Installer Agreement

Installer / Supplier agreement

STC’s

Definitions

Unless specifically defined in this Agreement, definitions in this Agreement reflect the definitions and terminology used in the Renewable Energy (Electricity) Act 2000 (“Act”) and Renewable Energy (Electricity) Regulations 2001 (“Regulations”) as amended as identified in Italics and as outlined in Section 1 Defined Terms in Terms and conditions: http://green-bank.com.au/legal...

”GBET” means: GB Environmental Trading Pty Ltd (ACN: 604 328 734)

Consideration

Both parties agree that by entering into this Agreement the consideration granted for each party’s mutual performance is satisfied through these exchanges of promises.

Recitals

As of 1 January 2011, the Renewable Energy Target (“RET”) was changed to the Enhanced Renewable Energy Target (“ERET”) which splits the RET into two parts, namely: the Large-scale Renewable Energy Target (“LRET”); and the Small-scale Renewable Energy Scheme (“SRES”).

A. Small-scale technology certificates

Renewable Energy Certificates (“RECs”) created from eligible solar water heaters (“SWHs”) and small generation unit(s) (“SGUs”) created on or after 1 January 2011 will be classified as small-scale technology certificates “STCs”.

B. Large-scale generation certificates

RECs from accredited power stations created from 1 January 2011 will be classified as large-scale generation certificates (“LGCs”). RECs created from SWHs and SGUs installed before 1 January 2011 which are created on or after 1 January 2011 will also be classified as LGCs.

For the purposes of this Agreement, STCs (and RECs created from SWHs and SGUs installed before 1 January 2011 which are created on or after 1 January 2011), will be classified as (“RECs”) in this Agreement, not STCs.

C. The Installer/Supplier contracts with the purchasers by an independent installation contract for the installation of the SWHs and/or SGUs at eligible premises. Following the installation of the SWH and/or SGU, the purchasers become the owners of the SWH or SGU.

D. The purchasers who are the original owners of the SWH or SGU at the eligible premises (“Owners”) assign to GBET ownership and the right to create the RECs by an independent REC Assignment Form ( available on the website www.green-bank.com.au/forms/) between GBET and the Owners.

E. The Installer/Supplier will use its reasonable endeavours to arrange for the Owners to assign their rights to create RECs to GBET on the basis that, in exchange for assigning the Owner’s rights to create RECs to GBET, GBET will pay to the Installer/Supplier on the Owners behalf, for the installation of the SWH and/or SGU as a point of sale payment.

F. This Agreement includes the Recitals and governs the contractual relationship between the parties during the term of this Agreement for every SWH or SGU installed by the Installer/Supplier resulting in a REC Assignment Form being received by GBET from the Owner.

Agreement

1. Conduct of Installer/Supplier’s business

1.1 The Installer/Supplier acknowledges there is a penalty for providing misleading information to the Clean Energy Regulator (“CER”) under the Act and Regulations.

1.2 The Installer/Supplier represents and warrants that it will:

(a) comply with the Act, Regulations, CER guidance and the Clean Energy Council (“CEC”) accreditation requirements and all other applicable foreseeable laws and guidance relating to the installation of SWHs and SGUs and the assignment of RECs including, without limitation, laws concerning misleading and deceptive conduct, fair trading and consumer protection;

(b) comply with all the relevant standards without limitation (as amended)

(c) comply with, in addition to the standards, all the relevant guidance without limitation (as amended)

(d) acknowledge that GBET is relying on the information provided by the Installer/Supplier to create RECs. The Installer/Supplier agrees that clause 24B(2) of the Act will only be applicable to GBET if such information is directly brought to the attention of GBET’s CEO in writing;

(e) inform GBET within seven business days of first becoming aware of any facts or opinions that the Installer/Supplier believes are likely to be relevant in relation to the creation and/or assignment of RECs whether advantageous or disadvantageous to the interests of GBET;

(f) provide additional audit and other information required by CER within the timeframe under the Act/Regulations or earlier if requested by GBET;

(g) refund any monies if paid incorrectly, due to duplication of forms, administration or submission error, or RECs are not able to be multiplied or duplications of multiplied RECs for SGUs (i.e. Solar Credits) (Regulation 20AA);

· You will have to repay the amount of the STC payment to GBET. GBET will issue You with an invoice for repayment amount. Payment terms as per invoice.

