1. Background

• (a) These STC Trading Terms and Conditions (Terms) are a legal agreement between you or your transferees, assigns and successors in title (Seller) and Green Deal Finance Pty Ltd ACN 609 758 143 (GD Finance).
• (b) These Terms constitute the terms and conditions under which GD Finance and the Seller agree to trade and purchase unregistered STCs with the Seller.
• (c) The Seller acknowledges and agrees that these Terms are intended to be read in conjunction with the Terms of Use, located https://www.greendeal.com.au/termsofuse and any other terms and conditions the Seller has accepted as part of those terms, as amended from time to time.
• (d) If there is any inconsistency between these Terms, the Website Terms of Use or any other terms and conditions accepted, these Terms will prevail to the extent of the inconsistency.

2. Seller's Obligations

2.1 The Seller must:

• (a) guarantee that the STC Assignment Form and all other information submitted by it or its Personnel to the Platforms is accurate, complete, qualified and in compliance with the REE Legislations;
• (b) comply with, and ensure its Personnel to comply with, these Terms and all Applicable Laws;
• (c) submit the STC Assignment Form and associated supporting Data to GD Finance promptly and at least one month prior to the applicable regulatory deadline;
• (d) not do anything that, in GD Finance's opinion, may adversely affect GD Finance or its related body corporates' business, reputation or goodwill; and
• (e) provide additional information promptly as reasonably requested by GD Finance.

2.2 The Seller represents and warrants that:

• (a) it is duly incorporated and validly existing under the laws of Australia;
• (b) it has full legal right, power and authority to carry on its present business, to own its properties and assets, to execute and deliver these Terms and to perform its obligations hereunder;
• (c) it has taken all corporate and legal action required to be taken to authorize the execution and delivery of these Terms and the performance of its obligations hereunder;
• (d) these Terms constitute the legal, valid and binding obligation of it and are enforceable against it; and
• (e) it holds all licences, certifications, approvals, authorisations and other permits applicable in connection with its business operations, including without limitation, trading STCs with GD Finance.

3. Price and Payment

3.1 The Seller acknowledges and agrees that:

• (a) by it making the lodgement of STCs via the Green Deal Website (Lodgement), it accepts the price and terms offered by GD Finance;
• (b) the price offered for the assignment of an STC will be published as the live price on the Green Deal platform and may change from time to time based on market conditions;
• (c) at the time of Lodgement, the unit price displayed in real time on the Green Deal platform constitutes the Unit Price offered by GD Finance and is deemed accepted by the Seller upon Lodgement, with such Unit Price being conditional upon the Lodgement complying with all applicable regulations and eligibility requirements, and where a Lodgement is rejected, amended, or required to be re-lodged for any reason, the Unit Price applicable to the replacement Lodgement shall be the live Unit Price displayed on the Green Deal platform at the time the replacement Lodgement is submitted by the Seller;
• (d) once the STC application is submitted to the CER, the Quantity and Unit Price cannot be altered; and
• (e) whilst GD Finance takes reasonable steps to check that each STC application and the Data associated with such application complies with the requirements of REE Legislation, GD Finance's approval of any STC application or the submission of an STC application to the CER does not constitute confirmation by GD Finance that the STC will be approved by the CER or that all information provided with respect to such STC application is complete and accurate in all respects.

3.2 From time to time, GD Finance may offer a fixed rate quote for spot purchases of STCs subject to additional terms and conditions(Contract Lock-in Price). This may or may not be for a fixed quantity of STCs and the price may be subject to change based on market conditions. The Seller can seek a Contract Lock-in Price which may be accepted or denied by GD Finance in its sole discretion. The Seller's seek of Contract Lock-in Price will be deemed as the Seller having agreed to the additional terms and conditions as required by GD Finance.

3.3 If GD Finance accepts a Contract Lock-in Price, then by no later than the Settlement Date as required by GD Finance, the Seller must submit sufficient STC Assignment Forms which complies with the REE Legislation to generate the volume of STCs specified in the Contract Lock-In Price.

3.4 If the STC Assignment Forms submitted by the Seller will generate an amount of STCs in excess of the agreed quantity, GD Finance will separately offer a price for the excess STCs in accordance with these Terms.

3.5 In the event the Seller fails to submit the required quantity of STCs within the agreed term as required by GD Finance, a fee shall apply and an invoice shall be issued by GD Finance to the Seller for payment within seven (7) days of the date of the invoice. The fee payable will be calculated as follows:

• (a) if at least 80% of the quantity as required is supplied, it would be the higher of:
• (i) [(Unit Price less the live STC price as calculated at the end of the agreed term) multiplied by the number of shortfall STC's] plus 10% GST; or
• (ii) [(Live STC Price less the Unit Price) multiplied by the number of shortfall STC's] plus 10% GST; or
• (b) if less than 80% of quantity as required is supplied, (Unit Price multiplied by the number of shortfall STC's) plus 10% GST.

3.6 For standard trading, there are no processing fees or upfront fees for trading STCs with GD Finance. Special promotions or offers may attract fees and charges, which will be clearly disclosed to the Seller if it chooses to take advantage of such offerings.

3.7 Payments to the Seller can be, made by a direct cash payment by GD Finance to an account nominated by the Seller (Cash Payment) or by way of a credit note issued by One Stop Warehouse which can be used by the Seller towards the purchase of products supplied by One Stop Warehouse (Credit Note).

3.8 Subject to clause 3.9, GD Finance will make the Cash Payment or provide the Credit Note after the CER has completed its audit and has approved the applicable STCs. The Seller acknowledges that:

• (a) any Cash Payment or provision of Credit Notes by GD Finance does not guarantee that the STC will be approved by the CER; and
• (b) the timing for CER to complete its audit of the STC application and grant its approval of the applicable STCs is not within GD Finance's control.

3.9 Where approved by GD Finance, and subject to any credit limits set by GD Finance from time to time, GD Finance may initiate promotional activities to allow Sellers to apply for early payment of either Cash Payments or Credit Notes before CER approval subject to additional terms and conditions as published by GD Finance from time to time. GD Finance may adjust, suspend or terminate the relevant promotional activities at any time at its absolute discretion. Where the Seller is in Dispute under these Terms, then, without limiting any other rights or remedies available under these Terms, GD Finance may, with respect to any STCs issued under this clause where CER has yet to complete its audit and approve that STC:

• (a) GD Finance may cause the cancellation of any unused Credit Notes that relate to such STCs;
• (b) if a Credit Note relating to such STC has already been used, GD Finance may cause an invoice be sent by One Stop Warehouse to the Seller for the amount of the used portion of such Credit Note, payable within seven (7) days from the date of the invoice; and
• (c) if a Cash Payment has been made to the Seller with respect to that STC, the Seller must repay such amount within seven (7) days of receipt of notice from GD Finance.

