Terms and Conditions - User Agreement

This is the User Agreement for ROC-PORT

This Agreement describes the terms and conditions applicable to your use of the ROC-PORT SITE and its SERVICES. If you do not agree to be bound by this Agreement, you may not use or access our SERVICES. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a REGISTERED USER. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and SITEs referred to in this document where applicable, as they may contain further terms and conditions which apply to you as a REGISTERED USER.

We may amend this Agreement at any time by giving you notice by e-mail or by posting the amended Agreement on our SITE. Any amended Agreement will govern new user registrations from the date that it is posted on the SITE. Existing users will be bound by the amended Agreement from the time they access the SITE or use the SERVICES after the amended agreement has been posted onto the SITE. No other amendment to this Agreement will be effective unless made in writing, signed by you and by ROC-PORT.

Definitions

In this Agreement the following words and expressions shall have the following meanings:

"AUCTION LOT" means the unique reference given to each individual auction and is used to identify that individual auction as a unique auction;

"AUCTION SERVICE" means the service provided by ROC-PORT in which SELLERs are invited to sell and BUYERs are invited to bid for AUCTION LOTs of ROCs and is performed on-line at www.roc-port.com;

"BUSINESS DAY" means a day other than a Saturday or Sunday on which Banks generally are open for business in London;

"BUYER" means a REGISTERED USER wishing to buy or bid for ROCs;

"CONTRACT FOR SALE" means the creation of a legally binding SALE for an AUCTION LOT where the SELLER agrees to sell ROCs and the BUYER agrees to buy ROCs, and is formed at the END TIME when an AUCTION LOT receives one or more bids and which meets or exceeds the RESERVE PRICE (if any);

"CONFIRMATION" means the electronic data sent by ROC-PORT to the BUYER and the SELLER at the END TIME upon the formation of a CONTRACT FOR SALE for a particular AUCTION LOT and describes (A) AUCTION LOT (B) Trade Date (C) SELLER (D) BUYER (E) Obligation Period/s (F) Obligation Period Volume (G) ROC Technology type (H) Price per ROC (I) Long Stop Date (J) Special Conditions (K) ROC-PORT ROC Holding Account (L) ROC-PORT Client Holding Account

"DELIVERY CHARGES" means all charges (if any) arising from the transfer of ROCs between the SELLER and ROC-PORT and between ROC-PORT and the BUYER and excludes SETTLEMENT CHARGES and is payable by the seller;

"END TIME" means the point in time when the time-remaining for an AUCTION LOT runs out and that AUCTION LOT is no longer open for bidding;

"INVOICE" means a document detailing monies owing to ROC-PORT;

"MEMBER PROFILE" means the profile of information provided by REGISTERED USERs on registration to the SITE;

"OFGEM" means the office of gas and electricity markets which is the government regulator for the electricity and downstream natural gas markets in Great Britain;

"PAYMENT METHODS" means any one of the PAYMENT METHODS as described by the SELLER during the placing of ROCs for Auction;

"ROCs" means a Renewable Obligation Certificate as issued by OFGEM, under Section 32B of the Electricity ACT 1989 and covers SROCs, NIROCs, ROCs and co-fired ROCs;

"ROC-PORT" means Roc-Port Ltd registered in England under Company 6881498 hereinafter referred to as "ROC-PORT"

"ROC-PORT Fees" means the fees to be paid by the SELLER to ROC-PORT for the provision by ROC-PORT of the AUCTION SERVICES;

"ROC-PORT ROC Holding Account" means ROC-PORTs ROC Account administered by OFGEM and in which SELLERs will transfer their ROCs to ROC-PORT and from which ROC-PORT will transfer the SELLERs ROCs to the BUYER;

"ROC-PORT CLIENT Holding Account" means ROC-PORTs CLIENT Holding Account which is regulated by the FSA and administered by a 3rd party and in which the BUYERs will transfer their SETTLEMENT AMOUNT to ROC-PORT and from which ROC-PORT will transfer the BUYERS SETTLEMENT AMOUNT to the SELLER;

"RTMA" means a Renewable Obligation Certificate Trading Master Agreement and IF an RTMA has been entered into by and between ROC-PORT and the SELLER and/or BUYER, that RTMA will supersede these Terms and Conditions where there a conflict between the RTMA and these Terms and Conditions;

"REGISTERED USER" means the party who has registered with ROC-PORT for the purpose of using the AUCTION SERVICES on the SITE;

