Omatuuli, contract terms - 11/2022
1. Scope of application
These contract terms shall be applied to the contract between Helen and the Customer (hereinafter the “Contract”) concerning Omatuuli, which is specified in further detail in section 5 of these contract terms. Helen and the Customer shall be referred to together as “Contracting Parties” and separately as “Contracting Party”.
2. Definitions
Customer refers to a Consumer or corporate customer with 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 Monthly Price and other possible fees valid at any given time.
Consumer refers to a natural person by virtue of the Consumer Protection Act (38/1978).
Monthly Price refers to a monthly fee that the Customer pays for one month on one Share of a Contract valid until further notice.
Share refers to the calculated share of the total electricity production of the Wind Farm. The rated output of the share is 100 watts. The electricity produced by a share, i.e. its calculated share of the electricity production of the Wind Farm, is determined and calculated on the basis of the rated output.
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.
Wind Turbine refers to one wind turbine located in the Wind Farm. The output of the wind turbine is 4.3 megawatts (MW).
Wind Farm refers to the Lakiakangas 3 wind farm
3. Requirements for drawing up the Contract and its entry into force
Omatuuli is available only for 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 Contract Terms.
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.
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 refund the Monthly Price or a part thereof and the Customer shall not be entitled to any other refund or compensation 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 a Contract valid until further notice.
5. Subject of the Contract and the Share, and reimbursement of electric energy produced by the Share to the Customer on the invoice
In Omatuuli, the Customer chooses the number of available Shares of their choice via Helen’s website. For the sake of clarity, if after sending the Confirmation of Contract or in another context it is found that the number of Shares required and selected by the Customer is not available (for example, due to a website error or software defect or another kind of mistake), the Contract concerning these kinds of Shares shall lapse automatically.
By drawing up a Contract on Omatuuli and by paying the Monthly Price, the Customer will have one Share at their disposal for the duration of the validity of the Contract. The Customer may have several Shares, i.e. the Customer is entitled to draw up a Contract on one or several Shares that are available at the time of drawing up the contract. Helen has the right to limit the maximum number of Customer’s Shares, if necessary.
Having the Share at their disposal means that a calculated amount of wind power produced by the Share during a certain month is refunded on the Customer’s electricity bill at the price of electricity of the Customer’s Electricity Contract for the month in question. 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 electric energy produced by the Share will be refunded to the Customer on the bill of the Electricity Contract by deducting from the Customer’s bill the calculated amount in euros of the electric energy produced by the Share or Shares during the same month in accordance with the terms and price of the Electricity Contract valid at any given time.
The refund in euros is obtained by multiplying the calculated amount of electric energy produced by the Share or Shares during the month in question by the price of electricity of the Customer’s valid Electricity Contract during the month in question. If the price of the Customer’s Electricity Contract changes during the billing period (month), the amount of electric energy is multiplied by the weighted average of the electricity prices of the Electricity Contract over a month. If the Customer has an Electricity Contract in which the price of electricity varies at different times of the day, the amount of electric energy is multiplied by the weighted averages of the electricity price at the times in question.
For example, if the Customer’s electricity consumption in June is 300 kWh and it is calculated that the Share or Shares produce 30 kWh of electricity in June, the amount in euros that is obtained by multiplying 30 kWh by the price of electricity in the Customer’s Electricity Contract valid during the month in question is deducted from the Customer’s bill (which also includes the Monthly Price and other fees charged to the Customer) for the month in question in accordance with the Electricity Contract as a refund. However, for the sake of clarity, if the refund in euros is so high that the refund cannot be deducted in full from the sum total of the bill for the month in question (which also includes the Monthly Price and other fees to be paid for the Shares), for example, in a situation where the calculated electricity production of the Share or Shares is considerably higher than the Customer’s electricity consumption during the month in question, this non-refunded amount in euros that is calculated on the basis of the terms and price of the Electricity Contract valid during the month in question is primarily deducted from the Customer’s next possible bill or, if this is not possible, it is paid into a bank account notified by the Customer within reasonable time of receiving the account details.
For the sake of clarity, the calculated amount of wind power refunded in accordance with this section and these Contract Terms shall not reduce the costs of the transmission of electrical energy consumed by the Customer in accordance with the Electricity Contract. This means that the electrical energy transmission costs for which the Customer is responsible shall be calculated on the basis of the electrical energy consumed by the Customer in accordance with the Electricity Contract.
The electricity produced by the Wind Farm is certified with guarantees of origin. The estimated annual production of one Share is 310 kWh. The Customer shall therefore 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 Wind Turbine, any faults in the Wind Turbine, or other reasons not attributable to Helen. Helen does not guarantee that the Share will produce a certain amount of electricity over one year.
