Platform Terms and Conditions
1.1. This agreement constitutes a legally binding agreement between you and The Renewable Exchange Limited (“RE”) and states the terms and conditions under which you may use this Platform.
1.2. This Platform is owned and operated by RE and by accessing any part of this Platform you fully accept and agree to comply with the terms set out in this agreement.
1.3. Please read this document carefully. RE reserves the right to amend this agreement from time to time and your continued use of the Platform after any such amendments shall constitute your agreement to them.
This agreement shall be governed by and construed in accordance with the laws of England and Wales. Jurisdiction for any claims arising under this agreement shall lie exclusively with the English Courts. If any provision of this agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Unless expressly stated otherwise, terms in this agreement will take precedent where it conflicts with any prior agreements.
3. Platform contents
3.1. The information on this Platform is liable to change without notice. RE does not warrant the accuracy, adequacy or completeness of this information and materials and expressly disclaims liability for errors or omissions in this information and materials. The information and materials contained in this Platform are for general informational purposes only and are provided “as is” and “as available.” No warranty of any kind, implied, express or statutory, is given in relation to the contents of this Platform. You should not rely on any information contained in this Platform without first checking that it is correct and up to date.
3.2. You agree to use this Platform and the information contained within it for your personal use only and you shall not reproduce, republish, distribute, sell, broadcast or commercially exploit any information made available on this Platform without the prior written consent of RE.
4.1. Under no circumstances shall RE or any affiliate of RE be liable for any damages, including without limitation any direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with any failure of performance, error, omission, interruption, use, defect, delay in operation or transmission, computer virus or line or system failure relating to this Platform or its contents. Links to other internet sites are used at your own risk.
4.2. If any parts of the above provisions relating to limitation of liability are held to be invalid or unenforceable, you agree that the maximum aggregate liability of RE and/or its affiliates for all damages, losses, and causes of action shall be the total amount paid by you to access this Platform.
4.3. You will be held liable for all Losses incurred by RE for the breach of any provision of this agreement.
You agree to indemnify, defend and hold harmless RE and its affiliates from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to or arising out of your breach of this agreement.
6. Use of the platform
6.1. In connection with your use of this Platform, you agree to:
6.1.1. pay all fees and commission invoiced as a result of your activity on the Platform within 10 business days or otherwise specified payment terms.
6.1.2. only post bids to purchase or offers to sell for transactions which are intended for commercial purposes as defined under The Financial Services and Markets Act 2000 (FSMA).
6.2. In connection with your use of this Platform, you agree not to:
6.2.1. infringe any intellectual property and privacy rights, including, but not limited to, patent, copyright, trademark, or trade secrets, of RE or any third party;
6.2.2. upload, post, transmit, or store any material that:
220.127.116.11. is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable;
18.104.22.168. breaches any of your contractual or confidentiality obligations;
22.214.171.124. disrupts or interferes with the normal operations of this Platform, such as posting or transmitting viruses, continuous posting of repetitive materials, or posting and/or uploading abnormally large files or other data; or
126.96.36.199. is an advertisement or other solicitation, including, but not limited to, any unauthorised advertising materials or unsolicited promotional materials;
6.2.3. breach or attempt to breach any security measures of this Platform;
6.2.4. use any device, process, or mechanism (e.g., a spider or bot) to monitor, retrieve, search, or access this Platform or any of its contents;
6.2.5. post or submit any inaccurate, false, or incomplete information;
6.2.6. impersonate any person or entity; or
6.2.7. misrepresent yourself, your affiliation with any third party, or your entity
7. Intellectual Property
7.1. All materials displayed or made available on this Platform, including, but not limited to, graphics, text, documents, sound, video, images, audio, artwork, software, and HTML code (collectively, the “Material” or “Materials”) are the exclusive property of RE or its suppliers. The Materials are protected by international copyright laws and any other applicable intellectual property rules, regulations, and laws.
7.2. All trademarks, service marks, and logos (the “Marks”) displayed on the Platform are the exclusive property of RE and/or their respective owners. You shall not use the Marks in any manner without RE’s and/or their respective owners’ prior written consent.
