Terms of Use

Introductory terms

1. Renewabl Ltd is a limited liability company duly formed and validly existing under the laws of the United Kingdom and Wales, legal entity code 14521275, with its registered seat at 30 Great Guildford Street, SE1 0HS, London, United Kingdom (“Renewabl”) and manages operations at Renewabl Ltd’s platform for trading in renewable energy benefits available at www.renewabl.com (”Renewabl Portal”) in the UK. 
2. Renewabl UAB, a limited liability company duly formed and validly existing under the laws of the Republic of Lithuania, legal entity code 306718156, with its registered seat at Didžioji g. 18, LT-01128 Vilnius, the Republic of Lithuania (“Renewabl”), is an authorised representative for managing operations at Renewabl Ltd’s platform for trading in renewable energy benefits available at www.renewabl.com (“Renewabl Portal”) in Europe. 
3. These Platform Terms and Conditions (“Terms and Conditions”) set out Renewabl’s practices and conduct in facilitation of transactions and other operations via the Renewabl Portal and in managing relations with the Participants, and also determine the rights and obligations of Renewabl and the Participants with regard to the use of the Renewabl Portal for trading in Benefits.
4. The Terms and Conditions comprise these Introductory Terms, the General Terms, the Trading Regulations, the Schedules and Appendixes. All respective parts of the Terms and Conditions form an integral part hereof and are to be construed accordingly.
5. All constituent parts of the Terms and Conditions are deemed as applied for all transactions and other operations via the Renewabl Portal, except, as the case may be, for the specific provisions regerred to in the Trading Regulations, as  applicable in the particular jurisdiction in which the trading in Benefits takes place. In case of conflict between any other part of the Terms and Conditions and such  specific provisions of  the Trading Regulations, the provisions of the applicable Trading Regulations shall take precedence.
6. Capitalised terms shall have the meaning assigned to them in Schedule 2 (Glossary and Interpretation) or as specifically defined in the text body of these Introductory Terms, the General Terms, the Trading Regulations and/or the Schedules. Terms and expressions shall be interpreted as set forth in Schedule 2 (Glossary and Interpretation).
7. The Parties acquire their rights and undertake obligations under the provisions of Governing Law. In cases specified in the Trading Regulations and/or the Benefit Contract, the provisions of Applicable Law shall apply subject to the requirements of the particular jurisdiction in which the trading in Benefits takes place.
8. The Terms and Conditions apply as in effect from the date specified therein and may be updated by Renewabl from time to time as provided in the General Terms. 

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‍General terms

Section 1: Status of the Terms and Conditions

1. The Parties
   

1.1. The Terms and Conditions shall apply to:
1.1.1. The Generators and the Customers are further collectively referred to as the Participants.
1.1.2. Renewabl in its role as the manager and operator of the Renewabl Portal;
1.1.3. Generators in their role as Sellers of the Benefits; and

1.2. Customers in their role as Buyers of the Benefits.

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2. Roles of the Parties

2.1. Renewabl shall comply with the parts of the Terms and Conditions, which:

2.1.1. Apply to all Parties; and
2.1.2. Are specifically expressed to apply to Renewabl.

2.2. Each Customer shall, subject to Rule 3, comply with the parts of the Terms and Conditions, which:
2.2.1. Apply to all Parties;
2.2.2. Apply to all Participants; and
2.2.3. Are specifically expressed to apply to the Customers.

2.3. Each Generator shall, subject to Rule ‎3, comply with the parts of the Terms and Conditions, which:

2.3.1. Apply to all Parties;

2.3.2. Apply to all Participants; and

2.3.3. Are specifically expressed to apply to the Generators.

3. Accession of new Participants

3.1. Any person who wishes to get access to the Renewabl Portal must comply with the application requirements set under Appendix 1 (Accession Requirements) and via the Accession Application on the Renewabl Portal it needs to indentify, inter-alia, whether it wishes to be registered as a Generator or a Customer.

3.2. In the circumstance that a Participant wishes to access the Renewabl Portal as both a Generator and a Customer, specific terms would need to be agreed via the “Introducer’s Agreement”. There may be exclusions to certain services provided by Renewabl in this case..

3.3. Renewabl may permit a third party to access the Renewabl Portal as a Participant where that party has:

3.3.1. Confirmed to Renewabl that it meets the Accession Requirements; and

3.3.2. Filled in the Accession Application on the Renewabl Portal.

3.4. Subject to Renewabl’s confirmed compliance with Rule ‎3.3, each Participant consents to the accession of third parties as new Participants during the term of the Terms and Conditions.

3.5. In addition to acccepting and complying with the Accession Requirements set under Appendix 1, a Generator must also conclude a “Introducer’s Agreement” with Renewabl in order to define commercial and additional accession terms.

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4. Withdrawal of existing Participants

4.1. At any time, any Participant may give Renewabl a written notice specifying that they wish to withdraw and stating the date (not less than 3 (three) months from the notice) that the applying Participant wishes to withdraw from participation in the Renewabl Portal.

4.2. A Participant who:

4.2.1. Submits a notice to Renewabl under Rule ‎4.1; or

4.2.2. Issues a notice to withdraw under Rule 5.2; or

4.2.3. Is notified by Renewabl that their participation is terminated under Rule ‎13,

(in each case, a "Withdrawing Participant") shall cease to be a Party to the Terms and Conditions from the date specified in the relevant notice and cease to have access to and any rights under the Renewabl Portal save as set out below.

4.3. Renewabl shall, from the date on which the Withdrawing Participant’s withdrawal is effective, cancel any of the Withdrawing Participant's existing (meaning suspended or live but unexecuted) Benefit Orders which are live on the Renewabl Portal at the time of the withdrawal.

4.4. Withdrawal of a Participant shall be without prejudice to any Participant’s rights and obligations under any Benefit Contracts which were entered into prior to the withdrawal date, and the Withdrawing Participant agrees that it shall adhere to the provisions of the Terms and Conditions in respect of (and to the extent applicable to) those Benefit Contracts notwithstanding that Participant’s withdrawal from the Renewabl Portal.

4.5. A Withdrawing Participant shall not (where that Participant is a Generator), submit any Benefit Orders in the period prior to that Party’s withdrawal.

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5. Amendments to the Terms and Conditions

5.1. Renewabl may change the provisions of the Terms and Conditions at any time. Renewabl will notify Participants via the Renewabl Portal not less than 15 (fifteen) days in advance of making any changes to the Terms and Conditions, and will make available an updated version of the Terms and Conditions on the Renewabl Portal.

5.2. In the event a Participant does not agree with the proposed changes to the Terms and Conditions, that Participant may withdraw from the Terms and Conditions by giving written notice to Renewabl, in which case:

5.2.1. The withdrawal shall be effective from the date of the change to the Terms and Conditions set out in the notice posted on the Renewabl Portal; and

5.2.2. Rule 4.4 shall apply.

5.3. In the event no written notice is received from a Participant under Rule ‎5.2, the relevant Participant will be bound by the provisions of the Terms and Conditions, as amended from the effective date of the changes, as notified by Renewabl under Rule ‎5.1.

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Section 2: Requirements of Participation

6. Compliance with the Terms and Conditions
   

6.1. Each Party warrants and undertakes to Renewabl that it shall, in its uses of the Renewabl Portal and (in the case of Participants) in respect of the placing, conclusion and execution of all Benefit Orders, comply with the relevant provisions of the Terms and Conditions.

7. Participant Warranties

7.1. The following Warranties are given by each Participant (“Warranting Party”) pursuant to Schedule 1 (Warranties) for the benefit of all other Parties:

7.1.1.On a continuing basis, the Continuing Warranties;

7.1.2. (In respect of the Generators only) on the date on which any Benefit Order is submitted pursuant to the Trading Regulations, the Posting Warranties; and

7.1.3. (In respect of the Customers only) on the date on which any Benefit Order is submitted pursuant to the Trading Regulations, the Acceptance Warranties.

7.2. In the event that a Generator becomes aware that any of the Generator Continuing Warranties given by it are no longer accurate, it shall immediately:

7.2.1. Notify Renewabl of the circumstances meaning that the Generator no longer complies with the Generator Continuing Warranties;

7.2.2. Withdraw or suspend any live unexecuted Benefit Order (and if this is not done, Renewabl may do so on the Generator’s behalf); and

7.2.3. Not submit any further Benefit Orders via the Renewabl Portal unless and until all Generator Continuing Warranties given by it are again accurate.

7.3. In the event that a Customer becomes aware that any of the Customer Continuing Warranties given by it are no longer accurate, it shall immediately:

7.3.1. Notify Renewabl of the circumstances meaning that the Customer no longer complies with the Customer Continuing Warranties;

7.3.2. Not submit any further Benefit Orders via the Renewabl Portal unless and until all Customer Continuing Warranties given by it are again accurate.

