1. Background

• (a) These STC Trading Terms and Conditions (Terms) is a legal agreement between you or your transferees, assigns and successors in title (Seller) and One Stop Warehouse Finance Pty Ltd ACN 609 758 143 (OSWF).
• (b) These Terms constitute the terms and conditions under which OSWF 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 OSWF promptly and at least one month prior to the applicable regulatory deadline;
• (d) not do anything that, in OSWF's opinion, may adversely affect OSWF or its related body corporates' business, reputation or goodwill; and
• (e) provide additional information promptly as reasonably requested by OSWF.

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 OSWF.

3. Price and Payment

3.1 Unless otherwise stated in these Terms, the Seller acknowledges and agrees that by its making the lodgement of STCs via the Green Deal Website (Lodgement), it accepts the price and terms offered by OSWF and the Quantity and Unit Price cannot be altered.

3.2 The Seller agrees that the Lodgement itself does not constitute any binding obligation upon OSWF and OSWF will only submit any STC application to CER if it reasonably believes that such application and the Data associated with such application complies with the requirements of REE Legislation.

3.3 From time to time, OSWF may offer a fixed rate quote for spot purchases of STCs subject to additional terms and conditions. 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 OSWF 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 OSWF.

3.4 If OSWF accepts a Contract Lock-in Price, then by no later than the Settlement Date as required by OSWF, 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.

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

3.6 In the event the Seller fails to submit the required quantity of STCs within the Term as required by OSWF, a fee shall apply and an invoice shall be issued by OSWF 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 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.

3.7 For standard tradings, there are no processing fees or upfront fees for trading STCs with OSWF. 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.

3.8 Payments to the Seller are, as agreed by the Parties, made by cash or by way of Credit Notes which can be used by the Seller towards the purchase of products supplied by One Stop Warehouse Pty Ltd (ACN 161 849 323), a related body corporate of OSWF.

3.9 Where the Parties agree to pay by cash, OSWF will make the payment after the CER has completed its audit and has approved the applicable STCs unless otherwise agreed by OSWF. The Seller acknowledges that the time of CER completing its audit and granting their approval of the applicable STCs is not within OSWF's control.

3.10 Where the Parties agree to pay by Credit Note, OSWF may make the payment after the STC application has been submitted to the CER in its sole discretion.

3.11 Where any payment is made before the CER completes its audit and approves the STCs but later the CER rejects or fails the STCs, then:

• (a) OSWF may cancel issued Credit Notes; or
• (b) if Credit Notes have already been used, OSWF may issue an invoice to the Seller for the amount of the rejected STCs to which the used Credit Notes apply, payable within seven (7) days from the date of the invoice; or
• (c) if cash payment has been made to the Seller, OSWF may issue an invoice to the Seller to repay the amount of the rejected STCs, payable within seven (7) days from the date of the invoice.

3.12 Where a Seller has chosen to receive a Credit Note and later changes its mind and requests a cash amount, agreement of any refund will be solely determined by OSWF in its sole discretion subject to OSWF'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 OSWF's refund policy which it may determine in its sole discretion.

3.13 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 OSWF.

3.14 Once the payment is issued, OSWF will issue a remittance confirmation to the Seller.

3.15 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 OSWF will make the final decision in accordance with the Australian Tax Office guidelines.

3.16 If the Seller does not pay any outstanding amounts to OSWF within fourteen (14) days of the request for payment, OSWF 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 OSWF through the Platforms so that OSWF 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 OSWF 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 OSWF, and OSWF's use of such content, will not infringe the intellectual property rights or any other rights of any third party.

4.2 OSWF has right to request the Seller to clarify, change, or reupload the Data, in its sole discretion. OSWF 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, OSWF may:

• (a) suspend or refuse to take any 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 satisfaction of OSWF.

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 OSWF 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 OSWF the right to access, preserve, store, use, adapt, compile, disclose, share, transfer or deal with all the Data in accordance with OSWF's Privacy Policy and Applicable Laws.

6. Rejected / Failed STC Assignments

6.1 If the CER does not approve an STC because of an omission or error of the Seller or its Personnel or if the CER audits OSWF because of an omission or error of the Seller or its Personnel, the Seller must promptly provide assistance and documentation as requested by OSWF.