· If You do not repay within Invoice terms GBET can take outstanding amounts owed from other submissions submitted by You.

· If You do not repay GBET has the right to submit your outstanding debt to GBET preferred Debt Collection Services as well as notify the necessary Industry Bodies and Regulators.

(h) all installers working for the Installer/Supplier to perform the installation works are CEC accredited. The Installer/Supplier warrants that it will inform GBET of any installer who is no longer working on its behalf or any newly appointed installers;

(i) if requested by GBET, provide GBET with a copy of a current licence photo identification of all its current CEC installers; and

(ii) if requested by GBET, annually, provide GBET with a copy of its and/or the commissioning installer’s public liability policy plus a current certificate of currency and evidence that all premiums payable have been paid and in full form and effect;

(iii) not pre date or pre sign any REC Assignment Forms before the installation has occurred;

(i) the Installer/Supplier who signs the REC Assignment Form must have viewed/supervised the Installation at the site specified on the REC Assignment Form;

(j) Indemnify GBET for any direct/indirect/consequential losses GBT may suffer due to the Installer/Supplier (or its employees or contractors) committing either a material breach (including but not limited to an insolvency related event, serious breach or persistent breach of this Agreement (“Material Breach”)), or fraud or negligence in the following instances (without limitation), namely:

(i) GBET is required to enter into an enforceable undertaking and/or surrender any of its RECs;

(ii) GBET’s accreditation is suspended or cancelled or GBET is fined under the Act or Regulations or other law;

(iii) Enforcement action is taken by the CER or other third party for breach of the Act or Regulations or other law;

(iv) GBET is required to purchase RECs from a third party or the STC Clearing House;

(iv) Any GST liability for which the Installer/Supplier is solely liable;

(v) Arising from the installation of the SWHs and/or SGUs; or

(vi) Any liability incurred by GBET due to damage, modification or loss of the Web Application.

(k) The Installer/Supplier will keep all records in respect of any installations in which a REC Assignment Form was received by GBET for six years from the date of installation and will provide such records to GBET within seven business days following GBET’s request;

(l) The Installer/Supplier must provide to GBET all the following information, unless otherwise specified, within seven business days of installation:

(i) a statutory declaration from the Owner (Regulation 19A(2)(b));

(ii) a statutory declaration detailing: the model of the SWH; the volumetric storage capacity of the heater and used; and the purposes for which the heater and hot water produced by the heater, are to be used; and that the volumetric storage capacity of the heater is appropriate for the premises at which the heater is to be installed and the purposes for which the heater, and the hot water produced by the heater, are to be used; and the expertise or experience of the person signing the declaration in relation to a heater of the kind covered by the declaration (Regulation 19A(3)(a)-(f));

(iii) that the CER will require in respect of SWHs (Regulation 19C(3));

(iv) confirming that the amount paid by the purchaser for the installation of a SGU includes all costs associated with connecting it to the grid and other relevant costs;

(v) confirming that any SGU installed is a new and complete unit and that RECs have not previously been multiplied (Regulation 20AA(3)(v) & (vi));

(vi) confirming that the SGU was designed and installed by an eligible person or persons (Regulation 20AC(2));

(vii) confirming that the electrical wiring associated with the installation of the SGU was undertaken by an electrical worker holding an unrestricted license for electrical work in the relevant State or Territory (Regulation 20AC(3));

(viii) confirming that all relevant local, State or Territory Government requirements have been met for the siting and installation of the SGU (Regulation 20AC(4);

(ix) a written statement of the Installer/Supplier as required by the Regulations (Regulation 20AC(5)(a)-(f)); and

(x) a written statement confirming that the Installer/Supplier has complied with all relevant standards and guidance,

(m) pay all GST payable for any installation and that GBET is not liable for such GST.

