Terms and Conditions

Renewable Energy Certificates (RECs): Certificates issued to represent 1 MWh of electricity generated from renewable sources, registered on the I-REC Registry.

I-REC Registry: The International REC Standard, an international framework for the issuance and management of RECs.

Registrant: The entity responsible for registering renewable energy projects and handling the issuance, trade, and redemption of RECs on the I-REC Registry.

“days”: shall be construed as calendar days

Receiver: The party that receives confidential or proprietary information from the other party. The Receiver is obligated to protect the information and is restricted from sharing or using it without the consent of the Discloser.

Discloser The party that discloses or shares confidential or proprietary information with the other party. The Discloser expects the Receiver to maintain the confidentiality of the information and only use it for agreed-upon purposes.

REC redemption: The process where a Renewable Energy Certificate (REC) is "retired" or marked as used, ensuring that it can no longer be traded or sold.

Transferrer: Owner of the REC prior to the transfer taking place.

Transferree: Entity to which the REC will be transferred by the Transferrer.

You and Fuel Switch SA: When we say you or your, we mean both you and any legal entity you're validly authorised to legally represent. When we say Fuel Switch SA, we, our or us, we're talking about Fuel Switch SA (Pty) Ltd, and/or any other entity associated with Fuel Switch SA (Pty) Ltd, in other words, the party you contract with and pay fees to, based on the combination of Fuel Switch SA products and services you're using.

Our products and services: When we refer to our products and services, we refer to all the platforms, products and services combined with service level support we provide now or in the future, including our platform for the registration of Renewable Energy Projects (REP's) and for the trading of energy futures, whether Renewable Energy Certificates (REC's) or any other negotiable instrument associated with energy futures tradable on an open market, combined with associated support products and services. For a complete menu of these products and services, please visit our webpage at fuelswitch.io

Creating an account and registering REP's: By the time you are ready to commit to these terms and conditions through transacting in our products and services you would have had the benefit of access to all the information needed for making such a commitment. So, when you create an account to use our products and services and accept these terms and conditions, whether you do so on your own behalf or whether have been legally delegated to do so, you resolved to proceed with this relationship, you become a trusted client with the ability to conclude transactions on our platform and you agree to be charged a transaction fee for some of these transactions.

User roles and access: As a consenting client inviting others into a registration paid by yourself, you should understand the implications thereof, and in particular that such a registration and use of our products and services by such an invited user still renders you liable for all the rights and duties accompanied by your own registration.

The right to use our products and services: Whether you're a registered account holder or an invited user, we grant you the right to use our products and services (based on your account type, your user role and the level of access you've been granted) for the entirety of our relationship at the end of which you may terminate our relationship, we may terminate our relationship or – if you're an invited user – until your access is revoked by Fuel Switch SA.

Rules: Whatever your role, when you use Fuel Switch SA's products and services you agree to follow the rules outlined here. Please read them and make sure you understand what you may and may not do.

Your responsibilities: You promise that you'll keep your information (including a current email address) up to date. You're responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our products and services for your legal, tax and compliance obligations. You're also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards, but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better!

When we introduce new or revised products and services: Since we're always thinking about how to make Fuel Switch SA the best it can be, we regularly refine our products and services. For new or updated products and services, there might be additional terms and conditions. We'll let you know via email what those terms and conditions are before you start using those products and services.

What we own: We own everything we've put into our products and services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our products and services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us through prior written authorization.

Jurisdictions: Subscribing to our products and services means that any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall, except to the extent that a court of another country has jurisdiction that will override this clause, be governed exclusively by the High Court of South Africa (Gauteng Division of the High Court of South Africa, Pretoria) and shall be construed in accordance with the laws of South Africa.

Fuel Switch, acting as the registrant on the I-REC Registry, shall register the Customer’s renewable energy projects and manage the issuance, trading, and redemption of RECs solely on behalf of the Customer.

Fuel Switch’s role as the beneficiary listed on the I-REC Registry is administrative in nature, and such designation shall not affect the Customer’s rights or ownership of the RECs.

Fuel Switch can transfer the RECs of a Customer to another I-REC account on the I-REC Registry, should the customer wish for this to take place. The customer will then be liable for all transfer costs incurred on both the I-REC registry, as well as the Fuel Switch system.

Unless you're in a free trial or other offer period, you'll need to pay for concluding selected transactions. The pricing details of paid for products and services are explained for these products and services when selected.

