5. LOAD MANAGEMENT

5.1 Distributor may control load: Subject to clause 5.3, the Distributor may control part or all of the Customer’s load (as the case may be) in accordance with this clause 5, Schedule 1, and Schedule 8 if:

(a) the Distributor provides a Price Category or Price Option that allows for a non- continuous level of service in respect of part or all of the Customer’s load (a “Controlled Load Option”), and charges the Trader on the basis of the Controlled Load Option in respect of the Customer; or

(b) the Distributor provides any other service in respect of part or all of the Customer’s load advised by the Distributor to the Trader from time to time (an “Other Load Control Option”) with respect to the Customer (who elects to take up the Other Load Control Option).

5.2 Trader may control load: Subject to clause 5.3, if the Trader offers to a Customer, and the Customer elects to take up, a price option for a non-continuous level of service by allowing the Trader to control part of or all of the Customer's load, the Trader may control part or all of the Customer's load (as the case may be) in accordance with this clause 5 and Schedule 8. For the avoidance of doubt, the load controlled by the Trader or any part of it may also be controlled by the Distributor.

5.3 Control of load by Entrant if some load controlled by Incumbent: If either party (the “Entrant”) seeks to control all or part of a Customer’s load at a Customer’s ICP, but the other party (the “Incumbent”) has obtained the right to control all or part of the load at the same ICP in accordance with clause 5.1 or 5.2 (as the case may be), the Entrant:

(a) may only control the part of the Customer’s load that the Customer has agreed the Entrant may control under an agreement with the Entrant; and

(b) if any part of that load (including all of that load) is already subject to the Incumbent’s right to control, must control that part of the load in accordance with the protocol agreed under clause 5.6

5.4 No interference with or damage to Incumbent’s Load Control System: Both parties must ensure that neither they nor their Load Control System interferes with the proper functioning of, or causes damage to, the other party’s Load Control System. For the avoidance of doubt, a party De-energising an ICP in accordance with the Code and its contract with its customer is not interference of the other Party’s Load Control System provided that the Load Control System returns to its previous functioning when the ICP is Re-energised.

5.5 Remedy if interference or damage: If either party or any part of that party’s Load Control System interferes with, or causes damage to, any part of the other party’s Load Control system, the first party must, on receiving notice from the other party or on becoming aware of the situation, promptly and at its own cost remove the source of the interference and make good any damage.

5.6 Trader to make controllable load available to Distributor for management of system security: If the Trader has obtained the right to control all or part of the Customer's load in accordance with clause 5.2, the Trader must:

(a) within 5 Working Days of having first obtained such a right, notify the Distributor that the Trader has obtained the right;

(b) unless the Distributor agrees otherwise, and within 60 Working Days of providing the notice under paragraph (a), develop and agree jointly with the Distributor (such agreement not to be unreasonably withheld by either party), a protocol to be used by the parties to this Agreement that:

(i) is consistent with the Distributor’s System Emergency Event management policy set out in Schedule 4, and the Code;

(ii) is for the purpose of coordinating the Trader's controllable load with other emergency response activities undertaken by the Distributor during a System Emergency Event, such purpose having priority during a System Emergency Event over other purposes for which the load might be controlled;

(iii) assists the Distributor to comply with requests and instructions issued by the System Operator when managing System Security in accordance with the Code during a System Emergency Event;

(iv) assists the Distributor to manage Network system security during a System Emergency Event;

(v) if applicable, allows both parties to share control of the same load, including in accordance with the priority order in Schedule 8; and

(vi) contains the same or similar terms as protocols agreed between the Distributor and other Traders;

(c) during a System Emergency Event, operate its controllable load in accordance with the protocol developed in accordance with paragraph (b); and

(d) at all times, operate its controllable load as a reasonable and prudent operator in accordance with Good Electricity Industry Practice.

5.7 Maintenance of Load Control Equipment: A party providing Load Control Equipment must endeavour in accordance with Good Electricity Industry Practice to ensure that the Load Control Equipment:

(a) receives and responds to the appropriate load control signals;

(b) properly controls the appropriate load; and

5.8 Maintenance of Load Signalling Equipment: A party providing Load Signalling Equipment must endeavour in accordance with Good Electricity Industry Practice to ensure that the Load Signalling Equipment:

(a) sends appropriate load control signals that are capable of being reliably received by all associated Load Control Equipment; and

(b) is otherwise fit for purpose.

Schedule 12A.4 Appendix A, clause 5.2: amended on 1 April 2025, by clause 22(1) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.3: replaced on 1 April 2025, by clause 22(2) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.3(a): amended on 15 May 2025 by clause 10 of the Electricity Industry Participation Code Amendment (Spot Price Risk Disclosure) 2025.

Schedule 12A.4 Appendix A, clause 5.4: replaced on 1 April 2025, by clause 22(3) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.5: replaced on 1 April 2025, by clause 22(4) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.6: amended on 1 April 2025, by clause 22(5)(a) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.6(b)(iii): amended on 1 April 2025, by clause 22(5)(b) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025.

Schedule 12A.4 Appendix A, clause 5.6(b)(v) and (vi): inserted on 1 April 2025, by clause 22(5)(c) of the Electricity Industry Participation Code Amendment (Code Review Programme) 2025

6. LOSSES AND LOSS FACTORS

6.1 Information to enable calculation of Loss Factors: The Distributor may obtain information from the reconciliation manager for the purpose of calculating Loss Factors unless that information is provided by the Trader. The Trader must provide the Distributor with any additional information that the Distributor may reasonably require to enable the Distributor to calculate Loss Factors within 15 Working Days of the request from the Distributor.

6.2 Calculation of Loss Factors: The Distributor must calculate Loss Factors in accordance with the requirements of the Code relating to Loss Factors (if any).

6.3 Change of Loss Factors: If the Distributor wishes to change 1 or more Loss Category codes or Loss Factors, the Distributor must give the Trader at least 40 Working Days' notice of the proposed change (including the reasons for the proposed change).

6.4 Transparent Loss Factors methodology: A notice provided to the Trader in accordance with clause 6.3 must include details of the methodology and information used by the Distributor to determine the Loss Factors.

6.5 Complaints about Loss Factors: If, at any time, the Trader considers that 1 or more Loss Factors notified by the Distributor are not appropriate, or that the methodology or information used to calculate the Loss Factor is incorrect, the Trader may make a written complaint to the Distributor. The Distributor must consider the complaint in good faith, and may change the Loss Factors declared in its notice to reflect the Trader's concerns in accordance with clause 6.3. The Distributor must decide whether to make the change and, if applicable, give notice under clause 6.3, no later than 20 Working Days after receipt of the complaint.

6.6 Disputes about Loss Factors: If the Distributor does not change its notice after having received a complaint from the Trader, the Trader may raise a Dispute with the Distributor for the Loss Factors to be determined in accordance with the Dispute resolution process in clause 23. If the outcome of the Dispute is that the Distributor changes the Loss Factors

declared in the Distributor's notice, and the change leads to a change in the level of revenue received by the Distributor, the Distributor may determine the time from which the change is to apply, which must be no later than 60 Working Days from the date on which the Dispute is finally resolved.

PART II – PAYMENT OBLIGATIONS

7. DISTRIBUTION SERVICES PRICES AND PROCESS FOR CHANGING PRICES

7.1 Distribution Services pricing information: Schedule 7 sets out information about how the Trader can access information about the Distributor’s:

(a) Pricing Structure;

(b) Price Categories;

(d) Prices.

The Distributor must ensure that the information it makes available in accordance with Schedule 7 is available in a standard, downloadable electronic document format in a form that permits electronic search and copy functions.

7.2 Changes to Pricing Structure, Price Categories, Price Options, and Prices: The Distributor may change:

(a) its Prices as set out in clauses 7.3 to 7.7; and

(b) its Pricing Structure as set out in clauses 7.4, 7.6, and 7.7; and

(c) its Price Categories and Price Options (if any) at any time, provided that the change does not have the effect of increasing 1 or more Prices.

7.3 Price changes: Unless otherwise agreed with the Trader, the Distributor may not change its Prices more than once in any 12 month period ending on 31 March, unless a change:

(a) results from a material change in a cost that is a pass-through cost or a recoverable cost specified in a determination of an input methodology by the Commerce Commission under Part 4 of the Commerce Act 1986 in respect of the services provided by the Distributor;

(b) relates to the Distributor providing new Distribution Services or materially changing existing Distribution Services, provided that any proposed Price change must only apply to ICPs affected by the new or changed Distribution Services; or

Nothing in this clause prevents the Distributor from changing a Price at any time with the agreement of the Trader.

7.4 Process to change Pricing Structure: If the Distributor intends to make a change to its Pricing Structure that will materially affect the Trader or 1 or more Customers, the Distributor must first consult with the Trader about the proposed change. If appropriate, the Distributor may consult jointly with the Trader and all other traders that are affected by the proposed change. Without limiting anything in clause 7.3, and unless the parties agree otherwise, the Distributor must:

(a) comply with the Code: comply with any provisions in the Code relating to the pricing of Distribution Services; and

(b) notify Trader of final Pricing Structure: provide the Trader with information about the final Pricing Structure and the reasons for the Distributor's decision, in a manner that clearly sets out the change made, at least 40 Working Days before the change comes into effect.

