Terms of Service

Welcome to 123STC. We provide a job management and trading account (Trading Account) and an Installer Verification mobile application (Installer App) (collectively, the Platform) within the Australian Renewable Energy Target (RET) framework. The Platform is designed for the Small-scale Renewable Energy Scheme (SRES).

The exclusive agent for the Trading Account is Habitat Energy Systems 35 606 144 361(Habitat). Habitat acts as a Small-scale Technology Certificate (STC) agent, facilitating the creation, validation and trading of STCs assigned to it by Owners. STCs are generated when eligible renewable energy systems, such as solar photovoltaic and battery-connected solar PV small generation units, are installed.

These Terms apply to holders of a 123STC Trading Account. A separate set of terms applies to Installer Accounts; if you require both, you must accept both sets of terms separately.

In these Terms, when we say you or your, we mean the holder of a Trading Account (and any organisation you are authorised to represent, such as your employer). When we say we, us, or our, we mean Red Dirt Equities Pty Ltd t/as 123STC (ABN 60 685 240 180) and Habitat.

These Terms form our contract with you and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning unless context requires an alternative meaning to give business like effect to the term. You can find a list of the defined words and their meanings at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: admin@123stc.com.au.

Our Disclosures

Please read these Terms carefully before you accept. We draw your attention to:

• Clause 13 (Liability) sets out exclusions and limitations to our liability under these Terms;

• Clause 6 (Potential Breach, Suspension and Termination) sets out circumstances in which we may suspend or terminate your access to the Platform;

• Clause 7.4 (Price Selection) sets out that, once you have selected an Offered Price for an STC Application, that selection is irrevocable and cannot be changed;

• Clause 7.12 (Recovery for Invalid STCs) sets out when you may be required to refund an STC Payment to us, and when we are entitled to withhold or set off money payable to you; and

• Clause 4 (Submission of STC Applications and Owner Assignment) confirms that the Owner — not you — is the person in whom the right to create STCs vests, and explains that the STC Payment is consideration for your services in submitting a compliant Application, not the price of any assignment from you.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

1.1 These Terms apply from when you create a Trading Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2 You must be at least 18 years old to use our Platform.

1.3 Variations: We may amend these Terms at any time by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice has been provided to you on the Platform, you agree to the amended Terms. If you do not agree to the amendment, you must close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

2. Trading Account

2.1 To sign up for a Trading Account you must create an account on website 123STC.com.au, providing accurate information about you and accept these terms and conditions as part of the account creation. In order to create the Trading Account for the legal person, you represent and warrant that:

(a) you are a director of, or have authority to act on behalf of, the legal person in whose name the account is created;

(b) you created the account under the authority referred to in (a);

(c) your business is involved in the provision of solar PV and solar battery services in Australia at time the account is created and you intend to continue in the provision of those services in the future;

(d) the ABN details provided are accurate;

(e) you, or the legal person that the Trading Account is created for, is not near or at insolvency or bankruptcy (as the case may be); and

(f) you will provide any other documentation we may reasonably require as part of our due diligence.

2.2 We may at our discretion not allow you to use your Trading Account at any time if we have a reasonable basis to believe that you are in breach of any conditions under this agreement.

2.3 We may at our discretion accept or deny your application to create an Account.

2.4 You may invite Authorised Users to access and use our Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.

2.5 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames, passwords and access keys secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.6 You authorise us to make changes to Your Data, account details, STC Applications, or account status based on verbal or written instructions from you or your Authorised Users, provided we have taken reasonable steps to verify the identity of the person providing such instructions. You acknowledge that we may rely on such instructions and you will be bound by any changes made in accordance with such instructions. We may term this service "123STC Assist" or such other name as we determine appropriate.

2.7 If you require changes to your bank details, you must contact us directly to make this change.

2.8 You agree to provide evidence as required by us to confirm your identity, to ensure that the registered account owner is also the owner of the nominated bank account.

