1. General aspects
These General Terms and Conditions („GTCs”) regulate the access and use of the functionality related to sustainability projects development on the RED application provided by Restart Energy Democracy Platform S.R.L., a limited liability company with the registered office in Timisoara, 11 Gheorghe Doja Street, registered with the Trade Registry under no. J35/3221/2021, sole registration code 44729118 („RED”).
This functionality allows you, as Project Developer (regardless of you being a project owner, developer, broker etc.) to add sustainability projects on the RED Application with the purpose of claiming GTK based on the carbon offset calculations of the said project. You can become a Project Developer only if you already are and continue to remain either (i) a Verified User / Trader or (ii) a Franchise User.
The capacity of Project Developer subject to these GTCs is without prejudice to the general terms and conditions applicable to you as a Verified User / Trader, available here(or as a Franchise User, available here, if the case) and which remain in full force throughout the entire period you have those roles in the Application and supplement these terms accordingly. For the avoidance of any doubt, the termination of the capacity as User, entails the termination of all other roles in the Application, including the Project Developer role.
Each Project Developer 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 the other applicable terms and conditions as per the above 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. By accessing and using the Application, you acknowledge that you have read, understood, and agree with these GTCs and the other applicable terms and conditions as per the above. Should you not agree, you are asked to stop accessing and using this Application.
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 here: https://landingpage.redplatform-dev.com. Any further accessing of the Application by the Project Developer after any such change shall represent the Project Developer’s approval to accept and comply with the changes brought to these GTCs and the other applicable terms and conditions as per the above. If necessary, RED reserves the right to suspend access to this Application or close it for an indeterminate period.
Please note that these GTCs represent contractual clauses that will have to be accepted for each Project submitted through the Application. For the avoidance of any doubt, if you become a Project Developer after submitting a Project and accepting these GTCs, this aspect does not grant you the continuous role of Project Developer in the Application. For each Project submitted, you will have to undertake the obligations herein by accepting these GTCs (in the version applicable at the moment of your future submission).
Unless the context otherwise requires, the following terms shall have the following meaning:
|the website / mobile application allowing access to a trading platform of Green Tokens.
|GTK and REO-G tokens, as well as other sustainability linked tokens that will be available in the future in the Application.
|an ERC-20 fungible token (Ethereum token), having utility only in the Application that certifies on the blockchain the quantity of CO2 avoided in the atmosphere by eco-friendly actions within a Project, (such as production and consumption of energy from renewable sources) as per the COUs issued by a Standard Authority or the carbon offset calculations, as applicable, according to these GTCs.
1 GTK is equivalent of 1T of CO2 avoided into the atmosphere (or the equivalent of other greenhouse gases)
|an ERC-20 fungible token having utility only in the Application as a virtual battery for Green Tokens storage and a conventional token for the acquisition of Green Tokens, as well as for other functionalities / rights in the Application.
|“Green Sustainability Certificate”
|is a way to demonstrate the degree of sustainability by supporting green energy producers and consumers, as well as the amount of CO2 avoided in the atmosphere.
|means any project that carries out activities to create COUs and has been approved by RED and listed on the dedicated page in the Application.
|means any Verified User / Trader who is interested in adding its sustainability projects on the dedicated page in the Application with the purpose of claiming GTK based on the COUs or the carbon offset calculation of the said project and selling the GTK claimed.
|means any Verified User / Trader who has calculated its carbon footprint and chose to offset its emissions by paying the price for the GTK offered by one of the Project Developers and its related Project.
|“Carbon Offset Unit” or “COU”
|a transferable instrument certified by independent certification bodies that represents an emission reduction of one metric tonne of carbon dioxide, or an equivalent amount of other greenhouse gases (GHGs) that can be traded, sold, or retired.