7.4. In cases where the trading in Benefits via the Renewabl Portal is carried out by the Participant’s Authorised Representative pursuant to Rule 24.2, the respective Warranties may be given by the Authorised Representative acting on behalf of the Warranting Party. The Warranting Party and its Authorised Representative shall be deemed jointly and severally liable for the continuous compliance with the given Warranties and due performance under this Rule 7. The Authorised Representative shall be additionally bound by Authorised Representative Continuing Warranties.

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8. Intellectual Property Rights

8.1. Renewabl (and, where applicable, its licensors) are the exclusive owners of the Renewabl Portal, and, with the exception of the ICFE calculations, no Participant has any rights (including Intellectual Property Rights of any kind) in the Renewabl Portal, the Matching Engine or the data visible, accessible or displayed on or by either, except as expressly set out in the Terms and Conditions and/or an individual Schedule concluded between Renewabl and a Participant

8.2. Nothing in the Terms and Conditions grants any Party rights to any Intellectual Property Rights owned by another Party except as expressly set out in the Terms and Conditions.

8.3. Each Participant undertakes that the use of the Renewabl Portal (and any of Renewabl’s Intellectual Property Rights in the Renewabl Portal) will be used only for the purposes of submitting, accepting and otherwise concluding Benefit Orders and Benefit Contracts, and that the Participant will not attempt to reverse engineer, deconstruct, or otherwise gain enhanced access to any of Renewabl’s software or platforms (including, without limitation, the Renewabl Portal or the Matching Engine) which may be used or made available to the Participant under or in connection with the Terms and Conditions in any way. This undertaking will survive termination of the Terms and Conditions or a Participant's accession thereto.

8.4. The Participants acknowledge that if there is a breach of any provision of the Terms and Conditions relating to Intellectual Property Rights, monetary damages may not be an adequate remedy and Renewabl will be entitled (in addition to any other legal remedy) to seek an injunction, or any other equitable relief available to them.

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Section 3: The Renewabl Portal

9. Status of Renewabl

9.1. Renewabl acts solely as the manager and operator of the Renewabl Portal and the Matching Engine.

9.2. Acting in its absolute discretion, Renewabl may make available any Offered Benefits on the Renewabl Portal, and allow such Benefits for trading on the terms of the Benefit Contract, provided such Benefits are compatible with Renewabl’s system and not otherwise prohibited from trading under Governing Law and/or Applicable Law.

9.3. Renewabl will not carry any trade via the Renewabl Portal whether on its own account or on the account of any of its Group Entities.

9.4. Rule 9.3 does not preclude Renewabl from offering the Participants a Bundled Product for sale of the Benefits via the Renewabl Portal under the terms and conditions of the Trading Regulations and in compliance with Applicable Law.

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10. Performance of the Renewabl Portal

10.1. Renewabl shall use reasonable endeavours to ensure that the Renewabl Portal remains available for use by Participants while the Terms and Conditions are in place.

10.2. However, all Participants acknowledge that services such as the Renewabl Portal require maintenance, may experience faults or outages (both scheduled and unscheduled) and that nothing in the Terms and Conditions obliges Renewabl to make the Renewabl Portal available, at any specific times, for any aggregate amount of uptime, or at all.

10.3. In the event of cumulative outages exceeding five (5) consecutive business days within a calendar month, participants may be entitled to a pro-rata refund of subscription fees for the affected period upon written request. This compensation shall be the sole remedy for service interruptions and is subject to the Platform's verification of the outage claim.

10.4. No Party shall be liable to any other Party under the Terms and Conditions for any breach of the Terms and Conditions or failure to carry out any action within a required period of time if and to the extent that the failure was caused by non-availability of the Renewabl Portal, provided that such Party remedies the breach or carries out the required action (as applicable) as soon as reasonably possible once the Renewabl Portal becomes available for use again. However, no unavailability of the Renewabl Portal will affect the rights and obligations of Participants under any Benefit Contract to which they are a party.

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11. Confidentiality, publicity and announcements

11.1. Subject to clause ‎11.4, each Party shall (from the point of its agreement to the Introducer’s Agreement and for a period of two years after ceasing to be a Party):

11.1.1. Keep any Confidential Information it receives confidential;

11.1.2. Not use Confidential Information for any purpose other than to comply with their obligations under the Terms and Conditions;

11.1.3.Not disclose Confidential Information to any third party without the express prior written consent of the Party to whom the Confidential Information belongs; and

11.1.4. Prevent the unauthorised disclosure of any confidential Information in that Party’s possession.

11.2. Each Party is responsible for ensuring that anyone who receives or deals with the Confidential Information on a Party’s behalf (including that Party's employees, officers, contractors, advisers and agents) owes that Party obligations of confidentiality at least as protective as the obligations in the Terms and Conditions.

11.3. Each Party is responsible to the other Parties if anyone to whom they disclose Confidential Information does anything that would be a breach of the Terms and Conditions as if that Party had done it itself.

11.4. The duties of confidentiality set out in clause ‎11.1 do not apply:

11.4.1. To disclosures to a Party’s employees, officers, contractors, advisers and agents, provided that the requirements of clause 11.2 are met;

11.4.2. If and to the extent that the disclosure is required by a Competent Authority (in which case the disclosing Party shall, to the extent reasonably practicable, give notice to the Party whose information is to be disclosed in advance);

11.4.3. To information which is publicly available or which the relevant Party can demonstrate was already known to them at the time of disclosure;

11.4.4. Which subsequently becomes publicly available (other than in breach of the Terms and Conditions or other obligations of confidentiality) from the point that it becomes publicly available; and/or

11.4.5. To information which is subsequently lawfully disclosed to that Party from a third party who does not owe the Party whose Confidential Information it is any direct or indirect duties of confidentiality.

11.5. No Participant will make (or permit any third party to make) any public announcement concerning the Terms and Conditions or any of the Benefit Orders and/or Benefit Contracts without the prior written consent of Renewabl and any other Participant named or identifiable from the publication.

11.6. The restriction on announcements in clause 11.5 shall not apply to announcements:

11.6.1. Required by a Competent Authority, provided that the Party making the announcement takes reasonable steps to limit the information disclosed to only what is lawfully required by a Competent Authority; and

11.6.2. Containing information published by Renewabl on individual and/or aggregated transactions executed via the Renewabl Portal subject to the condition that such announcements contain depersonalised data of the Participants engaged in particular transactions, unless otherwise expressly agreed between Renewabl and the Participants.

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12. Portal Fees

12.1. As a condition of access to the Renewabl Portal, the Generator agrees to pay the Portal Fees to Renewabl.

12.2. The Portal Fees are exclusive of VAT, which shall be charged at the applicable rate. Renewabl will issue a valid VAT invoice along with its request for payment.

12.3. The Generator  under a Benefit Contract will be responsible for the payment of Renewabl’s fees. The Participant will issue invoices under Benefit Contracts to the relevant Participant directly inclusive of Portal Fees.

12.4. The Portal Fees and other Commercial Particulars shall be agreed upon within the “Introducer’s Agreement”.

12.5. Portal Fees shall be payable in line with the following process:

12.5.1. Renewabl will invoice the relevant Participant for Renewabl’s Portal Fees on or after conclusion of the relevant Benefit Contract;

12.5.2. The price submitted as part of a Participant’s Benefit Order shall be inclusive of the Portal Fees;

12.5.3. The Participant shall pay any invoice issued by Renewabl in respect of the Portal Fees on or before the date falling 30 (thirty) days after invoice is issued.

12.6. Introduced Transactions and Fee Obligation

12.6.1. In cases where a Seller enters into a Relevant Contract or Benefit Contract as a result of an introduction made by Renewabl or via the Renewabl Portal, the Seller agrees to pay the applicable fees to Renewabl in accordance with the Introducer’s Agreement and the relevant Commercial Particulars. Each fee will be clearly stated in every tender "The Renewabl Fee" and by participating in the tender each seller agrees to pay the fee to Renewabl under the following conditions: for EACs, 100% of the fee payable upon contract signature, for PPAs, 20% upon Term Sheet signature and 80% upon contract execution.

12.7. Non-Circumvention

12.7.1. The Seller undertakes not to, directly or indirectly, bypass, circumvent, avoid, or attempt to avoid Renewabl’s entitlement to fees by engaging with any Prospective Client introduced by Renewabl without Renewabl’s involvement. This restriction applies during the term of the Platform Terms and Conditions and for a period of 18 months thereafter.

