Who does this agreement apply to?
1.1 This agreement is between
(a) Shine Hub Pty Ltd A.C.N. 614 356 (“Shine Hub”), referred to as “we or “us”; and
(b) the customer named in the VPP Services Application, referred to as “you”.
What is this agreement made up of?
1.2 This agreement is made up of:
(a) These Terms and Conditions; and
(b) The VPP Services Application.
What does this agreement cover?
1.3 This agreement covers the terms and conditions agreed between the parties for us to provide you with Virtual Power Plant Services.
What does our service include?
1.4 Our services to you include:
(a) Connecting to your inverter to the Virtual Power Plant network via the internet;
(b) Reading the data from your inverter to provide information required to operate the virtual power plant. This includes, but is not limited to, home energy usage, solar panel electricity production, battery charge information, system voltage, and grid voltage.
(c) Charging and/or discharging your battery according to the demands of the virtual power plant.
(d) Providing you with information about each virtual power plant event in regard to how much battery power was charged and/or discharged during the event.
When does this agreement start and end?
1.5 This agreement will commence on the date the following conditions are satisfied:
(a) we approve the Electricity Retail Agreement you entered into with the Retailer;
(b) you provide us with evidence, document and information showing that the Solar Generation Unit is installed and configured to our satisfaction; and
(c) we install and test any VPP Services enabling software on the your Solar Generation Unit and is satisfied that the VPP Services are properly functioning.
and will continue until terminated in accordance with this agreement.
- Installation and Access
By accepting these Terms and Conditions, you allow us to:
(a) configure and install necessary software on the Solar Generation Unit;
(b) monitor, control and manage the Solar Generation Unit;
(c) obtain, use and share data or system information from the Solar Generation Unit with relevant parties for the purpose of provision of the VPP Services; and
(d) carry out necessary diagnosis and trouble-shooting on the Solar Generation Unit;
either remotely or, where reasonable notice is given, physically on the Premises, to enable the ongoing provision of the VPP Services.
- System Control
3.1 You acknowledge and agree that the provision of VPP Services would involve storing, charging and discharging electricity in or from your Energy Storage Unit within the Limit as prescribed in the VPP Services Application.
3.2 Where no Limit is prescribed by the VPP Services Application, we may operate and configure the Energy Storage Unit at its sole discretion.
- Your Obligations
4.1 So that we may properly carry out services for you, you must:
(a) at all times ensure that the Solar Generation Unit is properly connected to internet;
(b) not do anything, or allowing a third party to do anything, that might cause interference with the proper functioning and data of the Solar Generation Unit without our approval, including but not limited to installation of third party software and hardware, modifying existing software and the Solar Generation Unit;
(c) upon our request, provide us with reasonable assistance for the purpose of provision of the Services, including obtaining system information and data under our reasonable instructions;
(d) at all times observe and comply with the Electricity Retail Agreement and any other agreement that affect the use of the Solar Generation Unit;
(e) take reasonable steps at your own costs to ensure the proper functioning of the Solar Generation Unit;
(f) immediately notify us of any circumstance that might interfere with the proper functioning of the Solar Generation Unit;
(g) immediately notify us of any changes in the arrangement between the you and the Retailer, including but not limited to a change of Retailer or change of electricity plan with the same Retailer; and
(h) advise us of any restrictions in relation to the use of the Solar Generation Unit for VPP Services.
- Your Promises
You promise that:
(a) any information you provide to the us and the Retailer in entering this agreement and the Electricity Retail Agreement is true and accurate;
(b) you have obtained all necessary consent and approval for the installation and usage of the Solar Generation Unit, including using the same for VPP Services;
(c) the Solar Generation Unit was installed by qualified personnel;
(d) you have made reasonable enquiries as to the suitability of the Solar Generation Unit for providing VPP Services; and
(e) you have assessed the economic benefit for using the VPP Services in accordance with its individual circumstances and is not relying on any representation or promise from us in that regard in entering into this agreement.
- Maintenance and Outage
6.1 Whilst we would try our best to ensure the stability of our services, our system could from time to time subject to maintenance or experience system outage.
6.2 You agree that such maintenance and outage as long as within reasonable length or frequency, are normal and would not cause loss or damages to you and you would not make claim against us for such maintenance and outage.
- Your Payment
7.1 You acknowledge that you would be compensated for our usage of your Energy Storage Unit by way of rebate or credit directly through the Retailer, but not from us. We are under no obligation whatsoever to pay you for the usage of the Energy Storage Unit for VPP Services.
