Signed in as:
filler@godaddy.com
The ‘Supplier’ has agreed to provide Mark Crozier, The ‘Consortium Manager’, with Trading Facilities for Electric & Gas. Please find below the terms and conditions to our Flexible Frameworks. Individual Contracts will be sent to you which will go into more detail on your specific meters that join the Consortium.
1.1. Principle:
1.1.1. The services set out in this Agreement provide for the Consortium Manager to Trade on behalf of the Customers and thereby allow Customers to impose wholesale Trading or price setting obligations on THE SUPPLIER for the Term of this Agreement. These obligations relate to standard products in the wholesale traded energy market with the Customer, acting through the Consortium Manager, choosing the time of the transaction and its duration, subject to the constraints and procedures detailed herein. The prices and volumes for these standard traded energy products will be used together with the other values, and calculated in accordance with this Agreement to determine the Charges for Customers within the Standard Terms and Conditions.
1.1.2. The Consortium Manager warrants and represents to THE SUPPLIER that it has entered into a separate agreement with each Customer for the duration of this Agreement and that the Consortium Manager has full irrevocable authority to act on behalf of all the Customer to fulfil obligations detailed in Clause 1.1.1.
1.1.3. THE SUPPLIER warrants and represents to the Consortium Manager that it has entered into a separate
Flexible Electricity Purchasing and Supply Customer Agreement with each Customer for the
duration of this Agreement or the duration of the Customers time in the Consortium (whichever is
sooner).
1.1.4. The Customer will not be permitted to make any Trades on their own behalf. All Trading activity on behalf of the Customer will be carried out by the Consortium Manager.
1.1.5. Whilst this Agreement makes reference to the Customer's Capacity, it is understood that the Consortium Manager will Trade against the overall Consortium Capacity, of which the Customer's Capacity is a constituent part. In general, the Consortium Manager will not be permitted to Trade any individual Consortium Customer's capacity in isolation, the only exception being in respect of a Customer who qualifies as a Large Customer, where, with written agreement by the Parties, the Consortium Manager will be permitted to Trade on a Bespoke Basis. Once Trades are made on Bespoke Basis, they will be allocated against each specific Large Customer’s Customer Capacity and cannot be transferred.
1.1.6. The Consortium Capacity will be amended for each Customer who joins or leaves the Consortium (as appropriate). THE SUPPLIER shall have no obligation to notify the Consortium Customers of any such amendments.
1.1.7. The Baseload Increments referred to in Appendix B relate to increments against the overall Consortium Capacity.
1.1.8. New customers may be added to the Consortium subject to written confirmation from THE SUPPLIER and clause 1.1.3 being satisfied. Additional Customer Capacity and associated Volume will be dealt with in accordance with Clause 6 and Consortium Capacity will be amended as appropriate.
