Terms and Conditions for Virtual Energy Management (VEM) Service
Last Updated: 14.07.2025
Previous Version: 09 2024 to 13.07.2025 available here.
These Terms and Conditions ("Agreement") govern the use of the Virtual Energy Management (VEM) Service ("Service") provided by Best.Energy (Best Energy Ltd) ("Provider") to the business or entity ("Client") that engages in the Service. By accessing and using the Service, the Client agrees to be bound by these Terms and Conditions.
1. Service Description
1.1 The Virtual Energy Management Service involves the analysis of energy data in the Cloud by a team employed by the Provider. That energy data will originate from Best.Energy’s proprietary equipment, installed on site at the Client’s facility. This equipment may include, but is not limited to, the Eniscope IoT Hub and an array of ‘Eniscope Air’ ancillary IoT devices.
1.2 The Provider will use its expertise to identify areas where the Client can save energy and provide recommendations accordingly. The identification process may include a visit or visits to the facility, for which reasonable access will be provided by the Client.
1.3 The Provider will deliver the recommendations to the Client in a clear and understandable format, either through a web-based interface, email, PDF reports or other agreed-upon means.
2. Data and Information
2.1 The Client agrees to provide the necessary energy data and information required for the analysis process, including but not limited to utility bills, usage data, facility information, and any other relevant data.
2.2 The Client retains full ownership and responsibility for the accuracy and completeness of the data and information provided.
2.3 The Provider will treat the Client's data and information as confidential and will not disclose it to any third party without the Client's consent, except as required by law. The Provider will implement reasonable technical and organizational measures to protect the Client's data and information against unauthorized access, disclosure, alteration, or destruction. The Provider will comply with applicable data protection laws and regulations concerning the processing of Client data.
2.4 Data produced by the Provider’s proprietary equipment, installed at the facility, will be owned by the Client, but the Provider will retain an irrevocable license to use, store and process it at their discretion.
2.5 All intellectual property rights related to the Service, including but not limited to the software, algorithms, methodologies, reports (excluding Client-owned data), and any improvements or modifications thereto, shall remain the exclusive property of the Provider. The Client is granted a non-exclusive, non-transferable license to use the Service solely for its internal business operations in accordance with this Agreement.
3. Recommendations
3.1 The recommendations provided by the Provider are based on the analysis of the available data, the expertise of the human team and the proprietary AI tools they will utilise in the course of providing the Service. However, the Provider cannot guarantee the effectiveness or accuracy of the recommendations.
3.2 The Client acknowledges that the implementation of the recommendations is at their own discretion and risk. The Provider shall not be liable for any loss or damages arising from the implementation or non-implementation of the recommendations.
3.3 The Client acknowledges and agrees that the Provider's ability to provide the Service effectively is dependent upon the Client's timely and accurate provision of all requested data and information, including access to facilities as needed. Any delays or inaccuracies attributable to the Client's failure to meet these responsibilities may impact the Service's effectiveness and the Provider's ability to identify energy savings opportunities, and shall not be grounds for breach of this Agreement by the Provider.
4. Limitation of Liability
4.1 The Provider and its employees shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising from the use or inability to use the Service, including but not limited to loss of profits, data, or business opportunities.
4.2 The Provider's liability, if any, arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Provider for the Service during the three (3) months preceding the event giving rise to the liability.
5. Termination
5.1 Either party may terminate this Agreement by providing written notice to the other party, within 28 days' notice.
5.2 Upon termination, the Client will no longer have access to the Service, and the Provider will cease providing the Service to the Client - including the Guarantee provisioned below.
5.3 The Client understands that terminating this Service (VEM) has no impact on the state of the agreement with regards to Hardware. If the hardware is paid for under a separate third-party asset lease, that lease will continue regardless of Service termination.
6. Guarantee
6.1 A Guarantee may be offered by the Provider to the Client. The percentage level of guarantee against the annual costs associated with the installation will be agreed in a separate ‘EMaaS’ (Energy Management as a Service) agreement, signed before the commencement of the Service and may be varied by written addendum.
- 6.1.1 The level agreed will set a ‘threshold’ for the Guarantee. The value of annualised energy savings opportunities identified within the project must exceed this threshold, in order to meet the Guarantee.
- 6.1.2 The costs associated with the installation shall include payments made by the Client to cover the original hardware specified for the project at the outset, as well as the software and service components. These costs will be clearly stated in the EMaaS Agreement. Costs for the purpose of calculating the Guarantee threshold shall not include any further costs beyond those detailed in the EMaaS Agreement, including but not limited to the costs of additional energy conservation measures (ECMs) and the costs of executing against any recommendations made during the course of the Service.