3. Our Services

3.1 Subject to your compliance with these Terms, we will provide you with access to our Platform, which enables some or all of the following features, depending on your use requirements (our Services):

(a) For Eligible Systems:

(i) Eligible System Verification: the electronic documentation of installation and verification of panel serial numbers;

(ii) Submission and Creation of STCs: the processing, lodgement, creation and selling of STCs based on Owner-executed STC Assignment Forms procured by Installers; and

(iii) STC Trading: the processing and assignment of all STC rights to your own REC Registry account to trade the STCs on the market yourself, where applicable.

(b) For PRC-specific installation and trading:

(i) NSW PRC Battery Installation Verification: facilitating compliance assessment and audit reporting in collaboration with ACPs;

(ii) Creation of PRCs: the creation, processing and approval or rejection of PRCs by the ACP; and

(iii) PRC Trading: if the PRC is approved, facilitating the sale of the PRC on the Platform at a price set by the ACP.

3.2 Our Services do not constitute, and are not a substitute for, regulatory advice.

3.3 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.

Platform Partners

3.4 Our Platform may advertise goods or services provided by third-party partners (Partner). You acknowledge and agree that:

(a) unless we tell you otherwise in writing, we do not control, approve, or take responsibility for the goods or services provided by Partners. Our role is limited to providing the technological means through the Platform to facilitate this process only;

(b) if you purchase goods or services from a Partner, the Partner provides the goods and services to you, not us. You and the Partner must enter into a separate contractual relationship to set out the rights and responsibilities of the parties outside of your use of the Platform;

(c) the price for goods or services offered by a Partner is entirely the responsibility of the Partner;

(d) we bear no responsibility for making any payments associated with your relationship with a Partner;

(e) if you wish to enter into a contractual relationship with a Partner via the Platform, you authorise and consent to us transmitting and sharing all relevant information (including your name and payment details) with the Partner; and

(f) we may receive a benefit (which may include a commission) should you purchase goods or services from a Partner via our Platform. We will make it clear by notice to you which, if any, Partners we receive a benefit from.

PRC Battery Arrangements (where applicable)

3.5 You acknowledge and agree that:

(a) while we provide the Platform to facilitate compliance assessment and audit reporting, the Installer is solely responsible for ensuring compliance with all relevant standards, regulations and ACP requirements. The ACP is responsible for verifying compliance and approving the battery installation. Our role is limited to providing the technological means through the Platform to facilitate this process. We do not make any determinations regarding compliance or approval of battery installations;

(b) while our Platform facilitates data collection and verification for battery installations, the creation and issuance of PRCs is solely the responsibility of the ACP;

(c) you and the ACP must enter into a separate contractual relationship to set out the rights and responsibilities of the parties outside of your use of our Platform; and

(d) the pricing of PRCs and payments to you for PRCs are entirely the responsibility of the ACP.

3.6 By selecting and registering with an ACP through the 123STC platform, you expressly authorise 123STC to transmit and share all relevant information, data and evidence necessary for your registration with the ACP. You consent to 123STC sharing your payment and banking details with the ACP to facilitate payments to you in connection with the processing and issuance of Peak Reduction Certificates (PRCs).

3.7 You acknowledge and agree that 123STC will issue a Recipient Created Tax Invoice (RCTI) on behalf of your ACP for payments made to you by the ACP in respect of PRCs created on the 123STC Platform. 123STC bears no responsibility for making any payments associated with PRCs; that obligation rests entirely with the ACP. By registering with the ACP, you accept and agree to this arrangement.

4. Submission of STC Applications and Owner Assignment

4.1 Owner is the rights holder. You acknowledge and agree that, under the RET Legislation, the right to create STCs in respect of an Eligible System initially vests in the Owner of that Eligible System. You do not hold, and these Terms do not purport to grant or transfer to us, any right, title or interest in any STC. The STC Payment is payment made by Us to You to discharge the obligations of the Owner of the Eligible System to you to the extent that they arose as a result of the assignment of rights to create STC’s by Owner of the Eligible System to Us.