3.10 Where a Seller submits the STC Assignment Form and associated supporting Data to GD Finance eleven (11) or more months following the installation date of the System, the Seller acknowledges and agrees that:

• (a) GD Finance will use reasonable endeavours to process the STC assignment, subject to the discretion of the CER to formally approve and register the STC;
• (b) if GD Finance determines that a varied STC Price is payable for the STC, GD Finance will provide written notice of the revised STC Price to the Seller as soon as reasonably practicable; and
• (c) no advance payment will be available for that STC.

3.11 Where a Seller has chosen to receive a Credit Note and later changes its mind and requests a Cash Payment, agreement of any refund will be solely determined by GD Finance in its sole discretion subject to GD Finance's then current cash refund policy. The Seller acknowledges and agrees that the amount to be refunded by cash may be different from the amount of Credit Note based on GD Finance's refund policy which it may determine in its sole discretion.

3.12 Cash Payments and Credit Notes will only be made with accurate and correctly rendered invoices and/or trade invoices (where applicable) provided by the Seller unless otherwise agreed by GD Finance.

3.13 Once the relevant payment is issued, GD Finance will issue a remittance confirmation to the Seller.

3.14 In general terms, GST applies to STC assignments for commercial solar installations, however, GST can also sometimes apply to individuals who are registered for GST. Any decision to pay GST will be decided on a case by case basis and GD Finance will make the final decision in accordance with the Australian Tax Office guidelines.

3.15 If the Seller does not pay any outstanding amounts to GD Finance within fourteen (14) days of the request for payment, GD Finance will charge the Seller the Default Interest Rate from the first overdue date.

4. STC Content and Disputes

4.1 The Seller represents and warrants that:

• (a) all Data and any other declarations provided by it or its Personnel through or in connection with the Platforms are true, accurate, complete and up-to-date in all respects;
• (b) it or its Personnel holds all necessary and lawful consents and other authorisations to enable lawful transfer of the Data to GD Finance through the Platforms so that GD Finance may lawfully use, process and transfer such Data;
• (c) it is responsible for the content of any Data that is uploaded by it or its Personnel or on its behalf and agrees that GD Finance takes no responsibility for the accuracy or the content of the uploaded Data; and
• (d) all information and data it or its Personnel provided or submitted to GD Finance, and GD Finance's use of such content, will not infringe the intellectual property rights or any other rights of any third party.

4.2 GD Finance has right to request the Seller to clarify, change, or reupload the Data, in its sole discretion. The Seller bears sole responsibility for ensuring that all Data and Lodgements comply with GD Finance requirements and applicable REE regulations, including completing any re-submission or re-lodgement. GD Finance shall have no Liability to the Seller if it fails to clarify, change, or reupload the Data as requested.

4.3 In the event that any Dispute may arise, GD Finance may (without limiting any other rights or remedies available under these Terms):

• (a) suspend or refuse to take any STC application;
• (b) withhold the submission of the STC applications to the CER;
• (c) withdraw the submission of the STC application that is already submitted to the CER; or
• (d) withhold payment of the approved STCs,

     until the Dispute has been solved to the reasonable satisfaction of GD Finance.

5. Account and Data

5.1 The Seller will be held solely responsible for maintaining the confidentiality of any user ID, password or access to that party's account on the Green Deal Website, and for any and all actions taken using that party's account and passwords.

5.2 The Seller must ensure that it and each of its Personnel that are granted access to the account strictly comply with these Terms as if they were a party to them. The actions of the Seller's Personnel are taken to be the Seller's acts and omissions.

5.3 The Seller will notify GD Finance immediately if it becomes aware that any person has received or gained unauthorised access to Seller's account on the Green Deal Website.

5.4 The Seller hereby grants GD Finance the right to access, preserve, store, use, adapt, compile, disclose, share, transfer or deal with all the Data in accordance with GD Finance's Privacy Policy and Applicable Laws.

6. Rejected / Failed STC Assignments

6.1 If the CER does not approve an STC application or otherwise seeks the surrender of any STC because of an act, omission or error of the Seller or its Personnel or if the CER audits GD Finance because of an act, omission or error of the Seller or its Personnel, the Seller must promptly provide assistance and documentation as requested by GD Finance.

6.2 Without limiting clause 3.10, where any Cash Payment or Credit Note is issued to the Seller with respect to an STC, and:

• (a) the CER rejects the application for that STC or otherwise seeks the surrender of that STC; or
• (b) the Seller fails to promptly provide any supplementary, corrected or further information requested by GD Finance with respect to that STC, then, without limiting any other rights or remedies available under these Terms:
• (c) GD Finance may cause the cancellation of any unused Credit Note that relates to that STC;
• (d) if a Credit Note relating to that STC has already been used, GD Finance may cause an invoice be sent by One Stop Warehouse to the Seller for the amount of the used portion of such Credit Note, payable within seven (7) days from the date of the invoice;
• (e) if a Cash Payment has been made to the Seller with respect to that STC, the Seller must repay such amount within seven (7) days of receipt of notice from GD Finance; and
• (f) where GD Finance suffers a loss as a result of the surrender of an STC including any loss resulting from market fluctuations at the time the surrender is required, the Seller must compensate GD Finance for such loss, and the Seller must repay such amount within seven (7) days of receipt of notice from GD Finance.

6.3 If the CER does not approve an STC application or otherwise seeks the surrender of any STCs because of an act, omission, late submission or error of the Seller or any of the Data submitted by the Seller or its Personnel is misrepresented or otherwise not correct, to the extent permitted by law, GD Finance shall have no Liability to the Seller for any loss suffered by that Seller or any third party.

7. Third Party Requests and Directions

7.1 In the course of operating its business GD Finance interacts with third parties including regulators, such as the CER, SAA and the CEC.

7.2 Such regulators and third party may:

• (a) make requests of and issue directions to GD Finance;
• (b) commence legal proceedings against GD Finance; and/or
• (c) impose fees, penalties and costs on GD Finance.

7.3 Where the matters described in clause 7.2 relate to omissions or errors of the Seller or its Personnel, or misrepresentation of information in its submission, the Seller must:

• (a) provide any assistance that GD Finance may require and indemnify GD Finance for any rectification cost that may be incurred by GD Finance in order to respond to or comply with the regulators and third party's requests and directions; and
• (b) indemnify GD Finance on demand for all other Liability associated with responding to and complying with such requests and directions.

8. Indemnity

The Seller hereby agrees to indemnify GD Finance and its Personnel against all Liability incurred by GD Finance attributable to the Seller or its Personnel's error, omission or breach of these Terms or any unauthorised access to the Platforms.

9. Consequential Loss

For the avoidance of doubt, GD Finance and its Personnel are not liable for any Consequential Loss arising under or in connection with these Terms.

10. Dispute Resolution

10.1 In the event that a dispute may arise between the Parties, the aggrieved party shall notify, in writing, the other party setting out the dispute. The other party must respond within seven (7) days of being notified of the dispute.

