Zero Emissions Vehicle (ZEV) Subsidy trader terms and conditions

Solar Victoria Zero Emissions Vehicle Trader Terms and Conditions

The State of Victoria through Solar Victoria within the Department of Energy, Environment and Climate Action (DEECA) administers the Zero Emissions Vehicles (ZEV) Subsidy Program by assisting with the cost of purchasing an Eligible Model, to promote and encourage the uptake of ZEVs across the State of Victoria.
The ZEV Subsidy will be applied by the ZEV Trader or an Authorised Dealer (as applicable) to an Eligible Customer's ZEV purchase price at the Point of Sale (POS). Solar Victoria may repay the ZEV Trader a POS Subsidy Amount for the ZEV Subsidy it or an Authorised Dealer applied, provided that Solar Victoria can validate the ZEV Subsidy application and eligibility in accordance with the Eligibility Criteria. The Eligibility Criteria is defined in these ZEV Trader Terms and Conditions (ZEV Trader Terms) and published at solar.vic.gov.au.
The ZEV Trader agrees to share certain data with Solar Victoria in connection with the ZEV Subsidy Program to enable Solar Victoria to validate the application and eligibility of the ZEV Subsidy and to engage with Eligible Customers about the ZEV Subsidy Program and other ZEV and energy related initiatives.
Solar Victoria agrees to provide the POS Subsidy Amount to the ZEV Trader, and the ZEV Trader agrees to apply the Applied ZEV Subsidy to Eligible Customers, in accordance with these ZEV Trader Terms.
To participate in the ZEV Subsidy Program, the ZEV Trader must visit the Solar Victoria Online Portal at solar.vic.gov.au (Portal) and register for the ZEV Subsidy Program by creating an online account in the Portal and accepting these ZEV Trader Terms in respect of that account in the Portal. The ZEV Trader and any Authorised Dealer is only eligible to participate in the ZEV Subsidy Program if it meets the mandatory Participation Criteria specified in these ZEV Trader Terms.
The ZEV Trader must immediately give written notice to Solar Victoria if the ZEV Trader or an Authorised Dealer no longer meets the Participation Criteria at any time during its participation in the ZEV Subsidy Program.
Participation in the ZEV Subsidy Program by a ZEV Trader and any Authorised Dealer is governed by the following documents (collectively referred to as the Terms):
1. these ZEV Trader Terms; and
2. any other guidelines or instructions for the ZEV Subsidy Program published by Solar Victoria from time to time at solar.vic.gov.au or on the Portal.
  
  If there is any inconsistency between the documents comprising the Terms, the documents will be interpreted in the order of priority listed above.
By registering via the Portal in accordance with clause ‎5 and participating in the ZEV Subsidy Program, the ZEV Trader agrees to be bound by, and comply with, the Terms.
ZEV Traders are responsible for all costs and expenses incurred by the ZEV Trader and any Authorised Dealers in connection with their respective participation in the ZEV Subsidy Program, including all costs and expenses incurred to comply with the Participation Criteria and the Terms.
Solar Victoria may amend the Terms from time to time. Amendments will be published at solar.vic.gov.au and will apply on and from the date of publication, or as otherwise specified by Solar Victoria.

Definitions

In these ZEV Trader Terms:

ABN means the Australian Business Number unique to an Australian Business registered on the Australian Business Register.

ACN means the Australian Company Number unique to an Australian company given by the Australian Securities and Investment Commission to the company on registration in accordance with the Corporations Act 2001 (Cth).

Applied ZEV Subsidy means the Subsidy Amount that the ZEV Trader or an Authorised Dealer (as applicable) applied to an Eligible Customer at the POS.

Approved Purposes means Solar Victoria using and/or disclosing (to Relevant Agencies) the ZEV Program Data for any or all of the following purposes:

assessing and verifying the Eligibility Criteria of the relevant Eligible Customer's Applied ZEV Subsidy (which may include Solar Victoria contacting the relevant Eligible Customer to verify such Eligibility Criteria);
administering the ZEV Subsidy Program;
assessing the ZEV Trader's ongoing compliance with the Participation Criteria and the Terms;
identifying, assessing, implementing and facilitating improvements to the ZEV Subsidy Program;
assessing demographics, drivers and constraints of ZEV take-up and the ZEV Subsidy Program;
undertaking ZEV Subsidy Program reporting purposes;
supporting government, industry and community planning activities for the increase in ZEV take-up, including to gain an understanding of electricity grid impacts, infrastructure development needs, educational and training needs, and industry and community development needs;
requesting the relevant Eligible Customer's participation in surveys on the use and charging of ZEVs, solar, battery and electricity use, and other related areas;
providing the relevant Eligible Customer with information and materials (including educational materials and welcome packs) regarding the ZEV Subsidy Program, and other ZEV and energy related initiatives; and
retaining the ZEV Program Data for Solar Victoria's auditing and ZEV Subsidy Program reporting purposes for a sufficient period to satisfy Solar Victoria’s reporting and record-keeping requirements.

Authorised Dealer means the business name (“trading name”) of the LMCT that is trading and operating under the ZEV Trader, as specified in the details of the ZEV Trader’s account in the Portal. For the avoidance of doubt, the ZEV Trader may have multiple accounts, one for each Authorised Dealer operating under the ZEV Trader.

Business means any company (with an ACN), trust, sole trader or registerable Australian body operating in Australia, with a registered office or primary place of business in the State of Victoria.

Breach means any event or circumstance specified in clause ‎‎44.

Certificate of Registration means the certificate issued by VicRoads when an individual or corporation registers a vehicle in the State of Victoria.