1.2. Definitions
Expressions where they appear in this Agreement and any Confirmation shall have the meanings given in the Standard Terms and Conditions, Expressions not defined in the Standard Terms and Conditions shall have the following meanings. If there is any conflict between the meanings given to expressions used in the Standard Terms and Conditions and those detailed below, the meanings below shall prevail:
"Baseload" means a quantity of electricity where the number of megawatts (MW) in each half-hourly period in the Period is the same;
“Bespoke Basis” means where Trades are made by the Consortium Manager in respect of a specific Large Customer;
"Bid Price" means for a particular nomination, the bid price for Baseload or Peak (as the case may be) for the Period in question as posted in the Argus Report dated the day such nomination is made;
"THE SUPPLIER Management Fee" means a charge to the Customer to cover THE SUPPLIER's administration costs and profit;
"Business Day" means a day other than a bank holiday on which the clearing banks are ordinarily open for business in the City of London;
"Charges" means the charges payable for energy and any other charges detailed in Appendix B adjusted or reviewed in accordance with this Agreement from time to time;
"Commodities" means the nature of Supply and/or Supplies to be Traded & Purchased by the Consortium Manager;
"Confirmation" means the written confirmation of a Purchase or Sale;
"Consortium" means a consortium of customers that will Trade together as a single entity solely through the Consortium Manager in accordance with this Agreement and with each constituent member being subject to the terms of their individual contract;
“Consortium Capacity" means the overall Consortium value in MW of the tradable structure, as detailed in Appendix B, and will be a value given to Baseload but may also have a separate value applied to Peaks;
"Consortium Manager means a charge to the Customer to cover Consortium Manager Management Fee" costs;
"Customer" means the customer or customers that are members of either the TPI HH Consortium or the TPI NHH Consortium;
"Customer Capacity" means the Customer specific value in MW of the tradable structure, and will be a value given to Baseload but may also have a separate value applied to Peaks;
"Default Date" means each of the dates marked as such in Appendix C and being the last date on which a Trade can be effected for the next following Period;
"Argus Report" means the European Daily Electricity Market report as published by Argus Media heading "UK OTC power price assessments" "Baseload" or "Peak" as appropriate;
“Large Customer” means a Customer with a Customer Capacity greater than or equal to 2.0 MW’s;
“Monthly Average Baseload means the volume weighted average price of all Baseload Purchases for Purchase Price” or “MABPP” the equivalent month. For this purpose a Sale will be regarded as a negative Purchase.
“Monthly Average Peak means the volume weighted average price of all Peak Purchases for the Purchase Price” or “MAPPP” equivalent month. For this purpose a Sale will be regarded as a negative Purchase.
"Nominated Representative" means one of the persons named as such in Appendix A;
“Notional Balancing Point" means the point on the transmission network at which purchase is deemed or "NBP" to be transacted under the GTMA;
"Offer Price" means for a particular nomination, the offer price for Baseload or Peak (as the case may be) for the Period in question as posted in the Argus Report dated the day such nomination is made;
"Peak" means a quantity of electricity where the number of MW in each half[1]hourly period between 0700 and 1900 hours in each of the weekdays of the Period is the same;
"Period" means a Calendar period of a month quarter or season (being the six month summer or winter period commencing April and October respectively);
“Position Report” means a report produced by THE SUPPLIER and submitted to the Consortium Manager no less than monthly detailing each Customer, their Volume and Customer Capacity, together with any Trades made to date and any unsecured volume. A separate report will be submitted for any Large Customers where Trades have been made on a Bespoke Basis.
"Purchase" means the purchase of a quantity of electricity at the NBP in increments no less than those detailed which total (but do not exceed) the Consortium Capacity (or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers) for a given Period (and "Purchased" shall be construed accordingly);
“Qualifying Capacity” means the minimum specific value in MW of the tradable structure, and will be a value given to Baseload but may also have a separate value applied to Peaks, as detailed in Appendix B;
"Sell" means the sale of a quantity of electricity at the NBP in increments no less than those detailed which total (but do not exceed) the Consortium Capacity (or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers) for a given Period (and "Sale" and 'Sold" shall be construed accordingly);
"Swing Premium" means the cost of providing the Customer with the facility to vary consumption from the Customer Capacity (up or down, broadly consistent with the variations in the Customer’s Historic Volume) in any half-hour period during the Term.
"Supplier" means the entity responsible for the provisioning of facilities for the Consortium Manager to Trade & Purchase the Customers supplies and/or Commodities;
"Supplies" means the commodity in which the Consortium Manager has traded on behalf of the Customer;
"Term" means the inclusive period between the Effective Date and the Expiry Date;
"Trade" means a Sale or Purchase of Electricity in accordance with the terms of this
Agreement and "Trading" shall be construed accordingly;
"Trade Contact" means any one of the persons listed as such in Appendix A;
“Valid Nomination" means as defined in Clause 3.1;
"Volume" means the energy associated with the Customer Capacity or Consortium Capacity and determined in Megawatt hours ("MWh") by multiplying the Customer Capacity or Consortium Capacity by the number of applicable hours in the relevant Period.