4.2 Assignment by Owner. For each STC Application submitted via your Trading Account, you must ensure that an STC Assignment Form has been duly executed by the Owner of the relevant Eligible System, under which the Owner assigns to Habitat all right, title and interest in and to the creation and ownership of the STCs in respect of that Eligible System.

4.3 Your warranties. In respect of each STC Application submitted via your Trading Account, you represent and warrant to us that:

(a) an STC Assignment Form has been validly executed by the Owner (or a person duly authorised to execute it on behalf of the Owner) and the relevant Installer prior to submission of the STC Application;

(b) the Owner is the person in whom the right to create the relevant STCs initially vests under the RET Legislation;

(c) the STC Application, the underlying installation, and all supporting Data comply with the RET Legislation, applicable Australian Standards, OH&S Laws and Industry Guidance;

(d) no representation has been made to the Owner that is inconsistent with these Terms or with the STC Assignment Form; and

(e) you have not held yourself out to the Owner, the CER or any other person as the holder of any right, title or interest in any STC.

4.4 Submission. You must submit the executed STC Assignment Form, together with all other relevant Data, to us for review. The submission, taken together, constitutes the STC Application.

4.5 When you submit an STC Application you have the option to either be paid for your services in respect of the STC:

(a) before the STC has been created (including at various milestones during the job lifecycle as determined by us from time to time) (Pre-Created Trade); or

(b) after the STC Application has been approved by the CER (Created Trade).

4.6 You acknowledge and agree that it is your responsibility to ensure each STC Application is correct and compliant. Any failure to upload correct and complete Data will result in delays or failure of the STC approval process.

4.7 If we receive or you submit an STC Application 11 or more months after the installation date of the eligible installation, we will use best endeavours to process such STC Application but you acknowledge that it is the CER's role to formally approve and register any STC following payment by us of the registration fee. In such instances, we may pay a reduced STC Payment or hold or vary any such STC Payment. If such delayed STC Application is not approved by the CER for any reason and is failed by the CER or us, we have no liability to you.

4.8 You agree to indemnify and hold us harmless against any direct or indirect loss (whether in contract, tort, statute or otherwise) we may incur arising out of or in connection with:

(a) any breach by you of the warranties in clause 4.3;

(b) any STC Application being incorrect or incomplete;

(c) the CER not approving and registering an STC the subject of an STC Application;

(d) the CER retroactively rejecting an approved STC;

(e) the expiry of an STC or STC Application; or

(f) your access to the Platform being suspended or terminated for any reason.

4.9 Holding of STCs: You agree that we may choose, in our sole discretion, to hold the value of all STCs created on the Platform, as a combination of STCs in our REC Registry account and cash in an Authorised Deposit-Taking Institution as defined in the Banking Act 1959 (Cth), the Reserve Bank, or a State Bank.

5. STC Application Approval and Rejection

Approval

5.1 We will review the STC Application to make sure it will meet the CER requirements. We will then lodge the STC Application with the CER for approval.

5.2 We may conduct Inspections, monitor Energy Production Data, and verify Eligible System installations for any STC Application. You agree to cooperate fully with such activities and provide necessary access and information.

5.3 You acknowledge and agree that, while we use reasonable best efforts to ensure the STC Application is approved quickly, we have no control over how long it may take for the CER to approve the STC Application.

5.4 Once an STC Application has been approved (Approved STC) by the CER you will receive notification within the Platform and may receive notice by means by which we usually communicate with you.

5.5 You are responsible for promptly responding to any contact the CER makes directly with you.

Rejection

5.6 The CER may reject an STC Application for errors or on suspicion of fraud, as set out in the RET Legislation.

5.7 If an Inspection, Energy Production Data monitoring, or Eligible System installation verification reveals non-compliance with RET Legislation or these Terms, we may reject the STC Application or revoke an Approved STC Application.

5.8 If the CER rejects the STC Application due to it containing an error, you may, with our assistance, re-create the STC Application with corrections and re-submit it for review.