6.2 If the CER seeks the surrender of any STCs that OSWF has created after relying on the Data provided by the Seller or its Personnel, for an omission or error attributable to the Seller or its Personnel, then, on written notice by OSWF, the cost of STCs must be re-paid to OSWF within seven (7) days of the date of OSWF's invoice. The rate is to be determined by OSWF based on the payment settled by OSWF taking into account market fluctuations at the time the surrender is required.

6.3 If the CER refuses or fails any STC application because of an omission or error of the Seller or any of the Data submitted by the Seller or its Personnel is misrepresented or otherwise not correct, OSWF shall have no Liability to the Seller.

7. Third Party Requests and Directions

7.1 In the course of operating its business OSWF 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 OSWF;
• (b) commence legal proceedings against OSWF; and/or
• (c) impose fees, penalties and costs on OSWF.

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 OSWF may require and indemnify OSWF for any rectification cost that may be incurred by OSWF in order to respond to or comply with the regulators and third party's requests and directions; and
• (b) indemnify OSWF 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 OSWF and its Personnel against all Liability incurred by OSWF attributable to the Seller or its Personnel's error, omission or breach of these Terms or any unauthorised access to the Platforms.

9. Dispute Resolution

9.1 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.

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

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

9.4 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.

10. Confidentiality

10.1 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.

10.2 Where permitted disclosures are made by a Party on any basis other than clause 10.1(a), it will ensure the disclosed material is kept confidential by the Party to whom it has been shared.

11. Termination of Trading

11.1 OSWF has the right to immediately terminate the STC trading with the Seller by written notice to the Seller in case any Dispute arises.

11.2 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.

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

12. 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.

13. Assignment and Novation

The Seller and OSWF 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).

14. 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.

15. 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.

16. 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.

17. Force Majeure

OSWF 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.

18. 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.

19. 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.

20. GST Declaration

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

• (a) I authorise One Stop Warehouse Finance Pty Ltd to issue RCTIs in respect of the 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 One Stop Warehouse Finance Pty Ltd if I cease to be registered for GST.

20.2 OSWF confirms that it is registered for GST and that it will notify the Seller if it ceases to be registered for GST.

