RECS Renewable Energy Certificate System Standard Terms & Conditions

Transcription

1 RECS Renewable Energy Certificate System Standard Terms & Conditions for Portugal Prepared by REN- Rede Eléctrica Nacional, S.A. with support from RECS Portuguese team Version 2.0

2 Contract for the provision of services related to RECS, Renewable Energy Certificate System Between And REN Rede Eléctrica Nacional, S.A., a company incorporated under the laws of Portugal, with a company number of , whose registered office is Avenida dos Estados Unidos da América nº 55, Lisbon, Portugal, hereafter referred to as REN ;, with a company number of.., whose registered office is, hereafter referred to as the Client ; REN and the Client hereafter being jointly referred to as the Parties. It is agreed as follows: 1 Definitions AIB Certificate Domain Domain Protocol Domain Scheme Domain Scheme Participant EECS EECS Scheme EECS Participant EECS Registration Database the international scientific association constituted in accordance with the Belgian law of 25 October 1919 (as amended) under the name of Association of Issuing Bodies with a company number of ; a certificate, record or guarantee (in any form including an electronic form) in relation to a. the energy source from which a quantity of energy output is produced, and/or b. attributes of the method and quality of the production of a quantity of energy output; in relation to an EECS Scheme, an area containing Production Devices with respect to which a Scheme Member (the Originating Member) is responsible for issuing EECS Certificates under that EECS Scheme; in connection with an EECS Scheme and a Domain, the document approved by the AIB in relation thereto under section D4 in the PRO; in relation to any EECS Scheme and Domain the legislative, regulatory, administrative and contractual framework (including the relevant Domain Protocol and Standard Terms and Conditions) establishing that EECS Scheme in that Domain; a Registrant for the purposes of an EECS Scheme of a Production Device, within the Domain to which that Domain Scheme relates and/or an Account Holder on the EECS Registration Database established for the purposes of that Domain Scheme; the integrated European framework for the issuing, registration, transfer and Redemption and other processing of Certificates arising as a consequence of the implementation of the provisions of the PRO; a Certification Scheme established by a chapter of the PRO, together with the Domain Schemes in respect of the Domains of Scheme Members for the purposes of such EECS Scheme. a Domain Scheme Participant with respect to any Domain Scheme; a database operated by a Member, or operated by a CMO on behalf of a Member, for the purposes of EECS, comprising: a. Transferables and Redemption Accounts and the EECS Certificates in those Accounts; b. details of Production Devices and information provided to the Member or its CMO in connection with the registration of those Production Devices with that Member or Page 1 of 7

3 PRO Production Device Renewable Energy Directive Renewable Energy Sources RES-E Scheme Certificate Scheme Member Withdrawal CMO; and c. details of EECS Certificates which have been transferred out of that EECS Registration Database; Being the Basic Commitment issued pursuant to the Articles of Association of the AIB and the Principles and Rules of Operation of Members for EECS as amended from time to time in accordance with section L in the PRO; a separately metered device or group of devices that produces an energy output; Directive 2001/77/EC of the European Parliament and of the Council of 27 September 2001 on the promotion of electricity produced from renewable sources in the internal electricity market; the meaning given to that expression by the Renewable Energy Directive; the meaning attributed to the expression electricity produced from renewable energy sources by the Renewable Energy Directive; in relation to any EECS Scheme, a Certificate issued by a Scheme Member in respect of a Production Device in accordance with the Domain Scheme establishing that EECS Scheme in the Domain in which that Production Device is situated; Scheme Member in relation to any EECS Scheme or Scheme Certificate, a Member which is for the time being admitted to the relevant EECS Scheme in accordance with section D3.4.1; the removal of an EECS Certificate from a Transferables Account by the Issuing Body on whose EECS Registration Database that EECS Certificate resides, other than for the purposes of its transfer to a Redemption Account or another Transferables Account.; A complete list of definitions can be found in the Basic Commitment Being the Principles and Rules of Operation of Members of the Association of Issuing Bodies for the European Energy Certification System. 2 Scope 2.1 The present contract shall relate to the functions of REN in the quality of Issuing Body for Portugal and the responsibilities of the Parties identified in the RECS Domain Protocol for Portugal. 2.2 This contract also stipulates the terms and conditions upon which REN is prepared to provide services related to the RECS system. 3 Change of the Information of the Client 3.1 Any change to the elements presented in this Contract, namely change of the name or principle office, should be notified to REN by registered mail, within thirty days of the change 4 Domain Protocol for Portugal 4.1 REN and the Client agree to follow the Domain Protocol for Portugal and all the rules and regulations defined by the AIB. Page 2 of 7

