Terms and Conditions

1. Definitions

Capitalised terms have the meanings given to below:

Assignment Agreement means an agreement between OSWF and a Seller, in which the Seller assigns its rights to create STC’s to OSWF;

CER means The Clean Energy Regulator;

Contract means this contract for spot purchase / sale of environmental products;

Contract Details means the list specifying the fundamental terms of the Contract;

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

Credit Notes means an issue of credits to the Seller in lieu of payment in accordance with clause 4.2;

Default Interest Rate means the rate of interest listed in the Contract Details;

Execution Date means the date both parties signed the contract.

Green Deal website means OSWF’s trading website at https://www.greendeal.com.au/;

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), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this contract or otherwise;

Live Commercial STC means unregistered commercial STCs for commercial solar installation. The installation building should be used for commercial purpose and a valid ABN number should be provided;

Live Residential STC means unregistered residential STCs;

OSWF means One Stop Warehouse Finance Pty Ltd;

Parties means both OSWF and Perth Solar Force while Party means one or the other depending on the context;

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;

Quantity means the amounts listed on the Contract Details;

REC Registry is an online system. CER uses REC Registry to generate, manage and audit STCs. Any approved STCs will be recorded as registered STCs and recorded in the REC Registry system;

Registered STC are STCs that are registered in the REC Registry before they have been traded or surrendered. All details and histories would have been recorded in the REC Registry system. Only approved STCs by the REC Registry can be sold in the registered STC market. This is different from live STC trade (unregistered STCs);

Seller means trading retailers listed on the Contract Details;

Spot Purchase means purchases of STCs that are not included in the Quantity;

STCs means small-scale technology certificates;

System means equipment which can be installed or removed to enable the creation of STC’s;

System Owner means, in respect of a specific System, the person entitled to create the STC’s associated with the System;

Term means the timeframe listed in the Contract Details;

Terms and Conditions means the provisions contained in this Contract;

Termination Date means the day the Contract ends; and

Unit Price means the agreed price listed in the Contract Details.

2. Seller’s Obligations

2.1 During the course of this contract, Seller must:

  • (a) ensure that its Personnel, comply with the terms and conditions listed in this contract;
  • (b) comply with all applicable laws; and
  • (c) submit Assignment Agreements to OSWF promptly and at least 1 month prior to any relevant regulatory deadline.

3. Price

3.1 The Seller acknowledges and agrees that by making the submission, it accepts the price and terms offered by OSWF. The Quantity, Term and Unit Price cannot be altered.

3.2 From time to time, OSWF may offer a fixed rate quote for spot purchases of STCs. This may or may not be for a fixed quantity of STCs. The price may be subject to change based on market conditions. The Seller may seek a Contract Lock-in Price which may be accepted or denied by OSWF.

3.3 If OSWF accepts a Contract Lock-in Price, then by no later than the Settlement Date, Seller must submit sufficient Assignment Agreements to generate the volume of STC’s specified in the Contract Lock-In Price.

3.4 If Seller submits an Assignment Agreement that will generate STC’s in excess of the agreed quantity, the Buyer will offer a price stated on the Green Deal Website for the excess STCs which are not subject to the Terms and Conditions of the Contract.

4. Payment

4.1 There are no processing fees or upfront fees for trading STCs with OSWF.

4.2 Payments to Sellers are, as agreed by the Parties, made by cash or by way of Credit Notes which can be used by Sellers towards the purchase of OSW products.

4.3 In the event the CER rejects STCs as a result of an error on the part of the Seller, or if any information submitted by the Seller to the Buyer has been misrepresented resulting in CER’s rejection of any STCs:

  • (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 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 7 days from the date of the invoice.

4.4 Where a Seller has chosen to receive a Credit Note and later changes its mind and requests a cash amount equal to the value of the Credit Note, any refund will be solely subject to OSW’s then current cash refund policy which it may determine in its sole discretion.

4.5 Cash payments and/or Credit Notes will be made after the CER has completed its audit and has approved the applicable STCs.

4.6 The Buyer warrants that they will submit all Assignment Agreements for auditing and approval in a reasonably timely manner, being no later 7 days after receiving the Assignment Agreement from the Seller.

4.7 For all size jobs (less than 100kw), the time for the Buyer to make a cash payment and/or issue Credit Notes to the Seller will depend on the CER completing its audit and granting their approval of the applicable STCs.

4.8 Payments and Credit Notes will only be made with accurate and correctly rendered invoices and/or trade invoices (where applicable) provided by the Seller.

4.9 Once the payment is issued, a remittance confirmation shall be issued to the Seller.

4.10 In the event the Seller fails to submit the Quantity of STC\'s within the Term 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 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 is supplied, (Unit Price multiplied by the number of shortfall STC\'s) plus 10% GST.

4.11 GST applies only to STC assignments for commercial solar installations, however GST can 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.

4.12 If the Seller does not pay any outstanding amounts to the Buyer within 14 days of the request for payment, the Buyer may charge the Seller the Default Interest Rate.