7.5 Notice of Price changes: In addition to any notification requirements under clause 7.4, if the Distributor makes or intends to make a Price change, the Distributor must:

(a) give the Trader at least 40 Working Days' notice of the Price change, unless the Distributor is required by law to implement the Price change earlier, in which case the Distributor must give as much notice as is reasonably practicable;

(b) if the Price change will result in an ICP or a group of ICPs being allocated to a different Price Category, without limiting clause 8, the Distributor must give the Trader a mapping table that clearly shows:

(i) the new Price Category to which each affected ICP or group of ICPs is to be allocated; and

(ii) the Price Category that applied to each affected ICP or group of ICPs before the change was made; and

(c) if the Price change is in respect of ICPs that have either a category 1 or category 2 metering installation, the Distributor must notify the Trader of the Price change in accordance with EIEP12.

7.6 Pricing Structure and Price change disputes: Once a change to a Pricing Structure has been finalised in accordance with clause 7.4, or a Price change is notified in accordance with clause 7.5, the Trader may raise a Dispute under clause 23 in respect of the Pricing Structure or the Price change only if the Trader considers that the Distributor has not complied with clause 7.4 or 7.5 (as the case may be). If a Dispute is raised, the Trader must continue to pay the Distributor's Tax Invoices until the Dispute is resolved.

7.7 Changes containing an error: If the Trader identifies an error in the Pricing Structure finalised and notified in accordance with clause 7.4, or an error in a Price change notified in accordance with clause 7.5 that arises from an obvious error in applying the Pricing Structure, the Trader must bring that error to the Distributor’s attention as soon as practicable after becoming aware of the error. The Distributor may correct an error, including an error that it identifies itself, without following the process under clause 7.4 or giving notice under clause 7.5(a) (as the case may be), provided that the correction of the error must not have a material effect on the Trader or 1 or more Customers. To avoid doubt, the correction of an error in accordance with this clause is not a Price change for the purposes of clause 7.2.

8. ALLOCATING PRICE CATEGORIES AND PRICE OPTIONS TO ICPS

8.1 Distributor allocates Price Category: The Distributor must:

(a) allocate a Price Category to each ICP on its Network; and

(b) change the Price Category allocated to an ICP on its Network if necessary because the attributes of the ICP have changed.

8.2 Allocation of Price Categories if more than 1 option: If there are 2 or more Price Categories within the Distributor’s Pricing Structure for which an ICP is eligible, the Distributor must allocate 1 of the eligible Price Categories to the ICP.

8.3 Matters to have regard to in allocating Price Category: In allocating a Price Category to an ICP or changing the Price Category allocated to an ICP, the Distributor must have regard to the following:

(a) the eligibility criteria for each Price Category referred to in Schedule 7;

(b) the attributes of the ICP; and

(i) the Trader’s or Customer’s preference for a particular Price Category in respect of which the ICP is eligible;

(ii) the meter register configuration(s) of the Metering Equipment and any Load Control Equipment installed for the ICP, which may determine the Price Option

or Price Options that apply if more than 1 Price Option is defined for the relevant Price Category;

(iii) the ICP’s historic demand profile;

(iv) the Customer’s capacity requirements; and

(v) any other factors.

8.4 Trader may request allocation of an alternative eligible Price Category: At any time, the Trader may request that the Distributor allocate an alternative Price Category to an ICP, and must provide any information necessary to support its request. If the Distributor, acting reasonably, agrees that the ICP meets the eligibility criteria for the requested alternative Price Category, the Distributor must apply the change (but not retrospectively, unless it agrees otherwise) and advise its decision to the Trader within 5 Working Days (or such longer period as agreed between the Distributor and the Trader) after receipt of notice of the Trader's request. If the Distributor declines the request, it must provide the reasons for its decision.

8.5 Trader to select Price Option to match meter register configuration: If the Distributor provides options within a Price Category that correspond to alternative eligible meter register configurations ("Price Options"), the Trader must:

(a) select the Price Option that corresponds to the configuration of each meter register installed at the relevant ICP;

(b) notify the Distributor of that selection in accordance with the relevant EIEP; and

(c) if the meter register configuration for the ICP changes, change the Price Option to match the new configuration and notify the Distributor of the change in accordance with the relevant EIEP.

8.6 Trader request for reallocation of Price Category if it considers Price Category has been Incorrectly Allocated: Under this clause 8.6 and clauses 8.7 and 8.9, a Price Category is "Incorrectly Allocated" to an ICP only if the ICP was ineligible for the Price Category allocated by the Distributor based on the relevant information available to the Distributor at the time it made the allocation. If the Trader reasonably considers that a Price Category was Incorrectly Allocated to an ICP, the Trader must notify the Distributor of the reasons why it considers that the Price Category was Incorrectly Allocated and identify the Price Category that the Trader considers should have been allocated to the ICP, which must be a Price

Category for which the ICP is eligible. The Distributor must advise the Trader within 10 Working Days after receipt of the Trader's notice whether it agrees to allocate the requested Price Category (the "Corrected Price Category") to the ICP, such agreement not to be unreasonably withheld, and must provide the reasons for its decision. To avoid doubt, this clause 8.6 does not apply if the Distributor has already provided notice to the Trader that the relevant Price Category is Incorrectly Allocated under clause 8.9.

8.7 Credit following correction: If the Distributor allocates a Corrected Price Category to an ICP following notice from the Trader given under clause 8.6, the Distributor must:

(a) commence charging the Trader in accordance with the Price(s) that applies to the Corrected Price Category with immediate effect; and

(b) subject to clause 8.8, and by issuing a Credit Note payable in the next monthly billing cycle, credit the Trader with an amount (if positive) equivalent to:

(i) the charges paid by the Trader in respect of that ICP in the period from the later of:

(A) the Commencement Date;

(B) the date the Distributor Incorrectly Allocated the Price Category to that ICP; and

up to the date on which the Distributor allocates a Corrected Price Category to that ICP; less

(ii) the charges that would have applied if the Corrected Price Category had been allocated to that ICP during the period referred to in subparagraph (i),

provided that the maximum period for which credit will be payable under this clause 8.7 is 15 months, unless otherwise agreed.

8.8 Limitations on credits for Price Category corrections: Clause 8.7(b) does not apply in respect of an ICP if:

(a) clause 8.9 applies to the ICP; or

(b) within 20 Working Days of the Switch Event Date recorded for the Trader, the Trader has not provided the Distributor with correct or complete information about the ICP or the Customer necessary to determine Price Category eligibility (provided that information was not already known by the Distributor);

(c) the Price Category correction was necessary because the Trader provided the Distributor with incorrect or incomplete information in relation to the ICP or the Customer or any other factors in respect of that ICP that were relevant to the allocation of a Price Category; or

(d) the initial Price Category was allocated on the basis of incorrect information provided by the Customer or the Customer’s representative.

8.9 Distributor’s right to change Price Category if it considers Price Category has been Incorrectly Allocated: If at any time the Distributor reasonably considers that a Price Category has been Incorrectly Allocated to an ICP:

(a) the Distributor must notify the Trader accordingly, including notification of the reasons why it considers that the Price Category has been Incorrectly Allocated, and identify the Price Category or Price Categories it considers the ICP is eligible for;

(b) unless the Trader is able to provide evidence to the Distributor’s reasonable satisfaction within 10 Working Days of the Distributor’s notice that the current Price Category has not been Incorrectly Allocated, the Distributor may:

(i) allocate the Price Category that it considers appropriate to that ICP (acting reasonably and consistently with clause 8.1), and

(ii) commence charging the Trader for Distribution Services in accordance with that Price Category after a further 40 Working Days; and

8.10 Application of clause 8.9: Clause 8.9 does not apply if the Trader has already provided notice to the Distributor under clause 8.6 that the relevant Price Category has been Incorrectly Allocated.

8.11 Commencement of charges: The Trader is liable to pay charges in respect of an ICP from:

(a) the day the ICP is Energised or Re-energised; or

(b) if the Trader is assuming responsibility for the ICP, the later of the Switch Event Date or the date that the ICP is Energised.

8.12 Cessation of charges: The Trader is not liable to pay charges in respect of an ICP:

(a) from the day on which an ICP is De-energised (except as a result of a Temporary Disconnection); or

(b) from the Switch Event Date, if another trader takes responsibility for the ICP; or

(c) from the day which is 2 Working Days after the Distributor receives a notification from the Trader that the Distributor is responsible for completing a Vacant Site Disconnection in respect of the ICP in accordance with Schedule 6.

9. BILLING INFORMATION AND PAYMENT

9.1 Calculating Tax Invoices for Distribution Service charges: The Trader must provide information to enable the Distributor to calculate Distribution Services charges and prepare Tax Invoices, in accordance with Schedule 2.

9.2 Late, incomplete, or incorrect information: If the Trader does not provide information to the Distributor in accordance with Schedule 2 by the 5^th Working Day after the last day of the month to which the Tax Invoice relates, or any information provided by the Trader is incomplete or materially incorrect, the Distributor may estimate, in accordance with Good Electricity Industry Practice, the Trader’s Tax Invoice for Distribution Services.

