|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, as a legal entity, as an authorized supplier of energy and/or natural gas („Supplier” or „you”) of certain functionalities of the RED application, a trading platform of Green Tokens (the “Application”), that offer the Supplier the possibility to conclude new Supply Agreements with Consumers who want to change their supplier, based on the personalized offers presented to them by Collaborators through the Application.
1.2 The application is provided by Restart Energy Democracy S.R.L., a limited liability company with the registered office in Timișoara, 11E Gheorghe Doja Street, registered with the Trade Registry under no. J35/36/2018, sole registration code 38670652 („RED”). These GTCs shall govern the relationship between RED and the Supplier in connection with the access to and use of the Application for the functionalities described below.
1.3 The capacity of Supplier subject to these GTCs is without prejudice to the general terms and conditions applicable to you as Participant, since the initial use of the Application, available here, and which remain in full force throughout the entire period you have the capacity of Participant. For the avoidance of any doubt, the termination of the capacity as Participant entails the termination of the capacity as Supplier.
1.4 Definitions. Unless the context otherwise requires, the following terms shall have the following meaning:
|“ Application”||the mobile application / digital tool allowing access to a trading platform of Green Tokens.|
|“ Collaborator”||the person who by accepting the specific terms and conditions acquires the RED V-LEC Franchise and the right to access and use certain functionalities of the Application, including the right to create its own virtual company and receive the related commission when its contacts to whom personalized offers have been submitted become Consumers throughout the Application.|
|”Consumer”||meaning the person who agrees to change the supplier and concludes an agreement for the supply of electricity and/or natural gas with one of the suppliers registered in the Application.|
|”Supply Agreement”||meaning the agreement concluded between Consumer and Supplier, under mutually agreed conditions and without the involvement of RED.|
|”Supplier”||meaning the legal entity authorized as a supplier of electricity and/or natural gas, who accepts these GTCs and thus obtains a license to use the Application.|
|“Green Tokens”||GTK and REO-G tokens, as defined in these GTC.|
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 and the right to acquire the RED V-LEC Franchise by the Collaborator, as well as other functionalities / rights in the Application.|
|„RED”||Restart Energy Democracy S.R.L., a limited liability company with the registered in Timișoara, 11E Gheorghe Doja Street, registered with the Trade Registry under no. J35/36/2018, CUI 38670652.|
|”REO-G”||a non-fungible token of type ERC-721, having utility only in the Application, which represents a certificate of origin for energy produced from renewable sources.|
|”Staking”||the action of blocking a number of MWAT in a Participant’s account in the Application in order to be able to access different functionalities of the Application.|
means the amount of money owed by the Supplier to RED as the equivalent value of the license to use the Application, amounting to:
|“Terms and conditions” or “GTCs”||these terms and conditions applicable to RED and the Supplier.|
1.5 These GTCs regarding the collaboration between the parties, including all rights and obligations related to the parties, are considered concluded through the Application, shall you pay the initial fee and confirm that you have read, understood and agreed with these GTCs. Should you not agree, these GTCs will not be considered accepted and the use of this Application as a Supplier will not be possible.
1.6 Each Supplier 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.
1.7 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 Supplier after any such change shall represent the Supplier’s express 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. License to use the Application
2.1 In accordance with these GTCs, RED grants the Supplier a license to use the Application, for a limited period of time, non-exclusive, non-transferable and revocable at any time, for an unlimited number of users and/or computers for the territory of Romania.
The Supplier is allowed to use the Application and the specific functionalities of the Supplier exclusively for the purpose of developing personalized offers together with the Collaborators and selling electricity and/or natural gas, [concluding and executing Supply Agreements with Consumers], as well as executing these GTCs and payment of the Subscription Fee (“Permitted Use”).
Except for the Permitted Use, the Supplier will have no rights with respect to the Application.
2.2 Ownership of the 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 Supplier shall not confer or grant the Supplier any right over the Application or any right related thereto, except for the Permitted Use.
2.3 Use of the Application
To access and use the Application, Suppliers 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, analyze, 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.
Any breach of the restrictions shall lead to the consideration of these GTCs as being automatically terminated, without other formalities or court intervention, the Supplier remaining liable for damages resulting from such breaches.
