Definitions and Interpretation
1.1. Definitions: For the purposes of this Agreement:
Accept means, in respect of a Submitted Assignment Agreement, the process by which GET becomes bound by that Assignment Agreement.
Administrator includes a liquidator, receiver or receiver and manager (whether provisional or otherwise).
Agreement means this agreement.
Assignment Agreement means an agreement between GET and a System Owner, in which the System Owner assigns its rights to create a Parcel of Environmental Certificates to GET.
CER means the Clean Energy Regulator.
Code of Conduct means any set of rules or other obligations that are a condition of membership of an industry association to which a Party belongs.
Commitment Date in respect of a particular Price Lock-In Request, means the commitment date specified in that document.
Data means information contained within GEO, including Form Data and Solution Data.
Defaulting Party has the meaning given in clause 11.
Delivered Volume means the volume of Environmental Certificates to be created under an Assignment Agreement.
Energy Saving Certificate has the meaning given in the Electricity Supply Act 1995 (NSW).
Environmental Certificate means a tradeable certificate that can be created to represent the environmental improvement created through the deployment of a System, and includes Small-scale Technology Certificates, Large Generation Certificates, Victorian Energy Efficiency Certificates, and Energy Saving Certificates.
Equivalent System means, in respect of a particular System, a different System which will generate the same Parcel Volume as the original System.
Equivalent System Owner means the owner of an Equivalent System.
ESC means Essential Services Commission.
Expected Volume means the amount specified in the Price Lock In Request.
Finance Accreditation Requirements has the meaning given in clause 3.5.
Finance Panel means the collection of finance providers GET has a relationship with and whom GET may introduce to Solution Provider for the purpose of providing finance to System Owners.
Financier means a member of GET’s Finance Panel.
Form Data means Data that is presented to Solution Provider by GEO to assist in the entry of Solution Data.
GET has the meaning given at the commencement of this document.
GEO has the meaning given in recital D.
GST means Goods and Services Tax, as that phrase is in defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Injured Party has the meaning given in clause 11.
Insolvent means the occurrence of any one or more of the following events in respect of 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 proposes to do so);
d) It makes an assignment to benefit one or more creditors (or proposes to do so);
e) It is insolvent, states that it is insolvent or it is presumed to be insolvent under an applicable law;
f) It becomes an insolvent under administration or action is taken which could result in that event;
g) A writ of execution is levied against it or its property;
h) It ceases to carry on business or threatens to do so; or
i) Anything occurs under the law of any applicable jurisdiction which has a substantially similar effect to paragraphs a) - h) above.
IPART means Independent Pricing and Regulatory Tribunal.
Large scale Generation Certificate has the meaning given in the Renewable Energy (Electricity) Act 2000 (Cth).
Lock-In Price has the meaning given in a Price Lock-In Request.
Offer Price means, on any given day and in respect of a particular type of Environmental Certificate, the price specified on GET’s website for that particular type of Environmental Certificate on that day.
Parcel of Environmental Certificates means, in respect of a specific System, the Environmental Certificates that may be created as a result of the installation or operation of that System.
Parcel Volume means, in respect of a particular Parcel of Environmental Certificates, the number of Environmental Certificates contained in that parcel.
Parties means GET and Solution Provider and their transferees, assigns and successors in title.
Penalty Interest Rate means the rate specified in the Penalty Interest Rates Act 1983 (Vic).
Price Lock-In Request means a document in the form set out in the Schedule.
Privacy Act means the Privacy Act 1988 (Cth).
Private Area means the part of GEO in which Solution Data is owned by Solution Provider to the exclusion of GET
Regulator means a government department or agency that has responsibility for the administration of programs involving or associated with Environmental Certificates, and includes the CER, the ESC and IPART.
Settlement Date means the day specified in a Price Lock In Request.
Shared Area means the part of GEO in which Solution Data is owned by GET and licenced to Solution Provider.
Small-scale Technology Certificate has the meaning given in the Renewable Energy (Electricity) Act 2000 (Cth).
Solution Data means Data entered into GEO by the Solution Provider that is not Form Data.
Solution Provider has the meaning given at the commencement of this document.
Submit means, in respect of an Assignment Agreement, delivery to GET for Acceptance and processing by either physical or electronic means.
System means equipment which can be installed or removed to enable the creation of Environmental Certificates.
System Administration Purposes means activities directed at maintaining and enhancing the effective operations of GEO.
System Owner, in respect of a specific System, means the owner of that System or other person entitled to create the Environmental Certificates associated with the System.
Victorian Energy Efficiency Certificate has the meaning given in the Victorian Energy Efficiency Target Act 2007 (Vic).
1.2. Interpretation: For the purposes of this agreement:
Plural and Singular: Words importing the singular number include the plural and vice versa.
Persons: References to persons include references to individuals, companies, corporations, firms, partnerships, joint ventures, associations, organisations, trusts, states or agencies of state, government departments and local and municipal authorities, whether or not having separate legal personality.
Headings: Clause and other headings are for ease of reference only and do not form any part of the context or to affect the interpretation of this Agreement.
Background and Schedules: The background and schedules to this Agreement form part of the Agreement.
2.1. Solution Provider may contract with a System Owner for the supply, deployment and/or removal of a System on terms including a benefit conditional on System Owner entering into an Assignment Agreement with GET. When an Assignment Agreement executed by the System Owner is Submitted to and Accepted by GET, the Parties make the representations and warranties set out below.
2.2. On Submission of an Assignment Agreement executed by a System Owner, Solution Provider represents and warrants to GET that it:
a) Is unaware of System Owner dealing with its Environmental Certificate creation rights except through the Assignment Agreement.
b) Has no claim over and will not interfere with GET’s rights under the Assignment Agreement.
c) Consents to GET making statements to third parties in reliance on the information provided under this Agreement by Solution Provider, its associates and customers.
d) Considers the information contained in any Assignment Agreement submitted to GET to be true and correct in every particular.
e) Will inform GET of any new information it obtains in respect of a System that indicates that previously supplied information in respect of that System is misleading, incorrect or inaccurate.
f) Indemnifies GET for any and all losses that GET may suffer if information described in 2.2 f) is misleading, incorrect or inaccurate.
g) Will provide GET any information or assistance required to create Environmental Certificates or comply with Regulator requirements.
h) Will assist GET to conduct an inspection of the System the subject of the Assignment Agreement if requested by GET.
i) Has supplied a System that is fit for purpose and in compliance with all regulatory requirements (not just those relating to Environmental Certificates).
j) Will refund to GET erroneous payments, or payments made where the Parcel of Environmental Certificates for a System is less than that specified in the Assignment Agreement.
2.3. On Acceptance of an Assignment Agreement, GET represents and warrants to Solution Provider that it will:
a) Pay the amount specified in the Assignment Agreement by electronic transfer to the Solution Provider’s account within the timeframe specified on GET’s website (or other agreed timeframe).
b) Comply with usual Regulator requirements associated with the creation of the Parcel of Environmental Certificates.
c) Make an additional payment to Solution Provider in the event that more Environmental Certificates are created in respect of a System than specified in the Assignment Agreement. This payment will equal the number of extra Environmental Certificates multiplied by the Offer Price at the time of creation.