21. 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.
• CEC means the Clean Energy Council of Australia.
• CER means the Australian Government's Clean Energy Regulator which administers and enforces the REE Legislation.
• Credit Notes means an issue of credits to the Seller in lieu of payment in accordance with clause 3.8.
• Green Deal Website means OSWF's trading website at https://www.greendeal.com.au/ and any related mobile or software application, portal, database or software as a service that OSWF 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 OSWF 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 OSWF 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 OSWF or its Personnel; or
• (d) in OSWF's opinion, the Seller or its Personnel has conducted suspicious behaviour that may result in any Liability to OSWF.
• 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 or indirect and/or whether present, unascertained, future or contingent.
• Parties means both OSWF 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 OSWF.
• 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 OSWF 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 OSWF 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 OSWF 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 Solar & Battery Central Pty Ltd ACN 649 507 040 (SBC).
• 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 SBC.
• 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.
• 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 SBC, either directly or through its related entities, is a wholesaler in the business of supplying, amongst other products, batteries used in BESS1 Implementations and BESS2 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). SBC 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.
• 2.3 If applicable, SBC 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 SBC 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, SBC 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 acknowledge and agree that:
• (a) SBC’s role and responsibility is limited to providing the Retailer and its Approved Installers with access to and use of the GreenDeal Platforms to input Implementation Data and facilitate the transfer of Implementation Data from the GreenDeal 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 Implementation Data that the Retailer or its Approved Installers have submitted to the GreenDeal Platforms;
• (c) the Retailer and its Approved Installer is solely responsibilities 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 SBC does not make any determinations regarding compliance or approval of battery installations;
• (e) SBC 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;
• (f) the Retailer and its Approved Installers must complete any training required under the PDRS or ESS from the ACP Partner or SBC;
• (g) any disputes, delays, or failures related to the creation or issuance of PRCs or ESCs shall be the sole responsibility of the ACP Partner. SBC expressly disclaims any and all liability arising from such disputes, delays, or failures regarding certificates;
• (h) in the event of any delay or failure by the ACP Partner to remit proceeds to SBC, SBC reserves the right to defer any corresponding payments to the Retailer until such time as the funds have been received from the ACP Partner. SBC shall not be liable for any resulting delays in payment to the Retailer due to the ACP Partner’s failure or delay of payment;
• (i) the Retailer shall continue to comply with other terms of these Terms where applicable; and
• (j) the Retailer expressly authorise SBC to use, adapt, collate, transmit and share all Implementation 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 SBC’s reasonable opinion, may adversely affect SBC or its related body corporates’ business, reputation or goodwill;
• (c) provide additional information promptly as reasonably requested by SBC; and
• (d) sign up, register and make an account with the relevant GreenDeal Platform.
• 3.2 SBC 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 In relation to BESS1 Implementations and BESS2 Implementations, the Retailer must, and must procure that any Approved Installer will:
• (a) ensure that BESS1 Implementations are only performed at either a Residential Building or Small Business Site;
• (b) ensure that BESS2 Implementations are only performed at a Residential Building;
• (c) submit via the GreenDeal Platform, Implementation Data and ensure such data is submitted within the timeframe as required by SBC which SBC reasonably determines in accordance with the applicable regulatory deadline;
• (d) ensure that implementations are performed by an Approved Installer;
• (e) ensure that implementations are performed at a Site located in New South Wales;
• (f) procure from the Customer the necessary Nomination Form and properly explain its contents before obtaining the Customer’s signature;
• (g) promptly lodge the necessary Nomination Form via the GreenDeal Platform in accordance with the regulatory requirements;
• (h) not input Implementation Data into the GreenDeal Platform for any batteries in a BESS1 Implementation or BESS2 Implementation that were banned on the Implementation Date, or have become banned since the Implementation Date, in a Banned EUE Notice (Banned Batteries);
• (i) where applicable, promptly inform SBC of any Banned Batteries and provide any necessary information for SBC to identify the Banned Batteries that were implemented;
• (j) collect Minimum Co-Payment from the Customer for each BESS1 Implementation at a Site; and
• (k) ensure that it complies with the PDRS Compliance Requirements outlined in Annexure A as well as evidence requirements arising under the PDRS.
• 3.4 In relation to Energy Saving Equipment, the Retailer must, and must procure that any Approved Installer will:
• (a) submit via the GreenDeal Platform, Implementation Data and ensure such data is submitted within the timeframe as required by SBC which SBC reasonably determines in accordance with the applicable regulatory deadline;
• (b) where applicable, collect Minimum Co-Payment from the Customer for Energy Saving Equipment implemented;
• (c) provide any data that SBC may reasonably require under the ESS or may need to provide to the Scheme Administrator under Applicable Laws;
• (d) procure from the Customer the necessary Nomination Form and properly explain its contents before obtaining the Customer’s signature; and
• (e) promptly lodge the necessary Nomination Form via the GreenDeal Platform in accordance with the regulatory requirements.

4. Retailer Warranties

• 4.1 The Retailer represents and warrants that any batteries in a BESS1 Implementation or BESS2 Implementation by an Approved Installer:
• (a) are listed on the Approved Batteries List;
• (b) meet the requirements for Usable Battery Capacity as recorded on the Approved Batteries List;
• (c) are not considered Banned Batteries on the Implementation Date or any time after;
• (d) are registered on the Australian Energy Market Operator’s Distributed Energy Resource Register; and
• (e) meet the relevant Warranty Requirements under clause 5.
• 4.2 The Retailer represents and warrants that:
• (a) in relation to a BESS1 Implementation, there must not be an existing Battery Energy Storage System installed at the same National Metering Identifier;
• (b) in relation to a BESS2 Implementation, there is no life support equipment installed at the Residential Building;
• (c) in relation to a BESS2 Implementation, the Battery Energy Storage System is signed up to a Demand Response Contract on or after the Implementation Date;
• (d) in relation to a BESS1 Implementation or BESS2 Implementation, the Implementation Date is on or after 1 November 2024;
• (e) it has obtained and maintains the relevant insurances required under clause 6;
• (f) the Nomination Form, and Implementation Data provided by the Retailer, the Approved Installer or either of their Personnel to SBC via the GreenDeal Platform 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;
• (g) it or its Personnel holds all necessary and lawful consents and other authorisations to enable lawful transfer of the Implementation Data to SBC through the GreenDeal Platform so that SBC may lawfully use, process and transfer such data;
• (h) it is duly incorporated and validly existing under the laws of Australia;
• (i) 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
• (j) 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 SBC.

