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Reposit Power Terms and Conditions

Terms and Conditions

REPOSIT POWER PTY LTD
TERMS AND CONDITIONS OF SERVICE

Parties
Reposit Power Pty Ltd ACN 163 437 429 (Reposit) of Unit 17/2 Yallourn Street, Fyshwick ACT 2609. The customer, whose details are set out in the Contract Details (you).

Background
A. You have, or will have, solar generating capacity and an energy storage device installed at the Supply Address.
B. Reposit has developed software which can be used in conjunction with the System to manage electricity consumption patterns, load and network voltage. These capabilities enable Reposit to offer you services, which may assist in reducing the volume and cost of electricity imported from the grid.
C. The software may also allow your System to deliver services to the relevant electricity market operator (such as the Australian Electricity Market Operator) and/or your Electricity Retailer and/or your Network Service Provider. These parties may elect, under a separate agreement with you, to pay you for these services. These payments are generally referred to by Reposit as GridCredits.
D. These terms and conditions of service, together with the Contract Details, form your service agreement with Reposit.

1. Defined terms & interpretation
1.1 Defined terms
Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in Canberra, Australia.
Business Hours means from 9.00am to 5.00pm on a Business Day.
CCA means the Competition and Consumer Act 2010 (Cth).
Commencement Date means the date on which you agree to be bound by these terms and conditions of service and the Contract Details by indicating your acknowledgment and acceptance of them at www.repositpower.com.
Contract Details means the customer details as completed by you as part of the online Reposit sign-up process at www.repositpower.com, and which form part of your service agreement with Reposit.
Consumer API means Reposit’s application programming interface as provided to Consumers.
Corporations Act means the Corporations Act 2001 (Cth).
Customer Authorised Representative has the meaning given in the National Electricity Rules.
Electricity Retailer means an entity which is licensed or authorised to sell you electricity at the Supply Address in accordance with applicable laws.
GridCredits has the meaning given in paragraph C of the Background.
GridCredits Application means Reposit’s digital portal, which may be delivered via one or more platforms including via web browser, iOS or Android, and which provides you information about your electricity generation, consumption, storage activity and GridCredits.
Insolvency Event means, in relation to a party:
a) a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertakings of the party;
b) the party suspends payment of its debts generally;
c) the party is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations Act;
d) the party enters into or resolves to enter into any arrangement, competition or compromise with, or assignment for the benefit of, its creditors or any class of them;
e) an order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the party or a resolution is passed for the winding up or dissolution of the party otherwise than for the purpose of an amalgamation or reconstruction which has the prior consent of all shareholders; or
f) an administrator is appointed under the Corporations Act.
National Electricity Rules means the rules of that name made pursuant to the National Electricity Law (as set out in the Schedule to the National Electricity (South Australia) Act 1996 (SA) and applied in the jurisdiction in which the Supply Address is located.
Network Service Provider means an entity which is licensed or authorised to provide electricity network services in relation to your Supply Address in accordance with applicable laws.
Notice has the meaning given in clause 15.1.
Offline Event has the meaning given in clause 9.1.
Permitted Purpose means any of the following purposes:
a) enabling Reposit to carry out its obligations under this agreement;
b) developing and improving the Reposit Services for you or for other customers;
c) providing you and other Reposit customers with benchmarks, goals, leaderboards and similar information to help you understand your energy consumption and to improve your engagement with your electricity use and supply;
d) analysing your System, and the energy performance of your home, in order to make recommendations to you about upgrading, extending or replacing equipment;
e) optimising the use of the System and maximising the financial benefits that can be derived from it; and
f) such other purposes as Reposit, acting reasonably and in accordance with good industry practice, determines are appropriate in the circumstances, having regard to the nature of the System, the Reposit Services and the terms of this agreement.
Privacy Laws means the Privacy Act 1988 (Cth), including the Australian Privacy Principles under that Act, and all other applicable laws, rules and regulations in Australia which relate to the privacy, protection, use or disclosure of personal information (as that term is defined in the Privacy Act 1988 (Cth)).
Reposit Connection Period means any period during which your energy storage system is connected to Reposit-specific hardware, such as a “Reposit Box”.
Reposit Services has the meaning given in clause 3.1.
Reposit Software means Reposit’s energy management software solution for control and optimisation of, and management of related transactions with, your System.
Service Commencement Date means the date on which all necessary activities have been undertaken by you, Reposit and third parties in order for the Reposit Services to commence, as determined by Reposit and notified to you.
Supply Address means the location where the Reposit Services are provided to you, as described in the Contract Details.
System means the equipment which enables the Reposit Services to be received, and which is in place at the Supply Address, including the energy storage device, the interface between the Reposit Software and the energy storage device, and any other hardware and software components, and which may include appliances such as hot water systems, electric vehicles and pool pumps.
Term has the meaning given in clause 2.
1.2 Interpretation
In this agreement, except where the context otherwise requires:
1.2.1 the singular includes the plural and vice versa, and a gender includes other genders;
1.2.2 a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;
1.2.3 a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
1.2.4 a reference to A$, $A, dollar or $ is to Australian currency;
1.2.5 a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
1.2.6 a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
1.2.7 a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
1.2.8 a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
1.2.9 the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
1.2.10 a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and
1.2.11 if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