1.3 In dealing with an Owner wanting to assign the right to create RECs to GBET, the Installer/Supplier must:

(a) communicate to the Owner the eligibility rules and methods of calculating RECs for the Owner’s system;

(b) confirm that the person signing the form is in fact the Owner of the system;

(c) inform the Owner that once the RECs are assigned to GBET the Owners release and extinguish their rights of ownership to the RECs;

(d) clearly explain to the Owner that RECs are currently a share like interest and that the price of RECs is dependent on supply and demand in the market for RECs;

(e) use GBET’s current REC Assignment Form and other relevant forms;

(f) before the Owner signs GBET’s REC Assignment Form, establish that the installation of the new SWH and/or SGU has been completed and, in the case of an SGU, if relevant, establish whether the SGU is eligible for multiplied RECs (i.e. solar credits); and inform the Owner that they must not double assign RECs or ask Owners to sign two REC trader forms; and

(g) collect from the Owner and forward to GBET all the necessary information to support the assignment of the right to create RECs from the Owner to GBT.

1.4 Without limiting the Installer/Supplier’s obligations under clauses 1.2 and 1.3 the Installer/Supplier must:

(a) at all times conduct its business in a manner that will not detrimentally impact on the name and/or reputation of GBET;

(b) not describe, represent or warrant itself as an employee, agent or representative of GBET except as authorized by this Agreement;

(c) distribute forms and promotional material provided by GBET;

(d) follow GBET’s reasonable instructions in relation to the Installer/Supplier’s obligations under this Agreement;

(e) train and educate its employees and contractors about GBET’s business and processes; and

(f) work with GBET to make every endeavour to avoid/resolve providing duplicate serial numbers, improper creations or over creations of certificates.

2. Payment Terms

GBET payment terms are:

2.1 General Nett three (3) to five (5) business days after receipt of a fully completed true and correct REC Assignment Form including all required supporting documents; and next business payment terms are processed where possible for submission on GBET’s online portal – Formtrack. VEEC’s payment within 5-7 days.

(i) Owner submissions are paid within one business day of Industry Regulator approving the allocation of STC’s.

(ii) New Accounts have an up to 14 day set up period. First submission will be paid within one business day of Industry Regulator approving the relevant allocation of STC’s

(iii) Installers that have not submitted to GBET for more than a 6 month period will have next business day terms once Industry Regulator approves the relevant allocation of STC’s

2.2 GBET may withhold payment and/or set-off any amounts of money claimed by the installer/supplier due to any incorrect or overpayment by GBET to the installer/supplier on an earlier transaction

(i) GBET has the right to invoice for repayment of money

(ii) GBET has the right to place Installer into GBET preferred Debt Collection Service if Invoice terms are not met.

3 Term of Agreement

3.1 This Agreement establishes the contractual relationship between the parties for each GBET from the Installer/Supplier.

3.2 This Agreement commences on the earlier occurrence of the date when a REC Assignment Form is received from the Installer/Supplier by GBET (as long as a copy of this Agreement has been provided to the Installer/Supplier either before installation or within twenty one (21) business days following the receipt of the REC Assignment Form by GBT).

(“Commencement Date”)

3.3 This Agreement will continue from the Commencement Date for a period of twelve (12) calendar months following which, it will expire. The Agreement will automatically be extended for a further period of twelve (12) calendar months once only if:

(a) a REC Assignment Form is received by GBET from the Installer/Supplier after expiry of this Agreement; or

(b) the parties agree in writing to extend the term.

3.4 Notwithstanding clause 3.1-3.3 or 4 of this Agreement, the parties acknowledge that clauses 1.2(c), (e), (i), (j), (k), 1.3, 1.4, 2.1-2.3, 3.3(a), 5, 6 & 7 will continue post expiry or termination of this Agreement.

