Best - Energy Licence Agreement: Standard Terms & Conditions of Appointment V1.7 - Created 06th October 2021

Best Energy Ltd - Standard Terms & Conditions of Appointment - v1.
7 - Created 06th October 2021
Best.Energy Licence Agreement
Standard Terms & Conditions of Appointment

V1.7 - Created 06th October 2021
Presented by Best Energy Ltd
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Best Energy Ltd - Standard Terms & Conditions of Appointment - v1.7 - Created 06th October 2021
Southview House, St Austell Enterprise Park, Cornwall PL25 4EJ - +44 (0) 1726 871 040
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An Agreement
IS MADE BETWEEN:
(1) Best Energy Ltd. a company registered in England under number 08718604, whose office is at
Southview House, St Austell Enterprise Park, Cornwall PL25 4EJ, United Kingdom, hereinafter
referred to as “the company” for the one part and: -
(2) The person, persons or company, hereinafter referred to as “the Licensee”, or “partner” named
in the licence agreement entered into and signed by the partner which is subject to these
Standard Terms of Appointment
WHEREAS:
(A) The Company is the developer, manufacturer and/or provider of various products and business
solutions used in the field of energy saving and business efficiency.
(B) The Company has agreed to appoint the Licensee as its partner in the Territory for certain of its
products as defined in the Terms and Conditions contained herein, subject to the Licensee
achieving the reasonable Minimum Sales Target defined below.
IT IS AGREED as follows:
1. Definitions
In this agreement, unless the context requires otherwise, the following expressions shall have
the following meanings:
“ Courseware Products” those of the Products which are by their nature related to
training course content and material and including methodology
provided by the Company and used by the Licensee in the
course of their business;
“ Initial order” the Licensee's initial order for the items, as part of the initial
business establishment pack as referred to in the Licence
Agreement and set out in either schedule 3 or 4 of these
Standard Terms, which are provided to the Licensee upon
payment of the initial fee;
“ Initial Fee” the amount paid by the Licensee to the Company upon granting
the Product Licence and Distribution Agreement as set out in
the licence agreement:
“ Schedule of payments” any amount of ongoing regular payments, which the Licensee
has, or at any time in the future may agree to make to the
Company for future development and support;
“ Intellectual Property patents, trademarks, service marks, registered designs, Rights”

applications for any of the foregoing, copyright, database,
know-how, confidential information, trade or business names
and any other similar protected rights in any country;
“ Invoice Price” in relation to the purchase of any of the Products, the amount
invoiced by the Company to the Licensee excluding VAT and
any other taxes, duties or levies and any transport and
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insurance charges included in such invoice;
“the Network” a collection of Licensees around the world collaborating with the
Company under Agreements similar to this, providing a
distribution network for Best.Energy’s Products.
“ Products” the Hardware Products, Software Products, Courseware

Products, Services and Product Training described in Schedule
1 and such other products as the parties may agree in writing
from time to time;
“ Product Documentation” the operating manuals and other literature accompanying the
Products for use by end-users;
“ Minimum Sales Target” A sales obligation on the Licensee of £3,000 GBP per quarter.
Sales in this context are defined as any purchase by the
Licensee from the Company’s range of products and services
available at the time. This includes both physical items and
intangibles - like Software as a Service (SaaS), engineering
services, design services and so on - but does not include
shipping.
“ Software Products” those elements of the of the Products which are computer
software;
“ Territory” the territory in which the Licensee is granted by the Company to

conduct business for the sale of the products;
“ Virus ” any thing or device (including any software, code, file or

programme) which may: prevent, impair or otherwise adversely
affect the operation of any computer software, hardware or
network, any telecommunications service, equipment or network
or any other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any programme or
data, including the reliability of any programme or data (whether
by re-arranging, altering or erasing the programme or data in
whole or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses and other
similar things or devices;
“ Vulnerability “ a weakness in the computational logic (for example, code) found

in software and hardware components that when exploited,
results in a negative impact to the confidentiality, integrity, or
availability, and the term Vulnerabilities shall be construed
accordingly.
2. Appointment
2.1. The Licensee shall perform their obligations under this Agreement in accordance with all
reasonable instructions, which the Company may give the Licensee from time to time.
The Company appoints the Licensee and the Licensee agrees to provide a Distribution
outlet for the Company’s products.
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2.2. The Licensees appointment shall commence only after written acceptance by the
Company following the submission of a signed Licence Agreement subject to all the
terms having been met and payment of the initial fee to the Company.
2.3. The Licensee shall not be entitled to assign any of its rights or obligations under this
agreement without the written approval of the company.
2.4. The Licensee shall not be entitled to any priority of supply of the Products over the
Company's other Licensees but the Licensee will be entitled to an allocation of production
and delivery not worse than in sequence of delivery of orders to the Company.
2.5. The Licensee represents and warrants to the Company that it has the ability and
experience to carry out the obligations assumed by it under this agreement and it has
used due diligence in assessing the business potential, and taken appropriate advice as
may be necessary.
3. Duration
3.1. The Licence agreement shall commence on the date of the Agreement for an initial period
of five years and shall continue for successive periods of five years unless and until
terminated by the licensee by giving to the Company not less than three months written
notice, but shall be subject to earlier termination by the company following a serious
breach of any of its terms as provided in this Agreement.
4. Sale and Purchase of the Products

4.1. The provisions of Schedule 2 shall apply forthwith.
4.2. If there shall be any inconsistency between the provisions of Schedule 2 and the other
provisions of this Licence Agreement, then the latter shall prevail.
5. Training
5.1. The Company shall provide training in the use, installation and maintenance of the
Products for the Licensee's personnel.
5.2. Any additional training required by the Licensee at the Licensee’s premises shall be
provided by the Company in accordance with its standard scale of charges in force from
time to time (subject to the provisions of Schedule 2 paragraph 2.1).
5.3. The Licensee shall offer training and support for the Products to all its customers and
shall use its reasonable endeavours to persuade them, where relevant, to complete
appropriate training in accordance with the Company's minimum recommendations from
time to time.
5.4. The Company may provide face-to-face training programmes at locations around the
world from time-to-time, and will provide digital (virtual) training each month. The
Licensee agrees to attend face-to-face training a minimum of once per twelve month
period where it is made available during that period, and digital training a minimum of
once per quarter.
5.4.1.In the event that a new training programme, product or service is introduced by the
Company, the Licensee agrees and is obligated to attend or complete any and all
accompanying training - face-to-face or digitally provided - for that programme,
product or service within a maximum of 90 days from its introduction.
6. Licensee's Obligations
The Licensee shall:

