Inspection Services - Supplemental Terms and Conditions
These Inspection Services – Supplemental Terms and Conditions (“Exhibit B”) are an exhibit to, subject to, and incorporated into the Master Software and Services Agreement (the “Agreement”).
Services: For the avoidance of doubt, this Exhibit is limited to inspection services, including inspections of internal wind turbine components, inspections of external wind turbine components, and inspections of lightning protection systems (“Inspection Services”). As part of the Inspection Services, SkySpecs will use flight navigational software and related technology to collect, analyze, and deliver inspection data into Horizon, SkySpecs’ proprietary software platform.
Defined Terms: The following defined terms and their use as capitalized terms throughout this Exhibit shall take the meaning given them.
- “External Inspections” are defined as inspections conducted on the exterior of wind turbines, including but not limited to wind turbine blades, nacelles, and towers.
- “Internal Inspections” are defined as inspections conducted within the internal chambers of wind turbines.
- “Offshore Inspections” are defined as inspections conducted in marine environments.
- “Onshore Inspections” are defined as inspections conducted on land-based wind farms.
- “WTGs” are defined as wind turbine generators.
Scope: Inspection Services will be subject to the following. Modifications to these standard services may be noted on the applicable Order Form.
- SkySpecs Key Contact – SkySpecs will appoint a primary point of contact for Customer in connection with the coordination and delivery of the Services.
- Pilot/Technician Scheduling; Daylight Working Hours & Holidays – SkySpecs reserves the right to determine the number of pilots and/or technicians that it sends to a Customer’s site for an inspection. Scheduling and working hours will vary based on inspection type, as follows:
- Internal Inspections: “Weather Delays” include, but are not limited to precipitation, fog, inoperable temperatures (i.e., below -5°C (23°F) or above 40°C (104°F) inside the blade), icing, wind speeds greater than 12 m/s or the speed at which the rotor can be locked, and waves higher than 1.5mHs or the site or vessel limits for Offshore Inspections. When Customer has requested multiple pilots and/or technicians as part of an inspection service, weather delay fees are applicable to each pilot.
- External Inspections- “Weather Delays” include, but are not limited to precipitation, fog, inoperable temperatures (i.e., below -10°C (14°F) or above 40°C (104°F)), icing, wind speeds greater than 15 m/s stead or gusting over 18 m/s for autonomous inspections or greater than 10 m/s for manual inspections, lightning 16KM (10 miles), a K-Index value at 5 or greater for Onshore Inspections, and high waves for Offshore Inspections. When Customer has requested multiple pilots as part of an inspection service, weather delay fees are applicable to each pilot.
- Daily Summaries – At the end of each inspection day, SkySpecs will provide Customer with a daily summary that includes: the name of each SkySpecs personnel on site; and the number of hours onsite; the number of turbines inspected and the IDs of the turbines inspected; any delays that occurred, the nature of those delays, as well as the duration of any such delays; and a report on all technical operations performed.
- Data Capture –Data Capture will include the turbine components specified in the applicable SOW. SkySpecs may use a third-party subcontractor and/or technology to collect, analyze and store initial inspection data before such data is uploaded into Horizon. Not all areas of the components being inspected may be accessible depending on design or physical or safety hindrances. Customer acknowledges (a.) that SkySpecs will not be responsible for its failure to capture images of components that are not accessible, as reasonably determined by SkySpecs, and (b.) that inspection photos will not be considered defective as long as they are clear and robust and capture the agreed upon components of the turbine.
- Image Analysis and Data Processing – All SkySpecs inspection images will be analyzed for damage. All damages will be classified and categorized based on SkySpecs damage definitions and severity ratings. Custom damage categorizations are available with a paid subscription of Horizon.
- Inspection Data Delivery & Export –SkySpecs will ingest, review, and deliver inspection results through Customer’s Horizon Blade Asset Management platform. Customer will be notified via email that inspection data is complete and ready for viewing within Horizon. The email will include clear instructions for how to retrieve the data. Expedited data delivery requests will be considered on a case-by-case basis for an additional charge. Any variations to the standard export format or manipulations needed for other software will be the responsibility of Customer. Inspection data will be delivered to the Customer within five to ten business days from SkySpecs’ completion of the Inspection Services at a given site for Internal Inspections, and ten to fifteen days for External Inspections.
- Horizon: SkySpecs Inspection Management – Customer will have access to Horizon: SkySpecs Inspection Management for two years from the completion of the Inspection Services. Customer may utilize Horizon to review all inspection images and data that was collected, categorized, and analyzed in the inspection report. At the end of this two-year period, Customer’s data will be available for retrieval and backup for 30 days at no additional charge. If Customer would like SkySpecs to host its data beyond the two-year period, Customer may contact SkySpecs for more information and pricing on its hosted services.
- Helpdesk Support – Customer may initiate a helpdesk ticket at any time by emailing support@skyspecs.com. SkySpecs will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
- Operational Support – Customer understands that SkySpecs has no obligation to provide Customer with any maintenance, trainings, or other support or services as part of the limited version of Horizon: Blade Inspection Management.
