This agreement is dated 27th of October 2015.
- ONnergy NV, public limited company with registered office at Generaal Lemanstraat 47, 2018 Antwerp (Belgium) and registered in the Register of Belgium under number BE number is requested (ONnergy);
- with registered office at and registered in with company number (Partner);
FOR THE PURPOSE OF THIS AGREEMENT (THE AGREEMENT), THE FOLLOWING DEFINITIONS SHALL APPLY:
- “Agreement” the main agreement and all annexes attached to it.
- “API” stands for Application Programming Interface and is a collection of definitions on the basis of which a computer program can communicate with another program or element.
- “Development” is a Research & Development project carried out by ONnergy, whether or not at the request of the Partner, at the level of software, necessary to make it technically possible to be able to provide specific services.
- “Intellectual Property Rights” means all rights over inventions, patents, copyrights, drawings, models, trademarks, business secrets, know-how and any other intellectual property rights (registered or unregistered) and all applications for such intellectual property rights, anywhere in the world.
- “License” is the amount payable by Partner as payment for the use and the Maintenance of the ONnergy Partner Platform and the APP.
- “Maintenance” relates to the necessary infrastructure updates of the platform and APP. These scheduled updates ensure the best possible operation of the infrastructure to meet the quality requirements demanded.
- “User” is the Customer of the Partner that uses the APP of ONnergy.
- “APP” is the downloadable mobile app or web application that gives the User access to the functionalities of ONnergy.
- “Customer Journey Communications” are communications based on a predefined workflow in the ONnergy system that are triggered by events while using the app or using the internet to enhance the customer intimacy between the Partner and the user.
- “Partner Portal” is a web portal, accessed over the internet, that allows Partner to invite new users to his customer database on ONnergy, do the follow-up, send notification to one or multiple of them, manage the publicity and other communication and management functions for his customer database.
- “Freemium model” is a commercial model were the user receives an application with limited functionalities for free and needs to upgrade through app stores or on-line payment service to receive the full functionality of the application.
- “Social energy app” is the name of the APP developed by ONnergy which includes energy monitoring, home control, energy game, friend invites, energy ranking and benchmarking.
- “Territory” is the region where the Partner has primary distribution rights on ONnergy solutions and services.
Changes to this Agreement
If this agreement requires amendments or additions, these will only take effect after, they have been signed by authorized representatives of both Parties, unless otherwise agreed in this agreement. Then these amendments and additions form a whole with this agreement.
Purpose of Agreement
ONnergy and the Partner intend to enter into a Partnership in accordance with the terms of the Agreement, on the basis of which ONnergy shall supply a set of services (communication, service management and smartphone app development) and a Social Energy App to the Partner to increase his customer journey communications and intimacy with his Customers and prospects.
Delivery scope and Specifications of the services to be supplied
ONnergy will deliver to the Partner a Partner Portal and APP, with functionalities as described in Annex 2. The Partner has the right to distribute the ONnergy APP to his customer base in the defined territory.
For the access to the Partner Portal the Partner will pay ONnergy a monthly fee, as described in Annex 2.
In case of the Freemium model ONnergy will provide an upgrade functionality and a publicity click through-service in the APP. For the upgrade service the Partner will receive every quarter a revenue share of the received User upgrade fees as described in Annex 2. For the publicity click-through service the Partner will pay a fixed fee per click to ONnergy as described in Annex 2.
ONnergy will follow the digital journey of the User through the APP and deliver automated notifications and messaging services based on automated rule-sets that are standard available and can be adapted by the Partner in the Partner Portal. Optional, if mentioned in Annex 2, a dedicated inbound marketing team can be delivered for the Partner. This team will work exclusive together with the Partner on the management of rule-sets and communication campaigns.
The maximum number of communications per user are depending on the selected service model as described in Annex 2.
The Partner and ONnergy will work together to define the appearance, branding of the Web Portal, APP and customer journey communication. For this the Partner will pay a set-up fee to ONnergy as described in Annex 2. ONnergy will deliver maintenance and support services for the APP and Partner Portal.
ONnergy will deliver a weekly report on the evolution of the Partner’s Customer base.
