Terms and Conditions
Terms and Conditions
- 1.1. These terms and conditions govern the assignment of Energy Trading Certificates by you to us, and the terms of payment by us to you for assigning the rights to Energy Trading Certificates to us. By assigning the Energy Trading Certificates to Us, you are agreeing to these terms and conditions. We reserve the right to change these terms from time to time at our discretion by notice on the Website or by notice to You in writing. You agree that continuing to engage with us after our notice of amendment shall be deemed acceptance of that amendment.
2. Definitions and Interpretation
- 2.1. In these terms and conditions:
- "Act" means the Renewable Energy (Electricity) Act 2000 (Cth);
- "Clearing House" means the clearing house associated with the REC Registry where Small Scale Technology Certificates can be placed and/or sold;
- "Contract" means the contract governing the arrangements between us and you regarding the arrangements between us for assignment of the STCs by us to you, which includes these terms and conditions, together with any Order, the payment terms and any other terms which we tell you form part of the Contract;
- "Days" means business days, being days on which commercial banks are open for business in Australia;
- "Eligible Person" means a person or business who is entitled to and receives the benefit of the System;
- "Energy Trading Certificates" means any energy or abatement certificates (including the rights to create) under Australian Federal, State or Territory law, including but not limited to Renewable Energy Certificates;
- "Order" means any order document as entered into between you and us for the assignment of the Energy Trading Certificates, as supplemented by these terms and conditions.
- "Our", "us" or "we" means PGK Distribution Unit Trust Trading as PGK Distribution ABN 86 493 535 058;
- "REC Registry" means the internet-based registry system which facilitates the creation, transfer and surrender of Renewable Energy Certificates;
- "Regulator" means any organisation responsible for regulating the scheme responsible for the Energy Trading Certificates or its appointed agent;
- "Renewable Energy Certificates" has the same meaning as in the Act and includes any other certificate, right to create an REC or entitlement of a similar nature which arises under the Act or similar legislation;
- "Site" or "Website" means www.pgkstcportal.com.au & stcportal.pgkdistribution.com.au or any other website notified by us to you in writing;
- "System" means a product and/or service which creates Energy Trading Certificates, including an installation;
- "You" and "Your" means the person or business assigning the Energy Trading Certificates and/or the person or business receiving the benefit of this Contract.
- 2.2. In these terms and conditions, unless the context requires otherwise:
- headings are used for convenience only and do not affect interpretation;
- words in the singular include the plural and vice versa;
- words of one gender include any gender;
- an expression indicating a person includes an individual, a company, partnership, joint venture, association, corporation or other body corporate;
- a reference to a party includes that party's successors and permitted assigns;
- a reference to legislation includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it; and
- a reference to a document includes all amendments or supplements to, or replacements or novations of, that document.
- 2.3. Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Australian Consumer Law, as found in the Competition and Consumer Act 2010 (Cth) Schedule 2) and which by law cannot be excluded, restricted or modified.
- 3.1. The Energy Trading Certificates are purchased by us in accordance with the Contract.
- 3.2. These conditions (which shall only be waived by notice in writing signed by us) shall prevail over the conditions of the Order to the extent of any inconsistency.
- 3.3. Unless otherwise agreed by you and us in writing, this Contract supersedes all prior representations, arrangements, understandings and agreements in relation to the subject matter of this Contract between us and you.
- 3.4. If a provision of the Contract is determined by any competent authority to be illegal, invalid or unenforceable in whole or in part or for any reason whatsoever, then that provision is severed to the extent of its illegality, enforceability or validity, and the remainder of the Contract shall remain in full force and effect. The parties shall use their best efforts to replace the severed provision by an enforceable provision that reflects the original provision as best as possible.
4. Energy Trading Certificate prices
- 4.1. The Energy Trading Certificate price is the price quoted by us on the Website which may be varied by us from time to time at our sole discretion.
- 4.2. The applicable price will be the price on the Website for the relevant ETC on the Day that all complete and accurate documentation required to be received in relation to an Order is received by us for the nominated pricing period.
- 4.3. If we need to verify any information due to incomplete or illegible information and the price changes on our Website you will be paid the lower price for the ETC.
- 4.4. We reserve the right to cease offering, modify and/or replace our price list from time to time for any reason.
- 4.5. Unless otherwise stated all prices quoted are net, exclusive of Goods and Services Tax (GST).
