|PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE USING THIS APPLICATION AND CONTRACTING|
1. General provisions and definitions
1.1 These General Terms and Conditions (“GTCs”) regulate the access to and use by you, natural or legal person, as a producer of renewable energy (“Producer” or “you”) of certain functionalities of the RED application, a trading platform of green tokens (the “Application”), which allows the Producer to obtain and trade GTK and REO-G.
1.2 The application is provided by Restart Energy Democracy Platform SRL, a limited liability company with the registered office in Timișoara, 11 Gheorghe Doja Street, registered with the Trade Registry under no. J35/3221/2021, sole registration code 44729118 („RED”). These GTCs shall govern the relationship between RED and the Producer in connection with the access to and use of the Application for the functionalities described below.
1.3 The capacity of Producer subject to these GTCs is without prejudice to the general terms and conditions applicable to you as User, since the initial use of the Application, available here and which remain in full force throughout the entire period you have the capacity of User. For the avoidance of any doubt, the termination of the capacity as User entails the termination of the capacity as Producer.
1.4 Definitions. Unless the context otherwise requires, the following terms shall have the following meaning:
|“Application”||the website / digital tool allowing access to a trading platform of Green Tokens.|
|“Franchise User”||means the person who by accepting the terms and conditions specific to this quality acquires the RED V-LEC Franchise and the right to access and use certain functionalities of the Application, including the right to create his own virtual company and receive the related commission when contacts to whom personalized offers have been sent become Consumers through the Application.|
|“ECF Fund”||Renewable energy community fund, namely a MWAT fund belonging to the community of users of the Application, where the total amount of staked MWAT can be visualized. This ECF Fund is automatically funded when the Users exercise their right for staking the tokens.|
|“Green Token”||GTK and REO-G tokens, as defined under the current GTCs., as well as other sustainability linked tokens that will be available in the future in the Application.|
|“GTK”||an ERC-20 fungible token having utility only in the Application, which certifies on the blockchain the amount of CO2 avoided in the atmosphere through environmentally friendly actions, such as the production or consumption of renewable energy. 1 GTK is the equivalent of 1 kg of CO2 avoided into the atmosphere (or the equivalent of other greenhouse gases).|
|“MWAT”||an ERC-20 fungible token having utility only in the Application as a virtual battery for Green Tokens storage and a conventional token for the acquisition of Green Tokens, as well as for other functionalities / rights in the Application.|
|“Producer”||meaning the authorized natural or legal person, producer of renewable energy, who accepts these GTCs.|
|“RED”||Restart Energy Democracy Platform SRL, a limited liability company with the registered in Timișoara, 11 Gheorghe Doja Street, registered with the Trade Registry under no. J35/3221/2021, CUI 44729118.|
|“REO-G”||an ERC-721 non-fungible token having utility only in the Application that represent an origin certificate for the energy resulted from renewable sources.|
|“Staking”||The action of blocking into the Application account of a User a number of MWAT tokens for accessing various functionalities of the Application.|
|“Terms and conditions” or “GTCs”||these terms and conditions applicable to RED and Producer.|
|“Validator”||person authorized by RED to evaluate and validate the Users’ claims to receive Green Tokens, as well as to obtain a Green Sustainability Certificate.|
1.5 If you already use the Application as a User (subject to the specific terms and conditions available here) and you want to register in the Application the power plant used for producing renewable energy, you can do so by filling in the fields in the “My Power Plant” section.
1.6 In order to successfully complete the registration of the power plant, you must accept these GTCs. By continuing using the Application, you acknowledge that you have read, understood and agree with these GTCs. Should you not agree, you are asked to discontinue accessing and using this Application as doing so as Producer shall not be possible.
1.7 Each Producer shall assume responsibility for the use of this Application. Thus, you agree that you shall at all times act according to the law, to these GTCs and to the User’s Guide when using and accessing this Application and that you shall not undertake any action that will deteriorate, prevent, disturb access to, discontinue or affect the operation of this Application.