12.8. Binding Nature

12.8.1. These obligations apply regardless of whether the subsequent agreement with the Prospective Client differs from the initially Introduced Project or Product. Breach of this clause shall constitute a material breach of the Terms and Conditions and may lead to immediate termination of platform access, as well as liability for full fees and damages.

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Section 4: Liabilities and Default

13. Limit of liability

13.1. Each Benefit Contract carries its own limit of liability, which is as set out in the relevant Benefit Contract. Subject to Rules 13.2 and ‎13.3, the maximum aggregate liability of a Party in respect of any contractual or non-contractual claim, dispute or other matter arising in any way out of a Party’s compliance with or performance of the Terms and Conditions is:

13.1.1. In respect of liabilities owed by Renewabl to a particular Participant, limited in each calendar year to the amount of the Portal Fees paid by that Participant to Renewabl that same calendar year; and

13.1.2. In respect of liabilities owed by each Participant to Renewabl, limited in each calendar year to an amount equal of the Portal Fees paid by that Participant to Renewabl in that same calendar year:

13.2. Except for liabilities which are specified by Rule ‎13.3 not to be limited, each Party shall be liable to the other Parties in respect of their direct losses only, and no Party shall be liable to another for any financial or economic loss (including loss of revenue, loss of expected savings, loss of contract or loss of opportunity), whether direct or indirect and whether foreseeable or not foreseeable as at the date of the Terms and Conditions.

13.3. This Rule 13 does not in any way limit or affect:

13.3.1. Liability which cannot be restricted or limited by Governing Law, including (without limitation) liability for:

13.3.1.1. Liability arising from a Party's fraud or fraudulent misrepresentation; and/or

13.3.1.2. Death or personal injury caused by a Party’s negligence.

13.3.2. Liability incurred or arising under a Benefit Contract (which, to avoid doubt, will be as specified in the relevant Benefit Contract); and/or

13.3.3. The Participant’s liability to pay the Portal Fees to Renewabl; and/or

13.3.4. The indemnities given in favour of Renewabl; and/or

13.3.5. Liability arising from a Party’s Gross Negligence.

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14. Breach of the Terms and Conditions

14.1. Where Renewabl reasonably believes that a Participant:

14.1.1. Has provided false or incorrect information, including where Renewabl reasonably believes that any warranty given by the Participant under Rule ‎7 was not true and accurate at the time that it was made;

14.1.2. Is in breach of any provision of the Terms and Conditions;

14.1.3 Has not engaged with the Renewabl Portal by submitting a Benefit Order for a period of 12 (twelve) months or longer;

14.1.4. Has breached or has defaulted on one or more Benefit Contracts; and/or

14.1.5. Has suffered an insolvency event,
a “Breach” of the Terms and Conditions is committed by the relevant Participant (subject to Rule 14.7).

14.2. In the event a Participant has committed a Breach, Renewabl may:

14.2.1. Issue the Participant with a warning via the Renewabl Portal;

14.2.2. Suspend the Participant from participation on the Renewabl Portal for a period of time; and/or

14.2.3. Terminate the Participant’s access to and participation in the Renewabl Portal.

14.3. If Renewabl issues the Participant with a warning, the warning will specify as a minimum the date and nature of the conduct which has resulted in the warning being issued.

14.4. If Renewabl elects to suspend or terminate a Participant's access to the Renewabl Portal, Renewabl will give the Participant as soon as reasonably possible:

14.4.1. Details of whether their participation is terminated or suspended;

14.4.2. The date from which such termination or suspension is (or was) effected;

14.4.3. In the case of a suspension, details of the length of the suspension (if of a fixed duration) and details of any conditions which must be met before access will be reinstated;

14.4.4. Reasonable details as to the date and nature of the conduct which has resulted in the suspension or termination.

14.5. Renewabl have full discretion as to what course of action to take, and may in particular have regard to:

14.5.1. The nature of the breach, including whether such conduct was wilful or inadvertent;

14.5.2. The impact of the breach on the other Parties, including any losses suffered by any Party;

14.5.3. Any actions taken by the Participant to mitigate the impact of the breach or to prevent it from happening again;

14.5.4. The likelihood of the breach reoccurring; and

14.5.5. Any previous warnings issued to or suspensions implemented in respect of the Participant.

14.6. Termination or suspension of a Participant's access to the Renewabl Portal will not affect the validity of any Benefit Contract to which that Participant is a party, which will continue unaffected by the termination or suspension (as appropriate).

14.7. Where a Participant does not agree with Renewabl’s assessment that it has committed a Breach, it may raise a dispute by notifying Renewabl in writing of its reasons for disputing Renewabl’s assessment. Where it is agreed or determined that Renewabl’s belief was not correct, a Breach shall be deemed not to have occurred Renewabl shall revoke any warning given and/or reverse any suspension or termination of the Participant’s participation on the Renewabl Portal as soon as reasonably possible. Provided Renewabl’s belief was, at the time the determination was made, reasonable, the affected Party waives any liability of Renewabl in relation to actions taken in respect of the suspected Breach and/or other actions or decisions whatsoever.

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15. Termination of the Terms and Conditions

15.1. In the event:

15.1.1. Renewabl wishes to cease operation of the Renewabl Portal;

15.1.2. Renewabl suffers an insolvency event;

15.1.3. There is a material Change in Law, market conditions, and/or other circumstances which means that it is no longer possible and/or desirable for Renewabl to continue to operate the Renewabl Portal; and/or

15.1.4. there are no Participants (other than suspended Participants) at any given time, Renewabl may, by notice given to any remaining Participants (which may include a notice posted to the website of Renewabl or on the Renewabl Portal), cease to operate the Renewabl Portal. Where possible, Renewabl will give at least 15 (fifteen) days’ notice to any remaining Participants that it will cease operating the Renewabl Portal.

15.2. On a permanent cessation of the Renewabl Portal:

15.2.1. The existing rights, obligations and liabilities of the Parties for anything that happened before the cessation of the Renewabl Portal are unaffected;

15.2.2. Any Benefit Contracts which were in existence at the date of cessation of the Renewabl Portal are unaffected; and

15.2.3. Renewabl shall facilitate (and all Participants will offer reasonable support to effect) an orderly shutdown of the Renewabl Portal (and shall, in particular, provide an opportunity for any remaining Participants to access and download copies of any Benefit Contracts entered into under the provisions of the Terms and Conditions.

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16. Status of the Benefit Contracts on Termination or Suspension

16.1. The termination, suspension or cessation of the Terms and Conditions does not affect the validity of any Benefit Contracts entered into prior to the relevant termination, suspension or cessation (including any provisions of a Benefit Contract which incorporates by reference terms, the provisions of the Terms and Conditions into the relevant Benefit Contract).

16.2. Following termination or cessation of the Terms and Conditions (and during any period of suspension), Renewabl will take steps as soon as reasonably practicable to suspend the Renewabl Portal and no Party shall:

16.2.1. Submit a Benefit Order; or

16.2.2. Otherwise attempt to enter into any new Benefit Contract.

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17. Indemnities

17.1. Each Participant indemnifies Renewabl in respect of any and all Losses suffered or incurred by Renewabl, to the extent those Losses or costs arise as a result of:

17.1.1. Any breach of Rule ‎7 by that Participant;

17.1.2. Any breach of Rule ‎11 by that Participant; and/or

17.1.3. Any costs incurred by Renewabl as a result of any Benefit Contract entered into by the Participant (including any claims by a Participant or a third party that Renewabl is in any way liable for the performance of obligations under a Benefit Contract).

17.2. The indemnities given in Rule ‎17 survive termination or expiry of the Terms and Conditions or a Participant’s accession thereto.

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Section 4: Miscellaneous

18. Data protection

18.1. This Rule 18 is in addition to, and does not remove or replace, any Party’s obligations under Data Protection Laws or relieve any Party of any liability under Data Protection Laws.

18.2. Each Party acknowledges and agrees that they shall only share, transfer, or otherwise process personal data (as defined in the Data Protection Laws) on the Renewabl Portal for the purposes of selling and purchasing Benefits to other Participants and related matters.

18.3. Each Party shall comply with the Data Protection Laws applicable to them in connection with their use of and access to the Renewabl Portal, their publication or use of any content published on the Renewabl Portal, and their processing of personal data in connection with the Renewabl Portal and the Terms and Conditions.

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19. Notices

19.1. Each Participant is responsible for ensuring that its contact details listed on the Renewabl Portal are kept up to date.

