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For Green Voltis Virtual Power Plant (VPP) Services 

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1. Definitions and interpretations 

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1.1 Defined Terms 

In the Service Agreement and these General Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings set out below: 

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"Agreement" means the Service Agreement between Green Voltis and the Asset Owner, including all Annexes and these General Terms and Conditions. 

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"Applicable Law" means any law, statute, regulation, rule, code, order, or directive of any governmental authority applicable to the Parties or the subject matter of this Agreement. 

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"Asset Owner" means the entity identified as such in the Service Agreement. 

 

"Confidential Information" means any information disclosed by one Party to another Party in connection with this Agreement that is marked as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. 

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"Effective Date" means the date on which the Service Agreement comes into effect. 

 

"Force Majeure Event" means any event beyond the reasonable control of a Party that prevents or delays that Party from performing its obligations under this Agreement, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, strikes, lockouts, government actions, and severe weather conditions. 

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"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances. 

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"Gross Revenue" has the meaning given in the Service Agreement.  

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"Net Revenue" has the meaning given in the Service Agreement. 

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"Party" means a party to the Agreement, and "Parties" shall be construed accordingly. 

 

"Renewable Energy Assets" means the renewable energy generation equipment and associated infrastructure installed at the Site, as more particularly described in the Service Agreement. 

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"Service Provider" means Green Voltis Sweden AB. 

 

"Services" means the VPP services to be provided by the Service Provider under the Agreement, as described in the Service Agreement. 

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"Site" means the location where the Renewable Energy Assets are installed, as more particularly described in the Service Agreement. 

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"Term" means the duration of the Agreement, as specified in the Service Agreement. 

 

"VPP" means Virtual Power Plant, a system that integrates several types of power sources to give a reliable overall power supply. 

 

1.2 Rules of Interpretation 

 

In the Agreement, unless the context otherwise requires: 

 

1. References to Sections, Schedules, and Annexes are to sections of, and schedules and annexes to, the Agreement; 

2. References to a person include an individual, company, partnership, joint venture, association, organization, trust, state, or agency of a state; 

3. References to any Applicable Law include references to such Applicable Law as amended, extended, consolidated, or replaced from time to time; 

4. Words importing the singular include the plural and vice versa, and words importing a gender include every gender; 

5. The headings are for convenience only and do not affect interpretation; 

6. References to "including" or "includes" shall be deemed to be followed by the words "without limitation"; 

7. References to writing include any mode of reproducing words in a legible and non- transitory form; 

8. References to "month" or "monthly" shall be to calendar months; 

9. References to times of day are to Stockholm, Sweden time; 

10. The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of that agreement shall not apply. 

 

2. DETAILED STAKEHOLDER RESPONSIBILITIES 

 

2.1 Service Provider Responsibilities 

 

2.1.1 General Responsibilities 

a. Providing the Services in accordance with the agreed service standards and applicable laws and regulations;  

b. Ensuring that all services are performed by qualified personnel with appropriate skills, experience, and qualifications;  

c. Obtaining and maintaining all necessary permits, licenses, and authorizations required for the performance of the Services;  

d. Complying with all applicable laws, regulations, and industry standards in the performance of the Services;  

e. Providing regular reports to the Asset Owner regarding the performance of the Services and the operation of the Site;  

f. Implementing and maintaining appropriate health, safety, and environmental management systems;  

g. Maintaining accurate records of all activities performed under this Agreement; 

h. Promptly notifying the Asset Owner of any issues, incidents, or events that may affect the performance of the Services;  

i. Managing relationships with other stakeholders involved in the operation of the Site;  

j. Implementing and maintaining appropriate quality assurance and quality control procedures;  

k. Ensuring the confidentiality of the Asset Owner's information;  

. Providing technical support and expertise as required for the efficient operation of the Site. 

 

2.1.2 Technical Responsibilities 

a. Monitoring the performance of the Renewable Energy Assets;  

b. Implementing and maintaining the VPP platform and associated systems;  

c. Ensuring secure and reliable communication with the Renewable Energy Assets;  

d. Optimizing the participation of the Renewable Energy Assets in various markets;  

e. Implementing appropriate cybersecurity measures;  

f. Ensuring compliance with grid connection requirements;  

g. Managing and coordinating with market operators and grid operators;  

h. Providing technical training and support to the Asset Owner's personnel as required. 