ONnergy is entitled once years, on the first of January, to implement a price change. ONnergy will aim that these changes results in a better pricing for the Partner. ONnergy undertakes to inform the Partner of the price changes at least before the 30th of November of the previous year.
Invoices must be paid, without settlement or deduction, no later than thirty (30) calendar days after the invoice date, unless ONnergy has agreed in writing to a different payment term.
In the event of late payment of invoices, ONnergy can stop the services until the payment has been completed. This is without any entitlement, directly or indirectly, to compensation by the Partner because of this stopping.
The Partner explicitly agrees that ONnergy can adapt the characteristics and technical specifications of the ONnergy tool to technological developments and can also expand or adapt the ONnergy tools to the state of the technology.
Description of possible future products and services ONnergy will develop new functionalities in the APP and the Partner Portal regularly based on the evolution of the market.
Additional ONnergy accepts to develop new functionalities on the Partner’s request after the acceptance of a specific financial proposal which is not part of this Agreement.
Duration of the agreement
Commencement and duration of the Agreement
This Agreement enters into force at signatures date of this Agreement for a minimum period of twelve months and renews automatically for the same period, unless a written termination letter is sent to ONnergy, three months before the yearly expire date.
This agreement enters into a termination in case one of the below occurs:
- The other Party commits a serious infringement or breach of contract, and this infringement or breach cannot be remedied, or if the infringement or breach can be remedied the other Party fails to remedy the infringement or breach within 30 days after receiving a notice of default by registered letter;
- The performance of all or a major part of the obligations by the other Party is prevented by Force Majeure for an uninterrupted period of three months after the date on which the relevant obligation(s) should have been discharged;
- Any government or regulatory authority with power and/or jurisdiction over the Parties decides that the Partnership under the Agreement is in breach of current laws, rules or regulations, or any government decision, law or other official order has the effect of rendering the Partnership illegal;
- Any of the requisite permits or regulatory formalities was or is refused, was or is withdrawn, or is no longer valid for whatever reason; if however the refusal, withdrawal or expiration of the validity of permits or regulatory formalities is due to the negligence or deliberate fault of a Party or to the fact that a Party has violated the provisions of those permits or regulatory formalities, this will be regarded as a serious infringement within the meaning of (a) above.
On the expiration, termination or cancellation of the Agreement, the Parties will cooperate with each other in returning any and all software and documentation (of whatever nature) to the proper Party.
Parties mutually undertake to maintain the confidentiality of the content and scope of this agreement and all the associated subsequent or prior records, documents and whatever else (“Confidential Information”) and keep this secret such that that only those persons are informed who should be by virtue of their position or need to be informed of the parts relevant to them (“need to know”).
Persons referred to in the previous clause of this Article also include subcontractors, external auditors, tax advisors and legal advisors. Parties will ensure, if necessary by use of confidentiality and non-disclosure agreements, that these people will also treat the information referred to in this Article as confidential and keep it secret.
For the purposes of this article, the following information will not be treated as Confidential Information:
- Information which is publicly available or has become publicly available without breaching the Agreement, or
- Information which was rightfully in the possession of a Party before it received this information from the Disclosing Party, and which a Party had not received previously fromthe other Party under a confidentiality clause, or
- Information which is rightfully disclosed to a Party by a third party without this Party thereby breaching a confidentiality obligation or an obligation to refrain from using this information.
If one Party is bound by law to disclose the information referred to in this Article to competent authorities, the secrecy referred to in this article to the extent it does not apply with respect to the competent authorities if and when the Party called upon to do so does not disclose more information than is strictly necessary for the exercise of statutory duties by the competent authorities and the Party thus addressed informs the other Party as soon as possible about the disclosure.
Upon termination of this agreement, the Parties will immediately return to the other Party all the documents and any other Confidential Information, which has been made available by the other Party.
All Intellectual Property Rights in the software that is provided by ONnergy to Partner will be made available or sold in performance of the Agreement remain the property of ONnergy or its license providers. Moreover, all the developments made, implemented or financed by one Party during the term of the Agreement, and implemented in the app or Partner portal will become the property of ONnergy.