1.3. Representations And Warranties
1.3.1. THE SUPPLIER is not acting as a fiduciary or an advisor for the Consortium Manager or any Customer, nor has it given the Consortium Manager or any Customer any advice, representation, assurance or guarantee as to the expected performance, benefit or result of the Agreement.
1.3.2. THE SUPPLIER represents that it will not provide guidance or advice regarding forward price movements. THE SUPPLIER is not able to advise the Consortium Manager regarding optimum times to trigger Purchases. No statement, whether verbal or written shall be taken as the giving of any such advice. THE SUPPLIER is not liable for any additional or excessive costs incurred by the Consortium Manager or any Customer as a result (whether direct or indirect) of the timing of Purchase.
1.3.3. The Consortium Manager represents and warrants that:
1.3.3.1. Non-Reliance. In its role as Consortium Manager and agent for the Consortium it is acting for its own account, and it has made its own independent decision to enter into a Trade and as to whether such Trade is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) from THE SUPPLIER as investment advice or as a recommendation to enter into the Trade; it being understood that Information and explanations related to the terms and conditions of the Trade are not to be considered investment advice or a recommendation to enter into the Trade. No communication (written or oral) received from THE SUPPLIER is to be deemed to be an assurance or guarantee as to the expected results of a Trade.
1.3.3.2. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Trade. It is also capable of assuming, and assumes, the risks of the Trade.
1.3.3.3. Commercial Requirement. In Trading it is acting for commercial and not investment purposes.
1.3.4. The Consortium Manager acknowledges that it has sole responsibility for explaining to Customers the purpose and effect of any Trade.
1.3.5. The Consortium Manager represents and warrants to THE SUPPLIER that it has the full written irrevocable authority of each Customer to enter into this Agreement and to act for such Customer in the matters covered by this Agreement.
1.3.6. The Consortium Manager hereby indemnifies and holds harmless THE SUPPLIER against any and all claims, costs (including legal costs) expenses, allegations, and liabilities directly or indirectly arising from the Consortium Manager's failure to obtain and maintain the authorisation of any Customer.
1.4. Miscellaneous
1.4.1. The Parties hereby consent to the recording of telephone conversations in respect of Trades. In the case of any dispute over the terms of a Trade such recordings will take precedence over a deal ticket or confirmation.
1.4.2. All Trades will be based on the Gregorian calendar.
1.5. Inconsistencies In the event of any inconsistency between the Standard Terms and Conditions and this Agreement, this Agreement shall prevail.
1.6. Trading Activities In accordance with Clause 4.7 of the Standard Terms and Conditions and in addition to any other remedies, THE SUPPLIER reserves the right to place restrictions or credit limits on the Customer's or Consortium Manager's trading activities. Any such constraints will be notified in writing to the Customer and/or Consortium Manager at an appropriate time.
2.1. A Capacity stipulated in Appendix B represented as Baseload will be available to Trade. Where the capacity can be purchased in increments "Baseload Increments" (summing to the Capacity) the size of such Baseload Increments will be stipulated in Appendix B. An annual volume associated with the Capacity may also be indicated in Appendix B.
2.2. For any period within the Term the Volume associated with the Capacity may be traded using the procedures set out in Clause 3 below but, for the avoidance of doubt, the first Trade associated with any Period must be a Purchase.
2.3. On the Business Day following a Trade the Consortium Manager will be sent a Confirmation by the Trade Contact by email containing the details of each Trade.