10.2 The Parties must first attempt to resolve the dispute together without recourse to legal action.

10.3 In the event both Parties are unable to resolve the dispute, at the notice of any party, the matter will be referred to mediation.

10.4 In the event that any external dispute resolution services are utilized, such as mediation, the cost is to be split between the Parties. If the Parties are unable to resolve the dispute at mediation, either Party may commence legal proceedings.

11. Confidentiality

11.1 Neither Party may disclose information, which by its nature is, or is marked as, confidential, relating to or shared under these Terms to any person except:

• (a) to the extent that it is already in the public domain;
• (b) with the written consent of the other Party;
• (c) to its officers, employees and professional advisers on a need-to-know basis; or
• (d) as required by any Applicable Law after first consulting (to the extent lawful and reasonably practical) with the other Party about the form and content of the disclosure.

11.2 Where permitted disclosures are made by a Party on any basis other than clause 11.1(a), it will ensure the disclosed material is kept confidential by the Party to whom it has been shared.

12. Termination of Trading

12.1 GD Finance has the right to immediately terminate the STC trading with the Seller by written notice to the Seller in case any Dispute arises.

12.2 Either Party has right to terminate the STC trading with the other Party by providing seven (7) days' written notice to the other Party without having to give a reason for doing so.

12.3 Upon termination of the STC trading, these Terms continue to govern the Seller's access to and usage of the Platforms.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14. Assignment and Novation

The Seller and GD Finance must not assign or deal with the whole or any part of their rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

15. Severance

If a term of these Terms is held to be void, invalid, illegal or unenforceable, that term is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that term (or that part of that term) will be severed from these Terms without affecting the validity or enforceability of the remainder of that term or the other terms in these Terms.

16. Waiver and Variation

A provision or a right created under these Terms may not be (a) waived except in writing by the Party granting the waiver or (b) varied except in writing signed by the Parties.

17. Further assurance

Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under them.

18. Force Majeure

GD Finance will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond its reasonable control.

19. Notices

Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

20. Entire Agreement

These Terms, together with all other terms and policies agreed by the Seller, contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

21. GST Declaration

21.1 The proceeds remitted by GD Finance to the Seller shall consist of two components: (i) the STC proceeds, which are equivalent to the amount the Seller charges its end customer, and (ii) the taxable supplies of referral fees.

21.2 If the Seller has indicated that it is registered for GST, the Seller hereby authorises GD Finance to generate a recipient created tax invoice (RCTI) on its behalf and provides the following declaration:

• (a) I authorise Green Deal Finance Pty Ltd to issue RCTIs in respect of the taxable supplies provided under the STCs;
• (b) I will not issue tax invoices in respect of such supplies; and
• (c) I acknowledge that I am registered for GST as at the date of agreeing to the declaration and that I will notify Green Deal Finance Pty Ltd if I cease to be registered for GST.

21.3 Subject to clause 20.2, the RCTI issued to the Seller pertains to taxable referral services, and the Seller shall be responsible for the payment of the GST associated therewith.

21.4 GD Finance confirms that it is registered for GST and that it will notify the Seller if it ceases to be registered for GST.

22. Definitions

• Capitalised terms have the meanings given to them below:
• Applicable Law means any law, regulation, mandatory guideline or standard, ordinance, court ruling or requirement or direction of a Government Agency, or similar, governing or relating to the subject matter or a Party to these Terms at any time.
• Cash Payment has the meaning set out in clause 3.8.
• CEC means the Clean Energy Council of Australia.
• CER means the Australian Government's Clean Energy Regulator which administers and enforces the REE Legislation.
• Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation, or loss in connection with breach of third party contracts or arrangements.
• Credit Note has the meaning set out in clause 3.8.
• Green Deal Website means GD Finance's trading website at https://www.greendeal.com.au/ and any related mobile or software application, portal, database or software as a service that GD Finance has developed, owns or operates for the trading of STCs.
• Data means:
• (a) all information, document, picture or data owned, supplied or submitted by the Seller or its Personnel to which GD Finance is provided access to in connection with the Platforms, which may include personal information; and
• (b) data generated, compiled, arranged or developed by either the Seller or GD Finance in connection with the Platform.
• Default Interest Rate means 4% above the RBA Cash Rate and RBA Cash Rate means on any day, the rate most recently published by the Reserve Bank of Australia as its "Cash Rate Target".
• Dispute means:
• (a) a Potential Breach has occurred;
• (b) the Seller becomes Insolvent;
• (c) the Seller or its Personnel has made or used abusive, threatening, derogatory or defamatory statements/language with GD Finance or its Personnel; or
• (d) in GD Finance's opinion, the Seller or its Personnel has conducted suspicious behaviour that may result in any Liability to GD Finance.
• Government Agency means any governmental, judicial or statutory body with authority or jurisdiction over these Terms or a Party.
• Industry Guidance means information, data and materials that the clean energy industry commonly uses to assess materials, contractors and/or products, such as any list in relation to installers, approved makes and models, products, and inverters that is published by a reputable industry body such as the CER, CEC or other such body.
• Insolvent means the occurrence of any of the following events with respect to a person:
• (a) an application is made that it be wound up, declared bankrupt or that an administrator be appointed;
• (b) an administrator is appointed to any of its assets;
• (c) it enters into an arrangement with its creditors or makes an assignment to benefit one or more creditors (or proposes to do so);
• (d) it is insolvent, states that it is insolvent or it is presumed to be insolvent under an Applicable Law;
• (e) a writ of execution is levied against it or its property;
• (f) it ceases to carry on business or threatens to do so; or
• (g) anything occurs under the law of any applicable jurisdiction which has a substantially similar effect to paragraphs (a) - (f) above.
• Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), whether direct, indirect, consequential, special, or punitive and/or whether present, unascertained, future or contingent.
• One Stop Warehouse means One Stop Warehouse Pty Ltd (ACN 161 849 323), a related body corporate of GD Finance.
• Parties means both GD Finance and the Seller while a Party means one or the other depending on the context.
• Personnel means, in respect of a Party, any of its employees, consultants, subcontractors or agents; in particular, a Seller's Personnel shall include but not be limited to, any of its employees, consultants, and subcontracted installers, designers, and electricians.
• Platforms means the Green Deal Website and the application known as "GreenDeal Solar App" which is operated by GD Finance.
• Potential Breach means instances where:
• (a) the Seller or its Personnel or its STC application is under investigation;
• (b) the Seller or its Personnel, or its STC application or any installations associated with an STC application may be in breach of the REE Legislation, Safety Regulations or Industry Guidance;
• (c) it is reasonably believed that the Seller or its Personnel has submitted falsified/forged documentation for the purpose of processing STC applications; or
• (d) it is reasonably believed that the Seller may have breached these Terms or other terms and policies of GD Finance that the Seller has agreed to.
• REE Legislation means the Renewable Energy (Electricity) Act 2000 (Cth), Renewable Energy (Electricity) Regulations 2001 (Cth), and guidance by CER, CEC, Australian Solar Council and/or REC Agents Association.
• Safety Regulations mean all federal and state laws in respect of work health and safety, such as the Work Health and Safety Act 2011 (QLD); Work Health and Safety Regulation 2011 (QLD); and codes of practice and other corresponding laws in the state where the System is installed.
• Quantity means the number of STCs as listed on the STC Assignment Form.
• REC Registry is an online system. CER uses REC Registry to generate, manage and audit STCs.
• SAA means Solar Accreditation Australia, which is the Accreditation Scheme Operator for the CER Small-Scale Renewable Energy Scheme.
• STC Assignment Form means the STC assignment form (including all required/supporting Data) whereby the System Owner(s) assign to GD Finance all rights to/in the creation and ownership of the STCs in accordance with the REE Legislation.
• STCs means small-scale technology certificates.
• System means equipment which can be installed or removed to enable the creation of STCs.
• System Owner means, in respect of a specific System, the person entitled to create the STCs associated with the System.
• Unit Price means the live price as quoted in the confirmation email sent by GD Finance to the Seller which confirms that the STC application has been submitted to the REC Registry.