4. Termination

GBET may terminate this Agreement:

4.1 for a Material Breach of this Agreement; and/or

4.2 for a fraudulent/negligent act or omission by the Installer/Supplier (or its employees/contractors); and/or

4.3 by agreement between the parties; and/or

4.4 if, in the sole discretion of GBET, the Installer/Supplier has not acted in good faith, honestly and reasonably towards GBET, Owners or other relevant third parties.

5. Consequences of Termination

5.1 If GBET terminates this Agreement in accordance with clause 4, the Installer/Supplier represents and warrants that it will:

(a) continue to comply with its continuing obligations under clause 3.4 of this Agreement;

(b) if required, rectify any installation to the standards required under this Agreement as well as facilitate the transfer of ownership of the RECs from the Owners to GBET at no cost to GBET; and

(c) compensate GBET for its direct/indirect/consequential loses in having the Installer/Supplier (or a third party) rectify the installation to the standards required plus the cost of any RECs not able to be created or registered by GBET.

5.2 If the Installer/Supplier is terminated in accordance with clause 4, subject to the Installer/Supplier complying with clause 5.1, the parties agree that GBET will pay to the Installer/Supplier any actual REC revenues owing to the Installer/Supplier following the successful registration of RECs by CER at the date of termination in accordance with clauses 2.1-2.3 of this Agreement;

6. Interface Arrangements

6.1 GBET has developed in conjunction with its supplier, a certified web application package to assist GBET’s installers remotely and wirelessly complete and submit the REC Assignment Forms and ancillary documents to GBT (“Web Application”).

6.2 GBET provides to the Installer/Supplier (and its nominated and approved contractors) a free, revocable, non-exclusive license to use the Web Application for the exclusive provision of the Services to GBET.

6.3 The Installer/Supplier agrees that the Web Application remains the exclusive property of GBET.

6.4 The Installer/Supplier must return the Web Application to GBET within three (3) business days of a written demand or expiry or termination of this Agreement.

7. General Requirements

The parties acknowledge and agree the following:

7.1 This Agreement is subject to the laws and exclusive jurisdiction of Victoria;

7.2 This is the entire Agreement of the parties;

7.3 No term of this Agreement is waived unless agreed in writing;

7.4 This Agreement will not be invalid, unenforceable or unlawful, simply because one provision of the Agreement is such;

7.5 GBT does not represent, warrant or guarantee the technical capacity and/or efficiency of any SWHs or any SGUs;

7.6 The Installer/Supplier is an independent contractor;

7.7 This Agreement may be executed in counterparts so that each party executes their own version and exchanges with the other party to form a binding Agreement;

7.8 Any variation or extension to this Agreement must be agreed between the parties in writing;

7.9 The Installer/Supplier acknowledges that GBET may publicly reference the name of the Installer/Supplier following a breach of this Agreement on its website or to a relevant third party;

7.10 Nothing in this Agreement shall be construed against GBET simply because the Agreement was drafted by GBT and the Installer/Supplier warrants that it procured legal advice prior to the Commencement Date;

7.11 Where several words precede a general word and point to a confirmed meaning the general word shall not limit the meaning of such words, subjects or classes listed.

7.12 GBET may assign any REC Assignment Forms, its accreditation, and/or this Agreement in accordance with the Act and Regulations;

7.13 If GBET requests the Installer/Supplier to perform any obligations under this Agreement as a matter of urgency, then such action shall be taken as a matter of priority to the Installer/Supplier’s other contractual arrangements;

7.14 No party will disclose any information that a reasonable person would consider to be confidential in nature, including pricing, without the other parties written consent or unless required to do so by law, for the purpose of legal proceedings, if the information is already in the public domain, or if the information was received from a third party;

7.15 If a dispute arises in connection with this Agreement, then the party in dispute shall issue to the other party a notice of dispute (“Notice”). The Chief Executive Officers (or other senior executives with the power to resolve the dispute) shall meet together within seven business days of receipt of the Notice to attempt to resolve the dispute. If the dispute is not resolved within 14 business days of the parties’ first meeting, only then may either party refer the dispute to the courts of Victoria;

