SERVICE SUBSCRIPTION TERMS
Version v.202107a
(the “Terms”)

1. General eligibility criteria

Before registering for the Subscription, Hilo must access Data in order to evaluate and confirm eligibility of the Property for the Services and to prepare for participation in personalized DM Events, where appropriate. To this end, the Customer authorizes HQ to share its Data with Hilo. After analysis, Hilo will advise the Customer in writing as to its decision whether to accept or not accept their Subscription.

To be eligible for a Subscription:

  • All Customers must have a Smart Meter;
  • All Customers must have an electricity provision subject to rate G, G9 or M;
  • All Customers must have an estimated Potential Curtailment after analysis that is considered to be sufficient by Hilo.

Even if a Customer qualifies according to the eligibility criteria for a Subscription as listed above, Hilo reserves the right, at its sole discretion, to refuse a Subscription request from a Customer.

2. Duration of Subscription

The Contract is in effect as of the Start Date. However, the Subscription starts at the effective date and ends, subject to Article 9, on the due date of the period indicated in Article 4 of the Application (the “Initial Period”). The Subscription is automatically renewed consecutively for a duration of one (1) year if no prior notice is provided, by either of the Parties, of an intention to terminate the Subscription within the thirty (30) days before the expiration of the Subscription.

3. Service Fees

The Customer must pay Hilo the amount of the Fees payable as of the Start Date indicated in the Application in order to take advantage of the Subscription. The remaining Fees indicated in the Application (the “Fee Balance”) will be divided annually, into equal parts, over the Initial Period (the “Annual Fee Balance”). The Customer must pay Hilo, each year during the Initial Period, the amount of the Annual Fee Balance in order to take advantage of their Subscription, plus the applicable interest rate provided in Article 10 of the Application. All taxes (GST and QST) applicable to the Fees will be payable in addition.

The Customer agrees to pay all Fees that will be invoiced by Hilo without any deduction or compensation. The Customer must pay all Fees that are invoiced within sixty (60) days following the date indicated on the invoice, otherwise late fees of 2% per month will be applied. Hilo reserves the right to suspend or cancel a Subscription if the Customer does not pay the Fees within ten (10) days following a notice sent by Hilo to the Customer informing them of their failure to pay.

In case of a cancellation of the Subscription before the end of the Initial Period, the Fee Balance remaining on the Customer’s account will immediately become due, plus the applicable interest provided in Article 10 of the Application. All taxes (GST and QST) applicable to the Fees will be payable in addition. In cases where the Subscription is terminated before the end of one full year, the Annual Fee Balance for the current year will be calculated based on an equalized monthly reduction over a period of twelve (12) months.

4. Participation method in DM Events

The Customer undertakes to participate in DM Events in conformance with the participation methods outlined in the Application and agreed upon by the Customer and Hilo in the Terms.

Hilo will advise the Customer that their participation is required through the Web Platform no later than 5 p.m. the day before the DM Event.

5. Customer Discount and Payment for DM Events

The Customer will benefit from a discount in the form of a rebate to be applied to the Fee Balance (the “Discount”). This Discount is calculated based on the rate (%) agreed upon between the Parties undersigned in this Application. This Discount will be divided annually, into equal parts, for the Initial Period (the “Annual Discount”). On condition that the Customer is not in default of their Contract and that the participation methods for DM Events provided in this Application are respected, the Annual Discount will be automatically applied to the Annual Fee Balance payable by the Customer (before GST and QST).

In cases where the participation methods for DM Events have not been respected by the Customer as provided in this Application, the Customer will not have any right to the Annual Discount either in part or in full. In case of cancellation of the Subscription during the Initial Period, the Customer will not have any right to the Annual Discount or to any future Discount either in part or in full.