3.1. To Trade for a given Period on a given day the Consortium Manager must make a "Valid Nomination" to THE SUPPLIER’s Trade Contact (as detailed in Appendix A). A nomination will be a Valid Nomination if made by telephone before 16:00 hours on a Business Day, confirmed by email and;
3.1.1. be made by a Nominated Representative;
3.1.2. should be made by 16:00 hours if the Consortium Manager wishes to be advised of and, if acceptable, take without delay, the best available live price ; or
3.1.3. if the nomination is made after 16:00 hours, THE SUPPLIER will use best endeavours to Trade at the best available live price or if the Trade cannot be executed at the best available live price, the close of day Offer Price for a Purchase or Bid Price for a Sale (as the case may be) for the specified Period (such period being a period listed in the Argus Report dated for the day such nomination is made) shall be taken; and
3.1.4. such nomination must also meet the criteria detailed in Clause 3.2, below.
3.2. The nomination may cover any Period provided that:
3.2.1. any Trade to be conducted on a Bespoke Basis must be clearly stated, including details of the Large
Customer to which each Trade relates.
3.2.2. the Period nominated is clearly stated;
3.2.3. the initial Trade for any Period or part thereof is in accordance with the initial Trade requirement specified in Clause 2 of this Agreement;
3.2.4. the Consortium Capacity may be Traded in increments if so detailed in Appendix B;
3.2.5. if the total Consortium Capacity may be Traded in increments then at any time and in any Period
or part thereof the net capacity of all Trades must not be greater than the total Consortium Capacity
(or Customer Capacity for all Trades that are made on a Bespoke Basis for each Large Customer) or negative;
3.2.6. if the total Consortium Capacity may be Purchased and Sold in increments then all Trades must be either for the Consortium Capacity or for increments (or combinations of such increments) of the Consortium Capacity (or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers);
3.2.7. should the Consortium Manager choose a Bid Price or Offer Price, in the event that there is no Argus Report published for whatever reason for the Period in question on a particular day the next following published Argus Report for that Period will be used;
3.2.8. the Consortium Capacity (or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers) for each monthly Period may be reached by way of requests to Trade, monthly, quarterly, or seasonal volumes;
3.2.9. the Period in question falls entirely within the Term.
3.3. The Consortium Manager may make more than one nomination on a given day.
3.4. The Trade Contact will send by email a Confirmation to the Consortium Manager of the details of a Trade made under this Clause 3 before the end of the following Business Day.
3.5. Details of each Trade will be recorded for use in calculating the Charges.
3.6. In the event that Consortium Manager Trades result in capacity less than the Consortium Capacity (or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers) for any month by the applicable Default Date, any remaining capacity (to achieve the Consortium Capacity or Customer Capacity where Trades are made on a Bespoke Basis for Large Customers) for that month will be the Offer Price for such month as published on the Default Date. Such price would be used in subsequent calculations as if the Consortium Manager had made the Purchase. The Default Dates are set out in Appendix C.
3.7. Prior to 17:00 hours on the Default Date the Consortium Manager may elect, by sending an email to THE SUPPLIER’s Trade Contacts, to have any remaining capacity for the next following month priced using the Day Ahead Indices for that month. Should the Consortium Manager make this election, the Offer Price on the Default Date for the particular month will not be used in the calculation of the Energy Price, however, should all of the Day Ahead Indices for an Calendar month not be available at the time of calculation of the Energy Price needed for routine monthly billing, the Energy Price will be calculated using the Offer Price on the Default Date and reconciled when all of the necessary Day Ahead Indices are available. The Day Ahead Index provides no facility for within month, weekly or daily trading.
3.8. The "Day Ahead Index" or "DAI" means the London Energy Brokers' Association (LEBA) Day Ahead Window Index which is calculated using a volume-based, weighted average of all day ahead Baseload trades executed in London between 0800hrs and 0900hrs London time by contributing brokers each day. The DAI values electricity trades for Baseload delivery on the day, or days in the case of weekends, following the deal date (the Trade Day). The delivery day is the Index Day. The DAI is published daily at approximately 1200hrs London time on the LEBA website: www.leba.org.uk.
