Power Plant Shares, Terms of Contract

1. Scope of application

These Terms of Contract shall be applied to the contract between Helen and the Customer (hereinafter the “Contract”) concerning the Power Plant Share service (hereinafter the “Power Plant Share”), which is specified in further detail in section 5 of these Terms of Contract. Helen and the Customer shall be referred to together as “Contracting Parties” and separately as the “Contracting Party”.

2. Definitions

The Customer means a limited company, housing company or other similar company or legal person who has an Electricity Contract with Helen.

Helen refers to Helen Ltd (business ID: 2630573-4; address: Kampinkuja 2, 00090 HELEN).

Personal Data refers to all kind of data that is related to an identified or identifiable natural person in the way referred to in Data Protection Legislation.

Price list refers to a price list published on Helen’s website, setting out the amount of the Contract Price and other possible fees valid at any given time, as well as the nominal rated outputs of Solar Power Plants.

Share refers to one panel of the Solar Power Plant, and at the same time it also refers to the calculated share of the total electricity production of the Solar Power Plant. Electricity produced by the Share, i.e. the calculated share of the electricity production of the Solar Power Plant, is determined and calculated on the basis of the nominal rated output of the Share (i.e. the panels reserved for the Customer as agreed) and the electric energy measured of the metering point of the Solar Power Plant by the distribution system operator.

Package refers to an entity consisting of one or more Shares as specified on Helen’s website or Price List.

Contract Price refers to compensation (cents/kWh) determined according to the Price List concerning a Power Plant Share valid at any given, which the Customer pays to Helen concerning the electric energy produced by the Share by calculation.

Confirmation of Contract refers to a written confirmation sent to the Customer (for example, by email) concerning the entry into force of the Contract.

Electricity Contract refers to a separate electricity supply contract between Helen and the Customer.

Data protection legislation refers to the Data Protection Act of Finland (1050/2018; as amended) and the EU General Data Protection Regulation (679/2016), and other data protection legislation valid and applicable at any given time, as well as the instructions and binding provisions issued by the data protection authorities.

Solar Power Plant refers to a solar power plant owned or managed by Helen, consisting of several panels. The nominal rated outputs of one Share of Helen’s Solar Power Plants are stated in the Price List or on Helen’s website.

3. Requirements for drawing up the Contract and its entry into force

The Power Plant Share is available only to Helen’s electricity contract customers, i.e. Customers who have a valid Electricity Contract with Helen. If the Customer does not have an Electricity Contract with Helen, they need to draw up an Electricity Contract with Helen before the Contract will enter into force.

4. Entry into force and validity of the Contract

The Contract shall enter into force after the written Contract has been signed by the Contracting Parties. The Contract may also be drawn up electronically via Helen’s website. If the Contract is drawn up electronically, the Contract will enter into force after Helen has delivered the Confirmation of Contract to the Customer. In such a case, the Contract will enter into force on the day stated in the Confirmation of Contract. When drawing up the Contract electronically via Helen’s website, the Customer confirms that they have carefully examined these Terms of Contract and that they agree to comply with them.

Unless otherwise agreed, the Contract is in force until further notice. Both Contracting Parties have the right to terminate a Contract that is valid until further notice with one (1) months’ period of notice.

If it has been specifically agreed separately that the Contract is valid for a fixed term and the length of the fixed term has not been otherwise agreed, the Contract shall be valid in terms of each Share for a fixed term of two (2) years from the date the Contract has entered into force. After the fixed-term period of validity, the Contract will be automatically valid always for a new, agreed Contract Period of the same duration unless one of the Contracting Parties cancels the Contract at least one (1) month before the end of the fixed term.

For the sake of clarity, if the Customer’s Electricity Contract expires, the validity of the Contract will also expire at the same time. Helen shall not be obliged to pay the refund or reimbursement based on the termination of the Contract to the Customer if the Contract is terminated on the basis of the expiry of the Electricity Contract referred to in this chapter or for a reason not attributable to Helen during the validity of the Contract.

5. Subject of the Contract and the Share, and selection of the Share

In the Power Plant Share, the Customer selects the Package of their choice from the Packages available on Helen’s website and that way chooses the number of available Shares included in the selected Package in the Solar Power Plant of their choice. For the sake of clarity, if after sending the Confirmation of Contract or in another context it is found that the Package or the number of Shares according to the Package required and selected by the Customer are not available (for example, due to a website error or software error or another kind of mistake), the Contract concerning these kinds of Packages and/or Shares shall lapse automatically.

By drawing up the Contract and by paying the Contract Price, the Customer will have one Share at their disposal for the duration of the validity of the Contract or, if separately agreed on the fixed-term validity of the Contract, for the duration of the fixed-term validity. The Customer may have several Packages, i.e. the Customer is entitled to draw up a Contract on one or several Packages. However, the maximum number of Shares per Customer is one hundred and fifty (150).

