GreenDeal

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.

Trading Terms and Conditions