7.16 The Installer/Supplier and/or the Owner retain operational control (pursuant to the National Greenhouse and Energy Reporting Act 2007 (Cth)) of the eligible premises;

7.17 The parties acknowledge that the Office of Renewable Energy Regulator’s ’s duties will be transferred to the Clean Energy Regulator pursuant to the Clean Energy Regulator Act 2011 and the Clean Energy (Consequential Amendments) Act 2011 or as otherwise stated;

7.18 The Installer/Supplier warrants that it will not register a “financing statement” or otherwise perfect a “security interest” over any “personal property” of GBET unless expressly agreed in writing. However, GBET may register a “financing statement” over the “personal property” of the Installer/Supplier if so desired. The terms in quotation marks have the meaning described in the Personal Property Securities Act 2009 (Cth) (“PPSA”); and

7.19 The parties must account for any GST payable on the transactions in accordance with “A New Tax System (Goods and Services Tax) Act 1999”.

7.20 The GBET Privacy Policy is available on our website in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The policy includes information about how we cod store your “personal information” as an “individual” as well as how you can complain about a breach of the APPs and how to make a complaint. We are highly unlikely to disclose your “personal information” overseas as we primarily deal in mainly domestic transactions http://green-bank.com.au/priva...

VEECs

Definitions

Unless specifically defined in this Agreement, definitions in this Agreement reflect the definitions and terminology used in the Victorian Energy Efficiency Target Act 2007 ("Act"); and the Victorian Energy Efficiency Target Regulations 2008 ("Regulations") and the Victorian Energy Efficiency Target Guidelines June 2016 ("Guidelines") as amended. Terms defined in the Act, Regulations and Guidelines are identified in Italics below.

”GBET” means: GB Environmental Trading Pty Ltd (ACN: 604 328 734)

Consideration

Both parties agree that by entering into this Agreement the consideration granted for each party's mutual performance is satisfied through these exchanges of promises.

Recitals

The Victorian Energy Efficiency Target Scheme ("VEET Scheme”) commenced on 1 January 2009 and was established by the Act establishing the broad framework of the VEET Scheme which provides a financial incentive to consumers of electricity or gas (s.16 (2)) at residential premises ("Owners”) to reduce their consumption and greenhouse gases that would otherwise not have occurred if the prescribed activities (s.15) were not undertaken (Regulation 1(a)).

A. Certificates may only be created by: the consumer (s.16 (1) (a)); or a holder of an assignment of the right to create a certificate (s.16 (1) (b) & 16(3)), in both instances, who is an accredited person (s.16(1)).

B. The Regulations provide more specific Guideline on what prescribed activities may be undertaken for which certificates maybe created (as detailed in Regulation 6(a) & Schedule 1 to Regulation 6(z) & Schedule 26 inclusive); the manner in which the right to create certificates maybe assigned (Regulation 6A & 6B); Record Keeping (Regulation 6B); conditions, methodology and timing of certificate creation (Regulation 7, 8, 10); and register of products (Regulation 9).

C. The VEET Scheme Target ("VEET Target") (s.30) is allocated to relevant entities, which can meet their VEET Target by surrendering certificates created by accredited persons. The Essential Services Commission ("ESC") is the Scheme Administrator (s.7).

D. The Contractor contracts with the Owner for the supply and/or installation of prescribed activities at the premises (“Services”). Following the provision of Services, the Contractor arranges for the Owner to assign to GBET the right to create certificates by an independent VEEC Assignment Form (available on the website www.green-bank.com.au/forms/) between GBT and the Owners. ("VEET Scheme Assignment Form”).

E. The Contractor will use its reasonable endeavours to arrange for the Owners to assign to GBET the right to create certificates on the basis that, in exchange for the assignment to GBET, GBET will pay to the Contractor on the original consumer's behalf, for the Services as a point of sale payment. When directed by GBET, the Contractor will use paper forms to assign any certificates to GBT.

F. This Agreement includes the Recitals and governs the contractual relationship between the parties during the term of this Agreement for every Service by the Contractor resulting in a VEET Scheme Assignment Form being received by GBET.