19.2. Any notice given by a Party to another Party or Parties pursuant to or in connection with the Terms and Conditions or the Renewabl Portal (other than notices relating to a Benefit Contract, which are governed by Rule ‎19.3) shall be:

19.2.1. Sent electronically on the Renewabl Portal to the other Party or Parties using the contact details for the other Party or Parties as specified on the Renewabl Portal from time to time;

19.2.2. During periods where the Renewabl Portal is not available:
19.2.2.1. Notices to Renewabl may be sent to hello@renewabl.com; and
19.2.2.2. Renewabl may contact Participants at the email address provided for notices as part of the accession process for that Participant;

19.2.3. (In the case of legal proceedings only) delivered by hand or pre-paid first class post or next-day delivery service to the other Party’s or Parties’ registered office address (if a company) or its principal place of business (in any other case).

19.3. Notices under a Benefit Contract may be sent either:

19.3.1. By email to the address specified in the Benefit Order; or

19.3.2. (In the case of legal proceedings only) delivered by hand or pre-paid first class post or next-day delivery service to the other Party’s or Parties’ registered office address (if a company) or its principal place of business (in any other case).

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20. Severability

20.1. If any provision of the Terms and Conditions is or becomes (for any reason) invalid, illegal, or unenforceable as against a Party or Parties, then that provision shall be deemed deleted without any effect on the validity and enforceability of the rest of the Terms and Conditions.

20.2. If any provision of the Terms and Conditions is deemed deleted pursuant to Rule ‎20.1, Renewabl may notify the affected Party or Parties of a replacement provision of reasonably similar substance that shall replace the deleted provision with effect from the date of notification pursuant to this Rule 20.2.

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21. Non-waiver

21.1. Any failure or delay by a Party to exercise any right or remedy provided for by the Terms and Conditions or by law shall not be a waiver of that right or remedy, nor shall it prevent or limit on the Party’s exercise of any right or remedy.

21.2. Any partial or single exercise by a Party of a right or remedy provided for by the Terms and Conditions or by law shall not limit any further exercise of that or any other right or remedy.

21.3. A waiver of any right or remedy provided for by the Terms and Conditions or by law shall only be effective on notice given by the Party which specifies the waiver in reasonable detail, and any such waiver shall not be deemed a waiver of any other right or remedy (whether existing at the same time or subsequently arising).

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22. Governing Law

22.1. The Terms and Conditions and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with contents, subject matter, or formation thereof shall be governed by and construed in accordance with the laws of England and Wales.

22.2. If the Terms and Conditions would impose any obligations, conditions or requirements on Renewabl in conflict with Governing Law, the provisions of Governing Law shall take precedence.

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23. Dispute Settlement

23.1. Any dispute arising out of or in connection with the Terms and Conditions shall be settled by a mutual agreement in consultations between the Parties.

23.2. Any dispute arising out of or in connection with Terms and Conditions, which cannot be settled under Rule 23.1, shall be referred to the London Court of International Arbitration (LCIA) and finally resolved under the LCIA Arbitration Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 3 (three). The seat, or legal place, of arbitration shall be London, the United Kingdom. The language to be used in the arbitral proceedings shall be English.

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24. Assignment and transfer

24.1. Participants acknowledge that their participation on the Renewabl Portal is personal to them and consequently they may not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over, or deal in any other way with any of its rights and obligations under the Terms and Conditions.

24.2. Rule 24.1 shall apply without prejudice to the Participant’s right to engage an Authorised Representative for trading via the Renewabl Portal. Such engagement shall be approved by Renewabl in writing prior to the Authorised Representative’s entry for trading via the Renewabl Portal. In such case, the Authorised Representative shall be deemed as acting on behalf of the Participant in full scope and both the Participant and its Authorised Representative shall be jointly and severally liable under the Terms and Conditions in relations with Renewabl and other Participants.

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25. Requirement to mitigate

25.1. Nothing in the Terms and Conditions shall put any restrictions or limitations on a Participant’s general obligation at law to mitigate any Losses (or any other type of loss) it may suffer as a result of an event that may give rise to a claim under or in connection with the Terms and Conditions.

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26. Force Majeure

26.1. If a Party is unable to or is prevented, hindered, or delayed from performing any of its obligations under the Terms and Conditions by a Force Majeure Event, the affected Party shall:

26.1.1. Subject to Rule 25.1, not be in breach of the Terms and Conditions or otherwise liable for failure or delay in complying with the Terms and Conditions;

26.1.2. Use reasonable endeavours to mitigate the impact of the Force Majeure Event on the performance of its obligations in compliance with the Terms and Conditions.

26.2. If the impact of a Force Majeure Event prevents, hinders, or delays a Party from performing any of its obligations under the Terms and Conditions for a continuous period of more than three (3) months, the affected Party may withdraw from the Terms and Conditions by giving three (3) weeks’ written notice to Renewabl (or, where Renewabl is the affected Party, Renewabl may terminate the Terms and Conditions).

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27. Third party rights

27.1. Unless expressly stated otherwise, the Terms and Conditions does not grant or otherwise give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms and Conditions.

27.2. Renewabl’s right to amend, supplement and/or otherwise update the Terms and Conditions are not subject to the consent of any Participant and/or third party.

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28. Entire Terms and Conditions

28.1. The Terms and Conditions constitute the entire agreement between Renewabl and the Participants as well as supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and other understandings between Renewabl and the Participants, whether in writing or oral or other form, relating to its subject matter.

28.2. The Parties each agree that they shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not specified in the Terms and Conditions.

28.3. Each Party agrees that they shall have no claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in the Terms and Conditions.

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Trading regulations‍

Section 1: Status of the Trading Regulations

1. Applicability of the Trading Regulations

1.1. The Trading Regulations shall apply for trading in the Benefits duly registered on the Benefits Register established and maintained by the Issuing Body.

1.2. The Participants are eligible to submit, complete and execute Benefit Orders and Benefit Contracts via the Renewabl Portal under the terms and conditions of these Trading Regulations subject to the condition that:

1.2.1. The Participants, including Generators and Customers, are registered on the Benefits Register in a manner and to the extend required under Applicable Law ; and

1.2.2. The Benefits submitted for sale or requested for purchase by a Participant are issued in or imported to the jurisdiction in which the trading in Benefits takes placesand are registered on the Benefits  Register with the active and provable validity on the day of the intended execution of the Benefit Contract.

1.2.3. In some cases, it may be that the Participant does not have an account and allows a third party to manage Benefits on their behalf, for example, an energy supplier. As long as this is confirmed in any Benefit Contract concluded via the Renewabl Portal, this is acceptable. 

1.3. Types of Benefits eligible for sale and purchase via the Renewabl Portal are defined under Applicable Law.

1.4. Each Participant shall be solely responsible for meeting the regulatory requirements regarding their undertaken  energy activities in the jurisdiction in which the trading in Benefits takes place and their respective compliance with Rules 1.2 and 1.3.

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2. Applicable Law

2.1. For the purposes of these Trading Rules, the laws of the jurisdiction in which the trading in Benefits takes place shall apply with regard to the Participant’s undertaken energy activities as well as the procedures for issuance, registration, transfer and redemption of the Benefits and related transactions carried out via the Benefits  Register.

2.2. The Parties shall in particular comply with the requirements of Applicable Law as relevant for their respectively undertaken activities and set out, amongst others, under parliamentary, governmental and/or other executive legal acts, binding orders issued by a national energy regulatory authority, other compentent authorities and/or system operators in charge,  and/orother biding deeds as applicable and updated from time to time.

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Section 2: Handling of Benefit Orders

3. Submission of Benefit Orders

3.1. A Participant may submit a Benefit Order through the Renewabl Portal in such form and during such times as Renewabl may prescribe from time to time by way of supplementary guidelines, amendment to the Terms and Conditions or otherwise. Any Benefit Order which does not comply with the prescribed requirements may be rejected by Renewabl.

3.2. Participants may submit Benefit Orders relating to the Benefits duly registered on the Benefits Register in compliance with Applicable Law. Participants shall submit, upon Renewabl’s request, the proof of active registration and validity of the Benefits.

3.3. Once a valid Benefit Order has been submitted, the Benefit Order:

3.3.1. Becomes executable and available for execution, and (when executed) will be binding on the Participant submitting the Benefit Order (unless otherwise provided in the Terms and Conditions); and

3.3.2. Will remain open on the Renewabl Portal until executed, withdrawn or cancelled.

3.4. The Participant may withdraw the Benefit Order from the Renewabl Portal or amend the Benefit Order at any time prior to the execution of a Benefit Contract in respect of the Offered Benefits.

3.5. Renewabl may, upon the Participant’s request, support the Participant in the submission, amendment or withdrawal of one or more Benefit Orders and may in such circumstances submit Benefit Orders on that Participant’s behalf as soon as reasonably practicable provided that Renewabl shall be under no obligation to take (or omit to take) any action which would or might lead to a breach of non-speculation and compliance rules set under the General Terms.