6. Reimbursement of electric energy produced by the Share to the Customer and payment of the Contract Price to Helen

Having the Share at their disposal means that a calculated amount of solar power produced by the Share is reimbursed on the Customer’s electricity invoice, i.e. the calculated amount of solar power produced by the Share reduces the amount of electric energy invoiced to the Customer on the basis of the Electricity Contract. This means that Helen does not sell the electricity produced by the Share to the Customer, but, after the Contract has entered into force, a calculated amount of electricity produced by the Share will be deducted from the invoice sent to the Customer on the basis of the Electricity Contract by deducting from the electric energy consumed by the Customer over one month the amount of electric energy produced by the Share or Shares during the same month.

For example, if the Customer’s electricity consumption in June is 3,000 kWh and it is calculated that the Shares of the Package selected by the Customer produce 300 kWh of solar power in June, the Customer will receive an invoice for 2,700 kWh of electric energy in accordance with the terms of the Electricity Contract valid at any given time.

If the Share or Shares produce more electricity over the course of one month than the Customer’s electric energy consumption in that particular month, the excess will be deducted from the amount of electric energy consumed by the Customer on a next month when the Customer’s electricity consumption exceeds the calculated amount of electric energy produced by the Share or Shares, as described above.

For the sake of clarity, the calculated amount of solar power reimbursed in accordance with this section and these Terms of Contract shall not reduce the costs and obligations with regard to the distribution of electric energy consumed by the Customer in accordance with the Electricity Contract. This means that the distribution costs and taxes concerning electric energy, for which the Customer is responsible, shall be calculated on the basis of the electric energy consumed by the Customer in accordance with the Electricity Contract.

In addition to the above, making the Share available also means that the Customer pays Helen the Contract Price for the calculated amount of solar electricity produced by the Share, which is charged to the Customer in connection with the invoice for the Electricity Contract.

For example, if the Shares in the Package selected by the Customer produce a calculated amount of 300 kWh of solar electricity in June, the Customer is obliged to pay Helen the Contract Price, i.e. compensation, determined in further detail in the Price List valid at any given time, for the solar electricity in question (300 kWh), i.e. for the solar electricity calculated to be produced by the Shares, and this Contract Price shall be invoiced to the Customer retrospectively at the same time as the Customer is invoiced for other payments according to the Electricity Contract.

The estimated annual production of one Share varies by Solar Power Plant. In other words, the Customer shall be aware of and accept the fact that the actual production of the Share will vary according to weather conditions and is also otherwise dependent on, for example, maintenance measures of the Solar Power Plant, any faults in the Solar Power Plant or other reasons not attributable to Helen. Helen does not guarantee that the Share will produce a certain amount of electricity during one year.

7. Suspension or restriction of the production of the Solar Power Plant and the provision of reimbursement

In addition to force majeure by virtue of section 11, Helen shall have the right to suspend or restrict the production of solar power in the Solar Power Plant for the duration of maintenance measures on the Solar Power Plant in order to repair faults and defects in the Solar Power Plant or for another justified reason. Helen shall not be obliged to reimburse the Customer in accordance with section 6 for the duration of suspension or restriction according to this section, and Helen shall not be responsible for any inconvenience or damage that the Customer may have incurred due to a suspension or restriction of production in accordance with this section.

Moreover, Helen shall not be obliged to reimburse the calculated amount of solar power produced by the Customer’s Share or Shares for a period when the Customer has neglected to pay the Contract Price in accordance with the Contract. In addition, Helen shall not be obliged to continue payment of the reimbursement until the Customer has paid all outstanding claims."

8. Contract price

Unless otherwise agreed, the Customer shall pay Helen a Contract Price for the calculated amount of electric energy produced by each Share according to the Price List valid at any given time. Unless otherwise specified, the Contract Price shall be notified without value added tax. Helen shall have the right to add to the Contract Price any indirect taxes and other fees prescribed by the law and the authorities. Helen confirms the Contract Price of each Share valid at the time of drawing up the Contract in the Confirmation of Contract sent to the Customer or otherwise in writing or electronically (for example, on its website www.helen.fi).

9. Invoicing and term of payment

Helen has the right to charge the Contract Price to the Customer on an invoice sent to the Customer on the basis of the Electricity Contract after the Contract has entered into force. The Customer shall be obliged to pay the invoice on its due date. A period of at least two weeks must be left between sending the invoice and the due date. Unless otherwise stated in the invoice, the term of payment is 14 days net from the date of the invoice. The customer is responsible for paying the invoice regardless of where they have requested the invoice to be sent. If the Customer does not pay the invoice by the due date at the latest, Helen shall have the right to charge the Customer interest for late payment. Interest for late payment is in accordance with the Interest Act. If the due date of the invoice and the amount payable are pre-determined, the interest on late payment will be charged starting from the due date. If the due date and/or the amount payable of the Consumer’s invoice are not pre-determined, interest on late payment cannot be charged until 30 days from sending the invoice at the earliest. If a payment reminder is sent, the Customer may be charged a reasonable reminder fee conforming to Helen’s service price list.

However, for the sake of clarity, the Customer is obliged to pay the Contract Price and Helen is obliged to reimburse the calculated amount of electricity produced by the Share on the Customer’s invoice for the Electricity Contract in accordance with the Contract only after the Solar Power Plant selected by the Customer has started to produce electricity for commercial purposes.