6. Suspending or restricting the production and reimbursement of the Wind Turbine
In addition to force majeure in accordance with section 10, Helen shall also have the right to suspend the production of wind power or restrict the production of wind power in the Wind Turbine for the duration of maintenance measures on the Wind Turbine, in order to repair faults and defects in the Wind Turbine or for another justified reason. Helen shall not be obliged to reimburse the Customer in accordance with section 5 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 wind power produced by the Customer’s Share or Shares for a period when the Customer has neglected to pay the Monthly 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.
7. Monthly Price
Unless otherwise agreed, the Customer shall pay Helen a Monthly Price for each Share according to the Price List valid at any given time. Unless otherwise specified, the Monthly Price shall be notified without value added tax. Helen shall have the right to add to the Monthly Price any indirect taxes and other fees prescribed by the law and the authorities. Helen confirms the Monthly Price of each Share in the Confirmation of Contract sent to the Customer or otherwise in writing or electronically (for example, on its website www.helen.fi).
8. Billing and term of payment
Helen has the right to start charging the Monthly Price to the Customer on a bill sent to the Customer after the Contract has entered into force. The Customer shall be obliged to pay the bill on its due date. Unless otherwise stated in the bill, the term of payment is 14 days net from the date of the bill. The Customer is responsible for paying the bill regardless of where they have requested the bill to be sent. If the Customer does not pay the bill 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 bill 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 bill are not pre-determined, interest on late payment cannot be charged until 30 days from sending the bill 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 Monthly Price and Helen is obliged to refund the calculated amount of electricity produced by the Share from the Customer’s bill for the Electricity Contract in accordance with the Contract only after the Wind Farm has started producing electricity for commercial purposes.
9. Amending the Contract Terms
Helen shall have the right make such minor changes to the terms and conditions of contract that do not affect the principal contents of the contractual relationship and also otherwise amend the terms, the Monthly Price and these Contract Terms of a Contract valid until further notice by notifying the Customer of the amendments in writing or electronically (e.g. 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 Monthly Price or other contract terms 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 a bill 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 reduce 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.
10. 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 Omatuuli, 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.
11. Termination of contract
Unless compelling legislation provides otherwise, the Contracting Party shall have the right to terminate the Contract immediately without notice if a Contracting Party is in material breach of the terms of Contract (for example, through non-payment of the bill by the due date) and does not remedy such failure within reasonable time despite the other Contracting Party’s written warning.
12. Faults and errors
The Customer must notify Helen without undue delay of any errors, faults and delays it has detected in Omatuuli (e.g. in the related billing). 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 unless otherwise provided by mandatory law.
13. Compensation for damage and limitation of risk
Helen’s cumulative responsibility for direct damage caused to the Customer by Helen’s breaches of contract or negligence shall be limited to the Monthly Price of six (6) months paid by the Customer to Helen, unless otherwise provided by mandatory law.
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 unless otherwise provided by mandatory law.
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.
14. 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 of assets or asset acquisition. 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 Contract Terms. 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 Contract Terms.
15. 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 before the Helsinki District Court by either Contracting Party. A Consumer may also bring the dispute before the district court of the Consumer’s place of residence. A consumer is also entitled to bring any disputes arising from the Contract before the Consumer Disputes Board.
The Contract is subject to Finnish law with the exception of Finnish conflict of law rules.
16. Right of withdrawal by virtue of the Consumer Protection Act
The consumer shall have the right to withdraw from a Contract they have drawn up electronically by distance selling without notifying a reason for the withdrawal. The time limit for withdrawing from the Contract ends fourteen (14) days after drawing up the Contract. In order to exercise their right of withdrawal, the Customer must notify Helen of their decision to withdraw from the Contract in an unambiguous manner (for example, by sending a letter or by email).
The Customer may use the withdrawal form, which is enclosed with these Contract Terms, for the withdrawal, but the use of the form is not compulsory. To comply with the time limit for withdrawal, it is sufficient that the Customer sends a notification on exercising the right of withdrawal before the end of the withdrawal period.
The contract shall lapse after Helen has processed the withdrawal notification.
17. Customer data and data protection
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: www.helen.fi/personaldata
18. Validity of the Contract Terms
These Contract Terms shall enter into force on 1 November 2022 and they will be valid until further notice. Helen shall have the right to amend these Contract Terms unilaterally.
19. Contact details
Helen’s switchboard: tel. 09 617 8065; or www.helen.fi