In the meaning of these GTCs, a COU:represents a Verified Carbon Unit (VCU) issued under the Verified Carbon Standard Association; or a Voluntary Emission Reduction (VER) issued under the Gold Standard Secretariat; or another type of voluntary carbon unit issued by a Standard Authority;exists on a registry issued by a Standard Authority;includes all Environmental Benefits and SDG Benefits associated with such COUs;
is not a regulatory compliance credit, namely is not issued under the Kyoto Protocol, the Paris Agreement or any other international treaty, law or regulation related to carbon reduction quotas;
|any authority under which the COUs are endorsed, approved, or accredited, including but not limited to the Verified Carbon Standard Association, the Gold Standard Secretariat, the Climate Action Reserve etc.
|all right, title, interest and benefit arising from or associated with, and which does not significantly harm any of the environmental objectives provided in Article 9 of the Taxonomy Regulation, namely:climate change mitigation;climate change adaptation;the sustainable use and protection of water and marine resources;the transition to a circular economy;pollution prevention and control;the protection and restoration of biodiversity and ecosystems.
|all right, title, interest and benefit arising from or associated with the Sustainable Development Goals set by the United Nations under Paragraph 54 of United Nations General Assembly Resolution A/RES/70/1 of 25 September 2015
|Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088
|Protocol that operationalizes the United Nations Framework Convention on Climate Change by committing industrialized countries and economies in transition to limit and reduce greenhouse gases (GHG) emissions in accordance with agreed individual targets and was adopted on 11 December 1997
|a legally binding international treaty on climate change adopted in Paris, on 12 December 2015 and entered into force on 4 November 2016
|“Environmental, social, and governance criteria” or “ESG criteria”
|a set of standards for a company’s operations. Environmental criteria encompass the effect that an entity’s activities have on the environment directly or indirectly. Social criteria examine how the entity manages relationships with employees, suppliers, customers, and the communities where it operates. Governance criteria deals with an entity’s leadership, executive pay, audits, internal controls, and shareholder rights.
The terminology used in these GTCs, which are not defined herein, shall be construed within the meaning set out in the GTCs for User, available here.
3. Eligible Projects
As Project Developer, you will be able to add the following two types of projects accepted for publication on the RED Application (”Eligible Projects”), namely: (i) existing projects, certified by a Standard Authority by issuance of COUs or (ii) projects, which are not certified by a Standard Authority by issuance of COUs, but have the carbon offset calculations related to their positive environmental impact already approved by an independent third party verifier, and are approved for being listed in the Application after analysis and validation, as per these GTCs (“RED Certified Projects”).
In order to properly register your project in the Application, the following information have to be provided:
- Information about the Project Developer, such as name, address, e-mail, details about the contact person, RED ID / wallet, area of activity / industry etc.
- Information about the Project, such as title, location, objectives, description, timeline / milestones, the number of COUs, the Target Price, the emission avoidance calculation (not mandatory in case of certified projects), the Standard Authority who certified the Project (if the case) etc.
- Your GTK claim. Please note that you can claim 1,000 GTK per 1 COU.
- Proof of the information provided, such as uploading Project documentation, photos and videos and providing the carbon offset certificate series, as well as uploading a print screen with said certificate reserved for selling in the Application. If the case, you will also be required to provide a link of the Project on Standard Authority’s page.
- Information about the environment and sustainability impact of the Project. You will have to describe the Project’s positive impact on sustainability and on environment, list and describe the Sustainable Development Goals (available here) that apply to the Project.
- Information about the legal representative of the Project Developer, such as name, ID card;
- Information about the authorised representative / designated person of the Project Developer, such as name, power of attorney stating the appointment and the limits of the mandate for the Application.
- Other information as required in the fill-out form.
4. Approval of Projects
The Project Developer will upload all the required information on the Project and the Project will need to be approved by the RED Head of Sustainability. The RED Head of Sustainability would only accept Projects that have a positive impact on the environment as per as applicable (i) the COUs issued by a Standard Authority, in which case the RED Head of Sustainability will nevertheless verify the accuracy of information submitted or (ii) the requirements detailed in explanatory document and white paper issued by RED as regards compliance with sustainability criteria, as such may be amended by RED from time to time (“RED Standard”). The RED Head of Sustainability will notify the Project Developer if the Project submission has been approved. After the approval, you will receive the GTK claimed in your wallet in the Application, according to the quantity of COUs certified by a Standard Authority or further to the calculations carry out by the independent expert for RED Certified Projects, reserved for selling in the Application.