"REVOKED ROCS" means ROCs issued by OFGEM which have subsequently been removed from circulation, have been cancelled and cannot be used for obligation compliance purposes;

"RESERVE PRICE" means the minimum bid price that the SELLER is willing to accept for the SALE of that SELLER's ROCs;

"SALE" means a Traditional Format Auction whereby a SELLER places a quantity of ROCs for SALE and awards the item to the highest bidder if this highest bidder’s price matches or exceeds the RESERVE PRICE (if any);

"SELLER" means a REGISTERED USER wishing to sell ROCs;

"SELLING FEE" means a fee of 1% + VAT of the SETTLEMENT AMOUNT, which becomes due and payable within 10 BUSINESS DAYs by the SELLER, following the formation of a CONTRACT FOR SALE

"SERVICES" means the provision of a facility for the online SALE and purchase (the AUCTION SERVICE) of ROCs between REGISTERED USERs;

"SETTLEMENT AMOUNT" means a sum equal to the price payable per ROC expressed in British Pounds Sterling multiplied by the volume of ROCs won for each AUCTION LOT where a CONTRACT FOR SALE has been formed;

"SETTLEMENT CHARGES" means all charges (if any) arising from the transfer of the SETTLEMENT AMOUNT between the BUYER and ROC-PORT, and between ROC-PORT and the SELLER and includes but is not limited to any bank and postal charges and excludes DELIVERY CHARGES and is payable by the buyer;

"SITE" means the internet SITE www.roc-port.com;

"START TIME" means the point in time when an AUCTION LOT opens for bidding;

"TIME REMAINING" means the TIME REMAINING for an auction lot in which a bidder can bid for ROCs and is expressed in day, hours, minutes and seconds;

"TRADITIONAL FORMAT SALE" means a SALE by a SELLER of ROCs to a BUYER where the SELLER invites BUYERs to bid for the purchase of that SELLER's ROCs;

"USER ID" means the code allocated to a REGISTERED USER granting access to the SERVICES and identifying such REGISTERED USER;
 

Terms and Conditions

1.Use of the Roc-Port Website  

The AUCTION SERVICES are not available to consumers or persons under the age of 18 years, persons or parties who are unable to form legally binding contracts or to temporarily or  indefinitely suspended REGISTERED USERs. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. By registering you are representing that you are capable of forming a legally binding contract. If you do not qualify, do not use this ROC-PORT SITE or the AUCTION SERVICES;

 
2. Registration and USER ID

a) Parties using the AUCTION SERVICES are required to register with us by completing the online registration form. You hereby warrant and represent that all information provided by you on registration was at that time, true and not misleading;

b) You will be asked to provide a USER ID and password during the registration process. If this USER ID and password is available it will be assigned to you and activated, subject to you agreeing that you have read and understood the terms and conditions of this SITE and that you agree to be bound to these terms and conditions.  If the USER ID and password are not available you will be asked to provide alternatives. You are solely responsible for all actions undertaken under that USER ID. It is your responsibility to keep your USER ID and password safe. You have no right to disclose or transfer your USER ID to any other person. Your USER ID will act as your identity to other REGISTERED USERs of the SITE. You must immediately inform us of any unauthorised use of your USER ID and password or any other breach of security regarding the SERVICES or the SITE;

c) REGISTERED USERs shall within 5 BUSINESS DAYs of any change or update to material information that was previously collected by ROC-PORT during registration, inform ROC-PORT in writing or via electrocin communication of any such change. Material information is deemed to be information which if not correctly represented could be construed as misleading. REGISTERED USERs may amend or otherwise modify the information they have provided on the SITE as and when required to do so by accessing and changing their details in the My ROCs section;

 
3. Venue

a) The AUCTION SERVICES provided via the SITE may commonly be referred to, as online AUCTION SERVICES. ROC-PORT acts as a venue allowing REGISTERED USERs to sell and buy ROCs but has no control over the ability of SELLERs to sell the ROCs or the ability of BUYERs to buy ROCs. Do not assume that the SALE or purchase of any ROCs is valid and legal simply because it is listed on the SITE. REGISTERED USERs (whether as BUYER or SELLERs of ROCs) accept sole responsibility for the legality of their actions under laws applying to them. All ROCs bought and sold by REGISTERED USERs via the SITE are not, unless specifically stated the property of or owned by ROC-PORT. ROC-PORT shall not be personally liable on any contract for the SALE of ROCs between REGISTERED USERs;