For the term of the Agreement, fifthplay grants to Partner a non-exclusive, non-transferable license to use the software insofar as this is necessary to provide the Customer Journey Services without additional costs being required from the Partner for this beyond the agreed price in Annex 2.
Partner is forbidden to change the software or to produce derived versions of it. Partner is prohibited to reverse assemble the software (reverse engineering) or decompile it (except as
permitted by the applicable law) or to derive in any other way a source code version of the software.
If it appears that the use by the Partner of the ONnergy APP and Partner Portal infringes or threatens to infringe any intellectual property rights or any other rights of a third party, ONnergy will have the obligation, in the following order, to:
- either obtain a usage right for the ONnergy APP and Partner Portal, more particularly a usage right for the Services involved;
- or, modify the ONnergy APP and Partner Portal, more particularly the Services involved, such that the infringement is removed;
- or, replace the ONnergy APP and Partner Portal, more particularly the Services involved, by equivalent Services or those which otherwise do not infringe the rights of third parties.
The above will be done in consultation with the Partner and without additional costs arising for the Partner beyond the agreed purchase price; and without the usage options being more limited than those of the original ONnergy APP and Partner Portal, more particularly those to be provided.
ONnergy indemnifies Partner from any claims with respect to breach by Partner of intellectual property or other rights of third parties, and will compensate Partner for all damages, including court costs and/or lawyers’ fees to be incurred in this context.
The Partner, in connection with what is identified above, will not make any commitments to third parties that could be detrimental for ONnergy, unless ONnergy within a reasonable time after being called to do so has failed to take over the leadership of the negotiations or litigation.
The Partner will, at the request of ONnergy, provide all available assistance for the purpose of contesting such a claim or action.
Parties are not liable for direct or indirect damage. Indirect damage in any case includes lost revenue, lost profits, business interruption and loss of savings.
Even it means the total damages to the extent that this can entirely or almost entirely be traced back to one and the same fact incurring damage. The limitations of liability lapse in case of claims from third parties for compensation for death or injury, if there is intent or gross negligence on the part of the Party concerned, its staff or third parties called in by it, or in the case of breach by one Party of intellectual property rights (of third parties).
On no account shall ONnergy accept liability for damage caused by acts or omissions by Partner or Partner Customers. , or for damage caused by (without this being an exhaustive enumeration):
- Incorrect or improper use of the ONnergy Platform, careless storage or communication to third parties of the unique user identification and password;
- Bankruptcy, suspension of payments, liquidation, cessation or change of activities, products or services of Partner;
- Products and services of Partner, the way in which they are offered, sold, rented out, used, delivered or performed, including loss or theft of products;
- Faulty functioning of the Internet connection, broadband connection, or any other service or infrastructure over which ONnergy has no control;
- Viruses, Trojan horses or bugs in the software which Partner Customers use and which was not supplied or made available by ONnergy;
- Improper use of the ONnergy applications.
- Brief interruptions in the availability or operation of the ONnergy Platform due to technical interventions (e.g. maintenance);
- Hacking of the Web Portal, on condition that ONnergy has taken all reasonable security measures in accordance with the state of the art;
- Phishing, pharming or other forms of Internet fraud or other criminal activities;
- Cases of force majeure, including – but not only – fire, explosions, flooding, storm damage, lightning stroke, power cuts, strikes and government action;
- Services connected with the security of public areas, medical services or life-threatening or vital purposes for which the Energy Management Services are not intendedWhere damage is caused by acts or omissions of Partner or Partner Customers, Partner will compensate and indemnify ONnergy for any resulting damage, costs and prejudice.
The present article will also apply in case of termination, cancellation or expiration of this Agreement (for whatever reason).
Protection of personal data
With respect to the personal data of Customers that Partner in the context of the Agreement notifies to ONnergy, Partner guarantees that it complies with all the applicable laws and regulations concerning the protection of personal privacy:
- in the acquisition and processing of these personal data by Partner; and
- in the notification of these personal data by Partner to ONnergy in the context of the Agreement.
Partner indemnifies ONnergy against all actions, claims or receivables that are the result of non-compliance by Partner of the guarantee described in the above paragraph.