 

2.1.3 Commercial Responsibilities 

a. Managing the participation of the Renewable Energy Assets in energy markets;  

b. Optimizing revenue generation from the Renewable Energy Assets;  

c. Managing and administering the revenue sharing model as described in the Service Agreement;  

d. Providing regular financial reports to the Asset Owner;  

e. Identifying and pursuing opportunities for additional revenue streams;  

f. Managing relationships with energy purchasers and market operators;  

g. Ensuring compliance with market rules and regulations;  

h. Implementing strategies to mitigate market risks;  

i Providing market intelligence and analysis to the Asset Owner. 

 

2.2 Asset Owner Responsibilities 

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2.2.1 General Responsibilities 

a. Providing the Service Provider with access to the Site and the Renewable Energy Assets as required for the performance of the Services;  

b. Providing the Service Provider with all necessary information, documentation, and data required for the performance of the Services;  

c. Cooperating with the Service Provider in the performance of the Services;  

d. Promptly responding to requests for information or approvals from the Service Provider;  

e. Complying with all applicable laws, regulations, and industry standards in relation to the ownership of the Renewable Energy Assets;  

f. Maintaining appropriate insurance coverage for the Renewable Energy Assets;  

g. Promptly notifying the Service Provider of any issues, incidents, or events that may affect the performance of the Services;  

h. Ensuring the confidentiality of the Service Provider's proprietary information;  

i. Making timely payments to the Service Provider in accordance with the terms of this Agreement;  

j. Participating in regular review meetings with the Service Provider. 

 

2.2.2 Technical Responsibilities 

a. Ensuring that the Renewable Energy Assets are maintained in good operating condition;  

b. Providing the Service Provider with all technical documentation related to the Renewable Energy Assets;  

c. Ensuring that the Renewable Energy Assets are properly insured against damage, loss, and third-party liability;  

d. Approving major repairs or replacements as recommended by the Service Provider;  

e. Funding capital expenditures for upgrades or replacements as agreed with the Service Provider;  

f. Ensuring that the Site complies with all applicable environmental regulations and requirements;  

g. Maintaining ownership of all permits and licenses related to the ownership of the Renewable Energy Assets. 

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2.2.3 Commercial Responsibilities 

a. Providing the Service Provider with all necessary financial information related to the Renewable Energy Assets;  

b. Reviewing and approving financial reports provided by the Service Provider;  

c. Participating in strategic decisions related to the commercial operation of the Renewable Energy Assets;  

d. Ensuring compliance with tax obligations related to the ownership of the Renewable Energy Assets;  

e. Maintaining appropriate accounting records related to the ownership of the Renewable Energy Assets;  

f. Reviewing and approving the distribution of revenue in accordance with the revenue sharing model described in the Service Agreement. 

 

2.3 Land Owner Responsibilities (if applicable) 

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2.3.1 General Responsibilities 

a. Granting and maintaining the necessary land rights and access to the Service Provider and Asset Owner;  

b. Ensuring that the land complies with all applicable zoning laws and environmental regulations;  

c. Cooperating with the Service Provider and Asset Owner in obtaining and maintaining necessary permits;  

d. Promptly notifying the Service Provider and Asset Owner of any issues affecting the use of the land;  

e. Refraining from activities that may interfere with the operation of the Renewable Energy Assets;  

f. Maintaining the land in a condition suitable for the operation of the Renewable Energy Assets. 

 

2.4 Sales Partner Responsibilities (if applicable) 

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2.4.1 General Responsibilities 

a. Marketing and promoting the Renewable Energy Assets and their output to potential customers;  

b. Identifying and pursuing sales opportunities for the energy produced;  

c. Negotiating and securing power purchase agreements and other sales contracts;  

d. Maintaining relationships with existing customers and developing relationships with potential new customers;  

e. Providing regular sales reports to the Service Provider and Asset Owner. 

 

2.5 Operations Partner Responsibilities (if applicable) 

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2.5.1 General Responsibilities 

a. Collaborating with the Service Provider in the day-to-day operation of the Renewable Energy Assets;  

b. Providing operational expertise and resources as required;  

c. Implementing and maintaining appropriate health, safety, and environmental management systems;  

d. Providing regular operational reports to the Service Provider and Asset Owner;  

e. Promptly notifying the Service Provider and Asset Owner of any operational issues. 

