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A. We provide a range of services to participants in environmental markets, including product accreditation and Environmental Certificate creation and monetisation.

B. You are a business that is involved in the manufacture, supply, and/or installation of Systems for System Owners.

C. You wish to work with us on an ongoing basis in respect of a range of business activities, including your transactions with System Owners.

D. From time to time, You may:

• Offer System Owners a discount in return for the System Owner entering into an Assignment Agreement with us;

• Use agreed web-based or mobile applications to collect data, evidence, and signatures for the purposes of certificate creation and sale to us;

• Agree a fixed price with us for Environmental Certificates for an agreed period;

• Request us to pay You in Environmental Certificates instead of cash; and/or

• Agree with us on pricing and payment terms for Environmental Certificates from major projects, including large-scale generators, energy efficiency upgrades, and carbon abatement initiatives.

E. This document specifies the terms on which we agree to work together.

1. 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 we become bound by that Assignment Agreement.

Accredited Certificate Provider (ACP) has the meaning given in the Electricity Supply Act 1995 (NSW).

Administrator includes a liquidator, receiver, or receiver and manager (whether provisional or otherwise).

Agreement means this agreement.

Assignment Agreement means an agreement between us and a System Owner, in which the System Owner assigns its rights to create a Parcel of Environmental Certificates to us.

Australian Carbon Credit Unit has the meaning given in the Carbon Credits (Carbon Farming Initiative) Act 2011 (Cth).

CER means the Clean Energy Regulator (Regulator of Commonwealth Environmental Certificates).

Certificate Settlement Amount has the meaning given in the Certificate Settlement Request.

Certificate Settlement Fee has the meaning given in the Certificate Settlement Request.

Certificate Settlement Period has the meaning given in clause 6.

Certificate Settlement Request means a document in the form specified by us.

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.

Data means information contained within Geo, including Form Data and Solution Data.

Deed of Guarantee and Indemnity means a document in the form set out in Annexure 1.

Defaulting Party has the meaning given in clause 11.

Delivered Volume means the volume of Environmental Certificates to be created through Assignment Agreements Submitted under a Price Lock-In Request.

Energy Efficiency Certificate (VEEC) has the meaning given in the Victorian Energy Efficiency Target Act 2007 (Vic).

Energy Saving Certificate (ESC) has the meaning given in the Electricity Supply Act 1995 (NSW).

Energy Saver Information Sheet means the document with this title specified by IPART.

Environmental Certificate means a tradable certificate or cash payment that is available when an environmental improvement is made through the deployment of a System or Project. It includes STCs, LGCs, VEECs, ESCs, ACCUs, and payments under REES.

ESC means the Essential Services Commission (Regulator of Victorian Environmental Certificates).

ESCOA means the Essential Services Commission of South Australia (Regulator of REES).

Expected Volume means the amount specified in the Price Lock-In Request.

Form Data means Data that is presented to you by us to assist in the entry of Solution Data.

Geo means our online transaction portal.

GST means Goods and Services Tax, as that phrase is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Injured Party has the meaning given in clause 10.

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 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.

Invoicing Period has the meaning given in a Certificate Settlement Request.

IPART means Independent Pricing and Regulatory Tribunal (Regulator of New South Wales Environmental Certificates).

Large scale Generation Certificate (LGC) 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.

NSW-ESS means New South Wales Energy Savings Scheme.

Offer Price means, on any given day and in respect of a particular type of Environmental Certificate, the price specified by GET in Geo 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 (or the number of dollars where the Environmental Certificates are a cash payment).

Parcel Volume means, in respect of a particular Parcel of Environmental Certificates, the number of Environmental Certificates contained in that parcel.

Parties means You and Us, and our transferees, assigns, and successors in title.

Payment Direction means a written communication in which one Party directs the other to make payments in a particular way.

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 specified by us.

Privacy Act means the Privacy Act 1988 (Cth).

Private Area means the part of Geo in which Solution Data is owned by the Solution Provider to the exclusion of GET.

Retailer Energy Efficiency Scheme (REES) has the meaning given in the Electricity (General) Regulations 2012 (SA) and the Gas Regulations 2012 (SA).

Regulator means a government department or agency that has responsibility for the administration of programs involving or associated with Environmental Certificates, and includes CER, ESC, ESCOA, and IPART.

Settlement Date has the meaning given in a Price Lock-In Request.

Shared Area means the part of Geo in which Solution Data is owned by Us and licensed to You.

Small-scale Renewable Energy Scheme (SRES) has the meaning given in the Renewable Energy (Electricity) Act 2000 (Cth).

Small-scale Technology Certificate (STC) has the meaning given in the Renewable Energy (Electricity) Act 2000 (Cth).