Agreement

1. Conduct of Contractor's business

1.1 The Contractor acknowledges there is a penalty for providing misleading information to GBET and the Essential Services Commission (ESC) under the Act, Regulations and Guideline.

1.2 The Contractor represents and warrants that it will:

(a) comply with the Act, Regulations, Guideline, standards, other ESC Guideline and all other applicable foreseeable laws and Guidelines relating to the Services and the assignment of certificates including, without limitation, laws concerning misleading and deceptive conduct, fair trading and consumer protection;

(b) Acknowledge that GBET is relying on the information provided by the Contractor to create and register certificates;

(c) inform GBET within seven business days of first becoming aware of any facts or opinions that the Contractor believes are likely to be relevant in relation to the registration of certificates whether advantageous or disadvantageous to the interests of GBT (e.g. Suspicious counterfeit products);

(d) Provide additional audit and other information required by the ESC within the timeframe under the Act/Regulations/Guideline or earlier if requested by GBET;

(e) Refund any monies if paid incorrectly, due to duplication of forms administration error, or certificates are not able to be registered.

(f) prior to commencing the Services or as requested by GBET:

(i) Provide GBET with a current list of contractors working for the Contractor to perform the Services in regards to the VEET scheme. The Contractor warrants that it will inform GBET of any contractor who is no longer working on its behalf or any newly appointed Contractors;

(ii) Provide GBET with a copy of a current drivers, electrical and or plumbing license photo identification of all its current contractors;

(iii) And annually, provide GBET with a copy of it’s and/or the commissioning contractor's public liability policy plus a current certificate of currency and evidence that all premiums payable have been paid and in full form and effect (Guideline Note 4.3);

(g) Not pre date or pre sign any VEET Scheme Assignment Forms before the Services have occurred;

(h) The Contractor who signs the VEET Scheme Assignment Form must have viewed/supervised the Services at the site specified on the VEET Scheme Assignment Form;

(i) Indemnify GBET for any direct/indirect/consequential losses GBET may suffer due to the Contractor (or its employees or contractors) committing either a material breach (including but not limited to an insolvency related event, serious breach or persistent breach of this Agreement ("Material Breach"), or fraud or negligence in the following instances (without limitation), namely:

(i) GBET is required to surrender any of its certificates or make good;

(ii) GBET’s accreditation is cancelled or suspended under the Act, Regulations, Guideline or other law;

(iii) Enforcement action is taken by the ESC or other third party for breach of the Act, Regulations, Guideline or other law

(iv) GBET is required to purchase certificates from a third party

(v) Any GST liability for which the Contractor is solely liable arising from the Services

(vi) GBET incurs non-refundable certificate registration fees due to any certificate not being registrable

(vii) The ESC imposes restrictive conditions on to GBET’s accreditation.

(viii) Any liability incurred by GBET due to damage, modification or loss of the Web Application

(j) The Contractor will keep all records in respect of any Services in which a VEET Scheme Assignment Form was received by GBET for six (6) years from the date of the VEET Scheme Assignment Form and will provide such records to GBET within seven business days following GBET’s request;

(k) The Contractor must provide to GBET all the following information, unless otherwise specified, within seven business days of Service:

(i) That the Owner has not previously made another assignment in respect of this or any other similar Service at their address unless otherwise prescribed (Regulation 8);

(ii) That the ESC will require in respect of the Services;

(ii) That the Services are not required to comply with the Building Code (Regulation 10(1)(a)) or other nominated statutory requirement; including but not limited to the Electricity Safety Act 1998, the Gas Safety Act 1997, the Occupational Health and Safety Act 2004 or the Building Act 1993 (Regulation 10(1)(c) and Guideline Note 5.3);

(iii) A copy of the tax receipt issued to the Owner for the Services;

(iv) That the Owner is solely contractually liable for the electricity or gas and if not, has the authority to assign the right to create certificates GBET on their behalf