10. Amending the Terms of Contract

Helen shall have the right to such minor amendments to the Terms of Contract that do not have an impact on the key contents of the contractual relationship, and it shall also otherwise have the right to amend the terms of a Contract, the Contract Price and these Terms of Contract by notifying the Customer of the amendments in writing or electronically (such as by email or on Helen’s website www.helen.fi) before the amendments enter into force, stating in the notification how and from which date the Contract Price or other terms of contract will be amended. The notification can be sent, for example, to the email address or address given by the Customer or it may be included, for example, in an invoice sent to the Customer.

The Customer shall have the right to terminate a Contract valid until further notice at the time when the amendment takes effect by terminating the Contract in writing within fourteen (14) days of being notified of an amendment that will undermine the Customer’s rights. If the Customer terminates the Contract within fourteen (14) days of being notified of the amendment, the amendment shall not be applied to the Contract drawn up with the Customer unless it is a question of an amendment prescribed by law or the authorities. If the Customer does not terminate the Contract within the fourteen (14) days in question, it is deemed that the Customer has accepted the amendments and they will become part of the Contract.

For the sake of clarity, the Customer shall always have the right to terminate a Contract valid until further notice in accordance with section 4.

The new, updated terms will supersede the previous terms in force.

11. Force majeure

Helen shall not be responsible for the compliance or non-compliance of the Contractual obligations and Helen shall not be responsible for errors, faults or delays in the Power Plant Share, or be obliged to pay damages if the breach or negligence of the contractual obligations or the errors, faults or delays are due to a third party or to another factor beyond Helen’s control or for a reason that Helen could not reasonably have taken into account and the consequences of which Helen could not reasonably have prevented or overcome (“force majeure”).

Force majeure may include, e.g. a strike or other industrial action, water damage, explosion, flood, accidents, a disruption in the electricity network operations, measures taken by the authorities, weather conditions, and other measures and events beyond Helen’s control.

A force majeure shall delay the fulfilment of contractual obligations for the period when the force majeure has been in force in terms of the contractual obligation, and in the event of force majeure Helen shall be released from the fulfilment of its Contractual obligations in as far as and for as long as this is impossible due to the force majeure. It is Helen’s duty to notify of a force majeure and its ending without undue delay in writing to the Customer.

12. Termination of contract

The Contracting Party shall have the right to terminate the Contract immediately without notice if the other Contracting Party is in material breach of the Terms of Contract (for example, through non-payment of the invoice by the due date) and does not remedy such failure within reasonable time despite the other Contracting Party’s written warning.

13. Faults and errors

The Customer must notify Helen without undue delay of any errors, faults and delays it has detected in the Power Plant Share (e.g. in the related invoicing). Helen is obliged to remedy the faults, errors and delays that have been notified by the Customer or that it detects itself within reasonable time after detecting them. Helen’s liability for the errors, faults and delays is limited to their remedy or re-performance of agreed measures within a reasonable time.

14. Compensation for damage and limitation of risk

Helen’s cumulative responsibility for direct damage incurred to the Customer by Helen’s breach of contract or negligence shall be limited to the amount of Contract Price paid by the Customer to Helen during one year.

Helen shall not be obliged to compensate the Customer for any indirect or consequential loss, such as a reduction or loss of net sales or operating profit, lost profit or gain, or other unpredictable indirect or consequential damage.

The limitations of liability in accordance with this section shall not be applied if the damage has been caused by intent or through gross negligence.

15. Other terms of contract

The Customer shall not be entitled to transfer the Contract or the rights or obligations based on the Contract to a third party even in part without Helen’s advance written consent.

Helen shall have the right to transfer the Contract to a company that is part of its group either currently or in the future or to a company it will receive in connection with a transfer or acquisition of assets. Helen shall also have the right to transfer its Contractual receivables to a third party.

The Contract consists of the Price List valid at any given time and of these Terms of Contract. If the above-mentioned contract documents contradict with one another, the Price List valid at any given time shall be applied by priority, followed by these Terms of Contract.

16. Settlement of disputes and applicable law

Any disputes arising from the Contract shall be settled primarily through negotiation. If this is not possible, the dispute may be brought primarily before the Helsinki District Court by either Contracting Party.

The Contract is subject to Finnish law with the exception of Finnish conflict of law rules.

17. Processing of personal data

Helen shall act as controller in terms of the Personal Data gathered from the Customer in relation with the customer relationship and its management (such as data included in the Customer’s contact details). Personal data is processed in accordance with the Data Protection Legislation and Helen’s description concerning the processing of Personal Data. The description on the processing of Personal Data is available on Helen’s website at: www.helen.fi/personaldata

18. Validity of the Terms of Contract

These Terms of Contract shall enter into force on 1 June 2022 and they will be valid until further notice. Helen shall have the right to amend these Terms of Contract unilaterally.

19. Contact details

Helen’s switchboard: tel. 09 617 8065; aurinkoenergia@helen.fi