RED assumes no liability whatsoever in what regards prejudices or losses caused by the fact that purchases did not take place and in general in relation to the decision of the Project Developer to list the Project in its Application or of the Contributor to acquire GTK in relation to certain Projects, being exclusively business decisions undertaken by the relevant Users.
5. Rights over the information provided by the Project Developer
RED will not be obliged to independently verify any of the information provided by a Project Developer, is not responsible for the information supplied by the Project Developer and undertakes no liability in connection with the Projects and their listing in the Application. Without prejudice to the generality of the above, RED does not represent or make any warranty in respect of the accuracy, reliability and/or completeness of information contained in the dedicated pages of the Projects listed, including but not limited to:
- the existence or ownership of the Project and / or any COUs.
- the accuracy of the carbon offset calculations, the compliance of any Project and / or COUs with the relevant international certifications or standards; and
- the achievement of the underlying Environmental Benefits or SDG Benefits of the Project and / or any COUs.
Even if RED will not be obliged to independently verify any of the information provided by a Project Developer and undertakes no liability in connection with any such verification if pursued, you, as Project Developer hereby authorise and mandate RED and/or any of its authorised representatives to:
- obtain information about the Projects submitted for approval, as such information may be available from public sources (registry, database, trading platform and/or exchange);
- carry out audits of the documentation of the Project to ensure the information provided is true and correct.
The information submitted by you as Project Developer as detailed in Section 3 above (the “Content”) remains the full property of the Project Developer, subject to the below.
You declare and warrant that your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the Content, or you are otherwise legally entitled to post the Content (and to grant RED all the rights outlined herein).
Moreover, you agree, declare and warrant that:
- RED has the right to use the Content you have submitted. You grant RED, and others acting on its behalf, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content.
- RED has the right to make changes. You grant RED the right to edit, modify, reformat, excerpt, or translate any of your Content, but without changing its substance of redrafting it.
- you will pay all royalties and other amounts owed to any person or entity based on your Content, this being under your responsibility.
- if RED or other the Users exploit or make use of your Content in the ways contemplated in these GTCs, it will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- all information submitted in the Application, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that Content originated.
- RED will not be liable for any errors or omissions in any Content provided by you.
- RED has the right to use the Content for any marketing purposes.
For the avoidance of any doubt, the approval by RED Head of Sustainability of a Project in the Application as per these GTCs and any verification of information regarding a project by RED is made exclusively from the perspective of the extent to which a Project generally follows the principles promoted by RED within the Application and does not amount to any form of warranty or guarantee by RED in connection with the Project including the feasibility or lawfulness thereof.
6. Right and obligations of the Project Developer once the Project is listed
The Project Developer must notify RED immediately if it becomes aware of:
- any COUs reserved for selling in the Application becoming unavailable, in the way of not fulfilling the conditions in Section 9 (“Project Developer’s representations and warranties”) letters c) and e);
- any refusal by the relevant Standard Authority to continue to endorse, approve or accredit the listed Project or any refusal of the relevant independent third party to continue to approve the carbon offset calculations of the listed Project;
- a change to any of the information supplied to RED under Section 3 (Eligible Projects) above, including, but not limited to informing RED when the available quantity of COUs is lower than 1,000 in the public registry of the Project.
When a Project Developer needs to update the information related to a Project already listed in the dedicated page of the Application, it has the right to do so at any time. However, when an update is made, the Project will have to be reconfirmed and approved by the RED Head of Sustainability. Until the updated Project is confirmed, the details and information that appear on the dedicated page where the Project is listed will be the previous approved ones.
Each Project Developer has the obligation to upload new pictures and/or videos and send updated information on the progress of the Project after each year from the listing date of the Project. RED will notify the Project Developers to do so and will check the new data sent, in order to validate GTK claims for the next year.