1. Background

1.1 These PRC and ESC Trading Terms and Conditions (Terms) constitute a legal agreement between you or your transferees, assignees and successors in title (Retailer) and Green Deal Operations Pty Ltd ACN 649 507 040 (GD Operations).

1.2 These Terms constitute the terms and conditions under which the Retailer agrees to implement energy saving and peak demand reduction activities for the creation of Peak Reduction Certificates (PRC) and Energy Savings Certificates (ESC) by GD Operations.

1.3 The Retailer acknowledges and agrees that these Terms are intended to be read in conjunction with the Terms of Use, located at https://www.greendeal.com.au/termsofuse (Terms of Use) and any other documents the Retailer has accepted as part of those terms, as amended from time to time. The Terms of Use are deemed incorporated into these Terms.

1.4 If there is any inconsistency between these Terms, the Terms of Use or any other documents, these Terms will prevail to the extent of the inconsistency.

2. Creation and Trading of PRCs and ESCs

2.1 GD Operations, either directly or through its related entities, is a wholesaler in the business of supplying, amongst other products, batteries used in Implementations and Energy Saving Equipment that meet the eligibility requirements for the creation of ESCs and/or PRCs under the Energy Savings Scheme (ESS) and/or the Peak Demand Reduction Scheme (PDRS) respectively (Eligible Equipment). GD Operations is also an Accredited Certificate Provider (ACP) and trades PRCs and/or ESCs on behalf of Customers, as applicable.

2.2 The Retailer is in the business of supplying, amongst other products, Eligible Equipment to Customers, as well as implementing, or appointing an Approved Installer to implement, Eligible Equipment at Customers' premises. The Retailer may also act as a retail electricity provider to Customers, including but not limited to the provision of virtual power plant (VPP) services.

2.3 If applicable, GD Operations agrees, by way of a Nomination Form provided by the Retailer, to be nominated as the energy saver or capacity holder for an implementation of Eligible Equipment.

2.4 By accepting these Terms, the Retailer agrees to acting as a representative of GD Operations or ACP Partner, in its capacity as an ACP, and acting on its behalf in its engagements with Customers and Approved Installers.

2.5 Notwithstanding anything to the contrary in these Terms, GD Operations reserves the right to collaborate with one or more ACPs (ACP Partner) who are accredited to create and trade PRCs and/or ESCs on behalf of the Customers. In such case, the Retailer expressly acknowledges and agrees that:

• (a) GD Operations' role and responsibility is limited to providing the Retailer and its Approved Installers with access to and use of the Platforms to input Installation Data and facilitate the transfer of Installation Data from the Platforms to the ACP Partner;
• (b) the ACP Partner is entirely responsible for the creation, registration and trading of PRCs and/or ESCs based on the Installation Data that the Retailer or its Approved Installers have submitted to the Platforms;
• (c) the Retailer and its Approved Installer are solely responsible for ensuring compliance with all relevant standards, regulations and requirements by ACP Partner;
• (d) the ACP Partner is solely responsible for verifying compliance and approving the battery implementation and GD Operations does not make any determinations regarding compliance or approval of battery installations;
• (e) the Retailer acknowledges and agrees that the ACP Partner shall be a third-party beneficiary of these Terms and have the right to directly enforce these Terms and to assert claims, demands, and rights of action against the Retailer in the event of a breach of these Terms by the Retailer as if the ACP Partner were an original party to these Terms;
• (f) GD Operations reserves the right to require the Retailer and its Approved Installers to enter into a separate contractual arrangement with the ACP Partner, establishing specific rights and obligations between the Retailer and the ACP Partner;
• (g) the Retailer and its Approved Installers must complete any training required under the PDRS or ESS from the ACP Partner or GD Operations;
• (h) any disputes, delays, or failures related to the creation or issuance of PRCs or ESCs shall be the sole responsibility of the ACP Partner. GD Operations expressly disclaims any and all liability arising from such disputes, delays, or failures regarding certificates;
• (i) in the event of any delay or failure by the ACP Partner to remit proceeds to GD Operations, GD Operations reserves the right to defer any corresponding payments to the Retailer until such time as the funds have been received from the ACP Partner. GD Operations shall not be liable for any resulting delays in payment to the Retailer due to the ACP Partner's failure or delay of payment;
• (j) the Retailer shall continue to comply with other terms of these Terms where applicable; and
• (k) the Retailer expressly authorises GD Operations to use, adapt, collate, transmit and share all Installation Data and other relevant information with the ACP Partner.

3. Parties' Obligations

3.1 Generally, the Retailer must, and must procure that any Approved Installer will:

• (a) comply with, and ensure their Personnel comply with, these Terms and all Applicable Laws;
• (b) not do anything that, in GD Operations' reasonable opinion, may adversely affect GD Operations or its related body corporates' business, reputation or goodwill;
• (c) provide additional information promptly as reasonably requested by GD Operations; and
• (d) sign up, register and make an account with the relevant Platforms.

3.2 GD Operations must:

• (a) at all times on and after the Commencement Date, be accredited as an ACP by the Scheme Administrator; and
• (b) at all times, comply with all Applicable Laws and the terms of its Accreditation Notice.