Claim means any investigation, notice, complaint, demand, claim, allegation, action, litigation, proceeding, liability, suit or judgment.

Code of Practice means the code of practice as defined in, and approved under, the Privacy and Data Protection Act 2014 (Vic).

Consequential Loss means any Loss suffered or incurred by a party as a result of a breach of these ZEV Trader Terms which:

does not arise naturally (ie according to the usual course of things) from the breach; and
is economic loss, loss of contract, loss of profit or revenue, loss of opportunity, loss of production, production stoppage, or loss of data.

Contract of Sale means a legally binding contract relating to the purchase of the Eligible Model entered into between the Eligible Customer and the ZEV Trader or Authorised Dealer (as applicable).

Costs includes costs, charges, expenses and fees, including fees, costs, charges and expenses for legal and other advisers (on a full indemnity basis).

Dealer Certification Scheme means the VicRoads dealer certification scheme governed by the Scheme Terms that enables persons authorised or appointed by the Secretary to provide services relating to the inspection, modification, certification, testing and/or registration of vehicles.

Dealer Certification Scheme Agreement means the Dealer Certification Scheme Agreement Version 2.1 dated December 2021, as may be amended by the Secretary from time to time.

DEECA means the Department of Energy, Environment and Climate Action.

Demonstration Model means a motor vehicle that:

is initially registered in the name of the ZEV Trader or Authorised Dealer (as applicable) only;
is available and used for demonstration to prospective purchasers for sale of vehicles of the same class;
is available for such use during the relevant ZEV Trader’s or Authorised Dealer's (as applicable) normal trading hours at their business premises;
has travelled a distance of 7,500km or less since its acquisition and initial registration in the name of the relevant ZEV Trader or Authorised Dealer (as applicable) as a demonstrator vehicle, and
has been held for less than 12 months after it has been initially registered in the name of the relevant ZEV Trader or Authorised Dealer (as applicable) as a demonstrator vehicle.

Driver Licence means a licence granted under Part 3 of the Road Safety Act 1986 (Vic).

Eligible Customer means an Individual or Business that purchased an Eligible Model on or after 2 May 2021 from the ZEV Trader or an Authorised Dealer (as applicable), and received the Applied ZEV Subsidy. For the avoidance of doubt, an Eligible Customer does not include an LMCT (whether a ZEV Trader or not) nor a Government Entity.

Eligible Customer Data has the meaning given in clause ‎28.

Eligible Model means a motor vehicle that:

is a Zero-Emissions Vehicle; and
is a 'passenger car', under section 3 of the Duties Act 2000 (Vic); and
has a Purchase Price that is under the threshold of $68,740; and
is purchased brand new or as a Demonstration Model; and
is registered in the State of Victoria; and
is entered on the Register of Approved Vehicles and complies with the then-current applicable National Road Vehicle Standards.

Eligibility Criteria means the following criteria applied to the purchase of a ZEV and the purchasing customer to determine eligibility for a ZEV Subsidy, which may be varied by Solar Victoria in its absolute discretion from time to time:

the ZEV for which the Eligible Customer received the Applied ZEV Subsidy:

is an Eligible Model; and
1. has been purchased by the Eligible Customer from a ZEV Trader or an Authorised Dealer (as applicable) on or after 2 May 2021; and
2. the ZEV subsidy is applied once per Eligible Model; and
the Eligible Customer:
1. is an Individual or a Business;
2. has not previously received a Subsidy Amount if they are an Individual, or the two permitted Subsidy Amounts if they are a Business;
3. if they are an Individual, is resident in the State of Victoria; and
4. if they are a Business, has a registered office in the State of Victoria.

Government Entities means:

those public entities and special bodies as defined in the Public Administration Act 2004. This includes Government departments and corporations established by governor in council or the Minister, or under an Act, which have a public function to exercise on behalf of the state, including water corporations;
a council as defined in the Local Government Act 2000; and
the relevant municipal authority that governs a local government area.

Individual means a natural person.

Information Privacy Principles means the information privacy principles set out in the Privacy and Data Protection Act 2014 (Vic).

Lead Time means the period of time elapsed between when the Eligible Customer enters into the Contract of Sale, and when the Eligible Model is delivered, which shall be a period of time not exceeding six (6) months, unless such period is extended by Solar Victoria in its absolute discretion.

LMCT means a 'licensed motor car trader' as defined in the Motor Car Traders Act 1986 (Vic), often referred to as a car dealer, with whom the OEM contracts to sell Zero-Emissions Vehicles.

Loss means any loss, damage, Cost, expense, claim, charge, liability, suit, action, penalty, compensation, fine or outgoing suffered, paid or incurred.

Material means material in whatever form including documents, reports, products, equipment, information, data and software.

National Road Vehicle Standards has the meaning given in the RVS Act.

OEM means original equipment manufacturer.

Participation Criteria means the following criteria applied to a ZEV Trader to determine its eligibility for participating in the ZEV Subsidy Program, which may be varied by Solar Victoria in its absolute discretion from time to time:

the ZEV Trader must hold a valid/current motor car trader licence in Victoria (or equivalent interstate licence); and
the ZEV Trader must
1. be a participant in the Dealer Certification Scheme, or
2. where such ZEV Trader is not a participant in the Dealer Certification Scheme, the ZEV Trader must nominate a Registering Agent to be a participant in the Dealer Certification Scheme; and
the ZEV Trader must be authorised by an OEM to trade a ZEV; and
the ZEV Trader is accepted by Solar Victoria to participate in the ZEV Subsidy Program; and
if the ZEV Trader specifies an Authorised Dealer in the ZEV Trader’s relevant Portal account, that Authorised Dealer meets the criteria in sub-paragraphs (a) to (d) (where each reference to ZEV Trader therein is read as a reference to that Authorised Dealer).