(v) Provide written evidence that all individuals undertaking Services comply with the relevant training requirements (Guideline Note 6.2.2); and

(vi) Confirming that any electrical wiring associated with the Services was undertaken by an electrical worker holding an unrestricted license for electrical work in the relevant State or Territory;

1.3 In dealing with an Owner wanting to assign to GBT the right to create certificates, the Contractor must:

(a) Communicate to the Owner the eligibility rules and methods of calculating certificates for the prescribed activities;

(b) Confirm that the person signing the form is in fact the Owner and is over eighteen (18) years of age;

(c) Inform the Owner that once the certificates are assigned to GBT by them, the Owners release and extinguish their rights to the certificates;

(d) Clearly explain to the Owner that certificates are currently a share like interest and that the price of certificates is dependent on supply and demand in the market for certificates;

(e) Use GBET’s current VEET Scheme Assignment Form and other relevant forms;

(f) before the Owner signs the current VEET Scheme Assignment Form inform the Owner that they must not assign certificates to a third party after signing the VEET Scheme Assignment Form or ask Owners to sign two VEET Scheme Assignment Forms (Regulation 8)

(g) Collect from the Owner and forward to GBET all the necessary information to support the assignment of the right to create certificates from the Owner to GBET (Guideline Note 8.6;

(h) Provide a copy of the VEET Scheme Assignment Form and other relevant documents to the Owner (Guideline Note 8.8);

(i) Confirm that it will keep all information supplied by the Owner to the Contractor in accordance with the Information Privacy Act 2000 (Vic).

1.4 Without limiting the Contractor's obligations under clauses 1.2 and 1.3 the Contractor must:

(a) At all times conduct its business in a manner that will not detrimentally impact on the name and/or reputation of GBET;

(b) Not describe, represent or warrant itself as an employee, agent or representative of GBET except as authorized by this Agreement;

(c) Distribute forms and promotional material provided by GBET;

(d) Follow GBET's reasonable instructions in relation to the Contractor's obligations under this Agreement;

(e) Train and educate its employees and contractors about GBET's business and processes;

(f) Work with GBET to make every effort to avoid/resolve providing duplicate serial numbers, improper creations or over creations of certificates; and

(g) Keep up to date with relevant prescribed activities and products and warrants that any certificate assigned to GBT is for a prescribed activity.

2. Payment Terms

2.1 GBET payment terms are Nett [ten (10) to fourteen (14)] business days after receipt of a fully completed and correct VEET Scheme Assignment Form including all required supporting documents

2.2 GBET may withhold payment and/or set-off any amounts of money claimed by the installer/supplier due to any incorrect or overpayment by GBET to the installer/supplier on an earlier transaction

3 Term of Agreement

3.1 This Agreement establishes the contractual relationship between the parties for each and every Service resulting in a VEET Scheme Assignment Form being received by GBET from the Contractor.

3.2 This Agreement commences on the earlier occurrence of:

(a) the date of this Agreement; or

(b) the date when an VEET Scheme Assignment Form is received from the Contractor by GBET (as long as a copy of this Agreement has been provided to the Contractor either before the commencement of the Service or within twenty one (21) business days following the receipt of the VEET Scheme Assignment Form by GBET). ("Commencement Date")

3.3 This Agreement will continue from the Commencement Date for a period of twelve (12) calendar months following, which it will expire. The Agreement will automatically be extended for a further period of twelve (12) calendar months once only if:

(a) A VEET Scheme Assignment Form is received by GBET from the Contractor after expiry of this Agreement; or

(b) The parties agree in writing to extend the term.

3.4 Notwithstanding clause 3.1-3.3 or 4 of this Agreement, the parties acknowledge that clauses 1.2(c), (d), (e), (i), (j), (k), 1.3, 1.4, 5, 7 & 8 will continue post expiry or termination of this Agreement.