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4. Types of Benefit Orders

4.1. The following types of Benefit Orders may be submitted via the Renewabl Portal:

4.1.1. Generator’s orders to sell a specified volume of Benefits, including but not limited to Unbundled EACs, PPAs, or Green Tariffs (collectively referred to as "Offered Benefits");

4.1.2. Customer’s orders to purchase the specified volume of ”Offered Benefits”..

4.2. Renewabl may, acting upon request of one or more Participants and subject to the compliance with Applicable Law, combine several valid Benefit Orders submitted by the Generators into a Bundled Product and offer such Bundled Product for sale on the Renewabl Portal. The Benefit Orders combined into a Bundled Product may not be executed individually.

4.3. Each Generator, when submitting a Benefit Order, is entitled to mark its disagreement for combining its submitted Benefit Order into a Bundled Product. If such disagreement is not marked by the Generator, it will be deemed by Renewabl as giving its express consent for combining the submitted Benefit Order (or several Benefit Orders) into a Bundled Product.

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5. Execution, suspension and cancellation of Benefit Orders

5.1. Benefit Orders are matched by:

5.1.1. A Participant submitting a valid and executable Benefit Order to Renewabl via the Renewabl Portal to the Matching Engine to sell or purchase the Benefits made available for trading on the Renewabl Portal; or

5.1.2. Renewabl offering a Bundled Product via the Renewabl Portal to the Matching Engine to sell the combined Benefits under valid and executable Benefit Orders made available for trading on the Renewabl Portal; and

5.1.3. A responding Participant accepting the relevant Benefit Order or Bundled Product for sale or purchase via the Renewabl Portal.

5.2. Renewabl will notify Participants of the matching Benefit Orders following execution of the trade of Benefit Orders, and will notify the relevant Participants (via the Renewabl Portal):

5.2.1. The identity of the Seller and the Buyer for the Benefit Contract (in case of a Bundled Product, identities of all Sellers of the combined Benefit Orders are disclosed);

5.2.2. The volume of the Accepted Benefits sold and purchased subject to the particular Benefit Order or Bundled Product;

5.2.3. The price of each Accepted Benefit and the final price of the transaction under the Benefit Contract; and

5.2.4. The information on the executed Benefit Contract in respect of the Accepted Benefits subject to the particular Benefit Order or Bundled Product,

each such notification being a “Benefit Contract Confirmation”.

5.3. Objections to the contents of any Benefit Contract Confirmation must be submitted by the relevant Participant without delay in writing and in all cases within 24/twenty four hours of issue of the Benefit Contract Confirmation.

5.4. Renewabl may, in its own discretion based on objective criteria (which Renewabl is under no obligation to publish but which it will provide on request):

5.4.1. Suspend or remove Benefits from trading (and may lift any such suspension); and

5.4.2. Suspend the execution of Benefit Orders in relation to any or all Benefits,

for example, by reason of regulatory suspension, or Benefit Orders which create risks to the Renewabl Portal’s ability to function as a fair and orderly market, or unavailability of the Renewabl Portal.

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6. Transfer of the Accepted Benefits

6.1. The Accepted Benefits confirmed under a Benefit Contract shall be transferred from the Seller’s account to the Buyer’s account on the Benefits Register by notifying the Issuing Body  on the executed Benefit Order and filling in the respective records of the transferred Benefits on the Benefits Register.

6.2. The Transfer of the Accepted Benefits, including the required notifications to the Issuing Body  and submissions to the Benefits  Register, shall be carried out under the terms and conditions of the Benefit Contract in compliance with Applicable Law.

6.3. The Benefits submitted for sale by the Generator’s valid and executable Benefit Order combined into a Bundled Product may be temporarily transferred to Renewabl’s account on the Benefits  Register, if so allowed by Applicable Law, until the final execution of the Bundled Product under the terms and conditions of the Benefit Contract.

6.4. For the purposes of Rule 6.3, Renewabl does not enter as party to the Benefit Contract and acts only as a facilitator of the Benefit Contract concluded and executed between the Generators, whose Benefit Orders to sell are combined into a Bundled Product, and the Customer, whose Benefit Order to purchase matched the respective Bundled Product.

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Section 3: Benefit Contracts

7. Status of Benefit Contracts

7.1. Benefit Contracts are entered into immediately on the valid execution of that Benefit Contract through the Renewabl Portal in accordance with Rule 5.2.

7.2. Each Benefit Contract is a separate, standalone, direct contract between the relevant Seller and the relevant Buyer, and no other Party is a party to that Benefit Contract. The Participants agree to indemnify Renewabl as specified in the General Terms in respect of any claims that allege or imply that Renewabl are a party to any Benefit Contract.

7.3. Each Benefit Contract creates primary legal obligations, enforceable by the parties to the Benefit Contract, and each such contract shall survive termination or expiry of the Terms and Conditions, or the relevant Party’s accession to the Terms and Conditions.

7.4. Each Benefit Contract is made on the terms set out in Appendix 2 (Specimen Benefit Contract).

7.5. Renewabl is not a party to, has no role in, and has no responsibility for, any Benefit Contract entered into by the Participants, or for the satisfaction or enforcement of the obligations owed by either Party to it. Any claim or dispute between Participants will be a matter for the relevant Participants to deal with, save that Renewabl shall provide reasonable assistance (including the provision of relevant information available to Renewabl) in order to support the Participants in resolving their claim or dispute.

7.6. Each Participant is entirely responsible for any and all obligations arising (directly or indirectly) from the entry, deletion and execution of all orders and trades submitted to the Renewabl Portal by or on behalf of that Participant, and any Benefit Contracts which arise as a result.

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8. Cancellation of Benefit Contracts

8.1. A Participant may request at any time within 24 (twenty four) hours of a Benefit Contract being entered into that Renewabl reviews, or Renewabl may decide (in its sole discretion) to review, any Benefit Contract where there are reasonable grounds to believe that:

8.1.1. The Benefit Contract is a result of improper use of the Renewabl Portal;

8.1.2. The Benefit Contract has been entered into due to errors or defects in the Renewabl Portal;

8.1.3. Where allowing the Benefit Contract to proceed may have an adverse effect on the integrity of the market; or

8.1.4. The Benefit Contract has been entered into or is proceeding in breach of Governing Law or Applicable Law.

8.2. Such review shall be carried out within 24 (twenty four) hours of a notification under Rule 8.1 being issued or determined by Renewabl to be required. Where any review identifies that such concerns are valid, Renewabl shall have the right to suspend or cancel any affected Benefit Contracts.

8.3. Renewabl shall notify affected Participants, via the Renewabl Portal, where a Benefit Contract is being reviewed in accordance with this Rule 8 or where a decision is taken to cancel a Benefit Contract.

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Section 5: Miscellaneous

9. Know Your Customer (KYC) verification

9.1. Any Generator or Customer may contact a corresponding Customer or Generator, respectively, who has submitted a Benefit Order for the purposes of carrying out additional Know Your Customer (KYC) due diligence checks on the relevant Customer or Generator.

9.2. Participants shall use reasonable efforts to provide any information reasonably requested by a Generator or Customer (as applicable) for the purpose of Rule 9.1 as soon as reasonably practicable provided that any additional information must be requested prior to a transaction being entered into pursuant to Rule 5.1.

9.3. Each Participant shall be solely and exclusively responsible for carrying out its required Know Your Customer (KYC) due diligence checks on the relevant Generator or Customer. Renewabl shall bear no liability for any misconduct, concern, dispute and/or any other issue arising from the Participant’s applied or failed to apply due diligence and/or compliance procedures, whether stemming from the applicable laws and/or the Participant’s internal regulations.

10. Provision of information

10.1 If reasonably requested by the Buyer, the Seller shall provide to the Buyer such evidence, information, certificates or other material as within its control and possession in connection with the issue of the Accepted Benefits.

10.2. The Participants shall submit any other data and information to Renewabl and/or other Participants as necessary for execution of Benefit Contracts pursuant to the Terms and Conditions and in compliance with Applicable Law.

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11. Costs

11.1. Each Participant shall bear its own costs incurred in complying with its obligations under the Benefit Contract in respect of the Transfer (including the acceptance of the Transfer) of the Accepted Benefits.

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Schedule 1. Warranties

1. Core Warranties

1.1. The Warranting Party is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, is in good standing).

1.2. The Warranting Party has all legal power and authority to:

1.2.1. Comply with the Terms and Conditions and any other documentation relating thereto to which it is a party; and

1.2.2. Perform its obligations under the Terms and Conditions and any other documentation relating thereto to which it is a party,

and has taken all necessary action to authorise that execution, delivery and performance.