In addition to the Annual Discount (as per the conditions outlined previously), in return for their participation in DM Events, Hilo will pay the Customer an annual payment calculated based on their Curtailment (the “Payment”). The amount of this Payment corresponds to the Unit Amount multiplied by the measured Curtailment (kWh). The Payment will be made to the Customer annually according to the Payment Method and the Payment Period provided in Article 9 of this Application.

6. Duration of DM Events per year

Hilo may proceed to a power demand for the Property up to the limit for the maximum duration for DM Events as indicated in Article 3 of the Application. A lower total number of hours for DM Events could result in a lower Payment.

However, if it happens that the combined hours of DM Events is not enough to generate a Payment sufficient to cover the entire Annual Fee Balance, after deduction of the Annual Discount, for the year in progress, the amount of the Annual Fee Balance will be reduced to zero dollars ($0), on condition that the Customer respects the participation methods for DM Events provided in the Application.

7. Installation of Services

So that Hilo can install and establish its Services successfully, the Customer must prepare the area of the Property where the Services will be installed and follow the other steps outlined in Article 7. Any delay on the part of the Customer in fulfilling these preparatory steps may also delay installation of the Services.

The time for the installation of Services must be agreed upon by Hilo and the Customer, given that this time must be on a business day between 6 a.m. and 6 p.m. and be in conformity with all collective agreements applicable to workers, particularly collective agreements related to the construction industry in Quebec, if applicable.

When the Devices are physically located in an area of the Property, the Customer must provide Hilo with guaranteed, reasonable access to this area so that Hilo can install and maintain its Services and all Devices, equipment, components, software and communication connections that Hilo uses to provide its Services.

The Customer is responsible for:

a) Responding to all requirements of the renter, owner or manager of the Property or any other person needed by Hilo so that it can install and maintain its Services;
b) Obtaining all permissions and approvals from and paying the required fees by one of the people listed in the preceding paragraph relating to the installation or maintenance of the Services;
c) Providing Hilo with access to the location where the Controller will be installed and keeping this area accessible, with reasonable prior notice, during the entire period that Services are provided. In a situation where the Customer has exercised the option of having the programming of the BAS control sequences handled by Hilo, this access must also extend to this equipment;
d) Keeping the BAS and the Controller connected, in conformity with the Connectivity Policy;
e) Keeping all information on the Web Platform up to date, as well as any information provided to Hilo as part of its Services;
f) Ensuring that any passwords for the Web Platform remain confidential, as well as maintaining the security of access to Devices, the Controller, the Hub and the portion of the BAS providing access to Data or other information collected by Hilo for the delivery of its Services;
g) Keeping the BAS functional, in accordance with established standards, including the BACnet/IP Protocol;
h) Keeping the DM strategies installed by Hilo for the entire Service period, despite any modification or alteration to the BAS that might be made following the installation of Devices, the Hub, the Controller and the installation of the Services;
i) Keeping your electricity subscription with HQ, in accordance with the eligibility criteria for the Services and in respect of all applicable rates and service conditions.

8. Use of the Services

The Customer must have a Hilo account on the Web Platform to use the Services. The Customer is responsible for the information they provide during the creation of their account, the security of their passwords for the account and any use made of their account.

The Customer is responsible for:

a) Ensuring that their use or that of end users of the Services is in conformity with this Contract;
b) Deploying reasonable efforts to prevent any unauthorized access to the Services;
c) Immediately informing Hilo if they notice that the Services, the account on the Web Platform or their Customer password has been subject to unauthorized use or were used in an improper way; d) Allowing the sharing of data with Hilo during the entire period of the Services;
e) Sharing economic and quantitative data with Hilo relating to any other energy source consumption on the Property;
f) Advising Hilo of any change in the end users or agents benefiting from the Services;
g) Maintaining access to the Property for Hilo Representatives in order to enable the conducting of tests and the improvement of Devices, the Hub, the Controller or the Services;
h) Maintaining physical and computer access to the Meters relating to the Services for Hilo Representatives for the entire duration of the Subscription in accordance with the Connectivity Policy;
i) Informing Hilo of any modification that could notably influence energy consumption, particularly including, but without being limited to, any renovation, move or modification to the commercial or industrial facilities belonging to the Property;
j) Advising Hilo of any abnormality or failure of Devices, the Hub or the Controller which should be brought to its attention;
k) Guaranteeing conformity with regard to the skills, terms, rights and authorizations relating to the Contract, as well as the permits and licences needed for their execution according to the regulations in effect in the province of Quebec;
l) Maintaining the annual participation rate in DM Events for the Property as stipulated in the Application.