4 4.2 If the PRO requires that Domain Protocol for Portugal must be amended and if this would lead to changes in the terms and conditions specified in this contract, the Parties agree to make all the required changes to this Contract. 5 Information Systems 5.1 EECS Registration Database is an Internet-based system, and this shall be taken into account when assessing the data security of the system. The Client is aware that software used in the EECS Registration Database in not free from minor errors and that viruses may occur in the EECS Registration Database. REN shall take reasonable precautions to ensure sufficient data security. 5.2 The Client shall arrange, at his own cost, the necessary information technology architecture and data communication connections which the Client needs in order to use EECS Registration Database. The Client shall be responsible for sufficient data security relating to the use of EECS Registration Database. 5.3 REN has the right to change the IT prerequisites of the use of EECS Registration Database due to technical or for other special grounds. REN shall inform the Client by at least ten days prior about the material changes. In urgent cases changes can be made without prior notice. REN shall then inform the Client in writing as soon as possible, after the change has been made. 5.4 REN shall inform the Client in advance of planned unavailability of EECS Registration Database. The Client shall be informed of other unavailability preventing the use of EECS Registration Database as soon as reasonable possible. 5.5 REN has the right to prevent or restrict the use of the EECS Registration Database service by the Client if misuse of the system is suspected or if the Client has not fulfilled his contractual obligations. 6 Other Certificate Systems 6.1 This contract does not grant the Client access to other national or international certificate systems. 7 Obligation to Inform 7.1 Each party shall contribute to the implementation of this contract. Both parties shall provide each other without delay all necessary information required by the application of this contract. If the operation of a production device of the Client no longer conforms to the reported information, the Client shall inform REN immediately regarding the change. 8 Errors in Issuing Page 3 of 7

5 8.1 If REN or the Client discovers an error in issuing, redeeming or of the processing of an EECS Certificate, the other party shall be informed as soon as possible by written notice. 8.2 If there is an error in the course of issuing, redeeming or of the processing of an EECS Certificate, or an error due to any unauthorised access to, or malfunction of, an EECS Registration Database, the Issuing Body and the Client shall co-operate to ensure that no unjust enrichment occurs as a result of the error. If there is an error, the EECS Certificates held in the Client s account may be withdrawn or amended by the Issuing Body. If not enough certificates have been issued, the IB will issue the certificates as soon as he receives the correct information. 8.3 The Client shall be immediately informed about the errors in issuing and the Client may not transfer Certificates before the amendment is made. 9 Participation Fees 9.1 REN will charge, and the Client agrees to pay, a fee calculated according to tariff structure published annually by REN. 9.2 Charges will be levied monthly in arrears on the tenth working day of each calendar month. 9.3 The invoice will be sent by registered mail or the equivalent service as available at the time of sending. The payment will be due from the Client within 21 calendar days. 9.4 In the event that fees are not paid by the due date, then the Client will be liable to pay additional interest and cost. 10 Confidentiality 10.1 REN shall retain all the information concerning the quantity of the Clients certificates, made available to REN, as confidential information. REN may disclose the Clients information to third parties only as obliged by law or through the Clients written consent. 11 Force Majeure 11.1 In the case of force majeure, the parties have the right to restrict the services given to each other. Cases of force majeure are deemed to cover any events which the parties could not have prevented through reasonable caution and which make the services impossible or impair them essentially or make them financially or otherwise unreasonable. The parties shall inform each other of the occurrence of force majeure as well as of its end without delay. 12 Expulsion of Scheme Membership 12.1 If REN s right to serve as the Issuing Body for an EECS scheme in the related Domain expires prior to the end of the contract period, REN has the right to terminate or transfer the Contract to a new Issuing Body in order that the service expires at the same time as the RECS Scheme Membership. If there is no new Issuing Body, REN has the right to terminate the Contract. The Client has no right to receive any refund of the paid contractual fees. Page 4 of 7