2. Term
This agreement commences on the Commencement Date and continues until it is terminated by either you or Reposit in accordance with clause 10.

3. Reposit Services
3.1 In consideration of you accepting your obligations as set out in this agreement, from the Service Commencement Date, Reposit will provide you with the following services:
3.1.1 provision of the Reposit Software as a service via the Internet, for the purpose of:
(a) assisting you to effectively manage your electricity consumption profile through the System; and
(b) helping to facilitate the generation of GridCredits offered by your Electricity Retailer and/or Network Service Provider as further described in clause 4.
3.1.2 access to the GridCredits Application via a single, unique log-in.
3.2 Subject to you complying with your responsibilities under this agreement, Reposit will commence providing the Reposit Services as soon as reasonably practicable after the Commencement Date.
3.3 Reposit may take such steps in relation to the System as it reasonably considers are necessary for the effective delivery of the Reposit Services or to enable financial benefits to be realised from the operation of the System, including:
3.3.1 entering into agreements with third parties which relate to the operation of the System;
3.3.2 remotely accessing your System or Supply Address, or permitting a third party, including your Network Service Provider or your Electricity Retailer, to remotely access your System; and
3.3.3 physically accessing your System or Supply Address, or permitting a third party, including your Network Service Provider or your Electricity Retailer, to physically access your System or Supply Address, where this is reasonably necessary, such as for the repair, replacement or updating of your System, or in the case of an emergency or safety threat.
3.4 Where physical access to your Supply Address is required, Reposit will give you at least 2 days advance notice except in the case of an emergency or safety threat, in which case Reposit will give you as much notice as is reasonably practicable in the circumstances. Any activities conducted in relation to your System will be undertaken by a suitably trained and qualified person. Reposit will also use reasonable endeavours to accommodate any requests you make in relation to obtaining physical access to your System or Supply Address.
3.5 Your Internet connection may be used by Reposit for the purpose of the delivery of the Reposit Services.
3.6 Reposit:
3.6.1 may suspend provision of the Reposit Services from time to time to allow maintenance to be carried out; and
3.6.2 will use reasonable endeavours to advise you in advance of any such suspension, and to complete such maintenance and recommence the Reposit Services as soon as reasonably practicable.

4. GridCredits
4.1 Reposit will use commercially reasonable endeavours to enter into contracts with your Network Service Provider/s and one or more Electricity Retailers which facilitate an offer by them to provide you with GridCredits.
4.2 You are not required to enter into an electricity sales agreement with any particular Electricity Retailer, but you acknowledge that your choice of Electricity Retailer will affect whether or not GridCredits are made available to you by your Electricity Retailer and the amount of any such GridCredits.
4.3 You acknowledge that payment of GridCredits (if any) is the responsibility of your Electricity Retailer and/or Network Service Providers. Reposit is not liable to you for any failure of anyone else to pay you.
4.4 Reposit will use reasonable endeavours to provide you with an indication of your GridCredit earnings (if any) via the GridCredits Application from the Service Commencement Date.

