(c) persons holding Licences (such persons being obliged by conditions in their Licences to become Parties) and persons obliged to become Parties by a condition (if any) in an Exemption applicable to such persons;

(d) other persons who choose to become Parties.

1.2.3 Except in paragraphs 1.2.1, 1.2.2, 2 (other than 2.6) and 5.3, references to Parties in this Section A do not include BSCCo or the BSC Clearer.

1.3 Participation capacities

1.3.1 A Party may or will have one or more of the following capacities ("participation capacities") under the Code:

(a) the NETSO (being the Party which is the holder for the time being of the ESO Licence);

(b) a Distribution System Operator (being a Party which distributes electricity through a Distribution System);

(d) an Interconnector Error Administrator (being a Party which, in accordance with Section K5.4, is for the time being appointed in respect of an Interconnector by the Interconnected System Operator, and has agreed to act as such, or a Party which is otherwise required to act as such);

(e) an Interconnector Administrator (being a Party which, in accordance with Section K5.4, is for the time being appointed in respect of an Interconnector by the Interconnected System Operator, and has agreed to act as such);

(f) a Supplier (being a Party which holds a Supply Licence and is responsible for Exports and/or Imports in respect of which one or more SVA Metering Systems are required to be registered pursuant to Section K);

(g) a Virtual Lead Party (being a Party which, in accordance with Section K8, may register Secondary BM Units)

(h) a Virtual Trading Party (being a Trading Party which, in accordance with Section K8, may register Trading Secondary BM Units)

and, for the avoidance of doubt, the words in paragraphs (a) to (h) in parentheses, following each term, are by way of explanation and are not intended to affect or alter the definition of such terms set out in Annex X-1.

1.3.2 The participation capacities listed in paragraph 1.3.1 are not limiting of any other capacity of a Party which may be provided for or referred to in the Code.

1.4 Energy Accounts

1.4.1 Each of the following Parties shall hold a Production Energy Account and a Consumption Energy Account for the purposes of the Code:

(a) a Party which is or is to be responsible (as defined in Section K) for Imports and/or Exports of electricity at one or more Boundary Points;

(b) a Party which is or is to be appointed and agrees to act as an Interconnector Error Administrator in relation to an Interconnector;

(d) a Virtual Trading Party.

1.4.2 Subject to paragraph 1.4.3, no Party shall hold more than one Production Energy Account and more than one Consumption Energy Account and, accordingly, a Party which falls within more than one of the descriptions in paragraph 1.4.1(a), (b) or (c) shall hold one Production Energy Account and one Consumption Energy Account for all such activities.

1.4.3 If at any time the NETSO is appointed (other than pursuant to Section K5.4.5) as Interconnector Error Administrator in relation to an Interconnector, then the NETSO shall hold a Production Energy Account and a Consumption Energy Account in its capacity as Interconnector Error Administrator (and where it is so appointed in relation to more than one Interconnector, it shall hold separate such accounts in relation to each), in addition to and separately from Energy Accounts which it may hold pursuant to paragraph 1.4.1(c).

1.4A Virtual Balancing Accounts

1.4A.1 A Party that registers solely as a Virtual Lead Party shall hold a Virtual Balancing Account unless it has also registered as Virtual Trading Party or it has otherwise applied to hold Energy Accounts in accordance with paragraph 1.4.1(c). A Party may at any point in time only hold either a Virtual Balancing Account or Energy Accounts.

1.4A.2 No Party shall hold more than one Virtual Balancing Account.

2. ACCESSION

2.1 Admission of new Parties

2.1.1 Subject to paragraphs 2.1.2 and 2.2.5, any person shall be entitled to be admitted as a party to the Framework Agreement subject to and in accordance with the provisions of this paragraph 2.

2.1.2 A person which is for the time being a BSC Agent shall not be entitled to be a Party.

2.2 Accession Procedure

2.2.1 A person wishing to accede to the Framework Agreement (a "Party Applicant") shall submit to BSCCo:

(a) a duly completed application form in such form as BSCCo may from time to time prescribe giving its Party Details as at the time of its application;

(b) an undertaking from the Party Applicant (in the form prescribed in the application form) that the Party Details of such Party Applicant are complete and accurate in all material respects; and

2.2.2 Upon receipt of the items referred to in paragraph 2.2.1, BSCCo shall as soon as reasonably practicable:

(a) check that the application form has been duly completed by the Party Applicant and the relevant supporting documentation and Application Fee have been provided;

(b) notify:

(i) each Panel Member;

(ii) each Party; and

(iii) the Authority

of the name of the Party Applicant, and the participation capacities (if any) notified by the Party Applicant in its Party Details; and

2.2.3 Upon receipt by BSCCo of an Accession Agreement duly executed by a Party Applicant, BSCCo shall promptly:

(a) execute and deliver such Accession Agreement on behalf of all Parties;

(b) send a certified copy of such Accession Agreement, duly executed by the Party Applicant and BSCCo, to the Party Applicant;

(i) the Party Applicant;

(ii) each Panel Member;

(iii) each Party;

(iv) the Authority;

(v) each BSC Agent.

2.2.4 Subject to and in accordance with the provisions of this paragraph 2.2, each Party hereby irrevocably and unconditionally authorises BSCCo to execute and deliver on behalf of such Party any Accession Agreement duly executed by a Party Applicant, and to admit the Party Applicant as a Party.

2.2.5 No person shall enter into or accede to the Framework Agreement, unless that person has first:

(a) obtained from BSCCo, after giving an undertaking of confidentiality in the form required by and in compliance with the other requirements specified by BSCCo, a copy of the "IPR Litigation Requirements" document; and

(b) complied with the applicable requirements set out in that document.

2.2.6 For the purposes of paragraph 2.2.5:

(a) the "IPR Litigation Requirements" document is the document of that title prepared by BSCCo dated the Code Effective Date;

(b) BSCCo may amend and update such document from time to time as necessary provided that any such amendment shall not seek to impose obligations or restrictions on Party Applicants which are materially more onerous than those which applied prior to such amendment.

2.2.7 The requirements contained in paragraph 2.2.5 and all related requirements in the Code shall not apply to any person acceding to the Framework Agreement after 7th April 2003.

2.3 Disputes as to admission

2.3.1 If:

(a) there is any dispute as to whether a Party Applicant has fulfilled the requirements in paragraph 2.2 (including paragraph 2.2.5) and is entitled to be admitted as a party to the Framework Agreement; and

(b) the Authority determines, as provided by the ESO Licence, that such Party Applicant has fulfilled such requirements and is entitled to be so admitted,

subject to paragraph 2.2.5, such Party Applicant shall be admitted as a party to the Framework Agreement and BSCCo shall forthwith execute and deliver an Accession Agreement, duly executed by the Party Applicant, in order to effect such admission (and shall comply with the other provisions of paragraph 2.2.3).

2.3.2 If BSCCo fails to comply with paragraph 2.3.1 and the Authority directs the NETSO to admit the Party Applicant as a party to the Framework Agreement pursuant to the ESO Licence:

(a) subject to paragraph 2.2.5, the NETSO shall prepare an Accession Agreement to admit such Party Applicant and shall, on behalf of all Parties, execute and deliver such Accession Agreement, duly executed by the Party Applicant, and provide a copy to BSCCo (to enable it to comply with paragraphs 2.2.3(b) and (c));

(b) the NETSO shall be entitled to be reimbursed by BSCCo for its reasonable costs incurred in so doing.

2.3.3 Where the Authority directs the NETSO to admit a Party Applicant as a party to the Framework Agreement pursuant to the ESO Licence, each Party hereby irrevocably and unconditionally authorises the NETSO to execute and deliver on behalf of such Party an Accession Agreement, duly executed by such Party Applicant, to admit such Party Applicant.

2.4 Accession

2.4.1 The accession of a Party Applicant to the Framework Agreement shall be effective on and from the date of the Accession Agreement.

2.4.2 The admission of any person as a party to the Framework Agreement and/or the registration or absence of registration of a Party for any purposes of the Code shall not affect or limit in any way the responsibility of each Party to ensure that it complies with each of the requirements of the Code applicable to such Party and with any applicable Legal Requirements, or the rights and obligations of Parties if a Party fails so to comply.

2.5 Application fee

2.5.1 The Panel shall from time to time set the application fee payable by Party Applicants in connection with an application for admission as a party to the Framework Agreement.

2.5.2 The Application Fee shall not exceed the amount which in the Panel's opinion (at the time of setting such fee) represents the reasonable average costs of BSCCo in processing an application for admission as a party to the Framework Agreement.

2.5.3 The Application Fee paid by a Party Applicant shall not be refunded to such Party Applicant for any reason.

2.6 Withdrawal of a Party which does not commence trading

2.6.1 Subject to the further provisions of this paragraph 2.6 and unless the Panel otherwise agrees, if, by the expiry of a period of six months (or any extended period under paragraph 2.6.2) after the effective date of accession of a Party to the Framework Agreement, none of the steps specified in paragraph 2.6.3 has been taken by or in relation to such Party, then:

(a) BSCCo shall give notice to that effect to such Party;

(b) such Party shall automatically cease to be a Party (and cease to be a party to the Framework Agreement) with effect one month after the date on which BSCCo gives such notice (and such Party shall be treated as being a Discontinuing Party and as having withdrawn from the Code for the purposes of paragraph 5.3.1(a)).

2.6.2 The Panel may upon the application of the Party extend (on one or more occasions) the period of six months referred to in paragraph 2.6.1, and (where it has extended such period) may determine that a prior notice given by BSCCo to the Party under paragraph 2.6.1(a) shall be of no effect.

2.6.3 The steps are:

(a) the application to register a Metering System;

(b) the application to register a BM Unit;

(d) the appointment of such Party as Interconnector Administrator or Interconnector Error Administrator in relation to one or more Interconnectors.

2.6.4 Paragraph 2.6.1 shall not apply:

(a) to a Party which is the holder of a Licence or subject to a condition in an Exemption by virtue of which it is required to be a Party or to comply with the Code;

(b) for a period of fourteen months after the Go-live Date (or such longer period as the Panel may determine), to a Party which was a Pool Member as at the Go-live Date.

2.7 Novation Procedure

2.7.1 A person wishing to be admitted as a party to the Framework Agreement by novation (a "Novation Applicant") shall submit to BSCCo:

(a) a duly completed application form in such form as BSCCo may from time to time prescribe, signed by an Authorised Person, giving its Party Details as at the time of its application and enclosing a Novation Agreement signed by the Novation Applicant and the Party wishing to transfer its rights and obligations under an Accession Agreement ("Transferring Party");

(b) an undertaking from the Novation Applicant (in the form prescribed in the application form) that the Party Details of such Novation Applicant are complete and accurate in all material respects; and

2.7.2 Upon receipt of the items referred to in paragraph 2.7.1, BSCCo shall as soon as reasonably practicable:

(a) check that the application form has been duly completed by the Novation Applicant and the documentation required by paragraph 2.7.1 and the Novation Fee have been duly provided;

(b) notify:

(i) each Panel Member;

(ii) each Party; and

(iii) the Authority

of the name of the Novation Applicant and the Transferring Party, and the participation capacities (if any) notified by the Party Applicant in its Party Details; and

2.7.3 If:

(a) a Novation Applicant has fulfilled the requirements in paragraph 2.7.1; and

(b) at a meeting of the Panel the Panel determines, in its absolute discretion, that a novation request under paragraph 2.7.1 should be granted,

then such Novation Applicant shall be admitted as a party to the Framework Agreement and BSCCo shall forthwith date, execute and deliver a Novation Agreement, duly executed by the Novation Applicant, in order to effect such admission and give notice of the admission of such Novation Applicant as a Party, and the replacement of the Transferring Party, to:

(i) the Novation Applicant;

(ii) each Panel Member;

(iii) each Party;

(iv) the Authority; and

(v) each BSC Agent.

2.7.4 A decision of the Panel pursuant to paragraph 2.7.3 shall be final and binding on the Novation Applicant and the Novation Applicant shall have no right of appeal. The Panel may at a hearing held under paragraph 2.7.3 request further information be provided by a Novation Applicant. In such an event the Novation Applicant shall provide such information and a further hearing or hearings shall be then held prior to the Panel making its decision under paragraph 2.7.3.

2.7.5 Subject to and in accordance with the provisions of this paragraph 2.7, each Party hereby irrevocably and unconditionally authorises BSCCo to date, execute and deliver on behalf of such Party any Novation Agreement duly executed by a Novation Applicant and a Transferring Party, to admit any Novation Applicant as a Party as of the date of its Novation Agreement ("Novation Date"), to transfer the BSC Party ID and any authorisations and qualifications obtained under the Code from the Transferring Party to the new Party, and to release any Transferring Party under the provisions of paragraph 5.3.

2.7.6 The Panel shall from time to time set the fee payable by Novation Applicants in connection with an application by novation as a party to the Framework Agreement ("Novation Fee"). The Novation Fee shall not exceed the amount which in the Panel's opinion (at the time of setting such fee) represents the reasonable average costs of BSCCo in processing an application by novation as a party to the Framework Agreement. The Novation Fee paid by a Party Applicant shall not be refunded to such Party Applicant for any reason.

3. PARTY DETAILS AND PROVISION OF INFORMATION TO BSCCo

3.1 Party Details

3.1.1 For the purposes of the Code, the "Party Details" of a Party (which shall include for the purposes of paragraph 2 a Party Applicant) are the following details and documentation of the Party:

(a) its full name and contact details;

(b) the name, postal address, facsimile number and electronic mail (e-mail) address of the person for whose attention notices or communications issued in accordance with Section H9.2 should be marked;

(d) whether the Party is (or intends to be) the holder of a Licence and/or benefits (or intends to benefit) from an Exemption, and (if so) details of such Licence or Exemption (including whether the Party is required by a condition in the Exemption to be Party or to comply with the Code) and the circumstances requiring the Party to hold or benefit from the same;

(e) the participation capacities (if any) which the Party has or (at the time at which such details are notified to BSCCo) intends or expects to have, and the date from which it has or intends or expects to have each such capacity;

(f) such supporting documentation as BSCCo may reasonably require in order to validate that the Party has or will have such participation capacities;

(g) whether the Party was a party to the Pooling and Settlement Agreement at the date of or at any time after the date of execution of the Framework Agreement and, if so, in what capacity(ies);

(h) the identity of any other Party which is an Affiliate of the Party; and

(i) whether the Party is registered for VAT purposes and if so the Party’s VAT registration number.

3.2 Provision of Party Details to BSCCo

3.2.1 Each Party shall:

(a) provide its Party Details to BSCCo; and

(b) ensure that its Party Details for the time being provided to BSCCo remain accurate and complete in all material respects.

3.2.2 Without prejudice to the generality of paragraph 3.2.1, if at any time:

(a) a Party wishes to change any of its contact details forming part of such Party Details; or

(b) there is or will be any change in the participation capacities of a Party; or

(d) the Party Details of a Party otherwise cease for whatever reason to be accurate and complete in all material respects;

such Party shall notify BSCCo as soon as reasonably practicable and, wherever possible, in advance of such change and shall provide such further information and supporting documentation as BSCCo may reasonably require to evidence such change.

3.2.3 Without prejudice to paragraph 3.1.1(b), any additional e-mail address(es) submitted by a Party for the purpose of receiving notices or communications in relation to matters contemplated by the Code or Code Subsidiary Documents in accordance with Section H9.2 shall form part of the Party Details of that Party.

3.3 Role of BSCCo

3.3.1 Without prejudice to paragraphs 2.2.1(b), 2.4.2 and 3.2, BSCCo shall be responsible for validating as far as reasonably practicable that a Party has or will have the participation capacities from time to time notified by it in its Party Details; provided that, subject to requesting relevant information from the Authority, the NETSO, the Distribution System Operators and the Interconnector Administrators and to requesting appropriate supporting documentation from such Party, BSCCo shall not be required to undertake any further external validation of such matters.

3.3.2 The NETSO and each Distribution System Operator and each Interconnector Administrator shall provide BSCCo with such information (of a kind which they hold) as BSCCo may reasonably request for the purposes of paragraph 3.3.1; and each Party hereby consents to the disclosure by the NETSO and the Distribution System Operators and each Interconnector Administrator of any such information for that purpose.

3.3.3 If a Party considers that BSCCo has made an error in validating or failing to validate under paragraph 3.3.1 that such Party or another Party holds a particular participation capacity, the Party may refer the matter to the Panel for determination (and BSCCo shall ensure that any confirmation under paragraph 3.3.4 and the list maintained under paragraph 3.3.5 reflect the Panel's determination).

3.3.4 BSCCo shall provide the CRA on request with confirmation as to the matters referred to in paragraph 3.3.1.

3.3.5 BSCCo shall establish and maintain a list of the names, addresses and participation capacities of each Party and shall:

(a) send a copy of such list (as revised and updated from time to time) to the CRA; and

(b) ensure that the current version of such list is available on the BSC Website.

4. PARTY REGISTRATION

4.1 Registration requirements

4.1.1 Each Party shall register and ensure that it remains registered in the CRS in accordance with this paragraph 4.

4.1.2 A Party is required to be registered, with any participation capacity it may have, in the CRS, before in that capacity:

(a) it registers any Metering System or BM Unit;

(b) it registers any Party Agent;

(c) it takes any other step or action under the Code for which the registration of a Metering System or BM Unit or the appointment of a Party Agent is a pre-requisite.

4.1.3 Without prejudice to paragraph 4.1.1, but subject to paragraph 4.1.4, a Party shall apply for registration in the CRS promptly upon executing or acceding to the Framework Agreement; and it shall be the responsibility of each Party to secure that it is registered in CRS in sufficient time to enable it to comply with any requirements (applying to it) under the Code to do any of the things in paragraph 4.1.2.

4.1.4 A Party Applicant who has applied (in accordance with paragraph 2) to accede to the Framework Agreement may apply for registration in CRS, provided that such registration shall not be effective before the Party Applicant becomes a Party.

4.1.5 The registration of a Party shall not become effective until such Party has complied with the requirements in Sections O3.1 and O3.2.

4.2 Party Registration Data

For the purposes of the Code, the "Party Registration Data" of a Party is:

(a) its full name and contact details;

(b) the participation capacities (if any) which (at the time of its registration in CRS or a revision thereof) it has or intends or expects to have, and the date with effect from which it has or intends or expects to have each such participation capacity;

(d) the identity of any Interconnector in relation to which the Party is or is to be Interconnector Administrator or Interconnector Error Administrator;

(e) whether it holds, or wishes or is required (pursuant to paragraph 1.4A) to hold a Virtual Balancing Account.

4.3 Initial registration in CRS

4.3.1 A Party shall apply for registration in CRS by submitting to the CRA in accordance with BSCP65 its Party Registration Data and the date from which it wishes its registration to be effective.

4.3.2 Upon receiving a Party's application for registration in CRS, the CRA shall seek confirmation from BSCCo that such Party is a party to the Framework Agreement, that its application pursuant to paragraph 4.3.1 is consistent with the Party Details held by BSCCo in respect of such Party and that it has complied with the requirements referred to in paragraph 4.1.5.

4.3.3 Subject to receiving confirmation from BSCCo as to the matters in paragraph 4.3.2, the CRA shall in accordance with BSCP65:

(a) enter and maintain the Party Registration Data in CRS;

(b) allocate a registration identity to such Party;

(c) where the Party wishes or (by virtue of paragraph 1.4) is required to hold Energy Accounts, allocate a Production Energy Account and a Consumption Energy Account to such Party; and

(d) where the Party is registering to hold the Virtual Lead Party participation capacity, is not required to hold Energy Accounts (by virtue of paragraph 1.4), and does not hold Energy Accounts, allocate a Virtual Balancing Account to such Party.

4.4 Changes to the Party Registration Data

4.4.1 If at any time:

(a) there is any change in the participation capacities of a Party;

(b) the Party Registration Data of a Party otherwise ceases for whatever reason to be accurate and complete in all material respects;

(c) a Party wishes to become a Trading Party, or (not being required to be a Trading Party by virtue of paragraph 1.4) wishes to cease to be a Trading Party;

(d) a Virtual Lead Party wishes or (by virtue of paragraph 1.4) is required to become a Trading Party;

(e) a Virtual Lead Party (not being required to be a Trading Party by virtue of paragraph 1.4) wishes to cease to be a Trading Party and to hold a Virtual Balancing Account; or

(f) a Virtual Lead Party that is not a Trading Party wishes to cease to be a Virtual Lead Party and to cease holding a Virtual Balancing Account,

such Party shall apply to the CRA in accordance with BSCP65 to revise its registration in order to reflect such change, specifying the date from which such change is to be effective.

4.4.2 Upon receipt of an application pursuant to paragraph 4.4.1 and subject to confirmation from BSCCo that the information contained in such application is consistent with the Party Details held by BSCCo in respect of such Party, the CRA shall:

(a) subject to paragraph 4.4.3, revise the Party Registration Data maintained in CRS to take account of any changes set out in such application;

(b) where the Party wishes or (by virtue of paragraph 1.4) is required to become a Trading Party, allocate a Production Energy Account and a Consumption Energy Account to such Party;

(c) where the Party wishes to cease to be a Trading Party and is not required (by virtue of paragraph 1.4) to be a Trading Party, subject to paragraph 4.4.3, close the Party’s Production Energy Account and Consumption Energy Account;

(d) where the Virtual Lead Party wishes or (by virtue of paragraph 1.4) is required to become a Trading Party, close the Virtual Lead Party’s Virtual Balancing Account;

(e) where the Virtual Lead Party (not being required to be a Trading Party by virtue of paragraph 1.4) wishes to cease to be a Trading Party pursuant to paragraph 4.4.2 (c), subject to paragraph 4.4.3, allocate a Virtual Balancing Account to such Virtual Lead Party; and

(f) where the Virtual Lead Party that is not a Trading Party wishes to cease to be a Virtual Lead Party, close the Virtual Lead Party’s Virtual Balancing Account.

4.4.3 For the purposes of this paragraph 4.4:

(a) a Party may only cease to be a Trading Party if, and from no earlier than the date when, the following conditions have been met:

(i) there are no Energy Contract Volume Notifications or Metered Volume Reallocation Notifications in force, in respect of which the Party is a Contract Trading Party, relating to Settlement Periods after that date and containing Energy Contract Volume Data or Metered Volume Reallocation Data with non-zero values; and

(ii) the Party has terminated all ECVNA Authorisations and MVRNA Authorisations made under its authority; and

(b) where a Party ceases to be a Trading Party, it shall remain liable for any obligations and entitled to any benefits accrued or accruing to it as a Trading Party under the Code in respect of any Settlement Period or other period prior to the date referred to in paragraph (a) (including in respect of Reconciliation Charges) and, accordingly, from that date, references to a Trading Party under the Code shall include such Party only for those purposes;

(c) where a Virtual Lead Party that holds a Virtual Balancing Account ceases to be a Virtual Lead Party, it shall remain liable for any obligations and entitled to any benefits accrued or accruing to it as a Virtual Lead Party under the Code in respect of any Settlement Period or other period prior to the date referred to in paragraph (a) (including in respect of Reconciliation Charges) and, accordingly, from that date, references to a Virtual Lead Party under the Code shall include such Party only for those purposes.

4.5 General provisions

4.5.1 Any initial registration in CRS pursuant to paragraph 4.3.1, and any revision of a registration in CRS pursuant to paragraph 4.4.1, shall not be effective until the later of the date specified in the application made under paragraph 4.3.1 or 4.4.1 (as the case may be) and the date when BSCCo provides the confirmation to the CRA required pursuant to paragraph 4.3.2 or 4.4.2.

4.5.2 Following entry or revision of any Party's Party Registration Data in CRS pursuant to paragraph 4.3.3 or 4.4.2, the CRA shall notify:

(a) such Party;

(b) BSCCo;

of the Party’s registration identity and Energy Account details or Virtual Balancing Account details in accordance with BSCP65.

4.5.3 For the avoidance of doubt, in addition to registration under this paragraph 4, a Party must satisfy further requirements set out or referred to in the Code (including where applicable requirements in Sections J, K, L, N, O, R and S) before it may exercise certain rights (of Parties in relevant participation capacities) under the Code.

5. EXIT

5.1 Withdrawal

5.1.1 Subject to paragraph 5.1.3, each Party (the "Withdrawing Party") shall be entitled to withdraw from the Code (and cease to be a party to the Framework Agreement) by giving notice in writing (a "Withdrawal Notice") to BSCCo.

5.1.2 The Withdrawal Notice shall specify the time and date (the "Withdrawal Date"), being not less than twenty-eight days after the date of the Withdrawal Notice, with effect from which the Withdrawing Party wishes to withdraw from the Code and cease to be a party to the Framework Agreement.

5.1.3 A Party may not withdraw from the Code or cease to be a party to the Framework Agreement (and any Withdrawal Notice shall be of no effect) if, as at 1700 hours on the day which is two Business Days prior to the Withdrawal Date:

(a) subject to paragraph 5.1.5, any sums accrued and payable under the Code by such Party (whether or not due for payment and whether or not the subject of a dispute) remain, in whole or in part, to be paid by such Party; or

(b) the Final Reconciliation Settlement Run has not been carried out in relation to the last Settlement Day, or the corresponding Payment Date is not yet past; or

(c) the final determination (pursuant to Section D4.4) has not been carried out in respect of BSCCo Charges for the BSC Year in which the last Settlement Day fell, or the due date for payment of amounts payable pursuant to such determination is not yet past; or

(d) such Party continues to be registered under the Code (and/or the REC) in respect of any Metering Systems or BM Units (except for Base BM Units); or

(e) subject to paragraph 5.1.5 there is any outstanding Default by such Party (of which notice has been given to the Party) which is capable of remedy and has not been remedied; or

(f) such Party is subject to any Licence condition and/or Exemption condition by virtue of which it is required to be a Party and/or to comply with the Code or which would otherwise be infringed if such Party withdrew from the Code; or

(g) where such Party is an Interconnector Administrator or an Interconnector Error Administrator, no replacement Interconnector Administrator or Interconnector Error Administrator (as the case may) has been appointed and has agreed to act in its place.

5.1.4 For the purposes of this paragraph 5, in relation to a Discontinuing Party, the "last" Settlement Day is the final Settlement Day in respect of which any amounts by way of Trading Charges may be payable by or to a Discontinuing Party.

5.1.5 In respect of a Withdrawing Party who is in Default solely by virtue of Section H3.1.1(g):

(i) the Panel may, in its discretion, determine that paragraph 5.1.3(a), shall not apply in respect of any amount payable by way of the Base Monthly Charge or the Base Virtual Lead Party Monthly Charge accruing after the date of the Withdrawal Notice; and

(ii) paragraph 5.1.3(e) shall not apply.

5.1.6 A Withdrawing Party may satisfy the requirements set out in paragraphs 5.1.3 (a) to (c) by transferring, in accordance with paragraph 5.1.7, to another Party (the "transferee Party"):

(a) its BSC Party ID (the "Transferring BSC Party ID");

(b) all of its outstanding obligations and liabilities (whether actual, contingent, accrued or otherwise) referred to in paragraphs 5.1.3 (a) to (c); and

(c) to the extent applicable, any rights and liabilities (whether actual, contingent, accrued or otherwise) in respect of any Credit Cover deposited in cash by the Withdrawing Party with the BSC Clearer pursuant to Section M.

5.1.7 A Withdrawing Party may request such a transfer in accordance with BSCP65 and, subject to the transferee Party confirming its consent to the transfer, the Panel shall determine, in its absolute discretion, whether such request should be granted. In respect of such determination:

(a) the Panel may request such further information from the Withdrawing Party or the transferee Party as it considers necessary;

(b) a decision of the Panel pursuant to this paragraph 5.1.7 shall be final and binding and there shall be no right of appeal.

5.1.8 In respect of a transfer request approved by the Panel pursuant to paragraph 5.1.7:

(a) such transfer shall take effect from 00:00 on the Withdrawal Date;

(b) the transferee Party hereby irrevocably consents to assume, with effect from the Withdrawal Date of the Withdrawing Party, the BSC Party ID, rights, obligations and liabilities set out in paragraph 5.1.6;

(c) BSCCo and the transferee Party shall promptly take such steps as may be necessary (including any steps required by BSCP65) to ensure that the Transferring BSC Party ID is withdrawn.

5.2 Expulsion

5.2.1 Where a Party may be expelled from the Code pursuant to any provision of the Code, the Panel shall decide (in its absolute discretion) whether or not to expel such Party, subject to the further provisions of this paragraph 5.2.

5.2.2 The Panel shall notify the Authority and each other Party of its intention to expel a Party, at least twenty-eight days before giving an Expulsion Notice to that Party, and shall have regard to any representations made to it by the Authority and/or any other Party in respect thereof.

5.2.3 Where a Party is subject to a condition of any Licence or Exemption by virtue of which it is required to be a Party and/or to comply with the Code or which would otherwise be infringed if such Party were expelled from the Code, the Panel shall not be entitled to expel such Party without the prior approval of the Authority.

5.2.4 Where the Panel decides (and is entitled in accordance with this paragraph 5.2) to expel a Party, such expulsion shall take effect (and the Party shall cease to be a party to the Framework Agreement) at the time and on the date specified by the Panel in a notice (the "Expulsion Notice") to such Party provided that such date (the "Expulsion Date") shall not be earlier than twenty-eight days after the date of such notice.

5.3 General provisions

5.3.1 Where a Party (the "Discontinuing Party"):

(a) withdraws from the Code and ceases to be a party to the Framework Agreement pursuant to paragraph 5.1;

(b) is expelled from the Code and ceases to be a party to the Framework Agreement pursuant to paragraph 5.2; or

the provisions of this paragraph 5.3 shall apply.

5.3.2 With effect from the Withdrawal Date, Expulsion Date or Novation Date (as the case may be) (the "Discontinuance Date"):

(a) the Discontinuing Party shall, subject to the provisions of paragraph 5.3.3, be automatically released and discharged from all its obligations and liabilities under the Code (including the Code Subsidiary Documents) and the Framework Agreement;

(b) each other Party shall, subject to the provisions of paragraph 5.3.3, be automatically released and discharged from all its obligations and liabilities to the Discontinuing Party under the Code (including the Code Subsidiary Documents) and the Framework Agreement; and

(c) (without prejudice to paragraph 5.1.3(d)) any registrations and authorisations made by the Discontinuing Party under the Code (other than those transferred by a Transferring Party under a Novation Agreement) shall cease to be effective.

5.3.3 Any release and discharge referred to in paragraph 5.3.2 (other than a release and discharge of a Transferring Party or a release and discharge of a Discontinuing Party to the extent that such Discontinuing Party has novated obligations and liabilities to a transferee Party pursuant to paragraph 5.1.6) shall not extend to:

(a) the rights and liabilities (whether actual, contingent, accrued or otherwise) of a Party as at the Discontinuance Date (including, in the case of the expulsion of a Party, any accrued rights of each other Party in respect of the circumstances giving rise to such expulsion);

(b) any rights and liabilities (whether actual, contingent, accrued or otherwise) of a Party which may accrue pursuant to any Reconciliation Settlement Run or Extra Settlement Determination relating to any Settlement Day up to and including the last Settlement Day;

5.3.4 Save as provided in paragraph 5.3.2, the Framework Agreement and Code shall, upon the withdrawal, expulsion or exit by transfer (as the case may be) of any Party, remain in full force and effect and binding on each of the other Parties.

5.3.5 BSCCo shall, where possible before and in any event promptly upon the withdrawal, expulsion or exit by transfer of such Party, notify the same to:

(a) each other Party;

(b) each Panel Member;

(d) each BSC Agent.

ANNEX A-1

Form of Accession Agreement

THIS ACCESSION AGREEMENT is made on [ ] between:

(1) [Insert name of person authorised under the BSC to sign the Accession Agreement on behalf of Parties] on its own behalf and on behalf of all the other parties to the BSC Framework Agreement (the "Authorised Person"); and

(2) [Insert name of person wishing to be admitted to the BSC] (the "Party Applicant") whose principal office is at [ ]

WHEREAS:

(A) By the BSC Framework Agreement dated [ ] made between the Original Parties named therein and as now in force between the Parties by virtue of any Accession Agreement entered into by any New Party before the date of this Accession Agreement (the "Framework Agreement"), the Parties agreed to give effect to and be bound by the BSC.

(B) The Party Applicant has complied with the requirements of the BSC as to accession and wishes to be admitted as a Party.

IT IS HEREBY AGREED as follows:

1. In this Accession Agreement, words and expression defined in or for the purposes of the Framework Agreement and not otherwise defined herein shall have the meanings ascribed thereto under the Framework Agreement.

2. The Authorised Person (acting on its own behalf and on behalf of each of the other Parties) hereby admits the Party Applicant as an additional Party under the Framework Agreement with effect from the date of this Accession Agreement on the terms and conditions hereof.

3. The Party Applicant hereby accepts its admission as a Party and undertakes with the Authorised Person (acting on its own behalf and on behalf of each of the other Parties) to perform and to be bound by the Framework Agreement as a Party as from the date hereof.

4. For all purposes in connection with the Framework Agreement the Party Applicant shall as from the date hereof be treated as if it has been a signatory of the Framework Agreement from the date hereof, and as if this Accession Agreement were part of the Framework Agreement from the date hereof, and the rights and obligations of the Parties shall be construed accordingly.

5. This Accession Agreement and the Framework Agreement shall be read and construed as one document and references (in or pursuant to the Framework Agreement) to the Framework Agreement (howsoever expressed) should be read and construed as reference to the Framework Agreement and this Accession Agreement.

6. If any provision of this Accession Agreement is or becomes invalid, unenforceable or illegal or is declared to be invalid, unenforceable or illegal by any court of competent jurisdiction or by any other Competent Authority (as defined in the BSC), such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Accession Agreement, which shall continue in full force and effect notwithstanding the same.

7. This Accession Agreement may be executed in counterparts.

8. This Accession Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the jurisdiction of the courts of England and Wales and the courts of Scotland only.

9. If the Party Applicant is not a company incorporated under the Companies Act 1985, as amended, it shall provide to the Authorised Person an address in Great Britain for service of process on its behalf in any proceedings; provided that if the Party Applicant fails at any time to provide such address, the Party Applicant shall be deemed to have appointed BSCCo (as defined in the BSC) as its agent to accept service of process on its behalf until and unless it provides to BSCCo an alternative address in Great Britain for these purposes.

AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first above written.

AMENDMENT RECORD – SECTION A

Section A

Version 14.0

Effective Date: 07 November 2024

Modification Proposal	Approval Date	Implementation Date	Version
P415	06/10/23	07/11/24	14.0
ORD009	13/09/2024	01/10/24	13.0
P450	12/01/23	23/02/23	12.0
P420	23/07/21	01/09/21	11.0
P414	03/02/21	25/02/21	10.0
P369	24/09/18	29/03/19	9.0
P344	24/08/18	28/02/19	8.0
P318 Self Governance	08/10/15	25/02/16	7.0
P208	16/01/07	22/02/07	6.0
P159	17/08/04	23/02/05	5.0
ORD001	BETTA	01/09/04	4.0
P127	22/12/03	15/03/04	3.0
P112	17/03/03	07/04/03	2.0

SECTION B: THE PANEL

1. ESTABLISHMENT OF PANEL

1.1 Establishment and composition

1.1.1 There is hereby established a panel which shall be constituted in accordance with the further provisions of this Section B.

1.1.2 The Panel shall comprise the following members:

(a) the person appointed as chair of the Panel in accordance with paragraph 2.1;

(b) not more than five persons appointed by Trading Parties in accordance with paragraph 2.2;

(d) the person appointed by the NETSO in accordance with paragraph 2.4;

(e) not more than two persons appointed by the Panel Chair in accordance with paragraph 2.5; and

(f) the person appointed (if the Panel Chair so decides) by the Panel Chair in accordance with paragraph 2.6.

1.1.3 There shall be a secretary to the Panel who shall be a person nominated and provided by BSCCo and approved by the Panel in accordance with Section C3.2.

1.1.4 In this Section B:

(a) references to a person shall, unless the context otherwise requires, be construed as references to an individual; and

(b) references to appointing a person as a Panel Member include replacing or (subject to paragraph 2.7.6) reappointing such person upon their ceasing to hold office in accordance with paragraph 2.7.4.

1.2 Panel objectives

1.2.1 The Panel shall conduct its business under the Code with a view to achieving the following objectives:

(a) that the Code is given effect fully and promptly and in accordance with its terms;

(b) that the Code is given effect in such manner as will facilitate achievement of the objectives (so far as applicable to the manner in which the Code is given effect) set out in ConditionE1.13(a) to (c) of the ESO Licence, namely:

(i) the efficient discharge by the NETSO of the obligations imposed under the ESO Licence;

(ii) the efficient, economic and co-ordinated operation by the NETSO of the Transmission System, and

(iii) promoting effective competition in the generation and supply of electricity, and (so far as consistent therewith) promoting such competition in the sale and purchase (as defined in the ESO Licence) of electricity;

(d) consistent with the full and proper discharge of the functions and responsibilities of the Panel and BSCCo, that the Code is given effect as economically and efficiently as is reasonably practicable; and

(e) subject to the express provisions of the Code (including provisions as to confidentiality and including paragraph 1.2.2) and to any other duties of confidence owed to third parties, that there is transparency and openness in the conduct of the business of the Panel and BSCCo.

1.2.2 The objective set out in paragraph 1.2.1(e) applies save to the extent that to apply such objective would, in the Panel’s opinion, substantially prejudice the interests of all Parties collectively or of a class of Parties collectively.

1.2.3 Insofar as the Panel Chair or other individual Panel Members or the Panel Secretary have functions under the Code which they may or must carry out individually, the provisions of this paragraph 1.2 shall apply to the Panel Chair, other individual Panel Member or Panel Secretary (as the case may be), as if references to the Panel in this paragraph 1.2 were references to such person, to the extent those provisions are applicable to such function.

1.2.4 When the Panel is exercising its powers and carrying out its functions and responsibilities referred to in paragraphs 3.1.2 (i) and (l):

(a) paragraph 1.2 shall not apply; and

(b) in the context of Supplier Volume Allocation, the Panel shall have regard to the matters set out in Section Z5.1.4.

2. APPOINTMENT OF PANEL MEMBERS

2.1 Appointment of Panel Chair

2.1.1 The Panel Chair shall be a person nominated, in consultation with the Board, by the Panel (which may follow such procedures as it shall determine for the selection of the person so nominated) and approved by the Authority.

2.1.2 Subject to paragraph 2.1.3, a person shall be appointed as Panel Chair where the Authority has given notice to the Panel Secretary of its approval, with effect from the later of the date specified in such notice and the date on which such notice is given.

2.1.3 A person shall not be appointed as Panel Chair until and unless that person has entered into an agreement in writing with BSCCo setting out terms as to their remuneration and benefits (determined in accordance with paragraph 2.11.3) and any related matters.

2.1.4 A person shall be removed from and shall cease to hold the office of Panel Chair:

(a) subject to paragraph 2.1.6 and 2.1.7, upon expiry of their term of office; or

(b) in the circumstances in paragraph 2.7.4(b) or 2.7.4(d).

2.1.5 The Panel Secretary shall send a copy of any notice under paragraph 2.1.2 to all Panel Members and all Parties promptly upon receiving such notice.

2.1.6 The term of office of the Panel Chair shall be three years from the date of their appointment, provided that this shall not prevent a person holding that office from re-appointment to that office.

2.1.7 If, at the expiry of the term of office or upon the resignation of a person appointed as Panel Chair, no other person has been appointed to that office, that person shall (if willing to do so) continue in office as Panel Chair until such time as another person is so appointed.

2.2 Appointment of Panel Members by Trading Parties

2.2.1 Trading Parties may appoint up to five persons as Panel Members by election in accordance with Annex B-2.

2.3 Appointment of Panel Members by Citizens Advice or Consumer Scotland

2.3.1 Citizens Advice and Consumer Scotland may appoint two persons as Panel Members (to be determined as between themselves), by giving notice of each such appointment to the Panel Secretary.

2.4 Appointment of a Panel Member by the NETSO

2.4.1 The NETSO shall appoint a person as a Panel Member, by giving notice of such appointment to the Panel Secretary.

2.5 Appointment of Panel Members by the Panel Chair

2.5.1 Subject to the further provisions of this paragraph 2.5, the Panel Chair shall appoint two persons as Panel Members, by giving notice of each such appointment to the Panel Secretary.

2.5.2 A person shall not be appointed as Panel Member under paragraph 2.5.1 unless they satisfy the requirements as to independence in paragraph 2.5.3, and shall be removed from such office (by notice given by the Panel Secretary) if at any time the Panel Chair determines (after consultation with other Panel Members) that they have ceased to satisfy those requirements.

2.5.3 The requirements are that:

(a) such person is not, and no Related Person (in relation to such person) is, nor has such person or any such Related Person been at any time in the period of 1 year before the proposed appointment:

(i) a Party; and/or

(ii) a person who participates in the transmission of electricity, generates, supplies or distributes electricity in any part of Great Britain under licence or exemption; and/or

(iii) a BSC Agent or a Market Index Data Provider; and

(b) in the opinion of the Panel Chair, such person has no other interests which would conflict with their independence as a Panel Member.

2.5.4 The Panel Chair will consult with the Panel before appointing any person as Panel Member pursuant to paragraph 2.5.1.

2.6 Appointment of further industry member

2.6.1 If, at any time at which no person is appointed as Panel Member pursuant to this paragraph 2.6, in the opinion of the Panel Chair:

(a) there is any class or category (by type of Plant or Apparatus or otherwise) of person generating or supplying electricity in Great Britain and/or Offshore, whose members (as such a class or category):

(i) are exempt from the requirement to hold a Licence; and

(ii) have interests in respect of the Code; and

(b) those interests:

(i) are not reflected in the composition of Panel Members for the time being appointed, but

(ii) would be so reflected if a particular person were appointed as an additional Panel Member

then the Panel Chair may appoint that person as a Panel Member by giving notice of such appointment to the Panel Secretary.

2.6.2 If at any time:

(a) the Panel Chair has decided not to appoint an additional Panel Member pursuant to paragraph 2.6.1, but

(b) in their opinion, there are Trading Parties of a particular class and/or participation capacity, whose interests are not reflected in the composition of Panel Members for the time being appointed, but would be so reflected if a particular person were appointed as an additional Panel Member

then the Panel Chair may appoint that person as a Panel Member by giving notice of such appointment to the Panel Secretary.

2.6.3 Nothing in paragraphs 2.6.1 and 2.6.2 shall require the Panel Chair to exercise their power to appoint another Panel Member, nor constrain or limit their discretion in doing so if in their opinion there is more than one class or category of person satisfying the conditions in paragraph 2.6.1.

2.6.4 The Panel Chair may consult as they see fit before appointing a person as a Panel Member pursuant to this paragraph 2.6.

2.6.5 A person appointed as a Panel Member pursuant to this paragraph 2.6 shall remain so appointed, subject to paragraph 2.7, notwithstanding that the conditions (in paragraph 2.6.1 or 2.6.2) by virtue of which they were appointed may cease to be satisfied.

2.7 Term of office, and removal from office, of Panel Members

2.7.1 Subject to paragraph 2.8.2, a person appointed or re-appointed by a notice under paragraph 2.3, 2.4, 2.5 or 2.6 shall be appointed as a Panel Member with effect from:

(i) the day following the next retirement day (as defined in paragraph 2.7.3), or

(ii) if earlier, the date with effect from which an existing relevant Panel Member ceases to hold office pursuant to paragraph 2.7.4(b), (c) or (d), or

(iii) where at the time at which the notice is given the office of a relevant Panel Member is vacant, the later of the date specified in the notice and the date when the notice is given;

for the purposes of which a "relevant" Panel Member is a Panel Member appointed under paragraph 2.3, 2.4, 2.5 or 2.6 respectively.

A person elected pursuant to Annex B-2 shall be appointed as a Panel Member with effect from:

(a) in a case in paragraph 1.1.2(a) of that Annex, 1st October in the election year;

(b) in a case in paragraph 1.1.2(b) of that Annex, the date of BSCCo’s announcement under paragraph 4 thereof.

2.7.3 The term of office of a Panel Member (other than the Panel Chair) shall be a period expiring on the next retirement day (a "retirement day" being 30th September in every second year following the year 2000) following their appointment; provided that a Panel Member whose term of office has expired or is to expire shall be eligible for re-appointment.

2.7.4 A person shall cease to hold office as a Panel Member:

(a) upon expiry of their term of office, unless re-appointed;

(b) if:

(i) they resign their office by notice delivered to the Panel Secretary;

(ii) they become bankrupt or make any arrangement or composition with their creditor generally;

(iii) they are or may be suffering from mental disorder and either they are admitted to hospital in pursuance of an application under the Mental Health Act 1983 or an order is made by a court having jurisdiction in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person with respect to their property or affairs;

(iv) they become prohibited by law from being a director of a company under the Companies Act 2006;

(v) they die;

(vi) they are convicted of an indictable offence;

(d) if the Panel resolves (and the Authority does not veto such resolution by notice in writing to the Panel Secretary) that they should cease to hold office on grounds of their serious misconduct.

2.7.5 A Panel resolution under paragraph 2.7.4(d) shall, notwithstanding paragraphs 4.3.2 and 4.4.3, require the vote in favour of at least all Panel Members (other than the Panel Member who is the subject of such resolution) less one Panel Member and, for these purposes, an abstention shall count as a vote cast in favour of the resolution.

2.7.6 A person shall not qualify for appointment as a Panel Member if at the time of the proposed appointment they would be required by paragraph 2.7.4(b) to cease to hold that office.

2.7.7 The Panel Secretary shall give prompt notice to all Panel Members, all Parties and the Authority of the appointment or re-appointment of any Panel Member or of any Panel Member ceasing to hold office.

2.8 Duties of Panel Members

2.8.1 A person appointed as Panel Member, when acting in that capacity:

(a) shall act impartially and in accordance with paragraph 1.2.1; and

(b) shall not be representative of, and shall act without undue regard to the particular interests of:

(i) the body or person or persons by whom they were appointed as Panel Member; and

(ii) any Related Person from time to time.

2.8.2 A person shall not be appointed as a Panel Member unless they shall have first:

(a) confirmed in writing to BSCCo for the benefit of all Parties that they agree to act as a Panel Member in accordance with the Code and acknowledge the requirements of paragraphs 2.8.1 and 2.8.3; and

(b) where that person is employed, provided to the Panel Secretary a letter from their employer agreeing that they may act as Panel Member, and that the requirement in paragraph 2.8.1(b) shall prevail over their duties as an employee.

2.8.3 A Panel Member shall, at the time of appointment and upon any change in such interests, disclose (in writing) to the Panel Secretary any such interests (in relation to the Code) as are referred to in paragraph 2.8.1(b).

2.8.4 Upon a change in employment of a Panel Member, that person shall so notify the Panel Secretary and shall endeavour to obtain from their new employer and provide to the Panel Secretary a letter in the terms required in paragraph 2.8.2(b); and they shall be removed from office if they do not do so within a period of sixty days after such change in employment.

2.9 Indemnity of and protections for Panel Members and others

2.9.1 BSCCo shall indemnify and keep indemnified each of the persons referred to in paragraph 2.9.2 (each such person an "indemnity beneficiary") in respect of all costs (including legal costs), expenses, damages and other liabilities properly incurred or suffered by such person when acting in or in connection with their office under the Code, or in what such person in good faith believes to be the proper exercise and discharge of the powers, duties, functions and discretions of that office in accordance with the Code, and all claims, demands and proceedings in connection therewith, other than:

(a) any such costs or expenses in respect of which such person is reimbursed pursuant to paragraph 2.11;

(b) any such costs, expenses, damages or other liabilities incurred or suffered as a result of the wilful default or bad faith of such person.

2.9.2 The persons referred to in paragraph 2.9.1 are each Panel Member, the Panel Secretary, any member of any Panel Committee, the secretary of any Panel Committee, the Modification Secretary and each member of a Workgroup, together with their alternates (where such alternates are permitted to be appointed and are appointed in accordance with the Code).

2.9.3 BSCCo shall enter into and deliver to each Panel Member and, on request, each other indemnity beneficiary a deed of indemnity in the terms in paragraph 2.9.1.

2.9.4 The Parties agree that no indemnity beneficiary shall be liable for anything done when acting properly in or in connection with their office under the Code, or anything done in what that person in good faith believes to be the proper exercise and discharge of the powers, duties, functions and discretions of that office in accordance with the Code; and each Party hereby irrevocably and unconditionally waives any such liability of any indemnity beneficiary, and any rights, remedies and claims against any indemnity beneficiary in respect thereof.

2.9.5 BSCCo acknowledges and agrees that it holds the benefit of paragraph 2.9.4 as trustee and agent for each indemnity beneficiary.

2.9.6 Without prejudice to paragraph 2.9.1, nothing in paragraph 2.9.4 shall exclude or limit the liability of an indemnity beneficiary for death or personal injury resulting from the negligence of such indemnity beneficiary.

2.10 Alternates

2.10.1 It is expected that Panel Members will make themselves available to conduct the business of the Panel; but where the Panel Chair (on the application of the Panel Member) accepts that particular circumstances warrant such appointment, a Panel Member (other than the Panel Chair) may, subject to paragraph 2.10.2, appoint a person (whether or not a Panel Member) to be their alternate (provided the person to be appointed has not already been appointed by another Panel Member), and may remove a person so appointed as alternate, by giving notice of such appointment or removal to the Panel Secretary.

2.10.2 Paragraph 2.8.2 shall apply in respect of the appointment of an alternate as though references in that paragraph to a Panel Member were to such alternate.

2.10.3 In the case of an alternate appointed by a Panel Member who is appointed under paragraph 2.5, the provisions of paragraphs 2.5.2 and 2.5.3 shall apply to such alternate as though references in those paragraphs to a Panel Member were to such alternate.

2.10.4 The appointment or removal by a Panel Member of an alternate shall be effective with effect from the later of the time specified in such notice and the time when such notice is given.

2.10.5 The Panel Secretary shall promptly notify all Panel Members of the appointment or removal by any Panel Member of any alternate.

2.10.6 Where a Panel Member has appointed an alternate:

(a) the alternate shall be entitled:

(i) unless the appointing Panel Member shall otherwise notify the Panel Secretary, to receive notices of meetings of the Panel;

(ii) to attend, speak and vote at any meeting of the Panel at which the Panel Member by whom they were appointed is not present, and at such meeting to exercise and discharge all of the functions, duties and powers of such Panel Member;

(b) the alternate shall cast one vote for the Panel Member by whom they were appointed, in addition (where they are a Panel Member ) to their own vote;

(c) the provisions of paragraph 4 shall apply as if they were a Panel Member in relation to any meeting at which they attend;

(d) the alternate shall only stand as an appointed alternate for one Panel Member at a given meeting for which they were appointed as an alternate.

2.10.7 A person appointed as alternate shall automatically cease to be an alternate:

(a) if the appointing Panel Member ceases to be a Panel Member;

(b) if any of the circumstances in paragraph 2.7.4(b) applies in relation to such person;

(c) if the Panel resolves, in accordance with the provisions mutatis mutandis of paragraph 2.7.4(d), that such person should cease to be an alternate.

2.10.8 A reference in the Code to a Panel Member shall, unless the context otherwise requires, include their duly appointed alternate.

2.11 Expenses, remuneration and facilities

2.11.1 Each Panel Member shall be entitled to be reimbursed by BSCCo for the reasonable costs and expenses (including travel and accommodation costs) properly incurred by such Panel Member in attending meetings of or otherwise in the conduct of the business of the Panel.

2.11.2 Where so agreed by the Panel, any member of a Panel Committee who is not employed or engaged by BSCCo shall be entitled to be reimbursed by BSCCo for the reasonable costs and expenses (including travel and accommodation costs) properly incurred by such person in attending meetings of or otherwise in the conduct of the business of such Panel Committee.

2.11.3 In addition to reimbursement under paragraph 2.11.1, the Panel Chair shall be entitled to be paid by BSCCo such remuneration and benefits as may be or have been determined by the Panel (excluding the Panel Chair ).

2.11.4 In addition to reimbursement under paragraph 2.11.1, any Panel Member appointed under paragraph 2.5 shall be entitled to be paid by BSCCo such remuneration and benefits as may be determined by the Panel Chair after consultation with the Panel.

2.11.5 Any remuneration or benefits awarded to the Panel Chair under paragraph 2.11.3 or to a Panel Member under paragraph 2.11.4 shall be disclosed in the Annual BSC Report.

2.11.6 Except as provided in paragraphs 2.11.2, 2.11.3 and 2.11.4, no Panel Member shall be entitled under the Code to be paid any remuneration or benefits other than their costs and expenses in accordance with paragraph 2.11.1.

2.11.7 The Panel Secretary and the Modification Secretary shall not be entitled to remuneration in those capacities respectively, but without prejudice to the terms on which the Panel Secretary and the Modification Secretary are employed or procured by BSCCo.

2.11.8 Where the Panel Chair and the BSCCo Chair are the same person, the Panel and the Board may (but shall not be required to) agree joint arrangements for the remuneration of that person.

2.12 Representative of Authority

2.12.1 A representative of the Authority shall be entitled to attend and speak at any meeting of the Panel, and to receive notice of any such meeting, but such representative shall not be entitled to vote at such meetings and shall not be a Panel Member.

2.13 Representative of Distribution System Operators

2.13.1 A person appointed (in accordance with paragraph 2.13.2) by a distribution-representative body shall be entitled to attend and speak at any meeting of the Panel, and to receive notice of any such meeting, but such person shall not be entitled to vote at such meetings and shall not be a Panel Member.

2.13.2 A person shall be appointed or removed for the purposes of paragraph 2.13.1, where the Panel Secretary has received notice of such appointment or removal from such distribution-representative body, with effect from the later of the date of such appointment or removal specified in such notice and the date on which such notice is given, provided (in the case of an appointment) that no other person is or remains so appointed at such date.

2.13.3 For the purposes of this paragraph 2.13, a distribution-representative body is a body approved (for such purposes) by the Authority as representing the interests of Distribution System Operators collectively.

2.14 Chief Executive of BSCCo

2.14.1 The Chief Executive of BSCCo shall be entitled to (and, if requested to do so by the Panel Chair, shall be required to) attend and speak at any meeting of the Panel, and to receive notice of any such meeting, but shall not be entitled to vote at such meetings and shall not be a Panel Member.

2.15 Deputy Panel Chair

2.15.1 The Panel Chair may after consulting with the Authority appoint to act as Deputy Panel Chair one of the Panel Members appointed under paragraph 2.5.

2.15.2 A person appointed as Deputy Panel Chair shall (if present) act as Panel Chair of any meeting of the Panel at which the Panel Chair is not present, and subject to paragraph 2.15.3 may at such a meeting (and if the Panel Chair so decides, in other circumstances in which the Panel Chair is not available to do so) exercise such of the powers and functions of the Panel Chair as the Panel Chair may from time to time (by notice to all Panel Members) determine.

2.15.3 The Deputy Panel Chair shall not exercise the power:

(a) to appoint Panel Members under paragraph 2.5 or 2.6; or

(b) to determine the remuneration of Panel Members under paragraph 2.11.4.

3. POWERS AND FUNCTIONS OF PANEL, ETC

3.1 General

3.1.1 The Panel shall have the powers, functions and responsibilities provided in the Code and any Code Subsidiary Document.

3.1.2 Without prejudice to paragraph 3.1.1, the powers, functions and responsibilities of the Panel shall include the following:

(a) deciding (subject to a reference to or approval of the Authority, as provided in the Code) on the expulsion or suspension of the rights of any Party pursuant to and in accordance with Section H3.2;

(b) implementing or supervising the implementation of the procedures for modification of the Code in Section F;

(d) determining values for parameters (to be applied in the Code) as may be required of the Panel in accordance with any provision of the Code;

(e) adopting and from time to time revising Code Subsidiary Documents in accordance with Section F3;

(f) taking steps to ensure that the Code is given effect in accordance with its terms, and (but only where expressly so provided in the Code) taking steps to ensure compliance by Parties with the provisions of the Code;

(g) providing or arranging for the provision of reports and other information to the Authority in accordance with the further provisions of the Code;

(h) not used;

(i) deciding matters which (pursuant to any provision of the Code providing for such referral) are referred to it following any decision or determination of BSCCo or a BSC Agent;

(j) setting the terms of reference for the BSC Auditor under Section H5 and considering the BSC Audit Report;

(k) if requested by the Authority, conveying any direction or request of the Authority to any Party, BSCCo, the BSC Auditor or any BSC Agent;

(l) preparing, considering, recommending changes (if necessary) and approving documents relating to performance assurance in accordance with Section Z and hearing and determining any Risk Management Determination Appeals; and

(m) approving or rejecting applications for transfer of a Party’s Accession Agreement and BSC Party ID in accordance with Section A;

(n) implementing or supervising the implementation of the procedures for BSC Sandbox Applications and monitoring BSC Derogations in accordance with Section H10; and

(o) providing to the Smart Energy Code Panel such information, support and assistance as it may reasonably request for the purposes of exercising its function of making a determination under either Section L3.29 or Section L.3.30 of the Smart Energy Code, and providing to the Authority such information, support and assistance as it may reasonably request for the purposes of exercising its function of deciding any appeal brought under Section L3.33 of the Smart Energy Code.

3.1.2A Without prejudice to paragraph 3.1.1 and 3.1.2, the Panel may establish arrangements for resolving disputes pursuant to regulation 14(7) of the Warm Home Discount (Reconciliation) Regulations 2011 and regulations 14(1) to 14(5) shall apply to such arrangements with the modifications that references to an appeal shall be treated as references to a dispute and references to the Secretary of State shall be treated as references to the person appointed to resolve the dispute.

3.1.2B Where the Panel establishes a Panel Committee to resolve disputes pursuant to regulation 14(7) of the Warm Home Discount (Reconciliation) Regulations 2011 the provisions of paragraph 5 shall apply to the Panel Committee save for the application of paragraph 1.2 and for the purposes of paragraph 5.5 a decision of such a Panel Committee shall be binding on all Parties.

3.1.3 The Panel may do anything necessary for or reasonably incidental to the discharge of the functions and responsibilities assigned to it in the Code.

3.2 Particular powers

3.2.1 Without prejudice to paragraphs 3.1.1 and 3.1.2, the Panel shall have the power:

(a) to decide any matter which, under any provision of the Code, is or may be referred to the Panel for decision;

(b) to establish Panel Committees in accordance with paragraph 5, and (subject to paragraph 5) to delegate any of the Panel's powers, functions and responsibilities to any such Panel Committee.

3.3 Provisions relating to data

3.3.1 The Panel (and, unless otherwise provided in its terms of reference, any Panel Committee) may use and disclose such data as it sees fit, whether provided by or on behalf of Parties or otherwise obtained under the Code, for the purposes of discharging its functions and duties under the Code in accordance with the provisions of paragraph 1.2, but only for those purposes, and subject to paragraph 3.3.3.

3.3.2 Not used.

3.3.3 Where the Panel is intending (pursuant to paragraph 3.3.1) to disclose data obtained under the Code, the provisions of Section H11 shall apply and accordingly:

(a) the Panel shall instruct BSCCo to perform the steps set out in Section H11 and:

(b) the provisions of Section H11 shall apply mutais mutandis (as if references to the BCB were references to the Panel).

3.3.4 Not used.

3.3.5 Not used.

3.3.6 Not used.

3.3.7 The provisions of paragraphs 3.3.3 and 3.3.9 shall not apply to the disclosure of data:

(a) to the Authority, BSCCo, any Panel Committee or (to the extent necessary for the purposes of the Code) any BSC Agent; or

(b) where the data is in the public domain; or

(d) where the disclosure of such data is expressly required under the Code.

3.3.8 In relation to any matter falling within the remit of the Performance Assurance Board or the Trading Disputes Committee, no data relating to the affairs of a Party and/or a Qualified Person which might reasonably be considered to be commercially sensitive shall be disclosed save as:

(a) expressly provided by the Code; or

(b) necessary to perform the functions and duties of the Performance Assurance Board or the Trading Disputes Committee respectively in accordance with the Code; or

(d) has been assessed and disclosed in accordance with the procedures and criteria set out in Section H11 with such mitigation options having been implemented as may be appropriate having regard to the sensitivity of the data.

3.3.9 In relation to the release Trading Data which, for the purposes of Section V, may only be provided to a "Relevant" Party (as defined in Section V), such data may only be released in a form in which it cannot reasonably be identified as relating to that Party.

3.4 Performance Assurance Board

3.4.1 The Panel shall establish a Panel Committee to act as the Performance Assurance Board and the provisions of Section Z shall apply.

3.5 Claims Committee

3.5.1 The Panel may establish a Panel Committee or Committees to be called the "Claims Committee(s)", from time to time, in accordance with paragraph 5 to determine applications for compensation made pursuant to Sections G3 and G5.

3.6 Generation Curtailment Validation Committee

3.6.1 The Panel may establish a Panel Committee or Committees to be called the " Generation Curtailment Validation Committee(s)", from time to time, in accordance with paragraph 5 to validate Trading Charges relating to Network Gas Supply Emergency Acceptances pursuant to Section G6.

4. PROCEEDINGS OF PANEL

4.1 Meetings

4.1.1 Meetings of the Panel shall be held at regular intervals and (subject to paragraph 4.1.2) at least every month at such time and such place as the Panel shall decide.

4.1.2 A regular meeting of the Panel may be cancelled if:

(a) the Panel Chair determines that there is no business for the Panel to conduct, and requests the Panel Secretary to cancel the meeting;

(b) the Panel Secretary notifies all Panel Members, not less than five days before the date for which the meeting is or is to be convened, of the proposal to cancel the meeting, and

(c) by the time three days before the date for which the meeting is or is to be convened, no Panel Member has notified the Panel Secretary that they object to such cancellation.

4.1.3 At the request of the Panel Chair or Modification Secretary, the Panel Secretary will convene a meeting of the Panel, before the next regular meeting, in order to transact any Modification Business.

4.1.4 If (at the request of any Panel Member or otherwise) the Panel Chair wishes to hold a special meeting (in addition to regular meetings under paragraph 4.1.1 and any meeting under paragraph 4.1.3) of the Panel:

(a) the Panel Chair shall request the Panel Secretary to convene such a meeting and inform the Panel Secretary of the matters to be discussed at the meeting;

(b) the Panel Secretary shall promptly convene the special meeting for a day as soon as practicable but not less than five days after such request.

4.1.5 Any meeting of the Panel shall be convened by the Panel Secretary by notice to each Panel Member:

(a) setting out the date, time and place of the meeting and (unless the Panel has otherwise decided) given at least five days before the date of the meeting, and

(b) accompanied by an agenda of the matters for consideration at the meeting and any supporting papers available to the Panel Secretary at the time the notice is given (and the Panel Secretary shall circulate to Panel Members any late papers as and when they receive them).

4.1.6 Subject to paragraph 4.1.13, the Panel Secretary shall send a copy of the notice convening a meeting of the Panel, and the agenda and papers accompanying the notice (and any late papers), to the following persons, at the same time at which the notice is given to Panel Members:

(a) the Authority’s appointed representative;

(b) each Party;

(d) any person appointed by a distribution-representative body in accordance with paragraph 2.13;

(e) any other person entitled to receive the same pursuant to any provision of the Code.

4.1.7 Where the Panel Secretary considers that any BSC Agent or Market Index Data Provider is or may be required to attend a meeting of the Panel, the Panel Secretary shall send to that BSC Agent or Market Index Data Provider a copy of the notice convening the meeting, and such part of the agenda and such accompanying papers as in the Panel Secretary’s opinion concern that BSC Agent or Market Index Data Provider, at the same time at which the notice is given to Panel Members; provided that nothing herein creates any entitlement of any BSC Agent or Market Index Data Provider to receive such notice or papers or to attend such meeting.

4.1.8 Any Panel Member may notify matters for consideration at a meeting of the Panel, in addition to those notified by the Panel Secretary under paragraph 4.1.5, by notice to all Panel Members and persons entitled to receive notice under paragraph 4.1.6, not less than three days before the date of the meeting.

4.1.9 The proceedings of a meeting of the Panel shall not be invalidated by the accidental omission to give or send notice of the meeting or a copy thereof or any of the accompanying agenda or papers to, or any failure to receive the same by, any person entitled to receive such notice, copy, agenda or paper.

4.1.10 With the consent of all Panel Members (whether obtained before, at or after any such meeting) the requirements of this paragraph 4.1 as to the manner in and notice on which a meeting of the Panel is convened may be waived or modified; provided that no meeting of the Panel shall be held unless notice of the meeting and its agenda has been sent to the persons entitled to receive the same under paragraph 4.1.6 at least twenty four hours before the time of the meeting.

4.1.11 Subject to paragraph 4.1.12, no matter shall be resolved at a meeting of the Panel unless such matter was contained in the agenda accompanying the Panel Secretary's notice under paragraph 4.1.5 or was notified in accordance with paragraph 4.1.8.

4.1.12 Where:

(a) any other matter (not contained in the agenda or so notified) is put before a meeting of the Panel, and

(b) in the opinion of the Panel it is necessary (in view of the urgency of the matter) that the Panel resolve upon such matter at the meeting

the Panel may so resolve upon such matter, and the Panel shall also determine at such meeting whether the decision of the Panel in relation to such matter should stand until the next following meeting of the Panel, in which case (at such next following meeting) the decision shall be reviewed and confirmed or (but not with effect earlier than that meeting, and only so far as the consequences of such revocation do not make implementation of the Code or compliance by Parties with it impracticable) revoked.

4.1.13 If the Panel Secretary considers that it may not be appropriate (having regard to the principles set out in paragraph 3.3) for the agenda for any meeting of the Panel or any accompanying paper to be sent to any class of person (not including the Authority nor any alternate of a Panel Member) under paragraph 4.1.6 or to be made available to third parties on request as provided in Section H4.9:

(a) such agenda or paper shall not be sent to persons of such class or made available, on request, to third parties at the time at which it is sent to Panel Members;

(b) the Panel shall consider at the meeting whether it is appropriate (having regard to the principles set out in paragraph 3.3) for such agenda or paper so to be sent or made available;

(c) unless the Panel decides that it is not appropriate, such agenda or paper shall be sent to persons of such class or (as the case may be) made available to third parties on request promptly following the meeting.

4.2 Proceedings at meetings

4.2.1 Subject as expressly provided in the Code, the Panel may regulate the conduct of and adjourn and reconvene its meetings as it sees fit.

4.2.2 Subject to paragraphs 4.2.3 and 4.2.4, the Panel Chair shall preside as chair of every meeting of the Panel.

4.2.3 If the Panel Chair is unable to attend a meeting:

(a) the Deputy Panel Chair (if appointed) shall act as chair of the meeting;

(b) if the Deputy Panel Chair is unable to attend the meeting or no Deputy Panel Chair is appointed, the Panel Chair shall nominate another Panel Member to act as chair of the meeting.

4.2.4 If the Panel Chair or Deputy Panel Chair or a nominee under paragraph 4.2.3 is not present within thirty minutes after the time for which a Panel Meeting has been convened (and provided the Panel Chair or Deputy Panel Chair or nominee, as the case may be, has not notified the Panel Secretary that they have been delayed and are expected to arrive within a reasonable time), the Panel Members present may appoint one of their number to be chair of the meeting.

4.2.5 As soon as practicable after each meeting of the Panel, the Panel Secretary shall prepare and send to Panel Members the minutes of such meeting, which shall be approved (or amended and approved) at the next meeting of the Panel after they were so sent, and when approved the minutes (excluding any matter which the Panel decided was not appropriate for such publication, having regard to the principles set out in paragraph 3.3) shall be placed on the BSC Website.

4.3 Quorum

4.3.1 No business shall be transacted at any meeting of the Panel unless a quorum is in attendance at the meeting.

4.3.2 Subject to paragraph 4.3.3, a quorum shall be such number of Panel Members or alternates in attendance (in person or via telephone conference call or other similar means) as constitutes more than fifty (50) per cent (%) of all Panel Members.

4.3.3 If within thirty minutes after the time for which a Panel meeting has been convened a quorum is not present (and provided the Panel Secretary has not been notified by Panel Members that they have been delayed and are expected to arrive within a reasonable time):

(a) the meeting shall be adjourned to the same day in the following week at the same time;

(b) the Panel Secretary shall give notice of the adjourned meeting as far as practicable in accordance with paragraph 4.1.5, 4.1.6 and 4.1.7;

(c) at the adjourned meeting, if there is not a quorum present within thirty minutes after the time for which the meeting was convened, those present shall be a quorum.

4.4 Voting

4.4.1 At any meeting of the Panel any matter to be decided shall be put to a vote of Panel Members upon the request of the chair of the meeting or of any Panel Member.

4.4.2 Subject to paragraphs 2.10.6(b), 4.4.4 and 4.4.5, in deciding any matter at any meeting of the Panel each Panel Member shall cast one vote.

4.4.3 Except as otherwise expressly provided in the Code, any matter to be decided at any meeting of the Panel shall be decided by simple majority of the votes cast at the meeting (and an abstention shall not be counted as a cast vote).

4.4.4 The Panel Chair shall not cast a vote as a Panel Member but shall have a casting vote on any matter where votes are otherwise cast equally in favour of and against the relevant motion; provided that where any person other than the Panel Chair is chair of a Panel meeting they shall not have a casting vote.

4.4.5 The Panel Member appointed by the NETSO shall not cast a vote in relation to any decision to be taken pursuant to Section F in relation to any Modification Proposal.

4.4.6 A resolution in writing signed by or on behalf of all of the Panel Members entitled to vote in respect of the matter the subject of the resolution shall be valid and effectual as if it had been passed at a duly convened and quorate meeting of the Panel; and such a resolution may consist of several instruments in like form each signed by or on behalf of one or more Panel Members.

4.4.7 Where the Panel Chair considers it appropriate a meeting of the Panel may be validly held by telephone conference call (or other similar means) where all the Panel members present at such meeting can speak to and hear each other; and any decision taken at such meeting shall be validly taken provided that:

(a) the provisions of this paragraph 4 have otherwise been complied with; and

(b) Not used

4.5 Attendance by other persons

4.5.1 Subject to paragraph 4.5.2, any meeting of the Panel or of any Panel Committee shall be open to attendance by a representative of any Party and any other person entitled to receive notice of Panel Meetings under paragraph 4.1.6; and any person so attending such a meeting may speak if invited to do so by the chair of the meeting, but shall not vote at the meeting.

4.5.2 Paragraph 4.5.1 shall not apply:

(a) to meetings of the Trading Disputes Committee or those meetings of the Performance Assurance Board as stated in Section Z, or to any meeting or part of a meeting of the Panel at which a matter referred and/or appealed to the Panel pursuant to Section W3.5.1 and/or Section Z6.3 (respectively) is to be considered; and

(b) to any other meeting or part of a meeting of the Panel or a Panel Committee at which any particular matter (not including any Modification Business, but without prejudice to paragraph 4.6.1(e)) is to be considered, where the chair of the meeting considers that it is not appropriate (having regard to the principles set out in paragraph 3.3, or on the grounds of commercial sensitivity in relation to any person which is not a Party) for such matter to be considered in open session;

4.5.3 The chair of a meeting of the Panel or Panel Committee may invite any person to attend all or any part of the meeting, and may invite any person attending the meeting to speak at the meeting.

4.6 Urgent Modification Proposals

4.6.1 Notwithstanding anything to the contrary in the preceding provisions of this paragraph 4, in relation to any Modification Business involving an Urgent Modification Proposal (or a Modification Proposal which the Proposer or BSCCo and/or the NETSO recommend should be treated as an Urgent Modification Proposal):

(a) the Panel Chair shall determine the time by which, in their opinion, a decision of the Panel is required in relation to such matter, having regard to the degree of urgency in all the circumstances, and references in this paragraph 4.6 to the 'time available' shall mean the time available, based on any such determination of the Panel Chair;

(b) the Panel Secretary shall, at the request of the Panel Chair, convene a meeting or meetings (including meetings by telephone conference call, where appropriate) of the Panel in such manner and on such notice as the Panel Chair considers appropriate, and such that, where practicable within the time available, as many Panel Members as possible may attend;

(c) each Panel Member shall be deemed to have consented, for the purposes of paragraph 4.1.10, to the convening of such meeting(s) in the manner and on the notice determined by the Panel Chair;

(d) paragraph 4.1.11 shall not apply to any such Modification Business;

(e) any such meeting of the Panel may be in closed session if the Panel Chair considers that it is not reasonably practicable or appropriate in all the circumstances to hold such meetings in open session;

(f) where:

(i) it becomes apparent, in seeking to convene a Panel meeting within the time available, that a quorum will not be present; or

(ii) it transpires that the Panel meeting is not quorate and it is not possible to rearrange such meeting within the time available,

the Panel Chair shall endeavour to contact each Panel Member individually in order to ascertain such Panel Member's vote, and (subject to paragraph (g)) any matter to be decided shall be decided by a majority of those Panel Members who so cast a vote;

(g) where the Panel Chair is unable to contact at least 4 Panel Members within the time available, the Panel Chair may decide the matter (in consultation with the NETSO and with those Panel Members (if any) who have been contacted by the Panel Chair) provided that the Panel Chair shall include details in the relevant Modification Report of the steps they took to contact other Panel Members first.

4.6.2 The measures to be undertaken by the Panel Chair under paragraph 4.6.1 shall be undertaken by the Deputy Panel Chair in the absence of the Panel Chair, and in the absence of both of them by a Panel Member nominated for the purpose by the Panel Chair after consultation with the Authority.

4.7 Urgent Panel Meetings

4.7.1 Notwithstanding anything to the contrary in the preceding provisions of this paragraph 4, if any matter (not being Modification Business) arises which, in the Panel Chair’s opinion is of a sufficiently urgent nature as to require a decision of the Panel earlier than may be possible under paragraph 4.1.10:

(a) the Panel Chair shall determine the time by which, in their opinion, a decision of the Panel is required in relation to such matter, having regard to the degree of urgency in all the circumstances, and references in this paragraph 4.7 to the 'time available' shall mean the time available, based on any such determination of the Panel Chair;

(b) the Panel Secretary shall, at the request of the Panel Chair, convene a meeting or meetings (including meetings by telephone conference call, where appropriate) of the Panel in such manner and on such notice (but in any event not less than one hours notice) as the Panel Chair considers appropriate, and such that, where practicable within the time available, as many Panel Members as possible may attend;

(c) each Panel Member shall be deemed to have consented, for the purposes of paragraph 4.1.10, to the convening of such meeting(s) in the manner and on the notice determined by the Panel Chair.

5. PANEL COMMITTEES

5.1 Establishment

5.1.1 Subject to paragraph 5.1.4, the Panel may establish committees for the purposes of doing or assisting the Panel in doing anything to be done by the Panel pursuant to the Code, and may decide that any such committee (other than one whose establishment is expressly provided for in the Code) shall cease to be established.

5.1.2 A Panel Committee may be established on a standing basis or for a fixed period or a finite purpose or otherwise as expressly provided by the Code.

5.1.3 Subject to paragraph 5.1.6, the Panel may delegate to any Panel Committee any of the powers, responsibilities and functions of the Panel.

5.1.4 A Panel Committee shall not further delegate to any person any of its powers, responsibilities and functions unless the Code or the Panel expressly permits such delegation, and then only to the extent so permitted.

5.1.5 The Panel shall establish a Trading Disputes Committee in accordance with Section W; and the provisions of Section W as to the Trading Disputes Committee shall prevail over, so far as in conflict or inconsistent with, those of this paragraph 5.

5.1.6 The Panel may not establish Panel Committees for the purpose of the discharge of the functions of the Panel under Section F in relation to Code Modifications (but without prejudice to the provisions of that Section as to Workgroups), and the provisions of this paragraph 5 shall not apply in relation to those functions.

5.1.7 The Panel shall establish a Panel Committee to act as the Balancing Mechanism Reporting Service Change Board (the "BCB") in respect of which the provisions of this paragraph 5 shall apply except that, in relation to the BCB’s functions and duties in relation to BSC Data, the provisions of Section H11 shall apply.

5.2 Membership

5.2.1 Any Panel Committee shall be composed of such persons of suitable experience and qualifications as the Panel shall decide (having regard to its duties under paragraph 1.2) and as shall be willing to serve thereon.

5.2.2 The members of a Panel Committee may include inter alia any Panel Member, an employee or other nominee of any Party, and any employee of BSCCo.

5.2.3 It is expected that each Party shall, to a reasonable level, make available suitably qualified personnel to act as members from time to time of Panel Committees.

5.2.4 The Authority shall be entitled to receive notice of, and to appoint one or more representatives to attend and speak, but not to vote, at any meeting of any Panel Committee.

5.3 Duties and terms of reference of Panel Committees

5.3.1 Paragraph 1.2 shall apply in relation to any Panel Committee as it applies in relation to the Panel, and paragraph 2.8.1 shall apply in relation to each member of any Panel Committee; and the Panel may (but shall not be required to) obtain confirmation from any member of a Panel Committee and/or the employer of any such member in terms equivalent to those required by paragraph 2.8.2(a) and (b) respectively.

5.3.2 The Panel shall provide written terms of reference to each Panel Committee and may modify such terms of reference as the Panel shall determine (unless such terms of reference are prescribed in the Code).

5.4 Proceedings of Panel Committees

5.4.1 The Panel may prescribe the manner in which the proceedings and business of any Panel Committee shall be conducted, including any matter which is provided for (in relation to the Panel) in paragraph 4; but the Panel may prescribe that any such matter shall be determined by the Panel Committee itself.

5.4.2 To the extent to which the Panel does not prescribe (in accordance with paragraph 5.4.1) the manner in which the proceedings and business of any Panel Committee shall be conducted, the provisions of paragraph 4 (other than paragraphs 4.1.1 to 4.1.4 (inclusive), 4.2, 4.4.5 and 4.6) shall apply, mutatis mutandis, in relation to that Panel Committee.

5.5 Decisions of Panel Committee

5.5.1 Where pursuant to the Code or any Code Subsidiary Document a decision of the Panel as to any matter is to have binding effect on any Party or Parties, a decision of a Panel Committee as to that matter shall be binding on Parties only to the extent that:

(a) the Panel has expressly delegated to the Panel Committee the relevant decision-making powers; or

(b) the Panel has approved the decision of the Panel Committee.

5.5.2 For the purposes of paragraph 5.5.1(a) the unanimous agreement of all Panel Members present and entitled to vote at the meeting at which such matter is to be decided shall be required in order to delegate the relevant decision-making powers to a Panel Committee.

5.5.3 Where (pursuant to paragraph 5.5.1) a decision of a Panel Committee is binding on Parties, that decision shall not be capable of being referred to the Panel unless the Panel so determined when delegating its decision-making powers to the Panel Committee.

5.5.4 In addition to those referred to in paragraph 5.1.6, the following decisions of the Panel shall not be delegated to a Panel Committee:

(a) the decision to approve the Business Strategy (or any revision thereto) pursuant to Section C6.3:

(b) the decision to exercise any of its powers in relation to a Defaulting Party pursuant to Section H3.2;

5.5.5 For the avoidance of doubt, the delegation to a Panel Committee of any decision-making powers of the Panel shall not relieve the Panel of its general responsibility to ensure that such powers are exercised in accordance with the Code.

6. ANNUAL REPORTS AND ANNUAL BSC MEETING

6.1 Annual report

6.1.1 The Panel shall prepare and provide to all Parties and the Authority, no later than 30th June in each BSC Year (the "current" year), a report summarising the implementation of the Code and the activities of the Panel and its committees and of BSCCo in the preceding BSC Year (the "report" year).

6.1.2 The Annual BSC Report shall include:

(a) a review of the operation of Settlement and the implementation of the Code generally;

(b) a review of the implementation of the Modification Procedures and the Modification Proposals which have been subject to those procedures;

(c) a report on the performance by each BSC Agent of its functions under the Code and pursuant to its BSC Agent Contract;

(d) a review against the Business Strategy for that BSC Year of the activities undertaken by BSCCo, and a review against the Annual Budget for that BSC Year of the expenditure of BSCCo;

(e) Not used;

(f) a report in relation to Trading Disputes as provided in Section W5.2;

(g) a report on the performance by each Market Index Data Provider of its functions under the Code and pursuant to its Market Index Data Provider Contract;

in and in respect of the report BSC Year.

6.1.3 The report shall be accompanied by:

(a) the Annual Report and Accounts of BSCCo for the report BSC Year;

(b) the most recent BSC Audit Report and report of the BM Auditor; and

6.2 Annual BSC Meeting

6.2.1 An Annual BSC Meeting shall be held once in each BSC Year, in the month of July.

6.2.2 One or more representatives of each Party shall be entitled to attend and speak at the Annual BSC Meeting.

6.2.3 Any person entitled (other than pursuant to paragraph 4.5.1) to attend and speak at a meeting of the Panel shall be entitled to attend and speak at the Annual BSC Meeting.

6.2.4 The Panel Secretary shall convene the Annual BSC Meeting by giving not less than twenty eight days' notice, specifying the date, time and place of the meeting, to each Party, each Panel Member, and each person entitled to receive notice of a meeting of the Panel.

6.2.5 Each Panel Member (in person and not via an alternate), each Director of BSCCo and the Chief Executive of BSCCo shall attend the Annual BSC Meeting unless prevented from doing so by exceptional circumstances. The Panel Chair (or in their absence the Deputy Panel Chair failing whom a Panel Member nominated by the Panel) shall chair the meeting except that any part of any Annual BSC Meeting dealing with Resolutions shall be chaired by BSCCo in accordance with paragraph 3.2.1 of Annex C-2.

6.2.6 The purpose of the Annual BSC Meeting shall be for:

(a) an explanation and discussion of the accounts and reports provided pursuant to paragraph 6.1 for the previous BSC Year, and the Business Strategy and Annual Budget provided pursuant to paragraph 6.1 for the current BSC Year, and a response to any questions which Parties may have in relation to them (including any questions submitted in advance pursuant to paragraph 6.2.8);

(b) Not used.

(d) Voting Parties to vote on any Resolutions raised pursuant to Section C4.9.1 or Section C4.10.1.

6.2.7 Subject to paragraph 6.2.6, the Annual BSC Meeting shall not be a general meeting of BSCCo or a meeting of the Directors of BSCCo or of the Panel; and the Annual BSC Meeting shall have no power to take any decision; and no vote on any matter shall be taken at such meeting; and nothing said by any Panel Member or Director of BSCCo at such meeting shall amount to a decision of the Panel or Board of Directors of BSCCo or have any other binding effect.

6.2.8 Where a Party wishes the Panel, the Directors of BSCCo and/or the Chief Executive of BSCCo to address a particular question at the Annual BSC Meeting (other than a matter raised pursuant to paragraphs 6.2.6(c) or 6.2.6(d), and having regard to the purpose of the meeting as set out in paragraph 6.2.6), such Party may submit such question to BSCCo in writing in advance of such meeting and BSCCo shall copy such question to all Parties.

ANNEX B-1: NOT USED.

ANNEX B-2: ELECTION OF INDUSTRY PANEL MEMBERS

1 GENERAL

1.1 Introduction

1.1.1 This Annex B-2 sets out the basis for election of Industry Panel Members for the purpose of Section B2.2.

1.1.2 This Annex B-2 shall apply:

(a) in relation to each year (the "election year") in which the term of office of Industry Panel Members expires, for the purposes of electing Industry Panel Members to hold office with effect from 1st October in that year;

(b) subject to and in accordance with paragraph 4, upon an Industry Panel Member ceasing to hold office before the expiry of their term of office.

1.1.3 For the purposes of an election under paragraph 1.1.2(a), references to Trading Parties are to persons who are Trading Parties as at 20th June in the election year.

1.1.4 BSCCo shall administer each election of Industry Panel Members pursuant to this Annex B-2.

1.1.5 In this Annex B-2 references to Panel Members are to Industry Panel Members.

1.2 Election timetable

1.2.1 BSCCo shall not later than 1st July in the election year prepare and circulate to all Trading Parties, with a copy to the Authority, an invitation to nominate candidates and a timetable for the election, setting out:

(a) the date by which nominations of candidates are to be received, which shall not be less than three weeks after the timetable is circulated and shall be after the date of the Annual BSC Meeting;

(b) the date by which BSCCo will circulate a list of candidates and voting papers;

(c) the date by which voting papers are to be submitted, which shall not be less than three weeks after the date for circulating voting papers;

(d) the date by which the results of the election will be made known, which shall not be later than 15thSeptember in the election year.

1.2.2 If for any reason it is not practicable to establish an election timetable in accordance with paragraph 1.2.1, or to proceed on the basis of an election timetable which has been established, BSCCo may establish a different timetable, or revise the election timetable, by notice to all Trading Parties, the Panel and the Authority, provided that such timetable or revised timetable shall provide for the election to be completed before 1st October in the election year.

1.2.3 A nomination or voting paper received by BSCCo later than the respective required date under the election timetable (subject to any revision under paragraph 1.2.2) will be disregarded in the election.

1.3 Publication of Election Results

1.3.1 Subject to paragraph 1.3.3, BSCCo shall as soon as reasonably practicable after the date determined in accordance with paragraph 1.2.1(d), make known the following:

(a) the total number of voting papers received by BSCCo in accordance with paragraph 3.1, but that have not been disregarded under paragraphs 1.2.3, 3.1.4 or 3.2.6;

(b) the total number of first, second and third preference votes allocated to each candidate in all voting papers submitted in accordance with paragraph 3.2 and prior voting rounds;

(d) the total number of remaining Panel Members to be elected in each voting round;

(e) the value of the qualifying total in each voting round; and

(f) the total number of qualifying preference votes allocated to each remaining candidate under all remaining voting papers in each voting round.

1.3.2 The provisions of paragraph 1.3.1 above shall also apply in the case of an election of any replacement Panel Member in accordance with paragraph 4.2.

1.3.3 Where the timetable for an election of a Panel Member is either:

(a) revised in accordance with paragraph 1.2.2; or

(b) expedited in accordance with paragraph 4.2.5;

then BSCCo shall make known the information described in paragraph 1.3.1 in accordance with such revised or expedited timetable.

2. CANDIDATES

2.1 Nominations

2.1.1 Nominations for candidates shall be made in accordance with the election timetable.

2.1.2 Subject to paragraph 2.1.3, each Trading Party may nominate one candidate for election by giving notice to BSCCo, accompanied by such documents as BSCCo may reasonably require in order to ascertain that the requirements of Section B2.8.2 are (or will if the candidate is elected) be satisfied.

2.1.3 A person shall not be nominated as a candidate:

(a) if that person would (if a Panel Member) be required to be removed from office under Section B2.7.4(b)(ii), (iii), (iv) or (vi);

(b) unless their nomination is accompanied by the documents referred to in paragraph 2.1.2.

2.1.4 If a Trading Party nominates more than one candidate:

(a) BSCCo shall endeavour to contact the Trading Party to establish which candidate it wishes to nominate;

(b) if BSCCo is unable to do so it will select at random one of the nominations submitted and the others will be disregarded.

2.2 List of candidates

2.2.1 BSCCo shall draw up a list of the nominated candidates for whom the requirements of paragraph 2.1.3 are satisfied and circulate the list to all Trading Parties by the date specified in the election timetable.

2.2.2 The list shall specify the Trading Party by whom each candidate was nominated and any affiliations which the candidate may wish to have drawn to the attention of Trading Parties.

2.2.3 If five or fewer candidates (for whom the requirements of paragraph 2.1.3 are satisfied) are nominated (or where paragraph 4 applies only one such candidate is nominated), no further steps in the election shall take place and such candidate(s) shall be treated as elected and paragraph 3.2.4 shall apply in relation to such candidate(s).

3. VOTING

3.1 Voting papers

3.1.1 Voting papers shall be submitted in accordance with the election timetable.

3.1.2 Subject to paragraph 3.1.3, each Trading Party may submit one voting paper for each Energy Account which is held by that Trading Party.

3.1.3 Only one Trading Party (the "voting" Trading Party) in a trading party group may submit voting papers.

3.1.4 If more than one Trading Party in a trading party group submits voting papers:

(a) BSCCo shall endeavour to contact each of such Trading Parties to establish which of them is to be the voting Trading Party;

(b) if one of such Trading Parties is confirmed as the voting Trading Party by each of the Trading Parties which BSCCo contacts, that Trading Party will be the voting Trading Party;

(c) otherwise, BSCCo shall select at random one of such Trading Parties to be the voting Trading Party and the others will be disregarded.

3.1.5 For the purposes of this paragraph 3, a "trading party group" means a Trading Party and every Affiliate of that Trading Party.

3.2 Preference votes and voting rounds

3.2.1 Each Trading Party submitting a voting paper shall vote by indicating on the voting paper a first, second and third preference ("preference votes") among the candidates.

3.2.2 A voting paper need not indicate a second, or a third, preference, but the same candidate may not receive more than one preference vote in a voting paper.

3.2.3 Candidates shall be elected in three voting rounds (together where necessary with a further round under paragraph 3.6) in accordance with the further provisions of this paragraph 3.

3.2.4 BSCCo will determine which candidates are elected and announce (to the Authority and all Parties) the results of the election in accordance with the election timetable.

3.2.5 BSCCo will not disclose the preference votes cast by individual Trading Parties; but a Trading Party may by notice to BSCCo require that the BSC Auditor scrutinise the conduct of the election, provided that such Trading Party shall bear the costs incurred by the BSC Auditor in doing so unless the BSC Auditor recommended that the election results should be annulled.

3.2.6 Further references to voting papers in this paragraph 3 do not include voting papers which are invalid or are to be disregarded.

3.3 First voting round

3.3.1 In the first voting round:

(a) the number of first preference votes allocated under all voting papers to each candidate shall be determined.

(b) the first round qualifying total shall be:

(T / N) + 1

where

T is the total number of first preference votes in all voting papers;

N is the number of Panel Members to be elected.

3.3.2 If the number of first preference votes allocated to any candidate is equal to or greater than the first round qualifying total, that candidate shall be elected.

3.4 Second voting round

3.4.1 In the second voting round:

(a) the remaining candidates are those which were not elected in the first voting round;

(b) the remaining voting papers are voting papers other than those under which the first preference votes were for candidates elected in the first voting round;

(c) the number of first and second preference votes allocated under all remaining voting papers to each remaining candidate shall be determined;

(d) the second round qualifying total shall be

( T' / N' ) + 1

where

T' is the total number of first preference votes and second preference votes allocated under all remaining voting papers;

N' is the number of Panel Members remaining to be elected after the first voting round.

3.4.2 If the number of first and second preference votes allocated to any remaining candidate is equal to or greater than the second round qualifying total, that candidate shall be elected.

3.5 Third voting round

3.5.1 In the third voting round:

(a) the remaining candidates are those which were not elected in the first or second voting rounds;

(b) the remaining voting papers are voting papers other than those under which the first or second preference votes were for candidates elected in the first or second voting rounds;

(c) the number of first, second and third preference votes allocated under all remaining voting papers to each remaining candidate shall be determined;

(d) the third round qualifying total shall be

( T" / N'' ) + 1

where

T'' is the total number of first preference votes, second preference votes and third preference votes allocated under all remaining voting papers;

N'' is the number of Panel Members remaining to be elected after the first and second voting rounds.

3.5.2 If the number of first, second and third preference votes allocated to any remaining candidate is equal to or greater than the third round qualifying total, that candidate shall be elected.

3.6 Further round

3.6.1 If any Panel Member(s) remain to be elected after the third voting round:

(a) the then remaining candidates shall be ranked in order of the number of first preference votes allocated to them, and the candidate(s) with the greatest number of such votes shall be elected;

(b) in the event of a tie between two or more candidates within paragraph (a), the candidate(s) (among those tied) with the greatest number of second preference votes shall be elected;

(c) in the event of a tie between two or more candidates within paragraph (b), BSCCo shall select the candidate(s) (among those tied) to be elected by drawing lots.

4. VACANCIES

4.1 General

4.1.1 If a Panel Member (the "resigning" Panel Member) ceases to hold office pursuant to Section B2.7.4:

(a) not less than six months before the expiry of the term of their office, paragraph 4.2 shall apply;

(b) less than six months before the expiry of the term of their office, paragraph 4.3 shall apply.

4.1.2 The provisions of paragraph 2.1.2 shall apply, mutatis mutandis, to any replacement Panel Member under this paragraph 4.

4.2 Replacement for not less than six months

4.2.1 Where this paragraph 4.2 applies, a replacement Panel Member shall be elected (for the remainder of the term of office of the resigning Panel Member) in accordance with paragraph 2 and 3 but subject to the further provisions of this paragraph 4.2.

4.2.2 Only those Trading Parties who voted for the resigning Panel Member, or who did not vote for (and are not Affiliates of any Trading Party which voted for) any elected Panel Member still serving, shall participate in the election by nominating candidates or submitting voting papers (but without prejudice to paragraph 3.1.3).

4.2.3 BSCCo shall circulate to all Trading Parties a list of the Trading Parties who are to participate in the election.

4.2.4 For the purposes of this paragraph 4.2 a Trading Party is considered (in any election of Industry Panel Members) to have voted for an elected candidate where that Trading Party indicated a preference vote in favour of that candidate which was counted (under the first or second or third voting round or further round under paragraph 3.6, as the case may be) in electing that candidate.

4.2.5 The timetable for the election shall be expedited and BSCCo will prepare and obtain the Panel's approval of a timetable accordingly.

4.3 Replacement for less than six months

4.3.1 Where this paragraph 4.3 applies, subject to paragraph 4.3.2, the Trading Party which nominated the resigning Panel Member shall be entitled (by notice to BSCCo) to appoint a replacement Panel Member (for the remainder of the term of office of the resigning Panel Member).

4.3.2 Paragraph 2.1.3 shall apply for the purposes of paragraph 4.3.1 as though references to the nomination of a candidate were to the appointment of a replacement Panel Member.

4.3.3 If such Trading Party does not appoint a replacement, the position shall remain vacant until the next full election.

AMENDMENT RECORD – SECTION B

Section B

Version 34.0

Effective Date: 01/10/2024

Modification Proposal	Approval Date	Implementation Date	Version
ORD009	13/09/24	01/10/24	34.0
P464	09/11/23	29/02/24	33.0
P450	12/01/23	23/02/23	32.0
P448	06/12/22	07/12/22	31.0
P420	23/07/21	01/09/21	30.0
P398	03/02/21	24/06/21	29.0
ORD007	14/09/20	19/09/20	28.0
P400	12/03/20	08/04/20	27.0
P401	12/03/20	08/04/20	27.0
P369	24/09/18	29/03/19	26.0
P362 Alternative	20/08/18	28/08/18	25.0
P353 Fast Track Self-Governance	08/12/16	06/01/17	24.0
P324	14/10/16	11/11/16	23.0
P318 Self Governance	08/10/15	25/02/16	22.0
P319 Self-Governance	14/05/15	05/11/15	21.0
P301 Fast Track Self Governance	08/05/14	03/06/14	20.0
P281	17/09/12	01/10/12	19.0
ORD004: Warm Home Discount (Reconciliation) Regulations 2011	DECC 29/06/11	06/07/11	18.0
P262	10/12/10	31/12/10	17.0
P232	25/06/09	05/11/09	16.0
ORD003	23/06/09	24/06/09	15.0
ADN004	01/10/08	01/10/08	14.0
P207	10/07/07	10/09/07	13.0
P197	10/08/06	23/08/07	12.0
P208	16/01/07	22/02/07	11.0
P206	24/01/07	31/01/07	10.0
P187	26/07/05	09/08/05	9.0
ORD001	BETTA	01/09/04	8.0
P78	09/09/02	11/03/03	6.0
P101	02/01/03	23/01/03	7.0
P28	26/06/02	10/07/02	3.0
P56	10/03/02	18/03/02	5.0
P54	30/11/01	30/11/01	4.0
P5	24/07/01	24/07/01	2.0

SECTION C: BSCCO AND ITS SUBSIDIARIES

1. GENERAL

1.1 Introduction

1.1.1 This Section C sets out:

(a) provisions as to the constitution of BSCCo and the share capital of the BSCCo ;

(b) the powers, functions and responsibilities of BSCCo;

(d) provisions as to the relationship between BSCCo and Parties;

(e) arrangements for establishing a Business Strategy and Annual Budget for BSCCo; and

(f) provisions relating to Subsidiaries of BSCCo.

1.1.2 In this Section C references to a Party do not include BSCCo or the BSC Clearer.

1.2 Role and powers, functions and responsibilities of BSCCo

1.2.1 The principal role of BSCCo (but subject as provided in this paragraph 1.2) is to provide and procure facilities, resources and services (including providing or procuring resources required by the Panel and Panel Committees, and procuring services under BSC Service Descriptions) required for the proper, effective and efficient implementation of the Code.

1.2.1A Without prejudice to paragraph 1.2.1, a BSC Company (directly or through any agent) may discharge the functions and responsibilities of the WHD Operator as set out in the Warm Home Discount (Reconciliation) Regulations 2011 subject to the following:

(a) the appointed BSC Company may discharge the functions and responsibilities of the WHD Operator in accordance with any of the provisions, powers and mechanisms set out in the Code and the Code shall be construed accordingly;

(b) each Party and the Panel shall not (whether by action, omission or withholding of consent) prevent or restrict such BSC Company from discharging the functions and responsibilities of the WHD Operator and shall (where applicable) co-operate with all requests for information and payment made by such BSC Company in discharging those functions and responsibilities;

(c) each Party (to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature (other than for death or personal injury as a result of negligence or for an equitable remedy) against any BSC Company and releases each BSC Company from any such liability in respect of any breach by such BSC Company in connection with its discharge of the functions and responsibilities of the WHD Operator;

(d) Parties shall have no liability or obligation to provide financial support to the appointed BSC Company in respect of its discharge of the functions and responsibilities of the WHD Operator;

(e) the appointed BSC Company shall account for all costs, expenses, liabilities and resources (incurred or used) and for payments (received and made) in the discharge of the WHD Operator’s functions and responsibilities separately from BSC Costs and Trading Charges respectively;

(f) the appointed BSC Company shall provide all information requested by the Authority or Secretary of State in relation to its discharge of the WHD Operator’s functions and responsibilities;

(g) the appointed BSC Company shall provide the Panel with reports from time to time in relation to its discharge of the WHD Operator’s functions and responsibilities, provided that such BSC Company shall not be required to disclose to the Panel any information that the Secretary of State or the Authority expressly request such BSC Company to keep confidential;

(h) in discharging the WHD Operator’s functions and responsibilities, the appointed BSC Company has the objective of the efficient and economic discharge of the functions and responsibilities under the Warm Home Discount (Reconciliation) Regulations 2011 and paragraph 1.3.1 shall accordingly not apply to this paragraph 1.2.1A;

(i) paragraphs 3.4.5(b), 5.1, 5.2 and 7 shall not apply to this paragraph 1.2.1A;

(j) notwithstanding Section F2, this paragraph 1.2.1A and paragraphs 3.1.2A and 3.1.2B of Section B may not be amended without the prior written consent of the Secretary of State or the Authority; and

(k) for the purposes of the Code, this paragraph 1.2.1A shall cease to have effect upon the termination of the appointment of a BSC Company as the WHD Operator, save for paragraphs (c), (d), (e), (f), (g) and (i) which shall continue to apply to the extent and for such period as is necessary.

1.2.1B Without prejudice to paragraphs 1.2.1 and 1.2.1A, and subject to the provisions of paragraphs 3.4, 3.5 and 10, the activities set out in Annex C-1 (the "Permissible Activities") may be undertaken by an Affiliate (or Affiliates) of BSCCo established to undertake those Permissible Activities ("Permitted Affiliate").

1.2.1C Without prejudice to paragraph 1.2.1, BSCCo may perform the functions, role and responsibilities of the EPG Scheme Administrator in accordance with paragraph 14.

1.2.1D Without prejudice to paragraph 1.2.1, BSCCo may perform its functions and responsibilities in respect of the EBR Scheme in accordance with paragraph 15.

1.2.1E Without prejudice to paragraph 1.2.1, BSCCo may perform the functions, role and responsibilities of the Market Facilitator in accordance with paragraph 17.

1.2.2 Subject to the further provisions of this Section C, BSCCo shall have the powers, functions and responsibilities set out in or assigned to it pursuant to the Code, and shall not undertake any business or activity other than as provided for in the Code.

1.2.3 Without prejudice to the generality of paragraph 1.2.2, BSCCo shall have the powers, functions and responsibilities set out in paragraph 3.

1.2.4 Subject to the further provisions of this Section C, BSCCo may do anything necessary for or reasonably incidental to the discharge of the functions and responsibilities assigned to it in the Code or by the Panel pursuant to the Code.

1.2.5 The powers of BSCCo shall be subject to the restrictions and limits set out in or imposed pursuant to the Code.

1.2.6 Subject always to Section H1.5.1, BSCCo shall, in the exercise of its powers, functions and responsibilities, have regard to and, to the extent they are relevant, act consistently with the Code Administration Code of Practice Principles.

1.3 Objectives

1.3.1 BSCCo shall exercise its powers and discharge its functions and responsibilities with a view to achieving the objectives set out in Section B1.2.1 (construed as though references to the Panel were to BSCCo).

1.3.2 As provided in paragraph 5.1, BSCCo is not intended to make a profit or loss in any BSC Year.

2. CONSTITUTION OF BSCCO AND SHARE CAPITAL OF BSCCO

2.1 Constitution of BSCCo

2.1.1 Subject to paragraph 2.1.2, the Articles of Association of BSCCo shall be in the form designated pursuant to the Implementation Scheme.

2.1.2 The form of the Articles of Association of BSCCo (as amended by paragraphs 2.1.4 and 2.1.5) shall be treated as incorporated in and forming part of the Code for the purposes of enabling such form to be modified, and such form shall accordingly be capable of being modified, by way of Code Modification made pursuant to a Modification Proposal and otherwise in accordance with Section F; and the Articles of Association of BSCCo shall be amended so as to be in any such modified form.

2.2 Share capital of BSCCo

2.2.1 The ownership of the share capital in BSCCo shall be regulated in accordance with Annex C-3.

3. POWERS AND FUNCTIONS OF BSCCO

3.1 General

3.1.1 Without prejudice to paragraph 1.2.2, BSCCo shall have the following powers, functions and responsibilities:

(a) to enter into, manage and enforce contracts with service providers (as BSC Agents) for the supply of the services required by BSC Service Descriptions, and negotiate and agree amendments to such contracts, as further provided in Section E and, where relevant, paragraph 10.1.5;

(b) to advise the Panel and keep it advised as to and in respect of the matters which it is necessary or appropriate that the Panel should consider in order to discharge the Panel's functions and responsibilities in accordance with the Code;

(c) to provide or arrange the provision of such facilities, resources and other support as may be required by the Panel to enable the Panel or any Panel Committee or Workgroup to discharge its functions and responsibilities under the Code;

(d) to provide secretarial and administrative services in connection with meetings of the Panel and Panel Committees and Workgroups, including the convening and holding of such meetings, and taking and circulation of minutes;

(e) to provide and make available to Parties such facilities, services and information in connection with the implementation of the Code as the Code may provide or the Panel may require;

(f) to provide or arrange the provision of facilities, resources and other support in connection with the procedures for modification of the Code in accordance with Section F;

(g) to enter into contracts (in terms complying with any applicable provisions of Section B) of employment or other engagement with persons from time to time to be appointed as Panel Chair or Panel Members under Section B2.5;

(h) to indemnify against liability and, if relevant, to reimburse the expenses of, Panel Members, members of Panel Committees, members of Workgroups and others as provided in the Code or as otherwise required in BSCCo’s discretion in connection with any BSC Agent Contract;

(i) to enter on behalf of all Parties into Accession Agreements with new Parties in accordance with Section A2.2, and to enter on behalf of all Parties into Novation Agreements with Novation Applicants and Transferring Parties in accordance with Section A2.7;

(j) not used;

(k) to act as shareholder of the BSC Clearer in accordance with paragraph 7;

(l) to receive, collect and hold such data and information, and to prepare and maintain such books and records, as may be required under the Code or reasonably necessary to enable BSCCo to comply with its functions and responsibilities under the Code; and to provide data and information held by it to the Panel upon request and to other persons in accordance with any express provision of the Code;

(m) without prejudice to the generality of paragraph (l), where it is not the function of a BSC Agent to do so, to maintain records of the extent to which Parties have satisfied requirements of the kind referred to in Section A4.5.3, and to provide details thereof to BSC Agents and other persons as required for the purposes of the Code;

(n) to monitor whether any Party is, or with the lapse of time or giving of notice would be, in Default (in accordance with Section H3), and to give to any Party any notice the giving of which will result in that Party being in Default (but not for the avoidance of doubt to give any notice consequent upon a Party’s being in Default unless expressly authorised to do so by the Panel or by a provision of the Code);

(o) to act as the Performance Assurance Administrator;

(p) to prepare and/or (as the Panel may require) assist the Panel to prepare the Annual BSC Report for each BSC Year in accordance with Section B6.1;

(q) to make recommendations to the Panel as to possible Modification Proposals in the circumstances mentioned in paragraph 3.8.8 and Section F2.1.1(d)(ii) and (iii);

(r) to the extent provided in and in accordance with the policy from time to time established by the Panel, to act as a point of contact for persons from other countries interested in, and to explain to such persons, the arrangements for and developments in wholesale trading of electricity in Great Britain and/or Offshore, and to participate in institutional comparative discussions of such arrangements and developments in other countries;

(s) to provide Profile Administration Services (with the consent of the Panel) and to enter into, manage and (subject to the Code) enforce contracts with service providers for the supply of Profile Administration Services in accordance with paragraph 9;

(t) in conjunction with the other code administrators identified in the Code Administration Code of Practice, to maintain, publish, review and where appropriate (but subject always to the approval of the Authority) amend the Code Administration Code of Practice;

(u) to delegate responsibility for performance of the powers, functions and responsibilities specified in this paragraph 3.1.1 and otherwise provided for in the Code, to the BSC Services Manager (save in respect of paragraph (k) and its obligations and responsibilities under Section E4, );

(v) to provide the MHSS Implementation Manager services in accordance with paragraph 12;

(w) to provide Capacity Market Advisory Group administration and management services in accordance with paragraph 13;

(x) to perform its functions and responsibilities as EPG Scheme Administrator in accordance with paragraph 14;

(y) to perform its functions and responsibilities in respect of the EBR Scheme in accordance with paragraph 15;

(z) to perform the functions and responsibilities of the DIP Manager in accordance with the DIP Rules; and

(aa) to provide Market Facilitator Implementation Services and perform its functions and responsibilities as the Market Facilitator (including providing the Market Facilitator Operational Services) both in accordance with paragraph 17.

3.1.1A BSCCo shall obtain the Panel’s consent prior to raising any potential amendments to the Code Administration Code of Practice.

3.1.2 To the extent to which the terms of reference (pursuant to Section B5.3.2) of a Panel Committee or Workgroup authorise the Panel Committee itself to request from BSCCo facilities, resources or other support (falling within paragraph 3.1.1(c)), BSCCo shall provide or arrange the provision of such facilities, resources or other support as may be so requested.

3.1.3 The facilities, resources and other support which BSCCo may be required to provide to or arrange for the Panel or a Panel Committee or Workgroup include:

(a) facilities for holding meetings;

(b) the provision of advice and expertise in connection with any matter which (pursuant to the Code) is to be considered by the Panel or Panel Committee or Workgroup;

(d) where BSCCo so decides or the Panel specifically so requests, the services of external firms of advisers and consultants or the attendance at meetings of experts (and paying the fees and expenses of such advisers, consultants and experts).

3.1.4 BSCCo shall have the powers, functions and responsibilities assigned to it in the Implementation Scheme (including without limitation those provided in connection with the Pooling and Settlement Agreement).

3.2 Panel Secretary

3.2.1 BSCCo shall at all times provide a person approved by the Panel to be the Panel Secretary (and shall whenever required to fill a vacancy nominate a person to that position).

3.3 Enforcement of Code

3.3.1 If:

(a) a Party is or may be in breach of any provision of the Code, and

(b) the Panel is of the opinion that the breach or continuance of the breach has or will have a material adverse effect on the operation of the Code consistent with the objectives in Section B1.2.1, as a result of which it is appropriate that proceedings should be commenced for the enforcement of such provision against such Party then the Panel may instruct BSCCo to take proceedings against such Party.

3.3.2 Where the Panel has instructed BSCCo to take proceedings against a Party in breach pursuant to paragraph 3.3.1:

(a) BSCCo shall commence and with reasonable diligence continue such proceedings, for such remedy or remedies as the Panel shall have decided, subject to paragraph (b);

(b) BSCCo shall act in such proceedings (including without limitation any discontinuance or settlement thereof) in accordance with such terms of reference and reporting requirements, and subject to such supervision or instruction, as may be stipulated or provided by the Panel (or where the Panel has established any Panel Committee for that purpose, by that committee in accordance with its terms of reference);

(c) each Party (other than the Party in breach) hereby appoints BSCCo as agent in its name and on its behalf to commence and take such proceedings, and agrees that BSCCo and/or the Panel and/or any Panel Committee (in accordance with arrangements made for the purposes of paragraph (b)) shall exclusively have the conduct of the proceedings;

(d) all costs and expenses incurred by BSCCo in the proceedings (including any amounts awarded to the Party in breach) shall be BSC Costs;

(e) where any amount is recovered from the Party in breach pursuant to such proceedings, such amount shall be paid to Parties in their Annual Funding Shares (as at the time of the breach) or such other proportions and otherwise on such basis as the Panel shall consider fair and reasonable in all the circumstances;

(f) subject to paragraph 3.3.4, a Party shall not commence proceedings directly against the Party in breach without the prior approval of the Panel.

3.3.3 Except pursuant to paragraph 3.3.2, and subject as set out below, BSCCo shall not commence any proceedings against a Party in respect of breach of any provision of the Code.

3.3.4 Paragraph 3.3.2(f) shall not prevent a Party from taking any proceedings for interim relief or other steps against a Party which is or may be in breach of the Code where the first Party reasonably believes that such proceedings or steps need to be taken as a matter of urgency in order to protect its interests.

3.3.5 Except as provided in paragraph 3.3.2, nothing in this paragraph 3.3 shall prevent a Party from itself taking any steps to enforce against any other Party any provision of the Code.

3.3.6 Where:

(a) a Party is or may be in breach of the Code, and

(b) it appears to BSCCo that any proceedings for interim relief or other step should be taken, as a matter of urgency, in relation to that Party, in order to protect the interests of BSCCo and/or other Parties (or classes of Parties) pending such instructions from the Panel

BSCCo may take or arrange for the taking of such interim proceedings or step, after consulting where time permits with the Panel Chair.

3.3.7 In any case where paragraph 3.3.2 does not apply, BSCCo may with the approval of the Panel agree with any Parties to take proceedings on behalf of and at the cost of those Parties against a Party in breach of the Code.

3.3.8 This paragraph 3.3 does not apply in relation to any breach by a Party of any payment obligation under Section D or N.

3.4 Restrictions on powers of BSCCo

3.4.1 Subject to any contrary provision of the Code, any instructions (pursuant to any provision of the Code expressly providing for such instructions to be given to BSCCo) of the Panel, and the objectives referred to in paragraph 1.3.1, BSCCo shall have discretion as to the means by which it discharges, and the manner in which it is managerially organised so as to discharge, its functions and responsibilities under the Code.

3.4.2 In the discharge of its functions and responsibilities and the exercise of its powers, BSCCo will comply with applicable law.

3.4.3 BSCCo shall not, without the prior approval of the Panel:

(a) enter into any borrowings in a cumulative aggregate principal amount exceeding £10,000,000;

(b) make loans or grant any credit to any person, other than to a Subsidiary of BSCCo or in the ordinary course of business or as required or expressly permitted by the Code;

(c) mortgage, charge, assign by way of security, pledge or otherwise encumber any property of BSCCo or enter into any transaction which has a financial effect similar to a secured borrowing, other than:

(i) by way of lien or set-off arising by operation of law and in the ordinary course of trading; or

(ii) by way of reservation of title by the supplier of any property (other than real property) to BSCCo in the normal course of such supplier's business;

(d) except pursuant to any provision of the Code:

(i) dispose (by way of licence, charge, sale or otherwise, other than by way of licence to a BSC Agent in connection with a BSC Agent Contract) of any Intellectual Property Rights or other rights held by BSCCo in or in respect of any BSC Systems, or

(ii) (where any BSC Agent Contract prohibits such disposal without BSCCo’s authority or consent) authorise or consent to any such disposal by a BSC Agent of any such rights held by that BSC Agent;

(e) commence any proceedings against any person, or grant a waiver of any claim against any person, or settle any dispute, proceedings or claim brought by or against BSCCo or any other BSC Company, where the amount of such dispute or claim or subject to such proceedings exceeds (or in BSCCo's reasonable opinion is likely to exceed) such threshold amount as the Panel may from time to time specify for the purposes of this paragraph (e); provided that (without prejudice to the further provisions of the Code) this paragraph (e) does not apply in relation to claims, disputes and proceedings against or with Parties or BSC Agents or Market Index Data Providers.

3.4.4 For the purposes of paragraph 3.4.3, "borrowing" means any obligation (whether present or future, actual or contingent, as principal or surety) for the payment or repayment of money (whether in respect of interest, principal or otherwise) of BSCCo and any Subsidiary of BSCCo (other than the BSC Clearer) incurred in respect of:

(a) moneys borrowed or raised;

(b) any bond, note, loan stock, debenture or similar instrument;

(d) any hire purchase agreement, conditional sale agreement or lease, where that agreement has been entered into primarily as a method of raising finance or financing the acquisition of an asset;

(e) any guarantee, bond, stand‑by letter of credit or other similar instrument issued in connection with the performance of contracts;

(f) any interest rate or currency swap agreement or any other hedging or derivatives instrument or agreement; or

(g) any guarantee, indemnity or similar insurance against financial loss given in respect of the obligation of any person.

3.4.5 BSCCo shall not and shall not offer or agree to:

(a) issue, or grant any option, warrant or other instrument, security or right to subscribe for, or which is convertible into or exchangeable for, any shares of BSCCo;

(b) subscribe for, acquire or hold any share or other security in any company other than:

(i) shares in the BSC Clearer; or

(ii) any shares acquired pursuant to the Implementation Scheme;

3.4.6 Except where expressly provided for in the Code, BSCCo shall not give any cross-subsidy to, or receive any cross-subsidy from, a Permitted Affiliate.

3.5 BSCCo resources

3.5.1 If at any time the resources (which in this paragraph 3.5 does not mean financial resources) of BSCCo are inadequate to enable it to perform any particular requirement of the Code (including a requirement specified by the Panel or a Panel Committee or Workgroup pursuant to paragraph 3.1.1), BSCCo shall promptly so notify the Panel and discuss the matter with the Panel, and following such discussion shall take such steps and procure such resources as are necessary to enable BSCCo to meet such requirement (as it may have been modified following such discussion) as soon as is reasonably practicable.

3.6 Provision of information to the Authority, etc

3.6.1 If at any time or from time to time requested by the Authority, BSCCo shall:

(a) collect and provide to the Authority all such relevant information as the Authority may specify;

(b) where necessary in order to comply with such a request, subject to paragraph 3.6.3, procure the relevant information from the BSC Agent or Market Index Data Provider which holds such information;

(c) undertake and provide to the Authority such analysis of relevant information (but not in whole or in part of information other than relevant information) as the Authority may so request.

3.6.2 A request by the Authority for the purposes of paragraph 3.6.1 may be made on a particular occasion or on a standing basis.

3.6.3 BSCCo shall not be in breach of this paragraph 3.6 by reason of any failure of any BSC Agent or Market Index Data Provider to provide any information which BSCCo has requested from it, provided that BSCCo is reasonably diligent in pursuing such request.

3.6.4 For the purposes of this paragraph 3.6, "relevant information" is information which is or is to be provided to BSCCo or the Panel or to any BSC Agent by or on behalf of any Party pursuant to the Code, or is derived from any such information pursuant to the Code or is otherwise produced or created pursuant to the Code.

3.6.5 Where BSCCo receives a request from the Authority for the purposes of paragraph 3.6.1, BSCCo will so notify all Parties, unless the Authority has requested BSCCo to notify only the Party to whom such information relates, in which case BSCCo will so notify that Party.

3.7 Matters relating to the ESO Licence

3.7.1 If the Authority issues a direction pursuant to the ESO Licence to the NETSO to secure compliance with any relevant provision of the Code:

(a) BSCCo shall provide all such assistance and take all such steps as the NETSO may reasonably require to comply or secure compliance with the relevant provision;

(b) without limitation of paragraph (a), BSCCo hereby appoints and authorises the NETSO to make any request of or issue any instruction to any BSC Agent or Market Index Data Provider on behalf of and in the name of BSCCo;

(c) the NETSO is hereby authorised by all Parties to provide to the Authority or (where the relevant provision of the Code so requires) place on the BSC Website or otherwise publish the information in question;

(d) the reasonable costs of the NETSO properly incurred in complying with such direction shall be paid by BSCCo to the NETSO.

3.7.2 For the purposes of paragraph 3.7.1 the relevant provisions of the Code are the provisions of paragraph 3.6.1 (subject to paragraph 3.6.3) and any provision of the Code which provides for any information to be placed on the BSC Website or otherwise published.

3.8 Reviews of the Code

3.8.1 BSCCo shall carry out:

(a) periodic reviews of the Code and its implementation and of operations under the Code, and

(b) upon the request of the Authority, a review of any particular aspect (as specified by the Authority) of the Code or its implementation or of operations under the Code

in order to evaluate whether the Code (or such aspect of the Code) continues to facilitate achievement of the Applicable BSC Objectives and to do so in the most effective way.

3.8.2 Reviews under paragraph 3.8.1(a) shall take place at least once every 2 years and not more often than once every year.

3.8.3 BSCCo shall notify all Parties and the Authority of the start of each review under paragraph 3.8.1, and shall endeavour to complete each review within a period of 3 months, or such other period as the Authority may specify in a case under paragraph 3.8.1(b).

3.8.4 In order to assist BSCCo to carry out any review under paragraph 3.8.1, the NETSO shall, at BSCCo’s request, provide to BSCCo an assessment of the effect of the Code (or any aspect of the Code specified by BSCCo) on the matters referred to in Condition E1.13(a) and (b) of the ESO Licence.

3.8.5 For the purposes of paragraph 3.8.4:

(a) the analysis provided by the NETSO shall be prepared with the exercise of reasonable skill and care, and shall include sufficient detail and reasoning to enable a proper understanding of the relevant issues, and the NETSO shall provide any further explanation thereof reasonably requested by BSCCo;

(b) such analysis shall be provided within such period as BSCCo may reasonably request;

(c) the NETSO shall not be required to provide any information of a confidential nature which it is not otherwise obliged to make available to Parties.

3.8.6 Upon completion of each review under paragraph 3.8.1, BSCCo shall:

(a) prepare a report in respect of the review and its conclusions (including any analysis by the NETSO under paragraph 3.8.4);

(b) provide a copy of such report to the Authority; and

(c) subject to paragraph 3.8.7, provide a copy of such report to each Party and place a copy of the report on the BSC Website.

3.8.7 In a case under paragraph 3.8.1(b), if the Authority so requests or approves, the version of the report which is provided to Parties and placed on the BSC Website shall be amended so as to exclude such material, relating to particular Parties or persons, as the Authority shall so request or approve.

3.8.8 In addition to the foregoing, BSCCo shall keep under review whether any possible modification of the Code from time to time would better facilitate the objective in Condition E1.13 (d) of the ESO Licence, and shall recommend to the Panel any particular such modification which in BSCCo’s opinion would do so.

3.9 Not used

3.10 Summary of Code

3.10.1 BSCCo shall prepare and from time to time update a useful summary of the Code, and separately of the Code Subsidiary Documents, and shall provide a copy of each summary to the Panel and the Authority and (upon payment of an amount not exceeding the reasonable costs of making such a copy) to any person who requests such a copy.

3.10.2 The summary of the Code shall include (as a separate document) a summary and explanation of the basis of calculation of System Buy Price and System Sell Price pursuant to Section T.

3.10.3 No person shall be entitled to rely on such summaries for any purpose.

4. GOVERNANCE OF BSCCO

4.1 Appointment of Board of Directors and Chair

4.1.1 The size and composition of the Board shall be determined by the Board’s Nomination Committee but shall reflect the requirements set out in paragraph 4.1.3.

4.1.2 The Board shall establish a Nomination Committee which shall be responsible for:

(a) evaluating the balance of skills, experience, independence and knowledge on the Board; and

(b) leading the process for Board appointments including:

(i) preparing a description of the role and capabilities required for a particular appointment; and

(ii) making appointment recommendations to the Board.

4.1.3 The Board shall provide written terms of reference for the Nomination Committee which shall, inter alia, specify that:

(a) the Nomination Committee shall, in recommending appointments to the Board, have appropriate regard to reflecting different classes of, or categories of, industry participants on the Board;

(b) a majority of the Directors (excluding the BSCCo Chair) and Directors appointed under paragraph 4.1.3(d) but including the Panel Chair shall have relevant electricity industry experience;

(c) at least two Directors shall be, in the Nomination Committee's reasonable opinion (having regard, among other things, to any present or future business interests disclosed by those individuals), suitably independent from the electricity industry;

(d) not more than two Directors may be employees of BSCCo, and if any employees are appointed as Directors one of those must be the Chief Executive, provided that in the event that a person ceases to be an employee of BSCCo that person shall immediately cease to be a Director; and

(e) the Panel Chair from time to time shall be appointed as a Director provided that, if that Panel Chair is subsequently removed as a Director pursuant to paragraph 4.1.9 or paragraph 4.10.1, another Panel Member recommended by the Panel shall be appointed as a Director during the remainder of the term of that Panel Chair.

4.1.3A Paragraph 4.1.3(d) shall not apply in respect of the BSCCo Chair to the extent and for such period as the person appointed to that role is an employee of BSCCo.

4.1.4 The Board shall publish the terms of reference on the BSC Website.

4.1.5 Not used.

4.1.6 Not used.

4.1.7 Not used.

4.1.8 The Board may, based on the recommendation of the Nomination Committee:

(a) appoint a Director as chair of its meetings (the "BSCCo Chair"); and

(b) subject to paragraph 4.2.l(a), determine the period for which the BSCCo Chair is to hold office.

4.1.9 BSCCo shall, when Directors have been appointed or re-appointed (in that capacity) since the last Annual BSC Meeting following the Relevant Implementation Date of Modification Proposal P324, prepare and circulate to all Parties not later than 28 days prior to an Annual BSC Meeting the text of a resolution for Voting Parties to approve that appointment or re-appointment ("Appointment Resolution") at the next Annual BSC Meeting in accordance with the relevant provisions of Annex C-2. If an Appointment Resolution is rejected by Voting Parties at a vote then the relevant person shall cease to be a Director either:

(a) five (5) Working Days after results are published under paragraph 4.2.2(b) of Annex C-2; or

(b) if an audit has been commissioned under paragraph 4.3 of Annex C-2, promptly after that audit’s confirmation, if it occurs, of the published results.

4.2 Directors

4.2.1 A person appointed as Director under paragraph 4.1:

(a) shall hold office for a term not exceeding three years, but shall be eligible for re-appointment on expiry of such term;

(b) may resign or be removed from office in accordance with the provisions of the Articles of Association of BSCCo;

(d) shall, if also a Panel Member, cease to hold office if they also cease to hold office as a Panel Member pursuant to Section B2.7.4(d); and

(e) shall cease to hold office if removed in accordance with the provisions of paragraphs 4.1.9 or 4.10.1.

4.3 Not used.

4.4 Expenses and remuneration

4.4.1 Each Director shall be entitled to be reimbursed by BSCCo for the reasonable costs and expenses (including travel and accommodation costs) properly incurred by such Director in attending meetings of or otherwise in the conduct of the business of the Board.

4.4.2 In addition to reimbursement under paragraph 4.4.1, any Director, other than a Director appointed under paragraph 4.1.3(d) (without prejudice to the remuneration and benefits payable to such Director under a contract of employment with BSCCo), shall be entitled to be paid by BSCCo such remuneration and benefits for the role of Director as may, subject to Section B2.11.8, be determined by Board.

4.4.3 Not used.

4.4.4 The secretary of BSCCo shall not be entitled to remuneration in that capacity, but without prejudice to the terms on which they are employed by BSCCo.

4.4.5 The remuneration and benefits payable to a Director for the role of Director pursuant to paragraph 4.4.2 shall be disclosed in the Annual BSC Report.

4.5 Indemnity

4.5.1 The Directors of BSCCo shall be indemnified by BSCCo as and to the extent provided in the Articles of Association of BSCCo.

4.6 Chief Executive

4.6.1 After consultation with the Panel, the Board may appoint, and may from time to time remove, reappoint or replace, a person to be the Chief Executive of BSCCo.

4.6.2 Subject to paragraph 4.6.1, the person appointed as Chief Executive shall be employed or otherwise engaged by BSCCo on such terms as the Board shall decide.

4.6.3 The Chief Executive may be a Director, but if they are not a Director they shall be entitled to receive notices of and to attend and speak (but not to vote) at all meetings of the Board, and (if requested by the Chair of the Board) shall be required to attend such meetings, provided that the Board may require them to be absent from any part of a meeting at which any matter concerned with their employment or engagement by BSCCo is to be considered.

4.6.4 The Board shall delegate to the Chief Executive authority to conduct the day to day business of BSCCo.

4.7 Proceedings of the Board

4.7.1 Subject to the provisions of the Code, proceedings of the Board shall be conducted and governed in accordance with the requirements contained in the Articles of Association of BSCCo.

4.8 General Meetings

4.8.1 The Directors of BSCCo may call a General Meeting.

4.8.2 Voting Parties may require the Directors of BSCCo to call a General Meeting.

4.8.3 The Directors of BSCCo shall be required to call a General Meeting in accordance with Annex C-2 once BSCCo has received a request for a Resolution to be voted on from Voting Parties with a combined Actual Voting Share (as published on the BSC Website on the day such request is received) of at least five (5) per cent (%).

4.8.4 A request from a Voting Party:

(a) must state the nature of the business to be dealt with at the General Meeting;

(b) must include the Voting Party’s rationale and any supporting documentation; and

(b) may include the text of a Resolution that is intended to be moved at the General Meeting.

4.8.5 A request:

(a) may be in hard copy form or in electronic form; and

(b) must be authenticated by the Authorised Signatory of the Voting Party or Voting Parties making it.

4.8.6 A vote on a Resolution at any General Meeting or the Annual BSC Meeting shall be conducted in accordance with the provisions of Annex C-2.

4.9 Non-Binding Resolutions

4.9.1 In respect of any General Meeting or the Annual BSC Meeting, one or more Voting Parties may, subject to paragraph 4.8, propose a vote on a non-binding resolution in relation to any matter related to the activities of the Board ("Non-Binding Resolution").

4.10 Binding Resolutions

4.10.1 In respect of any General Meeting or the Annual BSC Meeting, one or more Voting Parties may, subject to paragraph 4.8, propose a vote on a binding resolution to remove one or more Directors from the Board ("Binding Resolution"). If the Binding Resolution is approved by Voting Parties at a vote then the relevant person shall immediately cease to be a Director. either:

(a) five (5) Working Days after results are published under paragraph 4.2.2(b) of Annex C-2; or

(b) if an audit has been commissioned under paragraph 4.3 of Annex C-2, promptly after that audit’s confirmation, if it occurs, of the published results.

5. RELATIONSHIP BETWEEN PARTIES AND BSCCO

5.1 Liability of BSCCo

5.1.1 It is acknowledged that, by virtue of the arrangements for funding BSCCo set out in Section D:

(a) BSCCo is not intended to make profits or losses in any BSC Year; and

(b) if any Party or Parties were to make any claim against any BSC Company the financial consequences of such claim would be borne by the Trading Parties themselves.

5.1.2 Accordingly, subject to the further provisions of this paragraph 5.1 and paragraph 5.2, the Parties agree that they do not intend that any Party or Parties should be able to make any claim in damages or any other claim of a financial nature against any BSC Company; and each Party (to the fullest extent permitted by law) waives any such claims against any BSC Company and releases each BSC Company from any such liability in respect of any breach by such BSC Company of any provision of the Code or in tort (including negligence) or otherwise.

5.1.3 The obligations of each Trading Party in respect of the funding of BSCCo pursuant to Section D shall not be prejudiced, qualified or affected in any way by any breach by any BSC Company of any provision of the Code, or any other act or omission of any BSC Company.

5.1.4 Nothing in paragraph 5.1.2 shall exclude or limit the liability of a BSC Company for death or personal injury resulting from the negligence of such BSC Company or the ability of any Party to seek any equitable remedy against a BSC Company.

5.1.5 Paragraph 5.1.2 is without prejudice to:

(a) the obligations of BSC Clearer to Trading Parties pursuant to Section N;

(b) any provision of the Code which may provide for an indemnity by BSCCo in favour of any Party or other person, or which provides for BSCCo to make a payment to any Party;

and nothing in paragraph 5.1.2 shall prevent any Party from or restrict it in enforcing any obligation by way of debt owed by BSCCo or the BSC Clearer pursuant to any provision of the Code.

5.1.6 No Party shall take any step in relation to a BSC Company which (if Section H3 were expressed to apply in respect of such BSC Company) would or might result in such BSC Company being in Default pursuant to Section H3.1.1(g); provided that this shall not prevent a Party from notifying any BSC Company that such Party requires payment of any amount which is due for payment by such BSC Company to such Party.

5.1.7 Each Party acknowledges and agrees that the provisions of this paragraph 5.1 have been the subject of discussion and are fair and reasonable having regard to the circumstances at the Code Effective Date.

5.2 Party particularly prejudiced by BSCCo breach

5.2.1 Subject to the further provisions of this paragraph 5.2, where:

(a) BSCCo is in breach of a provision of the Code, other than any provision specified in paragraph 5.2.2; and

(b) a Party (the "claimant Party") was unfairly and particularly prejudiced by the breach, and in particular the circumstances in which such breach occurred, and in which loss was suffered by the claimant Party as a result of such breach, were not such as to result in some loss being suffered by all Parties or by all Trading Parties

then paragraph 5.1 and Section H6.2.2(a) shall not exclude or limit the liability of BSCCo in damages to the claimant Party in respect of such breach (an "actionable breach"), but without prejudice to Section H6.2.2(b).

5.2.2 Paragraph 5.2.1 shall not apply in respect of a breach by BSCCo:

(a) of any of its obligations as, or provision of the Code relating to, the Performance Assurance Administrator; or

(b) of any provision of Section M; or

(d) of any provision of Section F.

5.2.3 A Party may not bring a claim or commence any proceedings against BSCCo in respect of an actionable breach more than 6 months after the date on which the breach occurred or commenced or (if later) more than 3 months after the Party became or could reasonably be expected to have become aware of the breach.

5.2.4 A Party may not make a claim against BSCCo in respect of an actionable breach if the amount of the Party's loss resulting from such breach is less than £50,000.

5.2.5 The aggregate cumulative amount payable by BSCCo to all Parties in respect of actionable breaches under this paragraph 5.2 for which payments (of damages or otherwise) fall to be made by BSCCo in any BSC Year shall not exceed £3,000,000.

5.2.6 If the aggregate amount so payable by BSCCo in a BSC Year would otherwise exceed the amount specified in paragraph 5.2.5:

(a) the amounts for which BSCCo is liable to each relevant Party shall be reduced pro rata (and if unpaid, BSCCo shall pay such reduced amounts);

(b) where BSCCo has already paid any such amount to a Party, BSCCo shall require and each relevant Party shall make and pay such adjustment amounts as the Panel shall approve for the purposes of giving effect to paragraph (a).

5.3 Capacity of BSCCo

5.3.1 Subject to paragraph 5.3.2, BSCCo shall act as principal and not as agent of Parties in the exercise and discharge of its powers, functions and responsibilities.

5.3.2 Where the Code so provides, BSCCo shall, or (if the Code so provides) may, act as agent for and on behalf of, or as trustee for, Parties or particular Parties.

5.3.3 Except as provided by the Code, BSCCo shall not, and is not authorised to, enter into any commitment or incur any liability as agent for or in the name of any Party (but without prejudice to Parties’ funding obligations under Section D).

6. BUSINESS STRATEGY AND ANNUAL BUDGET

6.1 Introduction

6.1.1 For each BSC Year (the "Plan Year") BSCCo shall have:

(a) a Business Strategy, setting out the principal activities which BSCCo expects to be carrying out in the Plan Year and each of the two following BSC Years, on the basis of the functions and responsibilities which are or have been assigned to BSCCo under or pursuant to the Code but excluding the activities of Permitted Affiliates, except as contemplated in paragraph 1.3.1 of Annex C-1;

(b) an Annual Budget, setting out the expenditure which BSCCo considers reasonably necessary in order to carry out such activities in the Plan Year,

each established and from time to time amended in accordance with this paragraph 6.

6.1.2 The Panel and all Parties shall be invited to comment prior to finalisation of the Business Strategy for each BSC Year in accordance with paragraph 6.3.

6.1.3 BSCCo shall provide a copy of each Business Strategy and Annual Budget, and each revision thereof, to the Authority, the Panel and each Party, promptly after adopting or making any revision to such Business Strategy or Annual Budget.

6.2 Scope of Business Strategy and Annual Budget

6.2.1 BSCCo will discuss with the Panel the scope and format from time to time of the Business Strategy and Annual Budget.

6.3 Business Strategy

6.3.1 For each BSC Year, BSCCo shall:

(a) not used;

(b) not later than 1 January in the preceding BSC Year, prepare an initial draft Business Strategy, provide a copy to the Panel and to all Parties, and invite comments from persons eligible to propose Code Modifications thereon;

(c) not later than 20 February in the preceding BSC Year publish a summary of the comments received on the initial draft; and

(d) not later than 15 March in the preceding BSC Year, after considering all comments received by BSCCo, make such further revisions to the draft Business Strategy as BSCCo may consider appropriate having regard to the functions and responsibilities of BSCCo and the objectives in Section B1.2.1, and finalise and adopt the Business Strategy.

6.3.2 Where BSCCo considers that there are options or alternatives as to any activity which BSCCo may carry out in the Plan Year, which or the costs of which are materially different from each other, the initial draft Business Strategy provided under paragraph 6.3.1(b) shall set out such options or alternatives.

6.3.3 With the consent of the Panel, BSCCo may vary the times by which the steps in paragraph 6.3.1 are to be taken.

6.3.4 After adopting the Business Strategy, BSCCo shall keep the Business Strategy (so far as it relates to the Plan Year) under review and shall make any revision to the Business Strategy which appears requisite after seeking such further comments from the Panel and all Parties as the Board considers necessary.

6.4 Annual Budget

6.4.1 At the same time as preparing each draft of the Business Strategy under paragraph 6.3, BSCCo shall prepare or revise, and submit to the persons to whom each draft Business Strategy is submitted, a draft Annual Budget for the Plan Year.

6.4.2 Following finalisation of the Business Strategy, BSCCo shall finalise and adopt the Annual Budget.

6.4.3 Following any revision of the Business Strategy, BSCCo shall review and if appropriate revise the Annual Budget.

6.4.4 The Annual Budget for each BSC Year and any revision (including under paragraph 6.5) of such Annual Budget shall be approved by the Board.

6.5 Budget overspend

6.5.1 If the aggregate amount of BSCCo's expenditure in any BSC Year exceeds, or BSCCo anticipates that it may exceed, the amount contained in the Annual Budget, BSCCo shall promptly:

(a) notify the Panel and all Parties, giving details of the excess expenditure and an explanation of the reasons therefor; and

(b) submit to the Panel and all Parties a draft revision of the Annual Budget, together with its proposal for modifying the Business Strategy if BSCCo considers it appropriate to modify the Business Strategy so as to reduce or limit its expenditure in the relevant BSC Year.

6.5.2 After seeking such further comments from the Panel and Parties as the Board considers necessary, but taking account of any consequent revision of the Business Strategy BSCCo shall revise the Annual Budget.

6.6 MHHS Implementation Management First Year Budget

6.6.1 Each Party acknowledges that the commencement of the MHHS Implementation is unlikely to coincide with the adoption of the Annual Budget pursuant to paragraph 6.4 and consequently, in order to recover the costs incurred as MHHS Implementation Manager, it may be necessary for BSCCo to develop and adopt an amendment to the Annual Budget for the BSC Year in which the MHHS Implementation commences, in which case BSCCo shall:

(a) notify the Panel and all Parties, giving details of the MHHS Implementation additional expenditure; and

(b) submit to the Panel and all Parties a draft revision of the Annual Budget.

6.6.2 After seeking such further comments from the Panel and Parties as the Board considers necessary, BSCCo shall revise the Annual Budget.

7. BSC COMPANIES

7.1 General

7.1.1 BSCCo may discharge any of its powers, functions and responsibilities under the Code through (and by delegation to) a Subsidiary in which BSCCo is permitted to hold shares in accordance with paragraph 3.4.5(b)(ii) (and in particular may hold any BSC Agent Contract through such a Subsidiary); but only to the extent to which the powers, functions or responsibilities relate to activities which were carried out, or which are equivalent to or developed from activities which were carried out, by the relevant company before it became a Subsidiary pursuant to the Implementation Scheme on the Code Effective Date.

7.1.2 No Subsidiary of BSCCo shall, and BSCCo shall procure that any Subsidiary shall not:

(a) have or exercise any powers or functions beyond the powers and functions of BSCCo; or

(b) otherwise do anything which pursuant to the Code may not be done by BSCCo, or may not be done without the consent or approval of the Panel.

7.1.3 For the purposes of paragraph 3.4.3(a) the reference to borrowings in that paragraph shall be to the borrowings of BSCCo and all of its Subsidiaries in aggregate.

7.1.4 Reference in this paragraph 7.1 to Subsidiaries of BSCCo do not include the BSC Clearer.

7.1.5 Without prejudice to the generality of paragraph 7.1.1, a Subsidiary in which BSCCo is permitted to hold shares in accordance with paragraph 3.4.5(b)(ii) may discharge any of its powers, functions and responsibilities under the Code through (and by delegation to) the BSC Services Manager.

7.2 BSC Clearer

7.2.1 The BSC Clearer shall fulfil the role provided in Section N, and shall have the duties, powers and functions set out in that Section.

7.2.2 The BSC Clearer shall not undertake any business or activity, and shall not take any step or incur any commitment or liability, other than pursuant to and in accordance with Section N and this paragraph 7.

7.3 Duties of BSCCo

7.3.1 BSCCo shall at all times be the registered holder of all of the issued share capital of each of its Subsidiaries.

7.3.2 Neither BSCCo nor any of its Subsidiaries shall authorise or agree to, or permit or take any step for or with a view to, any of the following:

(a) any change in the authorised share capital of any Subsidiary;

(b) the issue of any share capital, or issue or grant of any option, warrant or other instrument, security or right to subscribe for or which is convertible into shares of any Subsidiary;

(d) the creation of any pledge, mortgage, charge or other encumbrance over any shares of any Subsidiary.

7.3.3 BSCCo shall act, and exercise its rights, as shareholder of each Subsidiary so as and only so as to secure that the provisions of the Code are given effect in relation to such Subsidiary.

7.4 Constitution, etc

7.4.1 Subject to paragraph 7.4.2, the Memorandum and Articles of Association of the BSC Clearer shall be in the form designated pursuant to the Implementation Scheme.

7.4.2 The form of the Memorandum and Articles of Association of the BSC Clearer shall be treated as incorporated in and forming part of the Code for the purposes of enabling such form to be modified, and such form shall accordingly be capable of being modified, by way of Code Modification made pursuant to a Modification Proposal and otherwise in accordance with Section F; and the Memorandum and Articles of Association of the BSC Clearer shall be amended so as to be in any such modified form.

7.4.3 The Memorandum and Articles of Association of each other Subsidiary of BSCCo shall be in the same form as nearly as practicable as those of BSCCo (but with any differences consequent on its being such a Subsidiary).

7.4.4 The registered office, accounting reference date and statutory auditors of each Subsidiary of BSCCo shall be the same as those of BSCCo.

7.5 Directors and secretary

7.5.1 Subject to paragraph 7.5.1A, the board of directors of each Subsidiary of BSCCo shall at all times comprise the persons who are for the time being Directors of BSCCo, and the company secretary of such Subsidiary shall be the person who is for the time being company secretary of BSCCo.

7.5.1A Where any Subsidiary of BSCCo is a Dormant Subsidiary then it shall not be necessary for all of the persons who are for the time being Directors of BSCCo to also be Directors of each Dormant Subsidiary, provided that the chair of BSCCo shall at all times be a Director of each Subsidiary.

7.5.2 Subject to paragraph 7.5.1A, any person who is appointed or re-appointed as, or who resigns or is removed as, Director or company secretary of BSCCo shall be appointed or re-appointed, or shall resign or be removed, as a director or (as the case may be) the company secretary of each Subsidiary of BSCCo; and a director or the company secretary of such a Subsidiary shall not resign as such unless they resign at the same time as a Director or (as the case may be) the company secretary of BSCCo.

7.5.3 Subject to paragraph 4.6.1, the person who is for the time being Chief Executive of BSCCo shall act as chief executive of each Subsidiary of BSCCo, under such terms of reference as the board of directors of such Subsidiary may determine.

7.5.4 Each director of a Subsidiary shall be entitled to be reimbursed by BSCCo for the reasonable costs and expenses (including travel and accommodation costs) properly incurred by such director in attending meetings or otherwise in the conduct of the business of the board of directors of the Subsidiary and not otherwise reimbursed under paragraph 4.4.1.

7.5.5 No director of a Subsidiary shall be entitled (in that capacity) to be paid any remuneration or benefits other than their costs and expenses in accordance with paragraph 7.5.4.

7.6 BSCCo services

7.6.1 BSCCo shall provide to each of its Subsidiaries such administrative, support and other services, and may make such other arrangements with such Subsidiaries, as may be required to enable the Subsidiary to perform its functions.

7.6.2 The arrangements made by BSCCo under paragraph 7.6.1 shall include arrangements which ensure that each Subsidiary has funds sufficient to meet its costs, expenses and other outgoings.

7.6.3 In the case of the BSC Clearer, the services to be provided by BSCCo under paragraph 7.6.1 include, without limitation, to the extent to which (under the Code and the relevant BSC Service Description) the FAA is to provide services to or for the benefit of the BSC Clearer, entering into and managing the relevant BSC Agent Contract with the FAA.

7.6.4 The BSC Clearer and BSCCo will make such further arrangements (including the conferring of appropriate authorities on BSCCo) as are requisite in connection with the provision of services by BSCCo under paragraph 7.6.1.

8. NOT USED

9. PROVISION OF PROFILE ADMINISTRATION SERVICES BY BSCCO

9.1 Provision of Profile Administration Services in certain circumstances

9.1.1 Subject to the further provisions of this paragraph 9, BSCCo shall where the Panel’s prior consent has been obtained, provide (directly and/or via a service provider) the services set out in Section S4.2 (the "Profile Administration Services").

9.1.2 Where the Panel’s prior consent to BSCCo providing the Profile Administration Services has not been obtained, a Profile Administrator shall be appointed in accordance with Section E.

9.1.3 BSCCo shall obtain further Panel consent to continue to provide the Profile Administration Services if a material change occurs in BSCCo’s provision of the Profile Administration Services and in any event not less than once every five years.

9.1.4 A "material change" for the purposes of this paragraph 9 means a change to BSCCo’s systems, processes or resources which is of such a type or magnitude as to raise the reasonable expectation of an impact on BSCCo’s ability to efficiently meet its obligations to deliver the Profile Administration Services.

9.2 BSCCo’s capacity and obligations

9.2.1 Where the Profile Administration Services are provided by BSCCo, they are provided in its capacity as BSCCo and not as a BSC Agent.

9.2.2 For the duration of any period where BSCCo provides the Profile Administration Services, Section E shall not apply in respect of the provision of those services.

9.2.3 Subject to paragraphs 9.2.1 and 9.2.2, BSCCo shall provide the Profile Administration Services in accordance with the Code.

9.2.4 Where the Profile Administration Services are provided by BSCCo, all obligations and requirements on Parties and other persons in the Code with respect to Profile Administration Services and/or the Profile Administrator shall continue unaltered (mutatis mutandis) notwithstanding that the Profile Administration Services shall be provided by BSCCo.

9.2.5 For the duration of any period where BSCCo provides the Profile Administration Services, the following provisions of Section S4 shall be deemed to have been amended as follows:

(a) Section S4.2.1(f) shall not apply;

(b) Section S4.2.2 shall read:

BSCCo shall prepare a set of Regression Coefficients, Group Average Annual Consumption values and Profile Coefficients for each BSC Year on or before 30th November before the beginning of the relevant BSC Year, using data collected from the load research programme carried out by it or its appointee, augmented with data provided by Suppliers which is consistent with the overall sample design;

BSCCo shall prepare:

(a) on a quarterly basis, a breakdown by GSP Group of each Profile Class sample, together with a statement of the daily average number of customers for which monitoring equipment has been successfully installed and commissioned for each Profile Class in respect of the previous quarter (a quarter being a period of three months commencing on 1st January, 1st April, 1st July and 1st October in any year); and

(b) an annual report and data analysis plan (in such form as may be specified by the Panel) setting out what load research data it proposes to use, together with a load research plan (in such form as the Panel shall specify) setting out the proposed sample design and sample sizes in respect of the following BSC Year.

(d) for the purposes of Sections S4.2.4, S4.2.5, S4.2.6, S4.2.7 and S4.2.8 “Profile Administrator” shall be read as “BSCCo”.

9.3 Contracts for Profile Administration Services

9.3.1 Where BSCCo provides the Profile Administration Services, in whole or in part, via a service provider(s), BSCCo shall enter into each contract for the provision of Profile Administration Services in accordance with this paragraph 9.3 (a "Profile Administration Services Contract") and for these purposes:

(a) a service provider providing Profile Administration Services shall not be considered to be a 'BSC Agent' under the Code; and

(b) notwithstanding paragraphs 9.2.2 and 9.3.1(a), the provisions of Section E2.4 and Section E3 shall apply to each Profile Administration Services Contract as if references to a BSC Agent included the service provider and references to a BSC Agent Contract included all Profile Administration Services Contracts subject to the provisions of Section E3.2 applying to a service provider of Profile Administration Services in its capacity as such and not in any other capacity which it may have under the Code.

9.3.2 Each Profile Administration Services Contract shall contain terms which provide that the service provider shall make provision for the BSC Auditor to access those things required by Section H5.5.2.

9.3.3 It is recognised that where paragraph 9.3.1 applies, a service provider of Profile Administration Services may be a Party. Where a service provider of Profile Administration Services is a Party:

(a) such Party shall have no rights, benefits, obligations or liability in its capacity as a service provider to or against any other Party under the Code, but without prejudice to its rights and obligations:

(i) as service provider under its Profile Administration Services Contract; and

(ii) in any other capacity under the Code;

(b) references to a Party or Parties in the Code shall be construed as excluding any service provider of Profile Administration Services (which is a Party) in its capacity as a service provider (but as including such person in any other capacity it may have under the Code); and

(c) the provision, disclosure and use of any data relating to a Party which is used in or in connection with the Profile Administration Services by a service provider shall not be considered or construed as being made pursuant to any provision of the Code.

9.3.4 Notwithstanding paragraph 9.3.1(a):

(a) Section H4.6 shall apply to service providers of Profile Administration Services as if references to BSC Agents included service providers and references to BSC Agent Contracts included Profile Administration Services Contracts;

(b) references to BSC Agents and BSC Agent Contracts in Section W shall be deemed to include, respectively, service providers referred to in paragraph 9.3.1 and Profile Administration Services Contracts; and

10. Permissible ACTIVITIES UNDERTAKEN BY PERMITTED AFFILIATES

10.1 General

10.1.1 In respect of each Permitted Affiliate:

(a) BSCCo shall be entitled to subscribe for, acquire or hold any share or other security in a Permitted Affiliate and paragraph 3.4.5(b) shall not apply;

(b) BSCCo shall not dispose of any legal or beneficial interest in any shares or other security in a Permitted Affiliate undertaking activities and functions specified in paragraph 1 of Annex C-1 except:

(i) to the CfD Counterparty and/or the CM Settlement Body and/or to any nominees of the CfD Counterparty and/or the CM Settlement Body; or

(ii) where otherwise directed to do so by the Secretary of State,

in which case paragraph 3.4.5(c) shall not apply;

(c) the Panel shall have no rights of approval or disapproval in respect of claims or proceedings by or against a Permitted Affiliate, or waivers or settlements of such claims, and paragraph 3.4.3(e) shall not apply; and

(d) paragraph 7 shall not apply.

10.1.2 Each Party and the Panel shall not (whether by action, omission or withholding of consent) prevent or restrict a Permitted Affiliate from performing all activities and functions and assuming all responsibilities and duties set out in Annex C-1.

10.1.3 Paragraphs 5.1. and 5.2 shall not apply to a Permitted Affiliate and, subject to paragraph 10.1.4, each Party (to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature against a Permitted Affiliate and releases each Permitted Affiliate from any liability in respect of any breach by such Permitted Affiliate of any provision of the Code or in tort (including negligence) or otherwise.

10.1.4 Nothing in paragraph 10.1.3 shall exclude or limit the liability of a Permitted Affiliate for:

(a) death or personal injury resulting from the negligence of such Permitted Affiliate; or

(b) fraud or fraudulent misrepresentation; or

(c) any claim against that Permitted Affiliate brought by a Party (acting in a capacity other than as a Party) solely to the extent that such Party has a right to bring a claim under an EMR Legal Requirement.

10.1.5 BSCCo may amend any BSC Agent Contract to include the supply of services to support Permissible Activities.

10.1.6 Nothing in this paragraph 10 shall affect or limit BSCCo’s obligation to discharge its functions and responsibilities pursuant to the Code.

10.2 Ring-Fencing of Permitted Affiliates

10.2.1 Without prejudice to paragraphs 3.4 and 3.5, but subject to paragraph 10.1, the following provisions shall apply (as relevant) to BSCCo and to each Permitted Affiliate:

(a) without prejudice to paragraph 3, BSCCo shall not transfer, lease, licence, or lend any sum or sums, asset (including non-financial resources), right, or benefit to a Permitted Affiliate except by way of:

(i) a payment properly due for any goods, services, data, information, or assets provided on an arm’s length basis and on normal commercial terms; or

(ii) a transfer, lease, licence, or loan of any sum or sums, data, information, asset, right, or benefit that is on an arm’s length basis and on normal commercial terms;

(b) except as permitted in paragraph 10.2.1(a), BSCCo shall not enter into any borrowing for or on behalf of a Permitted Affiliate where the term "borrowing" has the same meaning as that term in accordance with paragraph 3.4.4;

(i) where any common or shared costs between BSCCo and a Permitted Affiliate are incurred these costs are allocated reasonably and equitably, provided that in determining such allocation a Permitted Affiliate shall not be obliged to pay in excess of the established market rate, if applicable; and

(ii) where BSCCo incurs any costs (including costs in respect of any liabilities incurred by BSCCo) that arise as a consequence of services provided by BSCCo, or on BSCCo’s behalf by a BSC Agent, to a Permitted Affiliate, such costs shall be recoverable from the Permitted Affiliate on a cost recovery basis; and

(d) Parties shall have no liability or obligation to provide financial support to a Permitted Affiliate in respect of its performance of Permissible Activities.

11. PROVISION OF SUPPORT TO EMR SETTLEMENT SERVICES PROVIDERS

11.1 Provision of Support to EMR Settlement Services Providers

11.1.1 Without prejudice to paragraph 10, BSCCo may, in its discretion, provide (directly and/or via a BSC Agent) to an EMR Settlement Services Provider such support services (including the provision of assurance services) as may be reasonably incidental to supporting that EMR Settlement Services Provider in discharging its EMR Settlement Functions.

11.2 Agreement between BSCCo and EMR Settlement Services Providers

11.2.1 Subject to the disclosure obligations in Section V5, BSCCo shall enter into an agreement or agreements with any CFD Settlement Services Provider and any CM Settlement Services Provider including, inter alia, terms relating to the provision of Relevant EMR Settlement Data in accordance with Section V5, and terms that:

(a) restrict the use of the Relevant EMR Settlement Data to the extent necessary to enable any CFD Settlement Services Provider and/or any CM Settlement Services Provider (and their service providers) to discharge their EMR Settlement Functions;

(b) are consistent with the terms (as to availability and reliability of data) contained in agreements entered into by BSCCo pursuant to Section V3.2.7;

(c) in respect of the CFD Settlement Data, impose restrictions on the use of CFD Settlement Data equivalent to the restrictions on the use of Confidential Information in Section H4 provided that a CFD Settlement Services Provider shall be entitled to share CFD Settlement Data with any CfD Counterparty, and otherwise in accordance with the EMR Legal Requirements;

(d) in respect of the CM Settlement Data, reflect the provisions on the use of protected information contained in the EMR Legal Requirements;

(e) where EMR Settlement Data is to be disclosed to a service provider of an EMR Settlement Services Provider, provide that such EMR Settlement Data shall only be disclosed on a "need-to-know" basis and requiring such service providers to enter into a confidentiality agreement with the relevant EMR Settlement Services Provider on terms equivalent to those contained in an EMR Legal Requirement or, if there is no applicable EMR Legal Requirement, Section H4;

(f) allow for the provision of support services in accordance with paragraph 11.1.1 and which, to the fullest extent permitted by law, restrict BSCCo’s liability to the EMR Settlement Services Provider for any claim in damages or any other claim of a financial nature relating to the supply of services to the EMR Settlement Services Provider to the amounts payable under the agreement for those services; and

(g) provide for the payment by any CFD Settlement Services Provider of CFD Settlement Services Provider Costs and by any CM Settlement Services Provider of CM Settlement Services Provider Costs, as appropriate to the relevant agreement, in each case in accordance with Section D7.

12. MARKET-WIDE HALF HOURLY SETTLEMENT IMPLEMENTATION

12.1 Introduction

12.1.1 This paragraph 12 sets out the roles, obligations, governance and assurance for the implementation of market-wide, half-hourly Settlement (referred to as MHHS Implementation).

12.1.2 This paragraph 12 contains obligations on BSCCo as MHHS Implementation Manager, and on Parties (including BSCCo) as MHHS Participants. It also places obligations on certain entities which are not Parties. Compliance by these entities is required by other Industry Codes to which they are party or by their licences.

12.1.3 Assurance of MHHS Implementation is provided by the MHHS Independent Assurance Provider.

12.2 Interpretation

12.2.1 "DCC Licence" means a smart meter communication licence granted under the Act.

12.2.2 "IT System" means a system for generating, sending, receiving, storing (including for the purposes of back-up), manipulating or otherwise processing electronic communications, including all hardware, software, firmware and data associated with such activities.

12.2.3 "MHHS Affected Code Body" means each of the following entities in respect of the following Industry Codes: (a) for the Connection and Use of System Code (as defined in the ESO Licence), the NETSO; (b) for the Smart Energy Code (as defined in the DCC Licence), SECCo (as defined in that code); (c) for the Retail Energy Code (as defined in the Supplier Licences), RECCo (as defined in that code); and (d) for the Distribution Connection and Use of System Agreement (as defined in the Supplier Licences), DCUSA Ltd (as defined in that agreement).