6 13 Liability 13.1 REN is not liable for losses incurred to the Client, unless the losses are negligently brought. REN is not liable for indirect unless the losses are due to intent or gross negligence If the Client suffers a loss due to a negligent action of REN, the Client must direct the claim for compensation against REN only. The AIB, other Members of AIB or their representatives are not liable for the actions of the negligent Scheme Member The Client has a duty to do everything possible to limit the extent of the damage. If the injured party does not implement adequate measures to limit the extent of the damage, compensation may be reduced Any damage, loss, cost or expense incurred by the other party, shall be limited to ten thousand (10,000) Euros per incident. 14 Suspension 14.1 REN is allowed to suspend the Client from participation in the RECS System if: a. The RECS participant has provided information, which he knew (or should have known) was wrong or incomplete b. Audits indicate that the RECS participant has not (or not completely) followed the stipulated in this Contract and rules presented in the Domain Protocol for Portugal; c. The RECS participant has not paid for services charged by or on behalf of the Issuing Body Suspension of the Client means that the Client involved cannot issue or transfer certificates to other traders 14.3 On suspension REN starts an investigation. REN may ask advice from third parties or assign the investigation to an independent organisation. The Client will fully cooperate with the investigation REN shall notify the Client of the following: a. his temporary suspension as participant; b. the reason of this suspension; c. the subject of the investigation; d. the length of this investigation The Client will be excluded from participation in the RECS System, if the evidence found in the investigation shows a deliberate violation of the present Contract and/or the rules of the Domain Protocol for Portugal. 15 Term and Termination 15.1 This Contract is concluded for an indefinite period and enters into force on the date of this signature Each Party can terminate this contract with one month s written notice Each Party can terminate this Contract in case of a material breach of the contract. The Party requesting termination must provide the other Party with written notification. The termination of the contract produces effect in the date of reception notification. Page 5 of 7

7 15.4 A material breach of the Contract includes circumstances where payment or other performance due has not been received for whatever reason, by the party entitled thereto within five banking days after the party, liable to pay or to perform has been notified of non-receipt of the payment or other nonperformance The Contract can also be terminated if the investigation referred in 14.5 shows a deliberate violation of the present Contract and/or the rules of the Domain Protocol for Portugal Such notification, as well as the notice of termination, shall be given in writing or by facsimile. If a Party or its guarantor is dissolved or wound up, becomes insolvent or is liquidated whether voluntarily or involuntarily, becomes subject to insolvency, reorganisation or a similar procedure, settles or compounds with its creditors or has a receiver or liquidator of its assets appointed, termination of the Contract will be reputed to have happened as of occurrence of such event Termination of the contract, for whatever reason, does not remove the obligation of the Client to pay all amounts due under this contract. 16 Assignment 16.1 Neither Party may assign this Contract or any part of it without the consent of the other. 17 General 17.1 This Contract and the Domain Protocol for Portugal shall be governed in all respects by and interpreted in accordance with the Portuguese law. The Parties hereto agree to submit to the exclusive jurisdiction of the Portuguese courts in accordance with the Portuguese rules, any and all disputes arising out of or in connection with this Contract and the Domain Protocol for Portugal. Contract made on the day of REN Rede Eléctrica Nacional, S.A. The Client By: Date: By: Date: Signed: Signed: Page 6 of 7