“Runs on Raya” Customer Solution

  1. Background and Purpose

     

1.1 This document describes the “Runs on Raya” Customer Solution provided by Powerverse under the one-to-many go-to-market model. Under this model: 

  1. The Customer is the prime commercial partner and go-to-market brand.
  2. The Customer offers a choice of compatible EV chargers (and, in future, other home energy devices) to its own end users.
  3. Powerverse provides the Runs on Raya ecosystem, including:
  4. A white-label application branded for the Customer; and
  5. The platform capability needed to enable participation in electricity flexibility services and share flexibility revenues with the Customer and the end user.
  6. Powerverse provides a Service directly to the end user managing rewards, credits, flex earnings and other processing activities described in the Powerverse End User Licensing Agreement and/or the Privacy Policy from time to time.

This document explains how the service operates, the roles of each party, and the principles governing flexibility revenue allocation.

  1. Service Overview

2.1 Runs on Raya Ecosystem

(a) Powerverse operates the “Runs on Raya” ecosystem, which is a technical and commercial framework under which approved hardware partners (each a Runs on Raya Hardware Partner) integrate their devices with the Powerverse platform and meet Powerverse’s interoperability and performance requirements (the Runs on Raya Trustmark).

(b) The Customer may offer any device that holds the Runs on Raya Trustmark to its end users under this Agreement. The list of Runs on Raya Hardware Partners will change over time; the current list will be made available by Powerverse on request or via the Customer portal.

(c) The Customer may nominate preferred hardware vendors to join the ecosystem. Powerverse will, at its discretion, work with those vendors to complete integration and, where requirements are met, confer the Runs on Raya Trustmark.

2.2 White-Label Application

(a) Powerverse will provide a white-label version of its end-user application, branded for the Customer (the Customer App).

(b) End users onboard their Runs on Raya devices into the Customer App to enable data exchange and participation in flexibility services.

(c) The detailed scope of branding, customisation and supported features is as set out in the Order Form and/or Statement of Work.

2.3 Flexibility Service Enablement

(a) Where technical, regulatory and market conditions permit, Powerverse will enrol eligible devices into relevant flexibility services (for example, demand response or other grid-service programmes) via the Powerverse platform.

(b) Powerverse will operate, or contract with third parties to operate, flexibility services and will calculate the flexibility revenue attributable to devices associated with the Customer in accordance with the commercial terms agreed in the Order Form (the Flexibility Revenues).

  1. Roles and Responsibilities

3.1 Powerverse

Powerverse will:

  •       Provide and operate the Powerverse platform and associated services required for the Runs on Raya ecosystem and flexibility participation.
  •       Provide and maintain the Customer App.
  •       Determine eligibility of devices for Runs on Raya and confer / remove the Runs on Raya Trustmark in line with technical standards.
  •       Calculate Flexibility Revenues for devices associated with the Customer and allocate and distribute shares in accordance with clause 4.
  •       Contract directly with end users for the purposes of end-user rewards as described in clause 4.2.

3.2 Customer (Go-to-Market Partner)

The Customer will:

  •       Act as the prime contractor and commercial brand for the sale and installation of devices to end users.
  •       Manage the end-to-end process of customer acquisition, site survey, device selection, sale and installation, including any use of sub-installers or distributors.
  •       Provide first-line support to end users in respect of installations, device usage and Customer App usage, as agreed in the Order Form.
  •       Ensure that any devices offered to end users under this Agreement are Runs on Raya Trustmark devices (or otherwise specifically agreed in writing with Powerverse).

3.3 Runs on Raya Hardware Partners and Installers

(a) Hardware OEMs and other hardware partners that integrate with Powerverse and meet the Runs on Raya Trustmark standard are independent third parties. They remain responsible for their own hardware products, warranties and obligations to the Customer or to distributors/installers.

(b) The Customer is responsible for its own contractual arrangements with hardware partners, distributors and installers, including commercial margins, stock, logistics and any incentives or revenue shares between them.

3.4 End Users

(a) The end user contracts with the Customer (or its appointed installer or reseller) for:

  •       Site survey and installation; and
  •       Purchase or lease of the hardware device.

(b) The end user also enters into digital terms with Powerverse (via the Customer App) for use of the Powerverse service and receipt of any flexibility-related rewards.

  1. Flexibility Revenue and End-User Rewards

4.1 Revenue Allocation Structure

(a) Powerverse will determine Flexibility Revenues attributable to devices associated with the Customer in accordance with the commercial arrangements Powerverse has in place with flexibility markets and/or third-party operators.

(b) Powerverse will allocate those Flexibility Revenues as follows:

  •       A Customer Share payable to the Customer;
  •       An End User Reward Share payable or credited to the relevant end user; and
  •       A Platform Share retained by Powerverse.

