Last updated on: October 21st 2024

 

These Terms and Conditions apply from 2024-11-01 targeted to the End-customer.

 

These general terms and conditions (“The conditions”) governs the terms of the Service provided by Emaldo AB, 559470– 6904, (“Emaldo”) or Emaldo Aps, 43724002, (“Emaldo”) according to the agreement between Emaldo and the End-customer. The End-customer's right to use the Service assumes that the End-customer has approved the Agreement including these Terms. The parties are named below individually ”Party" and jointly "The parties".

 

 

1. COMMONLY REFERRED TERMS

1.1
Unless the context or circumstances clearly require otherwise, the following words and terms shall have the meanings set forth below.

1.2
The agreement: The agreement between the Parties, including these Terms and other contractual terms, regarding Emaldo’s Service.

1.3
Network owner: The company with which the End-customer has a valid network connection agreement

1.4
The End-customer: The Party that entered into the Agreement with Emaldo for use of the Service and that owns the Resource that is connected to the Service.

1.5
The Partner acts as a subcontractor to Emaldo, performing specific services such as installation, maintenance, service and/or support under a separate subcontracting agreement with Emaldo and related to the Service. For the sake of clarity, Partner and Installer may be the same contracting party.

1.6
The service: Emaldo's measurement and control service ordered and used by the End-customer. A more detailed description of the parts of the Service that Emaldo provides to the End-customer in accordance with the Agreement appears in the order for the Service and what is described in more detail on Emaldo's website, together with other documentation that the End-customer received about the Service.

1.7
Hardware: The hardware that forms part of Emaldo's measurement and control equipment as above. The hardware typically consists of a computer for operational monitoring, energy data visualization and/or smart control of resources required for the Service to be provided to the End-customer.

1.8
Resource: The facility(s) of renewable energy sources that are connected to the Service such as battery storage.

1.9
Software: Emaldo's software which, among other things, is used for Emaldo's measurement data collection and control of the Resource within the framework of providing the Service.

1.10
Balance manager: The company that has a valid balance responsibility agreement with TSO covering the grid connection for the End-customer.

1.11
Electricity trading company: The company with which the End-customer has a valid electricity trade agreement.

1.12
Commissioning: The time when the Service is available for use by the End-customer.

1.13
VPP: A virtual power plant (VPP) is a system that integrates multiple, possibly heterogeneous, power sources to provide grid power.

1.14
ISP: Imbalance Settlement Period (ISP) is the timeslot when there is a disturbance at the grid and grid balancing service is activated.

1.15
Installer: Service Provider contracted by Emaldo or the End-customer to perform the physical installation of Emaldo's hardware and ensure the setup meets the required specifications for the Service.

 

 

2. ACCESS TO CONTRACTED SERVICE

 

2.1
The End-customer must have access to electricity, and the internet in order for Emaldo to provide the Service.

 

2.2
A functioning internet connection and electricity supply are required for the installation of Emaldo's measuring and control equipment.

 

2.3
The End-customer must have a compatible electricity contract with one of the electricity companies specified at each time on Emaldo's website. Grid Balancing services can be activated only if the End-customers have signed up to preferred/ recommended electricity companies.

 

2.4
To the extent that the Service assumes that the Resource has received approved results in a pre- qualification of support services, such approval is required before the End-customer can access the Service. In such cases, Emaldo shall be responsible and bear the costs of the pre- qualification at TSO.

 

2.5
The End-customer must provide the necessary authorization to Emaldo as the Service requires Emaldo to act on behalf of the Balance Controller, Electricity Trading Company, Local Power Network and/or Network Owner.

 

2.6
A power of attorney drawn up separately by Emaldo and signed by the End-customer authorizes Emaldo to represent the End-customer vis-à-vis the Balance Manager, Electricity Trading Company, Local Power Network and/or Network Owner. The power of attorney shall also include a right for Emaldo to receive compensation on behalf of the End-customer from the Balance Responsible at any time regarding the End-customer's sold flexibility and a right to receive compensation on behalf of the End-customer from another party such as TSO and/or Network Owner.