7.3. You agree that, other than the right to access this Platform, you acquire no ownership, right, title or interest of any kind in or to this Platform or any information on it and that all title, right and interest therein and thereto remains with RE and/or its suppliers.
8. User Responsibilities
8.1. As a user of this Platform you warrant that you have the necessary authority to use the Platform on behalf of your company. This shall deemed to be repeated each time the Platform is used.
8.2. You will maintain and hold responsibility for user accounts and logins for your company.
9. The Tender Process
9.1. A tender process is either initiated by a user logged into the Platform as a Generator or by RE acting as an agent on behalf of a Generator.
9.2. The Generator authorises RE to represent the Generator as their agent. This authorisation is provided for each site added to the Generator’s account and includes:
9.2.1. RE may request and retrieve prices and produce price comparisons.
9.2.2. RE may receive current and historical account information including; consumption history, supply numbers, pricing details and contract end dates.
9.2.3. RE may obtain information from national databases such as ECOES.
9.2.4. RE may obtain automated metering information from data collectors, smart meter operators and or suppliers.
9.3. The Tender will be launched via the Platform to the Whole of the Market setting any preferences and conditions as well as timing of the tender process.
9.4. Once a Tender has been launched, the Generator may not enter into a PPA with any PPA Offtaker through any means other than via the Platform.
9.5. Should the Generator accept a quote from any PPA Offtaker as per 9.4 by any means other than through the Platform before the PPA Start Date of that Tender then the Generator will be liable for all Losses incurred by RE.
9.6. PPA Offtakers must quote solely through the Platform and may not communicate directly with the Generator at any time during the tender process.
9.7. All bids submitted by PPA Offtakers will be analysed by the Platform.
9.8. It is the responsibility of the Generator to initiate a refresh round or accept a bid.
9.9. The Platform can be used as a mechanism for the creation of a legally binding PPA between an Offtaker and a Generator at the point of the Generator accepting a particular bid submitted by that Offtaker, subject to the Offtaker having agreed with RE that PPAs are to be formed in this way. More specifically, where an Offtaker has agreed (either generally or in respect of a particular bid) that a PPA may be formed in this way, the following terms will apply:
9.9.1 when the Offtaker submits a bid via the Platform, it will be doing so on the basis that: (i) the bid constitutes an offer by the Offtaker to enter into a PPA with the relevant Generator in the form (subject to clause 9.9.5 below) of the then current version of the Renewable Exchange Standard PPA which is accessible via the Platform for the Offtaker to review at the time its bid is submitted and for the relevant Generator to review at the time of deciding whether or not to accept the Offtaker’s bid; and (ii) if the bid is then accepted by the relevant Generator via the Platform before the end of the relevant bid expiry period, this will have the effect of creating a legally binding PPA in this form between the Offtaker and the relevant Generator;
9.9.2 the Offtaker must ensure that at the point of submitting any bid via the Platform it is willing and able to be bound by the relevant form of Renewable Exchange Standard PPA (subject to clause 9.9.5 below) should the relevant bid subsequently be accepted by the relevant Generator;
9.9.3 the relevant Generator must ensure that at the point of accepting any bid via the Platform it is willing and able to be bound by the relevant form of Renewable Exchange Standard PPA (subject to clause 9.9.5 below);
9.9.4 RE will act in good faith in preparing and uploading to the Platform the Renewable Exchange Standard PPA referred to above, including in making changes to this and thereby creating new versions of this from time to time, but its services do NOT include the provision of any legal advice and it does not give any warranties or make any other promises or assurances to the Offtaker or any Generator (or any other user of the Platform) as to the content of this Renewable Exchange Standard PPA. Instead, the Offtaker and each Generator must ensure that they have each satisfied themselves as to the suitability of the relevant PPA, including by taking their own legal advice on this where they consider that appropriate;
9.9.5 Generators will have the opportunity to propose special conditions that will apply to PPAs formed via operation of the Platform and take priority over any of the standard terms set out in the Renewable Exchange Standard PPA. At the point of submitting any bid via the Platform and reviewing the form of PPA that would come into existence, should that bid subsequently be accepted by the relevant Generator, the Offtaker should check whether any special conditions of this kind will apply and, if so, whether it is prepared to proceed with Its bid submission on this basis.