Personal Information has the meaning given to that term in the Privacy Laws.

Portal has the meaning given in clause ‎‎‎5.

POS means point of sale.

POS Subsidy Amount has the meaning given in clause ‎‎‎‎27.

POS Subsidy Condition or POS Subsidy Conditions has the meaning given in clause ‎‎‎27.

Privacy Laws means:

the Privacy and Data Protection Act 2014 (Vic) including the Information Privacy Principles and Code of Practice;
the Public Records Act 1973 (Vic); and
any other legislation, principles, industry codes and policies that apply to Solar Victoria relating to the handling of Personal Information.
Publicity has the meaning given in clause ‎‎31.

Purchase Date means the earlier of:

the date the Contract of Sale for the Eligible Model comes into legal effect; and
the date of the final invoice for the Purchase Price of the Eligible Customer issued or to be issued by the ZEV Trader or Authorised Dealer (as applicable).

Purchase Price means the dutiable value of the Eligible Model, being the total price of the Eligible Model prior to the application of the Subsidy Amount inclusive of all added options and accessories (including GST), but excluding stamp duty, registration and compulsory third-party insurance costs.

Register of Approved Vehicles has the meaning given in the RVS Act.

Registering Agent means a person that registers an Eligible Model on behalf of the ZEV Trader via the Dealer Certification Scheme.

Relevant Agencies means DEECA and any other relevant Government Entity and its contracted service providers and partners and their respective authorised representatives.

RVS Act means the Road Vehicle Standards Act 2018 (Cth).

Scheme Terms means the terms and conditions that apply to the Dealer Certification Scheme, including the Dealer Certification Scheme Agreement and the myVicRoads terms and conditions available at https://www.vicroads.vic.gov.au (as may be amended by VicRoads from time to time).

Secretary means the Secretary to the Department of Transport for and on behalf of the Crown in right of the State of Victoria.

Solar Victoria means the Crown in the right of the State of Victoria acting through DEECA or its successor.

Subsidy Amount means $3,000, which may be varied by Solar Victoria in its absolute discretion from time to time.

SV Collateral means the promotional and other material of Solar Victoria in respect of the ZEV Subsidy Program as provided by Solar Victoria, including but not limited to the materials accessible from the Solar Victoria website.

Tax Invoice has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth) which sets the total price of an Eligible Model, being:

the Purchase Price;
the Subsidy Amount;
stamp duty, registration and compulsory third-party insurance costs; and
the remaining amount (if any) to be paid by the Eligible Customer (including any upfront amounts the Eligible Customer has paid as a deposit to the ZEV Trader or Authorised Dealer (as applicable)).

Terms has the meaning given in clause ‎7.

VicRoads means the statutory authority of that name existing under the Department of Transport, who has delegated authority under the relevant statutory instruments, or its successor.

VIN means the 'vehicle identification number' that is a unique identifying code on a specific motor vehicle.

Zero-Emissions Vehicle or ZEV means a 'motor vehicle' as that term is defined in the Road Safety Act 1986 (Vic), that is a 'passenger car' under section 3 of the Duties Act 2000 (Vic), does not use petroleum fuels and does not emit greenhouse gases from its tailpipe.

ZEV Program Data means all data and Materials in connection with the participation of a ZEV Trader and any Authorised Dealer in the ZEV Subsidy Program and the sale of an Eligible Model to an Eligible Customer as part of the ZEV Subsidy Program, including, but not limited to:

information about the ZEV Trader, any Authorised Dealer and data in connection with the Participation Criteria;
data in respect of Eligible Model sales, the charger type or other relevant accessories included in the sale of an Eligible Model, orders and cancellations, and estimated or actual delivery details for the relevant Eligible Model for each Eligible Customer; and
Eligible Customer Data; and
data in respect of ZEV use, ZEV charging patterns and locations, electricity use (past and future), solar and battery installations, and other related data for ZEV planning activities; and
without limiting sub-paragraph (c) above, any other information requested by Solar Victoria in connection with the Applied ZEV Subsidy and the ZEV Subsidy Program.

ZEV Subsidy Program means the zero-emissions vehicle program administered by Solar Victoria as published at www.solar.vic.gov.au (and as varied by Solar Victoria in its absolute discretion from time to time).

ZEV Trader means the LMCT with an ABN that is the legal entity for the purposes of accepting these ZEV Trader Terms, and that:

has registered via the Portal to participate in the ZEV Subsidy Program;
has created an account in the Portal and accepted the Terms in accordance with clause ‎8; and
meets the Participation Criteria. For the avoidance of doubt, the ZEV Trader may have multiple accounts, one for each Authorised Dealer operating under the ZEV Trader.

ZEV Trader Order Declaration means the online declaration form on the Portal that the ZEV Trader or Authorised Dealer (as applicable) must accept at the POS before submitting an Eligible Customer's application to participate in the ZEV Subsidy Program.

ZEV Trader Terms has the meaning given in clause ‎2.