In particular, all Projects which are not certified by a Standard Authority shall have to submit updated information once in 6 months. Those for which data will not be sent within 6 months from the end of each year, shall be notified to update the project information and they shall do so in three months time from the receipt of the notification. If they shall not update the information in three months, the Project will be delisted from the platform. The Project Developer undertakes to hold RED harmless against any prejudice or loss as a result of the Project being delisted from the Application.
Notwithstanding the above, the Project Developer declares and warrants to allow the RED Head of Sustainability to visit, check and approve the Project throughout the entire period of certification, issuance of GTK and listing on the Application.
If a Project Developer wishes to remove any listed Project from the dedicated page in the Application, then the Project Developer may request RED to do so. The Project Developer undertakes any liability, including to hold RED harmless against any prejudice, as a result of the Project being withdrawn from the Application at Project Developer’s request.
RED may remove at any time any listed Projects if such Projects are averse to the interests of
RED or the Application, or if the Project Developer breached any of the provisions of these GTCs.
RED undertakes no liability for any damages or losses caused by such removal.
7. Fees payable by the Project Developer
The Project Developer does not have to pay fees for listing the projects on the dedicated page in the Application, as long as the projects are Eligible Projects.
The fees that are retained by RED are a percent from the value of the transaction as mentioned in RED-Platform-Scheduled-Fees.pdf
8. Additional services for projects which are not Eligible Projects
If you have a project which does not fulfill the conditions for being considered an Eligible Project (as described in Section 3 above), RED can provide additional services in this regard.
As such, if you do not have the carbon offset calculations implemented for your project, you can request it in the Application, subject to an extra fee. The RED Franchise Users (subject to the GTCs available here) or other third-party providers will calculate the carbon emission avoidance for your project, after which the Project may be assessed by RED Head of Sustainability as per Section 4 in these GTCs, in view of being listed in the Application and thus making it RED Certified. Becoming RED Certified aims to give your project additional trust stamp, visibility, marketing and promotion in newsletters and social media. In order to calculate the carbon emission avoidance for your Project, you will need to select a Franchise User from the list in your area.
Such additional services are not provided directly by RED, but by contractual partners of RED who provide services for carbon offset calculations. Please note that being RED Certified does not mean that relevant authorities or competent courts of law in Romania or elsewhere will concur with the certification mechanism described herein.
The COUs of a RED Certified Project do not represent regulatory compliance credit under the Kyoto Protocol, the Paris Agreement or any other international treaty, law or regulation related to carbon reduction quotas and RED assumes no liability in this regard. Your possibility to sell, retire or otherwise use the COUs may be subject to legal restrictions and regulatory procedures at some point. There is also a risk that you will not be able to convert COUs into fiat currencies at the time or price you want, as the certification is made only for the exclusive use in the Application.
For the avoidance of any doubt, RED is not authorized as a provider of the services for carbon offset calculations. RED undertakes no obligation and assumes no liability in connection with such additional services which remain in the full and exclusive liability of the relevant third-party service providers. As such, you are highly encouraged to carefully read the terms and conditions and all related policies made available in connection with the services in question.
9. Project Developer’s Representations and Warranties
In using the Application, submitting Projects for approval, and agreeing to these GTCs, each Project Developer warrants and undertakes to RED that at all times:
- it will not act in a manner which could reasonably be construed as misleading to RED or any other User, or which might be reasonably construed as being capable of artificially influencing or manipulating the price of COUs.
- list only Eligible Projects, as defined herein, except in cases where Section 18 (“Additional services for projects which are not Eligible Projects”) above applies.
- list COUs that have been and continue to be issued in accordance with the definition of COUs provided herein.
- if the Project is listed on another website or platform for purchase (other than the Application), the Target Price of the COUs will not be higher than the price listed on that other website or platform.
