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Please read this carefully as it sets out what you need to know about the terms and conditions of the Products and Services to be provided to You by Us. 

These terms and conditions ("Terms") govern the use of the demand response energy platform ("Platform") provided by Village Energy Pty. Ltd. ("Company"). By accessing and using the Platform, you ("User") agree to be bound by these Terms. If you do not agree with any provision of these Terms, please do not use the Platform. 

These are general terms and conditions and the specific requirements may vary based on User’s business model.  

1. Platform Use 

 

1.1 Eligibility: The Platform for the pilot is available to utilities (retailer/network operator), a large residential establishment, and other authorized participants ("Participants") who meet the eligibility criteria defined by the Company. Participants must comply with all applicable laws, regulations, and industry standards. 

 

1.2 License: The Company grants Users a non-exclusive, non-transferable license to access and use the Platform for the purpose of demand response energy management during the term of this agreement. 

 

1.3 Prohibited Use: Users shall not use the Platform for any illegal, fraudulent, or unauthorized purposes. Users shall not modify, reverse engineer, or attempt to gain unauthorized access to the Platform or its underlying systems. Users shall not distribute, sell, or lease the Platform or any of its components without the express written permission of the Company. 

 

1.4 Trial Period: The license to access and use the Platform for the purpose of demand response energy management during the term of this agreement is for a trial period of 6 months starting from the date of acceptance of the Terms. 

2. Data and Privacy 

 

2.1 Data Collection: The Company may collect and process data related to User's energy consumption, demand response events, and other relevant information ("Data") as part of the Platform's operation. By using the Platform, Users grant the Company the right to collect, store, analyze, and utilize the Data in accordance with the Company's privacy policy. 

 

2.2 Data Ownership: Users retain ownership of their Data. However, Users grant the Company a non-exclusive, royalty-free license to use the Data to provide and improve the Platform's functionality, develop aggregated and anonymized statistical information, and comply with legal obligations. 

 

2.3 Confidentiality: The Company shall handle User's Data in accordance with industry best practices and take reasonable measures to protect the confidentiality of the Data. However, the Company shall not be liable for any unauthorized access, loss, or disclosure of Data beyond its reasonable control. 

3. Limitation of Liability 

 

3.1 Disclaimer: The Platform is provided "as is" without any warranties or representations of any kind, whether express or implied. The Company disclaims all warranties, including but not limited to, fitness for a particular purpose, merchantability, and non-infringement. 

 

3.2 Limitation of Liability: To the maximum extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Platform, even if advised of the possibility of such damages. In no event shall the Company's total liability exceed the amount paid by the User, if any, for accessing the Platform during the twelve (12) months preceding the claim. 

 

4. Termination 

 

4.1 Termination: Either party may terminate the User's access to the Platform at any time and for any reason. Upon termination, User shall cease all use of the Platform and return or destroy any confidential information obtained during the use of the Platform. 

 

4.2 Survival: Sections 2 (Data and Privacy), 3 (Limitation of Liability), 5 (Governing Law and Jurisdiction), and any other provisions necessary for the interpretation or enforcement of these Terms shall survive termination. 

5. Governing Law and Jurisdiction 

 

5.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles. 

 

5.2 Jurisdiction: Any legal action, suit, or proceeding arising out of or relating to 

these Terms shall be exclusively brought in the state or federal courts located in [Jurisdiction], and the parties hereby consent to the personal jurisdiction and venue of such courts. 

6. Modifications 

 

6.1 Amendments: The Company reserves the right to modify or update these Terms at any time without prior notice. Users will be notified of any material changes to the Terms. Continued use of the Platform after the effective date of the modifications constitutes acceptance of the updated Terms. 

7. Variations and change in law  

 

7.1 We may by written notice to You immediately vary this Agreement:  

as We consider necessary to accommodate any change in any Regulatory Requirements or  where We are permitted to do so by a Regulatory Requirement;  to make a change that You have requested or expressly consented to;  

to make an administrative or typographical change; or  to make the terms of this Agreement more favourable to You; or  

if We can demonstrate that due to a change in Regulatory Requirements a cost associated with the supply of the Services has increased after the commencement of the DER Management Services Term, we may decrease the value of the Credits by a reasonable corresponding amount; and  such variation will be deemed to be incorporated into this Agreement.  