4. Termination

GBET may terminate this Agreement:

4.1 For a Material Breach of this Agreement; and/or

4.2 For a Fraudulent/negligent act or omission by the Contractor (or its employees/contractors); and/or

4.3 By agreement between the parties; and/or

4.4 If, in the sole discretion of GBET, the Installer/Supplier has not acted in good faith, honestly and reasonably towards GBET, Owners or other relevant third parties

The Agreement will automatically terminate on the expiry or termination of the VEET Scheme.

5. Consequences of Termination

If GBET terminates this Agreement in accordance with clauses 4.1 or 4.2, the Contractor represents and warrants that it will:

5.1 continue to comply with its continuing obligations under clause 3.4 of this Agreement;

5.2 if required, rectify any Service to the standards required under this Agreement as well as facilitate the assignment of the certificates from the Owners to GBET; and

5.3 Compensate GBET for its direct/indirect/consequential loses in having the Contractor (or a third party) rectify the Services to the standards required plus the cost of any certificates not able to be registered by GBET.

6. GBT Warranties

Subject to the Contractors obligations under this Agreement, GBET warrants to the Contractor that:

6.1 It is an accredited person in accordance with sections 9 & 12 of the Act and Guideline Note 3 & 4;

6.2 All certificates submitted to ESC for registration will be in the approved form in accordance with sections 16-19; 21& 22 of the Act and Guideline Note 7; and

6.3 If its accreditation is suspended or cancelled pursuant to clause 14 of the Act it will immediately notify the Contractor.

7. General Requirements

The parties acknowledge and agree the following:

7.1 This Agreement is subject to the laws and exclusive jurisdiction of Victoria;

7.2 This is the entire Agreement of the parties;

7.3 No term of this Agreement is waived unless agreed in writing;

7.4 This Agreement will not be invalid, unenforceable or unlawful, simply because one provision of the Agreement is such;

7.5 GBET does not represent, warrant or guarantee the technical capacity and/or efficiency of any Service;

7.6 The Contractor is an independent contractor

7.7 This Agreement may be executed in counterparts so that each party executes their own version and exchanges with the other party to form a binding Agreement;

7.8 Any variation or extension to this Agreement must be agreed between the parties in writing;

7.9 The Contractor acknowledges that GBET may publicly reference the name of the Contractor following a breach of this Agreement on its website or to a relevant third party;

7.10 Nothing in this Agreement shall be construed against GBET simply because the Agreement was drafted by GBET and the Contractor warrants that it procured legal advice prior to the Commencement Date;

7.11 Where several words precede a general word and point to a confirmed meaning the general word shall not limit the meaning of such words, subjects or classes listed;

7.12 GBET may set-off any amounts owed by GBT to the Contractor with any amounts the Contractor owes to GBET;

7.13 If GBET requests the Contractor to perform any obligations under this Agreement as a matter of urgency, then such action shall be taken as a matter of priority to the Contractor's other contractual arrangements;

7.14 No party will disclose any information that a reasonable person would consider to be confidential in nature, including pricing, without the other parties written consent or unless required to do so by law, for the purpose of legal proceedings, if the information is already in the public domain, or if the information was received from a third party; and

7.15 If a dispute arises in connection with this Agreement, then the party in dispute shall issue to the other party a notice of dispute ("Notice”). The Chief Executive Officers (or other senior executives with the power to resolve the dispute) shall meet together within seven business days of receipt of the Notice to attempt to resolve the dispute. If the dispute is not resolved within fourteen (14) business days of the parties' first meeting, only then may either party refer the dispute to the courts of Victoria.

7.16 The Contractor warrants that it will not register a “financing statement” or otherwise perfect a “security interest” over any “personal property” of GBET unless expressly agreed in writing. However. GBET may register a “financing statement” over the “personal property” of the Contractor if so desired. The terms in quotation marks have the meaning described in the Personal Property Securities Act 2009 (Cth) (“PPSA”)

7.17 The GBET Privacy Policy is available on our website in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The policy includes information about how we could store your “personal information” as an “individual” as well as how you can complain about a breach of the APPs and how to make a complaint. We are highly unlikely to disclose your “personal information” overseas as we primarily deal in mainly domestic transactions.