|PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE USING THIS APPLICATION AND CONTRACTING|
1.1 These General Terms and Conditions („GTCs”) regulate the access to and use by you, as an individual („Franchise User” or „you”) of certain functionalities of the RED application that offers access to a trading platform of green tokens (the “Application”) and which allows the Franchise User to create its own virtual company through which you can send personalized energy and gas offers to your phone and social networks contacts.
1.2 The application is provided by Restart Energy Democracy Platform SRL, a limited liability company with the registered office located in Timișoara, 11 Gheorghe Doja Street, registered with the Trade Registry under no. J35/3221/2021, sole registration code 44729118 („RED”), these GTCs governing the relationship between RED and the Franchise User in connection with the access to and use of the Application for the functionalities described below.
1.3 These GTCs include the contractual framework for the collaboration, which regulates the main rights and obligations of the Franchise User and RED regarding the creation of the virtual company and the payment of the commission due to the Franchise User when the Franchise User‘s contacts become Consumers through the Application.
1.4 The capacity of Franchise User subject to these GTCs is without prejudice to the general terms and conditions applicable to you as a User, since the initial use of the Application, available here and which remain in full force throughout the entire period you have the capacity of User. For the avoidance of any doubt, the termination of the capacity as User, entails the termination of the capacity as Franchise User.
1.5 Definitions. Unless the context otherwise requires, the following terms shall have the following meaning:
|“Application”||the website mobile / application allowing access to a trading platform for conventional Green Tokens and which allows the Franchise User to create its own virtual company through which he can send personalized energy and gas offers to its phone and social networks contacts.|
|“Franchise User”||the person who, by accepting these General 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 through the Application.|
means the funds or tokens granted by RED to the Franchise User based on these GTCs.
The commission has a parity of 1 MWh to 1 MWAT for each Franchise User. For example, a Franchise User who stake 10.000 MWAT has the right to collect the commission for a maximum of 10.000 MWh / year from Consumer consumption.
|“Consumer”||means 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”||means the agreement concluded by the Consumer with accredited suppliers of electricity and natural gas (“Suppliers“) through the Application.|
|“ECF Fund”||Renewable energy community fund, namely a MWAT fund belonging to the community of users of the Application, where the total amount of staked MWAT can be visualized. This ECF Fund is automatically funded when the Users exercise their right for staking the tokens.|
|“RED V-LEC Franchise”|
100% digital franchise using blockchain technology, having been assigned an ERC-721 non-fungible token for its unique identification, which gives the Franchise User the right to create its own virtual company and receive the related commission when its contacts to whom the personalized offers have been submitted become Consumers through the Application.
The RED V-LEC Franchise will be purchased by the Franchise User for the territory of a country by paying the cost of 100,000 MWAT. A certain percentage of the cost paid will be returned to the Franchise User in the form of tokens blocked in his account (Staking).
|“Green Token”||GTK and REO-G tokens, as defined under the current GTCs , as well as other sustainability linked tokens that will be available in the future in the Application.|
|“GTK”||an ERC-20 fungible token having utility only in the Application that certifies on the blockchain the quantity of CO2 avoided in the atmosphere by ecofriendly actions such as production and consumption of energy from renewable sources.|
|“MWAT”||an ERC-20 fungible token having utility only in the Application as a virtual battery storage for Green Token and a conventional token for the acquisition of Green Token or for other rights/ functionalities of the Application.|
|“RED”||Restart Energy Democracy Platform SRL, a limited liability company with the registered office located in Timișoara, 11E Gheorghe Doja Street, registered with the Trade Registry under no. J35/3221/2021, CUI 44729118.|
|“REO-G”||an ERC-721 non-fungible token having utility only in the Application that represent an origin certificate for the energy resulted from renewable sources.|
|“Staking”||The action of blocking into the Application account of a User a number of MWAT tokens for accessing various functionalities of the Application.|
|“Terms and conditions” or “GTCs”||these terms and conditions applicable to RED and Franchise User.|
1.6 These GTCs regarding the collaboration between the parties, including all rights and obligations related to the parties, are considered concluded through the Application, at the moment you pay the fee for the RED V-LEC Franchise with MWAT and confirm that you have read, understood and agreed with GTCs.
1.7 Each Franchise User 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.
1.8 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 the Franchise User after any such change shall represent the Franchise User’s 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.
As a party to these GTCs, you are a RED Franchise User, which means that you have purchased the RED V-LEC Franchise (by paying the MWAT for the relevant franchise) and have successfully provided all relevant information in order to fulfill the know- your- customer requirements, as provided in the Application.
2.1 By accepting these GTCs, you have created a virtual energy company and want to help companies and consumers to avoid issuing CO2 into the atmosphere by approving ecofriendly actions such as the consumption of renewable energy and by sending electricity personalized offers to your contacts, as you may see fit.
2.2 The Franchise User, as an independent person, undertakes to send personalized offers to its contacts, by any means he deems appropriate, followed by receiving from RED the Commission , as described in the Application.