5. Warranty Requirements for BESS1 Batteries and BESS2 Batteries

• 5.1 For each battery in a BESS1 Implementation, the Retailer must provide the Customer with a warranty of at least 10 years and guarantee that at least 70 percent of Usable Battery Capacity is retained 10 years from the Implementation Date.
• 5.2 For each battery in a BESS2 Implementation, the Retailer must ensure, as at the Implementation Date, there is a warranty in place which:
• (a) applies for another six years (at a minimum from the Implementation Date); and
• (b) defines the normal use conditions during the operation as not being less than:
• (i) a minimum ambient temperature range of -10 °C to 50 °C;
• (ii) a minimum warranted cumulative energy throughput equivalent to 2.8 MWh per kWh of Usable Battery Capacity where the Implementation Date is before 1 April 2026; and
• (iii) a minimum warranted cumulative energy throughput equivalent to 3.65 MWh per kWh of Usable Battery Capacity where the Implementation Date is on or after 1 April 2026.

6. Insurances

• 6.1 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.
• 6.2 The Retailer must, and must procure that any Approved Installer will, maintain these insurance policies for the lifetime of the Eligible Equipment.

7. Price and Payment

• 7.1 Unless otherwise agreed by SBC, the Retailer acknowledges and agrees that by its making the lodgement of PRCs or ESCs via the GreenDeal Platform (Lodgement), it accepts the price and terms offered by SBC and the quantity and unit price cannot be altered.
• 7.2 The Retailer agrees that the Lodgement itself does not constitute any binding obligation upon SBC and SBC will only audit and approve PRC or ESC application if it reasonably determines that such application and the Implementation Data associated with such application complies with the regulatory requirements.
• 7.3 SBC will make the payment of the PRCs and ESCs after the Installations have been audited and approved unless otherwise agreed by SBC.
• 7.4 The pricing and payment terms of the PRCs and ESCs will be separately determined between SBC and the Retailer based on market conditions.
• 7.5 Payments to the Retailer are, as agreed by the Parties, made by cash or by way of Credit Notes which can be used by the Retailer towards the purchase of products supplied by One Stop Warehouse Pty Ltd (ACN 161 849 323), a related body corporate of SBC.
• 7.6 Where a Retailer has chosen to receive a Credit Note and later changes its minds, agreement to any refund will be solely determined by SBC in its sole discretion, subject to SBC’s 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 SBC’s refund policy.
• 7.7 The Scheme Administrator may perform an audit of any Implementation Data attached to a PRC or ESC and decide to reverse the registration of the relevant PRC or ESC.
• 7.8 If the registration of a PRC or ESC is reversed by the Scheme Administrator or a certificate is otherwise unable to be claimed for, and SBC identifies a Retailer or an Approved Installer as having performed the relevant implementation of Eligible Equipment, the Retailer must reimburse SBC of all amounts it has received from SBC in relation to the implementation (Reimbursement Amount) and SBC shall be indemnified by Retailer of any Claim, loss, damage or liability arising therefrom.
• 7.9 SBC 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) SBC may cancel any issued Credit Notes; or
• (b) if the Credit Note has already been used, SBC may issue an invoice to the Retailer for the Reimbursement Amount which will be payable within 7 days from the date of the invoice.
• 7.10 If the Retailer does not pay any invoices received from SBC under clauses 7.1, 7.5 and 7.6(b) within 14 days, SBC will charge the Retailer the Default Interest Rate for every day the amount remains outstanding.

8. Dispute Resolution

• 8.1 A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).
• 8.2 Following the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute within 14 days.
• 8.3 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 Brisbane, Queensland, 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.
• 8.4 Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
• 8.5 In the event that a Dispute arises, SBC may withhold payment that are the subject of the Dispute, until the Dispute has been resolved.