3.9. On each day of publish of a Day Ahead Index that is to be used to calculate the Average Day Ahead Index THE SUPPLIER will send the Consortium Manager an email showing the latest Day Ahead Index culminating in a final email providing the single Average Day Ahead Index (the "Average Day Ahead Index" being the simple average of the Day Ahead Indices of all the days in the Calendar month In question). The Average Day Ahead Index plus the Day Ahead Fee (the 'Day Ahead Fee" will be the administrative charge in £/MWh notified in writing to the Consortium Manager or detailed in Appendix B for this "day ahead" facility) will then be used as if it were the Default Price (for the relevant capacity) in calculating the Energy Price for that month.
6.1. The Consortium Manager shall notify THE SUPPLIER in writing of any material change in the Volume of electricity to be supplied under this Agreement (a "Revised Forecast"). Such notice shall provide:
6.1.1. the expected date when the change will take place;
6.1.2. the extent of the change in supply requirement;
6.1.3. a revised load-shape or pattern of consumption;
6.1.4. any further information which THE SUPPLIER may reasonably request.
6.2. THE SUPPLIER may independently detect a material change to the Volume (and/or a revised load-shape or pattern of consumption) of electricity to be supplied under this Agreement and in such circumstances shall notify the Consortium Manager in writing who will then prepare a Revised Forecast in accordance with clause 6.1.
6.3. Following receipt of a Revised Forecast, THE SUPPLIER shall increase the Volumes within it to take into account system losses in both the distribution and transmission systems to produce an "Adjusted Revised Forecast" (or "ARF") and the Consortium Manager and/or Customer will be advised of the ARF and the loss adjustment applied via an updated Position Report.
6.4. If the ARF is an increase THE SUPPLIER may decide at its absolute discretion to increase the Customer Capacity from the start of the monthly Period in which the ARF commences. The increase in the Customer Capacity will reflect the notified increase in consumption. The Customer's Purchasing requirement will be amended forthwith by THE SUPPLIER to the revised Customer Capacity (by association the Consortium Capacity will also be revised) and the Customer and/or Consortium Manager notified accordingly.
6.5. If the ARF is a decrease, THE SUPPLIER may decide at its absolute discretion to decrease the Customer Capacity from the start of the monthly Period in which the ARF takes effect. The decrease in the Customer Capacity will reflect the notified decrease in consumption. The Customer's Purchasing requirement will be amended forthwith to the revised Customer Capacity (by association the Consortium Capacity will also be revised). If the Customer, through the actions of the Consortium Manager, has already Purchased some or all of the original Customer Capacity for any future month prior to giving notice of a Revised Forecast and the total Purchase(s) for such month(s) are for Consortium Capacity greater than the new, revised Consortium Capacity (the "Revised Capacity"), then the "Excess Capacity" (being in any month the net Consortium Capacity purchased less the Revised Capacity) will be Sold. The price of such Sale will be the Bid Price on the day the Customer's or Consortium Manager's notification is received. The Sale will be taken into account in the normal way under Clause 4 but the calculation of the Monthly Average Baseload Purchase Price (and Monthly Average Peak Purchase Price, if applicable) will be for the Revised Capacity.
6.6. There is no limit to the number of times the Customer or Consortium Manager may make a Revised Forecast.
6.7. In the event of amendment to Customer Capacity resulting in a remaining Consortium Capacity that is less than the Baseload Increment value as specified in Appendix B, any remaining Customer Supply Points and Volumes will revert to alternative Supply arrangements with THE SUPPLIER under the Standard Terms and Conditions and this Agreement will be automatically terminated.
7.1. This Agreement will continue in force until terminated in accordance with clause 6.6 or this clause 7.
7.2. Either Party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur:
7.2.1. if the other Party commits any material breach of the terms or conditions of this Agreement and fails to remedy such breach, if capable of remedy, within fourteen (14) days after receiving written notice requiring it so to do; or
7.2.2. if the other Party compounds or makes any arrangement with or for the benefit of its creditors or enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertaking or is unable to pay its debts or if any distress or execution shall be threatened or levied upon its property. For the purposes of this sub-clause 7.2.2, section 123(1) of the Insolvency Act 1986 shall have effect as if for "C750" there was substituted "€10,000"; and the Party shall not be deemed to be unable to pay its debts for the purposes of that paragraph if any such demand as is mentioned in the said section is being contested in good faith by the Party with recourse to all appropriate measures and procedures.