With the delivery of the Customer Journey Communication, ONnergy undertakes to process the personal data of the Partner Customers only on the instructions of Partner. ONnergy may also use the data of Partner Customers for purposes of this agreement and the statistical analysis. Partner undertakes, if necessary, to obtain the permission of the Customer for ONnergy to have the personal data of the Customer processed for the execution of this agreement.
ONnergy ensures that it takes the necessary technical and organizational measures to protect the personal data of the Customers against accidental or unlawful destruction, loss or alteration and against any other unauthorized processing, and ensures an appropriate level of security within the meaning of the Law of 8 December 1992 on the protection of personal privacy with respect to the processing of personal data.
The invalidity or unenforceability of any clause of this Agreement will not impair the validity or enforceability of the other clauses, which will remain valid and enforceable as if the invalid or unenforceable clause did not exist. Each invalid or unenforceable clause shall be replaced by a clause that comes as close as
possible to the original intent of the Parties as set out in the invalid or unenforceable clause.
The fact that one of the Parties does not invoke or use a right or does not apply a penalty or procedure, or does not institute legal proceedings, on no account constitutes a waiver of rights. A one-off or partial exercise of the powers, rights or remedies under the Agreement shall not rule out the subsequent exercise thereof. Any waiver must be notified in writing.
The waiver by one of the Parties of any clause of the Agreement or of any breach or negligence by the other
Parties in the implementation of any of these clauses shall not constitute a permanent waiver, and such waiver shall not prevent the Party concerned from subsequently enforcing any clause of the Agreement that was not waived or from taking action in the event of a subsequent breach by the other Party of any clause of the Agreement.
Applicable law and jurisdiction
The Agreement (and the pre-contractual phase), is governed by Belgian law.
Except for the collection of unpaid invoices that have not been properly disputed, and except for urgent and interim measures, the Parties shall endeavour to settle any dispute arising from or connected with this Agreement amicably within a term of 30 Working Days after notice of default is given.
The courts of Antwerp, Belgium shall have exclusive jurisdiction to hear all disputes that are not settled amicably within the aforementioned time limit.
Agreed, in two originals, and signed in , on the of2015.
Ms. Stéphanie Rosseneu
The following Annexes are part of this Agreement:
Annex 1: Description deliverables
Annex 2: Pricing
ANNEX 1 of Partner agreement between ONnergy and Partner
Description of deliverables
This Annex gives a description of the APP and the Services that are provided by ONnergy to the Partner.
ONnergy offers the Partner a toolset and services for a better understanding of his Customer or prospects, Creates a better customer intimacy and marketing and promotion toolset for new Partner product and services using Energy Efficiency related solutions and/or services.
ONnergy gives by monitoring usage of an energy application and detect the right moment in energy efficiency, control and optimization in people’s lives so with the ONnergy marketing automation and communication an increase of customer loyalty is created.
ONnergy delivers a standard Social Energy App in a free–mium or professional version. Depending on the pricing model the Partner has the right to use this APP, do a rebranding or develop with ONnergy his own app.
What is the market value proposition of the application ?
Free energy app for everybody: ONnergy is a, for the end-user, free service that helps people control their energy budget. The app connects to other smart devices and collects data from smart meters. Or users can easily enter their consumption manually. This means that anybody can participate.
Energy management made easy: Users enter their maximum energy budget and ONnergy will do the rest. Pre-configured tariff plans and consumption visualization in currency, e.g. €, makes it easy to use and even easier to understand.
Power to the people: ONnergy is designed to improve energy behavior in a fun way. Users challenge their friends in a footprint game and can benchmark their consumption with others. Credits are earned along the way, which can be redeemed later.
What is the Partner value proposition ?
Over the top customer acquisition tool : Inviting friends for credits, creating teams to win the monthly energy battle, integrating technology of competition will create a new “over the top” customer experience with the Partners brand. Once registered and part of the ONnergy community Partner can start promoting services for easy customer acquisition.
Customer experience logging : Looking at the energy behavior, looking at energy usage ONnergy will use the customer Journey Mapping to communicate the right message at every individual prospect or customer for new contracts or creating loyalty.