9.3 Issuing of Tax Invoices: The Distributor must issue Tax Invoices for Distribution Services as follows:

(a) the Distributor must invoice the Trader within 10 Working Days after the last day of the month to which the Tax Invoice relates;

(b) a Tax Invoice may either be:

(i) calculated based on the information provided by the Trader in accordance with Schedule 2 (an “Actual Invoice”); or

(ii) estimated in accordance with Good Electricity Industry Practice, including where clause 9.2 applies (a “Pro forma Invoice”);

(c) at the same time as it provides an Actual Invoice (under paragraph (a), (d), or (e)), the Distributor must provide to the Trader, in accordance with the relevant EIEP, sufficiently detailed information to enable the Trader to verify the accuracy of the Tax Invoice;

(d) if late, incomplete, or incorrect information is provided and the Tax Invoice is a Pro forma Invoice on the basis of that information, the Distributor must issue an Actual Invoice that replaces the Pro forma Invoice in the month after it receives additional or revised consumption information, at the same time as the Distributor issues a Tax Invoice to the Trader for its Distribution Services charges for that month;

(e) if the Tax Invoice is a Pro forma Invoice and paragraph (d) does not apply, the Distributor must, by no later than the same time as the Distributor issues a Tax Invoice under paragraph (a) to the Trader for its Distribution Services charges for the following month, issue an Actual Invoice that replaces the Pro forma Invoice as well as a Credit Note in relation to the Pro forma Invoice;

(f) if the information received by the Distributor in accordance with Schedule 2 includes revised reconciliation information or additional consumption information, the Distributor must provide a separate Credit Note or Debit Note to the Trader in respect of the revised consumption information ("Revision Invoice"), and a Use of Money Adjustment applying from the due date of the original invoice to the due date of the Revision Invoice (unless the parties agree otherwise);

(g) if a Revision Invoice is required, the Distributor must issue the Revision Invoice in the month after the Distributor receives the revised reconciliation information or additional consumption information, at the same time as the Distributor issues a Tax Invoice to the Trader for its Distribution Services charges for that month; and

(h) at the same time it provides a Revision Invoice, the Distributor must provide to the Trader, in accordance with the relevant EIEP, sufficiently detailed information to enable the Trader to verify the accuracy of the Revision Invoice.

9.4 Due date for payment: The settlement date for each Tax Invoice issued by the Distributor must be the 20^th day of the month in which the Tax Invoice is received, or if the 20^th day of the month is not a Working Day, the first Working Day after the 20^th day. However, if the Distributor fails to send a Tax Invoice to the Trader within 10 Working Days after the last day of the month to which the Tax Invoice relates, the due date for payment is extended by 1 Working Day for each Working Day that the Tax Invoice is late.

9.5 Other invoices:

(a) The Distributor may issue the Trader with:

(i) a Tax Invoice for payment for any other sums due to the Distributor under this Agreement; and

(ii) a Credit Note for payment of Service Guarantee Payments and any other sums due to the Trader under this Agreement.

(b) The Trader may issue the Distributor with a Tax Invoice for Service Guarantee Payments and any other sums due to the Trader under this Agreement.

(c) Any Tax Invoice or Credit Note issued under clause 9.5(a) or (b) must be issued within 10 Working Days of the end of the month to which the Tax Invoice or Credit Note relates.

The settlement date for any Tax Invoice issued under clause 9.5(a) or (b) is the 20^th day of the month in which the Tax Invoice is received or, if the 20^th day of the month is not a Working Day, the first Working Day after the 20^th day. If the Distributor or the Trader (as the case may be) fails to send a Tax Invoice to the Trader or the Distributor (as the case may be) within 10 Working Days after the last day of the month to which the Tax Invoice relates, the due date for payment is extended by 1 Working Day for each Working Day that the Tax Invoice is late.

9.6 Interest on late payment: Subject to clause 9.7, the Trader or the Distributor (as the case may be) must pay any Tax Invoice issued under this clause 9. If any part of a Tax Invoice that is properly due in accordance with this Agreement is not paid by the due date, Default Interest may be charged on the outstanding amount for the period that the Tax Invoice remains unpaid.

9.7 Disputed invoices: If the Trader or the Distributor disputes a Tax Invoice (or a Revision Invoice, as applicable) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must:

(a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and:

(i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or

(ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or

(b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses

9.4 or 9.5; and

(c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

9.8 Incorrect invoices: If it is found that a party has been overcharged or undercharged, and the party has paid the Tax Invoice (or a Revision Invoice, as applicable) containing the overcharge or undercharge, within 20 Working Days after the error has been discovered and the amount has been agreed between the parties, the party that has been overpaid must refund to the other party the amount of any such overcharge or the party that has underpaid must pay to the other party the amount of any such undercharge, in both cases together with a Use of Money Adjustment on the overcharged or undercharged amount applying for the period commencing on the date of the original payment and ending when re-payment is made, provided that neither party has the right to receive a compensating payment in respect of an overcharge or undercharge if more than 18 months has elapsed since the date of the Tax Invoice containing the overcharge or undercharge.

9.9 No set-off: Both parties must make the payments required to be made to the other under this Agreement in full without deduction of any nature whether by way of set-off, counterclaim or otherwise except as otherwise set out in clause 9.7 or as may be required by law.

9.10 Reduction of charges due to electricity supply interruption: If, as a consequence of a fault on the Network, there is a continuous interruption affecting a Customer’s Point of Connection for 24 hours or longer, the Distributor must:

(a) advise the Trader of the ICPs that are so affected either as part of the invoicing information for the next monthly billing cycle or separately prior to the next month’s billing cycle (for example by updating the registry status to “Inactive”, or by sending a separate report); and

(b) despite clauses 21 and 24, in the next monthly billing cycle, reduce the Distribution Services charges paid by the Trader in respect of the ICP or ICPs for that Customer during which supply of electricity was interrupted for longer than 24 continuous hours, by setting the billed quantities for each day during which the interruption continues and the day the interruption ends, but not the first day during which the interruption began, to zero.

9.11 Reduction of charges due to state of emergency: If, as a consequence of a declared state of emergency under the Civil Defence Emergency Management Act 2002, the Trader on the Customer’s behalf requests disconnection, and the ICP or ICPs cannot be accessed to be disconnected, the Distributor must, in the next monthly billing cycle, reduce the Distribution Services charges paid by the Trader in respect of the ICP or ICPs for that Customer for the number of complete days from the date disconnection was requested, by setting the billed quantities for those days to zero.

10. PRUDENTIAL REQUIREMENTS

10.1 Distributor may require Trader to comply with prudential requirements: The Distributor may, by giving notice to the Trader, require the Trader to comply with prudential requirements, in which case the Trader must, whether the notice is received before or after the commencement of this Agreement, comply with prudential requirements as follows:

(a) if the Trader is not trading on the Network, the Trader must comply with prudential requirements before the Trader starts trading on the Network; and

(b) if the Trader is trading on the Network, the Trader must comply with prudential requirements within 10 Working Days after receipt of the Distributor's notice.

10.2 Trader elects prudential requirements: If the Distributor requires the Trader to comply with prudential requirements in accordance with clause 10.1, the Trader must comply with either of the following prudential requirements:

(a) the Trader must maintain an acceptable credit rating at all times; or

(b) the Trader must provide and maintain at all times acceptable security by, at the Trader's election:

(i) providing the Distributor with a cash deposit of the value specified in clause

10.6 ("Cash Deposit"), which the Distributor must hold in a trust account that the Distributor must establish and operate in accordance with clause 10.26;

(ii) arranging for a third party with an acceptable credit rating to provide security in a form acceptable to the Distributor, of the value specified in clause 10.6; or

(iii) providing a combination of the securities listed in subparagraphs (i) and (ii) to the value specified in clause 10.6.

10.3 Acceptable credit rating: For the purposes of clause 10.2, an acceptable credit rating means that the Trader or the third party (as the case may be):

(a) carries a long term credit rating of at least:

(i) Baa3 (Moody's Investor Services Inc.);

(ii) BBB- (Standard & Poor's Rating Group);

(iii) B- (AM Best); or

(iv) BBB- (Fitch Ratings); and

(b) if the Trader or the third party (as the case may be) carries a credit rating at the minimum level required by paragraph (a), is not subject to a negative watch or any similar arrangement by the agency that gave it the credit rating.

10.4 Change in prudential requirements complied with: The Trader may elect to change the way in which it complies with prudential requirements by notifying the Distributor of the change at least 2 Working Days before the change occurring, in which case the parties must comply with clause 10.18. The change will come into effect on the intended date, provided that the Trader has complied with all its obligations under this Agreement, and on confirmation, satisfactory to the Distributor, that an alternative suitable form of security has been provided that satisfies the requirements of clause 10.2.

10.5 Evidence of acceptable credit rating: The Trader or third party (as the case may be) must provide such evidence that it has maintained or is maintaining an acceptable credit rating as the Distributor or its agent may from time to time reasonably require.