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6.1. in all ways act loyally to the Company and use their best endeavours to promote and
extend the sale of the Products,
6.2. use due diligence and good professional judgement to ensure that all client equipment is
properly surveyed and the Products are installed only on suitable applications.
6.3. promptly inform the Company of any facts or opinions of which the Licensee becomes
aware which are likely to be relevant to the commercial exploitation of the Products in the
Territory and which are either advantageous or disadvantageous to the interests of the
Company;
6.4. clearly trade under their own identity and at no point trade as, or appear as, the Company
or its direct representative;
6.5. market themselves and their services to a professional standard, including creation and
maintenance of the following in good order;
6.5.1.Good quality website, including thorough representation of at least one product from
the Company’s suite of products and including a clear, explicit reference to the
Licensee being a ‘Best.Energy Global Partner’.
6.5.2.Up-to-date and attractive personal and company LinkedIn profiles, including explicit
reference to the Licensee being a ‘Best.Energy Global Partner’.
6.6. engage positively with the marketing efforts of the Company, including on third-party
platforms like LinkedIn, Capterra, Google Business and others as from time to time utilised
by the Company. All Licensees are expected to follow the Best.Energy LinkedIn company
page and engage regularly with the content.
6.7. meet the Minimum Sales Target stated in this agreement under ‘1. Definitions’. No
Minimum Sales Target will be required during the remainder of the Company’s financial
quarter within which this agreement is dated, nor within the first six months thereafter.
6.7.1.performance against the Minimum Sales Target will be assessed over a rolling
twelve-month period. Failure to meet the cumulative obligation on this basis will
result in a period of one month from the date of lapse as ‘grace’, within which the
Licensee must settle in full the outstanding amount to meet the Minimum Sales
Target obligation across that twelve-month period.
6.7.2.failure to meet the requirements of 6.7.1 will result in immediate termination of this
contract by the Company. Another form of partnership or license may be offered by
the Company to the Licensee at this stage, at the sole discretion of the Company.
6.8. at all times conduct its business in a manner which will reflect favourably on the Products
and on the good name and reputation of the Company;
6.9. permit the Company to use their image, and that of their employees, in order to further the
Best.Energy brand and the success of the network via case studies and other marketing
materials, strategies and assets. This permission shall be inferred by this Agreement for
any and all projects conducted under the scope of this Agreement, unless expressly
withdrawn in writing by the Licensee;
6.9.1.the Licensee further agrees to use their best endeavours to gain agreement from
clients for the creation and publication of case study and video features which are
deemed by the Company to be valuable to the Network.
6.10. during the course of this Agreement and for a period of two years thereafter, not to
approach any other company or individual within the Network of ‘partners’ operated by the
Company, to which access is provided by this Agreement, for any purpose whatsoever that
could be interpreted as being to the detriment of the Company or its interests - including,
but not limited to, promoting a competitive product or service, promoting an alternative
license arrangement or network, procuring confidential information or starting a rival
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network or license arrangement in the same or similar market sector;

6.11.not by itself or with others knowingly participate in any illegal, deceptive, misleading or
unethical practices which may be detrimental to the Products, the Company or the public
interest;
6.12. if any dispute shall arise between the Licensee and any of its customers in respect of
the Products (or their installation or maintenance) promptly inform the Company and
comply with all reasonable directions of the Company in relation thereto;
6.13. at all times employ a sufficient number of full-time technical support and sales staff having
sufficient training and expertise properly to display, demonstrate, sell and instruct
customers in the installation and use of the Products and capable of addressing customer
enquiries and needs regarding the Products;
6.14. at all times maintain adequate demonstration facilities for the Products and maintain such
stocks of the Products as may be necessary to meet its customers' requirements.
6.15. supply to the Company such reports, returns and other information relating to orders and
projected orders for the Products as the Company may from time to time reasonably
require, with regard to the Licensee’s business activities performed under this Agreement,
which in the reasonable opinion of the company may be beneficial to the Licensee or the
Company;
6.16. provide the Company with quarterly stock reports showing the Licensee's stock of each of
the Products at the beginning and end of each quarter and the movement of stocks during
the quarter;
6.17. provide the Company with such financial information relating to the Licensee's business
dealing with the Products as may be necessary for the Company to establish and maintain
a credit limit for the Licensee from time to time;
6.18. not make any promises or representations or give any warranties or guarantees in respect
of the Products except such as are consistent with those which accompany the Products or
as expressly authorised by the Company in writing;
6.19. use the Company's trademarks and trade names relating to the Products only in the
registered or agreed style in connection with the marketing and sale of the Products and
not use such trademarks or trade names in connection with any other products or services
or as a part of the corporate or any trade name of the Licensee;
6.20. not advertise or offer for sale with any reference to pricing of the Products on an Internet
e-commerce site or the World Wide Web;
6.21. except with the Company's prior consent, not alter, obscure, remove, interfere with or add
to any of the trademarks, trade names, markings or notices affixed to or contained in the
Products or the Product Documentation at the time at which they are delivered to the
Licensee;
6.22. except with the Company's prior consent, not alter or interfere with the Products or the
Product Documentation;
6.23. be responsible for the proper installation of the Products save where installation can readily
and easily be undertaken by the customer in accordance with the instructions set out in the
Product Documentation and the customer indicates that they wish to undertake installation
themselves;
6.24. not offer or undertake any maintenance services in respect of the Products that it does not
have either the expertise or authority from the Company to do;
6.25. provide an efficient after-sales service in respect of the Products;
6.26. at its own expense, observe all applicable laws and regulations in respect of and obtain all
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necessary licences consents and permissions required for the importation, storage,
marketing and sale of the Products in the Territory ensuring that the Products comply with
local laws, regulations and safety standards relating to their sale and use in the Territory;
6.27. cooperate with the Company in the recall of any of the Products for safety checks or
modifications;
6.28. pay for all expenses of and incidental to the Licensee’s business including (without
prejudice to the generality of the foregoing) all Stationery supplied to the Licensee (with the
exception of that initially supplied without charge to the Licensee as hereinafter provided in
schedule 4)
6.29. not sell competing products. Except as expressly authorised in writing by the Company, the
Licensee will not represent or distribute during the term of this Agreement any products -
be they physical or digital in nature, including software - which in the Company’ reasonable
opinion, compete, directly or indirectly with Company Products. Nor shall they offer such
products to other Partners of the Company.
6.30. not introduce or permit the introduction of any Virus or Vulnerability into the Company’s
network and information systems through its use of any Software Products.
7. Company's Obligations
The Company shall:

7.1. provide the Licensee with such marketing and technical assistance that the Company is
reasonably able, to assist the Licensee with the promotion of the Products;
7.2. endeavour to respond as soon as possible to all technical queries raised by the Licensee
or its customers concerning the use or application of the Products;
7.3. provide the Licensee with soft (digital) copies of all available instruction manuals, technical
and promotional literature and other information relating to the Products, including
print-ready copies that can be printed by the Licensee locally at their expense;
7.4. give reasonable advance written notice of any significant change to any of the Products or
of the Company's intention to discontinue selling any of the Products to the Licensee;
7.5. offer to the Licensee for inclusion in the Products any product of the Company which can
reasonably be regarded as a replacement for or successor to any Product which the
Company discontinues selling pursuant to clause 10.2;
7.6. provide the Licensee promptly with all information and assistance necessary to enable the
Licensee properly to perform its obligations under this Agreement in respect of any
modified or enhanced versions of the Products;
7.7. not supply and make a charge to the Licensee for any items, which the Licensee has not
expressly ordered.
8. Intellectual Property Rights