12.2.4 "MHHS DA" means BSCCo as the 'Design Authority' for MHHS Implementation, as described in paragraph 12.7.

12.2.5 "MHHS Data Cleansing Plan" means the data cleansing plan for MHHS Implementation.

12.2.6 "MHHS Data Migration Plan" means the data migration plan for MHHS Implementation.

12.2.7 "MHHS Defect Management Plan" means the defect management plan for MHHS Implementation.

12.2.8 "MHHS Governance Framework" means the document or documents setting out the detailed governance and assurance requirements for MHHS Implementation, as described in paragraph 12.3.

12.2.9 "MHHS Implementation" means the implementation of market-wide, half-hourly Settlement (including data migration and storage and other ancillary and incidental matters), including the following:

(a) the energy licence modifications required to enable and facilitate such implementation;

(b) the modifications to this Code and to other Industry Codes required to enable and facilitate such implementation;

(c) the mobilisation, designing, building, testing, integration and go-live of the IT Systems and business processes required to enable and facilitate such implementation; and

(d) establishing readiness for, and the determination of, relevant stages of MHHS Implementation, including the MHHS System Go-Live Date and the beginning and end of periods for MHHS Qualification, migration, completion of transition to new and completion of existing Settlement Runs and post-implementation steps.

12.2.10 "MHHS Implementation Manager" means BSCCo in its roles as MHHS SRO, MHHS PMO, MHHS DA, MHHS SI and MHHS PPC.

12.2.11 "MHHS Implementation Timetable" means the timetable for MHHS Implementation, as established under (and subject to change in accordance with) the MHHS Governance Framework.

12.2.12 "MHHS Independent Assurance Provider" means the independent assurance provider for MHHS Implementation, as described in paragraph 12.10.

12.2.13 "MHHS ISMS" means the information security management system arrangements put in place to ensure MHHS Implementation compliance with ISO 27001, or equivalent.

12.2.14 "MHHS Migration Plan" means the plan for the migration of Metering Systems as required for MHHS Implementation, as described in paragraph 12.8

12.2.15 "MHHS Participant" means each of: (a) BSCCo (but excluding its role as MHHS Implementation Manager); (b) each Supplier; (c) each Licensed Distribution System Operator; (d) the DCC; (e) each MHHS Affected Code Body; (f) each Data Collector; (g) each Data Aggregator; (h) each Meter Operator Agent; and (i) any other person or category of person which the Authority directs.

12.2.16 "MHHS PMO" means BSCCo as the 'Programme Management Office' for MHHS Implementation, as described in paragraph 12.6.

12.2.17 "MHHS PPC" means BSCCo as the 'Programme Party Coordinator' for MHHS Implementation, as described in paragraph 12.9.

12.2.18 "MHHS Programme Steering Group" means the group of MHHS Participant representatives established from time to time under the MHHS Governance Framework.

12.2.19 "MHHS Qualification" means written confirmation from the Panel (or the Performance Assurance Board if delegated by the Panel) that, in the opinion of the Panel (or Performance Assurance Board as the case may be), the Party or Party Agent has, (a) met the requirements set out in the MHHS Qualification Plan as those which have to be met by that, or that class of, Party or Party Agent and (b) done so by the date specified in the MHHS Qualification Plan; and shall, if required, include re-Qualification.

12.2.20 "MHHS Qualification Plan" means the plan for the MHHS Qualification of those requiring MHHS Qualification for the purposes of MHHS Implementation, as described in paragraph 12.11.2.)

12.2.21 "MHHS SI" means BSCCo as the 'Systems Integrator' for MHHS Implementation, as described in paragraph 12.8.

12.2.22 "MHHS SRO" means BSCCo as the 'Senior Responsible Owner' for MHHS Implementation, as described in paragraph 12.5.

12.2.23 "MHHS System Go-Live Date" means the time and date designated as such by the MHHS SRO.

12.2.24 "MHHS Target Operating Model" means the target operating model for market-wide, half-hourly Settlement, as set out or referred to in the MHHS Governance Framework, and subject to change in accordance with the MHHS Governance Framework.

12.2.25 "MHHS Test Plan" means the test plan for each test phase of MHHS Implementation.

12.3 MHHS Governance Framework

12.3.1 The Authority may designate (and may, if it wishes from time to time, re-designate) one or more documents as the MHHS Governance Framework.

12.3.2 The MHHS Governance Framework shall set out supplementary rights, obligations and processes to apply in respect of MHHS Implementation, which may include some or all of the following:

(a) a governance framework for MHHS Implementation, including the creation of the MHHS Programme Steering Group and other representative and/or specialist groups as are required for MHHS Implementation;

(b) a change control process for MHHS Implementation;

(d) the initial MHHS Target Operating Model;

(e) the initial MHHS Implementation Timetable;

(f) provision for the Authority to re-assign some or all of the roles of the MHHS Implementation Manager (or parts of those roles) to an entity other than BSCCo; and

(g) the decision-making thresholds for matters which must and/or may be referred to the Authority.

12.4 BSCCo as MHHS Implementation Manager: General

12.4.1 BSCCo shall (either itself or through external service provider(s)) perform its MHHS Implementation Manager roles:

(a) in accordance with Good Industry Practice;

(b) without undue discrimination between MHHS Participants (or classes of MHHS Participants), which includes ensuring no undue discrimination between BSCCo (as an MHHS Participant) and other MHHS Participants;

(c) economically and efficiently and with due consideration of the total cost to and impact on MHHS Participants, and taking into account (in so far as is relevant and possible) the likely impact on consumers;

(d) in accordance with the MHHS Implementation Timetable;

(e) in accordance with the MHHS Governance Framework;

(f) in accordance with the MHHS ISMS;

(g) taking into account the recommendations from time to time of the MHHS Independent Assurance Provider (and, if BSCCo opts not to follow such a recommendation, BSCCo shall notify the Authority of BSCCo's reasons for not following the recommendation); and

(h) in accordance with the Authority’s directions from time to time.

12.4.2 BSCCo shall ensure that it maintains the service providers and personnel (with the necessary qualifications and experience), IT Systems and facilities necessary to enable it to perform its role as MHHS Implementation Manager.

12.4.3 BSCCo shall ensure that the service providers, personnel, IT Systems and facilities it uses to perform its role as MHHS Implementation Manager are sufficiently separated from those it uses as an MHHS Participant, as further described and set out in the MHHS Governance Framework and a business separation plan to be approved by the Authority. The Board shall ensure that BSCCo complies with this paragraph 12.4.3. Without limitation, the Board shall maintain appropriate delegations to specified executive members and the MHHS SRO (and, by extension, the rest of the MHHS Implementation Manager function). BSCCo shall ensure that, where it does need to share any MHHS Implementation Manager information with its executive or board members to facilitate the performance of their oversight responsibilities, such information is anonymised between MHHS Participants. BSCCo shall also ensure that the Authority and the MHHS Independent Assurance Provider are informed that the information has been shared and provided with a record of any decisions in relation to it. Subject to such oversight, and notwithstanding programme information available to MHHS Participants, information available to the MHHS Implementation Manager roles must not be shared with the rest of BSCCo (including the Board). Subject to compliance with the MHHS Governance Framework the Board shall be entitled to meet with the MHHS Independent Assurance Provider and to ask the MHHS Independent Assurance Provider to consider and report on any matter in relation to performance of the MHHS Implementation Manager roles (in which case such reports shall be made available to all MHHS Participants, unless the Authority directs otherwise).

12.4.4 As set out in paragraph 12.4.1, BSCCo has the option to appoint an external service provider to perform some or all of its MHHS Implementation Manager roles. BSCCo can also delegate aspects of each role (including to industry groups). However, BSCCo shall always remain responsible under this Code for the performance of the MHHS Implementation Manager roles (subject to paragraph 12.4.8). As regards each of the MHHS Implementation Manager roles, BSCCo shall publish a statement on the BSC Website providing an explanation of its decision as to whether or not to appoint an external service provider to perform such role. Where directed by the Authority, BSCCo shall appoint an external service provider to provide one or more of the MHHS Implementation Manager roles. Where directed by the Authority, BSCCo shall terminate all or part of a contract between BSCCo and an external service provider of an MHHS Implementation Manager role, and appoint a replacement service provider to that role.

12.4.5 BSCCo shall provide (without prejudice to paragraph 3.6) such reporting and information to the Authority, and shall attend such boards, steering groups and meetings, in each case in connection with the MHHS Implementation as the Authority may specify.

12.4.6 The costs, expenses and liabilities incurred by BSCCo in undertaking the role of MHHS Implementation Manager (including such additional expenses and liabilities as BSCCo may incur, including with respect to service providers, in the event that BSCCo’s appointment or responsibilities pursuant to this paragraph 12 cease prior to the completion of the MHHS Implementation) shall be BSC Costs, but BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs (including separately from the costs incurred by BSCCo as an MHHS Participant).

12.4.7 BSCCo shall prepare and make available to the Panel and to the MHHS Programme Steering Group regular reports in respect of BSCCo’s activities as MHHS Implementation Manager, and the costs incurred as the MHHS Implementation Manager. However BSCCo shall not be required to disclose any information relating to the MHHS Implementation which the Authority expressly requests BSCCo to keep confidential.

12.4.8 The Authority may, in accordance with the MHHS Governance Framework, determine that an entity other than BSCCo is to perform some or all of the roles of the MHHS Implementation Manager (or parts of those roles). In such circumstances:

(a) BSCCo shall cease to perform the relevant role(s), BSCCo shall have no further obligations or responsibilities in the relevant role(s) (other than under this paragraph 12.4.8), and the remainder of this paragraph 12 shall be interpreted accordingly;

(b) the MHHS Implementation Manager (insofar as it has continuing roles) and each MHHS Participant shall co-operate and provide reasonable assistance in relation to the transfer of functions;

(c) BSCCo shall, if so directed by the Authority from time to time (including in the case of successive replacements), enter into a contract with the replacement provider of the relevant role(s) for the payment of the replacement provider's charges on the contract terms directed by the Authority (and comply with such contract); and

(d) the MHHS Implementation Manager (insofar as it has continuing roles) and each MHHS Participant shall continue to comply with its obligations in respect of MHHS Implementation vis-à-vis the replacement provider of the relevant role(s).

12.4.9 If BSCCo identifies a conflict between two or more of its obligations under this paragraph 12 or between its obligations under this paragraph 12 and its obligations under another part of this Code, then BSCCo shall immediately notify the Authority of such conflict, and shall comply with the Authority's directions concerning such conflict.

12.5 BSCCo as MHHS Implementation Manager: MHHS SRO

12.5.1 BSCCo shall act as and perform the role of the 'Senior Responsible Owner' for MHHS Implementation (the "MHHS SRO"). The MHHS SRO shall be responsible for delivery of MHHS Implementation in accordance with the MHHS Implementation Timetable, and accountable for ensuring that MHHS Implementation delivers the MHHS Target Operating Model and achieves the other outcomes specified by the Authority as part of the market wide half-hourly settlement Significant Code Review. The MHHS SRO shall perform its role in accordance with the design and implementation baselines determined by the Authority, as they are amended from time to time in accordance with the MHHS Governance Framework.

12.5.2 The responsibilities of the MHHS SRO shall include (without limitation):

(a) identifying, and informing the Authority of, any and all further modifications to energy licences which are required for MHHS Implementation;

(b) ensuring that the modifications to this Code which are required for MHHS Implementation are developed in consultation with MHHS Participants and provided to the Authority for implementation;

(c) monitoring and co-ordinating the development of the modifications to other Industry Codes which are required for MHHS Implementation (in conjunction with the MHHS Affected Code Bodies and in consultation with MHHS Participants), and ensuring that those modifications are presented to the Authority for implementation;

(d) ensuring the efficient, economical and co-ordinated design, build, testing and delivery of efficient, economical, co-ordinated and secure IT Systems and business processes for MHHS Implementation both centrally and (insofar as within its reasonable control) across all MHHS Participants;

(e) developing and documenting the MHHS ISMS for review by the Authority;

(f) overall responsibility for the governance and change process set out in the MHHS Governance Framework; and

(g) subject to paragraph 12.5.3, being responsible and accountable for all programme decisions made as part of MHHS Implementation.

12.5.3 Where the MHHS Governance Framework identifies a decision which should be escalated to the Authority, or the MHHS Independent Assurance Provider determines that a decision should be escalated to the Authority, then the MHHS SRO shall escalate the decision to the Authority, together with the MHHS SRO's recommendation in respect of the decision.

12.6 BSCCo as MHHS Implementation Manager: MHHS PMO

12.6.1 BSCCo shall act as and perform the role of the 'Programme Management Office' for MHHS Implementation (the "MHHS PMO"). The MHHS PMO shall be responsible for providing full and effective programme management to support MHHS Implementation.

12.6.2 The responsibilities of the MHHS PMO shall include (without limitation):

(a) establishing and administering the governance groups required by the MHHS Governance Framework, including the organisation of meetings, chairing of meetings, setting of agendas, preparation and circulation of papers, and the production of accurate minutes of meetings;

(b) managing programme documentation, including dissemination of information to and consultation with MHHS Participants, timely provision of documentation, clear and accessible presentation of documentation, strict version control of documents, and baselining of approved documents;

(c) establishing and administering the document change control process as required by the MHHS Governance Framework (where relevant, in conjunction with the MHHS DA), including impact assessment and consultation (which must include consideration against any factors specified in the MHHS Governance Framework, and cover impact on consumers, total and component costs to industry as a whole and to different classes of MHHS Participants, and the likely impact on the ability of MHHS Participants to meet the MHHS Implementation Timetable);

(d) ensuring that any decisions that will ultimately require modifications to this Code or any other Industry Code are developed and consulted upon in accordance with good regulatory practice;

(e) maintaining the MHHS Implementation Timetable, and updating it to reflect changes made in accordance with the MHHS Governance Framework;

(f) proposing, consulting on and confirming the timelines and milestones for MHHS Qualification under the MHHS Qualification Plan and the timetable for migration under the MHHS Migration Plan, all of which must be performed in accordance with the MHHS Governance Framework, including being consistent with the MHHS Implementation Timetable;

(g) tracking and reporting on progress against the MHHS Implementation Timetable to the Authority, the MHHS SRO and the MHHS Programme Steering Group; and

(h) identifying risks to successful completion of MHHS Implementation Timetable milestones (including via a risk, assumptions, issues and dependencies (RAID) log), reporting on those risks to the Authority, the MHHS SRO and the MHHS Programme Steering Group, and proposing to the MHHS SRO measures to address those risks.

12.7 BSCCo as MHHS Implementation Manager: MHHS DA

12.7.1 BSCCo shall act as and perform the role of the 'Design Authority' for MHHS Implementation (the "MHHS DA"). The MHHS DA shall be responsible for securing the robust and stable design of the business processes and IT Systems via which market-wide, half-hourly Settlement is to be provided, including the existing and new IT Systems of BSCCo and any other new central IT System and the interface of those IT Systems with those of other MHHS Participants (but excluding the IT Systems of such other MHHS Participants).

12.7.2 The responsibilities of the MHHS DA shall include (without limitation):

(a) identifying the design documents and artefacts that will be required to secure effective MHHS Implementation, and allocating responsibility for producing and maintaining each such design document or artefact;

(b) baselining all design documents and artefacts in accordance with the MHHS Governance Framework, and managing changes to those design documents and artefacts in accordance with the MHHS Governance Framework;

(c) ensuring that the design documentation and artefacts are complete and adequate and set out the design with a precision and at a level of detail that allows all MHHS Participants to fulfil their obligations in relation to MHHS Implementation;

(d) documenting the policies, processes and procedures required by the MHHS ISMS; and

(e) identifying omissions and other deficiencies in the design documentation and artefacts, reporting on those to the MHHS SRO and MHHS Programme Steering Group, and proposing to the MHHS SRO measures to address those deficiencies.

12.8 BSCCo MHHS Implementation Manager: MHHS SI

12.8.1 BSCCo shall act as and perform the role of the 'Systems Integrator' for MHHS Implementation (the "MHHS SI"). The MHHS SI shall be responsible for securing the robust and stable integration of the business processes and IT Systems to be used by MHHS Participants for the purposes of market-wide, half-hourly Settlement (including integration with the business processes and IT Systems which are the subject of paragraph 12.7).

12.8.2 The responsibilities of the MHHS SI shall include (without limitation):

(a) procuring the production of an end-to-end test plan (consistent with the MHHS Implementation Timetable), which sets out the test phases for MHHS Implementation and the MHHS Participants required to participate in each such test phase (which end-to-end plan shall be subject to change control in accordance with the MHHS Governance Framework);

(b) proposing, consulting on, and confirming (in accordance with the MHHS Governance Framework) an MHHS Test Plan for each test phase of MHHS Implementation (which shall be subject to change control in accordance with the MHHS Governance Framework), which must cover for the relevant test phase:

(i) the MHHS Participants that are required to, or eligible to, participate in the test phase;

(ii) the objectives for the test phase (which may include intermediate stages) and the pass/fail criteria;

(iii) the test tools, test data and test environments to be made available;

(iv) the timetable for the test phase (which may include intermediate stages within the test phase);

(v) the entry criteria for the start of the test phase (and for any intermediate stage);

(vi) the reports required to be produced by the MHHS SI and MHHS Participants;

(vii) the exit criteria for completion of the test phase (and any intermediate stage); and

(viii) the process by which the test phase (and any intermediate stage) will be determined to have been successfully completed;

(c) providing timely and expert assistance to the MHHS Participants in complying with their obligations under each MHHS Test Plan;

(d) proposing , consulting on, and obtaining approval for (in accordance with the MHHS Governance Framework) an MHHS Data Cleansing Plan, an MHHS Data Migration Plan and an MHHS Defect Management Plan (which shall each be consistent with the MHHS Implementation Timetable and subject to change control in accordance with the MHHS Governance Framework); and

(e) tracking the progress of MHHS Participants against the MHHS Test Plans, and reporting on such progress to the MHHS SRO and the MHHS Programme Steering Group; and

(f) propose, consult on, and obtain approval for (in accordance with the MHHS Governance Framework) a plan (the "MHHS Migration Plan") which identifies: (i) which classes of MHHS Participant are to participate in the required migration of Metering Systems; and (ii) the requirements with which each such MHHS Participant must comply (in sufficient detail to enable them to prepare for and complete such migration). The MHHS SI shall also ensure that the MHHS Migration Plan includes the timetable for migration set by the MHHS PMO.

12.9 BSCCo as MHHS Implementation Manager: MHHS PPC

12.9.1 BSCCo shall act as and perform the role of the 'Programme Party Co-ordinator' for MHHS Implementation (the "MHHS PPC"). The MHHS PPC shall be responsible for full and effective co-ordination of MHHS Participants in relation to MHHS Implementation.

12.9.2 The responsibilities of the MHHS PPC shall include (without limitation):

(a) obtaining individual programme plans from MHHS Participants and verifying that each MHHS Participant has a plan which is consistent with the MHHS Implementation Timetable;

(b) monitoring each MHHS Participant's progress against its programme plan, and reporting to the MHHS SRO and the MHHS Programme Steering Group on such progress;

(c) monitoring each MHHS Participant's progress against key milestones in the MHHS Implementation Timetable, and reporting to the MHHS SRO and the MHHS Programme Steering Group on such progress;

(d) providing support and advice to MHHS Participants on their obligations in respect of MHHS Implementation;

(e) facilitating effective communication with MHHS Participants in respect of MHHS Implementation;

(f) ensuring that MHHS Participants are able to raise issues with the MHHS PMO and the MHHS Programme Steering Group; and

(g) ensuring that MHHS Participants understand and can comply with their obligations under the MHHS ISMS.

12.9A MHHS Implementation Manager: Development of Data Integration Platform

12.9A.1 For the purposes of the BSC, the "Data Integration Platform" means the Event Driven Architecture referred to in the Authority’s "Decision on the reference architecture of the Market-Wide Half Hourly Settlement Target Operating Model" dated 14 December 2021.

12.9A.2 BSCCo, in its capacity as MHHS Implementation Manager, may develop the systems and processes that may be necessary to implement the Data Integration Platform provided that:

(a) in accordance with paragraph 12.4.4, BSCCo may appoint an external service provider to design, build, test (including participating in industry testing) and implement the Data Integration Platform;

(b) any costs, expenses and liabilities related to:

(i) the design, build, test (including participating in industry testing) and implementation of the Data Integration Platform; and/or

(ii) the termination of any contract entered into under this paragraph 12.9A that occurs whilst BSCCo remains responsible for the Data Integration Platform,

shall be BSC Costs pursuant to paragraph 12.4.6 and Section D8;

(c) responsibility for the enduring governance, funding and operation of the Data Integration Platform shall be determined by the Authority but:

(i) any contract entered into by BSCCo under paragraph 12.9A.2(a) may incorporate obligations relating to the post-implementation operation of the Data Integration Platform;

(ii) notwithstanding paragraph 12.4.3, and with respect to the matters set out in this paragraph 12.9A, BSCCo shall, in its capacity as MHHS Implementation Manager, consult and co-operate with:

(A) the part of BSCCo’s business that is not the MHHS Implementation Manager; and

(B) any other person the Authority identifies as a potential enduring operator of the Data Integration Platform;

(iii) if directed to do so by the Authority, BSCCo shall transfer such contract to any person, and in accordance with such timescales, as the Authority considers appropriate;

(d) where the Authority has directed BSCCo to transfer the contract to another person before completion of the design, build, test (including participating in industry testing) and implementation of the Data Integration Platform, unless directed otherwise by the Authority, BSCCo shall continue to pay for such activities pursuant to paragraph 12.4.6 and Section D8.

12.10 MHHS Independent Assurance Provider

12.10.1 The MHHS SRO shall pay for the services of the entity from time to time contracted by the Authority to perform the role of MHHS Independent Assurance Provider and shall, if required by the Authority, enter into an agreement with the MHHS Independent Assurance Provider in relation to such payment.

12.10.2 Although the MHHS Independent Assurance Provider will be contracted by the Authority, the MHHS SRO shall manage such aspects of the MHHS Independent Assurance Provider’s service provision as are described in the MHHS Governance Framework or as the Authority may from time to time direct.

12.10.3 The MHHS Independent Assurance Provider must not be:

(a) BSCCo, any Party, or any other MHHS Participant;

(b) an Affiliate of BSCCo, of any Party, or of any other MHHS Participant; or

12.10.4 Insofar as reasonably practicable (given the extent of the MHHS SRO's management function under paragraph 12.10.2), the MHHS SRO shall ensure that the MHHS Independent Assurance Provider performs its role:

(a) in accordance with Good Industry Practice;

(b) without undue discrimination between MHHS Participants (or classes of MHHS Participants);

(d) in accordance with the MHHS Governance Framework; and

(e) in accordance with this paragraph 12 and the Authority's contract with the MHHS Independent Assurance Provider.

12.10.5 The duties of the MHHS Independent Assurance Provider shall include (without limitation):

(a) providing confidence to the MHHS Participants that MHHS Implementation will be successfully delivered against the MHHS Implementation Timetable, deliver the MHHS Target Operating Model and achieve the other outcomes specified by the Authority as part of the market wide half-hourly settlement Significant Code Review;

(b) managing and giving effect to the assurance principles and mechanisms set out in the MHHS Governance Framework;

(c) monitoring and providing assurance that the MHHS Implementation Manager is complying with its obligations under this paragraph 12;

(d) where there are disagreements between the MHHS Implementation Manager and MHHS Participants in relation to MHHS Implementation, providing an independent assessment of the issue and making recommendations to the MHHS SRO and the Authority for resolution;

(e) delivering independent assurance reporting to the MHHS SRO, to the MHHS Programme Steering Group and to the Authority in relation to MHHS Implementation;

(f) providing advice to the MHHS SRO, to the MHHS Programme Steering Group and to the Authority on any required improvement to MHHS Implementation in order to ensure its successful delivery in accordance with the MHHS Implementation Timetable, and delivery of the MHHS Target Operating Model and achievement of the other outcomes specified by the Authority as part of the market wide half-hourly settlement Significant Code Review; and

(g) ensuring that there is independent assurance of compliance with the MHHS ISMS.

12.11 MHHS Participants BSCCo

12.11.1 Separate from its role as MHHS Implementation Manager, BSCCo is an MHHS Participant. In addition to its general obligations as an MHHS Participant (as to which see paragraph 12.12), BSCCo also has particular responsibilities as an MHHS Participant in respect of the MHHS Qualification Plan and supporting the migration of Metering Systems.

12.11.2 BSCCo shall undertake the following in relation to the MHHS Qualification of Parties and Party Agents in order to participate in market-wide, half-hourly Settlement:

(a) BSCCo shall propose, consult on, and obtain approval for (in accordance with the MHHS Governance Framework) a plan (the "MHHS Qualification Plan") which identifies: (i) which classes of Party or Party Agent will require MHHS Qualification in order to participate in market-wide, half-hourly Settlement; and (ii) the requirements to be satisfied by each such Party or Party Agent (in sufficient detail to enable them to prepare for and complete such MHHS Qualification). The BSCCo shall also ensure that the MHHS Qualification Plan includes the timelines and milestones for MHHS Qualification set by the MHHS PMO;

(b) BSCCo shall provide access to any of its IT Systems and business processes necessary to enable the relevant Parties and Party Agents to complete any MHHS Qualification required by them to participate in market-wide, half-hourly Settlement;

(c) BSCCo shall provide such access on the basis that all such Parties and Party Agents can access such systems and processes simultaneously, or (if this is not reasonably practicable) on the basis of a non-discriminatory order of access; and

(d) BSCCo shall provide reasonable information, advice and support to all the relevant Parties and Party Agents to support them in completing MHHS Qualification.

12.11.3 BSCCo shall undertake the following in relation to the migration of Metering Systems required for MHHS Implementation:

(a) BSCCo shall provide access to any of its IT Systems and business processes necessary to enable the relevant MHHS Participants to complete the required migration of Metering Systems; and

(b) BSCCo shall provide such access on the basis that all such MHHS Participants can access such systems and processes simultaneously, or (if this is not reasonably practicable) on the basis of a non-discriminatory order of access.

12.11.4 BSCCo shall provide reasonable information, advice and support to all the relevant MHHS Participants to support them in completing the required migration of Metering Systems.

12.12 MHHS Participants: General

12.12.1 Each MHHS Participant shall:

(a) deliver the new and modified IT Systems and business processes required of it as part of MHHS Implementation, including the mobilisation, design, building and testing of such IT Systems and business processes and their integration with those of other MHHS Participants (and shall do so in accordance with the MHHS Implementation Timetable);

(b) take all reasonable steps within its control to facilitate completion of MHHS Implementation in accordance with the MHHS Implementation Timetable, including taking any action reasonably recommended by the MHHS Independent Assurance Provider;

(c) (in accordance with Good Industry Practice) develop, keep up-to-date and comply with its own programme plan (consistent with the MHHS Implementation Timetable) for MHHS Implementation;

(d) refrain from any action which would unduly compromise or delay MHHS Implementation;

(e) comply with the MHHS Governance Framework;

(f) provide the Authority, the MHHS Independent Assurance Provider or MHHS Implementation Manager with such information as they may reasonably request in relation to MHHS Implementation, including regarding the MHHS Participant's planning for and progress in relation to MHHS Implementation (including progress against its own programme plan);

(g) promptly identify, escalate and report to the MHHS Implementation Manager and MHHS Programme Steering Group any and all risks or disputes that may adversely affect MHHS Implementation;

(h) comply with the Authority's directions from time to time relating to MHHS Implementation;

(i) ensure it is able to meet the various milestones on the dates specified in the MHHS Implementation Timetable; and

(j) comply with its obligations under the MHHS ISMS.

12.12.2 For clarity, an MHHS Participant cannot seek to avoid or delay undertaking its obligations as an MHHS Participant by reason of cost. The MHHS Implementation Timetable has been set on the basis of engagement with parties and evidence as to an appropriate and overall cost effective implementation timetable, and will be subject to evidence-based review and change as appropriate. If an MHHS Participant considers that the costs of compliance become (or are likely to become) disproportionate, then it may raise the issue or seek a change under the MHHS Governance Framework, but shall nevertheless continue to comply with its obligations from time to time as an MHHS Participant.

12.12.3 The following obligations apply to those MHHS Participants required by an MHHS Test Plan to participate in the testing required by that MHHS Test Plan (or who are eligible to participate and choose to do so):

(a) they shall comply with the MHHS Test Plan;

(b) they shall participate in testing under the MHHS Test Plan, and shall in doing so act reasonably, fairly, co-operatively and in accordance with Good Industry Practice;

(c) if they are required by the MHHS Test Plan to make their IT Systems available for other MHHS Participants to use for testing, then they must allow such access on the terms proscribed by the MHHS Test Plan;

(d) if they are required by the MHHS Test Plan to produce test reports demonstrating their successful completion of the test phase (or an intermediate stage), then they must do so; and

(e) they must provide all information, access and co-operation reasonably required by the MHHS SI and act in accordance with the reasonable instructions of the MHHS SI.

12.12.4 The following obligations apply to those MHHS Participants required by the MHHS Data Cleansing Plan and/or MHHS Data Migration Plan to participate in the cleansing and/or migration of data required for MHHS Implementation:

(a) they must comply with their obligations under that plan;

(b) they must report their progress as required by the MHHS SI or MHHS PMO;

(c) they must undertake the cleansing, migration and synchronisation of data in accordance with the specified timetables; and

(d) they must provide all information and co-operation reasonably required by the MHHS SI or MHHS PMO.

12.12.5 The following obligations apply to all MHHS Participants in respect of the MHHS Defect Management Plan:

(a) they must comply with the MHHS Defect Management Plan;

(b) they must report and manage defects arising during MHHS Implementation in accordance with the MHHS Defect Management Plan; and

12.12.6 Those Parties and Party Agents required by the MHHS Qualification Plan to undertake MHHS Qualification must comply with the MHHS Qualification Plan. No Party or Party Agent will be able to participate in market-wide, half-hourly Settlement until it has successfully completed such MHHS Qualification. Failure to complete such MHHS Qualification by the date set out in the MHHS Qualification Plan shall result in the Party not being able to become a Registrant for Metering Systems for which it is not already a Registrant until such time as it has completed MHHS Qualification.

12.12.7 Each MHHS Participant is responsible for ensuring that its agents, employees, service providers and other contractors (including its Party Agents) undertake the activities necessary to enable such MHHS Participant to comply with its obligations as an MHHS Participant. Lack of co-operation from such third parties shall not excuse delays or failures on the part of an MHHS Participant.

12.13 MHHS Participants: DCC

12.13.1 Although the DCC is not a Party to this Code, the DCC is required under the DCC Licence to comply with the obligations expressed in this Code to apply to the DCC as an MHHS Participant, including those that apply to MHHS Participants generally.

12.14 MHHS Participants: MHHS Affected Code Bodies

12.14.1 Although not all of the MHHS Affected Code Bodies are a Party to this Code, each of those that is not a Party has an obligation in the relevant Industry Code to comply with the obligations expressed in this Code to apply to the MHHS Affected Code Bodies as an MHHS Participant, including those that apply to MHHS Participants generally.

12.14.2 Without limiting the application of paragraph 12.4.1, each MHHS Affected Code Body shall provide such co-operation and information as the MHHS Implementation Manager reasonably requires for the purpose of performing its obligations under this paragraph 12 in respect of the MHHS Affected Code Body's Industry Code.

12.15 MHHS Participants: Party Agent

12.15.1 Although Data Collectors, Data Aggregators and Meter Operator Agents are not Parties, they will have to undergo MHHS Qualification before they are MHHS Qualified to participate in market-wide, half-hourly Settlement.

12.15.2 Without limiting the application of paragraph 12.15.1, each Supplier shall ensure that the Data Collectors, Data Aggregators and Meter Operator Agents appointed by it comply with the obligations expressed in this Code to apply to Data Collectors, Data Aggregators and Meter Operator Agents as MHHS Participants, including those that apply to MHHS Participants generally.

12.16 MHHS Participants: Suppliers

12.16.1 Each Supplier which participates in testing under an MHHS Test Plan shall ensure that such testing includes testing in respect of the IT Systems of its Party Agents.

12.16.2 Each Supplier must comply with the MHHS Migration Plan.

12.17 MHHS Performance Assurance

12.17.1 The MHHS Independent Assurance Provider shall provide performance assurance in respect of MHHS Implementation, as described in the MHHS Governance Framework.

12.17.2 Without prejudice to the Panel’s rights and duties in respect of BSCCo, unless and until the Authority otherwise directs, the Panel and Performance Assurance Board’s roles in respect of compliance or performance assurance of the obligations of MHHS Participants in respect of MHHS Implementation, shall be limited to:

(a) those decisions and actions specified in relation to MHHS Qualification; and

(b) such decisions or actions as are specified in the MHHS Migration Plan.

12.17.3 Further, non-exhaustive, details in respect of the assurance which may be conducted by the MHHS Independent Assurance Provider shall be set out in the MHHS Governance Framework, and may include some or all of the following:

(a) requiring an MHHS Participant to procure its own independent assurance of its readiness to meet specified programme milestones;

(b) requiring a statement by an MHHS Participant signed by one or more board directors (or, if the MHHS Participant is not a company, an equivalent representative) regarding the MHHS Participant's readiness to meet specified programme milestones, accompanied by the evidence they have relied upon to make that statement;

(c) when the MHHS Independent Assurance Provider sees fit, notifying each MHHS Participant of any failure, or expected failure, by a MHHS Participant to meet such MHHS Implementation milestone(s) as the provider considers appropriate; provided that:

(i) the MHHS Independent Assurance Provider shall have regard to all the circumstances when deciding which milestone(s) to issue notifications in respect of and when to issue such notifications; and

(ii) the MHHS Independent Assurance Provider shall also notify each MHHS Participant when the MHHS Participant has met, or is expected to meet, such milestone.

12.17.4 Each MHHS Participant is required to comply with the assurance processes applied by the MHHS Independent Assurance Provider in accordance with the MHHS Governance Framework, and BSCCo shall (insofar as within its control) give effect to any decisions of the MHHS Independent Assurance Provider.

12.18 Tendering for the MHHS Implementation Manager Role

12.18.1 In the event that the appointment of the MHHS Implementation Manager is undertaken through a competitive tender process then BSCCo may participate in that process provided that:

(a) the maximum amount that BSCCo may incur in participating in such process shall not in any event exceed the sum of one hundred thousand pounds sterling (£100,000.00) in connection with:

(i) its third party costs (including in respect of professional advisors), expenses, other outgoings and liabilities incurred in connection with the planning, preparation, negotiation and award (or any other process leading to an award), of the proposed MHHS Implementation Manager role; and

(ii) its overhead costs (including, without limitation, personnel costs),

and any such costs, expenses and liabilities shall be BSC Costs;

(b) BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs; and

(c) BSCCo shall ensure that such costs are subject to a statutory audit and the findings of such audit are reported to the Panel and Parties.

12.19 MHHS Implementation: Additional Budget Requirements

12.19.1 When BSCCo produces draft Annual Budgets and Annual Budgets under paragraph 6.4, and when BSCCo produces draft revisions and revisions to Annual Budgets under paragraph 6.5 or 6.6, BSCCo shall (in addition to its obligations under paragraph 6):

(a) identify the costs which relate to BSCCo's role as MHHS Implementation separately from BSCCo's other costs;

(b) present those aspects which relate to these costs to the MHHS Programme Steering Group; and

(c) take into account representations received from the MHHS Programme Steering Group, and provide a written explanation to the MHHS Programme Steering Group of the changes which are made as a result of such representations or (if changes are not made) of why BSCCo has not made such changes.

12.19A MHHS Implementation: Data Protection General

12.19A.1 For the purposes of the MHHS Data Protection Provisions:

(a) "Commisioner" has the meaning given to that term in the Data Protection Legislation;

(b) "Controller" has the meaning given to that term in the Data Protection Legislation;

(d) "MHHS Data Protection Provisions" means paragraphs 12.19A to 12.19C inclusive;

(e) "MHHS Test Data" means the Personal Data used for the MHHS Test Processing Purpose as identified in paragraph 12.19C.7 and as further specified in the MHHS Test Plan;

(f) "MHHS Test Data Subjects" means the electricity consumers to whom the MHHS Test Data relates;

(g) "MHHS Test Industry Participant" means each MHHS Participant that is participating in the MHHS Test Processing Purpose;

(h) "MHHS Test Processing Purpose" means the industry-wide systems integration testing, qualification, migration and transition activities specified in the MHHS Test Plan including the secure transfer of MHHS Test Data and the temporary storage of such data for testing purposes. For the avoidance of doubt, the MHHS Test Processing Purpose relates only to testing and does not relate to any activities or Processing that will be required for the live operation of the MHHS arrangements;

(i) "Personal Data" has the meaning given to that term in the Data Protection Legislation;

(j) "Personal Data Breach" has the meaning given to that term in the Data Protection Legislation;

(k) "Process" and "Processing" has the meaning given to those terms in the Data Protection Legislation; and

(l) "Processor" has the meaning given to that term in the Data Protection Legislation

12.19A.2 The words and expressions used in the MHHS Data Protection Provisions and not defined elsewhere in theCodeshall be interpreted in accordance with any meaning given to them in theData Protection Legislation.

12.19A.3 With respect to the MHHS Test Processing Purpose only, and in relation to any Personal Data contained in MHHS Test Data, the Parties acknowledge and agree that:

(a) where BSCCo is acting its capacity as MHHS Implementation Manager, it is a Controller (but only in relation to Processing, and Personal Data Processed in, MHHS test environments); and

(b) the MHHS Test Industry Participants (including BSCCo when acting in its capacity as an MHHS Test Industry Participant, taking into account the separation requirements in paragraph 12.4.3) are Processors.

12.19A.4 Paragraph 12.19A.3 is without prejudice to:

(a) an MHHS Test Industry Participant’s Processing of the MHHS Test Data for its own purposes; and

(b) any determination as to whether an MHHS Test Industry Participant is a Controller for any other purposes,

in each case outside of the MHHS Test Processing Purpose.

12.19B MHHS Implementation: Data Controller Obligations

12.19B.1 This paragraph 12.19B sets out the obligations of any Party when they are acting as a Controller in respect of theProcessing ofMHHS Test Data for the MHHS Test Processing Purpose.

12.19B.2 The MHHS Data Controllerconfirms that it has effected, and undertakes that it shall maintain, all such notices and registrations as it is required to effect and maintain under theData Protection Legislationto enable it lawfully to perform the obligations imposed on it by thisCode, and exercise the rights granted to it by thisCode.

12.19B.3 The MHHS Data Controllerundertakes to comply with theData Protection Legislationin the performance of thisCode, including ensuring, in respect ofMHHS Test Datato be shared or otherwiseProcessed pursuant to thisCode, that the MHHS Data Controllerhas a lawful basis for such sharing and otherProcessing.

12.19B.4 Without limiting paragraph 12.19B.3, the MHHS Data Controllershall:

(a) provide to relevantData Subjects, the information required by theData Protection Legislationto be provided by them in respect of theProcessing ofMHHS Test Data. Where requested by the MHHS Data Controller, MHHS Test Participants shall include information in their notices to Data Subjects about use of Data Subjects’ Personal Data for the MHHS Test Processing Purpose;

(b) comply with theData Protection Legislationas regards the exercise of rights byData Subjects in respect ofMHHS Test Data for which it is the Controller. In particular, each MHHS Data Controllershall designate its own contact point responsible for dealing with data protection queries, requests or complaints raised by relevantData Subjects; and

(c) be responsible for, and shall make its own determination as regards, notifying the Commissioner andData Subjects (if applicable) in case of aPersonal Data Breachrelating toMHHS Test Datain accordance withData Protection Legislation.

12.19C MHHS Implementation: Data Processor Obligations

12.19C.1 This paragraph 12.19C sets out the obligations of any Party when they are acting as a Processor in respect of the Processing ofMHHS Test Data for the MHHS Test Processing Purpose.

12.19C.2 Each Processor shall:

(a) only Process that MHHS Test Data for the MHHS Test Processing Purpose as instructed by BSCCo in its capacity as MHHS Implementation Manager, and not in a manner that the Processor knows (or should reasonably know) is likely to cause the MHHS Data Controllers to breach their obligations under the Data Protection Legislation (subject to paragraph (b) below);

(b) if the Processor is of the opinion that any requirement of paragraph (a) above breaches the Data Protection Legislation, the Processor shall immediately inform BSCCo in its capacity as MHHS Implementation Manager of this giving details of the breach or potential breach (unless the Processor is prohibited from doing so by any of its other obligations under law);

(d) ensure that the Processor's personnel who are authorised to Process MHHS Test Data are under enforceable obligations of confidentiality;

(e) (having regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects) implement appropriate technical and organisational measures to ensure that the MHHS Test Data is Processed in compliance with the Data Protection Legislation and is protected against accidental or unlawful loss, destruction, damage, alteration or disclosure;

(f) (taking into account the nature of the Processing and the information available to the Processor) assist the MHHS Data Controllers with their obligations to comply with Data Subject Rights Requests and Data Subjects' rights under the Data Protection Legislation in respect of that MHHS Test Data (through, insofar as is possible, the use of appropriate technical and organisational measures);

(g) taking into account the nature of the Processing and the information available to the Processor, provide reasonable assistance to the MHHS Data Controllers in complying with any enquiry made, or investigation or assessment initiated, by the Commissioner in respect of the Processing of that MHHS Test Data;

(h) notify, without undue delay after becoming aware of a Personal Data breach, BSCCo (in its capacity as MHHS Implementation Manager) in the event that the Processor becomes aware of a Personal Data breach in relation to MHHS Test Data. Taking into account the nature of the Processing and the information available to the Processor, the Processors shall provide all reasonably necessary assistance to the MHHS Data Controller in order to comply with the MHHS Data Controller's obligations under Data Protection Legislation to notify the Commissioner and Data Subjects;

(i) provide all such reasonable and timely assistance as BSCCo may require in order to conduct an impact assessment in accordance with Data Protection Legislation;

(j) upon termination or expiry of the Processing pursuant to MHHS Test Processing Purpose, destroy the MHHS Test Data that is within its possession or control (including where subcontracted to a third party); save that this requirement shall not apply to the extent that the Processor: (i) is required by a Legal Requirement to retain the MHHS Test Data; and/or (ii) continues to process the MHHS Test Data for other lawful purposes (either as a Controller or as a Processor on behalf of other Controllers); and

(k) permit BSCCo, in its capacity as MHHS Implementation Manager, to audit compliance with this paragraph 12.19C and make available to on request from all information reasonably necessary to demonstrate such compliance.

12.19C.3 Each Processor shall ensure that its sub-processors, in respect of the MHHS Test Data, are subject to written contractual obligations in respect of the Processing of that MHHS Test Data which are substantially the same as the Processor obligations under the Code.

12.19C.4 The MHHS Data Controller hereby gives each Processor general authorisation to engage sub-processors who are appointed in accordance with the requirements of the Code. The MHHS Data Controller hereby confirms that it does not object to the engagement of any sub-processors engaged in accordance with such requirements. Where a sub-processor is appointed in accordance with this paragraph, the Processor shall maintain a list of sub-processors (including details of the processing it performs or will perform) and provide such list of sub-processors to the MHHS Data Controller on request.

12.19C.5 Notwithstanding such general consent to appointment of sub-processers under paragraph 12.9C.4, if a MHHS Data Controller objects to the appointment of a sub-processor on reasonable grounds relating to the protection of Personal Data, the Processor will not permit Processing of MHHS Test Data by such sub-processor.

12.19C.6 Each Processor shall not transfer or process the MHHS Test Data outside the United Kingdom and European Economic Area unless the Processor:

(a) has first obtained MHHS Data Controller’s approval; and

(b) takes such measures as are necessary to ensure the transfer is in compliance with Data Protection Legislation, which may include transferring the MHHS Test Data to a recipient: (i) in a country that the Secretary of State has decided provides adequate protection for Personal Data; (ii) that has achieved binding corporate rules authorisation in accordance with Data Protection Legislation; or (iii) that has executed relevant standard contractual clauses adopted or approved by the Secretary of State or otherwise permitted by the Data Protection Legislation.

12.19C.7 This paragraph sets out information about the Personal Data processed by Processors for the MHHS Testing Processing Purpose:

(a) nature of the Processing: the secure transfer of the MHHS Test Data between Industry Participants and the storage of such data;

(b) Purpose and subject matter of the Processing; the MHHS Test Processing Purpose;

(d) Categories of Data Subject: domestic electricity consumers and sole traders;

(e) Types of Personal Data: MPAN/Metering System details including MPAN Core/Number, MPAN address and Meter Serial Number.

12.20 MHHS Implementation: Sunset Provision

12.20.1 Once the Authority has confirmed for the purposes of this paragraph 12.20 that MHHS Implementation is complete (or sufficiently complete), then this Code shall automatically be modified by the deletion of this paragraph 12 and by any consequential amendments to the remainder of this Code as the Authority may direct.

12.20.2 Such deletion of this paragraph 12 shall be without prejudice to the rights and obligations arising under this paragraph 12 prior to its deletion.

13. Capacity Market Advisory Group Administration

13.1 For the purposes of the Code:

(a) "Capacity Market Advisory Group" or "CMAG" means the group established by the Authority pursuant to the Change Process for the Capacity Market Rules Guidance;

(b) "Change Process for the Capacity Market Rules Guidance" means the guidance relating to the change process for the Capacity Market Rules issued by the Authority from time to time;

13.2 BSCCo shall:

(a) establish and maintain arrangements and processes that support the operation of the CMAG;

(b) provide administration and management services to the CMAG in accordance with the arrangements and processes established under paragraph 13.2(a) and the Change Process for the Capacity Market Rules Guidance,

(collectively "CMAG Services").

13.2 In performing the CMAG Services, BSCCo shall seek such approvals from the Authority, and act in accordance with such directions of the Authority, in each case as may be specified in the arrangements and processes established under paragraph 13.2(a) and the Change Process for the Capacity Market Rules Guidance.

13.3 The costs, expenses and liabilities incurred by BSCCo in connection with delivering the CMAG Services shall be BSC Costs.

13.4 The functions of, and the things done by, BSCCo under and pursuant to this paragraph 13 shall be considered to be functions under and things done pursuant to the Code provided that the Panel shall have no duties or responsibilities in relation to the CMAG Services and BSCCo shall owe no duties to the Panel in the carrying out of such functions.

13.5 For the avoidance of doubt, this paragraph 13 shall not constitute a delegation of any of the Authority’s powers or duties it under Sections 77 or 78 of the Capacity Market Regulations 2014.

14. Energy Price Guarantee Scheme

14.1 BSCCo (either itself, through a service provider, or through another BSC Company, if so permitted in accordance with the EPG Scheme Document) may perform the functions, role and responsibilities of the EPG Scheme Administrator as set out in the EPG Scheme Document, as amended from time to time, (including anything necessary for or reasonably incidental to the performance of such functions, role and responsibilities), and may act as an agent for the Secretary of State in respect of such responsibilities and functions, subject to the following:

(a) the Panel (and each Panel Committee) shall have no duties or responsibilities in relation to the EPG Scheme and BSCCo’s performance of its functions, role or responsibilities as EPG Scheme Administrator, and BSCCo shall owe no duties to the Panel in the carrying out of such functions and responsibilities;

(b) each Party and the Panel shall not (whether by action, omission or withholding of consent) prevent or restrict BSCCo from performing the functions, role and responsibilities of the EPG Scheme Administrator and shall (where applicable) co-operate with all requests for information made by BSCCo in performing those functions and responsibilities;

(c) save as may be provided for in the EPG Scheme Document, each Party (to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature whether in contract, tort (including negligence and/or breach of statutory duty) or otherwise at law (other than for death or personal injury as a result of negligence or for an equitable remedy) against BSCCo and releases BSCCo from any such liability in respect of any breach by BSCCo in connection with its performance of the functions and responsibilities of the EPG Scheme Administrator;

(d) the costs, expenses and liabilities incurred by BSCCo in connection with performing its EPG Scheme Administrator functions shall be BSC Costs, subject to paragraph 14.1(e) below;

(e) BSCCo shall account for all payments to EPG Scheme Parties separately from BSC Costs and Trading Charges respectively, and shall receive and hold amounts payable to and by it in respect of EPG Scheme Payments in a separate bank account, in accordance with the requirements of the EPG Scheme Document;

(f) Parties acknowledge that BSCCo, as the EPG Scheme Administrator, is not obliged on any day to make payment to EPG Scheme Supplier Parties of any amount greater than the amount standing to the credit of the EPG Scheme Account on that day (as received from the Secretary of State);

(g) BSCCo may use any BSC Data in performing its functions, role and responsibilities as EPG Scheme Administrator and as required in accordance with the EPG Scheme Document (including using BSC Data as necessary to fulfil its obligations following the end of the EPG Scheme, and providing BSC Data to any other EPG Scheme Administrator appointed in accordance with the EPG Scheme Document);

(h) paragraphs 1.3.1 and 7 shall not apply to this paragraph 14.1;

(i) notwithstanding Section F, paragraph 14 may not be amended without the prior written consent of the Secretary of State;

(j) if another person is designated as the EPG Scheme Administrator in accordance with the EPG Scheme Document, and BSCCo is no longer required to perform such role, BSSCo shall provide such BSC Data as may be required to the EPG Scheme Administrator to enable it to perform its functions in accordance with the EPG Scheme Document; and

(k) notwithstanding Section F, this Code shall automatically be modified by the deletion of paragraph 14 upon BSCCo ceasing to be the EPG Scheme Administrator or an EPG Scheme Party (including where another person is appointed as EPG Scheme Administrator in accordance with the EPG Scheme Document, and BSCCo retains obligations to provide BSC Data to such EPG Scheme Administrator). Such deletion of paragraph 14 shall be without prejudice to the rights and obligations arising under this paragraph 14.1 prior to its deletion (including in accordance with the EPG Scheme Document).

14.2 For the purposes of this paragraph 14:

(a) the "EPG Scheme" means the government Energy Price Guarantee scheme for Domestic Electricity Consumers in Great Britain established by the Secretary of State and set out in the EPG Scheme Document;

(b) the "EPG Scheme Account" means the bank account set up by BSCCo in accordance with paragraph 14.1(e);

(c) the "EPG Scheme Administrator" means a person designated by the Secretary of State in accordance with the EPG Scheme Document to discharge functions in connection with the administration of the EPG Scheme;

(d) the "EPG Scheme Agreement" means the agreement, between the Secretary of State, BSCCo (as initial Scheme Administrator) and such EPG Scheme Supplier Parties and other persons as have become party by accession to the EPG Scheme Agreement, by which the Scheme Document is made binding among the EPG Scheme Parties;

(e) the "EPG Scheme Document" means the document of that title issued by the Secretary of State to establish the EPG Scheme, as amended from time to time, and references to the Scheme Document include the contract between the EPG Scheme Parties, incorporating the Scheme Document, established by the Scheme Agreement;

(f) an "EPG Scheme Party" means a party to the EPG Scheme, in accordance with the Scheme Document (including the Secretary of State, the EPG Scheme Administrator, and each EPG Scheme Supplier Party);

(g) an "EPG Scheme Supplier Party" is a Supplier (including a Supplier acting pursuant to a last resort direction) which is party to the EPG Scheme Agreement and has not ceased to be an EPG Scheme Party pursuant to the EPG Scheme Document; and

(h) "EPG Scheme Payment" means an amount payable to an EPG Scheme Supplier Party or the Secretary of State in accordance with the EPG Scheme Document.

15. Energy Bill Discount Scheme

15.1 BSCCo (either itself, through a service provider, or through another BSC Company, if so permitted in accordance with the Scheme Functions Agreement, the Scheme Regulations and the Scheme Rules) may perform the functions and responsibilities in respect of the RelevantSchemes as set out in the Scheme Functions Agreement and the Scheme Rules (including functions delegated to BSCCo by the Secretary of State in accordance with the Scheme Regulations) (the "Scheme Functions"), including anything necessary for or reasonably incidental to the performance of such functions and responsibilities, and BSCCo may act as an agent for the Secretary of State in respect of such responsibilities and functions, subject to the following:

(a) the Panel (and each Panel Committee) shall have no duties or responsibilities in relation to the Relevant Schemes and BSCCo’s performance of its Scheme Functions, and BSCCo shall owe no duties to the Panel in carrying out such functions and responsibilities;

(b) each Party and the Panel shall not (whether by action, omission or withholding of consent) prevent or restrict BSCCo from performing its Scheme Functions and shall (where applicable) co-operate with all requests for information made by BSCCo in performing such functions and responsibilities;

(c) save as may be provided for in the Scheme Functions Agreement, the Scheme Regulations or the Scheme Rules, each Party (to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature whether in contract, tort (including negligence and/or breach of statutory duty) or otherwise at law (other than for death or personal injury as a result of negligence or for an equitable remedy) against BSCCo and releases BSCCo from any such liability in respect of any breach by BSCCo in connection with its performance of its Scheme Functions;

(d) the costs, expenses and liabilities incurred by BSCCo in connection with performing its Scheme Functions shall be BSC Costs, subject to paragraph 15.1(e) below;

(e) BSCCo shall account for all Scheme Amounts separately from BSC Costs and Trading Charges respectively, and shall receive and hold Scheme Amounts in a separate bank account, in accordance with the requirements of the Scheme Functions Agreement (for the avoidance of doubt, Scheme Amounts may only be used for the purposes of the Relevant Schemes, and only Scheme Amounts may be used to make payments for the purposes of the Relevant Schemes);

(f) Parties acknowledge that BSCCo, in performing its Scheme Functions, is not obliged on any day to make payment of any EBR Scheme Amounts of any amount greater than the amount standing to the credit of the EBR Scheme Account on that day (as received from the Secretary of State);

(g) BSCCo may use any BSC Data in performing its Scheme Functions as required in accordance with the Scheme Functions Agreement (including using BSC Data as necessary to fulfil its obligations following the end of the Relevant Schemes and as required pursuant to paragraph 15.1(h) below);

(h) BSCCo shall provide information and reporting to the Secretary of State as necessary to perform its Scheme Functions in accordance with the Scheme Functions Agreement, or as otherwise requested by the Secretary of State in order for the Secretary of State to fulfil its functions in relation to the Relevant Schemes;

(i) paragraphs 1.3.1 and 7 shall not apply to this paragraph 15.1;

(j) notwithstanding Section F, this paragraph 15 may not be amended without the prior written consent of the Secretary of State;

(k) if another person is delegated functions and responsibilities by the Secretary of State in relation to the Relevant Scheme(s) in accordance with the Scheme Regulations, and BSCCo is no longer required to perform such Scheme Functions, BSCCo shall provide such BSC Data as may be required to the new delegate to enable it to perform its functions in accordance with the Scheme Regulations, the Scheme Rules, and any agreement entered into between such new delegate and the Secretary of State in the respect of the relevant functions; and

(j) notwithstanding Section F, this Code shall automatically be modified by the deletion of paragraph 15 upon BSCCo ceasing to be a party to the Scheme Functions Agreement (including where another person is delegated functions in accordance with the Scheme Regulations, and BSCCo retains obligations to provide BSC Data to such new delegate). Such deletion of paragraph 15 shall be without prejudice to the rights and obligations arising under this paragraph 15.1 prior to its deletion (including in accordance with the Scheme Functions Agreement, the Scheme Regulations and/or the SchemeRules).

15.2 For the purposes of this paragraph 15:

(a) " Scheme Rules" means, in respect of the Relevant Scheme, any rules issued by the Secretary of State pursuant to the Scheme Regulations, as amended from time to time;

(b) "Relevant Schemes" means the government support scheme in respect of GB non-domestic electricity supply established by the Secretary of State and detailed in the Scheme Regulations and the Scheme Rules;

(d) " Scheme Amounts" means amounts payable to or by a Supplier under the Scheme Regulations which (pursuant to the Scheme Functions Agreement) BSCCo is to pay or receive on behalf of the Secretary of State;

(e) " Scheme Functions" has the meaning set out in paragraph 15.1;

(f) " Scheme Functions Agreement" means the agreement between the Secretary of State and BSCCo which sets out the role and functions of BSCCo in respect of the Relevant Schemes; and

(g) " Scheme Regulations" means the Energy Bill Relief Scheme (England, Wales and Scotland) Regulations 2022, and the [Energy Bill Discount Scheme Regulations 2023], in each case as amended from time to time.

16. Electricity Support Payment Scheme

16.1 BSCCo may perform the functions, role and responsibilities of the EII Support Payment Administrator and the EII Levy Administrator as set out in the Electricity Support Payments and Levy Regulations 2024, as amended from time to time, (including anything necessary for or reasonably incidental to the performance of such functions, role and responsibilities), subject to the following:

(a) the Panel (and each Panel Committee) shall have no duties or responsibilities in relation to the ESP Scheme and BSCCo’s performance of its functions, role or responsibilities as EII Support Payment Administrator and EII Levy Administrator, and BSCCo shall owe no duties to the Panel in the carrying out of such functions and responsibilities;

(b) each Party and the Panel shall not (whether by action, omission or withholding of consent) prevent or restrict BSCCo from performing the functions, role and responsibilities of the EII Support Payment Administrator and EII Levy Administrator and shall (where applicable) co-operate with all requests for information made by BSCCo in performing those functions and responsibilities;

(c) save as may be provided for in the Electricity Support Payments and Levy Regulations 2024, each Party (to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature whether in contract, tort (including negligence and/or breach of statutory duty) or otherwise at law (other than for death or personal injury as a result of negligence or for an equitable remedy) against BSCCo and releases BSCCo from any such liability in respect of any breach by BSCCo in connection with its performance of the functions and responsibilities of the EII Support Payment Administrator and EII Levy Administrator;

(d) the costs, expenses and liabilities incurred by BSCCo in connection with performing its EII Support Payment Administrator and EII Levy Administrator functions and any other costs identified in the Electricity Support Payments and Levy Regulations 2024 as being costs associated with carrying out the EII Support Payment Administrator and EII Levy Administrator functions shall be recoverable in accordance with the Electricity Support Payments and Levy Regulations 2024;

(e) BSCCo may use any BSC Data in performing its functions, role and responsibilities as EII Support Payment Administrator and EII Levy Administrator and as required in accordance with the Electricity Support Payments and Levy Regulations 2024 (including using BSC Data as necessary to fulfil its obligations following the end of the ESP Scheme, and providing BSC Data to any other EII Support Payment Administrator and EII Levy Administrator appointed in accordance with the Electricity Support Payments and Levy Regulations 2024);

(f) paragraphs 1.3.1 and 7 shall not apply to this paragraph 16.1;

(g) notwithstanding Section F, paragraph 16 may not be amended without the prior written consent of the Secretary of State;

(h) if another person is designated as the EII Support Payment Administrator and EII Levy Administrator in accordance with the Electricity Support Payments and Levy Regulations 2024, and BSCCo is no longer required to perform such role, BSSCo shall provide such BSC Data as may be required to the EII Support Payment Administrator and EII Levy Administrator to enable it to perform its functions in accordance with the Electricity Support Payments and Levy Regulations 2024; and

(i) notwithstanding Section F, this Code shall automatically be modified by the deletion of paragraph 16 if BSCCo ceases to be the EII Support Payment Administrator and EII Levy Administrator (including where another person is appointed as EII Support Payment Administrator and EII Levy Administrator in accordance with the Electricity Support Payments and Levy Regulations 2024, and BSCCo retains obligations to provide BSC Data to such EII Support Payment Administrator and EII Levy Administrator). Such deletion of paragraph 16 shall be without prejudice to the rights and obligations arising under this paragraph 16.1 prior to its deletion.

16.2 For the purposes of this paragraph 16:

(a) an "Electricity Support Payment" has the meaning given to the term in the Electricity Support Payments and Levy Regulations 2024;

(b) the "Electricity Support Payment Scheme" or "ESP Scheme" means the government Electricity Support Payment Scheme in Great Britain established by the Secretary of State and set out in the Electricity Support Payments and Levy Regulations 2024;

(c) the "EII Certificate" has the meaning given to the term in the Electricity Support Payments and Levy Regulations 2024;

(d) the "EII Levy Administrator" means a person designated by the Secretary of State in accordance with the Electricity Support Payments and Levy Regulations 2024 to discharge functions in connection with the administration of the ESP Scheme;

(e) the "EII Support Payment Administrator" means a person designated by the Secretary of State in accordance with the Electricity Support Payments and Levy Regulations 2024 to discharge functions in connection with the administration of the ESP Scheme; and

f) the "Electricity Support Payments and Levy Regulations 2024" means the document of that title issued by the Secretary of State to establish the ESP Scheme, as amended from time to time.

17. Market Facilitator Arrangements

17.1 For the purposes of the Code:

(a) "Market Facilitator" or "MF" means the market facilitator role performed in accordance with the Authority’s decision letter dated 29 July 2024 and pursuant to the Market Facilitator Governance Framework Document;

(b) "Market Facilitator Arrangements" means the mechanisms, roles, rules and responsibilities set out in the Market Facilitator Governance Framework Document;

(c) “Market Facilitator Governance Framework Document" means the document of that title issued by the Authority to establish the Market Facilitator Arrangements, as amended from time to time;

(d) "Market Facilitator Implementation Services" means the services to be provided by BSCCo in order to facilitate the establishment of the Market Facilitator including:

(i) developing governance and funding arrangements;

(ii) developing a design and implementation plan and approach;

(iii) engaging with interested persons; and

(iv) providing reasonably required additional services as directed by the Authority.

(e) "Market Facilitator Operational Services" means the services to be provided (from such date as to be confirmed at the Authority’s sole discretion) by the Market Facilitator during transition from or completion of the Market Facilitator Implementation Services in accordance with and as detailed in the Market Facilitator Governance Framework Document.

(f) “Market Facilitator Reassignment” shall have the meaning given to that term in paragraph 17.10.

(g) “Market Facilitator Removal” shall have the meaning given to that term in paragraph 17.9.

17.2 It is acknowledged that the enduring governance, funding, design and operation of the Market Facilitator Arrangements shall be determined and established by the Authority pursuant to the Market Facilitator Governance Framework Document.

17.3 BSCCo shall provide the Market Facilitator Implementation Services in accordance with this paragraph 17. In performing the Market Facilitator Implementation Services, BSCCo shall:

(a) provide such reporting and information to the Authority, and shall attend such boards, steering groups and meetings as the Authority may specify; and

(b) comply with any reasonable directions, arrangements or processes established by the Authority from time to time.

17.4 During transition from or after completion of the Market Facilitator Implementation Services (from such date as to be confirmed at the Authority’s sole discretion), BSCCo shall, in accordance with the arrangements and processes set out in the Market Facilitator Governance Framework Document:

(a) implement and maintain arrangements and processes that establish the Market Facilitator Arrangements; and

(b) provide the Market Facilitator Operational Services.

17.5 In performing the Market Facilitator Operational Services, BSCCo shall seek such approvals from the Authority, and act in accordance with such reasonable directions of the Authority, in each case as may be specified in the arrangements and processes set out in the Market Facilitator Governance Framework Document.

17.6 The costs, expenses and liabilities incurred by BSCCo in connection with delivering the Market Facilitator Implementation Services shall be BSC Costs but BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs.

17.7 The Panel (and each Panel Committee) shall have no duties or responsibilities in relation to the Market Facilitator Arrangements, Market Facilitator Implementation Services or Market Facilitator Operational Services and BSCCo’s performance of its functions, role or responsibilities as Market Facilitator, and BSCCo shall owe no duties to the Panel in the carrying out of such functions and responsibilities.

17.8 EachParty(to the fullest extent permitted by law) waives any claim in damages or any other claim of a financial nature whether in contract, tort (including negligence and/or breach of statutory duty) or otherwise at law (other than for death or personal injury as a result of negligence or for an equitable remedy) againstBSCCoand releasesBSCCofrom any such liability in respect of any breach byBSCCo in connection with its performance as Market Facilitator.

17.9 The Authority may, upon giving BSCCo reasonable notice, remove from BSCCo some, part of or all of the Market Facilitator Implementation Services, Market Facilitator Operational Services and/or roles of the Market Facilitator (“Market Facilitator Removal”).

17.10 The Authority may re-assign some, part of or all of the Market Facilitator Implementation Services, Market Facilitator Operational Services and/or roles of the Market Facilitator to an entity other than BSCCo (“Market Facilitator Reassignment”).

17.11 In the event of Market Facilitator Removal and/or Market Facilitator Reassignment, BSCCo shall provide such reasonable co-operation to the Authority and (where applicable) a replacement Market Facilitator (including the provision of materials and information relating to the Market Facilitator Implementation Services, Market Facilitator Operational Services and/or roles of the Market Facilitator) as may be reasonably necessary.

17.12 Notwithstanding Section F, this Code shall automatically be modified by the deletion of paragraph 17 upon BSCCo ceasing to be the Market Facilitator (including in the event of Market Facilitator Reassignment). Such deletion of paragraph 17 shall be without prejudice to the rights and obligations arising under this paragraph 17 prior to its deletion.

ANNEX C-1: PERMISSIBLE ACTIVITIES

1 Activities performed pursuant to the Energy Act 2013

1.1 Settlement Services Provider for Feed in Tariff Contracts for Difference

1.1.1 A Permitted Affiliate may, for the duration of its appointment as a CFD Settlement Services Provider, perform (either itself or through a service provider) all activities and functions and assume all responsibilities and duties relating to, or otherwise (whether specified in any EMR Legal Requirement or in a contract between a Permitted Affiliate and a CfD Counterparty) in connection with:

(a) the calculation, invoicing, reconciliation and, where applicable, settlement of amounts payable or arising under:

(i) Contracts for Difference; and

(ii) the Contracts for Difference Supplier Obligation;

(b) the calculation, collection, administration and enforcement of financial collateral pursuant to Chapter 2 of Part 2 of the Energy Act 2013 and as set out in:

(i) contracts for difference entered into by a CfD Counterparty pursuant to Chapter 2 of Part 2 of the Energy Act 2013; and

(ii) the Contracts for Difference Supplier Obligation; and

1.2 Settlement Services Provider for Capacity Agreements

1.2.1 A Permitted Affiliate may, for the duration of its appointment as a CM Settlement Services Provider, perform (either itself or through a service provider) all activities and functions and assume all responsibilities and duties relating to, or otherwise (whether specified in any EMR Legal Requirement or in a contract between a Permitted Affiliate and the CM Settlement Body) in connection with:

(a) the calculation, administration and, where applicable, settlement of amounts payable or arising under Chapter 3 of Part 2 of the Energy Act 2013 and set out in:

(i) the Electricity Capacity Regulations 2014;

(ii) any other regulations made under Chapter 3 of Part 2 of the Energy Act 2013 which are in force from time to time;

(iii) the Capacity Market Rules; and

(b) the calculation, collection, administration and enforcement of financial collateral pursuant to Chapter 3 of Part 2 of the Energy Act 2013 and set out in:

(i) the Electricity Capacity Regulations 2014;

(ii) any other regulations made under Chapter 3 of Part 2 of the Energy Act 2013 which are in force from time to time;

(iii) the Capacity Market Rules; and

1.3 EMR Tender Activities

1.3.1 A Permitted Affiliate may prepare for and participate in the process for the award of the activities referred to in paragraphs 1.1 and 1.2 and if such preparation and participation has been included in a Business Strategy and an Annual Budget which have been approved and adopted under paragraph 6, the costs thereof shall be BSC Costs and Sections C10.2.1(d) and D7.3.1 shall not apply in respect of such BSC Costs.

1A Settlement Services Provider Preparation for Market Changes

1A.1 Preparatory Work

1A.1.1 Subject always to Section C10.2.1(d), the Permitted Affiliate established pursuant to paragraphs 1.1 and 1.2 of this Annex C-1 may undertake (either itself or through a service provider) preparatory work, including developing the necessary systems and processes that may be necessary, in relation to schemes established by, or proposed to be established by, the Secretary of State from time to time.

2. Uniform Network Code Gas Performance Assurance Framework Administrator (PAFA) role

2.1 General

2.1.1 BSCCo shall be entitled to establish or acquire PAFACo for the purpose of investigating and, if the Board of PAFACo decides to do so, participating in a PAFA Tender, and if successful in such PAFA Tender, performing the functions and responsibilities of the PAFA Role, provided that the total consideration for the payment in respect of all of the allotted shares of PAFACo shall not exceed £1.00.

2.2 PAFA tender

2.2.1 Subject to paragraphs 2.2.3 and 2.3, BSCCo may provide a loan or grant credit to PAFACo on such terms as the Board may approve, from time to time, provided always that the maximum amount of the loan or credit granted shall not in any event exceed the total aggregate sum of one hundred thousand pounds sterling (£100,000.00) to enable PAFACo to pay, in aggregate in connection with a PAFA Tender:

(a) its third party costs (including in respect of professional advisors), expenses, other outgoings and liabilities incurred in connection with the planning, preparation, negotiation and award (or any other process leading to an award), of the PAFA Role; and

(b) its overhead costs (including, without limitation, personnel costs), provided that such costs shall in the first instance be incurred by BSCCo on behalf of PAFACo,

(together, "PAFA Tender Costs").

2.2.2 Subject to paragraph 2.2.1, PAFA Tender Costs may be incurred over successive BSC Years.

2.2.3 PAFA Tender Costs shall be BSC Costs and BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs.

2.2.4 BSCCo shall submit any report it receives from PAFACo pursuant to paragraph 2.4.5(c) to the Panel at its next available meeting and every quarter thereafter until repayment of the Aggregate PAFA Tender Costs or the loan is written off in accordance with paragraph 2.3.6 (as the case may be).

2.2.5 BSCCo shall ensure that PAFA Tender Costs are subject to a statutory audit and such findings are reported to the Panel and Parties.

2.3 Reimbursement of PAFA Tender Costs to Trading Parties

2.3.1 The amounts recoverable by BSCCo as PAFA Tender Costs are amounts expended or funded by or on behalf of Trading Parties pursuant to paragraph 2.2 and any amounts which are otherwise described in the Code as PAFA Tender Costs.

2.3.2 BSCCo shall procure the agreement of PAFACo that in the event PAFACo is successful in a PAFA Tender exercise PAFACo shall repay Aggregate PAFA Tender Costs to BSCCo within the PAFA Tender Recovery Period.

2.3.3 Subject to paragraphs 2.3.2, 2.3.5 and 2.3.6, Trading Parties shall be entitled to recover Aggregate PAFA Tender Costs in accordance with their respective Main Funding Shares at that time.

2.3.4 As soon as reasonably practicable after receipt of the statement referred to in paragraph 2.4.5(c), BSCCo shall determine the Aggregate PAFA Tender Costs and the recovery share for each Trading Party and provide its own statement of account to the Panel, the Authority and all Parties (excluding commercially sensitive information). Subject to the Panel’s approval, such statement of account shall be final and binding in the absence of manifest error (provided that such error must be notified no later than six months following receipt of the statement of account, failing which the statement of account shall be a final determination for the purposes of the Code).

2.3.5 Subject to paragraph 2.3.6 it is acknowledged that:

(a) in the event PAFACo is unsuccessful in a PAFA Tender exercise, it is unlikely that BSCCo will be able to recover Aggregate PAFA Tender Costs (in whole or in part) from PAFACo; and

(b) if BSCCo were obliged to reimburse Aggregate PAFA Tender Costs to Trading Parties the financial consequences of such reimbursement would be borne by Trading Parties themselves.

2.3.6 Notwithstanding Section C3.4.6, in accordance with paragraph 2.3.5, the Parties agree that:

(a) subject to paragraph 2.3.6(b), any loan arrangements agreed pursuant to this paragraph 2 may provide that the Board may, in its absolute discretion, resolve to write off any loan or credit provided to PAFACo for PAFA Tender Costs which relates to an unsuccessful PAFA Tender exercise, provided the amount written off shall not exceed the total cumulative amount of £100,000.00 plus any interest agreed to have been paid in the agreement documenting that loan or credit which would otherwise have been receivable; and

(b) for the purposes of the Code, such loan arrangements as referred to in paragraph 2.3.6(a) which permit the Board to write off a loan or credit to PAFACo shall be treated as arrangements concluded at arm’s length and on normal commercial terms.

2.3.7 For the avoidance of doubt, BSCCo shall procure that any PAFA Tender Costs provided pursuant to paragraph 2.2.1(a) which are underspent shall be refunded to BSCCo.

2.4 Shareholder arrangements with PAFACo

2.4.1 At all times BSCCo shall be the registered holder of all of the issued share capital in PAFACo.

2.4.2 For the avoidance of doubt, the form of the Memorandum and Articles of Association of PAFACo shall not form part of the Code, but shall be subject to Board approval.

2.4.3 Subject to the provision of PAFA Tender Costs, but without limitation to paragraph 2.4.4, BSCCo shall not provide any finance or financial support to PAFACo.

2.4.4 BSCCo agrees and undertakes that it shall not cause PAFACo to be in default of the Legal Requirements of the PAFA Role by reason of any act or omission in connection with its capacity as the PAFACo Shareholder, and each Party agrees that BSCCo may contract or otherwise put in place arrangements with PAFACo on such basis, unless:

(a) BSCCo is required to take such step by reason of a Legal Requirement and/or the Code; and

(b) BSCCo has first notified and, where practicable, consulted with PAFACo in relation to such step.

2.4.5 In its capacity as the PAFACo Shareholder, BSCCo shall ensure PAFACo’s contractual agreement, that:

(a) subject always to paragraph 2.4.4:

(i) the Board shall appoint the chair of the PAFACo Board from time to time;

(ii) the initial chair of the PAFACo Board shall, in consultation with the Panel, appoint the other initial directors of PAFACo;

(iii) BSCCo, in its capacity as PAFACo Shareholder, shall have the power to appoint or remove directors of PAFACo; and

(iv) BSCCo, in its capacity as PAFACo Shareholder, shall approve or reject the appointment of directors of PAFACo;

(b) PAFACo shall provide a quarterly summary of PAFA Tender Costs to BSCCo, provided that PAFACo shall:

(i) ensure that it reports on total costs and, subject to paragraph 2.4.5(b)(ii), provides in sufficient detail a breakdown of the costs such as to provide BSC Parties with a reasonable level transparency in respect of the scope and level of expenditure; and

(ii) be entitled to exclude any information from the breakdown of costs provided to Parties which relates to the affairs of PAFACo, a BSC Company or any other third party and is in PAFACo's reasonable opinion confidential and/or commercially sensitive in connection with a PAFA Tender; and

(c) without prejudice to paragraph 2.4.5(b), PAFACo shall, as soon as reasonable practicable after it is notified of its success or not (as the case may be) in a PAFA Tender exercise, submit a statement of its costs incurred in accordance with paragraph 2.2.1(b) to BSCCo.

3. Retail Energy Code (REC) Administrative Services (RECAS) Role

3.1 General

3.1.1 BSCCo shall be entitled to establish or acquire RECASCo for the purpose of:

(a) investigating and, if the Board of RECASCo decides to do so, participating in a RECAS Tender; and

(b) performing the functions and responsibilities of the RECAS Role, provided that the total consideration for the payment in respect of all of the allotted shares of RECASCo shall not exceed £1.00.

3.2 RECAS Tender

3.2.1 Subject to paragraphs 3.2.3 and 3.3, BSCCo may provide a loan or grant credit to RECASCo on such terms as the Board may approve, from time to time, provided always that the maximum amount of the loan or credit granted shall not in any event exceed the total aggregate sum of one hundred thousand pounds sterling (£100,000.00) to enable RECASCo to pay, in aggregate in connection with a RECAS Tender:

(b) its overhead costs (including, without limitation, personnel costs), provided that such costs shall in the first instance be incurred by BSCCo on behalf of RECASCo,

(together, "RECAS Tender Costs").

3.2.2 Subject to paragraph 3.2.1, RECAS Tender Costs may be incurred over successive BSC Years.

3.2.3 RECAS Tender Costs shall be BSC Costs and BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs.

3.2.4 BSCCo shall submit any report it receives from RECASCo pursuant to paragraph 3.4.5(c) to the Panel at its next available meeting and every quarter thereafter until repayment of the Aggregate RECAS Tender Costs or the loan is written off in accordance with paragraph 3.3.6 (as the case may be).

3.2.5 BSCCo shall ensure that RECAS Tender Costs are subject to a statutory audit and such findings are reported to the Panel and Parties.

3.3 Reimbursement of RECAS Tender Costs to Trading Parties

3.3.1 The amounts recoverable by BSCCo as RECAS Tender Costs are amounts expended or funded by or on behalf of Trading Parties pursuant to paragraph 3.2 and any amounts which are otherwise described in the Code as RECAS Tender Costs.

3.3.2 BSCCo shall procure the agreement of RECASCo that in the event RECASCo is successful in a RECAS Tender exercise RECASCo shall repay Aggregate RECAS Tender Costs to BSCCo within the RECAS Tender Recovery Period.

3.3.3 Subject to paragraphs 3.3.2, 3.3.5 and 3.3.6, Trading Parties shall be entitled to recover Aggregate RECAS Tender Costs in accordance with their respective Main Funding Shares at that time.

3.3.4 As soon as reasonably practicable after receipt of the statement referred to in paragraph 3.4.5(c), BSCCo shall determine the Aggregate RECAS Tender Costs and the recovery share for each Trading Party and provide its own statement of account to the Panel, the Authority and all Parties (excluding commercially sensitive information). Subject to the Panel’s approval, such statement of account shall be final and binding in the absence of manifest error (provided that such error must be notified no later than six months following receipt of the statement of account, failing which the statement of account shall be a final determination for the purposes of the Code).

3.3.5 Subject to paragraph 3.3.6 it is acknowledged that:

(a) in the event RECASCo is unsuccessful in a RECAS Tender exercise, it is unlikely that BSCCo will be able to recover Aggregate RECAS Tender Costs (in whole or in part) from RECASCo; and

(b) if BSCCo were obliged to reimburse Aggregate RECAS Tender Costs to Trading Parties the financial consequences of such reimbursement would be borne by Trading Parties themselves.

3.3.6 Notwithstanding Section C3.4.6, in accordance with paragraph 3.3.5, the Parties agree that:

(a) subject to paragraph 3.3.6(b), any loan arrangements agreed pursuant to this paragraph 3 may provide that the Board may, in its absolute discretion, resolve to write off any loan or credit provided to RECASCo for RECAS Tender Costs which relates to an unsuccessful RECAS Tender exercise, provided the amount written off shall not exceed the total cumulative amount of £100,000.00 plus any interest agreed to have been paid in the agreement documenting that loan or credit which would otherwise have been receivable; and

(b) for the purposes of the Code, such loan arrangements as referred to in paragraph 3.3.6(a) which permit the Board to write off a loan or credit to RECASCo shall be treated as arrangements concluded at arm’s length and on normal commercial terms.

3.3.7 For the avoidance of doubt, BSCCo shall procure that any RECAS Tender Costs provided pursuant to paragraph 3.2.1(a) which are not spent shall be refunded to BSCCo.

3.4 Shareholder arrangements with RECASCo

3.4.1 At all times BSCCo shall be the registered holder of all of the issued share capital in RECASCo.

3.4.2 For the avoidance of doubt, the form of the Memorandum and Articles of Association of RECASCo shall not form part of the Code, but shall be subject to Board approval.

3.4.3 Subject to the provision of RECAS Tender Costs, but without limitation to paragraph 3.4.4, BSCCo shall not provide any finance or financial support to RECASCo.

3.4.4 BSCCo agrees and undertakes that it shall not cause RECASCo to be in default of the Legal Requirements of the RECAS Role by reason of any act or omission in connection with its capacity as the RECASCo Shareholder, and each Party agrees that BSCCo may contract or otherwise put in place arrangements with RECASCo on such basis, unless:

(a) such act or omission is required by reason of a Legal Requirement and/or the Code; and

(b) BSCCo has first notified and, where practicable, consulted with RECASCo in relation to such act or omission.

3.4.5 In its capacity as the RECASCo Shareholder, BSCCo shall:

(a) subject always to paragraph 3.4.4:

(i) appoint the chair of the RECASCo Board from time to time

(ii) ensure that the initial chair of the RECASCo Board, in consultation with the Panel, appoints the other initial directors of RECASCo;

(iii) have the power to appoint or remove directors of RECASCo; and

(iv) approve or reject the appointment of directors of RECASCo;

(b) ensure that RECASCo provides a quarterly summary of RECAS Tender Costs to BSCCo, provided that RECASCo shall:

(i) ensure that it reports on total costs and, subject to paragraph 3.4.5(b)(ii), provides in sufficient detail a breakdown of the costs such as to provide BSC Parties with a reasonable level transparency in respect of the scope and level of expenditure; and

(ii) be entitled to exclude any information from the breakdown of costs provided to Parties which relates to the affairs of RECASCo, a BSC Company or any other third party and is in RECASCo's reasonable opinion confidential and/or commercially sensitive in connection with a RECAS Tender; and

(c) without prejudice to paragraph 3.4.5(b), ensure that RECASCo submits, as soon as reasonable practicable after it is notified of its success or not (as the case may be) in a RECAS Tender exercise, a statement of its costs incurred in accordance with paragraph 3.2.1(b) to BSCCo.

4. Other Permitted Activities

4.1 General

4.1.1 Subject to paragraph 4.1.2, 4.1.3 and 4.1.4, BSCCo shall be entitled to establish or acquire a company or companies, either solely or together with a third party, to become a Permitted Affiliate carrying out Permissible Activities ("PACo") for the purpose of:

(a) investigating and, if the Board of PACo decides to do so, participating in a Permissible Activity Tender; and

(b) performing the functions and responsibilities of the proposed PACo Role,

provided that the total consideration for the payment in respect of all of the allotted shares of PACo shall not exceed £1.00.

4.1.2 Prior to commencing a tender for a Permissible Activity, BSCCo shall satisfy itself that the proposed PACo Role meets the following conditions:

(a) that the proposed PACo Role relates to the UK and/or the Republic of Ireland;

(b) that the proposed PACo Role relates to the gas, electricity, heat and/or transport sector;

(d) BSC Parties shall benefit BSCCo undertaking the proposed PACo Role;

(e) that BSCCo undertaking the proposed PACo Role shall not place disproportionate risk on BSC Parties;

(f) that BSCCo undertaking the proposed PACo Role shall not prevent standards of service under the Code from being maintained by BSCCo; and

(g) that BSCCo’s role given to it under the Code shall not give it any undue competitive advantage in a tendering for the proposed PACo Role.

4.1.3 For the avoidance of doubt, if BSCCo is not satisfied that the conditions in paragraph 4.1.2 have been met it shall not pursue the proposed PACo Role.

4.1.4 At any point prior to undertaking substantive work on a formal offer by the Permitted Affiliate for the provision of the proposed PACo Role, BSCCo shall seek the views of Parties, the Panel and interested third parties in accordance with paragraphs 4.1.5, 4.1.6 and 4.1.7.4.1.5 Where it is reasonably practicable to do so, BSCCo shall notify the persons referred to in paragraph 4.1.4 that it intends to, or may intend to, seek comments under paragraph 4.1.4.

4.1.6 BSCCo shall send out a notice to the persons referred to in paragraph 4.1.4 inviting them to provide comments on BSCCo’s potential participation in one or more Permissible Activity Tenders within such period as the Board may determine (and in any event, no less than 10 Business Days from the date of the notice) ("Tender Notice"). The Tender Notice shall contain information on the nature and scope of the proposed PACo Role which BSCCo is interested in but shall not include any information that is confidential to third parties or which BSCCo reasonably regards as being commercially sensitive.

4.1.7 As soon as reasonably practicable after receipt of the comments referred to in paragraph 4.1.6, BSCCo shall:

(a) publish a summary of the comments received by the persons referred to in paragraph 4.1.4;

(b) send to the Authority:

(i) a copy of the comments received by the persons referred to in paragraph 4.1.4; and

(ii) a summary of BSCCo’s assessment against the conditions referred to in paragraph 4.1.2

together with an invitation to consider PACo’s proposed Permissible Activity Tender for the proposed PACo role (“Request for Permissible Activity Consent”).

4.1.8 The Authority may no later than 15 Business Days after receipt of the Request for Permissible Activity Consent:

reject BSCCo’s Request for Permissible Activity Consent; or

inform BSCCo that it will communicate its decision and, having regard for the timelines applicable to the Permissible Activity Tender, provide a date by when such decision will be made;

if no response is received by BSCCo pursuant to paragraph 4.1.8(a) or (b) the Authority shall be deemed for the purposes of the Code to have provided its consent to PACo’s proposed Permissible Activity Tender.

4.2 PACo Tender

4.2.1 Subject to paragraphs 4.2.2, 4.2.4, 4.3 and notwithstanding Section C10.2, BSCCo may provide a loan or grant credit to PACo (interest or non-interest bearing) on such terms as the Board may approve, from time to time, provided always that the maximum amount of the loan or credit granted shall not in any event exceed the sum of one hundred thousand pounds sterling (£100,000.00) per each Permissible Activity Tender with this amount linked to the Retail Price Index to account for inflation ("Total Amount Lent") to enable PACo to pay, in aggregate in connection with a Permissible Activity Tender:

(b) its overhead costs (including, without limitation, personnel costs), provided that such costs shall in the first instance be incurred by BSCCo on behalf of PACo,

(together, "PACo Tender Costs").

4.2.2 The total aggregate PACo Tender Costs in any given BSC Year shall in no event exceed 1% of that year’s Annual Budget.

4.2.3 Subject to paragraphs 4.2.1 and 4.2.2 and in relation to each Permissible Activity Tender, PACo Tender Costs may be incurred over successive BSC Years.

4.2.4 PACo Tender Costs shall be BSC Costs and BSCCo shall keep account of such costs, expenses and liabilities separately from all other BSC Costs.

4.2.5 BSCCo shall notify the Panel, the Authority and Parties whether or not it has been successful in a tender exercise as soon as reasonably practicable after the PACo is entitled to publish that information.

4.3 Reimbursement of PACo Tender Costs to Trading Parties

4.3.1 The amounts recoverable by BSCCo as PACo Tender Costs are amounts expended or funded by or on behalf of Trading Parties pursuant to paragraph 4.2 and any amounts which are otherwise described in the Code as PACo Tender Costs.

4.3.2 BSCCo shall procure the agreement of PACo that in the event PACo is successful in a PACo Tender exercise PACo shall repay Aggregate PACo Tender Costs to BSCCo within the PACo Tender Recovery Period.

4.3.3 Subject to paragraphs 4.3.2, 4.3.5 and 4.3.6, Trading Parties shall be entitled to recover Aggregate PACo Tender Costs in accordance with their respective Main Funding Shares at that time.

4.3.4 Subject to paragraph 4.3.5 it is acknowledged that:

(a) in the event PACo is unsuccessful in a PACo Tender exercise, it is unlikely that BSCCo will be able to recover Aggregate PACo Tender Costs (in whole or in part) from PACo; and

(b) if BSCCo were obliged to reimburse Aggregate PACo Tender Costs to Trading Parties the financial consequences of such reimbursement would be borne by Trading Parties themselves.

4.3.5 Notwithstanding Section C3.4.6, in accordance with paragraph 4.3.4, the Parties agree that:

(a) subject to paragraph 4.3.5(b), any loan arrangements agreed pursuant to this paragraph 4 may provide that the Board may, in its absolute discretion, resolve to write off any loan or credit provided to PACo for PACo Tender Costs in the event of:

(i) an unsuccessful PACo Tender exercise; or

(ii) a successful PACo Tender where PACo has subsequently ceased performing the PACo Role prior to the end of the PACo Tender Recovery Period,

provided the amount written off shall not exceed the Total Amount Lent which would otherwise have been receivable and shall in no event exceed 1% of the Annual Budget of the BSC Year in which the loan or credit was granted; and

(b) for the purposes of the Code, such loan arrangements as referred to in paragraph 4.3.6(a) which permit the Board to write off a loan or credit to PACo shall be treated as arrangements concluded at arm’s length and on normal commercial terms.

4.3.6 For the avoidance of doubt, BSCCo shall procure that any PACo Tender Costs provided pursuant to paragraph 4.2.1(a) which are not spent shall be refunded to BSCCo.

4.4 Shareholder arrangements with PACo

4.4.1 For the avoidance of doubt, the form of the Memorandum and Articles of Association of PACo shall not form part of the Code, but shall be subject to Board approval.

4.4.2 BSCCo shall approve a dividend policy issued by PACo from time to time and, notwithstanding Section C3.4.6, any dividend payable to BSCCo shall be subject to that dividend policy.

4.4.3 In its capacity as the PACo Shareholder, BSCCo shall:

(a) appoint the chair of the PACo Board from time to time;

(b) ensure that the initial chair of the PACo Board appoints the other initial directors of PACo;

(d) approve or reject the appointment of directors of PACo.

4.5 Financial Reporting

4.5.1 BSCCo shall:

(a) ensure that PACo submits, as soon as reasonably practicable after it is notified of its success or not (as the case may be) in a PACo Tender exercise and every year thereafter until repayment of the Aggregate PACo Tender Costs or the loan is written off in accordance with paragraph 4.3.5 (as the case may be), a statement of its costs incurred in accordance with paragraph 4.2.1 to BSCCo;

(b) submit any summary it receives from PACo pursuant to paragraph 4.5.1(a) to the Panel at its next available meeting and every year thereafter until repayment of the Aggregate PACo Tender Costs or the loan is written off in accordance with paragraph 4.3.5 (as the case may be);

(c) as soon as reasonably practicable after receipt of the statement referred to in paragraph 4.5.1(a), determine the Aggregate PACo Tender Costs and the recovery share for each Trading Party and provide its own statement of account to the Panel, the Authority and all Parties (excluding commercially sensitive information). Subject to the Panel’s approval, such statement of account shall be final and binding in the absence of manifest error (provided that such error must be notified no later than six months following receipt of the statement of account, failing which the statement of account shall be a final determination for the purposes of the Code); and

(d) BSCCo shall ensure that PACo Tender Costs are subject to a statutory audit and such findings are reported to the Panel and Parties.

5 Other Settlement Services Provider Activities

5.1 Nuclear RAB Settlement

5.1.1 For the purposes of this paragraph 5:

(a) "Nuclear RAB Legal Requirement" means the Nuclear Energy (Financing) Act 2022 and any rules, regulation, licence, licence condition or Directive made pursuant to, or in connection with, that Act;

(b) "Nuclear RAB Settlement Services Provider" means:

(i) the Permitted Affiliate established by BSCCo for the purpose of performing the activities and functions described in paragraphs 1.1 and 1.2 of this Annex C-1; or

(ii) any other Permitted Affiliate established by BSCCo for the purpose of delivering Nuclear RAB Settlement Services and which has been appointed to perform such services by the Revenue Collection Counterparty;

(i) the calculation, invoicing, reconciliation and, where applicable, settlement of amounts payable or arising pursuant to a Nuclear RAB Legal Requirement;

(ii) the calculation, collection, administration and enforcement of financial collateral pursuant to a Nuclear RAB Legal Requirement; and

(iii) any other related matters pursuant to a Nuclear RAB Legal Requirement; and

(d) "Revenue Collection Counterparty" means the person designated to act in that capacity by the Secretary of State from time to time pursuant to the Nuclear Energy (Financing) Act 2022.

5.1.2 The Nuclear RAB Settlement Services Provider may perform (either itself of through a service provider) all activities and functions and assume all responsibilities and duties relating to, or otherwise in connection with the Nuclear RAB Settlement Services (whether specified in any Nuclear RAB Legal Requirement or in a contract between the Settlement Services Provider and the Revenue Collection Counterparty).

5.1.3 In respect of the Nuclear RAB Settlement Services Provider:

(a) the restrictions, liabilities, rights and obligations in the Code that are applicable to the Permitted Affiliate performing the activities and functions described in paragraphs 1.1 and 1.2 of this Annex C-1 shall apply (mutatis mutandis) to the Nuclear RAB Settlement Services Provider as if:

(i) the activities and functions performed pursuant to this paragraph 5 were activities and functions set out in paragraphs 1.1 and 1.2 of this Annex C-1; and

(ii) any related reference in the Code to an EMR Settlement Services Provider was therefore deemed to be a reference to the Nuclear RAB Settlement Service Provider and any reference to an EMR Legal Requirement was deemed to be a reference to a Nuclear RAB Legal Requirement; and

(b) the provisions of paragraph 4 of this Annex C-1 (including paragraph 4.2) shall not apply to the Nuclear RAB Settlement Services Provider or to the activities, functions, responsibilities and duties that may be performed by it under this paragraph 5.

ANNEX C-2: VOTING PROCEDURES FOR BINDING RESOLUTIONS, NON-BINDING RESOLUTIONS AND APPOINTMENT RESOLUTIONS

1 GENERAL

1.1 Introduction

1.1.1 This Annex C-2 sets out the basis and procedures which should be used for the raising of and voting on Resolutions by Voting Parties (as described in paragraph 2) at General Meetings or BSC Annual General Meetings in accordance with Section C4.1.9, Section C4.8, Section C4.9.1 or Section C4.10.1 (as appropriate).

1.1.2 For the purposes of this Annex C-2:

(a) "Authorised Signatory" means a person authorised by a BSC Party in writing to act for it in accordance with paragraph 1.2.1 of this Annex C-2;

(b) "Provisional Voting Share" has the meaning given to that term in paragraph 2.1.2 of this Annex C-2;

(d) "Voting Share Cap" has the meaning given to that term in paragraph 2.1.2 of this Annex C-2; and

(e) "Quorum Requirements" means the quorum requirements set out in paragraph 3.1 of this Annex C-2.

1.1.3 Each Party shall procure that BSCCo is notified of the persons it authorises as Authorised Signatory from time to time to:

(a) notify a Trading Party Group or Distribution Business Group;

(b) require the Directors of BSCCo to call a General Meeting; or

in accordance with the requirements of BSCP38. If for any reason it is unclear which person is the Authorised Signatory for a Voting Party Group for any of the above purposes, the Authorised Signatory shall be determined at random by BSCCo.

1.2 Resolutions raised by Parties (Binding Resolutions and Non-Binding Resolutions)

1.2.1 An Authorised Signatory may require BSCCo to raise a Non-Binding Resolution or Binding Resolution ("Voting Party Resolution") by following the process set out in Section C4.8.

1.2.2 BSCCo shall, (with reference to the process set out in paragraph 2):

(a) within two (2) Working Days of receipt of a proposed Voting Party Resolution, notify an affected Director (in the case of a Binding Resolution) and the Board (in the case of all Resolutions) that a Resolution has been raised; and

(b) within fifteen (15) Working Days of receipt of a proposed Voting Party Resolution, send a notice to all Parties, the Board and the Authority informing them of the details of a General Meeting to be held not earlier than twenty (20) Working Days and not later than thirty (30) Working Days following the date of the notice, and including the information set out in paragraph 1.2.3 together with, in the case of Voting Parties, their Actual Voting Share.

1.2.3 Every notice calling a General Meeting shall specify the place, date and time of the meeting, and include a statement that a Voting Party entitled to attend and vote is entitled to appoint a proxy. The notice shall specify the general nature of the business to be transacted at the meeting, shall set out the text of all resolutions to be considered by the meeting, together with any rationale or supporting documentation provided by the proposer, and may include information provided by the Board or a Director in response to a Resolution.

1.2.4 Voting Parties (other than the NETSO) wishing to appoint a proxy shall notify BSCCo via their Authorised Signatory of the details of that proxy not less than two (2) Working Days prior to the relevant General Meeting. In order to accept the appointment of a proxy BSCCo may require:

(a) such details as it may determine concerning the identity of the proxy; and

(b) the Authorised Signatory’s instructions as to how the proxy is to vote.

1.3 Resolutions raised by BSCCo (Appointment Resolutions)

1.3.1 Where BSCCo wishes to raise an Appointment Resolution in accordance with Section C4.1.9, not later than 28 days prior to an Annual BSC Meeting, it shall prepare and circulate to all Parties, the Board and the Authority a notice including the text of the Resolution and explanatory notes as to how a Voting Party may appoint a proxy or vote in person on the Appointment Resolution at the Annual BSC Meeting, together with a request to Parties to declare any Trading Party Group or Distribution Party Group.

1.3.2 Voting Parties (other than the NETSO) wishing to appoint a proxy shall notify BSCCo via their Authorised Signatory of the details of that proxy not less than two (2) Working Days prior to the relevant Annual BSC Meeting. In order to accept the appointment of a proxy BSCCo may require:

(a) such details as it may determine concerning the identity of the proxy; and

(b) the Authorised Signatory’s instructions as to how the proxy is to vote.

1.4 Distribution Business Groups and Trading Party Groups

1.4.1 Each Party shall notify BSCCo via its Authorised Signatory of its Voting Party Group by 1 June in each year.

1.4.2 Each Party shall promptly notify BSCCo via its Authorised Signatory of any amendment to its Voting Party Group.

1.4.3 Voting Parties for the purposes of voting on a Resolution shall be published on the BSC Website from time to time. Voting Parties Groups shall initially be those most recently published on the BSC Website for the purposes of Panel elections. The register of Voting Parties shall be adjusted and re-published:

(a) annually, within five (5) Working Days of Parties’ provisions of revised information under paragraph 1.4.1; and

(b) at any time, within five (5) Working Days of BSCCo’s receipt of a notification under paragraph 1.4.2.

2. VOTE ALLOCATION MECHANISM

2.1 Determination of Voting Shares

2.1.1 The base number of votes allocated to eligible voting parties (as described in this paragraph 2) shall be 10,000 votes which shall be allocated on the basis set out in this paragraph 2. Eligible voting parties for the purposes of this Annex C-2 means:

(a) the NETSO;

(b) each Trading Party and/or each Distribution System Operator; and

(c) for Authorised Signatory purposes only, where a Trading Party or a Distribution System Operator is Affiliated to any other Trading Party or Distribution System Operator, the largest aggregation of such Parties that are Affiliated to each other ("Voting Party Group"),

each being referred to in the Code as a "Voting Party".

2.1.2 For the purposes of this Annex C-2:

Defined Term	Acronym	Definition
"Actual Voting Share"	VSA_v	The voting share allocated to a Voting Party v for the purpose of voting on a Resolution following the application of the Voting Share Cap;
"Provisional Voting Share"	VSP_v	The voting share allocated to a Voting Party before the application of the Voting Share Cap.
"Voting Party"	v	Has the meaning given to that term in paragraph 2.1.1 and in respect of whom votes will be allocated in accordance with paragraph 2.1.5;
"Voting Share Cap"	VSC	The cap applied to a Voting Party’s Provisional Voting Share in order to determine that Voting Party’s Actual Voting Share. The Voting Share Cap is six (6) per cent;

2.1.3 The Actual Voting Share for each Voting Party shall be calculated by BSCCo and published on the BSC Website within 5 Working Days of:

(a) the monthly publication of the Annual Funding Share values for that month; or

(b) BSCCo’s receipt at any time of updated Trading Party Group or Distribution Business Group information from an Authorised Signatory.

2.1.4 The Actual Voting Share for each Voting Party v will be determined as the lesser of the Provisional Voting Share and the Voting Share Cap, or:

VSA_v = min(VSP_v, VSC)

2.1.5 The Provisional Voting Share for each Voting Party v will be determined as:

(a) For the NETSO:

VSP_v = 600

(b) For each Voting Party that is a Trading Party Group but is not a Distribution Business Group:

VSP_v = max( (8600 * (Σ_p(v) FSA_pm / Σ_p FSA_pm)) , 1)

VSP_v = max( (8600 * (Σ_p(v) FSA_pm / Σ_p FSA_pm))  +  (800 / D) , 1)

(d) For each Voting Party that is a Distribution Business Group but is not a Trading Party Group:

VSP_v = max( (800 / D) , 1)

where:

FSA_pm is the Annual Funding Share for Trading Party p determined for the month m that is the most recent month for which Annual Funding Shares can be calculated in accordance with Section D1.2.1(e);

Σ_p(v) is the sum across all Trading Parties p that belong to the Trading Party Group that forms Voting Party v;

Σ_p is the sum across all Trading Parties p; and

D is the number of individual Distribution Business Groups.

2.1.6 The Voting Share Cap will be determined as:

VSC =  (Σ_v VSP_v) * 0.06 

where Σ_v is the sum across all Voting Parties v.

3. QUORUM AND CONDUCT OF MEETING

3.1 Quorum

3.1.1 No business in relation to a Resolution shall be transacted at a meeting unless the Quorum Requirements have been met.

3.1.2 The Quorum Requirements in respect of votes under this Annex C-2 are as follows:

(a) A minimum of at least ten (10) Voting Parties should be present at the relevant meeting either in person or through a duly appointed proxy;

(b) The Voting Parties casting a vote at the meeting (in person or through a duly appointed proxy) should hold an aggregate Actual Voting Share of at least thirty (30) per cent (%) of the total Actual Voting Share; and

3.1.3 If within 30 minutes after the time for which a General Meeting has been convened the Quorum Requirements have not been met:

(a) the Board shall fix the time and date of the adjourned meeting; and

(b) BSCCo shall give notice of the adjourned meeting.

3.1.4 If within 30 minutes after the time for which a vote on a Resolution is scheduled at an Annual BSC Meeting has been convened the Quorum Requirements have not been met:

(a) the Board shall fix the time and date of the adjourned meeting; and

(b) BSCCo shall give notice of the adjourned meeting.

3.1.5 For the purposes of this Annex C-2 (including the provisions of this paragraph 3.1) any person (including a proxy) can attend any meeting virtually (including, without limitation, teleconference and videoconference) if that person is able to exercise a right to speak and be heard and to vote.

3.1.6 BSCCo shall review the Quorum Requirements:

(a) from time to time; and

(b) in accordance with a request from the Authority or the Panel.

3.1.7 If a review under paragraph 3.1.6 results in a recommendation that the Quorum Requirements should be modified, the Panel shall decide at the following Panel meeting whether to propose a modification to the Quorum Requirements in accordance with Section F.

3.2 Conduct of Meeting

3.2.1 Each General Meeting and any part of any Annual BSC Meeting dealing with Resolutions shall be chaired by the BSCCo Chair, except:

(a) if the BSCCo Chair is the subject of a Binding Resolution, a vice-chair of the Board (if appointed) will chair the meeting; or

(b) if there is no vice-chair of the Board, or if that person is also the subject of a Binding Resolution, another Director selected by the Board will chair the meeting; or

3.2.2 Resolutions at Annual BSC Meetings shall, subject to the provisions of this Annex C-2, be conducted in accordance with the provisions of Section B6.2.

3.2.3 The following shall be entitled to attend and speak at any General Meeting or, for the purposes only of a vote on a Resolution (but without prejudice to Section B6.2 in respect of other business to be conducted), any Annual BSC Meeting:

(a) the representative (which may include its Authorised Signatory) of any Voting Party;

(b) any proxy that has been duly appointed by a Voting Party;

(d) in respect of an Annual BSC Meeting, any person who is entitled to attend the Annual BSC Meeting shall be entitled to attend the business relating to a Resolution but shall not be permitted to speak except pursuant to paragraph 3.2.3(e); and

(e) any other person who the chair has permitted to attend and speak at such meeting.

4. VOTING

4.1 Administration of Voting

4.1.1 BSCCo shall administer each vote pursuant to this Annex C-2.

4.1.2 In respect of each Voting Party only an Authorised Signatory may submit a vote or authorise a proxy to submit a vote on their behalf.

4.1.3 A Voting Party’s Actual Voting Share for the purposes of a vote shall be the Actual Voting Share published on the BSC Website at 17:00 on the last Working Day before the day of the vote.

4.2 Voting

4.2.1 Provided the Quorum Requirements are met a vote on any Resolution shall be determined by a simple majority of votes cast.

4.2.2 BSCCo shall count the votes on any Resolution held and:

(a) within one Working Day of the meeting shall publish indicative results of such a vote; and

(b) within five Working Days of the meeting shall publish final confirmation of the result of the vote.

4.3 Audit

4.3.1 Provided a Voting Party requests an audit within five (5) Working Days of a confirmation under paragraph 4.2.2(b), BSCCo shall commission an audit of that vote, which shall be completed within thirty (30) Working Days.

ANNEX C-3: BSCCO GOVERNANCE

1. BSCCo

1.1 Introduction

1.1.1 For the purposes of this Annex, the following words and expressions shall have the following meanings:

(a) BSCCo Nominee means the person selected by the Directors to hold Shares pursuant to paragraph 1.4;

(b) Eligible Party means, other than a Mandated Party and BSCCo, each Party that is subject to a condition of any Licence by virtue of which it is required to comply with the Code;

(c) Mandated Party means a Mandatory Licensee or another Party to which it has delegated the duty to hold a Share in accordance with its Licence;

(d) Mandatory Licensee means each Party that has been directed to be a Shareholder by the Authority or the Secretary of State;

(e) Mandatory Ownership Transfer Date means the date on which the Shares are transferred to the initial Mandated Parties pursuant to a transfer scheme made by the Secretary of State under Schedule 9 of the Energy Act 2023;

(f) Retiring Shareholder means, any Shareholder who ceases to be a Party or any Party which has voluntarily returned its Shareholding, or has been required to return its Shareholding, under paragraph 1.4 or pursuant to Electricity Supply Standard Licence Condition 60 or Generation Standard Licence Condition 21;

(g) Share means an ordinary share of £1 each in the share capital of BSCCo;

(h) Shareholder means a person from time to time registered as a holder of a Share.

1.2 Shareholding

1.2.1 Each Party agrees that BSCCo’s Shareholders from time to time shall be:

(a) each Mandated Party; and

(b) each Eligible Party that has been approved by the Board (subject to paragraph 1.2.4),

in all cases until such date that a Shareholder is a Retiring Shareholder under paragraph 1.4.

1.2.2 The Shareholders’ rights and obligations as Shareholders shall be regulated by the provisions of this Annex. No other provision of this Code shall apply to the regulation of the rights and obligations of Shareholders in their capacity as Shareholders.

1.2.3 It is acknowledged that on the Mandatory Ownership Transfer Date, the initial Mandated Parties became the Shareholders in BSCCo.

1.2.4 The Board may, in its discretion, refuse to register the transfer of a Share to an Eligible Party, or to allot a Share to an Eligible Party.

1.3 New Shareholders

1.3.1 Other than in respect of the initial Mandated Parties that became Shareholders in BSCCo on the Mandatory Ownership Transfer Date, as soon as possible after being directed to do so by the Authority or the Secretary of State (or, where relevant, nominated pursuant to a Licence), each Mandated Party will apply to become a Shareholder. Any Mandated Party from time to time that is not a Shareholder shall apply to become a Shareholder. Upon any such application, BSCCo shall either:

(a) procure the transfer to such Mandated Party of one Share then held by a nominee in accordance with paragraph 1.4; or

(b) allot to such Mandated Party one Share,

and shall register the transfer of such Share.

1.3.2 Where BSCCo has agreed, under paragraph 1.2, to register the transfer of a Share, or approved the allotment of a Share, to an Eligible Party, BSCCo shall either:

(a) procure the transfer to such Eligible Party of one Share then held by a nominee in accordance with paragraph 1.4; or

(b) allot to such Eligible Party one Share.

1.3.3 Save in the case of any nominee for the purposes of paragraphs 1.4.4 and 1.4.5:

(a) no person who is not a Mandated Party or an Eligible Party may at any time become a Shareholder; and

(b) no Mandated Party or Eligible Party shall hold more than one Share at any time,

and the Directors shall refuse to allot and/or to register any transfer of a Share that would result in a breach of this paragraph 1.3.3.

1.3.4 For the purposes of paragraphs 1.3.1(b) and 1.3.2(b) the Shareholders agree that, where no Shares are otherwise available for issue, they will exercise the voting rights attaching to their Shares to procure that all necessary steps are taken to create and/or authorise the issue of further Shares.

1.3.5 The price for each Share transferred or allotted under this Annex shall be £1.00, and:

(a) such amount shall be payable to the transferor on demand; and

(b) no premium may be paid in respect of the Shares.

1.4 Transfers, revocations and returns of Shares

1.4.1 An Eligible Party may transfer its Share to the BSCCo Nominee under this paragraph at any time.

1.4.2 A transfer of a Share by a Mandatory Party shall be permitted where, in respect of that Share and to the extent permitted by the relevant Licence, the Mandatory Licensee:

(a) delegates responsibility for holding that Share to another Party; or

(b) changes the Party to whom it has delegated responsibility for holding that Share,

in which case the Party to whom that Share has been transferred shall notify BSCCo and BSCCo shall (unless directed otherwise by the Authority) register the transfer of such Share.

1.4.3 A Shareholder must transfer its Share to the BSCCo Nominee under this paragraph (and BSCCo may give notice to that effect) where:

(a) that Shareholder ceases to be a Party;

(b) for a Mandated Party:

(i) where the Mandated Party is a Mandatory Licensee, the Licence has been surrendered or revoked;

(ii) where the Mandated Party holds the Share as a result of a delegation by a Mandatory Licensee, the Licence of that Mandatory Licensee has been surrendered or revoked; or

(iii) (unless the Secretary of State or Authority has accepted otherwise) where the Secretary of State or Authority suspends or revokes the direction that requires such Party, or (where such Party holds the Share as a result of a delegation by a Mandatory Licensee) that Mandatory Licensee, to hold a Share;

1.4.4 A Retiring Shareholder shall pay up all amounts which remain unpaid on any Share held by it (and BSCCo may give notice to that effect). The Retiring Shareholder will transfer its Shares at par to the BSCCo Nominee who will hold the Shares. The BSCCo Nominee will be selected by the Directors. All costs and expenses of such transfer shall be for the account of the Retiring Shareholder. BSCCo shall (unless directed otherwise by the Authority) ensure that the BSCCo Nominee is registered as the holder of any Shares transferred to it under this paragraph.

1.4.5 If a Retiring Shareholder fails or refuses to transfer any Shares in accordance with its obligations under paragraph 1.4.4, the Retiring Shareholder irrevocably appoints any Director as its agent to execute and deliver a transfer of the Shares from the Retiring Shareholder to the BSCCo Nominee. BSCCo may accept the consideration for the transfer (subject to the Retiring Shareholder paying-up all amounts which remain unpaid on any Share) and hold it on trust for the Retiring Shareholder, which acceptance shall be a good discharge to the BSCCo Nominee, and may set off such amounts against the costs and expenses of the transfer. The Directors shall cause the BSCCo Nominee to be registered as the holder of such Share and, following the registration of the transfer, the validity of the proceedings shall not be questioned by BSCCo, any Party or any Shareholder.

1.4.6 The BSCCo Nominee referred to in paragraphs 1.4.4 and 1.4.5 shall hold Shares transferred to it until such time as it is directed by the Directors to transfer them (or some of them) in accordance with paragraph 1.3 and for such period (and only for such period) as the BSCCo Nominee holds any Shares, all rights attaching to the Share shall be suspended, including the matters referred to in paragraph 1.5.4.

1.5 Further undertakings of Shareholders

1.5.1 No Shareholder shall:

(a) pledge, mortgage (whether by way of fixed or floating charge) or otherwise encumber its legal or beneficial interest in its Shares; or

(b) other than permitted or required by this Annex, or as otherwise directed by the Authority, sell, transfer or otherwise dispose of any of such Shares (or any legal or beneficial interest therein); or

(c) enter into any agreement in respect of the rights attached to Shares (other than agreements entered into in order to transfer a Share in accordance with this Annex); or

(d) agree, whether or not subject to any condition precedent or subsequent, to do any of the foregoing.

1.5.2 Each Shareholder acknowledges and agrees that BSCCo will have complete independence from its Shareholders in its operations and undertakes not to take any action which obstructs or interferes with, or seeks to obstruct or interfere with, the carrying out of by BSCCo of its role, powers, functions and activities under the Code provided that this paragraph shall not:

(a) restrict the exercise of Shareholder rights in order to comply with the requirements of this Annex; or

(b) restrict the exercise by a Party that is also a Shareholder of its rights in its capacity as a Party under the Code.

1.5.3 The Shareholders shall at all times exercise their rights, and take all available steps, as Shareholders, and shall only exercise any such right or take any such step, so as to give effect to the provisions of the Code as to the matters set out in paragraph 1.5.4.

1.5.4 The matters referred to in paragraph 1.5.3 are:

(a) the amendment of the Articles of Association of BSCCo so that they are in any modified form from time to time pursuant to Section C2.1.2;

(b) the appointment, re-appointment or removal of any Director (in accordance with a nomination under or otherwise as required in accordance with Section C4) or the secretary or auditors of BSCCo, provided that (in the case of an appointment or reappointment) the consent of the person to be appointed or reappointed has been obtained;

(d) any other act of or in relation to BSCCo which can, or under any Legal Requirement must, be done by a vote or resolution or other assent of the Shareholders.

1.5.5 Without prejudice to the generality of paragraph 1.5.3, the steps which the Shareholders may be required to take pursuant to paragraph 1.5.4 include:

(a) the convening of an annual or extraordinary general meeting of BSCCo;

(b) the waiving of notice or agreeing to short notice of such meeting;

1.6 No obligation to finance

1.6.1 The Parties acknowledge that BSCCo has been established as a company limited by shares and consequently, in accordance with Section 3 of the Companies Act 2006, the liability of each Shareholder, in its capacity as Shareholder, is limited to the amount, if any, unpaid on the Shares held by that Shareholder.

1.6.2 Without prejudice to the obligations on Parties generally under Section D, the Shareholders, in their capacity as Shareholders, shall have no liability or obligation to provide any finance or financial support to BSCCo or any Subsidiary of BSCCo and shall have no liability or obligation to other Parties as Shareholders.

1.7 Winding-up of BSCCo

1.7.1 The principles which are to apply in the event of the winding-up of BSCCo are that, so far as is lawful:

(a) the assets and resources of BSCCo should be transferred (for value or otherwise as may be lawful) to any successor under the Code to BSCCo;

(b) subject to paragraph (c), and after payment or settlement of all liabilities of BSCCo, any amount which would otherwise be available for distribution to the Shareholders should be paid to Trading Parties in their Annual Funding Shares or such other proportions as the Authority may decide;

(c) the Shareholders shall be entitled to be paid out of any such amount as is referred to in paragraph (b) the amount of any taxation for which they may be liable in connection with such winding up and/or the giving effect to such principles;

and BSCCo, the Shareholders and the other Parties shall take such steps as are available and lawful to secure that these principles are given effect.

1.8 Legal Requirements relating to Shareholders

1.8.1 This paragraph 1.8 applies in the event that:

(a) any steps taken by BSCCo or a Subsidiary of BSCCo (or which might be taken); and/or

(b) any steps that a Shareholder is required to take as a consequence of being a Shareholder (including any step required under paragraph 1.3.4 or 1.5.3 of this Annex),

results in, or could result in, that Shareholder, or an Affiliate of that Shareholder, being in breach of, or being required to take action under or make a payment under, or incurring a liability under, a Legal Requirement (or being or doing so in the absence of a notification to or approval of a Competent Authority) (any such step being a "relevant step" for the purposes of this paragraph 1.8).

1.8.2 Such Shareholder may from time to time notify to BSCCo particular Legal Requirements, applying to that Shareholder or its Affiliates, which the Shareholder reasonably considers may fall within paragraph 1.8.1, provided that the Shareholder shall at the same time provide such details of such Legal Requirement as are reasonably necessary to enable BSCCo to determine whether any step which it might take, or which a Shareholder might be required to take, would be a relevant step in relation to such Legal Requirement.

1.8.3 Where the Shareholder has for the time being notified BSCCo of a particular Legal Requirement pursuant to paragraph 1.8.2, BSCCo will take all reasonable measures to ensure that it and its Subsidiaries do not take any relevant step, or require the Shareholder to take a relevant step, in relation to that Legal Requirement unless:

(a) BSCCo has first notified and consulted with the Shareholder in relation to such step, and

(b) either the Shareholder has approved the taking of such step or BSCCo is required to take such step for the purposes of discharging its functions and responsibilities under the Code (but subject always to any Code Modification made following a proposal by any person entitled to do so) or in order to comply with a Legal Requirement.

1.8.4 For the purposes of this paragraph 1.8:

(a) Legal Requirement shall be construed:

(i) as including a requirement of any stock exchange in any country or of the Panel on Takeovers and Mergers or any body in any country having equivalent functions to those of that panel where compliance with the requirements of such body is customary; and

(ii) in accordance with paragraph (b);

(b) Competent Authority shall be construed as though the reference to the United Kingdom in the definition thereof included any country or state to the jurisdiction of which the Shareholder or any of its Affiliates is subject by reason of having a presence in such country or state.

1.9 Taxation and other payments

1.9.1 BSCCo covenants to pay to each Shareholder an amount equal to any liability to corporation tax on chargeable gains for which BSCCo or any of its Subsidiaries is primarily liable for which that Shareholder or any of its Subsidiaries is liable for which any of them would not have been liable but for being treated as being or having been a member of the same group as BSCCo or any of its Subsidiaries for the purposes of corporation tax on chargeable gains.

1.9.2 Each Shareholder covenants to pay to BSCCo an amount equal to any liability for corporation tax on chargeable gains for which that Shareholder or any of its Subsidiaries is primarily liable for which BSCCo or any of its Subsidiaries is liable but for which it would not have been liable but for being treated as being or having been a member of the same group as that Shareholder for the purposes of corporation tax on chargeable gains.

1.10 Conflict with Articles

1.10.1 In the event of any ambiguity created by or discrepancy between the provisions of this Annex and the Articles, it is the intention that the provisions of this Annex shall prevail and accordingly the Shareholders shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Annex and shall further, if necessary, procure any required amendment to the Articles to ensure any such ambiguity or discrepancy is resolved.

1.11 Further Assurance

1.11.1 Each Shareholder shall co-operate with the other Shareholders and execute and deliver to the other Shareholders such other instruments and documents and take such other actions as may be reasonably requested from time to time in order to give effect to this Annex.

1.12 Expenses

1.12.1 Where a Shareholder is required to participate in a Shareholders meeting, the representative of that Shareholder shall be entitled to be reimbursed by BSCCo for the reasonable costs and expenses (including travel and accommodation costs) properly incurred by such representative in attending meetings of or otherwise in the conduct of the business of such meeting.

AMENDMENT RECORD – SECTION C

Section C

Version 43.0

Effective Date: 07 November 2024

Modification Proposal	Approval Date	Implementation Date	Version
P481	04/11/24	07/11/2024	43.0
ORD009	13/09/24	01/10/24	42.0
P474	08/08/24	01/10/24	42.0
P468	05/04/24	12/04/24	41.0
ORD008	12/02/24	29/02/24	40.0
P460	03/11/23	10/11/23	39.0
P458	03/10/23	10/10/23	38.0
P452	21/04/23	24/04/23	37.0
P450	12/01/23	23/02/23	36.0
P449	10/11/22	11/11/22	35.0
P446	22/09/22	23/09/22	34.0
P440	13/06/22	01/09/22	33.0
P439	16/05/22	01/06/22	32.0
P435	14/04/22	25/04/22	31.0
P423	30/09/21	07/10/21	30.0
P420	23/07/21	01/09/21	29.0
P413	11/03/21	27/04/21	28.0
P390	19/03/21	26/03/21	27.0
P394 Self-Governance	12/12/19	27/02/20	26.0
P386 Self Governance	13/06/19	07/11/19	25.0
P381 Self Governance	14/03/19	27/06/19	24.0
P369	24/09/18	29/03/19	23.0
P365	10/04/18	17/04/18	22.0
P324	14/10/16	11/11/16	21.0
P330	25/05/16	02/06/16	20.0
P318 Self Governance	08/10/15	25/02/16	19.0
P303	13/11/14	28/11/14	18.0
ORD005¹	Secretary of State	01/08/14	17.0
P281	17/09/12	01/10/12	16.0
P284	17/09/12	18/09/12	15.0
ORD004: Warm Home Discount (Reconciliation) Regulations 2011	DECC, 29/06/11	06/07/11	14.0
P262	10/12/10	31/12/10	13.0
P255	15/07/10	22/07/10	12.0
P217	16/10/08	05/11/09	11.0
ORD003	23/06/09	24/06/09	10.0
P208	16/01/07	22/02/07	9.0
ORD001	BETTA	01/09/04	8.0
P151	05/04/04	19/04/04	7.0
P133	23/12/03	02/01/04	6.0
P78	09/09/02	11/03/03	3.0
P108	04/02/03	06/02/03	5.0
P101	02/01/03	23/01/03	4.0
P56	10/03/02	18/03/02	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION D: BSC COST RECOVERY AND PARTICIPATION CHARGES

1. GENERAL

1.1 Introduction

1.1.1 This Section D sets out:

(a) the basis on which Trading Parties’ various Funding Shares will be determined;

(b) the basis for determining specified charges payable by Parties and others to BSCCo in respect of participation under the Code;

(d) not used;

(e) further arrangements pursuant to which BSCCo will recover:

(i) CFD Settlement Services Provider Costs; and

(ii) CM Settlement Services Provider Costs.

1.1.2 In this Section D:

(a) references to Parties exclude BSCCo and the BSC Clearer;

(b) references to a month are to a calendar month, unless the context otherwise requires.

1.1.3 For the purposes of the Code, "BSCCo Charges" means amounts payable by Parties by way of Specified BSC Charges in accordance with paragraph 3.1 and any further charges in accordance with paragraph 3.3, and in respect of the recovery of BSC Costs pursuant to paragraph 4.2.

1.1.4 Nothing in this Section D applies in relation to Trading Charges.

1.2 Funding Shares

1.2.1 For the purposes of the Code, in relation to a month:

(a) the "Main Funding Share" (FSM_pm) of a Trading Party is the proportion determined in accordance with Part 1 of Annex D-1;

(b) not used;

(c) the "SVA (Production) Funding Share" (FSPS_pm) of a Trading Party is the proportion determined in accordance with Part 3 of Annex D-1;

(d) subject to paragraph 1.2.2, the "General Funding Share" of a Trading Party is the proportion determined in accordance with Part 4 of Annex D-1;

(e) subject to paragraphs 1.2.2, 1.2.3 and 1.2.4, the "Annual Funding Share" of a Trading Party is the sum of its General Funding Shares for the twelve consecutive months ending with and including that month, divided by the sum for all Trading Parties of their General Funding Shares for such twelve months;

(f) "Funding Shares" means Main Funding Shares, SVA (Production) Funding Shares, General Funding Shares, Annual Funding Shares and (where applicable in accordance with paragraph 1.3) Default Funding Shares.

1.2.2 A reference in any provision of the Code to the General Funding Share or Annual Funding Share (in relation to any month) of a Trading Party on a "default basis", in the context of one or more other Trading Parties being in default of a payment obligation under the Code, is to such General Funding Shares or Annual Funding Shares determined, as provided in Part 4 of Annex D-1, so as to disregard the participation of the Trading Party(ies) in default.

1.2.3 Subject to paragraph 1.2.4, for the purposes of paragraph 1.2.1(e) a Trading Party shall be treated as having a General Funding Share of zero for any month for which no General Funding Share was determined for that Trading Party.

1.2.4 In relation to any month which is less than twelve months after the Go-live Date, the number of months referred to in paragraph 1.2.1(e) shall be the number of whole months from the Go-live Date to and including that month.

1.3 Default Funding Shares

1.3.1 For the purposes of this Section D:

(a) a Trading Party is a "defaulting party" in relation to a BSC Year (a "default" BSC Year) where:

(i) the Trading Party failed to pay any amount by way of BSCCo Charges (for which that Party was liable) accruing in respect of the default BSC Year, and

(ii) such unpaid amount was recognised by BSCCo as a bad debt and included in BSC Costs pursuant to paragraph 2.1.1(a)(ii) in relation to the default BSC Year;

(b) in relation to every month in a default BSC Year (irrespective of the month in which any defaulting party failed or first failed to make payment), the "Default Funding Share" (FSD_pm) of each Trading Party which was not a defaulting party in that year is its General Funding Share determined on a default basis in relation to all defaulting parties.

1.4 Determination of Funding Shares

1.4.1 BSCCo will:

(a) determine periodically in accordance with paragraph 4 each Trading Party’s Main Funding Share, SVA (Production) Funding Share and General Funding Share, Annual Funding Share and (where applicable) Default Funding Share for each month; and

(b) notify all such Funding Shares to all Trading Parties in the statement provided under paragraph 4.5.1(b).

1.4.2 Annual Funding Shares determined in relation to any month in accordance with paragraph 4:

(a) shall be final and binding on Trading Parties, notwithstanding that (in accordance with paragraph 4.3) they are based on estimated data (used in the determination of General Funding Shares) for certain months; and

(b) shall not be subject to any subsequent adjustment or reconciliation upon actual data becoming available or upon any subsequent redetermination of General Funding Shares.

1.4.3 Each Party shall, upon request of BSCCo, provide to BSCCo any information reasonably requested by it for the purposes of determining Trading Parties' various Funding Shares.

1.4.4 So far as data derived in Volume Allocation is used in the determination of any Funding Shares:

(a) such data shall be that derived from the Initial Volume Allocation Runs for Settlement Days in the relevant month, which shall be final and binding for the purposes of such determination;

(b) no adjustment or reconciliation shall be made in respect of or by reference to any Reconciliation Volume Allocation Run or data derived therefrom, or otherwise as a result of the resolution of any Trading Dispute relating to such data.

1.4.5 If:

(a) at the time at which a Trading Party first raised a Trading Dispute in accordance with Section W, such Party notified the Panel that the Party wishes this paragraph 1.4.5 to apply; and

(b) following resolution of the Trading Dispute (or as the case may be the making of an arbitral award) and the carrying out of a Reconciliation Volume Allocation Run, the Panel in its sole discretion considers that such resolution or award amounts to an exceptional circumstance which justifies making an adjustment in respect of the Volume Allocation data used in determining Funding Shares,

then the Panel may require BSCCo to redetermine Funding Shares (for all or any particular purposes of the Code) accordingly, and to make the consequential adjustments in respect of the amounts paid or payable by Trading Parties by way of BSCCo Charges.

2 BSC COSTS

2.1 General

2.1.1 For the purposes of the Code, subject to paragraph 2.4:

(a) "BSC Costs" means, subject to paragraph (b):

(i) all costs, expenses and other outgoings of BSCCo and its Subsidiaries and other amounts for which BSCCo or any of its Subsidiaries may be liable (other than amounts payable as trustee for any person), net of recoverable VAT; and

(ii) with effect from such time as BSCCo determines to treat such amount as a bad debt, any amount payable by a Party in respect of BSCCo Charges which was not paid within fifteen Business Days after the due date for payment and remains outstanding at such time, excluding any part of such amount which comprises VAT to the extent to which BSCCo considers that it will recover such VAT from a taxation authority;

(b) BSC Costs do not include:

(i) amounts payable by or to the BSC Clearer in respect of Trading Charges pursuant to Section N;

(ii) (to avoid double counting) amounts paid by BSCCo to its Subsidiaries by way of funding;

(iii) any amounts payable to any Parties in respect of Supplier Charges pursuant to Annex S-1;

(iv) any CFD Settlement Services Provider Costs and/or CM Settlement Services Provider Costs incurred by BSCCo and/or any of its Subsidiaries;

(v) any DIP Costs;

(c) "SVA Costs" are BSC Costs incurred by BSCCo in connection with Supplier Volume Allocation, determined in accordance with Annex D-2;

(d) "Annual BSC Costs" in relation to a BSC Year, means all BSC Costs accruing (in accordance with the BSCCo Accounting Policies) in that year;

(e) "Annual SVA Costs" in relation to a BSC Year, means all SVA Costs accruing (in accordance with the BSCCo Accounting Policies) in that year;

(f) "Annual Default Costs" in relation to a BSC Year, means the aggregate of all unpaid amounts falling to be treated as BSC Costs under paragraph 2.1.1(a)(ii) in that BSC Year.

2.1.2 Without prejudice to the generality of paragraph 2.1.1, and subject always to 2.1.1(b)(iv), BSC Costs include amounts for which BSCCo or any of its Subsidiaries is liable:

(a) pursuant to or in connection with any BSC Agent Contract or Market Index Data Provider Contract or any breach by BSCCo thereof or the termination thereof;

(b) pursuant to any indemnity given by it pursuant to the Code or any BSC Agent Contract or Market Index Data Provider Contract or otherwise;

(d) should BSCCo in any circumstances be required to pay (other than as trustee) to any Party any amount recovered or recoverable by BSCCo from a BSC Agent or Market Index Data Provider;

(e) by way of payment of interest or other charges or repayment (including any prepayment or premature or accelerated repayment) of principal in respect of any borrowing (and including any grossed-up amounts where any deduction is made from payment of interest);

(f) in respect of any taxes (save to the extent to which such amounts are recoverable from any person or authority in the BSC Year in question);

(g) to a Contract Trading Party pursuant to Section M4;

(h) in damages (in contract or tort or otherwise) to any person, including (by virtue of Section C5.2 or otherwise) any Party.

2.2 Recovery of BSC Costs

2.2.1 BSCCo shall and shall be entitled to recover all BSC Costs from Trading Parties severally as provided in this Section D.

2.3 BSC Accounting Policies

2.3.1 BSCCo shall prepare and adopt, and may from time to time amend, after consulting with the Panel, accounting policies, as required by or consistent with requirements of law and generally accepted accounting practice in the United Kingdom, and having regard to the objectives referred to in Section C1.3.1.

2.3.2 BSCCo shall prepare a statement of the accounting policies from time to time adopted or amended pursuant to paragraph 2.3.1 and shall provide a copy of such statement and any amendment thereof to the Panel and upon request to any Trading Party.

2.3.3 BSCCo shall account for its transactions, costs and revenues, and shall maintain and prepare accounting records, statements and other documents, as required by law and as further appropriate to give effect to this Section D and in accordance with the BSC Accounting Policies.

2.4 Taxation

2.4.1 Each Party agrees that it will be bound by any agreement made (whether before or after the entry into force of the Code) between BSCCo (or any of its Subsidiaries) and any tax authority as to the treatment for taxation purposes of any transactions envisaged by the Code between BSCCo (or any of its Subsidiaries) and any other Party.

2.4.2 Each Party further undertakes that it will not act in any way prejudicial to such agreement, including acting on the basis of, assuming, seeking or making any application or request to any tax authority for, any conflicting treatment.

2.4.3 BSCCo shall ensure that details of each such agreement as is referred to in this paragraph 2.4 are provided to each Party upon its becoming a Party and upon any change in such agreement.

3. SPECIFIED BSC CHARGES

3.1 General

3.1.1 For the purposes of the Code:

(a) "Specified BSC Charges" means Main Specified Charges and SVA Specified Charges;

(b) not used;

(d) "SVA Specified Charges" means the charges determined in accordance with paragraph 4 of Annex D-3.

3.2 Liability to pay Specified BSC Charges

3.2.1 Each Party shall be liable for and shall pay Specified BSC Charges determined in accordance with Annex D-3.

3.2.2 BSCCo shall determine amounts payable by way of Specified BSC Charges, and invoice such amounts to Parties (in accordance with paragraph 4.3 in the case of Trading Parties).

3.3 Further charges

3.3.1 The further provisions of Annex D-3 shall apply for the purposes of determining further charges which may be made by BSCCo; and Parties shall be liable to BSCCo for and shall pay all such amounts which may be so charged and invoiced by BSCCo.

4. RECOVERY OF NET ANNUAL COSTS

4.1 Net Annual BSC Costs

For each BSC Year:

(a) "Annual Net Main Costs" is the amount of the Annual BSC Costs, less:

(i) all amounts payable by Parties by way of Main Specified Charges and SVA Specified Charges;

(ii) all amounts payable to BSCCo by any BSC Agent or Market Index Data Provider by way of credit, damages or liquidated damages or otherwise (unless deducted from amounts payable to such BSC Agent or Market Index Data Provider before the latter amounts were counted as BSC Costs), other than amounts falling within paragraph (b)(ii);

(iii) the amount of the Annual Production-Charging SVA Costs;

(iv) any amount recovered by BSCCo from any insurer;

(v) any amounts paid to BSCCo by way of fees pursuant to Section Q7.2.3;

(vi) not used;

(vii) all amounts otherwise paid to BSCCo (other than as trustee) by any person (including any Party, pursuant to any indemnity given by the Party to BSCCo under the Code, or otherwise);

(b) "Annual SVA (Consumption) Costs" is one-half of the amount of the Annual SVA Costs less all amounts payable to BSCCo by any of the BSC Agents referred to in Annex D-2, by way of credit, damages or liquidated damages or otherwise (unless deducted from amounts payable to such BSC Agent before the latter amounts were counted as BSC Costs), in respect of services referred to in Annex D-2;

(d) subject to paragraph 4.3.8:

(i) "Monthly Net Main Costs" (MNMC_m) is 1/12 of Annual Net Main Costs;

(ii) not used;

(iii) "Monthly Production-Charging SVA Costs" (MPSC_m) is 1/12 of Annual Production-Charging SVA Costs;

(e) "Monthly Default Costs" (MDC_m) is 1/12 of Annual Default Costs.

4.2 Liability in Funding Shares

4.2.1 For each month in any BSC Year, each Trading Party shall be liable to BSCCo for:

(a) its Main Funding Share for that month of the Monthly Net Main Costs;

(b) not used;

(d) its Default Funding Share of the Monthly Default Costs.

4.2.2 Amounts for which Trading Parties are liable pursuant to paragraph 4.2.1 shall be invoiced in accordance with the further provisions of this paragraph 4.

4.3 Invoicing, estimation and reconciliation

4.3.1 In relation to each month (the "invoice month") of each BSC Year, BSCCo shall determine:

(a) the amounts of:

(i) Monthly Net Main Costs,

(ii) Monthly Consumption-Charging Net SVA Costs,

(iii) Monthly Production-Charging SVA Costs,

(iv) Monthly Default Costs (if any)

for the invoice month and each preceding month in that year, consistent with the prevailing Annual Budget, and based on its prevailing estimate of Annual Net Main Costs, Annual Production-Charging SVA Costs and Annual Default Costs for the year;

(b) for each Trading Party, in relation to the invoice month and each preceding month in that BSC Year:

(i) the Main Funding Shares, SVA (Production) Funding Shares and (where applicable) Default Funding Shares of such Party; and

(ii) the amounts for which such Party is liable by way of Specified Charges;

(i) on the basis of paragraphs (a) and (b), the aggregate amounts for which such Party is liable in such BSC Year, up to and including the invoice month, by way of BSCCo Charges;

(ii) the aggregate amount (if any) already paid or payable by each Party by way of BSCCo Charges in such BSC Year, up to and including the month preceding the invoice month;

(iii) the amount of the difference (whether positive or negative) between the amounts in paragraphs (i) and (ii).

4.3.2 BSCCo’s determinations under paragraph 4.3.1 shall be made:

(a) as at 1000 hours on the fifteenth Business Day of the month preceding (or if BSCCo has so notified Parties, the second month preceding) the invoice month, subject to paragraph 4.5.2 (and as soon as is practicable after that time and in any event no later than the last Business Day of that month);

(b) on the basis of actual data available to it at the time referred to in paragraph (a), and otherwise on the basis of BSCCo’s estimates of the relevant data; and accordingly actual data received by BSCCo after such time will not be taken into account until the following month.

4.3.3 BSCCo shall prepare and from time to time revise, and make available to the Panel and to Parties, a statement of the principles and methods by which it makes estimates under paragraph 4.3.2(b), but it is acknowledged that such principles and methods will not be applicable in all cases, and in the absence of any such applicable principle or method BSCCo will make such estimates as appear to it to be reasonable.

4.3.4 Subject to paragraph 4.3.5, the amount to be invoiced by BSCCo to each Trading Party each month by way of BSCCo Charges shall be the amount determined pursuant to paragraph 4.3.1(c)(iii) (which amount shall be payable by or to the Trading Party according to whether it is positive or negative).

4.3.5 Where for any Trading Party in relation to any month the magnitude of the amount referred to in paragraph 4.3.4 is less than the minimum invoice amount, no amount shall be invoiced to that Party by way of BSCCo Charges in respect of that month (but without prejudice to the determinations made pursuant to paragraph 4.3.1 in the following month); and for the purposes of this Section D the "minimum invoice amount" shall be such amount as the Panel shall from time to time determine, and shall initially be five hundred pounds sterling (£500).

4.3.6 No interest shall accrue on or be taken into account in the determination of any amounts under paragraph 4.3.1 or upon reconciliation under paragraphs 4.4 or 8.

4.3.7 Notwithstanding paragraph 4.3.1, BSCCo shall apply the formula set out in Annex D-4 for the purposes of determining the amount to be invoiced each month to each Trading Party by way of BSCCo Charges, and in the event of any conflict between this paragraph 4 and that Annex, that Annex shall prevail.

4.3.8 Where upon the application of BSCCo the Panel accepts that a substantial proportion of BSC Costs are or are likely to be incurred on a significantly uneven basis over the course of a BSC Year, and the Annual Budget indicates such basis by specifying the factors (approved by the Panel) referred to in paragraph (b):

(a) for the purposes of its determinations under paragraph 4.3.1 (except pursuant to paragraph 4.4), BSCCo may, with the approval of the Panel, adjust the basis of determining Monthly Net Main Costs and Monthly Net SVA Costs, by recognising the expected profile of such expenditure in accordance with paragraph (b);

(b) such profile will be recognised by applying factors (as approved by the Panel) other than 1/12 in relation to all or certain months for the purposes of paragraph 4.1(d);

(c) BSCCo will inform Trading Parties of such factors (and the month(s) to which each such factor applies) as soon as they have been approved by the Panel; but

(d) Trading Parties' General Funding Shares shall be determined pursuant to Annex D-1 disregarding the recognition of such expected profile (and on the basis of factors of 1/12 in paragraph 4.1(d).

4.4 Reconciliation

4.4.1 In relation to each BSC Year, BSCCo shall, not later than twenty-eight days after publication of its audited accounts for that year, make a final determination and adjustment in respect of the amounts payable by each Trading Party way of BSCCo Charges.

4.4.2 Such determination and adjustment shall be made in accordance with paragraph 4.3 except that:

(a) BSCCo shall use only actual data and shall not (unless any actual data remains unavailable to it at the time of such determination) use estimated data;

(b) paragraph 4.3.4 (providing for a minimum invoiced amount) shall not apply;

(d) paragraph 4.4.8 shall also apply in respect of MHHS Implementation Management Monthly Charges.

4.4.3 BSCCo shall invoice to Trading Parties the amounts determined to be payable pursuant to paragraph 4.4.1 by way of final reconciliation and adjustment in respect of BSCCo Charges payable by Trading Parties in the relevant BSC Year.

4.4.4 Subject only to paragraph 4.4.5, BSCCo’s determination of BSCCo Charges in a BSC Year under paragraph 4.4.1 shall be final and binding, and no further adjustment shall be made (and accordingly any subsequent adjustment in respect of BSC Costs in the BSC Year shall be taken into account in the BSC Costs for the BSC Year in which such adjustment is identified and made).

4.4.5 If, after the final determination under paragraph 4.4.1, the Panel determines that there are exceptional circumstances which justify an adjustment in respect of an extraordinary error in the determination of, or in data used in the determination of, any Funding Shares under that paragraph, the Panel may in its discretion direct, and Trading Parties shall be bound by, and BSCCo shall give effect to, such adjustment in respect of BSCCo Charges (payable by and to Trading Parties) in that BSC Year as appears to the Panel to be appropriate.

4.4.6 It is acknowledged that any BSC Costs referred to in Section H1.7 may, if the Panel decides it is appropriate to do so, be apportioned (on such basis as the Panel shall so decide) over the period from the Go-live Date to the BSC Year in which they are incurred, and in such case the Panel may direct that BSCCo shall redetermine (on such basis of approximation as the Panel may approve) each Trading Party's liability for BSCCo Charges over such period, and each Trading Party shall be bound by such direction and determination and shall be liable to make adjustment payments in respect of BSCCo Charges accordingly.

4.4.7 In respect of Modification Proposal P396:

(a) for the purposes of this paragraph 4.4.7, the "P396 Reconciliation Date" shall be the later of:

(i) the day next following the date on which the Authority issued a notice of modification to the National Grid Electricity System Operator Limited in respect of Modification Proposal P396; or

(ii) the first day of the BSC Year during which the date on which the implementation of Approved Modification P396 takes place (the "P396 Implementation Date");

(b) as soon as practically possible after the P396 Implementation Date, BSCCo shall determine, in accordance with paragraph (c), an adjustment to the amounts paid to or payable by each Party by way of BSCCo Charges;

(i) the amounts already paid to or payable by each Party by way of BSCCo Charges in relation to the period commencing on the P396 Reconciliation Date and ending on day immediately prior to the P396 Implementation Date; and

(ii) the amounts that would have been payable by each Party over the same period had Modification Proposal P396 been in effect from the P396 Reconciliation Date;

(d) BSCCo shall send an invoice to Parties in respect of the reconciliation amounts determined pursuant to paragraph 4.4.7(c) (and where such amounts are not included in an invoice to be sent to Parties pursuant to paragraph 4.5.1 then, in respect of such invoice, the provisions of paragraph 4.5 shall apply mutatis mutandis);

(e) subject to paragraph 4.4.5, BSCCo’s determination of the reconciliation amounts shall be final and binding.

4.4.8 As part of the reconciliation determined under this paragraph 4.4, BSCCo shall:

recalculate the charge rate for the MHHS Implementation Management Monthly Charge set for the previous BSC Year but, for the purposes of such recalculation, shall use the actual MHHS Programme Costs incurred by BSCCo during that BSC Year; and
report, to the Panel, the revised charge rate for the MHHS Implementation Management Monthly Charge together with the outcome of the reconciliation calculated under paragraph 4.4.8(a).

4.5 Invoicing

4.5.1 In respect of each month, not less than five Business Days after making its determination for that month under paragraph 4.3.2, BSCCo shall send to each Trading Party:

(a) an invoice in respect of the amounts accruing in respect of BSCCo Charges in the following month (or where paragraph 4.5.2 applies, accruing in the relevant prior month), setting out:

(i) the net amount determined as payable by or to the Trading Party in pursuant to paragraph 4.3.1(c)(iii);

(ii) applicable VAT in respect of supplies to which the invoice relates;

(iii) the invoice due date in accordance with paragraph 4.5.3;

(b) a statement showing the basis of calculation (pursuant to paragraph 4.3) of the amounts under paragraph (a).

4.5.2 Where BSCCo has sufficient working capital available to it (pursuant to any permitted borrowing in accordance with Section C3.4.3(a)), BSCCo may decide, after consultation with the Panel, to invoice BSCCo Charges (to all Parties) up to three months in arrears.

4.5.3 Following the final determination by BSCCo in respect of the preceding BSC Year in accordance with paragraph 4.4, BSCCo shall send to each Trading Party an invoice and statement setting out the matters specified in paragraph 4.5.1.

4.5.4 The due date of each invoice for BSCCo Charges shall be the tenth Business Day after the date of receipt of the invoice.

4.5.5 Where the right of a Defaulting Party to receive payment has been suspended under Section H3.2.2(h):

(a) no amount becoming due and payable (pursuant to this Section D or Annex S-1) to such Defaulting Party shall be paid by BSCCo to such Defaulting Party (or to any person to whom the Defaulting Party may have assigned or transferred any of its rights pursuant to the Code);

(b) no interest shall run or be payable in respect of any such unpaid amount;

(c) BSCCo (but not the Defaulting Party) may set off, from and against such unpaid amount, any amount subsequently becoming payable (pursuant to this Section D or Annex S-1) by such Defaulting Party.

4.6 Combined invoicing of Supplier charges

4.6.1 It is agreed and acknowledged:

(a) that the Performance Assurance Board may delegate to BSCCo the invoicing and administration of payment of Supplier charges (and any associated amounts in respect of VAT) on behalf of Suppliers and qualifying Trading Parties under Annex S-1,

(b) in such case, that BSCCo may combine the invoicing and administration of payment of BSCCo Charges (on its own behalf) and Supplier charges under Annex S-1, and may submit a single invoice to each Party and require and make or receive a single payment in respect such amounts; and subject to paragraph 4.6.2 each Party authorises BSCCo to do so, notwithstanding any contrary provisions as to the basis (including any express or implied trust) on which such amounts are to be held by the Performance Assurance Board pursuant to Annex S-1.

4.6.2 Where pursuant to paragraph 4.6.1:

(a) BSCCo receives any amount which includes any payment from any Supplier of any amount under Annex S-1, and

(b) BSCCo does not on the same day make payment of the corresponding amount payable to the qualifying Trading Parties entitled thereto pursuant to Annex S-1 (or has not given credit for such corresponding amount in determining the net amount invoiced pursuant to paragraph 4.6.1 to such qualifying Trading Parties)

then BSCCo shall promptly upon receipt of such amount segregate that part of such amount which is referable to the payment from the Supplier pursuant to Annex S-1 into an account separate from that in which amounts paid in respect of BSCCo Charges are held (but without prejudice to paragraph 4.1.12 of Annex S-1).

4.7 Combined invoicing of DIP Charges

4.7.1 It is agreed and acknowledged:

(a) pursuant to and in accordance with the DIP Rules, relevant Parties are required to pay charges to the DIP Manager in respect of the recovery of DIP Costs;

(b) BSCCo may undertake some or all of the invoicing and administration of the collection of DIP Charges (and any associated amounts in respect of VAT) under the DIP Rules;

(b) in such case, BSCCo may combine the invoicing and administration of payment of BSCCo Charges and DIP Charges under the DIP Rules, and may submit a single invoice to each relevant Party (provided that DIP Charges shall be identified separately from BSCCo Charges) and require and make or receive a single payment in respect such amounts.

4.7.2 For the purposes of paragraph 4.7.1, a relevant Party is any Party that is a DIP Payee as defined in the DIP Rules.

5. NOT USED

6. PAYMENT OF BSCCO CHARGES AND PARTY CHARGES

6.1 Bank Accounts

6.1.1 Each Trading Party shall notify to BSCCo, and BSCCo shall notify to each Party, details of the banks and accounts to which any payments are to be made (to BSCCo or such Party) in respect of BSCCo Charges and Party Charges.

6.1.2 BSCCo shall establish and notify under paragraph 6.1.1 separate accounts in respect of BSCCo Charges and Party Charges.

6.2 Payment by Parties

6.2.1 Each Party shall pay all amounts invoiced in respect of BSCCo Charges and Party Charges payable by it and applicable VAT thereon no later than the due date for payment in accordance with this Section D.

6.2.2 Payment of BSCCo Charges and Party Charges shall be made in sterling in cleared funds to the relevant account of the payee for the time being notified pursuant to paragraph 6.1.

6.2.3 Payment of BSCCo Charges and Party Charges shall be made in full, free and clear of any restriction, reservation or condition, and except to the extent (if any) required by law, without deduction, withholding, set-off or counter-claim of any kind (but without prejudice to any other remedy).

6.2.4 In this paragraph 6, where the context admits, references to BSCCo Charges and Party Charges include amounts payable by Trading Parties pursuant to paragraph 6.5 upon a failure by a Trading Party to pay such a charge, or by way of cash call pursuant to paragraph 6.6.

6.2.5 Where BSCCo is required by law to make any deduction or withholding, the amount thereof shall be the minimum amount required by law (as modified by the terms of any agreement between BSCCo and any relevant taxation authority), and BSCCo shall make payments and returns to the relevant tax authorities and issue certificates to Parties in respect thereof as required by law (as so modified).

6.2.6 BSCCo may agree with any Party that such Party will pay BSCCo Charges and/or Party Charges by direct debit.

6.3 Disputes

6.3.1 If a Party disputes any amount shown in an invoice or statement as payable by it in respect of any BSCCo Charges or Party Charges, that Party shall nevertheless pay the amount shown in full and may not withhold payment of such amount or any part thereof, but without prejudice to that Party’s right subsequently to dispute such invoice or statement subject to and in accordance with applicable provisions of the Code.

6.3.2 Where a Party notifies BSCCo of any dispute or query as to the amount shown in any invoice or statement as payable by that Party in respect of BSCCo Charges or Party Charges, BSCCo shall as soon as is reasonably practicable (but not necessarily before the due date for payment) investigate the matter and inform the Party of the outcome of its investigation.

6.3.3 Where (pursuant to paragraph 6.3.2 or otherwise) BSCCo establishes that, or it is determined that, any error has been made in the determination of the amounts payable by any Party or Parties in respect of BSCCo Charges or Party Charges (whether such error resulted in over-payments or in under-payment by any such Party), BSCCo will make such adjustments, in respect of the BSCCo Charges or Party Charges respectively next (following such establishment or determination) to be payable in accordance with the Code by or to such Party or Parties, as will ensure that the correct amounts have been so paid.

6.3.4 No amount in respect of interest shall be included in any adjustment under paragraph 6.3.3 unless otherwise ordered in any award of an arbitrator.

6.3.5 Nothing in this Section D shall be construed as preventing BSCCo from withdrawing and replacing (with the same due date for payment) any invoice or other statement, before the due date for payment, by agreement with the Party concerned, where BSCCo is aware of an error in such invoice or statement.

6.4 Interest on late payment

6.4.1 If any amount payable by a Party in respect of BSCCo Charges or Party Charges is not paid on or before the due date, the paying Party shall pay interest, after as well as before judgment, at the Default Interest Rate, on the unpaid amount from the due date until the day on which payment is made.

6.5 Failure to pay

6.5.1 If any Party (a "non-paying" Party) fails to pay in full, within fifteen Business Days after the invoice due date, any amount payable by it in respect of BSCCo Charges or (as the case may be) Party Charges:

(a) BSCCo shall promptly notify all Trading Parties, the Panel and the Authority to that effect, and paragraph 6.5.2 shall apply;

(b) in the case of BSCCo Charges, subject to and with effect from the time referred to in paragraph 2.1.1(a)(ii) and by virtue of paragraph 4.2.1(d), each Trading Party will be liable to pay additional amounts by way of BSCCo Charges, determined by reference to its Default Funding Share (where the non-paying Party is a Trading Party) in respect of the unpaid amount;

(i) each other Trading Party shall be severally liable to pay an additional amount to the payee Funding Parties representing the Trading Party's Default Party Charge Share of the unpaid amount;

(ii) BSCCo shall promptly invoice to each Trading Party the amount payable by it under paragraph (i), together with applicable VAT thereon, which amount shall be payable within ten Business Days after the date of the invoice.

6.5.2 Where an amount is unpaid as described in paragraph 6.5.1 (and whether or not any amounts have become payable by Trading Parties as provided in paragraph 6.5.1(b) or (c)):

(a) if the amount is unpaid in respect of BSCCo Charges, unless the Panel (upon the recommendation of BSCCo or otherwise) determines that it would not be worthwhile to do so, BSCCo shall

(b) if the amount is unpaid in respect of Party Charges, if the Panel so instructs BSCCo, BSCCo shall (on behalf of the Trading Parties having an entitlement in respect thereof)

take all reasonable steps and proceedings, in consultation with the Panel, to pursue and recover from the non-paying Party the unpaid amount.

6.5.3 If BSCCo subsequently recovers any amount from the non-paying Trading Party in respect of the unpaid BSCCo Charges or Party Charges:

(a) in the case of a recovery in respect of BSCCo Charges, the amount recovered will be taken into account in determining under paragraph 4.3.2 the amounts payable in subsequent months by Trading Parties in respect of Trading Charges (provided that where such amount is recovered after BSCCo’s final determination under paragraph 4.4.1, such amount will be taken into account in the BSC Year in which it is recovered);

(b) in the case of a recovery in respect of Party Charges, BSCCo will credit such amount to Trading Parties in their respective Default Party Charge Shares which applied under paragraph 6.5.1(c).

6.5.4 Without prejudice to BSCCo’s continuing entitlement to payment by a non-paying Trading Party in respect of BSCCo Charges, a non-paying Trading Party shall indemnify and keep indemnified each other Trading Party on demand in respect of all amounts:

(a) paid by such other Trading Party to BSCCo in respect of its liability under paragraph 6.5.1(b);

(b) paid by such other Trading Party under paragraph 6.5.1(c).

6.5.5 While any amount is outstanding from the non-paying Trading Party in respect of BSCCo Charges, BSCCo will be entitled to withhold any payments which may be due to that Trading Party pursuant to an invoice under paragraph 4.5.

6.5.6 A Trading Party shall give notice to the BSCCo before instituting any action or proceeding to enforce payments due to it under paragraph 6.5.3.

6.5.7 If an unpaid amount has been increased by an amount in respect of VAT because it would constitute the consideration for a taxable supply or deemed taxable supply (as such terms are used in the Value Added Tax Act 1994), then any reference to an unpaid amount in paragraph 6.5.1 shall not include that increased part to the extent that the relevant taxable supply or deemed taxable supply (as such terms are used in the Value Added Tax Act 1994) does not take place. This paragraph 6.5.7 is without prejudice to the fact that any payment pursuant to paragraph 6.5.1 is exclusive of VAT and applicable VAT (if any) should be payable in addition.

6.5.8 Any part of the Code providing that an amount that is payable should be increased by an amount in respect of VAT, or should otherwise be paid with an amount attributable to VAT or in respect of VAT, shall not apply to amounts constituting consideration for a taxable or deemed taxable supply (as such terms are used in the Value Added Tax Act 1994) where the VAT is payable by the recipient of that supply (or any person that is treated as the recipient in accordance with any agreement referred to in paragraph 2.4.1) by way of the reverse charge mechanism.

6.6 Emergency funding

6.6.1 If at any time BSCCo is or anticipates that it will be unable to pay any BSC Costs falling due for payment before BSCCo will receive (from Trading Parties pursuant to invoices issued under paragraph 4.5) funds sufficient to enable it to pay such BSC Costs:

(a) BSCCo may, with the approval of the Panel, give notice by way of cash call to Trading Parties:

(i) requiring them to pay in their Main Funding Shares for the month in which such notice is given such amount as BSCCo requires so as to be sufficiently funded; and

(ii) specifying the date (as approved by the Panel) for payment of such cash call, which shall not be less than three Business Days after the date of such notice;

(b) each Trading Party shall pay the amount so notified as payable by it, not later than the date specified for payment;

(c) amounts so payable by Trading Parties will be BSCCo Charges, treated as accruing due when so notified, and will be taken into account in determining the amounts subsequently payable as BSCCo Charges in the relevant BSC Year (by being taken into account in the invoicing of such charges pursuant to paragraph 4.3.1);

(d) BSCCo shall promptly after making such cash call provide to all Trading Parties an explanation of the circumstances which required it to be made, and (without prejudice to Section C6.5) a statement of whether the BSC Costs in question represent expenditure in excess of the amount in the Annual Budget.

6.7 DIP Charges

6.7.1 For the avoidance of doubt, to the extent that any of the matters or circumstances envisaged by this paragraph 6 apply to DIP Charges, such matters or circumstances shall be resolved in accordance with the DIP Rules.