Authorised Dealers

The ZEV Trader:
1. may register one or more Authorised Dealers to participate in the ZEV Subsidy Program by creating an account in the Portal for each Authorised Dealer and accepting these ZEV Trader Terms in respect of the relevant account in the Portal;
2. must ensure that each Authorised Dealer is made aware of and complies with the ZEV Trader's rights and obligations under the Terms (other than clauses ‎52 and ‎‎53), as if all references to the ZEV Trader in the Terms are references to the Authorised Dealer;
3. will be responsible for all acts and omissions of the relevant Authorised Dealer as if they were the acts and omissions of the ZEV Trader itself; and
4. must ensure that, in the case where an Authorised Dealer pays the Applied ZEV Subsidy to an Eligible Customer, the ZEV Trader reimburses the POS Subsidy Amount it receives from Solar Victoria in accordance with these ZEV Trader Terms to that Authorised Dealer in full and in good faith and without undue delay. For the avoidance of doubt, the ZEV Trader acknowledges and agrees that Solar Victoria will not pay the POS Subsidy Amount to the Authorised Dealer, and it is the ZEV Trader's responsibility to apply the POS Subsidy Amount to the relevant Authorised Dealer in accordance with this sub-paragraph (d).

Collection, use and disclosure of information

Solar Victoria uses the Portal and other reasonable means to collect information from the ZEV Trader or an Authorised Dealer (as applicable), including but not limited to the ZEV Program Data, that it requires to administer the ZEV Subsidy Program. Solar Victoria may also collect information about the ZEV Trader and its Authorised Dealers from third parties such as the OEMs, Registering Agents, VicRoads, Department of Transport and other Victorian Government departments, Business Licencing Victoria, and Consumer Affairs Victoria. The ZEV Trader consents to any person or third party (including those listed in this clause) providing information of or about the ZEV Trader or the Authorised Dealer to Solar Victoria for the purpose of Solar Victoria:
1. validating representations made, or information provided, by or on behalf of the ZEV Trader and/or Authorised Dealer (including the ZEV Program Data and representations made by the ZEV Trader and/or Authorised Dealer on behalf of an Eligible Customer); or
2. administering the ZEV Subsidy Program.
Without limiting the foregoing, the ZEV Trader consents to information collected by Solar Victoria pursuant to clause 12 (including any ZEV Program Data provided by the ZEV Trader or an Authorised Dealer (as applicable) to Solar Victoria) being used and disclosed by Solar Victoria to Relevant Agencies for the following Approved Purposes:
1. administering the ZEV Subsidy Program;
2. assessing the ZEV Trader’s ongoing compliance with the Participation Criteria and the Terms;
3. assessing and verifying the Eligibility Criteria of the Eligible Customer's Applied ZEV Subsidy;
4. identifying, assessing, implementing and facilitating improvements to the ZEV Subsidy Program;
5. assessing demographics, drivers and constraints of ZEV take-up and the ZEV Subsidy Program;
6. undertaking ZEV Subsidy Program reporting purposes; and
7. supporting government, industry and community planning activities for the increase in ZEV take-up, including to gain an understanding of electricity grid impacts, infrastructure development needs, educational and training needs, and industry and community development needs.
All information provided to Solar Victoria by or on behalf of the ZEV Trader in connection with the ZEV Subsidy Program (including the ZEV Program Data) must be complete, true and correct. The ZEV Trader acknowledges that Solar Victoria will rely on such information to administer the ZEV Subsidy Program.
If the ZEV Trader or Authorised Dealer does not provide information as requested by Solar Victoria, Solar Victoria may not be able to determine if the ZEV Trader or Authorised Dealer (as applicable) meets the Participation Criteria for the ZEV Subsidy Program or if the POS Subsidy Conditions have been satisfied.
The ZEV Trader must take all reasonable steps to prevent unauthorised access, use or disclosure of the ZEV Program Data by any person, and establish and maintain appropriate safeguards against the destruction, loss or alteration of the ZEV Program Data while the ZEV Program Data is in its possession, custody or control.
The ZEV Trader must promptly comply with all requests for information from, and directions given by, Solar Victoria related to the ZEV Trader's participation in ZEV Subsidy Program.
The ZEV Trader acknowledges and agrees that Solar Victoria may retain the ZEV Program Data for auditing and program reporting purposes for a sufficient period to satisfy Solar Victoria’s reporting and record-keeping requirements.

Privacy obligations

The ZEV Trader and Solar Victoria must comply, and ensure that their personnel and any Registering Agent (as applicable) comply, with all applicable Privacy Laws in relation to any Personal Information provided or accessed by them under or in connection with these ZEV Trader Terms, including in collecting and handling any Personal Information in connection with the ZEV Subsidy Program and contained in the ZEV Program Data.
Without limiting any other part of these ZEV Trader Terms, the ZEV Trader must:
1. notify each Eligible Customer that their Personal Information (including the Eligible Customer Data) collected by the ZEV Trader, an Authorised Dealer or a Registering Agent in connection with the ZEV Subsidy Program and their Applied ZEV Subsidy may be disclosed to and used by Solar Victoria and the Relevant Agencies for any or all of the Approved Purposes specified in these ZEV Trader Terms;
2. obtain all valid consents from each Eligible Customer for their Personal Information to be used by and disclosed or otherwise made available to Solar Victoria and the Relevant Agencies for any or all of the Approved Purposes; and
3. where it is impracticable to obtain such consent or transfer without consent is permitted by the applicable Privacy Laws, ensure that any Personal Information disclosed or otherwise made available to Solar Victoria and the Relevant Agencies is only disclosed or made available to them subject to, and in accordance with, applicable law (including the Privacy Laws).
The ZEV Trader and Solar Victoria must notify each other of any breach or possible breach of their respective privacy obligations under these ZEV Trader Terms (including, in the case of the ZEV Trader, any breach or possible breach of the privacy obligations of the Registering Agent as contemplated in section ‎19) immediately after becoming aware of such breach or possible breach. For further information on collection, use and disclosure of information by Solar Victoria, refer to Solar Victoria's Privacy Policy at www.solar.vic.gov.au/privacy.