5.9 If the CER conducts or authorises a third party to conduct an audit in accordance with the RET Legislation in respect of any STC Application, we may supply supporting documentation (such as photos, the executed STC Assignment Form and barcode panels) to the CER.

5.10 If the STC Application is rejected for a Potential Breach, refer to clause 6.

6. Potential Breach, Suspension and Termination

6.1 Any of the following will be considered a Potential Breach:

(a) where we are notified by the CER or a RET Scheme Accreditation Provider that you, an Installer associated with you, your retailer (where you are an installer), a manufacturer of products used or for use in your installation, or a related party has breached or is under investigation for potentially breaching the RET Legislation, OH&S Laws, or Industry Guidance; or

(b) where we reasonably believe you have breached the RET Legislation, OH&S Laws, Industry Guidance or these Terms.

6.2 If a Potential Breach occurs and, in our reasonable opinion, cannot be resolved (Actual Breach), then we may:

(a) hold, vary and/or cancel any Offered Price or the submission of any STC Application to the CER; and

(b) suspend your access to your Account and apply, as required, our rights to refund and/or set off, and suspend or terminate your access to Milestone Payments.

6.3 If a Potential Breach occurs in respect of an STC Application where we have already made an STC Payment, refer to clause 7.12.

6.4 You acknowledge and agree that we are not liable for any loss you may suffer as a result of a Potential Breach or an Actual Breach.

Suspension and Termination

6.5 You acknowledge and agree that, if we reasonably suspect that you, your Authorised Users, or an Installer has breached the RET Legislation, Industry Guidance, or these Terms, we may immediately suspend your access to the Platform. This suspension may include suspension of access to Milestone Payments.

6.6 You will have 14 days from notification of suspension under clause 6.5 to provide satisfactory evidence to us that your Account should not be suspended. If you are unable to provide such evidence within that timeframe, we may terminate these Terms and your access to the Platform.

6.7 We reserve the right to extend the time required for us to investigate a Potential Breach.

6.8 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform).

6.9 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

(a) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(b) you or your Authorised Users breach these Terms and that breach cannot be remedied; or

(c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

6.10 You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied.

6.11 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices, and termination will take effect immediately.

6.12 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

6.13 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

7. Payments

Licence Fee

7.1 In consideration for using the Platform, you must pay us a licence fee, as set out on the Platform, for each STC Application submitted to us (Licence Fee). The Licence Fee includes the registration fee imposed by the CER per STC. The Licence Fee and applicable Taxes will be deducted from the STC Payment payable by us under clause 7.5.

7.2 Regardless of the outcome of an STC Application, we reserve the right to charge the Licence Fee, and you agree to pay such fee on demand and/or set off such amounts against future uploaded STC Applications.

7.3 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services (for example, sales taxes, value-added taxes or withholding taxes), unless we are required by law to collect these on your behalf.

STC Payment and Offered Price

7.4 We will make a payment to you when you submit an STC Application, based on the Offered Price and the type of trade you select in clause 4.5, minus the applicable Licence Fee (STC Payment). For the avoidance of doubt and consistent with clause 4.1, the STC Payment is consideration for your services in submitting a compliant STC Application and is not the price of any assignment of STC rights by you.

7.5 We may, at our sole discretion, offer to make an STC Payment to you at various milestones during the job lifecycle prior to CER approval, including but not limited to:

(a) upload of installation photos;

(b) submission of certificates of compliance;

(c) receipt of homeowner signatures; or

(d) submission of the STC Application to us.

7.6 We may determine, modify, or withdraw these milestone options at any time and may set eligibility criteria, volume limits, value limits, or other conditions for access to Milestone Payments.

7.7 You may, between the hours of 9 am and 3 pm on business days, select an Offered Price for an STC Application. The Offered Price available on the Platform may differ depending on the milestone at which you elect to receive payment and the age of the STC Application. We may apply risk-adjusted margins or discounts based on the timing and circumstances of payment.

