GreenDeal

1. Background

(a) These Terms of Use (Terms) is a legal agreement between you (User, you or your) and One Stop Warehouse Finance Pty Ltd ACN 609 758 143 (OSW, us or we) for:

(i) the GreenDeal installer services available on the Website (Portal); and
(ii) the application known as 'GreenDeal Installer App' which is operated by us (App), together, the Platforms.

(b) These Terms also applies to all Upgrades we make to the Platforms from time to time.
(c) If you are intending to assign your rights in a small-scale technology certificate to One Stop Warehouse Finance Pty Ltd pursuant to our STC trading platform or services, you acknowledge and agree that these Terms are intended to be read in conjunction with the STC Trading Terms and Conditions, located https://www.greendeal.com.au/stccashtradedeclaration and any other terms and conditions you have accepted as part of those terms, as amended from time to time.
(d) If there is any inconsistency between these Terms, the STC Trading Terms and Conditions or any other terms and conditions accepted, the STC Trading Terms and Conditions will prevail to the extent of the inconsistency.

2. Users

2.1 Types of Users

(a) The way in which you use the Platforms will depend on whether:

(i) you are an installer engaged by a Seller to install certain equipment at an agreed location with the Seller's end customer and/or have registered as an installer via the Platforms (Installer);
(ii) you are a designer engaged by a Seller to design the installation of certain equipment at an agreed location with the Seller's end customer and/or have registered as a designer via the Platforms (Designer); or
(iii) you are an electrician engaged by a Seller or an Installer to install or otherwise certify the installation of certain equipment at an agreed location with the Seller's end customer and/or have registered as an electrician via the Platforms (Electrician)

(b) For the purpose of these Terms, Installers, Designers and Electricians will together be referred to as Users.

2.2 Installation Information

Without limiting any other obligations in these Terms, each User:
(a) must provide the Installation Information relevant to that User as set out in the Platforms as soon as possible after each relevant installation is completed;
(b) must provide additional information in connection with the Installation Information upon reasonable request by OSW at any time:
(c) warrant that, by providing your signature in the Platforms or otherwise providing any certification in the Platforms:

(i) you hold all licences, certifications, approvals, authorisations and other permits applicable in connection with the Installation Information;
(ii) all Installation Information and any other declarations provided by you through or in connection with the Platforms are true, accurate, complete and up-to-date in all respects; and
(iii) you hold all necessary and lawful consents and other authorisations to enable lawful transfer of the Installation Information to OSW through the Platforms for the duration and purposes of these Terms so that OSW may lawfully use, process and transfer such Installation Information.

3. Term

These Terms will begin on the date that you accept these Terms or otherwise commence using the Platforms and until:
(a) you cease to use the Platforms; or
(b) these Terms are terminated by either party under clause 10,
(Term).

4. Grant of licence

4.1 Licence

In consideration of complying with the terms of these Terms, OSW grants you a royalty-free, revocable, non-exclusive, non-sublicensable, non-transferable licence to use the Platforms for the Term.

4.2 Your obligations

You must:
(a) only use the Platforms for the purpose it has been developed for;
(b) promptly report any errors, defects or malfunctions with the Platforms to us;
(c) keep all account information up to date, and use reasonable means to protect your account information, passwords, and other login credentials, and promptly notify OSW of any known or suspected unauthorised use of or access to your account; and
(d) comply with:

(i) these Terms;
(ii) all applicable laws, regulations, rules, and codes; and
(iii) any reasonable directions issued by us from time to time in relation to your use of the Platforms.

4.3 Upgrades, updates etc

(a) We will provide you with reasonable notice of any Upgrades to the Platforms where such Upgrade would materially affect your use of the Platforms.
(b) You acknowledge and agree that older versions of Platforms may become inoperable and OSW is not obligated to support older versions of the Platforms.

4.4 Interoperability

OSW may in its discretion provide you with reasonable information necessary to achieve interoperability between the Platforms and another independently created program. Any such information provided by OSW will be considered OSW’s Confidential Information for the purposes of these Terms.

4.5 Support Services

OSW will provide standard support services in relation to the Platforms from time to time.