5. Your responsibilities
5.1 You, and not Reposit, are responsible for:
5.1.1 the acquisition, installation, maintenance and operation of your solar generating facilities;
5.1.2 the acquisition, installation and maintenance of your energy storage device (unless you have entered into a separate written agreement with Reposit in relation to these matters);
5.1.3 the establishment and maintenance of your connection to the electricity distribution network, and the provision to you of electricity distribution services;
5.1.4 your arrangement with an Electricity Retailer for the sale or purchase of electricity to or from the Supply Address;
5.1.5 the safety and security of your Internet connection and the System; and
5.1.6 the establishment and maintenance of the Internet connection at the Supply Address.
5.2 You must promptly notify Reposit if you become aware of any issue relating to the System, the Supply Address or your Internet or electricity network connection which might affect Reposit’s ability to provide you with the Reposit Services.
5.3 You must not disclose the unique log-in for the GridCredits Application to any third party and you must immediately notify Reposit if you know or suspect that your log-in is being used by a third party.
5.4 To the extent Reposit’s failure to carry out its obligations is caused by your failure, or the failure of a third party, to perform any of the activities described above, or by any other breach by you of this agreement, Reposit will not be in breach of this agreement (except to the extent this exclusion is not permitted by law).

6. Consumer API
6.1 You agree and acknowledge that Reposit:
6.1.1 may change, suspend, or discontinue the availability of the Consumer API at any time;
6.1.2 may impose limits on certain features and services or restrict your access to all or parts of the Consumer API without notice or liability;
6.1.3 may elect to provide upgrades, updates, support or modification to the Consumer API, in its sole discretion;
6.1.4 reserves the right to charge fees for access to the Consumer API;
6.1.5 does not guarantee that any Consumer APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid; and
6.1.6 may monitor or audit your access to, use of, and activities relating to the Consumer API to ensure that you are complying with these Terms.
6.2 Licence: The Consumer API is owned by Reposit and is licensed to you on a non-exclusive, non-assignable, non- transferable, and non-sub licensable basis in accordance with these Terms, for the purpose of accessing your data (the Licence).
6.3 Restrictions: The Licence is subject to the following restrictions:
6.3.1 You must not sell the Consumer API or services, information, data or software associated with or derived or obtained from the Consumer API;
6.3.2 You must not modify, adapt, translate, derive, decompile, reverse engineer, disassemble or derive source code from the Consumer API except to the extent that you are expressly permitted to do so by law or by Reposit (in writing);
6.3.3 You must not use the Consumer API in a way that overloads or could damage or disable Reposit’s services, and you must not use the Consumer API in a way that interferes with the use and enjoyment of Reposit services;
6.3.4 You must not use the Consumer API to replicate or compete with core products or services offered by Reposit;
6.3.5 You must not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any of Reposit’s systems or data; and
6.3.6 You must not use the Consumer API or any information, data or software obtained or derived or obtained from the Consumer API in a manner that disparages Reposit or its products or services, infringes any of Reposit’s intellectual property or other rights, or violates any applicable law.
6.3.7 You must not share access keys, unique log-ins, or other security devices with third parties.
6.4 Upon termination of this agreement, you must cease accessing the Consumer API, and return or destroy all confidential information (including data) of Reposit or third parties.

7. Warranties
7.1 Reposit warrants that:
7.1.1 it has the authority, and so far as it is aware, any necessary licences and intellectual property rights, to perform its obligations under this agreement;
7.1.2 it will provide the Reposit Services with due care and skill; and
7.1.3 the Reposit Services will be fit for the intended purpose.
7.2 You warrant that:
7.2.1 you have sufficient authority to enter into this agreement in relation to the Supply Address and the System at the Supply Address, including the authority to consent to Reposit pursuing opportunities to help enable financial benefits to be realised from the operation of the System; and
7.2.2 the Supply Address and the System are, and will continue to be, installed, maintained and operated in the manner required to enable Reposit to provide you with the Reposit Services.
7.3 Reposit does not make any other express or implied warranties, except to the extent a warranty applies under the CCA or another law and cannot be excluded by agreement.
7.4 Where it is not possible to exclude a condition, warranty or right implied or given in respect of this agreement by the CCA or another law, Reposit’s liability for any breach of such an implied condition, warranty or right will (but only to the extent permitted by law) be limited at Reposit’s option to the re-supply of the applicable services or the payment of the cost of having the services re-supplied.