1.8 RED reserves the right to make changes, including by adding or deleting, in whole or in part, the information presented through this Application. Any such change will be available at here. Any further accessing of the Application by Producer after any such change shall represent the Producer’s approval to accept and comply with the changes brought to these GTCs. If necessary, we reserve the right to suspend access to this Application or close it for an indeterminate period.
2. Use of the Application as Producer
2.1 Upon successful registration of the power plant, as Producer, you have the possibility to apply for Green Tokens based on your renewable energy production.
You have two options to prove your energy production:
- Provide technical information about your energy production (source, production, period etc.) Please note that Green Tokens can be requested retroactively up to 12 months for plants that were in operation at that time. Each MWh represents 1 REO-G. 1 GTK represents the equivalent of 1 kg of CO2 (or other greenhouse gases) avoided to be issued into the atmosphere. After verifying the information entered and confirming their correctness by the Validator, your request will be validated and your GTK or REO-G will be automatically generated in the Producer account.
- Real-time monitoring of production, through RED Meter Depending on the actual production of your plant, GTK or REO-G will be automatically generated in your Producer account.
2.2 Commissions payable by Producer
For the validation of your request, a MWAT validation fee shall be paid, calculated by a dynamic method by the Application for each request.
The payment of the fee does not ensure the success of the validation, which in turn depends on the correctness of the provided data and on the designated Validators, which have the right to reject the validation.
2.3 Functionalities made available to the Producer
As a Producer, the Application provides you with a number of specific features and functionalities, for example:
- Upload of documents in order to verify the Producer in accordance with the legal requirements regarding know you customer
- Registration in the Application of a power plant
- Fill in the REO-G claim form and view the history
- Order and install RED Meter
- View an infographic on renewable energy production
- Other functionalities, as provided at a certain moment in time in the Application.
3. Rights over Application
3.1 Ownership of Application.
The Application and all the rights related thereto shall be and remain RED’s property. The provisions of these GTCs and the use of the Application by Producer shall not confer or grant the Producer any right over the Application or any right related thereto, except for a limited right of use, subject to the restrictions set forth under Art. 3.2.
3.2 The right to use the Application.
Pursuant to these GTCs, subject to Producer’s meeting the obligations incumbent upon them under these GTCs, RED grants the Producer a limited, non-exclusive right of use (license) that may be not sub-licensed or transferred and which may at all times be revoked by RED, in order to access and use the application on Producer’s personal device. To access and use the Application, Producer must strictly observe the following restrictions. Thus, they shall not:
- reproduce, amend, make derivative works, distribute, license, lease, sell, re-sell, transfer, publicly display, publicly represent, send, make a streaming, broadcast or otherwise exploit the Application;
- decompile, reconstruct through reverse engineering or disassemble the application;
- make links, mirrors or frames to any portion of the Application;
- cause or launch programs or scripts that scrape, index, analyse, or perform any data extraction operations from any portion of the Application or which hamper or prevent in any respect the operation and/or functionality of the Application;
- attempt to obtain unauthorized access to or affect any aspect of the Application or of the systems or networks connected thereto;
- remove copyright marks, trademarks or other proprietary markings from any document issued by RED or from any portion of the Application.
3.3 IP Claims During the contractual relationship, the Producer will notify RED, as soon as possible, about: (a) any actual or suspected infringement by any third party of the intellectual property rights in connection with the license granted; (b) any threat, accusation or claim of infringement of the intellectual property rights of any third party with respect to Producer’s use of the Application under the granted license; (c) any procedure initiated by any third party that questions the ownership, validity or registration of the Application; (each “IP Claim”). In the event that an IP Claim totally or partially affects the functionality of the Application, the Parties shall negotiate to what extent it is necessary to reduce the fees paid by the Producer or to terminate these GTC.