  

7.2 We may by written notice to You request to vary this Agreement in circumstances other than set out in clause 8(a) above and upon receipt of the notice, You can either:  accept the proposed variation and the Agreement will continue with the variation; or  opt not to accept the proposed variation and terminate the Agreement in accordance with clause 9.2(a).  

 

 

8. General warranties  

 

8.1 Despite anything to the contrary in this Agreement, to the extent that You receive DER Management Services from Us as a consumer within the meaning of the Australian Consumer Law,   You may have certain guarantees, rights and remedies under the Australian Consumer Law (including consumer guarantee right that the DER Management Services We provide to You will be of acceptable quality, fit for the purpose disclosed and carried out by Us with due care and skill) that cannot be excluded, restricted or modified by agreement.  

 

8.2 Nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would:  

i. contravene that statute; or  

ii. cause any term of this Agreement to be void.  

 

9. Intellectual Property  

 

9.1 Intellectual Property owned by either party at the commencement of this Agreement remains the property of that party.  

 

9.2 Any Intellectual Property developed or created during the performance of this Agreement vests in    Us immediately upon its creation and You assign all right, title and interest in such Intellectual Property to Us and will do any further acts or execute any documents required by Us to effect such assignment.  

 

9.3 Without limiting any other clause of this Agreement, to the extent You provide, submit, send or receive information or content in which You own Intellectual Property to Us under or in connection with this Agreement, You provide us with a perpetual royalty-free worldwide license to use, reproduce, modify, adapt and create derivative works in such Intellectual Property for the purposes of improving and developing our products and services.  

 

10. Privacy and Confidential Information  

Without limiting any other provision of this Agreement:  

 

10.1 The information and Data collected by Us may include personal information within the meaning of the Privacy Act 1988 (Cth). We may otherwise collect, use and disclose Your personal information in accordance with Our privacy policy, which is available at: www.village.energy, and which provides further details about the personal information          We collect, what We do with it, where We send it, the credit reporting bodies We use and Your opt-out, access, correction and complaint rights with Us.  

 

10.2 We may disclose personal information obtained in accordance with this Agreement to:  

i.Our Related Bodies Corporate; or  

ii.third parties outside Australia as set out in the privacy policy referred to in clause 13(a), and You acknowledge that while these third parties will often be subject to privacy and confidentiality obligations:  

a. they may not always comply with those obligations or those obligations may differ  from Australian privacy laws;  

b. We will not be accountable for the third party under the Privacy Act 1988 (Cth);  

c. You may not be able to seek redress under the Privacy Act 1988 (Cth); and   

d. the third party may be subject to foreign laws which might compel further disclosures of personal information (e.g. to Government Agencies);  

i. promote and market and sell services to You on an ongoing basis, including through telephone and Electronic Means, unless You opt out.  

  

11. Liability  

 

11.1 You acknowledge and agree that the information and Data or reports You receive in connection with the DER Management Services may be incomplete or vary from the data and information recorded by other metering devices, including any network electricity meter at the Supply Address.  For clarity, in the event of any discrepancy, the network electricity meter will take precedence.  

 

11.2 To the extent permitted by law, We are not liable for any loss, harm, damage, cost, expense (including legal fees) or third party claims, or in the nature of special, indirect, consequential loss or damage, which You suffer, incur or are liable for, including arising directly or indirectly from:  

i. any property damage (including damage to the Operated Product and the property at the Supply Address) caused by the DER Management Services;  

ii. any errors, viruses or bugs present in or arising from the DER Management Services or any incompatibility of the DER Management Services with any other software or  hardware;  

iii. any damage caused to the Operated Product, or other inability to utilise the Operated Product, due to hardware or software upgrades initiated by the manufacturer;  

iv. the Operated Product, any other Operated Product on the Supply Address, or any electricity charges payable by You under Your Electricity Supply Agreement or to another   retailer or Your distributor; or  

v. any cost or expense (including legal fees), or in the nature of special, indirect or consequential loss or damage (including, without limitation, economic loss (including increased electricity costs, loss of solar output, loss of stored solar energy, disruption of energy supply or storage, loss of revenue including any feed-in tariff or profit or any reduction in capital value of the Supply Address), loss of contract, loss of profit or revenue  or loss of opportunity.  