The Services were created for professional use by the Customer and that of the occupants of the Property and, without the written consent of Hilo, the Customer must not, directly or indirectly, sell, resell, license, transfer, rent, invoice fees for or distribute these Services.

Furthermore, the Customer must not:

i. Make any false statements in order to take advantage of the Services;
ii. Use the Services is such a way as to avoid payment of the Fees;
iii. Use the Services in such a way as to compromise or alter the fair calculation of the Payment;
iv. Modify or interfere with the Services, Devices, Hub or Controller;
v. Proceed to perform installation or activities, in the immediate area around the Devices, the Hub or the Controller used to provide the Services, such that such an installation or activity damages or alters the integrity of the Devices, Hub or Controller;
vi. Use the Services in an illegal or abusive way.

The Customer accepts that Hilo can take the necessary measures to ensure respect of paragraphs i through vi of Article 8. These measures may include, without being limited to, proceeding to perform audits and diagnostics on the Property’s control systems established for the purposes of providing its Services. Furthermore, Hilo reserves the right to interpret the Curtailment results in order to ensure that they respect the intended objectives, particularly the Baseline agreed upon as part of the Services solution.

The Customer must respect Article 8. Respect for the Customer’s commitments are as outlined in this article, that being the maintenance of Hilo’s Services, except where Articles 3 and 9 of the Contract may apply.

Furthermore, for the duration of the Subscription, Hilo undertakes to provide the Customer with reasonable advance warning for any visit that may be made that requires access to the Property. This notice may however be shortened for reasons of continuity of the Services or for emergencies, or completely discarded if such is agreed upon by both Parties.

9. Service inclusions and exclusions

For the purposes of the Contract, Hilo undertakes to establish appropriate measures to maintain adequate functioning of the Devices, the Hub and the Controller, as well as to supply the Devices, the Hub and the Controller and install them on the Property according to a diagnostic analysis to support the installation of the Services.

In addition, Hilo is responsible for:

a) Proceeding with a diagnostic analysis of the Property to enable the installation of the Services;
b) Providing the Devices, the Controller and the Hub to fulfill the Contract;
c) Programming the Devices, the Controller and the Hub during their installation or, if necessary, before their installation on the Property.
d) If necessary, proceeding with an electrical installation of the Controller and the Hub on the Property;
e) If necessary, proceeding with the electrical installation of the telecommunication outlet for the Controller in accordance with the Connectivity Policy;
f) If necessary, proceeding with the programming of the BAS for the Property to enable installation of the Services on the Property. This programming may include, depending on the Customer’s needs, the supervision of the BAS, backing up the programming and even the programming of the BAS;
g) Updating the BAS charts in relation to the Data collected for the purposes of the DM;
h) Establishing the Services as defined in this Contract and ensuring the necessary verifications are made for the purposes of the Contract;
i) Except if otherwise requested by the Customer, subscribing the Customer, in their name and exclusively for the period required to install the Services, for the Trial Rate with HQ and sharing with HQ any necessary information for the purposes of the electricity subscription, in accordance with the rates and service conditions in effect at the time of the electricity subscription;
j) Making the Web Platform accessible to the Customer for monitoring the Services, including amongst other things tracking the DM Events;
k) Offering CS for follow-ups concerning the optimization of the installed Services and their use by the Customer;
l) Replacing, free of charge, any defective Device, Hub or Controller that was installed on the Property and which harms the Services received by the Customer, on condition that this defect did not result from a fault or negligence on the part of the Customer and that Hilo is advised of the defect within a reasonable amount of time.