7. EMR SETTLEMENT SERVICES PROVIDER COSTS

7.1 CFD Settlement Services Provider Costs to be recovered by BSCCo

7.1.1 For the purposes of the Code, "CFD Settlement Services Provider Costs" means:

(a) the costs directly incurred by BSCCo in providing, or procuring the provision of, CFD Settlement Data to a CFD Settlement Services Provider; and

(b) any other costs directly incurred by BSCCo in providing, or procuring the provision of, those further services to a CFD Settlement Services Provider as are permitted elsewhere in the Code.

7.2 CM Settlement Services Provider Costs to be recovered by BSCCo

7.2.1 For the purposes of the Code, "CM Settlement Services Provider Costs" means:

(a) the costs directly incurred by BSCCo in providing, or procuring the provision of, CM Settlement Data to a CM Settlement Services Provider; and

(b) any other costs directly incurred by BSCCo in providing, or procuring the provision of, those further services to a CM Settlement Services Provider as are permitted elsewhere in the Code.

7.3 General

7.3.1 No Party shall be liable to pay CFD Settlement Services Provider Costs or CM Settlement Services Provider Costs to BSCCo (other than a Party in its capacity as a CFD Settlement Services Provider or a CM Settlement Services Provider, as appropriate, appointed for the time being).

8. MHHS PROGRAMME COSTS

8.1 For the purposes of the Code:

(a) "MHHS Implementation Management Monthly Charge" means the Specified BSC Charges determined in accordance with Annex D-3 to recover MHHS Implementation Management Costs;

(b) "MHHS Implementation Management Costs" means the BSC Costs incurred by BSCCo as MHHS Implementation Manager (including paying the MHHS Independent Assurance Provider as defined in Section C12.2) as such costs are determined by BSCCo under Section C6 and in accordance with Section C12,

and for the purposes of this paragraph 8:

(i) 1 April 2021; or

(ii) the first day of the BSC Year during which the P413 Systems Implementation Date falls;

(d) the "P413 Reconciliation Period" shall be the period commencing on the P413 Reconciliation Date and ending on the day immediately preceding the P413 Systems Implementation Date; and

(e) "P413 Systems Implementation Date" means the date notified to Parties in advance by BSCCo on which the system changes needed to determine MHHS Implementation Management Monthly Charges are implemented by BSCCo.

8.2 In respect of Modification Proposal P413:

(a) as from the P413 Relevant Implementation Date until the day immediately preceding the P413 Systems Implementation Date (and subject to the remaining provisions of this paragraph), MHHS Implementation Management Costs shall be recovered by BSCCo from each Trading Party in accordance with the provisions of this Section D, including paragraph 4.2; and

(b) as from the P413 Systems Implementation Date, the MHHS Implementation Management Costs shall be recoverable from Suppliers through the MHHS Implementation Management Monthly Charges in accordance with this paragraph and paragraph 3 of Annex D-3.

8.3 As soon as practically possible after the P413 Systems Implementation Date, BSCCo shall determine for each Party the difference between:

(a) the amounts already paid to or payable by way of BSCCo Charges in relation to the period commencing on the P413 Reconciliation Date and ending on the day immediately prior to the P413 Systems Implementation Date; and

(b) the amounts that would have been paid or payable by each Supplier by way of MHHS Implementation Management Monthly Charges and by each other Party by way of BSCCo Charges over the same period had such MHHS Implementation Management Monthly Charges been recovered from Suppliers as from the P413 Reconciliation Date.

8.4 BSCCo shall send an invoice to Parties in respect of the reconciliation amounts determined pursuant to paragraph 8.3 (and where such amounts are not included in an invoice to be sent to Parties pursuant to paragraph 4.5.1 then, in respect of such invoice, the provisions of paragraph 4.5 shall apply mutatis mutandis).

8.5 Subject to paragraph 4.4.5, BSCCo’s determination of such reconciliation amounts shall be final and binding.

ANNEX D-1: FUNDING SHARES

1 Main Funding Shares

1.1 A Trading Party’s Main Funding Share (FSM_pm) in relation to a month (month ‘m’) reflects its proportionate share of aggregate Credited Energy Volumes for that month and shall be determined as follows:

(a) FSM_pm = ½ * {^PΣ⁺ _(non-I) (QCE_iaj) + ^PΣ^- _(non-I) (- QCE_iaj)} / Σ_p {^PΣ⁺_(non-I) (QCE_iaj) + ^PΣ^- (- QCE_iaj)}

+ ½ * {^CΣ⁺_(non-I) (QCE_iaj) + ^CΣ^-_(non-I) (-QCE_iaj)} / Σ_p {^CΣ⁺ _(non-I) (QCE_iaj) + ^CΣ^-_(non-I) (-QCE_iaj)}

where:

^PΣ⁺_(non-I)represents, for the Production Energy Account a belonging to Party p, a sum over each Settlement Period in month m and each BM Unit that is not an Interconnector BM Unit, where the Trading Unit to which the BM Unit belongs is delivering in the Settlement Period j.

^PΣ_(non-I)represents, for the Production Energy Account a belonging to Party p, a sum over each Settlement Period in month m and each BM Unit that is not an Interconnector BM Unit, where the Trading Unit to which the BM Unit belongs is offtaking in the Settlement Period j.

^CΣ⁺_(non-I)represents, for the Consumption Energy Account a belonging to Party p, a sum over each Settlement Period in month m and each BM Unit that is not an Interconnector BM Unit, where the Trading Unit to which the BM Unit belongs is delivering in the Settlement Period j.

^CΣ^-_(non-I)represents, for the Consumption Energy Account a belonging to Party p, a sum over each Settlement Period in month m and each BM Unit that is not an Interconnector BM Unit, where the Trading Unit to which the BM Unit belongs is offtaking in the Settlement Period j.

Σ_p represents the sum over all Trading Parties p;

and where delivering and offtaking are construed in accordance with Section T2.1.1.

2 Not Used

3 SVA (Production) Funding Shares

3.1 A Trading Party’s SVA (Production) Funding Share (FSPS_pm) in relation to a month (month ‘m’) reflects its proportionate share of aggregate Credited Energy Volumes for Production BM Units for that month and shall be determined as follows:

FSPS_pm = {^PΣ⁺_(non-I) (QCE_iaj) + ^PΣ^-_(non-I) (- QCE_iaj)} / Σ_p {^PΣ⁺_(non-I) (QCE_iaj) + ^PΣ^-_(non-I) (- QCE_iaj)}

where the summations are the same as in Part 1.

4 General Funding Shares

4.1 General funding shares

4.1.1 A Trading Party’s General Funding Share (FSG_pm) in relation to a month (month ‘m’) reflects its proportionate share of the aggregate of certain BSCCo Charges for that month shall be determined as follows:

FSG_pm = {TSC_pm + (MNMC_m * FSM_pm) + (MPSC_m * FSPS_pm)} / Σ_p{TSC_pm + (MNMC_m * FSM_pm) + (MPSC_m * FSPS_pm)}

where

TSC_pm = Total Specified BSC Charges, with the exception of Secondary BM Unit Monthly Charges and MHHS Implementation Management Monthly Charges, for Trading Party p relating to month m

MNMC_m = Monthly Net Main Costs relating to month m

FSM_pm = Main Funding Share for Trading Party p relating to month m

MPSC_m = Monthly Production-Charging SVA Costs relating to month m

FSPS_pm = SVA (Production) Funding Share for Trading Party p relating to month m

Σ_p = the sum over all Trading Parties p

4.2 Default basis

4.2.1 Where for any month General Funding Shares are to be determined on a default basis in relation to any defaulting Trading Party or Trading Parties:

(a) paragraph 1 shall apply on the basis that:

Σ_p= the sum over all Trading Parties p other than the defaulting Trading Party(ies);

(b) FSG_pm shall not be determined in respect of the defaulting Trading Party(ies).

5 Determination of Funding Shares

5.1 In accordance with the further provisions of the Code, the following data (or such other data as may be agreed by BSCCo and the relevant BSC Agent) will be provided to BSCCo by the following BSC Agents in order to enable BSCCo to determine Funding Shares in accordance with Section D1.4 each month:

(a) SVAA will provide monthly total values (by Trading Party and BM Unit) of (^pmΣ_ZHjNHHSDT_HZj);

(b) SAA will provide for each month m, in relation to the Energy Account a of each Party, each BM Unit i and each Settlement Period j, values of QCE_iaj.

ANNEX D-2: SVA COSTS

1. SVA Costs shall be those BSC Costs determined by BSCCo to be operational costs directly or indirectly referable to Supplier Volume Allocation.

2. Subject to paragraph 3 and paragraph 5, SVA Costs shall include the following amounts and costs payable or incurred by BSCCo or any of its Subsidiaries:

(a) amounts payable to the Supplier Volume Allocation Agent;

(b) amounts payable in respect of the use by the Supplier Volume Allocation Agent of the Managed Data Network;

(d) amounts payable to the Teleswitch Agent;

(e) amounts payable to the Technical Assurance Agent for Supplier Volume Allocation;

(f) amounts payable to BSCCo agent (if any), so far as relating to the Qualification of Supplier Agents;

(g) costs of the maintenance and support of the software and systems referred to in paragraph 4;

(h) the costs of resolving Trading Disputes relating to Supplier Volume Allocation;

(i) the costs of implementing, conducting and administering the Qualification Processes relating to Suppliers and Supplier Agents;

(j) amounts payable to the BSC Auditor, in respect of the functions of the BSC Auditor referable to Supplier Volume Allocation;

(k) costs of the operation of the Performance Assurance Reporting and Monitoring Systems (other than any such operation not referable to Supplier Volume Allocation);

(l) costs of providing advice and support to Parties in connection with those provisions of the Code relating to Supplier Volume Allocation.

3. SVA Costs shall not include

(a) any such costs (as described in paragraph 2) in respect of services provided by a BSC Agent in connection with the implementation of an Approved Modification of otherwise for the development of any BSC Systems;

(b) any such costs in respect of services which are not directly or indirectly referable to Supplier Volume Allocation.

4. The software and systems referred to in paragraph 2(g) are software and systems made available by BSCCo to Trading Parties for estimation of annual consumption and annualised advance, and for non half hour data aggregation; and the Supplier Volume Allocation System.

5. SVA Costs shall include the costs of implementing Approved Modification P246 ("Reporting to LDSOs of Aggregated Metering Data for Embedded Networks") which shall be payable by all Licensed Distribution System Operators in equal proportion, provided that such implementation costs shall not be treated as Annual SVA Costs.

ANNEX D-3: SPECIFIED BSC CHARGES

1. General

1.1 This Annex D-3 sets out the basis on which Specified BSC Charges will be determined.

1.2 The amounts or rates of each of the Specified BSC Charges, in relation to each BSC Year, shall be the amounts or rates determined and notified to Parties by the Panel, in accordance with this Annex D-3, not later than the start of that BSC Year, provided that:

(a) the amounts or rates prevailing in one BSC Year shall continue to apply in the following BSC Year if the Panel does so not notify any revised such amounts or rates; and

(b) where BSCCo has amended, or proposes to amend, its Annual Budget in accordance with Section C6.6, the Panel may set a rate for the MHHS Implementation Management Monthly Charge for the relevant BSC Year after the start of that BSC Year.

2. Not Used

3. Main Specified Charges

3.1 The Main Specified Charges payable by Parties in relation to each month are as follows:

(a) a Base Monthly Charge, payable by each Party, with the exception of Virtual Lead Parties that do not hold Energy Accounts, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(b) a CVA Metering System Monthly Charge, for each CVA Metering System (including a Metering System at a Systems Connection Point) of which a Party is Registrant for all or any part of that month, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(i) each BM Unit (other than a Supplier BM Unit, Secondary BM Unit and BM Units as provided in paragraph (ii)) for which a Trading Party is Lead Party for all or any part of that month; and

(ii) for:

(1) each Consumption BM Unit associated with an Exemptable Generating Plant for which (Consumption BM Unit) the Trading Party is Lead Party for all or any part of that month (and, in this case, no charge will be made for any Exempt Export BM Units at the Exemptable Generating Plant); or

(2) (if there are no Consumption BM Units associated with an Exemptable Generating Plant) all Exempt Export BM Units at the Exemptable Generating Plant for which the Trading Party is Lead Party for all or any part of that month (as a single charge taking such Exempt Export BM Units in aggregate),

at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(d) a Dataline Monthly Charge, for each data communications line supplied to a Trading Party (as described in paragraph 3.3(a)), at a charge rate as determined and notified to Parties by the Panel in a 'Schedule of Specified Communication Charges' placed on the BSC Website;

(e) a TIBCO Software Support Charge (as described in paragraph 3.3(b)), at a charge rate as determined and notified to Parties by the Panel in a 'Schedule of Specified Communication Charges' placed on the BSC Website;

(f) a Notified Volume Charge, for the Gross Contract MWh determined for a Trading Party in accordance with paragraph 3.2, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(g) a Base BM Unit Monthly Charge, for a set of Base BM Units (in aggregate) automatically allocated (in accordance with Section K3.3.1(a)) to a Supplier (in respect of each of its Supplier IDs), and held by a Supplier for all or any part of that month, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(h) except for Additional BM Units that are comprised of CFD Assets or CM Assets (for which there shall be no Additional BM Unit Monthly Charge), an Additional BM Unit Monthly Charge, for each Supplier BM Unit for which a Supplier is Lead Party for all or any part of that month, and which is not charged for under paragraph (g), at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website;

(i) for a Replacement Supplier BM Unit held by a Replacement Supplier for all or any part of that month:

(i) which corresponds to a Base BM Unit, to the Replacement Supplier, one twelfth of the Base BM Unit Monthly Charge;

(ii) which corresponds to an Additional BM Unit, to the Replacement Supplier, the Additional BM Unit Monthly Charge,

and no charge will be made in respect of Replacement Supplier BM Units under paragraphs (g) or (h) provided that, for the purposes of this paragraph 3.1, a BM Unit shall cease to be considered a Replacement Supplier BM Unit when all the Metering Systems associated with that BM Unit are no longer registered in the name of the relevant failing Supplier;

(j) a Base Virtual Lead Party Monthly Charge, payable by each Virtual Lead Party that is not a Trading Party, at a charge rate as determined and notified to Virtual Lead Parties by the Panel by publication on the BSC Website;

(k) a Secondary BM Unit Monthly Charge, payable by each Party for each Secondary BM Unit for which that Party is Lead Party for all or any part of that month, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website; and

(l) a MHHS Implementation Management Monthly Charge payable by each Supplier for each SVA Metering System for which a Supplier is Registrant on the first day of that month, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website.

3.2 For the purposes of paragraph 3.1(f), the Gross Contract MWh for a Trading Party in relation to a month shall be determined as follows:

Σ_zabj {| ECQ_zabj | + | ECQ_zbaj |} + Σ_ziaj {| QMFR_ziaj |} + Σ_zibj {| QMFR_zibj |}

where

Σ_zabj represents the sum over all Energy Accounts b, over the two Energy Accounts a which belong to Party p, over all Energy Contract Volume Notifications z and over all Settlement Periods j in month m

Σ_ziaj represents the sum over all BM Units i for which the Party p is a Subsidiary Party, over the two Energy Accounts a which belong to Party p, over all Metered Volume Reallocation Notifications z and over all Settlement Periods j in month m

Σ_zibj represents the sum over all BM Units i for which Party p is the Lead Party, over all Energy Accounts b which Subsidiary Energy Accounts for BM Unit i, over all Metered Volume Reallocation Notifications z and over all Settlement Periods j in month m

3.3 For the purposes of this paragraph 3:

(a) the 'Dataline Monthly Charge' is a charge payable by a Party:

(i) for each dedicated communications line (as described in the applicable Communication Requirements Document) supplied whether in respect of the High Grade Service of the BMRS or otherwise; and

(ii) for a minimum period (of supply of each such line) of twelve months; and

(b) where the Party (having requested the High Grade Service) does not already have available and therefore has requested the provision of the software known as 'TIBCO' software (as described in the applicable Communications Requirements Document) for operation with the High Grade Service, the Party is required to pay to BSCCo:

(i) a set-up charge known as the 'TIBCO Set-up Charge' in accordance with paragraph 3.4; and

(ii) a software support charge known as the 'TIBCO Software Support Charge' in accordance with paragraph 3.1(e).

3.4 The TIBCO Set-up Charge is payable in relation to the month in which the TIBCO software is provided, and the amount of such charge shall be as determined and notified to Parties by the Panel in a 'Schedule of Specified Communication Charges' placed on the BSC Website.

3.5 The MHHS Implementation Management Monthly Charge is a charge payable by Suppliers in order to recover MHHS Implementation Management Costs.

4. SVA Specified Charges

4.1 The SVA Specified Charge payable by each Supplier in order to recover Annual SVA (Consumption) Costs is an SVA Metering System Monthly Charge, for each SVA Metering System for which a Supplier is Registrant on the first day of that month, at a charge rate as determined and notified to Parties by the Panel by publication on the BSC Website.

5. Provision of information to BSCCo

5.1 The following data (or such other data as may be agreed by BSCCo and the relevant BSC Agent) will be provided to BSCCo by the following BSC Agents in order to enable BSCCo to determine Specified BSC Charges in accordance with this Annex D-3 for each month:

(a) the ECVAA will provide for each month m;

(i) in relation to each Energy Contract Volume Notification z, each Energy (From) Account a of each Party, each Energy (To) Account b of each Party and each Settlement Period j, values of ECQ_zabj;

(ii) in relation to each Metered Volume Reallocation Notification z, the relevant Energy Account a of each Subsidiary Party, each BM Unit i and each Settlement Period j, values of QMFR_zaij;

(b) the CRA will provide:

(i) the number of CVA Metering Systems of which each Party is Registrant in each month;

(ii) the number of BM Units (other than Supplier BM Units and Exempt Export BM Units) and the number of Exempt Export BM Units for which each Party is Lead Party in each month;

(iii) the number of Base BM Units, Additional BM Units and Secondary BM Units of which each Supplier is Lead Party in each month;

(i) details of the Parties which have requested the High Grade Service and the number of data communications lines under supply to each such Party in each month;

(ii) details of the Parties to whom TIBCO software is being provided and the number of additional users of each such Party in each month.

6. Further charges

6.1 Where BSCCo provides or procures any relevant service to or for a relevant person, subject to paragraph 6.3, BSCCo may, and if the Panel so requires shall, make a charge to the relevant person of an amount sufficient to recover the relevant costs.

6.2 For the purposes of paragraph 6.1:

(a) a relevant service is a service (including but not limited to the provision of a copy of any document) provided at the request of and to or for a particular person (not including the Authority) and not provided to Parties or Trading Parties on a routine basis pursuant to the Code;

(b) a relevant person is the person, whether or not a Trading Party or another Party, to whom a relevant service is provided;

(c) the relevant costs are the costs (excluding overhead costs) directly incurred by BSCCo in providing or procuring the relevant service, to the extent to which such costs have not been taken into account by the Panel in determining the rate or amount of any Specified BSC Charge.

6.3 Where BSCCo is required by any provision of the Code or a Code Subsidiary Document to provide (at the request of a Party) the relevant service, BSCCo may only make such a charge with the prior approval of the Panel.

6.4 Without prejudice to the generality of paragraph 6.1, where a BSC Agent makes a specific charge to BSCCo in respect of the provision on a particular occasion of a relevant service by that BSC Agent, BSCCo may make a charge of an equal amount to the relevant person, provided that the amount of such charge has not been taken into account by the Panel in determining the rate or amount of any Specified BSC Charge.

6.5 In addition to the charges to be made pursuant to the foregoing provisions of this Annex D-3:

(a) fees in respect of Qualification (or re-Qualification) will be charged in accordance with the Menu of Qualification Fees;

(b) application fees are payable by Party Applicants in accordance with Section A2.5;

(c) charges are payable by persons (other than Parties) requesting the High Grade Service of the BMRS as provided in Section V2.3.4(a).

ANNEX D-4: DETERMINATION OF MONTHLY BSCCO CHARGES

1. Invoicing within year

1.1 For the purposes of Section D4.3.7, the monthly payment (P_pm) for each Trading Party p for month m is determined as follows:

P_pm = Σ_m(TSC_pm) +Σ_m (MNMC_m) * Σ_m(FSM_pm) / Σ_m (1) +Σ_m(MPSC_m) * Σ_m(FSPS_pm) / Σ_m (1) +Σ_m(MDC_m) * Σ_m(FSD_pm) / Σ_m (1) - Σ_m-1(P_pm)

where:

TSC_pm = the aggregate amount payable by a Trading Party by way of Specified BSC Charges in respect of month m;

MNMC_m = Monthly Net Main Costs relating to month m

FSM_pm = Main Funding Share for Trading Party p relating to month m

MPSC_m= Monthly Production-Charging SVA Costs relating to month m

FSPS_pm = SVA (Production) Funding Share for Trading Party p relating to month m

MDC_m = Monthly Default Costs relating to month m

FSD_pm = Default Funding Share for Trading Party p relating to month m

Σ_m = the sum over all of the months of the BSC Year up to and including month m;

Σ_m-1= the sum over all of the months of the BSC Year up to and including the month preceding month m;

Σ_m(1) = the number of months of the BSC Year up to and including month m;

1.2 In accordance with Section D4.3 the data used for the calculation will be estimated data where actual data is not available; and values of monthly BSC Costs (of different types) will be determined in accordance with Section D4.3.8 where that paragraph applies.

2. Reconciliation

2.1 For the purposes of the reconciliation pursuant to Section D4.4 the amount (P_p) payable by each Trading Party p by way of final reconciliation and adjustment is determined as follows:

P_p = Σ_m(TSC_pm) +Σ_m (MNMC_m) * Σ_m(FSM_pm) / 12 +Σ_m(MPSC_m) * Σ_m(FSPS_pm) / 12 +Σ_m(MDC_m) * Σ_m(FSD_pm) / 12 - Σ_m(P_pm)

where

Σ_m = the sum over all of the months of the BSC Year

all other terms have the meanings in paragraph 1.

2.2 In accordance with Section D4.4.2 the data used for the calculation will be actual data (unless not then available); and Section D4.3.8 shall not apply in relation to the determination of values of monthly BSC Costs (of different types).

ANNEX D-5: NOT USED

AMENDMENT RECORD – SECTION D

Section D

Version 31.0

Effective Date: 07 November 2024

Modification Proposal	Approval Date	Implementation Date	Version
P415	06/10/23	07/11/24	31.0
P474	08/08/2024	01/10/2024	30.0
P454	27/02/24	05/02/24	29.0
P457	01/11/23	08/11/23	28.0
P450	12/01/23	23/02/23	27.0
P438	14/07/22	15/07/22	26.0
P423	30/09/21	07/10/21	25.0
P413	11/03/21	27/04/21	24.0
P396	16/01/20	05/11/20	23.0
P394 Self-Governance	12/12/19	27/02/20	22.0
P369	24/09/18	29/03/19	21.0
P344	24/08/18	28/02/19	20.0
P346 Self-Governance	10/11/16	01/04/17	19.0
ORD005¹	Secretary of State	01/08/14	18.0
P273	08/09/11	23/02/12	17.0
P254	18/05/10	25/05/10	16.0
P246	28/01/10	31/03/10	15.0
P228	22/01/09	01/04/09	14.0
P197	10/08/06	23/08/07	13.0
P208	16/01/07	22/02/07	12.0
P179	09/02/05	23/02/05	11.0
ADN002	02/02/05	09/02/05	10.0
P170	29/11/04	06/12/04	9.0
P124	18/05/04	01/12/04	7.0
ORD001	BETTA	01/09/04	8.0
P106	22/04/03	24/06/03	6.0
P78	09/09/02	11/03/03	5.0
P52	02/05/02	31/05/02	4.0
P46	14/05/02	22/05/02	3.0
P37	10/05/02	20/05/02	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION E: BSC AGENTS

1. GENERAL

1.1 Introduction

1.1.1 This Section E sets out:

(a) requirements that certain services be provided by BSC Agents;

(b) the role of BSCCo in contracting with BSC Agents;

(d) provisions relating to the BSC Services Manager.

1.1.2 It is a requirement of the Code that a person or persons should be appointed at all times by BSCCo for the purposes of providing certain services, necessary for giving effect to the Code, which are to be provided centrally (and not by Parties individually).

1.1.3 The services which are so required to be provided are specified in BSC Service Descriptions.

1.1.4 In this Section E references to Parties do not include BSCCo or the BSC Clearer.

1.2 BSC Agents

1.2.1 The person (or persons) for the time being appointed for the purposes of providing the services specified in a BSC Service Description is a BSC Agent. This does not include:

(a) BSCCo where BSCCo provides the Profile Administration Services;

(b) a person appointed pursuant to paragraph 1.2.7.

1.2.2 Subject to paragraph 1.2.3, a person may be appointed to act in the capacity of more than one BSC Agent.

1.2.3 The same person may be appointed to act as BSC Auditor and as BSCCo's agent (if any) in relation to the Qualification Process (or any part thereof), but subject thereto the person appointed as BSC Auditor and the person appointed as BSCCo's agent in relation to the Qualification Process (or any part thereof) shall not be appointed in the capacity of another BSC Agent.

1.2.4 A Party shall not be appointed as a BSC Agent.

1.2.5 The names by which each BSC Agent service is known in the Code, are set out below:

BSC Agent Service	Abbreviation
Settlement Administration Agent	SAA
Funds Administration Agent	FAA
Balancing Mechanism Reporting Agent	BMRA
Energy Contract Volume Aggregation Agent	ECVAA
Central Data Collection Agent	CDCA
Technical Assurance Agent	TAA
Central Registration Agent	CRA
Supplier Volume Allocation Agent	SVAA
Teleswitch Agent	-
BSC Auditor	-
Profile Administrator	-
Transmission Loss Factor Agent	TLFA

1.2.6 It is acknowledged that:

(a) BSCCo may appoint multiple persons to deliver each BSC Agent service and, subject to paragraph 1.2.7, each person so appointed shall be a BSC Agent; and

(b) where BSCCo has appointed more than one person to deliver a single BSC Agent service, it shall:

(i) reconfigure the relevant BSC Service Description to reflect the allocation of responsibilities between each person appointed pursuant to paragraph 1.2.6(a); and/or

(ii) divide the relevant BSC Service Description into separate documents to reflect the allocation of responsibilities between each person appointed pursuant to paragraph 1.2.6(a),

in each case in accordance with paragraph 1.5,

provided that BSCCo must consult with the Panel prior to taking any of the steps referred to in paragraph 1.2.6 (a) or (b).

1.2.7 For the purposes of Section E:

(a) BSC Agent Services means the services specified in a BSC Service Description or otherwise pursuant to the Code;

(b) Related Technology Services means any Technology Services that are, or may be, a BSC Agent Service but which are ancillary to the performance of Settlement processes, assurance services or audit services by a BSC Agent including, inter alia, data retention and help-desk services;

(c) Technology Services means technology services and products used by BSCCo in the performance of its functions including data and application hosting, service management, systems development, systems support and maintenance, infrastructure management and other related activities;

(d) Technology Services Provider means a person, not being a BSC Agent, who provides Technology Services.

1.2.8 Where BSCCo has appointed a Technology Services Provider to provide Related Technology Services for which a BSC Agent would otherwise be responsible:

(a) the relevant BSC Agent Contract may include provisions relieving the BSC Agent from the obligation to perform those Related Technology Services and relieving that BSC Agent from liability for breaches that, as a consequence, are beyond its reasonable control; and

(b) the provisions of this Section E shall not apply in respect of those Related Technology Services or the Technology Services Provider.

1.3 BSC Service Descriptions

1.3.1 With respect to each BSC Agent service, the BSC Service Description shall specify the services which are required to be provided by each person appointed as the BSC Agent for the purposes of the Code..

1.3.2 A BSC Service Description shall to the extent practicable specify the services to be provided by the BSC Agent by reference to those provisions of the Code and of any other Code Subsidiary Document which relate to the functions to be carried out by the relevant BSC Agent.

1.3.3 A BSC Agent Contract may provide for the BSC Agent to provide services (necessary for or reasonably incidental to giving effect to the Code) in addition to those set out in the BSC Service Description.

1.3.4 Subject to and in accordance with Section F3 (and subject also to paragraph 1.5), the Panel may from time to time, upon the recommendation of BSCCo or otherwise, amend a BSC Service Description (including adding or removing requirements thereunder).

1.3.5 Where a Code Modification is to be made, and/or the Panel decides to amend a BSC Service Description or other Code Subsidiary Document, BSCCo shall take all such steps (in accordance with the change management provisions in and otherwise in accordance with the BSC Agent Contract) as are available with a view to securing that the relevant BSC Agent Contract takes effect by reference to, and the BSC Agent is bound by, the Code as so modified or (as the case may be) the amended BSC Service Description or other Code Subsidiary Document, with effect from the date from which such modification or amendment is to take effect.

1.4 Data flows between certain BSC Agents

1.4.1 Where and for so long as the same person is appointed in the capacity of more than one BSC Agent:

(a) it is not necessary for Code Subsidiary Documents to contain data transfer provisions;

(b) such person in each such capacity of BSC Agent shall be assumed (for the purposes of the Code) to be in possession of all data and information of which it is in possession in any of such capacities, notwithstanding any data transfer provisions which are contained in the Code or any Code Subsidiary Document, but without prejudice to any requirements under the Code or any Code Subsidiary Document for validation of such data or information;

and for the purposes of this paragraph 1.4 data transfer provisions are provisions or procedures for the passing of data or information between one such BSC Agent and another.

1.4.2 Where paragraph 1.4.1 applies for the time being, but it is proposed that a BSC Agent Contract is to be entered into with a different person in the capacity of any such BSC Agent, the Panel shall first establish in Code Subsidiary Documents appropriate data transfer provisions (to the extent not already contained in the Code or Code Subsidiary Documents).

1.5 Reconfiguration and/or division of BSC Service Descriptions

1.5.1 If at any time BSCCo proposes to appoint multiple persons to deliver a BSC Agent service and to reconfigure or divide a BSC Service Description in accordance with paragraph 1.2.6 then, subject to paragraphs 1.5.2 and 1.5.3 (and notwithstanding Section F3):

(a) BSCCo shall reconfigure and/or divide the prevailing BSC Service Descriptions (including making minor consequential amendments in order to give effect to such reconfiguration and/or division) so as to reflect the allocation of responsibilities between the persons appointed to perform a BSC Agent service and to give effect to such proposal with effect from the amendment or execution of the relevant BSC Agent Contracts; and

(b) with effect from such reconfiguration and/or division:

(i) references to particular BSC Agents in the Code and Code Subsidiary Documents shall be construed consistent with such modified BSC Service Descriptions;

(ii) references to particular a BSC Agent in the Code and Code Subsidiary Documents shall be construed to be a reference to each person appointed to perform the relevant BSC Agent service (or part thereof); and

(iii) any reference to a particular BSC Service Description in the Code and Code Subsidiary Documents shall be construed to be a reference to the reconfigured BSC Service Description or to each separate document that comprises that BSC Service Description.

1.5.2 Except to the extent permitted by paragraph 1.5.1, any modification to a BSC Service Description shall be subject to the further provisions of the Code as to the amendment of BSC Agent Contracts and modification of BSC Service Descriptions, and subject to the requirements of Section F3.1.2 being complied with in respect of all BSC Service Descriptions taken together.

1.5.3 As soon as possible after reconfiguring or dividing a BSC Service Description, BSCCo shall notify the Panel, each Party and the Authority, and shall promptly publish such BSC Service Description(s).

1.6 Interpretation of Code

1.6.1 The Code sets out or describes certain functions of BSC Agents as obligations of those Agents (to be reflected in the terms of BSC Agent Contracts in accordance with paragraph 2.1.3), but it is acknowledged that (as BSC Agents are not party to the Framework Agreement) the Code does not of itself directly impose obligations on any person appointed as BSC Agent.

1.6.2 The failure of a BSC Agent to perform and discharge any of its functions as provided for in the Code shall not affect the rights and obligations of the Parties in respect of Settlement under the Code (so far as such rights and obligations are capable of being construed and determined notwithstanding such failure), but subject to the express provisions of the Code as to:

(a) the effect of Volume Allocation Runs and Settlement Runs (as provided in Section U2.6);

(b) the resolution of Trading Disputes;

(c) the consequences of an incorrect determination that a Trading Party is in Credit Default (as provided in Section M); and

(d) the implementation of Settlement in any case where data is not available or is invalid or in the case of any omission or error on the part of a BSC Agent;

and to any other provision of the Code which expressly addresses the consequences for Parties of such a failure.

2. ROLE OF BSCCO

2.1 General

2.1.1 It shall be the responsibility of BSCCo to ensure that there is at all times a person appointed as BSC Agent for the purposes of providing all of the services under each BSC Service Description.

2.1.2 BSCCo shall, subject to and in accordance with the further provisions of this Section E:

(a) select the person to be appointed as each BSC Agent;

(b) enter into (or accept an assignment or novation of) a contract with each person appointed as a BSC Agent;

(d) monitor, inspect and supervise the performance of the BSC Agent under each BSC Agent Contract;

(e) amend or vary each BSC Agent Contract as necessary or appropriate for the purposes of giving effect to the Code or in accordance with paragraph 1.3.5;

(f) where appropriate, exercise any rights of termination of each BSC Agent Contract; and

(g) upon expiry or termination of a BSC Agent Contract, extend or renew the contract or (in accordance with paragraphs (a) and (b)) select and appoint a different person as the BSC Agent.

2.1.3 Without prejudice to anything contained in a BSC Service Description, (and subject to the application of the change management procedures in that contract upon any Code Modification or change to a Code Subsidiary Document, and subject to paragraph 2.1.4):

(a) subject to paragraph 1.5, that the BSC Agent undertake all of the functions and responsibilities described:

(i) in the Code, and

(ii) any Code Subsidiary Document

as being functions and responsibilities of that BSC Agent (or which have been allocated to that BSC Agent pursuant to paragraphs 1.2.6 and 1.5);

(b) each BSC Agent Contract shall require the BSC Agent to:

(i) undertake the functions and responsibilities described in the Code as being functions and responsibilities applicable to BSC Agents generally; and

(ii) to the extent (if any) to which the Code provides any standard for or requirement as to the quality of such performance, that the BSC Agent performs its functions and responsibilities in accordance with such standard or requirement.

2.1.4 If a person proposed to be appointed as BSC Agent does not agree to enter into a BSC Agent Contract whose terms comply with paragraph 2.1.3, or seeks to introduce into a proposed BSC Agent Contract a term which in BSCCo’s reasonable opinion would qualify any such standard or requirement as is referred to in paragraph 2.1.3(b)(ii):

(a) BSCCo shall not enter into such BSC Agent Contract with such person without approval of the Panel;

(b) the Panel shall consult with Parties if and to the extent it considers appropriate (having regard to the significance of the matter to which the prospective BSC Agent objects) before giving such approval; and the Panel shall, where it considers it appropriate, deal with the matter as a modification to the relevant BSC Service Description;

(c) the Panel shall not in any event give such approval where the prospective BSC Agent objects to any material term of the proposed BSC Agent Contract included to comply with paragraph 2.1.3(a)(i).

2.1.5 Subject to paragraph 1.2.3, a single BSC Agent Contract may relate to services to be provided (by the person entering into such contract) in the capacity of more than one BSC Agent.

2.1.6 In accordance with Section C7.1.1, a BSC Agent Contract may be entered into by a Subsidiary of BSCCo (other than the BSC Clearer, save that this shall not prevent the BSC Clearer from being a party to a contract with the FAA).

2.1.7 Not used.

2.1.8 Nothing in this paragraph 2.1 requires that a BSC Agent Contract should prevent the relevant BSC Agent from sub-contracting the provision of any of the services to be provided thereunder, but without prejudice to paragraph 2.3.4.

2.2 Management of BSC Agent Contracts

2.2.1 BSCCo shall establish and from time to time amend and shall implement arrangements for the proper and efficient management of each BSC Agent Contract, and shall provide a copy of such arrangements (upon establishing or amending the same) to the Panel.

2.2.2 Without prejudice to the generality of paragraph 2.1.2(c), BSCCo shall:

(a) if under a BSC Service Description the BSC Agent may be required to provide on an ad-hoc or non-routine basis any service to or for the benefit of a Party individually (rather than Parties or any class of Parties collectively), order the provision of that service in accordance with the reasonable requests of any such Party but subject to that Party's compliance with any relevant procedural requirements, and account for the costs of ordering that service in accordance with any applicable provisions of Section D;

(b) where it is aware of circumstances in which such right or remedy has arisen, but only with the approval of the Panel and subject to recovery (from the individual Party or otherwise) of its costs of so doing on such basis as the Panel may decide, take reasonable steps to enforce any provision of a BSC Agent Contract which provides any right or remedy for or for the benefit of a Party individually (rather than Parties or any class of Parties collectively), keep that Party reasonably informed as to the steps being taken for such enforcement, and account to that Party for any amount recovered pursuant to such enforcement.

2.2.3 Nothing in paragraph 2.2.2 shall prevent a Party from ordering the provision of any service (under a BSC Agent Contract) directly from a BSC Agent in a case in which BSCCo has with the Panel's approval made arrangements with the BSC Agent under which:

(a) Parties (or Parties of any class) may directly order such services; and

(b) all of the charges of the BSC Agent referable to the provision of such service are to be met directly by (or charged as Specified BSC Charges to) the Party ordering the service.

2.2.4 BSCCo shall consult with the Panel before:

(a) commencing any proceedings or arbitration against a BSC Agent under a BSC Agent Contract, or

(b) agreeing a settlement in respect of any proceedings or arbitration (whether brought by BSCCo or the BSC Agent) or any claim by BSCCo or the BSC Agent which might otherwise lead to such proceedings or arbitration, or

and where the amount subject to such proceedings or arbitration or of such claim exceeds (or in BSCCo's reasonable opinion is likely to exceed) such threshold amount as the Panel may from time to time specify for the purposes of this paragraph 2.2.4, BSCCo shall obtain the approval of the Panel before doing any of the foregoing.

2.2.5 BSCCo shall:

(a) inform the Panel of any proceedings or arbitration commenced or threatened by a BSC Agent against BSCCo; and

(b) without prejudice to paragraph 2.2.4, keep the Panel informed as to the progress of and any settlement of any proceedings or arbitration with a BSC Agent (whether commenced by BSCCo or the BSC Agent);

(c) inform the Panel of any substantial and abnormal occurrences in or circumstances affecting the performance of any BSC Agent Contract.

2.2.6 BSCCo shall:

(a) in discussion with the Panel, establish and from time to time amend arrangements for reporting periodically to the Panel in respect of the management of each BSC Agent Contract and the performance of each BSC Agent thereunder;

(b) report to the Panel in accordance with such procedures and arrangements.

2.3 Contract Principles

2.3.1 BSCCo shall, in consultation with the Panel or any Panel Committee established for the purpose, establish and from time to time review and amend, a statement of the principles ("Contract Principles") by which BSCCo is to be guided in setting or agreeing the terms of BSC Agent Contracts or any amendments thereto.

2.3.2 Particular Contract Principles may apply in relation to one, some or all of the contracts entered or to be entered into with BSC Agents.

2.3.3 The Contract Principles shall be consistent with the objectives in Section B1.2.1, with Good Industry Practice and with the further requirements of the Code, and shall include principles as to at least the following matters:

(a) consistent with paragraph 2.4.1(a), the capacity of BSCCo (whether as principal, trustee or agent for the benefit of all or certain Parties, or otherwise) in entering into the contract, and the extent to which the Contracts (Rights of Third Parties) Act 1999 is to apply for the benefit of all or certain Parties;

(b) the principles and methods of pricing of services under the contract;

(d) the extent to which the BSC Agent is to be relieved from liability for breach resulting from circumstances beyond its reasonable control;

(e) the extent to which the terms of the contract, and information concerning the BSC Agent's performance, may be freely disclosed by BSCCo to Parties;

(f) the ownership of Intellectual Property Rights in materials produced by the BSC Agent pursuant to the contract;

(g) where a single person acts in the capacity of more than one BSC Agent, the extent to which the processes and systems employed by that person in each capacity are to be separated or capable of separation from each other;

(h) principles to apply where the BSC Agent sub-contracts performance of its obligations, and the extent (if any) to which the contract should restrict the ability of the BSC Agent to do so.

2.3.4 In setting or agreeing the terms of BSC Agent Contracts or any amendments thereto, BSCCo will seek to apply the applicable Contract Principles, and will obtain the consent of the Panel before knowingly departing in any material respect from the applicable Contract Principles.

2.4 Contract requirements

2.4.1 Each BSC Agent Contract shall contain terms which:

(a) give effect to the principle that Trading Parties should have the benefit of the main obligations of the BSC Agent under the contract, whether:

(i) by express provision to that effect in the contract, in which case the contract shall not contain provisions which would restrict the application of the Contracts (Rights of Third Parties) Act 1999 in relation to the relevant terms of the contract, but subject to paragraph 3.2.4;

(ii) by virtue of BSCCo entering into such contract (inter alia) as trustee for or agent for the benefit of Trading Parties;

or otherwise, save that, following BSCCo’s request to the Panel, the Panel may determine in its absolute discretion to approve the exclusion of the provisions of paragraph 2.4.1(a) (i) and (ii) above. The Panel:

(iii) shall, where it deems necessary, undertake a prior consultation with Parties; and

(iv) shall, where it has given an approval under this paragraph, determine the extent to which paragraphs 3.3.1, 3.3.2 and 3.3.4 should apply in respect of that BSC Agent and BSC Agent Contract, and may exclude any part of those paragraphs as a condition of its approval;

(b) provide that such contract may be assigned or novated, without consent of the BSC Agent, to any company acting as successor to BSCCo (and having no lesser financial standing than BSCCo) for the purposes of the Code;

(c) provide that the BSC Agent shall not make claims under or in respect of breaches of the BSC Agent Contract against any Party other than BSCCo; and

(d) reflect the requirement in paragraph 3.2.1;

(e) where such contract includes the supply of services in support of Permissible Activities pursuant to Sections C10 or C11:

(i) prevent the BSC Agent from terminating any part of a BSC Agent Contract that relates to the performance of BSC Agent services as a result solely of any breach by BSCCo of provisions relating to the supply of services by the BSC Agent in respect of Permissible Activities; and

(ii) to the fullest extent permitted by law, restrict BSCCo’s liability to the BSC Agent for any claim in damages or any other claim of a financial nature relating solely to the supply of services by the BSC Agent in support of Permissible Activities to the amounts payable under that BSC Agent Contract for those services.

2.5 Scottish Trading Arrangements

2.5.1 This paragraph 2.5 applies in relation to any BSC Agent Contract where under the terms of such contract the BSC Agent grants any licence to or otherwise confers any rights on BSCCo (for itself or for the benefit of Parties or otherwise) in respect of Intellectual Property Rights ("relevant IPRs") of the BSC Agent.

2.5.2 The BSC Agent Contract shall provide that, upon the request of the Authority, the BSC Agent will grant an equivalent licence or confer equivalent rights, or that BSCCo may grant a sub-licence or otherwise confer equivalent rights, in or to the relevant IPRs, to a designated person (for itself or for the benefit of Scottish Trading Parties) for the approved purposes in Scotland, on terms (as to payment, duration and otherwise) approved by the Authority.

2.5.3 For the purposes of paragraph 2.5.2:

(a) "Scottish Trading Parties" are persons who participate (in capacities equivalent to the capacity of any Party or class of Party under the Code) in any such arrangements as are described in Section F2.12;

(b) a designated person is a person designated by the Authority as fulfilling, in relation to such arrangements, a role equivalent to that of the BSC Agent or BSCCo;

(c) approved purposes are purposes in relation to such arrangements equivalent to the purposes for which the relevant IPRs are used in connection with the arrangements provided for in the Code.

2.6 Termination of BSC Agent Contracts

2.6.1 If BSCCo proposes:

(a) to exercise any right or take any other steps to terminate a BSC Agent Contract before its expiry;

(b) where BSCCo is aware that any such right has arisen, to waive such right;

(d) not, upon the expiry of a BSC Agent Contract, to extend or renew the contract

BSCCo shall so notify the Panel, and provide an explanation of its reasons for its proposal.

2.6.2 Where the exercise of a right or the taking of steps to terminate a BSC Agent Contract would, or (in BSCCo’s view, after taking legal advice) might, result in BSCCo being liable:

(a) to pay any amount (by way of fixed compensation or damages, or increases in fees or charges, or otherwise) which would not have been payable but for the exercise of such right or the taking of such steps, and/or

(b) to pay or continue to pay fees, charges or other amounts under the contract in respect of any period after the effective cessation of the provision of services thereunder

in an aggregate amount exceeding such threshold amount as the Panel may from time to time specify for the purposes of this paragraph 2.6.2, BSCCo shall not exercise such right or take such steps without the approval of the Panel.

2.7 Appointment of BSC Agents

2.7.1 Before commencing the procurement of a BSC Agent Contract, BSCCo will prepare, in discussion with the Panel, and obtain the Panel’s approval of a statement ("Procurement Approach Statement") of the approach to be adopted by BSCCo in the procurement and the criteria (consistent with the applicable Contract Principles) to be applied in competitively selecting the person to whom the contract will be awarded.

2.7.2 The Panel may (and if BSCCo so wishes, will) establish as a Panel Committee, or appoint a Panel Member as an observer, and set terms of reference (consistent with this paragraph 2.7) for, a committee ("Procurement Committee") or observer ("Procurement Observer") to advise BSCCo in connection with the conduct of the procurement and the award of the contract.

2.7.3 BSCCo shall:

(a) not vary the Procurement Approach without the approval of the Panel;

(b) conduct the procurement in accordance with the Procurement Approach Statement, and in particular award the contract in accordance with the criteria in the statement;

(c) where the Panel has established a Procurement Committee or appointed an Procurement Observer, keep the committee or observer informed of the conduct and progress of the procurement (generally and by reference to the Procurement Approach Statement), and consult with and seek the advice of the committee or observer, at intervals (including before and awarding the contract) and otherwise in accordance with the committee’s or observer’s terms of reference; and

(d) report to the Panel and (if appointed) Procurement Committee in respect of the outcome of the procurement and the award of the contract.

2.7.4 Without prejudice to any Legal Requirement, BSCCo shall not enter into a BSC Agent Contract except in compliance with this paragraph 2.7.

2.7.5 It is acknowledged that:

(a) pursuant to its obligations under Section C12.12, BSCCo appointed service providers to build new SVAA BSC Agent Systems that will, as part of MHHS Implementation transition activities, replace the legacy SVAA BSC Agent System (the "relevant service providers");

(b) it will reduce the risk to MHHS Implementation for the relevant service providers to deliver, during the MHHS Implementation transition period, the SVAA BSC Agent Services that have been implemented pursuant to MHHS Implementation (the "new SVAA BSC Agent Services"); and

(c) accordingly, and notwithstanding the provisions of this paragraph 2.7, it would be beneficial for the BSC Agent Contracts relating to new SVAA BSC Agent Services to be awarded to the relevant service providers.

2.7.6 Pursuant to paragraph 2.7.5, BSCCo may, with the prior approval of the Panel, directly award (without a competitive procurement) the initial BSC Agent Contracts relating to the new SVAA BSC Agent Services provided that such BSC Agent Contracts shall have a duration of no longer than 24 months following the completion of the MHHS Implementation transition (described as "M15" in the MHHS Implementation Timetable).

3. RELATIONSHIP BETWEEN PARTIES, BSCCO AND BSC AGENTS

3.1 General

3.1.1 The provisions of this paragraph 3 apply, inter alia, and the Parties agree that such provisions are desirable and appropriate, for the purposes of enabling BSCCo to conclude contracts with BSC Agents on reasonable terms and on an efficient basis, and ensuring that such contracts can be managed and enforced by BSCCo on a co-ordinated basis and in the interests of Parties collectively.

3.2 Status of BSC Agents

3.2.1 Unless expressly otherwise provided in the Code, a BSC Agent shall not, and BSCCo shall not authorise a BSC Agent to, act as agent for or make any commitment or incur any liability binding on any Party.

3.2.2 The rights and obligations of a BSC Agent shall be set out in the relevant BSC Agent Contract and nothing in the Code or any Code Subsidiary Document shall confer any rights or entitlements on any BSC Agent.

3.2.3 Without prejudice to the generality of Section H9.4, the Parties (including BSCCo and the BSC Clearer) do not intend:

(a) that any BSC Agent (or any agent, contractor or servant of a BSC Agent) shall have any rights, benefits, entitlements or privileges under the Code or any Code Subsidiary Document; and nothing in the Code or any Code Subsidiary Document shall be construed as conferring or purporting to confer any such right, benefit, entitlement or privilege on any such person; or

(b) that any term of the Code or any Code Subsidiary Document shall be enforceable by any BSC Agent (or any agent, contractor or servant of a BSC Agent) solely by virtue of the Contracts (Rights of Third Parties) Act 1999.

3.2.4 Each Party agrees that, in any case where by virtue of the Contracts (Rights of Third Parties) Act 1999 any term of a BSC Agent Contract is enforceable by or for the benefit of that Party, the consent of such Party shall not be required (and the BSC Agent Contract may provide that such consent is not required) to an amendment, variation or rescission of that BSC Agent Contract.

3.3 Role of BSCCo in contracting with BSC Agents

3.3.1 Where, whether by virtue of the application of the Contracts (Rights of Third Parties) Act 1999, or of BSCCo being party to any BSC Agent Contract as trustee for any Parties or agent (as to the benefit of such contract) for any Parties, or otherwise, any Party or Parties have any right, claim or entitlement against a BSC Agent pursuant to or in relation to any BSC Agent Contract:

(a) each Party hereby appoints and authorises BSCCo to act as its exclusive agent for the purposes of enforcing all rights, claims or entitlements which such Party may have pursuant to or in relation to any BSC Agent Contract, and agrees that BSCCo shall exclusively have the conduct of any proceedings in connection therewith, but subject to paragraphs 2.2.2(b) and 2.2.4;

(b) each Party agrees and undertakes with BSCCo and each other Party, and authorises BSCCo to commit as its agent and on its behalf to the BSC Agent, that such Party will not itself enforce or seek to enforce or take any action with a view to the enforcement of any such rights, claims or entitlements.

3.3.2 Each Party agrees and undertakes that BSCCo may contract with a BSC Agent on the basis that such Party waives and will not make or seek to enforce any claim in tort (including negligence, but not including any claim for fraud or in respect of liability for death or personal injury resulting from the BSC Agent's negligence) against any BSC Agent in relation to any BSC Agent Contract or any act or omission of the BSC Agent pursuant to or in relation to the BSC Agent Contract; provided that (without prejudice to paragraph 3.3.1) this shall not limit any such claim of a Party in a case in which a BSC Agent Contract is not made on such basis.

3.3.3 Where, under any provision of the Code, any Party or Parties expressly agree or undertake:

(a) to confer any permission, consent, approval, licence or right upon any BSC Agent, including without limitation in relation to access to or inspection of premises or Plant or Apparatus, or access to or the provision, use, copying or disclosure of any data, document or information; or

(b) (in accordance with paragraph 3.3.2 or pursuant to any other provision of the Code) to waive or release any BSC Agent from any possible liability (in tort including negligence or otherwise) to or claim by that Party or Parties

then BSCCo may confer, and is hereby authorised to act as agent of and on behalf of that Party or Parties in entering into the BSC Agent Contract for the purposes of conferring (subject to the express provisions of the Code in relation thereto) that permission, consent, approval, licence or right or waiver or release upon the BSC Agent (but in relation to paragraph (a), only for the purposes contemplated by the Code and subject to any restrictions or procedures provided for in or under the Code in relation thereto).

3.3.4 Each Party acknowledges that BSCCo may agree to indemnify a BSC Agent against any breach by the Party of its agreements and undertakings in paragraphs 3.3.1(b), 3.3.2 and 3.3.3; and each Party shall indemnify BSCCo in respect of any loss, liability, damages, costs (including legal costs), expenses, claims and proceedings which BSCCo may suffer or reasonably incur (pursuant to such indemnity or otherwise) by reason of any breach by that Party of its agreements and undertakings in paragraphs 3.3.1(b), 3.3.2 and 3.3.3.

3.3.5 Without prejudice to paragraph 3.3.1, but subject to the provisions of this Section E, where BSCCo is party to a BSC Agent Contract as agent for any Parties, BSCCo is hereby authorised by each Party as its exclusive agent to exercise any right, take any step and do any other thing pursuant to such BSC Agent Contract necessary or in BSCCo's opinion appropriate for the purposes of carrying out its functions (in accordance with this Section E) in respect of such BSC Agent Contract; provided that BSCCo is not thereby authorised to make any commitment or incur any liability on behalf of and in the name of such Party except with the Party's consent or in accordance with any express provision of the Code.

3.3.6 The authorities (to act as agent on behalf of Parties) conferred on BSCCo in this paragraph 3.3 are unconditional and irrevocable.

3.3.7 Without prejudice to paragraph 2.2.2(b), where BSCCo obtains or recovers any amount by way of damages or otherwise from a BSC Agent in respect of a breach of the BSC Agent Contract, and the Panel (on the application of any Party or otherwise) determines that it would be inequitable for all Trading Parties to benefit (by reason of such amount being applied to reduce BSC Costs in accordance with Section D4.1.1(a)(ii)) therefrom in their Main Funding Shares, the Panel may direct that such amount shall be applied in payment to Parties or particular Parties in such proportions as the Panel may determine, and BSCCo shall make such adjustments (in respect of BSCCo Charges or otherwise, and including where necessary not applying such amount to reduce BSC Costs) as shall be appropriate to give effect to the Panel's determination.

4. BSC SERVICES MANAGER

4.1 General

4.1.1 Except as expressly stated in this paragraph 4, the preceding provisions of Section E shall not apply to the BSC Services Manager or the BSC Services Manager Contract.

4.1.2 In this paragraph 4 references to Parties do not include BSCCo or BSC Clearer.

4.2 Appointment

4.2.1 Subject to paragraph 4.2.8, BSCCo may, from time to time, appoint a person to act as its agent for the purposes of discharging some or all of BSCCo’s powers, functions and responsibilities in accordance with Section C1.2 and as otherwise specified in the Code (the "BSC Services Manager"), provided that (notwithstanding the provisions of Section F) any amendments to the Code which seek to amend this paragraph 4.2.1 or paragraph 4.2.2 shall require the prior approval of the Board.

4.2.2 Without prejudice to paragraph 4.2.1, the BSC Clearer may discharge any of its powers, functions and responsibilities under the Code through (and by delegation to) the BSC Services Manager.

4.2.3 Subject to the provisions of this paragraph 4, BSCCo may do anything necessary for, or reasonably incidental to, the performance by the BSC Services Manager of the services under the relevant BSC Agent Contract ("BSC Services Manager Contract"), including the provision of such guarantees, indemnities or other assurances to or for the benefit of the BSC Services Manager or others under or in connection with any BSC Services Manager Contract as BSCCo considers appropriate.

4.2.4 Subject always to paragraphs 4.1.1 and 4.2.1, for the purposes of the Code:

(a) the BSC Services Manager shall be regarded as a BSC Agent;

(b) the BSC Services Manager Contract shall be regarded as a BSC Agent Contract;

(c) no person (or any Relevant Affiliate of such person) may perform the roles of the BSC Services Manager and any other BSC Agent at the same time; and

(d) a Party (and any Affiliate thereof) or a BSC Company shall not be appointed as the BSC Services Manager.

4.2.5 Subject to any contrary provision in the Code, BSCCo or relevant BSC Company (as the case may be) may in its absolute discretion grant or transfer such rights or interests held by BSCCo or relevant BSC Company (in their capacity as BSCCo or relevant BSC Company) on such terms as those entities deem appropriate to the BSC Services Manager (or otherwise make available the benefit of such rights or interests) to enable the BSC Services Manager to discharge its powers, functions and responsibilities under the Code.

4.2.6 For the purposes of the Code, each Party, the Panel and Panel Committees acknowledge and agree that the discharge of BSCCo’s functions and responsibilities or the exercise of BSCCo’s rights in accordance with the Code by the BSC Services Manager shall be treated as if such functions and responsibilities or rights had been discharged or exercised by BSCCo.

4.2.7 BSCCo shall, in its absolute discretion, be entitled to authorise the BSC Services Manager to act as agent, make any commitment and incur liabilities on behalf of BSCCo (including without limitation entering into contracts or other arrangements) to enable the BSC Services Manager to perform its functions and responsibilities subject to and in accordance with this paragraph 4 and the Code generally and in accordance with the BSC Services Manager Contract.

4.2.8 For the avoidance of doubt, BSCCo shall not delegate responsibility for the procurement and management of the BSC Services Manager Contract to a BSC Agent.

4.3 Role of BSCCo

4.3.1 Subject always to, any provision to the contrary in this paragraph 4, paragraph 4.2.1 and paragraph 4.3.2, the provisions of paragraphs 1.3, 1.5, 1.6 and 2 shall apply to the BSC Services Manager and the BSC Services Manager Contract.

4.3.2 BSCCo shall ensure that at all times it has sufficient resources (which in this paragraph 4.3.2 does not mean financial resources) to enable it to manage and administer any BSC Services Manager Contract and where it believes, from time to time, that it requires additional resources to meet its requirements it shall take such steps and procure such resources as are necessary as soon as is reasonably practicable.

4.4 Initial BSC Services Manager Contract

4.4.1 It is acknowledged that in respect of any initial contract between BSCCo and the BSC Services Manager ("Initial BSC Services Manager Contract") the provisions of paragraphs 2.3 and 2.7 shall not apply, provided that, notwithstanding any provision of Section F, paragraph 3, the Authority may, in its discretion, approve the creation of any new BSC Service Description related to the Initial BSC Services Manager Contract and/or the process to be adopted for such approval.

4.4.2 BSCCo shall, prior to the execution of any Initial BSC Services Manager Contract:

(a) without prejudice to paragraph 4.4.3, establish a statement of contract principles, to an appropriate level of detail to reasonably inform the Panel and Parties, by which BSCCo shall be guided in agreeing the terms of any Initial BSC Services Manager Contract ("the Initial BSC Services Manager Contract Principles"), provided that in doing so BSCCo shall not be obliged to disclose confidential information and/or information of a commercially sensitive nature;

(b) conduct a consultation with the Panel and Parties on the Initial BSC Services Manager Contract Principles and it shall have due regard to any representation made and not withdrawn during such consultation; and

(c) submit the terms of any proposed Initial BSC Services Manager Contract to the Authority and seek the Authority’s confirmation that it is satisfied that such terms fulfil all of the BSC Services Manager Criteria, and in the absence of such confirmation BSCCo shall not execute any Initial BSC Services Manager Contract.

4.4.3 The Initial BSC Services Manager Contract Principles shall include principles as to at least the following matters:

(a) the principles governing the pricing of services under the contract;

(b) liability and limitations or exclusions of liability for breach of the contract;

(d) the grounds for termination of the contract;

(e) the treatment of assets; and

(f) the principles governing the term of the contract.

4.5 Relationship between Parties and BSC Services Manager

4.5.1 The provisions of paragraphs 3.1.1, 3.2.1 and 3.3 shall apply to the BSC Services Manager and the BSC Services Manager Contract, subject to, and in accordance with, the BSC Services Manager Contract.

AMENDMENT RECORD – SECTION E

Section E

Version 12.0

Effective Date: 27 February 2025

Modification Proposal	Approval Date	Implementation Date	Version
P472	04/02/2025	27/02/25	12.0
P482	26/11/24	28/11/24	11.0
P456	10/10/23	09/11/23	10.0
P450	12/01/23	23/02/23	9.0
P350	24/03/17	01/04/18	8.0
ORD005¹	Secretary of State	01/08/14	7.0
P284	17/09/12	18/09/12	6.0
P257	20/09/10	04/11/10	5.0
P197	10/08/06	23/08/07	4.0
P133	23/12/03	02/01/04	3.0
P46	14/05/02	22/05/02	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION F: MODIFICATION PROCEDURES

1. MODIFICATION OF THE CODE

1.1 Modification

1.1.1 Subject to paragraph 1.1.8, the Code may be modified from time to time (and may only be modified) pursuant to:

(a) the ESO Licence; and

(b) the Articles 4, 5, 6 and 10 of the Guideline on Electricity Balancing, to the extent that any provisions of the Code also constitute EBGL Article 18 terms and conditions.

1.1.2 Upon service by the NETSO to the Modification Secretary of a notice of modification signed by the NETSO in accordance with a direction of the Authority issued pursuant to the ESO Licence (which may, where applicable, incorporate a direction of the Authority issued pursuant to paragraph 4 of Article 5 of the Guideline on Electricity Balancing in relation to the EBGL Article 18 terms and conditions):

(a) the Code shall be modified in accordance with the terms of such notice; and

(b) the Modification Secretary shall forthwith copy such notice to:

(i) each Party;

(ii) each Panel Member;

(iii) the Authority;

(iv) each BSC Agent; and

(v) each Industry Code Owner.

1.1.3 Subject to paragraph 2.11.8, a modification of the Code shall take effect from the time and date specified in the notice referred to in paragraphs 1.1.2 and 6.3.3 or, in the absence of any such time and date, from 00:00 hours on the day next following the date of service of such notice to the Modification Secretary (without prejudice to the Implementation Date. the Self-Governance Implementation Date or the Fast Track Self-Governance Implementation Date (as the case may be), if different).

1.1.4 If the NETSO is notified by the Authority that the Authority does not intend to direct the NETSO to make a modification following submission of a Modification Report pursuant to paragraph 2.7.6, the NETSO shall notify the Modification Secretary and the Modification Secretary shall notify each of the persons referred to in paragraph 1.1.2(b) accordingly.

1.1.5 Paragraphs 1, 2, 5, 6, 7 and 8 of this Section F set out:

(a) the procedures for modification of the Code as required by the ESO Licence; and

(b) the additional requirements for amending the EBGL Article 18 terms and conditions pursuant to Articles 4, 5, 6 and 10 of the Guideline on Electricity Balancing.

1.1.6 A modification made pursuant to and in accordance with paragraph 1.1.2 shall not be impaired or invalidated in any way by any failure to comply with or give effect to the succeeding provisions of this paragraph 1 and/or the provisions of paragraph 2.

1.1.7 Not used.

1.1.8 The provisions of this paragraph 1.1 are subject to paragraphs 6.3 and 6.4.6.

1.1.9 Notwithstanding paragraph 2 and subject to paragraph 1.1.10, the following Code provisions may not be amended without the prior written consent of the Secretary of State:

(a) paragraphs 1.1.9, 1.1.10, 1.6.1B, 1.6.3(e), 1.6.3(f), 1.9.3, 2.1.1(e), 2.1.1(f), 2.1.10(a)(viii), 2.7.6(b)(iii) and paragraph 1(d)(vii) of Annex F-1;

(b) any paragraph in this Section F to the extent only that it makes reference to the persons referred to in paragraph 1.9.3 or refers to the Capacity Market Rules and/or the AF Rules;

(c) Sections C1.2.1B, C11, paragraphs 1.1 and 1.2 of Annex C-1, Section D7, Section K3.1.2A, Section K3.1.8, Sections K3.3.12 to K3.3.14 (inclusive), Section L7.6.1A, Sections S2.4.1(i), S2.9 , S2.10 and S4.1.1(f), Section V5 and Section W1.5.3;

(d) all terms and expressions that are defined in Annex X-1 and that are used only in the Code provisions specified in paragraphs 1.1.9(a), (b) and (c); and

(e) any reference elsewhere in the Code to a CFD Settlement Services Provider, a CfD Counterparty, a Contract for Difference, a CM Settlement Services Provider, the CM Settlement Body, the Capacity Market Rules and/or an EMR Legal Requirement.

1.1.10 Minor modifications (for example, any necessary changes to formatting, paragraph numbering and references to other paragraphs in the Code) to the Code provisions specified in paragraph 1.1.9 that are required as a consequence of a Modification Proposal may be made without the prior written consent of the Secretary of State to the extent necessary to implement that Modification Proposal.

1.1.11 Where a Modification Proposal includes a proposal to amend the EBGL Article 18 terms and conditions:

(a) the Modification Procedures set out in this Section F shall also constitute the procedures for amending or supplementing the EBGL Article 18 terms and conditions for the purposes of Articles 4, 5, 6 and 10 of the Guideline on Electricity Balancing (the "EBGL Amendment Procedures");

(b) that Modification Proposal, the Proposed Modification and any Alternative Modification shall, in accordance with paragraph 2.2.3(d)(iii) or paragraph 2.6.13(b)(iv), constitute proposal(s) to amend the EBGL Article 18 terms and conditions for the purposes of the EBGL Amendment Procedures;

(c) an Approved Modification shall, to the extent that such modification includes an amendment to the EBGL Article 18 terms and conditions, also constitute an amendment to the EBGL Article 18 terms and conditions that has been approved by the relevant regulatory authority for the purposes of the EBGL Amendment Procedures;

(d) any reference to the Code in this Section F shall include, where appropriate, a reference to the EBGL Article 18 terms and conditions.

1.2 Role of the Panel, BSCCo and the Modification Secretary

1.2.1 The Panel shall be responsible for the operation of the Modification Procedures in accordance with the provisions of the Code and, in respect of amendments to the EBGL Article 18 terms and conditions, pursuant to the EBGL Delegation Letter.

1.2.2 Without prejudice to the generality of Section B1.2.1 and to the further provisions of this Section F, the Panel shall endeavour at all times to operate the Modification Procedures:

(a) in an efficient, economical and expeditious manner, taking account of the complexity, importance and urgency of particular Modification Proposals;

(b) with a view to ensuring that the Code facilitates achievement of the Applicable BSC Objective(s);

(c) (subject always to Section H1.5.1) to the extent relevant, in a manner that is consistent with the Code Administration Code of Practice Principles; and

(d) having had regard to the impact of Modification Proposals which seek to amend or supplement the EBGL Article 18 terms and conditions on the EBGL Objectives.

1.2.3 BSCCo shall be responsible for implementing Approved Modifications in accordance with the provisions of the Code (on the terms set out in this Section F).

1.2.4 Without prejudice to the generality of Section C1.2 and to the further provisions of this Section F, BSCCo shall implement Approved Modifications in an efficient, economical and expeditious manner and (subject to paragraph 2.11.8) in accordance with the Implementation Date contained in the notice referred to in paragraph 1.1.2.

1.2.4A BSCCo shall be responsible for providing assistance in relation to the Modification Procedures, insofar as is reasonably practicable and on reasonable request, to any of the persons referred to in paragraph 2.1.1 including assistance with:

(a) drafting a Modification Proposal;

(b) understanding the operation of the Code;

(c) such persons’ involvement in, and representation during, the Modification Procedures (including, for the avoidance of doubt, Panel and/or Workgroup meetings); and

(d) accessing information relating to Modification Proposals, Approved Modifications and/or Code Modifications.

1.2.5 The Panel shall be assisted by a secretary (to be known as the "Modification Secretary"), who shall be a person nominated and provided by BSCCo (and may but need not be the same person as the Panel Secretary) and who shall be responsible for the administration of the Modification Procedures.

1.2.6 In respect of amendments to the EBGL Article 18 terms and conditions, the Panel and BSCCo shall be responsible for performing the tasks delegated to them by the NETSO pursuant to the EBGL Delegation Letter, in each case in accordance with the provisions of the Code.

1.3 Modification Register

1.3.1 The Panel shall establish and maintain a register (the "Modification Register") which shall record, in such form as the Panel may determine, the matters set out in paragraph 1.3.3.

1.3.2 The purpose of the Modification Register shall be to assist the Panel in the operation of the Modification Procedures and to enable Parties and interested third parties to be reasonably informed of the progress of Modification Proposals and Approved Modifications from time to time.

1.3.3 The Modification Register shall record in respect of current outstanding Modification Business:

(a) details of each Modification Proposal (including the name of the Proposer, the date of the Modification Proposal and a brief description of the Modification Proposal);

(b) whether each Modification is an Urgent Modification Proposal;

(c) the current status and progress of each Modification Proposal and the anticipated date for reporting to the Authority in respect thereof;

(d) the current status and progress of each Approved Modification; and

(e) such other matters as the Panel may consider appropriate from time to time in order to achieve the purposes set out in paragraph 1.3.2; and

(f) whether a Modification Proposal has been assessed pursuant to the Modification Procedures as amending, or likely to amend, the EBGL Article 18 terms and conditions.

1.3.4 The Modification Register (as updated from time to time and indicating the revisions since the previous issue) shall be published on the BSC Website or (in the absence, for whatever reason, of the BSC Website) in such other manner and with such frequency (being not less than once per month) as the Panel may decide in order to bring it to the attention of Parties and interested third parties.

1.3.5 The Modification Register shall include details of:

(a) each Modification Proposal which has been withdrawn pursuant to paragraph 2.1.12(a) or paragraph 2.1.12A or rejected by the Authority;

(b) each Approved Modification which has been implemented; and

(i) has been the subject of a notice from the NETSO either pursuant to paragraphs 1.1.2 or 1.1.4; and

(ii) is the subject of a Relevant Challenge,

for a period of three months after such withdrawal, rejection or implementation, (and in the case of a Modification Proposal as described in sub-paragraph (c) determination of the relevant appeal or judicial review), or such longer period as the Panel may determine.

1.4 Monthly Progress Report

1.4.1 The Panel shall prepare and submit to the Authority each month a progress report (to be known as the "Monthly Progress Report") setting out the matters referred to in paragraph 1.4.2 in respect of the preceding month.

1.4.2 The Monthly Progress Report shall contain:

(a) details of any proposal which has been refused pursuant to paragraph 2.1.3 or paragraph 2.1.4;

(b) the current version of the Modification Register;

(i) the priority which the Panel is proposing to accord or is according to the Modification Proposals contained in the Modification Register (in accordance with paragraph 2.2.3);

(ii) the scheduling and timetable for consideration of each Modification Proposal and completion of the Modification Report in respect thereof in the context of all other current Modification Proposals;

(iii) the impact of the priority accorded to each Modification Proposal by reference to each other pending Modification Proposal;

(d) details of any decision to amalgamate Modification Proposals in accordance with paragraph 2.3;

(e) details of any decision to suspend a Definition Procedure or an Assessment Procedure in relation to a particular Modification Proposal and to proceed directly to the Report Phase in accordance with paragraph 2.2.11;

(f) details of any circumstances which lead the Panel to believe that the Implementation Date for an Approved Modification is unlikely to be met or should be brought forward and, if so, why;

(g) such other matters as the Authority may request to be included from time to time;

(h) details of any decision of the Panel to recommend a Conditional Implementation Date in relation to any Modification Proposal as described in paragraph 1.3.5(c); and

(i) the basis for each of the decisions referred to above (including, where applicable, the cost and other implications of those decisions).

1.4.3 If, following discussion with the Panel, the Authority issues a notice to the Modification Secretary requesting the Panel (in relation to developments and changes highlighted in the Monthly Progress Report):

(a) not to reject a Modification Proposal pursuant to paragraph 2.1.4; and/or

(b) not to amalgamate Modification Proposals as set out in the Monthly Progress Report; and/or

(c) to accord a different priority to particular Modification Proposals from that set out in the Monthly Progress Report; and/or

(d) to amend the timetable for definition and/or assessment and evaluation of a Modification Proposal,

the Panel shall comply with such notice.

1.4.4 The Modification Secretary shall publish each Monthly Progress Report on the BSC Website within seven Business Days after it is sent to the Authority, provided that the Modification Secretary shall exclude therefrom any matters in respect of which the Authority issues a notice to the Modification Secretary for the purposes of this paragraph 1.4.4.

1.5 Standing Lists

1.5.1 The Panel shall establish and maintain a list of persons with relevant experience and/or expertise who may be willing to be members of a Workgroup established pursuant to paragraph 2.4.

1.5.2 Parties may submit suggestions to the Panel for suitable candidates to be included on such list (together with details of their relevant experience and/or expertise).

1.5.3 It is expected that Parties shall make available a reasonable level of suitably qualified personnel to act as members from time to time of Workgroups established by the Panel pursuant to paragraph 2.4.

1.6 Change Co-ordination

1.6.1 The Panel shall establish (and, where appropriate, revise from time to time) joint working arrangements, consistent with any IS Policies relating to change co-ordination, with each Industry Code Owner to facilitate the identification, co-ordination, making and implementation of change to Industry Codes consequent on a Code Modification in a full and timely manner.

1.6.1A Not Used.

1.6.1B The Panel shall establish (and, where appropriate, revise from time to time) joint working arrangements, consistent with any IS Policies relating to change co-ordination, with:

(a) the Secretary of State, the CM Settlement Body and any CM Settlement Services Provider (as applicable) to facilitate the identification of potential inconsistencies between a Code Modification and the Capacity Market Documents; and

(b) the Secretary of State to facilitate the identification of potential inconsistencies between a Code Modification and the CFD Documents,

in each case, in a full and timely manner.

1.6.2 The working arrangements referred to in paragraphs 1.6.1 and 1.6.1B shall be such as enable the consideration, development and evaluation of Modification Proposals, and the implementation of Approved Modifications, to proceed in a full and timely manner and enable:

(a) changes to Industry Codes consequent on a Code Modification to be made and given effect wherever possible (subject to any necessary consent of the Authority) at the same time as such Code Modification is made and given effect; and

(b) potential inconsistencies between the Code Modification and the Capacity Market Documents and/or the CFD Documents (as applicable) to be raised with the CM Settlement Body, the CM Settlement Services Provider and the Secretary of State (as applicable).

1.6.2A Without prejudice to the generality of paragraph 1.6.1, BSCCo shall ensure that:

(a) it makes available one or more representatives to be included in the Cross Code Steering Group; and

(b) those representatives have the appropriate skills, knowledge and experience to participate in the Cross Code Steering Group, having regard to the Cross Code Steering Group Terms of Reference.

1.6.2B In respect of changes that impact more than one Energy Code, paragraph 1.6A shall apply.

1.6.2C BSCCo shall ensure that the REC Meta Data for all relevant REC Market Messages and REC Data Items utilised under the Code are defined within the Energy Market Data Specification administered in accordance with the REC Change Management Schedule.

1.6.3 For the purposes of this Section F:

(a) "Core Industry Documents" shall have the meaning ascribed to such term in the ESO Licence;

(b) Not used;

(d) Not Used;

(e) "Capacity Market Documents" means the Capacity Market Rules, The Electricity Capacity Regulations 2014 and any other regulations made under Chapter 3 of Part 2 of the Energy Act 2013 which are in force from time to time; and

(f) "CFD Documents" means the AF Rules, The Contracts for Difference (Allocation) Regulations 2014, The Contracts for Difference (Definition of Eligible Generator) Regulations 2014 and The Contracts for Difference (Supplier Obligation) Regulations 2014 and any other regulations made under Chapter 2 of Part 2 of the Energy Act 2013 which are in force from time to time.

1.6.4 The Parties shall comply with the procedures set out in any IS Policies relating to the co-ordination of change, including ensuring that a person is appointed within their organisation with overall responsibility for changes to the Code and Code Subsidiary Documents.

1.6A Changes that impact multiple Energy Codes

1.6A.1 For the purposes of this Section F:

(a) "Cross Code Change Package" means a group of changes to Energy Codes consisting of a modification to a Lead Code and one or more Consequential Changes;

(b) "Cross Code Steering Group" means the group of that name described in the Change Management Schedule to the REC;

(c) "Consequential Change" means a modification proposal to an Energy Code which the Cross Code Steering Group has designated as such, and which they consider is necessary to give full and timely effect to a potential modification to a different Energy Code;

(d) "Lead Code" means the Energy Code which the Cross Code Steering Group has designated as being the Lead Code for the purpose of progressing a modification proposal that is likely to have an impact on any other Energy Codes;

(e) "Energy Code" means a code or agreement specified as such in the Cross Code Steering Group’s terms of reference;

(f) "Energy Market Data Specification" has the meaning given to the term "Data Specification" in the REC;

(g) "REC Data Item" has the meaning given to the term "Data Item" in the REC;

(h) "REC Market Message" has the meaning given to the term "Market Message" in the REC;

(i) "REC Meta Data" means the meta data described in the Energy Market Data Specification;

1.6A.2 In respect of a Modification Proposal that forms part of a Cross Code Change Package, where the Cross Code Steering Group determines that the Code is to be the Lead Code for that Modification Proposal:

(a) BSCCo and the Panel shall progress that Modification Proposal in accordance with the modification procedures;

(b) BSCCo shall coordinate with the code administrators of the other affected Energy Codes so that they can manage the processes under their Energy Codes in parallel with the Modification Procedures;

(i) approves that Modification Proposal pursuant to paragraph 6; and

(ii) one or more of the associated Consequential Changes raised under another Energy Code is not approved,

the Panel shall, within thirty days of its decision to approve a Modification Proposal, take one of the steps described in paragraph 1.6A.3.

1.6A.3 Where the circumstances referred to in paragraph 1.6A.2(c) have occurred the Panel shall:

(a) refer the Modification Proposal to the Authority (and, as a result, all Consequential Changes shall also be referred to the Authority pursuant to the provisions of the relevant Energy Code(s));

(b) determine that the Modification Proposal is not approved and will not be implemented; or

(c) refer the Modification Proposal to the Proposer or (if the Assessment Procedure has been followed) the Workgroup in accordance with paragraph 1.6A.5(c).

1.6A.4 In respect of a Modification Proposal that forms part of a Cross Code Change Package, where the Cross Code Steering Group determines that another Energy Code is to be the Lead Code, BSCCo and the Panel shall progress the Consequential Change to this Code in accordance with the Modification Procedures, in accordance with the following:

(a) BSCCo and the Panel shall, as far as reasonably possible, progress the Consequential Change to this Code in parallel with the modification to the Lead Code, and subject to the timetable to be determined under the Lead Code;

(b) in respect of a Self-Governance Modification Proposal, the Modification Proposal comprising the Consequential Change to this Code shall only be deemed to be approved where:

(i) the Panel approves that Modification Proposal pursuant to paragraph 6; and

(ii) the modification to the Lead Code is approved,

in each case, and where applicable, subject to the appeal mechanisms available under the respective Energy Codes for self-governance modifications;

(c) where the modification to the Lead Code is approved, and one or more Consequential Changes are rejected, the Lead Code may refer the modification to that Energy Code to the Authority in which case the Consequential Change to this Code shall also be deemed to be referred to the Authority for decision;

(d) where the Panel has rejected the Consequential Change to this Code or the modification to the Lead Code is to be amended to facilitate the approval of the applicable Cross Code Change Package, the Panel may refer the Modification Proposal to the Proposer or (if the Assessment Procedure has been followed) the Workgroup in accordance with paragraph 1.6A.5(c);

(e) subject to paragraph 1.6A.4(d), where the modification to the Lead Code is rejected, the Consequential Change to this Code shall be deemed to be not approved and such Modification Proposal will not be implemented.

1.6A.5 For the purposes of this Section F:

(a) where the Panel makes a recommendation pursuant to paragraph 2.7.7 or a determination pursuant to paragraph 6 in respect of a Modification Proposal forming part of a Cross Code Change Package (or which is otherwise consequential to a change to a Core Industry Document), the Panel’s recommendation or determination may be conditional on the approval of the associated changes or modifications to other Energy Codes or Core Industry Documents;

(b) where a Self-Governance Modification Proposal has been referred to the Authority under paragraph 1.6A.3(a) or 1.6A.4(c), the Panel’s determination under paragraph 6 shall, for the purposes of the Code, be treated as a Modification Report containing a recommendation of the Panel pursuant to paragraph 2.7.7; and

(c) where a Modification Proposal has been referred back to a Proposer or a Workgroup under paragraph 1.6A3(c) or 1.6A4(d), that referral shall be for the purposes of varying the Modification Proposal (and in making such referral, the Panel may give to the Proposer or Workgroup such guidance as it considers necessary to enable the Proposer or Workgroup to amend the Modification Proposal in such a way as would facilitate the approval(s) of that Modification Proposal and the relevant Cross Code Change Package).

1.7 Role of the NETSO

1.7.1 If the Authority issues a direction to the NETSO pursuant to condition E1 of the ESO Licence in the circumstances described in paragraph 1.7.3, the following provisions shall apply in relation to a particular Modification Proposal or Approved Modification:

(a) the NETSO shall be entitled to, and shall, assume responsibility for the Modification Procedures to the extent, on the terms and for the period set out in such direction;

(b) the Panel, the Panel Chair, the Modification Secretary and BSCCo shall provide such assistance to the NETSO and shall take such steps as the NETSO may reasonably request to enable the NETSO to comply with such direction (and, in the case of BSCCo, such assistance shall include the provision at the cost of BSCCo of all necessary data, facilities, suitably qualified staff and other support and the exercise and enforcement, at the request of the NETSO, of relevant rights under the BSC Agent Contracts);

(c) subject to paragraph 1.7.1(b), the powers, functions and duties of the Panel, the Panel Chair, the Modification Secretary and BSCCo in relation to the Modification Procedures shall be suspended to the extent and for the period that the NETSO is to assume responsibility for the Modification Procedures as set out in such direction;

(d) the NETSO shall assume (and there are hereby conferred on the NETSO) the powers, functions and duties of the Panel, the Panel Chair, the Modification Secretary and BSCCo in relation to the Modification Procedures to the extent and for the period that the NETSO is to assume responsibility for the Modification Procedures as set out in such direction;

(e) the NETSO shall operate the Modification Procedures in accordance with the provisions mutatis mutandis of this Section F and having regard, wherever possible, to the provisions of Section B and Section C as they relate to the Modification Procedures;

(f) the costs and expenses of the NETSO properly incurred in the operation of the Modification Procedures pursuant to such direction (as approved by the Authority) shall be paid by BSCCo to the NETSO and recovered by BSCCo from Trading Parties in accordance with the provisions of Section D;

(g) the benefit of Section B2.9.1 shall be extended to apply to the NETSO, as if references to a Panel Member were to the NETSO, to the extent that the NETSO is carrying out the functions of the Panel pursuant to this paragraph 1.7.

1.7.2 The NETSO shall notify the Modification Secretary as soon as possible after receipt of any direction referred to in paragraph 1.7.1 and the Modification Secretary shall copy such direction forthwith to:

(a) each Party;

(b) each Panel Member;

(d) each BSC Agent; and

(e) where the Modification Proposal or Approved Modification affects a Core Industry Document and/or the System Operator-Transmission Owner Code, the relevant Core Industry Document Owner and/or the STC Committee respectively.

1.7.3 The circumstances referred to in paragraph 1.7.1 are that:

(a) in the Authority's opinion, the Panel and/or BSCCo is failing or is likely to fail in any material respect to comply with the provisions of this Section F as they relate to the operation of the Modification Procedures and/or the implementation of Approved Modifications in respect of a particular Modification Proposal or Approved Modification; and

(b) the Authority has given notice to the Modification Secretary requiring the Panel or BSCCo (as the case may be) to comply with such provisions within the time specified in such notice; and

(c) the Panel or BSCCo (as the case may be) fails to do so in any material respect within the time specified in such notice (or such longer period as the Authority may agree).

1.7.4 The Modification Secretary shall copy any notice given pursuant to paragraph 1.7.3 to:

(a) each Party; and

(b) each Panel Member.

1.8 Transitional Arrangements

1.8.1 The provisions of this Section F as they relate to modification of the Code shall be suspended for the period set out in the Implementation Scheme.

1.8.2 If the Code is modified pursuant to the Implementation Scheme, the Panel may following the Go-live Date or, at the request of any Party, shall order a review of such modification to be carried out by a Workgroup, on such terms as the Panel may decide, within three months after the Go-live Date in order to assess whether the purpose of the modification could be achieved more efficiently in another way.

1.8.3 For the purposes of paragraph 1.8.2, the provisions of paragraph 2.4 shall apply mutatis mutandis to the establishment and conduct of a Workgroup charged with undertaking a review pursuant to paragraph 1.8.2.

1.8.4 The results of the review referred to in paragraph 1.8.2 shall be sent to the Authority and to each person referred to in paragraph 1.1.2(b) and published by the Panel in such manner as the Panel sees fit.

1.9 Interpretation

1.9.1 For the purposes of this Section F, in relation to an Approved Modification, 'implement' (and derivative terms) shall mean 'bring into operational effect'.

1.9.2 A reference in any provision of the Code to the "Relevant Implementation Date" is to the Implementation Date of the Approved Modification pursuant to which that provision (in its current form) applies.

1.9.3 For the purposes of this Section F, in relation to the consultation of interested third parties, the term ‘interested third parties’ shall include the Secretary of State, a CfD Counterparty, the CM Settlement Body, a CFD Settlement Services Provider and any CM Settlement Services Provider.

1.9.4 For the purposes of this Section F, "Code Embedded DIP Rule" means:

(a) paragraphs 1.9.4, 1.9.5, 2.1.1(j), 2.6.6(f), 2.7.7(f) and 2.8A of this Section F and Annex F-1 1(k)(v);

(b) Section C3.1.1(z), Section D2.1.1(b)(v), Section D4.7, Section D6.7, Section H1.2.1(c), Section H1.3A , Section H3.2.1(g);

(c) any reference elsewhere in the Code to the DIP Applicable Objectives, the DIP Manager, the DIP Change and Advisory Board (DCAB), the DIP Rules or the DIP Supplement; and

(d) all terms and expressions that are defined in the DIP Rules or are defined in Annex X-1 and that are used only in the Code provisions specified in paragraphs 1.9.4(a), (b) and (c).

1.9.5 For the purposes of this Section F, in relation to the consultation of interested third parties, the term ‘interested third parties’ shall include the DIP Manager.

2. CODE MODIFICATION PROCEDURES

2.1 Modification Proposals

2.1.1 A proposal to modify the Code may be made by any of the following:

(a) a Party (other, subject to paragraph 2.1.1(i) and (j), than BSCCo or the BSC Clearer);

(b) Citizens Advice and Consumer Scotland;

(c) such other Third Party Proposers as may be designated in writing for this purpose by the Panel from time to time in accordance with paragraph 2.1A;

(d) the Panel:

(i) on the recommendation of BSCCo in accordance with Section C3.8.8 or Section H9.8;

(ii) subject to paragraph 2.1.1(i), on the recommendation of BSCCo following receipt by BSCCo of a change request proposing a change to a Core Industry Document and/or the System Operator-Transmission Owner Code which would, if made, have an impact on the Code;

(iii) on the recommendation of BSCCo where BSCCo becomes aware of a change in circumstances, since approval of a Proposed Modification, which would make the implementation of that Approved Modification impossible or significantly more costly than anticipated at the time such Modification was approved or no longer relevant;

(iv) on the recommendation of BSCCo to rectify manifest errors in or to correct minor inconsistencies (or make other minor consequential changes) to the Code;

(v) on the recommendation of the Trading Disputes Committee in consequence of a Trading Dispute;

(vi) on the recommendation of the Performance Assurance Board in accordance with Section Z8.2;

(vii) on the recommendation of a report in relation to a VoLL Review in accordance with Section T1.12;

(viii) on the recommendation of a report in accordance with paragraph 3.1.7 of Annex C-2; or

(ix) in order to address the findings of a review conducted by the Panel in accordance with Section F2.1A.8,

provided that, where the Panel decides to make a proposal in any of the circumstances set out in paragraphs (i) to (viii), such proposal shall be without prejudice to the Panel's decision, pursuant to paragraph 2.7, as to whether or not to recommend to the Authority that such modification should be made;

(e) a CfD Counterparty to reflect a proposed change to the CFD Arrangements which would, if made, have an impact on the Code;

(f) the CM Settlement Body to reflect a proposed change to the CM Arrangements which would, if made, have an impact on the Code;

(g) the Authority in relation to modifications which it reasonably considers are necessary to comply with or implement the Electricity Regulation and/or any relevant legally binding decisions of the European Commission and/or the Agency, but a binding decision does not include a decision that is not, or so much of a decision that is not, Assimilated Law;

(h) the Authority in relation to a Modification Proposal that is in respect of a Significant Code Review;

(i) the REC Code Manager or BSCCo in respect of a Modification Proposal that has been designated as a Consequential Change to this Code by the Cross Code Steering Group; and

(j) the DIP Manager and any DIP User (even where not a Party) in relation only to a Modification Proposal that amends the DIP Supplement or to a Code Embedded DIP Rule.

2.1.2 A proposal made pursuant to paragraph 2.1.1 shall be submitted in writing in accordance with BSCP40, and shall contain the following information in relation to such proposal:

(a) the name of the Proposer;

(b) the name of the representative of the Proposer (and their alternate) who shall represent the Proposer in person for the purposes of this paragraph 2;

(c) a description (in reasonable but not excessive detail) of the issue or defect which the proposed modification seeks to address;

(d) a description (in reasonable but not excessive detail) of the proposed modification and of its nature and purpose;

(e) where possible, an indication of those parts of the Code which would require amendment in order to give effect to (and/or would otherwise be affected by) the proposed modification and an indication of the nature of those amendments or effects;

(f) the reasons why the Proposer believes that the proposed modification would better facilitate achievement of the Applicable BSC Objective(s) as compared with the then current version of the Code and an indication of the impact of the proposed modification on greenhouse gas emissions where the Proposer believes that such impact is likely to be material;

(g) where possible, an indication of the impact of the proposed modification on Core Industry Documents and/or the System Operator-Transmission Owner and/or an Industry Code and an indication of potential inconsistencies of the proposed modification with the Capacity Market Documents and/or the CFD Documents;

(h) where possible, an indication of the impact of the proposed modification on BSC Systems and on other relevant computer systems and processes used by Parties;

(i) where the Proposer has recommended that the proposal should be treated as an Urgent Modification Proposal in accordance with paragraph 2.9, its reasons why the proposal should be treated as such;

(j) whether the proposal should be treated as a Self-Governance Modification Proposal and the Proposer’s reasons why the proposal should be treated as such;

(k) where applicable, whether the proposal should be treated as a SCR Exempt Modification Proposal and the Proposer’s reasons why the proposal should be treated as such; and

(l) where possible, an indication of whether the Modification Proposal seeks to amend the EBGL Article 18 terms and conditions.

2.1.3 If a submitted proposal fails in any material respect to comply with the requirements of paragraph 2.1.2 (excluding paragraphs (e), (g) (h) and (l) thereof) and with the exception of paragraphs 2.1.1(g) and 8.2, the Modification Secretary may refuse to accept such submission provided that:

(a) the Modification Secretary shall furnish the Proposer with the reasons for such refusal;

(b) the Modification Secretary shall report such refusal to the Panel at the next Panel meeting;

(c) if the Panel decides to reverse the Modification Secretary's decision to refuse the submission, the Modification Secretary shall notify the Proposer accordingly and the proposal shall be dealt with in accordance with the succeeding provisions of this paragraph 2; and

(d) nothing in this paragraph 2.1.3 shall prevent a Proposer from submitting a revised proposal in compliance with the requirements of paragraph 2.1.2 in respect of the same subject-matter.

2.1.4 Without prejudice to the development of any Alternative Modification pursuant to paragraph 2.6.2 but subject to paragraph 5.3.2 and 8.5, the Panel may refuse to accept the submission of a proposal made pursuant to paragraph 2.1.1 (with the exception of paragraphs 2.1.1(g) and 2.1.10A) if and to the extent that such proposal has, in the opinion of the Panel, substantially the same effect as:

(a) a Pending Modification Proposal; or

(b) a Rejected Modification Proposal, where such proposal is made at any time within two months after the decision of the Authority not to direct the NETSO to modify the Code pursuant to the ESO Licence in the manner set out in such Modification Proposal.

2.1.5 For the purposes of paragraph 2:

(a) a "Pending Modification Proposal" is a Modification Proposal in respect of which, at the relevant time, the Authority has not yet made a decision as to whether to direct such Proposed Modification to be made pursuant to the ESO Licence (whether or not a Modification Report has been submitted in respect of such Modification Proposal); and

(b) a "Rejected Modification Proposal" is a Modification Proposal in respect of which the Authority has decided not to direct the NETSO to modify the Code pursuant to the ESO Licence in the manner set out therein.

2.1.6 The Modification Secretary shall notify the Proposer if the Panel refuses to accept the submission of a proposal pursuant to paragraph 2.1.4.

2.1.7 A proposal made pursuant to paragraph 2.1.1 and not refused pursuant to paragraph 2.1.3 or 2.1.4 shall be processed as a Modification Proposal as further provided in this paragraph 2.

2.1.8 Subject to paragraph 2.1.14, with a view to assisting the Panel in its determination pursuant to paragraph 2.2.3, BSCCo shall prepare an initial written assessment of the implications of each Modification Proposal as soon as reasonably practicable after such Modification Proposal is made including an indication on whether the Modification Proposal seeks to amend the EBGL Article 18 terms and conditions and shall endeavour to complete such assessment such that it can be reviewed by the Panel at the Panel meeting at which such Modification Proposal is first to be considered.

2.1.9 Subject to paragraphs 2.1.14 and 2.9, the Modification Secretary shall place the Modification Proposal on the agenda of the next Panel meeting in accordance with the provisions of Section B4.1.

2.1.10 The Modification Secretary shall as soon as reasonably practicable:

(a) send a copy of the Modification Proposal,(if available) the initial assessment prepared by BSCCo pursuant to paragraph 2.1.8 and (if applicable) notice that such Modification Proposal has been submitted by a Third Party Proposer to:

(i) each Party;

(ii) each BSC Agent;

(iii) the Authority;

(iv) each Panel Member;

(v) Citizens Advice and Consumer Scotland;

(vi) not used;

(vii) each Core Industry Document Owner and the STC Committee; and

(viii) each person referred to in paragraph 1.9.3;

(b) post a copy of the Modification Proposal on the BSC Website or, failing that, publish the Modification Proposal in such other manner as may be appropriate to bring it to the attention of interested third parties.

2.1.10A Where a Modification Proposal is raised by the NETSO in accordance with paragraph 2.1.1 which subsequently the Authority reasonably considers is necessary to comply with or implement the Electricity Regulation and/or any relevant legally binding decision of the European Commission and/or the Agency, the Authority shall inform the Panel accordingly. A binding decision in this paragraph 2.1.10A however does not include a decision that is not, or so much of a decision that is not, Assimilated Law. Such Modification Proposals shall:

(a) be processed by the Panel in accordance with the provisions of the Code;

(b) not be withdrawn by the NETSO and/or the Panel pursuant to paragraph 2.1.12 or 2.1.12A without the Authority’s prior consent and in the event that such consent is granted shall fall under paragraph 2.1.12B;

(c) not be amalgamated with any other Modification Proposal in accordance with paragraph 2.3 or otherwise without the Authority’s prior consent; and

(d) proceed in accordance with any timetable(s) directed or amended by the Authority for the:

(i) completion of each stage of the Modification Procedure; and/or

(ii) implementation of a modification.

2.1.10B In respect of any Modification Proposal which has been raised pursuant to paragraph 2.1.10A the views of the relevant Workgroup, the voting rights of the Panel or the recommendation of the Panel in respect of such Modification Proposal shall not be fettered or restricted notwithstanding that such Modification Proposal has been so raised under paragraph 2.1.10A.

2.1.11 It shall be a condition to the right to make or adopt a proposal to modify the Code under this paragraph 2.1 that the Proposer:

(a) assigns fully, irrevocably and unconditionally any and all present and future rights, IPRs or moral rights it may have in such proposal (as regards use or application in Great Britain and Offshore) to BSCCo and each Proposer acknowledges and agrees that any such rights, IPRs and moral rights shall vest in BSCCo unconditionally; and

(b) warrants that, to the best of its knowledge, information and belief, no other person has asserted to the Proposer that such person has any IPRs or moral rights or rights of confidence in such proposal.

2.1.12 Subject to paragraphs 2.2.3(b)(iii), 2.5.9(c), 2.9.4A, 2.7A.9, 2.1.10A, 5.3.1(b) and 8.3, a Proposer may:

(a) withdraw their Modification Proposal on notice to the Modification Secretary at any time prior to the final evaluation by the Workgroup (in accordance with its terms of reference and working practices) of that Modification Proposal and, subject to paragraph 2.1.12B, any Modification Proposal so withdrawn shall lapse; or

(b) vary their Modification Proposal on notice (which may be given verbally) to the chair of the Workgroup at any time prior to the final evaluation by the Workgroup (in accordance with its terms of reference and working practices) of that Modification Proposal provided that such varied Modification Proposal:

(i) shall address the same issue or defect originally identified by the Proposer in their Modification Proposal; and

(ii) shall be deemed to be the Proposer’s Modification Proposal.

2.1.12A Subject to paragraph 2.1.10A, 5.3.1(b), 5.3.1A(a) and 8.3, the Panel may (but shall not be obliged to) require a Modification Proposal to be withdrawn at any time if, in the Panel’s opinion, the Proposer of that Modification Proposal is deliberately and persistently disrupting or frustrating the work of the Workgroup and that Modification Proposal shall be deemed to have been so withdrawn. In the event that a Modification Proposal is so withdrawn, the provisions of paragraphs 2.1.12B and 2.1.12C shall apply in respect of that Modification Proposal.

2.1.12B In relation to each Modification Proposal that has been withdrawn pursuant to paragraph 2.1.12(a) or 2.1.12A (other than Urgent Modification Proposals and Modification Proposals withdrawn following a Backstop Direction in accordance with paragraph 5.3B.1 in respect of which this paragraph shall not apply):

(a) the Modification Secretary shall promptly notify the persons referred to in paragraph 2.1.10(a);

(b) subject to paragraph 2.1.12B(d), such withdrawn Modification Proposal shall remain open to be adopted, in accordance with paragraph 2.1.12B(c) for a period commencing at 1200 hours on the first Business Day after the date of the Modification Secretary’s notice and ending at 1200 hours on the fifth Business Day thereafter;

(c) any of the persons referred to in paragraph 2.1.1 may (subject to paragraph 2.1.12B(e) and, if applicable, the circumstances set out in paragraph 2.1.1(d)) adopt the withdrawn Modification Proposal by notifying the Modification Secretary during the period set out in paragraph 2.1.12B(b) in which case:

(i) the adopted Modification Proposal shall continue through the Modification Procedures from the point at which it was withdrawn; and

(ii) the Proposer of the adopted Modification Proposal shall be entitled, pursuant to paragraph 2.4.5(a), to appoint a member of the Workgroup who shall replace any member appointed by the Proposer of the withdrawn Modification Proposal;

(d) the Modification Proposal shall be adopted by the person whose notice is first received by the Modification Secretary in accordance with paragraph 2.1.12B; and

(e) where a Modification Proposal has been withdrawn in accordance with paragraphs 2.1.12(a) or 2.1.12A, neither the Proposer of that Modification Proposal, nor any Affiliate of the Proposer that falls within the categories listed in paragraph 2.1.1, shall be entitled to adopt that Modification Proposal.

2.1.12C In relation to each Modification Proposal that has been withdrawn pursuant to paragraph 2.1.12(a), 2.1.12A, 5.3B.1, or withdrawn and subsequently adopted pursuant to paragraph 2.1.12B, the Modification Secretary shall promptly:

(a) revise the Modification Register; and

(b) notify the persons referred to in paragraph 2.1.10(a).

2.1.12D The changes effected by Modification Proposal P247 (in respect of paragraphs 1.3.5(a), 2.1.11, 2.1.12, 2.1.12A, 2.1.12B, 2.1.12C, 2.1.12D, 2.2.3(b)(iii), 2.2.11, 2.3.2(c), 2.4.5(a), 2.4.5C, 2.4.6, 2.4.9, 2.4.9A, 2.5.9(c), 2.9.4A, paragraph 1(a) of Annex F-1 and the definition of Proposer in Section X) shall only be effective in respect of any Modification Proposal raised, pursuant to paragraph 2.1.1, after the Relevant Implementation Date.

2.1.13 The provisions of Section B4 shall apply in relation to the convening and conduct of Panel meetings for the purposes of Modification Business.

2.1.14 Where there is a proposal made by the Panel to modify the Code pursuant to either paragraph 2.1.1(d) or Section G1.5, then the initial written assessment for that proposal may be presented at the same Panel meeting at which that proposal is made and the provisions of paragraph 2.2 shall apply.

2.1A Modification Proposals Submitted by Third Party Proposers

2.1A.1 An application by a person to be designated as a Third Party Proposer (such person being a "Third Party Applicant") shall be submitted in writing in accordance with BSCP40, and shall contain the following in relation to such request:

(a) a modification proposal that complies with paragraph 2.1.2;

(b) the rationale of the Third Party Applicant for requesting designation as an Third Party Proposer (including information on what other steps, if any, have been taken by the Third Party Applicant to have the Code issue or defect addressed);

(d) a letter agreement substantially in the form set out in BSCP40.

2.1A.2 If an application under 2.1A.1 fails in any material respect to comply with the requirements of that paragraph then the Modification Secretary may refuse to accept such application and the provisions of paragraph 2.1.3 shall apply mutatis mutandis in respect of such refused application.

2.1A.3 The Panel:

(a) subject to paragraphs 2.1A.3(b) and (c), shall consider a proposal made by a Third Party Applicant in accordance with this Section F;

(b) before designating a person as an Third Party Proposer, may conduct such consultation with Parties and interested third parties as it considers necessary; and

(c) may refuse to accept an application for designation as a Third Party Proposer in which case the Modification Secretary shall furnish the Third Party Applicant with the Panel’s reasons for such refusal.

2.1A.4 Subject to paragraphs 2.1A.5 and 2.1A.6, an application by a Third Party Applicant to be designated as a Third Party Proposer made pursuant to paragraph 2.1A.1 and not refused pursuant to paragraph to 2.1A.2 or 2.1A.3 shall be processed as a Modification Proposal as further provided in this paragraph 2 and:

(a) for the purposes of this Section F, the Third Party Proposer shall be the Proposer; and

(b) the Modification Secretary shall promptly notify the persons referred to in paragraph 2.1.10(a) that such application has been accepted by the Panel.

2.1A.5 Where a Third Party Applicant disagrees with a decision of the Panel not to designate them as a Third Party Proposer then such person may appeal the decision of the Panel to the Authority and the Panel shall give effect to any direction of the Authority arising from such appeal.

2.1A.6 Where a Party disagrees with the decision of the Panel to designate a person as a Third Party Proposer then such Party may appeal the decision of the Panel to the Authority.

2.1A.7 In respect of an appeal made under paragraph 2.1A.6:

(a) such appeal must be commenced by submitting to the Authority an outline of the objections to the designation by no later than fifteen Business Days after the date of the notice pursuant to paragraph 2.1A.4(b);

(b) the Party making such appeal shall promptly notify the Modification Secretary and the Modification Secretary shall, as soon as reasonably practical after it becomes aware of an appeal, notify each of the persons referred to in paragraph 2.1.1;

(c) the proposal shall continue to be processed as a Modification Proposal in accordance with this paragraph 2 pending the outcome of the appeal; and

(d) if such appeal is successful then the Modification Proposal shall be nullified provided that:

(i) if any subsequent modification proposal is accepted by the Panel that has, in the opinion of the Panel, substantially the same effect as a nullified Modification Proposal then the Panel shall have due regard to any assessment, analysis and consultations already undertaken in respect of the nullified Modification Proposal when determining which procedure or phase the proposal should be submitted to and the timetable to be followed in progressing such proposal; and

(ii) for the avoidance of doubt, a nullified Modification proposal shall not be a withdrawn Modification Proposal or a Rejected Modification Proposal.

2.1A.8 The Panel shall keep under review the volume of Modification Proposals being proposed by Third Party Proposers, the costs incurred by BSCCo in the administration of such Modification Procedures and the costs incurred by BSCCo in supporting Workgroups involved in the consideration of issues pursuant to paragraph 2.4.23 which have been raised by interested third parties pursuant to BSCP40 and:

(a) shall publish its findings on the BSC Website where it determines that there has been a material increase in volume and cost;

(b) may decide to propose a modification to the Code in order to address the findings of a review published by it pursuant to this paragraph.

2.2 Panel Proceedings

2.2.1 The provisions of this paragraph 2.2 are subject to paragraph 2.9.

2.2.2 The Proposer's representative shall attend the Panel meeting at which their Modification Proposal is first to be considered and the Panel may invite the Proposer's representative to present their Modification Proposal to the Panel.

2.2.3 In relation to each new Modification Proposal, the Panel shall determine:

(a) whether to amalgamate the Modification Proposal with any other Modification Proposal in accordance with paragraph 2.3;

(b) whether to:

(i) submit the Modification Proposal to the Definition Procedure pursuant to paragraph 2.5; or

(ii) submit the Modification Proposal to the Assessment Procedure pursuant to paragraph 2.6; or

(iii) proceed directly to the Report Phase pursuant to paragraph 2.7 (in which case the Proposer’s right to withdraw or vary their Modification Proposal shall lapse);

(c) where the Modification Proposal is to be submitted to the Definition Procedure or the Assessment Procedure pursuant to paragraph (b):

(i) the composition or identity and terms of reference of the Workgroup in accordance with the provisions of paragraph 2.4;

(ii) subject to paragraphs 2.2.8 and 2.2.9, the priority to be accorded to the Modification Proposal (as compared with other Pending Modification Proposals) and the timetable to apply for completion of the relevant procedure; and

(d) where the Modification Proposal is to proceed directly to the Report Phase pursuant to paragraph (b):

(i) whether the draft Modification Report shall contain a recommendation of the Panel to make the Proposed Modification;

(ii) the proposed Implementation Date for implementation, subject to the consent of the Authority, of the Proposed Modification (whether or not the Panel recommends the making of such Proposed Modification); and

(iii) whether (and the extent to which) the Modification Proposal will amend or supplement the EBGL Article 18 terms and conditions in which case:

(A) such Modification Proposal shall also constitute a proposal to amend or supplement the EBGL Article 18 terms and conditions for the purposes of Article 6(3) of the Guideline on Electricity Balancing; and

(B) even though such Modification Proposal may not have been raised by the NETSO, the NETSO hereby agrees that it shall constitute a proposal to amend the EBGL Article 18 terms and conditions but such agreement shall not fetter or restrict the NETSO’s rights under the Modification Procedures to express its views on that Modification Proposal.

2.2.4 For the avoidance of doubt, it is expected that the Panel would usually proceed directly to the Report Phase pursuant to paragraph 2.2.3(b)(iii) where the Modification Proposal is of a minor or inconsequential nature and/or where the recommendation which the Panel should make to the Authority in relation to such Modification Proposal would generally be considered to be self-evident.

2.2.5 If the Panel considers that there is insufficient information available to it to enable it to take a decision referred to in paragraph 2.2.3 in respect of a particular Modification Proposal, the Panel may in exceptional circumstances and having regard always to the requirements of paragraph 1.2.2 defer consideration of the relevant issue until the next succeeding Panel meeting provided that, in so doing, the Panel shall prescribe the steps which need to be taken (by the Modification Secretary, BSCCo or otherwise) to enable the Panel to decide the matter at such subsequent meeting (including completion, where necessary, of an initial assessment by BSCCo pursuant to paragraph 2.1.8).

2.2.6 If the Panel determines that a Modification Proposal is to be submitted to the Definition Procedure or the Assessment Procedure pursuant to paragraph 2.2.3, the Modification Secretary shall send a notice to that effect to each of the persons listed in paragraph 2.1.10(a) and shall invite them to provide comments to the Workgroup in respect of such Modification Proposal.

2.2.7 At each Panel meeting, the Panel shall consider in turn and vote (if appropriate) on any Modification Business which is outstanding at that time (including any new Modification Proposals, the report of any Workgroup and any draft Modification Reports).

2.2.8 In setting the timetable referred to in paragraph 2.2.3(c)(ii), the Panel shall exercise its discretion such that, in respect of each Modification Proposal, a Modification Report may be submitted to the Authority as soon after the Modification Proposal is made as is consistent with the proper definition and/or assessment and evaluation of such Modification Proposal, taking due account of its complexity, importance and urgency.

2.2.9 Without prejudice to paragraph 2.2.8, the Panel shall set the timetable referred to in paragraph 2.2.3(c)(ii) such that:

(a) in respect of a Definition Procedure, it is no longer than two months; and

(b) in respect of an Assessment Procedure, it is no longer than three months

unless the particular circumstances of the Modification Proposal (taking due account of its complexity, importance and urgency) justify an extension of such timetable (and provided that the Authority has not issued a contrary direction in accordance with paragraph 1.4.3 in respect thereof).

2.2.10 Having regard to the complexity, importance and urgency of particular Modification Proposals, the Panel may determine the priority of Modification Proposals and may (subject to paragraph 1.4.3) adjust the relevant modification timetable for each Modification Proposal accordingly.

2.2.11 The Panel may decide at any time to stop a Definition Procedure and/or an Assessment Procedure and proceed, in either case, directly to the Report Phase, in which case the Proposer’s right to withdraw or vary their Modification Proposal shall lapse.

2.3 Amalgamation

2.3.1 Subject to paragraph 1.4.3, the Panel may decide at any time to amalgamate a Modification Proposal with one or more other Modification Proposals where the subject-matter of such Modification Proposals is sufficiently proximate to justify amalgamation on the grounds of efficiency and/or where such Modification Proposals are logically dependent on each other.

2.3.2 Where Modification Proposals are amalgamated pursuant to paragraph 2.3.1:

(a) such Modification Proposals shall be treated as a single Modification Proposal;

(b) references in this Section F to a Modification Proposal shall include and apply to a group of two or more Modification Proposals so amalgamated;

(c) without prejudice to each Proposer’s right to withdraw their Modification Proposal prior to the amalgamation of their Modification Proposal, the Proposers of each such Modification Proposal shall co-operate in deciding which of them is to be the Proposer of the amalgamated Modification Proposal and, in default of agreement, the Panel shall nominate one of the Proposers for that purpose; and

(d) the Panel shall establish such arrangements as it considers appropriate for the evaluation of the amalgamated Modification Proposals.

2.4 Establishment of Workgroups

2.4.1 A Workgroup may be a group established in order to carry out a Definition Procedure pursuant to paragraph 2.5 or a group established in order to carry out an Assessment Procedure pursuant to paragraph 2.6.

2.4.2 Where the Panel decides to submit a Modification Proposal to the Definition Procedure or the Assessment Procedure, the Panel shall establish a Workgroup (or designate an existing Workgroup) to carry out such Procedure in accordance with the provisions of this paragraph 2.4.

2.4.3 A single Workgroup may be responsible for the definition and/or assessment of more than one Modification Proposal at the same time and the Panel may establish one or more Workgroups on a standing basis to carry out definition and assessment of Modification Proposals (which may from time to time be submitted) whose subject-matter falls into a particular area or areas.

2.4.4 A Workgroup shall comprise at least five members selected by the Panel for their relevant experience and/or expertise in the areas forming the subject-matter of the Modification Proposal(s) to be considered by such Workgroup, and in the case of a standing Workgroup, forming the subject matter of the issues determined by the Panel under the terms of reference for that standing Workgroup (and the Panel shall ensure, as far as possible, that an appropriate cross-section of experience, interests and expertise is represented on such Workgroup).

2.4.5 In addition to the members appointed by the Panel pursuant to paragraph 2.4.4:

(a) the Proposer shall be entitled to appoint its representative as a member of the Workgroup which is to consider the Proposer's Modification Proposal (and who, in the case of a standing Workgroup, shall be a member for the purposes of that Modification Proposal only);

(b) the NETSO shall be entitled to appoint one member of any Workgroup (unless the NETSO is the Proposer, in which case paragraph (a) applies); and

(c) unless the Panel otherwise determines, the Panel shall appoint at least one additional member of each Workgroup who shall be an employee of BSCCo, and BSCCo shall make appropriately qualified BSCCo staff available for this purpose.

2.4.5A If, and only if, the Panel is of the view that a particular Modification Proposal may impact upon the STC, the Panel may invite the STC Committee to appoint a representative to become a member of any Workgroup formed to carry out a Definition Procedure or Assessment Procedure in relation to such a Modification Proposal.

2.4.5B In the event that the STC Committee appoints a representative to become a member of a Workgroup:

(a) the membership of such representative shall not become effective until the representative has complied with paragraph 2.4.6; and

(b) such representative as a member of the Workgroup shall act in accordance with paragraphs 2.4.9 and 2.4.14 and shall be subject to all the other provisions of the Code applicable to a member of a Workgroup.

2.4.5C A Proposer may, pursuant to paragraph 2.4.5(a), appoint a representative of BSCCo as a member of the Workgroup (provided that BSCCo shall act as an impartial representative of the Proposer’s views and shall not act as an advocate of the Modification Proposal and, where the Workgroup’s terms of reference provide for voting, BSCCo shall not have voting rights when appointed in such capacity). If the Proposer appoints a representative of BSCCo as a member of Workgroup, the Proposer shall not have the right to vary their Modification Proposal pursuant to paragraph 2.1.12(b).

2.4.6 Prior to establishing the composition of a Workgroup:

(a) each proposed member of the Workgroup shall be required to confirm to the Panel that they will be available as required throughout the relevant Definition Procedure or Assessment Procedure (or, in the case of a standing Workgroup, during such period as the Panel may specify) to attend Workgroup meetings and to carry out work to be undertaken outside those meetings as necessary; and

(b) with the exception of a member appointed pursuant to paragraph 2.4.5(a), where the proposed member is employed, they shall provide to the Modification Secretary a letter from their employer agreeing that they may act as a member of a Workgroup, and that the requirements of paragraph 2.4.9 shall prevail over their duties as an employee.

2.4.7 The Panel shall appoint one of the members of a Workgroup to act as chair of the Workgroup, and the Panel may change the chair of a Workgroup from time to time as it sees fit.

2.4.8 A Workgroup shall not be a Panel Committee for the purposes of Section B5.

2.4.9 A member of a Workgroup shall act impartially and, subject to paragraph 2.4.9A, shall not be representative of a particular person or class of persons (and, accordingly, no member shall agree to follow or be bound by the instructions of any person or body, other than the Panel pursuant to this Section F, in the exercise of their functions as a member of a Workgroup).

2.4.9A The restrictions in paragraph 2.4.9 on a member of a Workgroup not being representative of a particular person or class of persons shall not apply to a member appointed pursuant to paragraph 2.4.5(a) insofar as that member shall be entitled to represent the views of the Proposer.

2.4.10 The Panel may add further members to a Workgroup at any time.

2.4.11 The Panel may (but shall not be obliged to) replace any member of a Workgroup appointed pursuant to paragraph 2.4.4 at any time if, in the Panel’s opinion, such member is unwilling or unable for whatever reason to fulfil that function and/or is deliberately and persistently disrupting or frustrating the work of the Workgroup.

2.4.12 The Panel shall determine the terms of reference of each Workgroup (which in the case of a standing Workgroup may include standing terms of reference as well as specific terms of reference for any particular Modification Proposal) and may change those terms of reference from time to time as it sees fit.

2.4.13 The terms of reference of a Workgroup shall include provision in respect of (among other things) the following matters:

(a) those areas of a Workgroup's powers or activities which require the prior approval of the Panel;

(b) the seeking of instructions, clarification or guidance from the Panel;

(c) in the case of a standing Workgroup, the area(s) of subject-matter of Modification Proposals for which the Group may be designated under paragraph 2.4.3; and

(d) in the case of a standing Workgroup, authorise the Group from time to time to consider (outwith the context of any particular submitted Modification Proposal) issues generally related to the relevant area(s) of subject-matter, designated to the Group by the Panel under 2.4.13(c).

2.4.14 Each Workgroup (and each member of a Workgroup) shall:

(a) act in accordance with its terms of reference as determined (and, if applicable, changed) pursuant to paragraph 2.4.12;

(b) have due regard to the objectives referred to in paragraph 1.2.2 (as if references to the Panel were references to the Workgroup); and

(c) if a Workgroup is unable to reach agreement on any matter, the report of the Workgroup shall instead include a summary of the views of the members of the Workgroup.

2.4.15 In addition to any staff made available to act as members of a Workgroup pursuant to paragraph 2.4.5, BSCCo shall provide such staff, facilities and support to each Workgroup (including the engagement of external consultants and advisers) as such Workgroup may reasonably require to assist with the administration and operation of the business of such Workgroup provided that any material expenditure (as determined by the Panel in respect of a particular Workgroup) shall require the prior approval of the Panel (in consultation with BSCCo).

2.4.16 The Modification Secretary (or their deputy) shall act as secretary to each Workgroup meeting.

2.4.17 The Modification Secretary shall notify the Authority in advance of all Workgroup meetings and a representative of the Authority may attend and speak at any such meeting (provided that any observations such representative may make shall not be taken to bind the Authority in any way in relation to the Modification Proposal being discussed).

2.4.18 Subject to paragraph 2.4.19, any meeting of a Workgroup shall be open to attendance by a representative of any Party and any other person entitled to receive notice of Modification Proposals under paragraph 2.1.10; and any person so attending such a meeting may speak if invited to do so by the chair of the meeting, but (if the Group’s terms of reference provide for voting) shall not vote at the meeting.

2.4.19 Paragraph 2.4.18 shall not apply:

(a) in the case of a meeting held by telephone conference; or

(b) where it is impractical in the opinion of the chair of the meeting to hold the meeting in open session;

2.4.20 Subject to the provisions of this paragraph 2.4 and unless otherwise determined by the Panel, a Workgroup shall develop and adopt its own internal working procedures for the conduct of its business and shall provide a copy of such procedures to the Modification Secretary in respect of each Modification Proposal for which it is responsible.

2.4.21 The Modification Secretary shall ensure that details of the composition, terms of reference, timetable of meetings and internal working procedures of each Workgroup are published on the BSC Website.

2.4.22 Without prejudice to paragraph 2.7.8, each report prepared by a Workgroup under this Section F shall be addressed and furnished to the Panel and none of the facts, opinions or statements contained in such report may be relied upon by any other person.

2.4.23 With a view to facilitating consideration of whether to propose modifications of the Code and how to frame such proposals, BSCCo may convene, in accordance with BSCP40, a group to consider generally issues relating to the Code, its application or implementation, or any manner in which the Code might be modified provided that, save as specified in BSCP40, neither the views of the group nor anything done by it in relation to such an issue shall have any consequence or significance in relation to the Code or its implementation or operation.

2.5 Definition Procedure

2.5.1 The provisions of this paragraph 2.5 shall apply if the Panel decides to submit a Modification Proposal to the Definition Procedure pursuant to paragraph 2.2.

2.5.2 The purpose of the Definition Procedure is to define the issues raised by a Modification Proposal in sufficient detail to enable the Panel to determine which of the options set out in paragraph 2.5.9 is the most appropriate in all the circumstances.

2.5.3 The Panel shall establish or designate a Workgroup and shall determine its terms of reference in accordance with the provisions of paragraph 2.4.

2.5.4 The Workgroup shall review the Modification Proposal for the purpose set out in paragraph 2.5.2 and shall prepare a written report for the Panel (in accordance with the timetable determined by the Panel pursuant to paragraph 2.2) which shall set out, in relation to the Modification Proposal, the following matters:

(a) an assessment of the issues raised by the Modification Proposal with supporting information and data to explain the effect of such issues by reference to the Applicable BSC Objective(s) and a summary of such assessment;

(b) an analysis of and the views and rationale of the Workgroup as to whether (and, if so, to what extent) the issues raised by the Modification Proposal warrant further assessment and evaluation in accordance with paragraph 2.6;

(c) a detailed summary of the representations made by Parties and interested third parties during the consultation undertaken by the Workgroup (pursuant to paragraph 2.2.6 and, where applicable, paragraph 2.5.5(b)) and the comments and views of the Workgroup in respect thereof;

(d) a summary of any analysis prepared by the NETSO and the comments and views of the Workgroup in respect thereof;

(e) a summary of any analysis prepared by relevant BSC Agents and the comments and views of the Workgroup in respect thereof;

(f) a copy of the terms of reference and a summary of any report or analysis of external consultants or advisers; and

(g) such other matters as the Panel may require in the terms of reference of such Workgroup.

2.5.5 In preparing its report pursuant to paragraph 2.5.4, the Workgroup shall:

(a) analyse the representations made in response to the consultation instigated by the Modification Secretary pursuant to paragraph 2.2.6;

(b) conduct such further consultation with Parties and interested third parties as may be required by its terms of reference or, subject to the Panel's prior approval, as it considers necessary;

(c) where appropriate (and subject to any requirement for Panel approval as set out in its terms of reference), request BSCCo to commission an analysis from BSC Agents and/or external consultants and/or advisers with relevant specialist knowledge;

(d) where such views have been obtained, consider the views expressed by those referred to in paragraphs (a) to (c) and by those referred to in paragraph 2.5.6(a) to (c).

2.5.6 In respect of each Definition Procedure, BSCCo shall (after appropriate consultation with the Workgroup):

(a) commission an analysis from the NETSO in accordance with paragraph 2.8;

(b) if requested by the Workgroup, commission an analysis from relevant BSC Agents;

(c) if requested by the Workgroup, commission an analysis from external consultants and/or advisers with relevant specialist knowledge.

2.5.7 Upon completion of the Workgroup's report prepared in accordance with paragraph 2.5.4, the Modification Secretary shall promptly:

(a) copy the report to each of the persons referred to in paragraph 2.1.10(a);

(b) place such report on the agenda for the next following Panel meeting in accordance with Section B4.

2.5.8 The chair or another member (nominated by the chair) of the Workgroup shall attend the next following Panel meeting and may be invited to present the findings of the Workgroup to the Panel and/or answer the questions of Panel Members in respect thereof; other members of the Workgroup may also attend such Panel meeting.

2.5.9 Following completion of the Workgroup's report pursuant to paragraph 2.5.7, the Panel shall consider the Workgroup's report at the next following Panel meeting and shall determine whether to:

(a) refer the Modification Proposal back to the Workgroup for further analysis (in which case, the Panel shall determine the timetable and terms of reference to apply in relation to such further analysis);

(b) submit the Modification Proposal to the Assessment Procedure pursuant to paragraph 2.6; or

(c) proceed directly to the Report Phase pursuant to paragraph 2.7 (in which case the Proposer’s right to withdraw or vary their Modification Proposal shall lapse),

and, in the case of paragraphs (a) or (b), the Panel may instruct the Panel Secretary to initiate a further process of consultation (in accordance with the terms of reference determined by the Panel).

2.6 Assessment Procedure

2.6.1 The provisions of this paragraph 2.6 shall apply if the Panel decides to submit a Modification Proposal to the Assessment Procedure pursuant to paragraph 2.2, 2.5.9(b) or 7.3.4(c).

2.6.2 The purpose of the Assessment Procedure is to evaluate whether the Proposed Modification identified in a Modification Proposal better facilitates achievement of the Applicable BSC Objective(s) and whether any alternative modification would, as compared with the Proposed Modification, better facilitate achievement of the Applicable BSC Objective(s) in relation to the issue or defect identified in the Modification Proposal.

2.6.2A Where a Proposed Modification and any Alternative Modification are likely to have a material impact on greenhouse gas emissions then the evaluation pursuant to paragraph 2.6.2, in respect of the Applicable BSC Objective(s), shall include an assessment of the quantifiable impact of the Proposed Modification and any Alternative Modification on greenhouse gas emissions and such assessment shall be conducted in accordance with the guidance (on the treatment of carbon costs and evaluation of greenhouse gas emissions) that may be issued by the Authority from time to time.

2.6.3 The Panel shall establish or designate a Workgroup and shall determine its terms of reference in accordance with the provisions of paragraph 2.4.

2.6.4 The Workgroup shall:

(a) evaluate the Modification Proposal for the purpose set out in paragraph 2.6.2;

(b) where appropriate, develop an alternative proposed modification (the "Alternative Modification") which, as compared with the Proposed Modification, would better facilitate achievement of the Applicable BSC Objective(s);

(i) whether, and the extent to which, the Modification Proposal will amend the EBGL Article 18 terms and conditions; and

(ii) where the Workgroup considers that a Modification Proposal may amend the EBGL Article 18 terms and conditions, the impact of those amendments on the EBGL Objectives; and

(d) prepare a report for the Panel (in accordance with the timetable determined by the Panel pursuant to paragraph 2.2 or 2.5.9(b)) which shall set out, in relation to the Proposed Modification and any Alternative Modification, the matters referred to in Annex F-1, to the extent applicable to the proposal in question.

2.6.5 In preparing its report pursuant to paragraph 2.6.4, the Workgroup shall:

(a) analyse the comments made in response to the consultation instigated by the Modification Secretary pursuant to paragraph 2.2.6;

(b) conduct such further consultation with Parties and interested third parties as may be required by its terms of reference or, subject to the Panel's prior approval, as it considers necessary;

(d) where such views have been obtained, consider the views expressed by those referred to in paragraphs (a) to (c) and by those referred to in paragraph 2.6.6(a) to (c).

2.6.6 In respect of each Assessment Procedure, BSCCo shall (after appropriate consultation with the Workgroup):

(a) commission an analysis and impact assessment from the NETSO in accordance with paragraph 2.8;

(b) if requested by the Workgroup, commission an impact assessment from relevant BSC Agents;

(c) if requested by the Workgroup, commission an analysis from external consultants and/or advisers with relevant specialist knowledge;

(d) if requested by the Workgroup, commission an analysis from relevant Core Industry Document Owners and/or the STC Committee;

(e) prepare a project brief for the implementation of the Proposed Modification and any Alternative Modification setting out the proposed steps, timetable and programme plan for such implementation consistent with the proposed Implementation Date in accordance with the Code, BSCP40 and the IS Policies; and

(f) where the Proposed Modification (and, if applicable, any Alternative Modification) would impact the DIP Supplement or a Code Embedded DIP Rule, commission an analysis and impact assessment from the DIP Manager in accordance with paragraph 2.8A.

2.6.7 The preceding provisions of this paragraph 2.6 shall be subject to the provisions of paragraphs 2.6.8 and 2.6.10 and the requirements of the report to be prepared by the Workgroup pursuant to paragraph 2.6.4 in respect of a particular Modification Proposal shall be amended in consequence of any directions issued by the Panel under paragraphs 2.6.8 or 2.6.10.

2.6.8 Prior to the taking of any steps in an Assessment Procedure which would result in the incurring of significant costs (as determined by the Panel in each case in the relevant terms of reference) for BSCCo, the Workgroup shall seek the views of the Panel as to whether to proceed with such steps and, in giving its views, the Panel may consult with the Authority in respect thereof.

2.6.9 For the purposes of paragraph 2.6.8, the steps include:

(a) the commissioning of detailed impact assessments;

(b) the commissioning of legal text to modify the Code in order to give effect to a Proposed Modification and/or an Alternative Modification.

2.6.10 At any stage during an Assessment Procedure:

(a) the Panel may request the Workgroup to prepare an interim report setting out its provisional findings in respect of the matters referred to in paragraph 2.6.4 (or such of those matters as it has been able by then to evaluate); and

(b) the Panel may seek the views of the Authority as to whether the findings of such report are consistent with the Authority's provisional thinking in respect thereof; and

2.6.11 Upon completion of the Workgroup's report prepared in accordance with paragraph 2.6.4, the Modification Secretary shall promptly:

(a) copy the report to each of the persons referred to in paragraph 2.1.10(a);

(b) place such report on the agenda for the next following Panel meeting.

2.6.12 The chair or another member (nominated by the chair) of the Workgroup shall attend the next following Panel meeting and may be invited to present the findings of the Workgroup to the Panel and/or answer the questions of Panel Members in respect thereof; other members of the Workgroup may also attend such Panel meeting.

2.6.13 The Panel shall consider the Workgroup's report at the next following Panel meeting and shall determine:

(a) whether to:

(i) submit the Modification Proposal back to the Workgroup for further analysis (in which case, the Panel shall determine the timetable and terms of reference of such further analysis); or

(ii) proceed to the Report Phase in accordance with paragraph 2.7; and

(b) where the Panel decides pursuant to paragraph (a)(ii) to proceed to the Report Phase:

(i) whether the Panel proposes to recommend (subject to paragraph 2.7.5) to the Authority that the Proposed Modification or any Alternative Modification should be made;

(ii) the reasons (if different from those contained in the report prepared by the Workgroup) why the Proposed Modification and any Alternative Modification would or would not, in the Panel's opinion, better facilitate achievement of the Applicable BSC Objective(s);

(iii) the proposed Implementation Date to be included in the draft Modification Report (whether or not the Panel recommends that the Proposed Modification or any Alternative Modification should be made); and

(iv) whether (and the extent to which) the Proposed Modification and any Alternative Modification will amend or supplement the EBGL Article 18 terms and conditions in which case:

(A) such Proposed Modification and any Alternative Modification shall also constitute proposals to amend or supplement the EBGL Article 18 terms and conditions for the purposes of Article 6(3) of the Guideline on Electricity Balancing;

(B) even though such Modification Proposal may not have been raised by the NETSO, the hereby agrees that the Proposed Modification and any Alternative Modification shall constitute proposals to amend or supplement the EBGL Article 18 terms and conditions but NETSO’s agreement shall not fetter or restrict its rights under the Modification Procedures to express its views on that Proposed Modification and any Alternative Modification.

2.7 Report Phase

2.7.1 The provisions of this paragraph 2.7 shall apply where the Panel decides, pursuant to paragraphs 2.2.3(b)(iii), 2.2.11, 2.5.9(c) or 2.6.13(a)(ii), that a Modification Proposal should proceed to the Report Phase.

2.7.2 If:

(a) in deciding that a Modification Proposal should proceed to the Report Phase, the Panel determines that it proposes to recommend to the Authority that the Proposed Modification or any Alternative Modification should be made; and

(b) no proposed text to modify the Code in order to give effect to such Proposed Modification or Alternative Modification, was commissioned during any Assessment Procedure,

the Modification Secretary shall forthwith commission the drafting of proposed text to modify the Code in order to give effect to such Proposed Modification or Alternative Modification and shall seek the views of the relevant Workgroup(s) on such text.

2.7.3 Where the Panel is proposing to recommend to the Authority that a Proposed Modification or Alternative Modification should not be made and no proposed text to modify the Code was commissioned during the Assessment Procedure, the Panel shall consult with the Authority as to whether the Authority would like the Modification Report to include such text and, if the Authority indicates that it would, the Modification Secretary shall forthwith commission the drafting of proposed text to modify the Code in order to give effect to such Proposed Modification or Alternative Modification and shall seek the views of the relevant Workgroup(s) on such text.

2.7.4 Except where 2.7.4A applies, the Modification Secretary shall:

(a) prepare a draft Modification Report which shall set out the matters referred to in paragraph 2.7.7 as soon as possible and, in any event, within fifteen Business Days after the Panel decides that the Modification Proposal should proceed to the Report Phase;

(b) copy such draft report to each of the persons listed in paragraph 2.1.10(a);

(c) publish such draft report in such manner as may be appropriate to bring it to the attention of other persons who may be affected by such report;

(d) invite representations on the draft report within such period as the Panel may determine (and, in any event, not more than fifteen Business Days);

(e) prepare a summary of the representations received during the consultation conducted pursuant to paragraph (d); and

(f) put the draft report and the summary referred to in paragraph (e) on the agenda for the next following Panel meeting.

2.7.4A Where the Panel has determined that a Modification Proposal is amending or supplementing the EBGL Article 18 terms and conditions, the Modification Secretary shall:

(a) follow the steps set out in paragraphs 2.7.4(a) to (c);

(b) invite representations on the draft report within such period as the Panel may determine (and, in any event not less than one month), in accordance with the requirements set out in BSCP40;

(d) either:

(i) where there have been any representations that may require the Modification Proposal to be amended, submit that Modification Proposal back to the Workgroup for further analysis and:

(A) the Proposer and (where the Modification Proposal has been subject to the Assessment Procedure) the Workgroup may amend the Proposed Modification and any Alternative Modification respectively provided the Modification Proposal continues to address the same issue or defect originally identified by the Proposer in the Modification Proposal;

(B) (where the Modification Proposal has been subject to the Assessment Procedure) the Workgroup shall amend its report to include sound justifications for including or not including the views resulting from the consultation (taking into account the expected impact on the EBGL Objectives) and may amend any other part of its draft report to take account of its further analysis and make its recommendation to the Panel; and

(C) subject to paragraph 2.7.4A(d)(ii)(B) below, follow the steps set out in paragraph 2.7.4 in relation to any such amended Proposed Modification, amended Alternative Modification, and amended report taking into account the amendments made to the report under paragraph (B); or

(ii) where:

(A) there have been no representations that may require the Modification Proposal to be amended; or

(B) the Modification Proposal has been submitted to the Proposer and (where applicable) Workgroup under paragraph (d)(i) above but they have made no amendments to the Proposed Modification or any Alternative Modification,

put the draft report and the representations referred to in paragraph (c) on the agenda for the next Panel meeting.

2.7.5 The Panel shall consider the draft Modification Report submitted under paragraph 2.7.4 or paragraph 2.7.4A at the next following Panel meeting and, having taken due account of the representations contained in the summary referred to in paragraph 2.7.4(e) and 2.7.4A(c), the Panel shall determine:

(a) whether to recommend to the Authority that the Proposed Modification or any Alternative Modification should be made;

(b) whether to approve the draft Modification Report or to instruct the Modification Secretary to make such changes to the report as may be specified by the Panel;

(c) (if applicable) whether to approve the proposed text for modifying the Code in order to give effect to any Proposed Modification or Alternative Modification which it is recommending or to instruct the Modification Secretary to make such changes to the text as may be specified by the Panel;

(d) the proposed Implementation Date for implementation of the Proposed Modification or any Alternative Modification (whether or not the Panel recommends the making of such Proposed Modification or Alternative Modification);

(e) whether to include in the draft Modification Report, where applicable, any further justifications that the Panel may specify for why the views resulting from the consultation undertaken under paragraph 2.7.4A(b) were included or not included.

2.7.6 Subject to paragraph 6.3.2, within seven Business Days after the Panel meeting referred to in paragraph 2.7.4, the Modification Secretary shall finalise the Modification Report and shall forthwith:

(a) submit such Modification Report to the Authority on behalf of the Panel;

(b) copy such Modification Report to:

(i) each Party;

(ii) each Panel Member; and

(iii) each of the persons specified in paragraph 1.9.3;

2.7.6A Subject to paragraph 2.7.6B, if the Panel intends to instruct (under paragraph 2.7.5(b)) changes to be made to the draft Modification Report as a result of information obtained by BSCCo relating to matters (including those specified in paragraph 1(c) of Annex F-1) which were identified by BSCCo since the draft report was prepared, the Panel may with the approval of the Authority:

(a) instruct the Modification Secretary to publish, and invite further representations (from the persons listed in paragraph 2.1.10(a)) on those changes; and

(b) defer to such date as the Authority may approve the submission of the Modification Report to the Authority, to allow such further consultation to take place.

2.7.6B Where the Panel intends to instruct (under paragraph 2.7.5(b)) changes to be made to a draft Modification Report that has been submitted to it under paragraph 2.7.4A(d)(i) as a result of information obtained by BSCCo relating to matters (including those specified in paragraph 1(c) of Annex F-1) which were not identified through the consultation conducted under paragraph 2.7.4A, the Panel shall instruct the Modification Secretary to publish, and invite further representations (in accordance with BSCP40) on those changes for a period of not less than one month.

2.7.7 The matters to be included in a Modification Report shall be the following (in respect of the Modification Proposal):

(a) the recommendation of the Panel as to whether or not the Proposed Modification or any Alternative Modification should be made;

(b) subject to paragraph 2.11.20, the proposed Implementation Date for implementation of any Proposed Modification or Alternative Modification;

(c) the other items referred to in Annex F-1, based on the report prepared by the Workgroup (where the proposal was submitted to a Workgroup prior to the Report Phase) except to the extent that the Panel has formed a different view as to any matters contained in such report;

(d) confirmation, where applicable, that the Proposed Modification or any Alternative Modification proposes to amend the EBGL Article 18 terms and conditions; and

(e) the conclusions of the NETSO in relation to its findings pursuant to paragraph 2.8.1(a) and (b);

(f) where the proposal has not been submitted to a Workgroup prior to the Report Phase, and the Modification Proposal impacts the DIP Supplement or a Code Embedded DIP Rule, the analysis by the DIP Manager pursuant to paragraph 2.8A;

together with a copy of the representations made by Parties and interested third parties during the consultation undertaken in respect of the Proposed Modification and any Alternative Modification.

2.7.8 Each Modification Report shall be addressed and furnished to the Authority and none of the facts, opinions or statements contained in such Modification Report may be relied upon by any other person.

2.7A Send Back Process

2.7A.1 Where the Authority considers that it is unable to form an opinion in relation to a Modification Report submitted to it pursuant to paragraph 2.7.6 or paragraph 5.3A.3 then it may issue a direction to the Panel:

(a) specifying any additional steps that it requires in order to form such an opinion including drafting or amending the proposed text to modify the Code, revising the implementation timetable and/or proposed Implementation Date(s), revising or providing additional analysis and/or information; and

(b) requiring such Modification Report to be revised and re-submitted to the Authority,

and the Authority may include in such direction its reasons for why it has been unable to form an opinion (a "Send Back Direction").

2.7A.2 The Panel shall re-submit the revised Modification Report as soon after the Authority’s direction pursuant to paragraph 2.7A.1 as is appropriate (taking into account the complexity, importance and urgency of the Modification Proposal) and the implementation timetable and the proposed Implementation Date(s) specified in the Modification Report (but no other aspect of that Modification Report) shall be deemed to be suspended for the duration of the Send Back Process.

2.7A.3 Subject to paragraph 2.7A.4, in relation to each Send Back Direction BSCCo shall prepare a draft Send Back Process for approval by the Panel which:

(a) shall include a procedure and timetable for the reconsideration by the Panel of its recommendation and the re-submission of the revised Modification Report to the Authority; and

(b) may include such further matters as the Panel considers necessary to address the Send Back Direction including:

(i) further consultation with Parties and interested third parties;

(ii) revised or additional analysis and/or information;

(iii) drafting or amending proposed text to modify the Code;

(iv) revising the proposed Implementation Date(s) (and, without prejudice to the generality of paragraph 2.7A.3(b)(i)), the Panel shall conduct a consultation with Parties and interested third parties in respect of any revised proposed Implementation Date(s); and

(v) any other steps required by the Panel to address the Send Back Direction.

2.7A.4 Where the requirements specified in the Send Back Direction are of a minor nature such that it would be more appropriate for BSCCo to address the matters contained therein without preparing a draft Send Back Process then:

(a) BSCCo may take such steps as are necessary to address the requirements of that Send Back Direction; and

(b) the provisions of paragraphs 2.7A.6(b), 2.7A.6(c), 2.7A.7 and 2.7A.8 shall apply thereto provided that if the Panel does not approve the revised draft Modification Report then it may require BSCCo to prepare a draft Send Back Process in accordance with paragraph 2.7A.3.

2.7A.5 The Panel shall consider the draft Send Back Process and, having considered any comments made or received by the representative of the Authority, shall determine whether to approve the draft Send Back Process or to instruct BSCCo to make such changes to the draft Send Back Process as may be specified by the Panel.

2.7A.6 Following approval by the Panel of the Send Back Process:

(a) BSCCo and (where applicable) the Workgroup shall perform the additional steps set out in the Send Back Process (including, to the extent necessary, the revision by the Workgroup of its views and rationale as to whether the Proposed Modification and any Alternative Modification better facilitate the achievement of the Applicable BSC Objective(s));

(b) the Modification Secretary shall notify the persons specified in paragraph 2.7.6(b) that the Authority has issued a Send Back Direction, revise the Modification Report, re-submit that Modification Report to the Panel and take any further steps in relation to it as are set out in this paragraph 2.7A and the Send Back Process; and

in each case in accordance with the procedure(s) and timetable set out in the Send Back Process.

2.7A.7 The Panel shall consider the revised Modification Report and determine:

(a) whether to revise the recommendation it made to the Authority pursuant to paragraph 2.7.5(a):

(b) whether to approve the revised Modification Report or to instruct the Modification Secretary to make such further changes to the revised report as may be specified by the Panel;

(c) (if applicable) whether to approve any revised proposed text to modify the Code or to instruct the Modification Secretary to make any further changes as may be specified by the Panel; and/or

(d) (if applicable) whether to approve any revised proposed Implementation Date(s) for implementation of the Proposed Modification or any Alternative Modification (whether or not the Panel recommends the making of such Proposed Modification or Alternative Modification).

2.7A.8 The Modification Secretary shall:

(a) finalise the revised Modification Report which shall, for the purposes of the Code, be deemed to be the Modification Report as from the date of the Panel’s determination pursuant to paragraph 2.7A.7; and

(b) submit such Modification Report to the Authority and copy it to the persons specified in paragraph 2.7.6(b).

2.7A.9 For the avoidance of doubt, a Proposer shall have no right to withdraw or vary their Modification Proposal during the Send Back Process.

2.7B Amendments Required by the Authority (EBGL)

2.7B.1 In respect of a Modification Proposal which amends or supplements EBGL Article 18 terms and conditions, where the Authority requires an amendment to such Modification Proposal, in accordance with Article 6(1) of the Guideline on Electricity Balancing, in order to approve such Modification Proposal it may direct the Panel and BSCCo to make such amendment in which case BSCCo and the Panel shall comply with such direction and:

(a) BSCCo shall make such amendments to the Proposed Modification and/or any Alternative Modification as have been directed by the Authority;

(b) BSCCo shall submit such amended Modification Proposal to the Panel;

(i) its evaluation of the proposed amendments directed by the Authority;

(ii) revised recommendations (if any) to the Authority as to whether the Proposed Modification or any Alternative Modification should be made;

(iii) its revised rationale (if any) as to why the Proposed Modification or any Alternative Modification would or would not, in the Panel’s opinion, better facilitate achievement of the Applicable BSC Objectives;

(iv) the Panel’s view, together with rationale, as to whether the proposed Implementation Date needs to be amended and, except to the extent that the Authority has so directed, the revised proposed Implementation Date for the Proposed Modification or any Alternative Modification; and

(d) the Panel shall submit the revised Modification Report to the Authority within two months of the Authority’s direction under this paragraph.

2.7B.2 Subject always to paragraph 2.7B.1(d), in performing the steps set out in paragraph 2.7B.1, BSCCo and/or the Panel may reconvene the Workgroup and/or conduct such consultation with Parties and interested third parties as it considers necessary.

2.7B.3 Where BSCCo and/or the Panel have been unable to reconvene a Workgroup and/or conduct a consultation despite considering such steps necessary, the Panel may request in its Modification Report submitted under paragraph 2.7B.1(d) that the Authority directs the Panel and/or BSCCo that such further steps are necessary in order for the Authority to approve the Modification Proposal.

2.7B.4 Any direction from the Authority pursuant to this paragraph 2.7B shall not fetter the voting rights of the Panel or the recommendation procedures informing the report described in 2.7B.1.

2.8 Analysis of the NETSO

2.8.1 Subject to paragraph 2.8.1A, at the request of the Panel or BSCCo, the NETSO shall prepare an analysis of any Modification Proposal with:

(a) an assessment of the impact of the Proposed Modification (and, if applicable, any Alternative Modification) on the ability of the NETSO to discharge its obligations efficiently under the ESO Licence, to discharge its obligations under the Guideline on Electricity Balancing (and where relevant the Network Code on Electricity Emergency and Restoration) and on its ability to operate an efficient, economical and co-ordinated transmission system;

(b) the views and rationale of the NETSO as to

(i) whether the Proposed Modification or any Alternative Modification would better facilitate achievement of the Applicable BSC Objective(s); and

(ii) where the Proposed Modification or any Alternative Modification includes an amendment to the EBGL Article 18 terms and conditions, whether such amendment proposal should be made;

(i) the impact of the Proposed Modification and any Alternative Modification on the computer systems and processes of the NETSO;

(ii) the changes required to such systems and processes in consequence of the Proposed Modification and any Alternative Modification;

(iii) an estimate of the development, capital and operating costs (broken down in reasonable detail) which the NETSO anticipates that it would incur in and as a result of implementing the Proposed Modification and any Alternative Modification and any consequential change to Core Industry Documents and/or the System Operator-Transmission Owner Code;

(d) such other matters as the Panel or BSCCo may reasonably request.

2.8.1A Where a Modification Proposal amends, or is expected to amend, EBGL Article 18 terms and conditions then the NETSO shall be entitled, in its discretion, to provide the analysis referred to in paragraphs 2.8.1(a) and (b) notwithstanding that such analysis has not been requested.

2.8.2 The NETSO shall provide such further explanation of any analysis prepared pursuant to paragraph 2.8.1 as the Panel may reasonably require and shall attend any meeting of the Panel or the Workgroup to answer questions or provide clarification in respect thereof.

2.8.3 Subject to the provision by the NETSO of any analysis requested pursuant to paragraph 2.8.1 and any further explanation or clarification requested pursuant to paragraph 2.8.2, the NETSO shall not be obliged by virtue of any provision of this Section F to disclose or provide access to any information or data relating to its business which is not otherwise generally available.

2.8.4 In formulating its views as to whether a Proposed Modification or any Alternative Modification would better facilitate achievement of the Applicable BSC Objective(s) (and, in particular, those Applicable BSC Objective(s) which relate specifically to the NETSO), the Panel and any Workgroup shall have regard to the analysis provided by the NETSO under this paragraph 2.8 and to any other information or data which is generally available in relation to the NETSO or its business.

2.8A Analysis by the DIP Manager

2.8A.1 At the request of the Panel or BSCCo, the DIP Manager shall prepare an analysis of any Modification Proposal which would impact the DIP Supplement or a Code Embedded DIP Rule with:

(a) an assessment of the impact of the Proposed Modification (and, if applicable, any Alternative Modification) on the DIP and the DIP Applicable Objectives; and

(b) any other analysis that the DIP Manager and/or the DCAB reasonably consider relevant to the Proposed Modification (and, if applicable, any Alternative Modification).

2.9 Urgent Code Modifications

2.9.1 Where there has been a recommendation of the NETSO and/or BSCCo or a recommendation of the Proposer (pursuant to paragraph 2.1.2) that a proposal should be treated as an Urgent Modification Proposal in accordance with this paragraph 2.9, then the Panel shall make a recommendation to the Authority as to:

(a) whether, in the Panel’s opinion, the proposal should be treated as an Urgent Modification Proposal;

(b) the procedure and timetable to be followed in the event that the Authority instructs that the proposal shall be treated as an Urgent Modification Proposal; and

in making its recommendation under this paragraph 2.9.1 the Panel may consider any relevant information provided to it by BSCCo and/or the NETSO.

2.9.2 For the avoidance of doubt, in relation to any Modification Business involving an Urgent Modification Proposal (or a Modification Proposal which the Proposer or BSCCo and/or the NETSO recommend should be treated as an Urgent Modification Proposal):

(a) the provisions of Section B.4.6 shall apply; and

(b) where the Panel Chair was unable to contact sufficient Panel Members in accordance with Section B4.6, the Panel Chair shall make the recommendation referred to in paragraph 2.9.1.

2.9.3 The Panel shall:

(a) not treat any Modification Proposal as an Urgent Modification Proposal except with the prior consent of the Authority;

(b) comply with the procedure and timetable in respect of any Urgent Modification Proposal approved by the Authority;

(c) comply with any instruction of the Authority not to treat a Modification Proposal as an Urgent Modification Proposal; and

(d) comply with any instruction of the Authority issued in respect of any recommendation of the Panel or the Panel Chair made pursuant to paragraphs 2.9.1 or 2.9.2.

2.9.4 Subject to paragraph 2.9.4B, for the purposes of this paragraph 2.9, the procedure and timetable in respect of an Urgent Modification Proposal may (with the approval of the Authority pursuant to paragraph 2.9.3) deviate from all or part of the Modification Procedures or follow any other procedure or timetable approved by the Authority. The Panel must notify the persons listed in paragraph 1.9.3 of any Urgent Modification Proposal and when approving any alternative procedure or timetable, the Authority must consider whether or not such procedure and timetable should allow for the persons listed in paragraph 1.9.3 to be consulted on the Urgent Modification Proposal and if so how much time should be allowed.

2.9.4A Where the procedure and timetable approved by the Authority in respect of an Urgent Modification Proposal does not provide for the establishment (or designation) of a Workgroup the Proposer’s right to withdraw or vary their Modification Proposal pursuant to paragraph 2.1.12 shall lapse from the time and date of such approval.

2.9.4B Where the Modification Proposal seeks to amend the EBGL Article 18 terms and conditions, the procedure and timetable recommended by the Panel under paragraph 2.9.1 in respect of an Urgent Modification Proposal must include a consultation on the Modification Proposal for a period of not less than one month, due consideration of the views of stakeholders resulting from such consultation and the publication of the Panel’s sound justifications for including or not including the views resulting from that consultation.

2.9.5 The Modification Report in respect of an Urgent Modification Proposal shall include any statement provided by the Authority as to why the Authority believes that such Modification Proposal should be treated as an Urgent Modification Proposal and the extent to which the procedure followed deviated from the Modification Procedures.

2.9.6 Where an Urgent Modification Proposal results in a modification being made in accordance with paragraph 1.1, the Panel may or (where it appears to the Panel that there is a reasonable level of support for a review amongst Parties) shall, following such modification, submit the modification to review by a Workgroup on terms specified by the Panel in order to consider and report as to whether any alternative modification could, as compared with such modification, better facilitate achievement of the Applicable BSC Objective(s) in respect of the subject matter of such modification.

2.9.7 For the purposes of paragraph 2.9.6, the provisions of paragraph 2.4 shall apply mutatis mutandis to the establishment and conduct of a Workgroup charged with undertaking a review pursuant to paragraph 2.9.6.

2.9.8 The Modification Secretary shall copy the report prepared by the Workgroup pursuant to paragraph 2.9.6 to each of the persons referred to in paragraph 2.1.10(a).

2.9.9 Each Party, each Panel Member, each of the persons referred to in paragraph 1.9.3, BSCCo and the Modification Secretary shall take all reasonable steps to ensure that an Urgent Modification Proposal is considered, evaluated and (subject to the approval of the Authority) implemented as soon as reasonably practicable, having regard to the urgency of the matter and, for the avoidance of doubt, an Urgent Modification Proposal may (subject to the Approval of the Authority) result in a Code Modification being made on the day on which such proposal is submitted.

2.10 Confidentiality

2.10.1 Any representations submitted by a person pursuant to the Modification Procedures shall be made publicly available save as otherwise expressly requested by such person by notice in writing to BSCCo.

2.10.2 The Panel and BSCCo shall not be liable for any accidental publication of a representation which is the subject of a request made under paragraph 2.10.1.

2.10.3 For the avoidance of doubt, all representations (whether or not marked confidential) shall be sent to the Authority.

2.10.4 Where any provision of this paragraph 2 provides for data, information or reports to be published or made available to Parties and/or other persons, the Panel shall exclude therefrom any matters in respect of which the Authority issues a notice to the Modification Secretary for the purposes of this paragraph 2.10.4.

2.11 Implementation

2.11.1 BSCCo shall be responsible for implementing the Approved Modification in accordance with the project brief prepared pursuant to paragraph 2.6.6(e) in relation to that Modification.

2.11.2 The Panel shall make such modifications to Code Subsidiary Documents (in accordance with the provisions of paragraph 3) and/or adopt such new Code Subsidiary Documents as may be necessary to give full and timely effect to an Approved Modification by the Implementation Date.

2.11.3 BSCCo shall take appropriate steps to secure such amendments to the BSC Agent Contracts as may be necessary to give full and timely effect to an Approved Modification by the Implementation Date.

2.11.4 BSCCo shall take appropriate steps to procure changes to BSC Systems and processes in order to give full and timely effect to an Approved Modification by the Implementation Date.

2.11.5 BSCCo shall promptly provide a report to the Panel where:

(a) it appears, in BSCCo's reasonable opinion, that problems may arise, or have arisen, in the implementation of an Approved Modification in accordance with the project brief prepared pursuant to paragraph 2.6.6(e); and/or

(b) BSCCo has reason to believe that the changes necessary to BSC Systems and processes will not have been completed by the Implementation Date; and/or

(c) BSCCo becomes aware of any circumstances which might otherwise prevent or delay the full and timely implementation of the Approved Modification.

2.11.6 In relation to Approved Modifications:

(a) each Party shall use its reasonable endeavours to implement changes made to Core Industry Documents and/or the System Operator-Transmission Owner Code in order to give full and timely effect to a Code Modification by the Implementation Date; and

(b) the NETSO shall make such changes to those of its systems which support the operation of the Code as may be necessary in order to give effect to a Code Modification by the Implementation Date.

2.11.7 Without prejudice to the obligations of the Panel and BSCCo under this Section F, the Implementation Date may be extended or brought forward with the prior approval of, or at the direction of, the Authority.

2.11.8 The Panel shall apply to the Authority for an extension to the Implementation Date if it becomes aware of any circumstance which is likely to cause a delay in the implementation of an Approved Modification.

2.11.9 The Panel may, after consultation with the persons listed in paragraph 2.1.10(a), apply to the Authority (providing copies of the representations made in such consultation) to bring forward the Implementation Date if the Panel is reasonably satisfied that an Approved Modification is capable of being implemented sooner than the current Implementation Date and is of the opinion that its implementation should be so brought forward.

2.11.10 Where a Relevant Challenge is made and the Panel considers the Implementation Date or a "Proposed Implementation Date" (as defined in paragraph 2.11.15) relating to a Modification Proposal is or may no longer be appropriate or may expire prior to a determination made in relation to the Relevant Challenge, the Panel shall consult with the persons listed in paragraph 2.1.10(a) as to the following:

(a) whether a Conditional Implementation Date in replacement of the current Implementation Date or Proposed Implementation Date is appropriate or advisable as a result of the Relevant Challenge; and

(b) (if the Panel considers it appropriate) whether the Conditional Implementation Date should replace the current Implementation Date or Proposed Implementation Date subject to the condition precedent that it shall be effective only if the determination of the relevant appeal or judicial review is received on or before (or not received after) a specified date.

2.11.11 After undertaking a consultation pursuant to paragraph 2.11.10 the Panel may recommend to the Authority a Conditional Implementation Date which is subject to the condition precedent that it shall be effective only if the determination in the relevant appeal or judicial review is received on or before (or not received after) a specified date.

2.11.12 The Panel shall, at the same time as the making of its recommendation under paragraph 2.11.11, provide copies of the representations made in relation to such consultation and any relevant additional information (including any information or assessment from BSCCo relating to the BSC Systems and processes) to the Authority.

2.11.13 If the Authority decides to accept the Panel’s recommendation referred to in paragraph 2.11.11, the Conditional Implementation Date so accepted (subject to any conditions precedent to its effectiveness imposed by the Authority) shall be deemed to replace the:

(a) current Implementation Date which is applicable (or purportedly applicable) by reason of paragraph 1.1.3; or

(b) Proposed Implementation Date set out in any Modification Report relating to the relevant Modification Proposal.

2.11.14 Where the Panel considers that:

(a) a Conditional Implementation Date (whether or not subject to any condition precedent concerning its effectiveness) imposed in accordance with this paragraph 2.11 is or may no longer be appropriate or may expire prior to a determination being made in relation to the Relevant Challenge; or

(b) where the Authority has previously rejected a recommendation from the Panel made pursuant to paragraph 2.11.11 but, as a result of the progress of the appeal or judicial review or some other relevant circumstance, the Panel considers that it may be appropriate to make or consider making a new recommendation to the Authority concerning a Conditional Implementation Date;

paragraphs 2.11.10, 2.11.11, 2.11.12 and 2.11.13 shall apply mutatis mutandis.