The Franchise User shall refer to this action of creating products and sending personalized offers through the Application (“Franchise User’s Own Activity”) as its own business, not being subject to any instructions from RED regarding Franchise User’s Own Activity and being able to negotiate the conditions of the offer directly with the Consumer.
In this regard, the Franchise User declares that Franchise User’s Own Activity is an independent one, meaning it is carried out by the Franchise User for the purpose of obtaining incomes, the Franchise User declares that:
At the same time, from a fiscal point of view, the Franchise User declares and guarantees that:
The contractual obligations of the Franchise User: (i) to make the efforts considered necessary to find persons interested in changing their electricity or gas supplier, to whom the personalized offers shall be sent; (ii) to present to potential Consumers an offer containing all the data, information, characteristics, technical parameters requested by them, in good faith and with the diligence of a good professional.
The Franchise User does not assume the obligation: (i) to draft the Supply Agreement that will be concluded between the Consumer and the Supplier; (ii) to guarantee the performance of the Supply Agreement between the parties; (iii) to guarantee the solvency of the Consumer towards the Supplier.
RED’s contractual obligations: (i) to pay the Franchise User the due monthly Commission; (ii) to immediately inform the Franchise User of the conclusion of a Supply Agreement by one of the persons to whom he has sent a personalized offer, within 15 days from the date of its conclusion (in order to comply with the deadline of withdrawal from the Supply Agreement, if applicable).
For the avoidance of any doubt, the Franchise User’s rights and obligations are described exhaustively in these GTCs and do not extend to any other right, including, but not limited to, the services or products to be covered by the Supply Agreement, in accordance with the Consumer General Terms and Conditions available here.
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.
In carrying out Franchise User’s Own Activity, the Franchise User shall ensure that:
Based on these GTCs, the Franchise User creates his virtual energy company, a landing page and a link containing personalized marketing offers.
The Franchise User may send this link to other people on its contact list, on social networks or in any other way he deems appropriate. In case one of these contacts, based on the link sent by the Franchise User, creates an account in this Application, agrees to change its electricity and / or natural gas supplier and concludes a Supply Agreement in accordance with the Consumer Terms and Conditions available here, the Franchise User shall receive the Commission under the mentioned conditions.
For the avoidance of any doubt, RED has no obligation to the Franchise User, including but not limited to, any obligation to pay the Commission, in case none of its contacts become a Consumer.
The payment of the commission to the Franchise User shall be made in the Application within 15 days from the date his contact became a Consumer. The period of 15 days is thus set to cover the situation in which the Consumer manifests his right of withdrawal from the Supply Agreement, in accordance with the applicable legislation.
Effective payment shall be made directly to the bank account provided by the Franchise User in the Application or in MWAT virtual currency, depending on the Franchise User’s choice, after reaching the minimum threshold established for payments.
6.1 The virtual company created by the Franchise User shall include the name, denomination and logo chosen by the Franchise User, the intellectual property rights over them, also belonging to the Franchise User, only to a limited extent, during the validity of these GTC and against a unique fund of tokens representing the fee for creating its own virtual company. The Franchise User cannot use publicly registered trademarks in his virtual company name. The Franchise User must hold author rights for the chosen logo. The temporary intellectual property rights are suspended if the franchise subscription fees are past due and unpaid. Under no circumstances does the Franchise User have the right to use outside the Application, the name, denomination and logo it chose for its own virtual company, under the sanction of payment of damages.
6.2 Rights over the Application. Ownership of 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 the Franchise User shall not confer or grant the Franchise User any right over the Application or any right related thereto, except for a limited right of use, subject to the restrictions set forth under Art. 6.3 below.
6.3 The right to use the Application. Pursuant to these GTCs, subject to Franchise User’s meeting the obligations incumbent upon them under these GTCs, RED grants the Franchise User a limited, non-exclusive right of use (license) that may be not sub-licensed or transferred and which may at all times be revoked by RED, in order to access and use the application on Franchise User’s personal device. To access and use the Application, the Franchise User must strictly observe the following restrictions. Thus, they shall not:
6.3.1 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;
6.3.2 decompile, reconstruct through reverse engineering or disassemble the Application;
6.3.3 make links, mirrors or frames to any portion of the Application;
6.3.4 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;
6.3.5 attempt to obtain unauthorized access to or affect any aspect of the Application or of the systems or networks connected thereto;
6.3.6 remove copyright marks, trademarks or other proprietary markings from any document issued by RED or from any portion of the Application.
6.4 IP Claims: During the contractual relationship, the Franchise User will notify RED, as soon as possible, about: (a) any actual or suspected infringement by any third party of the intellectual property rights in connection with the license granted; (b) any threat, accusation or claim of infringement of the intellectual property rights of any third party with respect to Franchise User’s use of the Application under the granted license; (c) 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 it is necessary to reduce the fees paid by the Franchise User or to terminate these GTC.
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.
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, the Franchise User 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.