5. Additional conditions of use

5.1 Prohibitions on use of Platforms

Except as expressly set out in these Terms or as permitted by law, you must not:
(a) transfer, sell, sublicense, monetise or make the Platforms available to any third party;
(b) copy, rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to or in the Platforms;
(c) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from the Platforms;
(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Platforms;
(e) use any OSW Content other than as part of your permitted use of the Platforms;
(f) interfere with other Users' access to, or use of, the Platforms, or with the security of the Platforms;
(g) facilitate the attack or disruption of the Platforms, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots);
(h) undertake or cause an unusual spike or increase in your use of the Platforms that negatively impacts the Platform's operation; or
(i) submit any information or data to the Platforms that is not contemplated in these Terms.

5.2 OSW's rights

OSW may:
(a) Upgrade the Platforms at any time; and
(b) perform scheduled maintenance of the Platforms and the related infrastructure used to provide the Platforms. Where reasonably practicable, we will provide you with advance notice of such maintenance. You acknowledge that, from time to time, OSW may need to perform maintenance without providing you with advance notice, during which time OSW may temporarily suspend your access to, and use of, the Platforms; and/or
(c) stop providing the Platforms, including component functionality by providing reasonable prior written notice on its Website (Discontinued Platforms).

5.3 Acknowledgements

You acknowledge and agree:
(a) if you use the Platforms together with any third party products, then such use is solely at your own risk;
(b) you are responsible for complying with any third party provider terms, including its privacy policy;
(c) OSW does not provide any support or guarantee ongoing integration support for any hardware or software that is not the Platforms;
(d) open-source software not owned by OSW but used in connection with the Platforms is subject to separate license terms. OSW will endeavour to ensure that open-source software licences will not materially affect your ability to exercise your rights under these Terms; and
(e) the Platforms have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platforms as described in these Terms meet your requirements.

6. Confidential information

(a) You agree to hold in confidence, and use no less than reasonable care to avoid disclosure of, any Confidential Information of OSW to any third party, except for your employees, affiliates, and contractors who have a need to know such Confidential Information (Permitted Recipients).
(b) You:

(i) must ensure that your Permitted Recipients are subject to written confidentiality obligations no less restrictive than your obligations under these Terms; and
(ii) are responsible for any breach of this clause 6 by your Permitted Recipients.

(c) The obligations in clause 6(a) do not apply:

(i) to the extent necessary to enable disclosure required by law;
(ii) to any disclosure agreed in writing by OSW;
(iii) where the Confidential Information has entered the public domain other than as a result of a breach of this document or other obligation of confidence; or
(iv) that is already known by, or rightfully received, or independently developed, by you of that Confidential Information free of any obligation of confidence.

(d) Upon the reasonable request of OSW and otherwise on termination or expiry of these Terms, you must either return, delete or destroy (at the option of the other party) all Confidential Information of OSW.

7. Intellectual Property Rights

You agree that:
(a) all Intellectual Property Rights in and to the original created components of the Platforms (including but not limited to in any images, photographs, animations, video, text, design, know-how and proprietary information incorporated into the Platforms), and any copies of the Platforms are owned by OSW;
(b) you have no Intellectual Property Rights in or to the Platforms other than the right granted to use the Platforms in accordance with the terms of these Terms; and
(c) all title and Intellectual Property Rights in and to additional third party libraries and content accessed through use of the Platforms is the property of the respective content owner and these Terms grants you no rights to use such content; and
(d) you grant us a non-exclusive, royalty-free, worldwide, transferable, and sublicensable licence to use:

(i) the Installation Information; and
(ii) any other information or material uploaded into the Platforms by you,

for any purpose in connection with the ordinary course of our business.

8.Your Indemnity

You agree to defend, indemnify, and keep indemnified OSW and our Personnel from and against any claims, losses or damages including, without limitation, reasonable legal and accounting fees, arising from or in connection with:
(a) your breach of these Terms; and/or
(b) your uploading of information (including the Installation Data) to, access to, or use or misuse of the Platforms; and
(c) your breach of any third party terms or Intellectual Property Rights.

9.Privacy

(a) Both parties must comply with all applicable requirements of the Data Protection Legislation.
(b) Without prejudice to the generality of clause 9(a), you will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of any personal information to OSW and its subcontractors for the duration and purposes of this document so that OSW and its subcontractors may lawfully use, process and transfer the personal information in accordance with this document on your behalf and, if applicable, all consents and notices necessary to send and distribute communications relating to using the Platforms.
(c) OSW may use any personal information disclosed to us in, through or in connection with the Platforms in accordance with our Privacy Policy located on our Website.
(d) OSW shall notify you immediately if it becomes aware of any security incident affecting its network and information systems that could potentially affect you and shall respond without delay to all queries and requests for information from you about any security incident, whether discovered by OSW or you.

