EfficiencyOne (“E1”) and Nova Scotia Power Incorporated (“NSPI”) are commencing an innovative electric water heater direct load control program (the “Program”) to explore demand response and load shifting program development. E1 is looking for customers in your area who are interested in having a water heater controller (the “Controller”) installed on or near their electric resistance water heater. For the duration of the Program, NSPI shall have primary control of the Controller, including occasionally and temporarily powering on or off the water heater. The Program will run until November 1, 2022, or when E1 and NSPI deem the Program complete. The Controller will remain in the Home unless the customer chooses to have the Controller removed as per the guidelines set out below.
An installer will be sent to your house, and will install one of the following devices, depending on availability and suitability for your house:
•Aquanta water heater controller, Model # AQ-CA-E200C-LS, cellular communication
•Aquanta water heater controller, Model # AQ-CA-E100-ESL-LS, wi-fi communication
•Shifted Energy water heater controller, Model # Ara / APHW-02A, cellular communication
1.Participation. By signing this Agreement, the Customer agrees to be a participant in the Program which involves the installationof the Controller in the Home. The Controller is to be installed in the Home and will include all equipment required in order forthe Controller to run effectively (the “Equipment”). Equipment may include wiring, sensors, a mounting bracket, or othermaterials necessary for the proper installation and operation of the Controller as identified by the installer. The Customer shallreceive an incentive of $20 in the form of a Tim Horton’s gift card for participating in the Program for the full year. Incentives willbe sent by December 31, 2022.
2.Installation. E1 will provide all labour and materials for installation of the Equipment.
1.ELIGIBILITY: E1 reserves the right to refuse to install the Equipment, including where: i) the proposed installation siteis unsafe and/or impractical; and ii) where the Home is deemed unsuitable by E1/NSPI for participation in theProgram.
2.INSTALLATION: E1’s installer shall ensure the Equipment can be installed in a convenient and safe location withinthe Home.
3.LIABILITY: The Customer acknowledges that the Equipment must be installed as directed by the manufacturer of theEquipment and will be connected to the Home’s electrical system. By accepting installation of the Equipment, theCustomer agrees that neither E1/NSPI nor its installer shall be liable for any damages that are caused as a result ofany modifications to the Equipment or the Home, or as a result of the Customer’s negligence (including negligence ofany household member, agents, servants, employees, tenants, licensees, invitees, or independent contractors). Forthe term of the Program, E1 shall be responsible for damages relating to the installation of the Equipment andmanufacturer’s defects. Once the Program has concluded, E1 shall no longer be liable for any damages whatsoeverand the Customer shall bear sole responsibility for the Equipment.
4.SALE OF HOUSE: In the event the Customer sells or vacates the Home for any reason during the term of theProgram, the Controller will remain at the Home, and the Customer shall be responsible to notify E1 of a change ofownership. The new homeowner shall be required to execute a new agreement with E1 in order to continue in theProgram, as described in Paragraph 20 below.
5.MOVING EQUIPMENT: If the Customer chooses to make any renovations or modifications to the Home that wouldrequire temporary disconnection, relocation or reinstallation of the Equipment, any costs associated with such workwill be at the Customer’s sole cost.
3.Maintenance, Repair and/or Replacement. E1 will provide any regular service updates and maintenance of the Equipmentduring the term of this Agreement. The Customer will promptly notify E1 if other maintenance or repair of the Equipment isneeded, particularly as described in Paragraph 4.3 below. Following such notice, and within a reasonable time, E1 will makenecessary repairs during regular service hours. The cost for the repair(s) shall be the responsibility of E1 unless repairs orreplacement are due to: a) damage or other equipment failure due to causes beyond E1’s control including, but not limited to,repairs necessary due to the negligence of the Customer or of their household members, agents, servants, employees,tenants, licensees, invitees, or independent contractors; b) the Customer’s breach of this Agreement, abuse, vandalism, theft,
fire, flood, or other insurance risks; c) any unauthorized modifications or alterations to the Equipment; or d) any defect in materials, suitability, workmanship or design of the materials associated with the Equipment that were not provided for or installed by E1 under this Agreement. In no event shall E1 be responsible for the repair or maintenance of any equipment or any other matter that was not a part of E1’s installation of the Equipment. Once the Agreement has concluded, regular service updates, maintenance and any other operational requirements for the Equipment shall be the responsibility of the Customer.
4.Access and Care. The Customer agrees that they will:
1.Provide unobstructed access to the Equipment, including access to the electrical panel in the Home, to E1/NSPI, itsinstallers, representatives, employees and agents for necessary maintenance, repair, removal, and exchange, asapplicable. E1/NSPI will provide at least 24 hours’ notice of an on-site visit, other than in the case of an emergency;
2.At all times take reasonable care of the Equipment and ensure that no combustible, hazardous or flammablematerials are used or stored in the vicinity of the Equipment; and
3.Immediately contact E1 in the event of any damage to the Equipment or in the event that the Customer notices anyunusual activity related to the Equipment.