4. Representations and Warranties of Producer
Producer declares and warrants RED as follows:
- Producer is a legally established company, lawfully operating under the applicable law and in accordance with its object of activity;
- Producer holds all the legal authorizations and licenses to produce renewable energy and all are valid;
- Producer has the power to conclude and execute these GTCs and has taken all the necessary measures to authorize the conclusion and execution thereof;
- these GTCs are valid, legally binding, enforceable and admissible as evidence in court;
- the conclusion and execution of these GTCs shall not and will not be in conflict with:
- any applicable law or legal requirement;
- Producer’s registration and operating documents; or
- any of Producer’s binding agreements or contracts;
- Producer is not subject to any administrative litigation procedure which may threaten or restrict the exercise of any of its rights and obligations under these GTCs;
- Producer is not subject to any decisions, orders, decisions of courts, governmental or regulatory authorities affecting its ability to perform its obligations under these GTCs.
6. Nature and Accuracy of Information provided through the Application
RED shall take all the measures to ensure that the information posted in the Application is updated, actual and accurate. Although the Application is also available to users from other countries, the posted information is only valid on Romania’s territory.
Neither RED nor any other party involved in the creation and functioning of the Application shall be liable for any error, prejudice (whether direct or indirect), loss of data or content error or for shortcomings of the Application, which can directly or indirectly or incidentally occur through the use of the Application.
6. Access to and Use of Application
The Application offers a 24/7 accessibility, except during maintenance and reconstruction operations. RED assumes no responsibility for delays in or impossibility to access/ use the Application.
In this respect, Producer agrees that (i) in technical terms, it is impossible for the Application to avoid errors and RED may not be held liable in this respect, (ii) errors may cause the temporary unavailability of the Application and that (iii) the Application’s operation may be adversely influenced by circumstances beyond RED’s control such as, for instance, transmission and telecommunication connections between you and other systems and networks.
RED and/or its proxies may at all times change or discontinue, temporarily or permanently, access to a part of the Application in order to carry on maintenance and/or upgrading and/ works or bring changes thereto. RED shall not be liable for changing, suspending or discontinuing access to the Application.
It is forbidden to use the Application for the purpose of loading, downloading, publishing or conveying any information whose content is illegal or immoral, disturbs in any way other individuals’ privacy, contains viruses, is contrary to accepted principles of morality or public order. RED shall not be liable for any prejudice caused by any type of communications from the categories mentioned above.
Furthermore, it is forbidden to use the Application for the purpose of sending any kind of material that is threatening, false, misleading, abusive, harassing, defamatory, vulgar, obscene, scandalous, instigating, pornographic or profanatory, or any other kind of material that can represent or encourage a behavior that may give rise to a criminal offense, may lead to civil liability or otherwise breach the law.
It is forbidden to use a fake e-mail addresses or unlawfully send electronic messages or any other communications in the name of another individual or legal entity or in the name of any other entity.
RED may not be held liable for any loss, destruction or expenses that may arise from your and/or any third party’s accessing or using the Application.
7. Authentication and Accessing the Personal Account
For authentication purposes, Producer will use / receive a username and a password to securely access the Application from the mobile phone or from another similar electronic device and will thus have an active personal user account for the Application.
A Producer may only have one account. Producer may authorize persons acting under their authority to use their account, using the functionality provided by RED for this purpose. It is forbidden to assign or otherwise transfer the Producer’s account to another person. Producer undertakes to comply with all the applicable laws when using the Application and may use it solely for lawful purposes.
If you choose to or have a user identification code, a password or any other information as part of our security procedures, you must treat this information as confidential and must not disclose it to other third parties.
We reserve the right to deactivate any user identification code or any password, whether chosen by or allocated to you, at any time, if in our opinion you have failed to comply with any of the provisions set forth under these GTCs. The User shall be solely responsible for all the activities performed by Producer through the Application and shall be under the obligation to preserve at all times, with own means, the security and secrecy of the username and related password. You agree to promptly inform us once you have identified any disclosure or unauthorized use of the Producer’s identification code and/or password.