b) ROC-PORT cannot and does not confirm the purported identity of REGISTERED USERs or the validity of the information which REGISTERED USERs provide on registration or otherwise posted to the SITE. In the event of any dispute ROC-PORT will disclose any information it holds regarding the identity of a REGISTERED USER to any other REGISTERED USER involved in such dispute or any Accredited Agency or other third party or regulatory body investigating any such dispute or otherwise as may be required by law;

c) In the event that you have any right, claim or action against any other REGISTERED USER arising from your use of our SITE and the AUCTION SERVICES, you agree to pursue such right, claim or action independently of and without recourse to us, and you hereby release ROC-PORT (and its parent, subsidiaries, affiliates, officers, directors, agents and employees) from all and any claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action;

4. Selling and Buying via the Auction

a) As a BUYER in a TRADITIONAL FORMAT SALE, you will be obligated to complete a transaction with a SELLER if you are the highest bidder at the end of the SALE and have met the RESERVE PRICE (if specified). A CONTRACT FOR SALE is formed between the BUYER and SELLER at this time;

b) As a BUYER you warrant that you hold an account with the OFGEM Renewables and CHP register allowing you to receive the transfer of ROCs from the SELLER;

c) As a BUYER placing bids on ROCs, you entitle ROC-PORT and/or the SELLER/s to rely on your bid and as a result you warrant and undertake that you have the legal right and financial resources to make such a bid and enter into any such transaction if the event that a CONTRACT FOR SALE is formed;

d) As a BUYER bidding on ROCs you agree to be bound by and comply with these terms and conditions, unless you have an RTMA in place with ROC-PORT in which case that RTMA will supersede these terms and conditions if there is a conflict. Bids are only retractable if the item's description has a clear typographical error.

e) As a SELLER in a TRADITIONAL FORMAT SALE, you will be obligated to complete a transaction with the BUYER who, at the end of the SALE submits the highest bid where such BUYER meets or betters the RESERVE PRICE (if specified). A CONTRACT FOR SALE for the ROCs is formed between the SELLER and the BUYER at this time;

f)  As a SELLER you warrant the validity of your ROCs and in the event of the ROCs being revoked after you completed a SALE you assume full liability to the sucessful bidder and will discharge this liability plus any interest;

g) In relation to all ROCs sold or offered for SALE through the AUCTION SERVICE, the SELLER warrants and represents to ROC-PORT and the BUYERs that he/she/it is the absolute unencumbered legal owner and registered holder of those ROCs, with the right to sell those ROCs, and that the ROCs are immediately available for SALE. All ROCs sold between BUYERs and SELLERs via the SITE are sold by the SELLER with full title guarantee and full liability for REVOKED ROCS post SALE;

h) In a TRADITIONAL FORMAL SALE a SELLER is not entitled to and must not, directly or indirectly, place any bids on ROCs listed for SALE by that SELLER;

i) SALEs will commence at the START TIME and finish at the END TIME. This END TIME is extended by a further 10 minutes if a bid is received in the last 10 minutes of the Auction;

5. Transaction Procedure

Following the formation of a CONTRACT FOR SALE between a BUYER and a SELLER and in the absence of an RTMA

a) ROC-PORT shall issue within 3 BUSINESS DAYs, CONFIRMATIONs to the relevant SELLER and winning BUYER pursuant to the formation of a CONTRACT FOR SALE;

b) The relevant SELLER and winning BUYER shall agree and return electronically to ROC-PORT within 3 BUSINESS DAYs following the END TIME the CONFIRMATIONs per Clause 5(a);

c) The relevant SELLER shall transfer within 6 BUSINESS DAYs following the END TIME, their ROCs to the ROC-PORT ROC Holding Account;

d) The relevant BUYER shall transfer within 6 BUSINESS DAYs following the END TIME, their SETTLEMENT AMOUNT to the ROC-PORT CLIENT Holding Account;

e) Upon receipt of ROCs from the SELLER into the ROC-PORT ROC Holding Account and upon receipt of the SETTLEMENT AMOUNT from from the BUYER into the ROC-PORT CLIENT Holding Account,  ROC-PORT will transfer the full quantity of ROCs to the winning BUYER and will transfer the full value of the SETTLEMENT AMOUNT to the relevant SELLER;