10.6 Value of security: The value of security required for the purposes of this clause 10 is the Distributor's reasonable estimate of the Distribution Services charges that the Trader will be required to pay to the Distributor in respect of any period of not more than 2 weeks, notified in writing by the Distributor to the Trader. If additional security is required in accordance with clause 10.7 ("Additional Security"), the Distributor's notice provided under clause 10.1 must state the amount of the Additional Security.

10.7 Distributor may require Additional Security: The Distributor may, by notice to the Trader, require the Trader to provide Additional Security. The amount of any Additional Security required must be such that the total value of all security required to be provided by the Trader under this Agreement is not more than the Distributor's reasonable estimate of the charges that the Trader will be required to pay to the Distributor under this Agreement in respect of any 2 month period.

10.8 If Additional Security required: If the Distributor requires the Trader to provide Additional Security:

(a) the Trader may elect the type of security that it provides in accordance with clause 10.2(b); and

(b) the parties must comply with clauses 10.16 and 10.18.

10.9 Additional Security requirements: The following provisions apply in respect of any Additional Security provided:

(a) if the Additional Security is in the form of a Cash Deposit, the Distributor must pay a charge to the Trader for each day that the Distributor holds the Additional Security at a per annum rate that is calculated as follows:

the Bank Bill Yield Rate for that day, plus 15 percentage points

(so that, by way of example, if the Bank Bill Yield Rate for the relevant day is 3%, the charge will be 18%)

(b) the parties agree that the charge calculated in accordance with paragraph (a) is a genuine and reasonable pre-estimate of the cost to the Trader of providing the Additional Security in the form of a Cash Deposit;

(d) if the Additional Security is in the form of security from a third party, the Distributor must pay a charge to the Trader for each day that the Distributor holds the Additional Security at a per annum rate of 3% on the amount of Additional Security held on that day;

(e) any money required to be paid by the Distributor to the Trader in accordance with this clause 10.9 must be paid by the Distributor to the Trader on a quarterly basis; and

(f) if the Trader provides an amount that is greater than the amount of Additional Security required by the Distributor as Additional Security, the charges set out in paragraph (a) will not be payable by the Distributor in relation to the amount provided in excess of the Additional Security required by the Distributor.

10.10 Estimating the value of security if the Trader is a new trader: If the Trader has not previously entered into a contract with the Distributor for access to the Network, the Distributor must estimate the value of security required under clause 10.6 for the first 6 months of this Agreement, subject to any reassessment of the value under this Agreement, having regard to:

(a) the Distributor’s historical records of the Distribution Service charges in respect of the relevant ICPs; or

(b) in the absence of such records, a bona fide business plan prepared by the Trader in good faith is necessary for the Distributor to determine the value of security that it requires from the Trader.

10.11 Review of the value of security: The Distributor may review, or the Trader may require the Distributor to review, the value of security required to be provided by the Trader at any time.

10.12 Trader to notify Distributor of changes affecting security: Subject to clause 10.14, the Trader must immediately notify the Distributor if any of the following occurs:

(a) the Trader no longer carries an acceptable credit rating; or

(b) the Trader has complied with prudential requirements by arranging for a third party to provide security in accordance with clause 10.2(b), and the Trader learns that the third party no longer carries an acceptable credit rating; or

(c) the Trader has reasonable cause to believe that its financial position is likely to be materially adversely impaired such that its ability to pay for Distribution Services will be affected.

10.13 Confidential Information: Any information provided by the Trader to the Distributor under clause 10.12 will be Confidential Information.

10.14 Public issuers and listed companies: For the purpose of clause 10.12, if the Trader (or its ultimate parent company) is a "listed issuer" for the purposes of the Financial Markets Conduct Act 2013, the Trader may require the Distributor to enter into a confidentiality and/or security trading prohibition agreement on terms reasonably satisfactory to the Trader before giving notice and disclosing information under clause 10.13, if and for so long as the Trader considers such information to be "inside information" as defined in that Act.

10.15 Distributor may make enquiries: If the Distributor believes that the Trader should have given notice under clause 10.12 and the Distributor has not received any such notice, the Distributor may enquire of the Trader as to whether it should have given such notice. Any such enquiry must be in writing and be addressed to the Chief Executive of the Trader. If notice should have been given, the Trader must give notice immediately, or if no notice is required, the Trader must respond to the Distributor in writing within 2 Working Days of receipt of the Distributor’s notice under this clause 10.15. Correspondence sent or received by either party under this clause is Confidential Information.

10.16 Change to value of security: If:

(a) the Distributor requires that the Trader provide Additional Security in accordance with clause 10.7; or

(b) following a review of the Trader's security in accordance with clause 10.11; or

(d) as the result of a failure by the Trader to respond to a request made under clause

10.15 within the timeframe set out in clause 10.15;

the Distributor or the Trader considers that the value of security should be increased or decreased, the Distributor must, acting reasonably, make a decision on what the value of security should be, and immediately notify the Trader of its decision and the grounds for that decision and must include in the notification details of the part of the security that constitutes Additional Security. To avoid doubt, failure by a Trader to respond to a request made under clause 10.15 within the required timeframe constitutes reasonable grounds for a Distributor to change the value of security required to be provided by the Trader.

10.17 Failure to maintain acceptable credit rating: If:

(a) on receipt of information contemplated by clauses 10.12 or 10.15; or

(b) as the result of a failure by the Trader to respond to a request made under clause

10.15 within the timeframe set out in clause 10.15,

the Distributor considers, acting reasonably, that the Trader is no longer able to maintain an acceptable credit rating in accordance with clause 10.2(a), and the Distributor still requires the Trader to comply with prudential requirements, the Distributor must notify the Trader of the value of acceptable security required in accordance with clause 10.2(b).

10.18 Distributor or Trader to effect changes in value or type of security: The Distributor or the Trader, as appropriate, must take all actions necessary to satisfy the requirement for

the increase or decrease in the value of security or change to the type of security, within 5 Working Days of notification under clause 10.4, 10.16, or 10.17. Refunds of Cash Deposits and reductions of the value of third party security required must be made in accordance with clauses 10.19 or 10.21.

10.19 Refund of Cash Deposit: If the Distributor refunds all or part of a Cash Deposit, it must refund all or part of the Cash Deposit into a bank account nominated by the Trader on the Working Day following the day on which the Distributor decided to, or is required to, refund the Cash Deposit.

10.20 Cash Deposit on Insolvency Event: If an Insolvency Event occurs in relation to the Trader:

(a) the Trader will not be entitled to a return of the Cash Deposit, other than as set out in clause 10.26(f); and

(b) if the Trader fails or has failed to pay an amount owing under this Agreement, full beneficial ownership of that amount (plus Default Interest) of the Cash Deposit (or if the Cash Deposit is less than the amount owing, the full amount of the Cash Deposit) will automatically transfer solely to the Distributor and the Distributor will be entitled to draw down that amount (plus Default Interest), on 2 Working Days' notice to the Trader.

10.21 Reduction of third party security: If the Distributor decreases the value of third party security required in accordance with this Agreement, the Trader may arrange for the issuing of new third party security for the lesser value, in satisfaction of clause 10.2(b)(ii), which will replace the earlier third party security.

10.22 When Distributor may make a call on security: The Distributor may make a call on security in accordance with clause 10.23 if:

(a) the Trader has provided security for the purpose of clause 10.2(b); and

(b) the Trader fails to pay an amount due under this Agreement; and

10.23 Calls on security: If this clause applies in accordance with clause 10.22, the Distributor may, on 2 Working Days' notice to the Trader (or immediately in the case of deemed Cash Deposit under clause 10.25), call on the security as follows:

(a) if the Trader provided a Cash Deposit (which includes a deemed Cash Deposit), full beneficial ownership of the amount owing (plus Default Interest) of the Cash Deposit will automatically transfer solely to the Distributor effective from the expiry of the 2 Working Day notice period or immediately (as applicable) and the Distributor may draw down and apply the amount owed (including Default Interest) from the Cash Deposit;

(b) if the Trader arranged for a third party to provide security, the Distributor may call on the provider of a third party security to pay the amount owed in accordance with the security; and

10.24 Requirement to maintain security: To avoid doubt, if the Distributor draws down some or all of a Cash Deposit held by the Distributor under this Agreement, or calls on the provider of a third party security, the Trader must within 5 Working Days take all steps necessary to ensure that the Trader maintains acceptable security of the value specified in clause 10.6 and the value of any Additional Security required by clause 10.7 (as such may be reviewed by the Distributor in accordance with clause 10.11), as required by clause 10.2(b).

10.25 Third party security may be released: If the provider of third party security makes a payment to the Distributor in order to be released from its obligations under that security, such payment will be deemed to constitute a Cash Deposit provided by the Trader in substitution for the third party security and must be dealt with in accordance with clause 10.26.