8.1. All Intellectual Property Rights in or relating to the Products and the Product
Documentation are and shall remain the property of the Company or its licensors.
The Licensee shall:
8.2. not cause or knowingly permit anything which may damage or endanger any of the
Intellectual Property Rights or assist others to do so;
8.3. notify the Company immediately if the Licensee becomes aware of any illegal or
unauthorised use of any of the Products or the Product Documentation or any of the
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Intellectual Property Rights in or relating to the Products or the Product Documentation and
assist the Company (at the Company's expense) in taking all steps necessary to defend
the Company's rights therein;
8.4. affix such notices to the Products or their packaging or advertising associated therewith or
the Product Documentation as the Company may legally or statutorily be required so to do;
8.5. indemnify the Company for any liability incurred to third-parties for any misuse by the
Licensee and its customers of the Products or the Product Documentation or any of the
Intellectual Property Rights in or relating to the Products or Product Documentation
otherwise than in accordance with this agreement;
8.6. acknowledge that any goodwill or reputation for the Product generated by this agreement
will belong to the Company and upon termination of this agreement for whatever reason
the Licensee shall not be entitled to claim recompense or compensation for such enhanced
goodwill or reputation. The provisions of this clause shall survive the termination of this
agreement;
8.7. not use in the course of their business any promotional or technical literature relating to the
Products other than that published and supplied by the Company. Nor reproduce any of the
Company’s written material or the Company’s trademarks or product branding for use in
the advertising promotion or sale of the Products without the prior written approval of the
Company.
9. Confidentiality
9.1. Neither party shall use or divulge or communicate to any person (other than those whose
province it is to know the same or as permitted or contemplated by this agreement or with
the written authority of the other party or as may be required by law) any of the following: -
A. Any confidential information concerning the products, customers, business,
accounts, finance or contractual arrangements or other dealings, transactions or
affairs of the other party and its subsidiaries which may come to the first party's
knowledge during the continuance of this agreement; or
B. Any of the terms of this agreement, and each party shall use its best
endeavours to prevent the unauthorised publication or disclosure of any such
information or documents and to ensure that any person to whom such
information or documents are disclosed by such party is aware that the same is
confidential to the other party.
9.2. Not at any time whether during or after the term of the Agreement divulge or use any
unpublished technical information deriving from the Company or any other information in
relation to the Company's affairs or business or method of carrying on business
9.3. Each party shall ensure that its employees are aware of and comply with the confidentiality
and non-disclosure provisions contained in this clause and shall indemnify the other party
against loss or damage which the other may sustain or incur as a result of any breach of
confidence by any such party's employees.
9.4. If either party becomes aware of any breach of confidence by any of its employees it shall
promptly notify the other party and give the other party all reasonable assistance in
connection with any proceedings, which the other party may institute against any such
employees.
9.5. The provisions of this clause shall survive the termination of this agreement but the
restrictions contained in clause shall cease to apply to any information which may come
into the public domain otherwise than through unauthorised disclosure by the receiving
party or its employees.
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10. Reservation of Rights

The Company reserves the right:
10.1 to make modifications or additions to the Products or the Product Documentation or the
packaging or finish thereof in any way whatsoever as the Company may in its absolute
discretion determine;
10.2 to discontinue selling any of the Products to the Licensee; and
10.3 to require the Licensee not to use or to cease to use any advertising or promotional
materials in respect of the Products which the Company considers not to be in the
Company's best interests.
11. Territory
11.1.The Licensee shall refrain from seeking customers for the Products outside the Territory but
the Licensee shall not be prohibited from fulfilling any unsolicited orders actually placed by
such customers. The Licensee shall also refrain from establishing any branch or
maintaining any distribution depot outside the Territory for the sale of the Products.
12. Legal Relationship

12.1. During the continuance of this agreement, the Licensee shall be entitled to refer to itself as
certified partner of the Company but such description shall be in accordance with the
Company's policies in effect from time to time and before using such title (whether on the
Licensee's business stationery, advertising material or elsewhere) the Licensee shall
submit to the Company proof prints and such other details as the Company may require
and the Company may in its absolute discretion grant or withhold permission for such
proposed use.
12.2. The relationship of the parties is that of seller and buyer and nothing in this agreement
shall render the Licensee a partner or agent of the Company in a legal sense. Where the
term “partner” or “partnership” (as is increasingly more commonly employed in strategic
business alliances) is used in connection with this business, the intention is to demonstrate
the close working relationship, i.e. two parties working together for mutual profit, and not
the contractual relationship that exists between the Company and the Licensee. The
Licensee is an independent Distributor buying and selling in its own name and at its own
risk.
12.3. Nothing within the terms agreed between the parties constitutes a 'Franchise'. The
Licensee must accept full responsibility, taking professional advice where appropriate to
ensure they have the necessary experience, ability and resources to succeed within this
business. The Company accepts no responsibility for the success or failure of the Licensee
due to incompetence or lack of business expertise, or failure to have properly assessed the
market potential in the Territory.
12.4. The Licensee shall not bind or purport to bind the Company to any obligation nor expose
the Company to any liability nor pledge or purport to pledge the Company's credit.
13. Termination
Notwithstanding anything else contained in it, this Agreement will automatically terminate without further
notice to the Licensee if:
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13.1. the Licensee shall (or shall threaten to) sell, assign, part with or cease to carry on its
business or that part of its business relating to the distribution of the Products, without
previously notifying the Company in writing; or
13.2. the control (as defined for the purposes of Section 416 of the Income and Corporation
Taxes Act 1988) of the Licensee shall be transferred to any person or persons other than
the person or persons in control of the Licence at the date of this Agreement (but the
Company shall only be entitled to terminate within the period of 60 days after the Company
shall have been notified in writing of the change in control);
13.3. any material act or omission on the part of the Licensee which in the reasonable opinion of
the Company may adversely affect its interests;
Termination by either party will be granted forthwith on giving notice in writing to the other if:
13.4. the other party commits any material or persistent breach of any term of this agreement
and (in the case of a breach capable of being remedied) shall have failed, within 30 days
after the receipt of a request in writing from the other party so to do, to remedy the breach
(such request to contain a warning of such party's intention to terminate);
13.5. the other party shall have a receiver or administrative receiver appointed of it or over any
part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for
the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of
competent jurisdiction shall make an order to that effect or if the other party shall enter into
any voluntary arrangement with its creditors or shall become subject to an administration
order.
14. Effect of Termination