Dealings with Eligible Customers and Solar Victoria

Solar Victoria is committed to ensuring that Eligible Customers are treated fairly and receive all consumer protections offered by the Australian Consumer Law (as applied by section 8 of the Australian Consumer Law and Fair Trading Act 2012 (Vic)).
The ZEV Trader must:
1. conduct all of the ZEV Trader's dealings with Eligible Customers, Registering Agents and Solar Victoria fairly, honestly and in accordance with all applicable laws and best industry practice;
2. not do anything or engage in any conduct which will or is likely to cause Solar Victoria to breach any applicable laws;
3. have an internal complaint handling procedure for Eligible Customers;
4. notify Solar Victoria of any Eligible Customer complaint received by the ZEV Trader which
  1. cannot be resolved between the ZEV Trader and the Eligible Customer within a reasonable timeframe. The ZEV Trader or the Eligible Customer may also refer the relevant complaint to Consumer Affairs Victoria; or
  2. the ZEV Trader or the Eligible Customer has referred to Consumer Affairs Victoria; and
5. provide to Solar Victoria, or its representatives, all reasonable cooperation required in connection with Eligible Customer complaints.

Administering the ZEV Subsidy Program

The ZEV Trader acknowledges and agrees that Solar Victoria:
1. has absolute discretion to determine matters in relation to the ZEV Subsidy Program, including:
  1. the implementation and operation of the ZEV Subsidy Program;
  2. the valuation and administration of the Subsidy;
  3. the Participation Criteria; and
  4. the Eligibility Criteria; and
2. may, in accordance with the relevant Approved Purposes, contact an Eligible Customer directly (using the ZEV Program Data) to:
  1. assess and verify the Eligibility Criteria of their Applied ZEV Subsidy;
  2. request their participation in surveys on the use and charging of ZEVs, and solar, battery and electricity use; and
  3. provide them with information and materials (including promotional materials and welcome packs) regarding the ZEV Subsidy Program, and other ZEV and energy related initiatives.
The ZEV Trader must:
1. register the Eligible Customer's participation in the ZEV Subsidy Program at the POS by completing the application process on the Portal, and prior to submitting the application, accept the ZEV Trader Order Declaration;
2. subject to clause ‎‎26, ensure the Eligible Model is delivered to the Eligible Customer within the Lead Time;
3. not enter into contracts with the Eligible Customers on behalf of Solar Victoria or (except where expressly permitted by Solar Victoria or by these ZEV Trader Terms) represent in any way that it has authority to do anything on behalf of Solar Victoria;
4. ensure that it applies the Subsidy Amount to the Eligible Customer in full and in good faith and without undue delay; and
5. diligently record each transaction relating to the applicable Applied ZEV Subsidy in an itemised Contract of Sale and Tax Invoice, and retain and provide such documentation to Solar Victoria for auditing and compliance checks to be completed by Solar Victoria in accordance with these ZEV Trader Terms.
If the ZEV Trader becomes aware of any delay (or likely delay) to the Lead Time, the ZEV Trader must notify Solar Victoria of a likely delay and make all attempts to ensure the Lead Time is not exceeded. Solar Victoria may, in its absolute discretion, extend the Lead Time. For the avoidance of doubt, if the Eligible Model remains undeliverable by the end of the relevant Lead Time, this event will be deemed a Breach and Solar Victoria will not be obliged to pay the ZEV Trader the POS Subsidy Amount.

Conditions to receiving the POS Subsidy Amount

Subject to clause ‎‎‎29, Solar Victoria may, in its absolute discretion, pay the ZEV Trader the Subsidy Amount in respect of the corresponding Applied ZEV Subsidy (POS Subsidy Amount) Solar Victoria is satisfied, in its absolute discretion that:
1. the Eligible Customer meets the Eligibility Criteria as at:
  1. the Purchase Date;
  2. the date the final Tax Invoice is issued and the Eligible Model is registered; and
  3. on the relevant date when Solar Victoria assesses whether that Eligible Customer meets the Eligibility Criteria;
2. the representations and warranties in clause ‎‎53 are correct and not misleading; and
3. no Breach subsists (including, for the avoidance of doubt, that the ZEV Trade and any Authorised Dealer meet the Participation Criteria)
(each a "POS Subsidy Condition", together the "POS Subsidy Conditions").
To enable Solar Victoria to determine if the POS Subsidy Conditions have been met the ZEV Trader must, subject to its privacy obligations under these ZEV Trader Terms, provide Solar Victoria with such information and documents as requested by, and in the form and substance satisfactory to, Solar Victoria in connection with the Applied ZEV Subsidy, including (without limitation) all relevant information relating to the Eligible Customer and the Eligible Model, including:
1. the Eligible Customer's name or business name, residential or business address, Driver Licence number (if they are an Individual) or ABN and ACN if relevant (if they are a Business), email and phone number;
2. the make and model of the Eligible Model;
3. the registration plate number and Vehicle Identification Number (VIN) of the Eligible Model;
4. the Purchase Price and Purchase Date of the Eligible Model; and
5. all relevant documents relating to the purchase of the Eligible Model from the OEM or LMCT (as applicable), including a Contract of Sale, Tax Invoice, and the Eligible Model's Certificate of Registration, and which substantiate that the Applied ZEV Subsidy has been passed on in full and in good faith to the Eligible Customer,
(the "Eligible Customer Data").
Notwithstanding any other provision of these ZEV Trader Terms, Solar Victoria is under no obligation to pay the POS Subsidy Amount to the ZEV Trader. Without limiting the foregoing, the ZEV Trader acknowledges and agrees that Solar Victoria will not be obliged to pay the ZEV Trader the POS Subsidy Amount:
1. if a POS Subsidy Condition is not met; or
2. if the ZEV Trader does not provide information as requested by Solar Victoria under these ZEV Trader Terms, as Solar Victoria may not be able to determine if the POS Subsidy Conditions have been satisfactorily met; or
3. in the case of fraud committed by the Eligible Customer in respect of their application for the Applied ZEV Subsidy. In such case, the ZEV Trader is responsible for recovering the relevant Applied ZEV Subsidy directly from that Eligible Customer.
If Solar Victoria reasonably considers that the POS Subsidy Conditions are satisfied in respect of the relevant Applied ZEV Subsidy, and accordingly decides in its absolute discretion to apply the POS Subsidy Amount, Solar Victoria will pay the ZEV Trader the POS Subsidy Amount for that Applied ZEV Subsidy to the ZEV Trader’s nominated bank account.