 

2.7
Power of attorney, which the End-customer needs to sign, will be made available in the Emaldo App when the End-customer signs up for the Emaldo Grid Rewards Program.

 

2.8
If the End-customer changes Electricity Trading Company and/or Balance Responsible during the contract period, the End-customer must inform Emaldo about this and issue a new power of attorney in accordance with this point 3 to the new Electricity Trading Company and/or new Balance Responsible if required.

 

 

3. USE OF THE SERVICE

 

3.1
Through the Agreement, the End-customer receives a non- exclusive right to use the agreed Service during the specified contractual period.

 

3.2
The End-customer may not use the Service or information provided through the Service in violation of law, regulation, authority regulation, industry agreements or the like.

 

3.3
As an End-customer, you may not, directly or indirectly, use Emaldo's products, information, know-how, or other materials or knowledge obtained for the Service in any way that competes with Emaldo's activities or for the service's competitors. The End-customer may therefore not build up corresponding equipment, functions, systems or the like with the help or use of such material, information or knowledge. What has been said now applies both during the contract period and for an unlimited period after the contract   period expires.

 

3.4
An End-customer who, in Emaldo's opinion, is acting in violation of the terms and conditions of the Agreement may be blocked from accessing the Service until the matter has been investigated.

 

3.5
Infringements of Emaldo's intellectual property rights must be reported and reasonable attempts must be made to prevent infringements by the End-customer.

 

 

4. AVAILABILITY OF THE SERVICE

 

4.1
On an average, it takes 3 months (Sweden, Finland) or 2 months (Denmark) for activating grid balancing service from the day the unit has signed up for Grid Rewards in the Emaldo App. These 2 or 3 months are a prerequisite by the TSO for prequalifying the sign-up assets. Emaldo takes the responsibility of prequalifying and registering the asset with the TSO.

 

4.2
In accordance with these Terms, the service is available 24/7/365 to the End-customer.

 

4.3
It is Emaldo's responsibility to consolidate available capacity of the End-customer's unit, build VPP and bid for Balancing Services. Only online units will be consolidated.

 

4.4
The End-customer is responsible for keeping the Emaldo Product connected to an internet connection (online), as offline Emaldo Products will not be part of the Grid Balancing Service for that particular awarded ISP and hence will not receive the payouts for that ISP.

 

5. LOGIN DETAILS COMPETENCE

 

5.1
In the event that it is suspected that unauthorized persons have gained access to the End-customer’s login details (Emaldo App or website login), the End-customer must immediately notify Emaldo.

 

 

6. PAYOUT FOR THE SERVICE AND PAYMENT TERMS

 

6.1
Compensation for the Service is issued from the first day of the following month.

 

6.2
Emaldo has the right to index-adjust the fees paid as compensation for the Service at the beginning of every quarter based on the payout received during the previous quarter.

 

6.3
The payout split is as follows: 70% for the "End-customer," 10% for the "Installer," and 20% for BRP/"Emaldo."

 

6.4
The Split will be applied after all the relevant costs for running the service are covered.

 

6.5
The End-customer's compensation from the Balance Controller, TSO, Network Owner and/or other party is reported to Emaldo, which then reports and pays the End-customer's right to compensation from the Balance Controller, TSO, Network Owner and/or other party, after deducting Emaldo's right to compensation in accordance with point 6.1-6.4 above.

 

6.6
Emaldo is entitled to compensation for the Service, and the End-customer is entitled to compensation from the Balance Manager, TSO, etc., according to point 6.5 above. Emaldo issues a self-invoice to the End-customer each month.

 

6.7
In accordance with point 6.5 above, Emaldo must make the following payment to the End-customer. Emaldo provides compensation 30 days after the end of the respective accounting period (normally monthly). After the Balance Manager, TSO, Network Owner, and/or other party from Emaldo receives the report as described above, the compensation is paid to the End-customer within 30 days. For example, what has been said means that Emaldo's payment of compensation to the End-customer for the June accounting period takes place no later than August 31.