5. Disputed Amounts

5.1 Excluding a dispute concerning the Seller’s failure to provide all required documentation in relation to an installation:

  • (a) the Buyer agrees to resolve any dispute with the Seller in good faith without withholding payments owed to the Seller; and
  • (b) the Seller agrees to resolve the dispute in good faith and agrees to return any amounts paid or the Credit Notes to which the dispute relates that the Parties agree is fair to refund or return.

6. Rejected / Failed STC Assignments

6.1 If CER does not approve an STC because of an error attributable to the Seller, the Buyer may request the Seller to provide additional information to assist with the re-submission of an Assignment Agreement.

6.2 If an STC is incapable of being converted into money within 14 days of submission to the CER because of an error attributable to the Seller, sub-clause 4.3 applies.

6.3 If the CER does not approve an STC because of an error of the Seller or if the CER audits the Buyer because of an error of the Seller, the Seller must promptly provide assistance and documentation when requested by the Buyer in order to resubmit the STC.

6.4 If the CER seeks the surrender of any STCs that the Buyer has created after relying on information provided to the Buyer from the Seller, for an error attributable to the Seller, then, on written notice by the Buyer the cost of STCs must be re-paid to the Buyer within 7 days of the date of the Buyer’s invoice. The rate is to be determined by the Buyer only at the time surrender is required, taking into account market fluctuations.

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.

7.2 Such regulators and third party may:

  • (a) make requests of and issue directions to OSWF; and or
  • (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 Seller’s errors or errors of its personnel, or misrepresentation of information in its submission to the Buyer, Seller must:

  • (a) provide any assistance that OSWF may require 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 its, losses, damages, costs and expenses (both direct and indirect) associated with responding to and complying with such requests and directions, including any consulting, legal, tax, accounting and engineering costs and expenses.

8. Liability

8.1 Despite anything to the contrary, to the maximum extent permitted by law, the Buyer’s liability is limited to contractual damage.

8.2 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer Seller with rights, warranties, guarantees and remedies relating to the provision of the OSWF’s services by to Seller which cannot be excluded, restricted or modified (Statutory Rights).

8.3 The Buyer’s services come with guarantees that cannot be excluded under Australian Consumer Law (ACL). For major failures, as defined by the ACL, with our services the Seller is entitled to terminate this Contract and to seek remedies.

8.4 If the ACL applies to Seller as a consumer, nothing in this contract excludes Seller’s Statutory Rights as a consumer under the ACL. Seller agrees that OSWF’s Liability for the services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this contract.

8.5 This clause 8 will survive the termination or expiry of this Agreement.

9. Indemnity

The Seller indemnifies the Buyer on demand against all losses, damages, expenses, costs, claims or demands attributable to the Seller’s error, erroneous omission or breach of this Contract.

10. Dispute Resolution

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

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

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

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

11. Confidentiality

11.1 Neither party may disclose information, which by its nature is, or is marked as, confidential, relating to or shared under this contract 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; or
  • (d) as required by an applicable law after first consulting (to the extent lawful and reasonably practical) with the other Party about the form and content of the disclosure.

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

12. Termination

12.1 This Contract will terminate immediately on receipt of written notice by:

  • (a) the Buyer if the Seller breaches the Contract and does not remedy the breach within 14 days of being notified by the Buyer of the breach; and
  • (b) the Seller if the Buyer breaches the Contract and does not remedy the breach within 14 days of being notified by the Seller of the breach.

12.2 Upon termination of this Agreement, then:

  • (a) any Assignment Agreements that were received by OSWF prior to termination will be continued to be governed by this contract; and
  • (b) Seller will assist OSWF and respond promptly to OSWF’s reasonable requests for additional information or other support that may be required in relation to such Assignment Agreements and the creation of related STC’s.

13. Governing Law and Jurisdiction

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

14. Assignment and Novation

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

15. Severance

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

16. Waiver and Variation

16.1 A provision or a right created under this contract may not be:

  • (a) waived except in writing by the party granting the waiver; or
  • (b) varied except in writing signed by the parties;

17. Further assurance

Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this contract and their obligations under it.

18. Force Majeure

OSWF will not be liable for any delay or failure to perform our obligations under this contract if such delay is due to any circumstance beyond its reasonable control.

19. Notices

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

20. Online execution

This contract may be executed by means of such third-party online document execution service as OSWF nominates subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

21. Entire Agreement

This contract contains 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. Declaration

If I have indicated that I am registered for GST, I authorise One Stop Warehouse Finance Pty Ltd to generate a recipient created tax invoice on my behalf. By agreeing to this declaration:

22.1 I authorise One Stop Warehouse Finance Pty Ltd to issue RCTIs in respect of the supplies provided under the STCs;

22.2 I will not issue tax invoices in respect of such supplies;

22.3 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; and

One Stop Warehouse Finance Pty Ltd confirms that it is registered for GST as at the date of this declaration and that it will notify you if it ceases to be registered for GST.