10.Termination and suspension

(a) Either party may terminate these Terms at any time without cause by giving the other party written notice.
(b) A party may terminate these Terms immediately on written notice to the other party if the other party:

(i) materially breaches these Terms and does not remedy that breach within 7 days after receipt of written notice of the breach from the party; or
(ii) suffers an Insolvency Event.

(c) Without limiting its rights under clause 10(a), OSW may immediately terminate, or suspend your receipt of the Platforms under, these Terms if you materially breach clause 4.2, clause 5.1, clause 6, clause 7 or clause 9 of these Terms.
(d) Upon termination of the Terms:

(i) you must stop using the Platforms and the licence granted by OSW under clause 4.1 will immediately cease;
(ii) where OSW terminates the Terms for your material breach, you must immediately pay OSW the balance of all outstanding fees until the end of the then current Term;
(iii) each party must comply with their obligations under clause 6(d); and
(iv) without limiting your obligations under clause 6(d), you must destroy any copies of the App and our Confidential Information within your control.

(e) Clauses 2.2, 6 to 8 and 10 to 14 will survive the expiration or earlier termination of these Terms.

11.Limitation of liability

11.1 Exclusions

To the extent permitted by law:
(a) and without limiting the rights you may have under the Australian Consumer Law, OSW expressly disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy or non-infringement;
(b) OSW will have no liability for any damage caused by errors or omissions in any information or instructions you provide to OSW in connection with the Platforms;
(c) OSW will not liable to you for any loss, destruction or other damage caused by you failing to back up the Installation Data;
(d) OSW does not warrant, guarantee or represent that the use of the Platforms will be uninterrupted or error free; and
(e) OSW will have no liability where your ability to use the Platforms, or the Platform's operation or availability, is affected due to third party utilities, systems, or services used for accessing the Platform (including due to failure or delays in relation to public telephone services, computer networks or the internet, or due to third-party platform services that support the delivery of the Platform) being unavailable from time to time.

11.2 Maximum liability

To the extent permitted by law, the total liability of OSW arising under or in connection with these Terms is limited in the aggregate to AUD$1,000.

11.3 Consequential loss

To the maximum extent permitted by law, in no event shall OSW be liable for any Consequential Loss arising out of or in connection with these Terms.

11.4 Mitigation

Each party must mitigate any loss they suffer as a result of the breach by the other party to this document or any warranty or indemnity provided under this document.

11.5 Australian Consumer Law

To the extent that any rights cannot be excluded (including under the Australian Consumer Law) then OSW’s liability will be limited to, at its election:
(a) repair or replacement of the Platforms; or
(b) a refund of the fees paid by you for the non-conforming Platforms.

12.Force Majeure Events

12.1 Notice of Force Majeure

A party will not be liable for any delay or failure to perform any of its obligations under a purchase order if as soon as possible after the beginning of the Force Majeure Event affecting the ability of the party to perform any of its obligations under this document, it gives a notice to the other party that:
(a) specifies the obligations the party cannot perform and fully describes the Force Majeure Event;
(b) estimates the time during which the Force Majeure Event will continue; and
(c) specifies the measures proposed to be adopted to mitigate, remedy or abate the Force Majeure Event.

12.2 Obligation to remedy and mitigate

The party that is prevented from carrying out its obligations under a purchase order as a result of Force Majeure Event must remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

13.General

13.1 Assignment

(a) You must not assign, novate, subcontract, or resell, in whole or in part, any of your rights or obligations under these Terms without OSW's prior written consent.
(b) OSW may assign, novate, or otherwise transfer, in whole or in part, any of its rights and obligations under these Terms without your prior written consent. You must execute all documents reasonably required to give effect to this clause.
(c) OSW may subcontract, in whole or in part, any of its rights and obligations under these Terms without your prior written consent.

13.2 Amendments

You acknowledge and agree:
(a) where OSW’s variation to these Terms would affect you in a materially adverse way, OSW may vary these Terms by notifying you at least 14 days prior to the variation coming into effect;
(b) if you do not agree to a variation under clause 13.2(a), you may terminate these Terms without penalty by providing OSW with written notice prior to the date that the variation will take effect;
(c) where OSW’s variation to these Terms would not affect you in a materially adverse way, OSW may vary these Terms by providing you with 14 days’ notice of the variation.