9.9.6 RE will hold no responsibility and provide no warranties as to the contents of the Power Purchase Agreement
9.10 For the avoidance of doubt, if the terms set out in clause 9.9 do not apply in respect of any particular bid, because the relevant Offtaker and/or relevant Generator has not agreed (either generally or in respect of that particular bid) to the potential creation of a legally binding PPA via operation of the Platform:
9.10.1 the relevant Offtaker and any relevant Generator who wishes to accept a bid made by that Offtaker will be responsible for making their own arrangements, outside of the operation of the Platform, for the creation of a legally binding PPA on terms that respect and are consistent with the outcome of the tender process conducted via the Platform;
9.10.2 RE will not have any responsibility for ensuring that a legally binding PPA is created on this basis following the relevant Generator’s acceptance of the relevant bid, nor will it have any responsibility for advising either the Offtaker or the Generator as to the content or suitability of any particular form of PPA which may be proposed for these purpose.
9.11. The authorisations provided in accordance with 9.2 will start upon the launch of a Tender and will remain in place until the later of the completion of the Tender, the completion of the PPA awarded as a result of the Tender and 12 months after the Tender launch date.
9.12. Unless otherwise agreed in writing, RE will charge 0.15p/kWh in commission to the winning Offtaker which will be included in the PPA price, subject to a minimum charge of £350 per annum.
10. PPA Offtaker Responsibilities
10.1. The PPA Offtaker will price accurately and honour any pricing which is quoted and is accepted prior to your specified bid expiry.
10.2. The PPA Offtaker will not price back to any Generator who has approached them via the Platform other than via the Platform.
10.3. The PPA Offtaker will inform RE immediately if they have been approached by the Generator as per 10.2.
10.4. The PPA Offtaker will include any commission (where applicable) into the submitted bid such that the bid presented is the price the Generator will receive.
11. Generator Responsibilities
11.1. Generator warrants that they have the necessary authority to add, monitor and tender any Site which they add to the Platform.
11.2. Generator will immediately forward to RE any direct quotes received by PPA Offtakers during the tender process and inform the PPA Offtaker they have appointed RE to run the Tender and therefore can only accept through the Platform.
11.3. As per Clause 9, should the Generator accept a quote from any PPA Offtaker by any means other than through the Platform before the PPA Start Date of that Tender then the Generator will be liable for all Losses incurred by RE.
11.4. RE may earn a commission from the offtaker for the placement of a PPA.
11.5. Where The Generator agrees to pay a fixed fee for a Tender then this will be due prior to the tender launch and is not refundable irrespective of the outcome of the tender.
RE may terminate this agreement and your access to and use of this Platform at any time without the need for notice.
13. Third Parties
By using our service you agree that Partner Organisations can obtain and provide us with industry information about meters, including current, future and historical import and export generation and usage, that you have a right to obtain and use under data protection laws. This may be up to 3 years and may include half hourly data, where available. Partner Organisations can be data controllers for the purposes of providing these services.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for domestic business in the City of London
“Generator” means any User logged in to a generator account where Sites can be added to the Platform.
“Lightning PPA” means when an Offtaker and Generator agree to contract under Renewable Exchange Standard form PPA terms.
“Losses” or “Loss” means the amount that the calculating party reasonable determines in good faith to be its total reasonable direct losses (net of any gains or savings) arising as a result of a breach of this agreement. “Loss” may include but is not limited to commission that would have otherwise been received had the breach not occurred.
“Platform” means the web application found at ppa.renewableexchange.co.uk.
“PPA” means power purchase agreement.
“PPA Offtaker” means any User logged in to an offtaker account where Sites can be bid on via the Platform.
“Renewable Exchange Standard PPA” means Lightning PPA.
“Site” means a generating station which can produce and export electricity.
“Tender” means the process of inviting PPA Offtakers to bid for your exported electricity, collecting bids from PPA Offtakers and awarding the PPA to a PPA Offtaker via the Platform as initiated through the new tender button on the Platform.
“User” means a PPA Offtaker or a Generator.
“Whole of the Market” means any licensed electricity supplier who can offer PPAs, has agreed to RE terms of business and meets RE onboarding requirements.
“You” means the User which is logged in to the Platform.