  

12. Application of laws  

 

12.1 Nothing in this Agreement limits or excludes the rights, powers and remedies that We have at law (including under the Energy Operators (Powers) Act 1979 (WA) and the Electricity Corporation Act 1994 (WA)) or in equity or otherwise excludes any consent You are deemed to have given Us under section 46(9) of the Energy Operators (Powers) Act 1979 (WA).  

 

12.2 This Agreement also does not in any way limit Our obligation to comply with the lawful directions of the Minister for Energy or the Coordinator of Energy or the Director of Energy Safety in relation to emergencies and safety or otherwise.  

13. Force Majeure Event  

 

13.1 If an event outside Our or Your reasonable control (Force Majeure Event) prevents Us or You from complying with any obligations under this Agreement, those obligations will be suspended for  the duration of the Force Majeure Event (other than any obligation to pay money).  

 

13.2 The party affected by the Force Majeure Event must use its best endeavours to:  

i. give the other party prompt notice of, and full details about, the Force Majeure Event; and  

ii. minimise, overcome or remove the Force Majeure Event as quickly as practicable (however, this will not require either party to settle any industrial dispute).  

 

13.3 The party affected by the Force Majeure Event must advise the other party about:  

i. the likely duration of that event;  

ii. the obligations affected by that event;  

iii. the extent to which those obligations will be affected; and  

iv. the steps that will be taken to minimise, overcome or remove those effects.  

 

13.4 For the purposes of clause 16(b)(i), and only if the Force Majeure Event is widespread, Our requirement to give You prompt notice is satisfied if We make the necessary information available by way of providing a 24 hour telephone service within 30 minutes of being advised of the Force  Majeure Event, or otherwise as soon as practicable.  

14. Assignment  

 

14.1 We may assign, transfer or novate Our rights and obligations under this Agreement to another person at any time:  

i. by notice to You, if:  

ii. that person is a Related Body Corporate of Us; or  

iii. that assignment, transfer or novation forms part of the transfer of all or a substantial part    of Our energy business to that other person.  

 

14.2 Unless otherwise agreed under this Agreement, You cannot assign, transfer or novate Your rights and obligations under this Agreement to any third party.  

  

15. Notices  

 

15.1 Except where otherwise specified in this Agreement or required under Regulatory Requirements, any communication between the parties under this Agreement may be in person, in writing, by telephone or by Electronic Means.  

 

15.2 Any communication under this Agreement required to be in writing may be made by mail or Electronic Means capable of generating a delivery confirmation report.  

 

15.3 Any written communication by You or Us is deemed to have been received:  

i. if sent by mail, the estimated delivery time of ordinary post as published by Australia Post; or  

ii. if sent by Electronic Means, on the earlier of receipt of delivery confirmation or the day of transmission (unless otherwise notified that delivery of the communication was unsuccessful or delayed).  

 

16. Complaint handling and dispute resolution  

 

16.1 If You have a query or complaint, You may contact Us in writing or by telephone.  

 

16.2 We will address any complaints in accordance with Our complaints handling and dispute resolution procedure, which is available on request.  

 

16.3 We will inform You of the outcome of Your complaint. If You are not satisfied with our response to Your complaint, You may refer Your complaint to the energy ombudsman in the State in which Your Supply Address is located.  

 

17. Waiver  

Except as otherwise provided in this Agreement, a right created under this Agreement may only be waived    in writing signed by the party granting the waiver.  

  

18. Severability  

If any part of this Agreement is or becomes illegal, void or unenforceable, this does not invalidate the rest of this Agreement, which will remain in full force and effect.  

  

19. Applicable law  

This Agreement is governed by the laws in force in the State in which Your Supply Address is located. The parties submit to the non-exclusive jurisdiction of the courts in that State.  

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