7.8 We may, at our sole discretion, accept or reject the Offered Price you select.

7.9 If you have selected an applicable Offered Price:

(a) before 3pm on a business day, we will pay you the STC Payment on the same business day; or

(b) after 3pm on a business day, we will pay you the STC Payment the following business day,

by direct deposit into your bank account, less the applicable Licence Fee and Taxes.

7.10 Once you have selected an Offered Price for an STC Application, that selection is irrevocable and cannot be changed.

7.11 You acknowledge and agree that, due to the potentially long CER processing times for uploaded STC Applications in respect of eligible STCs, we may, at our absolute discretion, withhold providing an Offered Price for an STC Application until a later date. If you do not select an Offered Price for an Approved STC within 12 months from the date that the Approved STC is listed in the REC Registry, you agree that we may sell any Approved STC to a buyer without further notice to you. We will pay the STC Payment in respect of such Approved STC calculated based on the then-current Offered Price for such Approved STC published on the Platform, less any applicable unpaid Licence Fee. We will send you an automated email reminder after 11 months from the date that the Approved STC is listed in the REC Registry.

Recovery for Invalid STCs

7.12 If we make an STC Payment to you at any point, for any stage of an STC Application, and the STC Application is found to be invalid or is affected by a Potential Breach or an Actual Breach, then:

(a) you must immediately refund to us any STC Payment received by you for such STC Application;

(b) the Licence Fees or other amounts paid or deducted with respect to the STC Application are not refundable to you; and

(c) you are solely responsible to claim a refund or rebate of any Taxes (if applicable) from the relevant taxation authorities.

7.13 We may recover any STC Payment made at any milestone for an STC Application that is subsequently rejected, withdrawn, or deemed invalid, including by setting off against future STC Payments, withholding access to Milestone Payment options, or pursuing other recovery methods. We may also suspend or limit your access to Milestone Payments based on your compliance history, job quality, audit outcomes, or other risk factors as determined by us.

7.14 We may establish and vary limits on Milestone Payments, including limits per job type, per milestone, per time period, or per Account. These limits may be based on factors including but not limited to your performance history, compliance record, audit outcomes, and our assessment of commercial risk. We may suspend, reduce, or withdraw Milestone Payment eligibility at our discretion.

PRC Battery Licence Fee

7.15 Where applicable, for NSW battery installations, we will submit weekly invoices to the relevant ACP for a percentage of each certificate processed through our Platform.

8. Platform Licence

8.1 While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

8.2 You must not (and you must ensure that your Authorised Users do not):

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (including intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;

(c) introduce any viruses or other malicious software code into our Platform;

(d) use any unauthorised or modified version of our Platform, including for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party;

(h) access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted; or

(i) use the Platform for any purpose other than the lodgement, processing and trading of STC Applications and (where applicable) PRC processing in accordance with these Terms.

9. Availability, Disruption and Downtime

9.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

9.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

9.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

10. Intellectual Property and Data

10.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

10.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

10.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, back up, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to a third party such as the CER) to:

(a) supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with our Services;

(c) improve, develop and protect our Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f) perform our obligations under these Terms (as reasonably required).

10.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

10.5 You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

(b) backing up Your Data.

10.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

10.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

11. Confidential Information and Personal Information

11.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

11.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

11.3 We collect, hold, disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

11.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

11.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

11.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

12. Consumer Law Rights

12.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

12.2 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.

13. Liability

13.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of our Services by a person or organisation other than you or your Authorised Users.

13.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we nor you are liable for any Consequential Loss;

(b) a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited at our option to:

(i) a maximum value of AU$1,000; or

(ii) resupply of the Services.

14. General

14.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

14.2 Disputes: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in Australia, the matter will be referred to mediation, administered by the Australian Disputes Centre in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, the matter will be referred to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, NSW, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

14.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

14.4 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts of New South Wales and any courts entitled to hear appeals from those courts.