10.26 Trust Account Rules: If the Distributor receives a Cash Deposit:

(a) the Cash Deposit must be held in a trust account in the name of the Trader, to be applied or distributed only on the terms of this Agreement, or as otherwise agreed by the parties;

(b) the Distributor must establish a trust account with a New Zealand registered bank ("the Bank") for the purpose of holding the Cash Deposit ("Trust Account");

(c) the Distributor must obtain acknowledgement from the Bank that the Cash Deposit is held on trust in the Trust Account and that the Bank has no right of set- off or right of combination in relation to the Cash Deposit;

(d) the Trader must inform the Distributor of the bank(s) that the Trader uses for its banking purposes and if the Trader changes banks;

(e) the Trust Account must bear interest at the best on call rate reasonably available from time to time from the Bank. The Distributor must pay the Trader the interest earned on the Cash Deposit (except for the amount of the Cash Deposit that is Additional Security, in respect of which a charge should be paid in accordance with clause 10.9) on a quarterly basis net of account fees and any amounts required to be withheld by law, unless the parties agree otherwise;

(f) if this Agreement is terminated, the Distributor must refund any Cash Deposit (less any amount owed to the Distributor plus any interest not yet paid to the Trader) to the Trader in accordance with clause 10.19, provided that the Trader:

(i) is not otherwise in default of this Agreement;

(ii) has ceased to be bound by this Agreement; and

(iii) has discharged all obligations under this Agreement to the Distributor, including payment of all outstanding amounts under this Agreement; and

(g) the Distributor must provide the Trader with an annual report in respect of the operation of the Trust Account if requested by the Trader.

10.27 Release of third party security: If this Agreement is terminated, the Distributor must release any third party security, provided that the Trader has met all of the requirements set out in clause 10.26(f).

PART III – OPERATIONAL REQUIREMENTS

11. ACCESS TO THE CUSTOMER'S PREMISES

11.1 Rights of entry onto Customer's Premises: The Trader must, subject to clause 29.1, include in each of its Customer Agreements a requirement that the Customer provide the Distributor and its agents with safe and unobstructed access onto the Customer's Premises for all of the following purposes:

(a) to inspect, maintain, operate, or upgrade (provided that the upgrade does not have any material adverse effect on the relevant Customer or Customer's Premises) the Distributor's Equipment;

(b) to install, read, maintain, or upgrade (provided that the upgrade does not have any material adverse effect on the relevant Customer or Customer's Premises) Metering Equipment that is owned by the Distributor;

(d) to access the Trader's Equipment to verify metering information, including, in the event of termination of this Agreement, to determine any charges outstanding at the time of termination;

(e) for the safety of persons or property;

(f) to ensure that the Customer fulfils its obligations in accordance with clause 12.7;

(g) to enable the Distributor to gain access to and remove any of the Distributor’s Equipment following the termination of the Customer Agreement for the period ending 6 months after the date that termination takes effect; and

(h) to comply with the law in relation to the provision of Distribution Services.

11.2 Exercise of access rights: In exercising its access rights under clause 11.1, the Distributor must, except to the extent that the Distributor has any other binding agreement setting out its access rights directly with the Customer:

(a) comply with sections 23A to 23D, 57, and 159 of the Electricity Act 1992 as though these sections relate to the Distributor's access rights as contemplated under clause 11.1, provided that the Distributor must give written notice to a Customer if the Distributor intends to access the Customer’s Premises for any reason (except if the Distributor requires access to carry out a routine inspection or operation of the Distributor's Equipment, or in an emergency situation);

(b) ensure that it has appropriate procedures in place for the secure storage, use, and return of any key to and any security information about the Customer’s Premises;

(c) cause as little disturbance or inconvenience as practicable to the Trader and the Customer (including minimising any direct impact on the Customer's property) and ensure that its personnel:

(i) behave in a courteous, considerate, and professional manner at all times while on the Customer's Premises;

(ii) carry identification that shows they are authorised personnel of the Distributor; and

(iii) if practicable, identify themselves to the Customer before entering the Customer's property; and

(iv) comply with the Customer's reasonable requirements, practices, and procedures as disclosed by the Customer or as generally practised for health and safety, and security requirements.

11.3 Distributor may disconnect: The Trader must, subject to clause 29.1, include in its Customer Agreement a provision to the effect that if the Customer breaches the provisions of its Customer Agreement that require it to give the Distributor access to the Distributor’s Equipment on the Customer’s Premises, and the breach is material or persistent, the Distributor may disconnect the Customer’s ICP from the Network and access the Customer’s Premises to reclaim the Distributor’s Equipment, provided that:

(a) if access was required for a purpose described in clause 11.1(a), (b), (d), or (g), the Distributor or Trader gave the Customer 10 Working Days’ notice of access being required (if access is required for a purpose described in clause 11.1(c), (e), or (f), such notice is not required); and

(b) if access is required for a purpose described in clause 11.1(h), the Distributor or Trader gave the Customer 10 Working Days’ notice of access being required (unless the period of notice is specified under the relevant law, in which case the notice period specified under the relevant law applies); and

(c) if the disconnection is a Temporary Disconnection, the Distributor has complied with the relevant provisions of Schedule 6.

11.4 Costs of disconnection: The Distributor will not be liable for any loss the Trader may suffer or incur as a result of a disconnection carried out because the Customer has not given the Distributor access in accordance with the relevant Customer Agreement. The Trader must reimburse the Distributor for all of the Distributor's reasonable costs incurred in relation to the disconnection and any reconnection.

11.5 Existing agreement will prevail: In the event of a conflict between clause 11 and any provision of any existing agreement between the Customer and Distributor with respect

to the Distributor's access rights to the Customer's Premises, the provisions of the existing agreement between the Distributor and Customer will prevail to the extent of such conflict.

12. GENERAL OPERATIONAL REQUIREMENTS

12.1 Interference or damage to Distributor's Equipment by Customers: The Trader must, subject to clause 29.1, include in each of its Customer Agreements a requirement that, during the term of the Customer Agreement and until the end of the period ending on the earlier of 6 months after the termination of the Customer Agreement or the date on which a new Customer Agreement is entered into in respect of the relevant ICP, the Customer must not interfere with or damage, and must ensure that its agents and invitees do not interfere with or damage, the Distributor's Equipment without the prior written consent of the Distributor (except to the extent that emergency action has to be taken to protect the health or safety of persons or to prevent damage to property).

12.2 Costs of making good any damage: The Trader must, subject to clause 29.1, include in each of its Customer Agreements a requirement that, if any of the Distributor's Equipment is damaged by the negligence or wilful act or omission of the Customer or the Customer’s agents or invitees, the Customer must pay the cost of making good the damage to the Distributor.

12.3 Interference or damage to Distributor’s Equipment or Network by Trader: The Trader must ensure that it and its employees, agents, and invitees do not interfere with or damage the Distributor’s Equipment or Network (including, without limitation, for a period of 6 months after termination of this Agreement) without the prior written consent of the Distributor (except to the extent that emergency action has to be taken to protect the health or safety of persons or to prevent damage to property).

12.4 Costs of making good any damage: If any of the Distributor's Equipment is damaged by the negligence or wilful act or omission of the Trader or the Trader's employees, agents, or invitees, the Trader must pay the cost of making good the damage to the Distributor.

12.5 Interference or damage to Trader's Equipment or Customer’s Installations: The Distributor must ensure that it and its employees, agents and invitees do not interfere with or damage the Trader's Equipment or the Customer’s Installation (including, without

limitation, for a period of 6 months after termination of this Agreement) without the prior written consent of the Trader or the Customer (as the case may be) (except to the extent that emergency action has to be taken to protect the health or safety of persons or to prevent damage to property).

12.6 Costs of making good any damage: If the Trader's Equipment or the Customer’s Installation is damaged by the negligence or wilful act or omission of the Distributor or the Distributor's employees, agents, or invitees, the Distributor must pay the cost of making good the damage to the Trader or the Customer (as the case may be). This clause 12.6 is for the benefit of the Customer and may be enforced by the Customer under the Contract and Commercial Law Act 2017. This clause may be varied by agreement between the parties

without the consent of any Customer.

12.7 Interference with Network: The Trader must, subject to clause 29.1, include in each of its Customer Agreements a provision to the effect that the Customer must not:

(a) inject or attempt to inject any electricity into the Network, unless the Customer is also a Distributed Generator and there is a Connection Contract in place between the Distributed Generator and the Distributor; or

(b) without the prior written agreement of the Distributor, convey or receive or attempt to convey or receive any signal or other form of communication or any other thing (other than electricity in accordance with this Agreement and load control signals transmitted by or with the written consent of the Distributor) over the Network or cause or permit any other person to do so.

12.8 Connection of Distributed Generation: The Distributor and the Trader must comply with their obligations under Part 6 of the Code, in respect of connecting Distributed Generation. The Trader must:

(a) purchase electricity from Distributed Generation connected to the Network only if the Trader has confirmation from the Distributor that there is a Connection Contract in place between the Distributed Generator and the Distributor; and

(b) notify the Distributor if the Trader has reasonable grounds to suspect that a Distributed Generator does not have a Connection Contract with the Distributor and has connected its Distributed Generation directly or indirectly to the Network.