For authentication purposes, the Franchise User will choose / 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 Franchise User may only have one account. The Franchise User may not authorize third persons to use their account. It is forbidden to assign or otherwise transfer the Franchise User’s account to another person. The Franchise User 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 Franchise User shall be solely responsible for all the activities performed by the Franchise User 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 Franchise User’s identification code and/or password.
In your capacity as a Franchise User, you have access to a number of functionalities offered by the Application, for example:
Functionalities regarding the creation of the virtual company;
a) Functionalities regarding the creation of the virtual company;
b) Functionalities regarding the creation of personalized offers;
c) Functionalities regarding the submission of the personalized offers;
d) Functionalities regarding the relationship with Consumers;
e) Functionalities regarding the accumulated earnings;
f) Functionalities regarding the relationship with Suppliers;
g) Functionalities regarding the management of the Franchise User account;
h) Other functionalities, as provided at a certain moment in time in the Application.
Also, as a Franchise User and holder of a RED V-LEC Franchise, you have the right to perform the activity related to a number of MWh equal to the quantity of staked MWAT, as per the formula: (i) 1 Consumer for each staked MWAT and (ii) 1MWh/year for each staked MWAT.
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 opting in and out through platform settings.
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.
The Franchise User 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 the Franchise User has subscribed, to the extent that the Franchise User accesses or uses the Application from a device that allows for wireless communication, and it is the Franchise User’s exclusive responsibility to pay these tariffs and prices.
The Franchise User 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, the Franchise User 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.
RED may, at its sole discretion, allow the Franchise User 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 Franchise User’s property. However, by providing content to RED, the Franchise User 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 Franchise User’s prior information or approval and without any payment being due to the Franchise User or another person.
The Franchise User represents and warrants as follows:
14.1 The Franchise User 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
14.2 neither the Feedback, nor the transmission, loading, publication or provision by the Franchise User 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.
14.3 The Franchise User 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 notice or any other information whatsoever of the Franchise User being necessary for this purpose.
The Franchise User 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:
15.1 RED is a legally established company, lawfully operating under the Romanian laws, meeting all the legal corporate requirements to carry on its business;
15.2 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;
15.3 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;
15.4 RED has the required technical capacities and qualified staff to meet its obligations.
These GTCs shall be valid for the term of Franchise User’s access and use of Application.
The Franchise User shall at all times be entitled to withdraw from GTCs, i.e. to close the Application account, without invoking any reason and without bearing other costs. The rights born until the withdrawal date shall be fully acknowledged to the holder of the rights in question.
RED may promptly decide to terminate the contractual relationship with the Franchise User by denying at any time their access to the Application, if the Franchise User has breached any provisions of these GTCs, by a simple notification and without other prior formalities. Also, RED may at any time unilaterally terminate these GTCs with a prior [10-day] notification.
Termination of these GTCs is without prejudice to the rights and obligations, including limitations of RED’s liability in the terms and conditions related to other roles acquired through the Application.
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.
RED does not guarantee the quality, adequacy, safety or capacity of third-party Suppliers.
The Franchise User acknowledges and accepts that the entire risk arising from the Franchise User’s use of the Application shall be fully incumbent on the Franchise User, to the maximum extent permitted by the applicable legislation.
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 Franchise User’s using or relying on the Application, or from Franchise User’s incapacity or inability to access or use the Application; or
18.2 any transaction or relationship between the Franchise User and any other third party, even if RED has been informed about the potential occurrence of such prejudice; or
18.3 Franchise User’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:
RED shall not be liable for access to the Application from countries whose laws prohibit or restrict or limit the creation of a virtual energy company and the submission of electricity trading offers according to the model proposed by the Application. 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. Franchise Users 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.
RED shall not be liable for any delay or malfunction of the Application arising out of causes beyond the reasonable control of RED, such as, but not limited to:
To the maximum extent permitted by the applicable law, RED’s total liability to the Franchise User 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 the amounts paid by the Franchise User under these GTCs over a 3-month period preceding the event that triggered RED’s liability.
The Franchise User 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 the Franchise User, which arise from or in connection with:
19.1 Franchise User’s use of the Application;
19.2 Franchise User’s failure to comply with or the breach of any of the provisions under these GTCs or under the Collaboration Agreement, integrated part of these GTCs;
19.3 the inadequate nature of the rights over the Feedback and/or its inadequate character; or
19.4 breach by the Franchise User of a third-party’s rights, including the Suppliers’ rights.
19.5 breach by the Franchise User of a third-party’s rights, including the rights of Consumers or potential Consumers (its contacts).
In relation to any aspect regarding the execution of its obligations according to these GTC, each of RED and the Franchise User has the legal status of an independent economic operator.
For the avoidance of any doubt, each of RED and the Franchise User acknowledges and accepts that neither the Franchise User 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:
Assistance Section within the Application
These GTCs shall be supplemented with the following Schedules that are integral part thereof:
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 Franchise User 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 the Franchise 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.
For the avoidance of any doubt, the Franchise User 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, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 24.