Further, the Customer agrees that they will not:
4.Permit removal, relocation, alterations, or repair of or tampering with the Equipment without the written permission ofE1; and
5.Allow any third party to access the Equipment or the Customer Application described in Paragraph 13 below for thepurposes of retrieving Data.
5.Confidentiality. Confidential information is defined as all terms of this Agreement, all information about the Equipment and allinformation related to the business or products not generally known to the public. The Customer agrees not to disclose anyData to any third party, or to otherwise disclose any Confidential Information related to the Customer’s participation in theProgram in any forum (such as, for example, social media platforms) without E1/NSPI’s permission.
6.Program Costs. E1 agrees that costs associated with the Program, including without limitation, E1 labour, the Equipment and related costs, will be borne by E1.
7.Controller Communication. If the customer has been provided a Wi-Fi communicating controller, the Customer shall also beresponsible to maintain a reliable Wi-Fi internet connection with the Customer’s internet provider to the Controller and takereasonable steps to reconnect the Controller to the same reliable Wi-Fi internet connection if connection is lost, for theduration of the Program.
8.Term. The term of this Agreement shall run until November 1, 2022 or until E1/NSPI deems the Program complete (the”Term”), which shall commence from the date of this Agreement first written above. At the end of the Term, the Equipment willbe transferred to the Customer in accordance with Paragraph 9 below.
9.Ownership Transfer. If the Customer elects to leave the Equipment in the Home upon expiry of the Term, and provided thatthe Customer is not in default under this Agreement, ownership of the Equipment will automatically transfer from E1 to theCustomer upon expiry of the Term. The Customer agrees that: (a) the Equipment will be transferred to the Customer “as is”with no warranties, express or implied, from E1/NSPI and the Customer will assume sole responsibility for the Equipment; and(b) the Customer will enter into and deliver such further agreements, assurances or things as may be necessary to transferownership of the Equipment to the Customer. Unless otherwise expressly provided in this Agreement, once the Term hasexpired this Agreement shall terminate and will be of no further force and effect, excepting any clauses which expresslysurvive termination, and E1/NSPI will have no further obligations to the Customer or in relation to the Equipment.
10.Termination. E1/NSPI may cancel the Program and terminate this Agreement at any time, or otherwise terminate thisAgreement for the Customer’s failure to comply with any provision of this Agreement. The Customer may elect to terminate
this Agreement prior to the expiry of the Term for any reason without penalty. Upon termination, E1/NSPI will have the Equipment powered off, and the water heater will resume normal operation. Upon termination, E1/NSPI has the right, but not the obligation, to disconnect the Equipment, remove the Equipment and/or pursue any other remedies at law. E1/NSPI’s failure to exercise these rights is not a waiver of default or any future default.
11.Request for Removal. If requested by the Customer within 30 days of the termination, E1/NSPI will arrange for theEquipment be removed from the Home at no charge to the Customer. If the customer elected to terminate this agreement priorto the expiry of the Term, E1/NSP reserve the right to postpone removal to align with the expiry of the Term. The Customershall permit for the admittance of an E1/NSPI installer to the Home for the purpose of removing the Equipment. The Customeracknowledges that no repairs to interior surfaces will be made by the E1/NSPI installer following removal of the Equipment.
12.Ownership of Equipment. Unless ownership of the Equipment has transferred to the Customer as described in Paragraph 9above, the Equipment shall be and remain the property of E1 and shall not be or become fixtures and/or part of the saidHome. For greater certainty, the Equipment shall remain property of E1 even though it may become affixed to the Home. TheEquipment shall not form or be part of any security or be encumbered under any mortgage, charge, lien, or otherencumbrance of any kind or nature whatsoever of the Home or of anything therein contained; nor shall the Equipment of E1 beliable to be seized for arrears or taxes, or under execution, bankruptcy proceeding or other legal process against theCustomer.
13.Data. During the Term, E1/NSPI will be collecting data, including usage data, related to the Home’s water heating system andits connection to the Equipment (the “Data”). The Data will be transmitted through the equipment manufacturer’s system toE1/NSPI (the “E1/NSPI Connection”) via the use of the Customer’s Wi-Fi or a cellular connection. E1/NSPI and theequipment manufacturer are the owners of the Data. Depending on the equipment installed, some Customers will be providedwith access to certain portions of the Data (the “Shared Data”) via a customer application (the “Customer Application”). TheCustomer acknowledges that her or his participation in the Program serves as consent to the collection of her or his personaland other information by E1/NSPI, subject to E1’s and NSPI’s privacy policies (which can be accessed athttps://www.efficiencyns.ca/privacy-policy/ and https://www.nspower.ca/privacy-statement), and Aquanta’s Terms of Serviceand privacy policy (which can be accessed at https://portal.aquanta.io/views/signup.shtml#terms andhttps://aquanta.io/privacy-policy/), allowing the Data to be released to E1/NSPI.
