Tech-Enabled Insights - Supplemental Terms and Conditions
These Tech-Enabled Insights – Supplemental Terms and Conditions (“Exhibit E”) are an exhibit to, subject to, and incorporated into the Master Software and Services Agreement (the “Agreement”).
1. Summary: For the avoidance of doubt, this Exhibit is limited to the SkySpecs Tech-Enabled Insights Blade Services Subscription (“TEI Subscription”) and its supporting services as described in Section 2 of this Exhibit (“Blade Services”).
2. Scope of Services: Blade Services may include the following, as indicated on the applicable Order Form. Modifications to these standard services may be noted on the applicable Order Form.
Blade Services | Service Description |
Inspection Strategy | Once per calendar year during the term of the applicable Order Form, SkySpecs will provide advisory on inspection strategy (frequency and type) given blade risk and other considerations, including: ● Damage history ● Type and recency of previous inspections ● Age of fleet, End of Warranty, post installation, pending re-power plans, and other time-based considerations ● Serial defects and overall blade profile |
Damage Review & Prioritization | For every blade inspection conducted by SkySpecs during the term of the applicable Order Form, SkySpecs will provide, within 30 days of completion and delivery of applicable inspection data (unless otherwise specified): ● Damage review for Category 5s, 4s, and other high-risk damages* o OpSeverity assessment o Damage Propagation assessment o Monitoring recommendations o Email recommendation for risk-based shutdown or curtailment within 1 week of inspection data delivery, as needed o Dashboard reports for analysis of OpSeverity, propagation notes, and prioritization in Horizon for Cat 4s, 5s, and other high-risk damages * Other high-risk damages determined based on SkySpecs understanding of turbine and blade model. ** OpSeverity assessment includes through erosion but excludes Category 4 structural erosion. Category 4 Structural erosion will be reviewed by SkySpecs blade engineers and discussed with Customer. If Customer plans to execute erosion repair and/or LEP campaigns, SkySpecs will prioritize turbines based on the most severe erosion. ● Damage Repair Prioritization o Damage prioritization based on risk, site budget, and other considerations made available to SkySpecs o Prioritized repair and inspection Task and Work Order creation in Horizon |
Repair Campaign Set Up & Advisory | May include: ● Vendor Technical Support o Unlimited collaborator access o 2 hours of vendor training ● RFP Advisory o Access to SkySpecs Standard RFP Template o Blade engineering advice on vendor selection, technical expertise and repair documentation (limited to established meeting cadence, if requested by customers in meeting) ● Repair Advisory o Remote Blade Engineering advisory on repair documentation* (Advise limited to established meeting cadence**) ● Work Order Management o Work Order and Task set up with SkySpecs standard fields o After the RFP process, will we populate the fields in Horizon for selected vendors o Standard Repair Management Dashboard o Campaign progress review and advisory (Advisory limited to established meeting cadence**) *Blade Engineering Consulting excludes root cause analysis or any litigation support. Except where specified in advance, blade engineering consulting is limited to remote support and does not provide for time on-site with Customer or vendors. **SkySpecs’ reporting cadence and meeting cadence will be defined between the Customer and account manager but shall not be more frequent than once per week. |
For all completed repairs with completed and delivered repair reports during the term of the applicable Order Form*, SkySpecs will provide a holistic review of all blade repair and inspection activities for quality and completeness that includes: ● Repair report reconciliation o Repair Report QC1: Auditing repair reports against planned Order Form for completeness and accuracy o Repair Report QC2: Auditing the contents of repair reports for documentation standards and completeness o Repair Report QC3: Auditing repair reports for repair quality and durability* o Dashboard reports displaying the results of QC1, QC2, and QC3 o As needed, feedback to Customer on vendor repair and documentation performance ● Inspection-over-inspection review of previous repairs for signs of failure** o Identifying previous repairs that are showing signs of failure in subsequent inspections o Where applicable, documentation of potential repair vendor warranty claims ● It is Customer’s responsibility to ensure repair reports are delivered to SkySpecs for timely review. SkySpecs will notify Customer of outstanding repair reports. *Only repair reports deemed by a blade engineer as having sufficient repair documentation will be considered for QC3 **Completed repairs will be reviewed for signs of failure in the subsequent inspection. Where possible and in line with Customer’s overall inspection strategy, SkySpecs will make every effort to review completed repairs prior to the end of warranty offered by the vendor. | |