Publicity

Subject to clauses ‎‎‎32 to ‎38:
1. the ZEV Trader and Solar Victoria may promote, market, advertise, publish or otherwise disclose the fact that it is a ZEV Trader participating in the ZEV Subsidy Program or otherwise refer to the ZEV Subsidy Program in any media, including audio, visual and combined audio/visual form, printed, published, or electronic form; and
2. without limiting the foregoing, the ZEV Trader must promote the ZEV Subsidy Program using the SV Collateral in accordance with the requirements described on the Solar Victoria website or as otherwise requested by Solar Victoria;
(together “Publicity”).
Except as expressly permitted in these ZEV Trader Terms, the ZEV Trader must:
1. only use the SV Collateral and any other promotional material relating to Solar Victoria, DEECA or the ZEV Subsidy Program (including Solar Victoria's or DEECA's name, designs, logos or trademarks) for the purpose of promoting the ZEV Subsidy Program;
2. not make any changes or alterations to any approved Publicity (including to the SV Collateral) without the prior written approval of Solar Victoria. Notwithstanding the foregoing, the ZEV Trader may resize the relevant approved Publicity without Solar Victoria's prior approval, provided that any re-sizing does not affect the proportions, design, colour and/or text of any of Solar Victoria's logos or trade marks included in such Publicity and is done in accordance with Solar Victoria's branding guidelines; and
3. not engage in any Publicity during any period that its participation in the ZEV Subsidy Program is suspended or after it ceases to participate in the ZEV Subsidy Program for any reason.
When engaging in any Publicity, the ZEV Trader must:
1. comply with all laws, including laws prohibiting false and misleading representations;
2. comply with any direction given by Solar Victoria from time to time in respect of such Publicity (including the use of SV Collateral); and
3. not incorrectly express information regarding the ZEV Subsidy Program or Solar Victoria.
Solar Victoria may request at any time that the ZEV Trader cease to engage in any Publicity where, in the opinion of Solar Victoria, the ZEV Trader is:
1. making representations that are false and misleading; or
2. incorrectly expressing information in any Publicity regarding the ZEV Subsidy Program or Solar Victoria.
Solar Victoria may, in its absolute discretion, allow the ZEV Trader to provide material to Solar Victoria for use by Solar Victoria in connection with Publicity for the ZEV Subsidy Program provided that the ZEV Trader:
1. arranges and funds all costs attributable to the ZEV Trader material; and
2. pays all costs attributable to distributing the ZEV Trader material.
The ZEV Trader acknowledges that Solar Victoria retains all rights, title and interest in promotional material relating to the ZEV Subsidy Program (including the SV Collateral), and nothing in this Agreement gives it any right to use any brand names, business names, designs, logos and trade marks of Solar Victoria or DEECA other than as expressly specified in these ZEV Trader Terms.
The ZEV Trader grants Solar Victoria the right to use the ZEV Trader’s name, design, logos and trademarks for Publicity in connection with the ZEV Subsidy Program.
The ZEV Trader and Solar Victoria must ensure that their respective authorised use of the other party’s name, designs, logos or trade marks is strictly in accordance with the other party’s instructions and any guidelines provided by the other party.

Solar Victoria Audit and Assurance Program

The ZEV Trader may be subject to monitoring, assurance and audit activities by Solar Victoria or its representatives.
The ZEV Trader must provide to Solar Victoria, or its representatives, all reasonable cooperation required for Solar Victoria or its representative to carry out monitoring, assurance and audit activities including providing prompt access to its personnel, systems and documentation (including prompt access to the Registering Agent or any information or documentation reasonably requested by Solar Victoria in connection with the Registering Agent).
The ZEV Trader must keep full and accurate records in relation to all aspects of its participation in the ZEV Subsidy Program (including the ZEV Program Data and Applied ZEV Subsidy records, any records in connection with the ZEV Trader's dealings with a Registering Agent, and any other records that Solar Victoria reasonably requires the ZEV Trader to retain) for a period of at least seven years and, if requested to do so in writing, must permit Solar Victoria (or its authorised representatives) to have access to those records and to take copies of those records for the purpose of Solar Victoria monitoring the ZEV Trader’s compliance with these ZEV Trader Terms.
The right of access and audit granted under these ZEV Trader Terms may be exercised by Solar Victoria at any time during the ZEV Trader’s participation in the ZEV Subsidy Program or in the seven year period following the expiry of the Term.
For the avoidance of doubt, Solar Victoria will be solely responsible for the costs of conducting any audit under these ZEV Trader Terms.