On the termination of this agreement:
14.1. The Licensee shall not be entitled to any compensation (whether for loss of distribution
rights, goodwill or otherwise) as a result of the termination of this agreement in accordance
with its terms.
14.2. Each delivery of a consignment of the Products shall be regarded as a separate contract of
sale and no one default in a delivery shall be cause for terminating this Agreement.
14.3. All rights and obligations of the parties under this agreement shall automatically terminate
except for such rights of action as shall have accrued prior to such termination and any
obligations which are expressly intended to come into or continue in force on or after such
termination.
14.4. The Licensee shall be entitled to sell any of its stocks of the Products which have been
fully paid for and which are required to fulfil any unperformed contracts of the Licensee
outstanding at the date of termination (and to the extent and for that purpose the provisions
of this agreement shall continue in effect).
14.5. The Licensee shall immediately eliminate from all its literature, business stationery,
publications, notices and advertisements all references to it being authorised Licensee or
Distributor of the Company.
14.6. The Licensee shall at its own expense forthwith return to the Company or otherwise
dispose of as the Company may instruct all technical and promotional materials and other
documents and papers whatsoever sent to the Licensee and relating to the Products or the
business of the Company (other than correspondence between the parties).
14.7. The Licensee shall cause the Software Products and Courseware Products to be erased
from all computers of or under the control of the Licensee and shall certify to the Company
that the same has been done.
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14.8. All outstanding unpaid invoices in respect of the Products shall become immediately
payable in place of the payment terms previously agreed between the parties.
14.9. The Company shall be entitled to repossess any of the Products which have not been paid
for against cancellation of the relevant invoices (and the Licensee irrevocably licenses the
Company, its employees and agents to enter any of the premises of the Licensee for such
purpose).
14.10. The Company shall have the option to purchase at its absolute discretion all or any unsold
Products in the possession or under the control of the Licensee which have been paid for
by the Licensee (and which are not required to fulfil any unperformed contracts of the
Licensee outstanding at the date of termination) at the invoice price (or, if lower, the written
down value of the Products appearing in the accounting records of the Licensee at the
date of termination) subject to the Company paying all necessary VAT and other taxes
duties or levies and paying the cost of and arranging transport and insurance. The
Licensee shall give the Company all necessary assistance and co-operation for the
purpose of giving effect to the provisions of this clause and of delivering the Products to
the Company.
15. Liability
15.1. The Company warrants to the Licensee that the Products sold to the Licensee under this
Agreement will comply with their published specifications and will be of satisfactory quality.
15.2. If the Company shall be in breach of the warranty set out in clause 15.1, its liability shall be
limited to replacing the Products concerned or at its option refunding the price paid by the
Licensee (subject to the Licensee returning the defective Products to the Company) or (if
an abatement of the price is agreed with the Licensee) refunding to the Licensee the
appropriate part of the price paid.
15.3. The Company shall have no liability to the Licensee under clauses 15.1 and 15.2 above:
for any damage to or defects in any of the Products caused by fair wear and tear, improper
use, maintenance or repair, negligent handling, failure to observe the instructions
accompanying the Products or any alterations to the Products;
15.4. The Licensee agrees to seek professional advice on potential liability and maintain
comprehensive public and product and employer’s liability insurance to the degree advised
necessary given the size and extent of the Licensee’s business and the territory in which
the Licensee operates.
15.5. Notwithstanding anything else contained in this Agreement, the Company shall not be
liable to the Licensee for loss of profits, loss of business, depletion of goodwill and / or
similar losses or loss or corruption of data or information, or pure economic loss, or
contracts or other indirect or consequential loss or damage whether arising from
negligence, breach of contract or any other cause of action out of the subject matter of this
Agreement.
15.6. The Company shall use all reasonable endeavours to procure that any Software Products
are free from Vulnerabilities or Viruses, however the Company does not warrant that (i) the
use of the Software Products will be uninterrupted or error-free; (ii) any services provided
through the Software Products will meet the Licensees requirements; and (iii) the Software
Products or any services provided through them will be free from Vulnerabilities or Viruses.
15.7. Except as expressly provided in this agreement, no warranty, condition, undertaking, or
term, expressed or implied, statutory or otherwise, as to the condition, quality, performance,
merchantability, durability or fitness for purpose of the Products is given or assumed by the
Company and all such warranties, conditions, undertakings and terms are hereby
excluded.
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15.8. The Licensee shall indemnify the Company and keep the Company fully and effectively
indemnified against any and all losses, claims, damages, costs, charges, expenses,
liabilities, demands, proceedings and actions which the Company may sustain or incur or
which may be brought or established against it by any person and which in any case arise
out of or in relation to or by reason of:
15.8.1. the negligence, recklessness or wilful misconduct of the Licensee in the
performance of any of its obligations in connection with the installation and
maintenance of the Products;
15.8.2. any unauthorised action or omission of the Licensee or its employees;
15.8.3. the manner in which the Licensee markets and sells the Products (unless
authorised by the Company);
15.8.4. the independent supply by the Licensee of any products or services for use in
conjunction with or in relation to the Products; or
15.8.5. any breach or alleged breach of any applicable laws or regulations relating to the
storage, marketing or sale by the Licensee of the Products in the Territory.
15.9. Nothing in this agreement excludes the liability of the Company:
15.9.1. for death or personal injury caused by the Company’s negligence; or
15.9.2. for fraud or fraudulent misrepresentation.
15.10. Subject to clause 15.9, the Company’s total aggregate liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising
in connection with the performance or contemplated performance of this agreement shall
be limited to the total of the Invoice Price paid for Products by the Company during the 12
months immediately preceding the date on which the claim arose.
16. Interpretation
16.1. words importing any gender include every gender;
16.2. words importing the singular number include the plural number and vice versa;
16.3. words importing persons include firms, companies and corporations and vice versa;
16.4. references to numbered clauses and schedules are references to the relevant clause in or
schedule to this Agreement;
16.5. reference in any schedule to this Agreement to numbered paragraphs relate to the
numbered paragraphs of that schedule;
16.6. the headings to the clauses, schedules and paragraphs of this Agreement will not affect the
interpretation;
16.7. reference to an enactment includes reference to that enactment as amended or replaced
from time to time and to any subordinate legislation or byelaw made under that enactment;
16.8. any obligation on any party not to do or omit to do anything is to include an obligation not to
allow that thing to be done or omitted to be done;
16.9. any party who agrees to do something will be deemed to fulfil that obligation if that party
procures that it is done.
16.10. In the case of conflict or ambiguity between any provision contained in the body of this
Agreement and any provision contained in any schedule, the provision in the body of this
Agreement shall take precedence.
--
12
17. Agency, Partnership

This Agreement shall not constitute or imply any legally binding partnership, joint venture,
agency, fiduciary relationship or other relationship between the parties other than the
contractual relationship expressly provided for in this Agreement.
18. Amendments
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied
or modified in any manner except by an instrument in writing signed by two Directors in the case
of the Company and a duly authorised officer or representative of the Licensee.
19. Entire Agreement