8. Promotional Content
Any promotional content offered through the Application shall be provided in accordance with the applicable law.
From the perspective of the legal framework concerning the protection of personal data, RED shall send you commercial communications through the Application, by e-mail or by any other method that uses electronic communications services intended for the public, only if you have previously expressed your consent to receive such communications.
Notwithstanding the above, considering that RED obtained your e-mail address when you created an account and started using the Application, it shall be able to use your e-mail address for sending commercial communications regarding the rest of the existing functionalities in the Application. In this situation, you will be able to oppose by simple and free means whenever you receive such commercial communications opting in and out through platform settings.
For the purpose of using the Application, you agree that any issues you may encounter regarding the promotional content will be first addressed to RED, for an amicable settlement.
RED shall not be liable for any financial loss or damage due to the promotional content provided or for any failure or inability to use that promotional content, for any reason whatsoever.
9. Access to Network and Devices
Producer shall be solely responsible for obtaining access to the data network necessary to use the Application. The transfer of data and messages may be subject to the tariffs and prices charged by the mobile network to which Producer has subscribed, to the extent that Producer accesses or uses the Application from a device that allows for wireless communication, and it is Producer’s exclusive responsibility to pay these tariffs and prices.
Producer shall be solely responsible for procuring and updating the hardware equipment or the devices required for accessing and using the Application, as well as for procuring any updates thereof.
For the avoidance of any doubt, RED does not guarantee that the Application or any of its functionalities will be functional on a certain hardware equipment or on a certain device. Moreover, Producer acknowledges and accepts that the Application may be affected by malfunctions and inherent delays in the use of Internet or electronic communications for which RED assumes no responsibility.
10. Personal data protection
From the perspective of personal data protection, the parties declare and acknowledge that each act as an independent controller of the personal data it processes. The parties declare and accept that they do not have the status of joint controllers and exclude any form of mutual or joint liability.
When using the Application, the Producer shall ensure that:
- processes the personal data of the data subjects only in accordance with the legal provisions, for its own purposes, meaning that it will also ensure the observance of the principles regarding the processing of personal data;
- informs and obtains the consent of the data subjects, insofar as the latter is necessary according to the applicable legal requirements regarding data protection or the transmission of electronic commercial communications;
- applies appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against loss, destruction, damage, modification or disclosure, considering the scope, context and purpose of processing;
- manages any requests, demands or claims coming from the data subjects without involving or attracting RED’s liability.
11. Cookies Policy
12. Producer’s Feedback
RED may, at its sole discretion, allow Producer to regularly send, load or provide to RED, through the Application, content and information in text format, including comments and opinions about the Application, the mechanism presented in these GTCs or about other users („Feedback”).
The entire Feedback will remain Producer’s property. However, by providing content to RED, Producer grants RED a worldwide valid, perpetual, irrevocable, transferable, royalty-free license, with a sub-licensing right, to use, copy, amend, create derivative works, distribute, publicly display, publicly represent and exploit in any manner whatsoever the Feedback in question, in all formats and on all distribution channels currently known or to be created in the future, without the Producer’s prior information or approval and without any payment being due to Producer or another person.
Producer represents and warrants as follows:
12.1 Producer is either the sole and exclusive owner of the entire Feedback, or it holds all the rights, licenses, permits and authorizations necessary to grant RED a license for the Feedback; and
12.2 neither the Feedback, nor the transmission, loading, publication or provision by Producer of such Feedback or the use by RED of the Feedback in question shall be deemed as a breach, unlawful appropriation or violation of a third party’s ownership rights or intellectual property rights, or a third party’s publicity or confidentiality rights, nor will it entail the breach of any applicable law or regulation.
