Legal
This agreement governs the Heat-as-a-Service arrangement between Intelligent Resource Management Limited and each registered Customer.
This JustHeat® Heat-as-a-Service Operating Solution Agreement ("Agreement") is made on the date of the Customer's electronic activation.
Provider: Intelligent Resource Management Limited, a company incorporated in England and Wales with company number 07427927 and registered office at Clos Fferws Parc Hendre Capel Hendre, Ammanford, Carmarthenshire, Wales, SA18 3BL ("Provider").
Customer: The landlord or property owner who has completed the online activation process and accepted this Agreement electronically ("Customer").
Property: The property address specified during activation ("Property").
1.1 The Customer is the owner and/or landlord of the Property.
1.2 The Property contains a heating system incorporating electric heating panels, controls, sensors, monitoring equipment and associated software infrastructure (the "Heating System").
1.3 The Provider specialises in the operation, optimisation, monitoring and management of heating systems and related energy efficiency services and may utilise affiliated service providers, technology providers and regulated counterparties in connection with delivery of the Services.
1.4 The Parties wish to enter into a Heat-as-a-Service style arrangement pursuant to which the Provider shall remotely operate, monitor, optimise and maintain the Heating System in order to assist the Customer in achieving agreed comfort, operational, energy efficiency and compliance outcomes in relation to the Property.
1.5 The Parties acknowledge that:
In this Agreement:
"Control Platform" means the Provider's remote monitoring and optimisation software platform, including connected thermostats, sensors, gateways and associated software systems.
"Comfort Parameters" means the target heating and environmental operating ranges configured by the Provider for the Property from time to time.
"Heat-as-a-Service" or "HaaS" means the provision of heating operation, monitoring, optimisation and comfort management services under this Agreement.
"Property" means the property address specified during the Customer's activation.
"Services" means the services described in Clause 3.
3.1 The Provider shall make available some or all of the following Services from time to time, as reasonably required for operation and optimisation of the Heating System:
3.2 The Provider shall use reasonable skill and care in performing the Services.
3.3 The Provider shall be entitled to remotely access and modify the operation of the Heating System where reasonably necessary for the delivery of the Services.
3.4 The Customer acknowledges that the extent and frequency of operational intervention, optimisation activities and monitoring undertaken by the Provider may vary from time to time depending on system requirements, occupancy patterns, operational conditions and the nature of the Services being provided.
4.1 The Customer acknowledges and agrees that the Provider shall actively operate and optimise the Heating System through the Control Platform.
4.2 The Provider may:
4.3 The Customer acknowledges that operation of the Heating System may vary depending on occupancy patterns, external weather conditions, building performance, electricity supply and other external factors.
4.4 The Customer shall ensure that Occupiers do not intentionally interfere with or disable the Control Platform or associated control equipment.
5.1 The Provider may configure and optimise the Heating System with the objective of maintaining the Property within agreed Comfort Parameters.
5.2 Initial Comfort Parameters shall be agreed between the Parties during commissioning and are set out in Schedule 1.
5.3 The Parties acknowledge that the Services are intended to provide comfort optimisation rather than guaranteed fixed temperatures at all times and under all conditions.
6.1 The Customer and/or Occupier shall remain solely responsible for procuring energy supply to the Property from an energy supplier of its choice.
6.2 The Provider is not acting as an energy supplier and does not resell energy under this Agreement.
6.3 All energy charges remain payable directly by the Customer and/or Occupier to the relevant energy supplier.
7.1 The Customer shall:
7.2 The Provider shall not be responsible for any interruption to the Services caused by:
7.3 The Customer acknowledges that continuous connectivity to the Control Platform is a fundamental requirement of the Services and the Heat-as-a-Service operational arrangement.
7.4 Where connectivity to the Control Platform is interrupted, disabled or unavailable for a continuous period exceeding 14 days:
8.1 In consideration for the Services, the Customer shall pay the Provider a fixed monthly service fee as stated at the time of activation, plus VAT where applicable.
8.2 The service fee covers the provision of the Services only and does not include energy consumption charges.
8.3 The Provider may review the service fee annually upon giving the Customer not less than 30 days' written notice.
9.1 The Customer acknowledges that the Provider may collect and process operational data relating to:
9.2 The Provider may use such data for:
provided that any personal data shall be processed in accordance with applicable data protection laws.
9.3 The Customer acknowledges that the Services may generate operational efficiency and emissions reduction data associated with optimisation of the Heating System.
9.4 To the extent permitted by law, any environmental attributes, emissions reductions, carbon benefits, efficiency credits or similar rights arising specifically from the optimisation and operation of the Heating System by the Provider as part of the Services shall vest in and belong to the Provider.
9.5 The Customer shall retain ownership of the Heating System and all energy procured for use at the Property.
10.1 During the Term, the Provider may provide reasonable maintenance support from time to time where reasonably required for operation of the Services.
10.2 The Provider may coordinate repair or replacement of faulty components where reasonably necessary.
10.3 This Agreement is separate from any manufacturer's product warranty.
10.4 The Services under this Agreement extend beyond warranty support and include the active operation and optimisation of the Heating System.
11.1 This Agreement shall commence on the date of the Customer's activation and continue for an initial term as stated at the time of activation unless terminated earlier in accordance with this Clause.
11.2 Either Party may terminate this Agreement:
11.3 Upon termination:
12.1 The Provider shall not be liable for:
12.2 Nothing in this Agreement shall exclude liability for fraud, death or personal injury caused by negligence or any liability which cannot lawfully be excluded.
12.3 The Customer acknowledges that the Services are intended to support optimisation and operational management of the Heating System and do not constitute a guarantee that the Property will remain suitable for occupation or compliant with any statutory housing standards at all times.
12.4 The Services are provided on a reasonable endeavours basis and the Provider shall have discretion as to the nature, timing and extent of operational interventions undertaken in connection with optimisation of the Heating System.
13.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter.
13.2 No variation to this Agreement shall be effective unless made in writing and signed by both Parties.
13.3 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
13.4 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising under this Agreement.
13.5 The Provider may subcontract or delegate performance of any part of the Services to affiliated companies, regulated entities, service providers or technology partners, provided the Provider remains responsible for overall coordination of the Services.
The Provider may operate and optimise the Heating System with the objective of maintaining a comfortable residential environment within the Property while minimising energy consumption and operating cost.
The Heating System may normally be operated with the objective of maintaining an occupied temperature range stated at the time of activation, subject to external weather conditions, occupancy, ventilation, customer behaviour and fair usage assumptions.
Default occupied hours will be those stated at the time of activation. These may be modified remotely by the Provider or locally by the occupier within permitted limits.
The Customer acknowledges that the Provider may remotely adjust schedules, optimise operating cycles, introduce setback temperatures, limit excessive consumption, temporarily suspend operation in unused zones, and otherwise operate the Heating System to improve efficiency and system performance.
Occupiers may locally adjust temperatures within the limits stated at the time of activation. The Provider may override settings outside these ranges where reasonably required for system optimisation or protection.
The Service assumes normal residential occupancy, reasonable ventilation behaviour, windows and doors not being left open for extended periods during heating operation, and no material alteration to the Property fabric without notification.
The Provider may continuously monitor system performance, temperatures, operating patterns and energy usage for the purpose of comfort optimisation, maintenance, carbon reporting, EPC support and operational improvement. The operational data generated through the Services may be used to support EPC assessments and regulatory compliance activities.