The Licence Agreement and these Standard Terms and Conditions of Appointment supersedes
all prior agreements, arrangements and undertakings between the parties and constitutes the
entire agreement between the parties relating to the subject matter of this Agreement. However,
the obligations of the parties under any pre-existing non-disclosure agreement shall remain in
full force and effect in so far as there is no conflict between the same. The parties confirm that
they have not entered into this Agreement on the basis of any representation that is not
expressly incorporated into this Agreement.
20. Amendments
Notwithstanding anything else contained in this Agreement, neither party shall be liable for any
delay in performing its obligations under it if such delay is caused by circumstances beyond its
reasonable control (including without limitation any delay caused by any act or omission of the
other party) provided however that any delay by a sub-contractor or supplier of the party so
delaying shall not relieve the party from liability for delay except where such delay is beyond the
reasonable control of the sub-contractor or supplier concerned. Subject to the party so delaying
promptly notifying the other party in writing of the reasons for the delay (and the likely duration
of the delay), the performance of such party's obligations shall be suspended during the period
that the said circumstances persist and such party shall be granted an extension of time for
performance equal to the period of the delay. Save where such delay is caused by the act or
omission of the other party (in which event the rights, remedies and liabilities of the parties shall
be those conferred and imposed by the other terms of this Agreement and by law):
21. Notices
Notices shall be deemed to have been duly given:
21.1. All notices under this Agreement shall be in writing
21.2. when delivered, if delivered by courier or other messenger (including registered mail) during
normal business hours of the recipient; or
21.3. when sent, if transmitted by fax or e-mail and a successful transmission report or return
receipt is generated; or
21.4. on the fifth business day following mailing, if mailed by national ordinary mail, postage
prepaid; or
21.5. on the tenth business day following mailing, if mailed by airmail, postage prepaid;
21.6. in each case addressed to the most recent address, e-mail address, or facsimile number
notified to the other party.
--
13
22. Schedules
The provisions of Schedules 1-4 shall form part of this Agreement as if set out herein.
23. Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or
unenforceable, the provision shall, to the extent required, be severed from this Agreement and
rendered ineffective as far as possible without modifying the remaining provisions of this
Agreement, and shall not in any way affect any other circumstances of or the validity or
enforcement of this Agreement.
24. Successors & Assignees

24.1. This agreement shall be binding upon, and inure to the benefit of, the parties and their
respective successors and permitted assignees, and references to a party in this
Agreement shall include its successors and permitted assignees.
24.2. In this Agreement references to a party include references to a person who for the time
being is entitled (by assignment, novation or otherwise) to that party's rights under this
Agreement (or any interest in those rights); or who, as administrator, liquidator or otherwise,
is entitled to exercise those rights,
24.3. and in particular those references include a person to whom those rights (or any interest in
those rights) are transferred or pass as a result of a merger, division, reconstruction or other
reorganisation involving that party. For this purpose, references to a party's rights under this
Agreement include any similar rights to which another person becomes entitled as a result
of a novation of this Agreement.
25. Waiver
No delay, neglect or forbearance on the part of either party in enforcing against the other party
any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way
prejudice any right of that party under this Agreement. No right, power or remedy in this
Agreement conferred upon or reserved for either party is exclusive of any other right, power or
remedy available to that party.
26. Counterparts
This Agreement may be executed in any number of counterparts or duplicates, each of which
shall be an original, and such counterparts or duplicates shall together constitute one and the
same agreement
27. Language
This Agreement is made only in the English language. If there is any conflict in the meaning
between the English language version of this Agreement and any version or translation of it in any
other language, the English language version shall prevail.
28. Costs & Expenses
Each party shall bear its own legal costs and other costs and expenses arising in connection with
the execution and registration (if applicable) of this Agreement.
29. Set Off

Where either party has incurred any liability to the other party, whether under this Agreement or
otherwise, and whether such liability is liquidated or unliquidated, each party may set off the
--
14
amount of such liability against any sum that would otherwise be due to the other party under this
Agreement.
30. Proper Law & Jurisdiction