12.3 Producer undertakes not to send any Feedback that is derogatory, defamatory, hate inciting, violent, obscene, pornographic, illegal or offending, as may be decided by RED at its own discretion. RED has the possibility but not the obligation to examine, monitor or delete the Feedback, at RED’s exclusive discretion, at any time, regardless of cause, with no notification or any other information whatsoever of the Producer being necessary for this purpose.
13. Representations and Warranties of RED
Producer expressly acknowledges that it is a party to these GTCs in consideration of the following representations and warranties made by RED in connection with its own business, as follows:
13.1 RED is a legally established company, lawfully operating under the Romanian laws, meeting all the legal corporate requirements to carry on its business;
13.2 RED holds all the legal authorizations to carry on its business pursuant to these GTCs and fully complies with all the requirements set forth under these authorizations;
13.3 RED meets all the legal requirements necessary to enter into and be a party in this contractual relationship, and the fulfilment of its obligations does not and will not result in, conflict with, or constitute a breach of, any term or condition or of any other provision set forth under a contract or any other document or legal act, of any nature whatsoever, to which RED is or is to be a party or to which RED is subject under the Romanian legislation;
13.4 RED has the required technical capacities and qualified staff to meet its obligations.
14. GTCS Duration. Termination
These GTCs shall be valid for the term of Producer’s access and use of Application.
Producer shall at all times be entitled to withdraw from GTCS, i.e. to close the Application account, without invoking any reason and without bearing other costs. The rights born until the withdrawal date shall be fully acknowledged to the holder of the rights in question.
RED may promptly decide to terminate the contractual relationship with Producer by denying at any time their access to the Application, if Producer has breached any provisions of these GTCs, by simple notification and without other prior formalities. Also, RED may at any time unilaterally terminate these GTCs with a prior 10-day notification.
Once these GTCs are terminated, the terms and conditions corresponding to any other role acquired through the Application shall also automatically terminate.
The Application is provided in “as is” condition and “depending on availability”. RED does not accept any of the representations and warranties, whether express, implicit or imposed by the law, which are not expressly set forth in these GTCs, including the implicit warranties about merchantability, vulnerability, adequacy for a certain purpose and non-breach of third parties’ rights.
Moreover, RED does not make any representation or warranty about the reliability, punctuality, quality, adequacy or availability of the Application, neither does it represent or warrants that the Application or any related software will be free of any discontinuances or errors.
Producer acknowledges and accepts that the entire risk arising from Producer’s use of the Application shall be fully incumbent on Producer, to the maximum extent permitted by the applicable legislation.
16. Limitation of RED’s liability
RED shall not be liable for any indirect, future, special, illustrative, punitive or other damages, including for the loss of profit, for any prejudice associated to or which otherwise arises from any use of the Application.
RED shall not be liable for any prejudice, damages or loss arising from:
16.1 Producer’s using or relying on the Application, or from Producer’s incapacity or inability to access or use the Application; or
16.2 any transaction or relationship between Producer and any other third party, even if RED has been informed about the potential occurrence of such prejudice; or
16.3 Producer’s failure to comply with any instructions or recommendations sent by RED through the Application or in any other manner.
RED shall not be liable for any delayed functioning or non-functioning of the Application that is generated by causes beyond the reasonable control of RED, such as but not limited to:
- unavailability of mobile phone networks;
- Producer’s use of functionalities that are not provided by RED;
- services and quality of services provided to Producer by third parties; and/or
- other circumstances provided by the law.
RED shall not be liable for access to the Application from countries whose laws prohibit or restrict or limit the access to and/or the use of a green tokens trading platform according to the model proposed by the Application. Also, RED shall have no responsibility for the access to the Application from countries whose laws prohibit or restrict or limit any aspect of the Application’s content, including any of its functionalities. Producers who choose to access this Application from other countries will do so on their own initiative, on their own responsibility and shall be solely responsible for complying with the applicable laws.