Paying for selected transactions: Your use of our products and services would generally require of you to pay for some of these products and services. Pricing of these selected products and services happens per transaction and consists of a transaction fee stated upfront when you select these paid for products and services. We may update or amend our transaction prices from time to time. As with any other changes to our terms and conditions, changes to our prices won't apply retrospectively. Should we make changes and you're an existing client, we'll make every effort to let you know. Should we not hear from you within 14 days after sending you notice of change(s) to our terms and conditions, we will proceed as if you accepted such change(s).

Importance of timely and accurate payment details: In order for transactions to proceed smoothly, please make sure we have accurate payment information. Should any discrepancy be picked up the selected transactions unfortunately would be suspended until errors are rectified.

On Fuel Switch, each customer will have a dedicated wallet for managing their funds. Invoices will be provided for all transactions, including device registrations, REC issuances, transfers, and redemptions.

I-REC Registry

• Issuances: These involve fixed fees on a per REC basis, currently R1.15 / MWh.
• Redemptions: Similar to issuances, users are charged on a per REC basis with fixed fees, currently R1.56 / MWh.
• Transfers: These incur a 4% fixed percentage fee per REC transferred, based on the current market value of the RECs. The REC owner initiating the transfer is billed.
• Sell/Buy: This transaction incurs a fee towards both the buyer and the seller of 4% each, totaling 8% based on the market spot price at the time of trade.

ZAREC Registry

• Issuances: These involve fixed fees on a per REC basis, currently R1.50 / MWh.
• Redemptions: Customers pay a sliding scale fee as follows
  • < 600 RECs = R600
  • > 600 RECs & < 4799 RECs = R2400
  • > 4799 RECS = R2400 + R0.50 per REC over 4799 RECs
• Transfers: These incur a 4% fixed percentage fee per REC transferred, based on the current market value of the RECs. The REC owner initiating the transfer is billed.
• Sell/Buy: This transaction incurs a fee towards both the buyer and the seller of 4% each, totaling 8% based on the market spot price at the time of trade.

Payments should be made within thirty (30) days after receiving the invoice.

For trades of RECs, the buyer transfers funds to Fuel Switch. Fuel Switch deducts applicable fees and pays the remainder to the REC seller. Fuel Switch will handle all administrative tasks and issue invoices where necessary.

Fuel Switch will provide the following documents as part of the business processes:

• Device registrations: Registration invoice.
• Issuances and redemptions: Per-REC fee invoice.
• Transfers: Transfer fee invoice based on a percentage of the value of the RECs transferred.
• Trades: Buyer’s invoice and seller’s receipt for the remainder payment.

Users can deposit funds into the system using their Fuel Switch account as a reference on the EFT made into the Fuel Switch bank account. Users can also deposit funds via the system’s PayFast payment gateway using the options available there. Withdrawals are done on the Fuel Switch solution, where any credit due to the customer is held in a trust account by Fuel Switch itself, and then paid out to the customer upon submission of a withdrawal request.

No fees are incurred when accounts are created on the Fuel Switch platform.

Devices registered with different registries will have a cost associated with the device size. This process will be facilitated by the Fuel Switch team to reduce the time it takes for the device to be registered with the relevant registry.

To have RECs issued to a client account, the client requires a registry to physically look at his Renewable Energy metering data, and verify the validity thereof. Once verified, the Registry will issue the client with RECs for the approved data, at 1 REC for every verified 1 MWh of electricity.

This is payable prior to receiving the REC and the process of this payment is also facilitated through Fuel Switch.

An invoice is issued automatically to a client on the submission of an issuance request.

Trades: Trading of RECs takes place on the Fuel Switch proprietary smart-contract order book software, where the buyer and seller are both guaranteed that they will get the respective proceeds from the trade when it is matched on our order book. For using our willing buyer/willing seller order book, a trading fee of 4% from the buyer and 4% from the seller will be payable on the price that the RECs are sold at. The seller of the REC’s 4% will be deducted from the proceeds and the buyer pay an extra 4% on top of the purchase amount.

The Buyer of the REC will receive an invoice for the total value of the RECs, including the fees associated with using the willing buyer-willing seller order book. The seller will receive a receipt for the value of the funds owed to them, minus the fees deducted by Fuel Switch for facilitating the transaction. These funds will immediately be allocated to the Customer’s Fuel Switch account, and available for withdrawal upon their request.

Transfers: Fuel Switch functions as a brokerage between buyers and sellers of Renewable Energy Certificates, integrated into the different REC registries, making customer REC management process seamless and fully digital and auditable. We have a fee of 4% on the market value of a REC, for each REC transferred on our system directly between two participants. The market value of a REC is determined every month, based on the supply and demand of RECs on the platform. This fee is payable by the owner of the RECs at the time of transfer.