Budgeting & Planning | Once per year during the term of the applicable Order Form, SkySpecs will provide analysis of activities to inform future years’ maintenance strategy and budget that includes: ● Fleet overview, including damage risk level before and after repairs ● Cost estimation of any carryover damages or uncompleted repairs from the previous inspection/repair season ● Cost estimation of damages that are projected to propagate or be newly formed, and be prioritized for repair ● Two budget scenarios: one based on repairing just the highest risk damages and one based on repairing all prioritized damages |
Lightning Strike Monitoring | As needed throughout the Term, SkySpecs will provide Lightning Strike Monitoring, Inspection Task Creation, and Ad Hoc Inspection Analysis. This includes: ● Setup and configuration with a weather data provider and triggers for critical strikes close to turbines* ● Alerts to the designated customer representatives when a critical lightning strike occurs, and a Horizon Inspection Task per critical strike ● For each inspection completed in response to an identified critical strike: o Image ingestion into Horizon using third party ingestion tools and annotation of damages** o Review and categorize ad hoc lightning strike inspection results o Blade Engineering review and assessment of all ad hoc lightning damage images provided from the Site** *SkySpecs chooses the weather data provider, critical strike, and distance thresholds ** SkySpecs’ blade engineering reserves the right to determine whether third party images are of sufficient quality to make a damage assessment. |
Spot Inspection Analysis | Throughout the term of the applicable Order Form, SkySpecs may recommend, or the Customer may otherwise need, follow-up monitoring inspections for certain blade damages, repairs, or other issues (“Spot Inspections”). Spot Inspections are not full-service blade inspections with complete damage analysis, but rather are inspections focused on a specific blade damage or other monitoring need. For blade Spot Inspections arranged by Customer personnel at the general recommendation of SkySpecs, SkySpecs will provide: ● Schedule and execution guidance for monitoring inspections by site and damage, adjusting as needed based on risk and other factors ● Workflow setup and support in Horizon for spot inspection tracking and data upload ● Analysis and blade engineering review of the inspection results, linkage to past inspection results to assess propagation, and updated recommendations around monitoring, repairing, and turbine operation SkySpecs will align damage analysis delivery timing to monitoring schedule recommendations. Spot Inspection Analysis is limited to Spot Inspections conducted by Customer personnel, full third-party inspection campaigns excluded. SkySpecs may not be able to provide certain metadata for damages on uploaded images, including radial distance and damage size. SkySpecs’ blade engineering team reserves the right to determine whether Spot Inspection images are of sufficient quality to make a damage assessment. |
3. Horizon Access: As part of the TEI Subscription, Customer must have access to SkySpecs’ Horizon Blade Management workflow and Horizon Blade Field Work Management workflow.
4. Inflation: SkySpecs reserves the right to increase an Order’s Blade Services and/or TEI Subscription 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.
5. 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:
5.1. 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.
5.2. 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 execution of the applicable Order Form.
5.3. 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(s), as well as other reasonable assistance that SkySpecs reasonably requires in order to perform the Services.
5.4. 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. 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 site access and all trainings necessary to enable SkySpecs to shut down the turbine on Customer’s behalf.
5.5. 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 this Statement of Work and will be provided at no cost to SkySpecs. SkySpecs will bill Customer for any required trainings at the fees specified in the ”Pricing” section below. *SkySpecs will not charge Customer for standard safety orientation trainings that are less than one (1) hour.
5.6. Horizon: Customer Admin – Customer will assign one or more individuals as an administrator for Horizon (“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 by submitting a request to support@skyspecs.com.
5.7. Asset Management – Customer understands and acknowledges that it has sole responsibility for making operational, maintenance, and repair decisions.
5.8. Vendor Management – Customer understands and acknowledges that (i) SkySpecs’ ability to provide certain portions of the Services are dependent on Customer’s vendors’ use of Horizon to upload information regarding blade repairs and (ii) Customer is responsible for enforcing third-party vendor requirements, including use of Horizon and data capture therein. SkySpecs will not be deemed in breach of its obligations under the applicable Order Form or otherwise be liable for any costs or losses if SkySpecs is unable to perform its obligations under the applicable Order Form due to a Customer vendor’s acts or omissions.
6. Out of Scope: The following items are explicitly out of scope and will not be included or provided as part of the TEI Blade Services Subscription:
6.1. Executing an RFP on behalf of Customer
6.2. Direct hiring and management of vendors
6.3. On-site management of vendors on behalf of Customer
6.4. On-site support outside of inspection execution