2.11.15 For the purposes of this paragraph 2.11:

(a) there shall be a Relevant Challenge where any necessary consent or permission to bring an appeal or seek a judicial review from or of a decision by the Authority to accept or reject a Modification Proposal is granted and such an appeal or judicial review is made, brought or proceeded with; and

(b) Proposed Implementation Date means a proposed Implementation Date set out in a Modification Report in accordance with Annex F-1 in relation to any Modification Proposal in respect of which a decision has been made (or purportedly made) by the Authority to approve or reject such Modification Proposal.

2.11.16 Where, in relation to a Modification Proposal which is the subject of a notice of the NETSO pursuant to paragraphs 1.1.2 or 1.1.4, a Party either makes:

(a) an application for consent or permission to make or seek an appeal or judicial review; or

(b) a Relevant Challenge;

the Party must submit written notice of such application and/or Relevant Challenge to the Modification Secretary no later than five Business Days from the date such application and/or Relevant Challenge is made.

2.11.17 Upon receiving a notice pursuant to paragraph 2.11.16(b) the Modification Secretary shall send notice of such to the persons listed in paragraph 2.1.10(a).

2.11.18 Where the Authority considers that the proposed Implementation Date specified in a Modification Report in accordance with paragraph 2.7.7(b) (and in respect of which notification of the Authority’s decision pursuant to paragraphs 1.1.2 or 1.1.4 has not been made), is or may no longer be appropriate or might otherwise prevent the Authority from making such decision by reason of the effluxion of time, the Authority may direct the Panel to consult with the persons listed in paragraph 2.1.10(a) on a revised proposed Implementation Date.

2.11.19 Following the completion of a consultation held pursuant to paragraph 2.11.18, the Panel shall recommend a revised proposed Implementation Date to the Authority.

2.11.20 If the Authority decides to accept the Panel’s recommendation pursuant to paragraph 2.11.19 the Authority shall notify the Panel of its decision and the revised proposed Implementation Date so accepted shall, for the purposes of the Code, be deemed to have replaced the proposed Implementation Date specified in the relevant Modification Report.

2.11.21 In respect of any consultation held pursuant to paragraph 2.11.18, the Panel may in addition consult on any matters relating to the relevant Modification Report which in the Panel’s opinion have materially changed since the relevant Modification Report was submitted to the Authority in accordance with paragraph 2.7.6 and where it does so, the Panel shall report on such matters as part of its recommendation in accordance with paragraph 2.11.19.

2.11.22 In respect of an Approved Self-Governance Modification Proposal that was comprised in a cross code change package, the provisions of this paragraph 2.11 relating to the Authority’s power to revise proposed Implementation Dates shall apply to the Panel mutatis mutandis.

2.11.22 For the purposes of a direction made pursuant to paragraph 2.11.18, the Authority may:

(a) specify that the revised proposed Implementation Date shall not be prior to a specified date;

(b) specify a reasonable period (taking into account a reasonable period for consultation) within which the Panel shall be obliged to make its recommendation in accordance with paragraph 2.11.19; and/or

(c) provide such reasons as it deems appropriate for such direction including in respect of those matters referred to in paragraphs 2.11.22(a) and 2.11.22(b), where applicable.

2.11.23 The provisions of paragraphs 2.11.18, 2.11.19, 2.11.20, 2.11.21 and 2.11.22 shall only be effective in respect of any Modification Proposals raised pursuant to paragraph 2.1.1 (but subject always to paragraphs 2.1.7 and 2.1.12) after the Relevant Implementation Date.

2.12 Intentionally left blank

3. CREATION AND MODIFICATION OF CODE SUBSIDIARY DOCUMENTS

3.1 Scope

3.1.1 Subject to the further provisions of this paragraph 3.1, the Panel may modify (whether by way of amendment, deletion, addition, replacement or otherwise) existing Code Subsidiary Documents or create additional Code Subsidiary Documents in accordance with the procedures set out in paragraph 3.2.

3.1.2 The Panel may only make modifications to existing Code Subsidiary Documents or create additional Code Subsidiary Documents if and to the extent that:

(a) the modified Code Subsidiary Document or additional Code Subsidiary Document is consistent with, and does not impair, frustrate or invalidate, the provisions of the Code; and

(b) the modification or addition does not impose new obligations or restrictions of a material nature on Parties or Party Agents (or classes thereof) which are not authorised or envisaged by, or subsidiary to, the rights and obligations of the Parties under, the Code.

3.1.3 The Panel Secretary shall notify:

(a) each Party;

(b) each BSC Agent; and

promptly of any modification to an existing Code Subsidiary Document or the creation of any new Code Subsidiary Document.

3.1.4 A modification to or the addition of a Code Subsidiary Document pursuant to this paragraph 3.1 shall take effect on the later of:

(a) the date specified by the Panel; and

(b) the date of any notice issued pursuant to paragraph 3.1.3.

3.1.5 The Panel may establish a Panel Committee, in accordance with Section B, which shall be responsible for reviewing, considering and recommending changes to Code Subsidiary Documents or the establishment of new Code Subsidiary Documents with a view to ensuring that the Code and the Code Subsidiary Documents together continue to facilitate achievement of the Applicable BSC Objective(s).

3.1.6 Not used.

3.2 Procedures

3.2.1 Subject to paragraph 3.2.4, the Panel shall, prior to making any modification to a Code Subsidiary Document or to establishing a new Code Subsidiary Document pursuant to paragraph 3.1.1, consult with Parties and interested third parties in such manner as it considers appropriate, in the light of the complexity, importance and urgency of the proposed change and shall have regard to any representations made and not withdrawn during such consultation.

3.2.2 In complying with paragraph 3.2.1, the Panel shall ensure that the proposed draft changes are copied to each Party and (subject, to the extent applicable, to Section H1.4.3) otherwise published in such manner as it sees fit, and Parties and interested third parties shall be given a reasonable opportunity to comment on the proposed changes, having regard to the urgency of the matter.

3.2.3 The provisions of BSCP40 shall apply in relation to the modification of any existing or the establishment of any new Code Subsidiary Document pursuant to this paragraph 3.

3.2.4 Where a proposed modification to a Code Subsidiary Document qualifies as a Standard Change in accordance with the Standard Change Criteria outlined in Annex X-1, paragraphs 3.2.1 and 3.2.2 shall not apply and the process set out in BSCP40 shall be followed.

4. IS POLICIES

4.1 Establishment

4.1.1 The Panel may establish and implement policies addressing, among other things, the following matters:

(a) the establishment and maintenance of a quality management system;

(b) the establishment of a design authority to oversee changes to BSC Systems;

(d) the establishment and maintenance of appropriate security arrangements (covering, for example, confidentiality, system access control and building access control).

4.1.2 The purpose of the IS Policies shall be to give assurance to Parties that the BSC Systems meet any requirements associated with quality.

4.1.3 The policies described in paragraph 4.1.1 shall be known as "IS Policies" and shall be published in such manner as the Panel sees fit.

4.2 Changes to BSC Systems

4.2.1 Where a change is proposed to a BSC System which does not require a Code Modification or a modification to a Code Subsidiary Document, such change shall be evaluated, developed and, if approved by the Panel, implemented in accordance with the IS Policies and with BSCP40.

5. SIGNIFICANT CODE REVIEW

5.1 Significant Code Review Phase

5.1.1 The Authority may at any time notify Parties of a Significant Code Review.

5.1.2 The notice referred to in paragraph 5.1.1 shall include:

(a) a statement that the Authority’s review shall constitute a Significant Code Review;

(b) the start date of the Significant Code Review; and

5.1.3 Subject to paragraphs 5.1.3A and 5.1.4, a Significant Code Review Phase shall commence on the date specified by the Authority pursuant to paragraph 5.1.2(b) and shall be deemed to have ceased for the purposes of the Code on the date that:

(a) the NETSO raises a SCR Modification Proposal in accordance with a direction from the Authority pursuant to paragraph 5.3.1 arising from the relevant Significant Code Review;

(aa) the Authority raises a SCR Modification Proposal arising from the relevant Significant Code Review; or

(b) the Authority issues a statement to Parties to the effect that no direction in accordance with paragraph 5.1.3(a) or SCR Modification Proposal in accordance with 5.1.3(aa) will be issued;

provided that the Authority shall issue a direction pursuant to paragraph 5.3.1(a), raise a SCR Modification Proposal pursuant to 5.1.3(aa) or issue a statement pursuant to paragraphs 5.1.3(b) or 5.1.3A within twenty eight days after the Authority publishes its Significant Code Review Conclusions.

5.1.3A If the Authority issues a statement that it will continue work and/or issue a direction in accordance with paragraph 5.3B, the Significant Code Review Phase will be deemed to have ended when;

(a) the Authority issues a statement that the Significant Code Review Phase has ended;

(b) one of the circumstances in paragraphs 5.1.3(aa) or (b) occurs (irrespective of whether such circumstance occurs within twenty eight days after the Authority has published its Significant Code Review Conclusions); or

(c) the Authority makes a decision consenting or otherwise to the modification of the BSC following the Panel’s submission of its report under paragraph 5.3A.

5.1.4 Unless the Authority issues a statement in accordance with paragraph 5.1.3A, if any of the Authority’s direction described in paragraphs 5.3.1(a), a SCR Modification Proposal as described in paragraph 5.1.3(aa) or the Authority’s statement described in paragraph 5.1.3(b) are not issued within twenty eight days after the date on which the Authority publishes its Significant Code Review Conclusions then, for the purposes of the Code, a Significant Code Review Phase shall be deemed to have ended on the twenty ninth day after publication of the Significant Code Review Conclusions.

5.2 Modifications raised during a Significant Code Review Phase

5.2.1 The Authority may notify the Panel at any time of its determination that a Proposed Modification raised during a Significant Code Review Phase is exempt from the Significant Code Review (a "SCR Exempt Modification Proposal").

5.2.2 Unless the Authority issues a notification pursuant to paragraph 5.2.1 the Panel shall, as soon as reasonably practicable after a Modification Proposal is raised during a Significant Code Review Phase, conduct a SCR Suitability Assessment of the relevant Modification Proposal and submit a SCR Suitability Assessment Report to the Authority which shall include the Panel’s assessment of:

(a) whether such Modification Proposal falls within the scope of a Significant Code Review and its reasons for that assessment;

(b) whether such Modification Proposal is a SCR Modification Proposal; and

(c) any other matters which the Panel considers to be relevant including the urgency or otherwise of the Modification Proposal.

5.2.3 For the purposes of a SCR Suitability Assessment, the Panel may invite representations from Parties or conduct a consultation with such of those persons listed in paragraph 2.1.10(a) as it deems fit in its absolute discretion provided that any associated SCR Suitability Assessment Report shall contain such representations or consultation responses (as the case may be).

5.2.4 Following receipt of a SCR Suitability Assessment Report the Authority may notify the Panel of its determination of whether the relevant Modification Proposal falls within the scope of a relevant Significant Code Review.

5.2.5 Subject to paragraph 5.2.6 but without prejudice to paragraph 2.1.12, a Modification Proposal raised during a Significant Code Review Phase shall proceed in accordance with paragraph 2 of this Section F until and unless the Authority notifies the Panel of its determination that such Modification Proposal falls within the scope of a Significant Code Review (a "SCR Subsumed Modification Proposal") whereupon the Panel shall, as soon as reasonably practicable, notify those persons listed at paragraph 2.1.10(a) and the Proposer that such SCR Subsumed Modification Proposal shall not proceed further in accordance with paragraph 2 of this Section F until the relevant Significant Code Review Phase has ended in accordance with paragraph 5.1.3.

5.2.6 Without prejudice to paragraph 5.2.10, the Authority may notify the Panel that, notwithstanding its determination that a Modification Proposal falls within the scope of the relevant Significant Code Review, having considered all the relevant circumstances including the urgency of the subject matter of the Modification Proposal, such Modification Proposal may proceed in accordance with paragraph 2 of this Section F.

5.2.7 Subject to paragraph 5.2.9, for the avoidance of doubt, if the Authority determines that a Proposed Modification is a SCR Exempt Modification Proposal then for the purposes of the Code any associated Alternative Proposal shall be treated as a SCR Exempt Modification Proposal.

5.2.8 At any time prior to the submission of a Modification Report in respect of a SCR Exempt Modification Proposal in accordance with paragraph 2.7.6, the Authority may direct that the Panel re-submit a SCR Suitability Assessment Report in respect of that SCR Exempt Modification Proposal and/or any associated Alternative Proposal, provided that until and unless the Authority makes a determination in accordance with paragraph 5.2.9 such SCR Exempt Modification Proposal and/or any associated Alternative Proposal shall proceed in accordance with paragraph 2 of this Section F.

5.2.9 Following the receipt of a SCR Suitability Assessment Report pursuant to paragraph 5.2.8, if the Authority notifies the Panel of its determination that the relevant Proposed Modification and/or any associated Alternative Modification shall be treated as a SCR Subsumed Modification Proposal for the purposes of the Code then such Modification Proposal shall not proceed further until the relevant Significant Code Review Phase has ended in accordance with paragraph 5.1.3 and the Modification Secretary shall notify the Authority’s determination pursuant to this paragraph 5.2.9 to those persons listed in paragraph 2.1.10(a).

5.2.10 The provisions of paragraph 2.9 shall apply mutatis mutandis to a SCR Subsumed Modification Proposal as if:

(a) references to a "proposal" and a "Modification Proposal" were references to a "SCR Subsumed Modification Proposal";

(b) references to BSCCo and/or the NETSO were removed in paragraphs 2.9.1 and 2.9.2, such that the right to make a recommendation to the Panel to treat a SCR Subsumed Modification Proposal as an Urgent Modification Proposal were limited to the Proposer; and

5.2.11 For the avoidance of doubt, if the Authority consents to treat a SCR Subsumed Modification Proposal as an Urgent Modification Proposal it shall cease to be treated as a SCR Subsumed Modification Proposal for the purposes of the Code and shall proceed in accordance with paragraph 2.9.

5.3 Significant Code Review Modifications

5.3.1 The Authority may direct the NETSO to raise a SCR Modification Proposal and:

(a) the NETSO shall comply with the Authority’s direction (including any timetable relating thereto);

(b) the NETSO and/or the Panel shall not withdraw the SCR Modification Proposal pursuant to paragraphs 2.1.12 and 2.1.12A respectively without the prior consent of the Authority;

(c) the SCR Modification Proposal shall not be amalgamated with any other Modification Proposal in accordance with paragraph 2.3 or otherwise without the prior consent of the Authority; and

(d) the Authority’s Significant Code Review Conclusions (if any) or direction in respect of the SCR Modification Proposal shall not fetter the views of the relevant Workgroup, the voting rights of the Panel or the recommendation of the Modification Report in respect of such SCR Modification Proposal.

5.3.1A The Authority may raise a SCR Modification Proposal and:

(a) the Panel shall not withdraw the SCR Modification Proposal pursuant to paragraphs 2.1.12A without the prior consent of the Authority;

(b) the SCR Modification Proposal shall not be amalgamated with any other Modification Proposal in accordance with paragraph 2.3 or otherwise without the prior consent of the Authority; and

(c) the Authority’s Significant Code Review Conclusions (if any) or direction in respect of the SCR Modification Proposal shall not fetter the views of the relevant Workgroup, the voting rights of the Panel or the recommendation of the Modification Report in respect of such SCR Modification Proposal.

5.3.2 The Panel shall not refuse to accept a SCR Modification Proposal in accordance with paragraph 2.1.4 or otherwise.

5.3.3 If, pursuant to paragraphs 5.3.1(b) and 5.3.1A(a), the Authority consents to the withdrawal of a SCR Modification Proposal, the provisions of paragraph 2.1.12B shall apply to such SCR Modification Proposal.

5.3A Authority Led SCR Modification

5.3A.1 Where the Authority has issued a statement in accordance with paragraph 5.1.3A and/or a Backstop Direction in accordance with paragraph 5.3B.1, the Authority may submit an Authority Led SCR Modification Proposal for an Authority Led SCR Modification directly to the Panel.

5.3A.2 In response to an Authority Led SCR Modification Proposal the Panel shall prepare an Authority Led SCR Modification Report which shall include;

(a) an evaluation of the proposed Authority Led SCR Modification; and

(b) an assessment of the extent to which the proposed Authority Led SCR Modification would better facilitate achievement of the applicable BSC objective(s); and

(c) a detailed explanation of the Panel’s reasons for that assessment (such assessment to include, where the impact is likely to be material, an assessment of the proposal on greenhouse gas emissions, to be conducted in accordance with such guidance on the treatment of carbon costs and evaluation of the greenhouse gas emissions as may be issued by the Authority from time to time); and

(d) a timetable for implementation of the Authority Led SCR Modification, including the date with effect from which such modification could take effect.

5.3A.3 The Authority Led SCR Modification Report shall be submitted to the Authority as soon after the SCR Modification Proposal is submitted for evaluation as is appropriate (taking into account the complexity, importance and urgency of the modification).

5.3A.4 The Authority can require the revision and re-submission of the Authority Led SCR Modification Report in accordance with paragraph 2.7A.1;

5.3A.5 The timetable referred to in paragraph 5.3A.2(d) for implementation of any modification shall be set by the Authority under paragraph 5.3A.1 or where no timetable has been issued by the Authority under paragraph 5.3A.1, the timetable shall be such as will enable the modification to take effect as soon as practicable, account being taken of the complexity, importance and urgency of the modification with the Authority having discretion to change the timetable.

5.3A.6 The timetable for the completion of the procedural steps for a Authority Led SCR Modification, as outlined in paragraphs 5.3A.2, 5.3A.3 and 5.3A.4, shall be set by the Authority in its sole discretion.

5.3A.7 Subject to paragraph 5.3A.6 the Panel may conduct such consultation with Parties and interested third parties as it considers necessary.

5.3A.8 The Significant Code Review Conclusions and Authority Led SCR Modification Proposal shall not fetter the voting rights of the Panel or the recommendation procedures informing the report described at paragraph 5.3A.2.

5.3B Backstop Direction

5.3B.1 Where a SCR Modification Proposal has been made in accordance with paragraph 5.3.1 or 5.3.1A and it falls within the scope of paragraph 2.1.1(h), the Authority may issue a direction (a "Backstop Direction"), which requires such proposal(s) and any alternatives to be withdrawn and which causes the Significant Code Review phase to recommence. Paragraph 2.1.12B shall not apply when a Backstop Direction is issued.

5.4 Modifications raised prior to a Significant Code Review

5.4.1 Without prejudice to paragraph 2.1.12(a), the Proposer of a Modification Proposal raised prior to a Significant Code Review may at any time prior to completion of the Workgroup’s report prepared in accordance with paragraph 2.6.4, request that the Panel suspend progress of such Modification Proposal until the relevant Significant Code Review ceases in accordance with paragraph 5.1.3.

5.4.2 The Proposer shall specify the reasons for a request submitted in accordance with paragraph 5.4.1.

5.4.3 If the Panel is satisfied that a Modification Proposal should be suspended pursuant to paragraph 5.4.1 ("a SCR Suspended Modification Proposal"), the Modification Secretary shall notify those persons listed in paragraph 2.1.10(a).

5.4.4 Upon cessation of the relevant Significant Code Review in accordance with paragraph 5.1.3, the Panel shall, subject to paragraph 2.2.9, revise the timetable for completion of the Definition Procedure and/or Assessment Procedure (as the case may be) relating to a SCR Suspended Modification Proposal taking into account the period of suspension.

5.4.5 For the avoidance of doubt, a period of suspension in respect of a SCR Suspended Modification Proposal shall not be treated as a period of extension of the timetable for the purposes of paragraph 2.2.9.

6. SELF-GOVERNANCE

6.1 Determination of Self-Governance

6.1.1 A Modification Proposal shall be treated as suitable for the self-governance route ("a Self-Governance Modification Proposal") where:

(a) subject to paragraphs 6.1.2, 6.1.3 and 6.1.4, the Panel has submitted (and not withdrawn) a Self–Governance Statement to the Authority in respect of such Modification Proposal; or

(b) the Authority notifies the Panel of its determination that such Modification Proposal satisfies the Self-Governance Criteria and is suitable for the self-governance route.

6.1.2 The Panel may conduct a consultation of the relevant persons listed in paragraph 2.1.10(a) prior to submitting a Self-Governance Statement to the Authority but where it does so, it shall unless otherwise directed by the Authority, submit copies of all consultation responses received to the Authority at least seven days prior to the date it intends to make any determination in accordance with paragraph 6.1.3.

6.1.3 Subject to paragraph 6.1.4, the Panel may determine no earlier than seven days after submitting the consultation responses to the Authority in accordance with paragraph 6.1.2 whether or not a Proposed Self-Governance Modification or any associated Alternative Self-Governance Modification better facilitates the achievement of the Applicable BSC Objectives when compared to the existing provisions of the Code.

6.1.4 Where paragraph 6.1.1(a) applies, the Panel may determine a Self-Governance Modification Proposal in accordance with paragraph 6.1.3 until and unless the Authority directs the Panel that such Modification Proposal does not satisfy the Self-Governance Criteria and is not suitable for self-governance provided that such direction occurs no later than any relevant determination by the Panel in accordance with paragraph 6.1.3.

6.1.5 For the avoidance of doubt, if a Modification Proposal is not suitable for self-governance in accordance with paragraph 6.1.1 or as otherwise determined by the Authority, it shall be processed as further provided in paragraph 2 of this Section F.

6.1.6 For the avoidance of doubt (but subject always to the provisions of this paragraph 6) the provisions of paragraph 2 of this Section F shall apply mutatis mutandis to a Self-Governance Modification Proposal as if:

(a) references to a "Proposed Modification" were references to a "Proposed Self-Governance Modification";

(b) references to a "Alternative Modification" were references to a "Alternative Self-Governance Modification"; and

6.1.7 A Self-Governance Statement shall, wherever possible, include the Panel’s proposed date for the Panel’s determination of a relevant Self-Governance Modification Proposal, provided that without prejudice to the foregoing the Modification Secretary shall notify the Authority as soon as reasonably practicable of the proposed date where it is not stated in the Self-Governance Statement or any revisions to such proposed date.

6.2 Withdrawal of a Self-Governance Statement

6.2.1 The Panel may, prior to making its determination pursuant to paragraph 6.1.3, withdraw an associated Self-Governance Statement provided that it notifies those persons listed in paragraph 2.1.10(a) of its decision and the reasons in respect thereof, and subject to any determination of the Authority pursuant to paragraph 6.1.1(b), such Modification Proposal shall be processed as further provided in paragraph 2 of this Section F.

6.3 Implementation of a Self-Governance Modification Proposal

6.3.1 Within the same day as the Panel determines whether or not the Proposed Self-Governance Modification or any associated Alternative Self-Governance Modification should be implemented in accordance with paragraph 6.1.3, the Modification Secretary shall notify the Authority, the NETSO, each of the persons referred to in paragraph 1.9.3 and each Party of the Panel’s determination.

6.3.2 Within three Business Days after the notification pursuant to paragraph 6.3.1, the Modification Secretary shall finalise the relevant Self-Governance Modification Report and shall forthwith:

(a) submit such Self-Governance Modification Report to the Authority and the NETSO; and

(b) copy such Self-Governance Modification Report to:

(i) each Party; and

(ii) each Panel Member; and

(iii) each of the persons referred to in paragraph 1.9.3.

6.3.3 Subject always to paragraph 6.4, following receipt of a Self-Governance Modification Report pursuant to paragraph 6.3.2(a), the NETSO shall serve a notice of modification on the Modification Secretary signed by the NETSO in accordance with the determination of the Panel set out in the relevant Self-Governance Modification Report and furthermore:

(a) the Code shall (if applicable) be modified in accordance with the terms of such notice; and

(b) the Modification Secretary shall send a copy of such notice to all the persons listed in paragraph 1.1.2(b).

6.3.4 The Self-Governance Modification Report shall not specify a Self-Governance Implementation Date (if any) earlier than sixteen Business Days after the Panel’s determination pursuant to paragraph 6.1.3.

6.4 Appeal relating to the Panel’s determination of a Self-Governance Modification Proposal

6.4.1 The Panel’s determination in relation to a Proposed Self-Governance Modification or any associated Alternative Self-Governance Modification shall be implemented in accordance with paragraph 6.3.3 unless an appeal is notified by any of the persons listed in paragraph 2.1.10(a) to the Authority and the Panel in accordance with paragraphs 6.4.2 and 6.4.10 no later than fifteen Business Days after the relevant Panel determination was notified to Parties pursuant to paragraph 6.3.1.

6.4.2 Subject to paragraph 6.4.2A, any of the persons listed in paragraph 2.1.10(a) (an "appealing party") may raise an appeal in relation to a determination of the Panel pursuant to paragraph 6.3.1 upon the basis that:

(a) the appealing party is, or is likely to be, unfairly prejudiced by the implementation or non-implementation of a Self-Governance Modification Proposal;

(b) in the case of an Approved Self-Governance Modification Proposal, the Proposed Self-Governance Modification or an associated Alternative Self-Governance Modification (if any) does not better facilitate the achievement of one or more of the Applicable BSC Objectives; or

(c) in the case of a Rejected Self-Governance Modification Proposal, the Proposed Self-Governance Modification or an associated Alternative Self-Governance Modification (if any) better facilitates the achievement of one or more of the Applicable BSC Objectives.

6.4.2A The Secretary of State, a CFD Settlement Services Provider and a CM Settlement Services Provider shall not be entitled to raise an appeal under paragraph 6.4.2.

6.4.3 Where an appeal is raised in relation to a determination of the Panel pursuant to paragraph 6.3.1 the Authority may:

(a) refuse permission to appeal where:

(i) the appeal does not comply with paragraphs 6.4.1; and/or

(ii) none of the grounds set out in paragraph 6.4.2 have been specified by the appealing party as the basis for their appeal; or

(iii) in the opinion of the Authority the appeal has been brought for reasons which are trivial, vexatious or have no reasonable prospect of success; or

(b) where permission to appeal has not been refused pursuant to paragraph 6.4.3(a), consider the appeal and:

(i) reject the appeal where, in the opinion of the Authority, the criterion set out in paragraph 6.4.2(a) has not been satisfied and/or the determination of the Panel pursuant to paragraph 6.3.1 was correct; or

(ii) subject to paragraph 6.4.5, uphold the appeal where, in the opinion of the Authority, at least one of the criteria for appeal set out in paragraph 6.4.2 are satisfied.

6.4.4 If permission to appeal is refused in accordance with paragraph 6.4.3(a) or an appeal is rejected in accordance with paragraph 6.4.3(b)(i), the Panel’s determination pursuant to paragraph 6.3.1 shall be implemented and (if applicable) the Code shall be modified in accordance with paragraph 6.3.3(a).

6.4.5 Without prejudice to paragraph 6.4.9, where the Authority upholds an appeal in accordance with paragraph 6.4.3(b)(ii), it shall:

(a) quash the relevant Panel determination appealed against and determine whether or not the relevant Proposed Self-Governance Modification and any associated Alternative Self-Governance Modification should be implemented, provided that in such event the relevant Panel determination appealed against shall, for the purposes of the Code, be treated as a Modification Report containing a recommendation of the Panel pursuant to paragraph 2.7.7; or

(b) remit the Proposed Self-Governance Modification and any associated Alternative Self-Governance Modification back to the Panel for re-consideration and a further determination by the Panel pursuant to paragraph 6.1.3.

6.4.6 Notwithstanding the provisions of paragraph 6.3, a Proposed Self-Governance Modification and any associated Alternative Self-Governance Modification shall not be implemented pending the outcome of any appeal in respect of that Self-Governance Modification Proposal.

6.4.7 For the avoidance of doubt, if the Authority upholds an appeal in accordance with paragraph 6.4.3(b)(ii) and makes a determination in accordance with paragraph 6.4.5(a), the provisions of paragraph 2 of this Section F shall apply to the relevant Modification Proposal.

6.4.8 For the avoidance of doubt, the provisions of paragraphs 6.3 and 6.4 shall apply to any further determination of the Panel made pursuant to a remittal by the Authority in accordance with paragraph 6.4.5(b).

6.4.9 For the avoidance of doubt, the Panel shall comply with any decision or direction of the Authority arising from an appeal under this paragraph 6.4, including the provision of additional analysis or information.

6.4.10 A notice of appeal issued pursuant to paragraph 6.4.1 shall specify:

(a) the basis for the appeal in accordance with paragraph 6.4.2; and

(b) the reasons for the appeal.

7. FAST TRACK SELF-GOVERNANCE

7.1 Determination of Fast Track Self-Governance

7.1.1 A Modification Proposal shall be treated as suitable for the fast track self-governance route (a "Fast Track Self-Governance Modification Proposal") where the Panel determines by unanimous vote that a Modification Proposal meets all of the Fast Track Self-Governance Criteria.

7.2 Implementation of Fast Track Self-Governance Modification Proposals

7.2.1 A Fast Track Self-Governance Modification Proposal shall only be implemented pursuant to paragraph 7 where:

(a) the Panel has unanimously determined that the Fast Track Self-Governance Modification Proposal should be implemented; and

(b) no objections have been received pursuant to paragraph 7.3.

7.2.2 Within one Business Day after the Panel has made its determination under paragraph 7.2.1, the Modification Secretary shall send the Fast Track Self-Governance Modification Report to the Authority, the NETSO and each Party and publish it on the BSC Website.

7.2.3 Subject always to paragraph 7.3, following receipt of a Fast Track Self-Governance Modification Report pursuant to paragraph 7.2.2, the NETSO shall serve a notice of modification on the Modification Secretary signed by the NETSO in accordance with the determination of the Panel set out in the relevant Fast Track Self-Governance Modification Report and:

(a) the Code shall be modified in accordance with the terms of such notice; and

(b) the Modification Secretary shall send a copy of such notice to all the persons listed in paragraph 1.1.2(b).

7.2.4 The Fast Track Self-Governance Modification Report shall not specify a Fast Track Self-Governance Implementation Date (if any) earlier than sixteen Business Days after the date of the notice under paragraph 7.2.2.

7.3 Objections to Fast Track Self-Governance Modification Proposals

7.3.1 The Panel’s determination in relation to a Fast Track Self-Governance Modification Proposal shall be implemented in accordance with paragraph 7.2.3 unless an objection is raised in accordance with paragraph 7.3.2.

7.3.2 Any of the persons specified in paragraph 7.2.2 may raise an objection to a determination of the Panel pursuant to paragraph 7.1.1 or 7.2.1 by:

(a) notifying the Modification Secretary of the objection no later than fifteen Business Days after the date of the notice sent under paragraph 7.2.2; and

(b) including in such objection notice an explanation of why the objecting person objects to the Modification Proposal including, where applicable, rationale for why the Modification Proposal does not satisfy all of the Fast Track Self-Governance Criteria.

7.3.3 Within one Business Day of receiving an objection notice the Modification Secretary shall notify each of the persons specified in paragraph 1.1.2 (b) that an objection has been raised in respect of that Fast Track Self-Governance Modification Proposal.

7.3.4 Where an objection is raised pursuant to paragraph 7.3 the Fast Track Self-Governance Modification Proposal shall not be implemented under paragraph 7 and the Panel shall:

(a) determine that such Modification Proposal shall be progressed under paragraph 6 in which case:

(i) the Modification Proposal shall be deemed to be a Self-Governance Modification Proposal;

(ii) the Fast Track Self-Governance Modification Report shall be deemed to be a Self-Governance Statement; and

(iii) the provisions of paragraphs 6.3, 6.4 and (subject always to the provisions of paragraph 6) 2.7 shall apply in respect of that Modification Proposal; or

(b) determine that such Modification Proposal shall be progressed as further provided in paragraph 2.7 of this Section F; or

(c) determine that such Modification Proposal shall be progressed as further provided in paragraph 2.6 of this Section F.

7.3.5 Before making a determination in accordance with paragraphs 7.3.4(a) or 7.3.4(b) the Panel shall first make a determination as to whether the Modification Proposal better facilitates the achievement of the Applicable BSC objectives when compared with the existing provisions of the Code.

8. AUTHORITY RAISED OR DIRECTED MODIFICATION PROPOSALS

8.1 Authority Raised Modification Proposals

8.1.1 Where a Modification Proposal has been raised pursuant to paragraph 2.1.1(g), the Panel shall comply with any direction(s) issued by the Authority in respect of that Modification Proposal setting and/or amending a timetable for the;

(a) completion of each stage of the Modification Procedure; and/or

(b) implementation of the modification.

8.2 Authority Directed Modification Proposals

8.2.1 Subject to paragraph 5.3, the Authority may direct the NETSO to raise a Modification Proposal only in relation to modifications which the Authority reasonably considers are necessary to comply with or implement the Electricity Regulation and/or any relevant legally binding decisions of the European Commission and/or the Agency, but a binding decision does not include a decision that is not, or so much of a decision that is not, Assimilated Law.

8.2.2 The NETSO and the Panel shall comply with any direction(s) issued by the Authority in accordance with paragraph 8.2.1:

(a) requiring the NETSO to raise a modification proposal; and/or

(b) setting or amending a timetable for the:

(i) completion of each of the proposal steps; and/or

(ii) implementation of a modification.

8.3 Acceptance of Authority Raised or Directed Modification Proposals

8.3.1 The Panel shall not refuse to accept such a Modification Proposal which has been raised pursuant to paragraphs 8.1 or 8.2 whether in accordance with paragraph 2.1.4 or otherwise.

8.4 Withdrawal of Authority Raised or Directed Modification Proposals

8.4.1 Modification Proposals raised or directed by the Authority in accordance with paragraphs 8.1 or 8.2 shall not be withdrawn by the NETSO and/or the Panel pursuant to paragraphs 2.1.12 and 2.1.12A respectively without the prior consent of the Authority.

8.4.2 If, pursuant to paragraph 8.4.1, the Authority consents to the withdrawal of a Modification Proposal, the provisions of paragraph 2.1.12B shall apply to such Modification Proposal.

8.5 Amalgamation of Authority Raised or Directed Modification Proposals

8.5.1 The Modification Proposal which has been raised pursuant to paragraph 8.1 or 8.2 shall not be amalgamated with any other Modification Proposal in accordance with paragraph 2.3 or otherwise without the prior consent of the Authority.

8.6 Non-Fettering of Voting Rights

8.6.1 In respect of any Modification Proposal which has been raised pursuant to paragraph 8.1 or 8.2 the views of the relevant Workgroup, the voting rights of the Panel or the recommendation of the Panel in respect of such Modification Proposal shall not be fettered or restricted notwithstanding that such Modification Proposal has been so raised under paragraph 8.1 or 8.2.

ANNEX F-1:

CONTENTS OF REPORTS

1. The matters referred to in Section F2.6.4 are (to the extent applicable to the proposal in question):

(a) a description of the Proposed Modification including the details of, and the rationale for, any variations made (or, as the case may be, omitted) by the Proposer together with the views of the Workgroup, and an analysis of and the views and rationale of the Workgroup as to whether (and, if so, to what extent) the Proposed Modification would better facilitate achievement of the Applicable BSC Objective(s);

(b) a description and analysis of any Alternative Modification developed by the Workgroup which, as compared with the Proposed Modification, would better facilitate achievement of the Applicable BSC Objective(s) and the views and rationale of the Group in respect thereof;

(i) the impact of the Proposed Modification and any Alternative Modification on BSC Systems;

(ii) any changes and/or developments which would be required to BSC Systems in order to give effect to the Proposed Modification and any Alternative Modification;

(iii) the total development and capital costs of making the changes and/or delivering the developments referred to in paragraph (ii);

(iv) the time period required for the design, build and delivery of the changes and/or developments referred to in paragraph (ii);

(v) the increase or decrease in the payments due under the BSC Agent Contracts in consequence of the Proposed Modification and any Alternative Modification;

(vi) the additional payments (if different from those referred to in paragraph (v)) due in connection with the operation and maintenance of the changes and/or developments to BSC Systems as a result of the Proposed Modification and any Alternative Modification;

(vii) any other costs or liabilities associated with BSC Systems attributable to the Proposed Modification and any Alternative Modification;

(d) an assessment of:

(i) the impact of the Proposed Modification and any Alternative Modification on the Core Industry Documents and/or the System Operator-Transmission Owner Code and an indication of potential inconsistencies the Proposed Modification and any Alternative Modification have with the Capacity Market Documents and/or the CFD Documents;

(ii) the changes which would be required to the Core Industry Documents and/or the System Operator-Transmission Owner Code in order to give effect to the Proposed Modification and any Alternative Modification;

(iii) the mechanism and likely timescale for the making of the changes referred to in paragraph (ii);

(iv) the changes and/or developments which would be required to central computer systems and processes used in connection with the operation of arrangements established under the Core Industry Documents and/or the System Operator-Transmission Owner Code and/or the Capacity Market Documents and/or the CFD Documents;

(v) the mechanism and likely timescale for the making of the changes referred to in paragraph (iv);

(vi) an estimate of the costs associated with making and delivering the changes referred to in paragraphs (ii) and (iv);

(vii) any potential inconsistencies the Proposed Modification and any Alternative Modification have with the CFD Arrangements and/or the CM Arrangements;

(viii) whether (and the extent to which) the Proposed Modification and any Alternative Modification seeks to amend the EBGL Article 18 terms and conditions;

(ix) where a Proposed Modification or any Alternative Modification includes an amendment to the Article 18 Terms and Conditions, the expected impact on the EBGL Objectives,

together with a summary of representations in relation to such matters;

(e) an assessment of:

(i) the likely increase or decrease in BSC Costs (to the extent not already taken into account in paragraph (c) above) in consequence of the Proposed Modification and any Alternative Modification;

(ii) the changes required to Systems and processes of BSCCo in order to give effect to the Proposed Modification and any Alternative Modification; and

(iii) the BSC Costs which are expected to be attributable to the implementation of the Proposed Modification and any Alternative Modification, to the extent not taken into account under any other provision of this Annex F-1;

(f) to the extent such information is available to the Workgroup, an assessment of the impact of the Proposed Modification and any Alternative Modification on Parties in general (or classes of Parties in general) and Party Agents in general, including the changes which are likely to be required to their internal systems and processes and an estimate of the development, capital and operating costs associated with implementing the changes to the Code and to Core Industry Documents and/or the System Operator-Transmission Owner Code;

(g) an assessment of the Proposed Modification and any Alternative Modification in the context of the statutory, regulatory and contractual framework within which the Code sits (taking account of relevant utilities, competition and financial services legislation);

(h) a summary of the representations (pursuant to Section F2.2.6 or Section F2.6.5(b)) made by Parties and interested third parties during the consultation undertaken in respect of the Proposed Modification and any Alternative Modification and the views and comments of the Workgroup in respect thereof;

(i) a summary of the analysis and impact assessment prepared by the NETSO pursuant to Section F 2.6.6or Section F2.8.1A and, where the Modification Proposal has been subject to the Assessment Procedure, the views and comments of the Workgroup in respect thereof;

(j) a summary of the impact assessment prepared by relevant BSC Agents and the views and comments of the Workgroup in respect thereof;

(k) a summary of any impact assessment prepared by Core Industry Document Owners and/or the STC Committee, and a summary of any impact assessment prepared by:

(i) the Secretary of State, the CM Settlement Body and/or a CM Settlement Services Provider in relation to the Capacity Market Rules;

(ii) the Secretary of State in relation to the Capacity Market Documents;

(iii) the Secretary of State, any CfD Counterparty and/or any CFD Settlement Services Provider in relation to the AF Rules;

(iv) the Secretary of State in respect of the CFD Documents; or

(v) the DIP Manager in relation to the DIP Rules;and the views and comments of the Workgroup in respect thereof;

(l) a copy of the terms of reference and any report or analysis of external consultants or advisers engaged in respect thereof;

(m) a list of the key assumptions which the Workgroup has made in formulating its views;

(n) any other matters required by the terms of reference of such Workgroup;

(o) any other matters which the Workgroup consider should properly be brought to the attention of the Panel to assist the Panel in forming a view as to whether the Proposed Modification and any Alternative Modification would better facilitate achievement of the Applicable BSC Objective(s) including an assessment, conducted in accordance with Section F2.6.2A, of the quantifiable impact of the Proposed Modification and any Alternative Modification on greenhouse gas emissions where such impact is likely to be material;

(p) subject to Section F2.6.8 and Section F2.6.9F, the proposed text to modify the Code in order to give effect to the Proposed Modification and any Alternative Modification, together with a commentary setting out the nature and effect of such text and of other areas of the Code which would be affected by the changes;

(q) subject to Section F2.11.20, the Workgroup's proposed Implementation Date(s) for implementation (subject to the consent of the Authority) of the Proposed Modification and any Alternative Modification;

(r) an executive summary of the project brief prepared by BSCCo pursuant toSection F2.6.6(e);

(s) a recommendation (where applicable) as to whether, if the Proposed Modification or Alternative Modification is approved, Settlement Runs and Volume Allocation Runs carried out after the Implementation Date of such Approved Modification in respect of Settlement Days prior to that date should be carried out taking account of such Approved Modification or not;

(t) the proposed text (if any) to modify the Memorandum and Articles of Association of BSCCo and/or the BSC Clearer in order to give effect to the Proposed Modification and any Alternative Modification, together with a commentary setting out the nature and effect of such text and of other areas of the Memorandum and Articles of Association and/or the Code which would be affected by the changes; and

(u) a summary of any changes which would be required to Code Subsidiary Documents as a consequence of such Proposed Modification or Alternative Modification.

ANNEX F-2: EBGL ARTICLE 18 TERMS AND CONDITIONS

This table identifies those Sections or parts of the Code that constitute EBGL Article 18 terms and conditions.

The mapping, for the purposes of Article 18 of the Guideline on Electricity Balancing, of the terms and conditions for balancing services providers and balancing responsible parties to the GB framework (comprising the Code, the Grid Code, the CUSC and the Standard Contract Terms) was approved by the Authority on 8th October 2019. The rules for suspension and restoration of market activities (pursuant to Article 36 of the Network Code on Electricity Emergency and Restoration) and the rules for settlement in case of market suspension (pursuant to Article 39 of the Network Code on Electricity Emergency and Restoration) were approved by the Authority on 11th June 2021 (and are incorporated in the mapping below in respect of Article 18.2).

Article	EBGL Text	BSC Section
18.2	The terms and conditions pursuant to paragraph 1 shall also include the rules for suspension and restoration of market activities pursuant to Article 36 of Regulation (EU) 2017/2196 and rules for settlement in case of market suspension pursuant to Article 39 of Regulation (EU) 2017/2196 once approved in accordance with Article 4 of Regulation (EU) 2017/2196.	G3, P1.6, P5, Q4.3.4, Q5.4, Q5A and T1.7
18.4	The terms and conditions for balancing service providers shall:
18.4.a	define reasonable and justified requirements for the provisions of balancing services;	A, H3, H4.2, H4.7, H4.8, H5.5, H6, H10, J3.3, J3.6, J3.7 and J3.8
18.4.b	allow the aggregation of demand facilities, energy storage facilities and power generating facilities in a scheduling area to offer balancing services subject to conditions referred to in paragraph 5 (c);	K3.3, K8, S6.2, S6.3, S11, S12, S13 and S14
18.4.c	allow demand facility owners, third parties and owners of power generating facilities from conventional and renewable energy sources as well as owners of energy storage units to become balancing service providers;	K3.2, K3.3, K8
18.4.d	require that each balancing energy bid from a balancing service provider is assigned to one or more balance responsible parties to enable the calculation of an imbalance adjustment pursuant to Article 49.	T4, Q7.2, Q6.4
18.5	The terms and conditions for balancing service providers shall contain:
18.5.a	the rules for the qualification process to become a balancing service provider pursuant to Article 16;	J3.3, J3.6, J3.7, J3.8, K3.2, K3.3 and K8
18.5.c	the rules and conditions for the aggregation of demand facilities, energy storage facilities and power generating facilities in a scheduling area to become a balancing service provider;	K3.3 and K8
18.5.d	the requirements on data and information to be delivered to the connecting TSO and, where relevant, to the reserve connecting DSO during the prequalification process and operation of the balancing market;	O
18.5.e	the rules and conditions for the assignment of each balancing energy bid from a balancing service provider to one or more balance responsible parties pursuant to paragraph 4 (d);	T4
18.5.h	the rules for the determination of the volume of balancing energy to be settled with the balancing service provider pursuant to Article 45;	T3
18.5.i	the rules for the settlement of balancing service providers defined pursuant to Chapters 2 and 5 of Title V;	T1.14, T3 and U
18.5.j	a maximum period for the finalisation of the settlement of balancing energy with a balancing service provider in accordance with Article 45, for any given imbalance settlement period;	U2.2
18.5.k	the consequences in case of non-compliance with the terms and conditions applicable to balancing service providers.	H3, Z7 and A5.2
18.6	The terms and conditions for balance responsible parties shall contain:	-
18.6.a	the definition of balance responsibility for each connection in a way that avoids any gaps or overlaps in the balance responsibility of different market participants providing services to that connection;	K1.2, P3 and T4.5
18.6.b	the requirements for becoming a balance responsible party;	A, H3, H4.2, H4.7, H4.8, H5.5, H6, H10, J3.3, J3.6, J3.7, J3.8, K2, K3.3 and K8
18.6.c	the requirement that all balance responsible parties shall be financially responsible for their imbalances, and that the imbalances shall be settled with the connecting TSO;	N2, N6, N8, N12, and T4,
18.6.d	the requirements on data and information to be delivered to the connecting TSO to calculate the imbalances;	O, Q3, Q5.3, Q5.6, Q6.2, Q6.3, Q6.4
18.6.e	the rules for balance responsible parties to change their schedules prior to and after the intraday energy gate closure time pursuant to paragraphs 3 and 4 of Article 17;	P2
18.6.f	the rules for the settlement of balance responsible parties defined pursuant to Chapter 4 of Title V;	T4, U2
18.6.g	the delineation of an imbalance area pursuant to Article 54(2) and an imbalance price area;	GB constitutes one imbalance area and imbalance price area and they are equal to the synchronous area
18.6.h	a maximum period for the finalisation of the settlement of imbalances with balance responsible parties for any given imbalance settlement period pursuant to Article 54;	U2.2
18.6.i	the consequences in case of non-compliance with the terms and conditions applicable to balance responsible parties;	H3, Z7 and A5.2
18.6.j	an obligation for balance responsible parties to submit to the connecting TSO any modifications of the position;	P2
18.6.k	the settlement rules pursuant to Articles 52, 53, 54 and 55;	T4, U2

AMENDMENT RECORD – SECTION F

Section F

Version 40.0

Effective Date: 07 November 2024

Modification Proposal	Decision Date	Implementation Date	Version
P463	26/09/24	07/11/24	40.0
ORD001	13/09/24	01/10/24	39.0
P474	08/08/24	01/10/24	39.0
P464	091123	29/02/24	38.0
P450	12/01/23	23/02/2023	37.0
P376	06/08/21	23/02/2023	37.0
P431 Self Governance	13/01/11	30/06/22	36.0
P422 Self Governance	12/08/21	06/09/21	35.0
P420	23/07/21	01/09/21	34.0
P392	18/06/20	25/06/20	33.0
P394 Self-Governance	12/12/19	27/02/20	32.0
P386 Self-Governance	13/06/19	07/11/19	31.0
P370	20/02/19	03/04/19	30.0
P369	24/09/18	29/03/19	29.0
P351	01/03/17	01/04/17	28.0
P324	14/10/16	11/11/16	27.0
P305	02/04/15	05/11/15	26.0
ORD006	Secretary of State	25/06/15	25.0
P312	14/08/14	08/09/14	24.0
ORD005¹	Secretary of State	01/08/14	23.0
P298	04/07/14	18/07/14	22.0
P301 Fast Track Self Governance	08/05/14	03/06/14	21.0
P296	17/11/13	06/11/13	20.0
P262	10/12/10	31/12/10	19.0
P263	24/11/10	31/12/10	19.0
P250	19/05/10	03/06/10	18.0
P247	14/05/10	28/05/10	17.0
ORD003	23/06/09	24/06/09	16.0
ADN004	01/10/08	01/10/08	15.0
P207	10/07/07	10/09/07	14.0
P208	16/01/07	22/02/07	13.0
P193	15/12/05	22/12/05	12.0
P187	26/07/05	09/08/05	11.0
P180	31/03/05	07/04/05	10.0
ORD001	BETTA	01/09/04	9.0
P154	04/08/04	11/08/04	8.0
P151	05/04/04	19/04/04	7.0
P107	30/04/03	04/11/03	6.0
P101	02/01/03	23/01/03	5.0
P28	26/06/02	10/07/02	4.0
P46	14/05/02	22/05/02	3.0
P56	10/03/02	18/03/02	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION G: CONTINGENCIES

1. GENERAL

1.1 Provisions in Code

1.1.1 This Section G sets out or refers to provisions of the Code which are to apply in certain contingencies, and related provisions.

1.1.2 The following provisions of the Code address the possibility of certain emergencies and other unusual or unexpected events of various kinds:

(a) Section P5, which addresses circumstances in which the ECVAA may be unable to receive Energy Contract Volume Notifications and Metered Volume Reallocation Notifications;

(b) Section Q7, which addresses the possibility of manifest errors in the submission or acceptance of Bids and Offers;

(d) paragraph 3, which addresses System Restoration Periods; and

(e) paragraph 4, which applies where the Secretary of State exercises certain emergency powers.

1.1.3 For the avoidance of doubt, paragraph 1.1.2 is not intended to be an exclusive list of provisions of the Code which address failures or delays or other abnormalities in the implementation of the Code.

1.1.4 The provisions of the Code referred to in paragraph 1.1.2 are "Contingency Provisions".

1.1.5 Paragraph 5 sets out arrangements for giving effect to the recovery of Exceptional Costs pursuant to the Fuel Security Code.

1.1.6 Paragraph 6 sets out arrangements for validating that Trading Charges relating to Network Gas Supply Emergency Acceptances are consistent with the Network Gas Supply Emergency Adjustment Principles, and where appropriate amending data relating to those Network Gas Supply Emergency Acceptances better to reflect those principles.

1.2 Exclusion of reconciliation

1.2.1 Where, pursuant to any Contingency Provision, any entitlement or liability by way of Ad-hoc Trading Charge is to be determined in relation to any Settlement Day:

(a) the amount of such Ad-hoc Trading Charge shall be determined on the basis of data derived from the Initial Settlement Run (or if any Reconciliation Settlement Run has already been carried out at the time at which the amount of such charge is to be determined, the latest such Reconciliation Settlement Run);

(b) unless the Panel expressly otherwise decides, no adjustment or reconciliation shall be made in the determination of such Ad-hoc Trading Charge upon or as a result of the later carrying out of any Reconciliation Settlement Run or other adjustment of any such data;

(c) the Ad-hoc Trading Charge itself will have arisen outside any Settlement Run and accordingly shall be excluded from account (in both paragraphs (a) and (b) of Section N6.4) by the FAA in carrying out any reconciliation under that Section.

1.3 Party Daily Reallocation Proportions

1.3.1 For the purposes of the Code, in relation to any Trading Party and any Settlement Day, the "Party Daily Reallocation Proportion" is the proportion determined as:

RCRC_p / Σ_p RCRC_p

where Σ_p represents the sum over all Trading Parties.

1.3.2 It is acknowledged that in certain circumstances the value of Party Daily Reallocation Proportion for a Trading Party might be negative, in which case any reference (in any Contingency Provision) to a liability of that Trading Party as to its Party Daily Reallocation Proportion of any amount shall be construed as an entitlement.

1.3.3 In accordance with paragraph 1.2.1, in the application of any Contingency Provision the Party Daily Reallocation Proportions shall be determined by reference to values of Daily Party Residual Settlement Cashflow determined in the Settlement Run (excluding the Interim Information Settlement Run) last carried out for the relevant Settlement Day before such proportions are to be determined, and shall not (unless the Panel decides otherwise) subsequently be revised.

1.4 Application of Contingency Provisions

1.4.1 For the avoidance of doubt, the Contingency Provisions shall apply (in accordance with their terms) only in relation to Settlement Periods commencing on or after the Go-live Date, but an event or circumstance giving rise to the application or operation of such provisions may occur or prevail before or on or after the Go-live Date.

1.5 Review of emergency arrangements

1.5.1 If at any time the Secretary of State announces an intention to carry out a review of arrangements which apply or may apply in anticipation of or following the exercise of any of the Secretary of State’s powers under Sections 34 and 35 of the Act, Section 96 of the Act, and sections 1 to 4 of the Energy Act 1976 (including the arrangements provided for in the Fuel Security Code) the provisions of this paragraph 1.5 shall apply.

1.5.2 BSCCo shall participate (as and to the extent requested by or on behalf of the Secretary of State) in any review of the type referred to in paragraph 1.5.1.

1.5.3 Following any review of the type referred to in paragraph 1.5.1 (or during such review if so requested by the Secretary of State), the Panel shall propose a modification of the Code (including the provisions in paragraph 4) which in the opinion of the Panel, on the recommendation of BSCCo, and after consultation with the Secretary of State and the Authority, is appropriate to support and/or to reflect any modifications of the arrangements referred to in that paragraph (including any modifications of the Fuel Security Code), or any new such arrangements, which may be made or established (by or on behalf of or at the behest of the Secretary of State) in consequence of such review.

1.5.4 Where the Panel has proposed a modification of the Code under paragraph 1.5.3, the Panel shall take steps, in consultation with the Authority, to coordinate the application (in relation to such proposal) of the procedures in Section F with other steps taken in consequence of such review for the consideration of modifications to (or establishment of) arrangements referred to in paragraph 1.5.3.

2. AVOIDABLE COSTS

2.1 General

2.1.1 This paragraph 2 applies for the purposes of determining Avoidable Costs (which are used in the calculation of compensation claims for certain Contingency Provisions) in relation to a BM Unit and:

(a) such changes ("relevant changes") in Exports and/or Imports of that BM Unit during a Settlement Period as are specified in or determined pursuant to the relevant Contingency Provision; or

(b) where paragraph 3 (System Restoration) applies, a BM Unit that is the subject of a system restoration instruction (as defined in paragraph 3.3.1C) whether or not relevant changes occur.

2.1.2 Where any such Contingency Provision applies, the Panel shall determine, in its opinion, what is the amount of the net costs of operating the BM Unit which would not have been incurred but for:

(a) the relevant changes in Exports and/or Imports: or

(b) a system restoration instruction.

2.1.3 For the purposes of the Code, the "Avoidable Costs" shall be the amount determined by the Panel under paragraph 2.1.2 (which may for the avoidance of doubt be a negative amount, in a case where net costs were saved or revenues earned).

2.1.4 In determining what are the costs of operating a BM Unit and what such costs would not have been incurred (as provided in paragraph 2.1.2), the Panel shall have regard to the following:

(a) costs include lost revenues, and costs saved include revenues earned;

(b) in the case of a BM Unit comprising premises of a Customer, the costs which are to be counted are the costs incurred by the Customer;

(i) costs directly incurred in the operation of the Plant and Apparatus comprised in the BM Unit;

(ii) costs which were reasonably and prudently incurred, and incurred pursuant to commitments reasonably and prudently made; and

(iii) costs the amount of which would be expected to differ according to whether there occurred the relevant changes in Exports and/or Imports or changes in operation to comply with a system restoration instruction in the relevant Settlement Period alone;

(d) costs include costs (incurred or saved) of consumption of electricity or fuel;

(e) the following costs are not to be counted:

(i) costs or losses in respect of damage to property (including Plant or Apparatus) or death or injury to persons;

(ii) insurance premia; and

(iii) financing costs and overhead costs;

(f) amounts payable (other than by way of rebate of payment for supply), under any contract or otherwise, by way of compensation for loss of supply or otherwise in consequence of relevant changes in Exports and/or Imports, by the Lead Party to the person referred to in paragraph (b), are to be disregarded; and

(g) amounts payable or receivable under the Code in respect of Trading Charges or BSCCo Charges are to be disregarded. 2.2 Procedures2.2.1 Where under any Contingency Provision the amount of Avoidable Costs is to be determined for any Settlement Period or Periods:

(a) the Lead Party shall prepare, consistently with the principles in paragraphs 2.1.3 and 2.1.4, and submit to BSCCo its estimate (for each such Settlement Period) of the net costs of operating the BM Unit which would not have been incurred:

(i) but for the relevant change in Exports and/or Imports; or

(ii) but for a system restoration instruction,

together with an explanation of and supporting information for its estimate, and shall provide to the Panel such further information as the Panel may require for the purposes of making its determination under paragraph 2.1.2;

(b) if required by the Panel, the Lead Party shall, by such time as the Panel may reasonably stipulate, submit a statement signed by its (or in the case in paragraph 2.1.4(b), the Customer's) statutory auditors to the effect that the Party's estimate of such costs have been prepared on a fair, complete and reasonable basis and consistent with the principles in paragraphs 2.1.3 and 2.1.4; and

For the sake of clarity it is acknowledged that the Lead Party of a BM Unit subject to a system restoration instruction may be complying with the provisions of and providing the required information under this paragraph on its own behalf or on behalf of a Restoration Contractor owning or operating assets comprising such BM Unit. Restoration Contractor has the meaning given to it in paragraph 3.3.0.

2.2.2 If requested by the Authority, the Panel will discuss with the Authority any determination(s) to be made under paragraph 2.1.2, and will take account of any guidance from the Authority in making such determination(s); and the Panel will exclude from account (in such determination(s)) any cost, or a cost of any description, which the Authority directs the Panel to exclude.

3. SYSTEM RESTORATION

3.1 General

3.1.1 This paragraph 3 will apply if and only if the NETSO informs Users pursuant to OC9.4 of the Grid Code that either a Total Shutdown or a Partial Shutdown exists and that the NETSO intends to implement System Restoration (the terms 'Users', 'Total Shutdown', 'Partial Shutdown', ‘System Restoration’, 'Anchor Plant', 'Top Up Restoration Plant' and 'Total System' each having, for the purposes of this paragraph 3, the meanings given thereto in the Grid Code. The term ‘Restoration Contractor’ has the meaning given to it in paragraph 3.3.0).

3.1.2 Where this paragraph 3 applies:

(a) BSCCo shall (as soon as is practicable following the NETSO’s notification under OC9.4 of the Grid Code) notify all Parties and any CM Settlement Services Provider that a Total Shutdown or Partial Shutdown exists and that the NETSO intends to implement System Restoration;

(b) the NETSO shall (as soon as is practicable following its notification under OC9.4 of the Grid Code) determine, in its reasonable opinion, the time and date with effect from which the Total Shutdown or Partial Shutdown commenced and inform BSCCo of that time and date;

(c) BSCCo shall determine the Settlement Period that corresponds with the time and date from which the Total Shutdown or Partial Shutdown commenced (as determined by the NETSO under paragraph (b));

(d) a "System Restoration Period" shall exist with effect from the start of the Settlement Period determined by BSCCo under paragraph 3.1.2(c) until either:

(i) the end of the Settlement Period immediately before the Settlement Period determined by the Panel under paragraph 3.1.8; or

(ii) the end of the Settlement Period determined by BSCCo under paragraph 3.1.9(c);

(e) BSCCo shall, as soon and so far as is practicable, notify all Parties and any CM Settlement Services Provider of the Settlement Period from which the System Restoration Period commenced;

(f) BSCCo shall, as soon and so far as is practicable, keep Parties informed of the operation of BSC Systems and, in so far as it is informed by the NETSO, of the operation of the Transmission System during a System Restoration Period; and

(g) the provisions of paragraph 3.3 shall apply in relation to all Settlement Periods which fall within a System Restoration Period.

3.1.3 Where the NETSO informs Users (pursuant to OC9.4 of the Grid Code) that a Total Shutdown exists, then:

(a) a Market Suspension Period shall exist, and the provisions of paragraphs 3.1.8 and 3.2 shall apply, with effect from the start of the Settlement Period determined by BSCCo under paragraph 3.1.2(c) until the end of the Settlement Period immediately before the Settlement Period determined by the Panel under paragraph 3.1.8; and

(b) BSCCo shall (as soon and so far as is practicable following its determination under paragraph 3.1.2(c)) notify Parties and any CM Settlement Services Provider of the Settlement Period from which the Market Suspension Period commenced.

3.1.4 Where the NETSO informs Users (pursuant to OC9.4 of the Grid Code) that a Partial Shutdown exists, then the NETSO shall, at least once every fifteen minutes from the time and date that the Partial Shutdown commenced (as determined by the NETSO in accordance with paragraph 3.1.2(b)), monitor the spot time Initial National Demand Out-Turn against its spot time National Demand forecast made day-ahead and prior to the commencement of the Partial Shutdown (the "baseline forecast") until the time at which either:

(a) the Market Suspension Threshold is met, or deemed to be met, in accordance with paragraph 3.1.5; or

(b) the NETSO determines (in accordance with paragraph 3.1.9) that the Total System has returned to normal operation.

3.1.5 Where, at any time during the Partial Shutdown:

(a) the NETSO determines, in its reasonable opinion, that the spot time Initial National Demand Out-Turn is equal to or lower than ninety five (95) percent (%) of the baseline forecast (the "Market Suspension Threshold"); or

(b) no more baseline forecast data is available to the NETSO; and

(c) seventy two hours have elapsed since the time and date that the Partial Shutdown commenced (as determined by the NETSO in accordance with paragraph 3.1.2(b));

then the Market Suspension Threshold shall be met, or in the case of paragraphs 3.1.5(b) or 3.1.5(c) shall be deemed to be met, with effect from that time and date.

3.1.6 The NETSO shall (as soon as is practicable) notify BSCCo of the time and date on which the Market Suspension Threshold was met in accordance with paragraph 3.1.5(a), or was deemed to be met in accordance with paragraph 3.1.5(b).

3.1.7 Where the Market Suspension Threshold has been met, or deemed to be met, in accordance with paragraph 3.1.5 then:

(a) BSCCo shall determine the Settlement Period that corresponds with the time and date from when the Market Suspension Threshold was met, or deemed to be met, under paragraph 3.1.5;

(b) a Market Suspension Period shall exist, and the provisions of paragraphs 3.1.8 and 3.2 shall apply, with effect from the start of the Settlement Period determined by BSCCo under paragraph 3.1.7(a) until the end of the Settlement Period immediately before the Settlement Period determined by the Panel under paragraph 3.1.8; and

(c) BSCCo shall (as soon and so far as is practicable) notify Parties and any CM Settlement Services Provider of the Settlement Period from which the Market Suspension Period commenced.

3.1.8 Where there is a Market Suspension Period under either paragraph 3.1.3 or paragraph 3.1.7, then:

(a) following the NETSO's determination (under OC9.4.7.9 of the Grid Code) of the time the Total System could return to normal operation, the Panel shall determine, after consultation with the NETSO, the Settlement Period with effect from which the provisions of paragraph 3.2 are to cease to apply, having regard to the following matters and any other matters or processes set out in the relevant BSCP:

(i) the time the Total System could return to normal operation under the Grid Code determined by the NETSO;

(ii) the desirability of a return to normal operation under the Code at the same time or as soon as practicable thereafter; and

(iii) the amount of time which (in the opinion of the Panel) it is reasonable to allow for Parties to recommence operations under or for the purposes of Sections Q and P;

(b) at any time up until one hour prior to the Settlement Period from which the provisions of paragraph 3.2 would otherwise cease to apply, the NETSO may determine (in accordance with OC9.4.7.9 of the Grid Code) that the Total System could not return to normal operation at that time;

(c) the Panel shall revise its determination under paragraph (a) if the NETSO determines under paragraph (b) that the Total System could not return to normal operation at that time; and

(d) BSCCo shall promptly notify all Parties and any CM Settlement Services Provider of the Panel's determination under paragraph (a) and, where applicable, paragraph (c).

3.1.9 Where a Partial Shutdown exists but there has been no Market Suspension Period:

(a) the NETSO shall inform BSCCo of its determination and, if applicable, any revised determination (under OC9.4.7.9 of the Grid Code) of the time the Total System could return to normal operation;

(b) the NETSO shall inform BSCCo as soon as possible of the time at which (in the NETSO’s determination) the Total System returned to normal operation; and

(c) BSCCo shall determine the Settlement Period that corresponds with the time that the Total System returned to normal operation (as determined by the NETSO under paragraph 3.1.9(b)), and shall promptly notify the Panel, Parties and any CM Settlement Services Provider of that Settlement Period.

3.2 Variation of rules

3.2.1 In relation to all Settlement Periods which fall within a Market Suspension Period:

(a) the operation of the balancing mechanism shall be suspended in accordance with Section Q5.4;

(b) Section Q8 shall not apply;

(c) the notification of contract volumes shall be suspended in accordance with Section P1.6 (and, if otherwise applicable, Section P5 shall not apply);

(d) a single imbalance cash-out price shall apply in accordance with Section T1.7;

(e) the value of Credit Assessment Energy Indebtedness (CEI_pj) shall be set to zero for all Trading Parties for the purposes of Section M;

(f) the value of Metered Energy Indebtedness (MEI_pj) shall be set to zero for all Trading Parties for the purposes of Section M; and

(g) the operation of the TERRE Market shall be suspended in accordance with paragraph Q5A.2.

3.2.1A In relation to all Settlement Days that fall wholly or partially within a Market Suspension Period the value of Actual Energy Indebtedness (AEI_p) shall be set to zero for all Trading Parties for the purposes of Section M.

3.2.2 Where this paragraph 3.2 applies, the Panel may, after consultation with the NETSO, for the purposes of making arrangements for a return to normal operations under the Code, determine and notify Parties that:

(a) any data submitted (in accordance with Section Q2, Q3 or Q4) by Lead Parties, and/or

(b) any Volume Notifications submitted by Volume Notification Agents

during any part or parts (as specified by the Panel in such notification to Parties) of the Market Suspension Period, shall be disregarded for the purposes of the Code.

3.3 System restoration compensation

3.3.0 Restoration Contractors owning or operating assets comprising a BM Unit subject to a system restoration instruction may qualify for system restoration compensation amounts under this paragraph 3. Claims for system restoration compensation amounts shall be made by the Lead Party of the BM Unit subject to a system restoration instruction (whether such claim be for itself or on behalf of a Restoration Contractor). Where a claim is made on behalf of a Restoration Contractor, the Lead Party shall pass on any resulting compensation under the terms of the agreements and business arrangements between the Lead Party and such Restoration Contractor. Restoration Contractor has the meaning given to that term as set out in the Grid Code and may be a non-BSC Party.

3.3.1 Subject to the provisions of the Code the Lead Party of any BM Unit (whether or not comprising Plant or Apparatus which is comprised in an Anchor Plant or Top Up Restoration Plant as defined in the Grid Code) which is the subject ofa system restoration instruction as defined in paragraph 3.3.1C,

may, within the period of twenty Business Days after the end of the System Restoration Period, submit to BSCCo a claim for payment of compensation to be determined in accordance with this paragraph 3.3.

3.3.1A The Panel may approve a period longer than twenty Business Days for the submission of a claim for compensation under paragraph 3.3.1:

(a) upon application of the Lead Party within the period of twenty Business Days after the end of the System Restoration Period; or

(b) as the Panel deems appropriate in the circumstances.

3.3.1B A claim for payment of compensation submitted under paragraph 3.3.1 shall comprise:

(a) a claim, the form of which shall be prescribed under the relevant BSCP;

(b) a statement detailing the claim in accordance with paragraph 3.3.5(a); and

3.3.1C For the purposes of this paragraph 3.3, a "system restoration instruction" is:

(a) in relation to any Settlement Period(s) which fall within both a System Restoration Period and a Market Suspension Period, an instruction given by the NETSO pursuant to OC9.4, BC2.9.2.12(e)(i) and/or BC2.9.2.2(iii) of the Grid Code; or

(b) in relation to any Settlement Period(s) which fall within a System Restoration Period but not within a Market Suspension Period, an instruction given by the NETSO pursuant to OC9.4, BC2.9.1.2(e)(i) and/or BC2.9.2.2(iv) of the Grid Code.

3.3.2 For the purposes of this paragraph 3.3, in relation to a Settlement Period in the System Restoration Period and a BM Unit:

(a) the "system restoration compensation amount" shall be an amount determined as:

(A - B)

where

A is the amount of the Avoidable Costs of the Lead Party in relation to the operation of the BM Unit as determined by the Panel under paragraphs 3.3.4(a) and 3.3.4(c);

B is an amount determined in accordance with paragraph (b) or (c);

(b) if the Settlement Period falls within a Market Suspension Period, the amount B shall be determined as:

(BSCQⁿ_ij * Pⁿ_ij)

where Pⁿ_ij is the System Sell Price (equal, in accordance with Section T1.7.1, to the System Buy Price) for that Settlement Period;

(c) if the Settlement Period falls within a System Restoration Period but not within a Market Suspension Period, the amount B shall be determined as:

∑_a(BSCAEIⁿ_aj – BSCAEI^(n-1)_aj)

where ∑_a is the sum over the Lead Party Energy Account and all Subsidiary Party Energy Accounts for the BM Unit;

(d) for the purposes of paragraph (c), BSCAEIⁿ_aj is the Account Energy Imbalance Cashflow calculated for Energy Account a in accordance with Section T4, except that:

(i) for the BM Unit i to which the claim relates, the BM Unit Metered Volume QM_ij shall be replaced with:

QM_ij - BSCQⁿ_ij

(ii) for any BM Unit i' for which the Panel has previously determined a system restoration compensation volume BSCQ^n'_i'j for Settlement Period j, the BM Unit Metered Volume QM_i'j shall be replaced with:

QM_i'j - BSCQ^n'_i'j

(e) for the purposes of paragraph (c), BSCAEI^(n-1)_aj is the Account Energy Imbalance Cashflow calculated for Energy Account a in accordance with Section T4, except that for any BM Unit i' for which the Panel has previously determined a system restoration compensation volume BSCQ^n'_i'j for Settlement Period j, the BM Unit Metered Volume QM_i'j shall be replaced with:

QM_i'j - BSCQ^n'_i'j

(f) for the purposes of paragraphs (b) to (e), BSCQⁿ_ij is the quantity (in MWh) determined by the Panel under paragraph 3.3.4(b) and shall be called the "system restoration compensation volume";

(g) for the purposes of paragraphs (b) to (e), BSCQⁿ_ij shall be negative where it represents an increase in net Imports or a reduction in net Exports, zero (0) where it represents no change in Exports and/or Imports and otherwise positive.

3.3.3 Where a claim is submitted under paragraph 3.3.1, each Settlement Period (in the System Restoration Period) shall be a "relevant" Settlement Period for the purposes of this paragraph 3.3, and the amounts to be determined under this paragraph 3.3 shall be determined for all such Settlement Periods.

3.3.4 Where a claim is submitted under paragraph 3.3.1, the Panel shall determine, in its opinion:

(a) what changes in Exports and/or Imports of the BM Unit during each relevant Settlement Period resulted from action taken for the purposes of complying (in accordance with the Grid Code) with system restoration instructions relating to that Settlement Period; and

(b) what is the net quantity (in MWh) of such changes in Exports or Imports of the BM Unit for each such Settlement Period; and

(c) what, if any, other changes occurred in the operation of the BM Unit as a result of a system restoration instruction.

3.3.5 For the purposes of assisting the Panel to determine a claim for compensation under this paragraph 3.3:

(a) the Lead Party shall, at the time at which it submits a claim under paragraph 3.3.1, provide a statement to the Panel of the changes which the Lead Party considers to be the changes described in paragraph 3.3.4(a), the quantity which the Lead Party considers to be the net quantity described in paragraph 3.3.4(b) and the changes which the Lead Party considers to be the changes described in paragraph 3.3.4(c), and shall provide such other information as the Panel may reasonably request for the purposes of determining the matters in paragraphs 3.3.4(a), (b) and (c), for each relevant Settlement Period;

(b) the Lead Party may at the time at which it submits its claim under paragraph 3.3.1 submit additional supporting material to establish the validity of its claim;

(c) the Lead Party shall comply with the requirements of paragraph 2.2.1 in relation to determination of Avoidable Costs;

(d) the NETSO and each Distribution System Operator shall provide such information as the Panel may reasonably request for the purposes of determining the system restoration compensation volumes; and

(e) the NETSO shall provide such information as the Panel may reasonably request for the purposes of determining the changes in operation of a BM Unit described in paragraph 3.3.4(c).

3.3.6 Where the Lead Party has submitted a claim in accordance with paragraph 3.3.1, subject to the provisions of the Code:

(a) the Lead Party shall be entitled to be paid by the BSC Clearer the net sum, for all relevant BM Units and relevant Settlement Periods, of the system restoration compensation amounts, together with compound interest calculated by applying the Base Rate on a daily basis on each compensation amount from (and including) the Initial Payment Date for the relevant Settlement Period to (but not including) the date (if later) when such payment is made;

(b) for the avoidance of doubt, if the net sum for a Lead Party, of the system restoration compensation amounts, for all relevant BM Units and relevant Settlement Periods is a negative sum, the Lead Party shall not be liable to pay for that sum;

(c) each Trading Party (including the Lead Party) shall be liable to pay to the BSC Clearer its System Restoration Reallocation Proportion of the net amount payable to the Lead Party under paragraph (a);

(d) the amounts of the entitlements and liabilities under paragraphs (a) and (c) shall be Ad-hoc Trading Charges for the purposes of Section N6.9; and

(e) BSCCo shall give such instructions to the FAA as are necessary to give effect to the payment of such Ad-hoc Trading Charges;

3.3.7A The Implementation Date for the application of compound interest pursuant to paragraph 3.3.6(a) shall be the Go-live Date.

3.3.8 For the purposes of the Code, in relation to any Trading Party, the System Restoration Reallocation Proportion is the proportion determined as:

Σ_d Σ_a Σ_i QCE_iaj / Σ_d Σ_p Σ_i QCE_iaj

where

Σ_i represents, for each Energy Account a, in Settlement Period j, the sum over all BM Units i that are in offtaking Trading Units;

Σ_a represents the sum over all Energy Accounts a, for Party p;

Σ_p represents the sum over all Trading Parties p;

Σ_drepresents the sum over all Settlement Periods in the seven Settlement Days immediately preceding the Settlement Day on which the System Restoration Period commenced

provided that, where such seven day period includes any day before the Go-live Date, there shall (in the above formula) be used, in relation to Settlement Periods in any such day, such quantities (pursuant to the Pooling and Settlement Agreement or otherwise) as the Panel shall determine to be appropriate.

4. CIVIL EMERGENCIES AND FUEL SECURITY PERIODS

4.1 Application of emergency powers

4.1.1 This paragraph 4 applies in any case (whether before, on or after the Go-live Date):

(a) where the Secretary of State gives a direction under Section 34(4)(b) of the Act; or

(b) where:

(i) any action is taken by or on behalf of His Majesty's Government pursuant to and in accordance with the emergency provisions set out in sections 1 to 4 of the Energy Act 1976, and

(ii) the Secretary of State is of the opinion (in their discretion) that such action has, or will or is likely to have, a material effect on the ability of any person or persons to generate, participate in the transmission of, distribute or supply electricity in pursuance of a Licence or Exemption; or

(c) where any action is taken by or on behalf of His Majesty's Government pursuant to and in accordance with the emergency provisions set out in section 96 of the Act;

and (in any such case) for so long as such direction or action continues in force or effect, and for such period (if any) thereafter as appears to the Secretary for State to be appropriate in all the circumstances.

4.1.2 For the avoidance of doubt, where this paragraph 4 applies, directions and notices may from time to time be given by the Secretary of State under each of paragraphs 4.2, 4.3 and 4.4 independently or together.

4.2 Single Imbalance Price

4.2.1 Where this paragraph 4 applies, if at any time the Secretary of State, in their discretion, after consultation with the Authority, gives a direction to the Panel that this paragraph 4.2.1 is to apply, specifying the time of commencement of such direction in accordance with paragraph 4.2.2(a), a single imbalance cash-out price shall apply in accordance with Section T1.7 in relation to each relevant Settlement Period.

4.2.2 For the purposes of paragraph 4.2.1, a relevant Settlement Period is a Settlement Period for which Gate Closure falls within the period:

(a) commencing at the time specified by the Secretary of State (not being earlier than the time at which their direction is given under paragraph 4.2.1); and

(b) ending at such time as the Secretary of State may (at any time after giving a direction under paragraph 4.2.1) direct by notice of not less than forty eight hours given to the Panel.

4.2.3 Where the Secretary of State gives a direction to the Panel under paragraph 4.2.1 or 4.2.2(b), BSCCo shall send a copy of such direction to all Parties as soon as possible after receiving the same.

4.2.4 For the avoidance of doubt, directions under paragraph 4.2.1 may be given by the Secretary of State on more than one occasion (in relation to the same circumstances giving rise to the application of this paragraph 4) where, following any one such direction, the period referred to in paragraph 4.2.2 is to end or has ended.

4.3 Historic limit on balancing mechanism prices

4.3.1 Where this paragraph 4 applies, if at any time the Secretary of State, in their discretion, after consultation with the Authority, gives a direction to the Panel that this paragraph 4.3.1 is to apply, specifying the matters specified in paragraph 4.3.3, historic price limits shall apply in the Balancing Mechanism in accordance with Section Q5.5 in relation to each relevant BM Unit and relevant Settlement Period.

4.3.2 For the purposes of paragraph 4.3.1:

(a) a relevant BM Unit is a BM Unit specified or of a description specified pursuant to paragraph 4.3.3(b);

(b) a relevant Settlement Period is a Settlement Period for which Gate Closure falls within the period:

(i) commencing at the time specified by the Secretary of State in accordance with paragraph 4.3.3(b), and

(ii) ending at such time as the Secretary of State may (at any time after giving a direction under paragraph 4.3.1) direct by notice of not less than forty eight hours given to the Panel.

4.3.3 The matters to be specified in a direction under paragraph 4.3.1 are:

(a) the time of commencement of such direction (not being earlier than the time at which their direction is given under paragraph 4.3.1);

(b) either:

(i) that historic price limits (in accordance with Section Q5.5) are to apply to all BM Units; or

(ii) the description or identity of the BM Units to which such historic price limits are to apply; and

(c) whether such historic price limits are to be determined by reference to a period other than that determined under Section Q5.5.2(c)(i), and if so what other period.

4.3.4 Where the Secretary of State gives a direction to the Panel under paragraph 4.3.1 or 4.3.2(b)(ii), BSCCo shall send a copy of such direction to all Parties as soon as possible after receiving the same.

4.3.5 For the avoidance of doubt, directions under paragraph 4.3.1 may be given by the Secretary of State on more than one occasion (in relation to the same circumstances giving rise to the application of this paragraph 4):

(a) where, following any one such direction, the period referred to in paragraph 4.3.2(b) is to end or has ended, or

(b) for the purposes of changing the BM Units to which historic price limits (in accordance with Section Q5.5) are to apply or the period by reference to which such historic price limits are to be determined.

4.3.6 If requested to do so, BSCCo shall assist the Secretary of State or their representative in formulating any description of BM Units for the purposes of paragraph 4.3.3(b)(ii).

4.4 Revision of Credit Assessment Price

4.4.1 Where this paragraph 4 applies, if at any time the Secretary of State, in their discretion, after consultation with the Authority, gives a direction to the Panel that this paragraph 4.4.1 is to apply, specifying the time of commencement of such direction (in accordance with paragraph 4.4.2(a)) and the period for which the direction is to apply, the Panel shall determine a reduced value of the Credit Assessment Price in accordance with such principles and/or so as to achieve such objectives as may be specified in such direction.

4.4.2 For the purposes of paragraph 4.4.1:

(a) the reduced value of Credit Assessment Price shall (notwithstanding Section M1.4.2(b)) be effective from the time specified by the Secretary of State (not being earlier than the time at which their direction is given under paragraph 4.4.1) and shall apply for the period so specified;

(b) the Panel may (in accordance with the principles and/or so as to achieve the objectives so specified) determine different reduced values of Credit Assessment Price to apply at different times during such period;

(c) the Panel shall not during such period determine a revised value of Credit Assessment Price other than pursuant to paragraph 4.4.1.

4.4.3 Where the Secretary of State gives a direction to the Panel under paragraph 4.4.1, BSCCo shall send a copy of such direction to all Parties as soon as possible after receiving the same.

4.4.4 For the avoidance of doubt, a direction under paragraph 4.4.1 may be given by the Secretary of State on more than one occasion (in relation to the same circumstances giving rise to the application of this paragraph 4) and whether or not during the period specified in an earlier such direction.

5. RECOVERY OF EXCEPTIONAL COSTS BY GENERATORS

5.1 Interpretation

5.1.1 In this paragraph the terms “Auditors”, “Exceptional Cost”, “Generation Business”, “Generator”, “Licence Holders” and “Security Period” shall have the meanings ascribed to those terms in the Fuel Security Code and the term “Claimant Customer” shall have the meaning ascribed to the term “Customer” in the Fuel Security Code.

5.2 Applications For Recovery Of Exceptional Costs

5.2.1 Where a Generator is or has been subject to a direction given by the Secretary of State under section 34 or section 35 of the Act and it considers that it has incurred Exceptional Costs in relation to a BM Unit in anticipation of or during a Security Period, the Lead Party in relation to that BM Unit may apply to the Panel for a determination that, in the opinion of the Panel:

(a) the Generator has incurred Exceptional Costs in carrying on its Generation Business as a result of a direction or directions given by the Secretary of State (whether in anticipation of or during a Security Period) under section 34 or section 35 of the Act; and

(b) the Generator should receive compensation in respect of those Exceptional Costs:

(i) in the sum specified by the Generator in accordance with paragraph 5.4.1; or

(ii) in such other sum as the Panel deems appropriate.

5.3 Timeframe For Applications

5.3.1 An application under paragraph 5.2.1 must be made within sixty days (or such longer period as the Panel may in any case approve) after:

(a) the end of the period which begins with the date on which a direction under section 34(4)(b) of the Act is given by the Secretary of State and ends on:

(i) such later date of commencement of a Security Period as may be specified in that direction; or

(ii) in the case of an application for an interim payment of compensation in respect of Exceptional Costs incurred, such later date as is specified in that application where such application is made before the end of the Security Period; or

(b) the end of the Security Period;

as the case may be during which the Exceptional Costs which are the subject of the application were incurred.

5.3.2 Double recovery of costs by Generators is not permitted.

5.3.3 The procedure for submitting an application for Exceptional Costs (including the written statement and any additional information in support of the application submitted under paragraph 5.4) shall be as set out in the relevant BSCP. The Panel may determine any additional procedural requirements in relation to the progress and procedure of an application for Exceptional Costs.

5.4 Statement and Evidence in Support of Application

5.4.1 The Lead Party shall enclose with its application under paragraph 5.2.1 a written statement (signed by a director of the relevant Generator) of the circumstances in which that Generator considers that it has incurred Exceptional Costs and the amount of the Exceptional Costs which that Generator considers that it has incurred and the Lead Party shall provide a copy of any such application to the Authority.

5.4.2 The Lead Party may submit to the Panel with its application for Exceptional Costs under paragraph 5.2.1 any additional information or explanation in support of its application under paragraph 5.2.1.

5.5 Provision Of Assistance To The Panel

5.5.1 The Lead Party shall obtain and supply to the Panel any information or explanation (and shall provide such other assistance) as the Panel may from time to time request for the purpose of disposing of an application under paragraph 5.2.1.

5.6 Auditor’s Statement

5.6.1 If required to do so by the Panel, the Lead Party shall, within such period as the Panel may reasonably stipulate, submit a statement signed by:

(a) the Lead Party’s Auditors; and

(b) where the Exceptional Costs which are the subject of the application under paragraph 5.2.1 relate to a BM Unit comprising the premises of a Claimant Customer and include costs incurred by that Claimant Customer, the Claimant Customer’s Auditors

to the effect that the Generator’s estimate of Exceptional Costs has been prepared on a basis which is both fair, complete and reasonable and consistent with the definition of the term Exceptional Cost.

5.7 Discussions With The Authority

5.7.1 If required to do so by the Authority, the Panel will discuss with the Authority any determinations to be made under paragraph 5.2.1 and, in making any such determinations, shall take account of any guidance given by the Authority.

5.8 Mechanism For Recovery

5.8.1 When the Panel has made a determination under paragraph 5.2.1, it shall notify the Lead Party of the determination, and that proportion of the Exceptional Costs allowed by the Panel shall be settled as a charge upon Suppliers in a manner to be determined by the Authority.

6. VALIDATION AND CORRECTION OF TRADING CHARGES RELATING TO NETWORK GAS SUPPLY EMERGENCY ACCEPTANCES

6.1 General

6.1.1 This paragraph 6 will apply whenever Network Gas Supply Emergency Acceptance(s) are issued pursuant to Section Q5.1.3(c).

6.1.2 Where this paragraph applies, the Lead Party and Subsidiary Parties of a BM Unit affected by the Network Gas Supply Emergency Acceptance shall take immediate steps to preserve such records as may reasonably be expected to assist the Panel in performing its duties under paragraph 6.1.3, including:

(a) records relating to the volume of Active Energy bought and/or sold by the Lead Party at the Bid-Offer Acceptance Time for the Network Gas Supply Emergency Acceptance;

(b) records that demonstrate (or may allow the Panel to infer) which BM Unit(s) the Lead Party would have used to deliver that Active Energy; and

(c) records that demonstrate (or may allow the Panel to estimate) the Avoidable Costs that the Lead Party incurred or saved as a result of the Network Gas Supply Emergency Acceptance

and shall provide such information in a timely manner to the BSC Panel upon request.

6.1.3 Where this paragraph applies, the Panel shall:

(a) validate whether the Trading Charges calculated in relation to each Network Gas Supply Emergency Acceptance can reasonably be regarded as complying with the following principles (the "Network Gas Supply Emergency Adjustment Principles"):

(i) that the Network Gas Supply Imbalance Adjustment Volume (QNGSIAij) for each BM Unit ‘i' and Settlement Period ‘j’ is equal to the total volume of Active Energy that:

(1) prior to the Bid-Offer Acceptance Time of the Network Gas Supply Emergency Acceptance the relevant Lead Party or Subsidiary Party intended (or can reasonably be inferred to have intended) should be generated using Generating Unit(s) contained within BM Unit ‘i’;

(2) could not be generated by those Generating Unit(s) as a result of the Network Gas Supply Emergency Acceptance; and

(3) was subject to agreement(s) that are consistent with the requirements of paragraph 6.1.4, and for which:

(a) prior to the Bid-Offer Acceptance Time of the Network Gas Supply Acceptance the relevant Lead Party or Subsidiary Party agreed with the counterparty the volume of energy to be transferred in relation to Settlement Period ‘j’,; and/or

(ii) that the Network Gas Supply Total Bid Payment (TNGSB_i) payable by the Lead Party equals the net saving in Avoidable Costs as a result of the Acceptance;

(b) determine whether the Trading Charges relating to each Network Gas Supply Emergency Acceptance could be made more consistent with the Network Gas Supply Emergency Adjustment Principles by amending data as follows for purposes of Settlement:

(i) amending the Final Physical Notification Data;

(ii) amending the Bid Price;

(iii) amending the Acceptance Data determined pursuant to Section Q5.3.2B;

(iv) creating Final Physical Notification Data, if none was determined pursuant to Section Q3.2;

(v) creating Bid-Offer Data, if none was submitted pursuant to Section Q4.2; and/or

(vi) creating the Acceptance Data, if none was determined pursuant to Section Q5.3.2B.

6.1.4 The agreements that may be taken into account for the purposes of paragraph 6.1.3(a)(i)(3) are:

(a) agreements by the Lead Party or Subsidiary Party to sell Active Energy in relation to which an Energy Contract Volume Notification was submitted pursuant to section P2.3; and

(b) agreements by the Lead Party to purchase Active Energy from Third Party Generators, provided that the agreement requires the Third Party Generator to pay the Lead Party for quantities of Active Energy that are not delivered at a price which (on average, over the period to which the contract relates) is likely in the opinion of the Panel to equal or exceed the System Buy Price.

6.1. 5 Where the Panel determines pursuant to paragraph 6.1.3(b) that an amendment should be made to Settlement data:

(a) The Panel shall provide the Lead Party and Subsidiary Parties with details of the required amendments, and the reason for making them; and

(b) The amendments shall be included in Settlement in accordance with BSCP18.

6.1. 6 Where a Lead Party or Subsidiary Party disagrees with a decision of the Panel pursuant to paragraph 6.1.3(b) they may appeal the decision of the Panel to the Authority and the Panel shall give effect to any direction of the Authority arising from such appeal.

AMENDMENT RECORD – SECTION G

Section G

Version 17.0

Effective Date: 02 April 2024

Modification Proposal	Decision Date	Implementation Date	Version
P451	22/03/2024	02/04/2024	17.0
P450	12/01/2023	23/02/2023	16.0
P448	07/12/22	23/11/22	15.0
P403 Self-Governance	09/04/20	28/05/20	14.0
P394 Self-Governance	12/12/19	20/02/20	13.0
P369	24/09/18	29/03/19	12.0
ORD005¹	Secretary of State	01/08/14	11.0
P276	20/07/12	31/03/14	10.0
P248	05/02/10	12/02/10	9.0
P232	25/06/09	05/11/09	8.0
P231	25/06/09	05/11/09	8.0
P217	16/10/08	05/11/09	7.0
P221	22/02/08	25/02/08	6.0
P208	16/01/07	22/02/07	5.0
P179	09/02/05	23/02/05	4.0
P98	18/08/03	08/11/04	3.0
BETTA		01/09/04	2.0
P37	10/05/02	20/05/02	1.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION H: GENERAL

1. STRUCTURE

1.1 Introduction

1.1.1 This Section H sets out:

(a) arrangements for the establishment and designation of Code Subsidiary Documents;

(b) the relationship of the Code with other documents;

(d) the events constituting and the consequences resulting from a Default under the Code;

(e) provisions relating to the ownership, use and disclosure of data;

(f) the limitation of liability of Parties under the Code;

(g) arrangements for the resolution of disputes; and

(h) other provisions defining the legal and contractual relationship between the Parties.

1.2 Internal structure

1.2.1 The Code comprises:

(a) each of the Sections; and

(b) any Annex attached to a Section; and

1.2.3 The Code also refers to and creates obligations in respect of Code Subsidiary Documents.

1.2.4 Code Subsidiary Documents comprise each of the following documents:

(a) BSC Procedures;

(b) Codes of Practice;

(d) Party Service Line 100;

(e) Data Catalogues;

(f) Communication Requirements Documents

(g) the Reporting Catalogue; and

(h) the LFM Specification.

1.2.5 Subject to Section L3.2, a reference in the Code or in any Code Subsidiary Document to a Code Subsidiary Document shall be to the version of that Code Subsidiary Document then in force, unless the context otherwise requires.

1.2.6 Code Subsidiary Documents shall have binding effect for the purposes of the Code.

1.2.7 Subject to paragraph 1.2.8:

(a) each Party and each BSC Agent shall comply with (and each Party shall ensure that its Party Agents comply with) each of the Code Subsidiary Documents in force from time to time (whether or not such Code Subsidiary Document is expressly identified or referred to in, or in a particular Section of, the Code) to the extent such Code Subsidiary Document is applicable to such Party, BSC Agent or Party Agent;

(b) without prejudice to paragraph 1.5 and other than in Section A, Section F, Section H and Section X (including Annex X-1 and Annex X-2) references in the Code to the Code shall be interpreted to include all relevant Code Subsidiary Documents, unless the context otherwise requires; and

1.2.8 The provisions of paragraph 1.2.7 shall not apply to the BSC Service Descriptions (but without prejudice to any obligations of BSC Agents under the BSC Agent Contracts).

1.3 Establishment of Code Subsidiary Documents

1.3.1 The Code Subsidiary Documents in force as at the Code Effective Date shall be those listed in the Implementation Scheme and they shall be deemed to be adopted by the Panel, for the purposes of the Code, as at the Code Effective Date (subject to the provisions of the Implementation Scheme).

1.3.2 BSCCo shall:

(a) maintain an up-to-date list of the Code Subsidiary Documents, indicating the version number of each Code Subsidiary Document then in force (and the version numbers of previous versions) together with the date with effect from which each such version applies or applied;

(b) make a copy of such list available to any person on request; and

(c) maintain a library of all past and current versions of each Code Subsidiary Document (including, in the case of Codes of Practice, the versions referred to in Section L3.2.3).

1.3.3 Existing Code Subsidiary Documents may be modified and new Code Subsidiary Documents may be created in accordance with Section F3.

1.4 Access to Code

1.4.1 BSCCo shall provide a copy of the Code and of any Code Subsidiary Document to any person on request, subject (other than in the case of the Authority) to payment by such person of an amount (as approved by the Panel from time to time) not exceeding the reasonable costs of BSCCo in making and providing such copy.

1.4.2 In complying with paragraph 1.4.1 (and without prejudice to the requirements of that paragraph), BSCCo shall, and shall be entitled to, take such steps as it considers appropriate to protect the IPRs which BSCCo holds in such documents pursuant to paragraph 4.7.

1.4.3 Notwithstanding paragraph 1.4.1, BSCCo may, with the prior approval of the Panel, refuse to provide a copy of any Code Subsidiary Document (or part of it) to a third party or to third parties generally (or may make the provision thereof subject to conditions) to the extent only and for the period that the provision of such Code Subsidiary Document (or part of it) to such third party or parties would, in the opinion of BSCCo, substantially prejudice the interests of all Parties collectively or classes of Parties collectively.

1.4.4 Where, with the approval of the Panel, BSCCo determines that a Code Subsidiary Document (or part of it) should not be made available to a third party or to third parties generally pursuant to paragraph 1.4.3, BSCCo shall notify Parties and the Authority accordingly.

1.4.5 Subject to any existing confidentiality obligation, each other Party shall be free to disclose the Code or any Code Subsidiary Document to any third party to the extent that BSCCo would be entitled to make such document(s) available to that third party pursuant to this paragraph 1.4 and subject to compliance with any steps BSCCo may prescribe under paragraph 1.4.2, provided always that, where BSCCo refuses to provide a copy of a Code Subsidiary Document to a third party or third parties pursuant to paragraph 1.4.3, such Party shall not disclose that Code Subsidiary Document to such third party or parties.

1.5 Precedence

1.5.1 In the event of any conflict between the provisions of the Code and:

(a) the provisions of any Code Subsidiary Document;

(b) the Code Administration Code of Practice Principles; and/or

(c) the provisions of any other document established or adopted under and pursuant to the Code or any Code Subsidiary Document,

the provisions of the Code shall prevail.

1.5.2 In the event of any conflict between the provisions of one type of Code Subsidiary Document and another, or between the provisions of one Code Subsidiary Document and another:

(a) the Codes of Practice shall take precedence over all other types of Code Subsidiary Document;

(b) subject to paragraph (a), the Panel shall determine which provision is to take precedence pending modification of the Code Subsidiary Document(s),

and the Panel shall take steps in accordance with Section F3 to remove such conflict.

1.5.3 In the event of any conflict between the provisions of a Code Subsidiary Document and the provisions of any other document established or adopted under and pursuant to the Code or any Code Subsidiary Document, the provisions of the Code Subsidiary Document shall prevail.

1.5.4 The provisions of this paragraph 1.5 shall be subject to any express provision to the contrary in the Code.

1.5.5 Not used.

1.6 Relationship with other documents

1.6.1 In the event of any conflict between the provisions of the Retail Energy Code and the provisions of the Code, no Party shall be liable hereunder or under the Retail Energy Code as a result of complying with its obligations under the Code or under the Retail Energy Code provided that each Party shall take such steps within its power as may be necessary, subject to and in accordance with the provisions of the Code and the Retail Energy Code relating to modifications, to resolve such conflict as soon as possible.

1.6.1A Notwithstanding paragraph 1.6.1, the Parties acknowledge that, depending on the nature of the conflict between the Retail Energy Code and the Code, it may not be practicable or desirable for individual Parties to comply with differing and conflicting obligations and, in that event, the Panel and the REC Code Manager, with the approval of the Authority, may determine which provisions are to prevail pending modification of the Retail Energy Code and/or the Code to remove such conflict.

1.6.2 In the event of any conflict between the provisions of the Grid Code and the provisions of the Code, no Party shall be liable hereunder or under the Grid Code as a result of complying with its obligations under the Code or under the Grid Code provided that each Party shall take such steps within its power as may be necessary, subject to and in accordance with the provisions of the Code and the Grid Code relating to modifications, to resolve such conflict as soon as possible.

1.6.3 Notwithstanding paragraph 1.6.2, the Parties acknowledge that, depending on the nature of the conflict between the Grid Code and the Code, it may not be practicable or desirable for individual Parties to comply with differing and conflicting obligations and, in that event, the Panel and the NETSO, with the approval of the Authority, may determine which provisions are to prevail pending modification of the Grid Code and/or the Code to remove such conflict.

1.6.4 For the avoidance of doubt, a conflict for the purposes of this paragraph 1.6 arises where compliance with the requirements of one document would necessarily (but for the provisions of this paragraph 1.6) result in a breach of the other document and, accordingly, the existence of an additional or supplementary requirement under one or other document in relation to matters forming the subject of both documents does not, of itself, constitute a conflict for the purposes of this paragraph 1.6.

1.6.5 In this paragraph 1.6, references to the Code include each of the Code Subsidiary Documents.

1.6.6 BSCCo shall inform the Panel and the NETSO as soon as reasonably practicable where it becomes aware of any conflict or material inconsistency between the Code and another applicable Industry Code.

1.7 IPR Litigation Requirements Document

1.7.1 With reference to the arrangements described or referred to in the IPR Litigation Requirements document referred to in Section A2.2.5, it is agreed that those arrangements shall take effect in accordance with their terms; and Parties shall be bound by the effect of those arrangements; and the Panel and BSCCo shall have and discharge their respective powers, functions and responsibilities set out in and in accordance with those arrangements; and all costs, expenses and liabilities incurred by BSCCo in connection with or pursuant to those arrangements shall (subject as provided therein) be BSC Costs.

2. COMMENCEMENT AND TERM

2.1 Term

2.1.1 Without prejudice to paragraph 2.3, the Code shall come into force and take effect on and from the Code Effective Date.

2.1.2 The Code shall have no fixed duration.

2.2 Implementation Scheme

2.2.1 Upon execution of or accession to the Framework Agreement, each Party shall execute or accede to (as the case may be) the Scheme Framework Agreement and shall comply with such parts of the Implementation Scheme as are expressed in the Implementation Scheme to be binding in contract to the extent those parts apply to such Party.

2.2.2 The provisions of the Code and the Code Subsidiary Documents are varied or suspended (and the requirements of the Code and Code Subsidiary Documents are deemed to be satisfied) by or in accordance with, and for the period and to the extent set out in, the Implementation Scheme and the Scheme Subsidiary Documents.

2.2.3 In the event of any conflict or inconsistency between the provisions of the Code (or any Code Subsidiary Document) and the provisions of the Implementation Scheme (or any Scheme Subsidiary Document), the provisions of the Implementation Scheme (or, as the case may be, the Scheme Subsidiary Document) shall prevail.

2.2.4 The obligations in paragraph 2.2.1 shall not apply to any person who becomes a Party after the date notified by the Secretary of State to the Panel for the purposes of this paragraph 2.2.4 provided that such person shall be bound by the effect of the provisions of the Implementation Scheme and the Scheme Subsidiary Documents (and any steps taken or arrangements made thereunder) as they apply to or affect the Code or any Code Subsidiary Documents (and the rights and obligations of the Parties thereunder) to the extent such provisions, steps or arrangements have an effect beyond that date.

2.2.5 In this Section H, "Scheme Subsidiary Document" has the meaning given to that term in the Implementation Scheme.

2.3 Go-live Date

2.3.1 The trading of electricity (and settlement of financial obligations in respect thereof) in accordance with arrangements established by the Code shall not begin until the Go-live Date and, accordingly, the rights, obligations and liabilities of each Party under the Code in respect of transactions giving rise to Trading Charges shall apply in respect of the First Settlement Period and each Settlement Period thereafter (and shall not apply in respect of any period prior to the First Settlement Period).

2.3.2 The provisions of paragraph 2.3.1 are without prejudice to any other rights, obligations and liabilities of each Party under the Code (including satisfaction of any requirements applicable to such Party in order to be able to effect transactions as referred to in paragraph 2.3.1).

2.3.3 In this paragraph 2.3, the "First Settlement Period" is the Settlement Period commencing at 00:00 hours on the Go-live Date.

2.4 Not Used

2.5 Effective Dates of Modification Proposal P344

2.5.1 Modification Proposal P344 shall take effect from the P344 Relevant Implementation Date provided that:

(a) the following modifications to the Code set out in the P344 Legal Text shall take effect from the time and date specified in the P344 Final Implementation Date Notice:

(i) each modification to Section N;

(ii) each modification to Section Q;

(iii) the modifications to Sections S10.5 and S11 to the extent such paragraphs apply to Virtual Lead Parties and/or Secondary BM Units;

(iv) each modification to Annex S-2 to the extent each such modification applies to Virtual Lead Parties, Secondary BM Units and/or Replacement Reserve;

(v) each modification to Section T;

(vi) each modification to Section V;

(vii) all terms and expressions that are defined in Section X and that are:

(1) used only in those Code provisions modified by the P344 Legal Text; and

(2) contained in those Sections referred to in paragraphs (a)(i) to (vi) (inclusive);

(b) BSCP602 shall take effect from the P344 Relevant Implementation Date except for those rights and obligations in BSCP602 that are authorised or envisaged by, or subsidiary to, the rights and obligations that will take effect pursuant to paragraph 2.5.1.(a):

(c) any provisions in BSCP602 that did not take effect on the P344 Relevant Implementation Date shall take effect from the time and date specified in the P344 Final Implementation Date Notice:

2.5.2 For the purposes of this paragraph 2.5:

(a) the "P344 Final Implementation Date Notice" means a notice from the NETSO setting out the time and date from which the Code provisions identified in paragraph (a) shall take effect;

(b) the "P344 Legal Text" means the legal text included in the P344 Modification Report (as such legal text may be amended by any process set out in Section F).

3. DEFAULT

3.1 Events of Default

3.1.1 For the purposes of this paragraph 3, there shall have occurred a "Default" in relation to a Party (the "Defaulting Party") in any of the following events or circumstances:

(a) where, in respect of the Defaulting Party's liability for amounts in respect of Trading Charges and in relation to any amount which has become due for payment by the Defaulting Party under the Code in respect thereof:

(i) the Defaulting Party has not paid the amount in full on the due date for payment; and

(ii) on or after the due date for payment BSCCo has given notice to the Defaulting Party requiring payment of such amount; and

(iii) the Defaulting Party has not paid such amount in full by the third Business Day after the date of BSCCo’s notice under paragraph (ii); or

(a)(A) where, in respect of the Defaulting Party's liability for amounts in respect of Trading Charges and in relation to any such amount which has become due for payment by the Defaulting Party under the Code in respect thereof:

(i) the Defaulting Party has not paid the amount in full by 0900 hours on the Second Business Day after the Affected Date in accordance with Section N regardless of whether such sums have otherwise been recovered from Credit Cover pursuant to Section N;

(ii) such amount exceeds the Advice Note Threshold Limit; and

(iii) the circumstances referred to in paragraphs (a)(A)(i) and (a)(A)(ii) have occurred on three or more occasions over a thirty calendar day period or on such other number of occassions and over such period as may be determined by the Panel in accordance with paragraph 3.1A; or

(b) where, in respect of the Defaulting Party's liability for any sums under the Code other than Trading Charges and in relation to any amount which has become due for payment by the Defaulting Party under the Code in respect thereof:

(i) the Defaulting Party has not paid the amount in full on the due date for payment; and

(ii) on or after the due date for payment BSCCo has given notice to the Defaulting Party requiring payment of such amount; and

(iii) the Defaulting Party:

(A) has not paid such amount in full by the fifth Business Day after the date of BSCCo’s notice under paragraph (ii) or by such other period as may be determined by the Panel in accordance with paragraph 3.1A; or

(B) has paid any amounts to which this paragraph (b) relates after the due date for payment but before the expiry of the notice period referred to in paragraph (b)(iii)(A) on three or more occasions during a period of twelve months or on such other number of occasions and over such period as may be determined by the Panel in accordance with paragraph 3.1A; or

(i) a Trading Party is in Level 1 Credit Default for a period that meets or exceeds the relevant Credit Default Thresholds; or;

(ii) a Trading Party is in Level 2 Credit Default for a period that meets or exceeds the relevant Credit Default Thresholds; or

(iii) a Trading Party’s Credit Cover Percentage, as determined by the ECVAA, is not equal to or lower than ninty (90) percent (%) by the end of the same numbered Settlement Period on the second to next occurring Working Day after the Settlement Period during which the Trading Party was in Level 2 Credit Default and had a Credit Cover Percentage exceeding one hundred (100) percent (%); or

(iv) a Trading Party is in Level 1 Credit Default or Level 2 Credit Default (an instance of "Relevant Credit Default") and such Relevant Credit Default is followed by a series of further Relevant Credit Defaults that collectively meet the Relevant Credit Default Series threshold determined in accordance with paragraph c(A)(ii).

(c)(A) For the purposes of:

(i) paragraphs 3.1.1(c)(i) and (ii) a "Credit Default Threshold" shall be a period of time determined by the Panel in accordance with paragraph 3.1A which, if met or exceeded by a Party in Level 1 Credit Default or Level 2 Credit Default, shall constitute a Default. A Credit Default Threshold may be comprised of continuous and/or intermittent time periods;

(ii) paragraph 3.1.1(c)(iv) a "Relevant Credit Default Series" shall be a series of Relevant Credit Defaults that collectively meet or exceed the values determined by the Panel in accordance with paragraph 3.1A including with regard to the following:

(A) the minimum number of Relevant Credit Defaults that must have occured during the time period referred to in paragraph (B) in order to constitute a Relevant Credit Default Series;

(B) the time period during which the Relevant Credit Defaults referred to in paragraph A must have arisen in order to constitute a Relevant Credit Default Series; and

(C) any further parameters that the Panel considers appropriate and which it has determined in accordance with paragraph 3.1A; and

(d) where:

(i) the Defaulting Party is in breach of any material provision of the Code (other than a provision which is the subject of paragraphs (a), (b) or (c) above); and

(ii) the breach is capable of remedy by the Defaulting Party; and

(iii) BSCCo has given notice (making reference to this paragraph 3) of such breach to the Defaulting Party; and

(iv) within fourteen days (or such longer period as the Panel may approve) after BSCCo’s notice under paragraph (iii), the Defaulting Party does not either:

(1) remedy the breach in all material respects, where the breach is capable of remedy within such period; or

(2) where the breach is not so capable of remedy, provide to BSCCo a programme (setting out the steps to be taken by the Defaulting Party and the timetable for taking such steps, in each case to be approved by BSCCo) for the remedy as soon as reasonably practicable of the breach; and

(v) in the case in paragraph 3.1.1(d)(iv)(2), the Defaulting Party does not remedy the breach in all material respects with all reasonable diligence and so far as reasonably practicable in accordance with the programme provided under that paragraph (or such revised programme as the Panel may approve); or

(e) where:

(i) the Defaulting Party is in breach of any material provision of the Code (other than a provision which is the subject of paragraphs (a), (b) or (c) above); and

(ii) the breach is not capable of remedy; and

(iii) BSCCo has given notice (making reference to this paragraph 3) of the breach to the Defaulting Party; and

(iv) at any time within the period of twelve months following BSCCo's notice under paragraph (iii), there occurs a further breach by the Defaulting Party of the same provision or any other material provision (excluding a provision which is the subject of paragraphs (a), (b) or (c) above) of the Code; or

(f) where:

(i) the Defaulting Party is in persistent breach of any provision of the Code (other than a provision which is the subject of paragraphs (a), (b) or (c) above) during a period of six months; and

(ii) after such six-month period has elapsed, BSCCo has given notice (making reference to this paragraph 3) of the persistent breach to the Defaulting Party; and

(iii) the Defaulting Party persists in breaching such provision of the Code for a further period in excess of three months;

(g) where:

(i) the Defaulting Party suspends payment of its debts or admits its inability to pay its debts as they fall due;

(ii) the Defaulting Party is unable to pay its debts (within the meaning of Section 123(l) or (2) of the Insolvency Act 1986, but subject to paragraph 3.1.2), or any voluntary arrangement is proposed in relation to it or it enters into any composition or scheme of arrangement (other than for the purpose of a bona fide solvent reconstruction or amalgamation); or

(iii) the Defaulting Party has a receiver of the whole or any material part of its assets or undertaking appointed; or

(iv) the Defaulting Party has an administrator appointed or a winding-up order made in relation to it; or

(v) the Defaulting Party passes any resolution for winding-up (other than for the purpose of a bona fide solvent reconstruction or amalgamation); or

(vi) a petition is presented or legal proceedings are commenced for making an administration order in relation to, or for the winding up or dissolution of, the Defaulting Party (other than a petition which is vexatious or frivolous and is, in any event, discharged within twenty one days of presentation and before it is advertised); or

(vii) the Defaulting Party ceases carrying on all of its business and/or publically announces that it has ceased carrying on all of its business;

or any analogous events occur in respect of the Defaulting Party in any other jurisdiction; or

(h) where:

(i) the Defaulting Party is or becomes a designated person, or a person owned or controlled by a designated person, for the purposes of the Sanctions and Anti-Money Laundering Act 2018 or Regulations made under that Act (and where 'owned' and 'controlled' have the meanings given in such Regulations pursuant to s.62(5) of that Act and include direct or indirect ownership of control where so provided in such Regulations); and

(ii) as a consequence of the event or circumstance described in paragraph (i):

(A) the performance by the Defaulting Party, or by any other Party, of any obligation under the Code, or

(B) the carrying out of any activity (by a Party, Party Agent or BSC Agent) pursuant to the Code

is prohibited under that Act or under Regulations made pursuant to that Act,

in any such case for whatever reason and whether or not within the control of the Defaulting Party.

3.1.2 For the purposes of paragraph 3.1.1(g)(ii), section 123(1)(a) of the Insolvency Act 1986 shall have effect as if for seven hundred and fifty pounds sterling ("£750") there was substituted ten thousand pounds sterling ("£10,000"); and the Defaulting Party shall not be deemed to be unable to pay its debts for the purposes of that paragraph if any such demand as is mentioned in that section of the Insolvency Act 1986 is being contested in good faith by the Defaulting Party with recourse to all appropriate measures and procedures.

3.1.3 Without prejudice to a Party's obligation to make any payments under the Code (including under Section D, Section N and Annex S-1) in accordance with the requirements of and at the times and in the manner specified in the Code, a Party shall not be in breach of any other provision of the Code to the extent that and for so long as it is not possible for that Party to comply with that provision as a result of Section G4 applying or by reason of a failure of a BSC Agent and/or BSCCo to perform any obligation under the Code provided that the Party shall:

(a) promptly notify BSCCo in writing of such impossibility and the reasons why it is not possible for such Party to comply with the relevant provision of the Code; and

(b) discuss with BSCCo whether there is a possible alternative means of complying with the relevant provision and, if so, take all reasonable steps to do so.

3.1A Default Values or Parameters Established by the Panel

3.1A.1 Where, for the purposes of paragraph 3.1.1, the Panel is required to determine any values or parameters, the Panel shall:

(a) subject to paragraph (c), establish the initial values or parameters to be applied to paragraph 3.1.1;

(b) review such values or parameters from time to time and in any event within one year after the Relevant Implementation Date of Modification P385, and, subject to paragraph (c), determine:

(i) any revisions to such values or parameters; and

(ii) the effective date(s) for implementing the revised values or parameters;

(c) in establishing the initial values or parameters under paragraph (a), or revising such values or parameters and determining an implementation approach in each case under paragraph (b), consult with Parties and take due regard of any representations made and not withdrawn during such consultation,

and for the purposes of paragraph (a), a consultation undertaken prior to the Relevant Implementation Date of Modification P385, including a consultation undertaken pursuant to Section F2 that seeks representations from Parties on the initial values or parameters to be applied to paragraph 3.1.1, shall constitute a consultation for the purposes of paragraph (a).

3.1A.2 BSCCo shall ensure that the values and parameters determined by the Panel pursuant to this paragraph 3.1A are at all times published on the BSC Website.

3.2 Consequences of Default

3.2.1 Upon the occurrence of a Default by a Defaulting Party, the Panel may take one or more of the following steps while such Default persists and for the duration of such Default (in each case at such time as it sees fit and having regard to all the circumstances of the Default):

(a) notify each other Party of such Default;

(b) suspend one or more of the rights or take one or more of the steps referred to in paragraph 3.2.2 (subject to any prior consultation or approval as specified in paragraph 3.2.2) in respect of the Defaulting Party, either generally or progressively and either wholly or partially and for such period as the Panel considers appropriate;

(c) in the case of a Default by an Interconnector Error Administrator of the type referred to in paragraph 3.1.1(a), remove the registration of the Interconnector Error Administrator and require the Interconnected System Operator (with the prior approval of the Authority or, in the case an Interconnector connected to an External System outside the National Electricity Transmission System Operator Area, the Secretary of State) to assume the future responsibilities of such Interconnector Error Administrator acting in that capacity;

(d) with the prior approval of the Authority, require the Defaulting Party and the NETSO or the Distribution System Operator (as the case may be) to de-energise the Plant or Apparatus comprising one or more of the BM Units (other than Interconnector BM Units) for which the Defaulting Party is the Lead Party (and each Party hereby irrevocably and unconditionally consents to such de-energisation);

(e) expel the Party from the Code subject to and in accordance with Section A5;

(f) notify the FAA on behalf of the BSC Clearer to treat the Party as a Defaulting Party for the purposes of Section N; and/or

(g) where the Default relates to the DIP Rules, notify the DIP Manager.

3.2.2 The rights and steps referred to in paragraph 3.2.1(b) are:

(a) in relation to Energy Contract Volume Notifications (or, in the case of a Default of the type referred to in paragraph 3.1.1(a) or (b), relevant Energy Contract Volume Notifications, as defined in Section P2.5.3):

(i) the right to submit such Energy Contract Volume Notifications under Section P; and/or

(ii) the disapplication (for the purposes of Settlement) of any such Energy Contract Volume Notifications as have already been submitted at any time (except to the extent that they relate to Settlement Periods for which the Submission Deadline has occurred prior to the time when the Panel notifies the Parties of such disapplication);

(b) in relation to Metered Volume Reallocation Notifications (or, in the case of a Default of the type referred to in paragraph 3.1.1(a) or (b), relevant Metered Volume Reallocation Notifications, as defined in Section P3.5.3):

(i) the right to submit such Metered Volume Reallocation Notifications under Section P; and/or

(ii) the disapplication (for the purposes of Settlement) of any such Metered Volume Reallocation Notifications as have already been submitted at any time (except to the extent that they relate to Settlement Periods for which the Submission Deadline has occurred prior to the time when the Panel notifies the Parties of such disapplication);

(c) where the Defaulting Party is an Interconnector User, the rights of such Party to be allocated BM Unit Metered Volumes (of such kinds as the Panel may specify) in respect of its Interconnector BM Units;

(d) following consultation with the NETSO;

(i) the right to submit Bid-Offer Pairs under Section Q and/or

(ii) the right to submit Replacement Reserve Bid Data under Section Q;

(e) with the prior approval of the Authority, the right to register further Metering Systems and BM Units;

(f) the rights to receive reports and data under Section V;

(g) the right to vote pursuant to Annex B-2;

(h) in the case of a Default under paragraph 3.1.1(h), the right to receive payment from the BSC Clearer or BSCCo of any amount becoming due and payable to the Defaulting Party under the Code.

3.2.3 The taking of any steps by the Panel under this paragraph 3.2 in relation to a Defaulting Party shall not affect or alter the liabilities of such Defaulting Party under the Code (accrued or accruing in respect of the period prior to, on or after the date when such step is taken) and, without prejudice to the generality of the foregoing, a Defaulting Party shall be liable for all sums (including VAT) which it is required under the Code to pay in respect of Trading Charges and other sums pending removal, de-energisation or expulsion pursuant to paragraph 3.2.1.

3.2.4 Each Licensed Distribution System Operator shall ensure that it has the necessary rights to effect or procure the de-energisation of Plant or Apparatus, following an instruction from the Panel pursuant to paragraph 3.2.1(d), which is connected to a Distribution System (not being a Transmission System or the Distribution System of any other Distribution System Operator) forming part of the Total System and having a connection with such Licensed Distribution System Operator's Distribution System.

3.2.5 In relation to any instruction to de-energise Plant or Apparatus issued pursuant to paragraph 3.2.1(d):

(a) the NETSO or the relevant Distribution System Operator (as the case may be) shall use all reasonable endeavours to comply (or procure compliance) as quickly as practicable with any such instruction;

(b) each Lead Party hereby irrevocably and unconditionally consents to such de-energisation; and

(c) the Defaulting Party, failing which each Trading Party (but, in the case of a Trading Party, only in respect of its Annual Funding Share at the time of receipt of the request for indemnification, calculated on a default basis in relation to the Defaulting Party) shall indemnify and keep indemnified the NETSO and/or the Distribution System Operator (as the case may be) on demand against any and all liability, loss or damage which it may suffer by reason of effecting such de-energisation.

3.2.6 If, by virtue of any Legal Requirement, another Party is to assume responsibility for the supply of electricity to Customers through Metering Systems for which the Defaulting Party is the Registrant, BSCCo shall take such steps (and shall require relevant BSC Agents to take such steps) as may be necessary to ensure that such other Party assumes responsibility for such Metering Systems for the purposes of Settlement upon or as soon as reasonably practicable after such requirement arises.

3.2.7 The provisions of this paragraph 3.2 are without prejudice to any other rights or remedies or consequences which are expressly provided under the Code to arise in the event of any failure by a Party to comply with the requirements of the Code.

3.2.8 BSCCo shall, and shall be entitled to, take such steps as may be required by the Panel (including giving instructions to relevant BSC Agents) in order to give effect to the exercise by the Panel of any of its powers under this paragraph 3.2.

3.3 Application

3.3.1 This paragraph 3 does not apply to BSCCo or the BSC Clearer and references to a "Defaulting Party" are to a Party other than BSCCo or the BSC Clearer.

4. CONFIDENTIALITY AND OTHER INTELLECTUAL PROPERTY RIGHTS

4.1 Interpretation

4.1.1 In this paragraph 4:

(a) "Authorised Recipient" means any Business Person to whom Protected Information has been divulged in accordance with paragraph 4.4 provided that such person:

(i) requires access to such Protected Information for the proper performance of their duties as a Business Person in the course of Permitted Activities; and

(ii) has been informed of the duties of the NETSO in relation to inter alia Protected Information under paragraph 4.4;

(b) "Business Person" means any person who is a Main Business Person or a Corporate Functions Person, and "Business Personnel" shall be construed accordingly;

(i) is an officer of the NETSO; or

(ii) is an employee of the NETSO, carrying out any administrative, finance or other corporate services of any kind which in part relate to the Main Business; or

(iii) is engaged by or on behalf of the NETSO as an agent or adviser to or otherwise to perform work in relation to services for the Main Business;

(d) "Disclose" means disclose, reveal, report, publish or transfer by any means and "Disclosure" shall be construed accordingly;

(e) "Main Business" means, in relation to the NETSO, any business of the NETSO as at the Code Effective Date and any business which the NETSO must carry out under the ESO Licence;

(f) "Main Business Person" means any employee of the NETSO who is engaged solely in the Main Business of the NETSO, and "Main Business Personnel" shall be construed accordingly;

(g) "Nominated Agreements" means:

(i) the Code;

(ii) the Code Subsidiary Documents;

(iii) the Implementation Scheme;

(iv) the Scheme Subsidiary Documents;

(v) the Settlement Agreement for Scotland;

(vi) the Retail Energy Code;

(vii) all Connection Agreements;

(viii) the Data Transfer Service Agreement;

(ix) all Contracts for Difference;

(x) the EPG Scheme Document;

(xi) the EBR Scheme Functions Agreement; and

(xii) any other electricity industry agreement or document as may be specified (or of a type specified) as a Nominated Agreement by the Panel from time to time (following such consultation with Parties as the Panel considers appropriate for this purpose);

(h) "Permitted Activities" means activities carried on for the purposes of the Main Business;

(i) "Protected Information" means any information relating to the affairs of a Party which is furnished to Business Personnel pursuant to the Code unless, prior to such information being furnished, such Party has informed the recipient thereof by notice in writing or by endorsement on such information that the said information is not to be regarded as Protected Information;

(j) "Relevant Instrument" means any or, as the context may require, a particular one of the following:

(i) the Act and all subordinate legislation made under the Act;

(ii) the Data Protection Legislation and all subordinate legislation made under it;

(iii) any Licence and any determination or notice made or issued by the Authority pursuant to the terms thereof;

(iv) the Capacity Market Rules;

(v) any Nuclear RAB Legal Requirement,

and whether under any of the foregoing or otherwise, all authorisations, approvals, licences, exemptions, filings, registrations, notarisations, consents, guidelines and other matters which are required or which a Party acting in accordance with Good Industry Practice would obtain or comply with for the purposes of the Code, of or from any Competent Authority.

4.2 Party obligations

4.2.1 The obligations under this paragraph 4.2 apply to each Party (a "Restricted Party") other than the NETSO.

4.2.2 Each Restricted Party hereby undertakes with each other Party that it shall preserve the confidentiality of, and shall not directly or indirectly Disclose or use for its own purposes, Confidential Information, subject to the provisions of paragraph 4.2.3.

4.2.3 A Restricted Party shall be entitled to Disclose or use Confidential Information if and to the extent that one or more of the following apply:

(a) the Restricted Party is required or permitted to Disclose or use Confidential Information pursuant to the terms of a Nominated Agreement, to the extent of such requirement or permission; or

(b) the Restricted Party believes, on reasonable grounds, that market arrangements set out or contemplated by the Code require or permit it to Disclose Confidential Information to another person or to use Confidential Information, to the extent of such requirement or permission; or

(c) the person to whose affairs the Confidential Information relates gives its prior written consent to the Disclosure or use, to the extent of such consent; or

(d) the Confidential Information, before it is furnished to the Restricted Party, is in the public domain; or

(e) the Confidential Information, after it is furnished to the Restricted Party:

(i) is acquired by the Restricted Party in circumstances in which this paragraph 4.2 does not apply; or

(ii) is acquired by the Restricted Party in circumstances in which this paragraph 4.2 does apply and thereafter ceases to be subject to the restrictions imposed by this paragraph 4.2; or

(iii) enters the public domain,

and in any such case otherwise than as a result of either a breach by the Restricted Party of its obligations in this paragraph 4.2 or a breach by the person who disclosed that Confidential Information of any confidentiality obligation of that person where the Restricted Party is aware of such breach by that person; or

(f) the Restricted Party is required or permitted to Disclose to any person Confidential Information or to use Confidential Information:

(i) in compliance with any provisions of any Relevant Instrument; or

(ii) in compliance with any other Legal Requirement; or

(iii) in response to a requirement of any stock exchange or regulatory authority or the Panel on Take-overs and Mergers; or

(iv) pursuant to the arbitration rules of The London Court of International Arbitration or pursuant to any judicial or other arbitral process or tribunal having jurisdiction in relation to the Restricted Party including any disputes committee established under the terms of the Code or, the Settlement Agreement for Scotland; or

(g) the Restricted Party Discloses Confidential Information to its Affiliates or Related Undertakings or to its employees, directors, agents, consultants and professional advisers or those of its Affiliates or Related Undertakings or, where the Restricted Party is a Supplier, to a relevant Exempt Supplier (being an Exempt Supplier as defined in, and with or to whom the Supplier agrees or offers to provide exempt supply services pursuant to Condition 8B of, a PES Supplier Licence or any equivalent condition of another Supply Licence); or

(h) the Restricted Party Discloses Confidential Information to the Authority.

4.2.4 Confidential Information which a Restricted Party is permitted or obliged to Disclose or use pursuant to this paragraph 4.2 shall not cease to be regarded as Confidential Information by virtue of such Disclosure or use.

4.2.5 Each Restricted Party shall adopt procedures within its organisation for ensuring the confidentiality of all Confidential Information, including the following:

(a) Confidential Information will be disseminated within its organisation on a "need-to-know" basis;

(b) the persons referred to in paragraph 4.2.3(g) will be made fully aware of the provisions of this paragraph 4.2; and

(c) any copies of Confidential Information, whether in hard copy, computerised or other (for example, microfiche) form, will clearly identify the information as confidential.

4.2.6 Each Restricted Party shall procure that its Affiliates, Related Undertakings and consultants observe the restrictions set out in this paragraph 4.2 (as if references to "Restricted Party" were references to such Affiliates, Related Undertakings and consultants) and shall be responsible under the Code for any failure by such persons to observe such restrictions.

4.2.7 The obligations of BSCCo and the BSC Clearer under this paragraph 4.2 are subject to the provisions of paragraph 4.3.

4.3 BSCCo and BSC Clearer obligations

4.3.1 BSCCo and the BSC Clearer (and any other BSC Companies) shall be entitled to use Confidential Information for the purposes of discharging their respective duties and functions under and pursuant to the Code and the Code Subsidiary Documents.

4.3.2 The provisions of paragraph 4.2.5(a) and (c) shall not apply to BSCCo or the BSC Clearer.

4.3.3 BSCCo and the BSC Clearer undertake to each of the other Parties that, having regard to the activities in which any employee of BSCCo or the BSC Clearer is engaged and the nature and effective life of the Confidential Information divulged to them by virtue of such activities, BSCCo and BSC Clearer shall not unreasonably continue (taking into account any industrial relations concerns reasonably held by it) to divulge Confidential Information or permit Confidential Information to be divulged to any employee of BSCCo or the BSC Clearer who has notified BSCCo or the BSC Clearer of their intention to become engaged as an employee or agent of any other person who is:

(a) authorised by Licence or Exemption to generate, participate in the transmission of, distribute or supply electricity; or

(b) an electricity broker or who is known to be engaged in the writing of electricity sale and purchase contracts; or

save where BSCCo and the BSC Clearer could not, in all the circumstances, reasonably be expected to refrain from divulging to such employee Confidential Information which is required for the proper performance of their duties.

4.3.4 For the purposes of paragraph 4.2.3(a), where:

(a) a provision of the Code provides that BSCCo shall or may provide or disclose any data to any person(s) or body(ies); and

(b) the data to be provided or disclosed is not specifically identified in or readily identifiable (without the need to exercise any particular judgment as to the content thereof) from such provision

then BSCCo shall be entitled to provide or disclose data in accordance with the provisions, mutatis mutandis, of Section B3.3.1 (as if references to the Panel were references to BSCCo) subject to the further provisions of Section B3.3 (as if references to the fulfilment of the functions and duties of the Panel were references to the fulfilment of the functions and duties of BSCCo).

4.3.5 For the avoidance of doubt, paragraph 4.2.4 shall not apply to information which is published by BSCCo under the Code (where the Code provides that information may be published) but without prejudice to paragraph 4.7.

4.4 Confidentiality for the NETSO

4.4.1 The NETSO (in each of its capacities under the Code) shall ensure that Protected Information is not:

(a) divulged by Business Personnel to any person unless that person is an Authorised Recipient;

(b) used by Business Personnel for the purposes of obtaining for the NETSO or any of its Affiliates or for any other person:

(i) any Licence; or

(ii) any right to purchase or otherwise acquire, or to distribute, electricity except as and to the extent permitted under the ESO Licence; or

(iii) any contract or arrangement for the supply of electricity to Customers or Suppliers; or

(iv) any contract for the use of any electrical lines or electrical plant belonging to or under the control of a Supplier; or

(v) control of any body corporate which, whether directly or indirectly, has the benefit of any such Licence, contract or arrangement; and

except with the prior consent in writing of the Party to whose affairs such Protected Information relates.

4.4.2 Nothing in this paragraph 4.4 shall apply to any Protected Information:

(a) which, before it is furnished to Business Personnel, is in the public domain; or

(b) which, after it is furnished to Business Personnel:

(i) is acquired by the NETSO in circumstances in which this paragraph 4.4 does not apply; or

(ii) is acquired by the NETSO in circumstances in which this paragraph 4.4 does apply and thereafter ceases to be subject to the restrictions imposed by this paragraph 4.4; or

(iii) enters the public domain,

and in any such case otherwise than as a result of either a breach by the NETSO of its obligations in this paragraph 4.4 or a breach by the person who disclosed that Protected Information of any confidentiality obligation of that person where the NETSO is aware of such breach by that person; and/or

(c) disclosed to any person where the NETSO or any Affiliate of the NETSO is required or expressly permitted to make such disclosure to such person:

(i) in compliance with the duties of the NETSO under the Act or any other Legal Requirement; or

(ii) in compliance with the conditions of the ESO Licence or any document referred to in the ESO Licence with which the NETSO or any Affiliate of the NETSO is required by virtue of the Act or the ESO Licence to comply; or

(iii) in compliance with any other Legal Requirement; or

(iv) in response to a requirement of any stock exchange or regulatory authority or the Panel on Take-overs and Mergers; or

(v) pursuant to the arbitration rules of The London Court of International Arbitration or pursuant to any judicial or other arbitral process or tribunal having jurisdiction in relation to the NETSO or its Affiliates; or

(vi) pursuant to an EMR Legal Requirement; or

(d) to the extent that the NETSO or any of its Affiliates is expressly permitted or required to disclose that information under the terms of any agreement or arrangement (including the Code, the Grid Code, the Distribution Codes and the Fuel Security Code) with the Party to whose affairs such Protected Information relates.

4.4.3 The NETSO may use all and any information or data supplied to or acquired by it under the Code from or in relation to the other Parties to the extent necessary in performing Permitted Activities including, for the following purposes:

(a) the operation and planning of the Transmission System;

(b) the calculation of charges and preparation of offers of terms for connection to or use of the Transmission System and for the Transmission Services Activity (as defined in the ESO Licence);

and may pass the same to Affiliates of the NETSO which carry out such activities and the Parties agree to provide all information to the NETSO and its Affiliates for such purposes provided that the NETSO shall procure that such Affiliates observe the restrictions set out in this paragraph 4.4 as if the references to NETSO were replaced by references to such Affiliates.

4.4.4 The NETSO undertakes to each of the other Parties that, having regard to the activities in which any Business Person is engaged and the nature and effective life of the Protected Information divulged to them by virtue of such activities, neither the NETSO nor any of its Affiliates shall unreasonably continue (taking into account any industrial relations concerns reasonably held by it) to divulge Protected Information or permit Protected Information to be divulged by any Affiliate of the NETSO to any Business Person who has notified the NETSO or the relevant Affiliate of their intention to become engaged as an employee or agent of any other person (other than of the NETSO or any Affiliate thereof) who is:

(a) authorised by Licence or Exemption to generate, participate in the transmission of, distribute or supply electricity; or

(b) an electricity broker or who is known to be engaged in the writing of electricity sale and purchase contracts; or

save where the NETSO or such Affiliate could not, in all the circumstances, reasonably be expected to refrain from divulging to such Business Person Protected Information which is required for the proper performance of their duties.

4.4.5 Without prejudice to the other provisions of this paragraph 4.4, the NETSO shall procure that any additional copies made of the Protected Information, whether in hard copy or computerised form, will clearly identify the Protected Information as protected.

4.4.6 The NETSO undertakes to use all reasonable endeavours to procure that no employee is a Corporate Functions Person unless the same is necessary for the proper performance of their duties.

4.4.7 Without prejudice to paragraph 4.4.3, the NETSO and each of its Affiliates may use and pass to each other any BM Unit Metered Volumes data supplied to or acquired by it under the Code for the purposes of its estimation and calculation of system maximum ACS (Average Cold Spell) demand as required from time to time for the purposes of the ESO Licence.

4.5 Additional provisions

4.5.1 The NETSO and BSCCo shall and may pass any relevant information and data relating to the BM Unit Metered Volumes (including, for the avoidance of doubt, all relevant metered data) of any of the BM Units comprising Generating Units which are the subject of qualifying arrangements (as defined in section 33 of the Act) to such person as may be specified from time to time pursuant to such qualifying arrangements.

4.5.2 The provisions of paragraphs 4.1 to 4.4 shall continue, for a period of three years after a Party ceases to be a Party to the Code irrespective of the reason for such cessation.

4.5.3 Each Party acknowledges and agrees that no Party shall be in breach of any obligation of confidentiality owed to it pursuant to the Code in reporting under Section U1.3.1 any breach of the Code or its belief (in good faith) that any such breach has occurred.

4.5.4 BSCCo shall and may pass to the REC Code Manager:

(a) data and information required under the REC Switching Data Management Schedule; and

(b) any relevant information and data reasonably required under the REC performance assurance framework.

4.6 Data ownership

4.6.1 References in the Code:

(a) to data include any information;

(b) to rights of ownership of data mean all IPRs in data (including IPRs in any database or other compilation or collection of data) and references to a person owning data shall be construed accordingly.

4.6.2 For the purposes of this paragraph 4.6:

(a) "relevant party data" in relation to a Party (other than BSCCo, the BSC Clearer and any Licensed Distribution System Operator acting in its capacity as a SMRA) means data which is to be provided to any relevant person by or on behalf of that Party (including by any Party Agent appointed by that Party) pursuant to any provision of the Code, including metering data derived (but not estimated, where such estimation is carried out by a relevant person other than that Party or its Party Agent) from any Metering System of which such Party is Registrant;

(b) "relevant BSC data" means data, including data derived from any relevant party data (but excluding any relevant party data), which is created, produced or acquired:

(i) pursuant to or for the purposes of the Code, or

(ii) pursuant to any process, procedure, calculation or determination provided for by the Code

by or on behalf of any relevant person;

(i) the Panel, any Panel Committee, any Workgroup, BSCCo, the BSC Clearer, any other Subsidiary of BSCCo, any BSC Agent and any SMRA;

(ii) any Party and any Party Agent appointed by any Party;

(d) references to the Code include any Code Subsidiary Document;

(e) any express provision of any other part of the Code as to the ownership of IPRs in data or to data ownership shall, so far as in conflict with, prevail over the provisions of this paragraph 4.6.

4.6.3 Each Party grants to each relevant person a non-exclusive licence to use the relevant party data provided by or on behalf of that Party to the extent necessary and solely for the purposes contemplated by the Code (including for the avoidance of doubt, pursuant to paragraph 11), together with the right to sub-license the use of such data as necessary solely for those purposes.

4.6.4 Each Party other than BSCCo and the BSC Clearer shall (without payment) use all reasonable endeavours to ensure that, and warrants to BSCCo (for itself and for the benefit of all other relevant persons), in each case in respect of its relevant party data used or to be used in Settlement, that:

(a) the provision to any relevant person pursuant to the Code of all such relevant party data;

(b) the use and disclosure of all such relevant party data by any relevant person pursuant to, or as and for the purposes contemplated, by the Code;

(d) the operation of paragraph 4.6.5 in relation to any such relevant BSC data derived from relevant party data

will not, as far as it is aware, infringe the IPRs of any person, or be contrary to any obligations of confidence or be in breach of any obligation or duty to any third party and each Party hereby indemnifies BSCCo (for itself and for the benefit of each other relevant person (other than itself)) in respect of any loss, liability, damages, costs (including legal costs), expenses, claims and proceedings which such relevant person may suffer or incur by reason of any breach by that Party of its obligations under this paragraph 4.6.4.

4.6.5 So far as there are any IPRs in any relevant BSC data created, produced or acquired by or on behalf of any relevant person:

(a) all IPRs in the relevant BSC data in Great Britain and in relation to Offshore shall (as between BSCCo and all other relevant persons but without prejudice to the provisions of any BSC Agent Contract as to such ownership) be the property of and vest in BSCCo;

(b) subject to the other provisions of this paragraph 4, to the extent to which such data is (pursuant to provisions of the Code) provided to or available to any relevant person, that relevant person is authorised to use and disclose such data for purposes contemplated by the Code and in connection with its operations under the Code; and

(c) the other relevant person shall do all such things and sign all documents or instruments reasonably necessary in the opinion of BSCCo to enable BSCCo to obtain, perfect and prove its rights in the relevant BSC data.

4.6.6 For the purposes of any warranties, undertakings or assurances given or to be given by a Party pursuant to any provision of the Code (including paragraph 4.6.4), such warranties, undertakings and assurances shall be treated as given subject to any matter which is contained or referred to in the "IPR Litigation Requirements" document referred to in Section A2.2.5and accordingly any such matter shall be deemed to be disclosed against any such warranty, undertaking or assurance.

4.7 Other Intellectual Property Rights

4.7.1 The Intellectual Property Rights in and title to the BSCCo Materials in Great Britain and in relation to Offshore shall, as between BSCCo and all other Parties, be owned by BSCCo (or by a Subsidiary of BSCCo on behalf of BSCCo).

4.7.2 Each Party hereby assigns to BSCCo by way of assignment of all present and future rights all IPRs it may have at any time in the BSCCo Materials in Great Britain and in relation to Offshore (except to the extent those rights are already owned by BSCCo).

4.7.3 By virtue of this paragraph 4.7, all IPRs in the BSCCo Materials in Great Britain and in relation to Offshore will vest in BSCCo on their creation or acquisition.

4.7.4 Each Party shall do all things and sign all documents or instruments reasonably necessary in the opinion of BSCCo to enable BSCCo to obtain, perfect and prove its rights in the BSCCo Materials.

4.7.5 Each Party hereby waives, or shall use all reasonable endeavours to procure that the owner of any moral rights in the BSCCo Materials waives, all such moral rights as may arise in them.

4.7.6 Insofar as BSCCo (or any Subsidiary of BSCCo which owns BSCCo Materials) is permitted subject to the rights of any third party in respect thereof, BSCCo hereby grants (and shall procure that any of its Subsidiaries which own BSCCo Materials shall grant) to each Party a non-exclusive licence to use the BSCCo Materials to the extent necessary and solely for its business in connection with the arrangements established under the Code, together with the right to sub-license the use of such materials as necessary solely for those purposes.

4.8 Data Protection – Controller Obligations

4.8.1 The words and expressions used in this paragraph and not defined elsewhere in the Code shall be interpreted in accordance with any meaning given to them in the Data Protection Legislation.

4.8.2 Where a Party (including BSCCo) acts as a Controller in Processing Relevant BSC Personal Data then it shall be a BSC Controller.

4.8.3 This paragraph 4.8 sets out the obligations of each BSC Controller when acting as a Controller in respect of the Processing of Relevant Personal BSC Data.

4.8.4 Each BSC Controller confirms that it has effected, and undertakes that it shall maintain, all such notices and registrations as it is required to effect and maintain under the Data Protection Legislation to enable it lawfully to perform the obligations imposed on it by the Code, and exercise the rights granted to it by the Code.

4.8.5 In relation to Relevant BSC Personal Data, each BSC Controller undertakes to comply with the Data Protection Legislation, including ensuring, in respect of Relevant BSC Personal Data to be shared or otherwise Processed pursuant to the Code, that the BSC Controller has a lawful basis for such sharing and other Processing.

4.8.6 Without limiting paragraph 4.8.5, the BSC Controller shall:

(a) provide to relevant Data Subjects, the information required by the Data Protection Legislation to be provided by them in respect of the Processing of Relevant BSC Personal Data;

(b) comply with the Data Protection Legislation as regards the exercise of rights by Data Subjects in respect of Relevant BSC Personal Data for which it is the Controller. In particular, each BSC Controller shall designate its own contact point responsible for dealing with data protection queries, requests or complaints raised by relevant Data Subjects; and

(c) be responsible for notifying the Commissioner and Data Subjects (if applicable) in case of a Personal Data Breach relating to Relevant BSC Personal Data in accordance with Data Protection Legislation.4.9 Data Protection – Processor Obligations

4.9.1 The words and expressions used in this paragraph and not defined elsewhere in the Code shall be interpreted in accordance with any meaning given to them in the Data Protection Legislation.

4.9.2 It is acknowledged that (subject to paragraph 4.9A), in performing its Settlement functions under the Code, BSCCo shall be a BSC Processor on behalf of one or more BSC Controllers. Each BSC Controller acknowledges and agrees that:

(a) the nature of the Processing is the collection, storage, validation and aggregation of the Relevant BSC Personal Data together with the use of such data in the determination of amounts payable by way of Trading Charges;

(b) the purpose and the subject matter of the Processing is the performance by BSCCo of its functions, roles and responsibilities set out in the Code (including Settlement);

(c) the duration of the Processing is in relation to Relevant BSC Personal Data used solely in relation to the purpose described in paragraph 4.9.2(b), or for the duration otherwise determined by the Panel;

(d) the categories of Data Subject are domestic electricity consumers and micro business customers (as defined in each Supply Licence);

(e) the types of personal data are the Relevant BSC Personal Data.

4.9.3 Where any other Party acts as a Processor in Processing Relevant BSC Personal Data, then it shall be a BSC Processor on behalf of one or more BSC Controllers. Where this is the case, the purpose of the Processing will be performance of Code obligations, and the subject matter and nature of the Processing, and the type of Personal Data that is being Processed, is described in the relevant BSC Section or Code Subsidiary Document.

4.9.4 Each BSC Processor shall:

(a) only Process the Relevant BSC Personal Data for the purposes permitted by this Code (which represents the documented instructions of the BSC Controllers), and not in a manner that the BSC Processor knows (or should reasonably know) is likely to cause the BSC Controllers to breach their obligations under the Data Protection Legislation (subject to paragraph (b) below);

(b) if the BSC Processor is of the opinion that any requirement of paragraph (a) above breaches the Data Protection Legislation, the BSC Processor shall immediately inform:

(i) the entity (or entities) that the BSC Processor reasonably understands to be the BSC Controller(s); and

(ii) the Panel,

in each case giving details of the breach or potential breach (except to the extent that the Processor is prohibited from doing so by any of its other obligations under law);

(c) ensure that the Processor's personnel who are authorised to Process Relevant BSC Personal Data are under enforceable obligations of confidentiality;

(d) (having regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects) implement appropriate technical and organisational measures to ensure that the Relevant BSC Personal Data is Processed in compliance with the Data Protection Legislation and is protected against accidental or unlawful loss, destruction, damage, alteration or disclosure. Where BSCCo is the BSC Processor, BSCCo shall comply with its security policies, as are in place from time to time, in order to comply with its obligations under this sub-clause;

(e) (taking into account the nature of the Processing and the information available to the Processor) assist the BSC Controllers with their obligations to comply with Data Subject Rights Requests in respect of that Relevant BSC Personal Data (through, insofar as is possible, the use of appropriate technical and organisational measures);

(f) (taking into account the nature of the Processing and the information available to the Processor), provide reasonable assistance to the BSC Controllers in complying with any enquiry made, or investigation or assessment initiated, by the Commissioner in respect of the Processing of that Relevant BSC Personal Data;

(g) notify without undue delay after becoming aware of a personal data breach:

(i) the entity (or entities) that the BSC Processor reasonably understands to be the BSC Controller(s); and

(ii) the Panel,

in the event that the BSC Processor becomes aware of a personal data breach in relation to Relevant BSC Personal Data. Taking into account the nature of the Processing and the information available to the BSC Processor, the BSC Processor shall liaise with the Panel to provide all reasonably necessary assistance to the BSC Controllers in order to enable the BSC Controllers to comply with their obligations under Data Protection Legislation to notify the Commissioner and Data Subjects. The BSC Processor shall only take instructions from, and provide information to, the Panel acting on behalf of all relevant BSC Controllers;

(h) upon request by the Panel (on behalf of BSC Controllers generally), provide all such reasonable and timely assistance as the Panel may require in order to conduct an impact assessment in accordance with Data Protection Legislation;

(i) upon termination or expiry of the Processing in connection with which the BSC Processor Processes the Relevant BSC Personal Data, destroy the Relevant BSC Personal Data that is within its possession or control (including where subcontracted to a third party), save that this requirement shall not apply to the extent that the Processor: (i) is required by a Legal Requirement to retain the Relevant BSC Personal Data in which instance the Processor shall become a BSC Controller of such data; and/or (ii) continues to process the Relevant BSC Personal Data for other lawful purposes (either as a Controller or as a Processor on behalf of other Controllers); and

(j) permit any person appointed or approved by the Panel to audit compliance with this paragraph 4.9 and make available, on request, all information reasonably necessary to demonstrate such compliance.

4.9.5 Each BSC Processor shall ensure that its sub-processors, in respect of the Relevant BSC Personal Data, are subject to written contractual obligations in respect of the Processing of that Relevant BSC Personal Data which are substantially the same as the Processor obligations under the Code.

4.9.6 Each BSC Controller hereby gives each BSC Processor general authorisation to engage sub-processors from time to time as deemed necessary by that BSC Processor to fulfil functions required by the Code. Each BSC Controller hereby confirms that it does not object to the engagement of any sub-processors engaged in accordance with this paragraph at any time. Where a sub-processor is appointed (including changes to appointed sub-processors) in accordance with this paragraph, the BSC Processor shall maintain a list of sub-processors (including details of the processing it performs or will perform) and provide such list of then current sub-processors, from time to time, to the Panel (on behalf of the BSC Controllers collectively) and publish that list on the BSC Website.

4.9.7 Notwithstanding such general consent to appointment of sub-processors under paragraph 4.9.6, the Panel (acting on behalf of the BSC Controllers collectively), may object to the appointment of a sub-processor on reasonable grounds relating to the protection of Relevant BSC Personal Data. In the case of such an objection, the BSC Processor will either not appoint the sub-processor or, if already appointed, terminate the sub-processor's services (either immediately if the sub-processor has caused a breach of any of the BSC Processor obligations under this paragraph 4.9 or otherwise within a reasonable timescale of the Panel’s objection, without resulting in a lack of continuity of BSCCo’s obligations under this Code).

4.9.8 Each BSC Processor shall not transfer or process the Relevant BSC Personal Data outside the United Kingdom and European Economic Area unless the BSC Processor has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Legislation, which may include transferring the Relevant BSC Personal Data to a recipient:

(a) in a country that the Secretary of State has decided provides adequate protection for Personal Data;

(b) that has achieved binding corporate rules authorisation in accordance with Data Protection Legislation; or

(c) with whom it has that has executed relevant standard contractual clauses adopted or approved by the Secretary of State or otherwise permitted by the Data Protection Legislation and in respect of which it has carried out an adequate transfer risk assessment and provided a copy of such assessment to the BSC Controller on request.

4.9A Data Protection – Further Provisions

4.9A.1 It is acknowledged and agreed that BSCCo may need to Process Relevant BSC Personal Data in order to perform its performance assurance obligations, role and functions under the Code. It is further acknowledged and agreed that for such purposes, BSCCo is acting as a BSC Controller in respect of any Relevant BSC Personal Data that it Processes and accordingly paragraph 4.8 applies.

4.9A.2 Other than as required under the Code, BSCCo may only Process Relevant BSC Personal Data (including sharing Relevant BSC Personal Data with a third party controller) where:

(a) that third party is required or permitted to Process Relevant BSC Personal Data pursuant to a Legal Requirement or the terms of a Nominated Agreement or Industry Code;

(b) the basis and terms on which that third party may Process the Relevant BSC Personal Data are specified in, or pursuant to, such Legal Requirement, Nominated Agreement or Industry Code;

(c) BSCCo has entered into data sharing agreements with that third party on terms that, amongst other things, complies with Data Protection Legislation and limits any uses of the Relevant BSC Personal Datato that which is necessary for the purposes of the Code or the purposes of the relevant Legal Requirement, Nominated Agreement or Industry Code.

4.10 Privilege

4.10.1 No Party shall be required to produce documents pursuant to any provision of the Code or Code Subsidiary Documents which such Party could not be compelled to produce in civil proceedings in any court in England or Wales or to supply information which such Party could not be compelled to give in evidence in any such proceedings.

4.10.2 For the avoidance of doubt, nothing in the Code or any Code Subsidiary Document shall require the Panel or BSCCo to disclose documents to any person which BSCCo or any other Party could not be compelled to produce in civil proceedings in any court in England or Wales or to supply information which BSCCo or any other Party could not be compelled to give in evidence in any such proceedings.

5. AUDIT

5.1 BSC Audit

5.1.1 The BSC Auditor shall be appointed in order to undertake, subject to paragraph 5.1.6, an operational audit in relation to each BSC Year (the "Audit Year"), or such other period of time as the Panel may determine, on behalf of Parties (the "BSC Audit") and such other ad hoc operational audits as the Panel may direct from time to time.

5.1.2 The objective of the BSC Audit is to provide assurance (to such level as the Panel considers appropriate) that the provisions of the Code and Code Subsidiary Documents in relation to Settlement and in relation to the calculation of Funding Shares have been complied with in the Audit Year.

5.1.3 The scope of the BSC Audit (save to the extent covered by the scope of the audit to be carried out by the BM Auditor under paragraph 5.1.6) shall include:

(a) the submission and application of standing and periodic data, used in connection with Settlement, by Parties and Party Agents;

(b) the processes applied to such data pursuant to the Code and Code Subsidiary Documents;

(c) the determinations and calculations made by Market Index Data Providers in the provision of Market Index Data (but only to the extent provided in the relevant Market Index Data Provider Contract);

(d) the determinations and calculations made by BSC Agents and BSCCo where it provides the Profile Administration Services for the purposes of Settlement;

(e) the systems, processes and procedures used and applied (by BSC Agents and BSCCo) for the purposes of or in connection with the foregoing,

provided that from the Performance Assurance Effective Date the Panel may determine a different scope for the BSC Audit with respect to Supplier Volume Allocation.

5.1.4 The scope of the BSC Audit shall not include:

(a) the registration of Metering Systems in accordance with the Retail Energy Code;

(b) the application by BSCCo of the compensation provisions under Section M4.

5.1.5 The Panel may also, at any time, request the BSC Auditor to undertake an ad hoc operational audit, test, review or check, which may include a review of all or any of the Code Subsidiary Documents for the purposes of determining whether they are appropriate to give effect to the Code in accordance with the objectives set out in Section B1.2.

5.1.6 The following matters shall be audited by an independent auditor of internationally recognised standing appointed by the NETSO (the "BM Auditor"), rather than by the BSC Auditor, and the provisions of paragraph 5.7 shall apply to the audits to be carried out by the BM Auditor:

(a) the compiling and submission of Final Physical Notification Data by the NETSO pursuant to and in accordance with Section Q;

(b) the compiling and submission of Bid-Offer Data by the NETSO pursuant to and in accordance with Section Q;

(d) the submission of other data by the NETSO pursuant and in accordance with Section Q6.

5.1.7 For the avoidance of doubt, the BSC Auditor and the BM Auditor may be the same person.

5.2 Terms of reference for BSC Auditor

5.2.1 The terms of reference for the BSC Audit to be carried out by the BSC Auditor shall be set by the Panel consistent with the BSC Service Description for Audit.

5.2.2 In establishing and amending the terms of the BSC Service Description for Audit from time to time and in setting the terms of reference from time to time of the BSC Audit to be carried out by the BSC Auditor, the Panel shall have regard to:

(a) the extent to which other aspects of the performance assurance regime provide assurance to Parties as to the matters to which the BSC Audit relates;

(b) the extent to which it is more cost-effective to verify such matters centrally; and

5.2.3 The terms of reference shall include:

(a) thresholds of materiality for the purposes of paragraph 5.4.2;

(b) the form and frequency of audit reports and the qualifications permitted to each investigation; and

5.2.4 The Panel may vary the terms of reference for the BSC Audit to be carried out by the BSC Auditor from year to year and within the Audit Year.

5.2.5 BSCCo shall provide a copy of the prevailing terms of reference for the BSC Audit to be carried out by the BSC Auditor to the Authority, each Party and each relevant BSC Agent.

5.3 Required contract terms

5.3.1 The terms of the relevant BSC Agent Contract shall require the BSC Auditor:

(a) to disclose to the Panel the existence and nature of all assignments of the BSC Auditor with any Party or BSC Agent or Market Index Data Provider or service provider of Profile Administration Services referred to in Section C9.3.1 for the carrying out of financial audits;

(b) to permit the external auditors of each Trading Party and the NETSO to liaise with the BSC Auditor in accordance with normal professional standards, including provision of access to working papers;

(c) to require the BSC Auditor to report forthwith any material concerns with respect to matters forming the subject of a BSC Audit;

(d) as a condition precedent to its appointment, to execute a confidentiality undertaking, in such form as may be reasonably required from time to time by the Panel, in favour of:

(i) each BSC Agent;

(ii) each Market Index Data Provider; and

(iii) BSCCo on behalf of each Party;

(e) with (and only with) the consent of the Panel, to execute a confidentiality undertaking, in such form as may be reasonably required from time to time by the Panel, in favour of such other person as may request the BSC Auditor to do so in connection with the BSC Audit.

5.3.2 BSCCo shall take such steps (pursuant to the terms contained in the relevant BSC Agent Contract pursuant to paragraph 5.3.1(b)) as any Trading Party or the NETSO may reasonably request to ensure that the BSC Auditor co-operates with such Trading Party's and the NETSO's external auditors.

5.3.3 The BSC Auditor may be appointed to act as BSCCo's agent (if applicable) in relation to the Qualification Process (or any part thereof) for the purposes of the Code but shall not otherwise be appointed to carry out any functions of any other BSC Agent or any Market Index Data Provider.

5.3.4 If the BSC Auditor is also appointed to act as BSCCo's agent in relation to the Qualification Process (or any part thereof), the BSC Auditor shall not be required to comply with the provisions of this paragraph 5.3 in the exercise of its functions and duties as that agent.

5.4 Reporting

5.4.1 Unless otherwise established by the Panel, the results of the BSC Audit to be carried out by the BSC Auditor will be reported with the delivery of an opinion (the "BSC Audit Report") at a time set out in the terms of reference for the BSC Auditor.

5.4.2 The BSC Auditor will not be required to report in respect of particular matters with a potential financial impact below such threshold as the Panel shall from time to time determine.

5.4.3 The BSC Audit Report shall be addressed to the Panel for and on behalf of Trading Parties and the NETSO in the Audit Year, and shall include all of the BSC Auditor’s findings and conclusion.

5.4.4 The BSC Auditor shall deliver the BSC Audit Report to the Panel and shall, , upon request from the Panel, send copies of the report to the Performance Assurance Board, each Trading Party, the NETSO and the Authority.

5.4.5 BSCCo shall procure the production by the BSC Auditor of a version of the BSC Audit Report that is suitable for publication (having regard to the provisions of paragraph 4.3.4).

5.4.6 BSCCo shall post on the BSC Website the version of the BSC Audit Report referred to in paragraph 5.4.5 and shall provide a copy thereof to any person upon request, subject to payment of the reasonable costs of providing such copy.

5.5 Access/co-operation

5.5.1 Without prejudice to any specific rights of access provided for elsewhere, each of the Parties shall use its reasonable endeavours to procure for the BSC Auditor access to premises, personnel, data, information and records sufficient to enable the BSC Auditor properly to undertake the BSC Audit to be carried out by the BSC Auditor in accordance with the terms of reference and having regard to its purpose as set out in paragraph 5.1.2.

