Capitalised terms have the meanings given to below:
Assignment Agreement means an agreement between OSWF and a System Owner, in which the System Owner assigns its rights to create STC’s to OSWF;
CER means The Clean Energy Regulator;
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;
Contract Lock-in Price means both parties (OSWF & Seller) agree on a fixed price for STC’s;
Green Deal website means OSWF’s trading website available 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;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;
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;
Settlement Date means the last day of contract ends;
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.
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.
3.1 The Seller acknowledges and agrees that by making the submission, it accepts the price and terms offered by OSWF. The quantity, transfer date and agreed 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 expected volume specified in the Contract Lock-in Price documentation, the amount paid for the additional STC’s will be the offer price stated on the Green Deal Website at the time the Assignment Agreement is accepted by OSWF.
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 (Credit Note).
4.3 In the event STC’s are rejected by the CER:
(a) OSW may cancel issued unused Credit Notes; or
(b) if Credit Notes have already been used to purchase OSW stock, OSW may issue an invoice to the Seller for the amount of the used Credit Notes which must be paid by Seller to OSW within 7 days of the date of the invoice; or
(c) if STC’s have been paid out in cash, the Seller must repay OSWF back in cash the amount of cash paid out to the Seller within 7 days of 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 Payments and Credit Note issuances shall be made after the STC (including live STCs & Registered STCs) assignments are once passes CER audit within 1-2 business days.
4.6 For all size jobs (less than 100kw), cash payment time depends on CER processing time and will be paid once passes CER audit.
4.7 Payments and Credit Notes will only be made with accurate and correctly rendered invoices and/or trade invoices (where applicable) provided by the Seller.
4.8 Once the payment is issued, a remittance confirmation shall be issued to the Seller.
4.9 For any reason if the Seller decides to terminate this contract earlier than the Settlement Date, an early termination fee will apply and an invoice will be issued by OSWF to the Seller to pay for the shortfall which must be paid by Seller to OSWF within 7 days of the date of the invoice. The early termination sum shall be calculated as:
STC volume * Contract unit price + 10% GST
4.10 In the event the Seller fails to submit the entire quantity of STC’s committed in the contract within the agreed period, a fee shall apply and an invoice shall be issued by OSWF to the Seller to pay for the shortfall which must be paid by Seller to OSWF within 7 days of the date of the invoice, calculated as:
STC volume * Contract unit price + 10% GST
4.11 GST: 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 due by Seller to OSWF / OSW within 14 days of the request for payment, OSWF / OSW may charge interest at % per annum. If OSWF / OSW holds any monies, STC’s or other property, rights or interests on behalf of the Seller or is obliged to make payments to OSWF / OSW, then OSWF / OSW is entitled to utilize, apply or keep these items to satisfy any outstanding amounts due under this contract. This right is additional to the rights created elsewhere in this contract.
5. Disputed Amounts
5.1 In the event there is a dispute relating to the STC’s, OSWF may withhold the proportion of payment of sums due to the Seller that it disputes in good faith until the dispute has been resolved.
5.2 In the event that OSWF believes on reasonable grounds that the Seller has a contingent liability to OSWF, it may withhold the proportion of payment of sums due to the Seller that would meet that contingent liability. Such sum may be applied in satisfaction of any such liability.
5.3 Upon resolution of any dispute of contingent liability, OSWF will promptly pay the amount due to Seller.
6. Rejected / Failed STC Assignments
6.1 If for any reason the STCs are not approved by CER, OSWF will notify the Seller with the reasons for CER’s rejection and will further request the Seller to provide additional information for re-submission of the assignment.
6.2 In the event the STC assigned is not capable of being converted to money within 14 business days, then the entry of any credit by OSWF in favour of the Seller in respect of such failed assignment shall be reversed and the provisions of clause 4.3 will apply.
6.3 The Seller shall indemnify on demand OSWF against any loss, damage, cost or expense arising from the non-approval of STC’s by the CER.
6.4 If STCs are not approved by CER or the CER audits OSWF, Seller must promptly provide all assistance and documentation requested by OSWF, to the extent the non-approval or audit relates to Seller, so that OSWF can re-submit the assignment to the CER.
6.5 If the CER seeks the surrender of any STC’s that OSWF has created after relying on information provided to OSWF from the Seller, for any reason, then, on written notice by OSWF the cost of STC’s must be re-paid to OSWF in full by the Seller within 7 days of the date of OSWF’s invoice to Seller. The rate is to be determined by OSWF 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 acts or omissions or those of its Personnel, 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.
8.1 Despite anything to the contrary, to the maximum extent permitted by law:
(a) we will not be liable for Consequential Loss;
(b) our liability for any Liability under this contract will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of Seller or any of its Personnel; and
(c) OSWF’s aggregate liability for any Liability arising from or in connection with this contract will be limited to the value of the STC’s to which the Liability relates.
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 OSWF services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with our services, Seller is entitled to cancel this contract with OSWF.
8.4 Seller is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, Seller is entitled to have problems with the services rectified in a reasonable time and, if this is not done, to cancel this contract and obtain a refund for any unused portions of this contract.
8.5 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.
8.6 Subject to Seller’s Statutory Rights, OSWF excludes all express and implied warranties, and all material, work and services (including the services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
8.7 This clause 8 will survive the termination or expiry of this Agreement.
9.1 The Seller indemnifies OSWF on demand against all losses, damages, expenses, costs, claims, actions or demands of any nature arising from:
(a) the creation or registration by OSWF of the STC’s pursuant to this contract; and
(b) Seller’s 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.
11.1 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.
12.1 Either Party may terminate this contract at any time by giving [30 days’] notice in writing to the other Party.
12.2 This Contract will terminate immediately upon written notice by:
(a) OSWF, if:
(1) Seller (or any of its Personnel) breach any provision of this Contract and that breach has not been remedied within 14 days of being notified by OSWF;
(2) Seller fails to provide OSWF with clear or timely instructions or information to enable us to provide the services;
(3) for any other reason outside OSWF’s control which has the effect of compromising its ability to provide the services; or
(4) Seller is unable to pay its debts as they fall due; and
(b) Seller, if OSWF is in breach of a material term of this Contract, and that breach has not been remedied within 14 days of being notified by Seller.
12.3 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: Seller must not assign or deal with the whole or any part of its rights or obligations under this contract without the prior written consent of OSWF (such consent is not to be unreasonably withheld). OSWF may assign or novate the whole or any part of its rights or obligations under this contract without the prior written consent of Seller.
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.