12.9 Changes to GXPs: The following procedure will apply if the Distributor proposes to construct and operate, or agree with a Grid Owner to have constructed and operated, a new GXP, or permanently disconnect the Network from a GXP (a "Proposal");

(a) the Distributor must give the Trader notice of the following:

(i) the ICPs, groups of ICPs ,or geographical area(s) that will be affected by the Proposal; and

(ii) an estimate of the overall costs of the Proposal and a description of any benefits of the Proposal;

(b) the Distributor must consult with the Trader about the Proposal for a reasonable period of time; and

(c) if, at the conclusion of the consultation, the Distributor decides to proceed with the Proposal (including the Proposal as changed as a result of the consultation), the Distributor must give the Trader at least 20 Working Days' notice of the date on which the commissioning of a new GXP, or permanent disconnection of the Network from a GXP, is expected to be complete.

12.10 Notification of interference, damage, or theft: If the Distributor or Trader discovers any interference or damage to the other party's equipment or the Customer's Installation, or evidence of theft of electricity, loss of electricity, or interference with the Network, the discovering party must notify the affected party as soon as it is practicable to do so.

12.11 Additional Metering Equipment: Either party may, at its own cost, install and maintain additional Metering Equipment (whether owned by that party or by a third party) for metering data verification purposes or other purposes, provided that it complies with Part 10 of the Code and:

(a) the additional Metering Equipment does not interfere with any other equipment owned or used by the other party; and

(b) the party installing the additional Metering Equipment ensures that it is installed and maintained in accordance with Good Electricity Industry Practice.

12.12 Responsibility for damages: If the party installing or maintaining additional Metering Equipment (the "First Party") causes damage to the equipment or invalidates the existing Metering Equipment certification of the other party, the First Party must:

(a) meet the cost of making good the damage or recertifying the Metering Equipment (including the cost of any fines or penalties imposed under the Code as a result of the damage or invalidation of certification); and

(b) if the damage invalidates the existing Metering Equipment certification, and the other party incurs costs because of its use of the Metering Equipment during the period of non-certification, the First Party must reimburse the other party for those costs, except to the extent that the indemnified party knew or ought reasonably to have known that the Metering Equipment was uncertified.

Nothing in this clause affects any rights or obligations that a party has under Part 10 of the Code or any other law.

12.13 Safe Housing of Equipment: The Trader must, subject to clause 29.1, include in each of its Customer Agreements (subject to any written agreement between the Trader and the Distributor) an undertaking by the Customer to provide and maintain, at no cost to the Distributor, suitable space for the safe and secure housing of any of the Distributor’s Equipment relating primarily to the connection to the Network of Points of Connection at the Customer’s Premises that the Distributor determines is necessary.

12.14 The Network: The Trader must, subject to clause 29.1, include in each of its Customer Agreements an acknowledgement by the Customer that:

(a) the Network, including any part of the Network situated on Customer’s Premises, is and will remain the sole property of the Distributor; and

(b) no provision of the Customer Agreement nor the provision of any services by the Distributor in relation to the Network will confer on the Customer or any other person any right of property or other interest in or to any part of the Network or any Distributor’s Equipment that is used to provide any such services.

13. NETWORK CONNECTION STANDARDS

13.1 Access to standards: The Distributor must advise the Trader how the Trader and Customers can access the current version of the Distributor's Network Connection Standards.

13.2 Provisions in Customer Agreements: The Trader must:

(a) subject to clause 29.1, include in each of its Customer Agreements an undertaking that the Customer must ensure that the Customer Installation complies at all times with Network Connection Standards and all relevant legal requirements; and

(b) include in each of its Customer Agreements a statement advising how the Customer can access the current version of the Distributor's Network Connection Standards.

13.3 Notification of non-complying Installation: If the Trader becomes aware that a Customer's Installation does not comply with the Network Connection Standards, the Trader must notify the Distributor of the ICP identifier of the Customer's Installation and the details of

the non-compliance as soon as practicable after becoming aware of the non-compliance. The Distributor must promptly investigate the non-compliance and keep the Trader informed of the actions taken to resolve the non-compliance.

14. MOMENTARY FLUCTUATIONS AND POWER QUALITY

14.1 Provisions in Customer Agreements: Subject to clause 29.1, the Trader must:

(a) include in each of its Customer Agreements an acknowledgement that the Customer recognises that surges or spikes:

(i) are momentary fluctuations in voltage or frequency that can occur at any time;

(ii) may cause damage to the Customer’s sensitive equipment; and

(iii) are not treated as interruptions; and

(b) advise each of its Customers of the steps the Customer should take to protect their sensitive equipment from such surges or spikes, or inform the Customer of where to find information about the steps the Customer should take.

14.2 Customer concerns about power quality: If a Customer, or the Trader on behalf of a Customer, raises a concern with the Distributor regarding the power quality (i.e. frequency or voltage), reliability or safety of the Customer's supply, the Distributor must, other than where it considers on reasonable grounds that the matter raised is trivial or is materially the same as a matter previously raised by the Customer or Trader and there has been no relevant change in circumstances, investigate the concern in accordance with Schedule 1 and advise the Customer, or the Trader on behalf of the Customer (as applicable), of the results of the investigation.

15. CUSTOMER SERVICE LINES

15.1 Responsibility for Customer Service Lines: The Trader must, subject to clause 29.1, include in each of its Customer Agreements a statement to the effect that it is the Customer's responsibility to maintain the Customer Service Lines in a safe condition using a suitably qualified person, except if, and to the extent that, the Distributor:

(a) is required by law to provide and maintain the Customer Service Lines; or

(b) has agreed with the Customer to maintain the Customer Service Lines.

16. TREE TRIMMING

16.1 Customer Agreements to provide Customer is responsible for tree trimming: Subject to any written agreement between a Customer and the Distributor, and any statutory provision, the Trader must ensure that each of its Customer Agreements provides that the Customer must comply with its obligations under the Electricity (Hazards from Trees) Regulations 2003 in respect of any trees that the Customer has an interest in that are near any line that forms part of the Network.

16.2 Distributor obligations: The Distributor must comply with the Electricity (Hazards from Trees) Regulations 2003.

17. CONNECTIONS, DISCONNECTIONS, AND DECOMMISSIONING

17.1 Policies and procedures: The Distributor and the Trader must comply with the provisions of this clause and the policies and procedures set out in Schedule 6 and the relevant provisions of the Code in respect of carrying out:

(a) new connections to the Network;

(b) capacity changes to existing connections;

(d) Vacant Site Disconnections and associated reconnections;

(e) Decommissioning; and

(f) connections that incorporate Unmetered Load.

17.2 Information exchange: When exchanging information related to a Network connection, the Distributor and Trader must comply with the relevant EIEPs set out in Schedule 3.

17.3 Warranted Persons: The Distributor and Trader must each ensure that any person that it engages to carry out any activity related to Energising, De-energising, and Decommissioning an ICP that requires work on the Network, or performing any other work on the Network, is a Warranted Person.

17.4 Medically dependent and vulnerable Customers: The Distributor and the Trader must comply with the requirements of the Code relating to medically dependent Customers or vulnerable Customers (if any).

17.5 Unmetered Load: If the Network includes 1 or more ICPs across which Unmetered Load is shared for which the Trader is responsible:

(a) the Trader must provide information about each such ICP to the Registry in accordance with the requirements specified in the Code; and

(b) the Distributor must:

(i) maintain a database of all such ICPs that includes all information necessary to support the Registry;

(ii) if the Distributor becomes aware of any change to any Unmetered Load, update the database and the Registry and notify the Trader of those changes in accordance with the Code; and

(iii) if the Trader notifies the Distributor that Unmetered Load is shared between 2 or more ICPs, and if requested by the Trader, allocate the Unmetered Load to the appropriate ICP and advise the Trader, and all other affected traders, of the allocation in accordance with the Code; and

(c) the Trader and the Distributor must align their processes and populate the Registry, including in particular the format of Unmetered Load data populated in the Registry, in accordance with the requirements of the Code relating to unmetered load management (if any).

17.6 Decommissioning subject to continuance of supply obligations: The parties acknowledge that the Distributor’s right to Decommission an ICP is subject to subpart 3 of Part 4 of the Act.

PART IV – OTHER RIGHTS

18. BREACHES AND EVENTS OF DEFAULT

18.1 Breach of Agreement: Subject to clause 18.6, if either party (the "Defaulting Party") fails to comply with any of its obligations under this Agreement, the other party may notify the Defaulting Party that it is in breach of this Agreement. The Defaulting Party must remedy a breach within the following timeframe:

(a) in the case of a Serious Financial Breach by the Trader, within 2 Working Days of the date of receipt of such notice; or

(b) in any other case, within 5 Working Days of the date of receipt of such notice.

18.2 Distributor may exercise other remedies for Serious Financial Breaches: If the Trader has provided acceptable security in accordance with clause 10.2(b), and the Trader has committed a Serious Financial Breach of the type described in paragraph (a) or paragraph

(b) of the definition of Serious Financial Breach, the Distributor may give notice to the Trader under clause 18.1 and a notification under clause 18.4, but only if:

(a) the value of the acceptable security is less than the amount required to remedy the Serious Financial Breach; or

(b) the Trader has arranged for a third party to provide acceptable security in accordance with clause 10.2(b)(ii) or (iii), and the Distributor has called on the third party to make payment in accordance with clause 10.23(b), and the third party has failed to do so within 2 Working Days after receiving notice from the Distributor to do so.