Breach of the Terms

The ZEV Trader will be deemed to have committed a "Breach", whether or not it is within the control of the ZEV Trader, if:
1. (obligations) the ZEV Trader or the Authorised Dealer has breached a requirement of the ZEV Subsidy Program, including a breach of its obligations under the Terms,
2. (untrue representation) a representation, warranty or statement made (or deemed to be made) by or on behalf of the ZEV Trader to Solar Victoria is or becomes untrue, incomplete, misleading or deceptive in any respect which Solar Victoria considers to be material;
3. (Lead Time) subject to clause ‎‎‎26, an event, act or omission occurs which results in the Eligible Customer's Eligible Model being undeliverable within the Lead Time;
4. (failure to progress subsidy) the ZEV Trader or the Authorised Dealer fails to apply the Applied ZEV Subsidy to an Eligible Customer in accordance with these ZEV Trader Terms; or
5. (failure to provide data) the ZEV Trader or the Authorised Dealer (as applicable) fails to provide Solar Victoria with all relevant information and documents in accordance with these ZEV Trader Terms to substantiate that the relevant Eligible Customer received the Applied ZEV Subsidy.
The ZEV Trader must inform Solar Victoria as soon as it becomes aware of any Breach.
Subject to clause ‎‎47, where Solar Victoria reasonably considers that a Breach has occurred, or if the ZEV Trader fails to notify Solar Victoria of a Breach in accordance with clause ‎‎45, Solar Victoria may give notice in writing to the ZEV Trader that Solar Victoria proposes to take one or more of the following actions:
1. reprimand the ZEV Trader and/or any or all of its Authorised Dealers in respect of the relevant Breach and/or warn the ZEV Trader that more serious action may be taken in the future if the ZEV Trader and/or any or all of its Authorised Dealer repeats the behaviour;
2. impose any additional condition(s) on the ZEV Trader and/or any or all of its Authorised Dealers, that if breached, may result in more serious action being taken;
3. suspend the ZEV Trader’s and/or any or all of its Authorised Dealer's participation in the ZEV Subsidy Program for a specified period at Solar Victoria's absolute discretion or until a specified event occurs, and Solar Victoria will not be obliged to pay the ZEV Trader the POS Subsidy Amount during any such suspension period;
4. cancel the ZEV Trader’s and/or any or all of its Authorised Dealer's participation in the ZEV Subsidy Program;
5. disqualify the ZEV Trader and/or any or all of its Authorised Dealer from participating in the ZEV Subsidy Program again for a specified period; or
6. in case of the Breach specified under clause ‎44(d), require the ZEV Trader to refund all POS Subsidy Amounts paid to it by Solar Victoria in respect of the relevant Eligible Customer(s) that did not receive an Applied ZEV Subsidy.
Where a ZEV Trader receives a notice from Solar Victoria under clause ‎‎‎46, the ZEV Trader may, within 14 days, provide Solar Victoria with written reasons as to why the ZEV Trader considers that the Breach has not occurred (or has not occurred as stated by Solar Victoria).
At the expiry of the 14 day notice period referred to in clause ‎‎47, Solar Victoria may by notice in writing to the ZEV Trader take any of the actions referred to in clause ‎‎46 in respect of the ZEV Subsidy Program.
Without limiting clause ‎46, Solar Victoria may by notice in writing immediately suspend the ZEV Trader’s and/or any or all of its Authorised Dealer's participation in the ZEV Subsidy Program for a specified period where Solar Victoria reasonably believes that:
1. any conduct of the ZEV Trader or any or all of its Authorised Dealers (whether or not a Breach) has or may result in any risk to human safety;
2. the ZEV Trader no longer meets the Participation Criteria at any time during its participation in the relevant ZEV Subsidy Program; or
3. suspension is otherwise required in the public interest.
  
  Where this occurs, unless otherwise specified by Solar Victoria, such suspension is effective until the earlier of (as applicable):
4. the expiry of the specified period;
5. the revocation of the suspension by Solar Victoria;
6. in the case where the suspension arose as a result of the ZEV Trader no longer meeting the Participation Criteria, until Solar Victoria is satisfied that the ZEV Trader again meets the Participation Criteria and is committed to and capable of meeting the standards for the ZEV Subsidy Program; or
7. Solar Victoria takes an action under clause ‎‎48 in relation to the relevant Breach.
Solar Victoria may produce a public notice advising of the suspension or disqualification of the ZEV Trader or any or all of its Authorised Dealers from the ZEV Subsidy Program.