5.5.2 Without prejudice to any specific rights of access provided for elsewhere, each BSC Agent (other than the BSC Auditor) and any service provider of Profile Administration Services referred to in Section C9.3.1 shall be required to provide to the BSC Auditor access to:

(a) the systems, system specifications and other systems documents used by that BSC Agent or service provider in connection with performing its obligations and functions as BSC Agent or service provider of Profile Administration Services; and

(b) its premises, personnel, data, information and records,

sufficient to enable the BSC Auditor properly to undertake the BSC Audit in accordance with its terms of reference.

5.5.3 Upon written request of the BSC Auditor a Party shall promptly provide the BSC Auditor with a written statement of all disputes under or in connection with the Code which relate to the subject matter of the BSC Audit to be carried out by the BSC Auditor, which are then outstanding and which involve such Party or which the relevant Party believes may arise and are likely to involve such Party, and (subject to any supervening obligations of confidentiality binding on such Party) such statement shall include reasonable details of each such dispute.

5.6 Corrective Action

5.6.1 BSCCo shall instruct the relevant BSC Agent(s), Market Index Data Providers and/or service provider of Profile Administration Services referred to in Section C9.3.1 (as applicable) to carry out, or shall carry out, such corrective action as may be required by the Panel consequent on receipt of the BSC Audit Report.

5.6.2 Each relevant BSC Agent, Market Index Data Provider and service provider of Profile Administration Services referred to in Section C9.3.1 shall promptly take such corrective action as may be required by BSCCo in accordance with paragraph 5.6.1.

5.7 BM Auditor

5.7.1 The audits to be carried out by the BM Auditor pursuant to paragraph 5.1.6 in relation to the matters referred to in that paragraph shall:

(a) form part of the BSC Audit for the purposes of the Code;

(b) be carried out to meet the objective set out in paragraph 5.1.2.

5.7.2 The NETSO shall develop the terms of reference for the BM Auditor in consultation with the Panel such as to satisfy the requirements of this paragraph 5.7, and may revise such terms of reference from time to time in consultation with the Panel.

5.7.3 The NETSO shall provide a copy of the terms of reference of the BM Auditor (as revised from time to time) to BSCCo, and BSCCo shall make a copy thereof available to the Authority and each Party.

5.7.4 The provisions of paragraph 5.4 shall apply mutatis mutandis to the audits to be carried out by the BM Auditor (as if references to the BSC Auditor were references to the BM Auditor and references to the BSC Audit Report were references to the audit report prepared by the BM Auditor).

5.7.5 As soon as reasonably practicable after the provision of any audit report by the BM Auditor pursuant to this paragraph 5.7, the NETSO shall propose to the Panel any corrective action which is necessary as a consequence of the audit report and the NETSO shall take such corrective action as may be agreed with the Panel.

5.7.6 The costs of carrying out any such audit by the BM Auditor shall, subject to the prior approval of such costs by the Panel, be charged to BSCCo and shall be treated as BSC Costs for the purposes of Section D.

6. LIABILITY AND RELATED ISSUES

6.1 Relationship between Parties

6.1.1 Save as otherwise expressly provided in the Code:

(a) the obligations of each Party under the Code are several;

(b) a Party shall not be responsible for the obligations or liabilities of any other Party;

(c) subject to paragraph 3.1.3, the failure of any Party to carry out all or any of its obligations under the Code shall not relieve any other Party of all or any of its obligations under the Code.

6.1.2 In respect of those obligations of a Party under the Code which are several, such Party shall indemnify and keep indemnified each other Party from and against all losses, costs (including legal costs), claims and expenses which such other Party may suffer or incur as a result of being held liable by operation of law for the performance or non-performance of all or any of the obligations of that Party.

6.1.3 In any case where the Code provides for Trading Parties jointly and severally:

(a) to give any indemnity to any person, or

(b) to incur or assume or accept any other liability

then (unless the Code otherwise provides) the Trading Parties shall, as between themselves, be liable under such indemnity or for such other liability severally in their Annual Funding Shares applying in relation to the month in which the request for indemnification was made and shall be entitled to rights of contribution among themselves accordingly.

6.1.4 The rights and obligations of Parties under the Code (as between themselves) are subject to the further provisions of Section E and this Section H.

6.2 Limitation of liability

6.2.1 For the purposes of this paragraph 6.2, references to a Party includes any of its officers, employees or agents.

6.2.2 Subject to the succeeding provisions of this paragraph 6.2, each Party agrees and acknowledges that:

(a) no Party shall be liable to any other Party for loss arising from any breach of the Code other than for loss directly resulting from such breach and which at the Code Effective Date was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach in respect of:

(i) physical damage to the property of any other Party, and/or

(ii) the liability (in law) of any other such Party to any other person for loss in respect of physical damage to the property of such person;

(b) no Party shall in any circumstances be liable in respect of any breach of the Code to any other Party for:

(i) any loss of profit, loss of revenue, loss of use, loss of contract, loss of goodwill, or increased cost of working; or

(ii) any indirect or consequential loss; or

(iii) except as provided in paragraphs 6.2.2(a)(ii) and 6.2.4, loss resulting from the liability of any other Party to any other person howsoever and whensoever arising.

6.2.3 Paragraph 6.2.2 is without prejudice to any provision of the Code which provides for an indemnity, or which provides for any Party to make a payment to another.

6.2.4 Nothing in the Code shall exclude or limit the liability of any Party for death or personal injury resulting from the negligence of such Party.

6.3 Exclusion of certain rights and remedies

6.3.1 Subject to paragraph 6.3.7, the rights and remedies of the Parties provided under the Code are exclusive and not cumulative and exclude and are in place of all substantive rights or remedies express or implied and provided by common law or statute in respect of the subject matter of the Code, including any rights which any Party may possess in tort (which shall include actions brought in negligence and/or nuisance) or for breach of trust.

6.3.2 Subject to paragraph 6.3.7 and 6.3.5, each of the Parties hereby waives to the fullest extent possible all such rights and remedies provided by common law or statute, and releases a Party which is liable to another (or others), its officers, employees and agents to the same extent from all duties, liabilities, responsibilities or obligations provided by common law or statute in respect of the matters dealt with in the Code and undertakes not to enforce any of the same except as expressly provided herein.

6.3.3 The provisions of paragraphs 6.3.1 and 6.3.2 are without prejudice to a Party's right to any equitable remedies and/or interim relief which may be available to the Party.

6.3.4 For the avoidance of doubt, nothing in this paragraph 6.3 shall apply to:

(a) any rights and remedies which one Party may have against another pursuant to any bilateral agreement entered into in connection with or in consequence of the arrangements established by the Code; and

(b) the rights and remedies which a Party may have against another Party pursuant to the Implementation Scheme or any other agreement entered into pursuant to the Code, provided that a Party shall not be entitled to recover damages or an account more than once in respect of the same matter.

6.3.5 Without prejudice to paragraph 6.3.1, where any provision of the Code provides for any amount to be payable by a Party upon or in respect of that Party's breach of any provision of the Code, each Party agrees and acknowledges that the remedy conferred by such provision is exclusive of and is in substitution for any remedy in damages or an account in respect of such breach or the event or circumstance giving rise thereto.

6.3.6 For the avoidance of doubt, nothing in this paragraph 6.3 shall prevent any Party from or restrict it in enforcing any obligation (including suing for a debt) owed to it under or pursuant to the Code but without prejudice to the provisions of Section C and Section N in relation to the enforcement of rights under the Code.

6.3.7 Nothing in this paragraph 6.3 shall constitute a waiver by any Party of any right or remedy it may have (other than pursuant to the Code) in respect of a breach by any other Party of any Legal Requirement.

6.4 General provisions

6.4.1 Each Party acknowledges and agrees that each of the other Parties holds the benefit of the provisions of this paragraph 6 for itself and as trustee and agent for its officers, employees and agents.

6.4.2 Each provision of this paragraph 6 shall be construed as a separate and severable contract term, and shall remain in full force and effect and shall continue to bind the Parties even if a Party ceases to be a Party to the Code or the Code is terminated.

6.4.3 Each Party acknowledges and agrees that the provisions of this paragraph 6 have been the subject of discussion and are fair and reasonable having regard to the circumstances as at the Code Effective Date.

6.4.4 Where any provision of the Code provides for any amount to be payable by a Party upon or in respect of that Party's breach of any provision of the Code, each Party agrees and acknowledges that such provision has been the subject of discussion, and that the amount provided to be payable represents no more than a genuine pre-estimate of the loss of the Party to which such amount is payable.

6.4.5 References in this paragraph 6 to the Code include the Framework Agreement and Code Subsidiary Documents.

7. DISPUTE RESOLUTION

7.1 Arbitration

7.1.1 Save where expressly stated in the Code to the contrary and subject to any contrary provision of the Act, any Licence, any EMR Legal Requirement or the rights, powers, duties and obligations of the Authority or the Secretary of State under the Act, any Licence or otherwise howsoever, any dispute or difference of whatever nature howsoever arising under, out of or in connection with the Code between any one or more Parties shall be and is hereby referred to arbitration pursuant to the arbitration rules of The London Court of International Arbitration in force from time to time.

7.1.2 For the avoidance of doubt, the provisions of paragraph 7.1.1 shall not apply in respect of any dispute by any Party with the Panel, any Panel Committee or any Workgroup.

7.1.3 Whatever the nationality, residence or domicile of any Party and wherever the dispute or difference or any part thereof arose the law of England shall be the proper law of any reference to arbitration hereunder and in particular (but not so as to derogate from the generality of the foregoing) the seat of any such arbitration shall be London, the arbitration proceedings be conducted in the English language and the provisions of the Arbitration Act 1996 shall apply to any such arbitration wherever the same or any part of it shall be conducted.

7.1.4 Where a dispute is referred to arbitration pursuant to paragraph 7.1.1, the Panel may, following consultation with Parties, instruct BSCCo to join in such arbitration proceedings for the purposes of representing, in accordance with terms of reference set by the Panel, the interests of any Party not party to the arbitration proceedings, or the interests of all or any class of Parties collectively.

7.1.5 Each Party shall give notice to BSCCo promptly upon referring any dispute or difference to arbitration pursuant to paragraph 7.1.1.

7.1.6 Subject to any serious irregularity (as defined in section 68(2) of the Arbitration Act 1996) or where a Party successfully appeals the arbitral award on a point of law in accordance with section 69 of the Arbitration Act 1996, the decision of the arbitrator pursuant to a reference under paragraph 7.1.1 shall be final and binding on each of the Parties and the Parties shall comply with such decision provided that (for the avoidance of doubt) the arbitrator shall not have the power to modify the Code.

7.1.7 Subject to any contrary award by the arbitrator, each Party to the arbitration shall bear its own costs in relation to the arbitration and an equal share of the fees and expenses of the arbitrator.

7.1.8 The provisions of this paragraph 7.1 are subject to the provisions of Section W.

7.1.9 References in this paragraph 7.1 to the Code include the Framework Agreement and Code Subsidiary Documents.

7.2 Third Party Claims

7.2.1 Subject always to paragraph 7.2.4, if:

(a) any designated customer (as defined in the Supply Licence) brings any legal proceedings in any court (as referred to in the Civil Procedure Act 1997) against one or more persons, any of which is a Party (the "Defendant Contracting Party"); and

(b) the Defendant Contracting Party wishes to make a Third Party Claim against any other Party (a "Contracting Party") which would, but for this paragraph 7.2, have been a dispute or difference referred to arbitration by virtue of paragraph 7.1

then, notwithstanding the provisions of paragraph 7.1 which shall not apply and in lieu of arbitration, the court in which the legal proceedings have been commenced shall hear and completely determine and adjudicate upon the legal proceedings and the Third Party Claim not only between the designated customer and the Defendant Contracting Party but also between either or both of them and any other Contracting Party whether by way of third party proceedings (pursuant to the Civil Procedure Rules 1998) or otherwise as may be ordered by the court.

7.2.2 Where a Defendant Contracting Party makes a Third Party Claim against any Contracting Party and such Contracting Party wishes to make a Third Party Claim against a further Contracting Party, the provisions of paragraph 7.2.1 shall apply mutatis mutandis as if such Contracting Party had been the Defendant Contracting Party and similarly in relation to any such further Contracting Party.

7.2.3 For the purposes of this paragraph 7.2, "Third Party Claim" shall mean a counterclaim by a defendant or any claim for contribution, indemnity or some other remedy.

7.2.4 The provisions of this paragraph 7.2 shall apply only if at the time the legal proceedings are commenced no arbitration has been commenced between the Defendant Contracting Party and another Contracting Party raising or involving the same or substantially the same issues as would be raised by or involved in the Third Party Claim and the tribunal in any arbitration which has been commenced prior to the commencement of legal proceedings shall determine the question, in the event of dispute, whether the issues raised or involved are the same or substantially the same.

8. REFERENCES TO THE AUTHORITY

8.1 General provisions

8.1.1 Where the Code expressly provides that a matter or question may be referred to the Authority for determination (as provided in Condition E1of the ESO Licence), the provisions of this paragraph 8 shall apply in the event of any such reference (unless and to the extent otherwise expressly stated).

8.1.2 The NETSO hereby appoints each of the Panel and BSCCo to refer to the Authority on behalf of the NETSO any question or other matter arising under any provision of the Code which pursuant to any such provision may be or is to be so referred.

8.1.3 The Authority may decline to determine the matter for whatever reason, in which case (unless otherwise provided in the Code) the decision of the Panel, Panel Committee or BSCCo (as the case may be) shall take effect, but without prejudice to the rights of any Party to bring a claim in respect of the decision of the Panel, Panel Committee or BSCCo (as the case may be) to the extent permitted in law.

8.1.4 If the Authority agrees to determine the matter:

(a) the Authority may do so in such manner and using such procedures as it considers fit;

(b) the Authority may undertake such investigations and require such information and documentation from Parties, Party Applicants, Party Agents, BSC Agents and Qualified Persons as it considers fit for the purposes of determining the matter provided a Party shall not be compelled to produce any document or provide any information which it could not be compelled to produce or provide in evidence in any civil proceedings in any court in England or Wales;

(c) the decision of the Authority shall be final and binding on the Parties, Party Applicants, Party Agents, BSC Agents and Qualified Persons.

8.1.5 The Panel, each Party and each BSC Agent shall co-operate with the Authority and provide or procure the provision of such information and documentation as the Authority may require (subject to the proviso in paragraph 8.1.4(b)) for the purposes of determining the matter.

8.1.6 Pending:

(a) any decision of the Authority to accept or decline a reference to it pursuant to the Code; or

(b) any determination of the matter,

the decision forming the subject of such reference shall be implemented unless and to the extent that the Authority instructs otherwise and provided that, if the Authority's determination of such matter is different from such decision, the effect of the decision can be reversed without undue difficulty or additional material expense and/or without significant expense incurred in implementing the decision being wasted.

8.1.7 BSCCo shall notify each Party as soon as reasonably practicable of:

(a) the referral of any matter to the Authority under the Code;

(b) any decision of the Authority to decline jurisdiction as envisaged by paragraph 8.1.3;

(d) any determination of the Authority in relation to the matter or matters referred to it.

9. GENERAL

9.1 Assignment

9.1.1 Unless permitted to do so pursuant to Section A2.7 or Section A5.1.6, a Party shall not assign and/or transfer and shall not purport to assign or transfer any of its rights or obligations under the Code or the Framework Agreement, provided that a Party may assign, subject to Section N2.4 to 2.7 (inclusive), by way of security only all or any of its rights over receivables arising under the Code.

9.2 Notices

9.2.1 Save as otherwise expressly provided in the Code or relevant BSC Procedure(s), any notice or other communication to be given by one Party to another under or in connection with the matters contemplated by the Code or the Framework Agreement shall be addressed to the recipient and sent to the postal address, facsimile number or e-mail address(es) of such other Party:

(a) in the case of a Party other than BSCCo, previously notified in accordance with its Party Details; or

(b) in the case of BSCCo, provided on the BSC Website, unless otherwise expressly provided in the relevant BSC Procedure(s).

9.2.2 Such notice or other communication, shall be in writing and shall be given by letter delivered by hand or sent by first class prepaid post (airmail if overseas) or facsimile or by e-mail, and shall be deemed to have been received:

(a) in the case of delivery by hand, when delivered; or

(b) in the case of first class prepaid post, on the second day following the day of posting or (if sent airmail overseas or from overseas) on the fifth day following the day of posting; or

(c) in the case of facsimile, on acknowledgement of the addressee’s facsimile receiving equipment (where such acknowledgement occurs before 1700 hours on the day of acknowledgement) and in any other case on the day following the day of acknowledgement; or

(d) subject to paragraph 9.2.4, in the case of e-mail one hour after being sent, in the absence of any undeliverable return receipt received by the sender during that period.

9.2.3 The provisions of this paragraph 9.2:

(a) extend to any notice or other communication to be given by or to the Panel, any Panel Committee, any Workgroup or any secretary to the Panel, any Panel Committee or a Workgroup; and

(b) apply, mutatis mutandis, to any notice or communication to be given under any Code Subsidiary Document; and

9.2.4 Other than in relation to a notice or communication sent by e-mail in respect of an Urgent Modification Proposal, if the time at which a notice or communication sent by e-mail is deemed to have been received falls after 1700 hours on a day, the notice or communication shall be deemed to have been received at 0900 hours on the following day.

9.2.5 Other forms of communication for the election of Industry Panel Members in accordance with Section B Annex B-2 may be permissible as determined by the Panel from time to time.

9.2.6 Each Party acknowledges and agrees that the recipient of any notice or communication sent by e-mail in accordance with this paragraph 9.2 shall (on deemed receipt) be entitled to rely on the contents of such notice or communication, including for the avoidance of doubt, the identity of the sender.

9.3 Waiver

9.3.1 No delay by or omission of any Party, or the Panel or any Panel Committee in exercising any right, power, privilege or remedy under the Code, the Framework Agreement or any Code Subsidiary Document shall operate to impair such right, power, privilege or remedy or be construed as a waiver thereof.

9.3.2 Any single or partial exercise of any such right, privilege or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power, privilege or remedy.

9.3.3 For the avoidance of doubt, the Parties acknowledge and agree that nothing in the Code or any Code Subsidiary Document shall exclude or restrict or otherwise prejudice or affect any of the rights, powers, privileges, remedies, duties and obligations of the Secretary of State or the Authority under the Act or any Licence or otherwise under applicable law.

9.4 Rights of Third Parties

9.4.1 Subject to paragraphs 6.4.1 and 9.4.4, the Parties do not intend that any third party shall have any rights, benefits, entitlements or privileges under the Code, the Framework Agreement and the Code Subsidiary Documents, and nothing in the Code, the Framework Agreement or any Code Subsidiary Document shall be construed as conferring or purporting to confer any such right, benefit, entitlement or privilege on any such person.

9.4.2 The Parties do not intend that any term of the Code, the Framework Agreement or any Code Subsidiary Document shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party.

9.4.3 Save for the Authority and the Panel as provided in Section F and, in respect of the Secretary of State, to the extent provided in Section C, no third party consent shall be required to rescind, vary or modify the Code or any Code Subsidiary Document (but without prejudice to the rights of BSC Agents under their respective BSC Agent Contracts in respect of any change to such BSC Agent Contract).

9.4.4 Any person who is not a Party but who is permitted to propose a Modification Proposal pursuant to Section F shall have the rights, benefits, entitlements and privileges of a Proposer under Section F from the date when that Modification Proposal is accepted until the earlier of that Modification Proposal being nullified, withdrawn, rejected or approved and the provisions of paragraph 9.4.2 shall be interpreted accordingly.

9.5 Language

9.5.1 Every notice or other communication to be given by one Party to another under the Code or any Code Subsidiary Document shall be in the English language.

9.6 Severance of Terms

9.6.1 If any provision of the Code or any Code Subsidiary Document is or becomes invalid, unenforceable or illegal, or is declared to be invalid, unenforceable or illegal by any court of competent jurisdiction or by order of any other Competent Authority, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of the Code and the Code Subsidiary Documents which shall continue in full force and effect notwithstanding the same.

9.7 Entire Agreement

9.7.1 The Code, the Framework Agreement and the Code Subsidiary Documents (as respects the Parties thereto) contain or expressly refer to the entire agreement between the Parties with respect to the subject matter thereof, and supersede all previous agreements or understandings between the Parties with respect thereto; and any warranty, condition or other term implied at law or by custom is (to the fullest extent permitted by law) expressly excluded therefrom.

9.7.2 Each Party acknowledges that in entering into or acceding to the Framework Agreement it does not rely on any representation, warranty or other understanding not expressly contained in the Code.

9.7.3 Without prejudice to paragraph 2.2, nothing contained in a document (other than a Code Subsidiary Document) referred to in the Code, beyond what is expressly contemplated by the Code as being contained in such document or is necessary for the purposes of giving effect to a provision of the Code, shall modify or have any effect for the purposes of the Code or be construed as relevant to the interpretation of the Code.

9.8 Euro

9.8.1 Unless otherwise prohibited by law, if more than one currency unit are at the same time recognised by the Bank of England as the lawful currency of the United Kingdom, then:

(a) any reference in the Code or Code Subsidiary Documents to, and obligations arising thereunder in, the currency of the United Kingdom shall be translated into, or paid in, the currency or currency unit of the United Kingdom designated by the Panel following consultation with the Parties;

(b) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the Bank of England for the conversion of that currency or currency unit into the other, and rounded up or down in accordance with rounding rules recognised by the Bank of England;

(c) to the extent that, following any designation by the Panel pursuant to paragraph (a), the provisions of the Code or Code Subsidiary Documents are incompatible with any generally accepted conventions and market practices in the London interbank market, BSCCo may recommend to the Panel such modifications to the Code and/or Code Subsidiary Documents as it sees fit to accommodate the change in currency.

9.9 Jurisdiction

9.9.1 Subject and without prejudice to paragraph 7, under the Code, all the Parties irrevocably agree that only the courts of England and Wales and the courts of Scotland are to have jurisdiction to settle any disputes which may arise out of or in connection with the Code or any Code Subsidiary Document and that accordingly any suit, action or proceeding (collectively proceedings) arising out of or in connection with the Code or any Code Subsidiary Document may be brought (and may only be brought) in such courts.

9.9.2 Each Party irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any proceedings in any such court as is referred to in paragraph 9.9.1 and any claim that any such proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any proceedings brought in the English or Welsh courts, or the Scottish courts, shall be conclusive and binding upon such Party and may be enforced in the courts of any other jurisdiction.

9.9.3 Any Party which is not a company incorporated under the Companies Act 2006 shall immediately on becoming a Party (or upon ceasing to be a company so incorporated) provide to BSCCo an address in Great Britain for service of process on its behalf in any proceedings provided that if any such Party fails at any time to provide such address, such Party shall be deemed to have appointed BSCCo as its agent to accept service of process on its behalf until and unless such Party provides BSCCo with an alternative address in Great Britain for these purposes.

9.9.4 For the avoidance of doubt nothing contained in the foregoing provision of this paragraph 9.9 shall be taken as permitting a Party to commence proceedings in the courts where the Code otherwise provides for the proceedings to be referred to arbitration or otherwise determined.

9.10 Governing law

9.10.1 The Code and each Code Subsidiary Document shall be governed by, and construed in all respects in accordance with, the laws of England and Wales.

9.11 Directions related to national security

9.11.1 The Parties acknowledge that:

(a) the Secretary of State may issue a direction to the NETSO as referred to in condition B4 of the ESO Licence where, in the opinion of the Secretary of State, there is a risk relating to national security that may detrimentally impact the resilience, safety or security of the energy system, or the continuity of essential services, and it is in the interest of national security that a direction should be issued to the NETSO ("national security direction");

(b) the NETSO must comply with any such national security direction and is not required to comply with any other obligation in the ESO Licence, where and to the extent that compliance with that obligation would be inconsistent with the requirement to comply with such national security direction, for the period set out in that direction. This includes the requirement set out in condition E3 of the ESO Licence to comply with the Code;

(c) the NETSO is required under condition B4 of its ESO Licence to inform the Secretary of State of any conflict with the obligations as identified in 9.11.1(b) as soon as reasonably practicable after the conflict is identified. The NETSO will include in such a notice, details of any identified impact or non-compliance that will be caused or will be likely to be caused to Parties, and in such a case will also seek clarification of whether this can be shared with the affected Party.

9.11.2 Where reasonably practicable and subject to the agreement of the Secretary of State to share any such specific details, the NETSO will inform affected Parties as identified in 9.11.1(c) of what actions the NETSO will or has taken, or not taken, to comply with a national security direction or amended national security direction (including when such a direction is revoked) and what identified impact or non-compliance this will or is likely to cause to each affected Party.

9.11.3 The NETSO’s obligations under the Code shall be suspended without liability where and to the extent that compliance with any such obligation would be inconsistent with the requirement upon the NETSO to comply with a national security direction.

9.11.4 A Party (other than the NETSO)’s obligations under the Code shall be suspended without liability where and to the extent that the Party (other than the NETSO) is unable to comply with any such obligation as a result of any action taken, or not taken, by the NETSO to comply with a national security direction.

9.11.5 The Secretary of State may at any time amend or revoke any national security direction.

9.12 Advisory and information requests

9.12.1 For the purposes of the Code:

(a) "Information Request Statement" means a statement prepared and published by the NETSO, in accordance with section 172 of the Energy Act 2023 and condition D2.5 of the ESO Licence and GSP Licence, setting out the process that the NETSO will follow when requesting information from relevant Parties by the issue of an Information Request Notice;

(b) "Information Request Notice" means a notice that will be issued by the NETSO to a relevant Party setting out the NETSO’s reasonable requirements for relevant information in accordance with section 172 of the Energy Act 2023. This will be prepared in accordance with the NETSO’s published Information Request Statement;

9.12.2 Parties acknowledge that the NETSO is required to provide advice, analysis or information to the Authority or to a Minister of the Crown when requested in accordance with section 171 of the Energy Act 2023 and condition D1 of the ESO Licence and GSP Licence.

9.12.3 The NETSO may by notice request from Parties such information as it reasonably requires in connection with the exercise of any of its functions, in accordance with section 172 of the Energy Act 2023. It will do so by the issue of an Information Request Notice. The purposes of this may include to assist in the fulfilment of a request for advice, analysis or information as set out in paragraph 9.12.2.

9.12.4 Parties acknowledge that:

(a) the NETSO is required by condition D2 of the ESO Licence to prepare, submit for approval by the Authority, and publish on its website once approved an Information Request Statement that sets out further detail on the process the NETSO expects to follow when requesting information from Parties;

(b) the Information Request Statement must include, but need not be limited to, the following matters as set out in condition D2.5 of the ESO Licence:

(i) the process the NETSO expects to follow when issuing an Information Request Notice, including any further detail around the expected engagement between the NETSO and a recipient of an Information Request Notice; and

(ii) the details to be included in an Information Request Notice issued by the NETSO.

9.12.5 A Party to whom a request is made under paragraph 9.12.3 must, so far as reasonably practicable, provide the requested information within such reasonable period, and in such reasonable form and manner, as may be specified in the Information Request Notice.

9.12.6 The NETSO must, unless the Authority otherwise consents, maintain for a period of 6 years and provide to the Authority where required a record of information requests as detailed in condition D2.12 of the ESO Licence including:

(a) a copy of the Information Request Notice;

(b) any subsequent variations to the original information requested;

(d) the time taken for the recipient to provide the requested information;

(e) the manner and form the information was provided in; and

(f) the information provided in response to the notice, and whether such information complied, in the NETSO’s view, with the Information Request Notice.

10. BSC SANDBOX

10.1 BSC Derogations

10.1.1 Subject to the provisions of paragraph 10.4.3, the Authority may, in accordance with this paragraph 10, grant any person, other than a BSC Company, a derogation from one or more provisions of the Code in which case paragraph 10.4 shall apply (a "BSC Derogation").

10.2 Applications for a BSC Derogation

10.2.1 Any person other than a BSC Company may make a written request for a BSC Derogation to the Authority pursuant to the Authority’s regulatory sandbox procedures as set by the Authority from time to time and the Authority shall determine whether to pass such request to BSCCo for consideration (a "BSC Sandbox Application").

10.2.2 Notwithstanding any other provision of this paragraph 10, the Panel may determine, in its absolute discretion, the priority and the timetable for any steps proposed to be undertaken by the Panel or BSCCo in relation to a BSC Sandbox Application.

10.2.3 Without prejudice to the generality of the foregoing, BSCCo shall not be required to conduct an evaluation of a proposed BSC Derogation or submit a draft Sandbox Report to the Panel until a Sandbox Applicant has:

(a) provided all of the information that BSCCo reasonably requires in order to conduct such evaluation and prepare such report; and

(b) paid to BSCCo a fee which represents the reasonable costs to BSCCo of processing the BSC Sandbox Application, such fee to be approved by the Panel from time to time.

10.2.4 Following receipt of a BSC Sandbox Application, but subject to paragraph 10.2.3, BSCCo shall:

(a) evaluate the risks and impacts of the proposed BSC Derogation in accordance with the BSC Sandbox Procedure;

(b) conduct consultation(s) with:

(i) Parties; and

(ii) such interested third parties as it considers necessary;

(d) prepare a draft report for the Panel which shall include:

(i) a summary of the representations received during the consultation(s) conducted pursuant to paragraph 10.2.4(b);

(ii) assessment of whether a proposed BSC Derogation meets the BSC Sandbox Eligibility Criteria;

(iii) analysis identifying the provisions of the Code (and for the purposes of this paragraph 10 a reference to the Code shall be deemed to include a reference to each Code Subsidiary Document) from which a BSC Derogation may be required;

(iv) the Trial Period proposed by the Sandbox Applicant, which shall be the shortest period the Sandbox Applicant considers necessary to test the Sandbox Applicant’s proposal;

(v) the Trial Period that BSCCo considers is the shortest period necessary to test the Sandbox Applicant’s proposal;

(vi) the Transition Plan proposed by the Sandbox Applicant, including the Transition Period proposed by the Sandbox Applicant, which shall be the shortest period the Sandbox Applicant considers necessary to allow the Sandbox Applicant to exit from the proposed BSC Derogation;

(vii) the Transition Period that BSCCo considers is the shortest period necessary to allow the Sandbox Applicant to exit from the proposed BSC Derogation;

(viii) BSCCo’s evaluation of the risks and impacts of the proposed BSC Derogation, pursuant to paragraph (a);

(ix) the fees which BSCCo considers represent the reasonable costs to BSCCo of monitoring and administering such BSC Derogation;

(x) the reports that BSCCo considers should be provided to BSCCo by the Sandbox Applicant; and

(xi) such other matters as shall be required by the BSC Sandbox Procedure,

(the "Sandbox Report").

10.2.5 The Panel shall consider the draft Sandbox Report and, having taken due account of any representation contained in the summary referred to in paragraph 10.2.4(d)(i), shall determine:

(a) whether to recommend to the Authority:

(i) that the BSC Sandbox Application should be granted or rejected;

(ii) what, if any, conditions should be set on such proposed BSC Derogation; and

(iii) that the Trial Period and the Transition Plan should be approved; or

(b) whether to require amendments to:

(i) the draft Sandbox Report; and/or

(ii) the proposed Trial Period and/or Transition Plan,

in which case the Panel shall determine the timetable for making such amendments and specify its further requirements, BSCCo shall amend and resubmit the draft Sandbox Report and the Panel shall reconsider the draft Sandbox Report in accordance with paragraphs 10.2.4 and 10.2.5(a).

10.2.6 When considering whether to recommend to the Authority that a BSC Derogation be granted pursuant to paragraph 10.2.5, the Panel shall determine whether such proposed BSC Derogation would:

(a) better facilitate the achievement of the Applicable BSC Objectives (provided that the powers, function and duties of the Panel in respect of the Modification Procedures shall not be fettered or restricted notwithstanding a determination of the Panel in respect of the BSC Sandbox Eligibility Criteria); and

(b) meet the eligibility criteria set out in the BSC Sandbox Procedure,

collectively the ("BSC Sandbox Eligibility Criteria").

10.2.7 Within seven Business Days after the Panel meeting at which the draft Sandbox Report has been approved, BSCCo shall finalise the draft Sandbox Report and shall forthwith:

(a) submit such Sandbox Report to the Authority; and

(b) copy such report to:

(i) each Party and interested third party;

(ii) each Panel Member; and

(iii) the Sandbox Applicant.

10.2.8 If, at any time prior to the Derogation Period Commencement Date, the Panel is notified by the Authority that the Sandbox Applicant intends to withdraw its BSC Sandbox Application, the application shall lapse, and, in respect of the BSC Sandbox Application:

(a) no BSC Derogation shall commence; and

(b) no fee paid by the Sandbox Applicant shall be refunded to the Sandbox Applicant for any reason.

10.2.9 The Panel shall establish, and may revise from time to time, a document containing the processes that the BSC Panel, BSCCo and Sandbox Applicants shall follow with respect to BSC Sandbox Applications and the monitoring of BSC Derogations (the "BSC Sandbox Procedure"). BSCCo shall ensure that a copy of the BSC Sandbox Procedure (as revised from time to time) is published on the BSC Website.

10.3 Sandbox Send Back Process

10.3.1 Where the Authority considers that it is unable to form an opinion in relation to a Sandbox Report submitted to it pursuant to paragraph 10.2.7, it may issue a direction to the Panel:

(a) specifying any additional steps that it requires in order to form such an opinion including amending the proposed conditions on the proposed BSC Derogation, revising the proposed Trial Period or Transition Plan, or providing additional analysis and/or information; and

(b) requiring such Sandbox Report to be revised and re-submitted to the Authority,

and the Authority may include in such direction its reasons for why it has been unable to form an opinion (a "Sandbox Send Back Direction").

10.3.2 The Panel shall re-submit the revised Sandbox Report as soon after the Authority’s direction pursuant to paragraph 10.3.1 as is appropriate, taking into account the complexity, importance and urgency of the proposed BSC Derogation.

10.3.3 Subject to paragraph 10.3.4, in relation to each Sandbox Send Back Direction BSCCo shall prepare a draft Sandbox Send Back Process for approval by the Panel which:

(a) shall include a procedure and timetable for the reconsideration by the Panel of its recommendation and the re-submission of the revised Sandbox Report to the Authority; and

(b) may include such further matters as the Panel considers necessary to address the Sandbox Send Back Direction including:

(i) further consultation with Parties and interested third parties;

(ii) revised or additional analysis and/or information;

(iii) amending the proposed conditions on the proposed BSC Derogation;

(iv) revising the proposed Trial Period or Transition Plan; and

(v) any other steps required by the Panel to address the Sandbox Send Back Direction.

10.3.4 Where the requirements specified in the Sandbox Send Back Direction are of a minor nature such that it would be more appropriate for BSCCo to address the matters contained therein without preparing a draft Sandbox Send Back Process then:

(a) BSCCo may take such steps as are necessary to address the requirements of that Sandbox Send Back Direction; and

(b) the provisions of paragraphs 10.3.6(b), 10.3.6(c), 10.3.7 and 10.3.8 shall apply thereto provided that if the Panel does not approve the revised draft Sandbox Report then it may require BSCCo to prepare a draft Sandbox Send Back Process in accordance with paragraph 10.3.3.

10.3.5 The Panel shall consider the draft Sandbox Send Back Process and, having considered any comments made or received by the representative of the Authority, shall determine whether to approve the draft Sandbox Send Back Process or to instruct BSCCo to make such changes to the draft Sandbox Send Back Process as may be specified by the Panel.

10.3.6 Following approval by the Panel of the Sandbox Send Back Process:

(a) BSCCo shall perform the additional steps set out in the Sandbox Send Back Process;

(b) BSCCo shall:

(i) notify the Sandbox Applicant that the Authority has issued a Send Back Direction;

(ii) revise the Sandbox Report;

(iii) re-submit that Sandbox Report to the Panel; and

(iv) take any further steps in relation to the Sandbox Report as are set out in this paragraph 10.3 and the Sandbox Send Back Process; and

(c) the Panel shall consider the revised Sandbox Report in accordance with paragraph 10.3.7, in each case in accordance with the procedure(s) and timetable set out in the Sandbox Send Back Process.

10.3.7 The Panel shall consider the revised Sandbox Report and determine:

(a) whether to revise the recommendation it made to the Authority pursuant to paragraph 10.2.5;

(b) whether to approve the revised Sandbox Report or to instruct BSCCo make such further changes to the revised report as may be specified by the Panel;

(d) (if applicable) whether to approve any revised proposed Trial Period or Transition Plan.

10.3.8 After the Panel has considered the revised Sandbox Report, BSCCo shall:

(a) finalise the revised Sandbox Report which shall, for the purposes of the Code, be deemed to be the Sandbox Report as from the date of the Panel’s determination pursuant to paragraph 10.3.7; and

(b) submit such Sandbox Report to the Authority; and

(i) each Party and interested third party;

(ii) each Panel Member; and

(iii) the Sandbox Applicant.

10.4 Impact of BSC Derogation

10.4.1 Subject to paragraph 10.2.8, any BSC Sandbox Application (including the associated Trial Period and Transition Plan) that has been approved by the Authority shall be a BSC Derogation and, subject to paragraph 10.7.7, such BSC Derogation shall remain in force for the relevant Trial Period together with any relevant Transition Period relating to such Derogation (the "Derogation Period").

10.4.2 Subject to paragraph 10.4.3, for the duration of the Derogation Period:

(a) each Derogation Party shall be relieved of their obligation to comply with the Code to the extent permitted by a BSC Derogation; and

(b) no act or omission by a Derogation Party that would be a breach or Default of the Code shall be deemed to be a breach or Default to the extent only that such act or omission is permitted by a BSC Derogation.

10.4.3 In respect of each BSC Derogation:

(a) a Derogation Party shall be required to comply with all provisions of the Code that are relevant to such Party and which are outside the scope of such BSC Derogation;

(b) a Derogation Party shall be required to comply with any conditions included in such BSC Derogation;

(d) such BSC Derogation shall have no effect to the extent that it purports to derogate from:

(i) any Licence conditions;

(ii) any other Industry Code (but without prejudice to any other regulatory sandbox arrangements);

(iii) any Legal Requirement (including, for the avoidance of doubt, any Relevant European Legal Requirement);

(iv) any provision of the Code identified in Section F1.1.9; or

(v) any provision of this paragraph 10,

and each Derogation Party acknowledges and agrees that it shall be responsible for its compliance with any such Code provision, Licence condition, Industry Code or Legal Requirement (for the purposes of this paragraph 10.4.3 a "relevant legal requirement");

(e) each Party:

(i) (to the fullest extent permitted by law but excluding any claim for death or personal injury as a result of negligence or any claim for fraud) hereby waives any claims, demands and proceedings against BSCCo in respect of all costs (including legal costs), fines, expenses, damages and other liabilities incurred by such Party (for the purposes of this paragraph 10.4.3 a "claim") in connection with any claim related to a Derogation Party’s acts or omissions under a relevant legal requirement;

(ii) indemnifies and keeps indemnified BSCCo in connection with any claim related to a Derogation Party’s acts or omissions under a relevant legal requirement.

10.4.4 With effect from 00:00 on the day following the Derogation Period End Date, such BSC Derogation shall no longer be in force and the Derogation Party shall comply with the Code in full from such time and date.

10.4.5 The granting of a BSC Derogation to any Party shall not relieve any other Party of all or any of its obligations under the Code.

10.4.6 Subject to paragraphs 10.5 and 10.6, no variation to a BSC Derogation shall be permitted.

10.5 Trial Period Duration

10.5.1 A Trial Period shall take effect from the Derogation Period Commencement Date and, subject to paragraph 10.5.3, shall remain in effect for such period as has been approved by the Authority pursuant to paragraph 10.4.1.

10.5.2 The Trial Period, including any extensions approved thereto pursuant to paragraph 10.5.3, shall on no account exceed a total duration of two years from the Derogation Period Commencement Date.

10.5.3 Subject always to paragraph 10.5.2, the Panel may extend a Trial Period with the approval of, or at the direction of, the Authority provided that the Panel may only recommend an extension to a Trial Period in exceptional circumstances.

10.6 BSC Derogation Transition and Exit

10.6.1 In respect of a BSC Derogation:

(a) a Derogation Party shall comply with the relevant Transition Plan approved by the Authority pursuant to paragraph 10.4.1; and

(b) the applicable Transition Period shall take effect from the end of the Trial Period relating to that BSC Derogation and shall remain in effect until the earlier of:

(i) the Derogation Period End Date;

(ii) the Implementation Date of a Code Modification relating to such BSC Derogation; or

(iii) three years after the Derogation Period Commencement Date.

10.6.2 The Panel may extend a Transition Period (other than a Transition Period that is being implemented pursuant to an Early Cessation Report) with the approval of, or at the direction of, the Authority where a Modification Proposal relating to the BSC Derogation was made before the conclusion of the Trial Period, and that Modification Proposal:

(a) has not been implemented, rejected or withdrawn at the date of the extension request; or

(b) has been withdrawn or rejected and the Panel determines that an extension to the Transition Period is reasonably necessary to allow the Derogation Party to exit from BSC Derogation,

provided that the Transition Period must end no later than three years after the Derogation Period Commencement Date.

10.6.3 BSCCo may charge, and a Derogation Party shall pay to BSCCo, such additional fees as BSCCo:

(a) considers represent the reasonable additional costs to BSCCo of monitoring and administering an extension of the Transition Period in respect of such BSC Derogation; and

(b) has notified to the Derogation Party prior to the extension of the Transition Period.

10.7 Derogation Reporting and Monitoring

10.7.1 A Derogation Party shall provide to BSCCo such reports as may be specified in the Sandbox Report.

10.7.2 Upon receipt of a report pursuant to paragraph 10.7.1, BSCCo shall:

(a) provide a copy of such report to each Panel Member;

(b) if such report has not already been received by the Authority, provide a copy of such report to the Authority; and

(c) publish a copy of such report on the BSC Website, redacting such information as the Derogation Party expressly requests BSCCo keep confidential.

10.7.3 The Panel may recommend to the Authority at any time that a BSC Derogation be removed if the Panel considers that:

(a) a BSC Derogation no longer meets the BSC Sandbox Eligibility Criteria; or

(b) a Derogation Party is in breach of a BSC Derogation,

in which case it may make a recommendation to the Authority in accordance with paragraph 10.7.4.

10.7.4 Before the Panel makes a recommendation pursuant to paragraph 10.7.3, BSCCo shall prepare, and submit to the Panel, a draft report which shall include:

(a) rationale on whether:

(i) a BSC Derogation no longer meets the BSC Sandbox Eligibility Criteria; or

(ii) a Derogation Party is in breach of a BSC Derogation;

(b) an evaluation of the risks and impacts related to the recommendation;

(d) such other matters as shall be required by the BSC Sandbox Procedure,

(the "Early Cessation Report").

10.7.5 The Panel shall consider the draft Early Cessation Report and shall determine whether to:

(a) recommend to the Authority that the BSC Derogation be removed prior to the scheduled end of the relevant Derogation Period; or

(b) require amendments to the draft Early Cessation Report in which case the Panel shall determine the timetable for making such amendments and specify its further requirements, BSCCo shall amend and resubmit the draft report in accordance with such requirements and the Panel shall reconsider the draft report.

10.7.6 Within seven Business Days after the Panel meeting at which the Early Cessation Report has been approved, BSCCo shall:

(a) submit such report to the Authority; and

(b) copy such report to:

(i) each Party and interested third party;

(ii) each Panel Member; and

(iii) the Derogation Party.

10.7.7 If the Authority has approved a recommendation to remove a BSC Derogation prior to the scheduled end of the relevant Derogation Period then the Trial Period relating to that BSC Derogation, if such Trial Period is still in effect, shall immediately cease and paragraph 10.6 shall apply.

10.8 BSCCo Derogation Reporting

10.8.1 BSCCo shall from time to time and at least annually submit to the Panel for approval a draft lessons learned report including:

(a) an estimate of the costs incurred by BSCCo in respect of the administration of this paragraph 10; and

(b) such other matters as shall be required by the BSC Sandbox Procedure.

10.8.2 In respect of each lessons learned report approved by the Panel, BSCCo shall:

(a) submit such report to the Authority; and

(b) publish such report on the BSC Website.

11. OPEN DATA

11.1 The Balancing Mechanism Reporting Service Change Board

11.1.1 The principal function and power of the BCB under Section H (and without prejudice to any other functions and powers delegated to the BCB by the Panel in relation to the BMRS or otherwise) is to determine whether, the extent to which, and the terms (if any) on which BSC Data may be disclosed.

11.1.2 The Panel shall determine terms of reference ("BCB Terms of Reference") for the BCB in accordance with Section B5 and BSCCo shall publish the BCB Terms of Reference on the BSC Website.

11.1.3 The BCB Terms of Reference may include a right for the BCB to delegate to BSCCo the determination of BSC Data disclosure requests in which case:

(a) the provisions of this paragraph 11 shall apply mutatis mutandis to BSCCo as if references to the BCB were references to BSCCo; and

(b) the BCB shall periodically review whether any such delegated rights remain appropriate.

11.2 Data Disclosure Requests

11.2.1 For the purposes of the Code:

(a) "BSC Data" means data or information held by, or on behalf of, BSCCo (including BSC Agents) and which is received, produced or sent by or on behalf of Parties under the Code (including, for the avoidance of doubt, by BSC Agents and Party Agents) for the purposes of Settlement but excluding any data or information that the Code explicitly identifies as confidential;

(b) "BSC Data Disclosure Recommendation" means a recommendation made by BSCCo under paragraph 11.2.4;

(c) "BSC Data Impact Assessment" means an assessment undertaken by BSCCo in accordance with the BSC Data Request Procedure assessing, in respect of a BSC Data Request, the time, effort and cost required to disclose that BSC Data, the impact of implementing the BSC Data Request identified by BSC Agents, the anticipated benefits of disclosing that BSC Data and the potential impacts on industry;

(d) "BSC Data Request" means a request to disclose BSC Data made in accordance with the BSC Data Request Procedure;

(e) "BSC Data Request Procedure" means the document established and maintained by [the Panel] and published on the BSC Website setting out:

(i) the criteria for assessing BSC Data Requests, the and determining the extent to which BSC Data may be disclosed, together with the classification of BSC Data;

(ii) the procedures for processing BSC Data Requests: and

(iii) any requirements in relation to the form and manner in which BSC Data may be disclosed,

and for the purposes of this paragraph 11, "disclose" shall mean disclose, reveal, report, publish or transfer with or without restrictions, in each case as may be determined in accordance with this paragraph.

11.2.2 Any Party and any person may submit to BSCCo a BSC Data Request and BSCCo shall process such request and, where so approved, disclose that BSC Data in accordance with this paragraph.

11.2.3 Following receipt of a BSC Data Request, BSCCo shall, in accordance with the BSC Data Request Procedure:

(a) identify whether there are any issues which might prevent or limit the disclosure of that BSC Data including whether:

(i) the requested BSC Data includes personal data within the meaning of Data Protection Legislation, data relating to the private administration of a business or which is commercially sensitive, and/or data in respect of which publication is prohibited by a Legal Requirement;

(ii) the BSC Data would, if disclosed have a negative impact on existing or future consumers;

(iii) the disclosure of the BSC Data creates incremental security issues having regard to data that is already openly available, or exacerbates existing security issues, in each case which cannot be mitigated;

(b) identify whether any mitigations can be put in place to allow the disclosure of some or all of the requested BSC Data notwithstanding any issues identified under paragraph 11.2.3(a);

(d) prepare a BSC Data Disclosure Recommendation for the BCB which shall set out, in relation to the BSC Data, BSCCO’s recommendation on whether the BSC Data should be disclosed together with the matters determined or established pursuant to this paragraph 11.2.3; and

(e) consult with Parties and interested third persons for a period of not more than fifteen Working Days on BSCCo’s draft BSC Data Disclosure Recommendation.

11.2.4 Upon completion of the consultation conducted under paragraph 11.2.3(e), BSCCo shall:

(a) finalise its draft BSC Data Disclosure Recommendation taking into account any consultation responses; and

(b) as soon as reasonably practical thereafter submit its BSC Data Disclosure Recommendation to the BCB together with copies of the consultation responses.

11.2.5 The BCB shall, in accordance with the BSC Data Disclosure Procedure, consider the BSC Data Disclosure Recommendation and any consultation responses and shall determine whether, the extent to which, and the terms (if any) on which the BSC Data shall be disclosed (including as to the recovery of the reasonable costs incurred by BSCCo of disclosing such BSC Data). In making such determination, the BCB must take into consideration the presumption that BSC Data should be openly available, and only refuse disclosure to the extent that concerns identified through the BSC Data Request Procedure warrant overriding this presumption.

11.2.6 Following a determination by the BCB, BSCO shall in accordance with the BSC Data Request Procedure:

(a) inform the Party or person who made the BSC Data Request;

(b) publish the outcome of the BCB’s determination together with the rationale supporting that determination; and

(c) no earlier than the expiry of the appeal period set out in paragraph 11.3.2, and subject to paragraph 11.3, implement, or procure the implementation of, the BCB’s determination.

11.2.7 Each Party hereby consents irrevocably and unconditionally to the disclosure of data pursuant to this paragraph.

11.2.8 The provisions of paragraph 11.2 shall not apply to the disclosure of BSC Data:

(a) to the Authority, BSCCo, any Panel Committee or (to the extent necessary for the purposes of the Code) any BSC Agent; or

(b) where the BSC Data is in the public domain; or

(d) where the disclosure of such BSC Data is expressly required under the Code.

11.2.9 BSCCo shall keep a copy of all determinations made by itself or the BCB pursuant to paragraph 11.2.5 and shall publish a register of such determinations together with the disclosure rationale.

11.2.10 BSCCo shall, at least annually, submit a report to the Authority in relation to BSC Data Requests during the preceding year.

11.3 Appeals

11.3.1 Where a Party or person who has requested the disclosure of BSC Data disagrees with the determination of the BCB under paragraph 11.2.5, the Party or (as the case may be) person may refer the matter to the Panel in accordance with the BSC Data Request Procedure.

11.3.2 A reference by a Party to the Panel under paragraph 11.3.1 shall be made no later than ten Business Days after the notification given by BSCCo under paragraph 11.2.6(b) in which case the disclosure of the relevant BSC Data shall be suspended pending the outcome of the Panel’s determination.

11.3.3 The Panel shall adopt such procedures as it sees fit (having regard generally to the BSC Data Request Procedure) for the purpose of determining whether such BSC Data should be disclosed; and the Panel Secretary shall notify the decision of the Panel in respect of such BSC Data Request to the person making such appeal and publish the Panel’s determination together with its rationale.

AMENDMENT RECORD – SECTION H

Section H

Version 43.0

Effective Date: 7 March 2025

Modification Proposal	Decision Date	Implementation Date	Version
P477	23/01/25	07/03/25	43.0
ORD009	13/09/24	01/10/24	42.0
P474	08/08/24	01/10/24	42.0
ORD008	21/02/24	29/02/24	41.0
P457	01/11/23	08/11/23	40.0
P450	12/01/23	23/02/23	39.0
P449	10/11/2022	11/11/22	38.0
P446	22/09/22	23/09/22	37.0
P436	14/04/22	18/07/22	36.0
P438	20/04/22	15/07/22	35.0
P420	23/07/21	01/09/21	34.0
P398	03/02/21	24/06/21	33.0
P414	03/02/21	25/02/21	32.0
P405	26/05/20	16/06//20	31.0
P388 Self Governance	08/08/19	01/04/20	30.0
P385 Self Governance	14/11/19	27/02/19	29.0
P394 Self Governance	12/12/19	27/02/20	29.0
P374	14/11/19	21/11/29	28.0
P387 Self-Governance	13/06/19	07/11/19	27.0
P386 Self Governance	13/06/19	07/11/19	27.0
P370	20/02/19	03/04/19	26.0
P369	24/09/18	29/03/19	25.0
P344	24/08/18	28/02/19	24.0
P362 Alt	20/08/18	28/08/18	23.0
P350	24/03/17	01/04/18	22.0
P342 Alternative	08/12/16	02/11/17	21.0
P318 Self Governance	08/10/15	25/02/16	20.0
ORD005¹	Secretary of State	01/08/14	19.0
P293 Self Governance	13/06/13	01/10/13	18.0
P262	10/12/10	31/12/10	17.0
P255	15/07/10	22/07/10	16.0
P231	25/06/09	05/11/09	15.0
ORD003	23/06/09	24/06/09	14.0
P207	10/07/07	10/09/07	13.0
P197	10/08/06	23/08/07	12.0
P208	16/01/07	22/02/07	11.0
P188	07/09/05	27/06/06	10.0
P159	17/08/04	23/02/05	9.0
P98	18/08/03	08/11/04	8.0
ORD001	BETTA	01/09/04	7.0
P62	12/08/02	01/08/03	6.0
P113	09/04/03	15/07/03	5.0
P78	09/09/02	11/03/03	4.0
P56	10/03/02	18/03/02	3.0
P58	04/12/01	04/12/01	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION J: PARTY AGENTS AND QUALIFICATION UNDER THE CODE

1. GENERAL

1.1 Introduction

1.1.1 This Section J sets out or refers to:

(a) the types of obligations and activities under the Code which Parties are obliged to perform through the use of Party Agents;

(b) the duties of Parties to ensure that Party Agent functions are discharged in accordance with relevant performance levels;

(c) the Qualification Requirements which must be met and the Qualification Process which must be completed by certain Parties and Party Agents under the Code; and

(d) the obligation of Parties to register relevant Party Agents in CMRS, SMRS and, where relevant, in accordance with the REC, or the AMRS (in each case, as the case may be).

1.1.2 In this Section J, in relation to a SVA Metering System:

(a) references to a Data Collector are to a Half Hourly Data Collector or Non Half Hourly Data Collector; and

(b) references to a Data Aggregator are to a Half Hourly Data Aggregator or a Non Half Hourly Data Aggregator,

in each case as applicable depending on whether the relevant Metering System is a Half Hourly Metering System or a Non Half Hourly Metering System.

1.2 Obligation to use Party Agents

1.2.1 Each Party shall secure that the following Party Agents are appointed and used, subject to and in accordance with the provisions of this Section J, to perform the obligations and carry out the activities of such Party described in paragraph 1.2.2:

(a) in relation to each Metering System for which such Party is or is to be the Registrant (other than a Metering System which relates to an Unmetered Supply):

(i) a CVA Meter Operator Agent; or

(ii) a SVA Meter Operator Agent provided that the Registrant shall ensure that such SVA Meter Operator Agent:

(A) is appointed in accordance with the provisions of the Retail Energy Code; and

(B) complies with the provisions of this Section J but only to the extent that such provisions are expressed to apply to Party Agents generally and SVA Meter Operator Agents have not otherwise been excluded therefrom;

(b) in relation to each SVA Metering System for which such Party is or is to be the Registrant:

(i) a Data Collector; and

(ii) a Data Aggregator;

(c) in relation to each SVA Metering System which relates to an Equivalent Unmetered Supply and for which such Party is or is to be the Registrant, a Meter Administrator.

(d) in relation to each Asset Metering System a Data Collector;

(e) in relation to each SVA Metering System for which the Supplier requires Eligible Exempt Supply Volumes to be calculated an Exempt Supply Notification Agent.

1.2.2 In respect of Metering Systems (or SVA Metering Systems, as the case may be) for which a Party is the Registrant, the principal obligations and activities which that Party is required to perform through the use of a Party Agent (and which represent the functions of such Party Agent) are as follows:

(a) in the case of a CVA Meter Operator Agent, to install, commission, test and maintain, rectify faults and provide a sealing service in respect of Metering Equipment (including, if applicable, associated Communications Equipment) in accordance with the provisions of Section L (except to the extent that Section L and the relevant Code of Practice requires the Equipment Owner to perform such activities);

(aa) in the case of a SVA Meter Operator Agent and in relation to Metering Equipment, the applicable obligations and activities specified in the Retail Energy Code in relation to Metering Equipment Managers;

(ab) in the case of a Meter Operator Agent and in relation to Asset Metering Equipment, to install, commission, test and maintain, rectify faults and provide a sealing service in respect of Asset Metering Equipment (including, if applicable, associated Communications Equipment) in accordance with the provisions of Section L (except to the extent that Section L and the relevant Code of Practice requires the Equipment Owner to perform such activities);

(b) in the case of a Half Hourly Data Collector, to retrieve, validate and process metering data from Half Hourly Meters and Equivalent Meters in respect of SVA Metering Equipment or Asset Metering Equipment in accordance with the provisions of Section S;

(c) in the case of a Non Half Hourly Data Collector, to retrieve, validate and process metering data from Non Half Hourly Meters in respect of SVA Metering Equipment in accordance with the provisions of Section S;

(d) in the case of a Half Hourly Data Aggregator, to aggregate metering data received from such Party's Half Hourly Data Collectors and provide such aggregated data and the Allocated Metering System Metered Consumption to the SVAA in accordance with the provisions of Section S;

(e) in the case of a Non Half Hourly Data Aggregator, to aggregate metering data received from such Party's Non Half Hourly Data Collectors and provide such aggregated data to the SVAA in accordance with the provisions of Section S;

(f) in the case of a Meter Administrator, to calculate estimated energy consumption for Equivalent Unmetered Supplies and to provide the relevant data to such Party's Half Hourly Data Collector in accordance with the provisions of Section S;

(g) in the case of an Exempt Supply Notification Agent (ESNA), to receive Half Hourly Metered volumes, apply losses caused by transmission and/or distribution, determine exempt supply volumes (using Half Hourly Metered Data and details provided by Suppliers from their arrangement with suppliers operating under an Exemption) and aggregate exempt supply volumes to BM Unit level and submit to BSC Systems for Settlement.

1.2.3 In addition, where a Party wishes to make Energy Contract Volume Notifications or Metered Volume Reallocation Notifications (as the case may be) in accordance with Section P, it may only do so through the following Party Agents who satisfy the requirements of this Section J and are authorised in accordance with the provisions of Section P:

(a) in the case of Energy Contract Volume Notifications, through Energy Contract Volume Notification Agents, the principal functions of which shall be to make Energy Contract Volume Notifications in accordance with Section P and to discharge such other functions, in relation to such Party, as are attributed to an Energy Contract Volume Notification Agent in Section P;

(b) in the case of Metered Volume Reallocation Notifications, through Metered Volume Reallocation Notification Agents, the principal functions of which shall be to make Metered Volume Reallocation Notifications in accordance with Section P and to discharge such other functions, in relation to such Party, as are attributed to a Metered Volume Reallocation Notification Agent in Section P.

1.2.4 In satisfying the requirements of paragraphs 1.2.1 and 1.2.3, a Party may, instead of appointing another person (whether another Party or a third party) to fulfil the role of a Party Agent, discharge the relevant function or functions itself provided it is and remains Qualified to perform such role and, in that event:

(a) references to Party Agent, Meter Operator Agent, CVA Meter Operator Agent, SVA Meter Operator Agent (where, for the purposes of this paragraph 1.2.4, the reference to a Party remaining Qualified to perform such role shall be a reference to the equivalent qualification requirements under the Retail Energy Code), Data Collector, Half Hourly Data Collector, Non Half Hourly Data Collector, Data Aggregator Half Hourly Data Aggregator, Non Half Hourly Data Aggregator, Meter Administrator, Energy Contract Volume Notification Agent, Exempt Supply Notification Agent and Metered Volume Reallocation Notification Agent (as the case may be) shall be construed as a reference to such Party (acting in its capacity as such Agent); and

(b) the provisions of the Code shall apply and be interpreted on the basis that such Party shall itself perform the obligations in respect of which it would otherwise be required to ensure compliance by another person.

1.2.5 In respect of Party Agents appointed under the Code:

(a) in the case of a Party Agent appointed by a Party pursuant to paragraph 1.2.1, that Party shall be responsible for every act, breach, omission, neglect and failure of such Party Agent (in relation to that Party) and shall itself comply, and shall procure compliance by such Party Agent, with the relevant provisions of the Code and of Code Subsidiary Documents;

(b) in the case of a Party Agent appointed by Contract Trading Parties pursuant to Section P, those Contracting Trading Parties shall be responsible jointly and severally for every act, breach, omission, neglect and failure of such Party Agent (in relation to those Contracting Trading Parties jointly) and shall themselves comply, and shall procure compliance by such Party Agent, with the relevant provisions of the Code and of Code Subsidiary Documents,

and, for the avoidance of doubt, the provisions of this paragraph 1.2.5 are without prejudice to and shall not affect the rights and obligations as between Parties or between Parties and Party Agents in respect of the appointment or performance of Party Agents (which shall be a matter outside the Code).

1.2.6 Each Party shall, in accordance with any relevant Party Service Lines and BSC Procedures, take such actions and provide such information as is reasonably necessary to enable each Party Agent for which it is responsible to discharge its functions in accordance with the relevant provisions of the Code, relevant Party Service Lines and relevant BSC Procedures.

1.2.7 For the avoidance of doubt, the requirement of a Party to perform certain obligations and to carry out certain activities of such Party through a Party Agent in accordance with this Section J is without prejudice to such Party's responsibility to perform those obligations and carry out those activities under the Code.

1.2.8 Each Party shall ensure that the Party Agents for which it is responsible comply with the relevant provisions of Section O.

1.3 Other Agents under the Code

1.3.1 In addition to the functions to be carried out by the Party Agents referred to in paragraph 1.2 or by the BSC Agents referred to in Section E, the Code requires certain functions to be carried out:

(a) in respect of its Distribution System(s) and Associated Distribution System(s), by the Supplier Meter Registration Agent responsible for such Distribution System(s);

(b) in respect of its Distribution System(s) and Associated Distribution System(s), by a Licensed Distribution System Operator when acting in its capacity as an Unmetered Supplies Operator; and

1.3.2 The principal functions of a Supplier Meter Registration Agent are as follows:

(a) to provide and operate a registration service in respect of those Boundary Points on the Distribution System(s) and Associated Distribution System(s) (if any) of such SMRA which are not registered in the Central Meter Registration Service, in each case in accordance with Section K and Section S and in accordance with the REC;

(b) to provide data from such registration system to Parties, Party Agents and BSC Agents for the purposes of Settlement in accordance with the requirements of the Code; and

1.3.2A In respect of a Supplier Meter Registration Agent, the Licensed Distribution System Operator that has appointed that Supplier Meter Registration Agent shall be responsible for every act, breach, omission, neglect and failure of such Supplier Meter Registration Agent (in relation to that Licensed Distribution System Operator) and shall itself comply, and shall procure compliance by such Supplier Meter Registration Agent, with the relevant provisions of the Code and of Code Subsidiary Documents. For the avoidance of doubt, the provisions of this paragraph 1.3.2A are without prejudice to and shall not affect the rights and obligations as between Licensed Distribution System Operators and Supplier Meter Registration Agents in respect of the appointment or performance of such Supplier Meter Registration Agents (which shall be a matter outside the Code).

1.3.3 The principal function of a Data Transfer Service Provider is to provide a Managed Data Network.

1.3.4 The functions of a Licensed Distribution System Operator when acting in its capacity as an Unmetered Supplies Operator are set out in Section S8.2.

2. QUALIFICATION REQUIREMENTS

2.1 Application

2.1.1 For those Party Agents referred to in paragraph 2.1.2, a Party shall only appoint and use persons who are Qualified (in respect of the functions to be carried out by that Party Agent) and each Party shall ensure that its Party Agents comply in full with the relevant Qualification Requirements and Qualification Process.

2.1.2 The following persons shall be subject to the Qualification Requirements of this Section J applicable to that type of person or to the functions of that type of person:

(a) CVA Meter Operator Agents;

(b) Data Collectors;

(d) Meter Administrators;

(e) Suppliers;

(f) Licensed Distribution System Operators when acting in their capacity as Unmetered Supplies Operators;

(g) Supplier Meter Registration Agents;

(h) Virtual Lead Parties;

(i) Virtual Trading Parties;

(j) Licensed Distribution System Operators;

(k) Meter Operator Agents for Asset Metering Systems;

(l) Exempt Supply Notification Agent.

2.1.3 Each Supplier and each person carrying out any of the functions referred to in paragraphs 1.2.2 (other than each SVA Meter Operator Agent), 1.3.2 and 1.3.4 is required to be Qualified in accordance with this Section J (and in the case of Suppliers and CVA Meter Operator Agents who are responsible for CVA Metering Equipment they are also required to comply with the testing requirements set out in Section O) before it carries out any of its functions, duties, activities or responsibilities under the Code or any relevant BSCP.

2.1A Transitional Arrangements

2.1A.1 Each Supplier who is already a Party to the Code and has completed the Supplier Entry Process, and each person who has been Accredited and has had their Agency Systems Certified or has completed the SMRS Entry Process, and those persons carrying out those functions referred to in paragraph 1.3.4 pursuant to the Code at the time of the Implementation Date of the Approved Modification that first introduced this paragraph 2.1A.1 ("the relevant Implementation Date") shall automatically be deemed to be Qualified in accordance with this Section J. Such Qualification shall be subject to any relevant conditions applying pursuant to the Code at the relevant Implementation Date.

2.1A.2 Any Party or Party Agent who prior to the relevant Implementation Date has commenced the Accreditation Process, Certification Process, SMRS Entry Process or Supplier Entry Process pursuant to the provisions of the Code or any relevant BSCP which applied prior to the relevant Implementation Date ("the processes") may elect either to remain subject to the processes or to apply for Qualification, provided that if such Party or Party Agent elects to remain subject to the processes and fails to obtain Accreditation or have their Agency Systems Certified or to complete the processes within nine months of the relevant Implementation Date, such Party or Party Agent shall no longer be subject to the processes and shall be obliged to apply for Qualification.

2.1A.3 Any Party or Party Agent who pursuant to paragraph 2.1A.2 elects to remain subject to the processes and subsequently completes the SMRS Entry Process, Supplier Entry Process or is Accredited and their Agency Systems Certified within nine months of the relevant Implementation Date shall automatically be deemed to be Qualified in accordance with this Section J. Such Qualification shall be subject to any relevant conditions applying to such Accreditation, Certification or in relation to the completion of the SMRS Entry Process or Supplier Entry Process.

2.1A.4 For the purposes of paragraph 2.1A, the terms Accreditation Process, Certification Process, SMRS Entry Process, Supplier Entry Process, Accredited, Accreditation, Agency Systems, Certified and Certification shall have the same meanings and applications as those terms or processes had prior to the relevant Implementation Date and shall be enforceable as such. In addition any terms referred to in those terms or processes shall also have the same meanings and applications as such terms had prior to the relevant Implementation Date and shall also be enforceable as such.

2.1A.5 Each Licensed Distribution System Operator who is already a Party to the Code and carrying out functions in its capacity as a Licensed Distribution System Operator pursuant to the Code at the time of the Implementation Date of the Approved Modification that first introduced paragraph 2.1.2(i) shall automatically be deemed to be Qualified in accordance with this Section J in its capacity as a Licensed Distribution System Operator. Such Qualification shall be subject to any relevant conditions applying pursuant to the Code at the Implementation Date of paragraph 2.1.2(i).

2.1B SVA Meter Operator Agents Transitional Arrangements

2.1B.1 Notwithstanding anything to the contrary in paragraphs 2 and 3 (and the establishment of a qualification process under the Retail Energy Code in respect of SVA Meter Operator Agents):

(a) any Applicant that wishes to Qualify as an SVA Meter Operator Agent and has commenced the Qualification Process as at the Retail Code Consolidation Date may continue the Qualification Process in accordance with this Section J and BSCP537; and

(b) in relation to any SVA Meter Operator Agent, any Qualification Process (including removal of Qualification, Surrender of Qualification and re-Qualification) that is in progress as at the Retail Code Consolidation Date shall continue in effect until the completion of that Qualification process,

and accordingly, in respect of SVA Meter Operator Agents, the functions, duties responsibilities and (where relevant) powers of each Applicant, each Party, SVA Meter Operator Agents, the Performance Assurance Board, the Panel and BSCCo under Section J and BSCP537 shall continue in effect to the extent necessary.

2.1B.2 Without prejudice to paragraph 2.1B.1, the Performance Assurance Board may agree joint arrangements with the REC Performance Assurance Board for the transfer to the REC Performance Assurance Board of responsibility for completing any Qualification Process in respect of an SVA Meter Operator Agent that is in progress as at the Retail Code Consolidation Date.

2.2 Establishment of Requirements

2.2.1 The Qualification Requirements provide criteria for assessing:

(a) the ability of persons to discharge the functions in respect of which they are or wish to be appointed under the Code; and

(b) the ability of Suppliers to perform their activities and obligations under the Code; and

2.2.2 The Qualification Requirements of those persons referred to in paragraph 2.1.2 shall be established by the Panel and recorded in this Section J and BSC Procedures, as modified from time to time in accordance with Section F3.

2.3 Reliance on Qualification

2.3.1 Each Party shall be required to satisfy itself as to the financial condition and prospects and the management and operational ability of any Qualified Person which it intends to appoint as its Party Agent (or as the person carrying out the functions referred to in paragraph 1.3.2 and 1.3.4) and shall not rely on the fact of Qualification (or the lack of Qualification) as, or infer therefrom, any representation, warranty or other statement or indication on the part of the Panel, the Performance Assurance Board, the Performance Assurance Administrator, any Panel Committee or BSCCo, that the Qualified Person has any or any particular financial condition or prospects or level of management or operational ability.

2.4 Additional functions

2.4.1 Where a Person is to carry out those functions referred to in paragraphs 1.2.2, 1.3.2 and 1.3.4 in respect of which it is not Qualified, the Party responsible for that person (if applicable) shall ensure that such person is Qualified in respect of those functions before such person starts to carry out those functions.

2.4.2 Without prejudice to the generality of paragraph 2.4.1:

(a) a Qualified Data Aggregator which is to start aggregating energy values per Supplier BM Unit in accordance with paragraph 3.6 of Annex S-2; or

(b) a Qualified Data Collector or Qualified Data Aggregator which is to start collecting or aggregating data in the circumstances where paragraphs 3.3.4 and 3.5.5, respectively, of Annex S-2 apply, or

(c) a Qualified Data Collector which is to start collecting data in the circumstances where there is a variable supplier as referred to in paragraph 3.5.5 of Annex S-2,

shall be Qualified in respect of those functions before starting to do so.

3. QUALIFICATION PROCESS

3.1 Performance Assurance Board

3.1.1 The Performance Assurance Board shall be responsible, subject to and in accordance with this Section J and BSCP537, for the Qualification Process relating to those persons referred to in paragraph 2.1.2.

3.1.2 The Performance Assurance Board shall notify BSCCo when a person becomes Qualified.

3.1.3 BSCCo shall maintain an up-to-date list of each person who is Qualified and shall make a copy of such list available to any person on request.

3.1.4 The Performance Assurance Board shall have the authority to exempt Suppliers from Qualification obligations in respect of the Smart Market Segment.

3.1.5 The Performance Assurance Board shall ensure that the necessary reporting mechanisms are in place to monitor and mitigate any instances where Metering Systems are registered by Suppliers that are not Qualified to perform their role in the relevant Market Segment.

3.1.6 Any reference in this paragraph 3.1 to an exemption from Qualification obligations shall mean an exemption from any or all of the Qualification Requirements that are applicable to the relevant Market Segment (as determined by the Performance Assurance Board).

3.1.7 Where the Performance Assurance Board has exempted a Supplier from Qualification obligations under this paragraph 3.1, that Supplier shall be bound by, and shall comply with, any criteria or conditions specified by the Performance Assurance Board relating to that exemption.

3.2 NOT USED

3.3 Qualification Process

3.3.1 The Qualification Process shall be conducted in accordance with this Section J and BSCP537.

3.3.1A Subject to paragraph 2.1B, any reference in this paragraph 3 to a Party Agent shall not include a reference to a SVA Meter Operator Agent.

3.3.2 Save where the person which a Party is wishing to or intending to appoint as its Party Agent is already Qualified, each Party shall:

(a) comply with and ensure that its Party Agents (and any person it appoints to perform the functions referred to in paragraphs 1.3.2 and 1.3.4) comply with the relevant Qualification Requirements and the relevant requirements of the Qualification Process such that the Performance Assurance Board can properly determine whether the relevant person should be Qualified; and

(b) if applicable, co-operate with and ensure that its Party Agents (and any person it appoints to perform the functions referred to in paragraphs 1.3.2 and 1.3.4) co-operate with the Performance Assurance Board, the Performance Assurance Administrator, BSCCo, the Panel and/or any Panel Committee in the execution of their duties.

3.3.2A Each Licensed Distribution System Operator shall provide all reasonable assistance to each Supplier and its Supplier Agents in accordance with Section J and BSCP537 as may be required by the relevant Supplier and/or its Supplier Agents for it or them to satisfy the requirements of the Qualification Process.

3.3.3 Subject to paragraphs 3.3.4 and 3.3.5, when an Applicant wishes to Qualify under the Code it shall submit the appropriate application to BSCCo. For the avoidance of doubt no such application shall be considered necessary in relation to any testing processes or otherwise that a Supplier or a CVA Meter Operator Agent who is responsible for CVA Metering Equipment is required to complete under Section O.

3.3.4 In the case where an Applicant has applied to become a Party to the Framework Agreement (in accordance with Section A2.1) and intends to have the participation capacity of a Virtual Trading Party and/or Virtual Lead Party and/or Supplier and/or a Licensed Distribution System Operator under the Code, then BSCCo shall treat the Applicant’s application under Section A2.2.1 as an appropriate application for the purposes of paragraph 3.3.3.

3.3.5 In the case where an Applicant has executed the letter agreement referred to in paragraph 3.3.6, then BSCCo shall treat the execution of such letter agreement as an appropriate application for the purposes of paragraph 3.3.3.

3.3.6 The Applicant’s application to Qualify shall not be accepted or considered until the Applicant has agreed to be bound by and to comply with the Code and has executed, in the case of a Party, the Framework Agreement and, in the case of any other Applicant, a letter agreement in the form and content satisfactory to the Performance Assurance Board.

3.3.7 Following receipt of an Applicant’s application for Qualification pursuant to paragraph 3.3.3 BSCCo shall:

(a) meet or communicate with the Applicant to explain the Qualification Process (including but not limited to the requirement for the Applicant to complete and submit a Qualification Document to BSCCo); and

(b) provide appropriate guidance and support to the Applicant (if requested) during the course of the progress of the application for Qualification, provided that notwithstanding any such guidance or support, the responsibility for the management, progression and completion of the application for Qualification and for establishing the Applicant’s compliance with the Qualification Requirements is that of the Applicant. The amount of guidance and support provided to the Applicant (if any) shall be at the reasonable discretion of BSCCo or as set out in BSCP537.

3.3.8 When the Applicant has submitted its Qualification Document (whether as a fully completed document or in stages), BSCCo shall:

(a) carry out a review and assessment of the Qualification Document (at such level and in such detail as it considers appropriate where the Qualification Document is submitted in stages) and in doing so shall (without limiting the generality of the foregoing) assess any relevant matters including the risk which the Applicant would, if Qualified, pose to Settlement and the operation of the Code and the arrangements described in it; and

(b) review any evidence and verification of the information contained in the Qualification Document (including any test results) and request any tests or further evidence and/or witness any tests which BSCCo may in its reasonable opinion consider it requires in order to assess some or all of the information provided in the Qualification Document.

3.3.9 Where the Applicant is also required to undertake the Entry Assessment under the REC (as defined in the REC):

(a) BSCCo will co-ordinate with the REC Code Manager, as appropriate, when an Applicant has applied to become Qualified under the Code; and

(b) BSCCo may, if it considers it appropriate, co-ordinate or combine the meeting referred to in paragraph 3.3.7 (in whole or in part) or any other meeting relating to the Applicant’s application for Qualification with any similar meeting with the equivalent body responsible for explaining or providing guidance to or assessing the Applicant in relation to the Entry Assessment under the REC; and

(c) where BSCCo or the Performance Assurance Board have been provided, by or on behalf of the Applicant, with any information, self assessment document, documentation and/or evidence or verification relating thereto (including any test results) which the Applicant has produced for or in relation to its Entry Assessment under the REC (or for any other relevant industry body), BSCCo or the Performance Assurance Board may when considering:

(i) the Qualification Document submitted by the Applicant; or

(ii) whether any further information is required, and if so, the nature of such further information; or

(iii) whether any evidence or verification (or further evidence or verification) of information contained in the Qualification Document is required including, without limiting the generality of the foregoing, whether any testing or further testing (including systems and communications testing) is required and if so, the nature of such testing or further testing,

take into account such information, self assessment document, documentation and/or evidence or verification relating thereto (including any tests results).

3.3.10 When BSCCo is satisfied that the Applicant has fully completed the Qualification Document and provided all appropriate information, documentation, evidence and verification, BSCCo shall provide the Performance Assurance Board with a report in relation to the Applicant’s application for Qualification and make a recommendation to the Performance Assurance Board in relation to the same. The report may include, where appropriate, a recommendation as to whether the Applicant has fully completed the Qualification Document.

3.3.11 BSCCo shall, at the same time as it provides the Performance Assurance Board with its report and recommendation referred to in paragraph 3.3.10, provide a copy of the same to the Applicant.

3.3.12 The Applicant shall be entitled to:

(a) request the Performance Assurance Board to provide advice or clarification or seek endorsement of the plans described in the Qualification Document; and/or

(b) in the circumstances described in BSCP537, request the Performance Assurance Board to determine its application for Qualification if the Applicant (acting reasonably) considers that it has satisfied the Qualification Requirements and has completed the Qualification Process.

3.3.13 Subject to paragraphs 3.3.6 and 3.3.14, upon receipt of the report and recommendation referred to in paragraph 3.3.10 or the request from the Applicant referred to in paragraph 3.3.12 (b) the Performance Assurance Board, in accordance with the relevant provisions of the Code and BSCP537, shall make a determination as to whether:

(a) the Applicant’s application for Qualification shall be accepted; or

(b) the Applicant’s application for Qualification shall be accepted, but shall also determine that certain matters are to be complied with or addressed including without limitation a requirement that the Applicant shall undergo a technical assurance check; or

(c) the Applicant’s application for Qualification shall be deferred (including so that the Applicant can provide further information, documentation, evidence, verification and/or testing) until such time as the Applicant can establish that it has satisfactorily completed the Qualification Process and met the Qualification Requirements.

3.3.14 Without limiting the generality of paragraph 3.3.13(b), the Performance Assurance Board may, where it considers that the Applicant has sufficiently completed the Qualification Process and met the Qualification Requirements despite there being matters or requirements of an insignificant or non-material nature which may not have been fully completed or met by the Applicant, accept the Applicant’s application for Qualification but shall also determine that the Applicant completes or meets such matters or requirements to the satisfaction of the Performance Assurance Board at a later date with such later date being mutually agreed between the Applicant and the Performance Assurance Board.

3.3.15 The Applicant may attend that part of a meeting convened by the Performance Assurance Board at which the Applicant’s application for Qualification is being presented.

3.3.16 The Performance Assurance Board shall ensure that copies of the latest version of this Section J and BSCP537 are made available to the Applicants.

3.3.17 Without limiting the generality of paragraph 3.3.11, the Performance Assurance Board shall:

(a) (unless the Applicant has already been provided with such reports) provide each Applicant with, or arrange for each Applicant to be provided with, a copy of all reports submitted to it by BSCCo in relation to such Applicant's application for Qualification at the same time as the Performance Assurance Board notifies such Applicant whether its application for Qualification has been accepted; and

(b) be under no obligation to provide an Applicant with, or arrange for it to be provided with, a copy of any such report at any time before it gives such notification.

3.3.18 The Performance Assurance Board shall make available to the Authority all information held by the Performance Assurance Board which the Authority reasonably requires for the purposes of making any determination pursuant to paragraph 3.7.

3.3.19 The provisions of Section Z shall apply to proceedings of the Performance Assurance Board concerning Qualification pursuant to this Section J.

3.4 Removal of Qualification

3.4.1 The Performance Assurance Board shall have the right at any time and from time to time in accordance with and in the circumstances set out in this paragraph 3.4 and BSCP537 to remove the Qualification of any Qualified Person (other than a Party acting in its capacity as a Supplier, Virtual Lead Party, Virtual Trading Party, Licensed Distribution System Operator, SMRA or UMSO), whereupon such person shall cease to be Qualified.

3.4.2 The Performance Assurance Board may only remove a Qualified Person’s Qualification when that Qualified Person has failed to comply with the requirements and/or standards for performance (as described in the Code or any relevant BSCP) relating to the activities or functions which that Qualified Person undertakes under the Code or any relevant BSCP (including any requirement for the Applicant to re-Qualify within a reasonable period of time).

3.4.3 The Performance Assurance Board shall notify (in accordance with BSCP537) the Qualified Person where it is satisfied that the Qualified Person is failing to comply with the requirements and/or standards for performance referred to in paragraph 3.4.2 such that consideration is being given or is likely to be given to the removal of the Qualification of the Qualified Person.

3.4.4 Upon receipt of the notice referred to in paragraph 3.4.3 the Qualified Person shall submit an appropriate rectification plan to the Performance Assurance Board. This rectification plan shall set out the steps which the Qualified Person shall take in order to ensure compliance with the requirements and/or standards for performance referred to in paragraph 3.4.2 and shall include an appropriate timetable for taking such steps.

3.4.5 If the Performance Assurance Board (acting reasonably) refuses to approve the rectification plan referred to in paragraph 3.4.4 (or any revision thereof by the Qualified Person) or considers that the Qualified Person is still failing to comply with the requirements and/or standards for performance referred to in paragraph 3.4.2 and/or has not complied with or adequately complied with the steps described in the rectification plan approved by the Performance Assurance Board, the Performance Assurance Board may notify any relevant Parties in accordance with BSCP537 that consideration is being given or is likely to be given to the removal of the Qualification of the Qualified Person.

3.4.6 Where the Performance Assurance Board (acting reasonably) remains of the opinion that it is still unable to approve the rectification plan referred to in paragraph 3.4.4 (or any revision thereof by the Qualified Person) or considers that the Qualified Person is still failing to comply with the requirements and/or standards for performance referred to in paragraph 3.4.2 and/or has not complied with or adequately complied with the steps described in the rectification plan approved by the Performance Assurance Board, the Performance Assurance Board may remove the Qualification of the Qualified Person.

3.4.7 Relevant parties shall be notified as set out in and in accordance with BSCP537 where the Qualification of a Qualified Person has been removed in accordance with this paragraph 3.4.

3.4.8 For the avoidance of doubt, if a Party ceases to be a Party to the Code for whatever reason (including but not limited to by reason of Section A5) then that Party’s Qualification in relation to its role or function as a Supplier, Licensed Distribution System Operator, SMRA or UMSO (as the case may be) shall automatically terminate.

3.4.9 Nothing in this Section J or BSCP537 shall prevent any person whose Qualification has been terminated, removed or surrendered from re-applying for Qualification at any time.

3.5 Re-Qualification

3.5.1 With the exception of a Supplier (in relation to its participation capacity as a Supplier) , a Licensed Distribution System Operator (in relation to its capacity as a Licensed Distribution System Operator), a Virtual Trading Party (in relation to its participation capacity as a Virtual Trading Party) and a Virtual Lead Party (in relation to its participation capacity as a Virtual Lead Party), each Qualified Person shall be required to re-Qualify prior to it being subject to a Material Change. BSCP537 may set out details or criteria as to what events may constitute a Material Change. These details or criteria may include but shall not be limited to.

(a) process, staff or system changes; or

(b) in the case of Party Agents (except Meter Administrators) and SMRAs a significant increase in the number of Metering Systems in relation to which that person performs or intends to perform the relevant functions described under the Code.

3.5.2 A Qualified Person with the exception of a Supplier (in relation to its participation capacity as a Supplier) , a Licensed Distribution System Operator (in relation to its capacity as a Licensed Distribution System Operator), a Virtual Trading Party (in relation to its participation capacity as a Virtual Trading Party) and a Virtual Lead Party (in relation to its participation capacity as a Virtual Lead Party), shall on an annual basis provide to BSCCo a written statement signed by a Board Director of the Qualified Person (or such other authorised person previously approved in accordance with BSCP38) stating whether or not it has been subject to a Material Change (other than such Material Change as may have been previously notified to BSCCo in writing or in respect of which it may have previously re-Qualified).

3.5.3 When a Qualified Person is required to re-Qualify it shall submit the appropriate application (as described in BSCP537) to BSCCo and paragraphs 3.3.1 to 3.3.19 (inclusive) shall apply as if references therein to "Qualification", "Qualify" and "Qualified" were references to "re-Qualification", "re-Qualify" and "re-Qualified".

3.5.4 Where the Performance Assurance Board is of the opinion (acting reasonably) that a Qualified Person must re-Qualify for whatever reason (including but not being limited to that Qualified Person having a number of non compliances identified in relation to it) then such person must undertake re-Qualification in accordance with this paragraph 3.5.

3.5.5 If any such Qualified Person is not so re-Qualified in accordance with this Section J and/or BSCP537, such Qualified Person’s Qualification shall automatically lapse to the extent that the Qualified Person is only allowed to operate and perform their functions, activities, responsibilities and obligations under the Code (as the case may be) in accordance with and to the level of their most recent previously approved Qualification.

3.6 Fees and expenses

3.6.1 The Performance Assurance Board shall determine and publish to Applicants, Qualified Persons (and such other persons who reasonably request the same) a Menu of Qualification Fees which may be charged by the Performance Assurance Board for the purposes of Qualification (or re-Qualification), and the Performance Assurance Board shall have the right to revise such fees from time to time.

3.6.2 Each Qualified Person shall pay its own costs and expenses incurred in connection with the Qualification Process or re-Qualification Process (as the case may be).

3.7 Referral to the Authority

3.7.1 The sole and exclusive remedy of an Applicant who is dissatisfied with any decision of the Performance Assurance Board in relation to Qualification, re-Qualification or removal of Qualification (as the case may be) (the "Dissatisfied Person") shall be to refer the matter to the Authority in accordance with this paragraph 3.7 for determination.

3.7.2 For a referral to be valid pursuant to paragraph 3.7.1, the Dissatisfied Person must:

(a) refer the matter for determination to the Authority in writing (with a copy to the Panel or the Performance Assurance Board in respect of a decision relating to removal of Qualification) no later than fourteen days after receipt by the Dissatisfied Person of the relevant decision of the Performance Assurance Board; and

(b) set out in its referral to the Authority (with reasons in support) the ground or grounds on which the Dissatisfied Person is making its application to the Authority which shall be one or more of the following (and no other):-

(i) that the Performance Assurance Board has not followed the procedures set out in Section J, Section Z and/or BSCP537; or

(ii) that the Performance Assurance Board has given undue weight to particular evidence submitted or to the lack of particular evidence; or

(iii) that the Performance Assurance Board has misinterpreted all or some of the evidence submitted in connection with such application; or

(iv) that, notwithstanding any restrictions that the Panel may place on the Performance Assurance Board in respect of any decision relating to the removal of Qualification as to how it is to assess and decide the matter, the Performance Assurance Board should not have taken into account the failure by the Dissatisfied Person to satisfy one or more specified requirements as set out in paragraph 3.4 or BSCP537.

3.7.3 On a valid referral pursuant to paragraph 3.7.1 the Authority may either determine the matter itself or, if it thinks fit, refer the matter for determination by an arbitrator appointed by it and, subject to paragraph 3.7.4, the practice and procedure to be followed in connection with any such determination shall be such as the Authority may consider appropriate.

3.7.4 In connection with any referral pursuant to paragraph 3.7.1 which the Authority determines itself, the Authority shall have:

(a) the right to engage an independent consultant selected by the Authority and to take and rely on the advice of such independent consultant; and

(b) the discretion to make a determination that the Dissatisfied Person should or should not be or remain Qualified notwithstanding that the ground on which the Dissatisfied Person has applied to the Authority is either the wrong ground or has not been proven.

3.7.5 The determination of the Authority or, as the case may be, the arbitrator pursuant to paragraph 3.7.3 shall be final, conclusive and binding on the Dissatisfied Person, the Performance Assurance Board, the Panel and all Parties, and may include a provision as to the payment in respect of the costs and expenses incurred by the person making the determination.

3.7.6 The Dissatisfied Person, the Panel or the Performance Assurance Board (as the case may be) and all Parties shall promptly give effect to any such determination.

3.7.7 For the avoidance of doubt, neither Section H7 nor Section H8 shall apply in the case where a Qualified Person is dissatisfied with any decision of the Performance Assurance Board referred to in paragraph 3.7.1.

3.8 Qualified Persons' Responsibilities

3.8.1 Applicants shall agree to be bound by the Qualification Process, the provisions of Section J, Section Z and/or BSCP537.

3.8.2 Each Applicant and each Qualified Person represents, warrants and undertakes to BSCCo (for itself and as trustee and agent for each other Party, the Panel, the Performance Assurance Board, any Panel Committee and/or the Performance Assurance Administrator) that:

(a) all information supplied by or on behalf of the Applicant or Qualified Person to the Panel, the Performance Assurance Board, any Panel Committee, BSCCo or the Performance Assurance Administrator in connection with the Qualification Process is true, complete and accurate and not misleading because of any omission or ambiguity or for any other reason, subject to disclosure, if any, acceptable to the Performance Assurance Board being made in advance of the provision of the relevant information to the Panel, the Performance Assurance Board, any Panel Committee, BSCCo or the Performance Assurance Administrator;

(b) completion of all documentation by or on behalf of the Applicant or Qualified Person in connection with the Qualification Process is and will remain the sole responsibility of the Applicant or Qualified Person;

(c) the Applicant or Qualified Person will duly complete all such documentation and provide all the information required by the Qualification Process within the time periods prescribed by BSCP537; and

(d) the Qualified Person has had the opportunity to take its own legal and other professional advice regarding the Qualification Process.

3.8.3 Without prejudice to the generality of paragraph 3.8.2, each Applicant and each Qualified Person shall confirm in writing to BSCCo (for itself and on behalf of the each other Party, the Panel, the Performance Assurance Board, the Performance Assurance Administrator and/or any Panel Committee,) in accordance with BSCP537 that each of the other representations, warranties and undertakings in this paragraph 3.8 are true and have been complied with as at the date on which it has been notified that its application(s) for Qualification will be considered by the Performance Assurance Board.

3.8.4 Each Applicant and each Qualified Person shall co-operate fully with the Panel, BSCCo, the Performance Assurance Board, the Performance Assurance Administrator and/or any Panel Committee, in the Qualification Process and, without prejudice to the generality of the foregoing, shall permit each of them reasonable access to the Applicant’s or Qualified Person’s business records, working papers and employees for the purposes of the Qualification Process upon not less than three Business Days’ advance notice.

3.8.5 Each Applicant and Qualified Person acknowledges and agrees that:

(a) it shall not, and shall not be entitled to, place any reliance on any working papers, opinion, statement, comment, report or other documentation prepared by or for (or any oral or written interpretation of, or any oral or written advice given in relation to, any such working papers, opinion, report or other documentation by or for) BSCCo, the Panel, the Performance Assurance Board, the Performance Assurance Administrator and/or any Panel Committee in connection with the Qualification Process unless such working papers, opinion, statement, comment, report or other documentation is expressly addressed to such Applicant or Qualified Person; and

(b) it shall keep confidential on the terms set out in Section H4.2 any working papers, opinions, statements, reports or other documentation referred to in paragraph (a) unless such working papers, opinions, statements, reports or other documentation is expressly addressed to such Applicant or Qualified Person.

3.8.6 It shall be a condition of any Qualification that the Qualified Party complies with the provisions of this Section J and of BSCP537.

3.9 Derogations

3.9.1 The Panel may issue a derogation, in accordance with BSCP537, to any Qualified Person in respect of the Qualification of such Qualified Person.

3.9.2 A derogation issued pursuant to paragraph 3.9.1 may relieve such Qualified Person from its obligation to comply with one or more specified provisions (a "derogated provision") of the Code and/or of a Code Subsidiary Document on such terms as the Panel may determine and such Qualified Person shall not be in breach of the requirements of the Code insofar as it fails to comply with any such derogated provision provided such Qualified Person is otherwise in compliance with the Code and with the terms of any such derogation.

3.9.3 A Qualified Person shall use its best endeavours to comply with the terms and conditions of any applicable derogation for so long as it is in effect.

3.9.4 A Party appointing or using a Qualified Person in respect of whom a derogation has been issued pursuant to this paragraph 3.9 shall have the benefit of such derogation (subject to paragraph 3.9.3) and, accordingly, such Party shall not be in breach of the requirements of the Code insofar as it or its appointed Qualified Person fails to comply with any such derogated provision provided such Party (and such Party's appointed Qualified Person) is otherwise in compliance with the Code and with the terms of any such derogation.

3.9.5 The provisions of this paragraph 3.9 shall not apply to a Qualified Person who is also a Supplier in relation to its participation capacity of a Supplier, a Licensed Distribution System Operator in relation to its participation capacity as a Licensed Distribution System Operator and/or an Unmetered Supplies Operator and/or a SMRA, a Virtual Trading Party in relation to its participation capacity as a Virtual Trading Party or a Virtual Lead Party in relation to its participation capacity as a Virtual Lead Party.

3.10 Surrender of Qualification

3.10.1 Subject to paragraph 3.10.2, a Qualified Person shall be entitled to surrender its Qualification by giving notice in writing to BSCCo ("surrender notice") specifying the time and date, being not less than three months after the date of the surrender notice, with effect from which the Qualified Person wishes to surrender its Qualification, and such Qualification shall thereafter terminate.

3.10.2 A Qualified Person shall not surrender its Qualification (and any surrender notice given seeking to do so shall be ineffective) if the Performance Assurance Board considers that it would be inappropriate for such surrender to take place including but not limited to reasons such as:

(a) any sums payable under the Code by such Qualified Person (whether or not due for payment and whether or not the subject of a dispute) remain, in whole or in part, to be paid by such Qualified Person; or

(b) the Qualified Person continues to be registered under the SMRS in respect of any Metering Systems or BM Units (as the case may be); or

(c) the Qualified Person has not provided to any relevant Party all relevant information that may be necessary for that Party to continue to comply with its obligations under the Code; or

(d) in the case of a Data Aggregator, that it has not completed processing all of its Settlement Runs for all Metering Systems for which it is responsible.

3.10.3 Where a Qualified Person is no longer trading as a commercial entity for whatever reason then the Performance Assurance Board may after a period of six months remove that person’s Qualification.

3.10.4 The provisions of this paragraph 3.10 shall only apply to those persons referred to in paragraph 1.2.2 with the exception of SVA Meter Operators.

4. APPOINTMENT and replacement OF PARTY AGENTS

4.1 Appointment

4.1.1 The provisions of this paragraph 4 apply in respect of those Party Agents referred to in paragraph 1.2.1, provided that in respect of SVA Meter Operator Agents, only paragraphs 4.2.5 to 4.2.9 (inclusive) shall apply.

4.1.2 The identity of each Party Agent for which a Party is responsible shall be determined by that Party save that:

(a) there must always be one and no more than one effective appointment of the relevant type of Party Agent (as applicable) at any time in relation to a particular Metering System in respect of any particular period;

(b) the provisions of paragraph 4.1.4 shall apply in relation to Shared SVA Metering Systems;

4.1.3 For the avoidance of doubt, the same person may be registered as a Party Agent in respect of more than one Metering System and/or as more than one Party Agent in respect of the same Metering System.

4.1.4 In respect of a Shared SVA Metering System, where the same SVA Metering Equipment measures Export Active Energy in respect of supplies to two or more Suppliers or Import Active Energy in respect of supplies by two or more Suppliers (as the case may be):

(a) the Primary Supplier shall:

(i) nominate a SVA Meter Operator Agent in accordance with the Retail Energy Code Metering Operations Schedule and a Data Collector for that Shared SVA Metering System and inform the Secondary Supplier(s) of that nomination; and

(ii) ensure that the nominated Data Collector is provided with the Allocation Schedule for that Shared SVA Metering System in accordance with BSCP550;

(b) all such Suppliers shall:

(i) secure that the nominated SVA Meter Operator Agent and Data Collector is appointed for that Shared SVA Metering System notwithstanding that the Metering System may have more than one SVA Metering System Number for the purposes of registration in CSS;

(ii) arrange for the Primary Supplier to notify the nominated SVA Meter Operator Agent and Data Collector of those SVA Metering System Numbers before their respective appointments as Party Agents come into effect;

(iii) notify the nominated SVA Meter Operator Agent of its appointment and the nominated Data Collector of its appointment at least five Business Days before such appointment is to come into effect and (if practicable) give them at least five Business Days' notice of the termination of their respective appointments; and

(c) each such Supplier shall appoint a Data Aggregator of its choice provided that the Primary Supplier shall in respect of any particular period appoint its Data Aggregator against its related SVA Metering System Number(s) and the Secondary Supplier(s) shall appoint their Data Aggregators against their related SVA Metering System Number(s) for such Shared SVA Metering System.

4.1.5 Where the same SVA Metering Equipment at a Third Party Generating Plant measures both Import Active Energy and Export Active Energy:

(a) the Supplier (or, in the case of a Shared SVA Metering System, the Primary Supplier) which is taking the Export Active Energy shall secure that the same SVA Meter Operator Agent is appointed in accordance with the Retail Energy Code in respect of the measurement of Export Active Energy as has been appointed in respect of the measurement of Import Active Energy; and

(b) the Supplier (or, in the case of a Shared SVA Metering System, the Primary Supplier) which is supplying the Import Active Energy shall provide the Party (or Primary Supplier, as the case may be) which is taking the Export Active Energy with details of the SVA Meter Operator Agent appointed in respect of the measurement of Import Active Energy, in accordance with BSCP550.

4.1.6 Where an Outstation or Outstations associated with a SVA Metering System at a Third Party Generating Plant is being used for the purposes of transferring data relating to both Import Active Energy and Export Active Energy:

(a) the Supplier (or, in the case of a Shared SVA Metering System, the Primary Supplier) which is taking the Export Active Energy shall, subject to paragraph (c) secure that the same Data Collector is appointed as is appointed to collect Import Active Energy from such Outstation;

(b) the Supplier (or, in the case of a Shared SVA Metering System, the Primary Supplier) which is supplying the Import Active Energy shall provide the Party (or Primary Supplier, as the case may be) which is taking the Export Active Energy with details of the Data Collector appointed in respect of the collection of data relating to Import Active Energy; and

4.1.7 Where the same Metering Equipment at an Exemptable Generation Plant is comprised both in an SVA Metering System and a CVA Metering System:

(a) the Party which is Registrant of the CVA Metering System shall secure that the same person is appointed as CVA Meter Operator Agent in relation to the CVA Metering System as is appointed in relation to the SVA Metering System under the Metering Operations Schedule of the Retail Energy Code;

(b) the Supplier which is Registrant of the SVA Metering System shall provide the Registrant of the CVA Metering System with details of the SVA Meter Operator Agent in relation to the SVA Metering System;

(c) both such Parties shall ensure that the person so appointed as CVA Meter Operator Agent and SVA Meter Operator Agent is appropriately Qualified under the relevant Industry Code;

(d) both such Parties shall notify the nominated Meter Operator Agent of its appointment at least five Business Days before such appointment is to come into effect and (if practicable) give it at least five Business Days' notice of the termination of its appointment.

4.1.8 Where the same Metering Equipment at an Exemptable Generating Plant is comprised in both an SVA Metering System and a CVA Metering System, and the same Outstation(s) are used for the purposes of transferring data relating to both Metering Systems:

(a) the Party which is Registrant of the SVA Metering System shall provide the Registrant of the CVA Metering System with details of the Data Collector appointed in relation to the SVA Metering System;

(b) the Party which is Registrant of the CVA Metering System shall request the CDCA to provide to such Data Collector access (pursuant to Section R1.4.7 and subject to the proviso in Section R1.4.6) to the relevant Communications Equipment.

4.2 Replacement

4.2.1 Each Party may arrange for any Party Agent for which it is responsible to be removed from time to time provided that a replacement Party Agent shall have been appointed and registered in accordance with this Section J with effect from the date of removal of the removed Party Agent.

4.2.2 Each Party shall ensure that the appointment of a Party Agent for which it is responsible shall terminate on the termination, surrender or removal of Qualification of such Party Agent.

4.2.3 Each Party shall ensure that there are appropriate arrangements in place in compliance with the relevant Party Services Lines with each Party Agent for which it is responsible from time to time to enable any replacement Party Agent for which it is responsible to take over the functions of a Party Agent whose appointment has expired or been terminated, including arrangements for the transfer of relevant data to such replacement Party Agent.

4.2.4 Any replacement of a Party Agent shall be undertaken in accordance with the relevant BSC Procedures relating to that Party Agent.

4.2.5 Subject to paragraph 4.2.6, paragraph 4.2.7 applies where:

(a) a Supplier proposes to carry out, on any day, the replacement of any Supplier Agent(s) appointed in relation to Non Half Hourly Metering Systems (an "agent replacement");

(b) the Panel has for the time being determined a threshold number for the purposes of paragraph (c)(i) or of paragraph (c)(ii);

(i) in aggregate, or

(ii) in any one SMRS,

exceeds the applicable threshold number for the time being determined by the Panel.

4.2.6 Paragraph 4.2.7 shall not apply if:

(a) the appointment of a replacement Supplier Agent(s) is to be made in consequence of the termination of the appointment of the existing Supplier Agent(s) either:

(i) pursuant to paragraph 4.2.2, or

(ii) as a result of the doing by, or occurrence in relation to, the existing Supplier Agent(s) of any of the things or events set out in Section H3.1.1(g) (construed as if references to the Defaulting Party were to the Supplier Agent); and

(b) the Supplier gives notice to the Panel, as much in advance as is reasonably practicable, of the proposed agent replacement, certifying that the case falls within paragraph (a), and specifying the date on which the agent replacement is to be carried out and the SMRSs which are affected.

4.2.7 Where this paragraph applies:

(a) the Supplier shall submit to the Panel, in accordance with BSCP513, an application for approval to carry out the agent replacement, including:

(i) a proposed timetable and methodology for carrying out the agent replacement;

(ii) such confirmation as the Panel may require, from the Supplier, the existing Supplier Agent(s), the proposed replacement Supplier Agent(s) and each relevant SMRA, as to their respective abilities to manage and carry out the agent replacement;

(iii) such further details as may be required in accordance with BSCP513;

and the Supplier shall not carry out the agent replacement without the prior approval of the Panel;

(b) the Supplier shall discuss its application with the Panel, and/or provide such further information to the Panel, as the Panel may require in connection with its consideration of the application;

(c) the Panel may require changes to the proposed timetable (including the day on which the replacement is to be carried out) and methodology and/or may impose additional requirements for the agent replacement as a condition of giving its approval therefor;

(d) the Panel shall consider the application and notify the Supplier whether it is approved as soon as reasonably practicable;

(e) the Panel may (notwithstanding it has already approved the application) require changes or further changes to the proposed timetable or methodology for the agent replacement, if the Panel is subsequently notified that another Supplier will carry out an excepted agent replacement on the same day as the proposed agent replacement;

(f) if the application is approved, the Supplier (if it decides to proceed) shall so notify BSCCo and shall carry out the agent replacement in accordance with the proposed timetable and methodology with such changes, and in accordance with such other requirements, as the Panel may have required under paragraph (c) or (e).

4.2.8 If a Supplier:

(a) notifies BSCCo under paragraph 4.2.7(f) that it will proceed with an agent replacement, or

(b) notifies the Panel of an excepted agent replacement in accordance with paragraph 4.2.6.

BSCCo shall place on the BSC Website a statement to the effect that an agent replacement within paragraph 4.2.5 is to be carried out, specifying the date on which it is to be carried out and the SMRSs affected.

4.2.9 For the purposes of paragraphs 4.2.5 to 4.2.8:

(a) references to carrying out on a day the replacement of a Supplier Agent are to implementing on that day the procedures under the Code for such replacement, irrespective of the date(s) from which such replacement is to be effective;

(b) an "excepted agent replacement" is an agent replacement in a case falling within paragraph 4.2.6 but in relation to which either test in paragraph 4.2.5(c) is met.

5. PARTY RESPONSIBILITIES

5.1 Parties Responsibilities

5.1.1 Each Supplier shall ensure that it and each of its Supplier Agents who are to be responsible for SVA Metering Systems within a SMRS has satisfied the requirements of the Supplier Qualification Process in accordance with this Section J and BSCP537 before any registration of that Supplier in respect of a SVA Metering System in that SMRS becomes effective.

5.1.2 This paragraph 5 shall apply on a Supplier ID basis and its provisions shall be construed accordingly.

5.1.3 Each Virtual Lead Party and Virtual Trading Party or Supplier shall ensure that it and each of its Asset Metering Party Agents who are to be responsible for Asset Metering Systems within the AMRS has satisfied the requirements of the Qualification Process in accordance with this Section J and BSCP537 before any registration of that Asset Metering Party Agent in respect of an Asset Metering System in the AMRS becomes effective.

5.2 Not Used

5.3 Qualification

5.3.1 A Party shall only appoint and use as Party Agents persons who have complied with and satisfied the requirements of Section O3.2 in respect of such Party Agent (to the extent applicable to such Party Agent) with the exception of a Party Agent that is an SVA Meter Operator.

5.3.2 If a Party Agent fails to comply in any material respect with the provisions of Section O applicable to such Party Agent:

(a) the Panel may determine that such Party Agent shall no longer be entitled to carry out the functions for which it is responsible until and unless it has remedied such failure;

(b) if the Panel so determines, each Party which has appointed such Party Agent shall appoint another Party Agent, within a time specified by the Panel, to carry out those functions in its place.

5.3.3 The provisions of paragraph 5.3.2 are without prejudice to a Party's obligations under paragraphs 1.2.5 and 1.2.8.

6. REGISTRATION

6.1 Obligation to register

6.1.1 Where a Party is required, by virtue of paragraph 1.2.1, to appoint and use a Party Agent, such Party shall register the identity of the person(s) appointed by such Party to act as its Party Agent (including where such Party is to discharge the relevant function itself pursuant to paragraph 1.2.4) in accordance with the provisions of this paragraph 6.1.

6.1.2 In respect of each Metering System and each type of Party Agent responsible for functions in relation to that Metering System, no more than one person may be registered at any one time as such Party Agent, subject to paragraph 4.1.4(c).

6.1.3 In respect of each CVA Metering System for which a Party is or is to be the Registrant:

(a) such Party shall register (and ensure that there is registered at all times) in CMRS the identity of the person appointed to act as its CVA Meter Operator Agent with effect from the time when it becomes the Registrant of such CVA Metering System and for so long as it remains the Registrant of such CVA Metering System.

(b) such registration shall not be effective until BSCCo confirms to the CDCA that such person is Qualified.

6.1.4 In respect of each SVA Metering System for which a Supplier is or is to be the Registrant, such Supplier shall register (and ensure that there is registered at all times) in SMRS the identity of the person(s) appointed to act as the following Supplier Agents (as applicable to such SVA Metering System) with effect from the time when it becomes the Registrant of such SVA Metering System and for so long as it remains the Registrant of such Metering System:

(a) SVA Meter Operator Agent;

(b) Data Collector;

(d) Meter Administrator

in each case in accordance with the provisions of BSCP501 and the provisions of the Retail Energy Code.

6.1.4A In respect of each Asset Metering System for which a Virtual Trading Party or Virtual Lead Party or Supplier is or is to be the Registrant, such Virtual Trading Party or Virtual Lead Party or Supplier shall register (and ensure that there is registered at all times) in AMRS the identity of the person(s) appointed to act as the following Asset Metering Party Agents (as applicable to such Asset Metering System) with effect from the time when it becomes the Registrant of such Asset Metering System and for so long as it remains the Registrant of such Asset Metering System:

(a) Meter Operator Agent;

(b) Data Collector;

in each case in accordance with the provisions of BSCP602.

6.2 Change of registration

6.2.1 The provisions of paragraph 6.1 shall apply mutatis mutandis in respect of the registration of any replacement Party Agent.

6.3 ECVNAs and MVRNAs

6.3.1 The provisions of Section P shall apply in relation to the submission of ECVNA Authorisations and MVRNA Authorisations.

6.3.2 No ECVNA Authorisation or MVRNA Authorisation shall become effective until and unless BSCCo has confirmed to the ECVAA that the provisions of this Section J, as they relate to ECVNAs or MVRNAs (as the case may be), have been satisfied in respect of the person forming the subject of such Authorisation.

7. PERFORMANCE ASSURANCE

7.1 Performance Assurance

7.1.1 Each Party shall ensure that it and each of its Party Agents comply with the data provision requirements (if any) which relate to the performance of such Party and/or its Party Agents as set out in the Code or any relevant BSC Procedures.

7.1.2 The performance of Party Agents, SMRAs and/or a Licensed Distribution System Operators acting in their capacity as an Unmetered Supplies Operators shall be determined by the Performance Assurance Board in accordance with the process and techniques described in Section Z and any relevant BSC Procedures to the extent applicable to such person.

7.1.3 Those persons referred to in paragraph 7.1.2 shall provide, or procure the provision of, such reports to the Performance Assurance Board as may from time to time be reasonably required in accordance with any relevant BSCP in order to enable the Performance Assurance Board to review the standards of performance of or compliance by that person with the relevant requirements of the Code and any relevant BSCP.

7.1.4 Each person referred to in paragraph 7.1.2. shall provide the Panel and the Performance Assurance Board with access to all of its records, data and other information as may reasonably be required by the Panel or (as the case may be) the Performance Assurance Board in order to carry out their functions in accordance with this paragraph 7 or under the Code and any relevant BSCP, or procure that such access is provided.

7.1.5 Performance Monitoring Reports shall be produced and circulated in accordance with any relevant BSCP.

AMENDMENT RECORD – SECTION J

Section J

Version 24.0

Effective Date: 27 February 2025

Modification Proposal	Decision Date	Implementation Date	Version
P476	23/01/24	27/02/25	24.0
P442	08/02/24	27/02/25	24.0
P415	06/11/23	07/11/24	23.0
P395	06/10/22	02/11/23	22.0
P450	12/01/23	23/02/23	21.0
P436	14/04/22	18/07/22	20.0
P433 Self Governance	13/01/22	30/06/22	19.0
P375	24/02/21	30/06/22	19.0
P420	23/07/21	01/09/21	18.0
P411	13/08/20	05/11/20	17.0
P354	18/06/18	01/04/20	16.0
P344	24/08/18	28/02/19	16.0
P386 Self Governance	13/06/19	07/11/19	15.0
P283	31/07/13	06/11/14	13.0
P207	10/07/07	10/09/07	12.0
P209	16/03/07	23/08/07	11.0
P197	10/08/06	23/08/07	11.0
P208	16/01/07	22/02/07	10.0
P190	14/11/05	28/06/06	9.0
P164	08/06/04	30/06/04	8.0
P99	25/07/03	01/05/04	7.0
P62	12/08/02	01/08/03	6.0
P106	22/04/03	24/06/03	5.0
P63	20/01/03	17/02/03	4.0
P55	06/06/02	06/06/02	3.0
P67	01/03/02	08/03/02	2.0

CONTENTS

(This page does not form part of the BSC)

SECTION K: CLASSIFICATION AND REGISTRATION OF METERING SYSTEMS AND BM UNITS

1. GENERAL

1.1 Introduction

1.1.1 This Section K sets out the basis for:

(a) identifying the Parties which are responsible (for the purposes of the Code) for Exports and Imports of electricity at Boundary Points;

(b) the registration in the names of such Parties of the Metering Systems installed (in accordance with Section L) for the purposes of measuring separately such Exports and Imports;

(c) such Parties to establish and register Primary BM Units comprising the Plant and Apparatus for whose Exports and Imports they are responsible, and to assign those Primary BM Units to Trading Units;

(d) the approval of Line Loss Factors by the Panel;

(e) Virtual Lead Parties to establish and register Secondary BM Units comprising the Plant and Apparatus with which such Virtual Lead Parties may provide Balancing Services;

(f) Virtual Lead Parties and Suppliers to establish and register Asset Metering Systems, where so elected in accordance with BSCP602

(g) Parties to register Baselined BM Units where so elected; and

(h) Virtual Trading Parties to establish and register Trading Secondary BM Units comprising the Plant and Apparatus for the purpose of identifying the Deviation Volumes for which those Virtual Trading Parties are responsible.

1.1.1A References to a BM Unit in this Section K, other than in paragraphs 6 and 8, shall mean a Primary BM Unit unless expressly stated otherwise.

1.1.2 This Section K also sets out the requirements for Parties to register Metering Systems at Systems Connection Points for which they are responsible.

1.1.3 In relation to an Interconnector, in the case of any inconsistency between the provisions of paragraph 5 and the other provisions of this Section K, the provisions of paragraph 5 shall prevail.

1.1.4 For the purposes of the Code:

(a) in relation to the terms Export and Import, references to the Plant or Apparatus of a Party shall be treated as including:

(i) the premises of a Customer supplied by that Party;

(ii) Plant and Apparatus of a Third Party Generator for whose Exports that Party has elected to be responsible in accordance with paragraph 1.2.2(a)(ii)(2);

(iii) Plant or Apparatus (whether or not owned or operated by that Party), not forming part of the Total System, by which electricity is transported from the Total System to premises supplied by the Total System or (as the case may be) to the Total System from Generating Plant providing electricity to the Total System;

(iv) an Interconnector in relation to which that Party is an Interconnector User.

(b) subject to paragraphs (c), (d), (e) and (f), unless otherwise provided:

(i) "Export" means, in relation to a Party, a flow of electricity at any instant in time from any Plant or Apparatus (not comprising part of the Total System) of that Party to the Plant or Apparatus (comprising part of the Total System) of a Party;

(ii) "Import" means, in relation to a Party, a flow of electricity at any instant in time to any Plant or Apparatus (not comprising part of the Total System) of that Party from the Plant or Apparatus (comprising part of the Total System) of a Party;

and Export and Import, as verbs, shall be construed accordingly;

(d) for the purposes of paragraph (c), in relation to a Party any flow (under paragraph b(i) and (ii) respectively) which occurs at a Boundary Point:

(i) to or from Plant or Apparatus of that Party shall be considered to be a single Export or Import of that Party;

(ii) to or from the Plant or Apparatus of that Party shall be considered to be a separate Export or Import from any Export or Import of any other Party.

(e) notwithstanding paragraphs (c) and (d):

(i) the flow to or from each Generating Unit (where such Generating Unit individually constitutes or is capable of constituting a Licensable Generating Plant) and is not comprised in a CCGT Module and to or from the associated unit transformer of that Generating Unit (if any) shall be combined. Such combined flow shall be considered to be a single Export or Import and separate from any Export or Import of any other Plant or Apparatus; and

(ii) the flow to or from a station transformer associated with a Licensable Generating Plant shall be considered to be a single Export or Import, and separate from any Export or Import of any other Plant or Apparatus.

(f) for the purposes of paragraph (b):

(i) an Export includes:

(1) "Active Export", which is a flow of Active Energy at any instant in time from any Plant or Apparatus (not comprising part of the Total System) of that Party to the Plant or Apparatus (comprising part of the Total System) of a Party; and

(2) "Active Export Related Reactive Energy", which is any flow of Reactive Energy which occurs at the same Boundary Point at the same instant of time as an Active Export,

and shall be treated as a single flow of electricity, the direction of such flow being the direction of flow of the Active Energy; and

(ii) an Import includes:

(1) "Active Import", which is a flow of Active Energy at any instant in time to any Plant or Apparatus (not comprising part of the Total System) of that Party from the Plant or Apparatus (comprising part of the Total System) of a Party; and

(2) "Active Import Related Reactive Energy", which is any flow of Reactive Energy which occurs at the same Boundary Point at the same instant of time as an Active Import,

and shall be treated as a single flow of electricity, the direction of such flow being the direction of flow of the Active Energy.

1.1.5 Notwithstanding paragraph 1.1.4, the Exports or Imports of electricity from or to an Offshore Power Park Module(s) comprised in a BM Unit shall be considered to be a single Export or Import, and (notwithstanding any other provision in the Code) the Party responsible for such Exports and/or Imports may locate the Metering Equipment which it is required to install pursuant to this Section K at any location permitted by the relevant Code of Practice. In the event that the Party does so, such location shall be deemed to be the relevant Boundary Point for the purposes of the Code and to be the only Boundary Point at which Metering Equipment relating to such Exports and Imports is required to be installed.

1.1.6 A Party who has located Metering Equipment at a deemed Boundary Point in accordance with paragraph 1.1.5 shall ensure that appropriate accuracy compensation is applied in accordance with the relevant Code of Practice.

1.2 Obligations of Parties in relation to Exports and Imports

1.2.1 Subject to the further provisions of this Section K, the Party responsible (in accordance with paragraph 1.2.2 below) for any Exports or Imports of electricity at a Boundary Point shall:

(a) install, maintain and operate or secure that there is installed, maintained and operated, subject to and in accordance with Section L, Metering Equipment by which (over periods and otherwise in accordance with the further requirements of the Code) the quantities of such Exports and Imports separately can be measured, but subject to the provisions of paragraph 1.2.6 and Section S8 as to Unmetered Supplies;

(b) register the Metering System(s) which result or will result from installation of such Metering Equipment, in accordance with paragraph 2;

(d) assign each BM Unit to a Trading Unit established and registered in accordance with paragraph 4.

1.2.2 For the purposes of the Code:

(a) the Party "responsible" for an Export:

(i) in the case of an Export from a Generating Plant, subject to paragraph (ii), shall be the Party which generates electricity at that Generating Plant;

(ii) in the case of an Export from Exemptable Generating Plant:

(1) where the person which generates electricity at that Generating Plant is a Party and has elected (by applying to register Metering System(s) for that Generating Plant in accordance with paragraph 2) to be responsible for such Export, shall be that Party;

(2) subject to paragraph 2.5, where the person (whether or not a Party) which generates electricity at that Generating Plant has for the time being authorised a Party to accept responsibility for that Export, and that Party has elected (by applying to register Metering System(s) for that Generating Plant in accordance with paragraph 2) to be so responsible, shall be that Party;

provided that no Party shall be so responsible unless it has so elected;

(iii) in the case of an Export from an Interconnector, shall be determined in accordance with paragraph 5;

(iv) in any other case, shall be determined by the Panel after consultation with the Authority, on application of any Party;

(b) the Party "responsible" for an Import:

(i) in the case of an Import constituting the supply of electricity to premises connected to the Total System, whether or not for consumption at those premises, shall be the person who supplies electricity to those premises;

(ii) in the case of an Import to any Generating Plant at which electricity is generated by a Party holding a Generation Licence, shall be that Party;

(iii) in the case of an Import to an Interconnector, shall be determined in accordance with paragraph 5;

(iv) in the case of an Import (not constituting the supply of electricity to premises) to a distribution system connected to a Distribution System, shall be the person recognised under the REC as responsible for such Import;

(v) in any other case, shall be determined by the Panel after consultation with the Authority, on application of any Party;

(c) Generating Plant is "Exemptable" Generating Plant where the person generating electricity at that Generating Plant is, or would (if it generated electricity at no other Generating Plant and/or did not hold a Generation Licence) be, exempt from the requirement to hold a Generation Licence;

(d) Generating Plant which is not Exemptable is "Licensable" Generating Plant;

(e) in paragraph (b)(i), references to the supply of electricity includes the provision of electricity to a person (whether or not the same as the person providing the electricity) at premises connected to the Transmission System.

1.2.3 A Party shall not commence or permit to be commenced any Exports or Imports for which that Party is to be responsible until that Party has complied with the requirements in paragraph 1.2.1 and the registrations under paragraphs (b) and (c) thereof have become effective.

1.2.4 Where a Party has failed for any period to comply with any requirements in paragraph 1.2 in relation to any Plant or Apparatus for which it is responsible, nothing in the Code shall prevent such Party from being held liable for payment of any amount by way of Trading Charges in such period, where (on the basis of retrospective application of steps taken to comply or otherwise) the Code provides for the amount for which the Party is or would have been so liable to be established or determined for the purposes of Settlement.

1.2.5 The Party responsible for any Exports or Imports at a Boundary Point shall ensure that it (or the person otherwise required to do so) has entered into and has in full force and effect all appropriate Connection Agreements with respect to its Exports or Imports at that Boundary Point.

1.2.6 Subject to paragraph 1.2.7, for the purposes of the Code, the Party responsible (in accordance with this paragraph 1.2) for any Imports or Exports of electricity at a single Boundary Point shall ensure that any associated quantities of Active Export Related Reactive Energy and Active Import Related Reactive Energy are measured separately.

1.2.7 The provisions of paragraph 1.2.6 shall not apply in the following circumstances:

(a) where the Metering Equipment is Non Half Hourly Metering Equipment, except as required by the relevant Codes of Practice;

(b) where the Metering Equipment at a Boundary Point is comprised only in CVA Metering Systems, the Registrant of such Metering Systems shall not be required to measure separately Active Export Related Reactive Energy and Active Import Related Reactive Energy, except as required by the relevant Codes of Practice;

(i) is not a 100kW Metering System in relation to Imports; and

(ii) does not exceed the Small Scale Third Party Generating Plant Limit in relation to Exports,

and the requirements set out in the relevant Code of Practice in relation thereto provide otherwise; and

(d) the relevant Code of Practice or Metering Dispensation applicable to a Metering System existed prior to the Relevant Implementation Date,

provided that, for the purposes of this paragraph 1.2.7, the term "relevant Code of Practice" shall have the same meaning as set out in Section L3.2.2, subject to Section L paragraphs 3.2.5, 3.2.6 and 3.3.

1.3 Obligations of Parties in relation to Systems Connection Points

1.3.1 Subject to the further provisions of this Section K, the Party responsible for any Systems Connection Point shall:

(a) install, maintain and operate, or secure that there is installed, maintained and operated, in accordance with Section L, Metering Equipment by which (in accordance with the further requirements of the Code), at the Systems Connection Point, the quantities of electricity flowing between the Systems which are connected at that point can be measured; and

(b) register the Metering System(s) which result or will result from such installation in accordance with paragraph 2.

1.3.2 For the purposes of paragraph 1.3.1, the Party responsible for a Systems Connection Point shall be:

(a) in the case of a Grid Supply Point other than an Offshore Transmission Connection Point, the Distribution System Operator whose System is directly connected to the Transmission System at that point;

(b) in the case of a Distribution Systems Connection Point, the Distribution System Operator nominated in accordance with paragraph 1.3.3; and

1.3.3 The Distribution System Operators whose Distribution Systems and/or Associated Distribution Systems are connected at a Distribution Systems Connection Point shall, in accordance with BSCP20 and BSCP25, agree between themselves and nominate which of them shall be responsible for such Systems Connection Point.

1.4 Changes in Transmission System Boundary Points and Systems Connection Points

1.4.1 The requirements of this paragraph 1.4 are to be complied with in accordance with BSCP25 by:

(a) the NETSO, in relation to Transmission System Boundary Points and Grid Supply Points;

(b) each Distribution System Operator in relation to Distribution Systems Connection Points and any Distribution Interconnector Boundary Point on its Distribution System(s) and Associated Distribution System(s) (if any).

1.4.2 The NETSO and each Distribution System Operator (as applicable, in accordance with paragraph 1.4.1) shall ensure that the CRA is informed of the location of each Transmission System Boundary Point, Systems Connection Point and Distribution Interconnector Boundary Point.

1.4.3 Where there is to be a new Transmission System Boundary Point, Systems Connection Point, or Distribution Interconnector Boundary Point, as a result of any new connection to be made to any System, or a decommissioned connection at any Transmission System Boundary Point, Systems Connection Point or Distribution Interconnector Boundary Point is to be re-energised:

(a) the NETSO or the relevant Distribution System Operator(s) (as applicable, in accordance with paragraph 1.4.1) shall inform the CRA of the date from which and location at which such connection is to be made or (as the case may be) of the connection which is to be re-energised;

(b) the CRA shall so inform BSCCo; and

(c) the NETSO or the relevant Distribution System Operators shall not energise or re-energise such connection, or (as the case may be) permit such connection to be energised or reenergised, until BSCCo has confirmed to it that:

(i) a Party has complied with the requirements referred to in paragraph 1.2 in relation to the Transmission System Boundary Point or Distribution Interconnector Boundary Point or (as the case may be) paragraph 1.3 in relation to the Systems Connection Point, and that the Party’s registrations required pursuant to those paragraphs have become effective; and

(ii) in the case of a Systems Connection Point, where applicable, Aggregation Rules have been submitted in accordance with Section R3.2.3(b) pursuant to which the relevant Distribution System(s) are included in a GSP Group.

1.4.4 Where a connection to the Transmission System or any Distribution System, constituting a Transmission System Boundary Point, Distribution Interconnector Boundary Point or Systems Connection Point, is to be or has been decommissioned:

(a) the NETSO or the relevant Distribution System Operator(s) shall so inform the CRA;

(b) the CRA shall so inform BSCCo.

1.5 Exemptable Generating Plant

1.5.1 Where any Party which is or is to be responsible for any Generating Plant intends to effect any registration (other than the making of an election as referred to in paragraph 1.2.2(a)(ii)(2) in the case of an SVA Metering System) or take any other step in pursuance of any provision of this Section K which applies by reason of that Generating Plant being Exemptable, that Party shall first provide to BSCCo:

(a) subject to paragraph 1.5.7, details of the Generating Plant and the reasons for which the Party believes the Generating Plant to be Exemptable; and

(b) in accordance with paragraph 3.5.5, the P/C Status that the Lead Party elects for each BM Unit that comprises such Generating Plant should the Generating Plant be determined to be Exemptable.

1.5.2 Within twenty Business Days after receiving any notification under paragraph 1.5.1 BSCCo shall:

(a) take such measures as it considers appropriate to verify whether or not the Generating Plant is Exemptable, and

(b) notify the Party of its conclusions.

1.5.3 The Party shall provide such further details as BSCCo may reasonably request for the purposes of such verification.

1.5.4 Where the Party disagrees with the conclusions of BSCCo under paragraph 1.5.2(b), that Party may refer the matter to the Panel, and the Panel shall determine whether (in its opinion) the Generating Plant is Exemptable, and notify to the Party its determination which shall be binding for the purposes of the Code subject to paragraph 1.5.5.

1.5.5 Within twenty Business Days after the Panel has notified its determination under paragraph 1.5.4, the Party may, if it wishes the matter to be determined by the Authority, refer to the Authority the question of whether the Generating Plant is Exemptable.

1.5.6 Wherever pursuant to this Section K the CRA or CDCA receives any application for or other notification of a registration or step within paragraph 1.5.1, the CRA or CDCA shall apply to BSCCo for confirmation as to whether the Generating Plant in question is Exemptable, and shall not validate or accept the same unless BSCCo has given such confirmation.

1.5.7 In the case of Generating Plant whose Exports are measured by SVA Metering Systems, BSCCo may:

(a) require the Party to provide (instead of details and reasons as referred to in paragraph 1.5.1) a certificate, signed by a director of that Party, as to the matters referred to in that paragraph (and may require the Party pursuant to Section U1.2.3 to update such certificate from time to time), and

(b) rely on that certificate instead of taking measures under paragraph 1.5.2.

1.5.8 Where:

(a) it has been determined in accordance with the foregoing provisions that particular Generating Plant is Exemptable, and

(b) at any later time BSCCo becomes aware of any change in relevant circumstances or otherwise has good reason to believe that the position may be different,

BSCCo may require that the relevant Party to comply or comply again with paragraph 1.5.1 or 1.5.7(a).

1.6 Identity of Metering Systems

1.6.1 The composition of Metering Systems shall be determined for the purposes of the Code in accordance with the following provisions:

(a) subject to paragraphs (b), (c), (d) and (e), in relation to any Site and any Party, the commissioned Metering Equipment installed for the purposes of measuring the quantities of Exports and Imports at the Boundary Point(s) (collectively) associated with that Site for which that Party is responsible is either:

(i) a single Metering System; or

(ii) such greater number of Metering Systems as that Party applies (in accordance with paragraph 2) to register,

irrespective of whether all or part of the same Metering Equipment is also used to measure the quantities of Imports and/or Exports for which another Party is responsible at that Site, but subject to paragraph 2.5;

(b) in relation to any Site with associated Interconnector Boundary Point(s), the commissioned Metering Equipment installed for the purposes of measuring the quantities of Exports and Imports at the Interconnector Boundary Point(s) (collectively) associated with that Site is either:

(i) a single Metering System; or

(ii) such greater number of Metering Systems as the Party who is to be the Registrant pursuant to paragraph 5.3 applies (in accordance with paragraph 2) to register;

(c) in relation to any Site with associated Systems Connection Point(s) and any Party, the commissioned Metering Equipment installed for the purposes of measuring flows of electricity at the Systems Connection Point(s) (collectively) associated with that Site for which that Party is responsible is either:

(i) a single Metering System; or

(ii) such greater number of Metering Systems as that Party applies (in accordance with paragraph 2) to register,

irrespective of whether all or part of the same Metering Equipment is also used to measure the quantities of Imports and/or Exports for which another Party is responsible at that Site;

(d) where the Metering System is or is to be registered in SMRS, the commissioned Metering Equipment installed for the purposes of measuring the quantities of Exports and Imports for which a Party is responsible at a Metering Point shall be a single Metering System (but subject to paragraph 2.5);

(e) in relation to an Unmetered Supply, the Equivalent Meter or Profiled Unmetered Supply for the purposes of calculating the quantities of Imports and Exports for which a Party is responsible at a Metering Point shall be a single Metering System.

(f) In relation to Plant and/or Apparatus used by a Virtual Lead Party to provide Balancing Services, the commissioned Metering Equipment (not forming part of the Boundary Point Metering System) that is installed, maintained and operated or secured to be installed, maintained and operated by that Virtual Lead Party, to measure the flow of electricity to or from such Plant and/or Apparatus, for Settlement purposes.

(g) In relation to any Asset Metering System registered by a Supplier in accordance with BSCP602 for the purposes of inclusion in an EMR AMSID Declaration.

1.6.2 For the purposes of paragraphs 1.6.1(a) - (f), 5.7.1 and Annex K-2 1.6.1 a "Site" is:

(a) a location containing one or more Boundary Points (other than Interconnector Boundary Point(s)) and at which there is situated:

(i) a single Generating Plant; or

(ii) a single set of premises; or

(iii) any combination of one or more Generating Plants and/or sets of premises which may, in the CDCA's reasonable opinion (having regard, among other things, to their physical proximity), be considered to be managed as a single site; or

(iv) any other collection of Plant or Apparatus which the CDCA approves for these purposes (on a case by case basis) consistent with the principles in paragraphs (i), (ii) and (iii);

(b) a location containing one or more Interconnector Boundary Points and at which there is situated a single sub-station; or

provided that a location which satisfies more than one of paragraphs (a), (b) or (c) shall constitute a Site in respect of each of paragraphs (a), (b) and/or (c) (as the case may be) individually.

1.6.3 For the avoidance of doubt, the provisions as to the configuration of Metering Systems contained in this paragraph 1.6 are without prejudice to and shall not affect the rules as to the configuration of BM Units as set out in paragraph 3.1.

1.7 Line Loss Factors

1.7.1 Line Loss Factors applying in respect of Metering Systems on Distribution System(s) and Associated Distribution System(s) shall be established in accordance with this paragraph 1.7.

1.7.2 Line Loss Factors may be established for a single Metering System or for a class (of a description specified by the Licensed Distribution System Operator) of Metering System.

1.7.3 For the avoidance of doubt, a Line Loss Factor relating to a Metering System at a Boundary Point on a Distribution System where such Distribution System is indirectly connected to the Transmission System must, when applied to data relating to such Metering System, converts such data into a value at the Transmission System Boundary, with such Line Loss Factor to take into account distribution losses both on:

(a) that Distribution System; and

(b) on the Distribution System by which it is indirectly connected to the Transmission System.

1.7.4 Principles ("LLF methodology principles") pursuant to which each Licensed Distribution System Operator shall establish a methodology ("LLF methodology") for calculating the Line Loss Factors applying in respect of each Metering System or any class of Metering System on its Distribution System(s) (or Associated Distribution System(s) (if applicable)) shall be contained in BSCP128.

1.7.5 The LLF methodology principles shall seek to balance the requirements for accuracy and consistency of Line Loss Factors and transparency in the establishment of methodologies for calculating Line Loss Factors with the requirement for administrative convenience.

1.7.6 Each Licensed Distribution System Operator shall:

(a) prepare a proposed LLF methodology in accordance with BSCP128 and the LLF methodology principles and submit the proposed LLF methodology to BSCCo;

(b) where authorised to do so by the Panel take into account market wide issues in preparing such proposed LLF methodology; and

(c) in accordance with BSCP128, in respect of each BSC Year after the first year for which such LLF methodology was approved by the Panel pursuant to paragraph 1.7.7(d), either:

(i) confirm to BSCCo that the prevailing LLF methodology remains consistent with the LLF methodology principles and has not been revised; or

(ii) prepare a proposed revised LLF methodology in accordance with the LLF methodology principles and submit the proposed revised LLF methodology to BSCCo.

1.7.7 In relation to each BSC Year, in accordance with BSCP128:

(a) BSCCo shall review each proposed LLF methodology (which term in this paragraph 1.7.7 shall include a proposed revised LLF methodology) submitted pursuant to paragraph 1.7.6, as to its compliance with the LLF methodology principles;

(b) BSCCo when carrying out the review in accordance with paragraph 1.7.7(a) shall identify:

(i) any non-compliance in the proposed LLF methodology with the LLF methodology principles; or

(ii) a failure by the Licensed Distribution System Operator to submit a proposed LLF methodology or the confirmation referred to in paragraph 1.7.6(c)(i) within the required time and in accordance with the requirements of BSCP128,

and thereafter BSCCo shall so inform the Licensed Distribution System Operator and may allow the Licensed Distribution System Operator to amend or submit its proposed LLF methodology or confirmation (as applicable) within the further timescales provided in BSCP128;

(i) recommend the approval of each proposed LLF methodology where no non-compliance with the LLF methodology principles was identified or where a non-compliance that was identified has been corrected; or

(ii) state if any continuing non-compliance(s) were identified in the proposed LLF methodologies with the LLF methodology principles; or

(iii) state that the Licensed Distribution System Operator has failed (by the required time and in accordance with the requirements of BSCP128) to submit a proposed LLF methodology or (as the case may be) give the confirmation required under paragraph 1.7.6(c)(i);

(d) the Panel shall upon receipt of the report referred to in paragraph 1.7.7(c):

(i) consider whether the proposed LLF methodology complies with the LLF methodology principles and, if it does so comply, approve the proposed LLF methodology; or

(ii) note any non-compliance(s) in respect of each proposed LLF methodology with the LLF methodology principles; or

(iii) note that the Licensed Distribution System Operator failed by the required time and in accordance with the requirements of BSCP128 to submit a proposed LLF methodology or (as the case may be) give the confirmation required under paragraph 1.7.6(c)(i);

(e) BSCCo shall prepare and issue to each Licensed Distribution System Operator a report relating to paragraph 1.7.7(d) which shall, in respect of that Licensed Distribution System Operator:

(i) state whether their proposed LLF methodology has been approved by the Panel; or

(ii) identify any non-compliance(s) in their proposed LLF methodology with the LLF methodology principles that were noted by the Panel; or

(iii) confirm that the Panel has noted that the Licensed Distribution System Operator failed by the required time and in accordance with the requirements of BSCP128 to submit a proposed LLF methodology or (as the case may be) give the confirmation required under paragraph 1.7.6(c)(i); and

(f) BSCCo shall prepare and provide to the Performance Assurance Board a report giving details of all non-compliance(s) noted by the Panel in accordance with paragraph 1.7.7(d)(ii) and any failure referred to in paragraph 1.7.7(d)(iii).

1.7.8 In accordance with BSCP128 each Licensed Distribution System Operator shall:

(a) calculate Line Loss Factors in accordance with its relevant LLF methodology as approved by the Panel under paragraph 1.7.7(d); and

(b) submit to BSCCo such Line Loss Factors in relation to each BSC Year;

in respect of each Metering System or class of Metering System on its Distribution System(s) (or Associated Distribution System(s) (if applicable)).

1.7.9 BSCCo shall, in relation to each BSC Year, in accordance with BSCP128:

(a) carry out an audit, on the basis (including as to representative samples) provided in BSCP128, and in respect of the Line Loss Factors submitted by each Licensed Distribution System Operator, as to their compliance with the applicable approved LLF methodology and other requirements of the Code;

(b) where it identifies any non-compliance by any Line Loss Factor(s) with the applicable approved LLF methodology or any other requirement of the Code, inform the Licensed Distribution System Operator of such non-compliance and allow the Licensed Distribution System Operator to amend the relevant Line Loss Factor(s) within the timescales provided in BSCP128;

(i) the Line Loss Factor(s) (including any Line Loss Factor amended under paragraph (b)) for which the audit did; and

(ii) the Line Loss Factor(s) (including any Line Loss Factor amended under paragraph (b)) for which the audit did not,

identify a non-compliance with the applicable approved LLF methodology and other requirements of the Code;

(d) provide to the Performance Assurance Board a copy of such report referred to in paragraph 1.7.9(c) giving details of all non-compliance(s) so identified; and

(e) prepare and issue to each Licensed Distribution System Operator a final report which shall specify in respect of that Licensed Distribution System Operator those matters set out in paragraphs 1.7.9(c).

1.7.10 The Line Loss Factors for which no non-compliance was identified in BSCCo's report under paragraph 1.7.9(c) shall be subject to the final approval of the Panel.

1.7.11 Each Licensed Distribution System Operator shall correct any non-compliances identified in BSCCo's report under paragraph 1.7.9(c), and report to the Panel in respect of such correction. The Panel may approve the use of a corrected Line Loss Factor(s) for the remainder of the relevant BSC Year with effect from the date of such approval, and shall notify the Performance Assurance Board and BSCCo of such approval.

1.7.12 In relation to any newly established Metering System(s) for which (in relation to a given BSC Year) Line Loss Factor(s) were not submitted in the annual process under paragraph 1.7.8, and which do not belong to a class of Line Loss Factor approved under paragraph 1.7.10 or 1.7.11, the procedure in paragraphs 1.7.8 to 1.7.11 shall apply but in accordance with the separate timescales set out in BSCP128.

1.7.13 Where and for so long as:

(a) a Licensed Distribution System Operator fails to submit a proposed LLF methodology or the relevant confirmation under paragraph 1.7.6 or the proposed LLF methodology is not approved by the Panel; or

(b) the Line Loss Factor(s) in respect of any Metering System(s) are not approved by the Panel under paragraph 1.7.10 or 1.7.11;

then default values for the Line Loss Factor(s) for the relevant Metering Systems shall be determined and applied in accordance with BSCP128.

1.7.14 An approved Line Loss Factor shall not be revised in the BSC Year for which it is approved except:

(a) for a Site Specific Line Loss Factor which may be revised to apply prospectively in accordance with BSCP128. The Panel may approve such revised Site Specific Line Loss Factor in accordance with BSCP128; or

(b) for a Site Specific Line Loss Factor and/or a Generic Line Loss Factor which may be revised with retrospective effect, where such revision is required to correct material manifest errors. The Panel may approve such a revised Site Specific Line Loss Factor and/or a Generic Line Loss Factor in accordance with BSCP128. A Site Specific Line Loss Factor and/or a Generic Line Loss Factor may be retrospectively revised to apply from the beginning of the BSC Year in which the applicable material manifest error was raised, but may also be revised to apply for a lesser extent of time within the BSC Year, in accordance with BSCP128. This paragraph shall allow revisions to Site Specific Line Loss Factors and/or Generic Line Loss Factors with effect from 1st April 2010 onward, in accordance with BSCP128. For the avoidance of doubt, Site Specific Line Loss Factors and/or Generic Line Loss Factors may be revised with effect from 1st April 2010 to correct material manifest errors raised in the BSC Year commencing 1st April 2010.

1.7.15 BSCCo shall submit the applicable values (approved or default, in accordance with paragraphs 1.7.10, 1.7.11 or 1.7.13) of Line Loss Factors in respect of CVA Metering Systems to the CDCA and in respect of SVA Metering Systems to the SVAA and thereafter publish them on the BSC Website.

1.7.16 In addition to the matters specified in paragraph 1.7.9, BSCCo shall audit (with such audit forming part of the audit under paragraph 1.7.9), on the basis (including as to representative samples) provided in BSCP128, as to whether each Licensed Distribution System Operator has assigned to its Metering Systems the correct Line Loss Factor Class, and shall report its findings to the Panel.

1.7.17 BSCCo shall in accordance with BSCP128 provide to the Performance Assurance Board a copy of the report giving details of any non-compliance(s) identified in paragraph 1.7.16.

1.7.18 BSCCo may contract with another suitably qualified person (not being a Party or Affiliate) to undertake the review under paragraph 1.7.7 and/or audit under paragraph 1.7.9.

1.7.19 A Licensed Distribution System Operator may, with the approval of the Panel, delegate the carrying out of its functions under this paragraph 1.7 in relation to any Metering System(s) to another person.

1.7.20 The Line Loss Factor Class applicable to an Asset Metering System shall be determined in accordance with the provisions of Section S-2.

1.8 Establishment of Groups of GSPs

1.8.1 The Grid Supply Point(s) which are comprised in a Group of GSPs shall be:

(a) both

(i) subject to paragraph (b), the Grid Supply Point(s) by reference to which the relevant GSP Group was established as at 1st August 2003; and

(ii) subject to paragraph (b), from the BETTA Effective Date, the Grid Supply Points which were known as Bulk Supply Points under the SAS and fell into groups of Bulk Supply Points known as, respectively, North Scotland _P and South Scotland _N and which have been registered pursuant to BSCP25; or

(b) such other Grid Supply Point(s) as the Panel may determine in accordance with the further provisions of this paragraph 1.8.

1.8.2 The Panel may determine a revision of the Grid Supply Points comprised in a Group of GSPs (including the establishment of a new Group of GSPs) in accordance with BSCP25:

(a) where there is a new Grid Supply Point or an existing Grid Supply Point is decommissioned; or

(b) where, in the Panel's opinion, it is appropriate (having regard, among other things, to the matters in paragraph 1.8.3) to do so:

(i) as a result of developments of or in relation to the Distribution Systems for the time being comprised in any GSP Group, and/or the associated Distribution Systems Connection Points;

(ii) in other circumstances in the Panel's sole discretion.

1.8.3 In determining any revision of the Grid Supply Points to be comprised in a Group of GSPs the Panel shall have regard, among other things, to:

(a) the effect of geographic factors taken into account in establishing Daily Profile Coefficients in relation to a GSP Group for the purposes of Supplier Volume Allocation;

(b) the effect of the size of a GSP Group (that is, the numbers of Half Hourly and Non Half Hourly Metering Systems at Boundary Points in the GSP Group) on GSP Group Correction Factors for the purposes of Supplier Volume Allocation;

(c) the effect of the proximity (in terms of electrical connection) of Boundary Points on the value to the NETSO (in the operation of the NETSO) of Physical Notifications and Bid-Offer Pairs submitted in relation to Supplier BM Units.

1.8.4 Before making any revision of the Grid Supply Points to be comprised in a Group of GSPs the Panel shall consult with the Authority, the NETSO, the Distribution System Operators of all Distribution Systems comprised or to be comprised in relevant GSP Groups, and all Suppliers.

2. REGISTRATION OF METERING SYSTEMS

2.1 Registration in CMRS

2.1.1 A Boundary Point Metering System shall be registered in CMRS where:

(a) the Metering Equipment measures quantities of Imports to or Exports from Plant or Apparatus which is directly connected to the Transmission System; or

(b) the Metering Equipment measures quantities of Imports to or Exports from a Licensable Generating Plant; or

(d) the Panel has determined, upon the application of any Party, that there are special circumstances by reason of which such Metering System should be registered in CMRS.

2.1.2 Without prejudice to paragraph 2.1.1, a Boundary Point Metering System may be registered in CMRS where the Metering Equipment measures quantities of Exports, or Exports and Imports, at the Site of an Exemptable Generating Plant.

2.1.3 A Systems Connection Point Metering System shall be registered in CMRS.

2.1.4 A Metering System may not be registered in CMRS except pursuant to paragraph 2.1.1, 2.1.2 or 2.1.3.

2.1.5 A Metering System may not be registered in CMRS and SMRS at the same time.

2.1.6 There may only be one Registrant of a CVA Metering System at any one time.

2.2 Registration requirements

2.2.1 A Party may apply to register a Metering System in CMRS by submitting a registration application to the CRA specifying:

(a) the identity of the applicant Party;

(b) the Metering System;

(d) the date with effective from which the applicant wishes the registration to be effective.

2.2.2 An application to register a Metering System in CMRS shall be made in accordance with and subject to BSCP20.

2.2.3 The CRA will validate and process the registration application in accordance with BSCP20.

2.2.4 The following requirements are conditions to a registration of a Metering System in CMRS being effective:

(a) the CRA has been informed of the relevant Boundary Point or Systems Connection Point under paragraph 1.4;

(b) the Metering Equipment has been installed and commissioned in accordance with Section L;

(d) Meter Technical Details and Aggregation Rules have been submitted to and validated by the CDCA under Section R;

(e) in the case of a Distribution Systems Connection Point, one of the Distribution System Operators has been nominated in accordance with paragraph 1.3.3;

(f) in the case of an Interconnector, an Interconnector Administrator and Interconnector Error Administrator have been appointed in accordance with paragraph 5;

(g) where the applicant is not the Equipment Owner, the consent of the Equipment Owner has been obtained;

(h) (subject to paragraph 5 in relation to Interconnector BM Units) the registrations pursuant to paragraph 3 by the Party of the BM Unit(s) associated with such Metering System (and cancellation or reconfiguration of any existing BM Units by any other Party pursuant to paragraph 3.6.3) are, but for satisfaction of any condition in paragraph 3 as to the effective registration of such Metering System, effective.

2.2.5 Registration of a Metering System in CMRS will become effective on and from the later of:

(a) the date specified by the applicant pursuant to paragraph 2.2.1(d); and

(b) the day following that on which (in accordance with BSCP20):

(i) the CRA has confirmation that all the requirements listed in paragraph 2.2.4 have been satisfied (and, for these purposes, the CDCA shall provide the CRA with the necessary confirmation, where applicable); and

(ii) the Registrant's Party Registration Data have been registered in accordance with Section A.

2.2.6 The Registrant of a CVA Metering System shall, in accordance with BSCP20, keep its registration up-to-date, by notifying the CRA or CDCA (as applicable) of any change in any of the details contained in the registration, promptly upon any such change occurring.

2.3 Withdrawal of registration in CMRS

2.3.1 The Registrant of a CVA Metering System shall continue to be the Registrant until and unless:

(a) the associated Plant and Apparatus is disconnected in accordance with the relevant Connection Agreement and the Metering System is de-registered in accordance with BSCP20;

(b) where permitted under paragraph 2.1, the Metering System becomes registered in SMRS in accordance with paragraph 2.4; or

2.3.2 A Party may withdraw as Registrant of a CVA Metering System if and only if another Party (the "new registrant"), which is or will (at the effective date of withdrawal) be responsible for Imports and/or Exports to or from the relevant Plant and Apparatus, applies (in accordance with paragraph 2.2) for registration and becomes the Registrant of the CVA Metering System.

2.3.3 The new registrant shall comply with the provisions of paragraph 2.2 in respect of registration and with the further provisions of BSCP20 in respect of a change of registrant.

2.3.4 Where a Registrant ceases or will cease to be the Party responsible for Exports or Imports measured by a CVA Metering System, it shall (subject to paragraph 2.3.2) withdraw from, and consent to the new registrant’s application for, registration in respect of the Metering System.

2.3.5 A change of registrant shall be effective, and the withdrawing Party shall cease to be Registrant of the CVA Metering System, conditional upon, and with effect on and from, the new registrant's registration becoming effective in accordance with paragraph 2.2 and the withdrawing Party’s cancellation or reconfiguration of BM Units pursuant to paragraph 3.6.2 becoming effective.

2.3.6 A Party shall not be released, by reason of ceasing to be Registrant of a CVA Metering System, from any accrued liabilities as Registrant or (as Lead Party in respect of the associated BM Unit) in Settlement.

2.4 Registration in CSS and SMRS

2.4.1 Subject to paragraph 2.4.2, where a Boundary Point Metering System is not permitted to be, or (if it is permitted, but not obliged) is not, registered in CMRS, the Metering System shall be registered in CSS; and the responsible Party shall be deemed to comply with the requirement in paragraph 1.2.1(b) by complying with the further requirements of this paragraph 2.4 and of the Code relating to registration in CSS and SMRS.

2.4.2 Only a Supplier may comply with the requirement in paragraph 1.2.1(b) pursuant to paragraph 2.4.1.

2.4.3 Where a Supplier intends:

(a) to supply electricity, or

(b) to receive Export Active Energy from a Third Party Generator,

measured by a Metering System which is or is to be registered in SMRS then in respect of that registration, and following registration of such Metering System in CSS, the Supplier shall, in accordance with BSCP501:

(i) not used;

(ii) provide that SMRA with the appropriate information; and

(iii) inform that SMRA from time to time of any changes to that information.

2.4.4 Section S sets out further requirements applying to each SMRA in relation to SMRS.

2.5 Shared SVA Meter Arrangements

2.5.1 Subject to and in accordance with this paragraph 2.5 and the further provisions of the Code, one or more Supplier(s) may make an arrangement (a "Shared SVA Meter Arrangement") under which there is a single SVA Metering System for Exports or Imports (from or to the same Plant and Apparatus) for which the one or more Supplier(s) are responsible.

2.5.2 A Shared SVA Meter Arrangement may be made only:

(a) in relation to a SVA Metering System comprising Half Hourly Metering Equipment; and

(b) in relation to Exports or (as the case may be) Imports for which the one or more Suppliers are responsible (and not in relation to a combination of Exports and Imports but without prejudice to paragraph 2.5.4(c)(ii)); and

(c) between no more than the maximum number of Suppliers in relation to a SVA Metering System as may from time to time be determined and published by BSCCo in accordance with the procedures set out in BSCP550 (and, where a maximum number is so specified, references in the Code to one or more Supplier(s) under a Shared SVA Meter Arrangement are subject to such maximum limit).

2.5.3 A Shared SVA Meter Arrangement shall be made, and related information submitted, maintained and updated, in accordance with and subject to the provisions of BSCP550.

2.5.4 Where Supplier(s) make a Shared SVA Meter Arrangement:

(a) the Suppliers shall ensure that each is informed of each other's identity by the SVA Customer or (as the case may be) SVA Generator, where applicable;

(b) where the Shared SVA Meter Arrangement is made by two or more Suppliers, the Suppliers shall agree which of them is to act as primary Supplier for the purposes of the Code, failing which the Panel shall nominate one of them to act as primary Supplier;

(i) register the Shared SVA Metering System in the CSS with a different SVA Metering System Number, for which each Supplier shall be respectively responsible;

(ii) where the Supplier is the variable supplier as referred to in paragraph 3.5.5 of Annex S-2, register the Shared SVA Metering System in the CSS with two different SVA Metering System Numbers (one classed as import and the other as export in accordance with BSCP550), for which such Supplier is responsible;

(iii) request a logical disconnection by the SMRA and registration deactivation by the CSS if at any time it ceases to be responsible for the Shared SVA Metering System, provided that:

(1) where the Shared SVA Meter Arrangement is made by two or more Suppliers, all such Suppliers may not cease to be so responsible at the same time unless the relevant SVA Metering System is disconnected and registration deactivated at that time or another Supplier or Suppliers assume responsibility for that Metering System in accordance with the provisions of the Code with effect from the time when all such Suppliers cease to be so responsible; and

(2) where a Supplier ceases to be so responsible as a result of another Supplier assuming such responsibility, that other Supplier (rather than the Supplier ceasing to be so responsible) shall inform the CSS;

(iv) maintain and update the information for which it is responsible in the SMRS;

(d) the Primary Supplier shall ensure that an Allocation Schedule and the associated rules for application and maintenance of the Allocation Schedule are established and submitted in accordance with BSCP550.

2.5.5 In connection with any Shared SVA Meter Arrangement, the Primary Supplier shall:

(a) ensure (in accordance with Section J4.1.4) that only one SVA Meter Operator Agent and one Data Collector is appointed for the Shared SVA Metering System;

(b) request the SMRA to provide (for the purposes of paragraph 2.5.4(c)(i)) and, where applicable, paragraph 2.5.4(c)(ii)) SVA Metering System Number(s) for the Shared SVA Metering System;

(d) promptly inform any Secondary Supplier(s) of any changes to information for which the Primary Supplier is solely responsible in relation to the Shared SVA Metering System;

(e) ensure that each Secondary Supplier, if any, has equal access, for so long as the Secondary Supplier remains a Secondary Supplier in respect of the Shared SVA Metering System, to the data recorded by the relevant Metering Equipment;

(f) be the Party responsible for submitting the initial Allocation Schedule and any subsequent Allocation Schedules to the Half Hourly Data Collector and the Secondary Supplier(s);

(g) where the initial or any subsequent Allocation Schedule specifies an amount of energy to be employed by way of fixed block or multiple fixed block in accordance with BSCP550, estimate and notify to the Half Hourly Data Collector the maximum output or consumption capacity (as the case may be) of the Plant or Apparatus associated with the Shared SVA Metering System (expressed in MWh per Settlement Period), and revise such estimate from time to time, in each case in accordance with BSCP550.

2.5.6 Where a Secondary Supplier ceases to be a Secondary Supplier in respect of a Shared SVA Metering System and is not replaced by a new Secondary Supplier (or by the Primary Supplier as part of a single Supplier Shared SVA Meter Arrangement) in accordance with BSCP550, and no other Secondary Suppliers form part of the Shared SVA Meter Arrangement:

(a) the SVA Metering System shall cease to be the subject of a Shared SVA Meter Arrangement;

(b) the Primary Supplier shall assume sole responsibility for such Metering System; and

2.5.7 Where a Secondary Supplier ceases to be a Secondary Supplier in respect of a Shared SVA Metering System and is not replaced by a new Secondary Supplier in accordance with BSCP550 but other Secondary Suppliers still form part of the Shared SVA Meter Arrangement:

(a) the Primary Supplier shall ensure that a subsequent Allocation Schedule is submitted; and

(b) the SMRA shall be requested to mark the relevant SVA Metering System Number(s) of the Secondary Supplier as disconnected.

2.5.8 Where the Primary Supplier ceases to be the Primary Supplier and is not replaced by a new Primary Supplier (or by the Secondary Supplier as part of a single Supplier Shared Meter Arrangement) in accordance with BSCP550, and there is only one Secondary Supplier which forms part of the Shared SVA Meter Arrangement:

(a) the SVA Metering System shall cease to be the subject of a Shared SVA Meter Arrangement;

(b) the Secondary Supplier shall assume sole responsibility for such Metering System; and

(c) the Secondary Supplier shall request the SMRA to mark its SVA Metering System Number as disconnected and to register the Secondary Supplier as the Registrant of such Metering System with the SVA Metering System Number previously assigned to such Primary Supplier.