- all COUs reserved for selling in the Application are available, meaning that the Project Developer has:
- right, title and interest in such COUs free and clear of any encumbrances that would prevent or inhibit the transfer of the beneficial title to a Contributor free of any interest or right and the transfer of the unencumbered legal title to RED.
- not sold, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or encumbrance in or agreed to sell, assign, license, dispose of, grant or otherwise create any interest or encumbrance in such COUs other than as contemplated under these GTCs.
- confirmed that no claim has been made by any third person to be entitled to an interest in any such COUs.
- will take into consideration RED fee as mentioned in RED-Platform-Scheduled-Fees.pdf
- it will comply with all the provisions of these GTCs and the User GTCs (available here) and any instructions given by RED.
- the information provided to RED electronically or otherwise will not interfere with or disrupt the operation of the Application (or its underlying software).
- it will not enter into direct transactions with Contributors on the Application.
- it will not act in a way which creates a false or misleading impression of the market for COUs.
- any information provided to RED is current, true, accurate and correct and the Project Developer will inform RED as soon as it becomes aware of any changes to that information.
10. Transaction Process
Once the Project is approved and listed on the dedicated page in the Application, the Application will automatically create the offer in the Marketplace according to the Target Price. The Contributors can acquire COUs under the form of GTK tokens directly from the Project’s landing page or from the Marketplace.
After a Contributor acquires a certain amount of GTK, the RED Platform will inform the Project Developer by e-mail about the purchase. As RED will deliver communications to the Project Developer electronically, the Project Developer understands and agrees that:
- any potential charges incurred in receiving such communications will be borne by it.
- it shall notify RED immediately of any change in its email address and RED may require a Project Developer to provide certain information prior to accepting the change of the e-mail address.
- all communications sent by RED to its e-mail address provided for such purpose will be deemed to have been properly delivered, until RED receives a written notice regarding the change of the e-mail address.
- any communication, notice, or other message posted in the Application by RED shall be deemed to have been received at the very moment such communication, notice, or other message first appears in the Application, regardless whether the Project Developer has accessed it or not.
- RED may monitor and keep e-mails and other communications between RED and any Project Developer, for legal and compliance purposes.
Based on the information received by e-mail from RED, the Project Developer will then have to retire the quantity of relevant COUs and issue an invoice for that quantity, at the Target Price already established.
RED will make the payment in 14 days from the moment of issuance, retaining a percentage of the total Target Price from the Project Developer. After RED makes the payment, a confirmation of retirement of the relevant quantity of COUs will be provided to RED by the Project Developer (the “Retirement Confirmation”).The confirmation of retirement of the relevant quantity of COUs (the ”Retirement Confirmation”) shall be sent by the Project Developer to RED in 3 (three) business days from the receipt of the e-mail by RED related to the COUs purchase. After the receipt of the Retirement Confirmation, RED will make the payment in 14 (fourteen) business days.
In relation with the Retirement Confirmation, the Project Developer declares and warrants that:
- the retirement of the COUs cannot be reversed.
- neither it, nor any third party will have any further rights in relation with said COUs.
- it will not take any action to exercise any right in relation with said COUs and considers that no person has any further rights in relation with said COUs.
Each Project Developer must use its best endeavours to have at all times the COUs available (in the meaning of fulfilling the conditions in Section 19 (“Project Developer’s representations and warranties”) letters c) and e)) and inform RED immediately after the quantity of available COUs in under 1,000.
In the eventuality that, after receiving the e-mail from RED regarding a purchase made by a Contributor, the Project Developer does not have the entire quantity of COUs available (even if the Project Developer undertook to have a certain quantity of COUs reserved for selling in the Application), it will inform RED about the partial quantity available and accepts and understands that it is obliged: (i) to retire such partial quantity of COUs still available and (ii) to automatically reserve from the following year a quantity of COUs equal to the difference between the quantity of COUs purchased by the Contributor and the quantity of COUs retired under (i) above, to be retired for the Application and sold to the Contributor as per the transaction process in this Section 10. The Project Developer will hold RED harmless of any liability in this regard.