An invoice including the fees and the value the RECs are transferred for will be issued to the Transferrer of the RECs. Should the Transferrer and the Transferee of the REC(s) have a different agreement relating to the payment of this transaction, it can be settled outside of the Fuel Switch system, and the necessary fees transacted within Fuel Switch as per this agreement.

Fuelswitch customers will trigger the trade or transfer of RECs within the Fuel Switch system themselves, or through written approval, should they wish the platform provider to do so on their behalf.

I-REC Registry

The redemption is also a fixed fee payable for every REC redeemed. This redemption fee will be R1.56 per REC.

ZAREC Registry

An invoice is issued automatically to a user on the submission of a redemption request.

It is expressly agreed that, for the period of the agreement from the Effective Date of accepting these terms, digitally or in writing, the Receiver shall not without the Discloser’s Consent.

Directly or indIrectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any third party identified or introduced by the Discloser;

Directly or indirectly enter into any transaction whereby it obtains an economic interest in or from any entity relating to the Purpose (the “Investment”); or

seek to by-pass, compete, avoid or circumvent the Discloser from any business opportunity (including providing advisory services to the Receiver in respect of the Purpose) that relates to the Purpose by utilising any Confidential Information or by otherwise exploiting orderiving any benefit from the Confidential Information.

The Receiver agrees that should it breach the provisions of this clause that it shall pay immediately on written demand to the Discloser liquidated damages in an amount equal to 1% (one percent) of the enterprise value of the Investment or such value as derived from the circumvention.

The Parties agree that the payment of the amount in 3.5 is in addition to and without prejudice to any other rights or remedies that the Discloser may have in connection with this Agreement.

The Parties agree that any Personnel of an Associate of each Party engaged for the Purpose shall be bound by the terms of this agreement as if they were Personnel of the Party and shall be notified of the terms of this agreement before engagement on the Purpose.

Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms and conditions, our privacy statement sets out in detail which personal data we process about you and how we process such personal data that you share with Fuel Switch SA, like your name and email address. You always retain the right to ask us, free of charge, about the processing of your personal data, and we will do our best to respond fully to your request within a reasonable time. Should we terminate our relationship, we will destroy your personal data to the extent that we don't need such data for regulatory or any other legitimate purposes.

Use of personal data you enter about others: Depending on your role and responsibilities, our data processing terms may also apply to the personal data of others (such as your business, your employer or employees) that you share with Fuel Switch SA. While it is your responsibility to use data of others in compliance with privacy laws and regulations, we will treat every entry as equally important and deserving of protection.

We won't directly market to you without your consent.

Anonymous statistical data and ownership of data: When you use our products and services, we may remove your personal information from your data and usage of our products and services for statistical purposes. We may also use such anonymous data for purposes such as to provide and improve our products and services, to develop new product or service offerings, to identify business trends, or for other uses. All data created, manufactured, processed, stored, transferred or licensed through use of our products and services with the exception of personal data remains the exclusive property of Fuel Switch SA.

Data breach notifications:Where we think there has been unauthorized access to personal data through your account profile, we'll let you know and give you information about what has happened as soon as we have the required information to do so. We will immediately take all reasonable steps to mitigate the effects and to minimize any damage resulting from such a security breach. In this regard, we will follow all the relevant regulatory prescriptions.

In the event of a breach by either party of any of the terms and conditions of this agreement, the non-breaching party shall be entitled to give written notice of such breach to the breaching party.

The breaching party shall have a period of 21 (twenty-one) days from the date of receipt of the notice to remedy the breach. If the breach is not remedied within this period, the non-breaching party may, at its sole discretion, proceed with any or all of the remedies available under this agreement, including cancellation.

If the breach is not remedied within the specified time frame, the non-breaching party shall have the right to terminate or cancel this agreement by giving 3 (three) months written notice of cancellation to the breaching party.

Upon cancellation, both parties shall be released from any further obligations under this agreement, except for those that have already accrued up to the date of cancellation.

In the event of cancellation due to breach, the breaching party shall be liable for damages, losses, or costs, but excluding any consequential damages, losses or costs, incurred by the non-breaching party as a result of the breach and cancellation.

The non-breaching party may also exercise any other rights or remedies available to it under this agreement or at law, including claiming damages or specific performance, but excluding any consequential damages, losses or costs.