f) For the avoidance of doubt, ROC-PORT acts only in its capacity as an intermediary, and specifically in relation to the transaction management for the AUCTION SERVICES provided per clause 5; in the event that you have any right, claim or action against any other REGISTERED USER arising from your use of our SITE and the AUCTION SERVICES, you agree to pursue such right, claim or action independently of and without recourse to ROC-PORT, and you hereby release ROC-PORT (and its parent, subsidiaries, affiliates, officers, directors, agents and employees) from all and any claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action;

g) Following formation of any CONTRACT FOR SALE if the relevant SELLER and winning BUYER mutually agree to null, void or cancel the SALE, or do not comply with the provisions of this agreement causing the SALE to be voided or cancelled, this action will not remove the liability of the relevant SELLER to fulfill their fee obligation per clause 7(a), unless the BUYER was deemed to be the cause of the cancellation whereupon the winning BUYER assumes liability for the fee obligation per clause 7(a);

h) Property and risk in ROCs shall pass to the winning BUYER when the relevant SELLER receives the SETTLEMENT AMOUNT;

i) If following the END TIME of an auction the RESERVE PRICE is not achieved, no CONTRACT FOR SALE is formed, there is no winner, and no fees become payable to ROC-PORT by the SELLER;

j) If the winning BUYER and/or the relevant SELLER fails to comply with any of the provisions of clause 5(b), 5(c) or 5(d), ROC-PORT shall notify the other party to the SALE of such failure and following a request to do so, return to such other party the relevant ROCs and/or SETTLEMENT AMOUNT whereupon clause 3(b), clause 3(c) and clause 10 may be invoked;
 

6. Settlement Procedure

Following the formation of a CONTRACT FOR SALE between a BUYER and a SELLER and in the absence of an RTMA

a) The BUYER shall within 10 BUSINESS DAYs following the INVOICE Date, pay the SETTLEMENT CHARGES (if any) pursuant to clause 7(c);

b) The SELLER shall within 10 BUSINESS DAYs following the INVOICE Date, pay the DELIVERY CHARGES (if any) pursuant to clause 7(b);

c) The SELLER shall within 7 BUSINESS DAYs following the INVOICE Date, pay the SETTLEMENT AMOUNT pursuant to clause 7(a);

7. Fees and Charges

a) The SELLER is liable for the SELLING FEE of 1% + VAT of the SETTLEMENT AMOUNT, due within 10 BUSINESS DAYs after the END TIME following the formation of a CONTRACT FOR SALE

b) The SELLER shall be responsible for all and any DELIVERY CHARGES (if any), following the formation of a CONTRACT FOR SALE, excluding SETTLEMENT CHARGES per Clause 7(c);

c) The BUYER shall be responsible for all and any SETTLEMENT CHARGES (if any), following the formation of a CONTRACT FOR SALE, excluding DELIVERY CHARGES per Clause 7(b);

d) If a special fee arrangement exists which describes a different fee structure from clause 7(a) and which has been confirmed in writing between ROC-PORT and a REGISTERED USER, such special fee arrangement will supersede clause 7(a) and will be effective from the date stipulated in the confirmation letter;

e) From time to time and where expressly indicated, first time SELLERs may use the auction SITE for free, whereafter clause 7(a) and 7(f) becomes applicable;

f) In consideration of the use by the BUYER and SELLER of the AUCTION SERVICE and the provision by ROC-PORT of the SERVICES to the BUYER and SELLER, any contract for the SALE arising from the use of the AUCTION SERVICE shall give rise to a fee as described in clause 7(a) upon which the SELLER assumes the liability;

8. Cancellation

REGISTERED USERs acknowledge that TRADITIONAL FORMAT SALEs cannot be cancelled or otherwise terminated at any time following the Commencement of the START TIME;

9. Access and Interference

You agree that you will not use or induce the use of any device, software or routine to interfere or attempt to interfere with the proper working of the SITE or any SALE being conducted on the SITE;

10. Breach

Without limiting our other remedies, ROC-PORT may immediately issue a warning, suspend or terminate your registration and access to the SITE and SERVICES, impose any restrictions or conditions on your use of the SITE and AUCTION SERVICES as ROC-PORT may decide and refuse to provide our AUCTION SERVICES to you without notice to you: (a) if you breach this Agreement; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for ROC-PORT;