 

3. REPRESENTATIONS AND WARRANTIES 

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3.1 Service Provider Representations 

The Service Provider represents and warrants that: 

a. It is a company duly incorporated and validly existing under the laws of Sweden;  

b. It has the full power, authority, and legal right to enter into and perform its obligations under this Agreement;  

c. This Agreement constitutes a legal, valid, and binding obligation on it;  

d. It has the necessary skills, experience, and resources to provide the Services;  

e. It holds all necessary permits, licenses, and authorizations required for the performance of the Services;  

f. It shall perform the Services in accordance with Good Industry Practice and all Applicable Laws;  

g. It shall comply with all applicable health, safety, and environmental regulations;  

h. It shall not infringe any intellectual property rights or other rights of any third party in the performance of the Services. 

 

3.2 Asset Owner Representations 

The Asset Owner represents and warrants that: 

a. It is a company duly incorporated and validly existing under the laws of Sweden;  

b. It has the full power, authority, and legal right to enter into and perform its obligations under this Agreement;  

c. This Agreement constitutes a legal, valid, and binding obligation on it;  

d. It has good and marketable title to the Renewable Energy Assets or the right to use them for the purposes contemplated in this Agreement;  

e. It holds all necessary permits, licenses, and authorizations required for the ownership and operation of the Renewable Energy Assets;  

f. It shall comply with all Applicable Laws in relation to the ownership and operation of the Renewable Energy Assets;  

g. It shall not infringe any intellectual property rights or other rights of any third party in relation to the Renewable Energy Assets. 

 

3.3 Other Stakeholder Representations 

Each other stakeholder (if applicable) represents and warrants that: 

a. It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;  

b. It has the full power, authority, and legal right to enter into and perform its obligations under this Agreement;  

c. This Agreement constitutes a legal, valid, and binding obligation on it;  

d. It holds all necessary permits, licenses, and authorizations required for the performance of its obligations under this Agreement;  

e. It shall comply with all Applicable Laws in the performance of its obligations under this Agreement;  

f. It shall not infringe any intellectual property rights or other rights of any third party in the performance of its obligations under this Agreement. 

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4. LIABILITY AND INDEMNIFICATION 

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4.1 Limitation of Liability 

a. No Party shall be liable to any other Party for any indirect, special, incidental, or consequential damages arising out of or in connection with this Agreement, including but not limited to loss of profit, loss of revenue, loss of business, or loss of opportunity, even if advised of the possibility of such damages. 

b. The total aggregate liability of the Service Provider to the Asset Owner and other stakeholders under or in connection with this Agreement shall not exceed 100% of the total fees paid to the Service Provider in the 12 months preceding the event giving rise to the liability. 

c. The total aggregate liability of the Asset Owner to the Service Provider and other stakeholders under or in connection with this Agreement shall not exceed 100% of the total value of the Renewable Energy Assets. 

d. The limitations of liability in this Section 4.1 shall not apply to:  

e. Liability arising from fraud, gross negligence, or willful misconduct;  

f. Liability for death or personal injury caused by negligence;  

g. Liability that cannot be limited or excluded under Applicable Law;  

h. Liability arising from breach of confidentiality obligations;  

j. Liability arising from infringement of intellectual property rights. 

 

 

4.2 Indemnification Obligations 

a. The Service Provider shall indemnify and hold harmless the Asset Owner and other stakeholders from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:  

b. Any breach by the Service Provider of its obligations, representations, or 

warranties under this Agreement;  

c. Any negligent act or omission of the Service Provider in the performance of the Services;  

d. Any infringement of intellectual property rights or other rights of any third party by the Service Provider in the performance of the Services;  

e. Any violation of Applicable Law by the Service Provider in the performance of the Services. 

f. The Asset Owner shall indemnify and hold harmless the Service Provider and other stakeholders from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:  

g. Any breach by the Asset Owner of its obligations, representations, or warranties under this Agreement;  

h. Any negligent act or omission of the Asset Owner in relation to the ownership and operation