2.5.9 Where the Primary Supplier ceases to be the Primary Supplier and is not replaced by a new Primary Supplier in accordance with BSCP550 and there is more than one Secondary Supplier which form part of the Shared SVA Meter Arrangement:

(a) the SVA Metering System shall continue to be the subject of a Shared SVA Meter Arrangement;

(b) the Secondary Suppliers shall agree which of them is to act as Primary Supplier, failing which the Panel shall nominate one of them to act as Primary Supplier;

(i) ensure that a subsequent Allocation Schedule is submitted; and

(ii) request the SMRA to mark its Secondary SVA Metering System Number(s) as disconnected and to register it with the SVA Metering System Number previously assigned to the Primary Supplier.

2.5.10 This paragraph 2.5 shall apply on a Supplier ID basis (and a Supplier may be party to a Shared SVA Meter Arrangement in the capacities of its Supplier IDs) and its provisions shall be construed accordingly.

2.6 Transfer of Registration between CMRS and SMRS

2.6.1 A Party which is or is to be the Registrant of a Metering System in CMRS may transfer the registration to SMRS, and a Party which is or is to be the Registrant of a SVA Metering System in SMRS may transfer the registration to CMRS, subject to and in accordance with this paragraph 2.6; and in this paragraph such a transfer is referred to as a "Registration Transfer".

2.6.2 A Registration Transfer:

(a) may only be made where the Metering System is eligible (in accordance with this paragraph 2) to be registered in both CMRS and SMRS;

(b) shall be made by (and effective from) registration in CMRS or (as the case may be) SMRS at the same time as withdrawal from registration in the other.

2.6.3 A Registration Transfer shall be made in accordance with and subject to BSCP68.

2.6.4 For the avoidance of doubt, a Registration Transfer may be made in parallel with an application for a change of Registrant and, subject to compliance with this paragraph 2.6 and with paragraphs 2.3 and 2.4, a Registration Transfer may become effective on the same day as a change of Registrant.

2.7 Registration in AMRS

2.7.1 A Virtual Lead Party or Supplier shall register an Asset Metering System in AMRS by submitting a registration application to the SVAA in accordance with and subject to the provisions of BSCP602.

2.7.2 The SVAA will validate and process the registration application in accordance with BSCP602.

2.7.3 The following requirements are conditions which must be met before the registration of an Asset Metering System in AMRS is effective and the Registrant is provided with an AMSID Number:

(a) the Metering Equipment has been installed and commissioned in accordance with Section L;

(b) the Asset Meter has not already been registered within another Asset Metering System;

(d) all Associated MSID Pairs have been provided;

(e) where the applicant is not the Equipment Owner, the consent of the Equipment Owner has been obtained; and

(f) the registrations pursuant to paragraph 8 of the BM Unit(s) associated with the Asset Metering System are effective.

2.7.3A For the avoidance of doubt there is no requirement to appoint Asset Metering Party Agents and for these to be effective prior to registering the Asset Metering System. However, the Asset Metering Party Agents must be appointed and be effective before the Asset Metering System is allocated to a BM Unit or used for the purposes of an EMR AMSID Declaration.

2.7.4 Registration of an Asset Metering System in AMRS will become effective on and from the later of:

(a) the date from which the applicant wishes the registration to be effective; and

(b) the day following that on which (in accordance with BSCP602) the SVAA has confirmation that all the requirements listed in paragraph 2.7.3 have been satisfied.

2.7.5 The Registrant of an Asset Metering System shall, in accordance with BSCP602, keep its registration up-to-date, by notifying the SVAA of any change in any of the details contained in the registration, promptly upon any such change occurring.

2.7.6 A Virtual Lead Party shall not be allocated any volumes for Balancing Services as measured by an Asset Metering System until the Asset Metering System registration in the AMRS is effective.

2.8 Withdrawal from AMRS

2.8.1 The Registrant of an Asset Metering System shall continue to be the Registrant until such time as:

(a) where a Virtual Lead Party or Supplier is the registrant of an Asset Metering System and another Virtual Lead Party or Supplier applies (in accordance with paragraph 2.7) for registration of that Asset Metering System and becomes the Registrant (the "New Asset Metering System Registrant"); or

(b) the Asset Metering System is de-registered in accordance with BSCP602; or

2.8.2 The New Registrant shall comply with the provisions of paragraph 2.7 in respect of registration of the Asset Metering System and with the further provisions of BSCP602.

3. CONFIGURATION AND REGISTRATION OF PRIMARY BM UNITS

3.1 Configuration of Primary BM Units

3.1.1 Subject to paragraph 3.3 (Supplier BM Units) and paragraph 5 (Interconnectors), a BM Unit shall comprise Plant or Apparatus or a combination of Plant and/or Apparatus for whose Exports and/or Imports a Party is responsible.

3.1.2 Save as provided in paragraph 3.1.4, a BM Unit must satisfy the following registration criteria:

(a) subject to paragraph 3.1.3A only one Party is responsible for the Exports and/or Imports from or to the Plant and/or Apparatus which is comprised in the BM Unit;

(b) subject to paragraph 3.3.9A, the Exports and/or Imports of electricity from and to the Plant and/or Apparatus comprised in the BM Unit are capable of being controlled independently of the Exports or Imports of electricity from or to any Plant or Apparatus which is not comprised in the BM Unit;

(i) the provisions of the Code as to Volume Allocation, and any options or entitlements which the responsible Party has exercised or intends to exercise pursuant to those provisions; and

(ii) the Metering Equipment which is or is to be installed pursuant to Section L

the quantities (in aggregate) of electricity Exported and Imported in each Settlement Period from or to the Plant and/or Apparatus comprised in the BM Unit are or will be determined (in accordance with the provisions of the Code as to Volume Allocation) and submitted to the SAA for the purposes of Settlement separately from any quantities Exported or Imported from or to any Plant and/or Apparatus which is not comprised in the BM Unit;

(d) subject to paragraph 3.1.3A, the BM Unit does not comprise Plant and Apparatus whose Imports and Exports are measured by both CVA Metering System(s) and SVA Metering System(s); and

(e) subject to 3.1.2B there are no smaller aggregations of the Plant and Apparatus comprised in the BM Unit, for each of which the conditions in paragraphs (a), (b) and (c) would be satisfied.

3.1.2A A BM Unit (other than a Supplier BM Unit or Interconnector BM Unit) comprised of EII Assets shall not be comprised of any:

(a) Plant or Apparatus that are not EII Assets; and/or

(b) EII Assets with a different Exemption Proportion.

3.1.2B A collection of smaller aggregations of Plant and Apparatus may be registered as a single BM Unit, provided:

(a) the Registered Capacity of that collection of Plant and/or Apparatus is no larger than that specified in respect of a Small Power Station; and

(b) the Exports from that collection of Plant and/or Apparatus are subject to common control as a single BM Unit.

3.1.3 Subject to paragraphs 3.1.4B and 3.1.4C, the same Plant and Apparatus may be comprised in more than one BM Unit only to the extent that different persons are responsible for the Exports from and the Imports to such Plant and Apparatus or as permitted in paragraph 3.1.3A.

3.1.3A Plant and/or Apparatus comprised in a BM Unit, whose Exports and/or Imports are measured by CVA Metering System(s), may also be comprised in another BM Unit, Imports to which are measured by a Metering System, which may be registered by a different person, in the SMRS, provided that:

(a) there are measures in place to prevent Exports from that Plant and/or Apparatus to the SVA Metering System associated with that Plant and/or Apparatus;

(b) the SVA connection is equal to or less than the limit determined by the Panel from time to time; and

(i) from the Metering System registered in CMRS to the Metering System registered in SMRS; and/or

(ii) between different Systems.

3.1.4 Each of the following shall be a single BM Unit, and shall be deemed to satisfy the requirements in paragraph 3.1.2:

(a) any CCGT Module or Power Park Module for whose Exports the Metering System(s) is or are registered in CMRS;

(b) the Plant and Apparatus which comprises part of, and which Imports electricity through the station transformer(s) of, a Generating Plant, where the Metering System(s) for such Imports is or are registered in CMRS;

(c) premises (of a Customer supplied by a Party) which are directly connected to the Transmission System, provided that such premises are so connected at one Boundary Point only;

(cc) premises (of a Customer supplied by a Party) which are directly connected to the Transmission System at more than one Boundary Point, provided that the total Imports to the Plant and/or Apparatus comprised in the BM Unit are equal to or less than the value limits prescribed in respect of a Small Power Station;

(d) an Interconnector BM Unit, in accordance with paragraph 5;

(e) a Base BM Unit or an Additional BM Unit, in accordance with paragraph 3.3;

(f) any configuration of Plant and Apparatus that was determined as part of the transitional arrangements for the implementation of BETTA; and

(g) any two or more Offshore Power Park Modules (for whose Exports the Metering System(s) is or are registered in CMRS), where the responsible Party wishes to combine these as a single BM Unit and the NETSO in its absolute discretion determines that such a configuration is suitable to constitute a single BM Unit (a "Combined Offshore BM Unit"); and

(h) an Offshore Power Park Module together with any related Plant and Apparatus used to Import electricity to that Offshore Power Park Module and which are connected to the Transmission System at separate Transmission System Boundary Points; and

(i) a Combined Offshore Power Park Module together with any related Plant and Apparatus used to Import electricity to that Combined Offshore Power Park Module and which are connected to the Transmission System at separate Transmission System Boundary Points.

3.1.4A A combination of Power Park Modules (including any Power Park Module(s) comprised in a BM Unit located Offshore), with the same Lead Party, may be identified as a "Switching Group" in accordance with this paragraph 3, in which case each such BM Unit shall be described as "belonging" to that Switching Group.

3.1.4B Power Park Modules may belong to a Switching Group on the basis that Plant and Apparatus can be selected to run in any of the BM Units belonging to that Switching Group.

3.1.4C Subject to Section R3, Plant and Apparatus comprised in Power Park Modules belonging to a Switching Group shall be deemed to be comprised in the BM Unit in which the Plant and Apparatus is selected to run at any given time.

3.1.4D A Power Park Module may not belong to more than one Switching Group at any given time.

3.1.5 Paragraph 3.1.6 applies in any case where (pursuant to this Section K) one or more BM Units are required to be established, comprising particular Plant and/or Apparatus (the "relevant" Plant and Apparatus), if the relevant Plant and Apparatus does not fall into a category listed in paragraph 3.1.4 and:

(a) a Party’s application to register a BM Unit has been rejected by the CRA for not satisfying the registration criteria set out in paragraph 3.1.2, and the Party wishes to refer the question of application of the registration criteria to the Panel; or

(b) the CRA considers that there is a reasonable doubt as to whether a Party’s application to register a BM Unit satisfies the registration criteria set out in paragraph 3.1.2, and the CRA wishes to refer the question of application of the registration criteria to the Panel.

3.1.6 In any case where this paragraph 3.1.6 applies:

(a) the responsible Party and/or the CRA shall refer the question of the establishment of the BM Unit(s) to the Panel;

(b) the Panel shall determine, taking into account any representations of the Party responsible for the relevant Exports and/or Imports, and after consulting the NETSO, whether the proposed configuration of the relevant Plant and Apparatus into BM Unit(s) satisfies the criteria in paragraph 3.1.2;

(c) where the Panel considers that the proposed configuration will not satisfy the criteria in paragraph 3.1.2, the Panel may determine a configuration of the relevant Plant and Apparatus into BM Unit(s) which in the Panel's opinion most nearly achieves the objectives which are reflected in the criteria in paragraph 3.1.2;

(d) the determination of the Panel under this paragraph shall be final and binding.

3.1.7 BSCCo shall keep a copy of all determinations made by the Panel pursuant to paragraph 3.1.6 and any decision regarding a BM Unit that was determined as part of the transitional arrangements for the implementation of BETTA and shall make such determinations and /or decisions available to any Party upon request.

3.1.8 A BM Unit comprised of CFD Assets shall be comprised solely of the CFD Assets specified in the Contract for Difference relating to that BM Unit and shall not include any other Plant or Apparatus (the "Relevant CFD Assets").

3.1.9 Any change in any of the details contained in the registration of a BM Unit must meet the criteria for registration set out in this section K and the Lead Party for the BM Unit shall notify the CRA promptly upon any such change occurring, in accordance with 3.6agraph 3.6 and BSCP15.

3.2 Registration of BM Units

3.2.1 Each Party shall ensure that all Plant and Apparatus, for whose Exports and/or Imports it is responsible, is comprised in BM Units established and registered by it in compliance with this paragraph 3.

3.2.2 The further provisions of this paragraph 3.2 shall only apply to BM Units comprising Plant and/or Apparatus, for whose Exports and/or Imports a Party is responsible, measured by CVA Metering Systems.

3.2.3 A Party may apply to register a BM Unit by submitting a registration application to the CRA specifying:

(a) the identity of the applicant Party;

(b) the date from which the applicant wishes the registration to be effective;

(c) the estimated amounts referred to in paragraph 3.4.1 (for the purposes of establishing the Generation Capacity and the Demand Capacity) for the proposed BM Unit;

(d) the CVA Metering Systems associated with the proposed BM Unit; and

(e) the Switching Group to which the BM Unit belongs (if any).

3.2.4 An application to register a BM Unit shall be made in accordance with and subject to BSCP15.

3.2.5 The CRA (after consultation with BSCCo and the CDCA) will validate (as to compliance with paragraph 3.2.6 and otherwise) and process the registration application in accordance with BSCP15.

3.2.6 The following requirements are conditions to a registration of a BM Unit being effective:

(a) the BM Unit is configured in accordance with the requirements of paragraph 3.1;

(b) subject to paragraph 5 (in relation to Interconnector BM Units), the registration(s) pursuant to paragraph 2 of the CVA Metering System(s) associated with such BM Unit are, but for satisfaction (where applicable) of any condition in paragraph 2 as to the effective registration of such BM Unit, effective;

(c) the estimated amounts (for the purposes of establishing the Generation Capacity and Demand Capacity) for the BM Unit have been notified to the CRA in accordance with paragraph 3.4.2(a);

(d) Aggregation Rules for such BM Unit have been submitted to and validated by the CDCA under Section R; and

(e) a Credit Assessment Load Factor has been allocated to the BM Unit in accordance with Section M1.5.

3.2.7 Registration of a BM Unit will become effective, and the applicant will become the Lead Party of that BM Unit, on and from the later of:

(a) the date specified by the applicant pursuant to paragraph 3.2.3(b); and

(b) the day following that on which (in accordance with BSCP15) BSCCo confirms to the CRA that all of the requirements (including those in paragraph 3.2.6) specified for such effectiveness in that BSC Procedure have been satisfied.

3.2.8 The Lead Party for a BM Unit shall, keep its registration up-to-date in accordance with paragraph 3.1.9.

3.3 Supplier BM Units

3.3.1 Each Supplier shall:

(a) automatically be registered as holding one BM Unit for each GSP Group, irrespective of whether it has any Registered SVA Metering Systems in the GSP Group (and, for the purposes of this paragraph (a), a Party shall be deemed to have applied for such registrations upon applying to register itself as a Supplier pursuant to Section A4); and

(b) notify the estimated amounts (for the purposes of establishing the Generation Capacity and Demand Capacity) for each such BM Unit in accordance with paragraph 3.4.2(a) at or before the registration of such BM Unit, provided that if such Supplier fails to notify such amounts as required by this paragraph (b), it shall be deemed to have notified a value of zero for each such amount (but without prejudice to paragraph 3.4.2(c)).

3.3.2 In addition, a Supplier may apply to register a BM Unit associated with a GSP Group by giving notice to the CRA specifying:

(a) the identity of the Supplier;

(b) the GSP Group with which the BM Unit is to be associated;

(d) the estimated amounts referred to in paragraph 3.4.1 (for the purposes of establishing the Generation Capacity and the Demand Capacity) for the proposed BM Unit; and

(e) whether the BM Unit constitutes a Baselined BM Unit.

3.3.3 Application for registration of a BM Unit pursuant to paragraph 3.3.2 shall be made in accordance with and subject to BSCP15, and the registration shall be effective, and the Supplier will become the Lead Party of that BM Unit, on the later of:

(a) the date specified by the applicant pursuant to paragraph 3.3.2(c); and

(b) the date when registration is confirmed by BSCCo to the CRA in accordance with BSCP15.

3.3.4 The CRA shall validate and process applications for registration of a Supplier BM Unit in accordance with and subject to BSCP15.

3.3.5 For any Supplier and any GSP Group, the "Base BM Unit" is the Supplier BM Unit which was registered for the Supplier pursuant to paragraph 3.3.1, and each other Supplier BM Unit is an "Additional BM Unit".

3.3.6 A Supplier may not cancel or withdraw from the registration of a Base BM Unit while it remains a Supplier.

3.3.7 A Supplier may assign the Plant and Apparatus associated with particular SVA Metering Systems (of which it is Registrant) in any GSP Group to any Additional BM Unit registered by it for that GSP Group, subject to the conditions set out in and in accordance with the provisions of Section S6.

3.3.8 All of the Plant and Apparatus associated with a Supplier's Registered SVA Metering Systems in a GSP Group which are not for the time being assigned to an Additional BM Unit shall be comprised in its Base BM Unit for that GSP Group.

3.3.9 Not used.

3.3.9A Paragraph 3.1.2(b) shall not apply to the extent to which Imports of electricity to the Plant and/or Apparatus comprised in a BM Unit are measured by Metering Systems which are part of a Teleswitch Group.

3.3.10 The Lead Party for a Supplier BM Unit shall, in accordance with BSCP15, keep its registration up-to-date, by notifying the CRA of any change in any of the details contained in the registration, promptly upon any such change occurring.

3.3.11 This paragraph 3.3 shall apply on a Supplier ID basis and its provisions shall be construed accordingly, and:

(a) a Supplier will be registered under paragraph 3.3.1 in respect of each of its Supplier IDs as holding one BM Unit for each GSP Group (and accordingly will hold a set of Base BM Units for each of its Supplier IDs); and

(b) a Supplier:

(i) holding one Supplier ID may not cancel or withdraw from the registration of a Base BM Unit relating to that Supplier ID while the Supplier remains a Supplier;

(ii) holding more than one Supplier ID may cancel and withdraw from the registration of the set of Base BM Units relating to an additional Supplier ID:

(A) provided the Supplier has no Registered SVA Metering Systems with the additional Supplier ID in any GSP Group;

(B) following which cancellation and withdrawal the Supplier shall no longer hold, for the purposes of the Code, the additional Supplier ID.

3.3.12 Where a Supplier is the Registrant of SVA Metering System(s) associated with CFD Assets, the Supplier shall in respect of those CFD Assets:

(a) ensure that Additional BM Unit(s) have been registered in accordance with this Section K; and

(b) assign only the Relevant CFD Assets to such Additional BM Unit(s).

3.3.13 If at any time BSCCo receives a notice from an EMR Settlement Services Provider in respect of CFD Assets to register or de-register Additional BM Units in a GSP Group then BSCCo shall:

(a) in respect of the GSP Group to which those CFD Assets are connected, register Additional BM Units for each Supplier identified by BSCCo under paragraph 3.3.14; or

(b) de-register any Additional BM Unit in that GSP Group which were registered under paragraph 3.3.13(a) and which are connected to those CFD Assets but which are no longer required,

in each case in accordance with BSCP15.

3.3.14 In respect of each GSP Group BSCCo shall establish and maintain a list identifying:

(a) Active Power Purchasing Suppliers in that GSP Group; and

(b) any other Qualified Half Hourly Supplier that has requested to be included on that list.

3.3A Exempt Export BM Units

3.3A.1 A Supplier BM Unit shall not be classified as an Exempt Export BM Unit unless (disregarding paragraph 3.1.4(e)) the BM Unit would, if the Metering System(s) comprised in the BM Unit were CVA Metering Systems, satisfy the requirements in paragraph 3.1.2, for which purposes paragraph 3.1.6 shall apply as if the question referred to therein were whether the configuration of Plant and Apparatus comprised in the BM Unit satisfies (or best satisfies) those requirements.

3.4 Demand Capacity and Generation Capacity

3.4.1 The Lead Party of a BM Unit shall estimate and notify to the CRA, in relation to each BSC Season in each year (the "relevant" BSC Season), from time to time in accordance with paragraph 3.4.2, in good faith and as accurately as it reasonably can, what will be:

(a) the positive value of QM_ij with the maximum magnitude (subject to paragraph 3.4.4) for the BM Unit in the relevant BSC Season; and

(b) the negative value of QM_ij with the maximum magnitude (subject to paragraph 3.4.4) for the BM Unit in the relevant BSC Season,

provided that (in either case) if there is none, the value shall be the most recent declared value of the preceding BSC Season. Where no preceding BSC Season value is available the value shall be zero.

3.4.2 The Lead Party shall estimate and notify to the CRA amounts under paragraph 3.4.1:

(a) initially, at the time of registration of the BM Unit under paragraph 3.2 or 3.3;

(b) not later than the time specified in BSCP15 in the BSC Season preceding the relevant BSC Season; and

(c) within such period after the criteria set out in paragraph 3.4.3 have been met as is specified in paragraph 3.4.5, provided that the Lead Party shall have no obligation to submit a revised estimate of any such amount in circumstances where such criteria have been met as a result of the CRA notifying the Lead Party that the CRA has identified that either or both of the GC and DC Breach Monitoring Criteria have been met, pursuant to paragraph 3.5.7D(b)(ii).

3.4.2A The Lead Party of a Supplier BM Unit may, up to twice in each BSC Season, (subject to paragraph 3.4.4), also estimate and notify to the CRA increases in the negative value of QM_ijwith the maximum magnitude divided by SPD where the Lead Party becomes aware of or believes in good faith that such value will become greater than DC for the remainder of the BSC Season.

3.4.3 The criteria referred to in paragraph 3.4.2(c) are that, for any Settlement Period in the relevant BSC Season, or (as the case may be) the remainder of the relevant BSC Season following a revised estimate notified in accordance with paragraph 3.4.2A:

(a) the positive value of QM_ij (subject to paragraph 3.4.4) for the BM Unit divided by SPD exceeds or the Lead Party becomes aware or believes in good faith that such value will exceed GC by the GC Limits;

(b) the negative value of QM_ij (subject to paragraph 3.4.4) with the maximum magnitude for the BM Unit divided by SPD is less than or the Lead Party becomes aware or believes in good faith that such value will be less than DC by the DC Limits.

3.4.3A For the purposes of the Code the GC Limits and DC Limits shall be such values as determined by the Panel from time to time after consultation with BSC Parties and in accordance with the published guidance described in 3.4.3B.

3.4.3B The Panel will establish guidance for the determination and review of the GC Limits and DC Limits.

3.4.3C BSCCo will publish GC Limits and DC Limits described in in 3.4.3A and the guidance described 3.4.3B on the BSC Website.

3.4.4 For the purposes of paragraphs 3.4.1(a) and (b), 3.4.2A and 3.4.3(a) and (b), any part of the BM Unit Metered Volume which is delivered or taken or which the Lead Party reasonably believes will be delivered or taken by the Plant or Apparatus associated with that BM Unit in response to an Emergency Instruction (issued pursuant to Balancing Code 2.9 of the Grid Code) shall be disregarded.

3.4.5 In respect of a relevant BSC Season, a revised estimate of the amount referred to in paragraph 3.4.1(a) or (b), shall be notified pursuant to paragraph 3.4.2(c) as soon as reasonably practicable after the Lead Party becomes aware that, or ought reasonably to have become aware that the criteria referred in paragraphs 3.4.3(a) or 3.4.3(b) (as the case may be) have been met, provided that the Lead Party shall have no obligation to submit a revised estimate of any such amount more than twenty Business Days after the Initial Settlement Run in respect of the last Settlement Period in that BSC Season has occurred.

3.4.6 In relation to a BM Unit, any revised estimates notified pursuant to paragraph 3.4.2(c) and 3.4.2A shall take effect in accordance with and from the time specified in BSCP15 and, for the avoidance of doubt, any such revision shall:

(a) in relation to the calculations undertaken by the SAA:

(i) not affect or result in the redetermination or recalculation of any values determined or calculated by the SAA under the Code which are determined or calculated in relation to Settlement Periods which fell in the period prior to the effective date of such revision;

(ii) be used in the determination or calculation of values determined or calculated by the SAA under the Code which are determined or calculated in relation to Settlement Periods which fall in the period on and after the effective date of such revision,

and paragraph 3.5 shall be construed accordingly;

(b) in relation to the contribution to the calculation of Energy Indebtedness for such BM Unit undertaken by the ECVAA:

(i) not result in the recalculation of Energy Indebtedness calculated in relation to Settlement Periods which fell in the period prior to the effective date of such revision;

(ii) be used in the calculation of Energy Indebtedness calculated in relation to Settlement Periods which fall in the period on and after the effective date of such revision,

and in either case, without prejudice to Section H3, the failure by a Party to notify any revised amounts in accordance with paragraph 3.4.2(c) may not give rise to any Trading Dispute.

3.4.7 The Panel may, and upon the reasonable request of the NETSO will, review any estimate made by a Party under paragraph 3.4.1; and if so requested by the Panel in connection with any such review:

(a) the NETSO or any Distribution System Operator will provide reasonable information to the Panel relevant to a review of any estimate under paragraph 3.4.1, and

(b) the Lead Party will:

(i) provide to the Panel reasonable information to justify its prevailing estimates of the amounts under paragraph 3.4.1, and

(ii) re-estimate such amounts after discussion with the Panel.

3.4.7A The CRA shall carry out periodic monitoring ("GC and DC Breach Monitoring") of Metered Volumes in respect of each BM Unit, to identify whether, for any Settlement Period in the relevant BSC Season, or (as the case may be) the remainder of the relevant BSC Season following a revised estimate made in accordance with this paragraph 3.4:

(a) the positive value of QM_ij (subject to paragraph 3.4.7C) for the BM Unit divided by SPD has exceeded GC by the GC Limits; ("GC Breach Monitoring Criterion") or

(b) the negative value of QM_ij (subject to paragraph 3.4.7C) with the maximum magnitude for the BM Unit divided by SPD has been less than DC by the DC Limits, ("DC Breach Monitoring Criterion")

(together the "GC and DC Breach Monitoring Criteria").

3.4.7B GC and DC Monitoring shall take place at a time and frequency determined by BSCCo.

3.4.7C For the purposes of GC and DC Breach Monitoring, any part of the BM Unit Metered Volume which is delivered or taken by the Plant or Apparatus associated with that BM Unit in response to an Emergency Instruction (issued pursuant to Balancing Code 2.9 of the Grid Code) shall be disregarded.

3.4.7D If the CRA identifies that either or both of the GC and DC Breach Monitoring Criteria have been met in respect of a BM Unit, the CRA shall:

(a) estimate for the BM Unit, in accordance with the BM Unit Volume Estimation Methodology, what will be:

(i) if the GC Breach Monitoring Criterion is met, the positive value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season; and

(ii) if the DC Breach Monitoring Criterion is met, the negative value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season,

(together, the "CRA-Estimated GC or DC Amounts")

(b) notify the Lead Party of the BM Unit, BSCCo, the CM Settlement Services Provider and the CFD Settlement Services Provider of the following in respect of the BM Unit:

(i) that the CRA has identified that either or both of the GC and DC Breach Monitoring Criteria have been met;

(ii) the Settlement Day and Settlement Period on which the criterion or criteria were met;

(iii) the CRA-Estimated GC or DC Amounts;

(iv) the date on which the CRA-Estimated GC or DC Amounts will take effect in accordance with BSCP15;

(v) that, pursuant to paragraph 3.4.7M, the CRA will publish a notice relating to the relevant BM Unit; and

(vi) any other information specified pursuant to paragraph 3.4.7P; and

(together the "GC or DC Breach Notification")

3.4.7E For the purposes of estimating the CRA-Estimated GC or DC Amounts, the Panel shall establish and may from time to time revise, and shall provide to BSCCo and make available to all Trading Parties, a methodology for estimating BM Unit Metered Volumes (the "BM Unit Volume Estimation Methodology").

3.4.7F BSCCo shall post the BM Unit Volume Estimation Methodology on the BSC website.

3.4.7G Within two Working Days following the day after a GC or DC Breach Notification is deemed to have been received by the Lead Party of the relevant BM Unit, the Lead Party may:

(a) notify BSCCo that the Lead Party challenges the CRA-Estimated GC or DC Amounts (a "GC or DC Estimation Challenge");

(b) provide evidence that the CRA-Estimated GC or DC Amounts are not correct; and

(i) if the GC or DC Breach Notification identified that the GC Breach Monitoring Criterion is met, the positive value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season; and

(ii) if the GC or DC Breach Notification identified that the DC Breach Monitoring Criterion is met, the negative value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season,

estimated in accordance with the BM Unit Volume Estimation Methodology or, if the Lead Party considers another methodology is more appropriate, that other methodology.

(together the "Challenger-Proposed GC or DC Estimates")

3.4.7H After receiving a GC or DC Estimation Challenge, BSCCo:

(a) shall notify the CRA of the GC or DC Estimation Challenge;

(b) shall promptly consider whether BSCCo has substantial evidence that, or other reasons to believe that, there is (in accordance with the GC or DC Estimation Challenge Guidance) a material doubt as to whether the CRA-Estimated GC or DC Amounts for the BM Unit are correct;

(c) may, but shall not be required to make any enquiry of the Lead Party of the BM Unit or any other person, but will take into account any information already provided by the Lead Party pursuant to paragraph 3.4.7G.

(d) shall, within two Working Days:

(i) decide whether to uphold the GC or DC Estimation Challenge, having regard to the matters considered pursuant to paragraphs (b) and (c); and

(ii) notify:

(A) the Lead Party; and

(B) the CRA,

of BSCCo’s decision.

3.4.7I The CRA shall suspend ongoing GC and DC Breach Monitoring in respect of a BM Unit from such time as BSCCo has notified the CRA of a GC or DC Estimation Challenge in respect of that BM Unit, pursuant to paragraph 3.4.7H(a), until:

(a) if BSCCo decides to uphold the GC or DC Estimation Challenge, the date on which the BSCCo-Determined GC or DC Estimates take effect in respect of that BM Unit, in accordance with BSCP15; or

(b) if BSCCo decides not to uphold the GC or DC Estimation Challenge, such time as BSCCo notifies the CRA of that decision, pursuant to paragraph 3.4.7H(d)(ii)(B).

3.4.7J If BSCCo decides to uphold a GC or DC Estimation Challenge pursuant to paragraph 3.4.7H, BSCCo shall notify to the CRA such amounts for:

(a) if the GC or DC Breach Notification identified that the GC Breach Monitoring Criterion is met, the positive value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season; and

(b) if the GC or DC Breach Notification identified that the DC Breach Monitoring Criterion is met, the negative value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season,

as BSCCo considers appropriate, having regard to the Challenger-Proposed GC or DC Estimates and the matters considered pursuant to paragraphs 3.4.7H(b) and 3.4.7H(c).

(together, the "BSCCo-Determined GC or DC Estimates")

3.4.7K For the avoidance of doubt, if BSCCo decides not to uphold a GC or DC Estimation Challenge, the CRA-Estimated GC or DC Amounts shall remain in place for the purposes of the relevant BM Unit Registration.

3.4.7L For the purposes of paragraph 3.4.7H(b), the Panel shall establish, and may from time to time revise, and shall provide to BSCCo and shall make available to all Trading Parties, principles or guidance as to the basis on which the existence or absence of material doubt is to be established by BSCCo (the "GC or DC Estimation Challenge Guidance").

3.4.7M For the purposes of paragraph 3.4.7D, the Panel shall establish, and may from time to time revise, and shall provide to BSCCo and shall make available to all Trading Parties, a document setting out, in relation to a notice published by the CRA:

(a) the contents of such publication; and

(b) where such publication shall be made.

3.4.7N If, for the purposes of updating the registration details of a particular BM Unit to take effect on a particular day, multiple different amounts for what will be:

(a) the positive value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season; and

(b) the negative value of QM_ij with the maximum magnitude for the BM Unit in the relevant BSC Season,

have been estimated by or notified to the CRA pursuant to the Code, the CRA must use the amounts with the highest priority pursuant to the GC or DC Conflict Resolution Priority Order.

3.4.7O For the purposes of paragraph 3.4.7N, the order of priority for the amounts, from highest priority to lowest priority, is as follows:

(a) the BSCCo-Determined GC or DC Estimates most recently notified to the CRA by BSCCo pursuant to paragraph 3.4.7J;

(b) CRA-Estimated GC or DC Amounts; and

(together the "GC or DC Conflict Resolution Priority Order").

3.4.7P For the purposes of paragraph 3.4.7D(b)(vi), the Panel shall establish, and may from time to time revise, and shall provide to BSCCo and shall make available to all Trading Parties, a document specifying any additional information to be included in a GC or DC Breach Notification.

3.4.8 Subject to paragraph 5.6 and 8.1.8, for each BM Unit, at any time:

(a) the "Generation Capacity" or "GC" shall be the amount determined as:

G / SPD

where G is the value under paragraph 3.4.1(a) most recently notified in relation to the relevant BSC Season under paragraph 3.4.2, or (if another value has been estimated by or notified to the CRA pursuant to the Code) the value determined pursuant to paragraph 3.4.7N;

(b) the "Demand Capacity" or "DC" shall be the amount determined as:

D / SPD

where D is the value under paragraph 3.4.1(b) most recently notified in relation to the BSC Season under paragraphs 3.4.2 or 3.4.2A (as the case may be) , or (if another value has been estimated by or notified to the CRA pursuant to the Code) the value determined pursuant to paragraph 3.4.7N;

(i) if GC_i + DC_i is greater than zero, GC_i ;

(ii) otherwise, DC_i .

3.4.9 For the purposes of this paragraph 3.4 and paragraph 8.1.6:

(a) a "BSC Season" shall be as follows:

(i) BSC Spring shall be 1st March to 31st May inclusive;

(ii) BSC Summer shall be 1st June to 31st August inclusive;

(iii) BSC Autumn shall be 1st September to 30th November inclusive; and

(iv) BSC Winter shall be 1st December to 28th (or 29th, as the case may be) February inclusive

provided that the first relevant BSC Season shall be the period from the Go-live Date to the end of the next following BSC Season;

(b) a year means any period of twelve months.

3.5 Trading Units and Production and Consumption BM Units

3.5.1 A BM Unit shall be classified as a "Production" or a "Consumption" BM Unit (the applicable such classification at any time being referred to as the "P/C Status" of a BM Unit).

3.5.2 Subject to paragraph 3.5.4, 3.5.5 and 3.5.7, a BM Unit shall be a Production BM Unit where it belongs to a Trading Unit for which the sum of the Relevant Capacities, for all BM Units which belong to that Trading Unit, is positive and greater than zero; and otherwise shall be a Consumption BM Unit.

3.5.3 The P/C Status of a BM Unit shall be redetermined on each occasion on which:

(a) the BM Unit joins or leaves a Trading Unit;

(b) another BM Unit joins or leaves the Trading Unit to which the BM Unit belongs; or

(c) there is any change in the Demand Capacity or Generation Capacity of any of the BM Units which belong to that Trading Unit.

3.5.4 In accordance with paragraph 5, the P/C Status of an Interconnector BM Unit will not change at any time.

3.5.5 In the case of an Exempt Export BM Unit, irrespective of the Trading Unit to which the BM Unit belongs, the Lead Party shall elect, by notice to BSCCo and the CRA in accordance with BSCP15, whether the P/C Status of the BM Unit is to be Production or Consumption:

(a) upon notification to BSCCo pursuant to paragraph 1.5.1 that the Generating Plant which is comprised by the relevant BM Unit is Exemptable; and

(b) from time to time should the Lead Party wish to change its P/C Status election for the Exempt Export BM Unit.

3.5.5A BSCCo and the CRA shall ensure that an Exempt Export BM Unit has in effect at all times a P/C Status elected by the Lead Party.

3.5.6 In the case of a Storage BM Unit, irrespective of the Trading Unit to which the BM Unit belongs, the Lead Party shall elect, by notice to BSCCo and the CRA in accordance with BSCP15, whether the P/C Status of the BM Unit is to be Production or Consumption, and from time to time should the Lead Party wish to change its P/C Status election for the Storage BM Unit.

3.5.6A BSCCo and the CRA shall ensure that a Storage BM Unit has in effect at all times a P/C Status elected by the Lead Party.

3.5.7 Subject to paragraph 3.5.5, a BM Unit that belongs to a Base Trading Unit shall be a Consumption BM Unit irrespective of the sum of the Relevant Capacities for all BM Units which belong to that Base Trading Unit.

3.6 Changes in BM Unit registration

3.6.1 A Party may from time to time change the configurations of the BM Units which comprise the Plant and Apparatus for whose Exports and Imports it is responsible, by registering different BM Units comprising such Plant and Apparatus, subject to and in accordance with paragraph 3.2.

3.6.2 Where a Party ceases to be the Registrant of a CVA Metering System associated with a BM Unit for which it is the Lead Party:

(a) the Plant and Apparatus (whose Exports or Imports are measured by that Metering System) shall cease to be comprised in that BM Unit; and

(b) the Party shall take such steps (in accordance with BSCP15) as are necessary to give effect to paragraph (a), by cancelling the registration of that BM Unit or reconfiguring the BM Unit in accordance with paragraph 3.6.1 so as to include any remaining Plant and Apparatus for whose Exports or Imports it remains responsible,

with effect from the effective date of registration of the new registrant or (as the case may be) date on which the Party otherwise ceases to be Registrant in accordance with paragraph 2.3.1.

3.6.3 A Supplier may cancel its registration of an Additional BM Unit in accordance with BSCP15 provided that any Plant or Apparatus associated with SVA Metering Systems (of which it is Registrant) in a GSP Group which are assigned to such Additional BM Unit shall automatically be assigned with effect from the date of cancellation of the Additional BM Unit to such Supplier's Base BM Unit for that GSP Group, in accordance with paragraph 3.3.8.

3.6.4 Where a Supplier ceases to be the Registrant of any SVA Metering System in all GSP Groups (and, accordingly, ceases to be a Supplier for the purposes of the Code), it shall notify the CRA in accordance with BSCP15 and the CRA shall upon application by the Supplier to the CRA cancel the registration of each Base BM Unit for which such Supplier is the Lead Party in accordance with BSCP15.

3.7 Credit Qualifying BM Unit

3.7.1 A BM Unit shall be classified as a "Credit Qualifying BM Unit" if:

(a) it is a BM Unit in respect of which Section Q3 applies; and

(b) it is not an Interconnector BM Unit;

(d) one of the requirements in paragraph 3.7.2 is satisfied in respect of the BM Unit;

and a BM Unit shall cease to be classified as a Credit Qualifying BM Unit if it ceases to meet the requirements in paragraphs (a), (b) and (c) above.

3.7.2 The requirements referred to in paragraph 3.7.1(c) are that:

(a) the BM Unit is a Production BM Unit; or

(b) the BM Unit is an Exempt Export BM Unit;

4. TRADING UNITS

4.1 General

4.1.1 A combination of BM Units (other than Secondary BM Units), with the same or different Lead Parties, may be identified as a Trading Unit in accordance with this paragraph 4 and Annex K-2, in which case each such BM Unit shall be described as 'belonging' to that Trading Unit.

4.1.2 The basis on which BM Units belong to Trading Units shall be determined:

(a) in relation to a Supplier BM Unit which is not an Exempt Export BM Unit, in accordance with paragraph 4.7;

(b) in relation to an Exempt Export BM Unit, in accordance with paragraph 4.7 or paragraphs 4.2 to 4.6 as the Lead Party shall (in accordance with paragraph 4.7.3) determine;

and references to a "relevant" BM Unit in paragraphs 4.2 to 4.6 (and in this paragraph 4.1) shall be construed accordingly.

4.1.3 A relevant BM Unit shall belong to a Trading Unit with effect from the registration of the Trading Unit pursuant to paragraph 4.5.

4.1.4 Where a relevant BM Unit does not belong, or ceases to belong, to a Trading Unit comprising one or more other BM Units, that BM Unit shall itself constitute a Trading Unit.

4.1.5 A BM Unit may not belong to more than one Trading Unit at any given time.

4.2 Application

4.2.1 A Party may apply to the Panel for a combination of relevant BM Units (the "nominated" BM Units) to be treated as a Trading Unit by sending to the Panel a written application ("Trading Unit Application") stating the class of application and containing the other information and supported by the documents and other matters referred to in BSCP31 and signed by or on behalf of the Lead Parties for each of the BM Units concerned.

4.2.2 A Trading Unit Application shall be made in accordance with and subject to BSCP31.

4.2.3 A Trading Unit Application may be made in advance of registration of the relevant BM Units in accordance with BSCP31.

4.2.4 Annex K-2 shall apply in respect of any Trading Unit Application.

4.3 Decision

4.3.1 The Panel shall consider any Trading Unit Application in accordance with Annex K-2 and BSCP31, and shall make a determination as to whether the nominated BM Units may be treated as a single Trading Unit and shall promptly notify the Trading Unit Applicants and, where the Trading Unit Application is approved, the CRA of its determination.

4.4 Not used

4.5 Registration of Trading Units

4.5.1 Where a Trading Unit Application has been approved, the Trading Unit Applicants may, at any time after the Panel notified its determination under paragraph 4.3 (but subject to paragraph 4.6.6), register the Trading Unit by giving notice to the CRA:

(a) referring to the Panel's determination, and

(b) specifying:

(i) the identity of the Trading Unit Applicants;

(ii) for each such applicant, the relevant BM Unit(s) for which it is Lead Party which are to belong to the Trading Unit;

(iii) the class (in accordance with Annex K-2) of Trading Unit; and

(iv) the date with effect from which the Trading Unit is to be registered.

4.5.2 An application to register a Trading Unit shall be made in accordance with and subject to BSCP31.

4.5.3 The CRA shall in accordance with BSCP31 validate and process an application to register a Trading Unit.

4.5.4 Registration of a Trading Unit will be effective on and from the later of:

(a) the date specified by the applicants pursuant to paragraph 4.5.1(b)(iv), and

(b) the date on which all of the requirements specified for such effectiveness in BSCP31 have been satisfied.

4.6 Withdrawal

4.6.1 The Lead Party of any relevant BM Unit which belongs to a Trading Unit (other than a Sole Trading Unit) may terminate the registration of the Trading Unit by giving notice to the CRA and each of the Lead Parties for other relevant BM Units belonging to the Trading Unit, specifying the Trading Unit and the date with effect from which such registration is to be terminated.

4.6.2 Notice of termination of the registration of the Trading Unit shall be given in accordance with and subject to BSCP31.

4.6.3 Termination of the registration of the Trading Unit shall be effective from later of the date specified in the notice of termination and the date (in accordance with BSCP31) on which the CRA processes the notice.

4.6.4 With effect from the termination of the registration of a Trading Unit, each of the BM Units belonging to the Trading Unit shall belong to a Sole Trading Unit, except to the extent to which one or more different Trading Units, including any of such relevant BM Units, have been established and registered in accordance with this paragraph 4.

4.6.5 Where a relevant BM Unit belongs to a Sole Trading Unit, it shall automatically cease to do so upon the registration of any other Trading Unit to which it belongs.

4.6.6 If at any time the Panel determines that the relevant BM Units belonging to a Trading Unit no longer satisfy the requirements on the basis of which the Trading Unit was accepted by the Panel, the registration of the Trading Unit shall be terminated.

4.6.7 The Lead Party of each BM Unit belonging to a Trading Unit shall forthwith notify the Panel if the BM Units belonging to a Trading Unit no longer satisfy the requirements referred to in paragraph 4.6.6.

4.7 Base Trading Units

4.7.1 There shall automatically be established a Trading Unit (a "Base Trading Unit") in respect of each GSP Group.

4.7.2 Subject to paragraph 4.7.3:

(a) each Supplier BM Unit shall automatically belong to the Base Trading Unit for the relevant GSP Group; and

(b) each Exempt Export BM Unit in a GSP Group shall automatically belong to the Base Trading Unit for that GSP Group.

4.7.3 The Lead Party of an Exempt Export BM Unit may, by notice in writing to the CRA and BSCCo in accordance with (and with effect as specified in) BSCP31, elect that the BM Unit shall not belong to the applicable Base Trading Unit, in which case the Trading Unit to which such BM Unit belongs shall be determined in accordance with paragraphs 4.2 to 4.6 (or where applicable paragraph 4.1.3).

4.7.4 The Lead Party of an Exempt Export BM Unit may, by notice in writing to the CRA and BSCCo in accordance with (and with effect as specified in) BSCP31, withdraw an election under paragraph 4.7.3.

5. INTERCONNECTORS

5.1 General

5.1.1 The provisions of this paragraph 5 apply in relation to each Interconnector, in addition to and (to the extent in conflict with) in substitution for the other provisions of this Section K.

5.1.2 In accordance with paragraph 1.4, the Interconnected System Operator shall inform the CRA and the CRA will maintain a record of the Interconnector Boundary Point(s) for each Interconnector.

5.2 Derogation

5.2.1 If, in relation to a Distribution Interconnector:

(a) a Party other than the relevant Distribution System Operator has made a request to the Panel to be treated as responsible for Exports and Imports at such Interconnector;

(b) the Panel, after making reasonable enquiries of the circumstances giving rise to such request, has approved such request and has not withdrawn its approval;

then for so long as that Party continues to be the Registrant of the relevant CVA Metering System(s), and until and unless the approval of the Panel is withdrawn, the further provisions of this paragraph 5 (other than paragraphs 5.2.2 and 5.2.3) shall not apply in relation to that Interconnector, and such Party shall be allocated a single BM Unit in respect of such CVA Metering System(s) (which shall not be an Interconnector BM Unit).

5.2.2 Where and for so long as the further provisions of this paragraph 5 do not apply to a Distribution Interconnector by virtue of paragraph 5.2.1, the provisions of Section R shall apply to that Interconnector as if it were a BM Unit as referred to in Section R1.1.1(a) and not an Interconnector.

5.2.3 Any Party may:

(a) at any time request the Panel to consider whether to withdraw its approval of a request under paragraph 5.2.1(a); and

(b) where (following such request) the Panel decides not to withdraw such approval, if such Party wishes the matter to be determined by the Authority, refer to the Authority the question whether the provisions of this paragraph 5 should apply in relation to that Interconnector.

5.3 Registration of Metering Systems

5.3.1 For each Interconnector, the Interconnected System Operator shall be required:

(a) to install, maintain and operate (or procure the same) Metering Equipment pursuant to paragraph 1.2.1(a), and

(b) to register Metering System(s) pursuant to paragraph 1.2.1(b),

and accordingly (subject to its complying with those requirements) shall be the Registrant of such Metering System.

5.3.2 Accordingly, but only to the extent of the obligations under paragraphs 1.2.1(a) and (b), the Interconnected System Operator shall be treated as the Party responsible for Exports and Imports at an Interconnector Boundary Point.

5.3.3 Paragraph 2.2 (excluding paragraph 2.2.4(h)) shall apply in relation to the registration of the related Metering Systems in CMRS.

5.4 Appointment of Interconnector Administrator and Interconnector Error Administrator

5.4.1 No Party may Export or Import at an Interconnector Boundary Point unless there is an Interconnector Error Administrator appointed and registered in CRS in relation to the Interconnector.

5.4.2 The Interconnected System Operator shall not energise a new Interconnector until an Interconnector Administrator and an Interconnector Error Administrator is appointed and registered in CRS.

5.4.3 Subject to the requirements of any Licence, a Party shall be appointed as Interconnector Administrator and/or Interconnector Error Administrator in relation to an Interconnector by notice given by the Interconnected System Operator to BSCCo and the CRA, accompanied by that Party’s consent to act and application to be registered as such; and such appointment and registration shall be effective from the later of:

(a) the effective date specified in such notice, and

(b) the day following that on which BSCCo confirms to the CRA that such notice and consent have been given.

5.4.4 In relation to any Interconnector:

(a) without prejudice to Section H3, a Party may not resign or withdraw its consent to act as Interconnector Administrator or Interconnector Error Administrator, and

(b) the Interconnected System Operator may not withdraw or terminate the appointment of a Party as Interconnector Administrator or Interconnector Error Administrator,

unless and until another Party has been appointed and registered as such in its place.

5.4.5 If, in relation to an Interconnector, for any reason:

(a) the Party for the time being appointed as Interconnector Error Administrator ceases to be a Party, or the registration of the Party appointed as Interconnector Error Administrator is removed pursuant to Section H3.2, or

(b) otherwise at any time there is no Party so appointed,

the Interconnected System Operator shall:

(i) appoint itself as Interconnector Error Administrator; or

(ii) subject to paragraph 5.4.8, de-energise the Interconnector; and

(d) pending one or other of the steps referred to in paragraph (c), assume the responsibilities of the Interconnector Error Administrator for the purposes of the Code.

5.4.6 If, in relation to an Interconnector, for any reason:

(a) the Party for the time being appointed as Interconnector Administrator ceases to be a Party, or

(b) otherwise at any time there is no Party so appointed, or

(d) the Interconnected System Operator becomes the Interconnector Error Administrator pursuant to paragraph 5.4.5,

the BM Unit Metered Volumes for the Interconnector BM Units of any relevant Interconnector User shall be set to zero by the SAA (and, accordingly, the Interconnector Metered Volume shall be attributed to the relevant Interconnector BM Unit of the Interconnector Error Administrator in accordance with Section T4.1) until and unless a replacement Interconnector Administrator or Interconnector Error Administrator (as the case may be) is appointed and registered in accordance with the provisions of paragraph 5.4.3 or (as the case may be) the Interconnector Administrator ceases to be in Default.

5.4.7 BSCCo shall notify the SAA if and when any of the circumstances described in paragraph 5.4.6 occur.

5.4.8 In relation to paragraph 5.4.5(c)(ii):

(a) the NETSO may only de-energise the Interconnector with the approval of the Panel and with the approval, in relation to an Interconnector connected to an External System in the National Electricity Transmission System Operator Area, of the Authority or, in relation to an Interconnector connected to an External System outside the National Electricity Transmission System Operator Area, of the Secretary of State;

(b) subject to paragraph (a), each Party hereby consents to such de-energisation;

(c) each relevant Interconnector User shall indemnify and keep indemnified the Interconnected System Operator on demand against any and all liability, loss or damage which it may suffer by reason of effecting such de-energisation (but without prejudice to any agreement or arrangement between the relevant Interconnector Users and the Interconnected System Operator outside the terms of the Code in respect of such matters).

5.4.9 For the purposes of this paragraph 5.4, a "relevant Interconnector User" means an Interconnector User with Interconnector BM Units associated with the Interconnector in question.

5.5 Interconnector BM Units

5.5.1 For the purposes of the Code, an "Interconnector BM Unit" is a notional BM Unit associated with an Interconnector; and (except in paragraph 3.1 and unless otherwise provided or the context otherwise requires) an Interconnector BM Unit shall be treated as a BM Unit for all purposes of the Code.

5.5.2 The Interconnector Error Administrator shall, upon its appointment as such becoming effective, automatically be allocated (and registered in respect of) two Interconnector BM Units in accordance with paragraph 5.5.5.

5.5.3 Any Trading Party may apply to register Interconnector BM Units in relation to an Interconnector, and paragraphs 3.2.3 to 3.2.8 shall apply in relation to such application and registration, subject as follows:

(a) the Party shall identify the Interconnector in its registration application;

(b) the requirement (to identify the associated Metering Systems) in paragraph 3.2.3(d) shall not apply;

5.5.4 The requirements are that:

(a) the Interconnected System Operator is Registrant of the related Metering Systems (and such registration is effective in accordance with paragraph 2.2.5);

(b) a Party or Parties are registered as Interconnector Administrator and Interconnector Error Administrator and such registrations are effective in accordance with paragraph 5.4.3.

5.5.5 Each Party who registers Interconnector BM Units in relation to any Interconnector will be allocated (and registered in respect of) two Interconnector BM Units designated as a Production BM Unit and a Consumption BM Unit respectively.

5.5.6 In relation to the NETSO:

(a) where the NETSO is appointed (other than pursuant to paragraph 5.4.5) as Interconnector Error Administrator in respect of an Interconnector, the Interconnector BM Units allocated to the NETSO pursuant to paragraph 5.5.2 for that Interconnector shall be associated with the corresponding TC (IEA) Energy Accounts for that Interconnector;

(b) any other BM Units allocated to the NETSO (under paragraph 5.5.2 or Section R7.5.2) shall be associated with the corresponding TC (Non-IEA) Energy Accounts,

and, for the avoidance of doubt, the NETSO shall apply for and hold the TC (Non-IEA) Energy Accounts in accordance with Section A.

5.6 Demand Capacity and Generation Capacity

5.6.1 In relation to a Production Interconnector BM Unit, Generation Capacity shall be determined under paragraph 3.4.8(a) and the value of Demand Capacity shall at all times be zero.

5.6.2 In relation to a Consumption Interconnector BM Unit, Demand Capacity shall be determined under paragraph 3.4.8(b) and the value of Generation Capacity shall at all times be zero.

5.7 Trading Units

5.7.1 An Interconnector BM Unit that is associated with an Interconnector that has Boundary Points at more than one Site may not belong to a Trading Unit other than a Sole Trading Unit.

6. REGISTRATION

6.1 Central Registration Service

6.1.1 The CRA shall:

(a) establish, maintain and operate the CRS;

(b) receive (from Parties, Party Agents, other BSC Agents, BSCCo or others), validate and (if required) process:

(i) applications for registration in CRS, and

(ii) data which is required to be maintained in the CRS, including data relating to Parties, Party Agents, Qualified Persons, BM Units and Trading Units;

and maintain and from time to time update and amend such registrations and data; and

subject to and in accordance with the requirements of the Code and applicable BSC Procedures.

6.1.2 The CRA shall provide or make available registration data from CRS as follows:

(a) the CRA shall provide each day to the SAA, FAA, ECVAA, NETSO, each Interconnector Administrator and BSCCo, the full registration data in CRS;

(b) the CRA shall provide each day to the BMRA BM Unit registration data;

(c) the CRA shall notify to the SVAA in accordance with BSCP15 details of the Supplier BM Units registered by each Supplier;

(d) the CRA shall notify to the SVAA in accordance with BSCP15 details of the Secondary BM Units registered by each Virtual Lead Party or Virtual Trading Party;

(e) the CRA shall make available to each Party in accordance with BSCP65 details of that Party’s registrations in CRS: and

(f) the CRA shall provide to the SAA details of each CVA BM Unit submitted as part of an EMR CVA BM Unit Declaration.

6.2 Central Meter Registration Service

6.2.1 In relation to the CMRS:

(a) the CRA and the CDCA shall establish, maintain and operate the CMRS;

(b) the CRA shall receive (from Parties or Party Agents), validate and process applications for registration of Metering Systems in CMRS and allocate an identification number to each such Metering System, and maintain and from time to time update and amend such registrations and data;

(c) the CDCA shall receive (from Parties or Party Agents), validate and process applications for registration of data relating to Metering Systems which is required to be maintained by the CDCA in CMRS, and maintain and from time to time update and amend such registrations and data;

(d) the CRA and the CDCA shall send data from the CMRS to Parties, Party Agents, other BSC Agents, BSCCo and others

subject to and in accordance with the requirements of the Code and applicable BSC Procedures.

6.2.2 The CRA shall provide or make available registration data from CMRS as follows:

(a) the CRA shall provide each day to the NETSO and BSCCo the identity of each Metering System registered in CMRS and its Registrant;

(b) the CRA shall make available to each Party in accordance with BSCP65 details of that Party’s registrations in CMRS.

6.3 EMR CVA BM Unit Declarations

6.3.1 Where the Registrant of a Metering System that has been registered in CMRS (a “CVA BM Unit”) pursuant to 2.1.1(b) wishes to exclude the Import associated with that Metering System from the calculation by the EMRS of the Registrant’s Final Consumption Levies, the Registrant should register the CVA BM Unit relating to that CVA Metering System by submitting an “EMR CVA BM Unit Declaration” in accordance with BSCP15.

7. FAILING SUPPLIER PROCESS

7.1 Transfer of responsibility

7.1.1 For the purposes of the Code:

(a) "Supplier of Last Resort" means, in relation to a BM Unit comprising or including premises of one or more Customers, the Trading Party to which a last resort direction is issued by the Authority in respect of those premises;

(b) "last resort direction" has the meaning given to that term in each Supply Licence;

(c) "Transferee" means, in relation to a BM Unit, the Trading Party identified as the transferee for that BM Unit in a notice which is given and takes effect pursuant to and in accordance with paragraph 7.2;

(d) the "Affected BM Units" are:

(i) in relation to a Supplier of Last Resort, the BM Unit(s) comprising or including premises in respect of which the last resort direction is made and, where applicable, any related BM Units referred to in paragraph 7.3.3;

(ii) in relation to a Transferee, the BM Unit(s) specified in the notice given pursuant toparagraph 7.2 in respect of that Transferee and, where applicable, any related BM Units referred to in paragraph 7.3.3;

and, in each case, an "Affected BM Unit" shall be a particular one of them.

(e) "Replacement Supplier" means, in relation to an Affected BM Unit:

(i) the Supplier of Last Resort; or

(ii) the Transferee,

as the case may be;

(f) "failing Supplier" means:

(i) in relation to a Supplier of Last Resort, the other supplier (as defined in the Supply Licence of the Supplier of Last Resort); and

(ii) in relation to a Transferee, the Lead Party giving (and entitled to give) the notice referred to in paragraph 7.2.1;

(g) the "Appointment Day" means:

(i) in relation to a Supplier of Last Resort (and, where applicable, an Affected BM Unit), the day when the relevant last resort direction takes effect pursuant to the Supply Licence of the Supplier of Last Resort;

(ii) in relation to a Transferee (and, where applicable, an Affected BM Unit), the day next following the day on which the relevant notice referred to in paragraph 7.2 is received by BSCCo; and

(h) references to the 'appointment' of a Replacement Supplier are:

(i) in the case of a Supplier of Last Resort, to the issue of a last resort direction to the relevant Trading Party;

(ii) in the case of a Transferee, to the giving of a notice to BSCCo pursuant to paragraph 7.2 identifying the relevant Trading Party as the transferee,

and derivative terms shall be construed accordingly.

7.1.2 The provisions of this paragraph 7 apply on the appointment of a Replacement Supplier for the purposes of recognising and giving effect, under the Code, to the transfer of responsibility for Exports and Imports of Plant and Apparatus comprised in Affected BM Unit(s) from the failing Supplier to the Replacement Supplier.

7.1.3 Without prejudice to Section N6.10, where a Replacement Supplier is appointed, then in respect of each Affected BM Unit:

(a) such Replacement Supplier shall be treated for the purposes of the Code (notwithstanding any other provision of this Section K but subject to the further provisions of this paragraph 7) as becoming:

(i) responsible for Exports and Imports of the Plant and Apparatus comprised in that BM Unit;

(ii) the Registrant in respect of all Metering Systems associated with that BM Unit (and, for the purposes only of the Code, as having appointed and registered the Party Agents of the failing Supplier in respect of such Metering Systems, and otherwise as having complied with any conditions to the appointment or registration thereof, in accordance with the provisions of the Code); and

(iii) subject to the obligations and liabilities and entitled to the rights and benefits (including in respect of Trading Charges and BSCCo Charges) related to or connected with those Metering Systems and Exports and Imports of that Plant and Apparatus; and

(b) the relevant failing Supplier shall be treated for the purposes of the Code (notwithstanding any other provision of this Section K but subject to the further provisions of this paragraph 7) as ceasing to be:

(i) responsible for Exports and Imports of the Plant and Apparatus comprised in that BM Unit;

(ii) the Registrant in respect of all Metering Systems comprised in that BM Unit; and

in each case, with effect from the time and date when the transfer of responsibility resulting from such appointment is deemed to take effect in accordance with paragraph 7.1.4 and in respect of each Settlement Period on and after such time, and the provisions of the Code shall be construed accordingly.

7.1.4 The transfer of responsibility resulting from the appointment of a Replacement Supplier shall be deemed to take effect, for the purposes of the Code:

(a) in the case of a Supplier of Last Resort, from 00.00 hours on the Appointment Day;

(b) in the case of a Transferee, from the time and date specified in the relevant notice given pursuant to paragraph 7.2.1 and in accordance with the further provisions of paragraph 7.2,

(such time and date being referred to in the Code as the "Replacement Supplier Transfer Date").

7.1.5 The transfer of responsibility in respect of Exports and Imports of Plant and Apparatus comprised in Affected BM Units from the failing Supplier to the Replacement Supplier pursuant to this paragraph 7.1 shall be without prejudice to and shall not affect:

(a) the rights and liabilities of the failing Supplier under the Code relating to or connected with such BM Units (or Metering Systems associated with such BM Units), including in respect of Trading Charges (including Reconciliation Charges and Ad-hoc Trading Charges) and BSCCo Charges, accrued or accruing in respect of the period prior to the Replacement Supplier Transfer Date;

(b) the rights and liabilities of the failing Supplier under the Code relating to or connected with any other BM Units or Metering Systems for which the failing Supplier is responsible, including in respect of Trading Charges (including Reconciliation Charges and Ad-hoc Trading Charges) and BSCCo Charges, accrued or accruing in respect of the period on, before or after the Replacement Supplier Transfer Date.

7.1.6 For the avoidance of doubt, nothing in this paragraph 7 shall affect:

(a) any Energy Contract Volume Notifications for which the failing Supplier is a Contract Trading Party;

(b) any Metered Volume Reallocation Notifications for which the failing Supplier is the Subsidiary Party,

whether submitted or submitted in respect of a period on, before or after the Replacement Supplier Transfer Date, and any such Energy Contract Volume Notifications or Metered Volume Reallocation Notifications validly submitted in accordance with Section P shall apply and be taken into account in Settlement, subject to and in accordance with the other provisions of the Code, for the purposes of determining any liability or entitlement of the failing Supplier in respect of Trading Charges.

7.1.7 The provisions of paragraph 7.1.3 are without prejudice to the obligations of the Replacement Supplier and the failing Supplier contained in paragraph 7.6.

7.1.8 The provisions of this paragraph 7.1 shall apply for the purposes of Settlement under the Code notwithstanding any other provisions in any Core Industry Document.

7.1.9 Where a last resort direction is issued to a Trading Party, such Trading Party shall forthwith send a copy of the last resort direction to BSCCo, and BSCCo shall send a copy thereof to each other Party.

7.1.10 Until and unless each Supply Licence requires the holder of that Supply Licence to comply with a direction of the Authority to supply electricity to customers of the holder of another Supply Licence upon revocation of that other Supply Licence:

(a) references in this paragraph 7 to a Supplier of Last Resort shall be to the Trading Party which has consented, at the request of the Authority, to supply electricity to customers at premises upon revocation of the Supply Licence of another Trading Party which was supplying such customers immediately prior to revocation; and

(b) in relation to the Supplier of Last Resort, references in this paragraph 7:

(i) to the Affected BM Unit(s) are to the BM Unit(s) comprising or including the premises in respect of which such Trading Party so consents to supply electricity and, where applicable, any related BM Units referred to in paragraph 7.3.3;

(ii) to the Appointment Day are to the day when such Trading Party commences that supply of electricity (under a contract made or deemed, by virtue of schedule 6A of the Act, to have been made with the relevant customer(s)); and

(iii) to the failing Supplier are to the Trading Party which was responsible for the supply of electricity in respect of such premises immediately prior to such day and whose Supply Licence is revoked.

7.2 Trade Sales

7.2.1 Where, in relation to a Lead Party:

(a) one or more of the events referred to in Section H3.1.1(g)(iii), (iv), (v) or (vi) occurs; or

(b) BSCCo determines that one or more of the events referred to in Section H3.1.1(g)(i) or (ii) has occurred,

such Lead Party may give notice to BSCCo that it intends to transfer to another Trading Party its interests in respect of the provision of electrical power to Customers and/or the receipt of electrical power from Generating Plant (such transfer being referred to as the "relevant transfer").

7.2.2 A notice given pursuant to paragraph 7.2.1 shall:

(a) be in writing;

(b) identify:

(i) subject to paragraph 7.2.3, the BM Unit(s) of the Lead Party in respect of which the relevant transfer is to take place;

(ii) the transferee, being the Trading Party to which the relevant transfer is to be made;

(iii) subject to paragraph 7.2.4, the date with effect from which the relevant transfer is to be made;

(iv) subject to paragraph 7.2.5, the time with effect from which the relevant transfer is to be made; and

(c) be signed by or on behalf of both the Lead Party issuing such notice and the Trading Party identified in such notice as the transferee.

7.2.3 A relevant transfer:

(a) may relate to Plant and Apparatus (of the relevant Customer(s) and/or generator(s), as the case may be) associated with one or more BM Units but may not relate to part only of the Plant and Apparatus associated with a BM Unit;

(b) may not include BM Units comprising only Generating Plant (except where the Generating Plant is owned or operated by a SVA Generator) or associated only with an Interconnector.

7.2.4 For the purposes of the Code, the date with effect from which a relevant transfer is to take effect:

(a) may not be earlier than the date of a Settlement Day to be determined at the time by BSCCo such that the transfer of responsibility pursuant to this paragraph 7 can be taken into account for the purposes of the Initial Settlement Run to be carried out for that Settlement Day;

(b) may not be later than the Appointment Day.

7.2.5 Unless otherwise agreed in advance by BSCCo, the time with effect from which a relevant transfer is to take effect, for the purposes of the Code, is 00.00 hours on the date with effect from which such relevant transfer is to take effect in accordance with paragraph 7.2.4.

7.2.6 Without prejudice to the provisions of paragraphs 7.2.3, 7.2.4 and 7.2.5 as they apply for the purposes of the Code, those provisions shall not affect or limit the terms and conditions upon which a relevant transfer is to be made as between the parties to the relevant transfer.

7.2.7 For the avoidance of doubt:

(a) a notice may not be given pursuant to paragraph 7.2.1 (and any notice given shall not take effect) in respect of premises for which a Trading Party is appointed as the Supplier of Last Resort (in the same set of circumstances);

(b) where a Lead Party intends to transfer its interests to more than one Trading Party, a separate notice shall be required under paragraph 7.2.1 for each relevant transfer.

7.2.8 BSCCo shall send a copy of any notice given pursuant to paragraph 7.2.1 to the Authority, each Party and the CRA.

7.3 Establishment of BM Units

7.3.1 The provisions of this 7.3agraph 7.3 apply in relation to an Affected BM Unit where a Trading Party becomes, for the purposes of the Code, the Replacement Supplier in respect of that BM Unit.

7.3.2 Where this 7.3agraph 7.3 applies, the CRA shall establish a BM Unit (a "Replacement Supplier BM Unit") for which the Replacement Supplier is the Lead Party corresponding to each Affected BM Unit in respect of which the relevant Trading Party becomes the Replacement Supplier as soon as reasonably practicable after the appointment of such Replacement Supplier.

7.3.3 Where a Replacement Supplier is appointed in respect of an Affected BM Unit which is a Base BM Unit of the failing Supplier, such Replacement Supplier shall also assume responsibility for the Generating Plant comprised in any BM Unit of the failing Supplier in the same GSP Group which comprises only Generating Plant of a SVA Generator, unless responsibility for such Generating Plant is otherwise assumed at the time by another Replacement Supplier.

7.3.4 Unless the context otherwise requires, references to BM Units in the Code shall include Replacement Supplier BM Units.

7.3.5 The establishment of Replacement Supplier BM Unit(s) pursuant to paragraph 7.3.2 shall take effect on and from the Replacement Supplier Transfer Date.

7.3.6 Each Replacement Supplier BM Unit established pursuant to paragraph 7.3.2 shall be configured in the same way and have the same attributes as the Affected BM Unit of the failing Supplier to which it corresponds, including:

(a) the Generation Capacity and the Demand Capacity;

(b) the Credit Assessment Load Factor;

(d) (where applicable) the GSP Group in which that BM Unit is situated;

(e) (where applicable) the status of that BM Unit as a Base BM Unit or an Additional BM Unit;

(f) (where applicable) the SVA Metering Systems associated with that BM Unit;

(g) the P/C Status;

(h) (where applicable) the Aggregation Rules;

(i) the Trading Unit to which that BM Unit belongs;

(j) not used;

(k) whether that BM Unit is considered a relevant BM Unit for the purposes of Section Q,

but without prejudice to the Replacement Supplier's rights and obligations to revise such configuration and attributes, or otherwise to the revision of such configuration and attributes, from time to time pursuant to any other provision of the Code.

7.3.7 Where a Replacement Supplier is appointed in respect of Plant or Apparatus which is subject to a Shared SVA Meter Arrangement, then notwithstanding any provisions to the contrary in paragraph 2.5:

(a) references in this paragraph 7 to Metering Systems associated with a BM Unit shall include the Shared SVA Metering System;

(b) the transfer of responsibility under this paragraph 7 shall apply in respect of Exports and Imports associated with the SVA Metering System Number(s) of the failing Supplier;

(c) the Allocation Schedule prevailing immediately prior to the Appointment Day shall continue to apply and to bind the Replacement Supplier and the other Supplier(s) (not being the failing Supplier) to the Shared SVA Meter Arrangement;

(d) the Replacement Supplier shall assume the status previously held by the failing Supplier as the Primary Supplier or a Secondary Supplier (as the case may be);

(e) the provisions of paragraph 7.6.7 shall apply.

7.4 Effect of establishment of Replacement Supplier BM Units

7.4.1 The establishment of a Replacement Supplier BM Unit pursuant to paragraph 7.3 shall be treated, for the purposes of the Code, as if:

(a) that new BM Unit had been registered (comprising the same Metering Systems as those comprised in the corresponding BM Unit of the failing Supplier) by the Replacement Supplier with effect from the Replacement Supplier Transfer Date; and

(b) the registration of the corresponding BM Unit of the failing Supplier had been cancelled by the failing Supplier with effect from such date.

7.4.2 Without prejudice to the generality of paragraph 7.4.1 and subject to the further provisions of this paragraph 7, in respect of each Settlement Period on and after the Replacement Supplier Transfer Date:

(a) the BM Unit Metered Volumes of the Affected BM Unit to which a Replacement Supplier BM Unit corresponds shall be allocated to the Replacement Supplier BM Unit; and

(b) such BM Unit Metered Volumes shall not be allocated or treated as allocated to the Affected BM Unit to which such Replacement Supplier BM Unit corresponds,

for the purposes of Section T.

7.4.3 Notwithstanding paragraph 7.4.1, in respect of each Settlement Period during the period (if any) between the Replacement Supplier Transfer Date and the Appointment Day:

(a) each MVRNA Authorisation of the failing Supplier relating to an Affected BM Unit, which is effective for such period in accordance with Section P, shall be treated as effective for that period in relation to the Replacement Supplier and the Replacement Supplier BM Unit to which the Affected BM Unit corresponds;

(b) each Metered Volume Reallocation Notification of the failing Supplier (as Lead Party) relating to an Affected BM Unit shall be treated as relating to the Replacement Supplier BM Unit to which it corresponds and to the Replacement Supplier (as Lead Party) instead, and shall be taken into account for the purposes of Settlement accordingly;

(c) each data item submitted by the failing Supplier or established by the NETSO under, and each action taken in pursuance of and as contemplated by Section Q, in relation to an Affected BM Unit shall be treated as applying to or taken in relation to the Replacement Supplier BM Unit to which the Affected BM Unit corresponds and (where applicable) submitted by the Replacement Supplier instead, and shall be taken into account for the purposes of Settlement accordingly,

provided that (for the avoidance of doubt) any Metered Volume Reallocation Notifications and any data item as referred to in paragraph (c) submitted or purportedly submitted by or on behalf of the failing Supplier (as Lead Party) relating to the Affected BM Units in respect of any period on or after the Appointment Day (whether submitted before, on or after the date when the registration of such Affected BM Units is treated as cancelled pursuant to paragraph 7.4.1) shall, by virtue of paragraph 7.4.1, be void and of no effect and shall not be applied to the Replacement Supplier BM Units to which they correspond.

7.4.4 The provisions of Section M3.4.6 shall apply.

7.4.5 Without prejudice to the obligations of the Replacement Supplier in paragraph 7.6, a Replacement Supplier shall not be considered to be in breach of any provision of the Code relating to Metering Systems (and/or Party Agents deemed to be appointed and registered by it pursuant to paragraph 7.1.3(a)(ii)) to the extent that, during the period between the Replacement Supplier Transfer Date and the relevant Replacement Supplier Registration Date, the Replacement Supplier is unable to comply or take steps to comply with such provision by reason (only) of the fact that it is not formally registered in CMRS or SMRS (as the case may be) as the Registrant of Metering System(s) for which it is deemed to be the Registrant by virtue of paragraph 7.1.3(a)(ii), including the provisions of:

(a) Section J5; and

(b) Section O3.2

provided that this paragraph 7.4.5 shall not relieve the Replacement Supplier of liability under Section S3.2 and Annex S-1 in relation to such Metering Systems.

7.4.6 The Replacement Supplier shall not be entitled to:

(a) allocate SVA Metering Systems comprised in a Replacement Supplier BM Unit to Additional BM Units, in accordance with Section S6, or otherwise change the allocation of a SVA Metering System to a Replacement Supplier BM Unit until the relevant Replacement Supplier Registration Date for that Metering System;

(b) change the status (as a Base BM Unit or Additional BM Unit) of Replacement Supplier BM Units with which SVA Metering Systems are associated.

7.4.7 Without prejudice to paragraph 7.1.3, the failing Supplier shall remain registered in CMRS or SMRS (as the case may be) in respect of each Metering System associated with the Replacement Supplier BM Unit until the earlier of the relevant Replacement Supplier Registration Date and the date when another Trading Party becomes registered, for the purposes of and in accordance with the Code, in respect of such Metering System.

7.4.8 For the avoidance of doubt, the deemed appointment and registration of Party Agents pursuant to paragraph 7.1.3(a)(ii) applies for the purposes of the Code only and shall not create, affect or change any relationship between the failing Supplier or the Replacement Supplier and those (or any other) Party Agents.

7.5 Data

7.5.1 For the purposes of any provisions in the Code relating to the ownership and use of data (including Section L5), the rights of the failing Supplier in respect thereof, as they relate to the Affected BM Units for which a Trading Party becomes the Replacement Supplier, shall apply to the Replacement Supplier as if it were the actual Registrant of the relevant Metering Systems with effect from the Replacement Supplier Transfer Date, and:

(a) any such rights shall automatically be assigned by the failing Supplier to the Replacement Supplier with effect from and in respect of the period on and after the Replacement Supplier Transfer Date; or

(b) to the extent that it is not possible legally to assign such rights as provided in paragraph (a), the failing Supplier shall make such data available to the Replacement Supplier at all times on terms such that the Replacement Supplier is free to use such data as if the data had been so assigned to it.

7.5.2 The failing Supplier shall take all reasonable steps to co-operate with the Replacement Supplier to give effect to the transfer of responsibility contemplated by this paragraph 7 and to enable the Replacement Supplier to comply with its obligations hereunder.

7.5.3 Without prejudice to the generality of paragraph 7.5.2, the failing Supplier shall provide the Replacement Supplier with such records, data and information and otherwise take such steps as if, in relation to each Metering System associated with the Affected BM Units, a change of Registrant (from the failing Supplier to the Replacement Supplier) had occurred on the Replacement Supplier Transfer Date.

7.5.4 The failing Supplier shall have a right of access to any records, data and information referred to in this paragraph 7.5 to the extent required by the failing Supplier for the purposes of the Code in relation to any period prior to the Replacement Supplier Transfer Date.

7.5.5 Each SMRA shall, in accordance with BSCP501, provide the Replacement Supplier with such records, data and information that it holds in respect of the Metering Systems for which the failing Supplier was Registrant.

7.6 Obligation to register Metering Systems

7.6.1 Subject to paragraph 7.6.6, each Replacement Supplier shall take such steps as may be necessary:

(a) to effect, in accordance with the provisions of paragraph 2, the registration of Metering Systems (or, in the case of a Shared SVA Meter Arrangement, the Shared SVA Metering System with the relevant SVA Metering System Number) treated, for the purposes of this paragraph 7, as associated with its Replacement Supplier BM Unit(s);

(b) to effect the appointment and registration of Party Agents in relation to those Metering Systems; and

(c) otherwise to comply with the provisions of the Code, including Section J, Section L, Section R and Section S, relating to the registration of Metering Systems and Party Agents.

7.6.2 The Replacement Supplier shall take the steps referred to in paragraph 7.6.1 as soon as reasonably practicable after the Appointment Day and, in any event, within three months after the Appointment Day.

7.6.3 The failing Supplier shall take such steps as may be required under the Code in order to permit the Replacement Supplier to become registered as the Registrant in respect of the Metering Systems referred to in paragraph 7.6.1.

7.6.4 For the purposes of the Code, in respect of a Metering System associated with Plant or Apparatus comprised in an Affected BM Unit for which the Replacement Supplier becomes responsible pursuant to this paragraph 7, the date when the Replacement Supplier becomes registered in CMRS or CSS (as the case may be) as the Registrant in respect of that Metering System shall be referred to as the "Replacement Supplier Registration Date".

7.6.5 In the case of each SVA Metering System in a GSP Group comprised in a Replacement Supplier BM Unit, such Metering System shall with effect from the relevant Replacement Supplier Registration Date be associated with and comprised in the Base BM Unit of the Replacement Supplier (not being the Replacement Supplier BM Unit) for that GSP Group, subject to paragraph 7.6.6 and without prejudice to the rights of the Supplier under Section S6 from that date.

7.6.6 The obligation of the Replacement Supplier under paragraph 7.6.1 to become registered in respect of each Metering System associated with its Replacement Supplier BM Units is without prejudice and subject to the rights and obligations of another Trading Party under the Code to become registered in respect of any such Metering System, in accordance with the provisions of the Code and, where applicable, the REC, if such other Trading Party becomes responsible for Exports and Imports associated with such Metering System prior to the relevant Replacement Supplier Registration Date, in which case such Metering System shall cease to be associated with such Replacement Supplier BM Unit with effect from the effective date of registration by such other Trading Party.

7.6.7 In relation to a Shared SVA Meter Arrangement, if the Replacement Supplier and the other Supplier(s) (not being the failing Supplier) fail to reach agreement, prior to the deadline provided in paragraph 7.6.2, on the arrangements which are to apply as between themselves for the purposes of the Shared SVA Meter Arrangement, the provisions of paragraph 2.5.6 shall apply as if a Secondary Supplier had ceased to be the Secondary Supplier.

7.6.8 In the case of a relevant transfer made pursuant to paragraph 7.2, where the Lead Party transfers its interests in relation to all its BM Units (subject to paragraph 7.2.3) to a single Transferee:

(a) the provisions of this paragraph 7.6 shall not apply; and

(b) in relation to a Metering System associated with the relevant Replacement Supplier BM Unit:

(i) the reference in paragraphs 7.4.5 and 7.4.7 to the relevant Replacement Supplier Registration Date shall be to the date (if any) with effect from which the Transferee becomes registered, for the purposes of and in accordance with the provisions of paragraph 2, in respect of such Metering System; and

(ii) the provisions of paragraph 7.4.6 shall not apply.

8. CONFIGURATION AND REGISTRATION OF SECONDARY BM UNITS

8.1 Configuration of Secondary BM Units

8.1.1 A Secondary BM Unit shall comprise of Plant and Apparatus

(a) with which the Lead Party of that Secondary BM Unit may provide Balancing Services, and/or;

(b) in respect of which Deviation Volumes are to be determined.

8.1.2 A Secondary BM Unit must satisfy the following conditions:

(a) the Secondary BM Unit does not comprise of Plant and Apparatus whose Imports and Exports are measured by CVA Metering System(s);

(b) the Secondary BM Unit may only comprise of Plant and Apparatus whose Imports and Exports are measured by Half Hourly SVA Metering System(s) and/or flows to and from which are measured by an Asset Metering System;

(c) a Secondary BM Unit shall not have a Half Hourly SVA Metering System allocated to it which is allocated to one other Secondary BM Unit at the same time;

(d) a Secondary BM Unit may have an Asset Metering System allocated to it which is allocated to one other Secondary BM Unit at the same time, provided that the Asset Metering System is used solely for Asset Differencing in one of the Secondary BM Units it is allocated to; and

(e) the Secondary BM Unit does not comprise of Plant and Apparatus associated with Half Hourly SVA Metering Systems and/or Asset Metering Systems that are in more than one GSP Group.

8.1.3 A Secondary BM Unit shall be classified as a "Production" or a "Consumption" Secondary BM Unit (the applicable such classification at any time being referred to as the "P/C Status" of a Secondary BM Unit).

8.1.4 Other than Secondary BM Units registered by Virtual Trading Parties ("Trading Secondary BM Units"), in respect of which paragraph 8.1.10 shall apply, the Lead Party of a Secondary BM Unit shall make an election as to whether the P/C Status of that Secondary BM Unit is to be Production or Consumption:

(a) upon application to register the Secondary BM Unit pursuant to paragraph 8.2; and/or

(b) from time to time where the Lead Party wishes to change the P/C Status for such Secondary BM Unit,

in each case in accordance with BSCP15.

8.1.5 The Lead Party of a Trading Secondary BM Unit shall estimate and notify to the CRA, in relation to each BSC Season in each year (the "relevant" BSC Season), from time to time in accordance with paragraph 8.1.6, in good faith and as accurately as it reasonably can, what will be the Generation Capacity and Demand Capacity for that Trading Secondary BM Unit.

8.1.6 The Lead Party shall estimate and notify to the CRA amounts under paragraph 8.1.5:

(a) initially, at the time of registration of the Trading Secondary BM Unit under paragraph 8.2;

(b) not later than the time specified in BSCP15 in the BSC Season preceding the relevant BSC Season; and

(c) within such period after the criteria set out in paragraph 3.4.3 (but subject to paragraph 8.1.9(b)) have been met as is specified in paragraph 3.4.5, provided that the Lead Party shall have no obligation to submit a revised estimate of any such amount in circumstances where such criteria have been met as a result of the CRA notifying the Lead Party that the CRA has identified that either or both of the GC and DC Breach Monitoring Criteria have been met, pursuant to paragraph 3.4.7D(b).

8.1.7 The Lead Party of a Trading Secondary BM Unit may, up to twice in each BSC Season, (subject to paragraph 3.4.4), also estimate and notify to the CRA increases in the negative value of Deviation Volume with the maximum magnitude divided by SPD where the Lead Party becomes aware of or believes in good faith that such value will become greater than DC for the remainder of the BSC Season.

8.1.8 For each Trading Secondary BM Unit at any time:

(a) the "Generation Capacity" or "GC" shall be the amount determined as:

G / SPD

where G is the maximum positive Deviation Volume estimated under paragraph 8.1.5 for that BSC Season;

(b) the "Demand Capacity" or "DC" shall be the amount determined as:

D / SPD

where D is the maximum negative Deviation Volume estimated under paragraph 8.1.5 for that BSC Season;

(i) if GC_i + DC_i is greater than zero, GC_i ;

(ii) otherwise, DC_i .

8.1.9 In respect of Trading Secondary BM Units:

(a) paragraphs 3.4.4 to 3.4.7 shall apply mutatis mutandis; and

(b) the CRA shall carry out GC and DC Breach Monitoring in respect of Trading Secondary BM Units pursuant to paragraphs 3.4.7A to 3.4.7P provided that, for the purposes of monitoring Trading Secondary BM Units, paragraph 3.4 shall be interpreted as follows:

(i) references to BM Unit Metered Volumes, Metered Volumes and QM_ij shall be deemed to be references to Deviation Volumes; and

(ii) references to GC Limits and DC Limits shall be deemed to be references to the GC Limits and DC Limits applicable to Trading Secondary BM Units.

8.1.10 The P/C Status of a Trading Secondary BM Unit shall be:

(a) Production where the Relevant Capacity of that BM Unit is GC; or

(b) Consumption where the Relevant Capacity of that BM Unit is DC,

in each case where the Relevant Capacity is determined in accordance with paragraph 8.1.8

8.2 Registration of Secondary BM Units

8.2.1 Each Lead Party shall ensure that all Plant and Apparatus with which it intends to provide Balancing Services and/or Deviation Volumes are comprised in Secondary BM Units established and registered by it in compliance with this paragraph 8.2.

8.2.2 A Virtual Lead Party may apply to register a Secondary BM Unit by submitting a registration application to the CRA specifying:

(a) the identity of the applicant Lead Party;

(b) the GSP Group with which the Secondary BM Unit is to be associated;

(d) whether the BM Unit constitutes a Baselined BM Unit (provided that each Trading Secondary BM Unit must be a Baselined BM Unit).

8.2.3 An application to register a Secondary BM Unit shall be made in accordance with and subject to BSCP15.

8.2.4 Registration of a Secondary BM Unit will become effective, and the applicant will become the Lead Party of that Secondary BM Unit, on and from the later of:

(a) the date specified by the applicant pursuant to paragraph 8.2.2(c); and

(b) the date when registration is confirmed by BSCCo to the CRA in accordance with BSCP15.

8.2.5 The CRA shall validate and process applications for registration of a Secondary BM Unit in accordance with and subject to BSCP15.

8.2.6 The Lead Party of a Secondary BM Unit shall, in accordance with BSCP15, keep its registration up-to-date, by notifying the CRA of any change in any of the details contained in the registration, promptly upon any such change occurring.

ANNEX K-1 SUPPLIER METER REGISTRATION SERVICE

1. TERMS OF SERVICE

1.1 Provision of Supplier Meter Registration Service

1.1.1 This Annex, Section J1.3.2, J1.3.2A, Section S5.2 and BSCP501 set out the Supplier Meter Registration Service to be provided by each SMRA under the Code in respect of the Metering Points of the relevant Distribution System.

1.1.2 This Annex and BSCP501 set out the terms pursuant to which each LDSO shall, through its SMRA, deliver the Supplier Meter Registration Service including, inter alia:

(a) a description of the services to be provided by SMRAs under the Code;

(b) entry requirements in respect of the obligation to deliver and the right to receive the Supplier Meter Registration Service;

(d) service levels and liquidated damages; and

(e) charging methodologies and payment and billing terms.

1.2 General

1.2.1 Any payments to be made pursuant to this Annex or BSCP501 shall be determined and paid in accordance with this Annex and BSCP501.

1.2.2 For the purposes of this Annex and BSCP501:

(a) where there is a reference to an obligation of a Data Aggregator such obligation shall be deemed to apply to the Supplier that is the Registrant of the Metering System in respect of which that Data Aggregator has been appointed, and each Supplier shall be required to procure compliance by that Data Aggregator with that obligation and such obligation may be enforced against the Supplier that has appointed that Data Aggregator; and

(b) where there is a reference to an obligation owed to a Data Aggregator from an LDSO or SMRA, that obligation shall be deemed to be owed to the Supplier that is the Registrant of the Metering System in respect of which that Data Aggregator has been appointed, and that Supplier may enforce that obligation.

1.2.3 Any reference in this Annex to the Service shall be a reference to the Supplier Meter Registration Service.

1.3 Service levels in relation to SMRAs

1.3.1 Each LDSO shall, without prejudice to its other obligations pursuant to Sections J, K and elsewhere, ensure that each SMRA for which it is responsible complies with the service levels set out in BSCP501.

1.3.2 Each LDSO and SMRA acknowledges that the service levels represent the minimum requirements to be achieved.

1.3.3 Subject to paragraphs 1.3.4 and 1.3.5, a SMRA shall not be liable to pay liquidated damages to BSCCo, Suppliers or Data Aggregators for a failure to comply with the service levels set out in in BSCP501 to the extent that such failure results from or is caused directly by any event or circumstance beyond the reasonable control of the SMRA including:

(a) act of public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, sabotage or act of vandalism;

(b) strikes, lockouts or other industrial disturbances;

(d) explosion, fault or failure of plant or machinery which (in each case) could not have been prevented by Good Industry Practice;

(e) governmental restraint, Act of Parliament, other legislation, by-law and Directive (not being any order, regulation or direction under Section 32, 33, 34 or 35 of the Act);

(f) a failure in the Managed Data Network, provided that the SMRA has first used reasonable endeavours to communicate with SVA data parties using a reasonable alternative method of communication,

("SMRA Force Majeure"), provided that this paragraph 1.3.3 is subject to compliance by the SMRA in all respects with the disaster recovery obligations set out in Party Service Line 100 and/or the relevant provisions of BSCP501.

1.3.4 Lack of funds shall not be interpreted as a circumstance beyond a SMRA’s reasonable control.

1.3.5 A SMRA which is affected by SMRA Force Majeure shall:

(a) give immediate notice to BSCCo, Suppliers and Data Aggregators;

(b) use all reasonable endeavours to mitigate the impact of the SMRA Force Majeure and to remedy as soon as practicable its inability to perform; and

(c) provide notice to BSCCo, Suppliers and Data Aggregators within one Business Day of the SMRA Force Majeure being resolved or ceasing to apply.

1.3.6 The provisions of paragraph 1.3.5 shall be without prejudice to the disaster recovery obligations set out in Party Service Line 100 and/or the relevant provisions of BSCP501.

1.4 Obligations in relation to SMRS data

1.4.1 Without prejudice to any other provisions of the Code, each LDSO (including in its capacity as an SMRA) and Supplier shall comply with the data accuracy requirements in BSCP501.

1.4.2 Each SMRA and Supplier shall provide the Authority with such data as it may request in a defined format and timescale as agreed with the Authority.

1.4.3 Where requested by BSCCo, each SMRA and Supplier shall provide it with any data provided by that SMRA or Supplier pursuant to paragraph 1.4.2 in the format and timescale required pursuant to that paragraph.

1.5 Charges in relation to Supplier Meter Registration Service

1.5.1 Subject to paragraph 1.5.2, in relation to the provision of each of the Services referred to in Appendix 4.5 of BSCP501, the Supplier, Data Aggregator or BSCCo shall pay the LDSO the charges set out in its Condition 14 Statement, Condition 18 Statement or Condition 36 Statement, as appropriate. For the purposes of this Annex K-1, a "Condition 14 Statement", a "Condition 18 Statement" and a "Condition 36 Statement" means, in relation to each LDSO, the statements required in relation to charges for the time being in force pursuant to the referenced conditions of the Distribution Licence.

1.5.2 LDSOs shall not charge for any of the Services referred to in Appendix 4.5 of BSCP501 in circumstances where the provision of those Services arose as a result of its failure to achieve the service levels for that Service.

1.5.3 Where a LDSO is intending to revise the charges for Services, it shall give at least three months written notice to all Suppliers, Data Aggregators and BSCCo.

1.5.4 Charges for the provision of those Services not referred to in Appendix 4.5 of BSCP501 shall be recovered by each LDSO as an element of the charges which it levies on Suppliers under the terms of the Distribution Connection and Use of System Agreement ("DCUSA"). Such charges shall be varied in accordance with the provisions of the DCUSA. Each LDSO shall be entitled to recover from each Supplier the charges relating to those Services not referred to in Appendix 4.5 of BSCP501 but set out in the LDSO’s Condition 14 Statement, Condition 18 Statement or Condition 36 Statement, as appropriate, even where there is no express obligation on the relevant Supplier in the DCUSA to pay those charges.

1.6 Billing in relation to Supplier Meter Registration Service

1.6.1 Within fifteen Working Days after the end of each calendar month each LDSO shall submit to each Supplier, each Data Aggregator and BSCCo a statement specifying:

(a) the Services listed under Appendix 4.5 of BSCP501 provided;

(b) the charges levied with respect to each of those Services; and

in respect of the Services as set out in Appendix 4.5 of BSCP501 performed during that month for that Supplier, Data Aggregator or BSCCo and setting out the total charges incurred, provided that where the total charges incurred, not including VAT, are less than or equal to one hundred pounds sterling (£100), that payment shall not then become due and shall be included in the statement for the following month. Where the aggregate of any unpaid charges on a monthly statement issued to a Supplier or BSCCo, pursuant to this paragraph, including any unpaid amounts pursuant to paragraph 1.6.1(c), exceeds one hundred pounds sterling (£100), not including any VAT, the LDSO shall submit to that Supplier or BSCCo an invoice setting out the total payment due and any VAT payable thereon, provided that in the monthly statement for April in each year, the LDSO shall submit to that Supplier or BSCCo an invoice setting out the total payment due for that month and any previous months which have not been paid, irrespective of whether the aggregate of those amounts exceeds one hundred pounds sterling (£100).

1.6.2 Subject to paragraph 1.6.3, within twenty Working Days of receipt of an invoice submitted in accordance with paragraph 1.6.1, the Supplier, Data Aggregator or BSCCo shall pay to the LDSO all sums due in respect of such invoice in pounds sterling by electronic transfer of funds or other agreed means to such bank account (located in the United Kingdom) as is specified in the invoice, together with, where appropriate, an associated remittance advice, quoting the invoice number against which payment is made.

1.6.3 Where any sum included in a statement submitted in accordance with paragraph 1.6.1 is disputed by a Supplier, Data Aggregator or BSCCo in good faith, that Supplier, Data Aggregator or BSCCo shall within ten Working Days of receipt of such statement provide the LDSO with a statement of the amount in dispute. The Supplier, Data Aggregator or BSCCo shall pay such amount included in the statement in question as is not in dispute and shall be entitled to withhold the balance pending resolution of the dispute.

1.6.4 If a statement is served by a Supplier, Data Aggregator or BSCCo under paragraph 1.6.3, the relevant parties shall use reasonable endeavours to resolve the dispute in question within twenty Working Days of it being raised, failing which the provisions of Section H7 shall apply. Following resolution of the dispute, any amount agreed or determined to be payable, together with any VAT payable, shall be paid within ten Working Days after such agreement or determination and interest shall accrue on such amount, net of any VAT payable, from the date such amount was originally due until the date of payment at the rate of one(1)per cent(%) per annum above the base rate during such period of Barclays Bank plc, as compounded annually.

1.6.5 Should a Supplier, Data Aggregator or BSCCo fail to make payment on or before the due date of any sum due in accordance with paragraph 1.6.2 (other than any sum which is the subject of a bona fide dispute in accordance with paragraph 1.6.3), interest on the amount unpaid shall accrue from the date such amount was due until the date of payment at the rate of three(3) per cent (%) per annum above the base rate during such period of Barclays Bank plc, compounded annually.

1.6.6 Subject to paragraph 1.6.3, all payments to be made by a Supplier, Data Aggregator or BSCCo under the Code shall be made without any set-off or deduction in respect of any claims or disputes or otherwise including any liquidated damages paid under BSCP501 but shall be without prejudice to any claims or rights which a Supplier, Data Aggregator, BSCCo, Trading Parties or any of them may have against the LDSO.

1.6.7 If the Authority determines or the LDSO otherwise agrees that the charges (including any variations thereof) payable by a Supplier, Data Aggregator or BSCCo under this Annex have not been calculated strictly in accordance with the terms of the LDSO’s statement of charges for Supplier Meter Registration Services issued pursuant to Condition 18 or Condition 36, as appropriate, of the Distribution Licence, the LDSO shall pay to the Supplier, Data Aggregator or BSCCo an amount in respect of each charging period equal to the amount, if any, by which that Supplier, Data Aggregator or BSCCo has been overcharged during such charging period as a result together with interest thereon from the date on which such charges were paid until the date of payment of such interest. Such interest shall accrue from day to day at the rate specified in paragraph 1.6.5.

1.6.8 Within fifteen Working Days after the end of each Quarter each LDSO shall submit to each Supplier or BSCCo a statement setting out, in respect of that Quarter, the liquidated damages payments which it reasonably considers to be payable to the Supplier or BSCCo pursuant to BSCP501 as a result of failure by its SMRA to meet the relevant service levels in BSCP501 during the relevant Quarter.

1.6.9 Within ten Working Days of receiving a statement submitted in accordance with paragraph 1.6.8, the Supplier or BSCCo shall submit to the LDSO a statement setting out any further liquidated damages payments which it considers to be payable by that LDSO as a result of the failure by the relevant SMRA to meet the relevant service levels in BSCP501, as relevant during the relevant Quarter over and above those set out in the statement submitted in accordance with paragraph 1.6.8 together in each case with reasonable supporting evidence explaining why it considers that further liquidated damages payments are payable.

1.6.10 Subject to paragraph 1.6.11, within ten Working Days of receipt of a statement submitted in accordance with paragraph 1.6.9 (or, if no such statement is submitted, within twenty Working Days of dispatching its statement in accordance with paragraph 1.6.8) the LDSO shall pay to each relevant Supplier or BSCCo all sums due in respect of:

(a) the liquidated damages payments set out in the statement submitted in accordance with paragraph 1.6.8;

(b) the undisputed portion of any further liquidated damages payments set out in the statement of the relevant Supplier or BSCCo submitted in accordance with paragraph 1.6.9; and

(c) the further liquidated damages payments resulting from any undisputed further failures by its SMRA to meet the relevant service levels set out in the statement of a Supplier or BSCCo submitted in accordance with paragraph 1.6.9.

Any undisputed and unpaid sums from previous Quarters shall be shown on each statement issued pursuant to paragraph 1.6.8 until those sums are paid provided that such sums shall only become payable by the LDSO when the aggregate of the sums set out in paragraph 1.6.10(a) and 1.6.10(b) exceeds one hundred pounds sterling (£100). All sums due shall be paid by the LDSO in pounds sterling by electronic transfer to funds or other agreed means to such bank account (located in the United Kingdom) as is specified by the Supplier or BSCCo together with, where appropriate, an associated remittance advice, stating the period to which the payment relates.

1.6.11 Where any sum included in a statement submitted in accordance with paragraph 1.6.9 is disputed by a LDSO in good faith, that LDSO shall within ten Working Days of receipt of such statement provide the relevant Supplier or BSCCo with a statement of the amount in dispute. The LDSO shall pay such amount included in the statement in question as is not in dispute and shall be entitled to withhold the balance pending resolution of the dispute.

1.6.12 If a statement is served by a LDSO under paragraph 1.6.11 the parties shall use reasonable endeavours to resolve the dispute in question within twenty Working Days of it being raised, failing which the provisions of Section H7 shall apply. Following resolution of the dispute, any amount agreed or determined payable shall be paid within ten Working Days after such agreement or determination and interest shall accrue on such amount from the date such amount was originally due until the date of payment at the rate of one (1) per cent (%) per annum above the base rate during such period of Barclays Bank plc, compounded annually.

1.6.13 Should a LDSO fail to make payment on or before the due date of any sum due in accordance with paragraph 1.6.10 (other than any sum which is the subject of a bona fide dispute and which has been notified by that LDSO in accordance with paragraph 1.6.11), interest on the amount unpaid shall accrue from the date such amount was due until the date of payment at the rate of three (3) per cent (%) per annum above the base rate during such period of Barclays Bank plc compounded annually.

ANNEX K-2: TRADING UNIT APPLICATIONS

1 CONFIGURATION OF TRADING UNITS

1.1 Introduction

1.1.1 The Classes of Trading Unit Application shall be as specified in BSCP31.

1.1.2 Every Trading Unit Application shall state whether it is a Class 1, Class 2, Class 3, Class 4 or Class 5 application and the Panel shall consider a Trading Unit Application by reference to the provisions set out in this Annex K-2 for the stated class (or, in the case of paragraph 1.6, as provided therein).

1.1.3 For the purposes of this Annex K-2:

(a) references to Exports and Imports are to Exports and Imports of the nominated BM Units;

(b) references to a Trading Unit shall not include a Sole Trading Unit.

1.2 Class 1

1.2.1 If the Trading Unit Application shall state that it is a Class 1 application then the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any further evidence provided in accordance with paragraph 1.7) if the nominated BM Units are or are to be electrically configured in the same manner as is prescribed in one of the line diagrams contained in BSCP31 and fulfil or will fulfil all the conditions specified in such BSC Procedure applicable to a Class 1 application, in which event the nominated combination of BM Units shall be treated as belonging to a single Trading Unit.

1.3 Class 2

1.3.1 If the Trading Unit Application shall state that it is a Class 2 application then the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any further evidence provided in accordance with paragraph 1.7) if the nominated BM Units are or are to be electrically connected solely by Dedicated Assets, in which event the BM Units shall be treated as belonging to a single Trading Unit.

1.3.2 In this paragraph 1.3, "Dedicated Assets" means assets and equipment which are used solely to connect electrically (a) the location at which the Exports originate with (b) the location at which the Imports are taken (and no other), and additionally satisfy one of the diagrammatic representations of Dedicated Assets contained in BSCP31.

1.4 Class 3

1.4.1 If the Trading Unit Application shall state that it is a Class 3 application then the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any further evidence provided in accordance with paragraph 1.7) if the nominated BM Units are or are to be electrically connected by Contiguous Assets, in which event the nominated BM Units shall be treated as a single Trading Unit.

1.4.2 In this paragraph 1.4:

(a) "Contiguous Assets" means those Specified Assets and Equipment at a location which connect by one continuous electrical connection the location at which the Exports originates with the location at which the Imports are taken, which Specified Assets and Equipment are all owned by the Trading Unit Applicants and/or are Specified Assets and Equipment in respect of which a contribution is or will be made by the Trading Unit Applicants to the provision and installation or maintenance and repair costs thereof or where such Specified Assets and Equipment are already provided and installed, the maintenance and repair costs thereof; and

(b) "Specified Assets and Equipment" means:

(i) assets and equipment identified and quoted in the Connection Agreement of any Trading Unit Applicant where such assets and equipment include assets and equipment identified and quoted in the Connection Agreements relating to all Trading Unit Applicants which form part of the continuous electrical connection for the purposes of (a) above; and/or

(ii) assets and equipment owned by a person other than the Trading Unit Applicant and any other Trading Party which is responsible for BM Unit(s) associated with the Trading Unit Application, and which form part of the continuous electrical connection for the purposes of (a) above.

1.5 Class 4

1.5.1 If the Trading Unit Application shall state that it is a Class 4 application then the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any further evidence provided in accordance with paragraph 1.7) if all of the nominated BM Units are Exempt Export BM Units and are located in the same GSP Group, in which event the nominated BM Units shall be treated as belonging to a single Trading Unit.

1.6 Class 5

1.6.1 If the Trading Unit Application shall state that it is a Class 5 application then the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any other evidence provided in accordance with paragraph 1.8) if the nominated BM Units are or are to be:

(a) Interconnector BM Units associated with the same Interconnector where such Interconnector is located at one Site only;

(b) a combination of BM Units falling within paragraph 1.6.1(a) and either of the following:

(i) BM Units that are or are to be electrically connected solely by Dedicated Assets, to one or more Boundary Points of that Interconnector; or

(ii) BM Units that are or are to be electrically connected by Contiguous Assets, to one or more Boundary Points of that Interconnector.

1.6.2 In this paragraph 1.6 "Site" shall have the meaning as set out in Section K1.6.2.

1.6.3 For the purposes of this paragraph 1.6:

(a) "Contiguous Assets" shall have the meaning as set out in paragraph 1.4.2; and

(b) "Dedicated Assets" shall have the meaning as set out in paragraph 1.3.2.

1.7 Class 6

1.7.1 If the Trading Unit Application shall state that it is a Class 6 application or if the Panel shall determine that the nominated BM Units the subject of a Class 1, Class 2, Class 3, Class 4 or Class 5 Trading Unit Application do not satisfy the conditions specified in paragraphs 1.2, 1.3, 1.4, 1.5 or (as the case may be) 1.6, the Panel shall determine from the Trading Unit Application and supporting documentation and other matters (and any further evidence provided in accordance with paragraph 1.8) if the nominated BM Units shall be treated as a Trading Unit having regard to the criteria set out in paragraph 1.7.2.

1.7.2 The criteria referred to in paragraph 1.7.1 are:

(a) whether, although not satisfying the conditions applicable to a Class 1, Class 2, Class 3, Class 4 or Class 5 Trading Unit Application, the Trading Unit Application demonstrates (to the reasonable satisfaction of the Panel) sufficient similarities with sites which would satisfy those conditions such that it would be unreasonable not to treat the nominated BM Units as a single Trading Unit;

(b) whether there are any other facts or evidence in support of the Trading Unit Application that in the reasonable opinion of the Panel demonstrate that the nominated BM Units ought to be treated as a single Trading Unit.

1.8 Further evidence

1.8.1 The Panel may request a Trading Unit Applicant to produce such further evidence as the Panel may reasonably require in support of its Trading Unit Application before the Panel makes any determination as to whether the nominated BM Units are to be treated as a Trading Unit, and the Panel shall not be bound to make any determination on the issue of whether the nominated BM Units are a Trading Unit pending receipt of such further evidence.

AMENDMENT RECORD – SECTION K

Section K

Version 52.0

Effective Date: 10 December 2024

Modification Proposal	Decision Date	Implementation Date	Version
P475	11/07/24	10/12/24	52.0
P473	17/09/24	07/11/24	51.0
P415	6/10/23	07/11/24	51.0
P395	06/10/22	02/11/23	49.0
P450	12/01/23	23/02/23	48.0
P376	06/09/21	23/02/23	48.0
P425	28/09/22	05/10/22	47.0
P436	14/04/22	18/07/22	46.0
P433 Self Governance	13/01/22	30/06/22	45.0
P375	24/02/21	30/06/22	45.0
P420	23/07/21	01/09/21	44.0
P394 Self-Governance	12/12/19	27/02/20	43.0
P389 Self-Governance	12/09/10	07/11/19	42.0
P386 Self-Governance	13/06/19	07/11/19	42.0
P364 Self-Governance	11/04/19	27/06/19	41.0
P369	28/11/18	29/03/19	40.0
P344	24/08/2018	28/02/19	39.0
P359	17/08/18	28/02/19	39.0
P358	13 Dec 2017	22/02/18	38.0
P357	13 Dec 2017	22/02/18	38.0
ORD006	Secretary of State	25/06/15	37.0
P312	14/08/14	08/09/14	36.0
ORD005	Secretary of State	01/08/14	35.0
P268	19/09/11	23/02/12	34.0
P269 Self-Governance	17/08/11	23/02/12	34.0
P266	15/04/11	23/02/12	34.0
P261	02/08/10	09/08/10	33.0
P241	21/01/10	28/01/10	32.0
P240	20/01/10	27/01/10	31.0
P238	13/11/09	20/11/09	30.0
P237	13/11/09	20/11/09	30.0
P215	23/04/08	25/06/09	29.0
ORD003	23/06/09	24/06/09	28.0
P216	24/04/08	20/04/09	27.0
P225	07/08/08	06/11/08	26.0
P207	10/07/07	10/09/07	25.0
P209	16/03/07	23/08/07	24.0
P197	10/08/06	23/08/07	24.0
P208	16/01/07	22/02/07	23.0
P191	07/12/05	21/12/05	22.0
P189	09/09/05	02/11/05	21.0
P174	19/04/05	02/11/05	21.0
P186	08/09/05	22/09/05	20.0
P179	09/02/05	23/02/05	19.0
P162	05/10/04	19/10/04	18.0
ORD001	BETTA	01/09/04	17.0
P166	30/07/04	13/08/04	16.0
P164	08/06/04	30/06/04	15.0
P123	08/09/03	27/02/04	14.0
P100	21/03/03	05/11/03	13.0
P126	18/07/03	08/08/03	12.0
P62	12/08/02	01/08/03	11.0
P106	22/04/03	24/06/03	10.0
P88	05/02/03	29/05/03	9.0
P101	02/01/03	23/01/03	8.0
P55	06/06/02	06/06/02	7.0
P46	14/05/02	22/05/02	6.0
P60	09/04/02	11/04/02	5.0
P67	01/03/02	08/03/02	4.0
P7	28/01/02	28/02/02	3.0
P16	04/06/01	01/06/01	2.0

SECTION L: METERING

1. INTRODUCTION

1.1 General

1.1.1 This Section L sets out:

(a) requirements for the installation, commissioning, operation and maintenance of Metering Equipment for the measurement of quantities of Active Energy and where relevant Reactive Energy (subject to Section K1.2.6); and

(b) the functions of the TAA in connection with such Metering Equipment; in respect of CVA Metering Systems and SVA Metering Systems, and

(c) requirements for the installation, commissioning, operation and maintenance of Asset Metering Equipment for the measurement of quantities of Active Power or Active Energy; and

(d) the functions of the TAA in connection with such Asset Metering Equipment; in respect of Asset Metering Systems.

1.1.2 For the purposes of the Code, subject to paragraph 1.1.3, the quantities of Active Energy and, where relevant, Reactive Energy Exported or Imported by any Party at a Boundary Point or flowing between Systems at a Systems Connection Point shall be measured and recorded through CVA Metering Equipment and/or SVA Metering Equipment installed, commissioned, operated and maintained and otherwise provided for as set out in this Section L.

1.1.2A For the purposes of the Code, the quantities of Asset Exports or Asset Imports, shall be measured and recorded through Asset Metering Equipment installed, commissioned, operated and maintained and otherwise provided for as set out in this Section L.

1.1.3 There is no requirement to install, commission, operate and maintain Metering Equipment or measure and record a flow of Active Energy or Reactive Energy through Metering Equipment in respect of any Import relating to an Unmetered Supply; and nothing in this Section L applies in relation to an Unmetered Supply (or any Metering System in respect of an Unmetered Supply).

1.1.4 In this Section L:

(a) in relation to any Metering System, references to requirements under any Code of Practice shall be construed as requirements in relation to all of the Metering Equipment comprised or required to be comprised in that Metering System;

(b) references to a Metering System include a Metering System which is to comprise Metering Equipment which a Party is or will be required to install, and references to the Registrant of a Metering System include a Party required to be the Registrant of such Metering System;

(c) references to Metering Equipment in the context of a Metering System or its Registrant are to all of the Metering Equipment which is or is to be comprised in such Metering System;

(d) "commission" means commission for the purposes of Settlement in accordance with the relevant Codes of Practice and "commissioned" and other derivative terms shall be construed accordingly.

1.1.5 Where the same Metering Equipment at an Exemptable Generating Plant is comprised in both an SVA Metering System and a CVA Metering System:

(a) the Registrant of each such Metering System shall so inform BSCCo and shall provide to BSCCo details of, and BSCCo shall maintain a record of, such Metering Systems and the identities of the Registrants;

(b) where there is any conflict or inconsistency between the requirements applying (pursuant to this Section L) to such Metering Equipment as CVA Metering Equipment and as SVA Metering Equipment, then the requirements applying to CVA Metering Equipment shall apply.

1.2 Meter Operator Agents

1.2.1 Of the obligations (under this Section L) of the Registrant of a CVA Metering System, those specified in Party Service Line 100 and the relevant BSC Procedures are to be performed, subject to and in accordance with the provisions of Section J, by a CVA Meter Operator Agent appointed by such Registrant in accordance with Section J.

1.2.1A Of the obligations (under this Section L) of the Registrant of an Asset Metering System, those specified in the relevant BSC Procedures are to be performed, subject to and in accordance with the provisions of Section J, by a Meter Operator Agent appointed by such Registrant in accordance with Section J.

1.2.2 In accordance with Section J, the Registrant of any CVA Metering System shall appoint, and secure that at all times while it is Registrant there is appointed, a CVA Meter Operator Agent in respect of such Metering System.

1.2.3 The principal functions of a CVA Meter Operator Agent shall be to install, commission, test, maintain, rectify faults and provide a sealing service in respect of Metering Equipment (including if applicable associated Communications Equipment), in accordance with Party Service Line 100 and the relevant BSC Procedures and Codes of Practice.

1.2.3A The principal functions of a Meter Operator Agent for an Asset Metering System shall be to install, commission, test, maintain, rectify faults and provide a sealing service in respect of Metering Equipment (including if applicable associated Communications Equipment), in accordance with the relevant BSC Procedures and Codes of Practice.

1.2.4 The Registrant of each CVA Metering System shall comply with or (as appropriate) procure that the relevant CVA Meter Operator Agent complies with the requirements of Party Service Line 100 and the relevant BSC Procedures.

1.2.4A The Registrant of each Asset Metering System shall comply with or (as appropriate) procure that the relevant Meter Operator Agent complies with the requirements of the relevant BSC Procedures.

1.2.5 In accordance with the Retail Energy Code and, to the extent applicable, Section J, the Registrant of any SVA Metering System shall appoint and secure at all times while they are Registrant there is appointed, a SVA Meter Operator in respect of such Metering System.

1.2.6 In the case of a SVA Meter Operator Agent and in relation to Metering Equipment, the applicable obligations and activities specified in the Retail Energy Code in relation to Metering Equipment Managers.

1.3 Limitation

1.3.1 The provisions of paragraphs 2.5.4(a), 3.7, 6 and 7 shall only apply to, and in respect of, Metering Systems which are not at Domestic Premises and all visiting, access, inspection, audits, testing and similar rights in such provisions shall be read and construed accordingly.

1.4 Third Party Generating Plant

1.4.1 Where a Party is responsible for the Exports of a Third Party Generating Plant, that Party, as Registrant of the relevant Metering System, shall be responsible for obtaining such rights in relation to property of the Third Party Generator as will enable the Party to provide (pursuant to this Section L) such access and other rights as would be required to be provided by the Third Party Generator if it were itself a Party and the Registrant.

1.5 Small Scale Third Party Generating Plant Limit

1.5.1 For the purpose of the Code the “Small Scale Third Party Generating Plant Limit” shall be an amount determined by the Panel and approved by the Authority.

1.5.2 The Panel may revise the amount of the Small Scale Third Party Generating Plant Limit from time to time subject to the approval of the Authority.

1.5.3 In revising the amount of the Small Scale Third Party Generating Plant Limit from time to time the Panel shall consult with Parties and consider the views expressed in the course of such consultation prior to making its determination (and shall provide a detailed summary of such views to the Authority).

2. METERING EQUIPMENT – BASIC REQUIREMENTS

2.1 Registrant responsibilities

2.1.1 The Registrant of each CVA Metering System shall ensure that Metering Equipment is:

(a) installed and commissioned (if not already installed and commissioned), and

(b) maintained and operated

for the purposes described in paragraph 1.1.2 in accordance with and subject to the provisions of this Section L and in accordance with the relevant Code of Practice.

2.1.2 The Registrant of each SVA Metering System shall ensure that Metering Equipment is:

(a) installed and commissioned (if not already installed and commissioned), and

(b) maintained and operated

for the purposes described in paragraph 1.1.2 in accordance with and subject to the provisions of this Section L, the Retail Energy Code Metering Operations Schedule and in accordance with the relevant Code of Practice

2.1.3 The Registrant of each Asset Metering System shall ensure that Metering Equipment is:

(a) installed and commissioned (if not already installed and commissioned), and

(b) maintained and operated

for the purposes described in paragraph 1.1.2A, as applicable in accordance with and subject to the provisions of this Section L and in accordance with the relevant Code of Practice.

2.2 Type of Metering Equipment

2.2.1 The Metering Equipment to be installed:

(a) in the case of a CVA Metering System, shall be Half Hourly Metering Equipment;

(b) in the case of a SVA Metering System which is 100kW Metering System, shall be Half Hourly Metering Equipment;

(c) in the case of a SVA Metering System associated with any Third Party Generating Plant, except in the case of a Small Scale Third Party Generating Plant, shall be Half Hourly Metering Equipment;

(d) in the case of a SVA Metering System other than as provided in paragraphs (b), (c) and 2.2.2 shall be Half Hourly Metering Equipment or Non-Half Hourly Metering Equipment as the Registrant shall choose;

(e) in the case of an Asset Metering System, shall be Half Hourly Metering Equipment.

2.2.2 Where a Supplier is under an obligation in its Supply Licence to install an Advanced Meter at a premises and/or supply electricity to a premises through an Advanced Meter then:

(a) subject to paragraph 2.2.3, where the Advanced Meter uses a current transformer as part of the mechanism for measuring the electric current:

(i) in respect of an Advanced Meter at a new Boundary Point, the Advanced Meter shall be Half Hourly Metering Equipment;

(ii) in respect of an Advanced Meter at an existing Boundary Point, from the CT Advanced Meter Mandate Date the Advanced Meter shall be Half Hourly Metering Equipment;

(b) subject to paragraph 2.2.3, in all other cases the Advanced Meter shall be Half Hourly Metering Equipment.

2.2.3 Paragraph 2.2.2 does not apply to the Advanced Meter if and to the extent that:

(a) the Advanced Meter supplies electricity to Domestic Premises or Micro Business Premises; and

(b) the Supplier’s Supply Licence prohibits it (or any other person on behalf of the Supplier) from obtaining or using half hourly Electricity Consumption Data in respect of Domestic Premises or Micro Business Premises.

2.2.4 For the purposes of this paragraph 2.2:

(a) "CT Advanced Meter Mandate Date" means the date specified in the MHHS Implementation Timetable (as defined in Section C12.2.11) by which all suppliers must be able to accept MSIDs or "MPANs" (‘meter point administration numbers’, as defined in the REC) under the new MHHS Target Operating Model (otherwise described as "M14" in the MHHS Implementation Timetable);

(b) "Domestic Premises" has the meaning given to that term in each Supply Licence;

(d) "Micro Business Premises" has the meaning given to that term in each Supply Licence.

2.3 New Metering Systems

2.3.1 In relation to any new CVA Metering System:

(a) the Registrant shall ensure that Metering Equipment is installed and commissioned in accordance with paragraph 2.1.1(a) and that a proving test in accordance with BSCP02 has been successfully completed before the registration of the Metering System becomes effective;

(b) accordingly, in accordance with Section K1.4.3(c), the relevant connection will not be energised until the Registrant has complied with paragraph 2.1.1(a).

2.3.2 In relation to any new SVA Metering System, the Registrant shall use all reasonable endeavours to ensure that Metering Equipment is installed and commissioned in accordance with paragraph 2.1.2(a) before the registration of the Metering System becomes effective.

2.3.2A In relation to any new Asset Metering System, the Registrant shall use all reasonable endeavours to ensure that Metering Equipment is installed and commissioned in accordance with paragraph 2.1.3(a) before the Asset Metering System is allocated to a BM Unit or included in an EMR AMSID Declaration.

2.3.3 Without prejudice to any other right of other Parties, if the Registrant of a new SVA Metering System within paragraphs 2.2.1(b), (c) or 2.2.2 fails to ensure that Metering Equipment is installed and commissioned in accordance with paragraph 2.1.2(a) before the registration of the Metering System becomes effective, it shall be liable to a charge to be determined and payable in accordance with Annex S-1.

2.3.4 For the purposes of this paragraph 2.3, a "new" Metering System is a Metering System which is to comprise Metering Equipment which has not (at the relevant time) been installed and commissioned in accordance with the requirements of paragraphs 2.1 and 2.2 and, for the avoidance of doubt, a Metering System shall not be considered a new Metering System for the purposes of this paragraph 2.3 by virtue only of a Registration Transfer (as defined in Section K2.6) in respect of such Metering System.

2.4 Meter Technical Details

2.4.1 The Registrant of each Metering System shall, in accordance with the relevant BSC Procedures; or the Retail Energy Code Metering Operations Schedule for SVA Metering Systems:

(a) establish and maintain Meter Technical Details in respect of the Metering Equipment;

(b) ensure that such Meter Technical Details are true, complete and accurate;

2.5 Information and records

2.5.1 The Registrant of each Metering System shall:

(a) comply with the requirements of Party Service Line 100 and the relevant BSC Procedures (as applicable) as to the provision, to the CDCA or (as the case may be) the relevant Data Collector and others, of information relating to the Metering Equipment; and

(b) give to the BSC Auditor all such information regarding the Metering Equipment as the BSC Auditor shall reasonably require for the purposes of carrying out the BSC Audit;

in respect of CVA Metering Systems and SVA Metering Systems; and

(c) comply with the requirements of the relevant BSC Procedures (as applicable) as to the provision, to the relevant Data Collector and others, of information relating to the Metering Equipment; and

(d) give to the BSC Auditor all such information regarding the Metering Equipment as the BSC Auditor shall reasonably require for the purposes of carrying out the BSC Audit;

in respect of Asset Metering Systems.

2.5.2 The information to be provided under paragraphs 2.5.1(a), (b), (c) and (d) includes information regarding the dates and time periods for installation of new Metering Equipment and the dates and periods when such Metering Equipment is out of service.

2.5.3 The Registrant of each Metering System shall:

(a) prepare and maintain for the life of the relevant item of Metering Equipment, complete and accurate records as required by the relevant Code of Practice or the Act (including in relation to the calibration of the Metering Equipment, the dates and results of any tests, readings, adjustments, audits or inspections carried out and the dates on which any seal was applied or broken, the reason for any seal being broken and the persons attending any such tests, readings, inspections or sealings);

(b) provide a copy of such records to the BSC Auditor upon request; and

2.5.4 The Registrant of each Metering System shall permit the BSC Auditor unrestricted access (subject to paragraphs 6.5 and 6.6) to:

(a) the Metering Equipment, and

(b) all data used, information held and records kept by it or its agents in operating that Metering Equipment;

and shall make available members of its staff or its CVA Meter Operator Agent to explain the operation of that Metering Equipment and such other issues as the BSC Auditor considers relevant.

3. METERING EQUIPMENT – DETAILED REQUIREMENTS

3.1 General Obligation

3.1.1 The Registrant of each Metering System shall ensure that the Metering Equipment:

(a) complies with the provisions of this Section L; and

(b) meets the applicable levels of accuracy referred to in paragraph 3.5.

3.1.2 To the extent that the levels of accuracy referred to in paragraph 3.1.1(b) depend upon associated current and voltage transformers which are not in the ownership or control of the Registrant:

(a) the Registrant shall:

(i) where paragraph 1.4 applies, obtain; or

(ii) in any other case, use all reasonable endeavours to obtain

the agreement of the Equipment Owner to assist the Registrant; and

(b) where the Equipment Owner is a Party it shall:

(i) in respect of the calibration, commissioning and testing of measurement transformers, comply with any requirements in the relevant Code of Practice for which the Equipment Owner is explicitly responsible under that Code of Practice; and

(ii) subject as hereinafter provided, be required to provide reasonable assistance to the Registrant (but without prejudice to any rights of such Party to charge for such services),

in complying with the Registrant’s obligations under paragraph 3.1.1 by the maintenance and repair of such current and voltage transformers in accordance with the provisions of this Section L, provided that the Equipment Owner shall not be required by this paragraph 3.1.2 or otherwise by the Registrant to take steps which would cause it to be in breach of its obligations under the Act, its Licence, any Nuclear Site Licence (as defined in paragraph 6.7.1), the Grid Code or Distribution Code.

3.2 Compliance with Codes of Practice

3.2.1 All Metering Equipment shall comply with or exceed the requirements referred to or set out in any relevant Code of Practice (or where no Code of Practice applies, comply with Schedule 7 of the Act) or shall be the subject of and comply with a Metering Dispensation in accordance with paragraph 3.4.

3.2.2 Subject to paragraphs 3.2.5, 3.2.6 and 3.3, the relevant Code of Practice in respect of any Metering Equipment shall be the version of the Code of Practice which is expressed to be applicable to that Metering Equipment at the time that the Metering System comprising that Metering Equipment is first registered pursuant to Section K for the purposes of Settlement, and such Metering Equipment shall only be required to comply with that version of the Code of Practice, and not with any Code of Practice which in any respect later amends, modifies or supersedes that version of the Code of Practice; and references to the relevant Code of Practice in this Section L shall be construed accordingly.

3.2.3 In relation to Metering Equipment comprised in a Metering System which was registered for the purposes of settlement under:

(a) the Pooling and Settlement Agreement before the Go-live Date, paragraph 3.2.2 shall apply on the basis that references to Codes of Practice (and versions thereof) include a reference to the version of the "Code of Practice" (as defined in and for the purposes of the Pooling and Settlement Agreement) with which such Metering Equipment was, immediately before the Go-live Date, required to comply by virtue of the provisions of the Pooling and Settlement Agreement (including provisions equivalent to paragraph 3.2.2 and any savings to those provisions); or

(b) the Settlement Agreement for Scotland before the BETTA Effective Date, paragraph 3.2.2 shall apply on the basis that references to Codes of Practice (and versions thereof) include a reference to the version of the "Code of Practice" (as defined in and for the purposes of the Settlement Agreement for Scotland) with which such Metering Equipment was, immediately before the BETTA Effective Date, required to comply by virtue of the provisions of the Settlement Agreement for Scotland (including provisions equivalent to paragraph 3.2.2 and any savings to those provisions).

3.2.4 For the avoidance of doubt, where a Metering System is transferred for the purposes of Settlement from one registration system to another in accordance with the provisions of Section K, such transfer shall not be treated as:

(a) a new installation of the Metering Equipment comprised in that Metering System and, accordingly, does not need to be re-commissioned (but without prejudice to the requirement to undertake proving tests with the CDCA or the relevant Half Hourly Data Collector); nor

(b) (for the purposes of this paragraph 3.2 only) as a new registration of that Metering System.

3.2.5 In relation to the calibration, testing and commissioning of any Metering Equipment at any time, the relevant Code of Practice shall be the latest version of the applicable Code of Practice prevailing at that time.

3.2.6 Where a Registrant is required by its Supply Licence to install, or arrange to install, Metering Equipment that, at a minimum, is capable of providing:

(a) measured electricity consumption data for multiple periods, and at least half-hourly; and

(b) the Registrant remote access to such data,

the relevant Code of Practice shall be the latest version of the applicable Code of Practice at the date at which such Metering Equipment is installed.

3.3 Material change

3.3.1 Notwithstanding paragraph 3.2, where any material change is made to any Metering Equipment, the version of the Code of Practice current at the time of that material change shall, from that time, be the relevant Code of Practice in respect of that Metering Equipment as so changed as if that date was the date of that Metering System’s first commissioning.

3.3.2 In this paragraph 3.3, "material change" means a change to the Metering Equipment other than a change by way of repair, modification or replacement of any component which is not, a substantial part of the Metering Equipment even where an enhanced or equivalent component is used for the repair, modification or replacement rather than an identical component.

3.4 Metering Dispensations

3.4.1 If, for financial reasons or reasons of practicality, Metering Equipment to which a Code of Practice applies will not or does not comply with some or all of the requirements of that Code of Practice, the Registrant of such Metering System, or prior to the appointment of a Registrant of such Metering System BSCCo, may make an application pursuant to this paragraph for a Metering Dispensation from such requirements.

3.4.2 Subject to 3.4.2A, he Panel shall consider and may agree, on such conditions (if any) as it shall deem fit, or dismiss, such application in accordance with BSCP32.

3.4.2A Subject to paragraph 3.4.2B, BSCCo shall, in accordance with BSCP32, consider and may agree, or dismiss an application for a Metering Dispensation:

(a) where the application states that the physical location at which electricity is to be, or is metered, will not, or does not, coincide with the physical location at which the overall accuracy requirements, as stated in the relevant Code of Practice, are to be met;

(b) provided that:

(i) accuracy compensation is applied to the Metering System to meet the overall accuracy required at that physical location, in accordance with the relevant Code of Practice; and

(ii) the Metering Equipment complies with the relevant Code of Practice in all other respects.

3.4.2B Paragraph 3.4.2A only applies where two, or more, Metering Systems are to be, or are, registered separately, in either CMRS or SMRS, for Settlement purposes and are sharing a connection to the Total System.

3.4.3 Before agreeing a Metering Dispensation under paragraph 3.4.1, the Panel or, subject to paragraph 3.4.2A, BSCCo shall consult with:

(a) where the relevant Metering Equipment is connected to the Transmission System, the NETSO;

(b) where the relevant Metering Equipment is connected to a Distribution System, the Distribution System Operator and, where applicable, the NETSO;

(c) where any Aggregation Rules submitted by any Party (other than the Registrant) relate to the Metering System which comprises such Metering Equipment, such Party; and

(d) such other persons if any as the Panel shall consider appropriate.

3.4.4 The Panel may, of its own initiative or upon the application of a Party or BSCCo, establish from time to time, in accordance with BSCP32, Metering Dispensations from the requirements of any relevant Code of Practice, on such conditions (if any) as it shall deem fit, attaching generally to any item of Metering Equipment.

3.4.5 Before agreeing a Metering Dispensation under paragraph 3.4.4, the Panel shall consult with all Parties, and with such other persons if any as the Panel shall consider appropriate.

3.4.6 BSCCo shall maintain an up-to-date record of all Metering Dispensations agreed or established pursuant to this paragraph 3.4, and those established as part of the transitional arrangements for the implementation of BETTA, and shall provide to the TAA a copy of such record and (promptly following making any such amendment) a copy of each amendment made to such record.

3.4.7 Any dispensations agreed or deemed to have been agreed (pursuant to those provisions of the Pooling and Settlement Agreement equivalent to this paragraph 3.4) by the Pool Executive Committee before the Go-live Date shall be deemed, with effect from the date at which they were so agreed or applied, to have been effectively agreed or established as Metering Dispensations in accordance with the provisions of this paragraph 3.4.

3.4.8 The obligations under this Section L of the Registrant of any Metering System shall be construed subject to the terms and any conditions of any applicable Metering Dispensation.

3.5 Calibration And Accuracy Of Metering Equipment

3.5.1 Non Half Hourly Metering Equipment shall be accurate to within the prescribed limits for such Metering Equipment referred to or set out in any relevant Code of Practice or, if no Code of Practice applies, the prescribed limits established under Schedule 7 of the Act.

3.5.2 Half Hourly Metering Equipment shall be accurate to within the prescribed limits for such Metering Equipment referred to or set out in the relevant Code of Practice.

3.5.3 The limits of accuracy referred to in the relevant Code of Practice shall be applied in any case after adjustments have been made to the Metering Equipment to compensate for any errors attributable to measuring transformers and connections thereto.

3.5.4 Beyond the ranges specified in the relevant Code of Practice, and/or at power factors other than unity or zero (as the case may be):

(a) limits of accuracy will depend on the characteristics of the individual meters and measuring transformers specified for such Metering Equipment;

(b) in the event of uncertainty or dispute such limits of accuracy will be determined by the Panel; provided that Metering Equipment which has been commissioned will be required to comply with such levels of accuracy under any determination by the Panel prevailing at the date of its commissioning, and not under any later determination.

3.5.5 In this Section L a reference to the applicable limits of accuracy in relation to any Metering Equipment is to the prescribed limits applicable to that Metering Equipment in accordance with and subject to paragraphs 3.5.1 or 3.5.2 as the case may be.

3.5.6 Without prejudice to the generality of paragraph 3.2, the Registrant of each Metering System shall ensure that the Metering Equipment shall be calibrated (in accordance with any applicable Code of Practice) in order to meet the applicable limits of accuracy.

3.6 Commissioning and maintenance of Metering Equipment

3.6.1 The Registrant of each Metering System shall ensure

(a) in the case of Half Hourly Metering Systems, that the Metering Equipment shall be commissioned (including, where any issues are identified during the commissioning of that Metering Equipment, notifying and consulting with the Distribution System Operator and/or the NETSO, as applicable) in accordance with the relevant issue of Code of Practice Four or Code of Practice Eleven, as applicable; or

(b) in the case of Non Half Hourly Metering Systems, that the Metering Equipment shall be commissioned in accordance with the relevant issue of the Code of Practice (if any) relating to the commissioning of Non Half Hourly Metering Systems.

3.6.2 The Registrant of each Metering System shall at its own cost and expense (but without prejudice to its rights to charge any other person for such service pursuant to another agreement or arrangement) ensure that the Metering Equipment is kept in good working order, repair and condition to the extent necessary to allow the correct registration, recording and transmission of the requisite details of the quantities of Active Energy and/or Reactive Energy measured by the relevant Metering System.

3.7 Testing and Inspection

3.7.1 Not less frequently than may be specified in the relevant Code of Practice or as may be required by statute, the Registrant of each Metering System shall ensure that routine testing is carried out to confirm the accuracy of the Metering Equipment.

3.7.2 The Registrant shall ensure that a test of the accuracy of all Metering Equipment which replaces defective or inaccurate Metering Equipment is carried out as soon as is reasonably practicable after its installation.

3.7.3 The Registrant shall:

(a) in relation to any CVA Metering System, and

(b) if and to the extent so required by the Panel, in relation to any SVA Metering System

give BSCCo reasonable prior notice of the date, time, place and nature of every test pursuant to paragraphs 3.7.1 or 3.7.2; and BSCCo (or, if BSCCo so requires in relation to CVA Metering Systems, the CDCA) shall have the right to attend such test.

3.7.4 If the Registrant of any Metering System or any other Party or (in the case of a CVA Metering System) the CDCA has reason to believe that the Metering Equipment is not performing within the applicable limits of accuracy, or otherwise for any reason is incorrectly recording data, the Registrant or such other Party or the CDCA shall so notify:

(a) BSCCo;

(b) (in the case of another Party or the CDCA), the Registrant; and

3.7.5 If BSCCo is notified (under paragraph 3.7.4(a)) or otherwise has reason to believe that any Metering Equipment is not performing within the applicable limits of accuracy:

(a) BSCCo may require the Registrant to inspect and then test the accuracy of such Metering Equipment within a reasonable time after receiving notification of such requirement pursuant to this paragraph 3.7.5, whereupon the Registrant shall carry out such test in the presence of a representative of BSCCo; or

(b) BSCCo may, without giving notice to the relevant Registrant, arrange for the inspection of such Metering Equipment by a person (which may be the CDCA in the case of CVA Metering Equipment) or persons who is/are suitably qualified in the operation of Metering Equipment within a reasonable time, and for such person(s) to make such tests as such person(s) shall deem necessary to determine its accuracy; and the Registrant shall co-operate with such person(s) in carrying out such tests.

3.7.6 Subject to paragraph 3.7.7, the costs of any such test referred to in paragraph 3.7.5 shall be borne by the Registrant (but without prejudice to its right to charge any other person for such service pursuant to another agreement or arrangement), save that BSCCo shall bear the costs of attendance of any person pursuant to paragraph 3.7.5(b).

3.7.7 Where any Metering Equipment passes all inspections and tests required pursuant to paragraph 3.7.5, the costs reasonably incurred by the Registrant in carrying out such inspections and tests shall be borne by BSCCo.

3.7.8 Any test carried out pursuant to this paragraph 3.7 shall comply with the relevant Code of Practice.

3.7.9 In this paragraph 3.7, reference to testing shall include the use and installation of a check meter, if appropriate.

3.8 Sealing and Security

3.8.1 The Registrant of each Metering System shall procure that the Metering Equipment shall be sealed in accordance with the relevant Code of Practice and, if applicable, the Act.

3.8.2 The Registrant shall procure that the Metering Equipment shall be as secure as is practicable in all the circumstances.

3.8.3 Each Licensed Distribution System Operator shall, with respect to a Half Hourly Metering System registered in SMRS in relation to which data is required to be submitted for Settlement before the Initial Volume Allocation Run, notify the relevant Supplier registered in its SMRS system if any seal relating to that Metering System has been, or is likely to be broken by that Licensed Distribution System Operator for more than 24 hours or which is, or is due to be, remade, in all cases as soon as reasonably practicable (including, if reasonably practicable, before breaking or remaking such seal) stating, in the case of a notification of the breaking of a seal, the reason for breaking such seal.

3.9 Defective Metering Equipment

3.9.1 If at any time any Metering Equipment is destroyed or damaged or otherwise ceases to function, or is or is found to be outside the applicable limits of accuracy, the Registrant shall, subject to compliance with its obligations under paragraph 3.8, adjust, renew or repair the same or replace any defective component so as to ensure that such Metering Equipment is back in service and the Metering Equipment is operating within the applicable limits of accuracy as quickly as is reasonably practicable in all the circumstances.

4. DISPUTES

4.1 Tests in support of disputes

4.1.1 Any testing of Metering Equipment required (in accordance with Section W) to resolve any Trading Dispute shall be carried out or procured by the Registrant:

(a) on the relevant Metering Equipment mounted in its operational position; and

(b) in the presence:

(i) if BSCCo so requires, of a representative of BSCCo or (in the case of CVA Metering Equipment) the CDCA, and

(ii) the relevant Distribution System Operator and/or the NETSO as appropriate.

4.1.2 All such testing will be carried out in accordance with the relevant Code of Practice including, where applicable, any relevant Metering Dispensation.

4.2 Comparison of test performance

4.2.1 The test performance of any Metering Equipment shall be compared with calibrated test equipment by one of the following methods:

(a) injecting into the measuring circuits (excluding the primary current and voltage transformers) and comparing the readings or records over such period as may be required by the relevant Code of Practice including, where applicable, any relevant Metering Dispensation to ensure a reliable comparison; or

(b) where practicable, operating the calibrated test equipment from the same primary current and voltage transformers as the Metering Equipment under operating conditions and comparing the readings or recordings of the Metering Equipment and the calibrated test equipment over such period as may be required by the relevant Code of Practice including, where applicable, any relevant Metering Dispensation; or

4.3 Laboratory testing

4.3.1 If the Panel so requires, Metering Equipment which fails any test whilst in its operational position shall be tested under laboratory conditions in accordance with the relevant Code of Practice, and the Registrant shall procure such test.

4.4 Witnessing tests

4.4.1 In addition to any persons attending pursuant, where applicable, to paragraph 4.1.1(b), if the Panel so determines, up to two persons nominated by BSCCo and representing all Parties who have an interest in the Trading Dispute, and in addition (unless otherwise attending pursuant to paragraph 4.1.1(b)) the relevant Distribution System Operator or the NETSO, as appropriate, shall be entitled to witness tests taken as a result of a Trading Dispute, including tests confirming the calibration of test equipment, or inspect evidence of valid calibration, or valid calibration certificates, as appropriate.

4.5 Costs of testing

4.5.1 Except as otherwise provided in Section W, the costs reasonably incurred by the Registrant in carrying out any such test as referred to in paragraph 4.1, and the costs of attendance of BSCCo and any person nominated by it under paragraph 4.4, shall be borne by BSCCo.

5. METERING DATA

5.1 Ownership of Metering Data

5.1.1 Subject to paragraphs 5.1.2 and 5.1.3, and without prejudice to Section H4.6, the Registrant of a Metering System shall own the metering data acquired from such Metering System, and may provide to any person access to and use of such data.

5.1.2 Subject to paragraph 5.1.3, the Customer (in relation to a Metering System at any premises) or Third Party Generator (in relation to a Metering System at Third Party Generating Plant) shall be entitled to access, obtain and use metering data relating to that Metering System without charge.

5.1.3 The Registrant shall not exercise any rights in relation to, or provide to any person use of or access to, metering data in a manner which would interfere with Settlement or would otherwise be inconsistent with giving effect to the Code.

5.2 Access to and Use of Metering Data

5.2.1 Without prejudice to Section H4.6, the Registrant of each Metering System shall provide access to, and hereby authorises the use of, metering data, to and by:

(a) the Panel, any Panel Committee, BSCCo and each BSC Agent; and

(b) in the case of an Interconnector, the relevant Interconnector Administrator, Interconnector Error Administrator and Interconnector Users

(each a "data recipient", which term shall include any officer, director, employee, agent or adviser of the same), without charge, for all purposes for which each such data recipient requires such access and use pursuant to or in order to give effect to the Code, but not for any other purposes.

5.2.2 A data recipient may release metering data (which is provided, or access to which is provided, to it pursuant to paragraph 5.2.1) to another person only to the extent to which:

(a) that other person is authorised to have access to and use of such data pursuant to paragraph 5.2.1, or

(b) that other person is entitled to access and use of such data pursuant to any other provision of the Code, or

5.2.3 The Registrant of each Metering System shall provide metering data to:

(a) each other Party; and

(b) any other person,

who (in either case) is entitled to receive such data in accordance with the Code.

5.2.4 The Registrant of each Metering System (or, as the case may be and as provided for elsewhere in the Code, the SVAA or the CDCA) shall without charge provide relevant metering data to, and authorises the use of such data by:

(a) the relevant Distribution System Operator for the purposes only of the operation of the relevant Distribution System and the calculation of charges for use of and connection to such Distribution System;

(b) the NETSO for the purposes only of the operation of the Transmission System, and the calculation of charges for use of and connection to the Transmission System.

5.2.5 For the purposes of paragraph 5.2.4, "relevant metering data" means:

(a) in the case of SVA Metering Systems, the metering data specified in BSCP502, BSCP508 and BSCP520;

(b) in the case of CVA Metering Systems, the metering data specified as being sent to the NETSO and/or the relevant Distribution System Operator in Table 5 of Section V.

5.2.6 Each Party agrees to the release and use of data referred to in paragraph 5.2.4 on the terms and conditions of such paragraphs, and confirms that it will not have the right to charge the relevant Distribution System Operator or NETSO for such release or use.

6. ACCESS TO PROPERTY

6.1 Grant and procurement of rights

6.1.1 Each Party hereby grants to the Invitees specified in paragraph 6.1.4 the rights specified in that paragraph in relation to any part of the relevant property.

6.1.2 The Registrant of each Metering System shall:

(a) where paragraph 1.4 applies, procure,

(b) in any other case, use all reasonable endeavours to procure

for the benefit of the Invitees specified in paragraph 6.1.4 the rights specified in that paragraph in relation to any part of the relevant property.

6.1.3 In this paragraph 6 the "relevant property" is:

(a) for the purposes of rights to be granted by a Party under paragraph 6.1.1, the property of that Party;

(b) for the purposes of rights to be procured by the Registrant of a Metering System under paragraph 6.1.2, the property:

(i) of each Customer in respect of which the Registrant is the supplier;

(ii) of the Third Party Generator at each Third Party Generating Plant for whose Exports the Registrant is responsible in accordance with Section K1.2.2;

(iii) of any other person who is not a Party (a "Third Party") the exercise of whose rights would prevent the Registrant or any Invitee or any other Party from performing its obligations under this Section L or the Code and the existence of whose rights is known, or ought reasonably be known, to that Registrant.

6.1.4 The rights referred to in paragraphs 6.1.1 and 6.1.2 are:

(a) for any Invitee, full right to enter upon and through and remain upon, or do any other act contemplated by this Section L or Section R or Section S which would otherwise constitute a trespass upon, any part of the relevant property;

(b) for the BSC Auditor, full right to perform such tasks and to do all such acts and things as are necessary for the purpose of performing audits, tests, reviews and checks for the purposes of the BSC Audit, including full right to carry out such tests on Metering Equipment, provided that the person or persons allocated to carry out such tests by the BSC Auditor is or are suitably qualified in the operation of Metering Equipment;

(c) for the CDCA, full right to undertake on-site inspections, tests, checks and readings on Metering Equipment in connection with the validation of Aggregation Rules pursuant to Section R3.4 and in connection with Meter Advance Reconciliation obligations pursuant to Section R6.2, and

(d) for the TAA(s), full right to undertake on-site tests and checks and to report on Metering Systems in relation to their compliance with the relevant Code of Practice and this Section L;

but in each case only to the extent such rights are necessary for the purposes of the Code, and subject to the other provisions of this paragraph 6.

6.1.5 For the avoidance of doubt, the Registrant of any Metering System will need to procure (and is responsible for procuring) appropriate rights of access for its Meter Operator Agent; and this paragraph 6 does not address such rights of access.

6.2 Invitees

6.2.1 For the purposes of the Code, each of the following shall be an Invitee:

(a) the Panel and any Panel Committee acting through any reasonably nominated employee, agent or contractor of BSCCo;

(b) BSCCo acting through any reasonably nominated employee, agent or contractor;

(d) the BSC Auditor acting through any partner or employee;

(e) the NETSO, acting through any reasonably nominated employee, agent or contractor; and

(f) any CfD Counterparty, any CFD Settlement Services Provider, the CM Settlement Body and/or any CM Settlement Services Provider, in each case acting through any reasonably nominated employee, agent or contractor.

6.3 Failure to procure access

6.3.1 If, after having used all such reasonable endeavours to procure access rights in accordance with paragraph 6.1.2, the Registrant of a Metering System has been unable to procure any such rights, the Registrant shall so notify the Panel and the Authority.

6.3.2 Each Invitee shall be entitled to assume that the consents of any Customer, Third Party Generator or Third Party shall have been obtained in accordance with the provisions of paragraph 6.1.2 until such time as it is fixed with notice to the contrary.

6.4 Further provisions as to access

6.4.1 The rights of access provided for in paragraph 6.1 shall include, but not be limited to, the right to bring on to the relevant property such vehicles, plant, machinery and maintenance or other materials and such persons as shall be reasonably necessary for the purposes of the Code.

6.4.2 Each Party shall ensure, and the Registrant of each Metering System shall use all reasonable endeavours to ensure, that any particular authorisation or clearance which is required to be given to ensure access to any Invitee, in accordance with paragraph 6.1.1 or (as the case may be) 6.1.2, is available on arrival of the Invitee.

6.5 Safe access

6.5.1 Subject to the right of BSCCo to require inspection without notice pursuant to paragraph 3.7.5(b), the Registrant of each Metering System shall use all reasonable endeavours to procure that all reasonable arrangements and provisions are made, and revised from time to time, as and when necessary or desirable to facilitate the safe exercise by any Invitee of any right of access granted pursuant to paragraph 6.1 with the minimum of disruption, disturbance and inconvenience.

6.5.2 Such arrangements and provisions may, to the extent that the same are reasonable, limit or restrict the exercise of such right of access and/or provide for the Registrant to make directions or regulations from time to time in relation to a specified matter.

6.5.3 Matters to be covered by such arrangements and/or provisions include:

(a) the identification of any relevant Metering Equipment;

(b) the particular access routes applicable to the land in question having particular regard to the weight and size limits on those routes;

(d) any requirements as to prior notification and as to authorisation or security clearance of individuals exercising such right of access and procedures for obtaining the same;

(e) the means of communication by the Registrant (to all persons, agents, employees and/or contractors who may be authorised from time to time to exercise such right of access) of any relevant directions or regulations made by the Registrant;

(f) the identification of and arrangements applicable to personnel exercising the right of access granted under paragraph 6.1;

(g) where relevant, compliance with any code of practice on procedures with respect to site access approved by the Authority pursuant to any Licence; and

(h) disclosure of any known hazards on the site.

6.5.4 BSCCo shall take all reasonable steps to secure that any Invitee agrees to observe and perform any such arrangements and all provisions (or directions or regulations issued pursuant thereto), failing which in any particular case the Registrant may take reasonable steps to ensure that, as a condition of exercising any right of access pursuant to paragraph 6.1, each Invitee shall agree to observe and perform the same.

6.6 Damage

6.6.1 BSCCo shall take all reasonable steps to secure that each Invitee takes all reasonable steps (or, where the NETSO is the Invitee, the NETSO shall take all reasonable steps), in the exercise of any right of access under paragraph 6.1, to:

(a) avoid or minimise damage in relation to any relevant property; and

(b) cause as little disturbance and inconvenience as possible to any other Party, Customer, Third Party Generator, Third Party or other occupier of any relevant property;

and shall make good any damage caused to such property in the course of the exercise of such rights as soon as may be practicable.

6.6.2 Subject to paragraph 6.6.1, all such rights of access shall be exercisable free of any charge or payment of any kind.

6.7 Licence restricted parties

6.7.1 This paragraph 6.7 shall apply to any area owned or occupied by any Party, Customer, Third Party Generator or Third Party (in this Section L, each a "Licence Restricted Party") which is the holder of or is subject to a licence granted under the Nuclear Installations Act 1965 (in this paragraph 6.7, a "Nuclear Site Licence") or is subject to restrictions in relation to a Nuclear Site Licence, where such area is subject to that Nuclear Site Licence.

6.7.2 This paragraph 6.7 shall take precedence over any contrary provisions of this Section L.

6.7.3 No Party or Invitee shall enter or attempt to enter or permit or suffer any person to enter or attempt to enter any area owned or occupied by the Licence Restricted Party to which a Nuclear Site Licence applies except strictly in accordance with the provisions, restrictions and conditions of the Nuclear Site Licence.

6.7.4 The Licence Restricted Party shall be entitled to take reasonable action of any kind whatsoever relating to or affecting access to its property as it considers on reasonable grounds to be necessary in order to enable the Licence Restricted Party to comply with the provisions, restrictions and conditions of a Nuclear Site Licence or avert or minimise any reasonably anticipated breaches thereof.

6.8 Denial of access

6.8.1 The Panel, any Panel Committee, BSCCo and any BSC Agent shall not be held in breach of any duty or obligation under the Code to the extent that it is unable to perform such duty or obligation by reason of its being denied necessary access to Metering Equipment.

7. TECHNICAL ASSURANCE OF METERING SYSTEMS

7.1. General

7.1.1 The role of the TAA is to monitor compliance by Parties with the requirements, in relation to Half Hourly Metering Systems, of this Section L, Codes of Practice and BSC Procedures, and identify cases where such requirements are not being complied with ("non-compliance").

7.1.2 For the purposes described in paragraph 7.1.1 and as instructed by BSCCo from time to time pursuant to paragraph 7.3.1, the TAA shall make arrangements for:

(a) On-Site Inspections by suitably qualified inspectors at the sites where Metering Equipment is installed; or

(b) Desktop Audits conducted by suitably qualified inspectors remotely.

7.1.3 In this paragraph 7 references to Metering Systems are to Half Hourly Metering Systems.

7.1.4 Subject to paragraph 7.1.5, references to Metering Systems in this paragraph 7 are to CVA Metering Systems.

7.1.5 Until the Retail Code Consolidation Date (as such date is applicable to this paragraph 7), this paragraph 7 shall continue to apply in respect of SVA Metering Systems. As from the Retail Code Consolidation Date (to the extent the Authority determines such date to apply to this paragraph 7), the provisions of this paragraph 7 shall cease to apply in respect of SVA Metering Systems and consequently, in respect of SVA Metering Systems only, the functions, duties, responsibilities and (where relevant) powers of each Registrant of an SVA Metering System, each SVA Meter Operator Agent, the Performance Assurance Board, the Panel, BSCCo and the TAA shall cease to have effect.

7.1.6 The Performance Assurance Board and BSCCo may make representations in relation to the timing and implementation of the Retail Code Consolidation Date.

7.2 Provision of information

7.2.1 Each SMRA, the CDCA, and the SVAA shall submit to BSCCo details of the Half Hourly Metering Systems and the associated Registrants respectively registered in SMRS or CMRS or AMRS in accordance with BSCP27 or (as respects a SVA Metering Systems) the relevant provisions of the REC.

7.2.2 BSCCo shall periodically submit to the TAA, in accordance with BSCP27, a list of the Metering Systems and the associated Registrants, from which sample On-Site Inspections and Desktop Audits shall be selected in accordance with paragraph 7.3.

7.2.3 The Registrant of each Metering System shall provide the TAA with records, data and other information in accordance with BSCP27, and each Party irrevocably agrees to the release to and use by the TAA of all such records, data and other information in the circumstances described in this Section L.

7.2.4 The CDCA shall provide the TAA with such Meter Technical Details in relation to CVA Metering Systems as the TAA may request in accordance with BSCP27.

7.3 Site Selection

7.3.1 BSCCo shall determine and instruct to the TAA, in relation to each BSC Year, consistent with any guidance or instructions from the Panel, and in accordance with BSCP27:

(a) the total number of Metering Systems to be audited by On-Site Inspection;

(b) the total number of Metering Systems to be audited by Desktop Audit; and

(c) the criteria for assessing which Metering Systems shall be selected for an On-Site Inspection and which Metering Systems shall be selected for a Desktop Audit.

7.3.2 The TAA shall select the sample of Metering Systems to be audited by On-Site Inspection or Desktop Audit in each BSC Year in accordance with BSCCo’s instructions under paragraph 7.3.1 and consistent with the further provisions of this paragraph 7.3 and in accordance with BSCP27.

7.3.3 Until the Performance Assurance Effective Date, the sample selected shall be consistent with the following principles:

(a) the sample shall allow for:

(i) audit ("targeted audit") of a number of Metering Systems in relation to which non-compliance is suspected, as notified by BSCCo to the TAA or on the basis of the information provided to the TAA by other persons; and/or

(ii) audit ("re-audit") of a number of Metering Systems in relation to which non-compliance was previously identified and has subsequently been reported to have been rectified by the Registrant;

(b) the sample shall be representative of the Metering Systems respectively registered in CMRS, AMRS and each SMRS;

(i) Meter Operator Agent;

(ii) type of Metering Equipment;

(iii) Code of Practice;

(iv) Registrant;

(v) GSP Group (for SVA Metering Systems and Asset Metering Systems);

(vi) previous inspection(s);

and shall not be biased towards any one Registrant, Meter Operator Agent, GSP Group or type of Metering Equipment.

7.3.4 From the Performance Assurance Effective Date the Panel may determine with respect to the sample of Metering Systems to be selected by the TAA under paragraph 7.3.2:

(a) which of the principles set out in paragraph 7.3.3 shall apply; and/or

(b) such further principles as are appropriate which shall apply,

provided that unless the Panel decides otherwise with respect to paragraph 7.3.3(c) the sample shall not be biased towards any one Registrant, Meter Operator Agent, GSP Group or type of Metering Equipment.

7.4 Site Visits

7.4.1 The TAA shall notify the Registrant whose Metering System(s) are selected for inspection, giving the Registrant such period of notice prior to the inspection as may be required in accordance with BSCP27.

7.4.2 The TAA shall invite the Registrant or a nominated representative to attend the inspection, and the Registrant shall ensure that the Meter Operator Agent attends (by a suitably competent person).

7.4.3 The Registrant shall confirm to the TAA in accordance with BSCP27:

(a) the attendance of the Meter Operator Agent; and

(b) the identity of other attendees who will be present.

7.4.4 The Registrant shall, in accordance with BSCP27, make appropriate arrangements to ensure access to all elements of the Metering Equipment being inspected in accordance with the requirements of paragraph 6.

7.4.5 The Registrant shall bear all costs of its and its Meter Operator Agent’s attending an inspection (but without prejudice to its right to charge any other person for such service pursuant to another agreement or arrangement).

7.4A Desktop Audit

7.4A.1 The TAA shall notify the Registrant whose Metering System(s) are selected for a Desktop Audit, giving the Registrant such period of notice prior to the Desktop Audit as may be required in accordance with BSCP27.

7.4A.2 The Registrant or a nominated representative shall submit the documentation in the format and timescales required under BSCP27.

7.4A.3 The Registrant shall bear all costs of its and its nominated representative’s submission.

7.5 Non-Compliance

7.5.1 The TAA shall determine in respect of those matters or things (including those associated with or connected to a Metering System) which it has been requested to audit, that such matter or thing is non-compliant if, after taking account of any applicable Metering Dispensations, the requirements of the Code and the relevant Code(s) of Practice are not being adhered to and/or if configurable meter parameters are not consistent with the Meter Technical Details supplied by the Registrant.

7.5.2 Where a non-compliance has been determined in accordance with paragraph 7.5.1 the Registrant shall:

(a) ensure that the non-compliance is rectified, to the extent to which it can be rectified directly by the Meter Operator Agent;

(b) otherwise, take all reasonable steps to ensure that a person which can directly rectify the non-compliance does so.

7.5.3 Following the rectification of a non-compliance (as determined in accordance with paragraph 7.5.1) which is materially non-compliant, BSCCo shall, where in its discretion it considers it appropriate to do so having regard to the nature of such rectification, require the Registrant to carry out the relevant Code of Practice Four tests in the case of SVA Metering Systems or CVA Metering Systems and, Code of Practice Eleven tests in the case of Asset Metering Systems, and validation testing in accordance with the relevant BSC Procedures and the TAA may attend and/or request details of any such testing carried out.