30.1. The Licence Agreement and these standard product Licence and Distribution terms and all
matters arising from it and any dispute resolutions referred to below shall be governed by
and construed in accordance with non- exclusive jurisdiction at the English Courts
notwithstanding the conflict of law provisions and other mandatory legal provisions save
that:
30.2. the Company shall have the right to sue to recover its fees in any jurisdiction in which the
Licensee is operating or has assets; and
30.3. the Company shall have the right to sue for breach of its intellectual property rights and
other proprietary information and trade secrets ('IPR') (whether in connection with this
Agreement or otherwise) in any country where it believes that infringement or a breach of
this Agreement relating to its IPR might be taking place. For the avoidance of doubt, the
place of performance of this Agreement is agreed by the parties to be England.
30.4. The Licensee recognises that the Company’s business relies upon the protection of its IPR
and that in the event of a breach or threatened breach of IPR, the Company could be
caused irreparable damage and as such the Company may therefore be entitled to
injunctive or other equitable relief in order to prevent a breach or threatened breach of its
IPR.
30.5. With respect to all other disputes that are not IPR related, the aggrieved party shall notify
the other party in writing of the nature of the dispute with as much detail as possible about
the deficient performance of the other party. A representative from senior management of
each of the parties ('representatives') shall meet in person or communicate by telephone
within five business days of the date of the written notification in order to reach an
agreement about the nature of the deficiency and the corrective action to be taken by the
respective parties. The representatives shall produce a report about the nature of the
dispute in detail to their respective boards and if no agreement is reached on corrective
action, then the chief executives of each party shall meet in person or communicate by
telephone, to facilitate an agreement within ten business days of a written notice by one to
the other. If the dispute cannot be resolved at board level within a further five business
days, or if the agreed upon completion dates in any written plan of corrective action are
exceeded, either party may seek its legal remedies as provided below.
30.6. If the parties cannot resolve the dispute by the procedure set out above, the parties shall
irrevocably submit to the non-exclusive jurisdiction at the English Courts for the purposes of
hearing and determining any dispute arising out of this Agreement.
31. Miscellaneous
Where in the event of any dispute between the Licensee and any of the Company's other
Licensees as to any of the provisions of these terms and conditions of appointment or such other
business matters relating the Company’s affairs, then such dispute shall be referred to and
determined by the Company whose decision shall be final and binding upon the parties
concerned.
--
15
SCHEDULE 1
Products
The Products are those promoted on the Company’s website and listed on the Company’s commercial
price list, which are made available to the Licensee at the published prices, and on the specific terms of
sale as agreed between the parties in the Partner Agreement and Standard Terms and Conditions of
Appointment and SCHEDULE 2 of this Agreement, which the Licensee has been granted access to and
hereby confirms acceptance of any additional terms referred to therein.
SCHEDULE 2
Sales Terms
1 Orders
1.1 Each order for the Products submitted by the Licensee to the Company shall be in
writing and shall stipulate the type and quantity of the Products ordered and the
requested delivery date and delivery destination.
1.2 Orders cannot be cancelled or modified once the order confirmation has been issued.
1.3 The Licensee shall be responsible for ensuring the accuracy of its orders.
2 Price and Payment
2.1 The price for each of the Products to be paid shall be as advertised by the Company at
the time of ordering and as per the ordering confirmation regardless of any subsequent
changes up or down. Any other extraordinary demands made by the Licensee to the
Company must be agreed in writing prior to the services being provided.
2.2 All prices for the Products are exclusive of VAT or other applicable sales taxes, which
shall be paid by the Licensee at the appropriate rate.
2.3 Payment for the Products shall at all times be made prior to the dispatch of the Products
or completion of services unless otherwise agreed.
2.4 The Company may sue for the price of the Products notwithstanding that the property
has passed to the Licensee.
2.5 Payment for the Products shall be made in pounds sterling by Bank transfer or Credit
Card. Credit or debit card transactions are subject to an additional levy of up to 4%.
2.6 If payment for any of the Products is not received by the due date then (without
prejudice to the Company's other rights and remedies) the Company shall be entitled to:
2.6.1 suspend all further deliveries of the Products until payment is received; and
2.6.2 charge the Licensee interest on the unpaid sum on a day-to-day basis (as well
after or before judgment) from the due date to the date of payment (both dates
inclusive) at the rate of 4% above the base rate of NatWest Bank from time to
time in force.
2.7 The Company reserves the right to suspend deliveries of the Products while the
aggregate amount of outstanding unpaid invoices exceeds the Licensee’s credit
--
16
balance.
3 Deliveries
3.1 The Company shall use all reasonable endeavours to meet the delivery dates requested
by the Licensee but time of delivery shall not be of the essence and the Company shall
have no liability to the Licensee if it fails to meet any requested or estimated date for
delivery.
3.2 If the Company is unable to meet any requested delivery date, it shall as soon as
practicable notify the Licensee of its estimated date for delivery. This does not preclude
any intervention by Customs & Excise agencies.
3.3 Delivery of the Products will be at the Company's premises, or such other premises as
the Company shall notify the Licensee from time to time ('the delivery point').
3.4 The Company shall bear the expense of putting the Products in the possession of the
carrier at the delivery point but the Licensee shall pay all other costs of transport and
insurance.
3.5 If requested in the Licensee's order the Company shall arrange (as agent for the
Licensee) transport and insurance of the Products to the destination designated in the
Licensee's order and shall obtain and promptly deliver to the Licensee the documents (if
any) necessary for the Licensee or the Licensee's customer (as the case may be) to
obtain possession of the Products. The Licensee shall reimburse the Company for all
costs incurred by the Company in respect of the foregoing and all applicable provisions
of this Schedule shall apply mutatis mutandis to the payment of such cost as they shall
apply to the payment of the price for the Products.
3.6 The Company reserves the right to make partial deliveries of any consignment of the
Products ordered but unless otherwise agreed no delivery of the whole or any part of a
consignment shall be made before the delivery date requested by the Licensee.
3.7 The Company will pack the Products in a manner suitable for delivery to the
destinations requested by the Licensee and each consignment shall be accompanied by
supporting documentation.
3.8 The Licensee shall be responsible for obtaining prior to delivery all the necessary
licences, certificates of origin and other documents for the importation of the Products
into the Territory and for paying all applicable import duties and other levies.
3.9 The Licensee shall notify the Company within 48 hours following receipt of any
consignment of the Products of any shortage or damage of the Products ordered. The
Company shall make good any such shortage or damage as soon as reasonably
practicable after written notice is received from the Licensee in compliance with this
paragraph but otherwise the Company shall have no liability to make good such
shortage or damage.
4 Risk and Property
4.1 Risk in each consignment of the Products shall pass to the Licensee at the delivery
point upon placement of that consignment into the carrier's possession by the Company.
4.2 Ownership of property in any consignment of the Product shall not pass to the Licensee
until payment in full and in cleared funds has been received by the Company in respect
--
17
of the price for that consignment and for all other consignments of the Products for
which payment is then due.
SCHEDULE 3
Core Establishment Pack
This schedule sets out the precise details of the initial Core Establishment Pack and comprehensive
training and support program for the Full Partnership.
The Full Partnership Core Establishment Pack includes:
LICENCE
● Protected agreement with Best.Energy supported by our Client Opportunity Registration

software
● Licence to distribute all Best.Energy products and solutions
● Certificate of Accreditation
● Secure access to BOS, Best.Energy’s Online Store for placing orders, where you can obtain the
full range of proprietary and third-party energy saving solutions at wholesale prices with volume
based discounts, along with further promotional material and merchandise.
PARTNER TIERS
At Best.Energy, we like to reward partners who excel. We have a ‘tier’ structure which does just this -
incentivising our partners to increase their activity and reap the benefits.
All new partners join at the Blue tier, with Bronze (£25,000 spend), Silver (£50,000 spend), Gold
(£250,000 spend) and Platinum (£500,000 spend) tiers ahead of them. At each level, improved product
pricing and a variety of one-time boosts and rewards are unlocked.
More information is available in the Partner Manual, provided to all signed-up Best.Energy partners.
PRODUCT PACKAGE
● Full Monitoring & Targeting Real-Time Energy Management system; comprising Eniscope 8
Hybrid, eight CT (Current Transducers) packs (sets of 3 plus RJ12 connector leads) and 12
months of cloud-based SaaS (Software as a Service).
● Eniscope Air Connect x 2

(Produces the LoRa wireless network on which the IoT Air products communicate.)
● Eniscope Air Switch

(single-phase asset monitoring & control device)
● Eniscope Air Sense

(multi-function environmental sensor - including temperature, humidity, occupancy and light)
● Eniscope Air Digital

(three-phase Cloud control and scheduling device)
● Eniscope Air Ambient

(Air Conditioning Cloud control and temperature band implementer)
--
18
● CUES (Chilled Unit Energy Saver).
PARTNER TRAINING PACKAGE
A comprehensive digital Commercial Training program will be made available for all representatives of
the Licensee. This will be delivered digitally, typically via Zoom or similar and will be primarily
commercial in nature and focus.
To reinforce the critical elements within the partner training, all of the key learning points and assets
featured in the training program will be made available in digital format - as will recordings of each
session on request.
TRAINING ACADEMY
A regular programme of digital training sessions, delivered each week by a director or senior manager
within the Best.Energy team. Each one provides essential updates from the network, information on the
latest closed deals and a laser-focused training session on a single topic - with Q&A. All sessions are
recorded and maintained in a library for access by partners.
REGIONAL SALES MANAGER
Each partner is assigned an experienced Regional Sales Manager who will act as the go-to person for
maximizing commercial opportunities. Regional Sales Managers are charged with helping partners to
exceed their sales expectations and will typically assist in the following areas:
• Developing a strategic business plan for the territory (based on market trends and competition)
• Identifying new business opportunities and potential collaborations
• Joining the partner in appropriate client facing presentations (in person or via the web)
• Educating the partner on existing and new product/service information
• Monitoring partner KPI’s, conducting regular business reviews and recommending areas for
improvement
PARTNER SUPPORT MANAGER
Each Partner is assigned a Partner Support Manager who will act as the first line of support for all
Best.Energy related enquiries. Service Managers focus on the following areas, delivering the support
elements either themselves or via the wider Best.Energy team:
• Rapid response to support requests and support escalation when required (including phone
support)
• Assisting with client presentations (via web only)
• Generating quotes and processing orders
• On-boarding new partner employees
ACCESS TO PARTNER PORTAL AND SUPPORT DESK
The Partner Portal acts as a 24/7-support resource with the very latest information on Best.Energy
products and services. The Solutions area of the Partner Portal contains a vast knowledge base of
materials delivered in various formats, including:
● article
● trouble-shooting guides
● installation manuals
--
19
● walk-through tutorials
● videos
● webinar recordings
Partners can also raise a support request (or ‘Ticket’) within the Partner Portal, which will show the live
status of all partner tickets and provide easy access to the full thread of communications on any given
ticket.
Tickets are allocated to the most relevant staff member depending on the nature of the ticket. We
maintain a Service Level Agreement (SLA) to respond to all tickets submitted within UK working hours
within 2 hours and to resolve the query, wherever reasonably possible, within 48 hours.
MARKETING PACK
Best.Energy offer a full range of client-focused digital marketing materials, which include:
• Professionally designed product brochures and data sheets

