Terms and Conditions for USA Energy Monitoring Projects
Delivered by the USA Direct arm of Best.Energy (Best Energy Ltd).
These terms and conditions (“Agreement”) govern the fundamental terms of UK based energy monitoring projects (“Project”) delivered by Best.Energy (“Provider”), to the business or entity (“Client”), utilising the Eniscope technology ecosystem.
Background
The Provider is the developer, manufacturer, and installer of a range of energy monitoring and management solutions which include hardware, firmware and software platforms, in addition to providing a remote Virtual Energy Management (VEM) service comprising a team of energy and data analysts who report proactively on energy consumption and conservation strategies for client companies.
Prior to signing an initial ‘EMaaS’ agreement, Best.Energy has conducted an Energy Efficiency Gap Analysis Survey for the Client and prepared a Gap Analysis Report (GAR) for the facility to indicate causes and shortfalls in the current energy management strategy. This included a lack of effective monitoring and targeting, resulting in substantial energy leaks and inefficiencies that it would be valuable to address.
Service Description
1. The Client has requested that the Provider undertake the following services, as laid out in the Proposal document specifically referenced within the EMaaS agreement, as part of a phased project to assist them with making informed decisions around their energy management strategy:
Phase 1 Survey & Solution Design Triggered on signing of an EMaaS Agreement. | 1. Engineer’s site visit, assessment, and validation of the Proposal. 2. Preparation of a Risk Assessment Method Statement (RAMS), as well as a SoW (Scope of Works) & solution design report. |
|---|---|
Phase 2 Installation & Commissioning Triggered on signing of the lease documentation, issued separately to this Agreement by our finance partner. | [In all projects] 3. Installation and commissioning of Eniscope 8 IoT Hub(s) to accurately monitor all relevant energy parameters, including watchdog systems for remote reactivation. 4. Installation of CTs to measure parameters outlined in the Proposal document. [In most projects, subject to the Proposal in each case] 5. Installation & commissioning of Eniscope Air Sense (Batteries) unit(s) 6. Installation & commissioning of Eniscope Air Temp unit(s) 7. Provision of all necessary wiring, conduit, and connectors for the above 8. 24/7/365 fully manned technical support desk 9. Commissioning and on-boarding of key stakeholders |
Phase 3 Virtual Energy Management Triggered on an active subscription to the VEM service. | 10. Full access to Eniscope Analytics Platform 24/7/365 (“SaaS”). Covered by the terms on this link. 11. Provision of the Virtual Energy Management (“VEM”) service. Covered by the terms on this link. |
1.1 The Provider shall use reasonable skill and care to ensure that all works and services provided under this Agreement are carried out to a good industry standard and in accordance with all relevant laws and regulations.
1.2 The Provider shall promptly remedy any defects or deficiencies in the Project brought their attention by the Client, provided that such defects or deficiencies are within the scope of the Service Description outlined in this Agreement.
Payment
2 A fee structure for the Project was laid out and agreed by the Parties in the EMaaS Agreement, signed before a site survey was conducted and Phase 1 of the Service Description undertaken.
2.1 Fees governing Phase 2 (Installation & Commissioning) of the project shall be payable via a third-party lease agreement. The value of the monthly fee payable against that lease agreement will be in line with the EMaaS Phase 2 fees stated, unless agreed otherwise in writing between the parties.
2.1.1 This relationship is between you, the Client, and the third-party lease finance provider directly. This enables us to provide a cost-effective and ‘cashflow friendly’ monthly fee solution, even for large projects. Please read carefully the lease documentation before entering into the agreement as any disputes or queries will be made directly with that provider.
2.2 Fees governing Phase 3 (Virtual Energy Management) of the project will be as agreed in the EMaaS agreement, unless agreed otherwise in writing. Fees are payable monthly in advance.
2.2.1 The first monthly payment will fall due at the start of the calendar month following the completed installation and commissioning of the on-site equipment that is the subject of the Project. Payment must be made within seven days of the start of each month, to avoid disruption to the service. Best.Energy withholds the right to deny access to the VEM service in the event of non-payment or late payment of fees. Please see the VEM terms at https://best.energy/vem-terms
Client Responsibilities
3 The Client agrees to cooperate with the Provider by providing access to the premises where the Project equipment is to be installed and maintained, as well as any pre-survey and pre-installation information that is reasonably requested from time-to-time by the Provider.
3.1 The Client shall ensure that all necessary permissions, consents, and approvals required for the installation and operation of the Project equipment are obtained.
3.2 The Client is responsible for ensuring that the information provided to the Provider is accurate and complete and shall comply with all reasonable information requests made by the Provider ahead of any survey or installation work.
Cancellation
4 At any time prior to the installation and commissioning of the Eniscope solution, either party will have the right to cancel the Agreement at their absolute discretion. If the Client elects not to proceed with the installation and any additional services after the Site Survey, SoW & Solution Design has been undertaken, then the Client will pay for the Site Survey, SoW & Solution Design fee as outlined and agreed in their EMaaS Agreement.
4.1 Should the Client wish to cancel the service provided under Phase 3 (ie. Virtual Energy Management), this can be requested in writing with a minimum of 28 days’ notice. After this time, the service will cease to be provided and no further charges will be made.
4.1.1 If the Client wishes to continue to have access to the software (Eniscope Analytics), a separate quotation for only this element can be requested from the Provider and will not be unreasonably withheld.
4.2 The Client understands and accepts that the provision of the equipment and installation part of this Project (Phase 2) is financed via a third-party. Any requests for cancellation of these payments must be made to that provider directly and is subject entirely to the terms of their lease agreement.
Confidentiality & Intellectual Property
5 Both parties agree to maintain the confidentiality of all information obtained during the course of the Agreement, including but not limited to data, reports, and proprietary information.
5.1 Any intellectual property rights arising from the Project provided by the Provider shall remain the property of the Provider, unless otherwise agreed in writing.
Independent Contractor
6 Best.Energy will not be construed as an employee of the Client, nor will this Agreement be interpreted as a joint venture or partnership between the two parties.
Limitation of Liability
7 To the extent permitted by law, the Provider’s liability for any losses of damages arising from the Agreement, including negligence, shall be limited to the total fees paid by the Client for the Project.
Governing Law
8 These terms and conditions will be governed by and construed according to the laws of England & Wales.
Entire Agreement
9 This Agreement, the EMaaS agreement, the associated terms and conditions linked from that EMaaS agreement and the proposal document it references constitute the entire agreement between the parties and supersedes all prior agreements, whether written or oral.
Amendments
10 Any amendments to the Agreement must be made in writing and signed by both parties.
--
Signing the EMaaS agreement, which directly references these terms and conditions, means that both parties acknowledge and accept these terms herein contained as part of that agreement.