7.5.4 For the purposes of paragraph 7.5.3, a non-compliance (as determined in accordance with paragraph 7.5.1) is "materially non-compliant" if the TAA considers that the non-compliance is likely to affect the quality of data used in Settlement.

7.5.5 The Registrant of a Metering System determined by the TAA to be non-compliant (or of a Metering System in respect of which a matter or thing has been determined to be non-compliant in accordance with paragraph 7.5.1) following an On-Site Inspection or Desktop Audit may refer to the Panel the question of whether the requirements referred to in paragraph 7.5.1 are being adhered to in relation to the Metering System.

7.6 Reporting

7.6.1 On completion of an On-Site Inspection or Desktop Audit, the TAA shall issue notices of compliance or non-compliance to the Registrant and BSCCo by the date required under BSCP27.

7.6.1A Where BSCCo becomes aware of a non-compliance that has impacted metered volumes then it shall, as soon as reasonably practicable thereafter, notify any CFD Settlement Services Provider and any CM Settlement Services Provider and include in that notice at least the following:

(a) the MSID(s) (if known) relating to the applicable SVA Metering System or CVA Metering System;

(b) the nature of the non-compliance; and

7.6.2 Where a non-compliance has been determined in accordance with paragraph 7.5.1, the TAA shall provide the Registrant with a report detailing the areas of non-compliance.

7.6.3 The TAA shall provide the Registrant with a reminder, in the form of a re-issued non-compliance report, if the Registrant has failed to rectify the non-compliance by the date required under BSCP27.

7.6.4 In relation to each month the TAA shall, by the date required under BSCP27:

(a) submit a report (in a format approved by BSCCo) summarising all On-Site Inspections or Desktop Audits falling due within that month; and

(b) after amending the report to take account of any comments of BSCCo, submit the report to the Panel, the Performance Assurance Board and the BSC Auditor.

AMENDMENT RECORD – SECTION L

Section L

Version 29.0

Effective Date: 12 April 2024

Modification Proposal	Decision Date	Implementation Date	Version
P432	15/01/24	15/04/2024	29.0
P464	09/11/23	29/02/24	28.0
P453	11/05/23	02/11/23	27.0
P395	06/10/23	02/11/23	27.0
P450	12/01/23	23/02/23	26.0
P437	13/10/22	17/11/22	25.0
P433 Self Governance	13/01/22	30/06/22	24.0
P375	24/02/21	30/06/22	24.0
P420	23/07/21	01/09/21	23.0
P394 Self-Governance	12/12/19	27/02/20	22.0
P391 Self-Governance	10/10/19	27/02/20	22.0
P369	28/11/18	29/03/19	21.0
P338 Fast Track Self Governance	14/04/16	01/04/17	20.0
P272 v2.0	29/10/14	01/04/17	20.0
P322	24/06/15	03/08/15	19.0
ORD005¹	Secretary of State	26/02/15	18.0
P283	31/07/13	06/11/14	17.0
P299	30/05/14	13/06/14	16.0
P266	15/04/11	23/02/12	15.0
P230	25/11/09	26/11/09	14.0
P225	07/08/08	06/11/08	13.0
P207	10/07/07	10/09/07	12.0
P208	16/01/07	22/02/07	11.0
P190	14/11/05	28/06/06	10.0
P124	18/05/04	01/12/04	9.0
ORD001	BETTA	01/09/04	8.0
P164	08/06/04	30/06/04	7.0
P151	05/04/04	19/04/04	6.0
P81	17/12/02	28/09/03	5.0
P126	18/07/03	08/08/03	4.0
P62	12/08/02	01/08/03	3.0
P55	06/06/02	06/06/02	2.0

1 ORD005 was Directed by the Secretary of State on 1 August 2014

SECTION M: CREDIT COVER AND CREDIT DEFAULT

1. GENERAL

1.1 Introduction

1.1.1 This Section sets out:

(a) the basis on which Energy Indebtedness of an Imbalance Party will be calculated;

(b) the basis on which Imbalance Parties may provide Credit Cover in respect of their Energy Indebtedness;

(d) circumstances which will constitute Credit Default in relation to an Imbalance Party, and the consequences of such Credit Default;

(e) arrangements for payment of compensation to Imbalance Parties in certain circumstances where errors have been made in calculations under this Section M.

1.2 Energy Indebtedness

1.2.1 For the purposes of the Code:

(a) in relation to a Settlement Period j the "Energy Indebtedness" (EI_pj, in MWh) of an Imbalance Party p shall be the algebraic sum of:

(i) the algebraic sum of Actual Energy Indebtedness for Imbalance Party p for those Settlement Days d within the twenty nine day period for which (at the Submission Deadline for Settlement Period j), the Submission Deadline has passed for the first Settlement Period of the Settlement Day following that on which the Settlement Calendar specifies that the Interim Information Settlement Run for Settlement Day d is to take place (but excluding those days for which, as a result of a delay in the Interim Information Settlement Run in accordance with Section T1.4, the ECVAA does not receive the Interim Information Settlement Run data from the SAA by the Submission Deadline for the first Settlement Period of the Settlement Day containing Settlement Period j);

(ii) the algebraic sum of Metered Energy Indebtedness for Imbalance Party p in relation to those Settlement Days d within the twenty nine day period for which paragraph 1.2.1(a)(i) does not apply, and for which (at the Submission Deadline for Settlement Period j), the Submission Deadline has passed for the first Settlement Period of the Settlement Day following that on which the Settlement Calendar specifies that the Credit Cover Volume Allocation Run for Settlement Day d is to take place; and

(iii) the algebraic sum of Credit Assessment Energy Indebtedness for Imbalance Party p in relation to that Settlement Period and all prior Settlement Periods in days falling within the twenty nine day period for which neither paragraphs 1.2.1(a)(i) or 1.2.1(a)(ii) applies;

(b) a reference to an Imbalance Party's Energy Indebtedness at any time is to its Energy Indebtedness in relation to the latest Settlement Period for which the Submission Deadline occurred before such time;

(c) in relation to a Settlement Period, the twenty nine day period means the period of twenty nine Settlement Days expiring on (and including) the Settlement Day which includes that Settlement Period;

(d) for the purposes of paragraph 1.2.1(a)(i), where (by the Submission Deadline for the first Settlement Period of the Settlement Day containing the Settlement Period j), the ECVAA has not received the Interim Information Settlement Run data from the SAA in accordance with Section T5.3.5 for any Settlement Day d within the twenty nine day period to which paragraph 1.2.1(a)(i) applies (other than as a result of a delay in the Interim Information Settlement Run in accordance with Section T1.4), the ECVAA shall use the Metered Energy Indebtedness for the Settlement Periods in that Settlement Day d but without prejudice to paragraph 4;

(e) for the purposes of paragraph 1.2.1(a)(ii), where (by the Submission Deadline for the first Settlement Period of the Settlement Day containing the Settlement Period j), the ECVAA has not received the Credit Cover Volume Allocation Run data from the CDCA in accordance with Section R5.7.1(d) for any Settlement Day d within the twenty nine day period to which paragraph 1.2.1(a)(ii) applies, the ECVAA shall use the Credit Assessment Energy Indebtedness for the Settlement Periods in that Settlement Day d but without prejudice to paragraph 4;

(f) in relation to an Imbalance Party and Settlement Day, where BSCCo:

(i) is aware that the ECVAA has not received relevant Interim Information Settlement Run data from the SAA in accordance with Section T5.3.5; or

(ii) is aware that the ECVAA has not received relevant Credit Cover Volume Allocation Run data from the CDCA in accordance with Section R5.7.1(d); or

(iii) has substantial evidence or other reasons to believe that the data to be derived from the Initial Settlement Run for that Imbalance Party and that Settlement Day are likely to be significantly different (in the context of that particular Imbalance Party) from the corresponding Interim Information Settlement Run data received by the ECVAA from the SAA in accordance with Section T5.3.5; or

(iv) has substantial evidence or other reasons to believe that the data to be derived from the Initial Volume Allocation Run for that Imbalance Party and that Settlement Day are likely to be significantly different (in the context of that particular Imbalance Party) from the corresponding Credit Cover Volume Allocation Run data received from the CDCA in accordance with Section R5.7.1(d);

the absence of such data or the likelihood of such a significant difference (as the case may be) may, if BSCCo so decides and to the extent that it materially affects matters, constitute a material doubt for the purposes of paragraph 3.4.3(a); and

(g) where an Imbalance Party elects to submit, to BSCCo, such evidence as is referred to in paragraph 1.2.1(f), BSCCo must review that evidence as soon as practicable after receiving it, but must verify any opinion formed in relation to such evidence as soon as practicable after receiving a level 1 default notice (in accordance with paragraph 3.2.1(a)(ii)) in relation to that Imbalance Party.

1.2.2 For the purposes of paragraph 1.2.1, the Credit Assessment Energy Indebtedness (CEI_pj, in MWh) of a Trading Party p in relation to a Settlement Period shall be determined as follows:

CEI_pj = – ((Σ_a,i CAQCE_iaj+ Σ_a,i CAQDE_iaj) – Σ_a QABC_aj )

where:

(a) summation on 'a' extends to the Production Energy Account and Consumption Energy Account of the Trading Party,

(b) CAQCE_iaj is the Credit Assessment Credited Energy Volume in accordance with paragraph 1.2.3, and

1.2.2A For the purposes of paragraph 1.2.1, the Credit Assessment Energy Indebtedness (CEI_pj, in MWh) of a Virtual Lead Party p that holds a Virtual Balancing Account in relation to a Settlement Period shall be determined as follows:

CEI_pj = 0

1.2.3 The Credit Assessment Credited Energy Volume (CAQCE_iaj, in MWh) shall be determined:

(a) for each BM Unit which is:

(i) a Consumption BM Unit; or

(ii) a Production BM Unit whose Relevant Capacity is not greater than zero,

and in either case is:

(iii) not a Supplier BM Unit whose Demand Capacity is zero and whose Generation Capacity is greater than zero;

(iv) not an Interconnector BM Unit;

(v) not a Credit Qualifying BM Unit; and

(vi) not a Secondary BM Unit,

and for each Energy Account which is a Subsidiary Energy Account for such BM Unit, as follows:

CAQCE_iaj = (SPD * BMCAIC_i) * (QMPR_iaj/100) + QMFR_iaj

(b) for each BM Unit which is:

(i) a Production BM Unit whose Relevant Capacity is greater than zero; or

(ii) a Supplier BM Unit whose Demand Capacity is zero and whose Generation Capacity is greater than zero,

and in either case is:

(iii) not an Interconnector BM Unit;

(iv) not a Credit Qualifying BM Unit; and

(v) not a Secondary BM Unit,

and for each Energy Account which is a Subsidiary Energy Account for such BM Unit, as follows:

CAQCE_iaj = (SPD * BMCAEC_i) * (QMPR_iaj/100) + QMFR_iaj

(i) a Consumption BM Unit; or

(ii) a Production BM Unit whose Relevant Capacity is not greater than zero ,

and in either case is:

(iii) not a Supplier BM Unit whose Demand Capacity is zero and whose Generation Capacity is greater than zero;

(iv) not an Interconnector BM Unit;

(v) not a Credit Qualifying BM Unit; and

(vi) not a Secondary BM Unit,

and for the Energy Account which is the Lead Energy Account for such BM Unit, as follows:

CAQCE_iaj = (SPD * BMCAIC_i) – Σ_a CAQCE_iaj

(d) for each BM Unit which is:

(i) a Production BM Unit whose Relevant Capacity is greater than zero; or

(ii) a Supplier BM Unit whose Demand Capacity is zero and whose Generation Capacity is greater than zero,

and in either case is:

(iii) not an Interconnector BM Unit;

(iv) not a Credit Qualifying BM Unit; and

(v) not a Secondary BM Unit,

and for the Energy Account which is the Lead Energy Account for such BM Unit, as follows:

CAQCE_iaj = (SPD * BMCAEC_i) – Σ_a CAQCE_iaj

(e) for each Subsidiary Energy Account for each Interconnector BM Unit and for each Credit Qualifying BM Unit, as follows:

CAQCE_iaj = FPN_ij * (QMPR_iaj/100) + QMFR_iaj

(f) for the Lead Energy Account for each Interconnector BM Unit and for each Credit Qualifying BM Unit, as follows:

CAQCE_iaj = FPN_ij - Σ_a CAQCE_iaj

where, for the purposes of paragraphs 1.2.3(c), 1.2.3(d) and 1.2.3(f) only, Σ_a represents the sum over all Energy Accounts other than the Lead Energy Account.

1.2.3A For the purposes of paragraph 1.2.3, FPN_ijfor any Settlement Period shall be calculated using the data received by the ECVAA for that Settlement Period in accordance with Section Q6.1A.1. Where such data is not so received or calculated, the value of FPN_ijshall be that which was applied in the previous Settlement Period.

1.2.3B For the purposes of paragraph 1.2.2, the Credit Assessment Credited Deviation Volume (CAQDE_iaj) shall only be calculated for Trading Secondary BM Units for Settlement Periods to which a Wholesale Market Activity Notification relates and shall be determined as follows:

(a) where the Relevant Capacity is GC then CAQDE_iaj = (0.5 * SBMCAEC_i)

(b) where the Relevant Capacity is DC then CAQDE_iaj = (0.5 * SBMCAIC_i)

where SBMCAEC_iis Secondary BM Unit Credit Assessment Export Capability and SBMCAIC_i is Secondary BM Unit Credit Assessment Import Capability determined in accordance with paragraph 1.6.1.

1.2.4 A change in the value of BM Unit Credit Assessment Export Capability or BM Unit Credit Assessment Import Capability for a BM Unit shall apply for the purposes of the determination of values of Credit Assessment Credited Energy Volume (for relevant Imbalance Parties) in respect of Settlement Periods from and including the first Settlement Period of the day on which, in accordance with paragraph 1.6, the change becomes effective.

1.2.4A For the purposes of paragraph 1.2.1, the Metered Energy Indebtedness (MEI_pj, in MWh) of a Trading Party p in relation to a Settlement Period shall be determined as follows:

MEI_pj = – (Σ_a,i MAQCE_iaj+ Σ_a,i MAQDE_iaj) – Σ_a QABC_aj)

where:

(a) summation on 'a' extends to the Production Energy Account and Consumption Energy Account of the Trading Party; and

(b) MAQCE_iaj is the Metered Credit Assessment Credited Energy Volume determined in accordance with paragraph 1.2.4B; and

1.2.4B The Metered Credit Assessment Credited Energy Volume (MAQCE_iajin MWh) shall be determined:

(a) for each BM Unit which meets all the requirements in paragraph 1.2.4C, and for each Energy Account which is a Subsidiary Energy Account for such BM Unit, as follows:

MAQCE_iaj = QM_ij * (QMPR_iaj/100) + QMFR_iaj

(b) for each BM Unit which meets all the requirements in paragraph 1.2.4C, and for the Energy Account which is the Lead Energy Account for such BM Unit, as follows:

MAQCE_iaj = QM_ij - Σ_a MAQCE_iaj

(c) for each BM Unit which does not meet all of the requirements in paragraph 1.2.4C, and for each Energy Account, as follows:

MAQCE_iaj = CAQCE_iaj

where, for the purpose of paragraph 1.2.4B(b), Σ_a represents the sum over all Energy Accounts other than the Lead Energy Account.

1.2.4C The requirements referred to in paragraph 1.2.4B are that:

(a) the BM Unit is a Credit Qualifying BM Unit;

(b) the BM Unit is not a Supplier BM Unit;

(d) Metered Volumes were determined by the CDCA for the BM Unit in the Credit Cover Volume Allocation Run for Settlement Period j.

1.2.4D For the purposes of paragraph 1.2.1, the Metered Energy Indebtedness (MEI_pj, in MWh) of a Virtual Lead Party p that holds a Virtual Balancing Account in relation to a Settlement Period shall be determined as follows:

MEI_pj = 0

1.2.4E The Metered Credit Assessment Credited Deviation Volume (MAQDE_iajin MWh) shall be determined:

MAQDE_iaj = CAQDE_iaj

and shall only be calculated for Trading Secondary BM Units.

1.2.5 For the purposes of paragraph 1.2.1, in relation to a Settlement Day d, the Actual Energy Indebtedness of Imbalance Party p (AEI_p, expressed in MWh) shall be determined as follows:

AEI_p = Trading Charges / CAP

where:

(a) CAP is the Credit Assessment Price in accordance with paragraph 1.4 prevailing at the time the relevant calculation is to be made by the ECVAA; and

(b) The Trading Charges are the single net credit or debit amount (expressed in £) for that Imbalance Party, determined by the Interim Information Settlement Run, for Settlement Day d as referred to in Section T5.3.3(c).

1.2.6 The ECVAA shall determine each Imbalance Party's Energy Indebtedness in relation to each Settlement Period as soon as reasonably practicable after the Submission Deadline for that Settlement Period.

1.3 Authority for steps under Sections M and P

1.3.1 In relation to the provisions of this Section M and Section P (and without prejudice to the generality of Section U2.6, but without prejudice to the ability of an Imbalance Party to raise a Trading Dispute), each Imbalance Party:

(a) acknowledges that the calculation of Energy Indebtedness and other matters to be calculated under this Section M involves the possibility of error;

(b) agrees that (subject to paragraph 3.2.4) the steps provided for in paragraph 3 and Sections P2.5 and P3.5 are to be taken notwithstanding any such error;

(c) acknowledges that such Imbalance Party may avoid any such steps being taken, including by providing additional Credit Cover (on the basis that it may withdraw such additional Credit Cover in accordance with paragraph 2.3.3 following resolution of such error).

1.3.2 Each Imbalance Party:

(a) hereby authorises the Panel, any Panel Committee, BSCCo, the ECVAA and the SAA to take any step contemplated by paragraph 3 and Sections P2.5 and P3.5; and

(b) agrees that (without prejudice to the generality of any other provision of the Code which limits or excludes liability), the Panel, each Panel Committee, BSCCo, and each BSC Agent shall have no liability (in contract or tort including negligence or otherwise) to such Imbalance Party for the taking of any such step, except as provided in paragraph 4, and waives any such liability that any such body or person might otherwise have.

1.3.3 Nothing in paragraph 1.3.2(b) shall exclude or limit the liability of any person for death or personal injury resulting from that person's negligence.

1.4 Credit Assessment Price

1.4.1 For the purposes of the Code the "Credit Assessment Price" shall be such amount (in £/MWh) as the Panel shall from time to time determine, after consultation with Imbalance Parties, as the price which it would be appropriate to use to determine the equivalent financial amount of Imbalance Parties' Energy Indebtedness for the purposes of this Section M.

1.4.2 Whenever the Panel determines to revise the Credit Assessment Price:

(a) the Panel shall notify the revised Credit Assessment Price to each Imbalance Party, the FAA and the ECVAA;

(b) the revised Credit Assessment Price shall be effective for the purposes of the Code from the date determined by the Panel pursuant to paragraph (c), which shall not be earlier than the tenth Business Day following the date of notification by the Panel under paragraph (a);

(c) subject to paragraph (b), the notice period for implementing revisions to the Credit Assessment Price shall be specified by the Panel from time to time after consultation with Imbalance Parties.

1.5 Credit Assessment Load Factor

1.5.1 The Panel shall establish and may from time to time revise, and shall provide to BSCCo and make available to all Trading Parties, principles or guidance as to the basis on which values of Credit Assessment Load Factor are to be assigned to BM Units of different types (of such descriptions as the Panel shall decide).

1.5.2 Where (in accordance with Section K3) a Party applies to register a Primary BM Unit or a Supplier is to be registered as holding Base BM Units:

(a) the CRA shall so notify BSCCo;

(b) BSCCo shall (in accordance with the prevailing principles or guidance established by the Panel under paragraph 1.5.1) determine and notify to the CRA and to the Party a value of Credit Assessment Load Factor for such (or each such) Primary BM Unit.

1.5.3 BSCCo may from time to time determine (in accordance with the prevailing principles or guidance established by the Panel under paragraph 1.5.1) and notify to the CRA and the Lead Party a revised value of Credit Assessment Load Factor for a Primary BM Unit, together with the date (not sooner than twenty Business Days after such notification, unless the Lead Party agrees otherwise) with effect from which such value is to become effective.

1.5.4 A Party shall, if requested by BSCCo, provide to BSCCo such information as BSCCo may reasonably so request for the purposes of determining a value or revised value of Credit Assessment Load Factor for any Primary BM Unit of which that Party is or has applied to be Lead Party.

1.5.5 Any value of Credit Assessment Load Factor determined and notified pursuant to paragraph 1.5.2(b) or 1.5.3 by BSCCo shall be the Credit Assessment Load Factor for the BM Unit upon its registration or (as the case may be) the effective date notified under paragraph 1.5.3, and shall be binding on all Parties for that purpose, but without prejudice to paragraph 1.5.6.

1.5.6 The Lead Party in respect of a Primary BM Unit may, within a period of two months following:

(a) the determination by BSCCo of a value or revised value of Credit Assessment Load Factor, or

(b) any revision by the Panel of the principles or guidance under paragraph 1.5.1

by notice to the Panel Secretary request the Panel to re-determine the value of Credit Assessment Load Factor for the time being applying in respect of the Primary BM Unit.

1.5.7 The Panel will consider any request of a Party pursuant to paragraph 1.5.6, wherever practicable at the next meeting of the Panel, and will either confirm the prevailing value or determine a new value of Credit Assessment Load Factor, and BSCCo shall notify the decision of the Panel to the Party and the CRA.

1.5.8 Where the Panel is requested to redetermine the value of Credit Assessment Load Factor for a Primary BM Unit, the Panel may do so without reference to the principles and guidance for the time being established under paragraph 1.5.1 if it considers it appropriate to do so.

1.5.9 Where the Panel determines (pursuant to paragraph 1.5.7) a new value of Credit Assessment Load Factor, that value shall become the Credit Assessment Load Factor for the Primary BM Unit with effect from the third Business Day (or such later day as the Panel may decide) after the meeting of the Panel at which it was decided.

1.5A Annual Holiday Periods

For purposes associated with the Credit Assessment Load Factor the "Annual Holiday Periods" for any BSC Year shall be the periods:

(a) commencing on the Thursday immediately prior to Good Friday and concluding on the Tuesday next following Easter Monday (inclusive); and

(b) commencing on the relevant commencement day and concluding on the relevant conclusion day (inclusive) in accordance with the following table:

Christmas Eve falls:	commencement day:	New Years Day falls:	conclusion day:
Sunday	preceding Saturday	Sunday	following Tuesday
Monday	preceding Saturday	Monday	following Tuesday
Tuesday	preceding Saturday	Tuesday	following Wednesday
Wednesday	that day	Wednesday	following Thursday
Thursday	that day	Thursday	following Sunday
Friday	that day	Friday	following Sunday
Saturday	that day	Saturday	following Tuesday

1.6 Import and Export Capabilities

1.6.1 For the purposes of the Code:

(a) the BM Unit Credit Assessment Export Capability (BMCAEC_i) for a Primary BM Unit on a CALF Working Day shall be the quantity (in MW) determined as follows:

BMCAEC_i = WDCALF_i * GC_i

(b) the BM Unit Credit Assessment Export Capability (BMCAEC_i) for a Primary BM Unit on a CALF Non-Working Day shall be the quantity (in MW) determined as follows:

BMCAEC_i = NWD CALF_i * GC_i

(c) the BM Unit Credit Assessment Import Capability (BMCAIC_i) for a Primary BM Unit on a CALF Working Day shall be the quantity (in MW) determined as follows:

BMCAIC_i = WDCALF_i * DC_i

(d) the BM Unit Credit Assessment Import Capability (BMCAIC_i) for a BM Unit on a CALF Non-Working Day shall be the quantity (in MW) determined as follows:

BMCAIC_i = NWD CALF_i * DC_i

(e) the Secondary BM Unit Credit Assessment Export Capability (SBMCAEC_i) for a Trading Secondary BM Unit shall be the quantity (in MW) determined as follows:

SBMCAEC_i = SCALF_i* GC_i

(f) the Secondary BM Unit Credit Assessment Import Capability (SBMCAIC_i) for a Trading Secondary BM Unit shall be the quantity (in MW) determined as follows:

SBMCAIC_i = SCALF_i * DC_i

where:

WDCALF_i is the Credit Assessment Load Factor applying in relation to the relevant Primary BM Unit on a CALF Working Day;

NWDCALF_iis the Credit Assessment Load Factor applying in relation to the relevant Primary BM Unit on a CALF Non-Working Day;

SCALF_iis the Credit Assessment Load Factor applying in relation to the relevant Trading Secondary BM Unit;

GC_i is the Generation Capacity of the Primary BM Unit; and

DC_i is the Demand Capacity of the Primary BM Unit.

1.6.2 For each Primary BM Unit the CRA shall:

(a) upon the registration of the Primary BM Unit, and

(b) thereafter upon any change in the Credit Assessment Load Factor, Generation Capacity or (as the case may be) Demand Capacity of the Primary BM Unit

determine and record in the CRS the BM Unit Credit Assessment Export Capability or (as the case may be) BM Unit Credit Assessment Import Capability for that Primary BM Unit.

1.7 Material Doubt Guidance

1.7.1 The Panel shall establish, and may from time to time revise, and shall provide to BSCCo and shall make available to all Imbalance Parties, principles or guidance as to the basis on which the existence or absence of material doubt is to be established by BSCCo for the purposes of paragraph 3.4.3(a)(ii).

1.8 Final Physical Notification Data Review

1.8.1 The Panel may review a Lead Party’s compliance with Section Q3.2 and in connection with any such review:

(a) the NETSO or the applicable Distribution System Operator shall provide to the Panel such information reasonably requested by the Panel that is relevant to a review of any submission of Final Physical Notification Data; and

(b) the Lead Party shall provide to the Panel such information reasonably requested by the Panel to justify the Lead Party’s submission of Final Physical Notification Data under Section Q3.2.

2. CREDIT COVER AND ENERGY CREDIT COVER

2.1 Provision of Credit Cover

2.1.1 An Imbalance Party may on any Business Day provide Credit Cover by delivering to the FAA on behalf of the BSC Clearer:

(a) a Letter of Credit or Approved Insurance Product valid for an initial period of not less than three months, and/or

(b) cash which will be credited by the FAA on behalf of the BSC Clearer to the Reserve Account.

2.1.2 An Imbalance Party may from time to time (by giving notice to the FAA) alter the amounts provided (as Credit Cover) between different Letters of Credit and/or Approved Insurance Products and/or by way of Letter of Credit, Approved Insurance Product and cash, provided that (but without prejudice to paragraph 2.3.1) the amount of the Credit Cover provided by the Imbalance Party is not thereby reduced.

2.1.3 The amount of an Imbalance Party's Credit Cover at any time shall be:

(a) the sum of:

(i) the maximum undrawn amount for the time being of any Letter of Credit or Approved Insurance Product delivered by it, and

(ii) the principal amount of any cash paid by it (for value not later than that time) and credited to the Reserve Account by the FAA on behalf of the BSC Clearer;

less

(b) the sum of any amounts payable by the Imbalance Party in respect of Trading Charges which:

(i) have become due for payment and have not been paid by the Imbalance Party on the relevant Payment Date in accordance with Section N, and

(ii) remain unpaid at such time.

Provided that if the amount so determined is negative, the amount of the Credit Cover shall be zero.

2.1.4 The forms of the Letter of Credit (as provided in the definition thereof) are set out in Annex M-1, Annex M-2 and Annex M-3.

2.1.5 The requirements for any Approved Insurance Product (as provided in the definition thereof) are set out in Annex M-4.

2.2 Letter of Credit and Approved Insurance Product

2.2.1 Without prejudice to paragraphs 2.1.2 and 2.3, where an Imbalance Party has delivered a Letter of Credit and/or an Approved Insurance Product (the "current" Letter of Credit or the "current" Approved Insurance Product) by way of providing Credit Cover:

(a) not later than ten Business Days before the current Letter of Credit or the current Approved Insurance Product is due to expire, the Imbalance Party shall:

(i) provide to the FAA confirmation from the issuing bank or regulated insurance company that the validity of the current Letter of Credit or the current Approved Insurance Product will be extended by a further period of not less than three months, or

(ii) provide to the FAA a new Letter of Credit or a new Approved Insurance Product, valid for a period of not less than three months commencing not later than the expiry of the current Letter of Credit and/or the current Approved Insurance Product and for an amount not less than that of the current Letter of Credit and/or current Approved Insurance Product;

(b) if at any time the issuing bank or regulated insurance company ceases to have the required credit rating specified in the definition of Letter of Credit or in the definition of Approved Insurance Product, the Imbalance Party shall forthwith and in any event within three Business Days after notice from the FAA, either:

(i) provide to the FAA a new Letter of Credit or Approved Insurance Product, issued by a bank or a regulated insurance company which has such required credit rating, valid for a period of not less than three months; and/or

(ii) deliver cash to the FAA on behalf of the BSC Clearer in accordance with paragraph 2.1.1

and the amount of any new Letter of Credit and/or an Approved Insurance Product plus cash so delivered shall not be less than that of the current Letter of Credit or the current Approved Insurance Product;

(c) where paragraph (b) applies, the current Letter of Credit or current Approved Insurance Product shall continue to be counted in determining the Imbalance Party's Credit Cover during the period (of up to three Business Days) until the Imbalance Party provides a new Letter of Credit or Approved Insurance Product as referred to in that paragraph.

2.2.2 If in relation to a Letter of Credit or Approved Insurance Product an Imbalance Party fails to comply (by the time therein required) with paragraph 2.2.1(a) or (b), the FAA on behalf of the BSC Clearer shall immediately, without notice to the Imbalance Party, demand payment of the entire amount of the Letter of Credit or Approved Insurance Product and credit the Reserve Account with the proceeds.

2.2.3 Where an Imbalance Party has provided a Letter of Credit or an Approved Insurance Product, the FAA shall notify the Imbalance Party of the date on which it is due to expire, not less than twenty Business Days before that date (but any failure of the FAA to do so shall not prejudice the application of paragraphs 2.2.1 and 2.2.2).

2.3 Reduction of Credit Cover

2.3.1 If an Imbalance Party wishes at any time to reduce the amount of its Credit Cover:

(a) the Imbalance Party shall give notice to that effect to the ECVAA;

(b) the ECVAA shall determine and notify to the FAA and the Imbalance Party, on the first Business Day after the expiry of the waiting period, the minimum eligible amount;

(c) the Imbalance Party may, not later than the second Business Day following the ECVAA's notification under paragraph (b), by notice to the FAA request, and the FAA on behalf of the BSC Clearer shall consent to:

(i) a reduction in the amount of a Letter of Credit or Approved Insurance Product provided by the Imbalance Party, and/or

(ii) a withdrawal of cash deposited by the Imbalance Party

provided that the amount of the Imbalance Party's Credit Cover following such reduction and/or withdrawal is not less than the minimum eligible amount and that that Imbalance Party is not in default of any obligation to make a payment to the BSC Clearer and (subject to paragraph 2.3.1(A) and 2.3A) is not a Defaulting Party (as defined in Section H3).

2.3.1A Where at any time an Imbalance Party:

(a) is in Default solely by virtue of Section H 3.1.1(g); and

(b) has given a Withdrawal Notice pursuant to Section A5.1 which remains effective; and

(c) is not prevented from withdrawing from the Code or ceasing to be a party to the Framework Agreement by virtue of Section A5.1.3,

then such Imbalance Party shall not be precluded from being entitled to:

(1) a reduction in the amount of a Letter of Credit or an Approved Insurance Product provided by it; and/or

(2) a withdrawal of cash deposited by it.

2.3.2 For the purposes of paragraph 2.3.1:

(a) the "waiting period" is the period of ten Settlement Days commencing with the Settlement Day on which the Imbalance Party's notice under paragraph 2.3.1(a) was received by the ECVAA;

(b) the "minimum eligible amount" is the lowest amount for which the Imbalance Party's Credit Cover Percentage, if it were redetermined for each Settlement Period in the waiting period on the assumption that the Imbalance Party's Credit Cover were equal to that amount, would be not greater than seventy five (75) per cent (%) in relation to any such Settlement Period.

2.3.3 If at any time:

(a) the ECVAA has given to an Imbalance Party a level 1 default notice which was not cancelled pursuant to paragraph 3.2.4, or notified an Imbalance Party that it is in Credit Default;

(b) following such notice or notification the Imbalance Party provided additional Credit Cover; and

(c) after the Imbalance Party provided additional Credit Cover, the ECVAA established that, or it is determined pursuant to Section W that, the level 1 default notice should not have been given or that the Imbalance Party was not in Credit Default.

then paragraph 2.3.4 shall apply.

2.3.4 In the circumstances described in paragraph 2.3.3:

(a) the Imbalance Party may reduce the amount of its Credit Cover, by an amount not exceeding the amount of the additional Credit Cover provided by it as referred to in paragraph 2.3.3(b), in accordance with paragraph 2.3, but on the basis that:

(i) the waiting period is a period of one Settlement Day;

(ii) the figure of eighty (80) per cent (%) is substituted for seventy five (75) per cent (%) in paragraph 2.3.2(b);

(b) except as provided in paragraph 4, the Imbalance Party shall have no other claim or remedy for having so provided additional Credit Cover.

2.3A Reduction of Credit Cover for Non-Supplier Trading Party

2.3A.1 Where a Non-Supplier Trading Party or a Virtual Lead Party which is in Default solely by virtue of Section H 3.1.1(g) wishes to reduce the amount of its Credit Cover it shall make a submission in writing.

2.3A.2 Following a request submitted in accordance with paragraph 2.3A.1, at the next Panel meeting following confirmation by BSCCo that the Non-Supplier Trading Party or a Virtual Lead Party meets the conditions set out in paragraph 2.3A.5 the Panel shall consider and take a decision as to whether there is any reason why the Non-Supplier Trading Party or a Virtual Lead Party should not be entitled to:

(a) a reduction in the amount of a Letter of Credit or Approved Insurance Product provided by the Non-Supplier Trading Party or a Virtual Lead Party; and/or

(b) a withdrawal of cash deposited by the Non-Supplier Trading Party or a Virtual Lead Party.

2.3A.3 At the time the Panel makes its decision:

(a) the amount of the Non-Supplier Trading Party or a Virtual Lead Party's Credit Cover following such reduction and/or withdrawal shall be the amount calculated in accordance with paragraph 2.3A.6; and

(b) the Non-Supplier Trading Party is a Trading Party or a Virtual Lead Party which is in Default solely by virtue of Section H.3.1.1(g); and

2.3A.4 If the Panel considers that there is insufficient information available to it to enable it to take the decision referred to in paragraph 2.3A.2 in respect of a request by the Non-Supplier Trading Party or a Virtual Lead Party for a reduction in Credit Cover then the Panel may defer consideration of the request until the next succeeding Panel meeting provided that, in so doing, the Panel shall prescribe the steps which need to be taken (by BSCCo, the Non Supplier Trading Party, Virtual Lead Party or otherwise) to enable the Panel to decide the matter at such subsequent meeting.

2.3A.5 In accordance with paragraph 2.3A.2 the Non-Supplier Trading Party or a Virtual Lead Party must meet each of the following conditions:

(a) at the date it gives notice pursuant to paragraph 2.3A.1:

(i) there are no Energy Contract Volume Notifications or Metered Volume Reallocation Notifications in force, in respect of which the Trading Party is a Contract Trading Party, relating to Settlement Periods after that date and containing Energy Contract Volume Data or Metered Volume Reallocation Data with non-zero values; and

(ii) the Non-Supplier Trading Party has terminated all ECVNA Authorisations and MVRNA Authorisations made under its authority;

and

(b) the Non-Supplier Trading Party or a Virtual Lead Party shall have paid any and all Trading Charges payable up to or on the Payment Date; and

(c) the Non-Supplier Trading Party or a Virtual Lead Party shall have paid any and all BSC Charges payable up to the date that it gives notice pursuant to paragraph 2.3A.1 in accordance with Section D Annex D4 and D5; and

(d) the Non-Supplier Trading Party or a Virtual Lead Party shall have completed de-registration (in accordance with Section K and BSCP15) from ownership of any BM Units for which it was registered by the date it gives notice pursuant to paragraph 2.3A.1; and

(e) the Non-Supplier Trading Party or a Virtual Lead Party shall have an Energy Indebtedness of zero or less than zero continuously over the period of thirty days immediately preceding to the giving of notice pursuant to paragraph 2.3A.1.

2.3A.6 Any reduction in or withdrawal of Credit Cover in relation to paragraph 2.3A shall be made in accordance with the following sum:

The amount of Credit Required (CR, in £) required by a Non-Supplier Trading Party or a Virtual Lead Party shall be calculated as follows:

_{$\sum_{x \in (1,2,3, F)} NRxSP * \frac{\sum_{Rx (j)} max ({RxC}_{j}, 0)}{RxSP}$}

where:

RxSP is the count of all Settlement Periods falling any time up to a year before the date on which the Non-Supplier Trading Party or a Virtual Lead Party in question ceased trading for which the Rx Reconciliation Run has been performed or if this number is less than 1440 (thirty days) then 1440.

ΣRx(j) represents summation over all Settlement Periods falling within a year before the date on which the Non-Supplier Trading Party or a Virtual Lead Party in question ceased trading for which the Rx Reconciliation Run has been performed or if the number of Settlement Periods in this sum is less than 1440, then the summation over the last 1440 Settlement Periods for which the Rx Reconciliation Run has been performed.

RxCj represents the Reconciliation Charges (as defined in Section N6.4.3) payable by the Non-Supplier Trading Party or a Virtual Lead Party (summed across its accounts) due to the Rx Reconciliation Run in the relevant Settlement Period.

NRxSP represents the count of all Settlement Periods up to and including the date on which the Non-Supplier Trading Party or a Virtual Lead Party ceased trading for which the Rx Reconciliation Run has not been performed.

For the purposes of paragraph2.3A the date that the Non-Supplier Trading Party or a Virtual Lead Party ceased trading shall be the earliest date on which there are no Energy Contract Volume Notifications or Metered Volume Reallocation Notifications in force in respect of which the Non-Supplier Trading Party or a Virtual Lead Party is a Contract Trading Party and there is no credited Energy in either the Production or Consumption Account of such Non-Supplier Trading Party or a Virtual Lead Party.

2.3A.7 For the purposes of paragraph 2.3A a Non-Supplier Trading Party shall be a Trading Party which is not:

(a) a Supplier; or

(b) a Subsidiary Party in a Metered Volume Reallocation Notification where the Lead Party in the Metered Volume Reallocation Notification was a Supplier where the percentage value is greater than zero;

and in all cases this shall have been the case for any Settlement Day for which a Final Reconciliation Settlement Run has not been performed.

2.3A.8 For the avoidance of doubt, paragraph 2.3.3 applies in connection with this paragraph 2.3A.

2.4 Determination of Energy Credit Cover

2.4.1 An Imbalance Party's "Energy Credit Cover" (ECC_p) at any time is the amount (in MWh) determined as:

CC_p / CAP

where:

CC_p is the amount of the Imbalance Party's Credit Cover at that time;

CAP is the Credit Assessment Price prevailing at such time.

2.4.2 The FAA shall:

(a) monitor the amount of each Imbalance Party's Credit Cover;

(b) determine in accordance with paragraph 2.4.1 the amount from time to time of each Imbalance Party's Energy Credit Cover;

(i) on the day on which that Party becomes an Imbalance Party; and

(ii) upon each occasion on which the amount of such Energy Credit Cover changes, as soon as reasonably practicable after becoming aware of the change.

2.4.3 For the purposes of this Section M, a reference to the amount of an Imbalance Party's Energy Credit Cover is to the amount most recently notified by the FAA to the ECVAA under paragraph 2.4.2(c) (or to an amount of zero if no such amount has been so notified).

2.4.4 For the purposes of paragraph 4, the time at which (upon a change as referred to in paragraph 2.4.2(c)(ii)) the correct amount of an Imbalance Party's Energy Credit Cover should be notified by the FAA to the ECVAA, shall be 17:00 hours on the Business Day after the change occurred, or such earlier time as the correct amount was actually so notified.

3. CREDIT DEFAULT STATUS

3.1 General

3.1.1 In relation to any Settlement Period, an Imbalance Party's "Credit Cover Percentage" (CCP_pj, %) is:

(a) where ECC_p does not equal zero:

CCP_pj = (EI_pj / ECC_p) * 100

(b) where ECC_p equals zero:

then,

if EI_pj = 0, then CCP_pj = 0

if EI_pj > 0, then CCP_pj = + 1000

if EI_pj < 0, then CCP_pj = - 1000

where

EI_pj is the Imbalance Party's Energy Indebtedness in relation to that Settlement Period;

ECC_p is the amount of the Imbalance Party's Energy Credit Cover most recently notified by the FAA under paragraph 2.4.2(c).

3.1.2 In relation to a Settlement Period, an Imbalance Party's Credit Cover Percentage "becomes" greater, or not greater, than a specified percentage where:

(a) such Credit Cover Percentage in relation to that Settlement Period is greater, or (as the case may be) not greater, than that percentage, and

(b) the Imbalance Party's Credit Cover Percentage in relation to the preceding Settlement Period was not greater, or (as the case may be) was greater, than that percentage.

3.1.3 Where under this Section M:

(a) the ECVAA is required or entitled to take any step in relation to any Settlement Period in which an Imbalance Party's Credit Cover Percentage becomes greater, or not greater, or less, than a specified percentage, and

(b) the ECVAA does not (within the time required under this Section M) take that step in relation to that Settlement Period

nothing in this Section M shall prevent the ECVAA from taking that step in relation to any later Settlement Period in relation to which that Imbalance Party's Credit Cover Percentage remains greater, or (as the case may be) not greater, or less, than the specified percentage.

3.1.4 The ECVAA will:

(a) for each Settlement Period, as soon as practicable after the Submission Deadline, determine the Credit Cover Percentage for each Imbalance Party; and

(b) for each Settlement Day, as soon as reasonably practicable after the end of the Settlement Day, notify each Imbalance Party of its Credit Cover Percentage as calculated in respect of the last Settlement Period in that Settlement Day.

3.2 Level 1 Credit Default

3.2.1 If in relation to any Settlement Period an Imbalance Party's Credit Cover Percentage, as determined by the ECVAA, becomes greater than eighty (80) per cent (%):

(a) the ECVAA shall, as soon as possible after the Submission Deadline:

(i) give notice ("level 1 default notice") to the Imbalance Party to that effect (in addition to the notification under paragraph 3.1.4); and

(ii) submit a copy of such notice to BSCCo; and

(b) the Imbalance Party may, at any time before the expiry of the Query Period, give notice ("default query notice") to the ECVAA that it considers that its Credit Cover Percentage has been determined erroneously, and may provide information supporting its view.

3.2.2 In relation to any level 1 default notice, the "Query Period" is the period commencing at the Submission Deadline for the Settlement Period in relation to which the ECVAA determines that the Imbalance Party's Credit Cover Percentage becomes greater than eighty (80) per cent (%) and ending after the shortest duration to include:

(a) twenty four hours; and

(b) five consecutive hours occurring during Business Hours in a single Business Day

after the time at which the level 1 default notice is treated as received by the Imbalance Party (in accordance with Section O).

3.2.3 If an Imbalance Party gives a default query notice to the ECVAA:

(a) the ECVAA shall, before the expiry of the Query Period, review its determination of the Imbalance Party's Credit Cover Percentage and if the Imbalance Party so requests, shall discuss the same by telephone with a representative of the Imbalance Party;

(b) if requested by the ECVAA, the Imbalance Party shall provide further information and explanation in support of its view that the ECVAA's determination of the Credit Cover Percentage was erroneous;

(c) at the expiry of the Query Period (and whether or not any consensus has been reached between the ECVAA and the Imbalance Party as to the matters notified by the Imbalance Party), the ECVAA will redetermine the Imbalance Party's Credit Cover Percentage for the relevant Settlement Period (and for the avoidance of doubt, such redetermination may be the same as its original determination), and will give notice to the Imbalance Party of the Credit Cover Percentage as redetermined;

(d) the ECVAA will correct its determination of the Imbalance Party's Credit Cover Percentage for any subsequent Settlement Period, so far as such determination is shown to be erroneous by reference to (or to the matters taken into account in) the ECVAA's redetermination under paragraph (c).

3.2.4 If the redetermined Credit Cover Percentage under paragraph 3.2.3(c) is not greater than eighty (80) per cent (%) the level 1 default notice will be deemed to be cancelled and no further action taken under this paragraph 3.2 in relation to Energy Indebtedness in the relevant Settlement Period (but without prejudice to the application of this paragraph 3.2 in relation to any later Settlement Period).

3.2.5 If the redetermined Credit Cover Percentage under paragraph 3.2.3(c) is greater than eighty (80) per cent (%), or if no default query notice was given, the Imbalance Party shall secure that its Credit Cover Percentage becomes not greater than seventy five (75) per cent (%) in relation to at least one Settlement Period in the period (the "Level 1 Credit Default Cure Period"):

(a) commencing on the expiry of the Query Period, and

(b) expiring at 2400 hours on the first Business Day after the day in which the Query Period expires.

3.2.6 At the end of the Level 1 Credit Default Cure Period, if the Credit Cover Percentage (as determined by the ECVAA in relation to each Settlement Period) was greater than seventy five (75) per cent (%) in relation to every Settlement Period in the Level 1 Credit Default Cure Period, then subject to an authorisation notice being in force in relation to that Imbalance Party pursuant to paragraph 3.4 (or if later, with effect from such notice being given):

(a) the Trading Party shall be in "Level 1 Credit Default";

(b) the ECVAA shall (as soon as reasonably practicable following the expiry of the Level 1 Default Cure Period) notify the Imbalance Party that it is in Level 1 Credit Default and post on the BMRS or the BSC Website a Level 1 Credit Default statement in relation to the Imbalance Party.

3.2.7 The Imbalance Party will cease to be in Level 1 Credit Default with effect from the Submission Deadline for the next Settlement Period (if any) in relation to which the Imbalance Party's Credit Cover Percentage becomes not greater than seventy five (75) per cent (%); and as soon as practicable after the Submission Deadline for that Settlement Period the ECVAA will cancel the Level 1 Credit Default statement on the BMRS or (as the case may be) the BSC Website.

3.3 Level 2 Credit Default

3.3.1 If, in relation to any Settlement Period (period J), an Imbalance Party's Credit Cover Percentage as determined by the ECVAA becomes greater than ninety (90) per cent (%), irrespective of whether or not Settlement Period J falls in a Query Period or a Level 1 Credit Default Cure Period (in accordance with paragraph 3.2), then subject to an authorisation notice being in force in relation to that Imbalance Party pursuant to paragraph 3.4 (or if later, with effect from such notice being given):

(a) the Imbalance Party shall be in "Level 2 Credit Default";

(b) the ECVAA shall, as soon as reasonably practicable after the Submission Deadline for Settlement Period J, notify the Imbalance Party that it is in Level 2 Credit Default and post a Level 2 Credit Default statement on the BMRS or the BSC Website in relation to the Imbalance Party.

3.3.2 The Imbalance Party will cease to be in Level 2 Credit Default with effect from the Submission Deadline for the next Settlement Period (if any) in relation to which the Imbalance Party's Credit Cover Percentage becomes not greater than ninety (90) per cent (%); and as soon as practicable after the Submission Deadline for that Settlement Period the ECVAA will cancel the Level 2 Credit Default statement on the BMRS or the BSC Website.

3.3.3 Where an Imbalance Party is in Level 2 Credit Default:

(a) for the purposes of the provisions of Section P as to the refusal and rejection of Energy Contract Volume Notifications and Metered Volume Reallocation Notifications, subject to paragraph 3.3.5:

(i) the "Credit Default Refusal Period" is the period from the Submission Deadline for Settlement Period J+4 until the Submission Deadline for the Settlement Period after the first subsequent Settlement Period in relation to which the Credit Cover Percentage for the Imbalance Party becomes not greater than ninety (90) per cent (%);

(ii) the "Credit Default Rejection Period" is the period from the Submission Deadline for Settlement Period J+4 until the Submission Deadline for the third Settlement Period after the first subsequent Settlement Period in relation to which the Credit Cover Percentage for the Imbalance Party becomes not greater than ninety (90) per cent (%);

(b) as soon as reasonably practicable after the Submission Deadline for Settlement Period J, the ECVAA will post on the BMRS or (as the case may be) the BSC Website a notice of the start of the Credit Default Rejection Period in relation to the Imbalance Party (but a failure to post such notice will have no effect in relation to the start of the Credit Default Rejection Period).

3.3.4 For the purposes of paragraph 3.3.3, a relevant Query Period is the Query Period in relation to any Settlement Period, not later than Settlement Period J, for which the Imbalance Party had given a default query notice.

3.3.5 The following provisions apply for the purposes of addressing delays in the completion of credit checking (and references in the Code to Credit Default Refusal Periods and Credit Default Rejection Periods shall be construed accordingly):

(a) a Credit Default Refusal Period and a Credit Default Rejection Period shall not commence if credit checking for Settlement Period J is not completed by the half-hour deadline, but without prejudice to paragraph 3.1.3;

(b) a Credit Default Refusal Period excludes the period from the Submission Deadline for Settlement Period J until credit checking for that Settlement Period is completed;

(c) a Credit Default Refusal Period excludes the period (if any) from completion of credit checking for the Submission Deadline for the first subsequent Settlement Period referred to in paragraph 3.3.3(a)(i) until the half-hour deadline;

(d) if a Credit Default Refusal Period has commenced and credit checking for any Settlement Period has not been completed by the half-hour deadline, the Credit Default Refusal Period shall be suspended (and accordingly exclude the period) from the time at which the ECVAA determines that credit checking has not been completed by the half-hour deadline, until such time as credit checking for a Settlement Period is completed by the half-hour deadline;

(e) if a Credit Default Rejection Period has commenced and credit checking for any Settlement Period (the "relevant" Settlement Period) has not been completed by the half-hour deadline, the Submission Deadline for the third Settlement Period after the relevant Settlement Period shall be considered (for the purposes of the Code including Sections P2.5.2 and P3.5.2) not to fall within the Credit Default Rejection Period.

3.3.6 For the purposes of paragraph 3.3.5, in relation to each Settlement Period:

(a) completion of credit checking means the time (determined by the ECVAA) at which the ECVAA completes the determination, for each Imbalance Party, of Credit Cover Percentage pursuant to paragraph 3.1.4(a); and references to credit checking being completed shall be construed accordingly;

(b) references to a case in which credit checking is not completed by the half-hour deadline include a case where the ECVAA has earlier determined that it will be unable to complete credit checking by that deadline;

(c) if requested by BSCCo in relation to any Settlement Period, the ECVAA will inform BSCCo of the time of completion of credit checking;

(d) the half-hour deadline means the time of the Submission Deadline for the following Settlement Period.

3.3.7 Without prejudice to paragraph 3.1.3, where an Imbalance Party has not been treated as in Level 2 Credit Default in relation to a Settlement Period, irrespective of any error made by the ECVAA in the application of the provisions of this Section M, no Party may raise a Trading Dispute to the effect that the Imbalance Party should have been treated as being in Credit Default or that a Credit Default Refusal Period or Credit Default Rejection Period should have commenced in relation to the Imbalance Party.

3.3.8 Not used.

3.3.9 Not used.

3.3.10 Not used.

3.3.11 If in relation to any Settlement Period an Imbalance Party's Credit Cover Percentage, as determined by the ECVAA, becomes greater than one hundred (100) per cent (%) the ECVAA shall as soon as reasonably practicable after the Submission Deadline:

(a) give a notice to the Imbalance Party which states that Imbalance Party's Credit Cover Percentage and alerts it to the provisions of Section H3.1.1(c); and

(b) submit a copy of such notice to BSCCo.

3.3.12 For the avoidance of doubt:

(a) the application of paragraph 3.3.11 to an Imbalance Party in relation to a Settlement Period shall not have the affect of excluding the application of any other relevant paragraph of Section M in relation to that Imbalance Party in that Settlement Period; and

(b) any failure or delay by the ECVAA to give a notice required by paragraph 3.3.11 shall not be taken into account for the purposes of determining the expiry of any of the time periods specified in Section H3.1.1(c).

3.4 Authorisation by BSCCo

3.4.1 In accordance with paragraphs 3.2.6 and 3.3.1, an Imbalance Party will not be in Credit Default unless:

(a) BSCCo has given to the ECVAA an authorisation notice in relation to that Imbalance Party; and

(b) the authorisation notice remains in force.

3.4.2 For the purposes of this Section M, an "authorisation notice" is a notice authorising the ECVAA, at any time while the notice is in force, to take the steps referred to in paragraph 3.2.6(b) and 3.3.1(b) in relation to an Imbalance Party.

3.4.3 Subject to paragraph 3.4.3A, where the ECVAA submits to BSCCo a copy of a level 1 default notice under paragraph 3.2.1 in relation to an Imbalance Party:

(a) BSCCo shall promptly upon the earlier of:

(i) the expiry of the Query Period during which the relevant Imbalance Party's Credit Cover Percentage becomes greater than ninety (90) percent (%);

(ii) the expiry of the Submission Deadline for Settlement Period J falling within a Level 1 Credit Default Cure Period during which the relevant Imbalance Party's Credit Cover Percentage becomes greater than ninety (90) per cent (%);

(iii) not used; or

(iv) the expiry of a Level 1 Credit Default Cure Period during which the relevant Imbalance Party's Credit Cover Percentage becomes not greater than ninety (90) per cent (%),

give an authorisation notice to the ECVAA unless:

(1) BSCCo has been notified by the ECVAA that in the ECVAA's opinion there is, or

(2) BSCCo otherwise has substantial evidence that, or other reasons to believe that, there is

(in accordance with paragraph 1.2.1(e) and the prevailing principles or guidance established by the Panel in accordance with paragraph 1.7) a material doubt as to whether, at the time, the systems and processes used by the ECVAA are giving correct determinations of the values of Credit Cover Percentage for that Imbalance Party;

(b) subject to paragraph (c), BSCCo shall not be required to make any enquiry of the Imbalance Party or any other person (but in accordance with paragraph 1.2.1(f) will take into account any information already provided by the Imbalance Party which is relevant to the matter in paragraph (a));

(i) BSCCo shall investigate the matter; and

(ii) if at any time it concludes that there is not (or no longer is) any material doubt as to the matter in paragraph (a), BSCCo shall promptly give the authorisation notice.

3.4.3A BSCCo shall not give an authorisation notice to the ECVAA in relation to an Imbalance Party under paragraph 3.4.3 if:

(a) Section G4 applies to that Imbalance Party; and

(b) that Imbalance Party’s Credit Cover Percentage is greater than eighty (80) per cent (%) as a direct result of it being subject to a direction given by the Secretary of State or action taken on behalf of His Majesty’s Government.

3.4.3B If paragraph 3.4.3A applies:

(a) BSCCo shall investigate the matter; and

(b) if at any time it concludes that the fact that the Imbalance Party’s Credit Cover is greater than eighty (80) per cent (%) is not (or no longer is) the direct result of a direction from the Secretary of State or action taken on behalf of His Majesty’s Government, BSCCo shall promptly give the authorisation notice under paragraph 3.4.3(a).

3.4.3C BSCCo shall not give an authorisation notice to the ECVAA in relation to an Imbalance Party under paragraph 3.4.3(a) if:

(a) that Imbalance Party is the Lead Party or Subsidiary Party of a BM Unit to which Section G6 applies; and

(b) that Imbalance Party’s Credit Cover Percentage is greater than eighty (80) per-cent (%) as a direct result of the BM Unit being subject to a Network Gas Supply Emergency Acceptance.

3.4.3D If paragraph 3.4.3C applies:

(a) BSCCo shall investigate the matter; and

(b) if at any time it concludes that the Imbalance Party’s Credit Cover being greater than eighty (80) percent (%) is not (or no longer is) the direct result of a Network Gas Supply Emergency Acceptance, BSCCo shall promptly give the authorisation notice under paragraph 3.4.3(a).

3.4.4 An authorisation notice shall remain in force until such time as:

(a) it is established or determined (as provided in paragraph 3.5.1) that the Credit Cover Percentage of Imbalance Party was not and has not since become greater than eighty (80) percent (%); or

(b) the ECVAA notifies BSCCo that the Imbalance Party's Credit Cover Percentage has become lower than seventy five (75) percent (%) for any Settlement Period after the authorisation notice was given; or

(c) BSCCo in its discretion determines that (as a result of the passage of time, or because of any other matter of which notice has been given to BSCCo) the authorisation notice should lapse, and gives notice to that effect to the ECVAA.

3.4.5 For the avoidance of doubt, paragraph 3.4.3 is without prejudice to the ability of a Party to raise a Trading Dispute in respect of any step taken or determination made by BSCCo or the ECVAA pursuant to this Section M.

3.4.6 Notwithstanding any other provision of this Section M, BSCCo shall and shall be treated as having refused to give to the ECVAA any authorisation notice in relation to the Replacement Supplier in respect of any Settlement Period for which the Submission Deadline falls within the first fourteen days after the Appointment Day for such Replacement Supplier (counting the Appointment Day itself for these purposes).

3.5 Result of Trading Dispute, etc

3.5.1 If at any time a Imbalance Party has been treated as in Credit Default, and it is established or pursuant to the resolution of a Trading Dispute determined that (by reason of such Imbalance Party's Credit Cover Percentage having been erroneously determined or otherwise) such Imbalance Party should not have been so treated:

(a) with effect as soon as practicable following the resolution of such Trading Dispute, BSCCo will post a notice on the BMRS or the BSC Website or both, referring to the relevant notices of Credit Default and stating that the Imbalance Party should not have been in Credit Default;

(b) the ECVAA shall take account of such determination in the further application (in relation to Settlement Periods after such resolution) of this Section M in respect of that Imbalance Party;

(c) the determination that the Imbalance Party should not have been treated as in Credit Default shall not affect or prejudice:

(i) the treatment (as refused or rejected) of any Energy Contract Volume Notifications or Metered Volume Reallocation Notifications which were treated as refused during the relevant Credit Default Refusal Period or treated as rejected during the relevant Credit Default Refusal Period, and no adjustment or reconciliation shall be made in respect thereof;

(ii) any other step taken under the Code while the Party was treated as in Credit Default,

but subject thereto, the Imbalance Party shall be treated for the purpose of the Code as never having been in Credit Default;

(d) the Imbalance Party shall have no other right or remedy in respect thereof except as described in paragraph (a) and (b) and pursuant to paragraph 4 where applicable.

3.6 BMRS and BSC Website

3.6.1 Provisions of this Section M requiring any statement or notice to be posted or cancelled on the BMRS or the BSC Website shall be subject to the provisions of Section V4.

4. CREDIT COVER ERRORS AND COMPENSATION

4.1 Introduction

4.1.1 If an Imbalance Party's Credit Cover Percentage is incorrectly determined and as a result a level 1 default notice was given to the Imbalance Party and/or the Imbalance Party was in Credit Default, the Imbalance Party shall be entitled to be paid compensation ("Credit Cover Error Compensation") subject to and in accordance with the further provisions of this paragraph 4.

4.1.2 Any Credit Cover Error Compensation paid to an Imbalance Party pursuant to this paragraph 4 shall be paid by BSCCo and accordingly shall be a BSC Cost; provided that BSCCo shall not be required to include any amount in respect of such compensation in the Annual Budget or to revise the Annual Budget if any such compensation becomes payable.

4.1.3 The provisions of this paragraph 4 are independent of any provision of a BSC Agent Contract pursuant to which any amount may be payable (by way of damages, liquidated damages, service credit or otherwise) in respect of the circumstances resulting in a Credit Cover Error; and it is acknowledged and agreed that any such amount will be paid to BSCCo and will accordingly reduce BSC Costs.

4.1.4 For the purposes of this paragraph 4:

(a) there is a "Credit Cover Error" where the Credit Cover Percentage determined (in the application of paragraph 3) for an Imbalance Party in respect of any Settlement Period was incorrect, and as a result (in relation to that or any earlier Settlement Period) a level 1 default notice was given to the Imbalance Party or the Imbalance Party was in Level 2 Credit Default;

(b) in relation to a Credit Cover Error

(i) the "first error" Settlement Period is the first Settlement Period in relation to which the Credit Cover Error occurred (in other words, for which the incorrect Credit Cover Percentage was determined as described in paragraph (a));

(ii) the "Credit Cover Error Period" is the period commencing on the earlier of:

(1) in relation to the first error Settlement Period, the expiry of the Query Period (the "error" Query Period) , and

(2) where as a result of the Credit Cover Error the Imbalance Party was determined to be in Level 2 Credit Default, the start of the Credit Default Rejection Period

and continuing until the first Settlement Period (after the Credit Cover Error has been corrected) for which the Imbalance Party's Credit Cover Percentage Energy is determined (in the application of paragraph 3) without such error.

4.2 Credit Cover Error Compensation

4.2.1 The amount of Credit Cover Error Compensation (CCEC_p, in £) payable to an Imbalance Party in respect of a Credit Cover Error shall be determined as follows:

CCEC_p = Σ_j max (ECA_pj, ECB_pj, 0)

where:

Σ_j is summation over all Settlement Periods falling within the Credit Cover Error Period;

ECA_pj is the Credit Cover Error Interest Amount, determined in accordance with paragraph 4.2.2;

ECB_pj is the Credit Cover Error Imbalance Amount, determined in accordance with paragraph 4.2.3.

4.2.2 For a Settlement Period within the Credit Cover Error Period, ECA_pj shall be determined as follows:

ECA_pj = {0.02 / (365 * 48)} * CAP * {( EEI_pj / 0.8 ) – max (IECC_p, ( EI_pj / 0.8 ))}

where:

EEI_pj (Erroneous Energy Indebtedness) is an amount (in £), determined as:

(i) (ECC_p * CCP_pj), or

(ii) if ECC_p is zero, EI_pj

in respect of the first error Settlement Period, as incorrectly determined or redetermined (on the basis of the Credit Cover Error) in the application of paragraph 3 as at the expiry of the error Query Period;

IECC_p (Initial Energy Credit Cover) is the correct amount of the Imbalance Party's Energy Credit Cover as at the Submission Deadline for the first error Settlement Period;

EI_pj is the Imbalance Party's Energy Indebtedness for Settlement Period j, as correctly determined after the Credit Cover Error was corrected.

4.2.3 For a Settlement Period within the Credit Cover Error Period, ECB_pj shall be determined as follows:

ECB_pj = (SBP_j – SSP_j) * Σ_a min (REJ_aj, QAEI_aj) * FLAG_pj

where:

Σ_j is summation over both Energy Accounts of the Imbalance Party;

REJ_aj (Credit Cover Error Rejection Volume) is the volume (in MWh) determined for Energy Account a of the Imbalance Party as the sum of:

(i) the sum of the Energy Contract Volume Data specified in Energy Contract Volume Notifications for which the Imbalance Party holds the Energy (From) Account less the sum of Energy Contract Volume Data specified in Energy Contract Volume Notifications for which the Imbalance Party holds the Energy (To) Account,

(ii) the aggregate of the Metered Volume Reallocation Fixed Data, and the aggregate amount determined in accordance with paragraph 4.2.5 in respect of Metered Volume Reallocation Percentage Data, which was the subject of Metered Volume Reallocation Notifications;

which (pursuant to Section P2.5.2 or P3.5.2) were treated as rejected and ineffective in respect of Settlement Period j by reason of there being a Credit Default Rejection Period in respect of the Imbalance Party;

FLAG_pj shall have the value 1 if the condition in paragraph 4.2.4 is satisfied and otherwise the value zero.

4.2.4 The condition (in relation to Settlement Period j) is that, if the Imbalance Party's Credit Cover Percentage had been correctly determined (with the Credit Cover Error corrected), but otherwise assuming that all steps and notifications (by the ECVAA and BSCCo) under paragraphs 3.3 and 3.4 had been taken in accordance with that paragraph, Settlement Period j would not have fallen within a Credit Default Rejection Period.

4.2.5 The value of REJ_aj (so far as relating to Metered Volume Reallocation Percentage Data) shall be determined:

(a) by reference to the formula in Section T4.5.1 by which Credited Energy Volume is determined, but assuming a value of one for the term TLM_ij and disregarding the term QMFR_iaj in that formula; and

(b) by reference to BM Unit Metered Volumes as determined in the Volume Allocation Run (for the Settlement Period j) most recently carried out before the date upon which the Imbalance Party submits its claim under paragraph 4.3.1(a).

4.3 Procedures

4.3.1 A Imbalance Party shall not be entitled to be paid Credit Cover Error Compensation:

(a) unless the Imbalance Party has submitted a claim for such compensation to BSCCo, within a period of three months after the Settlement Day in which the first error Settlement Period fell, setting out the amount which the Imbalance Party considers to be so payable and the basis on which the Imbalance Party has calculated such amount;

(b) if the amount which would be payable by way of Credit Cover Error Compensation (determined for the whole of the Credit Error Period) is less than one thousand pounds sterling (£1,000).

4.3.2 BSCCo shall determine and make payment of the amount payable by way of Credit Cover Error Compensation to an Imbalance Party as soon as reasonably practicable after the Imbalance Party submits its claim under paragraph 4.3.1(a).

4.3.3 The ECVAA shall provide all such assistance and information as BSCCo may reasonably require to enable it to determine any amount payable by way of Credit Cover Error Compensation.

ANNEX M-1

Form of Letter of Credit (UCP 500)

To: ELEXON Clear Limited (the "BSC Clearer")

At the request of [name of Imbalance Party] (the "applicant") we have opened in favour of the BSC Clearer our irrevocable Letter of Credit Number ( ) for £[ ] (amount in words).

This Letter of Credit is available against sight drafts issued by the BSC Clearer accompanied by a signed statement issued by the BSC Clearer stating either:

(a) that the applicant has failed to pay to BSC Clearer the amount you are claiming under the terms of the Balancing and Settlement Code (as modified from time to time, the "Code"); or

(b) that the amount of the Letter of Credit has become payable pursuant to the Code by reason of the Letter of Credit not being extended or replaced in accordance with the requirements of the Code or that we have ceased to have the credit rating required under the Code.

Payments under this Letter of Credit shall be effected immediately to [insert relevant account details].

Partial drawings are allowed hereunder.

Claims under this Letter of Credit shall be made at the counters of [insert details of the branch of the issuing/advising/confirming bank].

This Letter of Credit expires on [ ].

We waive any right to set off against any amount payable hereunder any claims we may have against you.

Any sight draft and statement to be issued by the BSC Clearer for the purposes of this Letter of Credit may be signed by [insert name of FAA] (the "FAA") on behalf of the BSC Clearer.

Any demand hereunder must comply with all the above requirements and signatures (on behalf of the BSC Clearer or the FAA) thereon must be confirmed by your Bankers.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits 1993 Revision, ICC Publication No. 500 (UCP500) published by the International Chamber of Commerce.

We undertake that drafts and documents presented under the terms of this Letter of Credit which are a complying presentation will be honoured upon presentation.

This Letter of Credit shall be governed by and construed in accordance with English law.

For and on behalf of [ ] Bank [Plc].

ANNEX M-2

Form of Letter of Credit (UCP 600)

To: ELEXON Clear Limited (the "BSC Clearer")

At the request of [name of Imbalance Party] (the "applicant") we have opened in favour of the BSC Clearer our irrevocable Letter of Credit Number ( ) for £[ ] (amount in words).

This Letter of Credit is available against sight drafts issued by the BSC Clearer accompanied by a signed statement issued by the BSC Clearer stating either:

(a) that the applicant has failed to pay to BSC Clearer the amount you are claiming under the terms of the Balancing and Settlement Code (as modified from time to time, the "Code"); or

Payments under this Letter of Credit shall be effected immediately to [insert relevant account details].

Partial drawings are allowed hereunder.

Claims under this Letter of Credit shall be made at the counters of [insert details of the branch of the issuing/advising/confirming bank].

This Letter of Credit expires on [ ].

We waive any right to set off against any amount payable hereunder any claims we may have against you.

Any sight draft and statement to be issued by the BSC Clearer for the purpose of this Letter of Credit may be signed by [insert name of FAA] (the "FAA") on behalf of the BSC Clearer.

Any demand hereunder must comply with all the above requirements and signatures (on behalf of the BSC Clearer or the FAA) thereon must be confirmed by your Bankers.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits 2007 Revision, ICC Publication No. 600 (UCP600) published by the International Chamber of Commerce.

We undertake that drafts and documents presented under the terms of this Letter of Credit which are a complying presentation will be honoured upon presentation.

This Letter of Credit shall be governed by and construed in accordance with English law.

For and on behalf of [ ] Bank [Plc].

ANNEX M-3

Form of Letter of Credit (ISP98)

To: ELEXON Clear Limited (the "BSC Clearer")

At the request of [name of Imbalance Party] (the "applicant") we have opened in favour of the BSC Clearer our irrevocable Letter of Credit Number ( ) for £[ ] (amount in words).

This Letter of Credit is available against sight drafts issued by the BSC Clearer accompanied by a signed statement issued by the BSC Clearer stating either:

(a) that the applicant has failed to pay to BSC Clearer the amount you are claiming under the terms of the Balancing and Settlement Code (as modified from time to time, the "Code"); or

Payments under this Letter of Credit shall be effected immediately to [insert relevant account details].

Partial drawings are allowed hereunder.

Claims under this Letter of Credit shall be made at the counters of [insert details of the branch of the issuing/advising/confirming bank] [insert exact location within the building] at [insert time] to [insert person to whom the Letter of Credit should be presented] by [insert medium of presentation i.e. delivery of paper documents].

This Letter of Credit expires on [ ]

We waive any right to set off against any amount payable hereunder any claims we may have against you.

Any sight draft and statement to be issued by the BSC Clearer for the purpose of this Letter of Credit may be signed by [insert name of FAA] (the "FAA") on behalf of the BSC Clearer.

Any demand hereunder must comply with all the above requirements and signatures (on behalf of the BSC Clearer or the FAA) thereon must be confirmed by your Bankers.

This Letter of Credit is subject to International Standby Practices 1998 (ISP98) published by the International Chamber of Commerce.

We undertake that drafts and documents presented under the terms of this Letter of Credit which are a complying presentation will be honoured upon presentation.

This Letter of Credit shall be governed by and construed in accordance with English law.

For and on behalf of [ ] Bank [Plc].

ANNEX M-4

1. Requirements of an Approved Insurance Product

1.1 Providers of an Approved Insurance Product

1.1.1 A provider of an Approved Insurance Product may be:

(a) an insurance company or insurance companies regulated in the United Kingdom which shall meet the credit rating as specified in the definition of Approved Insurance Product; or

(b) a bank or banks which shall meet the criteria set out in the definition of Letter of Credit.

1.2 Requirements of an Approved Insurance Product

1.2.1 An Approved Insurance Product shall include a guarantee that payments made under it will be effected within three Business Days of a claim being presented in accordance with the specific Approved Insurance Product.

1.2.2 Except as otherwise approved by the Panel, an Approved Insurance Product shall:

(a) be in favour of the BSC Clearer;

(b) be denominated in Sterling and be available for payment in the United Kingdom;

(d) include a waiver of any rights of set off against any amount payable thereunder;

(e) allow for partial drawings; and

(f) be governed by English Law and shall be enforceable in the courts of England and Wales

AMENDMENT RECORD – SECTION M

Section M

Version 35.0

Effective Date: 27 February 2025

Modification Proposal	Decision Date	Implementation Date	Version
P469	07/10/25	27/02/25	35.0
P465	09/01/24	07/11/24	34.0
P415	06/10/23	07/11/24	34.0
P450	12/01/23	23/02/23	33.0
P448	25/11/22	28/11/22	32.0
P394 Self-Governance	12/12/19	27/02/20	31.0
P369	24/09/18	29/03/19	30.0
P344	24/08/18	28/02/19	29.0
P342 Alternative	08/12/16	02/11/17	28.0
P326 Self-Governance Alternative	19/04/16	23/02/17	27.0
P352 Fast Track Self Governance	11/08/16	16/09/16	26.0
P345 Self Governance	05/08/16	19/08/16	25.0
P310 Self Governance	12/02/15	25/06/15	24.0
P307	29/01/15	25/06/15	24.0
P306 Self Governance	09/10/14	14/11/14	23.0
P239	21/09/09	05/11/09	22.0
P231	25/06/09	05/11/09	22.0
P233	19/05/09	25/06/09	21.0
P215	23/04/08	25/06/09	21.0
P214	24/01/08	06/11/08	20.0
P208	16/01/07	22/02/07	19.0
P188	07/09/05	27/06/06	18.0
P179	09/02/05	23/02/05	17.0
P140	29/06/04	23/02/05	17.0
P98	18/08/03	08/11/04	16.0
P142	23/03/04	03/11/04	15.0
P152	28/05/04	05/07/04	14.0
P151	05/04/04	19/04/04	13.0
P127	22/12/03	15/03/04	12.0
P123	08/09/03	27/02/04	11.0
P122	10/09/03	19/09/03	10.0
P126	18/07/03	08/08/03	9.0
P119	03/06/03	24/06/03	8.0
P118	03/06/03	24/06/03	8.0
P101	02/01/03	23/01/03	7.0
P76	02/10/02	22/10/02	6.0
P2	16/10/01	30/09/02	5.0
P53	06/06/02	18/07/02	4.0
P46	14/05/02	22/05/02	3.0
P37	10/05/02	20/05/02	2.0

SECTION N: CLEARING, INVOICING & PAYMENT

1. INTRODUCTION

1.1 General

1.1.1 This Section N sets out:

(a) the means by which the BSC Clearer will receive from, or pay to, each Payment Party an amount in respect of Trading Charges and Reconciliation Charges on each Payment Date;

(b) data requirements of, and procedures to be followed by, the FAA in order to determine and notify to Payment Parties the amounts payable by them in respect of Trading Charges and Reconciliation Charges;

(c) procedures for the FAA and Payment Parties to facilitate and make payments in respect of Trading Charges and Reconciliation Charges;

(d) the obligations of Payment Parties and the BSC Clearer to make payments in respect of Trading Charges and Reconciliation Charges, and consequences of any of them failing to make such payment; and

(e) the basis on which amounts paid in respect of Trading Charges and Reconciliation Charges, and on which Credit Cover provided in accordance with Section M, will be held by the BSC Clearer.

1.1.2 For the avoidance of doubt, this Section N applies in relation to Trading Charges, Reconciliation Charges and other payments due from Parties pursuant to this Section N only and not to any BSCCo Charges or other payments due from Parties pursuant to the Code.

2. CLEARING ARRANGEMENTS

2.1 General

2.1.1 In this paragraph 2:

(a) references to a Party are to an Imbalance Party or the NETSO and do not include the BSC Clearer; and

(b) references to a Defaulting Party are to a Party in relation to whom:

(i) a Default within Section H3.1.1 (g) has occurred;

(ii) a notice within Section H3.2.1(f) has been received by the FAA on behalf of the BSC Clearer; or

(iii) a Default within Section H3.1.1 (h) has occurred.

2.2 The BSC Clearer as counter party to each Party

2.2.1 Each Party shall be entitled to receive from the BSC Clearer (and not from any other Party), and shall be obliged to pay to the BSC Clearer (and not to any other Party), amounts (pursuant to the Code) in respect of Trading Charges and Reconciliation Charges (determined pursuant to paragraphs 2.8.2 and 6.4.2 and including Ad-hoc Trading Charges in accordance with paragraph 6.9.1(b)) and the BSC Clearer shall be correspondingly obliged and entitled.

2.2.2 The BSC Clearer’s obligations to pay amounts in respect of Trading Charges and Reconciliation Charges (determined pursuant to paragraphs 2.8.2 and 6.4.2 and including Ad-hoc Trading Charges in accordance with paragraph 6.9.1(b)) shall be subject to the provisions of paragraphs 2.4 to 2.7 (inclusive).

2.3 Determination of payments for Trading Charges

2.3.1 The obligation to pay an amount in respect of Trading Charges for a Settlement Day shall be calculated in accordance with Section T so that there is one obligation to pay an amount (if any) in respect of those Trading Charges.

2.4 Payment netting

2.4.1 If, on any Business Day, amounts in respect of Trading Charges (determined in accordance with paragraph 2.3 and, where applicable, paragraph 6.10), amounts in respect of Reconciliation Charges (determined in accordance with paragraphs 2.8.2 and 6.4.2 and including Ad-hoc Trading Charges in accordance with paragraph 6.9.1(b)) and amounts in respect of interest (determined in accordance with paragraph 4.6.3) would otherwise be payable by each of a Party and the BSC Clearer to the other, then the obligations to make payment of such amounts will automatically be cancelled and replaced by a single obligation upon the Party or the BSC Clearer (as the case may be) who would have had to pay the larger aggregate amount to pay the net amount (if any) to the other.

2.5 Conditions for payment by the BSC Clearer

2.5.1 Subject to paragraph 2.5.2 and 2.5.6, a Party shall be entitled to payment from the BSC Clearer on a Business Day if, and only if, on that Business Day there is no Amount in Default (as defined in paragraph 9.1(a)) due and payable by that Party to the BSC Clearer and not paid or recovered (within the meaning of paragraph 9.3.1) and so long as an Amount in Default, or any part of it, remains owing to the BSC Clearer, that Party will not request, demand or claim to be entitled to payment by the BSC Clearer.

2.5.2 Subject to paragraph 2.5.4 and paragraph 2.5.5 as the case may be, a Defaulting Party shall be entitled to payment from the BSC Clearer if, and only if, all amounts, liabilities and other obligations due, owing, incurred or payable by that Defaulting Party to the BSC Clearer, whether those liabilities or obligations are actual or contingent, present or future, joint or several (including, without limitation, all interest (after as well as before judgment) and expenses) have been paid or recovered and until that time the Defaulting Party will not request, demand or claim to be entitled to payment by the BSC Clearer.

2.5.3 The FAA on behalf of the BSC Clearer shall credit to the Reserve Account amounts due and payable to a Defaulting Party which:

(a) are unpaid pursuant to paragraph 2.5.1 and are not set off under paragraph 2.6; or

(b) are unpaid pursuant to paragraph 2.5.6,

and while any such amount is credited to the Reserve Account, it shall form part of the relevant Party’s Credit Cover and may be applied by the FAA on behalf of the BSC Clearer in accordance with this Section N.

2.5.4 Where at any time a Defaulting Party:

(i) is in Default solely by virtue of Section H3.1.1 (g);

(ii) has given a Withdrawal Notice pursuant to Section A5.1 that continues to be effective; and

(iii) is not prevented from withdrawing from the Code or from ceasing to be a Party to the Framework Agreement by virtue of Section A5.1.3;

then references to amounts, liabilities and other obligations of such Defaulting Party in paragraph 2.5.2 shall not include amounts, liabilities and obligations of a contingent nature.

2.5.5 Where at any time the Panel has determined in accordance with section M2.3A that an Imbalance Party is entitled to:

(a) a reduction in the amount of a Letter of Credit provided by the Imbalance Party, and/or

(b) a withdrawal of cash deposited by the Imbalance Party

then references to amounts, liabilities and other obligations of such Imbalance Party in paragraph 2.5.2 shall not include amounts, liabilities and obligations of a contingent nature.

2.5.6 Where the right of a Defaulting Party to receive payment has been suspended under Section H3.2.2(h), no amount becoming due and payable (pursuant to this Section N) to such Defaulting Party shall be paid by the BSC Clearer to such Defaulting Party (or to any person to whom the Defaulting Party may have assigned or transferred any of its rights pursuant to the Code).

2.6 Set-off

2.6.1 If on any Business Day an amount is due and would but for paragraph 2.5 have been payable from the BSC Clearer to a Party, but before that Business Day there was due from that Party an Amount in Default (as defined in paragraph 9.1(a)) which has not been paid or recovered (within the meaning of paragraph 9.3.1) then notwithstanding paragraph 2.5, the amount owing by the BSC Clearer shall be automatically and unconditionally set off against the Amount(s) in Default.

2.6.2 If in respect of any Non-paying BSC Debtor there is more than one Amount in Default, then any amount due and payable from the BSC Clearer shall be set off against the Amounts in Default in the order in which they originally became due and payable.

2.7 Liability of the BSC Clearer

2.7.1 The liability of the BSC Clearer to make payments on a Business Day under the Code shall be limited so that the aggregate of such payments (excluding the amount (if any) by which each such payment has been increased on account of VAT) does not exceed the aggregate amount of payments (excluding the amount (if any) by which each such payment has been increased on account of VAT) that has been paid to or recovered (within the meaning of paragraph 9.3.1) by the BSC Clearer:

(a) from Parties (including by way of realisation of Credit Cover in accordance with paragraph 9), in respect of that Business Day; and

(b) by way of a Drawing, but only where this Section N provides for such a Drawing to be made, and without prejudice to the further payment obligations of Parties arising following any such Drawing;

and each Party irrevocably and unconditionally releases the BSC Clearer from any other liability in respect of that Business Day other than as provided in this paragraph 2.7.1 and paragraph 2.7.2(b).

2.7.2 Where in relation to any Business Day, the aggregate amount that the BSC Clearer pays to Parties is less than the amount to which those Parties would, but for the operation of paragraph 2.7.1, have been entitled:

(a) the provisions of paragraph 9 shall apply; and

(b) if and to the extent that, after the required time on the Business Day, the BSC Clearer is paid and recovers (within the meaning of paragraph 9.3.1) amounts from any BSC Debtor, the BSC Clearer shall to the extent of such receipts make payments (to certain Parties and/or the BSC Banker) in accordance with the provisions of paragraph 9.

2.7.3 Any amounts in respect of VAT that the BSC Clearer is required to pay to Parties on a Business Day under the Code shall be funded:

(a) by amounts that it receives in respect of VAT from Parties under the Code on that Business Day; and

(b) by way of a Drawing, but:

(i) only where this Section N provides for such a Drawing to be made;

(ii) without prejudice to the further payment obligations of Parties arising following any such Drawing; and

(iii) only to the extent that the amount of such a Drawing represents the part of the Amount in Default that is attributable to VAT;

and where such amounts are insufficient BSCCo shall, in advance in accordance with paragraph 7.1.4 or, where such amount is insufficient due to the occurrence of an Amount in Default, as soon as reasonably practicable, fund the excess provided that the BSC Clearer shall only be required to pay that excess as and when it receives such funding from BSCCo.

2.8 Trading Disputes

2.8.1 For the avoidance of doubt, nothing in this paragraph 2 shall prevent a Party from raising Trading Disputes.

2.8.2 It is acknowledged and agreed that, where any dispute or difference arises under the Code as to any amount paid or payable by any Party by way of Trading Charge:

(a) where such dispute or difference is resolved, any necessary payments or adjustments required in order to give effect to such resolution (including any arbitral award) shall be effected (and may be given full effect) by way of Reconciliation Settlement Run, giving rise to new Reconciliation Charges, or by way of Ad-hoc Trading Charges under paragraph 6.9.1(a)(ii); and

(b) it is not necessary (in order to enable such dispute or difference to be resolved) for the BSC Clearer to participate in any Trading Dispute under Section W, or to be party to any arbitration pursuant to Section H7;

and accordingly no Party shall commence any proceedings against the BSC Clearer in relation to any such dispute or difference or seek to join or involve the BSC Clearer in any such proceedings.

2.8.3 If, notwithstanding paragraph 2.8.2, a Party commences proceedings against the BSC Clearer:

(a) all costs of the BSC Clearer shall be paid by BSCCo; and

(b) any award against the BSC Clearer shall be paid by BSCCo unless the terms of the award are to the effect that other Parties should pay or be liable for the award in which case such other Parties shall indemnify the BSC Clearer accordingly.

2.9 Assignment

2.9.1 Subject to the provisions of paragraphs 2.4 to 2.7 (inclusive), nothing in this paragraph 2 shall prevent Parties from assigning by way of security only any or all of their rights to receive from the BSC Clearer amounts determined in accordance with this paragraph 2 or in accordance with any other provision of this Section N.

3. PAYMENT CALENDAR

3.1 Content

3.1.1 No later than 31st January in each year the FAA shall:

(a) determine, in accordance with the requirements in paragraph 3.2 and BSCP301 and subject to approval of BSCCo, the following dates:

(i) the Initial Payment Date; and

(ii) the Initial Notification Date;

for each such Settlement Day in the next following BSC Year, and

(iii) the Payment Date for each Timetabled Reconciliation Settlement Run; and

(iv) the Notification Date for each Timetabled Reconciliation Settlement Run,

where the Payment Date is between the earliest and the latest Initial Payment Dates identified in (i) above; and

(b) prepare or cause to be prepared a Payment Calendar showing (for each such Settlement Day) such dates.

3.2 Requirements

3.2.1 The following requirements shall apply to each Payment Calendar:

(a) as an average over the entire BSC Year to which the Payment Calendar relates, each Initial Payment Date shall fall, as nearly as practicable, twenty nine days after the Settlement Day to which it relates;

(b) each Initial Payment Date shall fall as nearly as practicable to the twenty ninth day after the Settlement Day to which it relates;

(d) no Payment Date shall fall fewer than three Business Days after the relevant Notification Date; and

(e) if possible, it shall not give rise to a requirement for more than fifteen Timetabled Reconciliation and/or Initial Settlement Runs on any day.

3.3 Production

3.3.1 The Payment Calendar shall be in such form as the Panel shall from time to time decide.

3.3.2 The FAA shall distribute any Payment Calendar prepared pursuant to this paragraph 3 promptly to BSCCo, the SAA and each Payment Party; and shall send the prevailing Payment Calendar to any Party upon its becoming an Imbalance Party.

4. BANKING ARRANGEMENTS

4.1 Establishment of Accounts

4.1.1 The FAA shall establish and operate on behalf of the BSC Clearer the following accounts (each a "BSC Account") in the name of the BSC Clearer:

(a) a Clearing Account with the BSC Banker to and from which all payments determined in accordance with this Section N are to be made;

(b) a Collection Account to which payments from Trading Parties are made;

(c) a Reserve Account with the BSC Banker to which all Cash Cover, proceeds of Letters of Credit, surplus payments received from Payment Parties pursuant to paragraph 7 and other amounts specified in this Section N shall be credited or debited;

(d) a Borrowing Account with the BSC Banker on which the FAA on behalf of the BSC Clearer may make permitted Drawings or to cover payments due from Payment Parties that are below the Advice Note Threshold Limit during an Advice Note Period; and

(e) any other account that the FAA (with the prior written consent of BSCCo) considers desirable to enable the BSC Clearer to perform any obligations imposed on it by this Section N.

4.1.2 The FAA shall also establish on behalf of the BSC Clearer the means by which to facilitate and manage the transfer of Reserve Account monies between the Reserve Account and an Investment Account(s).

4.2. Funds Transfer Agreement

4.2.1 Not later than the date required by paragraph 4.2.3, the BSC Clearer and the FAA shall enter into a funds transfer agreement, in a form approved by the Panel, with a bank (the "BSC Banker") approved by the Panel, which shall set out the accounts opened in the name of the BSC Clearer and the basis on which the FAA shall operate them.

4.2.2 Neither the BSC Clearer nor the FAA may amend or terminate the Funds Transfer Agreement without the approval of the Panel.

4.2.3 The required date is:

(a) two months after the Code Effective Date; and

(b) if the Panel has approved the termination of any existing Funds Transfer Agreement, ten Business Days before such termination.

4.3 Settlement Account

4.3.1 Each Payment Party shall, unless otherwise agreed by the Panel, at all times maintain a Settlement Account at a Settlement Bank.

4.3.2 Each Payment Party shall also supply to the FAA and the Panel such information or (as the case may be) further information concerning its Settlement Account as the Panel or the FAA reasonably requests.

4.4 Notification of Settlement Account

4.4.1 Not Used.

4.4.2 Each Payment Party shall, not later than the date required by paragraph 4.4.3, deliver to the FAA a duly completed and signed Settlement Account designation providing details of the Settlement Account to which the FAA on behalf of the BSC Clearer is instructed to make payments to such person.

4.4.3 The required date is:

(a) two months after the Code Effective Date; or

(b) in the case of an Imbalance Party, if later, ten Business Days (or such shorter period as the Panel may approve in relation to that Party) before it becomes an Imbalance Party.

4.5 Change of Settlement Account

4.5.1 Each Payment Party may change its Settlement Account at any time by delivering to the FAA a duly completed and signed notice, and with an effective date, in accordance with BSCP301.

4.6 Reserve Account

4.6.1 Where an Imbalance Party provides Credit Cover by delivering cash (as contemplated by Section M) that Cash Cover shall be:

(a) credited to the Reserve Account (an account in the name of the BSC Clearer);

(b) the absolute property of the BSC Clearer (and the relevant Imbalance Party shall have no beneficial or other interest in the Cash Cover); and

(c) a limited recourse loan to the BSC Clearer which is repayable only in the circumstances set out in paragraph 4.6.3 and subject to the provisions of this Section N.

4.6.2 The purpose of the Cash Cover is to ensure that, on a continuing basis and for so long as the Imbalance Party is not a Discontinuing Party, the BSC Clearer is a debtor to the relevant Imbalance Party and in calculating the amounts due either from the BSC Clearer to the Imbalance Party or from the Imbalance Party to the BSC Clearer in accordance with this Section N, the amount of the Cash Cover shall be ignored.

4.6.3 The FAA on behalf of the BSC Clearer shall pay or repay the following amounts at the times indicated from the Reserve Account to each Payment Party:

(a) (subject to paragraph 4.6.6) quarterly the amount of interest referred to in paragraph 4.6.4;

(b) an amount requested in accordance with Section M2.3; and

(c) if that Payment Party is a Discontinuing Party (as defined in Section A), on the Discontinuance Date the cash paid by or on behalf of that Discontinuing Party credited to the Reserve Account and not subsequently withdrawn or repaid in accordance with this Section N.

4.6.4 The amount of interest is:

(a) an amount equal to interest from time to time received which is proportionate to the amount of monies deposited by the Payment Party from time to time in the Reserve Account; and

(b) credited to the Reserve Account and not subsequently withdrawn, repaid or set off in accordance with this Section N.

4.6.5 The BSC Clearer’s obligation to repay amounts under this paragraph 4.6 shall be subject to the provisions of paragraphs 2.4 to 2.6 (inclusive).

4.6.6 While any interest is credited to the Reserve Account, it shall be deemed to form part of the relevant Party’s Credit Cover for the purposes of this Section N only (and not for the purposes of Section M2.1.3 or any other section of the Code) and may be applied by the FAA on behalf of the BSC Clearer in accordance with this Section N.

4.6.7 Each Payment Party waives any right and agrees not to make any claim it might otherwise have to set off against any obligation owing to the BSC Clearer any claims such Payment Party may have to repayment of moneys paid to the BSC Clearer and credited to the Reserve Account.

4.7 Details of Accounts

4.7.1 The FAA shall supply bank details, sort code and account numbers for:

(a) the Reserve Account and the Collection Account to each Payment Party; and

(b) the Clearing Account, the Reserve Account, the Collection Account, the Borrowing Account and all other BSC Accounts and the Settlement Accounts to BSCCo and the BSC Clearer.

4.8 Banking Communications Links

4.8.1 The FAA shall set up communications links with the BSC Banker to ensure efficient transfers of funds.

4.8.2 Payments under paragraph 4.8.1 shall be made by such payment methods as may be authorised by BSCCo from time to time.

4.9 Credit Facility

4.9.1 The BSC Clearer shall enter into a facility agreement, in a form approved by the Panel, with the BSC Banker pursuant to which the BSC Banker shall make available to the BSC Clearer not later than the date required by paragraph 4.9.2 a facility of a maximum aggregate principal amount outstanding of four million pounds sterling (£4,000,000) or such other amount (but subject to a maximum amount of ten million pounds sterling (£10,000,000)) approved by the Panel from time to time for the purpose set out in paragraph 4.9.3 below.

4.9.2 The required date is:

(a) the Go-live Date; and

(b) if an existing Credit Facility will not be extended or renewed, upon the expiry of that Credit Facility.

4.9.3 The purpose of the Credit Facility is to cover banking and payment errors and short-term payment defaults and to minimise the need to use Credit Cover provided by Payment Parties in accordance with this Section N and the Credit Facility shall not be used for any other purpose.

4.9.4 All fees and expenses properly due from the BSC Clearer to the BSC Banker (including any additional amounts payable to the BSC Banker under the terms of the Credit Facility which the FAA on behalf of the BSC Clearer has not been able to pay after acting in accordance with paragraph 9) shall be paid by BSCCo on behalf of the BSC Clearer on the date the fees or expenses are payable to the BSC Banker.

4.9.5 The FAA on behalf of the BSC Clearer shall notify BSCCo and all Payment Parties of, and any changes in, the interest rate notified by the BSC Banker under the Credit Facility to it from time to time.

4.9.6 The FAA on behalf of the BSC Clearer shall:

(a) notify BSCCo forthwith on:

(i) becoming aware of any circumstances which may lead to the BSC Banker withdrawing the Credit Facility;

(ii) receiving a written demand from the BSC Banker as a result of which the Credit Facility ceases to become available;

(iii) receiving notice from the BSC Banker that it requires any additional amount to be paid to it as a result of any change in circumstances or any increased costs; and

(b) notify all Payment Parties as soon as reasonably practicable after receiving notice from the BSC Banker that it requires any additional amount to be paid to it as a result of any change in circumstances or any increased costs.

4.9.7 Neither the BSC Clearer nor the FAA may amend, supplement or cancel the Credit Facility without the prior approval of the Panel.

4.9.8 The FAA on behalf of the BSC Clearer shall:

(a) not earlier than one month before the expiry of the Credit Facility, negotiate with the BSC Banker to extend or renew the Credit Facility on substantially the same terms for a further year, and keep the Panel informed of the progress of these negotiations; and

(b) subject to the approval of the Panel, extend or renew the Credit Facility on the terms so negotiated.

4.10 Treasury Policy and investment of Reserve Account monies

4.10.1 BSCCo may from time to time, and in accordance with the Treasury Policy, direct the FAA in writing to transfer certain monies between the Reserve Account and an Investment Account.

4.10.2 BSCCo shall notify the Parties in the event the Board amends the Treasury Policy. If there is any amendment to the Treasury Policy, such amendment shall not take effect until at least fifteen Business Days after BSCCo has issued notification to the Parties of the amendment.

4.10.3 The Treasury Policy shall be made available to Parties upon request.

5. TAXATION

5.1 Tax Agreements

5.1.1 Each Payment Party agrees that it will be bound by any agreement made (whether before or after the entry into force of the Code) between the BSC Clearer (or BSCCo on its behalf) and any tax authority as to the treatment for taxation purposes of obligations to pay amounts (pursuant to the Code) in respect of Trading Charges between the BSC Clearer and any Payment Party.

5.1.2 Each Payment Party further undertakes that it will not act in any way prejudicial to such agreement, including acting on the basis of, assuming, seeking or making any application or request to any tax authority for, any conflicting treatment.

5.1.3 BSCCo on behalf of the BSC Clearer shall ensure that details of each such agreement as is referred to in this paragraph 5.1 are provided to each Payment Party upon its becoming a Party and upon any change in such agreement.

5.2 Withholdings on account of taxation

5.2.1 The FAA on behalf of the BSC Clearer and any BSC Debtor shall deduct from all payments made by or through it under this Section N any deductions (including withholdings) as are required by law and any such agreement as is referred to in paragraph 5.1.

5.2.2 Such deduction shall be the minimum amount required by law and any such agreement as is referred to in paragraph 5.1.

5.2.3 If any such deductions are made, the FAA on behalf of the BSC Clearer or the relevant BSC Debtor (as the case may be) shall take such further actions as are required by law and any such agreement as is referred to in paragraph 5.1, including making payments and returns to the tax authorities and promptly issuing certificates.

5.3 Taxation of BSC Clearer

5.3.1 Subject to this paragraph 5, if at any time and for any reason the BSC Clearer has an obligation to account for any taxation to any taxation authority, where it has no equivalent credit then available to it but the FAA reasonably believes that such a credit will be receivable from such taxation authority in the future, the FAA on behalf of the BSC Clearer shall borrow the required amount from BSCCo, and BSCCo shall lend such amount, on such terms (if any) as BSCCo may decide, and the FAA on behalf of the BSC Clearer shall repay that amount upon receipt of the equivalent credit from the taxation authority.

5.4 Value Added Tax

5.4.1 Each Party shall, for the purposes of enabling the BSC Clearer to charge and pay the correct amounts in respect of VAT and of enabling BSCCo to account for the correct amounts of VAT, notify BSCCo in accordance with BSCP301 such information about that Party relating to VAT as BSCCo requests.

5.4.2 Each Party shall notify BSCCo (in accordance with BSCP301) as soon as it has actual knowledge that any information which it has given to BSCCo in accordance with paragraph 5.4.1 may change, will change or has changed.

5.4.3 The BSC Clearer, BSCCo and the Parties shall and shall be entitled to charge amounts in respect of VAT in accordance with any agreement referred to in paragraph 5.1.1, on the following basis, subject to paragraph 5.4.4:

(i) if a Party has not notified BSCCo to the contrary in accordance with paragraphs 5.4.1 or 5.4.2, that the address (the "Relevant VAT Address") of such Party's relevant business or fixed establishment (within the meaning of Part 3 of The Value Added Tax (Place of Supply of Goods) Order 2004 as amended by The Value Added Tax (Miscellaneous Amendments and Revocations) (EU Exit) Regulations 2019is in the United Kingdom;

(ii) if a Party has not notified BSCCo to the contrary in accordance with paragraphs 5.4.1 or 5.4.2, that such Party has not been issued with an individual identification number by the Member State where its Relevant VAT Address is located; and

(iii) if a Party has notified BSCCo in accordance with either paragraphs 5.4.1 and 5.4.2, that the information contained in the latest such notification is correct.

5.4.4 If in a particular case BSCCo and/or the BSC Clearer reasonably believe that any of the assumptions referred to in paragraphs 5.4.3(i), (ii) or (iii) is incorrect, they shall be entitled but not obliged to charge amounts in respect of VAT on the basis of that belief.

5.4.5 If, in relation to a payment made to BSC Clearer or BSCCo by a Party, that payment has not been increased on account of VAT, for reasons including but not limited to that Party's Relevant VAT Address not being located in the United Kingdom or the Isle of Man, that Party shall (by way of increasing that payment but subject to paragraph 5.4.7) indemnify BSCCo and BSC Clearer in respect of:

(a) any VAT (including interest and penalties) which BSCCo or BSC Clearer becomes liable to pay; and

(b) any reduction in the amount of VAT which BSCCo or BSC Clearer is entitled to recover;

arising because that payment constituted the consideration for a taxable or deemed taxable supply (as such terms are used in the Value Added Tax Act 1994 ("VATA 1994")).

5.4.6 If, in relation to a payment made to a Party by BSC Clearer or BSCCo, that payment has been increased on account of VAT, for reasons including but not limited to that Party's Relevant VAT Address being located in the United Kingdom or the Isle of Man, that Party shall (subject to paragraph 5.4.7) indemnify BSCCo to the extent that BSCCo and BSC Clearer are not entitled to a credit for input tax for the increased part of that payment because that payment did not constitute the consideration for a taxable or deemed taxable supply (as such terms are used in VATA 1994).

5.4.7 Paragraphs 5.4.5 and 5.4.6 shall not apply to the extent that BSC Clearer or BSCCo has been compensated by, in the case of paragraph 5.4.5, an increase to the relevant payment, or, in the case of paragraph 5.4.6, a rebate of the relevant payment.

5.4.8 Any part of the Code providing that an amount that is payable should be increased by an amount in respect of VAT, or should otherwise be paid with an amount attributable to VAT or in respect of VAT, shall not apply to amounts constituting consideration for a taxable or deemed taxable supply (as such terms are used in VATA 1994) where the VAT is payable by the recipient of that supply (or any person that is treated as the recipient in accordance with any agreement referred to in paragraph 5.1.1) by way of the reverse charge mechanism.

5.4.9 The FAA shall retain and, on request, grant BSCCo access to the following documents for such period as may be required by law:

(a) sufficient information to allow it to comply with its obligations under applicable VAT legislation; and

(b) copies of all VAT invoices (or other documents that H.M. Customs & Excise have agreed to treat as VAT invoices) for taxable or deemed taxable supplies (as such terms are used in VATA 1994) made to BSCCo.

6. CALCULATION OF PAYMENTS

6.1 Settlement Runs

6.1.1 In relation to each Settlement Day, following each Settlement Run, the information referred to in paragraphs 6.1.2 to 6.1.4 (inclusive) concerning Trading Charges in respect of Settlement Periods in that Settlement Day is to be submitted by 09.00 hours on the relevant Notification Date by the SAA to the FAA.

6.1.2 The following information is to be submitted in relation to each Settlement Run:

(a) the Settlement Day; and

(b) whether the Settlement Run is an Initial Settlement Run, Timetabled Reconciliation Settlement Run or Post-Final Settlement Run.

6.1.3 The following information (subject to paragraph 6.1.5) is to be submitted for each Imbalance Party:

(a) the identity of the Imbalance Party;

(b) the amount (exclusive of VAT) calculated for the Settlement Day in respect of each of the following Trading Charges separately:

(i) the Daily Party BM Unit Cashflow;

(ii) the Daily Party Non-Delivery Charge;

(iii) the Daily Party Energy Imbalance Cashflow;

(iv) the Daily Party Information Imbalance Charges;

(v) the Daily Party Residual Settlement Cashflow;

(vi) the Daily Party RR Instruction Deviation Cashflow;

(vii) the Daily Party RR Cashflow;

(viii) the Daily Virtual Lead Party Compensation Cashflow; and

(ix) the Daily Supplier Compensation Cashflow.

(c) the net credit or debit amount (exclusive of VAT) for the Settlement Day for all Trading Charges under paragraph (b) for that Imbalance Party.

6.1.4 The following information (subject to paragraph 6.1.5) is to be submitted in relation to the NETSO: the Daily System Operator Cashflow which shall be a single credit or debit amount (exclusive of VAT) for the Settlement Day.

6.1.5 In relation to any Reconciliation Settlement Run, the amounts referred to in paragraphs 6.1.3 and 6.1.4 are to be determined as though it were the first Settlement Run to be carried out in relation to the relevant Settlement Day, and so disregarding any payments which may on any prior Payment Date have been paid or payable in respect of the relevant Settlement Day.

6.1.6 For the purposes of this Section N, in relation to any Settlement Day and Notification Date, the amount (in relation to an Imbalance Party) under paragraph 6.1.3(c) and the amount (in relation to the NETSO) under paragraph 6.1.4 is the "Trading Charges Amount".

6.2 Validation by FAA

6.2.1 Upon receipt of the information supplied by the SAA, the FAA shall determine whether, on the basis of such information:

(a) the aggregate of the debit Trading Charges Amounts (excluding any amounts attributable to VAT) for all Payment Parties for the relevant Settlement Day (the "total debits") is equal to

(b) the aggregate of the credit Trading Charges Amounts (excluding any amounts attributable to VAT) for all Payment Parties for the relevant Settlement Day (the "total credits").

6.2.2 If difference between the total debits and the total credits is less than ten pounds sterling (£10.00), such information is "valid".

6.2.3 If the information is valid and there is a difference between the total debits and the total credits, the FAA shall account for such difference by adjusting the Daily Party Residual Settlement Cashflow and the Trading Charges Amount for the Imbalance Party with the largest absolute Trading Charges Amount for the relevant Settlement Day by the amount of such difference and references to "Trading Charges Amounts" in paragraphs 6.4, 6.5, and 7 below are to Trading Charges Amounts so adjusted.

6.3 Rectification of errors

6.3.1 If the FAA determines that the information provided by the SAA is not valid in accordance with paragraph 6.2, it shall as soon as possible notify the SAA accordingly, but if the FAA has not so notified the SAA by the close of business on the Notification Date, the SAA may assume that FAA has determined that the information is valid in accordance with paragraph 6.2.

6.3.2 Upon receiving a notice under paragraph 6.3.1, the SAA will use its best endeavours promptly to provide corrected information as may be necessary for the FAA to determine whether the corrected information is valid and to enable it to issue Advice Notes in accordance with paragraph 7.

6.4 Reconciliation

6.4.1 Upon receipt of the information supplied by the SAA in a Reconciliation Settlement Run, the FAA shall calculate, on the basis of such information, for each Payment Party, the difference (if any) between:

(a) the debit or credit Trading Charges Amount calculated in that Reconciliation Settlement Run for that Payment Party;

and

(b) either:

(i) the debit or credit Trading Charges Amount calculated for that Payment Party in the Initial Settlement Run for the same Settlement Day; or

(ii) (if a Reconciliation Settlement Run has already been carried out in respect of that Settlement Day) the debit or credit Trading Charges Amount calculated for that Payment Party in the most recent Reconciliation Settlement Run previously carried out for that Settlement Day (other than a Reconciliation Settlement Run not used to calculate Reconciliation Charges in accordance with paragraph 6.6.3).

6.4.2 Subject to paragraph 5, each Payment Party shall following each Reconciliation Settlement Run be liable to pay to, or (as the case may be) entitled to receive from, the BSC Clearer an amount calculated as being:

(a) the amount of the difference determined under paragraph 6.4.1; plus

(b) interest, calculated on a compound basis in accordance with paragraph 6.4.2A ("the interest amount") on the amount of such difference.

6.4.2A The interest amount shall be calculated in respect of the period from (and including) the Payment Date relating to the Initial Settlement Run to (but not including) the relevant Reconciliation Payment Date by applying the Base Rate:

(a) as prevailing at 00:00 hours on the relevant day on a daily basis to the amount of such compounded difference up to (but not including) the Advice Note Date; and

(b) as prevailing at 00:00 hours on the Advice Note Date on a daily basis to the amount of such compounded difference up to (but not including) the relevant Reconciliation Payment Date.

6.4.2B The Implementation Date for paragraphs 6.4.2 and 6.4.2A shall be the Go-live Date.

6.4.3 The amount determined, for a Payment Party and Reconciliation Settlement Run, pursuant to paragraph 6.4.2 shall be a "Reconciliation Charge".

6.4.4 It is hereby acknowledged and agreed that the obligations of Payment Parties and the BSC Clearer under paragraphs 2.8.2 (a) and 6.4.2 are new obligations to pay an amount by way of Trading Charge and not an adjustment or amendment of any existing obligation and those obligations are subject to the provisions of paragraphs 2.4 to 2.7 (inclusive).

6.5 Amounts in Advice Notes

6.5.1 If the information supplied by the SAA is valid, the amounts to be incorporated in Advice Notes in accordance with paragraph 7.1:

(a) in relation to an Initial Settlement Run, shall be the Trading Charges Amounts; and

(b) in relation to a Reconciliation Settlement Run, shall be the Reconciliation Charges

together with an amount in respect of applicable VAT on the amount payable.

6.6 Postponed Payments

6.6.1 If no information is received by the FAA in respect of a Settlement Run on a Notification Date or for any reason it is not possible, after application of paragraph 6.3, for the FAA to determine by the close of business on the Notification Date the amounts to be incorporated in the Advice Notes:

(a) the Payment Date shall be postponed so that it falls on the second Business Day (or such later day as the Panel shall from time to time decide upon request of the FAA) after the day on which the FAA receives and/or validates the information provided by the SAA pursuant to paragraph 6.2;

(b) the FAA shall inform the Panel, BSCCo, the SAA and each Payment Party:

(i) upon the Notification Date, of such postponement; and

(ii) promptly upon validating such information, of the postponed Payment Date;

(c) such postponed date shall be a "Postponed Payment Date", and a reference to a Payment Date in this Section N shall, unless the context otherwise requires, include a Postponed Payment Date.

6.6.2 In the case of an Initial Settlement Run only, if the Postponed Payment Date falls more than one week after the original Payment Date:

(a) each BSC Debtor shall pay to the BSC Clearer; and

(b) each BSC Creditor shall receive from the BSC Clearer

(but subject to paragraphs 2.4 to 2.7 (inclusive)) interest calculated on a compound basis in accordance with paragraph 6.6.2A.

6.6.2A For the purposes of paragraph 6.6.2, interest shall be calculated on the amount shown in the Advice Note in respect of the period from (and including) the originally scheduled Payment Date to (but not including) the Postponed Payment Date by applying the Base Rate:

(a) as prevailing at 00:00 hours on the relevant day on a daily compounded basis up to (but not including) the Advice Note Date for the Postponed Payment Date; and

(b) as prevailing at 00:00 on the Advice Note Date for the Postponed Payment Date on a daily compounded basis up to (but not including) the Postponed Payment Date.

6.6.2B The Implementation Date for the application of compound interest pursuant to paragraphs 6.6.2 and 6.6.2A shall be the Go-live Date.

6.6.3 In the case of a Timetabled Reconciliation Settlement Run, other than a Final Reconciliation Settlement Run:

(a) the Panel may at any time after receiving a notice under paragraph 6.6.1(b)(i), but not after the FAA has given a notice under paragraph 6.6.1(b)(ii), determine and instruct the FAA that Reconciliation Charges will not be determined and payable by reference to that Reconciliation Settlement Run;

(b) if the Panel makes such a determination:

(i) the FAA shall promptly notify all Payment Parties and the SAA of the Panel’s determination; and

(ii) there shall be no Postponed Settlement Date;

but without prejudice to the determination of Reconciliation Charges by reference to the next following Timetabled Reconciliation Settlement Run for the relevant Settlement Day.

6.6.4 Where in accordance with Section T5.4 BSCCo submits to the FAA data and information estimated by the Panel:

(a) the FAA shall determine the amounts to be incorporated in Advice Notes on the basis of such data and information (and this paragraph 6 shall apply as though such data and information were information supplied by the SAA under paragraph 6.1);

(b) the Postponed Payment Date shall accordingly be established in accordance with paragraph 6.6.1(a) by reference to the day on which the FAA receives the data estimated by the Panel.

6.7 Payment by BSC Debtors, the BSC Clearer and BSCCo

6.7.1 On the relevant Payment Date, each BSC Debtor shall (without defence, set-off or counterclaim) pay the BSC Clearer, and the BSC Clearer shall pay each BSC Creditor, the full amount (including an amount in respect of any applicable VAT), but subject to paragraphs 2.4 to 2.7 (inclusive), notified in the Advice Note as being payable by or to it.

6.7.2 Payment shall be made in accordance with the terms of this Section N.

6.7.3 For the avoidance of doubt, no payment by Payment Parties shall be treated as being paid on account or subject to any condition or reservation, notwithstanding any provision of the Code as to Trading Disputes.

6.7.4 Paragraph 11.1 shall apply to any payment insofar as it is or may constitute an overpayment.

6.7.5 A Payment Party may query an amount calculated, and/or notified to it in an Advice Note, by the FAA if, and only if, it has paid the amount in accordance with this Section N.

6.7.6 The FAA shall promptly investigate the query and shall, if so directed by the Panel, issue corrected Advice Notes to all affected Parties for payment by or to the BSC Clearer (subject to the provisions of paragraphs 2.4 to 2.7 (inclusive)) five Business Days after the date of the corrected Advice Notes.

6.8 Liability several

Save as otherwise expressly provided, the liability of each Payment Party and the BSC Clearer for amounts payable by it pursuant to this Section N is several.

6.9 Ad-hoc Trading Charges

6.9.1 For the purposes of the Code:

(a) an "Ad-hoc Trading Charge" is an amount which a Party is liable to pay to or entitled to receive from the BSC Clearer:

(i) pursuant to any provision of the Code, where such amount is specified in such provision to be such an Ad-hoc Trading Charge;

(ii) pursuant to an Extra-Settlement Determination in accordance with Section U2.2.3;

(b) the date on which payment in respect of an Ad-hoc Trading Charge is due shall be:

(i) the date established in accordance with the relevant provision of the Code or the decision of the Panel (as referred to in paragraph (a)(i) or (ii) respectively); or

(ii) failing any such date, the tenth Business Day after the FAA received notification from BSCCo under paragraph 6.9.2(a);

(c) references to Reconciliation Charges in the Code, other than in paragraph 2.8, this paragraph 6 and paragraph 7.1.2 (and other than for the purposes of any provision as to Reconciliation Settlement Runs), include Ad-hoc Trading Charges;

(d) it is hereby acknowledged and agreed that the obligations of Parties and the BSC Clearer under the Code in respect of Ad-hoc Trading Charges are new obligations to pay an amount by way of Trading Charge and not an adjustment or amendment of any existing obligation and those obligations are subject to the provisions of paragraphs 2.4 to 2.7 (inclusive).

6.9.2 Where under any provision of the Code any entitlements or liabilities in respect of Ad-hoc Trading Charge(s) arise:

(a) BSCCo shall so notify the FAA, in accordance with such provision or otherwise as soon as reasonably practicable after such entitlements or liabilities arise, specifying (subject to paragraph (b)):

(i) the identity of each Party entitled or liable in respect thereof; and

(ii) the amount(s) of the Ad-hoc Trading Charge for which each such Party is liable or entitled, or (provided that the FAA has indicated that it is able to make such calculation) the basis on which such amount(s) are to be calculated;

(iii) the due date for payment where established as provided in paragraph 6.9.1(b)(i);

(b) where under the relevant provision:

(i) a particular Party is entitled to or liable for a particular amount by way of Ad-hoc Trading Charge, and

(ii) each Imbalance Party is liable for or entitled to its Party Daily Reallocation Proportion of that amount, by way of Ad-hoc Trading Charge,

BSCCo shall specify to the FAA the identity of the Party and amount of the Ad-hoc Trading Charge in paragraph (i), and the Settlement Day by reference to which such Party Daily Reallocation Proportions are to be determined;

(c) BSCCo shall, at the time at which it gives such notification to the FAA, send to each Imbalance Party and the NETSO the details notified to the FAA under paragraph (a) and (where applicable) paragraph (b).

6.9.3 Where the FAA receives from BSCCo a notification under paragraph 6.9.2, the FAA shall:

(a) make any calculation required under paragraph 6.9.2(a)(ii);

(b) where paragraph 6.9.2(b) applies, determine for each Imbalance Party the amount for or to which it is liable or entitled (including where relevant any VAT and/or interest payable at the Base Rate) under paragraph 6.9.2(b)(ii); and

(c) include the amount(s) for or to which each Party is liable or entitled by way of Ad-hoc Trading Charges in Advice Notes for the Payment Date which is the same as the due date for such charges.

6.10 Replacement Supplier

6.10.1 Where a Replacement Supplier is appointed in accordance with Section K7 and the Replacement Supplier Transfer Date precedes the Appointment Day for that Replacement Supplier, then subject to paragraph 5, the NETSO and each Imbalance Party shall be liable to pay to, or (as the case may be) entitled to receive from, the BSC Clearer a sum in respect of each Settlement Day within the Relevant Period representing the difference between:

(a) the net amount of the Trading Charges for that Party for that Settlement Day determined taking account of the application of Section K7.1.3; and

(b) the net amount of the Trading Charges for that Party for that Settlement Day determined disregarding the application of Section K7.1.3,

which sum shall be payable on the Payment Date for the Initial Settlement Run for that Settlement Day.

6.10.2 It is hereby acknowledged and agreed that the obligations of Payment Parties and the BSC Clearer arising by virtue of paragraph 6.10.1 are new obligations to pay an amount by way of Trading Charges and not an adjustment or amendment to any existing obligation and those obligations are subject to the provisions of paragraphs 2.4 to 2.7 (inclusive).

6.10.3 In respect of each Settlement Day within the Relevant Period and for each Payment Party, the Trading Charges Amount under paragraph 6.1 automatically (by virtue of Section K7) includes the sum referred to in paragraph 6.10.1.

6.10.4 For the purposes of this paragraph 6.10, the "Relevant Period", in relation to the appointment of a Replacement Supplier, is the period of whole Settlement Days from (and including) the Replacement Supplier Transfer Date to (and including) the Settlement Day immediately preceding the Appointment Day.

7. ADVICE NOTES

7.1 Despatch of Advice Notes

7.1.1 On each Advice Note Date, in good time (in accordance with BSCP301) for Payment Parties to give all necessary instructions for payments to be effected on the relevant Payment Date, the FAA shall despatch to each Payment Party an Advice Note showing the amount (including an amount in respect of VAT), but subject to paragraphs 2.4 to 2.7 (inclusive) which, according to the FAA's calculations, is to be paid by that Payment Party to the BSC Clearer or to that Payment Party by the BSC Clearer on that Payment Date in respect of the Advice Note Period.

7.1.2 Each Advice Note shall set out in respect of each Notification Date in the Advice Note Period:

(a) in relation to Initial Settlement Runs:

(i) an amount in respect of each of the items set out in paragraph 6.1.3(b) or paragraph 6.1.4 (as the case may be);

(ii) the Trading Charges Amount; and

(iii) if the Payment Date is a Postponed Payment Date, any interest pursuant to paragraph 6.6.2;

(b) in relation to Reconciliation Settlement Runs,

(i) the Reconciliation Charge;

(ii) the Reconciliation Charge excluding interest and any withholdings on account of taxation;

(iii) the interest included in the Reconciliation Charge pursuant to paragraph 6.4.2;

(iv) the amount of any withholdings on account of taxation; and

(v) the Trading Charges Amounts in respect of which the FAA has calculated there to be a Reconciliation Charge due;

(d) the amount of any Ad-hoc Trading Charge due pursuant to paragraph 6.9;

(e) any amount set off pursuant to paragraph 2.6;

(f) any amount due pursuant to paragraph 9.6.4;

(g) the aggregate amount which is to be paid by that Payment Party to the BSC Clearer or to that Payment Party by the BSC Clearer on the relevant Payment Date over the Advice Note Period; and

(h) the amount of VAT in respect of the total amount payable or total amount receivable.

7.1.3 Not Used.

7.1.4 On each Advice Note Date, the FAA shall provisionally notify BSCCo of the amount in respect of VAT (if any) which, according to its calculations and on the basis that all amounts due are paid, is to be paid by BSCCo to the BSC Clearer or to BSCCo by the BSC Clearer on that Payment Date to ensure that:

(a) BSC Clearer has sufficient funds to pay amounts in respect of VAT to BSC Creditors; and

(b) BSC Clearer is not left with any excess of amounts in respect of VAT that are payable to it over amounts in respect of VAT that are payable by it.

7.1.5 The FAA shall despatch to each Payment Party an Advice Note:

(a) on each Notification Date, where the aggregate amount payable or receivable by the Payment Party, in respect of the Advice Note Period, is equal to or exceeds the Advice Note Threshold Limit; and

(b) where paragraph (a) does not apply, in respect of a Notification Date which is also a Quarter Date, on such date,

(each such Notification Date being an "Advice Note Date") and, subject to paragraph 7.1.7 to 7.1.9 inclusive, the FAA shall not be required to despatch an Advice Note in respect of a Notification Date which is not also an Advice Note Date.

7.1.6 For the purposes of paragraph 7 and in respect of a Payment Party:

(a) the "Advice Note Period" means:

(i) the Notification Date on which an Advice Note is despatched pursuant to this Section N; or

(ii) the period (of consecutive Notification Dates) between (but excluding) the last preceding Advice Note Date and ending on (and including) the latest Advice Note Date;

(b) "Advice Note Threshold Limit" means five hundred pounds sterling (£500) or such other amount as the Panel may determine from time to time.

7.1.7 The FAA shall despatch a corrected Advice Note pursuant to paragraph 6.7.6.

7.1.8 A Payment Party may request (by notice to BSCCo) that the FAA despatch an Advice Note (for such Notification Date or other period specified by the Payment Party) where the Payment Party:

(a) has given a Withdrawal Notice to BSCCo in accordance with Section A5.1;

(b) notifies BSCCo of a change in respect of the information in relation to VAT that the Payment Party previously provided in accordance with paragraph 5.4; or

and following such a request, the FAA will accordingly despatch an Advice Note to the Payment Party.

7.1.9 Without limitation to the foregoing, the FAA shall despatch an Advice Note to a Payment Party at such other times as may be requested by BSCCo.

7.2 Method of despatch

7.2.1 All Advice Notes shall be despatched by the means established in accordance with Section O, or by such other means as the Panel may reasonably direct.

8. PAYMENT PROCEDURE

8.1 Instructions for payment

8.1.1 Each BSC Debtor shall, in respect of each Payment Date on which it is under an obligation to make a payment under this Section N, make such arrangements as will ensure that the payment is credited to the Collection Account as soon as practicable and in any event no later than the end of the Business Day on that Payment Date.

8.1.2 Each BSC Debtor shall ensure all remittances by its bank to the Collection Account shall be remittances for value on the relevant Payment Date.

8.2 FAA’s responsibilities

8.2.1 As soon as practicable and in any event not later than 11.00 hours on the first Business Day following each Payment Date the FAA shall find out whether all amounts required to be credited to the Collection Account on such Payment Date have been so credited.

8.2.2 As soon as practicable and in any event not later than 11.00 hours on the first Business Day following each Payment Date the FAA shall take such action as is required to ensure that all amounts credited to the Collection Account on such Payment Date in accordance with paragraph 8.1 have been remitted to the Clearing Account.

8.2.3 As soon as practicable and in any event not later than 11.00 hours on the first Business Day following each Payment Date the FAA shall reconcile the actual amounts credited to the Collection Account and remitted to the Clearing Account on or before 11.00 hours on the first Business Day following each Payment Date and the aggregate of such amounts.

8.3 Non-payment

8.3.1 If any BSC Debtor becomes aware that a payment for which it is responsible will not be credited to the Collection Account by the end of the Business Day on the relevant Payment Date, it will immediately notify the FAA of the non-payment and the reasons thereof.

8.3.2 The FAA shall, as soon as it becomes aware that a payment has not or will not be credited to the Collection Account or remitted to the Clearing Account on the relevant Payment Date, use its reasonable endeavours to establish the reason.

8.4 Excess payments

8.4.1 If by 11.00 hours on the Business Day following any Payment Date the FAA receives from a BSC Debtor a payment in excess of the amount notified to that BSC Debtor pursuant to paragraph 7.1 in respect of that Payment Date, or amounts greater than the amounts notified pursuant to paragraph 7.1. 5 have been credited to the Clearing Account, the FAA shall use its reasonable endeavours to ascertain the nature of the excess payment, to calculate the entitlement to such payment and to instruct the BSC Banker by 16.00 hours that day to credit the relevant BSC Debtor's Settlement Account or (if so requested by the BSC Debtor) the Reserve Account or such other account authorised by BSCCo.

8.4.2 Any Payment Party who instructs its bank to make a payment in excess of the amount owing by that Payment Party on any Payment Date shall simultaneously with giving such instructions advise the FAA in writing of the amount of the excess payment providing a description of what that Payment Party considers the excess payment relates to.

8.5 Payment to BSC Creditors

8.5.1 By no later than 15.00 hours on each Payment Date, the FAA shall:

(a) estimate the aggregate amounts which will be credited to the Collection Account in accordance with paragraph 8.1;

(b) subject to paragraph 8.5.4, on the basis of such estimate, calculate the amounts available for payment by the BSC Clearer to BSC Creditors, taking account of paragraph 2.7 and anticipating the steps (where relevant) in paragraph 9.2, on that Payment Date;

(c) for the purposes of paragraph 8.5.4, determine, by reference only to the amounts which have by that time on the Payment Date already been credited to the Collection Account:

(i) the amount (if any) which would be required to be drawn on the Credit Facility in order to enable full payment to be made of the amounts due to BSC Creditors;

(ii) whether, and if so the amount (“possible shortfall amount”) by which, the amount in paragraph (i) exceeds the amount then remaining available to make a Drawing;

after allowing for any amounts which the FAA is satisfied will be paid into the Clearing Account on the Payment Date pursuant to paragraphs 9.2.2 (b) and (c).

8.5.2 Subject to paragraph 8.5.4, as soon as practicable and not later than 16.00 hours on the Payment Date the FAA shall arrange for the remittance from the Clearing Account to the relevant Settlement Accounts maintained by the BSC Creditors of the aggregate of amounts determined by the FAA to be available for payment to BSC Creditors and, if required, arrange for the transfer of amounts from the Reserve Account or (subject to paragraph 8.5.3) the Borrowing Account to the Clearing Account or vice versa.

8.5.3 Subject to paragraph 8.5.4, any differences between the amount of the FAA’s estimate under paragraph 8.5.1(a) and the aggregate amount actually credited to the Collection Account in accordance with paragraph 8.1 on the Payment Date shall be addressed by way of adjustment (later on the Payment Date) to the amount of any Drawing, and the FAA shall arrange for such adjustment to be made in respect of the transfer of any amount from the Borrowing Account to the Clearing Account or vice versa.

8.5.4 If the FAA determines that there is a possible shortfall amount, the FAA shall calculate the amounts under paragraph 8.5.1(b) assuming the reduction of payments (by the BSC Clearer to BSC Creditors) under paragraph 9.2.2(d) by an aggregate amount equal to the possible shortfall amount, and arrange remittances under paragraph 8.5.2 accordingly.

8.6 Prohibition on transfers

8.6.1 The FAA shall not at any time instruct the BSC Banker to transfer any sum from a BSC Account to another account (not being a BSC Account) unless that account is a Settlement Account or (in the case of erroneous payments to the BSC Clearer) with the authority of BSCCo and the relevant Payment Party concerned.

8.6.2 Notwithstanding paragraph 8.6.1, the FAA may instruct the BSC Banker to transfer monies between the Reserve Account and an Investment Account. Such instruction by the FAA to the BSC Banker shall only be made by the FAA upon receipt of a written instruction issued by BSCCo in accordance with paragraph 4.10.1.

8.6.3 For the avoidance of doubt the FAA shall not at any time instruct the transfer of any sum from an Investment Account(s) to any other account not being the Reserve Account.

8.7 Clearing of Clearing Account

8.7.1 Any amounts standing to the credit of the Clearing Account at the close of business on any Payment Date shall be transferred to the Reserve Account so that the balance in the Clearing Account shall at the end of such day be nil.

9. PAYMENT DEFAULT

9.1 General

9.1.1 For the purposes of this Section N:

(a) an "Amount in Default" is all or any part of any amount due and payable from a BSC Debtor to the BSC Clearer which is not remitted to the Collection Account by 23.59 hours on the relevant Payment Date and, at any time thereafter, together with interest payable by that Non-paying BSC Debtor pursuant to paragraph 9.4 and less any amounts paid or recovered (as defined in paragraph 9.3.1) in respect thereof at that time;

(b) a "Drawing" is a drawing on the Credit Facility by the FAA on behalf of the BSC Clearer and includes interest and banking charges charged to the BSC Clearer by the BSC Banker from time to time;

(d) the "VAT Element" means, in respect of any payment, part of that payment equal to the VAT that is chargeable on the taxable supply or deemed taxable supply for which the payment constitutes the consideration; and

(e) the "VAT Exclusive Element" means, in respect of any payment, part of that payment equal to that payment less the VAT Element of that payment.

9.2 Affected Date

9.2.1 Paragraph 9.2.2 shall apply if, on any Payment Date (such date, in respect of the Settlement Day to which it relates, the "Affected Date"), the FAA has been notified by a Settlement Bank or it otherwise has reason to believe there will be an Amount in Default in respect of any BSC Debtor (the "Non-paying BSC Debtor").

9.2.2 Where this paragraph 9.2.2 applies, subject to paragraphs 8.5.4 and 9.2.5, the FAA shall, on behalf of the BSC Clearer, act in accordance with the following provisions (or whichever of them shall apply) in the order in which they appear, until the FAA is satisfied that the Clearing Account will clear to zero not later than the close of business on the Affected Date:

(a) if a Credit Facility is available to the BSC Clearer, the FAA shall make a Drawing by debiting the Borrowing Account and crediting the Clearing Account with a sum being the lesser of the Amount in Default and the amount available for drawing under the Credit Facility;

(b) if the FAA is satisfied that any Cash Cover provided by the Non-paying BSC Debtor will be paid into the Clearing Account in sufficient time to ensure that that Cash Cover can be applied to the Amount in Default by close of business on the Affected Date, the FAA shall debit the Reserve Account and credit the Clearing Account with a sum being the lesser of the Amount in Default (to the extent that it will not be covered by the amount borrowed by application of paragraph (a)) and that Cash Cover;

(c) if the FAA is satisfied that the proceeds of a call under the Letter(s) of Credit supplied by the Non-paying BSC Debtor will be paid into the Clearing Account in sufficient time to ensure that those proceeds can be applied to the Amount in Default by close of business on the Affected Date, the FAA shall make a call under the Letter of Credit(s) in a sum not exceeding the lesser of the Amount in Default (to the extent it will not be covered by the application of paragraph (a) or recovered by the application of paragraph (b)) and the available amount of such Letter(s) of Credit and the FAA shall cause the proceeds of such call to be paid into the Clearing Account; and

(d) if and to the extent that, notwithstanding application of the foregoing measures, it is not possible to credit an amount in cleared funds equal to the Amount in Default to the Clearing Account by close of business on the Affected Date, the FAA shall:

(i) on behalf of the BSC Clearer, reduce the VAT Exclusive Elements of the payments by the BSC Clearer to all BSC Creditors in proportion to the VAT Exclusive Element of the amounts payable to them by the BSC Clearer on and in respect of the Affected Date by an aggregate amount equal to the amount necessary to cover the VAT Exclusive Element of the Amount in Default (to the extent it will not be covered by the application of paragraph (a) or recovered by the application of paragraphs (b) or (c));

(ii) determine and pay the appropriate VAT Elements (if any) of the payments by the BSC Clearer to all BSC Creditors accordingly; and

(iii) (subject to paragraph 2.7) account for such reduction in the Ledger Accounts as amounts due and owing by the BSC Clearer to each BSC Creditor (a "Shortfall Creditor") whose payments were so reduced; and

(e) notify BSCCo and (in the case of action under paragraph (b) or (c)) the Non-paying BSC Debtor as soon as reasonably practicable of the action taken.

9.2.3 For the purposes of this paragraph 9, the amount of the reduction pursuant to paragraph 9.2.2(d) plus interest at the Default Interest Rate from time to time in respect of each Shortfall Creditor is a "Shortfall Amount".

9.2.4 It is acknowledged for the avoidance of doubt that the FAA may (for the purposes of paragraph 9.2.1) have reason to believe, before a given Payment Date, that there will on that Payment Date be an Amount in Default in respect of a BSC Debtor; and in such case the FAA may (if it is feasible to do so) take steps before such date to implement paragraph 9.2.2(b) or (c) on that date.

9.2.5 Where there is an Amount in Default on a Payment Date in respect of a BSC Debtor which is a Defaulting Party, the order in which the FAA shall act in accordance with the provisions (or whichever of them shall apply) of the sub-paragraphs of paragraph 9.2.2 shall be as follows: (b), (c), (a), (d) (and references therein to the application of prior paragraphs shall be construed accordingly).

9.3 Amount in Default

9.3.1 For the purposes of this Section N, an Amount in Default shall be "paid or recovered" on any Business Day, only if, and to the extent that:

(a) an amount has been paid to the BSC Clearer on that Business Day and applied by the FAA on behalf of the BSC Clearer to that Amount in Default; or

(b) it has been recovered from the Non-paying BSC Debtor on that Business Day by operation of set-off pursuant to paragraph 2.6; or

(c) it has been recovered from the Non-paying BSC Debtor on that Business Day by applying its Cash Cover or the proceeds of its Letter of Credit in accordance with this paragraph 9.

9.3.2 Any amount received from a Non-paying BSC Debtor shall be applied by the FAA on behalf of the BSC Clearer in or towards Amounts in Default payable by the Non-paying BSC Debtor to the BSC Clearer on each successive Payment Date in respect of which there is an outstanding default, with the longest outstanding default being settled first, and where a day is a Payment Date for more than one Settlement Day, with the default in respect of the earliest Settlement Day being settled first.

9.3.3 As soon as any portion of an Amount in Default (whether attributable to principal or interest) is paid or recovered, the FAA on behalf of the BSC Clearer shall:

(a) first, apply the proceeds to the Drawing;

(b) secondly, apply the VAT Exclusive Element of any remaining proceeds to (and in proportion to) the VAT Exclusive Elements of the Shortfall Amounts or the Default Share Amounts (in accordance with paragraph 9.6.8 below) in relation to that Amount in Default; and

(c) determine and pay the amount of VAT (if any) attributable to amounts paid pursuant to paragraph 9.3.3(b) accordingly.

9.3.4 Consistent with paragraph 9.3.3, for the purposes of determining amounts payable pursuant to paragraphs 9.5.2 and 9.5.3, references in those paragraphs to certain amounts shall be construed as follows:

(a) in the context of the payment or recovery of all or part of an Amount in Default from a Non-paying BSC Debtor (including payment or recovery by debiting the Reserve Account or making a call under a Letter of Credit), such references are to both the VAT Element and the VAT Exclusive Element of that amount;

(b) in the context of the application of an amount so paid or recovered (including application by way of crediting the Borrowing Account, or payment to Shortfall Creditors):

(i) such references are to the VAT Exclusive Element of that amount;

(ii) the amount of VAT (if any) attributable to amounts so applied shall be separately determined.

9.4 Interest

9.4.1 Each Non-paying BSC Debtor shall pay to the account of the BSC Clearer interest from time to time (after as well as before judgment) calculated on a compound basis by applying the prevailing Default Interest Rate on a daily basis to the part of the Amount in Default (as compounded) not covered by a Drawing from the due date up to (but not including) the day of its payment or recovery from the Non-paying Debtor.

9.4.2 The Implementation Date for the application of compound interest pursuant to paragraph 9.4.1 shall be the Go-live Date.

9.5 D+1

9.5.1 Subject to paragraph 9.6.2A, paragraphs 9.5.2 to 9.5.4 (inclusive) shall apply if:

(a) the FAA on behalf of the BSC Clearer reduced payments to BSC Creditors in accordance with paragraph 9.2.2 (d); and

(b) the Amount in Default is not paid in full by the Non-paying Debtor and/or recovered by operation of set-off pursuant to paragraph 2.6 by the Business Day after the Affected Date ("D+1").

9.5.2 Where this paragraph 9.5.2 applies, the FAA shall, on behalf of the BSC Clearer, not later than the close of business on D+1 act in accordance with the following provisions (or whichever of them shall apply) in the order in which they appear:

(a) debit the Reserve Account with a sum being the lesser of the Amount in Default (including interest at the Default Interest Rate) and that Non-paying BSC Debtor’s Cash Cover and credit the Settlement Accounts (and the ledger accounts) of the Shortfall Creditors with that sum, in proportion to their respective Shortfall Amounts; and

(b) if, after the application of paragraph (a), there remains any Shortfall Amounts:

(i) make a call under the Non-paying BSC Debtor’s Letter of Credit in a sum not exceeding the lesser of the Amount in Default (including interest due pursuant to paragraph 9.4) and the available amount of such Letter(s) of Credit; and

(ii) cause the proceeds of such call to be paid forthwith into the Reserve Account.

9.5.3 On the next Business Day following receipt of such proceeds under a Letter of Credit in accordance with paragraph 9.5.2 (b), the FAA shall pay on behalf of the BSC Clearer such amounts as have been credited to the Reserve Account to the Shortfall Creditors in full or (as the case may be) in proportion to their respective Shortfall Amounts, except where paragraph 9.6.8 applies.

9.5.4 Where paragraphs 9.5.2 to 9.5.4 apply, the FAA shall promptly notify Shortfall Creditors and BSCCo and (where it takes action under paragraph 9.5.2) the Non-paying BSC Debtor.

9.6 D+2

9.6.1 Subject to paragraph 9.6.2A, paragraph 9.6.2 shall apply if:

(a) the FAA on behalf of the BSC Clearer has made a Drawing pursuant to paragraph 9.2.2 (a); and

(b) the Amount in Default is not paid in full by the Non-paying Debtor and/or recovered by operation of set-off pursuant to paragraph 2.6 by the second Business Day after the Affected Date ("D+2").

9.6.2 Where this paragraph 9.6.2 applies, the FAA shall, on behalf of the BSC Clearer, not later than 15.30 hours on D+2, act in accordance with the following provisions (or whichever of them shall apply) in the order in which they appear until the BSC Clearer has available sufficient funds in the Clearing Account to repay the Drawing to the BSC Banker:

(a) debit the Reserve Account with a sum being the lesser of the Amount in Default (including interest due pursuant to paragraph 9.4) and that Non-paying BSC Debtor’s Cash Cover and credit the Borrowing Account with that sum; and

(b) if, after the application of paragraph (a), there remains an amount due and owing by the BSC Clearer to the BSC Banker, the FAA on behalf of the BSC Clearer shall:

(i) make a call under the Non-paying BSC Debtor’s Letter(s) of Credit in a sum not exceeding the lesser of the Amount in Default (including interest due pursuant to paragraph 9.4) and the available amount of such Letter(s) of Credit; and

(ii) cause the proceeds of such call to be paid forthwith into the Borrowing Account.

9.6.2A Where (on the Affected Date) the Non-paying Debtor was a Defaulting Party:

(a) paragraphs 9.6.1 and 9.6.2 shall apply on the basis that the reference in paragraph 9.6.1(b) to the second Business Day after the Affected Date is to the first Business Day after the Affected Date (and references to D+2 shall be construed accordingly);

(b) the FAA shall act in accordance with paragraph 9.6.2 (on such basis) before acting in accordance with paragraph 9.5.2 (if applicable).

9.6.3 Subject to paragraph 9.6.3A and paragraph 9.6.3B, paragraph 9.6.4 shall apply if:

(a) the FAA on behalf of the BSC Clearer made a Drawing pursuant to paragraph 9.2.2(a), and the BSC Banker has not been repaid in full pursuant to paragraph 9.6.2; or

(b) the FAA on behalf of BSC Clearer reduced payments to BSC Creditors in accordance with paragraph 9.2.2(d), and the Shortfall Amounts have not been paid or credited to the Shortfall Creditors in full pursuant to paragraph 9.5.3

in either case, by 17.00 hours on D+2.

9.6.3A Where:

(a) the Non-paying BSC Debtor has provided Cash Cover but for any reason the Reserve Account has not yet been debited in accordance with paragraph 9.5.2(a) or 9.6.2(a), and/or

(b) the Non-paying BSC Debtor has provided Letter(s) of Credit, the FAA has (in accordance with paragraph 9.5.2(b) or 9.6.2(b)) made call(s) thereon which have not yet been paid, but the FAA has no reason to believe such call(s) will not be paid; and

(c) the sum of the available amount of such Cash Cover and/or (otherwise uncalled) amounts of such Letter(s) of Credit subject to such call is sufficient to enable the outstanding Amount in Default to be paid or recovered,

the FAA, with the approval of BSCCo, may defer acting in accordance with paragraph 9.6.4 for a period not exceeding three Business Days; and accordingly where this paragraph 9.6.3A applies the reference in paragraph 9.6.3 to D+2 shall be a reference to such later day as the FAA shall determine, not being later than five Business Days after the Affected Date.

9.6.3B Where:

(a) the Non-paying BSC Debtor has received an Advice Note in respect of a Notification Date which is also a Quarter Date pursuant to paragraph 7.1.5(b); and

(b) the aggregate amount payable in respect of that Advice Note is less than the Advice Note Threshold Limit,

the FAA, with approval of BSCCo, may defer acting in accordance with paragraph 9.6.4 for a period not exceeding thirteen Business Days; and accordingly where this paragraph 9.6.3B applies the reference in paragraph 9.6.3 to D+2 shall be a reference to such later day as the FAA shall determine, not being later than fifteen Business Days after the Affected Date.

9.6.4 Where this paragraph 9.6.4 applies, the FAA shall:

(a) determine the VAT Exclusive Element of the Amount in Default (including all interest accrued thereon) which has not been paid or recovered;

(b) determine for each Payment Party other than Virtual Lead Parties and the Non-paying BSC Debtor the amount (the "Default Share Amount") of that Payment Party’s Annual Funding Share (on a default basis, for the month in which the Affected Date fell) of that VAT Exclusive Element of the Amount in Default;

(c) in good time (in accordance with BSCP301) for the relevant Payment Parties to give instructions for payments to be effected on the Default Payment Date, despatch to BSCCo and each Payment Party other than the Non-paying BSC Debtor an Advice Note showing the amount or amounts (as applicable to that Payment Party) determined under paragraph 9.6.5 below increased to take VAT into account; and

(d) notify BSCCo, the Panel and each Payment Party.

9.6.5 The amounts are:

(a) for each Payment Party, the Default Share Amount; and

(b) for each Shortfall Creditor:

(i) the VAT Exclusive Element of the outstanding Shortfall Amount (including interest applied at the Default Interest Rate for each day on a compounded basis from and including the Affected Date to, but excluding, the Default Payment Date (as defined below)); and

(ii) the difference between the amounts under paragraph (a) and paragraph (b)(i).

9.6.6 Each Payment Party shall be liable to pay or (where the amount under paragraph 9.6.5(b)(i) is greater than the amount under paragraph 9.6.5(a)) entitled to receive the amount set out in the relevant Advice Note calculated in accordance with paragraph 9.6.5 (a) or if applicable, paragraph 9.6.5(b)(ii), on the second Business Day (the "Default Payment Date") after the date of the Advice Note and any payment made by a Payment Party to the BSC Clearer in accordance with this paragraph is a limited recourse loan on which interest is payable and which is repayable only to the extent set out in paragraph 9.6.8.

9.6.7 The provisions of paragraphs 8 and 9 shall apply to the making of payments under paragraph 9.6.6 and Payment Parties who fail to pay the amount in the Advice Note by the Default Payment Date shall be Non-paying BSC Debtors.

9.6.8 If, after despatching Advice Notes under paragraph 9.6.4(c):

(a) any portion of the Amount in Default attributable to principal is paid or recovered, the FAA on behalf of the BSC Clearer shall distribute the VAT Exclusive Element (increased by an amount in respect of VAT if applicable) of such amounts to Payment Parties in their Annual Funding Shares (as referred to in paragraph 9.6.4(b)); or

(b) any portion of the Amount in Default attributable to interest is paid or recovered, the FAA on behalf of the BSC Clearer shall distribute such amounts to Payment Parties in their Annual Funding Shares (as referred to in paragraph 9.6.4(b)).

9.6.9 To the extent that the VAT Element of amounts received by the BSC Clearer (net of the VAT Element of amounts paid by the BSC Clearer) in respect of an Amount in Default under paragraph 9.6.6 are insufficient to repay that part of the Drawing (if any) representing the part of that Amount of Default that is attributable to VAT, BSCCo shall pay an amount equal to the excess into the Credit Facility.

9.6.10 Notwithstanding anything to the contrary herein, this paragraph shall apply if, on any Notification Date:

(a) any BSC Debtor is a Defaulting Party; and

(b) the FAA is reasonably satisfied that:

(i) the Credit Cover provided by that Defaulting Party will be insufficient to settle the Amount in Default (including interest due on that sum) of that Defaulting Party; and

(ii) there is no prospect of the Defaulting Party being in a position to settle any Amount in Default (including interest due on that sum) by the Payment Date

then, the FAA may, with the approval of BSCCo, on the basis that it is in the best interests of all BSC Parties not to incur Credit Facility interest in relation to the Amount in Default, immediately apply section 9.6.4 without needing to consider or follow the normal process set out in 9.5 , 9.6.1, 9.6.2, 9.6.2A and 9.6.3.

9.7 No liability

9.7.1 The BSC Clearer shall have no liability in respect of any Shortfall Amount or Default Share Amount in accordance with this paragraph 9, save to the extent that the Amount in Default (including interest) is paid or recovered.

10. CONFIRMATION NOTICES IN RESPECT OF A PAYMENT DATE

10.1 Despatch of Confirmation Notices

10.1.1 Within two Business Days after each Payment Date the FAA shall, on behalf of the BSC Clearer, issue a Confirmation Notice to each Payment Party in respect of that Payment Date setting out the information required in paragraphs 10.2 and 10.3 and any other information, if any, required for the purposes of any VAT and relevant legislation.

10.2 Information – Imbalance Parties

10.2.1 The information required on a Confirmation Notice in respect of each Imbalance Party is as follows:

(a) the identity of the Imbalance Party;

(b) the amount (inclusive of an amount in respect of VAT) received in, or paid out of, the Clearing Account on the relevant Payment Date by the FAA on behalf of the BSC Clearer in respect of Trading Charges incurred or received by that Imbalance Party;

(c) the amount received in, or paid out of, the Clearing Account on the relevant Payment Date by the FAA on behalf of the BSC Clearer in respect of Trading Charges incurred or received by that Imbalance Party, exclusive of VAT;

(d) the amount in respect of VAT received in, or paid out of, the Clearing Account on the Payment Date by the FAA on behalf of the BSC Clearer in respect of Trading Charges incurred or received by that Imbalance Party and the applicable rate at which such VAT is calculated, and where the Imbalance Party is not liable to VAT, the Confirmation Notice shall state that and indicate that the Imbalance Party must account for VAT; and

(e) the VAT number and two digit country code for the Imbalance Party.

10.3 Information - NETSO

10.3.1 The information required on a Confirmation Notice in respect of the NETSO is as follows:

(a) the total amount (inclusive of an amount in respect of VAT) received in, or paid out of, the Clearing Account on the relevant Payment Date by the FAA on behalf of the BSC Clearer in respect of Daily System Operator Cashflow incurred or received by the NETSO;

(b) the amount received in, or paid out of, the Clearing Account on the relevant Payment Date by the FAA on behalf of the BSC Clearer in respect of System Operator Cashflow incurred or received by the NETSO, exclusive of VAT; and

(c) the amount in respect of VAT received in, or paid out of, the Clearing Account on the Payment Date by the FAA on behalf of the BSC Clearer in respect of System Operator Cashflow incurred or received by the NETSO and the applicable rate at which such VAT is calculated.

11. PAYMENT ERRORS

11.1 Overpayments

11.1.1 If, for any reason whatsoever, a Payment Party receives from the BSC Clearer on any Payment Date a payment in excess of the amount it is entitled to (an "overpayment"):

(a) the Payment Party shall forthwith on becoming aware of the overpayment notify the FAA of the amount of the overpayment;

(b) the FAA shall (if it has received notice from the BSC Banker or otherwise of the overpayment and the Payment Party has not already notified it) forthwith notify the Payment Party of the amount of the overpayment in writing; and

11.1.2 For the purposes of this paragraph 11:

(a) the "overpayment notification date" is the day on which a Payment Party notified the FAA or the FAA notified a Payment Party of an overpayment;

(b) the "repayment date" is a Business Day falling two Business Days after the overpayment notification date; and

11.1.3 Not Used.

11.1.4 A Payment Party shall not be liable to pay interest on all or any part of an overpayment if and to the extent that:

(a) an amount has been paid to the BSC Clearer on the repayment date and applied by the FAA on behalf of the BSC Clearer to that overpayment; and/or

(b) it has been recovered from that Payment Party on or before the repayment date by operation of set-off pursuant to paragraphs 2.6 and 11.1.2(c).

11.1.5 All interest and banking charges properly due from the BSC Clearer to the BSC Banker as a result of an overpayment shall be paid by BSCCo on behalf of the BSC Clearer on the date the interest and/or banking charges is payable to the BSC Banker.

11.2 Failure to repay overpayments

11.2.1 Paragraph 11.2.2 shall apply if on the repayment date an overpayment has not been repaid in full and/or recovered by operation of set-off pursuant to paragraphs 2.6 and 11.1 2(c).

11.2.2 Where this paragraph 11.2.2 applies, the FAA shall, on behalf of the BSC Clearer, act in accordance with the following provisions (or whichever of them shall apply) in the order in which they appear until the BSC Clearer has available sufficient funds in the Clearing Account on the repayment date to repay the amount of the Drawing to the BSC Banker:

(a) debit the Reserve Account with a sum being the lesser of the overpayment and the relevant Payment Party's Cash Cover and credit the Borrowing Account with that sum; and

(b) if, after the application of paragraph (a), there remains an amount due and owing by the BSC Clearer to the BSC Banker, the FAA on behalf of the BSC Clearer shall:

(i) make a call under the relevant Payment Party's Letter(s) of Credit in a sum not exceeding the lesser of the overpayment and the available amount of such Letter(s) of Credit; and

(ii) cause the proceeds of such call to be paid forthwith into the Borrowing Account; and

(c) if and to the extent that, notwithstanding application of the foregoing measures, it is not possible to credit an amount in cleared finds equal to the overpayment to the Borrowing Account, apply paragraphs 9.6.4 to 9.6.8 (inclusive) as if references to "overpayments" were substituted for "Amount in Default" and references to interest were to interest in accordance with paragraph 11.2.3.

11.2.3 If a Payment Party does not repay any overpayment (or part thereof) on the repayment date, it shall pay interest from time to time (after as well as before judgment) at the Default Interest Rate on that overpayment (or part thereof) from the repayment date until the day of its payment.

11.2.4 Paragraph 9.3.3 shall apply to overpayments as if references to "overpayments" were substituted for "Amount in Default".

11.3 Underpayments

11.3.1 If, for any reason whatsoever, a BSC Creditor does not receive on the relevant Payment Date the full amount it is entitled to (an "underpayment"):

(a) that BSC Creditor shall forthwith on becoming aware of any underpayment notify the FAA of the amount of the underpayment;

(b) the FAA after consultation with the BSC Banker and on behalf of the BSC Clearer shall use all reasonable endeavours to promptly to correct the underpayment; and

(c) the FAA on behalf of the BSC Clearer shall pay interest equal to the amount of interest earned by the BSC Clearer as a result of such underpayment to such BSC Creditor.

12. ENFORCEMENT OF CLAIMS

12.1 Duties of FAA

12.1.1 Except as otherwise expressly provided in this Section N and Section M, neither the FAA nor the BSC Clearer shall be required to ascertain or enquire as to the performance or observance by any Payment Party of its obligations under the Code and neither shall have a duty to inform the Panel or Payment Party of any default, other than a failure to pay, as may come to its attention.

12.2 Action to recover Default Share Amounts

12.2.1 Where a Payment Party has failed to make a payment required under this Section N and pursuant to paragraph 9.6.6 Payment Parties have borne Default Share Amounts of the Amount in Default, BSCCo shall, if the Panel so decides but not otherwise, institute proceedings on behalf of the BSC Clearer against the Non-paying BSC Debtor for the recovery of the Amount in Default and interest thereon.

12.2.2 The Panel shall make a decision for the purposes of paragraph 12.2.1 after consultation with the Payment Parties (other than the Non-paying BSC Debtor) and no later than twenty eight days after the Affected Date, and shall notify its decision to the Payment Parties.

12.2.3 Where the Panel decides that BSCCo should institute proceedings against a Non-paying BSC Debtor:

(a) BSCCo shall institute and prosecute such proceedings with all reasonable diligence;

(b) such proceedings may be instituted by the FAA (if so agreed with BSCCo) on behalf of the BSC Clearer; and

(c) BSCCo shall keep the Panel informed of the progress of such proceedings, and shall not settle or discontinue the same without the Panel’s approval.

12.2.4 Where it appears to BSCCo (on the recommendation of the FAA or otherwise) that any interim proceedings or other step should be taken, in relation to the Non-paying BSC Debtor, in order to protect the interests of the BSC Clearer and/or Payment Parties pending the decision of the Panel under paragraph 12.2.2, BSCCo shall take or instruct the FAA to take such interim proceedings or step on behalf of the BSC Clearer, after consulting where time permits with the Panel Chair.

12.2.5 If the Panel decides under paragraph 12.2.2 that BSCCo should not institute proceedings, or does not make a decision by the time required under that paragraph, or later decides that any such proceedings should be discontinued, the BSC Clearer shall upon the written request of any Payment Party that it wishes to institute proceedings or take any action to recover its Default Share Amount together with interest at the Default Interest Rate:

(a) assign to the requesting Payment Party a part of the Amount in Default equal to that Party's Default Share Amount; and

(b) if that Payment Party shall so request, at the sole cost of that Payment Party and upon such terms (as to indemnity from that Payment Party, payment in advance in respect of costs, and otherwise) as the Panel may require, institute or maintain on behalf of that Payment Party proceedings against the Non-paying BSC Debtor for recovery of its Default Share Amount.

12.2.6 Subject to paragraph 12.2.1, BSCCo on behalf of the BSC Clearer may take any other steps to recover payment from any Non-paying BSC Debtor, including proving in its insolvency, unless the Panel otherwise directs.

13. LEDGER ACCOUNTS

13.1 Maintenance of Ledger Accounts

13.1.1 The FAA shall maintain ledger accounts showing all amounts payable and receivable by each Payment Party and the BSC Clearer according to calculations made and notifications issued by the FAA pursuant to this Section N.

13.2 Ledger extracts

13.2.1 Each Payment Party shall be entitled to receive a quarterly extract of the ledger account which is relevant to it showing all amounts debited and credited to its account provided that if a Payment Party so requests of the FAA, it shall be entitled to receive a monthly extract of such ledger account.

13.3 Certified copy extracts

13.3.1 In the event of any enforcement proceedings being brought against a Non-paying BSC Debtor pursuant to paragraph 12.2.3, the FAA shall forthwith upon request being made to it at the cost of the requesting Payment Parties provide a certified copy of an extract of the ledger accounts sufficient to establish the details of each Default Share Amount in respect of which those Payment Parties will have a claim against the Non-paying BSC Debtor upon assignment of that Default Share Amount by the BSC Clearer to those Payment Parties.

13.4 Confidentiality

13.4.1 The ledger accounts maintained by the FAA shall be kept confidential from the Panel and from all Payment Parties except as required:

(a) pursuant to paragraph 13.2 or 13.3; or

(b) for the purposes of calculating the amount of Energy Credit Cover to be provided by an Imbalance Party or monitoring or enforcing compliance by an Imbalance Party with its obligations with respect to the provision and maintenance of Credit Cover; or

13.5 Information

13.5.1 Any extract of a ledger account of any other records, data or information provided pursuant to paragraph 13.2 or paragraph 13.4 (collectively referred to in this paragraph 13 as the "information") shall, save in the case of manifest error, be deemed prima facie evidence of its contents.

13.6 Review of extracts

13.6.1 Each Payment Party shall promptly review all extracts of ledger accounts sent to it and shall (without prejudice to any of its rights under the Code) where practicable within ten Business Days after receiving such information notify the FAA of any errors on the face of such account of which it is aware or, if it is not aware of any such errors on the face of the extracts, so notify the FAA.

13.7 Dispute of accuracy

13.7.1 If the FAA at any time receives a notice disputing the accuracy of any ledger account, records, data or information, it shall consult with the Payment Party who gave the notice and each shall use all reasonable endeavours to agree the information.

