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...
2.4 Data produced by the Provider’s proprietary equipment... will be owned by the Client, but the Provider will retain an irrevocable license to use, store and process it.
2.5 All intellectual property rights related to the Service... remain the exclusive property of the Provider...
3. Recommendations
3.1 The recommendations... are based on the analysis of available data, the expertise of the human team, and proprietary AI tools...
3.2 Implementation is at the Client’s own risk. The Provider is not liable for resulting losses or damages.
3.3 Timely provision of accurate data and facility access is essential for effective service delivery.
4. Limitation of Liability
4.1 The Provider shall not be held liable for direct, indirect, incidental, special, or consequential damages...
4.2 Liability is limited to the total fees paid by the Client in the three (3) months prior to the issue arising.
5. Termination
5.1 Either party may terminate this Agreement with 28 days' written notice.
5.2 Upon termination, access to the Service ends and the Guarantee is no longer valid.
5.3 Hardware lease agreements, if separate, remain unaffected by Service termination.
6. Guarantee
6.1 A Guarantee may be offered as defined in the EMaaS agreement...
- 6.1.1 Guarantee threshold is based on identified energy savings exceeding annualised installation costs.
- 6.1.2 Only initial project costs (hardware, software, service) are considered...
6.2 Guarantee is void if the Client fails to pay the VEM fee.
6.3 Client must appoint an Energy Champion and provide required contextual info.
6.4 Independent savings by the Client may count toward Guarantee threshold.
6.5 Higher of baseline or current tariff used to calculate savings.
6.6 Recommendations with up to a 10-year payback are valid if viable...
6.9 Claim must be submitted in writing within 20 business days after each 12-month cycle.
6.10 If valid and under threshold, the Provider pays the deficit within 31 days.
7. Confidentiality
7.1 The Client agrees to keep confidential any proprietary or confidential information disclosed by the Provider.
7.2 The Provider agrees to keep confidential any proprietary or confidential information disclosed by the Client.
8. Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in accordance with UK law.
8.2 Disputes will be resolved exclusively in UK courts.
9. Entire Agreement
9.1 This Agreement supersedes all prior agreements relating to the Service.
10. Force Majeure
10.1 Neither party shall be liable for delays or failure caused by circumstances beyond their control...
11. Fees & Payment Terms
11.1 Fees are defined in the EMaaS Agreement. Payment is due within 14 days of invoice. Late payments may incur interest. The Provider may suspend the Service until payment is received.
12. Non-Solicitation of Employees
12.1 The Client agrees not to solicit or hire Provider employees involved in the Service for 24 months after termination, without written consent.
