Terms and Conditions for UK Energy Monitoring Projects
Delivered by the UK Direct arm of Best.Energy (Best Energy Ltd).
Previous version - 03 2021 to 13.07.2025 available here.
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 the potential for 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 part of a project to assist them with making informed decisions around their energy management strategy:
| Installation, Commissioning & Software Access | Triggered on signing of the lease documentation or other financial documentation governing payment for the project. In all projects:
In many projects, subject to the Proposal document specification:
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|---|---|
| Virtual Energy Management | Triggered on an active subscription to the VEM service.
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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 to 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. This fee structure remains in effect, unless varied in writing between the parties.
2.1 Fees governing ‘Installation, Commissioning & Software Access’ shall typically 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.
2.1.1 If a third-party lease is signed as part of this Agreement, then it is understood that this relationship is between the Client and the third-party lease finance provider directly. Best Energy Ltd is not responsible for resolving disputes related to lease terms.
2.2 Fees governing ‘Virtual Energy Management’ will be as agreed in the EMaaS agreement, unless agreed otherwise in writing. Fees are payable monthly in advance. No service will be provided until the first fee payment is settled.
2.2.1 The first monthly payment will fall due at the start of the calendar month following completed installation and commissioning. Payment must be made within seven days to avoid disruption. Access may be withheld for late or non-payment. Please refer to the 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 delivery of the Eniscope solution, either party will have the right to cancel the Agreement at their absolute discretion.
4.0.1 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.
4.0.2 If the Client has already signed a third-party lease agreement at the time of cancellation, then cancellation of this Agreement only extends to matters under the direct control of Best Energy Ltd. The Client understands and agrees that they are bound by the terms of the lease agreement, including with regards to early termination, with regards which Best Energy Ltd has no direct control.
4.1 Should the Client wish to cancel the Virtual Energy Management service, this is subject to the terms available at https://best.energy/vem-terms which are confirmed and agreed on signing of the EMaaS document.
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.
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.
Third-Party Products & Services
7 The Provider shall not be liable for any defects, malfunctions, or failures of any third-party products, equipment, or services integrated into or used in conjunction with the Project, including but not limited to wiring, conduit, connectors, or any other components not manufactured directly by Best.Energy. The Client acknowledges that the Provider's responsibility is limited to the proper installation and commissioning of its own Eniscope technology ecosystem as described in this Agreement. Any claims or disputes arising from such third-party products or services shall be directed to the respective third-party provider or manufacturer.
Limitation of Liability
8 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.
Force Majeure
9 A Force Majeure event refers to an event or circumstance beyond the reasonable control of the Provider, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, or strikes, that prevents the Provider from performing its obligations under this Agreement. If a Force Majeure event occurs, the Provider shall notify the Client promptly and shall be excused from performance of its obligations for the duration of such event, provided that the Provider makes all reasonable efforts to mitigate the impact of the Force Majeure event and to resume performance as soon as practicable. The Provider shall not be liable for any delay or failure in performance caused by a Force Majeure event.
Governing Law
10 These terms and conditions will be governed by and construed according to the laws of England & Wales, as will the SaaS and VEM terms linked within.
Entire Agreement
11 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
12 Any amendments to the Agreement must be made in writing and signed by both parties
Signing the Project Plan (Solution Design) document, which directly references these terms and conditions, means that both parties acknowledge and accept these terms as part of that agreement.