Neither party shall be liable for failure to perform its obligations under this agreement if such failure is caused by an event of force majeure (such as natural disasters, strikes, etc.) and the party affected by the force majeure event promptly notifies the other party.

Security safeguards: We've invested in technical, physical and administrative technology such as blockchain and NFT's to do our part to help keep your data safe and secure in full and complete compliance with South Africa's data privacy laws, and in accordance with your reasonable expectations that your privacy, your intellectual property and your information assets remain protected as best as is reasonably possible. While we've taken steps to help protect your information, no method of electronic storage is completely secure, and we cannot guarantee absolute security. We will notify you if there appears to be unauthorized access to your account and we may also restrict access to certain parts or all of our products and services until we have verified the cause and associated details of such security breach and until we have sanitized and secured the environment again. It goes without saying that if any issues occur, we will always endeavour to limit and minimize service disruptions.

Account security features: We may introduce security features to make your account more secure, such as two-step authentication. Depending on where you are in the world or what products and services you're using, we may require you to adopt some of these features. Where we make the use of security features optional, you're responsible (meaning we're not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.

Playing your part to secure your information: You must ensure that you keep your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realize there's been any unauthorized use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately. You also agree not to use free-form fields in any of Fuel Switch SA's systems or products and services to store personal data, (unless it's a field explicitly asking for personal data – like a first name or last name, email) credit card details, tax identifiers or bank account details.

Third-party products: Along with the use of our products and services, you may use products and/or services from other companies (third-party products), for example, those listed on our web page at fuelswitch.io. Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.

Third-party terms and descriptions: Third-party products and services, whether hardware devices or otherwise are subject to terms and conditions and privacy notices set by the providers of these third-party products and services and products. These include how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach on personal and non-personal data before you contract with them. The descriptions of third-party products and services and products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions. We don't endorse or assume any responsibility for third-party products.

Availability: We strive to maintain the availability of our products and services around the clock, and to provide the level of support to be reasonably expected in an agreement of this nature. On occasion, we need to perform maintenance on our products and services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we'll attempt to notify you in advance. In case of unplanned downtime, we will attend to it with the necessary urgency but be assured that in all instances of an interruption in products and services we will do our best to limit such interruption and to fix the problem as speedily as possible, because we want you to have access to an uninterrupted service. For all of the above, we will always remain within our standard service level parameters.

Access issues: You know how the Internet and the rest of our country's infrastructure products and services work – occasionally you might not be able to access our products and services and your data. This might happen for any number of reasons, at any time and you will appreciate that we cannot accept responsibility for such service interruptions.

Data loss: Data loss is an unavoidable risk when using any technology. You're responsible for maintaining copies of your data shared with us through this relationship. From our side, we continue to take all reasonable steps to protect ourselves and you against unforeseen disaster and loss, and to ensure business continuity.

Crisis management: Whatever the cause of any downtime, access issues or data loss, no party will act upon such an eventuality without following due process as set out in the SLA to be concluded with you.

Problems and support: In the unfortunate case that a problem with our products and services does arise, should you want to manage such a problem within agreed upon parameters, you may ask us to conclude a SLA with you, clearly stating the roles and responsibilities of each party in solving such a problem amicably. Should we find ourselves on different sides of a dispute, we agree to follow the dispute resolution steps listed in Clause 44 below.

Modifications: We frequently release new updates, modifications and enhancements to our products and services, and in some cases discontinue features. Where this occurs, we'll endeavour to notify you where practical (for example, by email, or within our products and services when you log in).

Feedback: We depend on your feedback and may use it without restriction to improve our products and services. Unless you consent, we won't share your feedback with the public.

Help using our products and services: We provide a lot of guidance and support to help you use and transact our products and services. You agree to use our products and services only for lawful business purposes and in line with the instructions and guidance we provide.

No-charge or beta products and services: Occasionally we may offer a service at no charge or at a lower price – for example a beta service, or a time-limited trial account. Because of the nature of these products and services, you use them at your own risk.

Termination by client: You may choose to terminate your relationship with us at any time with immediate effect. For more information, including on how to terminate and remove your account with us, contact us at any time. Given the intrinsic features of our blockchain technology, your personal records will remain securely and indefinitely captured. Any personal information not anonymized or maintained will either be destroyed within the period prescribed by law, or will be removed and handed over to you upon a request in following our privacy statement. Just don't be unsure of a matter so important to both of us!

No refunds: No refund other than a positive balance in your account is due to you if you terminate your account or Fuel Switch SA terminates it in accordance with these terms and conditions.

