

1. Advisory Services
Dawn Energy will provide the Customer with advisory and coordination support services regarding residential energy usage and upgrades. These services may include:

• Preparing personalized roadmaps, estimates, and recommendations for energy upgrades;

• Referring the Customer to, and coordinating with, independent contractors to perform installations or related work;

• Supporting the Customer with rebate applications, financing options, or other incentive programs;

• Collecting, analyzing, and interpreting home energy data (including data provided by the Customer, obtained from public sources, or collected through devices such as smart thermostats) to provide ongoing insights.

2. Role of Dawn Energy
Unless expressly agreed otherwise in writing, Dawn Energy is not the installer or contractor of record. All installation work will be performed by independent contractors engaged directly by the Customer under separate agreements.

3. Data and Recommendations
Dawn Energy will use reasonable efforts to provide helpful and accurate recommendations. However, Dawn Energy does not guarantee that any data, estimates, or recommendations are complete, error-free, or suitable for every situation. The Customer remains responsible for verifying information before making final decisions.