In relation with these GTCs and the transaction process, as described above, the Project Developer represents and warrants to RED that at all times:
- it understands that RED does not act as a representative, agent, intermediary or otherwise (in the meaning of the Romanian Civil Code) for neither the Project Developer, nor the Contributor;
- it will perform its obligations towards RED responsibly and competently, and exercise all reasonable care in doing so;
- it has, and continues to have, the power and authority to enter into and perform its obligations under these GTCs and any transaction and to give the authorities and grant the powers to RED as set out in these GTCs;
- by agreeing to these GTCs and submitting an Eligible Project or related COUs or being part of the transaction, it will not breach the terms of any contract with any third party;
- it is not relying upon any representations or warranties other than those expressly set out in these GTCs;
- it has agreed to these GTCs after a full opportunity to review them and has a full understanding thereof and of the risks, and is capable of assuming those risks;
- will, at RED’s request, transfer legal title of COUs free and clear of encumbrances or any interest in or to the COUs by any person or individual;
- it is responsible for making its own assessment of the tax treatment of the COUs, as well as complying with the potential related applicable tax requirements in terms of invoices, tax forms and tax declarations;
- it is responsible for its own costs incurred in performing its obligations under these GTCs, including with respect to taxation consequences related to sale of COUs;
- it understands that RED, at its own choice, may not disclose the identity of the Contributors.
- it will be responsible and it will ensure at all times to take appropiate measures to avoid double selling of COUs; it will remain fully and solely liable in this regard for all and any costs and damages that may occur.
11. Additional services provided by third party providers
As a Project Developer, you also have access to the following additional services:
- managing your digital wallets (deposit / withdrawal);
- exchange the MWAT tokens (or cryptocurrencies) that you have in fiat currency (official, government-issued currency);
- directly buy MWAT tokens (or cryptocurrencies) using fiat currency.
Such additional services are not provided by RED itself but by contractual partners of RED authorized to provide services for managing digital wallets and processing payments between cryptographic assets (tokens) / cryptocurrencies and fiat currencies.
Please note that MWAT tokens (or other tokens) held may be subject to legal restrictions and transfer procedures and/or availability restrictions at some point. Your possibility to convert MWAT tokens (or other tokens) into fiat currencies may also be subject to legal restrictions and regulatory procedures at some point. There is also a risk that you will not be able to convert MWAT tokens (or other tokens) into fiat currencies at the time or price you want, as there is no predictable stability regarding their liquidity.
For the avoidance of any doubt, RED does not offer itself and is not authorized as a provider of the services in this clause 11, including services for managing digital wallets and processing payments between cryptocurrencies / tokens and fiat currencies. RED undertakes no obligation and assumes no liability in connection with such additional services which remain in the full and exclusive liability of the relevant third-party service providers. As such, you are highly encouraged to carefully read the terms and conditions and all related policies made available by the relevant provider of services in connection with the services in question.
12. Applicability of GTCs for User
These GTCs apply in addition to the terms and conditions specific to the capacity of User, assumed upon registration as a user of the Application, available here, which apply to you as Project Developer to the fullest extent. For the avoidance of any doubt, the following sections of the GTCs for User (without limitation) are fully applicable herein:
- Section 2 – Rights over Application
- Section 3 – Nature and Accuracy of Information provided through the Application
- Section 4 – Access to and Use of Application
- Section 5 – Authentication and Accessing the Personal Account
- Section 7 – Promotional Content
- Section 8 – Access to Network and Devices
- Section 11 – User’ Feedback
- Section 12 – Representations and Warranties of RED
- Section 13 – GTCs Duration. Termination
- Section 14 – Exoneration
- Section 15 – Limitation of RED’s liability
- Section 16 – User’s Liability
- Section 17 – Parties’ Legal Status
- Section 18 – Notices
13. Personal data protection
From the perspective of personal data protection, RED and the Project Developer declare and acknowledge that each act as an independent controller of the personal data it processes. RED and the Project Developer declare and accept that they do not have the status of joint controllers and exclude any form of mutual or joint liability.