7.2 Unless the Electricity Retail Agreement is terminated, you shall make the Energy Storage Unit continuously available to us, despite any dispute you may have with the Retailer or other parties.
8.1 You acknowledge and agree that, we shall not be liable for any loss or damages caused by a failure or defect of the Solar Generation Unit. You would not make a claim against us for any liabilities for such failure and defect unless it is caused by a willful act of us.
- How Could This Agreement be Ended?
9.1 Either you or us may terminate this agreement without cause on 30 days written notice to the other party.
9.2 This agreement is deemed to be terminated, if:
(a) the Electricity Retail Agreement is terminated;
(b) You cease to be the owner of the Premises or, in the event that the you are a tenant of the Premises, ceases to be the tenant of the Premises;
9.3 You may terminate this agreement by 7 days written notice to us, if we are in breach of this agreement and the breach is not remedied within 7 days upon receiving written notice from you;
9.4 We may terminate this agreement by 7 days written notice to you, if
(a) you breach this agreement or the Electricity Retail Agreement, the breach is not remedied within 7 days upon receiving written notice from us or the Retailer;
(b) any information or document provided by you before the entering of this agreement is found to be inaccurate, misleading or incorrect;
(c) in our reasonable opinion, the Solar Generation Unit is rendered unsafe or unsuitable for the provision of the VPP Services; and
(d) the cooperation between us and the Retailer for providing the VPP Services is terminated.
- What Happens after Agreement Ends?
10.1 On expiry or termination of this agreement, We will:
(a) return the Solar Generation Unit to its settings prior to the provision of the VPP Services;
(b) cease to perform any charging or discharging of your battery; and
(c) notify the Retailer of the termination of this agreement.
11.1 The existence and terms of this agreement and information provided in connection with its performance are confidential and the parties must treat this information confidentially. They must not, and must ensure that any person who with approval receives the information does not, disclose any of the information in any form to anyone else or use any of the information except to perform its obligations under this agreement.
- Entire Agreement
12.1 This agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this agreement, and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this agreement.
- How Could This Agreement be Varied?
13.1 An amendment or variation to this agreement is not effective unless it is in writing and signed by all the parties.
- What Happens if There is a Dispute?
If a dispute arises between the parties, the complainant must not commence any court or arbitration proceedings, except where that party seeks urgent interlocutory relief, unless it has first complied with this clause:
The complainant must inform the respondent in writing of the following:
(a) The nature of the dispute;
(b) The outcome the complainant desires, and
(c) The action the complainant believes will settle the dispute.
14.2 Endeavour to resolve dispute
On receipt of the complaint by the respondent, both parties will make every effort to resolve the dispute by mutual negotiation within 14 business days.
Any unresolved dispute or difference whatsoever arising out of or in connection with this agreement shall be submitted to mediation under the Mediation Rules of the Resolution Institute.
14.4 Survival of this clause
This clause survives termination of this agreement.
- Waiver and amendments
Any waiver by any party to a breach of this agreement shall not be deemed to be a waiver of a subsequent breach of the same or of a different kind.
- Events beyond control
Neither party shall be liable to the other party for any loss caused by any failure to observe the terms and conditions of this agreement, where such failure is occasioned by causes beyond its reasonable control including but not limited to by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities.
If anything in this agreement is unenforceable, illegal or void, it is severed and the rest of the agreement remains in force.
18.1 A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:
(a) Delivered personally; or
(b) Posted to their address when it will be treated as having been received on the second business day after posting; or
(c) Faxed to their facsimile number when it will be treated as received when it is transmitted; or
(d) Sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.
- Meaning of Capitalised Terms in this Agreement
19.1 In this agreement, unless the context otherwise requires the following words and expressions have the following meanings:
(a) Electricity Retail Agreement means the agreement to provide electricity at the Premises between the you and the Retailer;
(b) Energy Storage Unit means the battery or batteries of the Solar Generation Unit;
(c) Limit means any limitation set out in the VPP Services Application for us to charge or discharge the Energy Storage Unit;
(d) Premises means the address specified on the VPP Services Application at which the Solar Generation Unit is installed;
(e) Retailer means the Retailer named in the VPP Services Applicationor another Retailer that is approved by us from time to time, with whom you enter into an an agreement for the provision of electricity at the Premises;
(f) Solar Generation Unit means the photovoltaic system installed at the Premises, including the solar panel, battery, inverter, cable, tilting frame and any accessories that forms a part of the system;
(g) VPP Services Application means the application completed by you in applying for the provision of the VPP Services; and
(h) VPP Services means the services specified in the section entitled “what does our service include”.