3.3 The Retailer must, and must procure that any Approved Installer will:

• (a) ensure that each Implementation meets the applicable Implementation Requirements;
• (b) submit via the Platforms, Installation Data and ensure such data is submitted within the timeframe as required by GD Operations which GD Operations reasonably determines in accordance with the applicable regulatory deadline;
• (c) ensure that Implementations are performed by an Approved Installer;
• (d) ensure that Implementations are performed at a Site located in New South Wales;
• (e) procure from the Customer the necessary Nomination Form and properly explain its contents before obtaining the Customer's signature;
• (f) promptly lodge the necessary Nomination Form via the Platforms in accordance with the regulatory requirements;
• (g) not input Installation Data into the Platforms for any batteries or Energy Saving Equipment in an Implementation that were banned on the Implementation Date, or have become banned since the Implementation Date, in a Banned EUE Notice (Banned Equipment);
• (h) where applicable, promptly inform GD Operations of any Banned Equipment and provide any necessary information for GD Operations to identify the Banned Equipment that were implemented;

3.4 ensure that it complies with the Compliance Requirements outlined in Annexure A as well as evidence requirements arising under the PDRS and ESS (as applicable). In relation to Energy Saving Equipment, the Retailer must, and must procure that any Approved Installer will:

• (a) ensure that no Energy Savings Equipment or BESS removed or replaced in an Implementation is refurbished, reused or resold by the Retailer, the Approved Installer or any other person, and that all such Energy Saving Equipment or BESS is disposed of or recycled safely and appropriately;
• (b) submit via the Platforms, Installation Data and ensure such data is submitted within the timeframe as required by GD Operations which GD Operations reasonably determines in accordance with the applicable regulatory deadline;
• (c) not lodge Installation Data that would result in the creation of ESCs exceeding the maximum number of ESCs able to be created under a single Implementation in respect of multi-split systems;
• (d) provide any data that GD Operations may reasonably require under the ESS or may need to provide to the Scheme Administrator under Applicable Laws;
• (e) procure from the Customer the necessary Nomination Form and properly explain its contents before obtaining the Customer's signature; and
• (f) promptly lodge the necessary Nomination Form via the Platforms in accordance with the regulatory requirements.

4. Retailer Warranties

4.1 The Retailer represents and warrants that any batteries in an Implementation:

• (a) are listed on the Approved Batteries List;
• (b) are installed by an Approved Installer;
• (c) meet the requirements for Usable Battery Capacity as recorded on the Approved Batteries List;
• (d) are not considered Banned Equipment on the Implementation Date or any time after;
• (e) are registered on the Australian Energy Market Operator's Distributed Energy Resource Register; and
• (f) meet the relevant Warranty Requirements applicable to an Implementation.

4.2 The Retailer represents and warrants that:

• (a) each Implementation will meet the Implementation Requirements;
• (b) the Customer has paid the minimum payment amount required under the PDRS or ESS and such minimum payment amount has not been reimbursed or otherwise returned to a Customer;
• (c) it has obtained and maintains the relevant insurances required under clause 5;
• (d) the Nomination Form, and Installation Data provided by the Retailer, the Approved Installer or either of their Personnel to GD Operations via the Platforms comply with all Applicable Laws, are true, accurate, complete and up-to-date in all respects, and are free from any error, inaccuracy, omission or misrepresentation;
• (e) it or its Personnel holds all necessary and lawful consents and other authorisations to enable lawful transfer of the Installation Data to GD Operations through the Platforms so that GD Operations may lawfully use, process and transfer such data;
• (f) it is duly incorporated and validly existing under the laws of Australia;
• (g) it has full legal right, power and authority to carry on its present business, to own its properties and assets, to execute and deliver these Terms and to perform its obligations hereunder; and
• (h) it holds all licences, certifications, approvals, authorisations and other permits applicable in connection with its business operations, including without limitation, implementations as performed in relation to the creation and trading of PRCs and ESCs with GD Operations.

5. Insurances

5.1 The Retailer must, and must procure that any Approved Installer will, obtain and maintain:

• (a) public liability insurance of at least $5 million; and
• (b) product liability insurance of at least $5 million.

5.2 The Retailer must, and must procure that any Approved Installer will, maintain these insurance policies for the lifetime of the Eligible Equipment.

6. Price and payment

6.1 Unless otherwise agreed by GD Operations, the Retailer acknowledges and agrees that by making the lodgement of PRCs or ESCs via the Platforms (Lodgement), it accepts the price and terms offered by GD Operations and the quantity cannot be altered.

6.2 The Retailer agrees that the Lodgement itself does not constitute any binding obligation upon GD Operations and GD Operations will only audit and approve PRC or ESC application if it reasonably determines that such application and the Installation Data associated with such application complies with Applicable Law.

6.3 At the time of Lodgement, the unit price displayed in real time on the GreenDeal Platform constitutes the unit price offered by GD Operations and is deemed accepted by the Retailer upon Lodgement, with such unit price being conditional upon the Lodgement complying with all applicable regulations and eligibility requirements, and where a Lodgement is rejected, amended, or required to be re-lodged for any reason, the unit price applicable to the replacement Lodgement shall be the live unit price displayed on the GreenDeal Platform at the time the replacement Lodgement is submitted by the Retailer.

6.4 GD Operations will make the payment of the PRCs and ESCs after the Installations have been audited and approved unless otherwise agreed by GD Operations.

6.5 GD Operations may, from time to time, initiate promotional activities to allow Retailers to apply for early payment of either cash payments or Credit Notes subject to additional terms and conditions (Promotions). GD Operations will publish any Promotions with additional terms and conditions applicable to such Promotions on the Platforms and the Retailer may elect to participate in the Promotion.

6.6 The other pricing and payment terms of the PRCs and ESCs will be separately determined between GD Operations and the Retailer based on market conditions.

6.7 Where a Retailer has chosen to receive a Credit Note and later changes its mind, agreement to any refund will be solely determined by GD Operations in its sole discretion, subject to GD Operations' then current cash refund policy. The Retailer acknowledges and agrees that the amount to be refunded by cash may be different from the amount of Credit Note based on GD Operations' refund policy to reflect GD Operations reasonable costs in converting the Credit Note to a cash payment.

6.8 The Scheme Administrator may perform an audit of any Installation Data attached to a PRC or ESC and decide to reverse the registration of the relevant PRC or ESC.

6.9 If the registration of a PRC or ESC is rejected or reversed by the Scheme Administrator or a certificate is otherwise unable to be claimed for, and GD Operations identifies a Retailer or an Approved Installer as having performed the relevant implementation of Eligible Equipment, the Retailer must reimburse GD Operations of all amounts it has received from GD Operations in relation to the implementation (Reimbursement Amount) and GD Operations and the relevant ACP Partner shall be indemnified by the Retailer of any Claim, loss, damage or liability arising therefrom.

6.10 GD Operations will provide the Retailer with an invoice for the Reimbursement Amount and the Retailer must pay the invoice within 7 days of receipt. If a Credit Note had been issued in lieu of monetary payment, then:

• (a) GD Operations may cancel any issued Credit Notes; or
• (b) if the Credit Note has already been used, GD Operations may issue an invoice to the Retailer for the Reimbursement Amount which will be payable within 7 days from the date of the invoice.