18.3 Failure to remedy breach is Event of Default: If the Defaulting Party fails to remedy the breach within the relevant timeframe set out in clause 18.1:

(a) the breach is an Event of Default for the purposes of this Agreement;

(b) the other party must use reasonable endeavours to speak with the Chief Executive or another senior executive of the Defaulting Party in relation to the Event of Default, and to notify him or her of the other party’s intention to exercise its rights under this clause 18; and

18.4 Options for certain Events of Default: If the Event of Default is any of the following:

(a) a Serious Financial Breach (in the case of the Trader only);

(b) a material breach of the Defaulting Party’s obligations under this Agreement that is not in the process of being remedied to the reasonable satisfaction of the other party; or

(c) the Defaulting Party has failed on at least 2 previous occasions within the last 12 months to meet an obligation under this Agreement within the time specified and has received notice of such failures from the other party in accordance with clause

18.1 and, whether each individual failure is in itself material or not, if all such failures taken cumulatively materially adversely affect the other party’s rights or the other party’s ability to carry out its obligations under this Agreement or, if the Defaulting Party is the Trader, the Distributor’s ability to carry out its obligations under any agreement with any other electricity trader,

then no earlier than 1 Working Day after the end of the timeframe set out in clause 18.1, the other party may do any 1 or more of the following:

(d) issue a notice of termination in accordance with clause 19.2;

(e) if the Defaulting Party is the Trader, the Distributor may issue a notice prohibiting the Trader from trading at any ICPs on the Distributor's Network at which the Trader was not already trading on the date of the notice;

(f) exercise any other legal rights available to it; and

(g) if the breach is a Serious Financial Breach by the Trader, the Distributor may notify the Electricity Authority and/or the clearing manager that clause 14.41(h) of the Code applies.

18.5 Breaches that are not Events of Default: If a breach is not an Event of Default, the non- breaching party may:

(a) refer the matter to Dispute resolution in accordance with clause 23 no earlier than 1 Working Day after the end of the timeframe set out in clause 18.1; and

(b) exercise any other legal rights available to it.

18.6 Insolvency Event: Despite clause 18.1, if either party is subject to an Insolvency Event, the other party may:

(a) immediately issue a notice of termination in accordance with clause 19.2;

(b) exercise any other legal rights available to it; and

(c) if the Insolvency Event involves a Serious Financial Breach by the Trader, the Distributor may notify the Electricity Authority and/or the clearing manager that clause 14.41(h) of the Code applies.

19. TERMINATION OF AGREEMENT

19.1 Termination: In addition to any other termination right in this Agreement, a party may terminate this Agreement as set out below:

(a) Termination by agreement: both parties may agree to terminate this Agreement;

(b) Dispute resolution: either party may terminate this Agreement in accordance with any agreement reached or determination made as a result of the Dispute resolution process set out in clause 23 if the other party has committed a breach that (in the case of the Trader) is not a Serious Financial Breach;

(c) Illegality: either party may terminate this Agreement 1 Working Day after notice is given by either party to the other party terminating this Agreement for the reason that performance of any material provision of this Agreement by either party has to a material extent become illegal and the parties acting reasonably agree that despite the operation of clause 32.4 it is not practicable for this Agreement to continue;

(d) Termination by Trader if Trader not supplying electricity on Network: the Trader may terminate this Agreement by giving 5 Working Days' notice to the Distributor if the Trader is not supplying electricity to any Customer through the Network;

(e) Termination by Distributor if Trader not supplying electricity on Network: the Distributor may terminate this Agreement by giving 5 Working Days' notice following any continuous period of 180 Working Days or more during which the Trader has not supplied any Customers with electricity through the Network; or

(f) Force majeure: either party may terminate this Agreement by giving 10 Working Days' notice to the other party, if:

(i) notice of a Force Majeure Event is given by either party to the other under clause 21.3; and

(ii) the Force Majeure Event is of such magnitude or duration that it is impracticable or unreasonable for the party giving notice of termination to remain bound by its obligations under this agreement, provided that if the party who wishes to terminate this agreement is the party that gave notice of the Force Majeure Event, the party has complied with clauses 21.3 and 21.4.

19.2 Termination for Event of Default or Insolvency Event: In addition to any other termination right in this Agreement, if a party has breached this Agreement and the breach is an Event of Default of any of the types described in clause 18.4(a)-(c), or a party has become subject to an Insolvency Event, the other party may (immediately in the case of an Insolvency Event, and not less than 1 Working Day after the end of the timeframe set out in clause 18.1 in the case of an Event of Default) issue a notice of termination to the defaulting party, effective either:

(a) no less than 5 Working Days after the date of such notice; or

(b) immediately if the Trader has ceased to supply electricity to all Customers.

19.3 Extending effective date of notice of termination: A party that has given a notice under clause 19.2 may give a notice extending the date on which the notice given under clause

19.2 takes effect.

19.4 Notice of termination lapses: A notice of termination given under clause 19.2 will lapse if the defaulting party remedies the Event of Default or Insolvency Event (as applicable) prior to the notice of termination becoming effective or the other party withdraws the effective date of its notice.

19.5 Termination not to prejudice rights: Termination of this agreement by either party will be without prejudice to all other rights or remedies of either party, and all rights of that party accrued as at the date of termination.

19.6 Trader remains liable for charges for remaining Customers: If this Agreement is terminated for any reason, the Trader remains liable to pay any charges for Distribution Services that arise in relation to connected Customers that have not been switched to another trader, or whose ICPs have not been disconnected by the Distributor (unless the Distributor has received notice to disconnect the ICPs and has not done so, in which case the Trader will not be liable to pay any charges for Distribution Services in respect of the ICP from the date that is 2 Working Days after the date the Distributor received the notice to disconnect the ICP). The Distributor may charge for such Distribution Services at the prices that apply at the time of termination.

19.7 Obligations to continue until termination: The parties must continue to meet their responsibilities under this Agreement up to the effective date of termination.

19.8 Events to occur on and from termination: If this Agreement is terminated:

(a) on the effective date of termination, the parties must have returned or certified the destruction of the other party’s Confidential Information; and

(b) from the effective date of termination, both parties must co-operate to transfer the Trader's Customers to another trader as soon as possible after the date of termination so that the Trader ceases to trade on the Network.

19.9 Survival of terms: Any terms of this Agreement that by their nature extend beyond its expiration or termination remain in effect until fulfilled.

20. CONFIDENTIALITY

20.1 Commitment to preserve confidentiality: Each party to this Agreement undertakes that it will:

(a) preserve the confidentiality of, and will not directly or indirectly reveal, report, publish, transfer, or disclose any Confidential Information provided to it by the other party except as provided for in clause 20.2; and

(b) only use Confidential Information provided to it by the other party for:

(i) the purposes of performing its obligations or exercising its rights under this Agreement (subject to any restrictions on the use of the information set out in this Agreement); and

(ii) any other purposes expressly permitted by this Agreement or agreed by the parties.

20.2 Disclosure of Confidential Information: Either party may disclose Confidential Information in any of the following circumstances:

(a) By agreement in writing: if the Trader and Distributor agree in writing to the disclosure of the information;

(b) Provided in this Agreement: if disclosure is expressly provided for under the terms of this Agreement;

(c) Public domain: if at the time of receipt by the party the Confidential Information is in the public domain or if, after the time of receipt by either party, the Confidential Information enters the public domain (except where it does so as a result of a breach by either party of its obligations under this clause 20 or a breach by any other person of that person’s obligation of confidence);

(d) Required to disclose: if either party is required to disclose Confidential Information by:

(i) law, or by any statutory or regulatory body or authority; or

(ii) any judicial or other arbitration process; or

(iii) the regulations of any stock exchange on which the share capital of either party is from time to time listed or dealt in;

(e) To employees, directors, agents, or advisors: if the Confidential Information is disclosed to an employee, director, agent, or advisor of the party, provided that:

(i) the information is disseminated only on a "need to know" basis;

(ii) recipients of the Confidential Information must be made fully aware of the party’s obligations of confidence in relation to the information; and

(iii) any copies of the information clearly identify it as Confidential Information;

(f) To bona fide potential purchaser: if the Confidential Information is disclosed to a bona fide potential purchaser of the business or any part of the business of the Distributor or the Trader, subject to that bona fide potential purchaser having signed a confidentiality agreement enforceable by the other party in a form that reflects the obligations in the agreement; and

(g) To Customer: if the Confidential Information relates to a Customer, and the Customer has requested the information.

20.3 Limit for breach: A party’s liability for breach of this clause 20 will not be limited by clause 24.

20.4 Unauthorised disclosure: To avoid doubt, a party will be responsible for any unauthorised disclosure of Confidential Information made by that party’s employees, directors, agents, or advisors and by a bona fide potential purchaser to whom Confidential Information has been disclosed by that party under clause 20.2(f).

20.5 Customer information received in error: Each party undertakes and agrees that if it or anyone acting on its behalf receives any information (including consumption data) directly or indirectly from the other party in error, it will:

(a) promptly notify the other party in writing of the receipt of such information;

(b) keep such information confidential;

(d) promptly return the information to the other party or destroy the information upon request by the other party.

