HEAT-AS-A-SERVICE OPERATIONS AGREEMENT

This Heat-as-a-Service Operations Agreement ("Agreement") is made on the date of electronic activation between: 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"); and the Customer who has completed this online activation process and accepted this Agreement electronically ("Customer"); in relation to the property address specified during activation ("Property").

1. Background

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:

1. the operational and optimisation services provided under this Agreement form part of an integrated Heat-as-a-Service arrangement involving active monitoring, operational management and comfort optimisation of the Heating System;
2. occupants and/or tenants of the Property may interact locally with the Heating System within agreed operating parameters;
3. the Provider shall retain operational and optimisation control of the Heating System through the Control Platform; and
4. the purpose of this Agreement is to provide an ongoing heating operations and comfort optimisation service, and not merely a product warranty or passive maintenance arrangement.

2. Definitions

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. Services

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:

1. remote operation and active management of the Heating System;
2. configuration and optimisation of heating schedules, setpoints and operating parameters;
3. monitoring of system performance, operational status, internal temperatures and energy usage;
4. remote diagnostics, fault detection and operational intervention where reasonably required;
5. optimisation of the Heating System with the objective of maintaining agreed Comfort Parameters while improving operational efficiency;
6. software, firmware and control updates;
7. maintenance support and coordination relating to the Heating System and associated control infrastructure;
8. collection and analysis of operational data for performance monitoring, EPC support, carbon reporting and system optimisation purposes;
9. provision of reasonable support to the Customer in relation to EPC and MEES compliance associated with the Heating System; and
10. arrangement of an initial EPC assessment for the Property following commissioning.

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. Heating System Operation

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:

1. adjust heating schedules;
2. modify operating temperatures and setpoints;
3. optimise heating cycles and system response;
4. remotely switch system zones or operational modes on or off; and
5. undertake other operational interventions reasonably required for the delivery of the Services.

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. Comfort Parameters

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. Energy Supply

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. Connectivity and Access

7.1 The Customer shall:

1. ensure that the Heating System and Control Platform maintain continuous internet connectivity sufficient to enable remote monitoring, operation and optimisation by the Provider;
2. use reasonable endeavours to ensure that any Occupier of the Property does not alter, replace or disable internet connectivity or connected control devices without notifying the Provider;
3. permit the Provider reasonable access to the Property for installation, commissioning, inspection, maintenance or repair purposes; and
4. use reasonable endeavours to ensure Occupiers cooperate with the Provider in relation to operation of the Heating System.

7.2 The Provider shall not be responsible for any interruption to the Services caused by:

1. internet failure;
2. power outage;
3. interference with the Control Platform by the Customer, Occupier or third parties; or
4. failure of third-party communication systems.

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:

1. the Provider may suspend some or all of the Services;
2. the Provider shall no longer be responsible for optimisation or operational management of the Heating System during such period;
3. any EPC, MEES or regulatory treatment associated with the operational Heat-as-a-Service arrangement may be affected; and
4. the Provider may require recommissioning of the Heating System prior to reinstatement of the Services.

8. Service Fee

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. Data Collection and Usage

9.1 The Customer acknowledges that the Provider may collect and process operational data relating to:

1. energy usage;
2. internal temperatures;
3. heating patterns;
4. equipment performance;
5. occupancy-related operation; and
6. environmental and carbon performance metrics.

9.2 The Provider may use such data for:

1. operation and optimisation of the Heating System;
2. maintenance and diagnostics;
3. EPC, MEES and regulatory support purposes;
4. carbon accounting and reporting; and
5. aggregated analytical and service improvement purposes,

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. Maintenance and Warranty

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. Term and Termination

11.1 This Agreement shall commence on the date of the Customer's activation and continue for an initial term of 10 years unless terminated earlier in accordance with this Clause.

11.2 Either Party may terminate this Agreement:

1. upon material breach by the other Party which remains unremedied for 30 days following written notice; or
2. immediately where the other Party becomes insolvent; or
3. where connectivity to the Control Platform has been unavailable for a continuous period exceeding 30 days.

11.3 Upon termination:

1. the Provider may disable remote optimisation functionality;
2. the Customer and/or Occupiers may continue to operate the Heating System independently;
3. all unpaid fees accrued prior to termination shall become immediately due;
4. the Provider may notify any relevant EPC assessor or certification body that the Heat-as-a-Service operational arrangement has ceased; and
5. the Provider may withdraw or require reassessment of any EPC-related documentation, assumptions or inputs associated with the Services following termination.

12. Limitation of Liability

12.1 The Provider shall not be liable for:

1. increased energy costs resulting from changes in energy tariffs;
2. failure to achieve specific EPC ratings or regulatory outcomes;
3. interruption caused by internet failure, power outage or third-party systems; or
4. failure of the Property fabric, insulation or unrelated building systems.

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. General

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.

Schedule 1 — Comfort Optimisation Parameters

1. Service Objective. 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.

2. Target Comfort Range. The Heating System may normally be operated with the objective of maintaining occupied temperature range 15°C – 22°C.

3. Occupancy Hours. Default occupied hours: Monday–Friday: 06:00–09:00 and 17:00–22:00, and Weekends: 08:00–22:00. These may be modified remotely by the Provider or locally by the occupier within permitted limits.

4. Optimisation Rights. 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.

5. User Adjustment Limits. Occupiers may locally adjust temperatures within the following limits: minimum 15°C and maximum 22°C. The Provider may override settings outside these ranges where reasonably required for system optimisation or protection.

6. Fair Usage. 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.

7. Monitoring. 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.