14.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

14.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

14.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

14.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

14.9 Survival: Clauses 10 to 13 will survive the termination or expiry of these Terms.

14.10 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

15. Definitions

In these Terms:

ACP means an Accredited Certificate Provider approved by the Independent Pricing and Regulatory Tribunal of NSW (IPART).

Approved STC has the meaning given in clause 5.4.

Account means an account accessible to the individual or organisation who signed up to our Services, under which Authorised Users may be granted access.

Authorised User means a user that you have invited to use the Platform through your Account.

CEC means the Clean Energy Council.

CER means the Australian Government's Clean Energy Regulator, an independent statutory agency that administers and enforces the RET Legislation.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use of, and/or loss or corruption of data, whether under statute, contract, equity (including negligence) or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".

Eligible System means any small generation unit that is eligible for the creation of STCs under the RET Legislation, including solar photovoltaic systems, battery systems, and battery-connected solar photovoltaic systems.

Industry Guidance means information, data and materials in relation to the clean energy industry commonly used to assess materials, contractors and/or products, such as any list of installers, approved makes and models, products, and inverters published by a reputable industry body such as the CER, CEC, SAA or other such body.

Installer means a CEC- or SAA-accredited designer, installer and/or electrician responsible for the design and/or installation of an eligible small generation unit (SGU) under the RET Legislation.

Installation Address means the address at which the relevant Eligible System is installed.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

OH&S Laws means all federal and state laws in respect of work health and safety, such as the Work Health and Safety Act 2011 (NSW), Work Health and Safety Regulation 2017 (NSW), and codes of practice and other corresponding laws in the state where the Eligible System is installed.

Online Registration Form means the form that you must complete to create an Account on the Platform.

Owner means the owner or legal occupier of the Installation Address where an Eligible System is installed in accordance with the RET Legislation, being the person in whom the right to create STCs in respect of that Eligible System initially vests under the RET Legislation.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

REC Registry means the CER's internet-based registry system that is required by the RET Legislation for the submission, registration, creation and trading of STCs.

REC Registry Account means an account with the CER under the RET Legislation for the submission, registration, creation and trading of STCs.

RET Legislation means the Renewable Energy (Electricity) Act 2000 (Cth), the Renewable Energy (Electricity) Regulations 2001 (Cth), and any guidance issued by the CER, CEC, Solar Accreditation Australia, the Australian Solar Council, and/or the REC Agents Association, and any subsequent amendments to that legislation or guidance.

SAA means Solar Accreditation Australia.

Services means the services we provide to you, as detailed in these Terms.

STC means a small-scale technology certificate created under the RET Legislation.

STC Application means a draft, submitted, uploaded and/or approved application for the creation and registration of one or more STCs.

STC Assignment Form means the form executed by the Owner under which the Owner assigns to Habitat all right, title and interest in and to the creation and ownership of the STCs in respect of an Eligible System, in accordance with the RET Legislation.

Taxes means all applicable taxes, levies, duties, charges, deductions, withholdings and similar imposts imposed by law or by any government agency or statutory body, including income tax, value added tax, GST, sales tax, business tax, withholding tax, fringe benefits tax, undistributed profits tax, financial institutions duty, stamp duties and any interest or penalty imposed in respect of any of the foregoing.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your use of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

Inspection means a physical examination of an Eligible System at the Installation Address by us or our authorised representatives.

Installer Account means an account held by a person or organisation who has accepted the separate 123STC Installer App Terms of Use, through whom STC Assignment Forms are procured for submission via Trading Accounts.

Milestone Payment means an STC Payment made by us prior to CER approval of the relevant STC Application, at a milestone during the job lifecycle as reasonably determined by us from time to time.

Offered Price means the applicable price published on the Platform from time to time, for an STC Application, less the Licence Fee.

PRCs or Peak Reduction Certificates means the tradeable certificate created for battery-specific installations by the ACP as defined under the Electricity Supply Act 1995 (NSW), separate from STCs created under the RET Legislation.

Trading Account means the account held by you under these Terms, through which you submit STC Applications to us and (where applicable) receive STC Payments and access PRC trading.