3. Subscription Fee
The Supplier will pay for the granted license a fixed initial fee in MWAT, which will also represent the conclusion of these GTCs and the acceptance by the Supplier of these GTC. In the absence of payment, these GTCs shall not be considered completed and the Supplier-specific Application functionalities will not be usable.
Following the entry into force of these GTC, the Supplier will pay to RED a commission from the total sales of energy and/or natural gas invoiced based on the Supply Agreements concluded with Consumers through the Application in the respective month.
This monthly fee will be calculated as a percent of energy and natural gas sales values of the Supplier in the respective month and will be billed automatically by RED through the Application at the beginning of the next month.
4. Representations and Warranties of the Supplier
Supplier represents and warrants RED as follows:
- Supplier is a legally established company, lawfully operating under the applicable law and in accordance with its object of activity;
- Supplier holds all the legal authorizations and licenses to produce renewable energy and all are valid;
- Supplier has the power to conclude and execute these GTCs and has taken all the necessary measures to authorize the conclusion and execution thereof;
- Supplier has the power to conclude and execute the Supply Agreements that are to be concluded with Consumers;
- Supplier has taken and performed all necessary actions, conditions and acts in accordance with the applicable law, which legally allow him to undertake and exercise his rights, as well as to fulfill and comply with his obligations under these GTCs;
- these GTCs are valid, legally binding, enforceable and admissible as evidence in court;
- the conclusion and execution of these GTCs shall not be in conflict with:
- any applicable law or legal requirement;
- Supplier’s registration and operating documents; or
- any of Supplier’s binding agreements or contracts;
- Supplier 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;
- Supplier is not subject to any decisions, orders, decisions of the courts or of the governmental or regulatory authorities affecting its ability to perform its obligations under these GTCs.
5. Obligation to cooperate
During the contractual relationship, the Supplier will notify RED, as soon as possible, about:
- any actual or suspected infringement by any third party of the intellectual property rights in connection with the license granted;
- any threat, accusation or claim of infringement of the intellectual property rights of any third party with respect to Supplier’s use of the Application under the granted license;
- 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 the Subscription Fee shall be reduced or if it is necessary to terminate these GTCs.
6. GTCs Duration. Termination
These GTCs shall enter into force in accordance with the above and shall remain in force until terminated by mutual agreement of the Parties or until the automated termination under the conditions set forth in these GTCs.
RED may promptly decide to terminate the contractual relationship with Supplier by denying at any time their access to the Application, if Supplier has breached any provisions of these GTCs, by simple notification and without any prior formalities. Also, RED may at any time unilaterally terminate these GTCs with a prior [10-day] notification.
If the Supplier decides to withdraw from the Application or delete his account within 6 months from the date of entry into force of these GTCs, he will be required to pay RED a termination fee representing the equivalent of the average monthly fee paid for 6 months of activity, but not less than EUR 5.000.
Termination of these GTCs is without prejudice to the rights and obligations, including liability limitations of RED for the terms and conditions of other roles acquired through the Application.
7. 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.
8. 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, Supplier 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.
9. Authentication and Accessing the Personal Account
For authentication purposes, Supplier 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 Supplier may only have one account. Supplier 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 Supplier’s account to another person. Supplier 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 Supplier 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 Supplier’s identification code and/or password.
10. Functionalities offered by the Application to Suppliers
In your capacity as a Supplier, you have access to a number of functionalities granted by the Application for the Permitted Use:
- Create the Supplier account and provide the necessary information and documents for the purpose of know your customer requirements;
- Create and edit personalized offers of electricity and/or natural gas;
- Establish tariffs and commissions related to personalized offers;
- Validation of the change of supplier and conclusion of Supply Agreements with Consumers;
- Upload information on consumption, invoices and payments;
- View consumption, invoice and payment information;
- View and pay the Subscription Fees for using the Application;
- View previous payments;
- View communications and interact with other users of the Application.
11. 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.
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.
12. Access to Network and Devices
Supplier 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 Supplier has subscribed, to the extent that Supplier accesses or uses the Application from a device that allows for wireless communication, and it is Supplier’s exclusive responsibility to pay these tariffs and prices.