1.3. The accession to the Terms and Conditions and the Warranting Party’s compliance with the provisions thereof contained within it have been duly and validly authorised by the Warranting Party.

1.4. The accession to the Terms and Conditions has been duly and validly executed by the Warranting Party and constitutes the legal, valid and binding obligation of the Warranting Party enforceable against it in accordance with its terms.

1.5. Compliance with the Terms and Conditions does not violate or conflict with any law applicable to the Warranting Party, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

1.6. The Terms and Conditions constitute legal, valid and binding obligations on the Warranting Party, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law).

1.7. No litigation, arbitration or administrative suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency, official or arbitrator is pending or, so far as it is aware, threatened against the Warranting Party which would, if adversely determined, result in a material adverse change in its financial condition or its ability to perform its obligations under the Terms and Conditions.

1.8. The Warranting Party is not relying upon any representations of any other Party other than those expressly set out in the Terms and Conditions.

1.9. Any Know Your Customer (KYC) information provided by the Warranting Party to the other Party is true, accurate and not misleading in any material respect.

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2. Generator Continuing Warranties

2.1. The Warranting Party is registered on the Benefits Register, if so required for the Generator under the applicable Trading Regulations.

2.2. The Warranting Party is not aware of any circumstances which will (or which might reasonably be expected to) result in the Warranting Party no longer being registered on the Benefits Register or their participation being suspended, where such registration is required for the Generator under the applicable Trading Regulations.

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3. Customer Continuing Warranties

3.1. The Warranting Party is registered on the Benefits Register, if so required for the Customer under the applicable Trading Regulations.

3.2. The Warranting Party is not aware of any circumstances which will (or which might reasonably be expected to) result in the Warranting Party no longer being registered on the Benefits Register or their participation being suspended, where such registration is required for the Customer under the applicable Trading Regulations.

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4. Posting Warranties

4.1. The Warranting Party owns (unencumbered) all of the Offered Benefits associated with the Benefit Order it is offering for sale in its Benefit Order or the Warranting Party legitimately expects to generate and own (unencumbered) all of the Offered Benefits associated with the Benefit Order submitted for the future sale during the time period specified in the Benefit Order (“Future Benefits”).

4.2. The Offered Benefits have been generated or the Future Benefits will be generated by the Warranting Party from qualifying renewable energy sources.

4.3. All information contained within or provided in support of the Benefit Order is true, accurate and not misleading in any way.

4.4. Without restricting the generality of the warranty at Clause ‎4.3, the Offered Benefits were of the Future Benefits will be generated during the period identified in the Benefit Order from the facility stated in the Benefit Order and the Warranting Party has access to sufficient data in order to demonstrate that this is the case.

4.5. The Warranting Party is not aware of any information, matter or circumstance which could reasonably result in the Competent Authority revoking, withdrawing, refusing to transfer or otherwise challenging the Offered Benefits.

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5. Acceptance Warranties

5.1. The Warranting Party has the financial and organisational resources necessary in order to conclude the purchase of the Accepted Benefits on the relevant terms contained in the Benefit Order.

5.2. The Warranting Party is not aware of any information, matter or circumstance which could reasonably result in the Authority revoking, withdrawing, refusing to transfer or otherwise challenging the Accepted Benefits.

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6. Authorised Representative Continuing Warranties

6.1. The Authorised Representative has been duly authorised to represent the Warranting Party as required by the Terms and Conditions and such representation has been approved by Renewabl.

6.2. The Authorised Representative undertakes its joint and several liability for the Warranting Party’s continuous compliance with its respective Warranties.

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Schedule 2. Glossary and interpretation

1. Glossary

1.1. The capitalised terms used in the Terms and Conditions shall have the meaning:

Acceptance Warranties — means the warranties set out in Clause 5 of ‎Schedule 1.

Accepted Benefits — means, in relation to a Benefit Order for the purchase of Benefits, the quantity of Offered Benefits which the Customer offers to purchase (which, for the avoidance of doubt, must not exceed the number of Offered Benefits under the matching Benefit Order or Bundled Product for sale of Benefits).

Accession Application — means an online form of the application to access the Renewabl Portal to be filled in by the Participants on the Renewabl Portal.

Accession Requirements — means the requirements of the Participant’s accession to the Renewabl Portal set out in ‎Appendix 1.

Appendix — means an appendix attached to the Terms and Conditions as an integral part thereof.

Applicable Law — means any law, regulation, ordinance, order, directive, notification, instruction, by-law, guideline, code or standard which is legally binding in the particular jurisdiction in which the trading in Benefits takes place as specified in the Trading Regulations or an individual Schedule concluded between Renewabl and a Participant

Authorised Representative — means a third party authorised by the Participant to trade in Benefits via the Renewabl Portal on such Participant’s behalf.

Benefit — means a renewable energy guarantee of origin certificate, as defined by provisions of Applicable Law.

Benefit Contract — means a contract entered between a Generator and a Customer for the sale and purchase of the Accepted Benefits resulting in the Transfer of the Benefits from a Generator to a Customer (specimen Benefit Contract is provided in Appendix 2). This applies to all contracts completed on the platform, including but not limited to; the purchase of unbundled EACs, Power Purchase Agreements (PPAs) and Green Tarrifs. 

Benefit Contract Confirmation — means a notification on confirmation of a Benefit Contract pursuant to the Trading Regulations.

Benefit Order — means an order to sell Benefits (in the base of Benefit Orders submitted by Generators) or to purchase Benefits (in the case of Benefit Orders submitted by Customers) submitted to the Renewabl Portal in line with the Trading Regulations.

Benefits Register — means the register (database) established and maintained by the Issuing Body in charge under Applicable Law for the purpose of identifying the holders of Benefits, and for facilitating the transfer of the same, and/or any successor or replacement register.

Breach — means a breach defined under Rule 15.1 of the General Terms.

Bundled Product — means Renewabl’s combined several Benefit Orders submitted by the Generators and offered for sale on the Renewabl Portal.

Buyer — means a Participant purchasing Benefits under the Benefit Contract.

Change in Law — means:
(a) the coming into effect of any law, regulation, ordinance, order, directive, notification, instruction, by-law, guideline, code or standard within Governing Law or Applicable Law, as applicable, that is not in effect at the date of the last revision of the Terms and Conditions;

(b) the modification, repeal or replacement of any law, regulation, ordinance, order, directive, notification, instruction, by-law, guideline, code or standard within Governing Law or Applicable Law, as applicable, after the date of the last revision of the Terms and Conditions; or

(c) a change after the date of the last revision of the Terms and Conditions in the interpretation or application by any Competent Authority of any law, regulation, ordinance, order, directive, notification, instruction, by-law, guideline, code or standard within Governing Law or Applicable Law, as applicable,

but does not include any of the above matters to the extent that they constitute changes to income tax, PAYE, corporation tax or similar.

Competent Authority — means any governmental or regulatory authority to which a Party is required (by law or by professional regulations or conventions) to comply (including, without limitation, any securities exchange applicable to that Party), and any court or other authority of competent jurisdiction.

Confidential Information means:
(a) information regarding the provisions of the Terms and Conditions;

(b) any information disclosed by one Party to another Party under the Terms and Conditions or on the Renewabl Portal (including messages received from the Matching Engine);

(c) any information or data accessible or visible on or made available by the Renewabl Portal; and

(d) any information concerning the business, affairs, customers, clients or suppliers of any other Party.

Continuing Warranties means:
(a) for all Participants, the Core Warranties;

(b) for Participants who are Generators, the Generator Continuing Warranties;

(c) for Participants who are Customers, the Customer Continuing Warranties.

Core Warranties — means the warranties set out in Clause 1 of ‎Schedule 1.

Customer — means a Participant who has confirmed to Renewabl that it meets the Accession Requirements and who has filled in the accession form on the Renewabl Portal in the capacity as a Buyer of Benefits.

Customer Continuing Warranties — means the warranties set out in Clause 3 of ‎Schedule 1.

Data Protection Laws — means any laws and regulations applicable to and binding on the relevant Party, including (to the extent applicable):
(a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”);

(b) within the scope of Governing Law: the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Data Protection Act 2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any laws or regulations implementing or replacing the above and any judicial or administrative interpretation of any of the above; and

(c) within the scope of Applicable Law: any national laws or regulations implementing GDPR and any judicial or administrative interpretation of any of the above.

Default Rate — mean, as specified under the Benefit Contract, 1% above the base rate of the Bank of England from time to time.

Force Majeure Event — means any circumstance (or circumstances) outside a Party’s reasonable control including, without limitation, earthquake, or other natural disaster; epidemic or pandemic; war, terrorist attack, civil riots or similar unrest, armed conflict or steps taken in connection with armed conflict, embargo, or disruption to diplomatic relations; nuclear, chemical, biological or similar attack; fire, flood, or similar event; interruption to or failure of necessary services (such as utilities).