Attending to your data: Once an account is terminated by you or us, we will hand over all your information within our systems to you within 10 working days unless are obliged to keep it for legal or associated commercial purposes in which case we will fully comply with South Africa's data retention legislation and will destroy your data in accordance with such legislation.

Ceding and delegations: You agree that we may cede and assign some or all rights and obligations in this agreement to any entity within the Fuel Switch SA group which may include entities in other jurisdictions.

You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our products and services or any third-party products and services or hardware products (except as far as we're at fault).

Disclaimer of warranties: Unless specified in this agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed, except to the extent that these disclaimers are held to be legally invalid.

The laws of the RSA govern this Agreement and any disputes will be subject to the provisions of this Clause 5 without giving effect to any conflict of laws.

Should any dispute of whatever nature arise from or in connection with this Agreement, then the dispute shall, unless the Parties otherwise agree in writing:

In the first instance be referred to confidential mediation by written notice to the Parties, by a mediator appointed by the Parties. Failing resolution by mediation or agreement in respect of a mediator, within 60 (sixty) days after the date of the aforementioned written notice (or such longer period, if the Parties so agree in writing), the dispute shall be finally resolved by way of binding arbitration.

The arbitration shall be conducted before an arbitrator jointly appointed by the Parties. Failing appointment of the arbitrator by the Parties within 10 (ten) Business Days from the date the matter was first referred to arbitration, the secretariat of the Arbitration Foundation of Southern Africa (“AFSA”) will appoint the arbitrator.

The place of arbitration shall be Cape Town. The arbitration shall be conducted in English and in accordance with the rules to be determined by the arbitrator.

The award of the arbitration shall be final and binding upon both Parties. The arbitrator will make an appropriate cost order in relation to the costs incurred by the Parties in respect of the mediation and arbitration. Should the arbitrator fail to do so then, subject to the other provisions of this Agreement, each Party shall bear its own costs in both the mediation and the arbitration; however, the Parties shall share the fees and expenses of both the mediator and the arbitrator equally.

Nothing in this Clause shall preclude any Party from seeking urgent interim relief and the parties agree to the jurisdiction of the Western Cape Division of the High Court of South Africa.

No professional advice: Just to be clear, Fuel Switch SA isn't a professional products and services firm of any sort, and isn't in the business of giving any kind of professional advice or consultation. We provide you with information necessary and useful in running our service, but this should not be seen as a substitute for professional advice and we aren't liable for your use of the information in that way.

Events outside our control: We do our best to control the things we can control. We aren't liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control. For those events impossible to avoid in spite of our reasonable, diligent, and faultless performance we will do our best to help you mitigate the negative impacts of such events.

Notices: Any notice you send to Fuel Switch SA must be sent to [email protected] Any notices we send to you will be sent to the email address you've provided us through your account profile.

Consumer laws: Generally, we fully comply with consumer protection laws. In some countries, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights, you have that we cannot exclude, we're bound only by the express undertakings made in these terms.

Blocking your access, disabling your transaction or refusing to process a payment: As our duty is to comply with all statutory provisions, irrespective of the country or jurisdiction where we offer our products and services, we may block your access, terminate your account, or refuse to process a payment if we reasonably believe there's a risk - like a potential breach of a law or regulation - associated with you, your company, your account, or a payment.

Examples of where we might do this include transactions where the payment is from a person or country subject to sanction; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. We may take any of these actions without notice to you.

Relationship between the parties and assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any third party or invited user. You're solely responsible for resolving disputes between you and any other user. You also cannot assign or cede your rights and duties as an account holder to third parties. Fuel Switch SA may assign these terms - or any of our rights or obligations in these terms - to another Fuel Switch SA entity as it deems appropriate.

Changes to these terms and conditions: We sometimes will decide to change these terms and conditions of use, and our latest terms and conditions will always be on our website. It is your duty to take note of them. Not to be concerned, though, changes won't apply retrospectively and, if we make changes, we'll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days' notice of material changes before they become effective, unless we need to make immediate changes for reasons we don't have control over. When we notify you, we'll do it by email or by posting a visible notice through our products and services. If a change isn't material, we may not notify you. If you find a modified term unacceptable, you may terminate your account by giving the standard advance notice to Fuel Switch SA.

Enforcement of terms and conditions: If there's any part of these terms and conditions that is not valid or legally enforceable, we'll ignore that part but everything else will remain enforceable.

Interpretation: Words like 'include' and 'including' are not words of limitation and where anything is within our discretion, we mean our sole discretion.