Customer Commitments: In order to ensure that the Services are performed in an efficient and timely manner, Customer understands that its cooperation and support is essential to success. As such, Customer agrees to the following responsibilities:
- Customer Key Contact – Customer will assign an individual as the primary point of contact for SkySpecs and will work with SkySpecs to develop a mutually agreeable implementation schedule (“Customer Key Contact”). The Customer Key Contact will be responsible for all administrative support and authorizations as reasonably requested by SkySpecs in order to provide the Services in a timely and efficient manner.
- Turbine and Site Information – Customer will provide all requisite wind turbine information, including make, model, year commissioned, blade serial numbers, blade length, hub height, and GPS coordinates in a csv file format specified by SkySpecs promptly following the execution of the applicable SOW, but at least 30 business days prior to the start date of the inspections. For Internal Inspections, Customer should also provide a copy of blade technical drawings and internal designs, including general arrangement drawings to assess the inspection method/technology prior to agreeing on the inspection scope. Customer will keep SkySpecs informed of any changes to the requisite wind turbine information that occur during the term of the applicable SOW.
- Accurate Information – Customer will provide timely and accurate data, information, and materials that SkySpecs requests, any requirements or documentation that SkySpecs must complete or be made aware of in order to access the site, as well as other reasonable assistance that SkySpecs reasonably requires in order to perform the services.
- Health and Safety Requirements – Customer shall be responsible for providing and maintaining safe working conditions at all locations where the Services under this Statement of Work are performed. In advance of the Inspection Services, Customer will inform SkySpecs of all relevant Health and Safety requirements for the site where the Inspection Services are to be performed, including requirements for necessary personal protection equipment (“PPE”).
- Site Access and Support – Customer will ensure that SkySpecs has access to the site and any necessary equipment during the agreed-upon dates of service during all Daylight Working Hours. If a wind turbine to be inspected is in operation, Customer will provide site technician support, either in-person, by phone, or by radio, to stop the turbines and position blades in near candle-stick orientation (one blade straight up). If Customer technicians will not be onsite during the services and cannot shutdown the turbine remotely, Customer will ensure that it provides SkySpecs personnel with equipment, including a Customer laptop with the necessary software pre-loaded; site access; and all trainings necessary to enable SkySpecs to shut down the turbine on Customer’s behalf. Customer holds harmless and releases SkySpecs from all losses and liability associated with accessing Customer network if Customer fails to provide necessary Customer equipment and training. Customer accepts full responsibility, and agrees to compensate SkySpecs, for any drone damaged or destroyed at the fault of Customer.
- SkySpecs Personnel Training – If Customer requires that SkySpecs personnel complete any Customer trainings prior to accessing the site, such trainings must be communicated to SkySpecs upon execution of the applicable Statement of Work and will be provided at no cost to SkySpecs.
- Horizon: SkySpecs Inspection Management – Customer will assign one or more individuals as an administrator for Horizon: SkySpecs Inspection Management (“Customer Admin”). The Customer Admin will have the authority to request or remove access for users and set permissions. The Customer Admin may request user access to Horizon: SkySpecs Inspections Management by submitting a request to support@skyspecs.com.
- Asset Management – Customer understands and acknowledges that it has sole responsibility for making damage categorizations, maintenance decisions, and repair decisions.
Fees: The fees outlined in the applicable SOW are subject to the following:
- Final Turbine Count – If the number of turbines that SkySpecs actually inspects is less than the number of turbines specified in the applicable SOW, SkySpecs will reduce the number of turbines and fees accordingly in its invoice to Customer. SkySpecs will not be deemed in breach of the SOW for removing turbines from scope where such turbines were inaccessible or no longer in operation. If Customer requests SkySpecs to return to a site to inspect any turbines that were previously inaccessible and SkySpecs is able to accommodate such request, then SkySpecs will schedule such return inspection and charge the per turbine inspection fee specified above and an additional “return to site” mobilization fee per site, which may be higher than the mobilization fee (if any) specified in the applicable SOW.
- Weather Delays – Weather delays will vary based on the type of Inspection Service, per the following:
- Internal Inspections: “Weather Delays” include, but are not limited to precipitation, fog, inoperable temperatures (i.e., below -5°C (23°F) or above 40°C (104°F) inside the blade), icing, wind speeds greater than 12 m/s or the speed at which the rotor can be locked, and waves higher than 1.5mHs or the site or vessel limits for Offshore Inspections. When Customer has requested multiple pilots and/or technicians as part of an inspection service, weather delay fees are applicable to each pilot.
- External Inspections: “Weather Delays” include, but are not limited to precipitation, fog, inoperable temperatures (i.e., below -10°C (14°F) or above 40°C (104°F)), icing, wind speeds greater than 15 m/s stead or gusting over 18 m/s for autonomous inspections or greater than 10 m/s for manual inspections, lightning 16KM (10 miles), a K-Index value at 5 or greater for Onshore Inspections, and high waves for Offshore Inspections. When Customer has requested multiple pilots as part of an inspection service, weather delay fees are applicable to each pilot.