• PowerPoint presentations, including sector-specific decks
• Marketing videos (e.g. motion graphic presentation)
• Case studies, technical reports, testimonial videos and letters
• Exhibition materials (e.g. posters, banners)
Additional marketing assistance is available on request from our Marketing Department including, but
not limited to, brand design, graphic design, lead generation, website design and more. These services
are typically above and beyond the Core Establishment Pack and may attract an additional cost.
MEDIA PACK
The Best.Energy Media Pack contains an approved collection of images and logos for use on a
partner’s website and other digital materials. It also contains the print files for some elements of the
Marketing Pack to assist with local printing. Partners must adhere to Best.Energy’s branding guidelines
and any variations to approved branding will be subject to approval.
BESPOKE BUSINESS TOOLS
Best.Energy have created a number of bespoke tools designed to make it easier to do business:
• Fact Find - Uncovers the scale of the commercial opportunity and eliminates unsuitable
prospects.
• Multisite Site Survey Tool - Facilitates the gathering of the data required to propose an Energy
Audit Agreement (PoC) or roll-out
CLIENT OPPORTUNITY REGISTRATION
Best.Energy has introduced a Client Opportunity Registration Program to help protect the efforts our
partners invest in prospective clients and to help us understand how we can assist in moving the
prospect through each stage of the sales process.
Client opportunities are submitted via the Partner Portal for approval and your Regional Sales manager
is automatically notified. If the Regional Sales Manager approves the opportunity it will be inserted into
Best.Energy’s sales CRM (currently FreshSales) for active monitoring.
These opportunities are protected for 90 days, which can be extended subject to demonstrating that
--
20
progress is being made with the prospect.
This program ensures that partners operating in the same territory do not target the same prospective
clients and have Best.Energy’s full support with all their registered opportunities.
CO-BRANDED MARKETING MATERIALS
All partners are permitted to create co-branded versions of Best.Energy’s core marketing materials. This
can be achieved either by requesting the artwork files from the Best.Energy Marketing Department (a
short release document is needed) and handling the design changes locally, or by taking advantage of
our own service to do the same. If you are handling this locally, any amended documents must be
approved by the Marketing Director before being used.
The Marketing Department offers services for both co-branding (maintaining the templated Best.Energy
style and colours) and full rebranding (overhauling the colours, fonts, style and brand identity into the
partner’s own brand). Pricing and availability available on request.
INCENTIVISATION INITIATIVES
ENHANCED LAUNCH PROMOTION PACKAGE:
USD $45,000 worth of Eniscope Hardware, Software & Accessories at retail. This means Best.Energy
will provide you with enough Eniscopes, CTs and SaaS - in any combination you choose - to complete a
further USD $45,000 worth of installations (including software & hardware) following the completion of
your first five client sales; subject to the following conditions:
● Each sale must be to a prospect notified to the Company and must be approved in writing by
the Best.Energy Business Development Team. Each sale must be to a different entity - ie. not
the same client.
● Once the equipment has been installed, an installation certificate must be sent to Best.Energy
along with a signed statement from the customer on their own letter headed paper confirming
that the installation has taken place. This letter must also include a testimonial from the client
expressing a positive attitude towards the sale.
○ Once we have received this documentation from five of your separate customers,
Best.Energy will give you immediate access to an additional USD $45,000 product
value at the Manufacturer’s Recommended Selling Price (MRSP).
The USD $45,000 worth of equipment is available for up to 6 months following your approval and
training as a Partner. All five sets of documentation described under point 2 above must be received by
Best.Energy during this six month period.
FULL REFUND OF THE INITIAL FEE INCENTIVE:
At the point when the Licensee has purchased $150,000 in orders for products via BOS, the
Best.Energy Online Store, at standard Licensee prices (does not include special offer purchases and
third-party products), and within the first 12 months (commencing from the date of appointment), the
Company will immediately credit the Licensee's Best.Energy account with $45,000.
--
21
SCHEDULE 4
Core Establishment Pack [Deferred Partnership]
This schedule sets out the precise details of the initial Core Establishment Pack and comprehensive
training and support program for the Deferred Partnership.
The Deferred Partnership Core Establishment Pack includes:
LICENCE
● Protected agreement with Best.Energy supported by our Client Opportunity Registration
software
● Licence to distribute all Best.Energy products and solutions
● Certificate of Accreditation
● Secure access to BOS, Best.Energy’s Online Store for placing orders, where you can
obtain the full range of proprietary and third-party energy saving solutions at wholesale prices
with volume based discounts, along with further promotional material and merchandise.
PARTNER TIERS
At Best.Energy, we like to reward partners who excel. We have a ‘tier’ structure which does just this -
incentivising our partners to increase their activity and reap the benefits.
All new partners join at the Blue tier, with Bronze (£25,000 spend), Silver (£50,000 spend), Gold
(£250,000 spend) and Platinum (£500,000 spend) tiers ahead of them. At each level, improved product
pricing and a variety of one-time boosts and rewards are unlocked.
More information is available in the Partner Manual, provided to all signed-up Best.Energy partners.
PRODUCT PACKAGE
● Full Monitoring & Targeting Real-time Energy Management system; comprising Eniscope 4
Hybrid, complete with a range of electrical accessories including four CT (Current
Transducers) packs (sets of 3 plus RJ12 connector leads) and 12 months of cloud-based
SaaS (Software as a Service).
● Eniscope Air Connect x 2

(LoRa network source. Produces the wireless network on which the IoT Air products
communicate.)
● Eniscope Air Switch

(single-phase asset monitoring & control device)
● Eniscope Air Sense

(multi-function environmental sensor - including temperature, humidity, occupancy and light)
● CUES (Chilled Unit Energy Saver).
PARTNER TRAINING PACKAGE
A comprehensive digital Commercial Training program will be made available for all representatives of
the Licensee. This will be delivered digitally, typically via Zoom or similar and will be primarily
commercial in nature and focus.
--
22
To reinforce the critical elements within the partner training, all of the key learning points and assets
featured in the training program will be made available in digital format - as will recordings of each
session on request.
TRAINING ACADEMY
A regular programme of digital training sessions, delivered each week by a director or senior manager
within the Best.Energy team. Each one provides essential updates from the network, information on the
latest closed deals and a laser-focused training session on a single topic - with Q&A. All sessions are
recorded and maintained in a library for access by partners.
REGIONAL SALES MANAGER