9. Implementation Data

• 9.1 SBC has absolute power under these Terms to request the Retailer to clarify, change, or reupload the Implementation Data provided by the Retailer. If the Retailer fails to comply with a request under this clause, SBC shall be indemnified of any Claim, loss, damage or liability arising from the Retailer’s failure to clarify, change, or reupload the Implementation Data as requested.
• 9.2 The Retailer must, and must procure that any Approved Installer will, retain Implementation Data in relation to an implementation of any Eligible Equipment for at least 7 years from the Implementation Date.
• 9.3 The Retailer grants SBC a non-exclusive, royalty-free, personal, revocable, non-sublicensable and non-transferable licence to use, adapt, collate, and share with the Scheme Administrator the Implementation Data shared with SBC in relation to an implementation of Eligible Equipment.
• 9.4 The Retailer warrants that it and each of its Personnel that are granted access to the GreenDeal Platform 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.
• 9.5 The Retailer will notify SBC immediately if it becomes aware that any person has received or gained unauthorised access to Retailer’s account on the GreenDeal Platform.

10. Indemnities

• 10.1 The Retailer indemnifies SBC 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;
• (b) any error, incomplete, inaccurate, omission or misrepresentation of Implementation Data provided under these Terms;
• (c) a third-party Claim against SBC relating to revocation of a PRCs and/or ESCs;
• (d) a third-party Claim against SBC in relation to unauthorised access to the GreenDeal Platform by a person or entity using the Retailer’s or an Approved Installer’s credentials;
• (e) a third-party Claim against SBC in relation to the Retailer’s or an Approved Installer’s provision of services and goods;
• (f) a third-party Claim against SBC 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.

11. Limitation of Liability

11.1 To the extent permitted by law, the total liability for SBC arising under or in connection with these Terms will be limited to the aggregate of the total amount payable in the previous 12-month period preceding the claim.

The limitation of liability in clause 11 will not limit or exclude the liability of either party for any claim arising from:

• (i) death or personal injury or damage to property resulting from negligence; or
• (ii) fraud or fraudulent misrepresentation;
• (iii) the indemnities contained in clause 10; or
• (iv) the deliberate default or wilful misconduct of that party, its Personnel, agents or contractors.

12. Confidentiality

12.1 Each party agrees to, and will ensure each of its officers, employees, agents, and contractors:

• (a) hold in strict confidence all Confidential Information of the other party;
• (b) use the Confidential Information solely to perform its obligations or to exercise its rights under these Terms or a Proposal; and
• (c) do not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party, unless required for the performance of that party's obligations under these Terms or a Proposal; and
• (d) use its best endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised access, use, disclosure or copying by third parties.

12.2 The obligations in clause 12.1 do not apply:

• (a) to the extent necessary to enable disclosure required by law;
• (b) to any disclosure agreed in writing between the parties; or
• (c) on a need-to-know basis to its Personnel, officers and professional advisers; or
• (d) where the Confidential Information has entered the public domain other than as a result of a breach by the Client of these Terms.

12.3 Where disclosure is agreed between the parties under clause 12.2(b), the disclosing party will ensure the Confidential Information is kept confidential by the party to whom it has been shared.

13. Termination of Trading

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

13.2 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.

13.3 Even after termination of these Terms:

• (a) SBC 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 GreenDeal Platform.

14. 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.

15. 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.

16. Severance

16.1 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.

16.2 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.

17. Waiver and Variation

17.1 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.

18. 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.

19.Force Majeure

SBC 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.

20. 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.

21. Entire Agreement

These Terms, together with all other terms and policies agreed by the Retailer, 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.

22. GST Declaration

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

• (a) I authorise SBC 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 SBC if I cease to be registered for GST.

22.2 SBC confirms that it is registered for GST and that it will notify the Retailer if it ceases to be registered for GST.