13.3 Compliance with laws

Each party will comply with all laws and regulations applicable to their obligations under these Terms. OSW may restrict the availability of the Platforms in any particular location or modify or discontinue features to comply with applicable laws.

13.4 Governing law

These Terms, and any disputes arising from it, will be governed exclusively by the law of Queensland, Australia and the courts having jurisdiction in Queensland.

13.5 Notice

Any notice delivered by OSW to You under these Terms will be delivered via email, to the address set out in the Purchase Order.

13.6 No waiver

If we do not insist immediately that you fulfil an obligation under these Terms, or if we delay in taking steps against you regarding your breach of these Terms, these actions will not mean you do not have to fulfil your obligations and it will not constitute a waiver of our rights under these Terms.

13.7 Severability

If any portion of these Terms is not enforceable, it will not affect any other terms and the unenforceable term will be severed to the extent it is possible to do so, while the remainder of the term is given effect.

13.8 Entire Agreement

These Terms constitutes the entire statement of the agreement between the parties with respect to the subject matter, and merges and supersedes all other or prior communications, understandings, purchase orders, arrangements and agreements (whether written or oral). The parties acknowledge that they may enter into other agreements (including incidental to these Terms) for the supply of goods or services.

13.9 Translations

OSW may provide local language translations of these Terms in some locations. You agree that those translations are provided for informational purposes and if there is any inconsistency, the English version of these Terms will prevail.

14.Definitions

In these Terms:

Australian Consumer Law means Schedule 2, Competition and Consumer Act 2010 (Cth).

Confidential Information means any information relating to the business and affairs of a party, its clients, employees, sub-suppliers or other persons doing business with a party, these Terms including without limitation with respect to the Platforms, the Intellectual Property Rights of a party or which is by its nature confidential or designated as confidential by a party or which the other party knows or ought to know is confidential, and includes all trade secrets, knowhow, marketing, financial and customer information, forecasts, and strategies and any other commercially valuable information of a party.

Consequential Loss means any consequential, indirect, incidental or special 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.

Data Protection Legislation means:

(a) the Privacy Act 1988 (Cth) (Privacy Act) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
(b) the Australian Privacy Principles (or APPs) contained in schedule 1 of the Privacy Act; and
(c) all other laws, regulations, registered privacy codes, privacy policies and contractual terms applicable in the jurisdiction where the Platforms are being provided that relate to the processing of personal information.

Documentation means the technical specifications and usage materials provided by OSW to you that specifies the functionalities and capabilities of the applicable Platform.

Force Majeure Event means a matter beyond the reasonable control of a party and includes without limitation an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, 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, but cannot apply with respect to the payment of money due under this document.

Insolvency Event means any of the following events concerning a party:

(a) 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;
(b) if the party is unable to pay its debts when they become due and payable;
(c) if the party ceases to carry on business; or
(d) 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.

Installation Data means:

(a) the Installation Information;
(b) any other data owned or supplied by you to which OSW is provided access to in connection with the Platforms (including without limitation the Installation Information), which may include personal information; or
(c) data generated, compiled, arranged or developed by either you or OSW in connection with the Platforms that relates to you or your use of the Platforms.

Installation Information means all information:

(a) provided to us through or in connection with the Platforms in relation to the installation of the equipment at the agreed location of the Seller's customer; and
(b) otherwise required by us to obtain ownership of or the benefit of small-scale technology certificates.

Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems, and domain names.

OSW Content means any content or data:

(a) provided by OSW to you as part of your use of the Platforms; and
(b) that the Platforms generate or derive in connection with your use of the Platforms.

For the avoidance of doubt, OSW Content includes geographic and domain information, rules, signatures, threat intelligence and data feeds and OSW's compilation of suspicious URLs.

Personnel means a party's directors, officers, employees, agents and contractors, as the context permits.

Platforms means the Portal and App as governed by this document.

Privacy Policy means the privacy policy available on the Website, as amended from time to time.

Portal means the online portal available on the Website, as governed by this document.

Term has the meaning given to that term in clause 3.

Third Party Agreement means the end user terms issued by a relevant third party supplier to you in advance of using any Third Party App or otherwise contained (including by reference) in the relevant purchase order.

Third Party App means any App program or application owned by a third party where OSW facilitates the supply to you, but which is to be licensed to you directly by the relevant third party supplier.

Upgrades means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the App or Portal.

Website means the OSW website located at https://www.greendeal.com.au/ , as amended from time to time.

Terms and Conditions