Solution Data means Data entered into Geo by You that is not Form Data.

Submit means, in respect of an Assignment Agreement, delivery to us for Acceptance and processing by 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 means, in respect of a specific System, the person entitled to create the Environmental Certificates associated with the System.

Us has the meaning given at the commencement of this document.

We means Us or the Parties, as the context requires.

You has the meaning given at the commencement of this document.

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 affect the interpretation of this Agreement.

• Background and Schedules: The background and schedules to this Agreement form part of the Agreement.

2.1 You may contract with a System Owner for the supply, deployment, and/or removal of a System on terms including a benefit conditional on the System Owner entering into an Assignment Agreement with Us. When an Assignment Agreement executed by the System Owner is Submitted to and Accepted by Us, the Parties make the representations and warranties below.

2.2. On Submission of an Assignment Agreement executed by a System Owner, You represent and warrant to Us that:

a) The System Owner has not dealt with its Environmental Certificate creation rights except through the Assignment Agreement;

b) You have no claim over and will not interfere with Our rights under the Assignment Agreement;

c) You consent to Us making statements to third parties in reliance on the information provided under this Agreement by You, Your associates, and customers;

d) The information contained in the Assignment Agreement is true and correct in every particular;

e) You will inform Us of any new information you obtain that indicates that previously supplied information is misleading, incorrect, or inaccurate;

f) You indemnify Us for any and all losses that we may suffer if information described in 2.2 d) is misleading, incorrect, or inaccurate;

g) You will provide Us with any information or assistance required to create Environmental Certificates or comply with Regulator requirements;

h) You will assist Us to conduct an inspection of a System that is the subject of an Assignment Agreement on request;

i) You have supplied a System that is fit for purpose and compliant with all regulatory requirements (not just those relating to Environmental Certificates);

j) You will refund erroneous payments, or payments made where the Parcel of Environmental Certificates for a System is less than that specified in the Assignment Agreement, to us.

k) If we inform You that rework is required in respect of the Assignment Agreement, You will amend the Assignment Agreement as required for processing and return it to Us.

2.3. On Acceptance of an Assignment Agreement, We represent and warrant to You that:

a) We will pay the amount specified in the Assignment Agreement by electronic transfer to your account within an agreed timeframe;

b) We will comply with usual Regulator requirements associated with the creation of the Parcel of Environmental Certificates; and

c) We will make an additional payment to you if 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.

3.1. Our primary method of transacting with you will be through Our online transaction portal, Geo.

3.2. In order to access Geo You must:

a) Register one or more authorised representatives by providing the information We require; and

b) Comply with the terms of use, which are available on Geo.

3.3. It is Your responsibility to manage user access to Geo. You are responsible for the actions of Your authorised representatives in Geo.

3.4. We may suspend Your access to Geo or the access of Your authorised representatives if You do not comply with the terms of use or otherwise impede the proper operation of Geo.

3.5. Geo incorporates two areas, Your Private Area and a Shared Area for both You and Us. Different rules apply to Data in the two areas.

a) In the Private Area:

i. We own the Form Data, which we licence to you;

ii. You own the Solution Data, which may only be accessed by Us for System Administration Purposes; and

iii. We have not collected or received the Solution Data for the purposes of the Privacy Act.

b) In the Shared Area:

i. We own the Form Data, which we licence to You;

ii. We own the Solution Data and licence access to it to You; and

iii. We have received the Solution Data for the purposes of the Privacy Act.

3.6. Solution Data is in the Private Area until it is Submitted, when it enters the Shared Area.

3.7. Form Data is in the Private Area if it is associated with Solution Data that has not been Submitted. Otherwise, it is in the Shared Area.

4.1. At any time, You may seek to agree on the price we will pay You for Environmental Certificates under future Assignment Agreements by submitting a Price Lock-In Request.

4.2. If You submit a Price Lock-In Request, We may accept or decline the request at Our absolute discretion.

4.3. If we accept a Price Lock-In Request, then by no later than the Settlement Date, You must Submit sufficient Assignment Agreements to generate the volume of Environmental Certificates specified in the Price Lock-In Request.

4.4. If You comply with clause 4.3, then we will make a payment on the terms specified in the Price Lock-in Request.

4.5. If You do not comply with clause 4.3, then You must pay Us damages calculated in accordance with the formula in the Price Lock-In Request.

4.6. If You submit an Assignment Agreement that will generate more Environmental Certificates than the Expected Volume, the amount paid for the additional Environmental Certificates will be the lower of:

a) The price specified in the Price Lock-in Request; and

b) The Offer Price when the Assignment Agreement is Accepted by Us.

5.1. At any time, You may request that We pay amounts owing to You by transfer of Environmental Certificates by submitting a Certificate Settlement Request.