Only Hilo Representatives may handle the transfer, replacement or modification of a Device, Hub or Controller except unless otherwise agreed to by the Parties. The removal of the Hub and the Controller at the end of the Contract can only be performed by Hilo Representatives, conditional to a specific agreement made to this effect between the Parties.

In addition, for the duration of the Contract, Hilo undertakes to provide reasonable advance notice to the Customer of any visit made that requires access to the Property. This notice may however be shortened for the purposes of maintaining continuity of the Services or for emergency reasons, or may be totally disregarded upon agreement to such effect made between the Parties.

10. Cancellation of the Subscription

In case a Party fails to uphold an obligation imposed by the Contract, the other Party may, 10 working days after a notification is received informing the Party of the failure and given the absence of any reasonable correction of the failure, this Contract may be cancelled in full or in part.

From the Effective Date, the Customer cannot unilaterally cancel the Contract, neither in part nor in full, without proving such breach. By virtue of this, the Customer therefore waives their right to proceed in such a manner as provided in Article 2125 of the Quebec Civil Code.

At any time during the Contract, Hilo reserves the right to cancel all or part of the Contract at its sole discretion. This unilateral cancellation of the Contract will be possible following a period of ten (10) consecutive working days after a notice to the Customer specifying the cancellation terms. In case of a discretionary cancellation on Hilo’s part, no fees nor compensation will be required between the Parties. All Fees that may be required by Hilo for the remaining Initial Duration will therefore be reduced to zero dollars ($0) in case of a discretionary cancellation by Hilo. This decision may result from, amongst other things but not limited to, any obligation or decision originating from regulatory framework applied by the Régie de l’énergie.

In case of a cancellation of the Subscription before the end of the Initial Period, the remaining Fee Balance in the Client’s account becomes immediately due and payable in addition to the interest rate provided in Article 10 of the Application. All taxes (GST and QST) applicable to the Fees will also be payable. In such cases where the Subscription is terminated before the end of one full year, the Annual Fee Balance for the year in effect will be calculated based on an equal monthly reduction over a period of twelve (12) months.

11. Ownership

The Hub and the Controller, including their components, installed on the Property are and remain the property of Hilo at all times. In no case will it be possible for a Customer to acquire this property, whether by integration into the building or acquisitive prescription, without the express consent of Hilo. The Customer must nevertheless undertake to maintain the integrity of the Hub and Controller, failing which the replacement of the abovementioned, when damaged, will be at their charge, including the related taxes and installation fees.

Subject to the preceding, the Customer is the owner of the Devices. The ownership of the Devices is transferred to the Customer when the Customer pays the initial amount of the Fees agreed upon in this Application.

All of the intellectual property rights related to the Services are held by Hilo, whether as an owner or an authorized licensee. No commercial secret, technical information, knowledge, patent, authorship rights, trademark or other exclusive right or intellectual property right is conceded under license, granted or otherwise transferred directly or implicitly, by estoppel or otherwise, by Hilo to the Customer.

At all times, the Customer undertakes not to effect or authorize anyone, without Hilo’s consent, to effect any of the following: (a) copy, modify the Services or create a work derived from the Services, (b) reverse-engineer, decompile, translate, disassemble or attempt to extract by some other manner the Services.

The Customer undertakes to never use the information collected for the purposes of the Contract to perform or have performed, on their behalf or by a provider of services similar to the Services, comparative analysis tests of these Services.

At its discretion, it is possible for the Customer to transmit comments or suggestions to Hilo on the Services (“Comments”). The interpretation and use of these Comments by Hilo will take place at its entire discretion and in no way forms a commitment by Hilo towards the Customer.