8. Intellectual Property
8.1 Reposit grants you a non-exclusive, non-transferable licence to use any Reposit intellectual property that is necessary for the sole purpose of enabling you to receive the Reposit Services and to access the GridCredits Application during the Term.
8.2 The Reposit Software and any systems that are used by Reposit to provide you with the Reposit Services are owned by Reposit, and all intellectual property rights in the Reposit Software and those systems will remain with Reposit.
8.3 Any data which is captured by the System at the Supply Address which is accessed through Reposit Services or the GridCredits Application (your data) is your property, and to the extent it has been downloaded or recorded by you during the Term, may be retained by you. You appoint Reposit as your Customer Authorised Representative to enable Reposit to request, receive and access metering data and other relevant data (including from your Electricity Retailer) as contemplated by Chapter 7 of the National Electricity Rules.
8.4 You consent to Reposit collecting, storing, using and disclosing your data during the Term and any subsequent Reposit Connection Period, including the disclosure of your data to the following third parties provided it is for a Permitted Purpose:
(a) the Australian Energy Market Operator (AEMO);
(b) the Australian Renewable Energy Agency (ARENA);
(c) your Network Service Provider;
(d) your Electricity Retailer;
(e) if your System has been supplied as part of a research project or in conjunction with an incentive or subsidy, to third parties participating in or connected to that project, incentive or subsidy, who may include state or federal governments, universities, research organisations and/or equipment suppliers;
(f) the manufacturer or installer of your System or of other equipment connected to the System (such as your solar generating system);
(g) community organisations, property developers or managers or other third parties with whom you have elected to form a relationship in relation to your System; and
(h) if Reposit considers, acting reasonably, that disclosure to another third party will improve the Reposit Services that can be delivered to you, or the benefits that can be realised by you in connection with your System, that third party.
8.5 You consent to Reposit continuing to use your data which has been collected during the Term (or during any subsequent Reposit Connection Period) after the expiry of that period including, but not limited to, for research and development purposes.
8.6 Reposit will comply with Privacy Laws which apply to the use of your data and the disclosure of your data to third parties.
8.7 You acknowledge that Reposit’s disclosure of your data pursuant to this clause 8 is not a breach of Reposit’s confidentiality obligations under clause 13.

9. Offline Events
9.1 Each of the following is an Offline Event:
9.1.1 the disconnection of the System from either the electricity network or the Internet (whether this is due to the failure of the Internet connection at the Supply Address or otherwise); and
9.1.2 any event that causes your solar generating facility to be incapable of generating electricity in the ordinary manner.
9.2 You acknowledge that the occurrence of an Offline Event will adversely affect Reposit’s ability to perform the Reposit Services and that Reposit is not liable for any failure to deliver services, or your inability to derive benefits from the operation of the System, where this is due to the occurrence of an Offline Event.

10. Termination
10.1 You may terminate this agreement without cause at any time by giving Reposit at least 30 days advance notice in writing. Reposit will not require you to pay an exit fee if you terminate the agreement under this clause 10.1.
10.2 You may also immediately terminate this agreement upon written notice to Reposit if:
10.2.1 Reposit commits a material breach of this agreement and the breach is:
(a) incapable of remedy; or
(b) capable of remedy and you have:
(i) given Reposit notice specifying the breach and requesting that it be remedied; and
(ii) Reposit has failed to remedy that breach within 20 Business Days of receiving the notice;
10.2.2 Reposit suffers an Insolvency Event.
10.3 Reposit may:
10.3.1 immediately terminate this agreement upon written notice to you if you commit a material breach of this agreement and the breach is:
(a) incapable of remedy; or
(b) capable of remedy and Reposit has:
(i) given you notice specifying the breach and requesting that it be remedied; and
(ii) you have failed to remedy that breach within 20 Business Days of receiving the notice.
10.3.2 immediately terminate this agreement if you suffer an Insolvency Event; or
10.3.3 terminate this agreement upon 30 days prior written notice to you if Reposit ceases to offer services of the kind that are to be provided to you under this agreement.
10.4 If your right to occupy the Supply Address will cease during the Term, you will promptly notify Reposit, including the date on which your right to occupy the Supply Address ceases. You will take reasonable steps to inform the incoming owner or occupier of the Supply Address of the existing arrangements in relation to the System. Unless you and Reposit agree otherwise, this agreement will automatically terminate on the date on which your right to occupy the Supply Address ceases.