7.3. On termination of this Agreement for whatever reason, all Customers shall revert automatically to fixed price supply contracts with THE SUPPLIER, covering the period to the end of the latest flexible electricity purchasing and supply customer agreement in each case.
8.1. If any of the provisions of this Agreement (or any part of such provision) is rendered void or unenforceable by any court or authority of competent jurisdiction, then all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired provided the Parties agree a replacement provision which is as close as is legally permissible to the provision rendered void or unenforceable.
9.1. Subject to clause 9.2 neither party shall be liable to the other party for loss or damage arising in connection with this Agreement (whether resulting from breach of this Agreement, negligence or otherwise) except for loss or damage arising from a breach of this Agreement which was reasonably foreseeable as likely to result from such breach and which resulted from physical damage to the property of the other party or to the property of any third party for which the other party is adjudged liable PROVIDED that:
9.1.1. the liability of either party under this clause 9.1 shall be limited to £100,000 for each incident or series of related incidents; and
9.1.2. neither party shall in any circumstances be liable to the other party for any loss of profit, revenue, business, savings (anticipated or otherwise) or any other form of economic or indirect or consequential loss. For the purposes of this clause 9.1, property shall include work in progress valued at cost.
9.2. Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party.
10.1. Neither party shall be entitled to assign or transfer this Agreement to a third party without the prior written consent of the other party (which shall not be unreasonably withheld or delayed), save that where the proposed assignee is an affiliate, no consent is required.
10.2. Neither party may without prior written agreement of the other party disclose any of the information or portion thereof contained in this Agreement or any information regarding the business of the other party to any third party nor shall it disclose any information to employees or agents of either party who has no need to know such information for the proper furtherance of the obligations of the party in question.
10.3. Any notice under this Agreement shall be in writing and shall be deemed to be sufficiently served if addressed to the party and sent by:
10.3.1. First class mail or courier service; or
10.3.2. Registered post; or
10.3.3. to the address shown at the top of this Agreement or such other address as the parties may from time to time designate by written notice to the other. For the avoidance of doubt, email is not a valid method of serving notices under this Agreement.
10.4. Any notice sent by first class mail, courier service or registered post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after posting, exclusive of the day of posting.
Appendix A: Election Sheet - THE SUPPLIER Trade Contacts and Consortium Manager Contacts.
The following election sheet provides the necessary contact details for the Consortium Manager to liaise with
THE SUPPLIER’s Trade contacts in order to effect Trades.
Consortium Manager Address: Future Corporate Technologies Limited
Haverley House Cottage, Seaton, Durham, SR7 0NQ Address
Contract Identifier(s): TBC
Start Date: The 1st December 2024
End date: The 30th November 2027
Consortium Manager - Mark Crozier
THE SUPPLIER Authorised Trade Contacts:
# Name Telephone Number Email Address - Will be confirmed upon set up.
Appendix B: Volume and Pricing Details
Consortium Capacity: as per the Position Report***
Qualifying Capacity 1 MW
Baseload Increments: 0.1 MW
Consortium Volume: as per the Position Report***
Customer Capacity: as per individual consortium customer agreement***
THE SUPPLIER Management Fee(s):
Account Admin Charge: £TBC / MWh - individual consortium customer agreement
Management / Margin: £TBC / MWh - individual consortium customer agreement
Day Ahead Fee: TBC Rate/MWh @ NBP as per individual consortium customer agreement
Volume Variance Admin: TBC Rate/MWh @ NBP as per individual consortium customer agreement
Consortium Manager: MARK CROZIER