12. Communications and advertising

Any advertising project by or for the Parties with respect to the Contract must be submitted for the written approval by the other Party. This applies to all advertising media, such as signs, billboards or other forms, as well as any written or electronic media. However, the Data may be used for promotional purposes by Hilo, on condition that these are anonymized and do not permit anyone to determine their provenance.

The Customer cannot use, for any purpose whatsoever, Hilo’s name, image, logo or trademark without prior authorization by Hilo.

Any request for information concerning the Contract or the Services coming from any written or electronic media or from any other person must be submitted to Hilo.

13. Confidentiality

Confidentiality requirements. Confidential information is kept in confidence and used only for the purposes of the Services and must not, without prior written consent by the Disclosing Party, be revealed or used by the receiving Party or its Representatives in any way whatsoever, in full or in part, if such use does not comply with the requirements of this Agreement.

Disclosure to Representatives. The Receiving Party is allowed to provide or reveal its Confidential Information only to the Representatives that need to know the Confidential Information for the purposes of providing the Services, and they will be informed by the Receiving Party in a confidential manner. These Representatives must accept to be bound by confidentiality obligations that are as restrictive as those provided in this Agreement, and the receiving Party must agree not to provide or reveal the Confidential Information to any other person. The Receiving Party must take all reasonable measures (particularly of a legal nature) against the Representatives to prevent the prohibited or unauthorized disclosure or use of the Confidential Information.

Responsibility and injunction. The Receiving Party is responsible for any violation of this Agreement by one of its Representatives. The Receiving Party understands and acknowledges that the Disclosing Party might be subject to immediate and irreparable harm in the case of a violation of this Agreement by the receiving Party or its Representatives, harm which may not be compensated by monetary damages. As a result, the receiving Party agrees that in addition to any other recourse the Disclosing Party may claim, the Disclosing Party has the right to ask for one or several injunctions (without having posted a bond or without making any proof of actual damages) to prevent the actual or imminent violation of this Agreement.

Legal communication request. If the Receiving Party or its Representatives are requested or required (by means of deposition, examination, document request for information presented pursuant to applicable legislation regarding access to information, subpoena to testify, request for civil inquest, dispensation by a regulatory authority or another governmental authority with competency in this regard from the targeted Party or the object in question or similar measures) to reveal the Confidential Information, the receiving Party must advise the Disclosing Party without delay and in writing of such requests or requirements, to the extend required by law, and must collaborate with the Disclosing Party such that the latter can request, without cost, an appropriate protective order or can claim some other appropriate recourse. In the absence of a protective order or the exercise of some other recourse, the Receiving Party can produce this Confidential Information if, on the advice of their legal advisor, the Confidential Information is presented in response to a communication request or request for the purposes of a legal or administrative process, but the Receiving Party or its Representatives must deploy reasonable efforts to obtain assurances that the Confidential Information will be kept in confidence.

Ownership of confidential information. The disclosing Party maintains ownership of the Confidential Information provided or revealed to the receiving Party at all times.

Sharing of Data with HQ. For the purposes of this Contract, the Customer authorizes Hilo to share the Data in real time, except for the Property’s telemetry data, with HQ and to obtain from HQ any information the latter holds relating to energy consumption in real time, as well as any historical data related to the Customer’s electricity account. This information sharing extends also to all information required for the Customer’s registration by Hilo at the Trial Rate, as well as technical and technological information relating to the Customer’s electricity subscription with HQ for the Property.

Use of Data after Subscription. Following the Subscription, Hilo can store Data unless the Customer requests, in writing, that Hilo destroy the Data. Data stored by Hilo may be used in order to improve services, whether for statistical purposes or for the analysis of its technologies. Where necessary, Hilo undertakes to anonymize the Data in its possession after the Services period and to only allow access to Representatives who need to know them.

14. Guarantee and limitation of responsibility

Hilo does not guarantee its Services to be free of error or interruption. To the extent permitted by law, legal guarantees and conditions (implicit or statutory) do not apply to its Services.