Each partner is assigned an experienced Regional Sales Manager who will act as the go-to person for
maximizing commercial opportunities. Regional Sales Managers are charged with helping partners to
exceed their sales expectations and will typically assist in the following areas:
● Developing a strategic business plan for the territory (based on market trends and
competition)
● Identifying new business opportunities and potential collaborations
● Joining the partner in appropriate client facing presentations (in person or via the web)
● Educating the partner on existing and new product/service information
● Monitoring partner KPI’s, conducting regular business reviews and recommending areas for
improvement
PARTNER SUPPORT MANAGER

Each Partner is assigned a Partner Support Manager who will act as the first line of support for all
Best.Energy related enquiries. Service Managers focus on the following areas, delivering the support
elements either themselves or via the wider Best.Energy team:
● Rapid response to support requests and support escalation when required (including phone
support)
● Assisting with client presentations (via web only)
● Generating quotes and processing orders
● On-boarding new partner employees
ACCESS TO PARTNER PORTAL AND SUPPORT DESK

The Partner Portal acts as a 24/7-support resource with the very latest information on Best.Energy
products and services. The Solutions area of the Partner Portal contains a vast knowledge base of
materials delivered in various formats, including:
● article
● trouble-shooting guides
● installation manuals
● walk-through tutorials
● videos
● webinar recordings
Partners can also raise a support request (or ‘Ticket’) within the Partner Portal, which will show the live
status of all partner tickets and provide easy access to the full thread of communications on any given
ticket.
Tickets are allocated to the most relevant staff member depending on the nature of the ticket. We
maintain a Service Level Agreement (SLA) to respond to all tickets submitted within UK working hours
--
23
within 2 hours and to resolve the query, wherever reasonably possible, within 48 hours.
MARKETING PACK
Best.Energy offer a full range of client-focused digital marketing materials, which include:
● Professionally designed product brochures and data sheets

● PowerPoint presentations, including sector-specific decks
● Marketing videos (e.g. motion graphic presentation)
● Case studies, technical reports, testimonial videos and letters
● Exhibition materials (e.g. posters, banners)
Additional marketing assistance is available on request from our Marketing Department
including, but not limited to, brand design, graphic design, lead generation, website design
and more. These services are typically above and beyond the Core Establishment Pack and
may attract an additional cost.
MEDIA PACK
The Best.Energy Media Pack contains an approved collection of images and logos for use on a
partner’s website and other digital materials. It also contains the print files for some elements of the
Marketing Pack to assist with local printing. Partners must adhere to Best.Energy’s branding guidelines
and any variations to approved branding will be subject to approval.
BESPOKE BUSINESS TOOLS

Best.Energy have created a number of bespoke tools designed to make it easier to do business:
● Fact Find - Uncovers the scale of the commercial opportunity and eliminates unsuitable
prospects.
● Multisite Site Survey Tool - Facilitates the gathering of the data required to propose an
Energy Audit Agreement (PoC) or roll-out
CLIENT OPPORTUNITY REGISTRATION

Best.Energy has introduced a Client Opportunity Registration Program to help protect the efforts our
partners invest in prospective clients and to help us understand how we can assist in moving the
prospect through each stage of the sales process.
Client opportunities are submitted via the Partner Portal for approval and your Regional Sales manager
is automatically notified. If the Regional Sales Manager approves the opportunity it will be inserted into
Best.Energy’s sales CRM (currently FreshSales) for active monitoring.
These opportunities are protected for 90 days, which can be extended subject to demonstrating that
progress is being made with the prospect.
This program ensures that partners operating in the same territory do not target the same prospective
clients and have Best.Energy’s full support with all their registered opportunities.
CO-BRANDED MARKETING MATERIALS

All partners are permitted to create co-branded versions of Best.Energy’s core marketing materials. This
can be achieved either by requesting the artwork files from the Best.Energy Marketing Department (a
short release document is needed) and handling the design changes locally, or by taking advantage of
our own service to do the same. If you are handling this locally, any amended documents must be
approved by the Marketing Director before being used.
The Marketing Department offers services for both co-branding (maintaining the templated Best.Energy
--
24
style and colours) and full rebranding (overhauling the colours, fonts, style and brand identity into the
partner’s own brand). Pricing and availability available on request.
The rest of this page has been left intentionally blank
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25

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Best Energy Ltd - Standard Terms & Conditions of Appointment - v1.

7 - Created 06th October 2021

Best.Energy Licence Agreement

Standard Terms & Conditions of Appointment

Presented by Best Energy Ltd

“ Intellectual Property patents, trademarks, service marks, registered designs, Rights”

insurance charges included in such invoice;

“ Products” the Hardware Products, Software Products, Courseware

“ Territory” the territory in which the Licensee is granted by the Company to

“ Virus ” any thing or device (including any software, code, file or

“ Vulnerability “ a weakness in the computational logic (for example, code) found

4. Sale and Purchase of the Products

The Licensee shall:

network or license arrangement in the same or similar market sector;

The Company shall:

8. Intellectual Property Rights

The Licensee shall:

10. Reservation of Rights

12. Legal Relationship

14. Effect of Termination

17. Agency, Partnership

19. Entire Agreement

24. Successors & Assignees

29. Set Off

30. Proper Law & Jurisdiction

2 Price and Payment

4 Risk and Property

The Full Partnership Core Establishment Pack includes:

● Protected agreement with Best.Energy supported by our Client Opportunity Registration

● Eniscope Air Connect x 2

● Eniscope Air Switch

● Eniscope Air Sense

● Eniscope Air Digital

● Eniscope Air Ambient

● CUES (Chilled Unit Energy Saver).

PARTNER TRAINING PACKAGE

REGIONAL SALES MANAGER

PARTNER SUPPORT MANAGER

ACCESS TO PARTNER PORTAL AND SUPPORT DESK

• Professionally designed product brochures and data sheets

BESPOKE BUSINESS TOOLS

CLIENT OPPORTUNITY REGISTRATION

progress is being made with the prospect.

CO-BRANDED MARKETING MATERIALS

ENHANCED LAUNCH PROMOTION PACKAGE:

FULL REFUND OF THE INITIAL FEE INCENTIVE:

The Deferred Partnership Core Establishment Pack includes:

● Eniscope Air Connect x 2

● Eniscope Air Switch

● Eniscope Air Sense

● CUES (Chilled Unit Energy Saver).

PARTNER TRAINING PACKAGE

REGIONAL SALES MANAGER

PARTNER SUPPORT MANAGER

ACCESS TO PARTNER PORTAL AND SUPPORT DESK

● Professionally designed product brochures and data sheets

BESPOKE BUSINESS TOOLS

CLIENT OPPORTUNITY REGISTRATION

CO-BRANDED MARKETING MATERIALS

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