Fast go2market without any risk : ONnergy will be an in depend solution proposed by the Partner to his customer base. “ONnergy license” . The exploitation will be fully covered by ONnergy team while data and customer experience fully belong to the Partner. The concept allows a fast market entrance and no change in company DNA. The ONnergy concept just extends the current marketing and sales strategy of the Partner at a lower cost and without any operational impact.
Increases revenue and decreases churn : By a better daily follow up of the customer’s journey, adapted bundles can be proposed for an increase of revenue. Those bundles can consist of IOT technologies or new type of service bundles. The promotion of the app through Benchmarking and Invites will enable new customers to become member of the app community and ready to receive more directly information on promotions and bundles
A clear differentiator compared to a traditional home control : The application focuses on energy budget management with home control and the whole concept of customer intimacy through modern social media.
In this Annex de functionality and services of the freemium and professional version of the App is described.
- APP for WEB, iOS & Android .
- Partner web portal for configuration and daily follow-up
- Workflow and campaign management for Customer Journey communication (optional: dedicated inbound marketing specialist)
- App development (optional)
- Setup and success management services (optional: dedicated success manager)
APP Features Overview
General APP Feature list:
- Electricity, Gas, Water consumption and production budget control
- Manual or automatic energy metering
- Home control for controlling light, thermostat, Smart Plugs, Shutters, pumps, heaters, boilers, fridge,
- The ONnergy footprint game: Invite your friends to become part of ONnergy, join in one team and try to get the heights ranking
- In App or Web tracking of usage for Customer Journey Communication.
- Back-end CRM like engine to follow-up daily user events, triggers, behaviors so the Partner can communicate to users on events, give a weekly or monthly update report on their energy status, credits and ranking.
- Open API’s so integration with other systems if required is relatively easy.
- Supported of iOS & Android and Modern Web Browser
- The feature list will continue to grow in time adding additional functionalities
The application allows you to register the consumption for Electricity, Gas and Water or production of Sun panels.
There are two ways for doing the input of the meter values depending on the level type of ONnergy license used :
- Manual input: the user can through the user interface type in the exact meter values for the different consumption levels of electricity, gas and water.
- Automatic Meter input: In this case the user must have a Smart Home solution that is compatible with the ONnergy Social Energy App such as the Fifthplay Smart Energy management solutions. By linking one of the supported platforms with the application the user will get automatically values from the meters populated into the application.
Energy budget management:
The User is able to insert an amount (in €) in order to set a maximum budget for each of the products (Electricity, Gas and Water) and the value of his consumption of last year. Those values can the later be used to compare the usage against this budget as well as to send some notification e.g. in case of overconsumption in one of the categories. Only in the upgrade or professional version the budget management can be done for all products. In the Freemium version this is limited to one product ( Electricity, Gas, Water or Production ).
For each of the products (Electricity, Gas and Water) an average value based on the user consumption will be calculated and displayed.
For each of the products (Electricity, Gas and Water) based on the interred or measure values an estimate will be calculated in order to predict the consumption for a certain period of time. To enable this feature the application will take the available information on tariffs that are used in the region or if possible per energy supplier in the region of the user. The used tariffs will be the best approaching simulation of tariffs used in the territory.
Energy Tips & Tricks:
Based on the users profile as well as the difference between real time consumption, budget and estimate saving tips can be pushed to the user in order to help them on how they can get a grip on their consumption. The Partner is able to manage and adapt the standard tips and tricks in the system. This feature is only available in the upgrade or professional version.
The User is able to invite friends or acquaintances stimulating them to also start using the ONnergy Social Energy Application and as a result growing their “social energy circle”. Invites can be sent out through these platforms: Email, Facebook, Whatsapp or Text Message (SMS).
This function shows a list of devices that can be controlled from a distance using the application. In order to be able for this function to work you will have installed one of the supported Smart Home technology solutions that can be configured in the configuration part of the application.
Home Control Groups/Rooms:
This allows the user to bundle sensors or actuators so actions can be linked to groups or rooms instead of individual components. This feature is only available in the upgrade or professional version.
Home Control Third Party API:
A number of 3rd party Smart Home Control systems can be linked based on API integration. This feature is only available in the upgrade or professional version.