Before executing its Services, Hilo will purchase and maintain, and its own cost for the duration of the Services as stipulated in the Subscription and for the twelve (12) months that follow: a) liability insurance against financial consequences that it may be responsible for, due to physical damage, material damage or bodily harm in the amount of two million dollars ($2,000,000) covering damages to property and persons that may be caused during the execution of its Services; b) tenancy liability insurance that could be needed due to material damages or bodily harm incurred at the Customer’s Property in the amount of one million dollars ($1,000,000); and c) equipment damage insurance provided as part of its Services, the amount of which is determined based on the cost of replacing the ensured equipment.

Hilo has no responsibility towards the Customer for any loss of proceeds, business opportunities or any failure of or problem with its Services. This limitation applies even if Hilo is aware that such losses are possible. Hilo can therefore not be held responsible for any indirect, special, incidental, consequential or punitive damages, irrespective of the kind of action intended, whether in contractual or extra-contractual terms.

Limitations and exclusions to this Article 14 apply to any claims whatsoever made against Hilo and its affiliates.

15. Outsourcing

Hilo may delegate its obligations relating to the Services, in whole or in part, to a subcontractor without the prior written consent of the Customer and will advise the Customer to this effect.

16. Transfer

A Party may transfer the Contract or delegate its obligations specified in the Contract, in whole or in part. Any transfer of the Contract or delegation of its obligations must be followed by a notice submitted to the other Party as soon as possible. However, any such transfer or delegation does not free the Party who cedes their obligations under the Contract.

17. Miscellaneous provisions

Comprehensiveness. The Contract constitutes the entire agreement between the Customer and Hilo relating to the subject contained herein, it replaces all promises, prior arrangements, stated in writing or verbally, and cannot be changed other than by written agreement duly signed by the authorized representatives of the Parties. However, the protocols and policies related to this Contract can be updated unilaterally by their authors, and the Customer will be informed of this update within a reasonable time frame of once Hilo is aware of these changes.

Independence. The Contract does not undertake to establish a relationship based on representation, partnership, employment or joint venture and must not be interpreted as having created such a relationship. Hilo is not empowered to bind the Customer without their prior written consent.

Continuity. Any Contract provision that must, given applicable laws or by its own nature, continue after the cancellation or expiration of the Contract will remain in effect after the cancellation or expiration of the Contract, in particular Articles 13 and 14 of the Contract.

Applicable law and jurisdiction. The Contract is governed by and must be interpreted in conformity with the laws of the province of Quebec. The Parties irrevocably consent to the exclusive jurisdiction of the courts of the province of Quebec in the legal district of Montreal in case of any legal action relating to the Contract.

Independence of provisions. If a provision or any part of a provision of the Contract is declared invalid, illegal or non-binding by competent court, such a decision will have no effect on the validity, legality or legal enforceability of the remaining provisions and every provision or any part thereof is herein declared distinct, severable and independent.

Currency. All amounts indicated herein are in Canadian dollars.

GLOSSARY

Subscription” is the Customer’s subscription for Services offered by Hilo according to the Contract.

Devices” are all equipment installed or supplied to the Customer to ensure delivery of the Services specified in the Contract or towards the application of the Connectivity Policy. These Devices are summarized in Annex 1 of the Application.

Annual Fee Balance” is defined in Article 3 of the Terms.

Fee Balance” is defined in Article 3 of the Terms.

Property” is the commercial, industrial or institutional property involved in the Subscription identified in the Application. If necessary, this designation may indicate the part of the property that is the subject of the Subscription, in which case, only those premises identified in the Application will be subject to the terms of the Contract and be admissible for Services.

BMS” or Building Management System, the automated control system installed in the Property.

Customer” is the legal person, company or organization of commercial, institutional or industrial entities responsible for the Subscription.

Comments” is defined in Article 11 of the Terms.

Meter” is the energy measurement device supplied by HQ to fulfill an electricity subscription, in accordance with the rates and conditions of services provided by HQ that are in effect.