Administrative and general requirements

Notices may be given to Solar Victoria at the following address:
PO Box 104
MORWELL VICTORIA 3840
The ZEV Trader:
1. must make Solar Victoria aware of any occurrence or other matter that Solar Victoria ought to be reasonably aware of in connection with the ZEV Subsidy Program as applicable; and
2. must indemnify Solar Victoria and its employees, officers, contractors and agents (the ‘indemnified’) from and against any Loss suffered or incurred by the indemnified arising out of or in connection with:
  1. any Claim by an Eligible Customer or any other third party against the indemnified that the whole or part of the ZEV Program Data or any other ZEV Trader materials (including any promotional materials provided by the ZEV Trader to Solar Victoria under clause ‎‎35), or their use in accordance with these ZEV Trader Terms, infringes any rights (including the intellectual property rights) of a third party;
  2. any negligent, fraudulent, unlawful, reckless or wilfully wrong act or omission of the ZEV Trader (or its employees, officers, contractors, agents or any Registering Agent); or
  3. any Breach; and
3. without limiting any other provision in these ZEV Trader Terms, the ZEV Trader will be liable for the acts, errors and omissions of the Registering Agent as if they were the acts, errors or omissions of the ZEV Trader.
The ZEV Trader warrants to Solar Victoria that:
1. by registering to participate in the ZEV Subsidy Program, the ZEV Trader meets the Participation Criteria on registration and will continue to meet the Participation Criteria at all times during its participation in the ZEV Subsidy Program;
2. it has all necessary corporate power and authority, and the financial and technical capabilities and resources, to accept the Terms and to perform its obligations under the Terms;
3. all information that it provides to Solar Victoria and Eligible Customers will be complete, true, correct and not misleading;
4. it is not involved in any bankruptcy, insolvency or other similar proceeding;
5. it, its representatives and all Authorised Dealers will comply with the Terms and all applicable laws and will have all licences and accreditations required by law to trade and register vehicles in Victoria;
6. all ZEV Program Data has been legally obtained and that the access to and use of the ZEV Program Data by Solar Victoria and the Relevant Agencies for the Approved Purposes will not breach any applicable laws, or infringe any rights (including intellectual property rights) of any person; and
7. to the extent that the ZEV Program Data contains Personal Information, it has:
  1. the right to provide Solar Victoria and the Relevant Agencies with access to such ZEV Program Data; and
  2. obtained all necessary approvals and consents, and made all notifications, required by applicable laws to enable Solar Victoria to use and disclose the ZEV Program Data as contemplated by these ZEV Trader Terms (including, for the avoidance of doubt, the Approved Purposes).
Without limiting any of the other provision of the Terms, Solar Victoria reserves the right to modify, suspend or terminate the ZEV Subsidy Program at any time without penalty.
Subject to any laws governing the ZEV Subsidy Program and except as otherwise provided in the Terms, any decision made by Solar Victoria in connection with the ZEV Subsidy Program may be made by Solar Victoria in its sole discretion and is final.
To the maximum extent permitted by law, Solar Victoria excludes all liability to the ZEV Trader, each Authorised Dealer and the Registering Agent and each of their employees, officers, contractors and agents, whether in contract, tort (including negligence) or on any other basis in law or equity, for any direct Loss or any Consequential Loss suffered or incurred by any of them arising out of or in connection with:
1. the ZEV Subsidy Program or the POS Subsidy Amount under these ZEV Trader Terms;
2. the use and disclosure of the ZEV Program Data as contemplated under these ZEV Trader Terms, including Solar Victoria contacting Eligible Customers; and
3. any Applied ZEV Subsidy applied by the ZEV Trader or Authorised Dealer (as applicable) in circumstances where Solar Victoria determines it is not required to pay the ZEV Trader the POS Subsidy Amount under these ZEV Trader Terms.
The limitation of liability under clause ‎‎‎56 does not apply to Solar Victoria's liability for personal injury or death caused by its negligence, or for fraud.
Without limiting recourse to other means, Solar Victoria may offset any debt it owes to the ZEV Trader under these ZEV Trader Terms or otherwise in connection with the ZEV Subsidy Program against any amount the ZEV Trader owes to Solar Victoria under the ZEV Subsidy Program.
The obligations of the ZEV Trader in clauses ‎11, ‎‎17, ‎‎18, ‎‎19, 24, ‎‎32-‎‎43, ‎‎46- ‎‎50, ‎‎52- ‎‎55 and this clause ‎‎59 survive the ZEV Trader's (and each Authorised Dealer's) removal from the ZEV Subsidy Program or cessation of the ZEV Subsidy Program.
The rights and remedies conferred on Solar Victoria under the Terms are in addition to all other rights and remedies available to Solar Victoria at law.
If any provision of the Terms is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and, if this cannot be done, the entire provision is to be severed from the Terms without affecting the validity or enforceability of the remaining provisions of the Terms.
The Terms are governed by the law of the State of Victoria. Solar Victoria and the ZEV Trader submit to the non-exclusive jurisdiction of its courts, and will not object to the exercise of jurisdiction by those courts, either for forum non conveniens or on any other basis.
Solar Victoria may, by notice in writing to the ZEV Trader, assign, novate or otherwise transfer its rights or obligations arising out of or under the Terms to any other State government department, administrative office or other entity (including any budget sector agency, government owned entity or government supported organisation) in the event of any State government restructure or other re-organisation.
The ZEV Trader may only assign, novate or otherwise transfer any of its rights or obligations arising out of or under the Terms to another person with Solar Victoria's written approval (which will not be unreasonably withheld).
The Terms are not intended to create a partnership, joint venture or agency relationship between Solar Victoria and the ZEV Trader.
Solar Victoria and the ZEV Trader have agreed to enter into these ZEV Trader Terms at the request of the other party and in consideration of the other party agreeing to enter into these ZEV Trader Terms and incurring obligations and giving rights.
In the Terms, a reference to:
1. any document is a reference to that document as amended from time to time;
2. a clause is a reference to a clause in these ZEV Trader Terms, unless specified otherwise;
3. legislation (including subordinate legislation) is a reference to that legislation as amended, re-enacted or replaced and includes a reference to any subordinate legislation issued under it;
4. a person includes a firm, partnership, joint venture, association, corporation or other body corporate;
5. ‘includes’ means ‘includes without limitation’;
6. words denoting the singular include the plural and vice versa; and
7. dollars or $ is to an amount in Australian currency.

Zero Emissions Vehicle Terms and Conditions

Updated 17 March 2023

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