Future Benefits — means the Offered Benefits submitted by the Generator for the future sale during the time period specified in the Benefit Order.

General Terms — means the general terms and conditions for accession to and use of the Renewabl Portal as set under Part 2 of the Terms and Conditions.

Generator — means a Participant who has confirmed to Renewabl that it meets the Accession Requirements and who has filled in the accession form on the Renewabl Portal in the capacity as a Seller of Benefits.

Generator Continuing Warranties — means the warranties set out in Clause 2 of ‎Schedule 1.

Governing Law — means any law, regulation, ordinance, order, directive, notification, instruction, by-law, guideline, code or standard which is legally binding in England and Wales.

Green Tarriff — physical electricity contract that includes a specified volume of EACs, together representing a 'Green' electricity supply for consumers.

Gross Negligence — means an act or omission that demonstrates a severe degree of carelessness or recklessness, indicating a blatant disregard for the consequences of such act or omission, which a reasonable and prudent party would not commit under the same circumstances.

Group Entities — means a group of related undertakings (i.e., subordinate or subsidiary legal entities) in which a participation is held or an undertaking linked with another undertaking by a relationship via contracts or other means which, either separately or in combination and having regard to the considerations of fact or law involved, confer the possibility of exercising decisive influence on an undertaking, in particular by:
(a) ownership or the right to use all or part of the assets of an undertaking;

(b) rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an undertaking.

Intellectual Property Rights — means, without limitation, patents, copyright, (including copyright in software code), database right, design right, trade secrets, trade names, trademarks (registered or unregistered) or any other registered or unregistered intellectual property right.

Introductory Terms — means the introductory terms and conditions as set under Part 1 of the Terms and Conditions.

Issuing Body — means an entity designated and/or otherwise authorised for issuance, registration and/or other administration of Benefits in the jurisdiction in which the trading in Benefits takes place.

Losses — means loss of profits, sales, business, or revenue; loss of contracts or other agreements; interruption to business; loss of anticipated savings; loss of use of data or other information; losses resulting from corruption of data or other information; loss of business opportunity, goodwill, or reputation; or any consequential or indirect loss or damage.

Matching Engine — means Renewabl’s system, accessible via the Renewabl Portal, which matches Benefit Orders submitted by the Participants, executes transactions for sale and purchase of Benefits based on the relevant parameters, and generates messages that a transaction for sale and purchase of Benefits has been entered into.

Offered Benefits — means the Benefits which a Generator has offered to sell via the Renewabl Portal under a submitted Benefit Order, including Unbundled EACs, PPAs, or Green Tariffs

Participants — means the Customers and the Generators, but not Renewabl.

Party — means, in the context of the Terms and Conditions, each of Renewabl, all Customers, and all Generators (or any one of them, as the context requires).

Portal Fees — fees payable by Sellers to Renewabl, which are set out in the “Introducer’s Agreement” between the party and Renewabl

Posting Warranties — means the warranties set out in Clause 4 of ‎Schedule 1.

Power Purchase Agreement (PPA) — a long-term contract between a business and a renewable energy generator for the purchase of electricity and/or EACs. 

Renewabl Ltd — means Renewabl Ltd, a limited liability company duly formed and validly existing under the laws of England, legal entity code 14521275, registered at 30 Great Guildford Street, London, England, SE1 0HS.

Renewabl UAB — means Renewabl UAB, a limited liability company duly formed and validly existing under the laws of the Republic of Lithuania, legal entity code 306718156, registered at Didžioji g. 18, LT-01128 Vilnius, Lithuania.

Renewabl Portal — means the electronic portal run by Renewabl Ltd for the purposes of enabling Participants to submit, complete and execute Benefit Orders and Benefit Contracts.

Revocation Event — means, in respect of any Benefit, where:
(a) the Benefit had previously been issued, received or accrued, and is subsequently revoked (or otherwise rescinded);

(b) a Transfer is invalid or unenforceable because the Benefit which was the subject of the purported Transfer was subject to a charge, lien, encumbrance, or other third party claim; or

(c) the Competent Authority requests the holder of the Benefit not to redeem the Benefit and as a result the holder has not redeemed the Benefit by the date by which that Benefit must reasonably have been redeemed.

Schedule — means a general schedule attached to the Terms and Conditions as an integral part thereof and/or an individual Schedule concluded between Renewabl and a Participant.

Seller — means a Participant selling Benefits under the Benefit Contract.

Introducer’s Agreement — accession agreement between Renewabl and Seller which defines commercial particulars and portal fees, as well as any specific terms required to be confirmed by the Seller.

Trading Regulations — means the particular regulations for trading in the Benefits as set under Part 3 of the Terms and Conditions.

Transfer — means, in respect of each Accepted Benefit to be transferred under a Benefit Contract, that the Seller has complied with its obligations under the Benefit Contract in respect of such Benefit, and that:
(a) the title in and benefit and ownership of the Benefit has been validly transferred to (or otherwise accrued to or vested in) the Buyer; or

(b) to the extent the benefit or ownership of the benefit has not been validly transferred to (or otherwise accrued to or vested in) the Buyer, the only actions not yet undertaken are actions that the Buyer is required to undertake as the recipient of the transfer, and the Seller has otherwise provided all information reasonably necessary for the Buyer to do so; and

(c) (in either case) the benefit has not subsequently been subject to a Revocation Event,

provided that no Benefit shall have been transferred if it was not transferred by the date by which that Benefit must reasonably have been transferred in order for the Buyer to enjoy the full value of that Benefit, being the date when the validity of the Benefit expires as defined under Applicable Law.

Unbundled EACs — means the EACs sold separately from the underlying energy output.

Warranties — means the assurances given by each Participant for the benefit of all other Parties, as set under the General Terms and Schedule 1.

Warranting Party — means the Participant giving the Warranties.

Withdrawing Participant — means a Participant withdrawing from participation in the Renewabl Portal pursuant to Rule 4.2 of the General Terms.

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2. Interpretation

2.1. In the Terms and Conditions:

2.1.1. References in singular include references in the plural and vice versa;

2.1.2. “Person” shall include corporations and any legal entity;

2.1.3. The words and phrases “other”, “including” and “in particular” will not limit the generality of any preceding words;

2.1.4. Except to the extent that the context requires otherwise references to a particular provision, Schedule or Appendix shall be references to that provision, Schedule or Appendix to the Terms and Conditions;

2.1.5. Except to the extent that the context requires otherwise, any reference to the Terms and Conditions or to any other agreement or document is a reference to it as amended, supplemented, novated or superseded from time; and

2.1.6. Headings and titles are inserted for convenience only and are to be ignored for the purposes of interpretation.

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Appendix 1. Accession requirement

1. Accession requirements applicable to Generators (Sellers):

1.1. To access the Renewabl Portal, Renewabl will perform a Know Your Customer (KYC) verification of a Generator (Seller).

1.2. Generators (Sellers) shall adhere to the provisions of the Terms and Conditions,  the Benefit Contract and the Introducer’s Agreement, including the applicable Portal Fees.

1.3. Generators (Sellers) shall provide Renewabl the proof of their registration on the Benefits Register and, upon Renewabl’s request, excerpts from the Benefits Register proving the number and validity of the registered Benefits in their possession.

1.4. Generators (Sellers) shall commit to selling the Accepted Benefits matched through the Renewabl Portal in response to their Benefit Orders to sell, understanding that any Benefit Contract entered into is legally binding under Governing Law.

1.5. Generators (Sellers) shall agree that Renewabl will manage their output of the Accepted Benefits and convert them into hourly-matched certificates to ensure compliance with relevant regulators, where so required under Applicable Law.

1.6. Generators (Sellers) shall provide Renewabl with their electricity network output data in .csv format or grant Renewabl access to such data via smart meters, where such data is required for execution of a Benefit Contract under Applicable Law.

2. Accession requirements applicable to Customers (Buyers):

2.1. To access the Renewabl Portal, Renewabl will perform a Know Your Customer (KYC) verification of a Customer (Buyer).

2.2. Customers (Buyers) shall adhere to the provisions of the Terms and Conditions and the Benefit Contract, including the applicable Portal Fees.

2.3. Customers (Buyers) shall provide Renewabl the proof of their registration on the Benefits Register and, upon Renewabl’s request, any information excerpts from the Benefits Register.

2.4. Customers (Buyers) shall commit to purchase the Accepted Benefits through the Renewabl Portal in response to their Benefit Order to buy, understanding that any Benefit Contract entered into is legally binding under Governing Law.