Reference consumption” is the reference consumption established based on the Linear Regression of average power supplied of the course of the current calendar year. Hilo may adjust the reference power if needed to better reflect the normal energy consumption profile of the Customer.

Actual consumption” corresponds to the consumption recorded by the Property’s Meter during a DM Event.

Contract” is comprised of the Application between the Customer and Hilo and these Terms.

Controller” refers to telemetry and telecommunications equipment installed by Hilo on the Property linking the BAS and the Web Platform, to facilitate DM, as specified in the Connectivity Policy. This equipment remains the property of Hilo at all times.

HVAC” is heating, ventilation and air conditioning.

Start Date” is the date the Customer signs the Application.

Effective Date” is the start date for services established in the installation certificate sent by Hilo that attests that the Services have been completely installed, in accordance with Article 6 of the Terms, and are in operation on the Property.

Data” includes the following information (including any updates): the Customer’s sector of activity; any points of contact or intermediaries (on the part of the Customer or at HQD); the rate applied to the Property; the energy consumption in real time and historically of the Customer and the annual billing of the Property; the Meter model for the Property; the contracted power and, UF, PF; data history on demand and consumption and CO2 emissions for the Property and the telemetry data on the Property’s HVAC systems.

Initial Period” is defined in Article 2 of these Terms.

Curtailment” is a value, expressed in kWh, that corresponds to the difference between the Reference Consumption and the Actual Consumption during the Customer’s participation in a DM Event. This value cannot be negative.

EMS” or “Energy Management System” is a tool to display performance indicators, particularly including participation in DM Events and the Web Platform.

Agreement” signifies all of the reciprocal confidentiality obligations specified in Article 8 of the Contract.

DM Event” refers to the Customer’s participation in requests to reduce their power consumption for the Property during the Curtailment Period, which is preceded by a Preheating Period and followed by an Adjustment Period.

Application” refers to the Subscription application including the terms agreed to by the Customer and Hilo.

Fees” are all Connection Fees, Rental Fees and Telecommunications Fees, the respective amounts of which are specified in the Application.

Rental Fees” are the fees related to the rental of the Hub and the Controller and for the maintenance of Services.

Connection Fees” are the fees related to Devices, as well as to the electrical connection and adjustments to BAS programming during the installation of the Services.

Telecommunications Fees” are the fees related to the telecommunications services needed by the Services.

DM” refers to demand management

Hilo” refers to Hilo Services Inc., the provider of the Services.

HQ” refers to Hydro-Québec, the legal entity formed pursuant to the Loi sur Hydro-Québec.

Payment Method” is the means that will be used by Hilo to transfer the Payment to the Customer, as provided in the Application.

Unit Amount” is the amount in dollars determined based on the Application and that enables the calculation of the Payment when multiplied by the Curtailment for a DM Event.

Disclosing Party” is the Party that imparts Confidential Information.

Receiving Party” is the Party that receives Confidential Information.

Party” is Hilo or the Customer

Parties” refers to Hilo and the Customer

Hub” is the Philo gateway which is the telecommunications equipment installed by Hilo that enables the communication of Data between the Meter and the Web Platform, in accordance with the Connectivity Policy, for purposes of DM. This equipment remains the property of Hilo at all times.

Curtailment Period” is the period of a DM Event for a Peak during which the power demand of a Property is reduced.

Pre-heating Period” is the preparation period for the Property’s systems, particularly HVAC, prior to the start of the Curtailment Period.

Adjustment Period” is the period when the Property’s systems, particular HVAC, return to their normal state of operation following the Curtailment Period.

Payment Period” is the time of the year when the Payment is made by Hilo to the Customer, as determined in the Application.

Web Platform” is the console(s) or web application provided by Hilo to the Customer that enables them to run, track or manage the Services, particularly DM Events.

Peak” refers to exceptionally high electricity demand for a given period.