Supplier 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, Supplier 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.
13. Personal Data protection
13.1 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.
13.2 Notwithstanding the above, for the Permitted Use, the Supplier 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.
14. Cookies Policy
15. Supplier’s Feedback
RED may, at its sole discretion, allow Supplier 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 Supplier’s property. However, by providing content to RED, Supplier 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 Supplier’s prior information or approval and without any payment being due to Supplier or another person.
Supplier represents and warrants as follows:
15.1 Supplier 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
15.2 neither the Feedback, nor the transmission, loading, publication or provision by Supplier 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.
15.3 Supplier 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 Supplier being necessary for this purpose.
16. Representations and Warranties of RED
Supplier 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:
16.1 RED is a legally established company, lawfully operating under the Romanian laws, meeting all the legal corporate requirements to carry on its business;
16.2 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;
16.3 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;
16.4 RED has the required technical capacities and qualified staff to meet its obligations.
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.
Supplier acknowledges and accepts that the entire risk arising from Supplier’s use of the Application shall be fully incumbent on Supplier, to the maximum extent permitted by the applicable legislation.
18. 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:
18.1 Supplier’s using or relying on the Application, or from Supplier’s incapacity or inability to access or use the Application; or
18.2 any transaction or relationship between Supplier and any other third party, even if RED has been informed about the potential occurrence of such prejudice; or
18.3 Supplier’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;
- Supplier’s use of functionalities that are not provided by RED;
- services and quality of services provided to Supplier 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. 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. The Suppliers 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.
In particular, RED shall under no circumstances be liable and regardless of whether the prejudice is reasonably predictable, for, including but not limited to:
- information on the leads provided;
- the general risk that the offers will not be accepted and the risk of contracting with certain Consumers;
- the evaluation or payment of any taxes or fees arising from the use by the Supplier of the Application;
- any action or omission by other users of the Application;
- instructions received from Supplier, regardless of whether they have acted or not based on such instructions;
- Supplier’s decision to enter into a contractual relationship pursuant to these GTCs;
- Supplier’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 payments or delays in the processing of Supplier’s transactions or payments;
- 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 Participant’s resulting losses as a consequence of unauthorized access following the loss, theft or handing over to others of the application connection data and/or passwords.
- 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 Supplier’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 Supplier 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 [●] lei / the Subscription Fees (in total amount until the time of triggering the liability).
19. Supplier’s Liability
Supplier 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 Supplier, which arise from or in connection with:
19.1 Supplier’s use of the Application;
19.2 Supplier’s failure to comply with or the breach of any of the provisions under these GTCs;
19.3 the inadequate nature of the rights over the Feedback and/or its inadequate character; or
19.4 breach by Supplier of a third-party’s rights, including the Collaborators’, the Consumers’ or the potential Consumers’ rights;
19.5 Supplier’s infringement of the legal framework concerning the protection of personal data, regardless of the prejudiced person;
19.6 any information and documents uploaded in the Application regarding the Supplier, as well as their correctness and legality;
19.7 the evaluation or payment of any taxes or fees arising from the Supplier’s use of the Application;
19.8 any delays in concluding the Supply Agreements;
19.9 any information contained in the personalized offers or in the Supply Agreements.
19.10 any failure in communication to RED of a successful signing/completion of a supplying contract with a Consumer or Participant in a maximum of 15 days from the date of its realization
20. Parties’ Legal Status
RED shall act in capacity of independent economic operator in connection with any aspect regarding the fulfilment of its obligations under these GTCs.
For the avoidance of any doubt, each of RED and Supplier acknowledges and accepts that neither Supplier 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:
- Support section inside the application
- Email : [email protected]
These GTCs shall be supplemented with the following Schedules that are integral part thereof:
23. 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.
Supplier undertakes to comply in all respects that arise from these GTCs and the User’s Guide with any applicable law and RED shall have no liability for any breach of the law by Supplier.
These GTCs apply in addition to the terms and conditions specific to the capacity of Participant, assumed upon registration as a user of the Application, available here.
For the avoidance of any doubt, Supplier 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 23 and 24.