6.11 If the Retailer does not pay any invoices received from GD Operations under clauses 6.9 and 6.10 within 14 days, GD Operations will charge the Retailer the Default Interest Rate for every day the amount remains outstanding.

7. Dispute Resolution

7.1 A party claiming that a dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).

7.2 Following the Dispute Notice being given, the parties must endeavour in good faith to resolve the dispute within 14 days.

7.3 If the dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the dispute by mediation as follows:

• (a) if the parties fail to agree on the appointment of a mediator within 21 days of the Dispute Notice being given, either party may request the Resolution Institute to nominate a mediator (which nomination the parties must accept);
• (b) if the mediator accepts the appointment, the parties must comply with the mediator's instructions;
• (c) if the dispute is not resolved within 30 days of the appointment of a mediator, the mediation ceases;
• (d) the parties will be jointly responsible for the fees of the mediation, and each party is to bear its own costs in relation to the mediation;
• (e) the mediation will be held in Sydney, New South Wales, but parties may attend by video link if travel is not viable or reasonable; and
• (f) the parties may be legally represented at the mediation.

7.4 Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.

7.5 In the event that a dispute arises, GD Operations may withhold payments that are the subject of the dispute, until the Dispute has been resolved.

8. Installation Data

8.1 GD Operations has absolute power under these Terms to request the Retailer to clarify, change, or reupload the Installation Data provided by the Retailer or Approved Installer. If the Retailer fails to comply with a request under this clause, GD Operations and the relevant ACP Partner shall be indemnified of any Claim, loss, damage or liability arising from the Retailer's failure to clarify, change, or reupload the Installation Data as requested.

8.2 The Retailer must, and must procure that any Approved Installer will, retain Installation Data in relation to an implementation of any Eligible Equipment for at least 7 years from the Implementation Date.

8.3 The Retailer grants GD Operations a non-exclusive, royalty-free, personal, non-revocable, non-sublicensable and non-transferable licence to use, adapt, collate, and share with the Scheme Administrator the Installation Data shared with GD Operations in relation to an implementation of Eligible Equipment.

8.4 The Retailer warrants that it and each of its Personnel that are granted access to the Platforms strictly comply with these Terms as if they were a party to them. The actions of the Retailer's Personnel are taken to be the Retailer's acts and omissions.

8.5 The Retailer will notify GD Operations immediately if it becomes aware that any person has received or gained unauthorised access to Retailer's account on the Platforms.

9. Indemnities

9.1 The Retailer indemnifies GD Operations and each of its ACP Partners from and against all loss, damage and Claims arising out of or in connection with:

• (a) a breach by the Retailer of its confidentiality or privacy obligations under these Terms and the Terms of Use;
• (b) any error, incompleteness, inaccuracy, omission or misrepresentation of Installation Data provided under these Terms;
• (c) a third-party Claim against GD Operations or an ACP Partner relating to revocation of a PRCs and/or ESCs;
• (d) a third-party Claim against GD Operations or an ACP Partner in relation to unauthorised access to the Platforms by a person or entity using the Retailer's or an Approved Installer's credentials;
• (e) a third-party Claim against GD Operations or an ACP Partner in relation to the Retailer's or an Approved Installer's provision of services and goods;
• (f) a third-party Claim against GD Operations or an ACP Partner in relation to an act or omission by the Retailer and/or Approved Installer that constitutes a breach of these Terms; and
• (g) any fraudulent activity committed by the Retailer and/or Approved Installer, or either of their Personnel.

9.2 GD Operations has sought and obtained the indemnities in favour of its ACP Partners in clauses 6.11, 8.1 and 9.1 as agent for and on behalf of each ACP Partner and holds the benefit of the indemnities in clauses 6.11, 8.1 and 9.1 as trustee for each ACP Partner.

10. Limitation of Liability

The Limitation of Liability clause of the Terms of Use applies to these Terms as if set out in full. GD Operations' liability under or in connection with these Terms and the Terms of Use is limited in the aggregate to the amount specified in that clause.

11. Termination of Trading

11.1 Either party may terminate these Terms by providing 7 days' notice in writing to the other party.

11.2 Either party may immediately terminate this document if:

• (a) the other party breaches any provision of this document that materially prejudices the interests of the terminating party and fails to remedy the breach within 28 days of receiving written notice from the terminating party in respect of the breach, including particulars of the breach;
• (b) the other party fails to pay any amount due under this document on the due date for payment and remains in default not less than 21 days after being notified in writing to make that payment;
• (c) an Insolvency Event occurs in relation to a party; or
• (d) any Force Majeure Event prevents the other party from performing its obligations under this document for any continuous period of three months.

11.3 Even after termination of these Terms:

• (a) GD Operations reserves the right to request further information or data from the Retailer in relation to Implementations of Eligible Equipment performed by an Approved Installer prior to termination; and
• (b) the Retailer must abide by the Terms of Use in relation to its access to and usage of the Platforms.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the New South Wales courts and courts competent to hear appeals from those courts.

13. Assignment and Novation

No party may assign, novate or otherwise transfer all or any part of their rights or liabilities under this document without the consent of the other party (which must not be unreasonably withheld), except that GD Operations may assign or novate to a related body corporate without consent.

14. Amendments

• The Retailer acknowledges and agrees that:
• (a) GD Operations may vary these Terms at any time by giving the Retailer at least 14 days' notice by email to the address last notified by the Retailer and by general notice on the Platforms;
• (b) any variation of these Terms will take effect on the date specified in the notice, and will not apply to any Lodgement made before that date;
• (c) the Retailer may terminate these Terms under clause 11.1 at any time before the variation takes effect if it does not accept the variation; and
• (d) continued use of the Platforms or otherwise acting as GD Operations' agent, will be considered deemed acceptance of the amended Terms.

15. Severance

15.1 A clause or part of a clause of this document that is illegal or unenforceable may be severed from this document and the remaining clauses or parts of the clause of this document continue in force.

15.2 If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this document in the relevant jurisdiction, but the rest of this document will not be affected.

16. Waiver

A provision or a right created under these Terms may not be waived except in writing by the party granting the waiver.

17. Further assurance

Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under them.

18. Force Majeure

GD Operations will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to a Force Majeure Event.

19. Notices

Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

20. Entire Agreement

These Terms, together with all other terms and policies agreed by the Retailer, contain the entire understanding between the parties, and supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

21. GST Declaration

21.1 The proceeds remitted by GD Operations to the Retailer shall consist of two components:

• (a) the proceeds of the certificates, which are equivalent to the amount the Retailer charges the Customer; and
• (b) the taxable supplies of any referral fees.