When launching the application or using the application splash screens or banners configured by the Partner, with possible publicity information, will be shown random in the application. In the professional version the Partner can choose to put this publicity on or off.
In App & Push Notification:
Notifications related to certain events e.g. budget alerts, marketing campaigns or entered by the Partner through his management portal, will be handled within the application itself and send to the messaging center of the smartphone.
The ONnergy CRM system calculates daily the evolution of the Energy consumption against a number of parameters ( like M2 of the house, number of people in the home, … ). Based on this result the user is benchmarked against the ONnergy community on is Energy behavior. In the APP this is visualized on daily basis.
Standard a set-up period of 30 days is foreseen from the moment of reception of the payment of the set-up fee. During this period the customer can consult the ONnergy set-up team. For the professional rebranded version this period is extended to 90 days.
Partner Web portal feature Overview
The Partner web portal is divided in a number of tiles. Each of those tiles has a management functions for the Partner User community. The portal is protected with a username and password. The number of authorized users to the portal is defined by the Partner and configured by ONnergy.
(example of a Partner portal)
Tile for publicity link/creation:
The tile will enable the configuration, upload and preview HTML splash screens and banners. The number of splash screens or banners is unlimited and they will appear random in the application. The click through URL, start and end date can be configured for each item.
In the dashboard tile the statistics of my users are displayed. Items that are shown graphically (daily, weekly, monthly and yearly)
- Number of registered users
- Number of logins
- Number of clicks on the banner ( in clicks and euro’s)
- Number of manual measuring points
- Number of digital measuring points
- Number of home control users
- Number of upgraded users
Tile for user management:
In the user management tile I can do a search on users, a list of all my users, see user details on last login, supplier, credits, I can delete or set users on hold. In this tile the password of the user can also be reset.
Tile for invite new customers message/e-mail:
As Partner I can enter an email address or upload an excel sheet with e-mail addresses. Each of the users will be created in the database as a user using the email address, receives a random password and a welcome mail to the ONnergy platform. As from that moment the user is followed in his Customer Journey.
Tile for Partner’s shop bundels:
Optional the Partner can use the e-shop module of ONnergy. In this tile the Partner can offer bundels and services to his users. With an easy click in notification or publicity items the user can be redirected to the shop.
Tile for messaging to customers:
With this tile Partners can send notification to individual or to all my users.
Tile for footprint game ranking & scoring:
In this tile I can see the status of the ranking and scoring of all my users.
Tile for credit definition (release 2016):
In this tile the Partner will be able to change the standard credit system of the application and adapt it to his own definition.
Energy tile (nbr of energy inputs):
As ONnergy Partner I can see the total energy produced, consumed (WEG) for my community.
(Hour, day, week, month, year)
Tariff tile (available 2016):
As Partner can see all tariff plans that are available in the tariff database for my user group. He can create a new one or select tariff plans to be hidden for his community.
Tile to Push-notifications to one, group or all users by Partner:
With this tile the communications used by automatic rule engine can be edited.
ANNEX 2 of Partner agreement between ONnergy and Partner
Type of Service:
- 750 Euro set up fee
- 300 Euro per month
- 0,1 Euro per publicity click
- 15% revenue share on sold upgrades
- Up to 10 mails per month per user
- Unlimited number of users
- Access to Web Partner portal
- Dedicated Inbound marketing or success manager optional
Professional without rebranding
- 750 Euro set up fee
- 000 Euro per month
- 15 euro per registered user
- No publicity click charge
- Up to 20 mails per month per user
- Unlimited number of users
- Full functionality
- Access to Web Partner portal
- Dedicated inbound marketing specialist
Professional with rebranding
- 000 Euro set up fee
- 500 Euro per month
- 5 euro per registered user
- Freemium model for Partner possible
- Up to 20 mails per month per user
- Unlimited number of users
- Full functionality
- Access to Web Partner portal
- Dedicated inbound marketing specialist
- Dedicated success manager
Customized setup @ 495 Euro per day
- Graphical redesign
- CRM integration
- Report adaptation
- Communication adaptation
App development @ 495 Euro per day
Full-time dedicated inbound marketing specialist (4 500 Euro)
Half time success manager (3 750 Euro)
(All mentioned prices are exclusive VAT)