The parties acknowledge and agree that this clause 20.5 is for the benefit of all other traders on the Network and may be enforced by any of those other traders under the Contract and Commercial Law Act 2017. This clause 20.5 may be varied by agreement between the parties without the consent of any of those other traders.

21. FORCE MAJEURE

21.1 Force Majeure Event: A Force Majeure Event occurs if:

(a) a party fails to comply with or observe any provision of this Agreement (other than payment of any amount due);

(b) such failure is caused by:

(i) any event or circumstance occasioned by, or in consequence of, any natural disaster, being an event or circumstance:

(A) due to natural causes, directly or indirectly and exclusively without human intervention; and

(B) that could not have reasonably been foreseen or, if foreseen, could not reasonably have been resisted;

(ii) strikes, lockouts, other industrial disturbances, acts of public enemy, wars, terrorism, blockades, insurrections, riots, epidemics, aircraft or civil disturbances;

(iii) the binding order or requirement of any court, any government, any local authority, the Rulings Panel, the Electricity Authority, or the System Operator, which the party could not reasonably have avoided;

(iv) the partial or entire failure of supply or availability of electricity to the Network; or

(v) any other event or circumstance beyond the control of the party invoking this clause 21.1; and

(c) the failure did not occur because the party invoking this clause failed to act in accordance with Good Electricity Industry Practice.

21.2 No liability: A Force Majeure Event will not give rise to any cause of action or liability based on default of the provision that the party has failed to comply with or observe due to the Force Majeure Event.

21.3 Notice: If a party becomes aware that a Force Majeure Event may occur or has occurred, it must:

(a) notify the other party as soon as practicable that it is invoking this clause;

(b) provide the full particulars of the potential or actual Force Majeure Event; and

21.4 Avoidance and mitigation of effect of Force Majeure Event: The party invoking clause

21.1 must:

(a) use all reasonable endeavours to avoid or overcome the Force Majeure Event;

(b) use all reasonable endeavours to mitigate the effects or the consequences of the Force Majeure Event; and

21.5 No obligation to settle: Nothing in clause 21.4(a) is to be construed as requiring a party to settle a strike, lockout or other industrial disturbance by acceding, against its judgement, to the demands of opposing parties.

22. AMENDMENTS TO AGREEMENT

22.1 Changing this Agreement: A change may be made to this Agreement:

(a) by the written agreement of the parties;

(b) by the Distributor, if the change is a change to the information referred to in Schedule 7 and is made in accordance with clause 7;

(c) by either party if the change is required by law, by the party that considers the change is required giving notice to the other party of the change, the reason for the change, and the date on which the change will take effect. If a party does not agree that a change proposed is required by law, it may raise a dispute in accordance with clause 23; or

(d) by either party if the subject matter of the change is regulated by the Commerce Commission and the change is permitted or required as a result of a determination, decision, or direction of the Commerce Commission.

23. DISPUTE RESOLUTION PROCEDURE

23.1 Internal dispute resolution processes: The parties intend that, if possible, any differences between them concerning this Agreement will be resolved amicably by good faith discussion. When a difference or dispute arises in relation to this Agreement, including any question concerning its existence, validity, interpretation, performance, breach, or termination ("Dispute"), the party claiming the existence of a Dispute may provide notice describing such Dispute to the other party. If notice is provided, representatives of the parties must promptly meet to attempt to resolve the Dispute. Where the Dispute is not resolved by discussion between the parties within 15 Working Days of such notice being

Distributor: [insert full legal name of the Distributor and complete the block below]	Trader: [insert full legal name of the Trader and complete the block below]
Distributor's Details:	Trader's Details:
Street Address: [insert]	Street Address: [insert]
Postal Address: [insert]	Postal Address: [insert]
Address for Notices:	Address for Notices:
[insert]	[insert]
Contact Person's Details:	Contact Person's Details:
Phone: [insert]	Phone: [insert]
Fax: [insert]	Fax: [insert]
Website: [insert]	Website: [insert]
Email Address: [insert]	Email Address: [insert]

*SERVICE MEASURE*	*SERVICE LEVEL*	*CONDITIONS*
1. UNCONTROLLED ELECTRICITY SUPPLY CATEGORY
*1.1* *24 hour Continuous Supply: Time period when electricity supply is available*	Supply must, in normal supply circumstances, be continuously available 24 hours each day.	If a Customer has elected to receive 24 hour Continuous Supply and is charged on the basis of the relevant uncontrolled supply Price Category or Price Option in accordance with Schedule 7, the Distributor must maintain continuous electricity supply in accordance with this Agreement. Eligibility requirements for this category of electricity supply, including Metering Equipment requirements, are specified in Schedule 7.
2. CONTROLLED ELECTRICITY SUPPLY CATEGORIES
*2.1* *19 hour Controlled Supply: Time period when electricity supply is available*	Supply must, in normal supply circumstances, be available for a minimum of 19 hours each day.	If a Customer has elected to receive 19 hour Controlled Supply and is charged on the basis of the relevant Controlled Supply Price Category or Price Option in accordance with Schedule 7, the Distributor may control the relevant part of the Customer's load for a maximum period of 5 hours on any day. The Customer’s controlled Appliances must be connected (and remain connected) to a load control relay that operates as specified in Schedule 7. Metering Equipment requirements for this category of supply are specified in Schedule 7.
*2.2* *Controlled Night Supply with afternoon boost*: Time period when electricity supply is available	Supply must, in normal supply circumstances, be available in the following time periods: 11 pm to 7 am 1 pm to 3 pm. At other times the supply is De- energised.	If a Customer has elected to receive supply only within the specified time periods and be charged on the basis of the relevant controlled supply Price Category or Price Option in accordance with Schedule 7, the Distributor must provide the appropriate load control signals to switch the supply. The controlled Appliances must be connected (and remain connected) to a load control relay that operates in response to the load control signal, as specified in Schedule 7. Metering Equipment requirements for this category of supply are specified in Schedule 7.

*SERVICE MEASURE*	*SERVICE LEVEL*	*CONDITIONS*	*SERVICE GUARANTEE PAYMENT*
			Interruption, plus a further $150 for each complete 24hr period in excess of the time limit, subject to the general limit of liability.
*3.2* *Frequency of Service Interruptions*	Urban: No more than 4 per annum recorded by the Distributor or reported by the Customer; Rural: No more than 10 per annum recorded by the Distributor or reported by the Customer; and Remote Rural: No more than 20 per annum recorded by the Distributor or reported by the Customer.	The Service Measure includes Service Interruptions caused, or contributed to, by Transmission Interruptions.
4. POWER QUALITY
*4.1* *Frequency of voltage sags*	Urban: No more than 30 per annum recorded by the Distributor or reported by 1 or more Customers; Rural: No more than 40 per annum recorded by the Distributor or reported by 1 or more Customers; and Remote rural: No more than 50 per annum recorded by the	A voltage sag occurs when the supply voltage falls below 90% of the nominal supply voltage other than in the case of a momentary fluctuation. If no suitable means of measurement of voltage is permanently available (such as by advanced metering functionality), supply voltage must only be measured in response to a Customer complaint. Includes voltage sags caused, or contributed to,

*SERVICE MEASURE*	*SERVICE LEVEL*	*CONDITIONS*	*SERVICE GUARANTEE PAYMENT*
	Distributor or reported by 1 or more Customers.	by Transmission Interruptions.
*4.2* *Steady state supply voltage range*	Maintain voltage within ± 6% of nominal voltage at each point of supply.	Excludes momentary fluctuations. If no suitable means of measurement is permanently available (such as by advanced metering functionality), supply voltage must only be measured in response to a Customer complaint. Includes voltage excursions caused, or contributed to, by Transmission Interruptions.
5. INVESTIGATIONS OF CUSTOMER COMPLAINTS
*5.1* *Power quality, reliability and safety investigations*	The Distributor must, no later than 5 Working Days after receiving notification from the Trader or a Customer of a complaint about power quality, supply reliability or safety, investigate the complaint and respond to the Trader and/or Customer as appropriate. The response must indicate the Distributor’s findings related to the complaint and, if a problem is confirmed, the Distributor’s proposed remedy. If the investigation cannot be completed within 5 Working Days, the Distributor must provide within 7	For the purpose of this Service Measure, a power quality problem includes a problem relating to momentary voltage fluctuations, flicker, voltage harmonics, voltage phase imbalance, and voltage sags. However, in any event, the Distributor must complete its investigation and provide information to the Trader so that the Trader can offer a resolution to the Customer within the timelines set out in the Dispute Resolution Scheme. The Distributor must remedy any problems under its control in a timely manner, in accordance with Good Electricity Industry Practice.	$50 for exceeding any timeframe specified in the Service Level.

*SERVICE MEASURE*	*SERVICE LEVEL*	*CONDITIONS*	*SERVICE GUARANTEE PAYMENT*
	Working Days an estimate of the time it will take to complete such an investigation and the reason for requiring extra time.

Default distributor agreement for distributors and traders on local networks (interposed)