21.2 If the Retailer has indicated that it is registered for GST, the Retailer hereby authorises GD Operations to generate a recipient created tax invoice (RCTI) on its behalf in an amount equal to the referral fees and provides the following declaration:

• (a) I authorise GD Operations to issue RCTIs in respect of the supplies provided under these Terms;
• (b) I will not issue tax invoices in respect of such supplies; and
• (c) I acknowledge that I am registered for GST as at the date of agreeing to the declaration and that I will notify GD Operations if I cease to be registered for GST.

21.3 Subject to clause 21.2, the RCTI issued to the Retailer pertains to taxable referral services (where applicable), and the Retailer shall be responsible for the payment of the GST associated therewith.

21.4 GD Operations confirms that it is registered for GST and that it will notify the Retailer if it ceases to be registered for GST.

22. Definitions

Capitalised terms have the meanings given to them below or as otherwise defined in the Terms:

1. Accreditation Notice means a written notice issued to an ACP by the Scheme Administrator that outlines the conditions imposed on the ACP's accreditation.
2. Australian Energy Market Operator's Distributed Energy Resource Register means the database regulated by Australian Energy Market Operator which contains information on Distributed Energy Resource Devices installed at residential and business locations throughout Australia.
3. Applicable Law means any law, regulation, scheme, guideline or standard, ordinance, court ruling or requirement or direction of a government agency, or similar, governing or relating to the subject matter or a party to these Terms at any time including, without limitation, the Peak Demand Reduction Scheme Rule of 2022, the Electricity Supply Act 1995, the Electricity Supply (General) Regulation 2014, the Energy Savings Scheme Rule of 2009, the Ozone Protection and Synthetic Greenhouse Gas Management Act 1989 (Cth), the Work Health and Safety Act 2011, the Home Building Act 1989 and the Fair Trading Act 1987.
4. Approved Batteries List means the list of products that are considered approved by the Scheme Administrator.
5. Approved Installer means any installer who is appointed by the Retailer to install Energy Saving Equipment and otherwise has all necessary licences and qualifications to install the Energy Saving Equipment, including any BESS.
6. Banned Equipment has the meaning of the term in clause 3.3(g).
7. Banned EUE Notice means a notice published by the Scheme Administrator specifying electricity consuming equipment, processes, or systems to be banned for the purposes of the PDRS.
8. Battery Energy Storage System or BESS means one or more batteries, and other related equipment, which are installed behind a single National Metering Identifier and which, collectively, constitute a system.
9. Battery Inverter Output means the maximum power output of the inverter that converts direct current electricity to alternating current electricity in a BESS (or as otherwise defined in the PDRS).
10. Claim means any claim, action, proceeding or demand, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
11. Commencement Date means the date GD Operations starts creating PRCs and/or ESCs as an ACP.
12. Confidential Information means all information, ideas, concepts, data, know-how and trade secrets (whether or not in a material form) regarding a party or any of its businesses, products or services, which is disclosed to the other party or which is otherwise made known to the other party (except where that information is or comes into the public domain otherwise than through a breach of these Terms).
13. Credit Note means an issue of credits to the Retailer in lieu of payment in accordance with clause 6.
14. Customer means the original energy saver or capacity holder who receives a financial incentive under the PDRS and/or ESS from the implementation of Eligible Equipment.
15. Default Interest Rate means 4% above the RBA Cash Rate.
16. Demand Response Aggregator means an entity that either:
• (i) aggregates demand response capacity as a Market Participant or a Network Service Provider, or
• (ii) has been engaged in a contract with a Market Participant or Network Service Provider to aggregate demand response capacity on their behalf.
17. Demand Response Contract means an agreement between a Demand Response Aggregator and a Customer that allows the Demand Response Aggregator to control the Battery Energy Storage System in a Customer's Implementation for at least 12 months (or such longer period as may be required by the applicable PDRS from time to time).
18. Distributed Energy Resource Device means a technology that generates, stores, or manages energy at or near the point of consumption, rather than relying solely on centralised generation sources from power plants.
19. Eligible Equipment has the meaning under clause 2.1.
20. Energy Saving Equipment means equipment that represent Recognised Energy Savings Activities under the ESS.
21. Energy Savings Scheme or ESS means the Energy Savings Scheme Rule of 2009 established under the Electricity Supply Act 1995 (NSW).
22. Energy Savings Certificate or ESC means a certificate created by an ACP for the implementation of Energy Saving Equipment, registered on the Registry of Certificates, and traded under the ESS.
23. Force Majeure Event means an event beyond the reasonable control of a party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, pandemic, epidemic, fire, explosion, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption or failure.
24. Implementation means:
• (i) with respect to implementations under the PDRS: the applicable BESS implementation that meets the Implementation Requirements; and
• (ii) with respect to implementation under the ESS: the applicable implementation under the ESS that meets the requirements set out in the ESS for the Recognised Energy Savings Activity.
25. Implementation Date means:
• (i) for a BESS2 Implementation, the date an existing Battery Energy Storage System is Onboarded to a VPP operated by a Demand Response Aggregator;
• (ii) for a BESS3 Implementation, the date that the installation of a battery is completed which must be a date on or after 1 September 2026;
• (iii) for a BESS4 Implementation, the date that the installation of a battery is completed which must be a date on or after 1 September 2026;
• (iv) for a BESS5 Implementation, the date that the installation of a battery is completed which must be a date on or after 1 September 2026; and
• (v) for a retrofit under the ESS, the date of that installation of the Energy Saving Equipment.
26. Implementation Requirements means:
• (i) for an Implementation under the PDRS: the requirements set out in these Terms, the applicable Schedule and any requirements set out in the PDRS and Applicable Laws; and
• (ii) for an Implementation under the ESS: the relevant requirements set out in the ESS including but not limited to ensuring that:
• (A) the Site is a Residential Building or Small Business Site;
• (B) a site assessment to identify the relevant energy savings that may be generated at a Site has been conducted before on or before the Implementation Date;
• (C) the eligibility requirements for the relevant energy saving activity are met immediately prior to the Implementation Date; and
• (D) the completed Implementation satisfies all of the relevant Implementation Requirements.
27. Installation Data has the meaning given in the Terms of Use.
28. Insolvency Event means any of the following events concerning a party:
• (i) if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
• (ii) if the party is unable to pay its debts when they become due and payable;
• (iii) if the party ceases to carry on business; or
• (iv) if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
29. Market Participant has the same meaning as the term in clause 2.4 of the National Electricity Rules.
30. National Metering Identifier is the connection point defined in the National Electricity Rules created by AEMC.
31. Network Service Provider has the same meaning as the term in clause 2.5 of the National Electricity Rules.
32. New Solar Photovoltaic Capacity means the additional photovoltaic generation capacity added to an existing solar photovoltaic capacity, or the capacity of a newly installed solar photovoltaic system where no system previously existed.
33. Nomination Form means a nomination form, in the form and manner provided by GD Operations and approved by the Scheme Administrator, whereby the Customer provides its consent to, and nominates, an ACP as the nominated energy saver and/or capacity holder to create ESCs or PRCs.
34. Onboarded means that the Eligible Equipment has been demonstrated to respond to remotely provided commands from the Demand Response Aggregator.
35. Personnel means, in respect of a party, any of its employees, consultants, subcontractors, agents, designers, and tradespeople.
36. Peak Demand Reduction Scheme or PDRS refers to the latest Peak Demand Reduction Scheme Rule of 2022 published in the NSW Gazette.
37. Peak Reduction Certificate or PRC means a certificate created by an ACP in relation to the implementation of an RPA, registered on the Registry of Certificates, and traded under the PDRS.
38. Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles under that Act, and any other law, regulation or industry code, guideline, rule, requirement, policy, order or direction of any regulator or governmental body, as amended from time to time, in relation to privacy, data protection, surveillance, data security, or the handling of personal information.
39. Platforms has the meaning given in the Terms of Use.
40. RBA Cash Rate means on any day, the rate most recently published by the Reserve Bank of Australia as its cash rate target.
41. Recognised Peak Activity or RPA means an activity that provides capacity to reduce electricity consumption during peak demand times in accordance with the requirements under the PDRS.
42. Recognised Energy Savings Activity means activities that are eligible under the ESS for the creation of ESCs.
43. Registry of Certificates means the registry of ESCs and PRCs created and managed by the Scheme Administrator and accessed through The Energy Security Safeguard Application (otherwise known as 'TESSA').
44. Residential Building has the meaning given to that term in the PDRS or ESS as applicable.
45. Site has the meaning given to that term in the PDRS or ESS as applicable.
46. Scheme Administrator means the Independent Pricing and Regulatory Tribunal in NSW.
47. Small Business Site has the meaning given to that term in the PDRS or ESS as applicable.
48. Usable Battery Capacity in respect of a Battery Energy Storage System, means 90%:
• (i) for a Battery Energy Storage System with only one battery, of the usable battery capacity for that battery, as recorded on the approved product list specified by the Scheme Administrator; and
• (ii) for a Battery Energy Storage System with more than one battery, of the sum of the usable battery capacity for each battery, as recorded on the approved product list specified by the Scheme Administrator.