RED shall under no circumstances be liable and regardless of whether the prejudice is reasonably predictable, for, including but not limited to:
- the information recorded in the Green Sustainability Certificates issued through the Application;
- Validators’ decision to grant, request additional information or not to grant a request for GTK or REO-G;
- any incurred damage or loss following using/ using/ losing the number of Green Tokens (GTK or REO-G) related to the request to obtain a Green Sustainability Certificate;
- the evaluation or payment of any taxes or fees arising from the use by the Franchise User of the Application;
- any action or omission by other users of the Application;
- instructions received from Producer, regardless of whether they have acted or not based on such instructions;
- Producer’s decision to enter into a contractual relationship pursuant to these GTCs;
- Producer’s decision to use the functionalities provided through the Application;
- any delay, loss or prejudice of whatever nature suffered as a consequence of the services provided by any third-party service supplier or subcontractor hired by RED. Any complaints regarding the action or omission of any third-party services supplier or subcontractor shall be filed solely and directly against such party;
- any partially finalized transactions or delays in the processing of Producer’s transactions;
- lost profits, lost revenues, missed business opportunities, other intangible, punitive, special or incidental losses, regardless of whether they were direct or indirect, predictable or unpredictable and regardless of whether RED was informed or not about the potential occurrence of such losses;
- any loss occurring as a consequence of a requirement imposed by new laws or regulations or further to our obligations under the laws of any jurisdiction;
- compliance with any laws, rules and regulations from the Producer’s specific jurisdiction that may be applicable in connection with the use of the Application or its functionalities;
To the maximum extent permitted by the applicable law, RED’s total liability to Producer in connection with the Application and/or the fulfilment of its obligations for all the prejudices, losses and damages shall in no case exceed the value of the amounts paid by Producer under these GTCs over a 3-month period preceding the event that triggered RED’s liability.
17. Producer’s Liability
Producer undertakes to indemnify and exonerate RED and its shareholders, directors, officers, managers, employees and agents of any liability in the event of any indemnification claims, other claims, losses, damages and expenses (including lawyers’ fees) generated by Producer, which arise from or in connection with:
17.1 Producer’s use of the Application;
17.2 Producer’s failure to comply with or the breach of any of the provisions under these GTCs;
17.3 the inadequate nature of the rights over the Feedback and/or its inadequate character; or
17.4 breach by Producer of a third-party’s rights, including the Franchise Users’ and Validators’ rights, to whom Producer shall pay the related commissions and fees;
17.5 the information and documents registered in the Application regarding the power plant and the capacity as producer from renewable sources, as well as their correctness and legality;
17.6 Producer’s violation of the legal framework concerning the protection of personal data, regardless of the prejudiced person;
17.7 the assessment or payment of any taxes or fees arising from Producer’s use of the Application.
18. Parties’ Legal Status
In relation to any aspect regarding the execution of its obligations according to these GTCs, each of RED and the Producer has the legal status of an independent economic operator.
For the avoidance of any doubt, each of RED and Producer acknowledges and accepts that neither Producer nor RED acts, in relation to the other party or any (third) party that uses the Application, in capacity of official in charge, attorney, representative or in any other subordinated legal capacity. In particular, each party acknowledges and accepts that the other party may not legally or otherwise bind the other party in any way whatsoever.
Notices between the parties may be addressed as follows:
- Assistance Section within the Application
These GTCs shall be supplemented with the following Schedules that are integral part thereof:
21. Governing law. Disputes
These GTCs shall be governed by and construed according to the Romanian legislation.
Any disputes that cannot be amicably settled by the parties shall be referred to the Romanian courts of competent jurisdiction.
Producer undertakes to comply in all respects that arise from these GTCs and the User’s Handbook with any applicable law and RED shall have no liability for any breach of the law by Producer.
These GTCs apply in addition to the terms and conditions specific to the capacity of User, assumed upon registration as a user of the Application, available here.
For the avoidance of any doubt, Producer expressly acknowledges and accepts each and all the clauses and terms under these GTCs including but not limited to the provisions set forth under sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22.