11. Privacy

a) All Information including but not limited to transactional data, and registration details relating to REGISTERED USERs and held by ROC-PORT will be stored and processed on our computers in the United Kingdom. ROC-PORT will hold and transmit such Information in a safe, confidential and secure environment. If you object to your Information being transferred, used or disclosed in accordance with this Agreement please do not register;

b) Please refer to our Privacy Policy (www.roc-port.com/privacy_policy.asp) for further information;
 

12. No Warranty

We do not guarantee continuous, uninterrupted or secure access to the SITE or the SERVICES, and operation of the SITE may be interfered with by numerous factors outside of ROC-PORT's control. The SITE and SERVICES are provided "as is" and as and when available, and to the extent permissible by law. ROC-PORT exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you;

13.  Limitation of Liability

a) Nothing in this Agreement shall limit or exclude ROC-PORT's liability for fraudulent misrepresentation, or for death or personal injury resulting from ROC-PORT's negligence or the negligence of its servants, agents or employees. Subject to the foregoing, ROC-PORT will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of data, goodwill or reputation, or any special, indirect or consequential damages (however arising, including negligence) arising out of or in connection with this Agreement. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so the above exclusion may not apply to you;

b) ROC-PORT has no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications SERVICES or for faults in or failures of their networks and equipment;

c) ROC-PORT shall not be liable to any REGISTERED USER for the failure by REGISTERED USERs to comply with this Agreement which shall include any failure by such REGISTERED USERs to conclude any SALE agreed hereunder;

d) ROC-PORT's total liability to REGISTERED USERs in respect of their use of the SITE and the SERVICES in any circumstance is limited to an amount equal to the ROC-PORT fee charged to that REGISTERED USER for the Contract in respect of which such liability arises;

e) ROC-PORT will not be in breach of this Agreement or otherwise liable to REGISTERED USERs for any delay in performance to the extent that any delay or failure is due to circumstances beyond ROC-PORT's reasonable control including, without limitation strikes, lock outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident;

14.  Indemnity

You agree to indemnify ROC-PORT and hold ROC-PORT and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any costs, claims or liabilities or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party;

15.  Notices

Unless otherwise stated notices to ROC-PORT must be sent by email to (info@roc-port.com). Notices to you will be sent to the email address that you provide to ROC-PORT during the registration process (receipt is deemed 24 hours after an email is sent, unless we receive notice that the email address is invalid);

16.  Governing Law and Legal Compliance

a) This Agreement shall be governed by and construed in accordance with English law and subject to the non-exclusive jurisdiction of the English courts;

b) The laws of your country may be different from English law, including laws governing what can be legally offered, sold, exported, bought or imported. There may be additional legal requirements, relating to (for example) the requirement to hold a licence to buy or sell certain items, or to register a transfer in a central registry. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the SITE and SERVICES and your bidding on, listing, purchase, solicitation of offers to purchase and SALE of ROC’s. REGISTERED USERs should not assume that they are allowed to do what other users do or that we are approving or validating any transaction, notwithstanding that REGISTERED USERs may have successfully made similar SALEs or purchases in the past;

17.  Dispute Resolution

Disputes between REGISTERED USERs or between REGISTERED USERs and ROC-PORT shall be reported to ROC-PORT. Any claim or dispute arising out of or in connection with this Agreement may at ROC-PORT's discretion be settled by binding arbitration by reference to an arbitration tribunal designated by ROC-PORT. You agree to be bound by the ruling arbitrator. The costs of the dispute are borne by the parties to such dispute in such proportions as the arbitrator shall decide. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the U.K., and judgment on the arbitration award may be entered into any court having jurisdiction thereof;

18.  General

a) If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. REGISTERED USERs agree that this Agreement may be automatically assigned by ROC-PORT, in its sole discretion, to a third party in the event of a merger or acquisition. REGISTERED USERs and ROC-PORT are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Any failure by ROC-PORT to act with respect to a breach by REGISTERED USERs or others does not waive ROC-PORT's right to act with respect to subsequent or similar breaches. This Agreement together with any document or information expressly referred to within its provisions sets forth the entire understanding and agreement between REGISTERED USERs and ROC-PORT with respect to its subject matter;

b) Interest shall accrue on all sums due to ROC-PORT hereunder from the BUYER or the SELLER but unpaid from the due date until payment at the rate specified by or referred to in the Late Payment of Commercial Debts (Interest) Act 1998 or, if greater, the rate 3% over the base rate of Barclays Bank plc from time to time;
 

Last Updated: Sunday 19 April 2009