Schedule 1 – BESS2 Implementations

1. Eligibility requirements

1. There must be an existing Battery Energy Storage System installed at the National Metering Identifier(s); and
2. There must not be any life support equipment used at the Site; and
3. the Battery Energy Storage System is Onboarded to a VPP operated by a Demand Response Aggregator on or after the Implementation Date.

2. Equipment requirements

Each battery in the BESS2 Implementation:

1. must be listed on the Approved Batteries List;
2. must have a Usable Battery Capacity greater than 2kWh and less than 28 kWh as recorded on the Approved Batteries List;
3. must have a minimum of 6 years remaining on the warranty; and
4. participation in the activity must not void or diminish warranty.

3. Implementation Requirements

Each battery must be internet-connectable and enrolled in a compatible VPP Demand Response Contract.

Schedule 2 – BESS3 Implementations

1. Eligibility requirements

1. The Site must be an Apartment Building, comprising not less than four individual dwellings; and
2. There must not be an existing Battery Energy Storage System installed at the same National Metering Identifiers.

An Apartment Building means a building or part of a building classified as Class 2 under the Building Code of Australia (within the meaning of the Environmental Planning and Assessment act 1979) and includes any Non-Habitable Building on the same site.

2. Equipment requirements

Each battery in the BESS3 Implementation:

1. must be listed on the Approved Batteries List;
2. must have a Usable Battery Capacity greater than 20 kWh and less than or equal to 200 kWh as recorded on the Approved Batteries List;
3. the Usable Battery Capacity of battery must not exceed six times the Battery Inverter Output of the battery as recorded on the Approved Batteries List;
4. must be internet connectable and controllable by a Demand Response Aggregator; and
5. excluding inverters installed prior to the Implementation Date, must have a warranty of at least 10 years and guarantee at least seventy percent (70%) of Usable Battery Capacity is retained 10 years from the date the battery is installed at the Site.

3. Implementation Requirements

1. Each battery must be installed outdoors.
2. Each battery must be installed Behind the Meter and in accordance with AS/NZS 5139.
3. Each battery must be installed by an installer on an approved installer list specified by the Scheme Administrator
4. The activity must be performed by a suitably Licensed person in compliance with the relevant standards and legislation.
5. The installation of each battery must have received all required planning and network approvals.

Schedule 3 – BESS4 Implementations

1. Eligibility requirements

1. The Site must not be a Residential Building or a Data Centre.
2. An Implementation of either a BESS4 Implementation or BESS5 Implementation must not have been previously conducted at the Site.

2. Equipment requirements

Each battery in the BESS4 Implementation:

1. must be listed on the Approved Batteries List;
2. must have a Usable Battery Capacity greater than 20 kWh and less than or equal to 200 kWh as recorded on the Approved Batteries List;
3. must not exceed six times the Battery Inverter Output of the battery, as recorded on the Approved Batteries List;
4. the New Solar Photovoltaic Capacity must not be less than a quarter of the Usable Battery Capacity of the battery;
5. must be internet connectable and controllable by a Demand Response Aggregator;
6. excluding inverters installed prior to the Implementation date, must have a warranty of at least 10 years and guarantee that at least seventy percent (70%) of Usable Battery Capacity is retained 10 years from the date the battery is installed at the Site.

3. Implementation requirements

1. Each battery must be installed Behind the Meter and in accordance with AS/NZS 5139.
2. Each battery must be installed by an installer on an approved installer list specified by the Scheme Administrator
3. The activity must be performed by a suitably Licensed person in compliance with the relevant standards and legislation.
4. The installation of each battery must have received all required planning and network approvals.
5. Where the BESS is installed indoors in a Class 3 building, a working smoke alarm that meets AS 3786 must be installed in the immediate vicinity.

Schedule 4 – BESS5 Implementations

1. Eligibility requirements

1. The Site must not be a Residential Building or a Data Centre.
2. An Implementation of either a BESS4 Implementation or BESS5 Implementation must not have been previously conducted at the Site.

2. Equipment requirements

Each battery in the BESS5 Implementation:

1. must be tested in accordance with UL9540A;
2. must have a Usable Battery Capacity greater than 200 kWh and less than or equal to 30,000 kWh as recorded on the Approved Batteries List;
3. must not exceed six times the Battery Inverter Output of the battery, as recorded on the Approved Batteries List;
4. the New Solar Photovoltaic Capacity must not be less than a quarter of the Usable Battery Capacity of the battery;
5. must be internet connectable and controllable by a Demand Response Aggregator;

3. Implementation requirements

1. The activity must be performed by a suitably Licensed person in compliance with the relevant standards and legislation.
2. The installation of each battery must have received all required planning and network approvals.

Annexure A –Compliance Requirements