2.5. Customers (Buyers) shall furnish their consumption data in .csv format or grant Renewabl access to their consumption data through a direct connection to the database of a system operator (or other entity) in charge, along with additional details about their current tariff, pricing, and supplier, where such data is required for execution of a Benefit Contract under Applicable Law.

2.6. If a Customer (Buyer) is party to an active Power Purchase Agreement (PPA), Renewabl will require this information to accurately compute the Carbon Free Energy Score (CFE Score), where such information is required for execution of a Benefit Contract under Applicable Law.

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Renewable track Terms and Conditions

Last Updated: 9th January 2025

Welcome to Renewabl Track, a service provided by Renewabl (“we,” “us,” or “our”) limited liability company duly formed and validly existing under the laws of England, legal entity code 03474845, registered at 19 Hale House, Lindsay Square, Pimlico, SW1V 2HS, London, the United Kingdom.

By accessing or using our platform, you agree to comply with and be bound by the following terms and conditions. Please read them carefully before using our services.

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1. Acceptance of Terms

1.1. By accessing or using the Renewabl Track platform, you agree to abide by these Terms and Conditions. If you do not agree with any part of these terms, you must discontinue using the platform.

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2. Description of Service:

2.1. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in these Terms and Conditions.

2.2. Renewabl Track is a platform designed to track and provide insights into:

2.2.1. Energy Consumption Monitoring: 
2.2.1.1.The platform offers tools to monitor and analyse energy usage.
2.2.1.2. Users can access real-time and historical energy consumption data, identify patterns and pinpoint areas for optimisation
2.2.1.3. Dashboards and reports allow users to visualise consumption trends and make informed decisions to improve energy efficiency and match their consumption with EACs.

2.2.2. Power Purchase Agreement (PPA) Performance:
2.2.2.1. Renewabl Track provides detailed analytics to evaluate the performance of Power Purchase Agreements.
2.2.2.2. The platform measures key performance indicators (KPIs) such as energy output, cost savings and contractual compliance.

2.2.3. Carbon-Free Energy (CFE) Score: 
2.2.3.1. The platform calculates and assigns a Carbon-Free Energy (CFE) score to assess the user’s energy performance. 
2.2.3.2. This score is derived from an analysis of existing renewable energy purchases and grid emissions. 
2.2.3.3. Users can leverage their CFE score for sustainability reporting, compliance with environmental standards, and improving their environmental impact.

2.2.4. Energy Markets Information: 
2.2.4.1. Renewabl Track provides comprehensive and up-to-date insights into global and regional energy market trends.
2.2.4.2. Users have access to pricing data, market forecasts and regulatory updates to inform strategic energy planning.
2.2.4.3. The platform offers tools to compare market conditions and assess opportunities for cost savings and investment.

2.2.5. Energy Attribute Certificates (EAC) Markets:
2.2.5.1. Renewabl Track enables the tracking and management of Energy Attribute Certificates, including Renewable Energy Certificates (RECs), Renewable Energy Guarantees of Origin (REGOs) and Guarantees of Origin (GOs).
2.2.5.2.Users can monitor certificate issuance, trading and retirement processes, ensuring compliance with renewable energy targets.

2.3. The platform integrates with registry systems to streamline certificate management and provide detailed reporting for sustainability goals. 

2.4. The platform provides real-time data, analytics, and reports to help users better understand and manage their energy consumption and sustainability goals.

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3. Eligibility
   

3.1. To use our services, you must represent a judicial party, such as a corporation, partnership, or other legal entity (“Party”), and have the authority to bind the Party to these Terms and Conditions. By registering for and using the platform, you confirm that:

3.1.1. The Party assumes full responsibility for compliance with these Terms and Conditions, including but not limited to, all actions taken by its representatives, employees, agents, or any users associated with the Party’s account.

3.1.2. The Party ensures that all associated users are authorised to access and use the platform on its behalf and are aware of and adhere to these Terms and Conditions.

3.1.3. The Party provides accurate, current, and complete information during the registration process and promptly updates such information as necessary to maintain its accuracy.

3.1.4. The Party agrees to be accountable for all activities conducted through its account, whether performed directly by the Party or by associated users acting on its behalf.

3.2. If you register on behalf of a Party, you warrant and represent that you have the legal authority to act on behalf of and bind the Party to these Terms and Conditions. Unauthorised use of the platform or misrepresentation of authority may result in suspension or termination of access and may subject the Party to liability.

3.3. You also agree to provide accurate, current, and complete information during the registration process.

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4. Account Registration

4.1. When an account is registered on behalf of a Party, the Party is responsible for maintaining the confidentiality of its account credentials and ensuring that all associated users comply with these Terms and Conditions.

4.2. The Party assumes accountability for all activities conducted under its account, whether performed directly by its authorised representatives or others acting on its behalf.

4.3. The Party agrees to notify us immediately of any unauthorised use of the account or any other breach of security.

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5. Subscription Plans and Pricing

5.1. Renewabl Track offers both a free version and paid subscription plans. The free version provides limited access to the platform’s features, allowing users to test out its functionality before committing to a paid subscription.

5.2. Subscription pricing and plan details are outlined on our website and may be updated at our discretion.

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6. Free Version

6.1. We encourage users to explore the free version of Renewabl Track before purchasing a subscription. Features of the free version may vary, and we reserve the right to modify or terminate the free version without prior notice.

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7. Subscription and Billing

7.1. Subscription agreements are entered into by the Party, which is responsible for all payments and for ensuring that all associated users have access to the agreed features. 

7.2. The Party is also responsible for managing its associated users and ensuring compliance with subscription terms.

7.3. By subscribing to a paid plan, you authorize Renewabl to charge your payment method on a recurring basis (monthly or annually, depending on your selected plan). 

7.4. Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date.

7.5. All subscription payments are non-refundable, as outlined in our Return Policy below.

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8. Return and Cancellation Policy

8.1. Overview

8.1.1. At Renewabl, we prioritize customer satisfaction and transparency. To ensure you can explore our platform, we offer a free version of our product with essential features. Therefore, once a subscription is purchased, no refunds will be provided for cancellations.

8.2. Free Version

8.2.1. We encourage all users to take advantage of our free version to test out the functionality of the platform before committing to a paid subscription.

8.2.2. The features and limitations of the free version may vary and are subject to change without prior notice.

8.3. No Refund Policy

8.3.1. Since users have the opportunity to explore the platform through the free version, all subscriptions are non-refundable once purchased.

8.3.2. This applies to both initial subscriptions and renewals.

8.3.3. Cancellation of a subscription will prevent future charges, but no refunds or credits will be issued for the remainder of the billing cycle.

8.4. Subscription Cancellations

8.4.1. You may cancel your subscription at any time through your account settings or by contacting customer support.

8.4.2. Upon cancellation, your account will remain active until the end of the current billing period, and you will not be charged for subsequent periods.

8.5. How to Cancel Your Subscription

8.5.1. To cancel your subscription, please log into your account or contact our customer support team at support@renewabl.com. 

8.5.2. Provide your account details and follow the instructions for cancellation.

8.6. Changes to This Policy

8.6.1. Renewabl reserves the right to update or modify this return policy at any time. Changes will be effective immediately upon posting to our website.

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9. User Responsibilities

9.1. The Party is responsible for ensuring that all its associated users comply with these Terms and Conditions. Any violation by an associated user shall be deemed a violation by the Party itself. 

9.2. The Party must ensure that all users are informed of their obligations and that unauthorized access to the platform is prevented.

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10. Intellectual Property

10.1. All intellectual property rights associated with Renewabl Track, including its software, trademarks, and content, are the property of Renewabl. 

10.2. You may not copy, modify, distribute, or create derivative works based on any part of the platform without prior written consent from us.

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11. Limitation of Liability

11.1. Our liability is limited to the Party, which agrees that its responsibility extends to all associated users. Any claims arising from the actions of associated users shall be considered as claims against the Party.

11.2. In no event shall Renewabl be liable for any indirect, incidental, or consequential damages arising out of your use or inability to use the platform. 

11.3. Our total liability to you for any damages shall not exceed the amount paid by you for your subscription in the 12 months preceding the incident.

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12. Modifications to Terms

12.1. Any updates or modifications to these Terms and Conditions will be communicated to the Party, which is responsible for ensuring that all associated users are informed of the changes and comply with them.

12.2. We reserve the right to update or modify these Terms and Conditions at any time. Any changes will be posted on our website and will take effect immediately. 

12.3. Continued use of the platform after such changes constitutes your acceptance of the revised terms.

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13. Governing Law

13.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of United Kingdom, without regard to its conflict of law principles.

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Contact Information

If you have any questions about these Terms and Conditions or require assistance, please contact us at Renewabl Support: support@renewabl.com