 

6.8
This contract considering payout for the service is solely between Emaldo and the End-customer. The Partner is not a part of this contract or liable to the End-customer in any cases regarding the commissions.

 

 

7. ACCOUNTING MEANS

 

7.1
According to point 2.6 above, Emaldo is required by law to keep the compensation received on behalf of the End-customer separate.

 

 

8. SUBCONTRACTORS

 

8.1
For the fulfillment of the Service towards the End-customer, Emaldo may engage a subcontractor. If Emaldo engages a subcontractor, it is responsible for the work of the subcontractor as well as its own.

 

 

9. SERVICE AND AGREEMENT CHANGES 

 

9.1
As stated in the Agreement, Emaldo reserves the right to adjust the content of the Service if necessary, such as in the event of changes in law, regulation, legal practice, court/authority decisions. A change in the content of the Service may also require Emaldo to adjust the terms of the Agreement. If the terms of the Agreement are changed by Emaldo and another party, such as the Balance Responsible, TSO, or Network Owner, and the changes affect the content of the Agreement, Emaldo has the right to change the terms.

 

 

10. MARKETING ACTIVITIES

 

10.1
For marketing and research purposes, Emaldo has permission to anonymously use End-customer Resource data.

 

 

11. PERSONAL INFORMATION 

 

11.1
During the End-customer's use of the Service and Emaldo's provision of the Service, Emaldo may collect and process the End-customer's personal information, including name, address, contact information, facility ID and any electricity/energy consumption information. In accordance with the Agreement, Emaldo may also process contact information for the End-customer's potential employees and consultants. It is therefore the End-customer's responsibility to inform relevant employees and consultants about this processing of personal data.

 

11.2
The data that Emaldo processes is subject to the data protection regulation and any other legislation, legal practice, and general advice that may be applicable to Emaldo concerning personal data at any given time. A copy of Emaldo's privacy policy can be found on the company's website at https://emaldo.com.

 

 

12. RELEVANT INFORMATION ABOUT RESOURCES

 

12.1
Detailed information about Resources' exact position will only be provided to subcontractors and other actors who are required to provide the Service to Emaldo.

 

12.2
In the case where Emaldo is required to disclose the information by a court/authority decision, law, regulation, or equivalent, what has just been said shall not apply.

 

 

13. SERVICE SUPPORT AND ERRORS

 

13.1
When an error occurs in the Service, the End-customer must report the error to the Partner employed by Emaldo with whom they registered their interest, ordered and installed the Emaldo's Service. In addition, End-customer questions regarding the service and warranty also apply.

 

13.2
For the purpose of avoiding ambiguity, Emaldo has contracted a Partner to provide first-line support for the Service. For all questions relating to support, warranty, or errors in the Service, the End-customer should contact the Partner with whom he or she has consulted during installation.

 

13.3
The following reasons may prevent the End-customer from receiving rectification of errors:

A. End-customer's negligent actions or breach of these Terms are not attributable to Emaldo, or
B. the circumstances beyond the control of Emaldo or the Partners employed by Emaldo.

 

 

14. SUPPORT SERVICES DISCLAIMER IN THE EVENT OF UNAVAILABILITY

 

14.1
It is Emaldo's responsibility to cover any fees incurred by the Balance Manager and/or TSO in the event of unavailability of support services. Indirect costs, such as lost bids, bid buyback costs and End-customer's online connectivity issues while providing the service, are excluded.

 

14.2
In order to clarify, any fees as stated above resulting from an unavailability of support services must be paid by Emaldo regardless of what is stated in point 15.

 

14.3
Emaldo is exclusively responsible for using the End-customer Resource data for these purposes accordingly. Therefore, the Partner is not in any case liable for any complaints made by the end End-customer concerning these types of marketing activities.