5.2. If You submit a Certificate Settlement Request, then We may accept or decline the request at Our absolute discretion.

5.3. If We accept the Certificate Settlement Request, then the Certificate Settlement Period begins on the later of the date specified in the Certificate Settlement Request and the date of Acceptance, and ends on the date specified in the Certificate Settlement Request.

5.4. During the Certificate Settlement Period, each time We receive an Assignment Agreement, We will pay You by transferring Environmental Certificates in accordance with this clause.

5.5. At the end of each Invoicing Period, We will provide an invoice to You setting out the Certificate Settlement Fee for that Invoicing Period. The Certificate Settlement Fee will be calculated using the formula in the Certificate Settlement Request.

a) Where Certificate Settlement applies to more than one type of Environmental Certificate, the Certificate Settlement Fee will be calculated separately for each certificate type and itemized on the invoice.

5.6. Providing Your account is maintained in good order, We will transfer an amount of Environmental Certificates equal to the Certificate Settlement Amount to You within the agreed time after payment of the Certificate Settlement Fee.

a) Where this Certificate Settlement applies to more than one type of Environmental Certificate, the Certificate Settlement Amount will be calculated separately for each certificate type.

b) If rework is required for any Assignment Agreement covered by this clause, the returned Assignment Agreement will not be treated as a new Assignment Agreement for the purpose of calculating the Certificate Settlement Fee.

6.1. During the course of this Agreement, You must:

a) Comply with directions and advice issued by Us and Our associates;

b) Ensure that Your employees, agents, and independent contractors comply with this Agreement.

c) Promptly advise Us if you become aware of any action that a third party is taking or may take that could result in a claim being made against You or result in a requirement for You to notify Your insurer;

d) Not represent that You can bind us in any way;

e) Comply with all applicable privacy and confidentiality laws.

f) Submit Assignment Agreements to Us promptly and at least 1 month prior to any relevant regulatory deadline.

7.1. At any time, the Parties may have payment obligations to each other under this or any other agreements.

7.2. Where this is the case, We may, in Our sole and absolute discretion, deduct amounts owed by You from amounts owed to You, and pay a net amount as a final settlement.

7.3. For the avoidance of doubt, this netting provision is applicable to any amounts owed to / claimed by Us, including amounts resulting from:

a) The terms of this Agreement;

b) A breach of this Agreement;

c) The invalidity of any Environmental Certificates;

d) The operation of the common law or applicable statutes; or

e) Any other actions taken by Solution Provider.

7.4. Where we have previously been directed by You to make a payment in a particular manner, we are entitled to make future payments in the same manner until directed otherwise.

8.1. In the course of running Our business, We may interact with third parties, including Regulators.

8.2. As a result of the interactions described in clause 8.1, or otherwise, a third party may:

a) Make requests of and issue directions to Us;

b) Bring proceedings against Us; or

c) Otherwise impose costs on Us.

8.3. Where the matters described in clause 8.2 relate to Your actions (or failure to act) or those of Your subcontractors, customers, or associates, You must:

a) Provide any assistance that We may require in order to respond to or comply with the third party’s requests and directions; and

b) Indemnify Us for all Our costs (both direct and indirect) associated with responding to and complying with the requests and directions (to avoid doubt, these may include the costs of professional services including consulting, legal, tax, accounting, and engineering).

9.1. IPART has established minimum conduct requirements for ACPs under the NSW-ESS.

9.2. When we accept an Assignment Agreement Submitted by you that relates to the NSW-ESS, we are the ACP for the transaction and all parties involved must comply with IPART's conduct requirements. This extends to every individual involved in the energy savings activity, including employees and subcontractors.

9.3. Each time You Submit an Assignment Agreement in respect of Energy Savings Certificates, You represent and warrant to Us that:

a) You will comply with all NSW-ESS requirements;

b) All persons involved in the energy saving activity are:

i. Aged 18 years or over;

ii. Either Your employee or direct contractor;

iii. Appropriately trained and sufficiently informed to provide an overview of the NSW-ESS and the specific activity being undertaken;

iv. Able to comply with all Our procedures relevant to their role (such as lux level testing); and

v. Fully aware of the relevant legislative and regulatory requirements that may impact their role (including controls on telemarketing and door-to-door activities, and occupational health and safety requirements); and

c) With regards to customer service, You:

i. Maintain a documented customer service procedure for managing and resolving complaints, ensuring that all parties identify themselves and properly explain the scheme to the System Owner;

ii. Provided System Owner with a copy of the Energy Saver Information Sheet and our contact details as ACP;

iii. Properly explained the contents of the Assignment Agreement before obtaining the System Owner’s signature.

iv. Provided System Owner with details of the make, model, and electrical characteristics of any lighting equipment installed.

v. Confirmed that the System Owner is satisfied with the product as installed.

d) You will provide Us with a list of all employees and contractors involved in the projects described in the Assignment Agreement.

i. You will inform Us of any changes to the employees and contractors involved in the projects within 2 days of the changes being made.