6.2 Any Guarantee offered is dependent on the Client continuing to pay, and being up to date with, the VEM fee stated in that EMaaS agreement. Failure to pay this fee will immediately void the Guarantee and the Provider will be under no obligation to reach any given target threshold of savings identified.
6.3 The Guarantee is further subject to the Client appointing a knowledgeable Energy Champion as primary liaison and providing when asked, in a timely manner, the pertinent contextual information on each asset under monitoring.
6.4 Should the Client take independent action within the duration of the Service which has not yet been recommended as part of the Service, and should this action result in measurable energy savings, those energy savings shall count towards the threshold of the Guarantee of total energy savings opportunities identified.
6.5 Progress reported against any Guarantee shall use for the purpose of calculating the value of energy savings identified either the tariff information at the time the Service commenced, or the most recent energy tariff information for the Client at the time of reporting, whichever is the higher in value.
6.6 The Provider shall include in its identification of energy savings opportunities any fair and reasonable recommendations, including, where appropriate, recommended strategies that require an additional capital outlay at a reasonable payback period.
- 6.6.1 What constitutes a reasonable payback period may be agreed in writing between the parties under separate cover or, in the absence of a written agreement, shall be considered to be a payback period of ten years or less
- 6.6.2 The inclusion of a recommendation against the Guarantee threshold shall be made on the basis that it is fair and reasonable. In order to be fair and reasonable, the recommendation must be genuinely viable on site, without unduly compromising the smooth running of the Client’s business.
- 6.6.3 A recommendation that is fair, reasonable and viable for implementation on site shall be counted against the Guarantee threshold, regardless of whether the Client intends to implement that recommendation.
- 6.6.4 If the Client believes that a recommendation that has been included against the Guarantee threshold is not fair and reasonable, they must submit a written breakdown of why this recommendation is not viable at their facility - evidenced as necessary to establish non-viability beyond reasonable doubt. This breakdown must be received before the activation window, in order to be considered in the event of any Guarantee activation. If the recommendation is found to be not fair and reasonable, it shall not be included against the Guarantee threshold.
6.7 Should the total amount of kWh paid for via the grid on the Client's site materially change due to the introduction of renewable energy methods (eg. solar), this shall not have an impact on the value of the energy savings opportunities identified - which will continue to be valued in line with clause 6.5 above.
6.8 Should the amount of kWh consumed materially change for any other reason - eg. a significant change in occupancy or the replacement or removal of high-usage equipment - the consumption profile taken during the baselining period will be the one used to calculate progress against the guarantee. The guarantee was calculated and committed to at the outset of the project, so must remain against conditions identified at the outset.
6.9 Should the Client wish to claim against the Guarantee, this can be achieved by submitting a claim in writing within the activation window - defined as a period of 20 business days following the completion of each 12 months after the final day of the completed install. The Provider shall have 30 days following receipt of a written claim, validly provided within the window, to provide a final summary report of their position against the Guarantee with regards to identified energy saving opportunities.
6.10 Should the Client trigger the Guarantee within the activation period, and should the position against the Guarantee threshold be negative, the Provider will make a payment within 31 days to cover the deficit.
7. Confidentiality
7.1 The Client agrees to keep confidential any proprietary or confidential information disclosed by the Provider during the provision of the Service.
7.2 The Provider agrees to keep confidential any proprietary or confidential information provided by the Client during the provision of the Service.
8. Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in accordance with the laws of United Kingdom.
8.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of United Kingdom.
9. Entire Agreement
9.1 This Agreement constitutes the entire understanding between the Provider and the Client and supersedes all prior agreements, whether written or oral, relating to the Service. By using the Service, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.
10. Force Majeure
10.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
11. Fees & Payment Terms
11.1 All fees for the Service shall be as specified in the separate EMaaS Agreement. Payments are due within 14 days of the invoice date. Late payments may be subject to interest at a rate of 6% per annum above the Bank of England base rate at the time or the maximum rate permitted by law, whichever is lower. The Provider reserves the right to suspend the Service for non-payment until all overdue amounts are paid in full.
12. Non-Solicitation of Employees
12.1 During the term of this Agreement and for a period of twenty four (24) months thereafter, the Client agrees not to solicit for employment or engage as a consultant any employee of the Provider who has been directly involved in providing the Service to the Client, without the prior written consent of the Provider.