5. Assignment of Energy Trading Certificates
- 5.1. You hereby assign the rights to create Energy Trading Certificates for the relevant System to us, in exchange for payment or benefit which is calculated by us in accordance with clause 5.
- 5.2. By entering into the Contract, all Energy Trading Certificates assigned to us by you are assigned by you in your capacity as the Eligible Person entitled to and receiving the benefit of the Energy Trading Certificates under the relevant legislation applicable to the Energy Trading Certificates, including the Act.
- 5.3. Payment for the Energy Trading Certificates may be made to a nominated person by you.
- 5.4. The terms governing payment for Energy Trading Certificates are set out on the Website and form part of the Contract and may be varied by us from time to time without notice.
- 5.5. You acknowledge and accept you are only entitled to payment for Energy Trading Certificate that are true and accurate and are validated by the Regulator.
- 5.6. You acknowledge and accept that you will not be able to sell or assign to anyone else your rights to these Energy Trading Certificates and any other rights that may be associated with the reduction of greenhouse gas emissions or generation of renewable energy.
- 5.7. You agree and warrant that you will repay to us on demand the amount of any payment made by us under the Contract in certain circumstances, including (but not limited to):
- where you have accepted a payment despite previously having received a point of sale discount;
- where the assignment of Energy Trading Certificates is invalid for any reason; or
- if we are unable to create the Energy Trading Certificates with the Regulator for any reason.
6. Your Obligations
- retain proof of your purchase of the Systems, and the Systems underlying the assignment of the Energy Trading Certificates by you to us for six years beyond the period you have assigned the right to create the Energy Trading Certificates to us;
- keep adequate books and records for inspection by us to assess your compliance with this Contract and for the purposes of any assessment under clause 6.3(d);
- inform us in a timely manner of any facts or opinions that you become aware of that are likely to be relevant in relation to the assignment of Energy Trading Certificates whether advantageous or disadvantageous to our interests; and
- comply with all our reasonable requests and those of authorised authorities for information, including by providing any additional audit and other information required by us or any relevant regulator within the timeframe notified to you, or any timeframe under the Act or as otherwise required by law, if requested by us or the Regulator or otherwise required by law.
- 7.1. You will indemnify us and agree to keep us indemnified against all claims, expenses, liability, loss, damage or injury arising from and costs (on a solicitor and own client basis and whether incurred by or awarded against us) that we may sustain or incur as a result, whether directly or in indirectly of:
- any breach of the Contract including, but not limited to, a breach in respect of which you exercise an express right to terminate the Contract;
- any negligent act or omission or willful misconduct of you or your officers or employees;
- any infringement by you of the intellectual property rights of a third party;
- any proceedings or prosecutions commenced against us or any fine or penalty imposed on us under the Act or relevant legislation in relation to the Energy Trading Certificates; and
- collection of payments payable by you to us under the Contract.
8. Your information and disclosure
- 8.1. You acknowledge and agree to us collecting information about you, and acknowledge and expressly consent to us using such information for any lawful purpose.
- 8.2. You acknowledge and consent to such information being retained by us for a reasonable time, or as required by law, in a secure environment.
- 8.3. You acknowledge and expressly consent to us disclosing your information to third parties for any reason required by law and for any other lawful purpose.
- 8.4. You acknowledge that we, or our agents, may from time to time contact you by post, telephone, in person or by email regarding details of our products and services.
- 9.1. You may not assign any right or interest under the Contract. If you are a business and your effective management and control is changed in any way, then this will be treated by us as a transfer of the Contract entitling us to end it.
- 9.2. We may assign or otherwise transfer our rights under the Contract in whole or in part without your consent.
10. Dispute Resolution
- 10.1. This Contract is governed by the laws of the State of Queensland, Australia.
- 10.2. In the event there is a dispute under or relating to these terms and conditions, you will contact us directly, where the matter will be referred to one of our nominated managers, to meet/discuss in good faith, and to attempt to resolve the dispute.
- 10.3. If the dispute is not resolved within 21 Days of the meeting/discussion referred to above, the matter shall be referred to mediation.
- 10.4. In the event the parties are unable to agree on the conduct of the mediation process, the dispute is to be referred to the dispute tribunal and conducted in accordance with the relevant mediation guidelines.
- 10.5. In the event the matter is not resolved by way of mediation, parties may proceed to litigation, with the Order and these terms and conditions subject to New South Wales law, and the jurisdiction of the courts of New South Wales.
- 10.6. Each party irrevocable submits to the exclusive jurisdiction of the courts of Queensland.