Connectivity Policy” is all of the instructions and parameters enabling access to and the security of the telecommunications network,, as defined in the Hilo Connectivity Policy, in accordance with the link provided in Article 12 of the Application.

Curtailment Potential (kWh)” corresponds to the average Curtailment targeted by the Property as defined during the Property’s diagnostic. The Curtailment Potential is calculated for each Property’s Meter. In situations where a Property has several Meters, the sum of the Potential Curtailment of all Meters becomes the Curtailment Potential of the Property. The targeted Curtailments are the result of multiplying the Curtailment Potential by the number of Curtailment hours effected during a DM Event.

BACnet/IP Protocol” is all of the instructions and parameters applicable to the BAS concerning, amongst other things, the network topology and the integration of technology into the Property, in accordance with the link provided in Article 12 of the Application and the following link: Bacnet.org.

Régie de l’énergie” is the administrative tribunal established by the Loi sur la Régie de l’énergie.

Linear Regression” is calculated based on the Average Temperature recorded by the closest weather station. It should be noted that, for each Property’s Meter, a distinct curve for consumption and reference power may be established for the periods in the morning and afternoon as well as according to the days of the week.

Discount” is defined in Article 5 of the Terms.

Annual Discount” is defined in Article 5 of the Terms.

Payment” is the annual financial compensation for the accumulated power Curtailment during DM Events as provided in Article 5 ofo the Terms.

Confidential Information” means, for the purpose of the Contract, all information or other communication (including Data, the Contract and the Application, as well as the documents specified in Article 12 of the Application) transmitted as part of the Services and that the Customer or Hilo or one of their subsidiaries or affiliated companies or their Representatives have exchanged or revealed to the other and/or their Representatives, whether in a physical or intangible form and irrespective of its form or medium (particularly, electronic or verbal communications), whether the confidential nature is verbally indicated or not, or whether the confidential nature is explicitly specified or not. This term also includes the content of discussions relating to the Services and the fact that these discussions took place as well as their character. It is understood that the expression “Confidential Information” does not include information (i) that is now or will become publicly accessible for reasons other than the act, actions or omissions of the Receiving Party or of whomever the Receiving Party provides such Confidential Information to, (ii) that the Receiving Party has such in its possession as non-confidential before the date upon which it is revealed or provided by the other Party and/or its Representatives, (iii) that a third party provides or reveals to the Receiving Party, and that this third party is not, to the knowledge of the Receiving Party, prevented from revealing this information by legal or financial obligation to the Disclosing Party, or (iv) that the Receiving Party or its Representatives have independently created such without recourse to the Confidential Information.

Representative” or “Representatives” means one or several administrators, managers, sponsors, employees, agents, representatives, consultats or advisors of a Party or one of their subsidiaries or affiliated companies.

BAS” or “Building Automation System” is the automated control system in place on the Property.

CS” is customer service

Services” means DM and energy efficiency services as well as automated control and regulation and including the Devices and components, Software and Web Platform provided by Hilo.

Trial Rate” is the trial rate of new equipment by the customer, as defined by HQ’s electricity rates in effect at the time of the Contract.

Minimum Participation Rate in DM Events” refers to the minimum participation rate is established as a percentage (%) based on the number of hours for which the Customer accepts to participate in DM Events compared to the number of hours of energy demand made by Hilo, which shall not exceed the maximum duration of DM Events as specified in Article 3 of the Application.

Average Temperature” is the average temperature is calculated using weather data from the closest meteorological station to the Meter. This station is indicated to the Customer once their Subscription has been accepted by Hilo.

Terms” means these Service Subscription Terms.

GST” is the federal tax on products and services.

QST” is the Quebec sales tax.

VPP” or “Virtual Power Plant” is Hilo’s virtual centre of operations, in accordance with the Connectivity Policy, which coordinates DM Events for its various Customers via the cloud based on the power needs determined by Hilo.