11. Effect of termination
11.1 If this agreement is terminated by Reposit pursuant to clause 10.3.3, Reposit will take reasonable steps to enable you to operate your energy storage device and any related hardware in its native state once the Reposit Services cease.
11.2 Subject to clause 11.1, in the event of termination of this agreement:
11.2.1 your right to receive the Reposit Services will end;
11.2.2 you will no longer be entitled to access the GridCredit Application.
11.3 The termination of this agreement shall not prejudice any right, power or remedy of a party to the extent that such right, power or remedy accrued prior to or on termination.
11.4 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement, including clauses 1, 11, 12, 13, 15, 16 and 17, shall remain in full force and effect.

12. Liability and indemnity
12.1 Reposit’s liability in connection with the provision of the Reposit Services, your System, or the accuracy of data or information is:
12.1.1 limited to losses directly incurred by you which are directly caused by Reposit’s breach of this agreement, fraud or negligence; and
12.1.2 capped at an overall maximum amount of $1,000,000.
unless the CCA or another law expressly requires a different remedy to be provided and that requirement cannot be excluded by agreement.
12.2 To the extent permitted by law, you indemnify Reposit and keep it indemnified for any losses incurred by, or third party claims made against, Reposit in connection with:
12.2.1 a breach by you of your obligations under this agreement or your fraud or negligence; or
12.2.2 any personal injury or property damage arising from your actions or inactions or the actions or inactions of a third party at the Supply Address other than a third party who Reposit permits to access the Supply Address under clause 3.3.3.

13. Confidentiality
13.1 A party may only use confidential information of another party for the purposes of this agreement, and must keep the existence and the terms of this agreement and any confidential information of the other party confidential except where:
13.1.1 the information is public knowledge (but not because of a breach of this agreement) or the party has independently created the information;
13.1.2 disclosure is required by law or a regulatory body (including a relevant stock exchange); or
13.1.3 disclosure is made to a person who must know for the purposes of this agreement on the basis that the person keeps the information confidential.

14. GST
14.1 In this clause 14, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
has the meaning given to it in that Act.
14.2 If a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply but for the application of this clause 14.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
14.3 If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with clause 14.2.

15. Notices and Other Communications
15.1 Any notice or communication given to a party under this agreement must be in writing and sent in one of the following ways:
15.1.1 delivered or posted to the recipient at the address for notices specified in this agreement, as varied by any Notice given by the recipient to the sender; or
15.1.2 emailed to the recipient at the email address specified in this agreement, as varied by any Notice given by the recipient to the sender.
15.2 Any notice or communication is to be treated as given at the following time:
15.2.1 if it is delivered by hand, when it is left at the relevant address;
15.2.2 if it is sent by post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);
15.2.3 if it is sent by email, one hour after it is sent by the sender, unless the sender receives a report of an error or delay in delivery.
15.3 However, if any notice or communication is given:
15.3.1 on a day which is not a Business Day or after 5.00pm on a Business Day (in the place of the party to whom it is sent, it is to be treated as having been given at the beginning of the next Business Day); or
15.3.2 before 9.00am of a Business Day (in the place of the party to whom it is sent), it is to be treated as having been given at the beginning of that Business Day.

16. Miscellaneous
16.1 This agreement may be varied by Reposit with your agreement (whether provided in writing or by indicating your acceptance in another form, such as via a web, iOS or Android platform).
16.2 Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.
16.3 A party may only assign this agreement or a right under this agreement with the prior written consent of the other party.
16.4 Each party must pay its own costs of negotiating, preparing and executing this agreement.
16.5 Any indemnity in this agreement is independent and survives termination of this agreement.
16.6 The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
16.7 This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
16.8 A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.
16.9 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
16.10 Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.

17. Governing law and jurisdiction
17.1 This agreement is governed by the law of the jurisdiction in which the Supply Address is located, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of that jurisdiction.