14.Surveys and Feedback Requests. During the term, E1/NSP will be requesting customer feedback and testimonials throughsurveys and/or feedback requests. The Customer shall be responsible to complete customer feedback and testimonialsrequested by E1/NSP.
15.Equipment Control. The Customer acknowledges that NSPI will have control of the Equipment at all times during the Term,save any periods of network outage, via the E1/NSPI Connection. NSPI will exercise control of the Equipment to power on andoff the water heater.
16.Program Changes. The Program is subject to change by E1/NSPI from time to time during the Term. E1/NSPI shall providereasonable notice to the Customer of such changes.
17.Collection of Personal Information. The Customer’s personal information as contained in this Agreement and any relateddocumentation is collected by E1/NSPI for the purpose of assessing the Customer’s ongoing suitability to participate in theProgram and evaluating the Program, and shall be used only for that purpose or a consistent purpose. E1/NSPI will notknowingly share your personal information with third parties without your permission. The Customer acknowledges that her orhis participation in the Program serves as consent to the collection of her or his personal and other information by theequipment’s manufacturer, being either Aquanta Inc. or Shifted Energy Inc., subject to Aquanta’s Terms of Service and privacypolicy (which can be accessed at https://portal.aquanta.io/views/signup.shtml#terms and https://aquanta.io/privacy-policy/) forthe duration of the Term. If the Customer has any questions about the collection or use of her or his information, they maycontact Melissa Ellis using the contact information provided above.
18.Liability. E1/NSPI shall not be liable for any direct, indirect, special or consequential damages to any persons or property inconnection with NSPI’s supply of electricity to the Customer (including any interruption or disconnection thereof). E1/NSPIassumes no risk and shall not be liable for any property damage or personal injury resulting from an act of God or fromaccidents, negligence or other actions of any person not employed by E1/NSPI.
19.Warranties. Except as expressly stated herein, or as provided by the manufacturer or installer of the Equipment, to the extentpermitted by law, any warranties or guarantees provided under applicable legislation are hereby excluded.
20.Sale of Home. A sale or transfer of the Home shall be considered an early termination of this Agreement by the Customerunless the Customer arranges for the Equipment to be relocated to the Customer’s new property or organizes for thetransferee to take over the Agreement. The transferee will be required to sign a new agreement with E1/NSPI in order for thetransfer to be effective. E1/NSPI will permit the transferee of the Home to assume the Customer’s rights and obligations underthis Agreement, effective from the date of sale or transfer, provided that:
1.The Customer notifies the transferee in the sale or transfer agreement that the Equipment is owned by E1 and issubject to this Agreement;
2.The Customer notifies E1 30 days in advance of the sale or transfer of the transferee’s name and intended date ofsale or transfer;
3.The Customer notifies E1 30 days in advance of the sale or transfer of the address and telephone number where theCustomer can be contacted after the date of sale or transfer;
4.The transferee agrees in writing to assume the Customer’s obligations under this Agreement; and
5.The Customer consents to the disclosure of this executed Agreement to the transferee and authorizes E1/NSPI torespond to information requests relating to this Agreement made by or on behalf of the transferee.
21.Notices and Communications. For regular communications between the parties, each party will contact the other partyusing the email address or telephone number provided, except:
1.Where written notice is required by this Agreement each party will contact the other party using the other party’s emailaddress provided; or
2.In the event of an emergency, the Customer will contact E1 using E1’s telephone number provided above.
Either party may change its email address or phone number by email to the other party. Any notice given by email will be conclusively deemed to have been received when the recipient acknowledges having received the email.
22.Default Notices. Any demand or notice related to any default under this Agreement by the Customer may be made or given tothe Customer by the email address provided above. Any demand or notice related to any default under this Agreement byE1/NSPI may be made or given to E1/NSPI by email (Melissa Ellis, info@efficiencyns.ca).
23.Joint and Several. If more than one person is named as Customer, each person is individually liable, and all are collectivelyliable, for all obligations imposed on the Customer by this Agreement.
24.Gender. This Agreement shall be read and construed with all the changes of gender and number of the party or partiesreferred to in each case as required by the context.
25.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,executors, legal representations, administrators, successors and assigns. The Customer agrees that no affirmation,representation or warranty by any agent, employee, or representative of E1/NSPI or its installer(s) shall bind E1/NSPI or beenforceable by the Customer unless it is specifically included in this Agreement. This Agreement may not be waived, altered ormodified except by written agreement of both of the parties. This Agreement contains the entire Agreement between theparties.
26. Responsibility Statement. E1/NSPI agrees that any services to be performed by E1/NSPI as provided for in this Agreement will be performed in accordance with recognized professional standards.
27. Clauses Surviving Termination. Any indemnification, ownership and confidentiality provisions in this Agreement shall survive any termination of this Agreement.
28. Invalidity of Provision. The invalidity or unenforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severable from the remainder of this Agreement.
29. Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute on single document.
30. Electronic Signature. This Agreement may be signed by electronic signature and shall have the same force and effect as a handwritten signature.