23. Definitions

Capitalised terms have the meanings given to them below:

• (a) Accreditation Notice means a written notice issued to an ACP by the Scheme Administrator that outlines the conditions imposed on the ACP's accreditation.
• (b) 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.
• (c) 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.
• (d) Approved Batteries List means the list of products that are considered approved by the Scheme Administrator.
• (e) Approved Installer means any installer who is appointed by the Retailer to install Energy Saving Equipment and, for BESS1 Implementations, is also on the approved installer list specified by the Scheme Administrator.
• (f) Banned Batteries has the meaning of the term in clause 3.3(h).
• (g) 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.
• (h) Battery Energy Storage System (or BESS) means one or more batteries, and other related equipment, which are installed on the same day behind a single National Metering Identifier and which, collectively, constitute a system.
• (i) BESS1 Implementation means the installation of a new behind the meter solar photovoltaic BESS where there is no existing BESS installed at the same National Metering Identifier.
• (j) BESS2 Implementation means an existing behind the meter solar photovoltaic BESS that is signed up to a Demand Response Contract.
• (k) Claim means any claim, action, proceeding or demand, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
• (l) Commencement Date means the date SBC starts creating PRCs and/or ESCs as an ACP.
• (m) 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 this document.
• (n) Credit Note means an issue of credits to the Retailer in lieu of payment in accordance with clause 7.
• (o) 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.
• (p) Default Interest Rate means 4% above the RBA Cash Rate.
• (q) 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.
• (r) 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 BESS2 Implementation for three years.
• (s) 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.
• (t) Eligible Equipment has the meaning under clause 2.1.
• (u) Energy Saving Equipment means equipment that represent Recognised Energy Savings Activities under the ESS.
• (v) Energy Savings Scheme or ESS means the Energy Savings Scheme Rule of 2009 established under the Electricity Supply Act 1995 (NSW).
• (w) 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.
• (x) 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.
• (y) GreenDeal Platform means the GreenDeal online website https://www.greendeal.com.au/ and “GreenDeal Solar” application through which SBC collects Implementation Data from Retailers and Approved Installers for the creation of PRCs and ESCs.
• (z) Implementation Data means any data required by the GreenDeal Platform and by the Applicable Laws, or as requested by SBC or the Scheme Administrator for the creation of ESCs and PRCs.
• (aa) Implementation Date means:
• (i) for a BESS1 Implementation, the date a new Battery Energy Storage System is installed; or
• (ii) for a BESS2 Implementation, the date an existing Battery Energy Storage System is signed up to a Demand Response Contract.
• (ab) 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
• (ac) Market Participant has the same meaning as the term in clause 2.4 of the National Electricity Rules.
• (ad) Minimum Co-Payment means the net amount of money the Customer is required to pay under the PDRS or ESS towards the cost of each battery in a BESS1 Implementation or for Energy Saving Equipment, before the ACP can register a PRC and/or ESC.
• (ae) National Metering Identifier is the connection point defined in the National Electricity Rules created by AEMC.
• (af) Network Service Provider has the same meaning as the term in clause 2.5 of the National Electricity Rules.
• (ag) Nomination Form means a nomination form, in the form and manner provided by SBC 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.
• (ah) Personnel means, in respect of a party, any of its employees, consultants, subcontractors, agents, designers, and tradespeople.
• (ai) Peak Demand Reduction Scheme or PDRS has the meaning given in clause 2.4 and refers to the latest Peak Demand Reduction Scheme Rule of 2022 published in the NSW Gazette.
• (aj) 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.
• (ak) RBA Cash Rate means on any day, the rate most recently published by the Reserve Bank of Australia as its cash rate target.
• (al) 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.
• (am) Recognised Energy Savings Activity means activities that are eligible under the ESS for the creation of ESCs.
• (an) 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').
• (ao) Residential Building has the same meaning as the term in section 10.1 of the PDRS.
• (ap) Site means the location of an implementation, as defined by:
• (i) an address; or
• (ii) a unique identifier, as specified for the relevant Implementation that identifies the equipment installed.
• (aq) Scheme Administrator means the Independent Pricing and Regulatory Tribunal in NSW.
• (ar) Small Business Site has the same meaning as the term in section 10.1 of the PDRS.
• (as) Usable Battery Capacity in respect of a Battery Energy Storage System, means:
• (i) for a Battery Energy Storage System with only one battery, 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, the sum of the usable battery capacity for each battery, as recorded on the approved product list specified by the Scheme Administrator.
• (at) Warranty Requirements means the warranty requirements that apply under clause 5 to the batteries in a BESS1 Implementation or BESS2 Implementation, as the context suggests.

Annexure A PDRS Compliance Requirements