 

 

15. LIMITATION OF LIABILITY

 

15.1
Each party is liable for damage caused by negligence on the part of the other party.

 

15.2
Emaldo does not accept liability for any consequential damages.

 

15.3
There is no liability for indirect or pure property losses on the part of Emaldo.

 

15.4
Emaldo is not liable for any interruptions, delays, or damages in fulfilling its obligations under the Agreement if such events result from circumstances beyond Emaldo's control or that of its engaged Partners. These circumstances include, but are not limited to, data breaches, data sabotage, equipment failures (excluding Emaldo's Product), actions or omissions by authorities, sanctions, sabotage, strikes, labor disputes, uprisings, wars, hostilities or acts resembling war, invasions, revolutions, military coups, mobilizations, unexpected military drafts, terrorism, the use of nuclear, chemical, or biological weapons of mass destruction, epidemics, pandemics, virus outbreaks, natural disasters, severe weather, accidents, fires, explosions, currency restrictions, new or amended legislation, power outages, or interruptions or delays in external networks, mobile, telephone, or internet connections, or other facilities essential for Emaldo's ability to provide the Service.

 

15.5
If circumstances beyond Emaldo's control prevent or significantly impede Emaldo's ability to fulfill its obligations under the Agreement, Emaldo shall be released from these obligations and any penalties associated with non-fulfillment. Should Emaldo seek to invoke this exemption as outlined in clause 15, it must promptly notify the End-customer. If such circumstances persist for more than one month, Emaldo reserves the right to terminate the Agreement with immediate effect.

 

15.6
Emaldo’s liability towards the data that Emaldo possesses is exclusively Emaldo’s, as determined by the data controller's responsibilities under the GDPR. The Partner does not have any liability regarding the data that Emaldo collects, possesses and/or uses.

 

 

16. TERMS FOR TERMINATION

 

16.1
There is a mutual notice period of three (3) weeks within which the Agreement becomes effective after its signing and until further notice.

 

16.2
It is necessary to terminate the Grid Rewards Agreement by completing the “Terminate” functionality in the Emaldo App.

 

16.3
In the following cases, a party may terminate the Agreement immediately:

A. in the event that the other Party fails to materially fulfill its obligations under the Agreement, and does not take corrective action within 30 days of receiving a written request for correction,
B. when the other Party goes bankrupt or is otherwise unable to meet its obligations, or
C. during pre-qualification, if the Resource is not approved, and this is required to provide the Service.

 

16.4
The Agreement may also be terminated immediately by Emaldo if:

A. Insufficient functionality of the Resource causes unavailability and interruptions in the delivery of support services and/or frequency regulation to TSO,
B. if clause 15.5 above is met, termination is possible, or
C. End-customers start or conduct activities that compete with Emaldo.

 

16.5
This Agreement terminates the rights and obligations of the Parties, including the right of the End-customer to use the Service and the possibility of receiving compensation via the Service. As part of Emaldo's engagement with its Partners, the End-customer is also aware that the Hardware set up by Emaldo at the End-customer's Resource may be disassembled and uninstalled if the conditions are met.

 

16.6
In addition to what has been said above, the End-customer may, in accordance with the applicable law, terminate the Agreement until termination with a specified notice period.

 

 

17. AFTER THE SERVICE IS TERMINATED

 

17.1
For statistical purposes, Emaldo has the right to save statistics and consumption data generated as part of the Service without limitations.

 

17.2
Upon termination of the Agreement, in addition to what is stipulated in this clause 17, clauses 3.3, 10, 15 and 19 shall continue to apply.

 

 

18. ASSIGNMENT

 

18.1
The Agreement may not be assigned by either Party without the other Party's consent. The Agreement may, however, be assigned to any of Emaldo's group companies.

 

 

19. DISPUTES

 

19.1
Disputes arising under the Agreement will be resolved primarily through negotiation between Emaldo and the End-customer.