- Wind Measurements – The windspeed (“Windspeed”) will be used to determine whether wind speeds are within safety limits. SkySpecs will be responsible for checking Windspeed measurements and have sole discretion as to the proper methodology for collecting Windspeed measurements; methodology for collecting such measurements will vary on a site-by-site basis.
- Delays Caused by Customer – “Delays Caused by Customer” include the following delays that occur during Daylight Working Hours: (i) Customer’s failure to perform its obligations under “Customer Commitments”; (ii) site technicians, contractors, or other Customer personnel or third parties at the site; (iii) conflicting production schedules, wind farm equipment failures or turbine failures, loss of power, issues with turbine stoppage/turbine climbing, turbine pinning delays, and Customer-related vessel issues, such as crew transfers; and (iv) other acts or omissions of Customer or any Customer agent that prevent or delay SkySpecs from performing the services. If the inspection services are delayed by more than 3 days as a result of Delays Caused by Customer, SkySpecs reserves the right to reschedule or cancel the services. If rescheduled, SkySpecs will reschedule the Inspection Services subject to availability and Customer’s payment of additional mobilization and demobilization fees. When Customer has requested multiple pilots as part of an inspection service, fees for Delays Caused by Customer are applicable to each pilot.
- Quarantine – If SkySpecs is required to quarantine as required by Customer, a governing authority or other third party, Customer will pay SkySpecs the additional fees specified above.
- Rescheduling and Cancellations – Customer acknowledges that a substantial amount of mobilization planning and coordination efforts go into scheduling the Inspection Services, and that changes, postponements, and cancellations cause SkySpecs to incur non-refundable expenses and lost profits. Accordingly, if Customer requests a cancellation or reschedule, Customer will reimburse SkySpecs for nonrefundable third-party expenses related to that inspection, at no markup. Additionally, if Customer cancels the services or requests a reschedule with less than 14 days’ prior written notice to SkySpecs, Customer will pay SkySpecs 15% of the inspection fees of the applicable site. If Customer changes, postpones, or cancels the inspection Services with less than five business days’ notice, Customer will pay SkySpecs 50% of the inspection fees of the applicable site plus a mobilization fee specified in the applicable SOW. If Customer changes, postpones, or cancels the inspection Services on the date of the scheduled inspection, Customer will pay SkySpecs 75% of the inspection fees of the applicable site plus a mobilization fee specified in the applicable SOW.
- Scope Increases – During the term of the applicable SOW, Customer may request that additional turbines or turbine components be inspected by submitting a written request to SkySpecs. If SkySpecs is able to accommodate such request, such turbines or turbine components will be added to the scope of work upon the prices and terms and conditions set forth in the applicable Statement of Work. If SkySpecs cannot accommodate Customer’s request, Customer may purchase additional inspections by contacting its SkySpecs contact.
- Minimum Volume Commitment – There will be no penalty for volume reductions of less than 10%, other than the aforementioned rescheduling and cancellation fees. However, if a Customer reduces the number of inspections specified in the applicable Statement of Work by more than 10%, then SkySpecs will invoice Customer for the difference between the fees paid for the inspections completed and 90% of the inspection fees agreed upon in the applicable Statement of Work (the “Minimum Volume Commitment”).
Annual Campaigns: The following terms and conditions apply to Annual Campaigns only, as defined below.
- Campaign Management – For multi-year SOWs, (“Annual Campaigns”), SkySpecs will manage the execution of the inspection services as an overall project with back-to-back mobilizations. Customer will provide SkySpecs upon execution of the applicable SOW and by December 31 each year of the Term with (i) an initial list of sites and number of WTG at each site where Inspections Services are requested the following year, and (ii) any restrictions for work at any of the sites and WTG included in the list. SkySpecs will present Customer with an inspection schedule (“Campaign Schedule”). In the event that SkySpecs needs to reschedule an inspection, SkySpecs shall coordinate with the Customer to agree on a suitable revised date.
- Customer Information – By December 31 of the year prior to the requested inspections, Customer will provide SkySpecs with (i) an initial list of sites and number of WTG at each site where Inspections Services are requested the following year, and (ii) any restrictions for work at any of the sites and WTG included in the list.
- Scope Increases – During the term of the applicable SOW, Customer may request that additional turbines or turbine components be inspected by submitting a written request to SkySpecs. If Customer adds turbines or turbine components to a planned inspection with less than 30 days’ notice, requests inspections that require SkySpecs to mobilize to a new site not included in the Campaign Plan, requests inspections that require SkySpecs to remobilize to a site at which it has already completed inspections, or requests less than 10 inspections at a site, Customer will be subject to an additional mobilization charge as outlined in the applicable SOW. If SkySpecs cannot accommodate Customer’s request, Customer may purchase additional inspections by contacting its SkySpecs contact.
- Inflation – SkySpecs reserves the right to increase the fees each calendar year to adjust for inflation, provided that SkySpecs provides 30 days’ written notice to Customer and any such increase does not exceed the annual increase in the US Department of Labor Consumer Price Index for the preceding 12-month period.