(c) The exact proportions of the Customer Share, End User Reward Share and Platform Share will be agreed in the Order Form or applicable Commercial Schedule.

4.2 End User Reward Mechanism

(a) For each eligible device, Powerverse will create a reward account or equivalent mechanism for the end user and will:

  •       Credit the End User Reward Share (or an equivalent value) to the end user; and
  •       Provide a method for the end user to view, accumulate and redeem rewards in accordance with Powerverse’s End User Reward Terms.

(b) The contractual relationship in respect of the End User Reward Share is between Powerverse and the end user, via the Customer App terms and conditions and Powerverse’s End User Reward Terms.

4.3 Customer Payments

(a) Powerverse will pay the Customer the Customer Share of Flexibility Revenues in respect of eligible devices associated with the Customer, as set out in the Order Form (including any minimum thresholds, settlement frequency and reporting).

(b) Unless expressly agreed otherwise in the Order Form, Powerverse’s obligations in respect of the Customer Share are solely to the Customer. Powerverse has no responsibility or liability for any onward sharing of the Customer Share by the Customer with any third party (including installers, hardware partners or other intermediaries).

4.4 Downstream Revenue Sharing

(a) The Customer may, at its discretion, share some or all of the Customer Share with hardware partners, installers or other parties in its value chain. Any such arrangements are solely between the Customer and those third parties.

(b) Powerverse will not be party to, nor have any liability in respect of, any such downstream sharing arrangements and will not be obliged to recognise any third party as a beneficiary of the Customer Share.

  1. Hardware Ecosystem and Flexibility

5.1 Use of Runs on Raya Hardware Partners

(a) The Customer is entitled to use any Runs on Raya Hardware Partner’s devices that are certified for the relevant use case.

(b) Powerverse does not guarantee that all Runs on Raya devices will be eligible for all flexibility programmes. Eligibility may depend on technical capabilities, regulatory conditions and market-specific factors.

5.2 Onboarding New Hardware Partners

(a) Where the Customer wishes to work with a hardware vendor that is not currently a Runs on Raya Hardware Partner, the Customer may introduce that vendor to Powerverse.

(b) Powerverse will evaluate the vendor against its integration and Trustmark criteria. If the vendor meets the criteria and integration is completed, Powerverse may, at its discretion, confer the Runs on Raya Trustmark and the devices may then be offered by the Customer within this model.

  1. Operational Responsibilities and Support

6.1 Installation and Safety

(a) The Customer is responsible for the installation process, including:

  •       Conducting or arranging site surveys;
  •       Ensuring that installations comply with all applicable laws, regulations, standards and manufacturer instructions; and
  •       Ensuring appropriate qualification and oversight of installers.

(b) Powerverse has no responsibility for any physical installation works or on-site activities.

6.2 Hardware Warranty and Faults

(a) Hardware warranties and fault rectification are the responsibility of the relevant hardware partner and/or the Customer and its installers, under their respective contracts.

(b) Powerverse’s responsibility in connection with hardware is limited to:

  •       Operating the integration with the Powerverse platform; and
  •       Providing reasonable assistance in fault triage where the issue may relate to the integration or the Powerverse platform.

6.3 First-Line Support

Unless otherwise agreed in the Order Form:

  •       The Customer will provide 1st line support for end users (e.g. queries about the installation, the device choice, basic use of the Customer App).
  •       Powerverse will provide 3rd line support to the Customer in respect of issues relating to the Powerverse platform and services.

  1. Data and Reporting (High-Level)

7.1 Device and Usage Data

Powerverse will collect and process device, usage and flexibility participation data from Runs on Raya devices in accordance with the Agreement and applicable data protection laws, in order to:

  •       Enable the provision of the Powerverse services;
  •       Calculate Flexibility Revenues and associated allocations; and
  •       Provide reporting to the Customer as set out in the Order Form.

7.2 Reporting to Customer

Powerverse will provide the Customer with periodic reports showing, at an appropriate level of aggregation:

  •       The number of devices associated with the Customer participating in flexibility services;
  •       Flexibility Revenues generated by those devices; and
  •       The Customer Share allocated and payable.

  1. General

8.1 Primacy of Order Form / Commercial Schedule

If there is any conflict between this Appendix and the commercial terms set out in the Order Form or Commercial Schedule (including percentages and payment terms), the Order Form or Commercial Schedule will take precedence.

8.2 Evolution of the Runs on Raya Ecosystem

The Customer acknowledges that:

  •       The set of Runs on Raya Hardware Partners will evolve over time; and
  •       The availability and structure of flexibility services may change in response to market and regulatory developments.

Powerverse will use reasonable efforts to keep the Customer informed of material changes which are likely to affect the Customer’s use of the Runs on Raya Customer Solution.