10.1. A Party will notify the other if it is in default of this Agreement.

10.2. A Party is in default of this Agreement if it:

a) Fails to comply with any term of this Agreement; or

b) Becomes Insolvent.

10.3. If a Party (Defaulting Party) is in default of this Agreement, the other Party (Injured Party) is entitled to:

a) Terminate this Agreement immediately by written notice; or

b) Recover damages in respect of its losses; or

c) Both a) and b).

10.4. If the Defaulting Party does not pay any damages within 14 days of the Injured Party making a written request for payment, interest will accrue at 10% per annum or the current Penalty Interest Rate (whichever is the greater) from the date of default until the damages are paid.

10.5. If the Injured Party holds any monies, Environmental Certificates or other property, rights, or interests on behalf of the Defaulting Party or is obliged to make payments to the Defaulting Party, then the Injured Party is entitled to utilize these items to satisfy any damages claimed under this Agreement. This right is additional to the rights created elsewhere in this Agreement.

10.6. If You are the Defaulting Party, and We have made a claim for damages, and it remains unpaid for a period of 30 days, then We may engage a recovery agent to assist with the recovery of this amount. If we do this, then we or the recovery agent may add a commission or other fee to the amount sought from you to cover the costs of recovery.

10.7. Either Party may Terminate this Agreement by 30 days written notice.

10.8. If this Agreement is terminated for any reason, then:

a) Any Assignment Agreements that were received by Us prior to the termination becoming effective will be managed as if this Agreement is still on foot; and

b) Any Assignment Agreements that are received by Us after or contemporaneously with the termination will be managed on such terms as We consider reasonable.

c) The Parties’ obligations under clauses 2.2c)–j), 2.3, 7-9, 11, and 12 remain in place.

10.9. If this Agreement is terminated for Breach, then:

a) Any Price Lock-In arrangement will be finalized immediately, with all settlement dates being brought forward to the date of Termination.

11.1. The Parties may not disclose information relating to or shared under this Agreement 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 or Code of Conduct 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), they will use reasonable endeavors to ensure the disclosed material is kept confidential by the Party to whom it has been shared.

12.1. In respect of this Agreement, You represent and warrant that:

a) All information, documents, and material provided to Us are and will be accurate and complete; and

b) You will deal with Us in good faith and respond promptly to our reasonable requests for additional information or other support that may be required.

13.1. Each Party is responsible for its own costs and expenses in connection with and incidental to the preparation and execution of this Agreement.

14.1. To the extent that GST is applicable to the transactions contemplated by this Agreement, the Parties agree to apply it in a manner consistent with any public rulings or other explanatory material published by the Australian Tax Office.

15.1. If a dispute arises between the Parties under this Agreement, the following steps must be taken by the Parties prior to taking any action to commence legal proceedings:

a) The aggrieved Party must provide a written notice to the other Party specifying their concerns.

b) The Party receiving a notice under clause 15.1.a) must provide a written response within 14 days.

c) If the aggrieved Party is not satisfied with a response provided under clause 15.1.b) then they must provide a further notice in writing to the other Party requesting that a meeting be held between the chief executives of each Party.

d) The meeting between the chief executives must be held within 14 days of the other Party receiving a notice under clause 15.1.c).

e) If the dispute remains unresolved after the meeting described in clause 15.1.d) then either Party may by notice in writing to the other direct that the matters raised in the documents referred to in clauses 15.1.a) and 15.1.b) be resolved by mediation.

f) A Party receiving a notice under clause 15.1.e) must co-operate with the other Party to hold a mediation within 14 days of receipt of the notice.

g) If the mediation concludes and the dispute remains unresolved then either Party may bring legal proceedings in respect of the dispute as specified in the documents referred to in clauses 15.1.a) and 15.1.b).

h) If a Party does not comply with the requirements of this clause 15 then the other Party may bring legal proceedings immediately notwithstanding that all of the steps set out in this clause have not yet been completed.

16.1. The invalidity of any part or provision of this Agreement will not affect the enforceability of any other part or provision of this Agreement.

16.2. The Parties will sign and execute all assurances, documents, and deeds and do such deeds, acts, and things as are required by the provisions of this Agreement to give effect to it.

16.3. This Agreement is governed by and construed in accordance with the laws applicable in Victoria and the Parties submit to the jurisdiction of the Courts in that State.

16.4. This Agreement is intended to be legally binding upon the parties.