MONITORING & DEMAND RESPONSE SERVICES
This Service Description sets out the scope, operational requirements, and respective responsibilities of
SPERE POWER LLC (SPERE POWER) and the Customer in connection with the Monitoring Service and
Demand Response Service offered by SPERE POWER. This Service Description is incorporated into and
forms part of the SPERE POWER Terms of Service.
Monitoring Service
1. Service Scope
• SPERE POWER will provide the Monitoring Service to the Customer during the term of an order. This service provides visibility into the Customer’s energy usage and facility performance.
2. Baseline Connectivity Requirements
• To enable the Monitoring Service (and any Demand Response capabilities), the Customer must maintain active network access and connectivity to the building automation system (BAS).
Demand Response Service
1. Enrollment & Authorization
• SPERE POWER’s Authority. The Customer authorizes SPERE POWER to enroll the Location in Demand Response Programs and to designate a Demand Response Service Provider (DRSP) as needed.
• Documentation. The Customer agrees to execute any utility, ISO, or DRSP forms reasonably required for enrollment and for measurement and verification (M&V).
• Dispatch Authority. The Customer authorizes SPERE POWER (and its DRSP) to receive dispatch notices from the grid and to initiate or coordinate Control Actions.
2. Key Definitions
• Control Actions means temporary control strategies executed during a Demand Response Event to reduce or shift load, including adjustments to setpoints, schedules, equipment staging, ventilation rates, noncritical lighting, and other non-life-safety loads, within the limits of the Demand Response Playbook.
• Demand Response Event means a curtailment, load-drop, or load-shift interval dispatched under a Demand Response Program.
• Demand Response Program means any electric utility, ISO/RTO, or third-party aggregator demand response, load management, peak-shaving, critical peak pricing, or similar curtailment program for which the Location is eligible.
• Location means a distinct store, building, or meter point owned or controlled by Customer and enrolled for the services under the agreement.
3. Program Opt-Out Rights
The Customer has the unconditional right to opt out of any individual Demand Response Eve
• Methods. The Customer may opt out by:
• Clicking “Decline/Opt-Out” in the portal;
• Emailing the designated address;
• Replying “OPT OUT” to the Demand Response Event SMS (if enabled); or
• Calling the 24×7 number and providing the Event code.
• Window of Opportunity. Due to short-notice dispatches, an opt-out must be sent before the event start or, where permitted, within the first ten (10) minutes of the event.
• Deemed Consent. If the Customer does not opt out on a timely basis (within that ten (10) minute
window), the Customer is deemed to have consented to the Control Actions for that specific event.
4. Incentives & Financial Risk
• Incentives. SPERE POWER will administer incentives, credits, or capacity payments (if any) as set forth in the Agreement. SPERE POWER makes no warranty regarding the specific amount or timing of these
payments.
• Shortfall Penalties. If the Customer participates in an event (i.e., does not opt out) but fails to reduce
load as required, the utility may assess penalties. The Customer is responsible for any utility, ISO, or DRSP
non-performance charges, penalties, or forfeitures arising from the Customer’s non-performance.
Roles & Responsibilities
This chart delineates the specific operational and legal responsibilities of each.
|
Responsibility Area
|
SPERE POWER Responsibilities
|
Customer responsibilities
|
|---|---|---|
|
Program
Enrollment
|
Manage the enrollment of
the Location into the
Demand Response Program and designate the
DRSP.
|
Execute all forms reasonably required by
the utility or ISO for enrollment and verification.
|
|
Event
Execution
|
Receive dispatch notices
and initiate Control Actions
strictly pursuant to the
agreed Demand Response
Playbook
|
Ensure the Demand Response Playbook
is accurate and up to date.
|
|
Safety &
Critical Loads
|
Design Control Actions so
they do not interfere with
critical loads or
fire/life-safety systems.
|
Sole responsibility for identifying, labeling, and maintaining all critical loads
and ensuring they are excluded from the
Playbook
|
|
Business
Continuity
|
Limit control scope to the
agreed Playbook.
|
Sole responsibility for occupant comfort, process and production needs, and
product quality (including food and
pharmaceutical temperature handling)
|
|
Connectivity
|
Provide the monitoring
platform and notification
system.
|
Maintain network access and Building
Automation System (BAS) connectivity
required for program participation. This
includes: Software Connections — using
an API (a digital bridge) from the utility
company or a third party; Hardware
Connections — using physical equipment connected to the meters (such as
data loggers, gateways, or direct interfaces), regardless of whether Customer
or SPERE POWER provided the equipment;
and Web Access — giving SPERE POWER
the login credentials to access a utility
website or data feed.
|
|
Opt-Out
Management
|
Process opt-outs received
via portal, email, SMS, or
phone, and cancel Control
Actions if received within
the ten (10) minute window.
|
Actively monitor notifications and initiate
an opt-out within the ten (10) minute
window if the event cannot be supported.
|
|
Regulatory
Compliance
|
Comply with applicable
laws and regulations governing the design and operation of the Service, and
follow the rules and protocols of the Demand Response Programs in which
Customer is enrolled.
|
Maintain all regulatory compliance at
the Location, including building codes,
occupancy permits, and any site-level
licensing or reporting requirements
|
|
Financials
|
Administer incentives and
credits as defined in the
Agreement.
|
Bear the cost of any penalties or forfeitures caused by non-performance during an accepted event.
|
Operational Terms
Program Changes; Suspension
If Demand Response Program rules or telemetry requirements materially change, SPERE POWER may adjust Control Actions or suspend Demand Response Program participation upon written notice to Customer. Either party may withdraw the Location from a Demand Response Program upon written notice to the other party; provided, however, that such withdrawal will not terminate the order or affect Customer’s obligation to pay fees unrelated to the Demand Response Program.
Automatic Reversion
At the end of each Demand Response Event, SPERE POWER will command systems to revert to pre-Demand Response Event schedules and setpoints; provided, however, that Customer acknowledges that network, BAS, or third-party device issues may delay reversion, and agrees to restore any remaining local overrides if notified.
Ineligibility if Comfort Range is Exceeded
If, during any Demand Response Event, the building falls outside the agreed Comfort Range and, as a result, SPERE POWER or Customer removes the Location from the Demand Response Event prior to the scheduled end time, Customer will not be eligible to receive any incentives, credits, or performance payments for that Demand Response Event (and no proration shall apply).
Data Integrity
Customer is solely responsible for the verification and integrity of its data submitted to the Service. Customer understands that data input, inspection, and management is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. The data made available through use of the Service is provided “as is” and without warranty.
No Guarantee; Liability
• Demand Response performance is affected by weather, occupancy, equipment condition, and Program rules outside SPERE POWER’s control.
• EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, SPERE POWER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR LOST-PROFIT DAMAGES, INCLUDING PRODUCT SPOILAGE, LOST SALES, OR REBOUND ENERGY COSTS AFTER A DEMAND RESPONSE EVENT.
• Customer will defend, indemnify, and hold SPERE POWER harmless from third-party claims arising from Demand Response participation conducted in accordance with the Demand Response Playbook, except to the extent caused by SPERE POWER’s gross negligence or willful misconduct.