In carrying out its role of Project Developer, the Project Developer shall ensure that it:
- 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 but informing RED about them.
14. Cookies Policy
To the maximum extent permissible by law, each Project Developer indemnifies RED and RED’s employees, affiliates, subcontractors, agents, and representatives from and against all proceedings, actions, claims, demands, losses, liabilities, damages, costs and expenses arising out of or in connection with these GTCs, including without limitation:
- any inaccuracy of a representation or breach of a representation or warranty made by the Project Developer;
- any claim by any User or third party as a result of fraud or an absence of legal title of the listed Project or relevant COUs;
- any claim by any User or third party regarding the use or the retirement of COUs;
- any information provided by the Project Developer to RED. For the avoidance of doubt this includes information, which is submitted through the Application erroneously, or which should not have been submitted, for any reason;
- any use by RED, by Users or any third party of any information supplied by the Project Developer (including any information submitted erroneously or which should not have been submitted for any reason);
- any reasonable costs, incurred by RED in relation to any complaint, action, claim or sentence regardless of the form or nature thereof initiated by a third party against RED notably with regard to infringement of a right over the information provided by the Project Developer, pursuant to Section 5 above.
The indemnities herein are: (a) continuing obligations of the Project Developers, separate and independent from their other obligations and survive the termination of these GTCs; and (b) absolute and unconditional and unaffected by anything that might have the effect of prejudicing the liability of the Project Developer.
RED shall only be liable to the Project Developer for direct damage suffered as a direct result of a material breach by RED of its express obligations under these GTCs. Nonetheless, in no event shall the maximum aggregate liability of RED for damages suffered exceed the fees paid by the Project Developer to RED over a 3-month period preceding the event that triggered RED’s liability.
To the maximum extent permitted by law, RED shall not be liable for any indirect damage, including, without limitation for any loss of profits, loss of revenue or loss of opportunity suffered by the Project Developer as a result of:
- any use or misuse of the Application by the Project Developer or a third party;
- the Project Developer relying upon any advice, report or information provided by RED or contained in the Application, as the Project Developer must act solely by relying on advice, report, and information available or provided to them independently from RED;
- a RED Certified Project and related COUs being used otherwise than in the Application;
- any claim by any third party, notably against any act or omission of the Project Developer and/or RED;
- any imperfection, invalidity or defect of any kind with respect to any COUs, including in relation to the legal title of COUs or any claims related to the use or characteristics of COUs;
- any changes in market conditions;
- an event of force majeure or fortuitous case (in the meaning of article 1351 of the Romanian Civil Code);
- any breach by the Project Developer of any part of these GTCs;
17. GTCs Duration. Termination
These GTCs shall be valid for as long as the Project Developer has the one Project submitted listed in the Application . For another Project submitted in the future, the Project Developer shall have to accept once again the GTCs (in the version applicable at the moment of your future submission).
The Project Developer shall at all times be entitled to withdraw from GTCs , i.e. withdrawing the Project, without invoking any reason and without bearing other costs. The rights accruing to the holder of the rights in question until the withdrawal date shall be fully acknowledged.
RED may promptly decide to terminate the contractual relationship with the Project Developer by denying at any time their access to the Application, if the Project Developer has breached any provisions of these GTCs, by simple notification and with no prior formality. Also, RED may at any time unilaterally terminate these GTCs with a prior 10-day notification.
18. Parties’ Legal Status
RED shall act in capacity of independent economic operator in connection with any aspect regarding the fulfillment of its obligations under these GTCs.
For the avoidance of any doubt, each of RED and the Project Developer acknowledges and accepts that neither the Project Developer 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]
20. 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.
The Project Developer undertakes to comply in all respects that arise from these GTCs and any applicable law and RED shall have no liability for any breach of the law by the Project Developer.
For the avoidance of any doubt, the Project Developer expressly acknowledges and accepts each and all the clauses and terms under these GTCs, in accordance with article 1203 (Unusual Clauses) of the Romanian Civil Code.