AMENDMENT RECORD – SECTION N

Section N

Version 21.0

Effective Date: 07 November 2024

Modification Proposal	Decision Date	Implementation Date	Version
P473	17/09/2024	07/11/24	21.0
P415	06/10/23	07/11/24	21.0
P450	12/01/23	23/02/23	20.0
P445	13/10/22	17/11/22	19.0
P438	14/07/22	15/07/22	18.0
P433 Self Governance	13/01/22	30/06/22	17.0
P375	24/02/21	30/06/22	17.0
P369	24/09/18	29/03/19	16.0
P344	24/08/18	28/02/19	15.0
P337 Self-Governance	14/04/16	03/11/16	14.0
P249	26/05/10	03/06/10	13.0
P248	05/02/10	12/02/10	12.0
P235	02/07/09	06/07/09	11.0
P214	24/01/08	06/11/08	10.0
P179	09/02/05	23/02/05	9.0
P170	29/11/04	06/12/04	8.0
P152	30/04/04	05/07/04	7.0
P127	22/12/03	15/03/04	6.0
P126	18/07/03	08/08/03	5.0
P61	28/08/02	10/12/02	4.0
P39	11/06/02	12/08/02	3.0
P46	14/05/02	22/05/02	2.0

SECTION O: COMMUNICATIONS UNDER THE CODE

1. GENERAL

1.1 Introduction

1.1.1 This Section O sets out:

(a) an outline of the arrangements for Communications under the Code; and

(b) in relation to certain Communications between Parties and certain BSC Agents:

(i) requirements to be complied with by Parties and Party Agents in order to be able to send certain Communications to BSC Agents and ensure that certain Communications are received;

(ii) requirements as to the forms of certain Communications between Parties or Party Agents and BSC Agents;

(iii) the basis on which certain Communications will be treated as received by a Party or BSC Agent for the purposes of the Code.

1.1.2 In this Section O references to a Party do not include BSCCo or BSC Clearer. In this Section O references to a Party Agent do not include SVA Meter Operator Agents.

1.1.3 For the purposes of this Section O:

(a) "Communication" means any communication (including any notification, application, request, approval, acceptance, rejection, report or other data submission or data transfer) to be sent and received under the Code, and includes (where the context admits) the data flow and content comprised in such communication;

(b) "Communications Medium" means a particular method of transmitting Communications, including telefax, e-mail, telephone or other electronic communications system (and includes the Managed Data Network as defined in paragraph 1.4.1);

(c) a "Data Catalogue" is a document (or combination of documents) of that title, as established or adopted and from time to time modified by the Panel in accordance with the Code, containing a catalogue of certain Communications, specifying for each such Communication:

(i) the definition of the data items comprised in the Communication;

(ii) the format of the Communication;

(iii) in certain cases, the Communications Medium or alternative Communications Medium by which such Communication may be sent;

(iv) any other requirements as to the form of the Communication.

1.1.4 Data Catalogues are Code Subsidiary Documents.

1.2 Communications

1.2.1 Subject to any other specific provision of the Code, and subject to paragraph 1.2.2 and 1.2.3, the arrangements and requirements (including terms as to when the sending or receipt of a Communication is effective) which apply in relation to the various kinds of Communications are as follows (in each case where applicable to any Communication):

(a) Communications between (1) any Party and (2) the Panel, BSC Clearer (but not the FAA on its behalf) or subject to paragraph 1.2.3 BSCCo, are to be made in accordance with Section H9.2;

(b) Communications between the NETSO and a Party pursuant to Section Q are governed by the Grid Code as provided in Section Q;

(c) Communications between (1) Parties (including for the avoidance of doubt the NETSO pursuant to Section Q) or Party Agents and (2) BSC Agents (not including SVA Communications except as provided in paragraph 2.1.1(b)) are to be made in accordance with the further provisions of this Section O;

(d) SVA Communications are to be made in accordance with paragraph 1.4 (and with the further provisions of this Section O, if and to the extent applicable in accordance with paragraph 2.1.1(b));

(e) the arrangements for making communications between BSC Agents and/or between BSC Agents and Market Index Data Providers shall be contained in the relevant BSC Service Descriptions, BSC Agent Contracts, Market Index Data Provider Contracts and/or BSC Procedures or otherwise as established or approved by the Panel;

(f) unless otherwise provided in the Code, any other Communications between Parties are to be made in accordance with Section H9.2.

1.2.2 A Communication may be made by being posted on the BMRS or (where to be made by BSCCo or the Panel) by being placed on the BSC Website, in a case where any other provision of the Code expressly so provides.

1.2.3 BSCCo may arrange with any BSC Agent to send and receive Communications by any of the Communications Mediums by which Communications are made between that BSC Agent and Parties.

1.3 Data Catalogue

1.3.1 Unless the Panel otherwise approves, any Communication which is specified in a Data Catalogue shall be sent and received in the form and format and using the Communications Medium (where specified) and otherwise in accordance with the requirements set out in that Data Catalogue (or where the Data Catalogue provides options, in accordance with one of the options), but subject as provided in paragraph 1.2.3.

1.4 SVA Communications

1.4.1 For the purposes of the Code:

(a) the "SVA Data Catalogue" is the Data Catalogue of that title (including a data interfaces document) relating to certain Communications between SVA data parties;

(b) "SVA Communication" means any Communication which is specified in the SVA Data Catalogue or another Code Subsidiary Document as a Communication to be made using the Managed Data Network or an alternative approved method of SVA data transfer;

(c) "SVA data parties" means Suppliers, Supplier Agents, SMRAs, BSCCo, the SVAA and the Teleswitch Agent (but does not include the Profile Administrator or the TAA for SVA Metering Systems);

(d) the "Managed Data Network" is any third party service approved as such from time to time by the Panel for the purposes of transfers of data relating to Supplier Volume Allocation between inter alia SVA data parties;

(e) references to an alternative approved method of SVA data transfer are to such alternative method or methods of data transfer as the Panel may approve for the purposes of transferring data to and from SVA data parties in connection with Supplier Volume Allocation and/or SMRS.

1.4.2 SVA Communications shall be sent and received by the relevant SVA data parties using the Managed Data Network or an alternative approved method of SVA data transfer.

1.4.3 The BSC Agent Contract for the SVAA shall provide for the SVAA to have access to the Managed Data Network and to comply with the requirements of any Code Subsidiary Document in respect of transfers of data using the Managed Data Network, or for an alternative approved method of SVA data transfer, provided that the Panel shall not, save in exceptional circumstances, approve an alternative method of SVA data transfer if the charges for transferring data by that method will exceed the charges for using the Managed Data Network.

1.4.4 Each Supplier shall procure that:

(a) each Supplier Agent for which it is responsible complies with the relevant requirements of applicable BSC Procedures in respect of transfers of data to and from SVA data parties, including the sending of data in accordance with the SVA Data Catalogue;

(b) without prejudice to paragraph (a), except to the extent otherwise specified by the Panel, procure that each such Supplier Agent uses the Managed Data Network or an alternative approved method of SVA data transfer.

1.4.5 Where applicable (in accordance with paragraph 2.1.1(b)) the further provisions of this Section O shall apply (unless in conflict with this paragraph 1.4) in relation to SVA Communications.

2. SCOPE AND INTEPRETATION

2.1 Application of further provisions of this Section O

2.1.1 The further provisions of this Section O apply in relation to:

(a) Communications, other than SVA Communications, to be made between:

(i) Parties or Party Agents other than Supplier Agents, and

(ii) BSC Agents; and

(b) SVA Communications which are to be made using an alternative approved method of SVA data transfer;

and references to "Communications" and to "BSC Agents" in the further provisions of this Section O shall be construed accordingly; and further references to this Section O are to the further provisions of this Section O.

2.1.2 This Section O shall apply in relation to each Party's Party Agents, and each Party shall be responsible for ensuring that its Party Agents send and receive Communications in accordance with and otherwise comply with the requirements of this Section O; and accordingly, where the context admits, a reference in this Section O to a Party includes its Party Agents.

2.2 Interpretation

2.2.1 For the purposes of this Section O:

(a) in relation to a particular BSC Agent and one or more particular Communications Mediums a "Data File Catalogue" is a Data Catalogue applying in respect of Communications to be made between Parties and that BSC Agent by that or those Communications Medium(s);

(b) a "Communication Requirements Document" is a document or documents of that title, as established or adopted and from time to time modified by the Panel in accordance with the Code, containing detailed requirements for sending and receiving Communications between Parties and one or more BSC Agents using one or more than one Communications Medium(s);

(c) a "Party System" is the system or systems collectively which (or the use of which) a Party or (pursuant to paragraph 2.1.2) a Party Agent has or is required to have pursuant to paragraph 3.1.1;

(d) "Time Standard" means any time standard specified (in relation to a BSC Agent and Communications Medium) in the relevant Communication Requirements Document.

2.2.2 Where the same person acts in the capacity of more than one BSC Agent, the Panel may decide that a single Data File Catalogue shall apply in relation to that person.

2.2.3 Communications specified in a Data File Catalogue are to be sent and received in accordance with that Data File Catalogue and the further requirements of this Section O and any applicable Communication Requirements Document.

2.2.4 References in the further provisions of this Section O to Communications are to Communications which are specified in a Data File Catalogue.

2.3 Communication Requirements Document

2.3.1 Each Communication Requirements Document sets out, in relation to the BSC Agent and each Communications Medium to which it relates:

(a) a description and specification of the Communications Medium;

(b) requirements (if any) as to the system(s) which are required by a Party in order to send and receive Communications using that Communications Medium;

(d) any particular requirements applying to a Party where it wishes to modify its Party System;

(e) any security requirements (as further described in paragraph 3.4) applying in respect of the use of the Communications Medium by a Party;

(f) any further terms applying to the use of such Communications Medium by a Party;

(g) the basis on which (as further described in paragraph 4.2) it will be determined whether and when Communications sent using such Communications Medium are deemed to have been received;

(h) for the purposes of the matters in paragraph 4.2.2, the arrangements which exist within, or the configuration of, each relevant BSC Agent System, and the arrangements which are required to be a part of each Party System, for recording and logging and (in certain circumstances) acknowledging the sending and receipt of communications;

(i) the Time Standard applicable for the purposes in paragraph 4.2;

(j) details relating to planned BSC Agent downtime for the purposes of paragraph 4.3.

2.3.2 A Communication Requirements Document may specify any of the foregoing by reference to another Code Subsidiary Document.

2.3.3 Communication Requirements Documents are Code Subsidiary Documents.

3 PARTIES' OBLIGATIONS

3.1 Requirement to have a Party System

3.1.1 Each Party is required, at its expense, to ensure that:

(a) it has or has the use of, and

(b) it maintains and (where necessary under paragraph 3.3.3) upgrades,

a system or systems, which may include telecommunications facilities, other equipment, software and hardware, up to the interface with each Communications Medium or (as the case may be) BSC Agent System, in compliance with the applicable requirements of the applicable Communication Requirements Document, which enables the Party to send and receive Communications by the relevant Communications Medium and otherwise in the manner required by such Communication Requirements Document.

3.1.2 A Party may use its Party System for any purpose other than a purpose specified under the Code, provided that use does not affect the Party's ability to send Communications and the effective receipt of Communications in accordance with the requirements of this Section O.

3.2 Testing

3.2.1 Each Party shall submit to, and submit its Party System to, tests known as "network access tests" and "business process integration tests", as provided in the applicable Communication Requirements Document(s), in order to establish that:

(a) the Party System is compatible with the relevant Communication Medium;

(b) the Party is capable of sending and receiving Communications using the relevant Communication Medium and otherwise in accordance with the applicable Communication Requirements Document.

3.2.2 The provisions of the applicable Communication Requirements Document shall apply for the purposes of determining if and when a Party and its Party System have satisfied the tests referred to in paragraph 3.2.1.

3.2.3 Each Party is required to comply with paragraph 3.1.1(a) and to satisfy the tests in paragraph 3.2.1 before it is registered in CRS pursuant to Section A4.1.5.

3.3 Changes to Party Systems

3.3.1 A Party may modify its Party System at any time, provided that:

(a) the Party notifies its intention to modify its Party System to BSCCo if required to do so by the Communication Requirements Document;

(b) the modification does not affect the Party's ability to receive and send Communications; and

(c) the modification is made in compliance with the applicable requirements set out in the Communication Requirements Document.

3.3.2 A Party which modifies its Party System may be required to carry out such further testing (in accordance with paragraph 3.2.2) as may be specified in or determined in accordance with each Communication Requirements Document.

3.3.3 It shall be the responsibility of each Party to modify its Party System from time to time and to take any other steps, upon any change (in accordance with Section F) in any Data File Catalogue or Communication Requirements Document (including any change in a Communications Medium), so as to ensure that the Party and its Party System continues to comply with this Section O (and remains compatible with the Communications Medium).

3.4 Security

3.4.1 A Communication Requirements Document may specify, in relation to any particular Communication or in relation to the use of the relevant Communications Medium, requirements as to security of the Communication and/or Communications Medium, including by reference to any one or more of:

(a) passwords and security keys;

(b) firewalls at relevant gateways from and to which Communications will be sent and at which Communications may be received;

3.4.2 Each Party shall, but without prejudice to paragraph 4.1.3, take all reasonable steps to prevent unauthorised access to a Communication or Communications Medium and shall exercise care in the use of passwords and security keys in particular, to prevent unauthorised use of them.

3.4.3 If a Party becomes aware of a breach of security in relation to a Communication or Communications Medium, it shall promptly take such steps as may be required under the Communication Requirements Document in relation thereto, including notifying BSCCo and the relevant BSC Agent accordingly.

4 RULES AS TO COMMUNICATIONS

4.1 Form and effect of Communications

4.1.1 Parties shall send Communications using the applicable Communications Medium and in the format and in accordance with all other applicable requirements set out in the Data File Catalogue or other applicable Communication Requirements Document.

4.1.2 For the purposes of the Code a communication made by a Communications Medium and otherwise in accordance with the requirements specified in or pursuant to this Section O shall be a valid and effective Communication; and the Parties hereby confirm that they intend such communications to have legal effect for the purposes of the Code.

4.1.3 It shall be assumed that any person:

(a) using a Party's Party System, and

(b) where paragraph 3.4 applies, using the relevant identification, password, security key or authorisation or otherwise appearing to comply with the applicable security measures,

for the purposes of sending or receiving any Communication, is authorised to access and use the Party System and to send and receive Communications in the name of and on behalf of the Party; and any Communication so sent or received shall be considered to have been sent or received by that Party.

4.1.4 A Party may not send and shall not be entitled to receive a Communication by a means other than one required or permitted under this Section O, and must otherwise comply with the applicable requirements of this Section O in order to send Communications; and it is acknowledged that:

(a) where a Party does not comply with such requirements:

(i) the Party may be unable to send Communications;

(ii) a Communication sent to the Party in accordance with the requirements of paragraph 4.2.3 shall be properly sent and treated as received, notwithstanding that the Party may be unable to receive or access that Communication;

(b) where the Party attempts to send a Communication other than in accordance with such requirements, the Communication shall be treated as not having been sent and shall be of no effect.

4.2 Effective receipt of Communications

4.2.1 The Communication Requirements Document will specify, for the relevant Communications Medium and BSC Agent, and for all or particular Communications, the basis on which and time with effect from which a Communication is treated as received for the purposes of the Code.

4.2.2 In particular, in relation to Communications Mediums comprising electronic forms of communication, the Communication Requirements Document may specify:

(a) the equipment, to form part of the BSC Agent System and/or Party System (each referred to in this paragraph 4.2 as a " system"), by which, and the basis on which, the sending and/or receiving of a Communication is to be logged and recorded; and the basis on which such log or record is to be made available to any Party or other person for audit or other purposes;

(b) whether a Communication is treated as received for the purposes of the Code when logged as sent by the sender's system or as received by the receiver's system;

(c) whether the receiver's system will send an acknowledgement of receipt of a Communication and (if so) whether or not the sending of such acknowledgement of receipt is a condition to the Communication being treated as received for the purposes of the Code;

(d) any requirements applying where a message comprising a Communication is not properly received or is not accessible by the receiver, including any steps to be taken by the receiver and/or sender and whether the taking of or failure to take such steps has any effect in respect of the effective receipt of such Communication for the purposes of the Code;

(e) the basis on which (for the purposes of paragraph (b)) the time of sending or (as the case may be) receipt of a Communication will be logged, using the relevant Time Standard, where applicable.

4.2.3 It is agreed and acknowledged that (subject to paragraph 4.1.4(a)(ii)):

(a) Communications will be treated for the purposes of the Code as received (and as effective) by reference to and in accordance with the relevant arrangements and requirements specified in the Communication Requirements Document, and will not be treated as received other than in accordance with such arrangements and requirements; and

(b) where and to the extent that the Communication Requirements Document so specifies (and provides for arrangements and requirements which include a Time Standard for this purpose), the time with effect from which a Communications will be treated for the purposes of the Code as received will be the time determined in accordance with such arrangements and requirements and the Time Standard therein.

4.3 BSC Agent Downtime

4.3.1 Each Communication Requirements Document sets out, in relation to the relevant BSC Agent and Communications Medium:

(a) the basis on which the BSC Agent System or Communications Medium may be withdrawn (in whole or in part) from operation for maintenance or other purposes or may otherwise be unavailable; and

(b) terms as to the expected notice to be given of such withdrawal or unavailability and the expected duration of each such withdrawal or unavailability.

4.3.2 For the purposes of this Section O "planned BSC Agent downtime" means any period during which a BSC Agent's BSC Agent System or Communications Medium is withdrawn or unavailable in the circumstances referred to in paragraph 4.3.1.

4.3.3 During planned BSC Agent downtime, Parties will not be able or entitled to send or receive Communications to or from the relevant BSC Agent (and to that extent will not have use of or access to the relevant Communications Medium).

4.4 Other obligations

4.4.1 Each Party shall use reasonable endeavours to ensure that its use of any Communications Medium does not disrupt the use by other Parties of that or other Communications Mediums.

4.4.2 Parties shall not send Communications containing content which is illegal, immoral, pornographic, inciteful, defamatory or contrary in any way to applicable laws, practises and regulations.

AMENDMENT RECORD – SECTION O

Section O

Version 5.0

Effective Date: 1 September 2021

Modification Proposal	Ofgem Decision Date	Implementation Date	Version
P420	23/07/21	01/09/21	5.0
P369	24/09/18	29/03/19	4.0
P197	10/08/06	23/08/07	3.0
P78	09/09/02	11/03/03	2.0

SECTION P: ENERGY CONTRACT VOLUMES AND METERED VOLUME REALLOCATIONS

1. GENERAL

1.1 Introduction

1.1.1 This Section P sets out:

(a) the basis on which persons may be authorised by Contract Trading Parties to notify Energy Contract Volume Data and Metered Volume Reallocation Data:

(b) the basis on which Energy Contract Volume Data and Metered Volume Reallocation Data:

(i) may be notified on behalf of Contract Trading Parties and validated;

(ii) not used;

(iii) may be treated as refused or rejected in certain cases of Credit Default; and

(iv) will be aggregated in order to be taken into account in Settlement.

1.2 Authorisations - general

1.2.1 Energy Contract Volume Data and Metered Volume Reallocation Data may only be notified by an Energy Contract Volume Notification Agent and a Metered Volume Reallocation Notification Agent respectively in accordance with the provisions of this Section P and Section J.

1.2.2 A Contract Trading Party:

(a) shall not include in any ECVNA Authorisation or MVRNA Authorisation any qualification of or condition as to the authority of the relevant Energy Contract Volume Notification Agent or Metered Volume Reallocation Notification Agent, other than:

(i) the effective period; and

(ii) in the case of an ECVNA Authorisation submitted after the Relevant Implementation Date of Modification Proposal P309, an authorisation to submit only Replacement Energy Contract Volume Notifications or only Additional Energy Contract Volume Notifications under that ECVNA Authorisation;

(b) shall for the purposes of the Code be bound by, and may not challenge or dispute under or for the purposes of the Code:

(i) any Energy Contract Volume Notification or Metered Volume Reallocation Notification submitted by any Energy Contract Volume Notification Agent or Metered Volume Reallocation Notification Agent; and

(ii) any omission or failure to submit any Energy Contract Volume Notification or Metered Volume Reallocation Notification by any Energy Contract Volume Notification Agent or Metered Volume Reallocation Notification Agent

which has been authorised by that Contract Trading Party and whose authorisation remains effective at the relevant time in accordance with this Section P.

1.2.3 An ECVNA Authorisation or MVRNA Authorisation authorises the submission, while it is effective, of Energy Contract Volume Notifications or (as the case may be) Metered Volume Reallocation Notifications, irrespective of the period for which any such notification is to be in force; and accordingly such a notification will be and remain in force notwithstanding that the corresponding authorisation may cease to be effective.

1.2.4 Energy Contract Volume Notifications and Metered Volume Reallocation Notifications shall not be in force with respect to any Settlement Period for which, the Submission Deadline is before the time at which such notification is received (in accordance with Section O) by the Energy Contract Volume Aggregation Agent but subject to paragraphs 2.3.10, 3.3.10 and 5.

1.2.5 In respect of Clock Change Days for which Energy Contract Volume Notifications or Metered Volume Reallocation Notifications are submitted which do not take account of the Clock Change, the Energy Contract Volume Aggregation Agent will apply defaulting rules such as to ignore values submitted in respect of the third and fourth Settlement Periods of that Settlement Day (for a short Clock Change Day) and to repeat values submitted in respect of the third and fourth Settlement Periods of that Settlement Day (for a long Clock Change Day), or such other or supplementary defaulting rules as may be approved from time to time by the Panel and notified by BSCCo to Trading Parties and the NETSO.

1.3 Further provisions

1.3.1 An ECVNA Authorisation or MVRNA Authorisation shall be effective for the period commencing on the later of:

(a) the effective date specified in such authorisation, and

(b) the day following that on which the ECVAA gives notice of confirmation thereof pursuant to this Section P;

and ending on the last day, if specified, of its effectiveness, or otherwise continuing until such authorisation is terminated.

1.3.2 Unless it is not valid (pursuant to paragraph 2.3.4 or 3.3.4) or treated as refused (pursuant to paragraph 2.5.1 or 3.5.1), an Energy Contract Volume Notification or Metered Volume Reallocation Notification shall be in force (subject to paragraphs 1.2.4, 2.5.2 and 3.5.2) in respect of each Settlement Day within the period commencing on its Effective-from Date and ending on its Effective-to Date (if any) or otherwise continuing until and unless replaced pursuant to paragraph 2.3.5(a) or 3.3.5(a).

1.3.3 For the avoidance of doubt, the information that an Energy Contract Volume Notification or Metered Volume Reallocation Notification is not valid or is (pursuant to paragraph 2.5.1 or 3.5.1) treated as refused, may be given to the Relevant Contract Parties (pursuant to Section V) after its Effective-from Date but without prejudice to paragraphs 2.3.10 and 3.3.10.

1.3.4 Energy Contract Volume Data may have a positive or a negative value.

1.3.5 In relation to any ECVNA Authorisation or Energy Contract Volume Notification:

(a) subject to paragraph 1.4, the "Relevant Contract Parties" are the two Contract Trading Parties by whom the two Energy Contract Volume Notification Agents are to be appointed or (as the case may be) on whose behalf Energy Contract Volumes are notified;

(b) the "Energy (To) Account" is the Energy Account (of one Relevant Contract Party) to which Energy Contract Volume(s) are to be credited or from which Energy Contract Volume(s) are to be nullified;

(c) the "Energy (From) Account" is the Energy Account (of the other Relevant Contract Party) from which Energy Contract Volume(s) are to be debited or from which Energy Contract Volume(s) are to be nullified;

and accordingly where the Energy Contract Volume Data is positive an Energy Contract Volume Notification has the effect of transferring the relevant Energy Contract Volume from the Energy (From) Account of one Relevant Contract Party to the Energy (To) Account of the other Relevant Contract Party.

1.4 Single Relevant Contract Party

1.4.1 An ECVNA Authorisation and Energy Contract Volume Notifications may be submitted on behalf of a single Trading Party in the capacity of both Relevant Contract Parties, who may (by such a notification) transfer Energy Contract Volume(s) from one of its Energy Accounts to the other.

1.4.2 Any provisions of the Code which refer to both, or two, Relevant Contract Parties, or to either Relevant Contract Party, or which otherwise imply that there must be two Relevant Contract Parties, shall be construed so as to give effect to this paragraph 1.4.

1.5 Single Energy Contract Notification Agent or Single Metered Volume Reallocation Notification Agent

1.5.1 Where the same person is appointed as an Energy Contract Volume Notification Agent by each of the Relevant Contract Parties by an ECVNA Authorisation, the Energy Contract Volume Notification Agent so appointed shall submit Energy Contract Volume Notifications on behalf of each of the Relevant Contract Parties.

1.5.2 Where the same person is appointed as a Metered Volume Reallocation Notification Agent by each of the Lead Party and the Subsidiary Party by an MVRNA Authorisation, the Metered Volume Reallocation Notification Agent so appointed shall submit Metered Volume Reallocation Notifications on behalf of each of the Lead Party and the Subsidiary Party.

1.5.3 Any provisions of the Code which refer to both, or two, Energy Contract Volume Notification Agents or both, or two, Metered Volume Reallocation Notification Agents, or to either Energy Contract Volume Notification Agent or either Metered Volume Reallocation Notification Agent, or which otherwise imply that there must be two Energy Contract Volume Notification Agents or two Metered Volume Reallocation Notification Agents, shall be construed so as to give effect to this paragraph 1.5.

1.6 Suspension of contract volume notification

1.6.1 Where, for the purposes of any Contingency Provisions, the notification of contract volumes is to be suspended in relation to any Settlement Period:

(a) no Energy Contract Volume Notification shall be taken into account in Settlement as to any Energy Contract Volume Data which relates to that Settlement Period, and accordingly the Account Bilateral Contract Volume shall be zero for all Energy Accounts;

(b) no Metered Volume Reallocation Notification shall be taken into account in Settlement as to any Metered Volume Reallocation Data which relates to that Settlement Period, and accordingly the Metered Volume Fixed Reallocation and the Metered Volume Percentage Reallocation shall be zero for all BM Units and Subsidiary Energy Accounts;

(c) subject to any other provision of the Code relating to Level 2 Credit Default, when (in accordance with the relevant Contingency Provisions) the notification of contract volumes ceases to be suspended, the provisions of this Section P shall apply by reference to all Volume Notifications then in force.

2. ENERGY CONTRACT VOLUMES

2.1 Submission of ECVNA Authorisation

2.1.1 Energy Contract Volume Notification Agents may be appointed by an ECVNA Authorisation, given by the Relevant Contract Parties by whom such persons are to be appointed, and submitted to the Energy Contract Volume Aggregation Agent.

2.1.2 An ECVNA Authorisation:

(a) shall be made under the authority of both Relevant Contract Parties;

(b) shall specify:

(i) the relevant Energy Contract Volume Notification Agents,

(ii) the Relevant Contract Parties,

(iii) the Energy (From) Account,

(iv) the Energy (To) Account, and

(v) the first day on which it is intended to be effective;

(bb) shall, in the case of an ECVNA Authorisation submitted after the Relevant Implementation Date of Modification Proposal P309, specify whether the Energy Contract Volume Notification Agent is authorised to submit:

(i) only Replacement Energy Contract Volume Notifications; or

(ii) only Additional Energy Contract Volume Notifications; or

(iii) either Additional Energy Contract Volume Notifications or Replacement Energy Contract Volume Notifications,

under that ECVNA Authorisation;

(d) may specify the last day on which it is to be effective (failing which it is to be effective until otherwise terminated in accordance with paragraph 2.2).

2.1.3 An ECVNA Authorisation shall be valid if and only if it is made in accordance with BSCP71 and the following conditions are met:

(a) each Relevant Contract Party is a Contract Trading Party;

(b) each Energy Contract Volume Notification Agent has qualified in accordance with Section J5.3;

(c) the Energy (From) Account is either the Production Energy Account or the Consumption Energy Account of one of the Relevant Contract Parties;

(d) the Energy (To) Account is either the Production Energy Account or the Consumption Energy Account of the other Relevant Contract Party.

(e) in the case of an ECVNA Authorisation submitted after the Relevant Implementation Date of Modification Proposal P309, the authorisation identifies whether the Energy Contract Volume Notification Agent is authorised to submit:

(i) only Additional Energy Contract Volume Notifications; or

(ii) only Replacement Energy Contract Volume Notifications; or

(iii) either Additional Energy Contract Volume Notifications or Replacement Energy Contract Volume Notifications,

under that ECVNA Authorisation.

2.1.4 The Energy Contract Volume Aggregation Agent shall, in accordance with BSCP71:

(a) validate (as to compliance with the requirements in paragraph 2.1.3) each ECVNA Authorisation submitted to it pursuant to this paragraph 2.1; and

(b) on the basis of such validation, confirm or reject, by notice to the Contract Trading Parties and each of the Energy Contract Volume Notification Agents, such ECVNA Authorisation.

2.1.5 The Relevant Contract Parties may, subject to and in accordance with BSCP71, submit a change to the authority of an Energy Contract Volume Notification Agent to submit Replacement Energy Contract Volume Notifications or Additional Energy Contract Volume Notifications (an "Authorisation Change").

2.1.6 The Energy Contract Volume Aggregation Agent shall, in accordance with BSCP71:

(a) validate an Authorisation Change; and

(b) on the basis of such validation, confirm or reject the Authorisation Change by notice to the Relevant Contract Parties and each of the Energy Contract Volume Notification Agents.

2.1.7 An Authorisation Change shall be effective from the later of:

(a) the effective date specified in the Authorisation Change in accordance with BSCP71; and

(b) the day following that on which the Energy Contract Volume Aggregation Agent gives notice of confirmation thereof pursuant to paragraph 2.1.6(b).

2.1.8 An Authorisation Change shall be effective until the earlier of:

(a) the termination or expiry of the associated ECVNA Authorisation; and

(b) confirmation (in accordance with paragraph 2.1.6(b)) of a subsequent Authorisation Change in respect of the same ECVNA Authorisation.

2.1.9 During the period in which an Authorisation Change is effective (in accordance with paragraphs 2.1.7 and 2.1.8), the relevant Energy Contract Volume Notification Agent shall be authorised to submit Energy Contract Volume Notifications as authorised by that Authorisation Change.

2.2 Termination of ECVNA Authorisation

2.2.1 An ECVNA Authorisation (if validated pursuant to paragraph 2.1) shall be and remain effective until and only until:

(a) a valid notice of termination is received and validated pursuant to paragraph 2.2.2, or

(b) the end of the last day of its effectiveness (if specified pursuant to paragraph 2.1.2(d)), or

(d) it is replaced by a further ECVNA Authorisation in accordance with paragraph 2.2.3

whichever is the earliest.

2.2.2 An ECVNA Authorisation may be terminated by notice, given in accordance with BSCP71, by either of the Relevant Contract Parties or either of the Energy Contract Volume Notification Agents to (and effective when received by) the Energy Contract Volume Aggregation Agent, which notice shall specify:

(a) the Energy Contract Volume Notification Agents,

(b) the Energy (To) Account, and

2.2.3 If at any time:

(a) an ECVNA Authorisation (the "first" such authorisation) is and remains effective, and

(b) a further ECVNA Authorisation, for which the Relevant Contract Parties, Energy (To) Account, Energy (From) Account, and (subject to paragraph 2.2.5) Energy Contract Volume Notification Agents are the same as those for the first, is submitted to the ECVAA and is valid

then the further ECVNA Authorisation shall, upon and with effect from its becoming effective, replace the first ECVNA Authorisation which shall then cease to be effective.

2.2.4 Where at any time an ECVNA Authorisation ceases to be effective, the Energy Contract Volume Aggregation Agent shall issue a notification to that effect to the Relevant Contract Parties and the Energy Contract Volume Notification Agents in accordance with BSCP71.

2.2.5 Where an ECVNA Authorisation (the "successor" such authorisation) is submitted which:

(a) satisfies the requirements in paragraph 2.2.3(b), except that it specifies a different Energy Contract Volume Notification Agent for either of the Relevant Contract Parties from that for the first authorisation (referred to in paragraph 2.2.3(a)), and

(b) states that it is to replace the first authorisation.

then the successor ECVNA Authorisation shall, upon and with effect from its becoming effective, replace the first ECVNA Authorisation which shall then cease to be effective, and the Energy Contract Volume Notification Agents under the successor ECVNA Authorisation shall be considered to be the same as that under the first for the purposes of paragraph 2.3.5.

2.3 Energy Contract Volume Notifications

2.3.1 Energy Contract Volume Data may be notified by way of an Energy Contract Volume Notification submitted by an Energy Contract Volume Notification Agent.

2.3.1A An Energy Contract Volume Notification shall be one or more of the following types:

(a) an Additional Energy Contract Volume Notification;

(b) an Initial Energy Contract Volume Notification;

2.3.2 An Energy Contract Volume Notification:

(a) shall specify:

(i) the ECVNA Authorisation under which it is given (thereby identifying the Energy (From) Account and the Energy (To) Account),

(ii) the Energy Contract Volume Notification Agent,

(iii) the first Settlement Day on which it is intended to be in force (the "Effective-from Date"), and

(iv) for each Settlement Period, a quantity of Active Energy (expressed in MWh);

(b) shall be submitted in accordance with and subject to BSCP71; and

(i) subject to paragraph 2.3.4(d)(i), that it is to replace, in accordance with paragraph 2.3.5(a), a previous Energy Contract Volume Notification identified (by the ECVN identifier provided for in BSCP71) in such notification; and/or

(ii) the last Settlement Day on which it is to be in force (the "Effective-to Date"), failing which it is to be in force until and unless replaced in accordance with paragraph 2.3.5(a).

2.3.3 Where an Energy Contract Volume Notification is to be in force for more than one Settlement Day, the Energy Contract Volume Data for a given Settlement Period (considered as a period in any day) shall be the same for that period in each Settlement Day for which it is in force.

2.3.4 An Energy Contract Volume Notification shall be valid (but without prejudice to paragraph 1.2.4) if and only if it is made in accordance with BSCP71 and:

(a) there is an effective ECVNA Authorisation with respect to the Energy (From) Account, Energy (To) Account, and the Energy Contract Volume Notification Agent submitting the Energy Contract Volume Notification;

(b) the Energy Contract Volume Notification is submitted within the period of effectiveness of such ECVNA Authorisation;

(c) the Energy Contract Volume for each Settlement Period is a number in MWh, positive or negative, with no more than three digits after the decimal point, and between –99,999.999 and 99,999.999; provided that (subject to paragraph 1.2.5) where in relation to a Settlement Period no value for Energy Contract Volume is specified, a value of zero shall be deemed to be specified; and

(d) where the Energy Contract Volume Notification:

(i) is a Replacement Energy Contract Volume Notification, the relevant ECVNA Authorisation authorises the Energy Contract Volume Notification Agent to submit Replacement Energy Contract Volume Notifications;

(ii) is an Additional Energy Contract Volume Notification, the relevant ECVNA Authorisation authorises the Energy Contract Volume Notification Agent to submit Additional Energy Contract Volume Notifications.

2.3.4A For the purpose of paragraph 2.3.4(d):

(a) the references to an ECVNA Authorisation shall include any change to such authorisation pursuant to an effective Authorisation Change; and

(b) an ECVNA Authorisation validated prior to the Implementation Date of Modification Proposal P309 shall be deemed to authorise an Energy Contract Volume Notification Agent to submit Replacement Energy Contract Volume Notifications or Additional Energy Contract Volume Notifications except to the extent that the Relevant Contract Parties have changed the authority of the Energy Contract Volume Notification Agent in accordance with an Authorisation Change.

2.3.4B For the avoidance of doubt, any authorisation to submit:

(a) only Replacement Energy Contract Volume Notifications; or

(b) only Additional Energy Contract Volume Notifications; or

as specified in an ECVNA Authorisation, shall not affect the ability to submit, or validity of, an Initial Energy Contract Volume Notification and paragraph 2.3.4(d) shall not apply to such notification.

2.3.5 Where a valid (in accordance with paragraph 2.3.4):

(a) Replacement Energy Contract Volume Notification is submitted then, with effect from the Effective-from Date of the Replacement Energy Contract Volume Notification (or, if later, the first Settlement Period from which it is in force pursuant to paragraph 1.2.4), the Replacement Energy Contract Volume Notification shall replace the earlier valid Energy Contract Volume Notification and, the earlier valid Energy Contract Volume Notification shall cease to be in force (or if it is not yet in force, shall not come into force), irrespective of whether the Effective-from Date of the earlier valid Energy Contract Volume Notification falls before or after the Effective-to Date of the Replacement Energy Contract Volume Notification;

(b) Additional Energy Contract Volume Notification is submitted, the Additional Energy Contract Volume Notification shall be additional to the earlier valid Energy Contract Volume Notification, and the earlier valid Energy Contract Volume Notification shall (subject to any other provision of this Section P) remain in (or, as the case may be, come into) force.

2.3.6 Subject to paragraph 2.3.10, an Energy Contract Volume Notification may not be amended or varied other than pursuant to paragraph 2.3.5(a).

2.3.7 The Energy Contract Volume Aggregation Agent shall:

(a) validate (as to compliance with the requirements in paragraph 2.3.4) each Energy Contract Volume Notification submitted to it pursuant to this paragraph 2.3; and

(b) determine whether such Energy Contract Volume Notification is to be treated as refused in accordance with paragraph 2.5.1.

2.3.8 Subject to paragraph 2.3.11, the ECVAA will inform the Relevant Contract Parties and the relevant Energy Contract Volume Notification Agent if it does not validate an Energy Contract Volume Notification submitted to it pursuant to this paragraph 2.3.

2.3.9 If:

(a) an Energy Contract Volume Notification Agent submits an Energy Contract Volume Notification (the "original" such notification) which is not valid as provided in paragraph 2.3.4, and

(b) the ECVAA does not so inform the relevant Energy Contract Volume Notification Agent pursuant to paragraph 2.3.8 within 20 minutes after the Energy Contract Volume Notification was received,

then (subject to paragraph 2.3.11) paragraph 2.3.10 shall apply.

2.3.10 In the circumstances in paragraph 2.3.9:

(a) the Energy Contract Volume Notification may be:

(i) amended but only so as to correct those matters which gave rise to the invalidity as provided in paragraph 2.3.4, and

(ii) resubmitted (as so amended) by that Energy Contract Volume Notification Agent at any time not later than the end of the Business Day next following:

(1) the day on which the ECVAA did inform the Energy Contract Volume Notification Agent pursuant to paragraph 2.3.8, or

(2) in the absence of the ECVAA so informing the Energy Contract Volume Notification Agent, Gate Closure for the first Settlement Period for which the Energy Contract Volume Notification would (if valid, and in accordance with paragraph 1.2.4 where applicable) have been taken into account in Settlement; and

(b) the resubmitted Energy Contract Volume Notification:

(i) shall be deemed (for the purposes of the Code) to have been received at the time at which the original such notification was received; and

(ii) if valid in accordance with paragraph 2.3.4, shall, notwithstanding it may be submitted after Gate Closure for any such Settlement Period, be in force and (subject to paragraph 2.5) effective for the Settlement Periods for which the original Energy Contract Volume Notification would (consistent with paragraph 1.2.4) have been in force.

2.3.11 To the extent that a Relevant Contract Party or Energy Contract Volume Notification Agent has requested the ECVAA not to give the information in paragraph 2.3.8, paragraphs 2.3.8, 2.3.9 and 2.3.10 shall not apply in relation to that Party or Agent.

2.4 Not used

2.5 Refusal and rejection for credit reasons

2.5.1 Where either of the Relevant Contract Parties is in Level 2 Credit Default in accordance with Section M3, a relevant Energy Contract Volume Notification which is submitted during the Credit Default Refusal Period will be treated as refused and will not become effective.

2.5.2 Where:

(a) a relevant Energy Contract Volume Notification is in force; and

(b) either of the Relevant Contract Parties is in Level 2 Credit Default in accordance with Section M3.

such Energy Contract Volume Notification will be treated as rejected, and will have no effect, as to Energy Contract Volume Data which relate to relevant Settlement Period(s) (as defined in paragraph 2.5.3) for which Gate Closure falls within the Credit Default Rejection Period.

2.5.3 For the purposes of this paragraph 2.5, a relevant Energy Contract Volume Notification is one which, if in force and not treated as rejected in relation to a Settlement Period (a "relevant" Settlement Period) would have the effect in relation to that Settlement Period of increasing the Energy Indebtedness (in accordance with Section M1.2) of the Party in Level 2 Credit Default.

2.6 Energy Contract Volume

2.6.1 For each Settlement Day or (pursuant to paragraph 1.2.4 or 2.5.2) part thereof for which an Energy Contract Volume Notification is in force and not treated as rejected pursuant to paragraph 2.5.2, for each matched Settlement Period specified in that Energy Contract Volume Notification, the Energy Contract Volume ECQ_zabj shall be the Energy Contract Volume Data specified (for that matched Settlement Period) in the Energy Contract Volume Notification.

2.6.2 Wherever the term ECQ_zabj (or the term 'ECQ' with first and fourth subscripts 'z' and 'j' and second and third subscripts representing Energy Accounts) is used in the Code, the second subscript represents the Energy (From) Account and the third subscript represents the Energy (To) Account, so that (in this example) the term ECQ_zabj means an Energy Contract Volume pursuant to an Energy Contract Volume Notification for which Energy Account 'a' is the Energy (From) Account and Energy Account 'b' is the Energy (To) Account.

3. METERED VOLUME REALLOCATIONS

3.1 Submission of MVRNA Authorisation

3.1.1 Metered Volume Reallocation Notification Agents may be appointed by a MVRNA Authorisation, given by the Lead Party (for the BM Unit to which it relates) and the Subsidiary Party by whom such persons are to be appointed, and submitted to the Energy Contract Volume Aggregation Agent.

3.1.2 A MVRNA Authorisation:

(a) shall be made under the authority of both the Lead Party and the Subsidiary Party;

(b) shall specify:

(i) the relevant Metered Volume Reallocation Notification Agents,

(ii) the BM Unit to which it relates,

(iii) the Lead Party,

(iv) the Subsidiary Party,

(v) the Subsidiary Energy Account,

(vi) the first day on which it is intended to be effective;

(d) may specify the last day on which it is to be effective (failing which it is to be effective until otherwise terminated in accordance with paragraph 3.2).

3.1.3 A MVRNA Authorisation shall be valid if and only if it is made in accordance with BSCP71 and the following conditions are met:

(a) the person specified as Lead Party is registered as the Lead Party in respect of the BM Unit;

(b) the Subsidiary Party is a Contract Trading Party;

(d) the Subsidiary Energy Account is:

(i) where the BM Unit is a Production BM Unit, the Production Energy Account,

(ii) where the BM Unit is a Consumption BM Unit, the Consumption Energy Account

of the Subsidiary Party, and

(e) the BM Unit to which it relates is not a Secondary BM Unit.

3.1.4 The Energy Contract Volume Aggregation Agent shall, in accordance with BSCP71:

(a) validate (as to compliance with the requirements in paragraph 3.1.3) each MVRNA Authorisation submitted to it pursuant to this paragraph 3.1; and

(b) on the basis of such validation, confirm or reject, by notice to the Lead Party and Subsidiary Party and each of the Metered Volume Reallocation Notification Agents, such MVRNA Authorisation.

3.2 Termination of MVRNA Authorisation

3.2.1 A MVRNA Authorisation (if validated pursuant to paragraph 3.1) shall be and remain effective until and only until:

(a) a valid notice of termination is received and validated pursuant to paragraph 3.2.2, or

(b) the end of the last day of its effectiveness (if specified pursuant to paragraph 3.1.2(d)), or

(d) the Subsidiary Party ceases to be a Contract Trading Party, or

(e) if:

(i) the Subsidiary Energy Account is a Consumption Energy Account, the BM Unit becomes a Production BM Unit, or

(ii) the Subsidiary Energy Account is a Production Energy Account, the BM Unit becomes a Consumption BM Unit, or

(f) it is replaced by a further MVRNA Authorisation in accordance with paragraph 3.2.4

(and in the cases in paragraphs (c), (d) and (e), until the relevant information has been provided to and validated by the ECVAA) whichever is the earliest.

3.2.2 A MVRNA Authorisation may be terminated by notice, given in accordance with BSCP71, by any one of the Lead Party, Subsidiary Party or either of the Metered Volume Reallocation Notification Agents to (and effective when received by) the Energy Contract Volume Aggregation Agent, which notice shall specify:

(a) the Metered Volume Reallocation Notification Agents,

(b) the Lead Party,

(d) the Subsidiary Energy Account, and

(e) the BM Unit.

3.2.3 If at any time:

(a) a MVRNA Authorisation (the "first" such authorisation) is and remains effective, and

(b) a further MVRNA Authorisation, for which the Lead Party and BM Unit, the Subsidiary Party, Subsidiary Energy Account, and (subject to paragraph 3.2.5) Metered Volume Reallocation Notification Agents are the same as those for the first, is submitted to the ECVAA and is valid

then the further MVRNA Authorisation shall, upon and with effect from its becoming effective, replace the first MVRNA Authorisation which shall then cease to be effective.

3.2.4 Where at any time a MVRNA Authorisation ceases to be effective, the Energy Contract Volume Aggregation Agent shall issue a notification to that effect to the Lead Party, Subsidiary Party and Metered Volume Reallocation Notification Agents in accordance with BSCP71.

3.2.5 Where an MVRNA Authorisation (the "successor" such authorisation) is submitted which:

(a) satisfies the requirements in paragraph 3.2.3(b), except that it specifies a different Metered Volume Reallocation Notification Agent for either the Lead Party or the Subsidiary Party from that for the first authorisation (referred to in paragraph 3.2.3(a)), and

(b) states that it is to replace the first authorisation

then the successor MVRNA Authorisation shall, upon and with effect from its becoming effective, replace the first MVRNA Authorisation which shall then cease to be effective, and the Metered Volume Reallocation Notification Agents under the successor MVRNA Authorisation shall be considered to be the same as that under the first for the purposes of paragraph 3.3.5.

3.3 Metered Volume Reallocation Notifications

3.3.1 Metered Volume Reallocation Data may be notified by way of a Metered Volume Reallocation Notification submitted by a Metered Volume Reallocation Notification Agent.

3.3.2 A Metered Volume Reallocation Notification:

(a) shall specify:

(i) the MVRNA Authorisation under which it is given (thereby identifying the BM Unit, the Lead and Subsidiary Parties, and the Subsidiary Energy Account to which it relates);

(ii) the Metered Volume Reallocation Notification Agent,

(iii) the first Settlement Day on which it is intended to be in force (the "Effective-from Date"), and

(iv) for each Settlement Period, a quantity of Active Energy and a percentage (either of which may be zero) in accordance with paragraph 3.6.1;

(b) shall be submitted in accordance with and subject to BSCP71; and

(i) that it is to replace, in accordance with paragraph 3.3.5(a), a previous Metered Volume Reallocation Notification identified (by the MVRN identifier provided for in BSCP71) in such notification; and/or

(ii) the last Settlement Day on which it is to be in force (the "Effective-to Date"), failing which it is to be in force until and unless replaced in accordance with paragraph 3.3.5(a).

3.3.3 Where a Metered Volume Reallocation Notification is to be in force for more than one Settlement Day, the Metered Volume Reallocation Data for a given Settlement Period (considered as a period in any day) shall be the same for that period in each Settlement Day for which it is in force.

3.3.4 A Metered Volume Reallocation Notification shall be valid (but without prejudice to paragraph 1.2.4) if and only if it is made in accordance with BSCP71 and:

(a) there is an effective MVRNA Authorisation with respect to the BM Unit, Subsidiary Energy Account, and Metered Volume Reallocation Notification Agent submitting the Metered Volume Reallocation Notification;

(b) the Metered Volume Reallocation Notification is submitted within the period of effectiveness of such MVRNA Authorisation; and

3.3.5 Where a valid Metered Volume Reallocation Notification (the "second" such notification) is submitted for which the relevant Metered Volume Reallocation Notification Agent, BM Unit and Subsidiary Energy Account are the same as those for an earlier-submitted Metered Volume Reallocation Notification (the "first" such notification):

(a) if the second notification specifies (pursuant to paragraph 3.3.2(c)(i)) that it is to replace the first notification, and either

(i) the Effective-from Date of the second notification is the same as or prior to the Effective-to Date of the first notification; or

(ii) the first notification has no Effective-to Date;

then, with effect from the Effective-from Date of the second notification (or, if later, the first Settlement Period from which it is in force pursuant to paragraph 1.2.4), the second notification shall replace the first notification and the first notification shall cease to be in force (or if it is not yet in force, shall not come into force), irrespective of whether the Effective-from Date of the first notification falls before or after the Effective-to Date of the second notification;

(b) otherwise, the second notification shall be additional to the first, and the first notification shall (subject to any other provision of this Section P) remain in (or, as the case may be, come into) force.

3.3.6 Subject to paragraph 3.3.10, a Metered Volume Reallocation Notification may not be amended or varied other than pursuant to paragraph 3.3.5(a).

3.3.7 The Energy Contract Volume Aggregation Agent shall:

(a) validate (as to compliance with the requirements in paragraph 3.3.4) each Metered Volume Reallocation Notification submitted to it pursuant to this paragraph 3.3; and

(b) determine whether such Metered Volume Reallocation Notification is to be treated as refused in accordance with paragraph 3.5.1.

3.3.8 Subject to paragraph 3.3.11, the ECVAA will inform the Lead and Subsidiary Parties and the relevant Metered Volume Reallocation Notification Agent if it does not validate a Metered Volume Reallocation Notification submitted to it pursuant to this paragraph 3.3.

3.3.9 If:

(a) a Metered Volume Reallocation Notification Agent submits a Metered Volume Reallocation Notification (the "original" such notification) which is not valid as provided in paragraph 3.3.4, and

(b) the ECVAA does not so inform the relevant Metered Volume Reallocation Notification Agent pursuant to paragraph 3.3.8 within 20 minutes after the Metered Volume Reallocation Notification was received,

then (subject to paragraph 3.3.11) paragraph 3.3.10 shall apply.

3.3.10 In the circumstances in paragraph 3.3.9:

(a) the Metered Volume Reallocation Notification may be:

(i) amended but only so as to correct those matters which gave rise to the invalidity as provided in paragraph 3.3.4, and

(ii) resubmitted (as so amended) by that Metered Volume Reallocation Notification Agent at any time not later than the end of the Business Day next following:

(1) the day on which the ECVAA did inform the Metered Volume Reallocation Notification Agent pursuant to paragraph 3.3.8, or

(2) in the absence of the ECVAA so informing the Metered Volume Reallocation Notification Agent, Gate Closure for the first Settlement Period for which the Metered Volume Reallocation Notification would (if valid, and in accordance with paragraph 1.2.4 where applicable) have been taken into account in Settlement; and

(b) the resubmitted Metered Volume Reallocation Notification:

(i) shall be deemed (for the purposes of the Code) to have been received at the time at which the original such notification was received; and

(ii) if valid in accordance with paragraph 3.3.4, shall, notwithstanding it may be submitted after Gate Closure for any such Settlement Period, be in force and (subject to paragraph 3.5) effective for Settlement Periods for which the original Metered Volume Reallocation Notification would (consistent with paragraph 1.2.4) have been in force.

3.3.11 To the extent that a Lead or Subsidiary Party or Metered Volume Reallocation Notification Agent has requested the ECVAA not to give the information in paragraph 3.3.8, paragraphs 3.3.8, 3.3.9 and 3.3.10 shall not apply in relation to that Party or Agent.

3.4 Not Used

3.5 Refusal and rejection for credit reasons

3.5.1 Where either the Lead Party or the Subsidiary Party is in Level 2 Credit Default in accordance with Section M3, a relevant Metered Volume Reallocation Notification which is submitted during the Credit Default Refusal Period will be treated as refused and will not become effective.

3.5.2 Where:

(a) a relevant Metered Volume Reallocation Notification is in force; and

(b) either the Lead Party or the Subsidiary Party is in Level 2 Credit Default in accordance with Section M3.

such Metered Volume Reallocation Notification will be treated as rejected, and will have no effect, as to Metered Volume Reallocation Data which relate to relevant Settlement Period(s) (as defined in paragraph 3.5.3) for which Gate Closure falls within the Credit Default Rejection Period.

3.5.3 For the purposes of this paragraph 3.5, a relevant Metered Volume Reallocation Notification is one which, if in force, and not treated as rejected in relation to a Settlement Period (a "relevant" Settlement Period), would have the effect in relation to that Settlement Period of increasing the Energy Indebtedness (in accordance with Section M1.2) of the Party in Level 2 Credit Default.

3.6 Metered Volume Reallocation Data

3.6.1 A Metered Volume Reallocation Notification shall specify for each Settlement Period:

(a) a MWh value, with no more than three digits after the decimal point, between –99,999.999 and 99,999.999; and

(b) a percentage value, non-negative, with no more than five digits after the decimal point and not exceeding 100;

but for the avoidance of doubt any such data may have zero values; and (subject to paragraph 1.2.5) where in relation to a Settlement Period no value for such data is specified, a value of zero shall be deemed to be specified.

3.6.2 In relation to the Subsidiary Energy Account (‘a’), for each Settlement Day or (pursuant to paragraph 1.2.4 or 3.5.2) part thereof for which a Metered Volume Reallocation Notification is in force and not treated as rejected pursuant to paragraph 3.5.2, for each matched Settlement Period specified in that Metered Volume Reallocation Notification:

(a) the Metered Volume Reallocation Fixed Data specified pursuant to paragraph 3.6.1(a) shall be "QMFR_ziaj";

(b) the Metered Volume Reallocation Percentage Data specified pursuant to paragraph 3.6.1(b) shall be "QMPR_ziaj";

4. AGGREGATION

4.1 Aggregation of Energy Contract Volumes

4.1.1 For each Energy Account and each Settlement Period, the Account Bilateral Contract Volume QABC_aj shall be determined according to the following formula:

QABC_aj = Σ_{b, z} ECQ_zabj – Σ_b,z ECQ_zbaj

where:

(a) the summations on z extend to all Energy Contract Volume Notifications in force, and

(b) the summations on b extend to all Energy Accounts of all Contract Trading Parties.

4.2 Exclusion of certain Metered Volume Reallocations

4.2.1 Where, in relation to any BM Unit and any Settlement Period, the sum (the ‘aggregate percentage data’ or "APD") of all values of QMPR_ziaj for all Metered Volume Reallocation Notifications and all Energy Accounts exceeds 100, values of that term:

(a) in the inverse of the chronological order in which the Metered Volume Reallocation Notifications were submitted (so that the data in the most recently submitted shall be the first to be disregarded), and

(b) until the value of APD (determined excluding the disregarded values of QMPR_ziaj) is not greater than 100,

shall be disregarded and shall not take effect for Settlement as to that Settlement Period.

4.3 Aggregation of Metered Volume Reallocations

4.3.1 For each BM Unit i, Subsidiary Energy Account a, and Settlement Period j, the Metered Volume Fixed Reallocation (QMFR_iaj) and Metered Volume Percentage Reallocation (QMPR_iaj) shall be determined as follows:

QMFR_iaj = Σ_z QMFR_ziaj

QMPR_iaj = Σ_z QMPR_ziaj

where in each case the summation on z extends to all Metered Volume Reallocation Notifications in force.

4.4 Determination and submission of aggregated data

4.4.1 The Energy Contract Volume Aggregation Agent shall:

(a) determine, for each Settlement Period, Metered Volume Fixed Reallocations, Metered Volume Percentage Reallocations and Account Bilateral Contract Volumes; and

(b) no later than the Business Day following the Settlement Day, submit such Metered Volume Fixed Reallocations, Metered Volume Percentage Reallocations and Account Bilateral Contract Volume data to the SAA.

4.4.2 Where, following the resolution of a Trading Dispute (but not for the avoidance of doubt in the circumstances described in Section M3.5), any adjustment or other change is to be made in any of the data referred to in paragraph 4.4.1 in relation to a Settlement Day, the ECVAA shall:

(a) make such adjustment or other change, and

(b) resubmit such data (as so adjusted or changed) to the SAA not later than the time required for such data to be taken into account in the next following Reconciliation Settlement Run (whether or not a Timetabled Reconciliation Settlement Run) for the relevant Settlement Day.

4.4.3 The ECVAA shall submit to BSCCo each month such data concerning Metered Volume Fixed Reallocations, Metered Volume Percentage Reallocations and Account Bilateral Contract Volumes as BSCCo requires to enable it to make the calculations required under Section D.

4A NULLIFICATION OF VOLUME NOTIFICATIONS

4A.1 Submission of a Volume Notification Nullification Request

4A.1.1 A request to nullify Energy Contract Volume Notifications and Metered Volume Reallocation Notifications may be submitted in accordance with this paragraph 4A to the ECVAA by either Contract Trading Party to whom the notifications relate (a "Volume Notification Nullification Request" (VNNR)).

4A.1.2 A VNNR must:

(a) specify:

(i) where Energy Contract Volume Notifications are in force between the relevant Contract Trading Parties, the Energy (From) Account and Energy (To) Account; and

(ii) where Metered Volume Reallocation Notifications in force between the relevant Contract Trading Parties, the Lead Energy Account and Subsidiary Energy Account,

in relation to which all notified volumes are to be nullified;

(b) specify the intended first effective Settlement Day and Settlement Period (the "Nullification Effective Period"); and

4A.2 Validity of a VNNR

4A.2.1 A VNNR shall be valid if and only if:

(a) it is made in accordance with paragraph 4A.1; and

(b) all ECVNA Authorisations and MVRNA Authorisations between the accounts specified in accordance with paragraph 4A.1.2(a), have been terminated in accordance with paragraphs 2.2 and 3.2 (as applicable).

4A.2.2 The ECVAA shall, in accordance with BSCP71, assess the validity of each VNNR.

4A.2.3 For the avoidance of doubt, a VNNR subsequently submitted in relation to the accounts specified in accordance with paragraph 4A.1.2(a) will replace the first Confirmed VNNR unless the VNNR specifies a later Nullification Effective Period or is invalid.

4A.3 Amendment of a VNNR

4A.3.1 Where there is an error in a submitted VNNR, the Contract Trading Party which submitted the VNNR may amend and re-submit the VNNR so as to rectify such error at any time prior to the ECVAA issuing a Volume Notification Nullification Confirmation Report ("VNNCR") in respect of the original VNNR pursuant to paragraph 4A.4.

4A.3.2 Where a VNNR is re-submitted in accordance with 4A.3.1, the time of receipt of a VNNR for the purposes of paragraph 4A.4 shall be the time of receipt of the last VNNR re-submitted in accordance with paragraph 4A.3.1.

4A.4 ECVAA confirmation

4A.4.1 The ECVAA shall issue a VNNCR:

(a) if valid receipt of a VNNR occurs between 0900 hours and 1600 hours (inclusive) on a Business Day, within one hour of such valid receipt; or

(b) if valid receipt of a VNNR occurs between 1600 hours and 1700 hours on a Business Day, within a period of 60 successive minutes where each minute falls during a Business Day. Such period shall commence on valid receipt of a VNNR and end during the first hour of the next Business Day; or in all other cases

4A.4.2 For the purposes of this paragraph 4A.4, references to a Business Day shall mean the period between 0900 hours and 1700 hours (inclusive) on a Business Day.

4A.4.3 At the time of issue of the VNNCR, the VNNR becomes the Confirmed VNNR.

4A.4.4 If the Confirmed VNNR is:

(a) not valid, the VNNCR shall be issued only to the Contract Trading Party which submitted the Confirmed VNNR and shall state the reason(s) why it is not valid;

(b) valid:

(i) the VNNCR shall be issued to both Contract Trading Parties to whom the Confirmed VNNR relates;

(ii) the VNNCR shall state the Valid Nullification Effective Period; and

(iii) the ECVAA shall commence nullification of all Energy Contract Volumes and Metered Volume Reallocations between the accounts specified in accordance with paragraph 4A.1.2(a), with effect from the Valid Nullification Effective Period.

4A.5 Notification of completion of process

4A.5.1 The ECVAA shall, in accordance with BSCP71, provide confirmation to both Contract Trading Parties to whom the Confirmed VNNR relates upon completion of the nullifications detailed in 4A.4.4(b).

5. FAILURES OF THE ECVAA SYSTEM

5.1 Introduction

5.1.1 For the purposes of this Section P:

(a) "Volume Notification" means an Energy Contract Volume Notification and/or a Metered Volume Reallocation Notification, and "Volume Notification Agent" means an Energy Contract Volume Notification Agent and/or a Metered Volume Reallocation Notification Agent;

(b) the "ECVAA System" is the BSC Agent System of the ECVAA, which for the avoidance of doubt does not include hardware or software forming part of any relevant Communications Medium;

(c) an "ECVAA System Failure" is a failure or breakdown of the ECVAA System which has the effect that the ECVAA is unable to receive Volume Notifications submitted to it by all or any Volume Notification Agents, and/or (as the case may be) to send within 20 minutes after such receipt confirmations of such receipt to all or any such agents;

(d) the reference in paragraph (c) to the ECVAA sending confirmations of receipt of Volume Notifications is without prejudice to the provisions of the Communications Requirements Document as to the deemed receipt of such notifications;

(e) for the avoidance of doubt, no failure or breakdown of any Party System or any communications link not forming part of the ECVAA System shall be counted as an ECVAA System Failure;

(f) in relation to an ECVAA System Failure:

(i) the "system failure time" is the start of the ECVAA System Failure, or such earlier time as BSCCo may determine as being appropriate for the purposes described in paragraph (g) and notify to the ECVAA, Contract Trading Parties and Volume Notification Agents;

(ii) the "resubmission deadline" is the end of the Business Day following the day on which the ECVAA notified BSCCo (in accordance with paragraph 5.2.1(c)(i)) that the ECVAA System Failure has ended, or such earlier time (not being earlier than such failure ended) or later time as BSCCo may determine as being appropriate for the purposes described in paragraph (g) and notify to the ECVAA, Contract Trading Parties and Volume Notification Agents;

(g) the purposes referred to in paragraph (f) are to enable Contract Trading Parties and their Volume Notification Agents to take steps to put themselves, so far as is practicable, in the position as respects the submission of Volume Notifications which they would have been had the ECVAA System Failure not occurred.

5.2 Consequences of ECVAA System Failure

5.2.1 Where an ECVAA System Failure occurs:

(a) the ECVAA shall as soon as possible notify BSCCo of the failure and the time at which it started;

(b) the ECVAA and BSCCo shall each use all reasonable efforts as soon as practicable to notify all Contract Trading Parties and Volume Notification Agents of the failure and the time at which it started;

(i) the ECVAA shall notify BSCCo, Contract Trading Parties and Volume Notification Agents that the failure has ended;

(ii) BSCCo will notify Contract Trading Parties and Volume Notification Agents that Volume Notifications may be submitted or resubmitted in accordance with paragraph 5.2.2.

5.2.2 Where an ECVAA System Failure has occurred, commencing at the end of such failure, and until the resubmission deadline, Volume Notifications may be submitted or resubmitted to the ECVAA in relation to any Settlement Period for which Gate Closure falls after the system failure time and before the resubmission deadline.

5.2.3 Where an ECVAA System Failure affects the ability of the ECVAA to receive and/or confirm receipt of Volume Notifications (as described in paragraph 5.1.1(c)) from or to some but not all Volume Notification Agents:

(a) the ECVAA shall inform BSCCo which Volume Notification Agents are so affected, and references in paragraph 5.2.1 to Volume Notification Agents shall only be to those agents so affected;

(b) paragraph 5.2.2 shall apply only in relation to the affected Volume Notification Agents.

5.2.4 Any Volume Notification submitted or resubmitted in accordance with paragraph 5.2.2 shall specify the details (as provided in paragraph 2.3.2 or 3.3.2) which were or would (pursuant to commitments made before Gate Closure for any Settlement Period to which such notification relates) have been specified in such notification if it had been submitted before Gate Closure for any Settlement Period to which it relates (and if any question arises in relation to this paragraph 5.2.4, such question shall be decided by the Panel whose decision shall be final and binding on all Parties).

5.2.5 For the avoidance of doubt the existence of an ECVAA System Failure which is known to BSCCo shall constitute a material doubt as referred to in Section M3.4.3(a) in relation to all Trading Parties, except (in relation to a particular Trading Party) in a case where BSCCo is aware that such Party has not appointed any of the Volume Notification Agents affected thereby.

5.2.6 If any Contract Trading Party or Volume Notification Agent considers that:

(a) an ECVAA System Failure has occurred which has not been notified under paragraph 5.2.1(b), or

(b) the ECVAA has given notice under paragraph 5.2.1(c)(i) at a time at which the ECVAA System Failure has not ended, or

(c) (in the case of such an agent, where paragraph 5.2.3 applies) that it was not but should have been informed that it is affected as described in that paragraph;

such Party or agent may so notify BSCCo, as soon as reasonably practicable and in any event not later than the end of the Business Day following the day on which the Party or agent considers that the ECVAA System Failure occurred, or (in a case in paragraph (b)) after the day on which the ECVAA gave notice as therein mentioned.

5.2.7 Upon any Party or Volume Notification Agent giving notification to BSCCo in accordance with paragraph 5.2.6:

(a) BSCCo shall:

(i) notify the ECVAA,

(ii) promptly investigate the matter, and

(iii) determine whether an ECVAA System Failure occurred, or whether the failure had ended, or whether such agent was affected, each as referred to in paragraph 5.2.6;

(b) the ECVAA and upon request any Party or Notification Agent shall provide reasonable assistance to BSCCo in such investigation;

(d) BSCCo's determination of such matters shall be final and binding for the purposes of this paragraph 5.2;

(e) where BSCCo determines that an ECVAA System Failure has occurred, BSCCo may determine and notify the resubmission deadline at any time at which it appears to BSCCo that the ECVAA System Failure has ended.

5.3 ECVAA System Withdrawal

5.3.1 Where:

(a) there occurs or has occurred any partial ECVAA System Failure (that is, such a failure affecting some but not all Volume Notification Agents, and/or affecting only the ability of the ECVAA to receive or its ability to confirm receipt (as described in paragraph 5.1.1(c)) of Volume Notifications) and/or any failure or breakdown of the ECVAA System affecting the ability of the ECVAA to provide information of invalidity of Volume Notifications within the timescales contemplated in paragraph 2.3.9(b) and 3.3.9(b), and

(b) the ECVAA or BSCCo determines (in its reasonable opinion) that, in order to minimise disruption to the smooth and efficient implementation of Contract Trading Parties' operations under this Section P and of Settlement, it is necessary:

(i) to withdraw the ECVAA System from operation in order to remedy such failure or breakdown and/or to implement the provisions of paragraph 5.2 (in the case of an ECVAA System Failure giving rise to the application of such provisions); and

(ii) to do so earlier than might otherwise be done by way of planned BSC Agent downtime in accordance with the Communications Requirement Document

then the ECVAA shall withdraw the ECVAA System from operation, for the purposes of remedying the failure or breakdown and/or implementing the provisions of paragraph 5.2.

5.3.2 Where the ECVAA withdraws the ECVAA System from operation pursuant to paragraph 5.3.1:

(a) the ECVAA shall, not later than the time of such withdrawal, give notice thereof to BSCCo specifying the time of such withdrawal;

(b) the ECVAA shall restore the ECVAA System to operation as soon as reasonably practicable, having regard to the purposes (described in paragraph 5.3.1(b)) for which it was withdrawn from operation;

(c) in order to enable Volume Notifications to be submitted to the ECVAA in respect of the period of withdrawal, paragraphs 5.1.1(f) and 5.2 (excluding paragraphs 5.2.1(a), 5.2.3, 5.2.6 and 5.2.7) shall apply as if references in those paragraphs:

(i) to the ECVAA System Failure (or the start of such failure) were to the withdrawal from operation of the ECVAA System;

(ii) to the end of the ECVAA System Failure were to the restoration to operation of the ECVAA System.

AMENDMENT RECORD – SECTION P

Section P

Version 23.0

Effective Date: 07 November 2024

Modification Proposal	Decision Date	Implementation Date	Version
P473	17/09/24	07/11/24	23.0
P415	06/10/23	07/11/24	23.0
P450	12/01/23	23/02/23	22.0
P394 Self Governance	12/12/19	27/02/20	21.0
P369	24/09/18	29/03/19	20.0
P344	24/08/18	28/02/19	19.0
P342 Alternative	08/12/16	02/11/17	18.0
P309	19/03/15	05/11/15	17.0
P257	20/09/10	04/11/10	16.0
P232	25/06/09	05/11/09	15.0
P210	29/03/07	05/02/07 (retrospective)	14.0
P208	16/01/07	22/02/07	13.0
P98	18/08/03	08/11/04	12.0
P160	30/07/04	13/08/04	11.0
P110	23/04/03	05/11/03	10.0
P117	02/05/03	27/05/03	9.0
P101	02/01/03	23/01/03	8.0
P61	28/08/02	10/12/02	7.0
P92	21/10/02	11/11/02	6.0
P84	28/05/02	28/05/02	5.0
P83	23/05/02	23/05/02	4.0
P46	14/05/02	22/05/02	3.0
P37	10/05/02	20/05/02	2.0

SECTION Q: BALANCING SERVICES ACTIVITIES

1. INTRODUCTION

1.1 Scope

1.1.1 This Section Q provides for:

(a) the submission of data items in respect of relevant BM Units in accordance with the Grid Code;

(b) the submission of Physical Notifications in accordance with the Grid Code such as to enable Final Physical Notification Data to be submitted by the NETSO and Point FPNs to be established by the SAA in respect of BM Units for each Settlement Period;

(c) the submission of Final Physical Notification Data to enable Period FPNs to be established by the ECVAA in respect of Interconnector BM Units and for each Credit Qualifying BM Unit for each Settlement Period;

(d) arrangements for the submission by Lead Parties of Bid-Offer Pairs in respect of relevant BM Units and for the acceptance of Bids and Offers by the NETSO;

(e) the submission by the NETSO of Acceptance Data for the purposes of Section T and Section V;

(f) the submission by the NETSO of Balancing Services Adjustment Data for the purposes of Settlement;

(g) the submission by the NETSO to the BMRA of other operational data items for the purposes of Section V;

(h) not used;

(i) not used;

(j) the submission by the NETSO of Transparency Regulation Data and EBGL Local Data to the BMRA for the purposes of Section V;

(k) the submission by relevant Market Participants of Inside Information Data to the BMRA via the NETSO or BSCCo (as the case may be) for the purpose of Section V;

(l) the submission by the NETSO of Loss of Load Probability values and Demand Control Event data for the purposes of Section R, Section S, Section T and Section V;

(m) arrangements for the submission by Lead Parties of Replacement Reserve Bids in respect of BM Units to the NETSO;

(n) the submission by the NETSO of Replacement Reserve Auction Result Data for the purposes of Section T and Section V.

1.2 Interpretation

1.2.1 In this Section Q:

(a) at or in relation to a particular time and in relation to a particular data item, "prevailing" means most recently received by the NETSO in accordance with the Grid Code (and not invalidated thereunder) prior to that time or, in the absence of any such receipt and/or during a period of Outage, determined (where applicable) by the NETSO in accordance with the Grid Code;

(b) subject to paragraph 1.2.4, references to a "relevant BM Unit" are to a BM Unit in respect of which the Lead Party wishes to submit Bid-Offer Pairs or a Replacement Reserve Bid from time to time under the Code;

(c) an "Outage" means any withdrawal by the NETSO (for maintenance or otherwise), breakdown or failure of any electronic data communications systems by which the NETSO receives and accesses communications made by Lead Parties, where such withdrawal, breakdown or failure has (and for so long as it has) the effect that all Lead Parties are unable to submit Physical Notifications, Bid-Offer Data, Replacement reserve Bid Data or the NETSO is unable to receive or access such data submitted by all Lead Parties;

(d) references to the period of Outage shall be to the period commencing at the time when such Outage first occurs and ending at the time when the NETSO’s ability to receive and access Physical Notifications, Bid-Offer Data and Replacement Reserve Bid Data is restored.

1.2.2 In respect of the submission of data and the making of other communications under this Section Q:

(a) where a Party (other than the NETSO) or the NETSO is entitled or obliged to submit data items to, or otherwise to communicate with, the NETSO or such a Party (respectively) in accordance with the Grid Code, such submission or communication shall be:

(i) in accordance with the communications requirements; and

(ii) subject to the rules as to when and whether data or communications are treated as received,

set out in the Grid Code;

(b) the NETSO shall ensure that it has appropriate systems and processes in place for the purposes of receiving and responding to the data items to be submitted by Lead Parties, and otherwise communicating with Lead Parties, pursuant to or as contemplated by this Section Q; and

(c) where the NETSO is entitled or obliged to submit data items to a BSC Agent, such submission shall be subject to and in accordance with the provisions of Section O.

1.2.3 For the avoidance of doubt:

(a) the Final Physical Notification Data, the Bid-Offer Data and the Acceptance Data submitted by the NETSO pursuant to this Section Q shall be converted into point values by the SAA and the BMRA in accordance with the provisions of Section T and Section V respectively; and

(b) the Final Physical Notification Data submitted by the NETSO pursuant to this Section Q shall be converted into point values by the ECVAA in accordance with the provisions of this Section Q.

1.2.4 From the first occasion on which the Lead Party submits any Bid-Offer Pair in respect of a BM Unit, by virtue of arrangements (for the determination of default data) applying under the Grid Code, the BM Unit will be and at all times continue to be a relevant BM Unit, unless the Lead Party takes any such steps as may be available in accordance with the Grid Code to discontinue the application of such default data arrangements.

1.2.5 The NETSO shall notify BSCCo (as soon as reasonably practicable after the information is available):

(a) of any notice given by the NETSO to Users under the Grid Code that an Outage is to occur and of the period of notice given;

(b) of the time when an Outage occurs;

1.3 Data submission by the NETSO

1.3.1 Where under this Section Q the NETSO is required to send particular data to:

(a) both the BMRA and SAA; or

(b) both the BMRA and the ECVAA

for so long as the same person acts as both the BMRA and SAA, or both the BMRA and the ECVAA (as the case may be), the NETSO shall be treated as having sent such data to both of them if it has sent the data to one of them.

2. DATA SUBMISSION BY LEAD PARTY

2.1 Dynamic Data Set

2.1.1 For each relevant BM Unit participating in the Balancing Mechanism, the Lead Party shall ensure that those data items forming part of the Dynamic Data Set listed in paragraph 2.1.2(a) to (j) are submitted to the NETSO to the extent required by and in accordance with the provisions of the Grid Code.

2.1.1A For each relevant BM Unit submitting Replacement Reserve Bids, the Lead Party shall ensure that data items 2.1.2 (a) and (b) from the Dynamic Data Set are submitted to the NETSO to the extent required by and in accordance with the provisions of the Grid Code.

2.1.2 The Dynamic Data Set shall comprise the following data items (in each case, as defined in the Grid Code) (the "Dynamic Data Set"):

(a) Run-Up Rate;

(b) Run-Down Rate;

(d) Notice to Deliver Offers;

(e) Notice to Deliver Bids;

(f) Minimum Zero Time;

(g) Minimum Non-Zero Time;

(h) Maximum Delivery Volume and associated Maximum Delivery Period;

(i) Stable Export Limit;

(j) Stable Import Limit.

2.1.3 The Lead Party may change any data item included in the Dynamic Data Set for a relevant BM Unit at any time by notifying the NETSO in accordance with the Grid Code, and any such change shall be effective from such time as provided in the Grid Code.

2.2 Maximum Export Limits and Maximum Import Limits

2.2.1 For each relevant BM Unit, the Lead Party shall ensure that the Maximum Export Limit and the Maximum Import Limit (in each case, as defined in the Grid Code) are submitted to the NETSO to the extent required by and in accordance with the provisions of the Grid Code.

2.2.2 In respect of Interconnector BM Units:

(a) the value of Maximum Import Limit for the Production BM Unit shall be zero; and

(b) the value of Maximum Export Limit for the Consumption BM Unit shall be zero.

2.2.3 Without prejudice to paragraph 2.2.2, the Lead Party may change the Maximum Export Limit and/or the Maximum Import Limit for a relevant BM Unit at any time by notifying the NETSO in accordance with the Grid Code and any such change shall be effective from such time as provided in the Grid Code.

2.3 Not Used

3. FINAL PHYSICAL DATA NOTIFICATION SUBMISSIONS

3.1 Application

3.1.1 The provisions of this paragraph 3 shall apply:

(a) in respect of any BM Unit for which (at a given time) there is an obligation under the Grid Code to submit a Physical Notification;

(b) in respect of any BM Unit and any Settlement Period for which the Lead Party wishes to submit one or more Bid-Offer Pairs; and

(c) in respect of any BM Unit for which the Lead Party wishes to submit Physical Notifications so as to be classified under the Code as a Credit Qualifying BM Unit; and

(d) in respect of any BM Unit and any Settlement Period for which the Lead Party wishes to submit one or more Replacement Reserve bids.

3.1.2 References in this paragraph 3 to a BM Unit shall be construed as a reference to a BM Unit in respect of which this paragraph 3 applies by virtue of paragraph 3.1.1.

3.2 Final Physical Notification Data

3.2.1 Where this paragraph 3 applies, the Lead Party shall ensure that Physical Notifications are submitted (or can be determined) in accordance with the Grid Code such as to enable Final Physical Notification Data to be submitted by the NETSO under this Section Q, Point FPNs to be established by the SAA under Section T and Period FPNs to be established by the ECVAA in respect of Interconnector BM Units and each Credit Qualifying BM Unit, consistent with the requirements of paragraph 3.2.3, for each Settlement Period and for each BM Unit.

3.2.2 For each Settlement Period, the Final Physical Notification Data in respect of a BM Unit shall be the data specified in the Physical Notification in respect of that BM Unit prevailing at Gate Closure.

3.2.3 The requirements referred to in paragraph 3.2.1 are:

(a) Final Physical Notification Data shall comprise one or more values, each of which shall comprise a MW 'from' level with an associated 'from' time and a MW 'to' level with an associated 'to' time;

(b) in each case, the MW level shall be an amount representing a quantity of Active Power expressed in whole MW and for spot time 't' falling within the relevant Settlement Period, where 't' is a time expressed in a whole number of minutes;

(c) Final Physical Notification Data shall include a MW level for the spot time at the start of the relevant Settlement Period and a MW level for the spot time at the end of the relevant Settlement Period;

(d) Final Physical Notification Data shall comply with the conventions established in Section X; and

(e) in the case of Interconnector BM Units:

(i) the MW level for a Production BM Unit shall be zero or a positive amount;

(ii) the MW level for a Consumption BM Unit shall be zero or a negative amount; and

(iii) the MW level for each of the pair of BM Units associated with an Interconnector and an Interconnector User shall be such that at no time is the value of FPN_ij(t) for both such BM Units a non-zero amount for the same spot time.

4. BALANCING SERVICES BID-OFFER SUBMISSION

4.1 Bid-Offer Pairs

4.1.1 For any Settlement Period, the Lead Party of a relevant BM Unit may submit one or more Bid-Offer Pairs in respect of that BM Unit, provided that such Party has complied with paragraph 3.2.1.

4.1.2 Any submission of Bid-Offer Pairs under this paragraph 4.1 shall be made to the NETSO in accordance with the Grid Code and so as to be received no later than Gate Closure for the relevant Settlement Period, subject to paragraph 4.2.

4.1.3 Each Bid-Offer Pair for a relevant BM Unit for a Settlement Period shall comprise:

(a) a 'from' MW level expressed as a whole number of MW with an associated 'from' time expressed as the spot time at the start of the Settlement Period and a 'to' MW level expressed as a whole number of MW with an associated 'to' time expressed as the spot time at the end of the Settlement Period;

(b) an associated Offer Price (POⁿ_ij) and Bid Price (PBⁿ_ij) each expressed in £/MWh and to two decimal places; and

For each Bid-Offer Pair:

(a) the MW 'from' level shall be equal to the MW 'to' level;

(b) the Offer Price shall be not less than the Bid Price.

4.1.5 In respect of each relevant BM Unit for each Settlement Period:

(a) no more than 5 Bid-Offer Pairs may be submitted with positive MW levels, and each such Bid-Offer Pair shall have a positive value of Bid-Offer Pair Number, numbered sequentially starting from one and up to (but not beyond) 5; and

(b) no more than 5 Bid-Offer Pairs may be submitted with negative MW levels, and each such Bid-Offer Pair shall have a negative value of Bid-Offer Pair Number, numbered sequentially starting from -1 and down to (but not beyond) –5;

provided that a Bid-Offer Pair under paragraph (a) or (b) may be submitted with zero MW levels.

4.1.6 If more than one Bid-Offer Pair has been submitted in respect of a Settlement Period for a relevant BM Unit, the associated Bid Prices shall remain constant or increase with the Bid-Offer Pair Number and the associated Offer Prices shall remain constant or increase with the Bid-Offer Pair Number.

4.2 Balancing Mechanism Default Data

4.2.1 If, in respect of a relevant BM Unit and a Settlement Period, no Bid-Offer Pairs are received by the NETSO in accordance with paragraph 4.1, the NETSO shall establish the Bid-Offer Pair data for that BM Unit for that Settlement Period by copying and applying the Bid-Offer Pair data (if any) that was applying for that BM Unit at 1100 hours on the preceding day for the equivalent Settlement Period in that day (or, in the case of Clock Change Days, for the Settlement Period determined under the Grid Code) in accordance with the provisions of the Grid Code; and the Lead Party shall be deemed under this Section Q to have submitted such Bid-Offer Pair(s) in accordance with paragraph 4.1.

4.2.2 For the purposes of paragraph 4.1, where Gate Closure for a Settlement Period occurs during a period of Outage, the NETSO shall establish the Bid-Offer Pair data for each relevant BM Unit by applying the Bid-Offer Pair data for that BM Unit for that Settlement Period most recently received by the NETSO prior to the start of such period of Outage or, in the absence of any such receipt, the data established by the NETSO pursuant to paragraph 4.2.1.

4.3 Replacement Reserve Bid Data Submission and Default Data

4.3.1 For any Replacement Reserve Auction Period, the Lead Party of a relevant BM Unit may submit Replacement Reserve Bid Data in respect of that BM Unit, for one or more Quarter Hour periods (including in relation to the same Quarter Hour period) within the Replacement Reserve Auction Period provided that such Party has complied with paragraph 3.2.1.

4.3.2 Any submission of Replacement Reserve Bid Data under this paragraph 4.3 shall be communicated to the NETSO in accordance with BC4.5 of the Grid Code and so as to be received no later than Gate Closure for the relevant Replacement Reserve Auction Period.

4.3.3 For each relevant BM Unit, the Lead Party shall ensure that any submission of Replacement Reserve Bid Data under this paragraph 4.3 shall be made in accordance with the TERRE Data Validation and Consistency Rules as defined under the Grid Code.

4.3.4 For the purposes of paragraph 4.3, where Gate Closure for a Replacement Reserve Auction Period occurs during a period of Outage, the NETSO shall establish the Replacement Reserve Bid Data for each relevant BM Unit by applying the Replacement Reserve Bid Data for that BM Unit for that Replacement Reserve Auction Period most recently received by the NETSO prior to the start of such period of Outage or, in the absence of any such receipt, no Replacement Reserve Bid Data shall be established by the NETSO.

5. BALANCING MECHANISM Bid-Offer Acceptance

5.1 Bid-Offer Acceptances

5.1.1 The NETSO may accept Bids and/or Offers subject to and in accordance with the provisions of this paragraph 5.1 and not otherwise.

5.1.2 The NETSO may accept Bid(s) and/or Offer(s) by issuing a communication under the Grid Code of a type which, for the purposes of the Code, is classed as an Acceptance pursuant to paragraph 5.1.3.

5.1.2A A communication issued by a Gas Transporter which is classed as an Acceptance pursuant to 5.1.3(c) shall be deemed, for the purposes of the Code, to be an Acceptance issued by the NETSO under the Grid Code.

5.1.3 The following communications only shall be classed as Acceptances for the purposes of the Code:

(a) a communication issued in respect of a BM Unit in accordance with BC2.7 of the Grid Code which complies with the requirement in paragraph 5.1.4 and which:

(i) was confirmed by the Lead Party (in accordance with BC2.6.1) of the Grid Code; or

(ii) if not so confirmed:

(1) is consistent with the data referred to in paragraph 5.2.1, and

(2) was not rejected by the Lead Party on safety grounds in accordance with BC 2.7.3 of the Grid Code, and

(3) was not withdrawn by the NETSO in accordance with BC2.7.3 of the Grid Code;

(b) a communication issued as an Emergency Instruction in respect of a BM Unit in accordance with BC2.9, excluding BC2.9.1.2(e), of the Grid Code, which:

(i) complies with the requirement in paragraph 5.1.4, and

(ii) was not rejected by the Lead Party on safety grounds in accordance with BC2.9.2.1 of the Grid Code;

(c) an instruction to reduce or discontinue the offtake of gas issued by a Gas Transporter for the purpose of Load Shedding during Stage 2 or higher of a Network Gas Supply Emergency, where the effect of such instruction is to limit the amount of electricity that can be produced by one or more Generating Units within one or more BM Units.

5.1.3A The Lead Party of a BM Unit that receives an Acceptance which falls within paragraph 5.1.3(c) shall inform the NETSO and BSCCo without undue delay.

5.1.4 The requirement referred to in paragraphs 5.1.3(a) and (b)(i) is that the relevant communication comprises a request or instruction which contains the data items set out in paragraph 5.3.1(a), or from which such data items can be derived or reasonably inferred.

5.1.5 Not used.

5.1.6 The NETSO shall log the communications referred to in paragraph 5.1.3 in its system.

5.1.7 The NETSO shall record and maintain a record of each confirmation, rejection or withdrawal under the Grid Code of any such communication as is referred to in paragraph 5.1.3.

5.1.8 For the avoidance of doubt, a communication of the type referred to in this paragraph 5.1 may relate to more than one Settlement Period.

5.1.9 In this paragraph 5.1, references to a Lead Party's rejection or confirmation of a communication (and similar expressions):

(a) shall be construed as meaning rejection or confirmation of the request or instruction contained in such communication; and

(b) shall include a rejection or confirmation which is effected by any person acting for or on behalf of the Lead Party.

5.1.10 In this paragraph 5.1, "consistent" shall be construed as meaning to the nearest integer MW level (where a first decimal place value of a magnitude of 4 or less results in the MW level being rounded to the nearest integer MW level of lower magnitude).

5.1.11 For the purposes of the Code the "Bid-Offer Acceptance Time" in respect of a communication classed as an Acceptance shall be:

(a) in the case of a communication under paragraph 5.1.3(a) or (b), the time at which the communication was issued by the NETSO; and

(b) in the case of a communication under paragraph 5.1.3(c), the time at which the communication was issued by the Gas Transporter.

5.1.11A For the purposes of the Code the "Network Gas Supply Restoration Time" in respect of an Acceptance which falls within paragraph 5.1.3(c) shall be the time from which the BM Unit(s) were permitted to increase or recommence the offtake of gas.

5.1.12 For the avoidance of doubt (and without prejudice to paragraph 5.1.3 or Section T3) nothing prevents the NETSO from sending Acceptance Data to the SAA pursuant to paragraph 6.2.1 which is such that the value of qA^k_ij(t) determined for any time t under Section T3.4 may be:

(a) greater than the value of FPN_ij(t) + Σⁿ⁺qBOⁿ_ij(t) at that time t; or

(b) less than the value of FPN_ij(t) + Σ^n-qBOⁿ_ij(t) at that time t;

where

Σⁿ⁺ represents a sum over all positive Bid-Offer Pair Numbers; and

Σ^n- represents a sum over all negative Bid-Offer Pair Numbers.

5.1.13 Not used.

5.1.14 The NETSO may classify an Acceptance which falls within paragraph 5.1.3(b) as "Emergency Flagged".

5.1.15 The NETSO shall classify an Acceptance which falls within paragraph 5.1.3(c) as "Emergency Flagged".

5.2 Data Consistency Requirements

5.2.1 The data referred to in paragraph 5.1.3(a)(ii)(1), in respect of the BM Unit to which a communication relates, are:

(a) the Physical Notification prevailing at Gate Closure for each of the Settlement Periods respectively to which the communication relates, adjusted in each case to take account of any previous Acceptances in respect of such Settlement Period;

(b) the Dynamic Data Set prevailing at the Bid-Offer Acceptance Time; and

(c) the Maximum Export Level and Maximum Import Level data referred to in paragraph 2.2.1 prevailing at the Bid-Offer Acceptance Time.

(d) not used

5.2.2 For the avoidance of doubt, the consistency of any communication (within paragraph 5.1.3(a)) with any data or information, other than as provided in paragraph 5.2.1, which may be submitted to the NETSO by the Lead Party in respect of a BM Unit, shall be disregarded in determining whether such communication is to be classed as an Acceptance for the purposes of the Code.

5.3 Acceptance Data

5.3.1 Acceptance Data for a BM Unit shall comprise the following data items:

(a) a set comprising one or more Acceptance Volume Pairs, each with a 'from' MW level and an associated 'from' time and a 'to' MW level and an associated 'to' time and where:

(i) the MW levels are expressed in whole MW measured from the zero point (of no energy export or import); and

(ii) the times are expressed in a whole number of minutes and the first 'from' time is not earlier than the Bid-Offer Acceptance Time and the last 'to' time is not later than the end of the last Settlement Period for which Gate Closure fell before the Bid-Offer Acceptance Time; and

(b) the associated Bid-Offer Acceptance Number 'k' expressed as an integer greater than the value of k for the Acceptance Data (for that BM Unit) with the immediately preceding Bid-Offer Acceptance Time or, where any Acceptance Data exists with identical Bid-Offer Acceptance Time, greater than the highest value of k which exists with such Bid-Offer Acceptance Time; and

(d) in the case of an Acceptance within paragraph 5.1.3(a), whether the NETSO has classified such Acceptance as "RR Instruction Flagged" or "SO-Flagged" or "STOR Flagged";

(e) in the case of an Acceptance within paragraph 5.1.3(b) that the Acceptance was an Emergency Acceptance; and

(f) in the case of an Acceptance within paragraph 5.1.3(b) whether the NETSO has classified such Acceptance as "Emergency Flagged".

5.3.2 Subject to paragraph 5.3.3, for the purposes of an Acceptance falling under paragraph 5.1.3(b), the Acceptance Data shall be deemed to include a Acceptance Volume Pair for which:

(a) the 'from' time and MW level are the same as the latest 'to' time and MW level which are specified in or can be derived or inferred from the communication;

(b) the 'to' time is the end of the last Settlement Period for which Gate Closure fell before the Bid-Offer Acceptance Time, and the 'to' MW level is the same as the 'from' MW level.

5.3.2A In relation to a Network Gas Supply Emergency Acceptance, the "Network Gas Supply Emergency Acceptance End Time" for each affected BM Unit shall be the earliest time following the Network Gas Supply Restoration Time that the BM Unit could have reached the level of its Final Physical Notification, assuming that:

(a) The BM Unit complied with the Network Gas Supply Emergency Acceptance from the Bid-Offer Acceptance Time to the Network Gas Supply Restoration Time; and

(b) From the Network Gas Supply Restoration Time onwards the BM Unit complied with its Dynamic Data Sets.

5.3.2B For the purposes of a Network Gas Supply Emergency Acceptance, the Acceptance Data for each affected BM Unit shall be deemed to include Acceptance Volume Pairs such that:

(a) for spot times from the Bid-Offer Acceptance Time to the Network Gas Supply Restoration Time, the MW levels of the Acceptance Data shall be derived by adjusting the Final Physical Notification to reflect the maximum level of electricity that affected Generating Unit(s) within the BM Unit were able to produce as a result of the Network Gas Supply Emergency Acceptance, and shall not exceed the Final Physical Notification;

(b) For spot times from the Network Gas Supply Restoration Time to the Network Gas Supply Emergency Acceptance End Time, the MW levels of the Acceptance Data shall be derived on the assumption that the BM Unit was returning to the level of its Final Physical Notification as rapidly as possible subject to compliance with its Dynamic Data Sets.

5.3.3 The Lead Party and the NETSO may agree variations in the Acceptance Data in paragraph 5.3.1(a) in respect of an Acceptance pursuant to paragraph 5.1.3(b) provided that no such variation may be made:

(a) in relation to the first Acceptance Volume Pair;

(b) in respect of the Bid-Offer Acceptance Time;

and provided that such agreed variations are notified by the NETSO to the SAA no later than the end of the Settlement Day following the Settlement Day in which the Bid-Offer Acceptance Time falls.

5.3.4 The NETSO shall submit Acceptance Data to the SAA and the BMRA in accordance with paragraph 6 in respect of each communication which is classed as an Acceptance pursuant to paragraph 5.1.3.

5.4 Suspension of balancing mechanism

5.4.1 Where, for the purposes of any Contingency Provisions, the operation of the balancing mechanism is to be suspended in relation to any Settlement Period:

(a) no communication issued by the NETSO under the Grid Code relating to that Settlement Period shall be classed as an Acceptance;

(b) accordingly (without prejudice to any further provisions applying under the Grid Code in the relevant circumstances):

(i) the arrangements in this paragraph 5 for the acceptance of Bids and Offers, and

(ii) the entitlements and liabilities of Parties pursuant to the provisions in Section T for the determination of Period BM Unit Cashflow and BM Unit Period Non-delivery Charge and (unless otherwise provided in the relevant Contingency Provisions) Information Imbalance Charge,

shall not apply;

5.5 Historic balancing mechanism prices

5.5.1 Where, for the purposes of any Contingency Provisions, historic price limits are to apply in the Balancing Mechanism, the Lead Party in respect of each relevant BM Unit shall secure that, in relation to each Bid-Offer Pair submitted for such BM Unit in relation to a relevant Settlement Period:

(a) subject to paragraphs (b) and (c), the value of Offer Price shall not be greater than, and the value of Bid Price shall not be less than the median value, for all Settlement Periods in the historic period (or for those of such Settlement Periods for which values for such Offer Price and Bid Price exist), of the Offer Prices or Bid Prices of the Bid-Offer Pairs for that BM Unit respectively determined in accordance with the following table:

Positive Bid-Offer Pair Number (n)

Negative Bid-Offer Pair Number (n)

Offer

Offer Price for

n = +1

Offer Price for

n = –1

Bid

Bid Price for

n = +1

Bid Price for

n = –1

(b) except where paragraph (c) applies, if there are no values (as referred to in paragraph (a)) of Offer Price or (as the case may be) Bid Price for any of the Settlement Periods in the historic period, the value of Offer Price or (as the case may be) Bid Price shall be equal to zero;

(c) if the direction referred to in paragraph 5.5.2(c)(i)) was given within a period of thirty days commencing on the Go-live Date, the value of Offer Price shall not be greater than, and the value of Bid Price shall not be less than, such values as the Panel shall determine, in its opinion, subject to the approval of the Secretary of State, as being appropriate limits on such prices having regard to any guidance provided by the Secretary of State (and taking into account, inter alia, such Bid Prices and Offer Prices as are referred to in paragraph (a) for Settlement Periods on and after the Go-live Date, and any prices submitted under the Pooling and Settlement Agreement which appear to the Panel to be relevant).

(d) NOT USED

5.5.2 For the purposes of this paragraph 5.5:

(a) a relevant BM Unit is a BM Unit for which, in accordance with the relevant Contingency Provisions, historic prices are to be determined;

(b) a relevant Settlement Period is a Settlement Period for which, in accordance with the relevant Contingency Provisions, historic price limits (for relevant BU Units) are to be determined;

(i) the period of thirty consecutive Settlement Days expiring with (and excluding) the day on which the Secretary of State gave the direction (in accordance with the relevant Contingency Provisions) pursuant to which this paragraph 5.5 is to apply; or

(ii) such other period as may be determined in accordance with the relevant Contingency Provisions;

(d) where a median value is to be selected from an even number of Offer Prices or Bid Prices, the highest Offer Price or Bid Price shall be disregarded.

5.5.3 In respect of each relevant Settlement Period, the NETSO shall as soon as reasonably practicable and in any event such that any revised data is available in time for use by the SAA in carrying out the Initial Settlement Run for that Settlement Period:

(a) ascertain whether the values of Bid Price and Offer Price for each relevant BM Unit submitted by the Lead Party comply with the requirements in paragraph 5.5.1;

(b) where they do not, substitute (for such value(s)) the greatest value of Offer Price or (as the case may be) the lowest value for Bid Price which complies with such requirements; and

5.6 REPLACEMENT RESERVE AUCTION RESULT DATA

5.6.1 For the purposes of the Code the "Replacement Reserve Activation Time" in respect of a communication classed as Replacement Reserve Auction Result Data shall be the time at which the communication was issued by the NETSO.

5.6.2 The Replacement Reserve Auction Result Data submitted by the NETSO shall comprise at least the following data sets:

(a) Replacement Reserve Activation Data for each Replacement Reserve Auction Period;

(b) GB Need Met Data for each Replacement Reserve Auction Period;

5.6.3 Replacement Reserve Activation Data for a BM Unit shall comprise at least the following data items:

(a) the Replacement Reserve Auction Period identification number expressed as an integer;

(b) the Flow Direction;

(d) for each Position associated with a Replacement Reserve Auction Period the NETSO shall provide:

(i) a Replacement Reserve Activation Price expressed in £/MWh and to two decimal places; and

(ii) an Activated Quantity expressed in whole MW measured from the zero point (of no energy Export or Import).

5.6.4 GB Need Met Data shall comprise at least the following data items:

(a) the Replacement Reserve Auction Period identification number expressed as an integer;

(b) the Flow Direction;

(d) for each Position associated with the Replacement Reserve Auction Period the NETSO shall provide:

(i) a Replacement Reserve Acceptance Price expressed in £/MWh and to two decimal places; and

(ii) an Activated Quantity expressed in whole MW measured from the zero point (of no energy Export or Import).

5.6.5 Interconnector Schedule Data shall comprise at least the following data items:

(a) the Replacement Reserve Auction Period identification number expressed as an integer;

(b) the Flow Direction;

(d) for each Position associated with the Replacement Reserve Auction Period the NETSO shall provide:

(i) a Replacement Reserve Acceptance Price expressed in £/MWh and to two decimal places; and

(ii) an Activated Quantity expressed in whole MW measured from the zero point (of no energy Export or Import).

5A SUSPENSION OF THE TERRE MARKET

5A.1 Outages of computer systems or TERRE Central Platform operator notification leading to the suspension of the TERRE Market

5A.1.1 This paragraph 5A.1 will apply if and only if:

(a) Planned Maintenance Outages or unplanned computer system failures have occurred in one of the circumstances set out in BC 4.9 of the Grid Code and the TERRE Market is or will be suspended pursuant to BC4.10(b) of the Grid Code (the terms 'Users' and ‘Planned Maintenance Outages’ each having, for the purposes of this paragraph 5A.1, the meanings given in the Grid Code), or

(b) the TERRE Market is or will be suspended pursuant to BC4.10(c) of the Grid Code.

5A.1.2 Where paragraph 5A.1 applies:

(a) following the occurrence of any of the circumstances set out in BC4.10(b) or BC4.10(c) of the Grid Code NETSO shall (as soon as is reasonably practicable) notify BSCCo that the TERRE Market will be or has been suspended pursuant to that provision in accordance with paragraph BC4.10 of the Grid Code;

(b) BSCCo shall (as soon as is practicable following the NETSO’s notification under paragraph 5A.1.2(a)) notify all Parties that the TERRE market will be or has been suspended pursuant to BC4.10 of the Grid Code;

(c) the NETSO shall (as soon as is practicable following its notification under paragraph 5A.1.2(a)) determine, in its reasonable opinion, the time and date with effect from which the TERRE Market suspension commenced and inform BSCCo of that time and date in accordance with BC4.10 of the Grid Code;

(d) BSCCo shall determine the Settlement Period that corresponds with the time and date from which the TERRE Market suspension commenced (as determined by the NETSO under paragraph 5A.1.2(b));

(e) BSCCo shall, as soon and so far as is practicable, notify all Parties of the Settlement Period from which the TERRE Market suspension commenced;

(f) the NETSO shall (as soon as is practicable) determine, in its reasonable opinion, the time and date with effect from which the TERRE Market suspension concluded and notify BSCCo of that time and date;

(g) BSCCo shall determine the Settlement Period that corresponds with the time and date from which the TERRE Market suspension concluded (as determined and notified by the NETSO under paragraph 5A.1.2(f));

(h) BSCCo shall, as soon and so far as is practicable following its determination under paragraph 5A.1.2(g), notify all Parties of the Settlement Period from which the TERRE Market suspension concluded;

(i) BSCCo shall, as soon and so far as is practicable, keep Parties informed of the operation of BSC Systems and, in so far as it is informed by the NETSO, of the operation of the Transmission System during TERRE Market suspension; and

(j) the provisions of paragraph 5A.2 shall apply in relation to all Settlement Periods that fall within a period of TERRE Market suspension as determined by the BSCCo in accordance with this paragraph 5A.1, with effect from the start of the Settlement Period determined by BSCCo under paragraph 5A.1.2(d) until the end of the Settlement Period determined by the BSCCo under paragraph 5A.1.2(g).

5A.2 TERRE Market Suspension General Provisions

5A.2.1 Where, for the purposes of paragraph 5A.1 or any Contingency Provisions, the operation of the TERRE Market is to be suspended in relation to any Settlement Period:

(a) no communication issued by the NETSO under the Grid Code relating to that Settlement Period shall be classed as Replacement Reserve Auction Result Data or as "RR Instruction Flagged" Acceptance Data;

(b) accordingly (without prejudice to any further provisions applying under the Grid Code in the relevant circumstances):

(i) the arrangements in paragraph 5 regarding Replacement Reserve Auction Result Data, and

(ii) the entitlements and liabilities of Parties pursuant to the provisions in Section T for the determination of Daily Party RR Cashflow, Daily Party RR Instruction Deviation Cashflow, BM Unit Period Non-delivery Charge (where this charge is derived from Replacement Reserve Auction Result Data and (unless otherwise provided in the relevant Contingency Provisions) Information Imbalance Charge (where this is charge is derived from Replacement Reserve Auction Result Data),

shall not apply;

(c) the NETSO shall accordingly not submit Replacement Reserve Bid Data, Replacement Reserve Auction Result Data or "RR Instruction Flagged" Acceptance Data to the BMRA or SAA pursuant to paragraph 6.

6. SUBMISSION OF DATA BY THE NETSO

6.1 Submission of data to the BMRA

6.1.1 In this paragraph 6.1:

(a) times by which the NETSO is to send data to the BMRA are target times, which the NETSO is expected to meet unless abnormal circumstances prevent it from doing so;

(b) capitalised terms shall, unless otherwise defined in the Code, have the meanings given to such terms in the Grid Code;

(c) references to Total Output Usable data are references to Total Output Usable data determined from Output Usable data (and, where the context so requires, expected Interconnector transfer capacity data) for the time being provided to the NETSO by the relevant User pursuant to the Grid Code;

(d) notwithstanding anything to the contrary in the Grid Code, references to Output Usable shall exclude (unless, and to the extent, expressly stated otherwise in the Code) expected Interconnector transfer capacity; and

(e) references to a week shall mean a week that begins on a Monday and end on a Sunday, and references to the second week after the current week shall mean the week commencing on the Monday that falls between eight and fourteen days ahead of the current day.

6.1.2 Not later than 1700 hours on the last Business Day of the week, the NETSO shall send to the BMRA the following data for each week from the second week following the current week to the fifty second week following the current week (i.e. two to fifty two weeks ahead):

(a) the National Demand forecast; and

(b) the Transmission System Demand forecast,

in each case, expressed as an average MW value for the Settlement Period at the peak of the week.

6.1.2A At least once per day by no later than 1600 hours and up to every hour, the NETSO shall send to the BMRA the following data for each week from the second week following the current week to the fifty secondweek following the current week (i.e. two to fifty two weeks ahead):

(a) the Total Output Usable;

(b) the Total Output Usable (plus expected Interconnector transfer capacity into the Transmission System) by Fuel Type Category (to the extent that such data is available to the NETSO for each Fuel Type Category);

(c) the Output Usable (plus, in respect of Interconnector BM Units, the expected Interconnector transfer capacity into the Transmission System) by BM Unit (to the extent that such data is available to the NETSO for each BM Unit); and

(d) the national Surplus forecast; and

(e) the Generating Plant Demand Margin forecast,

in each case, expressed as an average MW value for the Settlement Period at the peak of the week.

6.1.2B Not Used

6.1.3 Not later than 1500 hours each day, the NETSO shall send to the BMRA the following data applicable for each Operational Day from the second day following the current Operational Day to the fourteenth day following the current Operational Day: the peak National Demand forecast expressed as an average MW value for the Settlement Period at the peak of the day and the peak Transmission System Demand forecast expressed as an average MW value for the Settlement Period at the peak of the day.

6.1.4 At least once per day by no later than 1600 hours and up to every hour, the NETSO shall send to the BMRA the following data applicable for each day from the second day following the current day to the fourteenth day following the current:

(a) and the Total Output Usable;

(d) the national Surplus forecast; and

(e) the Generating Plant Demand Margin forecast,

in each case, expressed as an average MW value for the Settlement Period at the peak of the day.

6.1.4A Not Used.

6.1.4B At least once per day by no later than 1600 hours and up to every hour, the NETSO shall send to the BMRA the following data for each week from the second week following the current week to the one hundred and fifty sixth week following the current week (i.e. two to one hundred and fifty six weeks ahead):

(a) the Total Output Usable;

(d) the national Surplus forecast; and

(e) the Generating Plant Demand Margin forecast,

in each case, expressed as an average MW value for the Settlement Period at the peak of the week.

6.1.4C The NETSO shall send to the BMRA details of the System Zone boundaries. If pursuant to the Grid Code any changes are made to System Zone definitions or boundaries, details of these changes shall be forwarded to the BMRA by the NETSO prior to implementation and whenever details of such changes are provided to any User pursuant to the Grid Code.

6.1.5 Not later than 0900 hours each day, the NETSO shall send to the BMRA the following data applicable for the following Operational Day:

(a) the National Demand forecast expressed as an average MW value for each Settlement Period within the Operational Day;

(b) the Transmission System Demand forecast expressed as an average MW value for each Settlement Period within the Operational Day; and

(c) the Zonal Transmission System Demand forecast expressed as an average MW value for each Settlement Period within the Operational Day.

6.1.6 Not later than 1200 hours each day, the NETSO shall send to the BMRA the following data expressed as an average MW value for each Settlement Period within the following Operational Day:

(a) the Indicated Margin;

(b) the National Indicated Imbalance;

(d) the National Indicated Demand;

(e) the National Demand forecast; and

(f) the Transmission System Demand forecast.

6.1.7 The NETSO shall send to the BMRA the data set out in paragraph 6.1.8 as a minimum at the submission times specified in Table 1 below (and may send it more frequently) and such data shall be provided as an average MW value for each of the Settlement Periods within the period defined by columns 2 and 3 in Table 1 (in which 'D' refers to the Settlement Day in which the submission time falls):

Table 1

Column 1	Column 2	Column 3
Submission time	Data applicable from:	Data applicable to:
0200 Hours	0200 D	0500 D+1
1000 Hours	1000 D	0500 D+1
1600 Hours	0500 D+1	0500 D+2
1630 Hours	1630 D	0500 D+1
2200 Hours	2200 D	0500 D+2

6.1.8 The data items to be provided to the BMRA by the NETSO at the times specified in Table 1 above shall be:

(a) the National Demand forecast;

(b) the National Indicated Margin;

(d) the National Indicated Demand;

(e) the National Indicated Generation;

(f) the Zonal Transmission System Demand forecast for each BMRS Zone;

(g) the Indicated Constraint Boundary Margin for each BMRS Zone;

(h) the Zonal Indicated Imbalance for each BMRS Zone;

(i) the Zonal Indicated Demand for each BMRS Zone;

(j) the Zonal Indicated Generation for each BMRS Zone; and

(k) the Transmission System Demand forecast.

6.1.9 Not later than five minutes following receipt from the Lead Party, the NETSO shall send to the BMRA any notifications of the Dynamic Data Set submitted in accordance with paragraph 2.1.

6.1.10 Not later than fifteen minutes following Gate Closure for each Settlement Period, the NETSO shall send to the BMRA the following data, so far as relating to that Settlement Period, received by Gate Closure, for each BM Unit for which it has so received such data:

(a) the Maximum Export Limit data or the Maximum Import Limit data (including any change to such data) submitted in accordance with paragraph 2.2

(b) any Quiescent Physical Notification data (including any change to such data) submitted in accordance with paragraph 2.3;

and where after Gate Closure the NETSO is notified of any change in any such data (so far as relating to such Settlement Period) the NETSO shall send to the BMRA such changed data, and the time of notification and the effective time of such change, not later than five minutes following receipt of notification of such change.

6.1.11 Not later than fifteen minutes following Gate Closure for each Settlement Period, the NETSO shall send to the BMRA the following data for each BM Unit for which it has received or determined such data:

(a) the Final Physical Notification Data established pursuant to paragraph 3.2;

(b) Bid-Offer Data.

6.1.11A Not later than forty minutes before the start of each Replacement Reserve Auction Period, the NETSO shall send to the BMRA the Replacement Reserve Bid Data for each BM Unit for which it has received or determined such data.

6.1.12 Not later than fifteen minutes following the issue of a communication or the occurrence of an event which (pursuant to paragraph 5.1.3(a)) is to be treated as an Acceptance, the NETSO shall send to the BMRA the Acceptance Data.

6.1.12A As soon as practicable after the issue of a communication which (pursuant to paragraph 5.1.3(b) is to be treated as an Acceptance, the NETSO shall send to the BMRA the following information: the fact that such a communication has been given, the time at which it was given and the BM Unit in respect of which it was given.

6.1.12B Not later than thirty minutes following Gate Closure for each Replacement Reserve Auction Period, the NETSO shall send to the BMRA the Replacement Reserve Auction Result Data for each BM Unit for which it has received or determined such data.

6.1.13 Not later than fifteen minutes following the end of each Settlement Period, the NETSO shall send to the BMRA the Initial National Demand Out-Turn and Initial Transmission System Demand Out-Turn for that Settlement Period.

6.1.14 At the same as the issue to Users (as defined in the Grid Code) of a System Warning, the NETSO shall send to the BMRA the information contained in such System Warning.

6.1.14A If the NETSO becomes aware that a Gas Transporter has issued Load Shedding instructions in relation to Stage 2 or higher of a Network Gas Supply Emergency, the NETSO shall, using reasonable endeavours, notify the BMRA that Load Shedding has been used without undue delay.

6.1.15 No later than 1700 hours each day, the NETSO shall send to the BMRA the following data applicable for the day preceding the current day: the Out-Turn Temperature, expressed as a single degrees celsius value deemed to be representative of the temperature measured at midday.

6.1.16 No later than 1700 hours each day, the NETSO shall send to the BMRA the following data applicable for the day preceding the current day:

(a) the Normal Reference Temperature expressed as a degrees celsius value;

(b) the Low Reference Temperature expressed as a degrees celsius value; and

6.1.17 No later than 1700 hours each day, the NETSO shall send to the BMRA the following data for the period commencing at 2100 hours on D and ending at 2130 hours on D+2 (and in respect of which 'D' refers to the Settlement Day in which the submission time falls):

(a) the Forecast Total Power Park Module Generation for a sample of Settlement Periods selected by the NETSO, expressed as an average MW value for each such Settlement Period across all Power Park Modules metered by the NETSO in accordance with CC6.5.6 of the Grid Code;

(b) the time associated with each Settlement Period referred to in paragraph 6.1.17 (a); and

(c) the Total Metered Capacity for each Settlement Period referred to in paragraph 6.1.17 (a), expressed as a total MW value of the Registered Capacity of all Power Park Modules metered by the NETSO in accordance with CC6.5.6 of the Grid Code.

6.1.18 Every five minutes the NETSO shall send to the BMRA the Total Instantaneous Out-Turn Generation, expressed as an instantaneous MW value for each fuel type, energy source or External Interconnection approved, amended or removed as a category from time to time ("Fuel Type Category"). The Fuel Type Categories shall be published on the BSC Website.

6.1.19 No later than fifteen minutes following the end of each Settlement Period, the NETSO shall send to the BMRA the Total Period Out-Turn Generation expressed as an average MW value for that Settlement Period for each of the Fuel Type Categories referred to in paragraph 6.1.18.

6.1.20 The NETSO shall:

(a) prepare, keep up-to-date and maintain, a BM Unit Fuel Type List identifying the Fuel Type Category for each BM Unit which is:

(i) metered by the NETSO in accordance with CC6.5.6 of the Grid Code; and

(ii) identified by the NETSO as falling within a Fuel Type Category as referred to in paragraph 6.1.18; and

(b) provide to the BMRA the BM Unit Fuel Type List as updated from time to time.

6.1.21 No later than 1700 hours each day, the NETSO shall send to the BMRA the following data applicable for the day preceding the current day:

(a) the Transmission Energy transmitted across the Transmission System, expressed in MWh;

(b) the Normal Reference Transmission Energy transmitted across the Transmission System, expressed in MWh;

(d) the High Reference Transmission Energy transmitted across the Transmission System, expressed in MWh.

6.1.22 No later than fifteen minutes following the end of each Settlement Period, the NETSO shall send to the BMRA the Non-BM STOR Instructed Volume for that Settlement Period, expressed in MWh.

6.1.23 Every two minutes the NETSO shall send to the BMRA the Transmission System Frequency, expressed as a hertz value for one or more spot times within that two minute period.

6.1.24 The NETSO shall send to the BMRA all Inside Information Data that it receives from time to time from a Market Participant (in accordance with the Grid Code), as soon as reasonably practicable after receipt taking into account any technical constraints.

6.1.25 In respect of each Settlement Period, the NETSO shall send to the BMRA the De-Rated Margin Forecast calculated in accordance with the Loss of Load Probability Calculation Statement as a minimum (and may send more frequently):

(a) at 1200 hours on each calendar day for all Settlement Periods for which Gate Closure has not yet passed and which occur within the current Operational Day or the following Operational Day; and

(b) at eight, four, two and one hour(s) prior to the beginning of the Settlement Period to which the De-Rated Margin Forecast relates.

6.1A Submission of data to the ECVAA

6.1A.1 Not later than fifteen minutes following Gate Closure for each Settlement Period, the NETSO shall send to the ECVAA the latest Final Physical Notification Data it has received or determined for each Interconnector BM Unit.

6.1B Submission of Transparency Regulation Data and EBGL Local Data to the BMRA

6.1B.1 The NETSO shall submit to the BMRA such data as is required under the Transparency Regulation, except for any such data that is already held by the BMRA.

6.1B.2 The NETSO shall submit the data referred to in paragraph 6.1B.1 to the BMRA in accordance with any requirements specified in the Transparency Regulation. For the purpose of this paragraph 6.1B.2, any timeframes for submission of data to the BMRA are target times, which the NETSO is expected to meet unless exceptional circumstances prevent it from doing so.

6.2 Submission of Balancing Mechanism data to the SAA

6.2.1 In respect of each Settlement Day, for each BM Unit for which such data is received or determined by the NETSO under this Section Q, the NETSO shall send to the SAA (so that such data has been sent by the time which is fifteen minutes following the end of such Settlement Day) the following data:

(a) the Final Physical Notification Data established pursuant to paragraph 3.2 in respect of each Settlement Period within such Settlement Day;

(b) changes to the Dynamic Data Set data received by the NETSO pursuant to the Grid Code to apply in respect of such Settlement Day and the notification time of each such receipt by the NETSO;

(c) changes to the Maximum Export Limit and Maximum Import Limit data received by the NETSO to apply in respect of such the Settlement Day in accordance with paragraph 2.2 and 2.3 respectively;

(d) Bid-Offer Data in respect of each Settlement Period within such Settlement Day submitted or determined in accordance with paragraph 4; and

(e) Acceptance Data, other than in relation to Acceptances which fall within paragraph 5.1.3(b).

6.2.2 The NETSO shall send Acceptance Data for Acceptances which fall within paragraph 5.1.3(b) as soon as reasonably practicable following the relevant Settlement Day, and wherever practicable in time for such Acceptance Data to be taken into account in the Initial Settlement Run.

6.2A Submission of data to the CDCA

6.2A.1 Within the period of five Business Days commencing on the Business Day after cessation of a Demand Control Event, the NETSO shall send to the CDCA:

(a) the BM Unit Identification Number; and

(b) the start and end date and time in Co-ordinated Universal Time for which the BM Unit was subject to Demand Disconnection,

in respect of each disconnected BM Unit that is directly connected to the Transmission System.

6.2B Submission of Data to the SVAA

6.2B.1 The NETSO shall send to the SVAA the data relating to Non-BM STOR Instructions in accordance with Section S9.2.

6.2C Submission of Replacement Reserve data to the SAA

6.2C.1 In respect of each Settlement Day, for each BM Unit for which such data is received or determined by the NETSO under this Section Q, the NETSO shall send to the SAA (so that such data has been sent by the time which is fifteen minutes following the end of such Settlement Day) the following data:

(a) the Final Physical Notification Data established pursuant to paragraph 3.2 in respect of each Settlement Period within such Settlement Day;

(b) changes to the Dynamic Data Set data received by the NETSO pursuant to the Grid Code to apply in respect of such Settlement Day and the notification time of each such receipt by the NETSO;

(c) changes to the Maximum Export Limit and Maximum Import Limit data received by the NETSO to apply in respect of such the Settlement Day in accordance with paragraph 2.2 and 2.3 respectively;

(d) Replacement Reserve Bid Data in respect of each Quarter Hour period within each Replacement Reserve Auction Period within such Settlement Day submitted or determined in accordance with paragraph 4; and

(e) Replacement Reserve Auction Result Data in respect of each Replacement Reserve Auction Period.

6.3 Balancing Services Adjustment Data

6.3.1 In respect of each Settlement Period within a Settlement Day, the NETSO shall send:

(a) subject to paragraph 6.3.4, to the BMRA:

(i) (in relation to all such Settlement Periods) as soon as possible and in any event not later than one hour after either a trade is agreed for Balancing Services Adjustment Actions and entered into the NETSO’s system for recording such trades or instructions are sent for Balancing Services Adjustment Actions (as the case may be), the NETSO’s estimate (at the relevant time of sending) of Balancing Services Adjustment Data as described in paragraph 6.3.2;

(ii) (in relation to each such Settlement Period) as soon as reasonably practicable after Gate Closure for, and in any event not later than the end of, such Settlement Period the NETSO's estimate (at the relevant time of sending) of Balancing Services Adjustment Data as described in paragraph 6.3.2; and

(iii) (in relation to each such Settlement Period) not later than fifteen minutes after the end of the relevant Settlement Period, its estimate of Balancing Services Adjustment Data including (but not limited to) that relating to Non-BM STOR actions and Non-BM Fast Reserve, as described in paragraph 6.3.2;

(b) to:

(i) the SAA, and

(ii) subject to paragraph 6.3.4, the BMRA

on the day next following such Settlement Day, the Balancing Services Adjustment Data as described in paragraph 6.3.2.

6.3.2 The Balancing Services Adjustment Data shall comprise the following data in respect of each Settlement Period:

(a) the unique sequential number for each Balancing Services Adjustment Action;

(b) for each such Balancing Services Adjustment Action:

(i) the Balancing Services Adjustment Volume;

(ii) the Balancing Services Adjustment Cost;

(iii) whether the NETSO has classified such Balancing Services Adjustment Action as "SO-Flagged";

(iv) whether the NETSO has classified such Balancing Services Adjustment Action as "STOR Flagged";

(v) the BSAD Party ID of the person providing the procured Balancing Services Adjustment Action;

(vi) the BSAD Asset ID (if applicable);

(vii) whether the Balancing Service was procured by the NETSO through a tender; and

(viii) the type of Balancing Service procured;

(d) Sell Price Price Adjustment.

6.3.2A The SAA and the BMRA shall calculate the Balancing Services Adjustment Price in respect of each Settlement Period for each Balancing Services Adjustment Action by dividing the Balancing Services Adjustment Cost by the Balancing Services Adjustment Volume for each respective Settlement Period; and the Balancing Services Adjustment Price shall be deemed to be Balancing Services Adjustment Data for the purposes of the Code.

6.3.2B In relation to Balancing Services Adjustment Actions, the NETSO will maintain, keep up-to-date and publish on the NETSO’s Website (as defined in the Grid Code) a register containing:

(a) the name of each person providing procured Balancing Services Adjustment Actions and its corresponding BSAD Party ID; and

(b) the BSAD Asset ID (referenced against the relevant corresponding BSAD Party ID) only where such ID is provided in accordance with paragraph 6.2.3C(b).

6.3.2C For the purposes of this paragraph 6.3, "BSAD Asset ID" means:

(a) the BM Unit Identification Number of the BM Unit providing the relevant Balancing Services Adjustment Action (outside the Balancing Mechanism), where there is a relevant BM Unit Identification Number associated with a Balancing Service Adjustment Action; or

(b) where an interconnector is used to provide a Balancing Services Adjustment Action and there is no associated BM Unit Identification Number, a unique reference assigned by the NETSO that identifies the person providing the Balancing Services Adjustment Action and the interconnector used.

6.3.3 The NETSO may resubmit to the SAA the Balancing Services Adjustment Data in respect of any Settlement Period within a Settlement Day at any time prior to the Final Reconciliation Settlement Run for such Settlement Day and the SAA shall correct such data in the Settlement Run next following such resubmission.

6.3.4 Until such time as the Panel confirms that Indicative Balancing Services Adjustment Data (as defined in Section V) or Balancing Services Adjustment Data is capable of being displayed on the BMRS:

(a) the NETSO shall comply with paragraph 6.3.1(a) or 6.3.1(b)(ii) respectively by sending such data to BSCCo (and shall separately send Balancing Services Adjustment Data to the SAA pursuant to paragraph 6.3.1(b));

(b) BSCCo will ensure that such data is displayed on the BSC Website.

6.3.5 For the purposes of any Settlement Run to be carried out on or after the date with effect from which this paragraph 6.3.5 takes effect in respect of each Settlement Day between the period 5th April 2001 to 24th September 2001 (both dates inclusive):

(a) the provisions of the Code as modified with effect from 25th September 2001 to include Buy Price Price Adjustment and Sell Price Price Adjustment in the Balancing Services Adjustment Data and to take such Price Adjustments into account in the determination of Energy Imbalance Prices under Section T4.4 shall apply;

(b) the NETSO shall submit or resubmit the Balancing Services Adjustment Data to the SAA and to BSCCo for each Settlement Period of such Settlement Days as soon as reasonably practicable in order to give effect to paragraph 6.3.5(a); and

6.3.6 For the avoidance of doubt, paragraph 6.3.5 is without prejudice to Settlement Runs carried or to be carried out at any time in respect of Settlement Days commencing with the Settlement Day of 25th September 2001, which have been and shall continue to be carried out in accordance with the provisions of the Code as modified with effect from 25th September 2001.

6.4 Applicable Balancing Services Volumes Data

6.4.1 In relation to each Settlement Period in a Settlement Day and each BM Unit, the NETSO shall send the BM Unit ABSVD to:

(a) the SAA; and

(b) the BMRA

no later than the second Business Day after such Settlement Day.

6.4.2 BM Unit ABSVD shall:

(a) be expressed in MWh;

(b) follow the sign conventions set out in paragraph 2.4 of Annex X-2; and

6.4.3 The NETSO may resubmit to the SAA the BM Unit ABSVD in respect of any BM Unit and Settlement Period within a Settlement Day (originally sent under paragraph 6.4.1) at any time prior to the Final Reconciliation Settlement Run for such Settlement Day and the SAA shall correct such data in the Settlement Run following such resubmission.

6.4.4 For the avoidance of doubt, in respect of each Settlement Period and each BM Unit, volumes of Active Energy contained in the BM Unit ABSVD sent pursuant to paragraph 6.4.1 shall not include or be included in any volumes of Active Energy contained in Acceptance Data in respect thereof.

6.4.5 Not Used.

6.4.6 The obligations of the NETSO to send data under paragraph 6.4.1 in respect of Settlement Periods and Settlement Days, and the use of such data in the determination of Trading Charges in respect of Settlement Days in accordance with the provisions of Section T, shall apply in respect of each Settlement Period and Settlement Day from the time when paragraph 6.4.1 comes into effect.

6.4.7 Where the NETSO becomes reasonably aware that it is or may be required to provide ABSVD in relation to a MSID Pair, and that it will not be possible for the NETSO to assign such ABSVD to a BM Unit, the NETSO shall send to the SVAA, in respect of that MSID Par and in relation to any Settlement Period in a Settlement Day, the following ("Non BM Unit ABSVD"):

(a) Non BM Unit ABSVD MSID Pair Data in accordance with BSCP602 and paragraph 6.4.8; and

(b) the associated MSID Pair Delivered Volume in accordance with paragraph 6.4.9, and such MSID Pair Delivered Volume shall be sent to the SVAA by the fifteenth day after such Settlement Day to the extent such data has been received by the NETSO, and in any event by the forty fifth day after such Settlement Day.

6.4.8 For the purposes of the Code, "Non BM Unit ABSVD MSID Pair Data" shall contain the following in relation to an MSID Pair:

(a) the GSP Group in which the Import Metering System and (where applicable) Export Metering System are located;

(b) the MSID of the Import Metering System;

(d) the date from when, subject to the provisions of Section S10.2, the NETSO shall provide MSID Pair Delivered Volume in relation to this MSID Pair;

(e) the date to when, subject to the provisions of Section S10.2, the NETSO shall provide MSID Pair Delivered Volume in relation to this MSID Pair;

(f) a Customer Consent Flag for the MSID of the Import Metering System setting out:

(i) the date from when the Customer Consent Flag is to be effective; and

(ii) the date to when the Customer Consent Flag is to be effective;

(g) a Customer Consent Flag for the MSID of the Export Metering System setting out:

(i) the date from when the Customer Consent Flag is to be effective; and

(ii) the date to when the Customer Consent Flag is to be effective.

6.4.9 MSID Pair Delivered Volumes shall:

(a) be expressed in MWh;

(b) follow the sign conventions set out in paragraph 2.4 of Annex X-2; and

6.4.10 The NETSO may resubmit to the SVAA the MSID Pair Delivered Volume in respect of any MSID Pair and Settlement Period within a Settlement Day (originally sent pursuant to this paragraph 6.4.8) at any time prior to the Final Reconciliation Volume Allocation Run for such Settlement Day and the SVAA shall correct such data in the Volume Allocation Run following such resubmission.

6.4.11 For the avoidance of doubt, in respect of each Settlement Period and any MSID Pair, the MSID Pair Delivered Volumes sent pursuant to paragraph 6.4.8 shall not include or be included in any volumes of Active Energy contained in Acceptance Data in respect of any BM Unit(s) that include the MSIDs comprising the MSID Pair.

6.5 Not used

6.6 Outages

6.6.1 Where the NETSO is required to submit data by or within a specified period pursuant to this paragraph 6, such period shall be automatically extended by the period of any relevant Outage, and the NETSO shall submit relevant data in accordance with this paragraph 6 for the period of such Outage as soon as reasonably practicable after the end of such Outage.

6.7 Static Function Loss of Load Probability

6.7.1 The NETSO shall send any Loss of Load Probability function calculated in accordance with the Loss of Load Probability Calculation Statement to the BMRA not less than three months before it is due to take effect.

6.7.2 Not later than fifteen minutes following Gate Closure for each Settlement Period, the NETSO shall send to the BMRA the Final Loss of Load Probability value applicable to the relevant Settlement Period calculated in accordance with the Static LoLP Function Methodology.

6.7.3 Paragraph 6.7 shall cease to have effect for all Settlement Periods occurring on or after 00:00 on 1st November 2018.

6.8 Dynamic Function Loss of Load Probability

6.8.1 With effect from 00:00 on 1st November 2018 and for all Settlement Periods thereafter, the NETSO shall:

(a) calculate Indicative Loss of Load Probability values in accordance with the Dynamic LoLP Function Methodology at the following times:

(i) in relation to paragraph 6.8.2, at 1200 hours on each calendar day; and

(ii) in relation to paragraph 6.8.3, at eight hours, four hours and two hours prior to the beginning of the Settlement Period for each Settlement Period during each Settlement Day;

(b) calculate the Final Loss of Load Probability value for each Settlement Period in accordance with the Dynamic LoLP Function Methodology at the same time as Gate Closure for each Settlement Period.

6.8.2 Not later than fifteen minutes following the calculation time set out in paragraph 6.8.1(a)(i), the NETSO shall send to the BMRA the Indicative Loss of Load Probability values applicable to all Settlement Periods for which Gate Closure has not yet passed occurring within the current Operational Day and the following Operational Day.

6.8.3 Not later than fifteen minutes following the calculation time set out in paragraph 6.8.1(a)(ii), the NETSO shall send to the BMRA the Indicative Loss of Load Probability values applicable to each relevant Settlement Period.

6.8.4 Not later than fifteen minutes following the calculation time set out in paragraph 6.8.1(b), the NETSO shall send to the BMRA the Final Loss of Load Probability values applicable to the relevant Settlement Period.

6.9 Demand Control Instructions

6.9.1 In this paragraph 6.9:

(a) times by which the NETSO is to send data to the BMRA are target times, which the NETSO is expected to meet unless abnormal circumstances prevent it from doing so; and

(b) capitalised terms shall, unless otherwise defined in the Code, have the meanings given to such terms in the Grid Code.

6.9.2 For the purposes of paragraph 6.9, a Demand Control Event shall be:

(a) a demand disconnection instructed by the NETSO;

(b) a voltage reduction instructed by the NETSO; and/or

in each case as set out in OC6 of the Grid Code.

6.9.3 In respect of each Demand Control Event, not later than fifteen minutes after the commencement of a Demand Control Event the NETSO shall send to the BMRA the following:

(a) the unique identification number for that Demand Control Instruction;

(b) the relevant stage number for the Demand Control Event Stage (which, for the purposes of this paragraph, shall be the first Demand Control Event Stage);

(d) the Demand Control Event Start Point;

(e) where known, the Distribution System Operator instructed;

(f) the Demand Control Event Estimate in MW based on the total Demand Control Level anticipated to be delivered; and

(g) a SMAF Flag.

6.9.4 Not later than fifteen minutes after the NETSO has issued an updated Demand Control Instruction, the NETSO shall send to the BMRA the following:

(a) the relevant Demand Control Instruction identification number;

(b) the updated sequential Demand Control Event Stage number;

(d) the time and date of the additional Demand Control Instruction;

(e) where known, the Distribution System Operator instructed;

(f) the Demand Control Event Estimate in MW based on the total additional Demand Control Level anticipated to be delivered during the stage being reported; and

(g) a SMAF Flag.

6.9.5 Not later than fifteen minutes after the end of a Demand Control Event, the NETSO shall send to the BMRA the following:

(a) the Demand Control Instruction identification number; and

(b) the Demand Control Event End Point.

6.9.6 For the purposes of the Code, a Demand Control Impacted Settlement Period shall be:

(a) each Settlement Period that corresponds with:

(i) any Demand Control Event Start Point; or

(ii) any Demand Control Event End Point; or

(b) any intervening Settlement Period(s).

6.9.7 As soon as reasonably practical after receipt, the BMRA shall send each Demand Control Event Notice to the SVAA, the SAA and the CDCA.

7. MANIFEST ERRORS

7.1 Meaning of Manifest Error

7.1.1 For the purposes of this Section Q:

(a) there is a "Manifest Error" in a Bid-Offer Pair or an Acceptance where and only where:

(i) in relation to a Bid-Offer Pair, there was a Manifest Error on the part of the Lead Party of a BM Unit in the Offer Price and/or the Bid Price associated with a Bid-Offer Pair relating to that BM Unit which has been accepted by the NETSO;

(ii) in relation to an Acceptance and one or more of the Bids or Offers thereby accepted, the acceptance of such Bid(s) or Offer(s) was a Manifest Error on the part of the NETSO;

(b) for the purposes of paragraph (a) an error will be considered manifest only where it is self-evidently an error;

(i) an "Error Bid-Offer Pair" is the Bid-Offer Pair referred to in paragraph (a)(i) or (as the case may be) a Bid-Offer Pair which included one of the accepted Bid(s) or Offer(s) referred to in paragraph (a)(ii);

(ii) the "relevant" Acceptance is the Acceptance by which the Error Bid-Offer Pair(s) were accepted, and references to the Bid-Offer Acceptance Time shall be construed accordingly;

(iii) the "relevant" Settlement Period is the Settlement Period to which the Error Bid-Offer Pair relates;

(iv) references to the Lead Party are to the Lead Party of the BM Unit for which the Error Bid-Offer Pair(s) were submitted.

7.2 Claiming Manifest Errors

7.2.1 Where a Party considers that it has made a Manifest Error in a Bid-Offer Pair, such Party may, subject to paragraph 7.2.3, as soon as reasonably practicable after becoming aware of the error and in any event no later than four hours after the Bid-Offer Acceptance Time, make a claim to that effect by giving notice of such claim to the NETSO, identifying the Error Bid-Offer Pair.

7.2.2 Where the NETSO considers that it has made a Manifest Error in an Acceptance, the NETSO may, subject to paragraph 7.2.3, as soon as reasonably practicable after becoming aware of the error and in any event no later than four hours after the Bid-Offer Acceptance Time, make a claim to that effect by giving notice of such claim to BSCCo, which notice the NETSO shall also copy promptly to the Lead Party, identifying:

(a) each Error Bid-Offer Pair; and

(b) the relevant Acceptance, by specifying:

(i) subject to paragraph (ii), the Bid-Offer Acceptance Number;

(ii) where (at the time at which the NETSO gives such notice) the Bid-Offer Acceptance Number is not available to the NETSO (or no such number has been established), the Acceptance Data specified in paragraphs 5.3.1 (a) and (c).

7.2.3 Where a Party makes a claim of Manifest Error, such Party shall pay a fee to BSCCo the amount of which (for each such claim) shall be five thousand pounds sterling (£5,000), or such other amount as the Panel may from time to time, after consultation with Parties, determine upon not less than thirty days notice to Parties; which fee shall not be reimbursed in any circumstances.

7.3 Flagging Manifest Errors

7.3.1 Where a Party gives notice of a claim of Manifest Error to the NETSO under paragraph 7.2.1, the NETSO shall within fifteen minutes after receiving such notice forward the notice to BSCCo.

7.3.2 At the same time as giving notice (under paragraph 7.2.2 or 7.3.1) of a claimed Manifest Error, the NETSO shall ensure that a Manifest Error notice is posted on the BMRS, specifying the identity of the BM Unit, the relevant Settlement Period(s) and the Bid Price or Offer Price to which the claimed error relates.

7.4 Determination of Manifest Errors

7.4.1 The Panel shall consider claims of Manifest Error in accordance with this paragraph 7.4.

7.4.2 For the avoidance of doubt the Panel may establish or appoint a Panel Committee to discharge its functions under this paragraph 7; and (notwithstanding Section W2.2) the Panel may appoint the Trading Disputes Committee, and (if so appointed) that Committee shall have the ability and competence, to do so.

7.4.3 Where a claim of Manifest Error is made:

(a) the Panel Secretary shall arrange for the claim to be placed on the agenda of a meeting of the Panel (consistently with paragraph (c)), and shall request:

(i) the Party claiming the error to provide evidence and information supporting its claim;

(ii) the NETSO or the Lead Party (whichever is not the Party claiming the error) to provide comments in relation to the claim;

(iii) the NETSO to provide such information as the Panel Secretary considers may be required under paragraph 7.5.2(c);

(b) the Panel shall determine in its opinion whether there was a Manifest Error and (if so) what adjustments are to be made in accordance with paragraph 7.5;

(c) the Panel shall wherever practicable consider the claim in time for any such adjustments to be taken into account in the Initial Settlement Run;

(d) if the Lead Party claims a payment under paragraph 7.6.1, the Panel shall determine in its opinion what is the error compensation amount under paragraph 7.6;

(e) the Panel Secretary shall notify the Panel's determinations to the NETSO and all Trading Parties;

(f) BSCCo shall give such instructions to the SAA and FAA as are necessary to give effect to any such adjustments and payments;

(g) the fee under paragraph 7.2.3 shall be invoiced as and included in determining BSCCo Charges for the relevant Party for the next month for which BSCCo Charges are invoiced following the notification of the Panel's determination under paragraph (e), and paid accordingly.

7.4.4 The determination of the Panel (or any Panel Committee established or appointed under paragraph 7.4.2) as to whether there was a Manifest Error, and (if so) what adjustments are to be made under paragraph 7.5 and (if claimed) the amount of the error compensation amount to be paid under paragraph 7.6, shall be final and binding on all Parties.

7.5 Adjustments to Bid or Offer Price

7.5.1 Where the Panel determines that there was a Manifest Error, the Bid Price and Offer Price of each Error Bid-Offer Pair shall be adjusted (so that such Bid-Offer Pair shall be treated as if made at the adjusted Bid Price and Offer Price), for all purposes of Settlement, in accordance with paragraph 7.5.2.

7.5.2 For the purposes of paragraph 7.5.1:

(a) the Panel shall determine (in its opinion) in consultation with the :

(i) what other Bid-Offer Pairs (submitted by any Party) were available to, and not already accepted by, the NETSO at the Bid-Offer Acceptance Time;

(ii) which of those other Bid-Offer Pairs would (in the circumstances which gave rise to the NETSO accepting the Error Bid-Offer Pair(s), and having regard to the principles on which the NETSO generally selects Bid-Offer Pairs for acceptance) have been accepted by the NETSO, at the Bid-Offer Acceptance Time, if it had not accepted (by the relevant Acceptance) the Error Bid-Offer Pair;

(iii) the Bid Price or Offer Price of such Bid-Offer Pair (or where it determines that more than one would have been accepted, the average of such prices, weighted according to the quantities (in MWh) of each which would have been accepted)

(and for these purposes it shall be assumed that one or more of the Bid/Offer Pairs referred to in paragraph (a)(i) would have been so accepted);

(b) both the Bid Price and the Offer Price of the Error Bid-Offer Pair shall be adjusted to be equal to the price determined under paragraph (a)(iii);

(c) the NETSO shall provide to the Panel all such information as the Panel may reasonably require to enable it to determine the matters in paragraph (a).

7.6 Error compensation amount

7.6.1 Where the Panel determines that there was a Manifest Error, the Lead Party may, within the period of five Business Days commencing on the Business Day after the Panel determined the adjustment under paragraph 7.5.2, submit to BSCCo a claim for payment of an error compensation amount to be determined in accordance with this paragraph 7.6.

7.6.2 For the purposes of this paragraph 7, in relation to an Acceptance of an Error Bid-Offer Pair:

(a) the "error compensation amount" shall be an amount determined as:

max {(A - B), 0}

where

A is the amount of the Avoidable Party Costs of the Lead Party in relation to the changes in Exports and/or Imports determined by the Panel under paragraph 7.6.3(a);

B is an amount determined as:

(MECQⁿ_ij * Pⁿ_ij);

where Pⁿ_ij is the adjusted Offer Price or Bid Price (being the same price, in accordance with paragraph 7.5.2(b)) of the Error Bid-Offer Pair in accordance with paragraph 7.5.1;

(b) the "error compensation volume" (MECQⁿ_ij) is the quantity (in MWh) determined by the Panel under paragraph 7.6.3(b), subject to paragraph (c);

(i) MECQⁿ_ij shall be negative where it represents an increase in net Imports or a reduction in net Exports, and otherwise positive;

(ii) the value of MECQⁿ_ij shall not exceed the algebraic sum of the Period Accepted Offer Volume and Period Accepted Bid Volume for all Acceptances relating to the Error Bid-Offer Pair;

(iii) the magnitude of MECQⁿ_ij shall not exceed the magnitude of the amount claimed by the Lead Party under paragraph 7.6.3(a).

7.6.3 Where the Lead Party submits a claim under paragraph 7.6.1, the Panel shall determine, in its opinion:

(a) what changes in Exports and/or Imports of the BM Unit during the relevant Settlement Period resulted from action taken by the Lead Party for the purposes of complying (in accordance with the Grid Code) with the relevant Acceptance; and

(b) what is the net quantity (in MWh) of such changes in Exports or Imports of the BM Unit for such Settlement Period.

7.6.4 For the purposes of this paragraph 7.6:

(a) the Lead Party shall, at the time at which it submits its claim under paragraph 7.6.1, provide a statement to the Panel of the changes which the Lead Party considers to be the changes described in paragraph 7.6.3(a), and the quantity which the Lead Party considers to be the net quantity described in paragraph 7.6.3(b), and shall provide such other information as the Panel may reasonably request for the purposes of determining the matters in paragraphs 7.6.3(a) and (b);

(b) the Lead Party shall comply with the requirements of Section G2.2.1 in relation to determination of Avoidable Costs;

(c) the NETSO and each Distribution Company shall provide such information as the Panel may reasonably request for the purposes of determining the error compensation volume.

7.6.5 Where the Lead Party has submitted a claim in accordance with paragraph 7.6.1, subject to the provisions of the Code:

(a) the Lead Party shall be entitled to be paid by the BSC Clearer the error compensation amount, together with compound interest calculated by applying the Base Rate on a daily basis on the error compensation amount from the Initial Payment Date for the relevant Settlement Period to (but not including) the date (if later) when such payment is made;

(b) in the case of a Manifest Error (on the part of the NETSO) in an Acceptance, the NETSO shall be liable to pay to the BSC Clearer an amount equal to the amount payable to the Lead Party under paragraph (a);

(c) in the case of a Manifest Error (on the part of the Lead Party) in a Bid/Offer Pair, each Trading Party (including the Lead Party) shall be liable to pay to the BSC Clearer its Party Daily Reallocation Proportion (for the Settlement Day which included the relevant Settlement Period) of the amount payable to the Lead Party under paragraph (a); and

(d) the amounts of the entitlements and liabilities under paragraphs (a) to (c) shall be Ad-hoc Trading Charges for the purposes of Section N6.9.

7.6.6 The Implementation Date for the application of compound interest pursuant to paragraph 7.6.5(a) shall be the Go-live Date.

8. COMPENSATION FOR OUTAGES

8.1 General

8.1.1 For the purposes of this paragraph 8:

(a) an "outage compensation period" is:

(i) the period of any Outage, where the NETSO gave notice (pursuant to BC1.4.1(c) or BC2.9.7.2 of the Grid Code) of less than twelve hours of the commencement of such Outage, or gave notice thereof after such commencement; or

(ii) irrespective of the period of notice given of the Outage, the period (if any) of an Outage which falls more than two hours after the commencement of the Outage;

(b) a "relevant" Settlement Period is a Settlement Period for which Gate Closure fell within the outage compensation period.

8.1.2 For the avoidance of doubt, this paragraph 8 shall not apply by reason only of any Outage or other withdrawal, failure or breakdown of any system which does not affect the communication of Physical Notifications.

8.1.3 If any dispute arises in connection with this paragraph 8 as to the time of commencement of an Outage, or the period of such an Outage, the Panel shall determine the matter in dispute after consultation with the NETSO and the Party raising the dispute, and the Panel's determination shall be final and binding for the purposes of this paragraph 8.

8.2 Claim for compensation following unplanned outage

8.2.1 Subject to the provisions of the Code, following an outage compensation period, a Party which:

(a) is the Lead Party of any BM Unit(s); and

(b) considers:

(i) it suffered (consistent with the matters set out in paragraph 8.2.5) a material loss, which it could not reasonably have avoided, as a result of its inability to submit Physical Notifications during an outage compensation period; or

(ii) where a Metered Volume Reallocation Notification(s) is in force for any BM Unit(s), that collectively it and all Subsidiary Parties in relation to any BM Unit ("relevant" Subsidiary Parties for the purposes of this paragraph 8) suffered (consistent with the matters set out in paragraph 8.2.5) a net material loss, which could not reasonably have been avoided, as a result of its inability to submit Physical Notifications during an outage compensation period,

may, within the period of ten Business Days after the end of the compensation outage period, submit to BSCCo a claim for payment of compensation to be determined in accordance with this paragraph 8.2.

8.2.1A The Party shall, at the time at which it submits a claim under paragraph 8.2.1:

(a) provide a statement and explanation of the basis on which it considers that it has or it and all relevant Subsidiary Parties have suffered such a loss as is referred to in paragraph 8.2.1; and

(b) for each Metered Volume Reallocation Notification(s) in force for any relevant BM Unit(s) provide:

(i) the MVRNA Authorisation under which it is given (thereby identifying the BM Unit, the Lead Party and relevant Subsidiary Party and the Subsidiary Energy Account to which it relates); and

(ii) for each relevant Settlement Period, the quantity of Active Energy and the percentage (either of which may be zero) of BM Unit Metered Volume allocated to each Subsidiary Energy Account in accordance with Section P3.3.

8.2.2 The Panel will not consider a claim by a Party for compensation under this paragraph 8.2 unless the Party's submission under paragraph 8.2.1 demonstrates (but without prejudice to what the Panel determines under paragraph 8.2.4), to the reasonable satisfaction of the Panel, that it and any relevant Subsidiary Party suffered such a loss as is referred to in paragraph 8.2.1(b).

8.2.3 For the purposes of this paragraph 8.2:

(a) the Party shall provide such other information as the Panel may reasonably request by way of justification of what is claimed in the Party's statement or otherwise for the purposes of the Panel's determination of such matters;

(b) a relevant Subsidiary Party shall provide such other information as the Panel may reasonably request by way of justification of what is claimed in the Party’s statement or otherwise for the purposes of the Panel’s determination of such matters;

(c) to the extent required by the Panel, the Party shall comply with the requirements of Section G2.2.1 in relation to determination of Avoidable Costs for its BM Units; and

(d) the NETSO and each Distribution Company shall provide such information as the Panel may reasonably request for the purposes of determining the matters in paragraph 8.2.

8.2.4 Where the Panel determines (in accordance with paragraph 8.2.2) to consider the Party's claim, the Panel shall determine, in its opinion, the amount of the loss:

(a) which was suffered by the Party and any relevant Subsidiary Party; and

(b) which the Party and any relevant Subsidiary Party could not reasonably have avoided,

as a result of the Party's inability to submit or resubmit Physical Notifications during the outage compensation period.

8.2.5 In determining the amount (if any) of the loss suffered by a Party and any relevant Subsidiary Party, and whether and the extent to which the Party and any relevant Subsidiary Party could reasonably have avoided such loss, the Panel shall have regard to the following:

(a) whether and the extent to which, in the opinion of the Panel, the net financial position of the Party together with all relevant Subsidiary Parties, in respect of Trading Charges, was worse than the net financial position of the Party together with all relevant Subsidiary Parties, in respect of Trading Charges and Avoidable Costs, would have been if the Party had been able to submit or resubmit Physical Notifications during the outage compensation period; where Avoidable Costs refers to Avoidable Costs which would have been incurred in respect of changes which would (if the Party had so been able) have occurred in Exports and/or Imports of the BM Units of which the Party is Lead Party; and

(b) whether and the extent to which, in the opinion of the Panel, the Party acted reasonably and prudently in making commitments which resulted in notification of Energy Contract Volumes relating to relevant Settlement Periods, and otherwise in its operations under the Grid Code and the Code;

and the Panel shall disregard costs and losses (including in respect of amounts payable in respect of such commitments as are referred to in paragraph (b)) other than those referred to in paragraph (a).

8.3 Compensation entitlements

8.3.1 Where a Party has submitted a claim for compensation in accordance with paragraph 8.2:

(a) that Party and any relevant Subsidiary Party shall be informed of the Panel’s determination under paragraph 8.2.4;

(b) that Party shall be entitled to be paid by the BSC Clearer the amount (if any) determined in accordance with paragraph 8.2.4, together with compound interest calculated at the Base Rate on such amount on a daily basis from the Initial Payment Date for the Settlement Period in which the outage compensation period ended to (but not including) the date (if later) when such payment is made;

(d) such entitlements and liabilities shall be Ad-hoc Trading Charges for the purposes of Section N6.9; and

(e) BSCCo shall give such instructions to the FAA as are necessary to give effect to the payment of such Ad-hoc Trading Charges.

8.3.2 The Implementation Date for the application of compound interest pursuant to paragraph 8.3.1(b) shall be the Go-live Date.

9. NOT USED

10. NOT USED

11. SUBMISSION OF INSIDE INFORMATION DATA

11.1 Application

11.1.1 For the purposes of the Code, references in this paragraph 11 to a Party shall be construed as a reference to a Party which is a Market Participant in the Wholesale Energy Market in possession of Inside Information Data.

11.2 Inside Information Data

11.2.1 A Party may submit Inside Information Data to the BMRA via the BSC Website in accordance with Section O2.2.3.

11.2.2 Inside Information Data shall be submitted by an authorised person previously approved or a delegate otherwise approved in accordance with BSCP38.

11.2.3 Not used.

11.2.4 Without prejudice to the generality of Section V1.1.4, each Party acknowledges and agrees that no Party shall have any claim or entitlement against BSCCo (including its agents), BSC Agents, the NETSO or any other Party in respect of the availability, non-availability, accuracy, inaccuracy, completeness or incompleteness of the Inside Information Data published on the BMRS from time to time and nothing in the Code shall operate to relieve a Party, where applicable, from its obligations and responsibilities pursuant to REMIT.

11.3 Submission of Data by BSCCo

11.3.1 BSCCo shall send to the BMRA all Inside Information Data that it receives from time to time from a Market Participant, as soon as reasonably practicable after receipt taking into account any technical constraints.

11.4 Submission of Data by Non-Parties

11.4.1 BSCCo shall ensure that any non-Party wishing to submit Inside Information Data to the BMRS:

(a) undergoes a relevant authorisation process; and

(b) complies with the requirements set out in this Section Q.

AMENDMENT RECORD – SECTION Q

Section Q

Version 46.0

Effective Date: 07 November 2024

Modification Proposal	Decision Date	Implementation Date	Version
P463	08/08/24	07/11/24	46.0
ORD009	13/09/24	01/10/24	45.0
P450	12/01/23	23/02/23	44.0
P448	25/11/22	07/12/22	43.0
P433 Self Governance	13/01/22	30/06/22	42.0
P375	24/02/21	30/06/22	42.0
P421	11/03/22	18/03/22	41.0
P399	18/05/21	04/11/21	40.0
P408 Self Governance	29/01/21	18/03/21	39.0
P371	16/12/19	25/06/20	38.0
P403 Self-Governance	09/04/20	28/05/20	37.0
P388 Self Governance	08/08/19	01.04/20	36.0
P354	18/06/18	01/04/20	36.0
P394 Self Governance	12/12/20	27/02/20	35.0
P384 Self Governance	09/05/19	18/12/19	34.0
P386 Self Governance	13/06/19	07/11/19	33.0
P380 Self Governance	14/03/19	27/06/19	32.0
P367 Self-Governance	14/06/18	27/06/19	32.0
P369	24/09/18	29/03/19	31.0
P344	24/08/18	28/02/19	30.0
P373 (Nullification of P297)	22/02/19	28/02/19	30.0
P297(Nullified by P373)	28/04/14	28/02/19	30.0
P335	19/09/16	02/11/17	29.0
P336 Self Governance	14/04/16	02/11/17	29.0
P329 Alternative	19/04/16	29/06/17	28.0
P333	02/08/16	03/11/16	27.0
P340	09/06/16	07/07/16	26.0
P323	08/10/15	05/11/15	25.0
P327 Fast Track Self Governance	10/09/15	05/11/15	25.0
P305	02/04/15	05/11/15	25.0
P311	14/08/14	31/12/14	24.0
P291	16/08/13	31/12/14	24.0
P295	22/01/14	16/12/14	23.0
P244	20/01/10	04/11/10	22.0
P243	20/01/10	04/11/10	22.0
P248	05/02/10	12/02/10	21.0
P239	25/06/09	05/11/09	20.0
P232	25/06/09	05/11/09	20.0
P217	16/10/08	05/11/09	20.0
P236	16/09/09	23/09/09	19.0
P226	27/02/09	25/06/09	18.0
P215	23/04/08	25/06/09	18.0
P220	02/04/08	06/11/08	17.0
P219	02/04/08	06/11/08	17.0
P208	16/01/07	22/02/07	16.0
P177	10/06/05	15/07/05	15.0
P172	29/04/05	09/05/05	14.0
P179	09/02/05	23/02/05	13.0
P140	29/06/04	23/02/05	13.0
ORD001	BETTA	01/09/04	12.0
P89	01/05/03	23/05/03	11.0
P78	09/09/02	11/03/03	10.0
P71	22/11/02	11/03/03	10.0
P101	02/01/03	23/01/03	9.0
P73	15/10/02	05/11/02	8.0
P86	23/09/02	30/09/02	7.0
P33	07/12/01	30/09/02	7.0
P46	14/05/02	22/05/02	6.0
P48	27/03/02	02/04/02	5.0
P22	07/12/01	01/04/02	4.0
P45	22/03/02	27/03/02	3.0
P8	24/09/01	25/09/01	2.0

SECTION R: COLLECTION AND AGGREGATION OF METER DATA FROM CVA METERING SYSTEMS

1. INTRODUCTION

1.1 General

1.1.1 This Section R provides for the determination of Metered Volumes for the purposes of Central Volume Allocation in respect of:

(a) BM Units other than Interconnector BM Units, Supplier BM Units and Secondary BM Units (in this Section R, "relevant" BM Units);

(b) Interconnectors;

(d) GSP Groups;

(collectively referred to as "Volume Allocation Units" for the purposes of this Section R).

1.1.2 This Section R accordingly sets out:

(a) the basis on which data registered in CRS and Meter Technical Details will be submitted to and validated by the CDCA;

(b) requirements for Parties to prepare Aggregation Rules and submit such rules to the CDCA, and for the validation of such rules;

(c) the basis on which Line Loss Factors will be submitted to CDCA for CVA Metering Systems connected to Distribution Systems; and

(d) the basis on which the CDCA will collect and validate or (where necessary) estimate metered data from Metering Systems, aggregate such data to determine Metered Volumes, and submit such Metered Volumes to the SAA and/or SVAA.

1.1.3 This Section R applies only in relation to CVA Metering Systems (and references in this Section R to Metering Systems shall be construed accordingly).

1.1.4 Paragraph 7 of this Section R provides for the determination of BM Unit Metered Volumes in respect of Interconnector BM Units (other than those for which an Interconnector Error Administrator is Lead Party); and further references to BM Units in paragraphs 1 to 6 do not include Interconnector BM Units.

1.2 Metered Volumes

1.2.1 For the purposes of this Section R, in relation to a Volume Allocation Unit and a Settlement Period, the "Metered Volume" is the net aggregate volume of Active Energy, determined as at the Transmission System Boundary, which flowed in that Settlement Period to or from that Volume Allocation Unit.

1.3 Settlement Calendar

1.3.1 The CDCA shall undertake its duties under this Section R as to the collection, validation, estimation and aggregation of metered data, and the submission of such data to certain Parties and other BSC Agents, in accordance with BSCP01 and the prevailing Settlement Calendar.

1.4 Requirements for data collection

1.4.1 The CDCA shall collect or procure the collection of metered data (as required by paragraph 5) available from Outstations either by means of remote interrogation or by means of manual on-site interrogation.

1.4.2 The CDCA shall be responsible for the operation and maintenance of Communications Equipment (other than modems or equivalent exchange links) after it has been installed by the Registrant in accordance with Section L; and for the purposes of remote interrogation the CDCA shall enter into, manage and monitor contracts or other arrangements to provide for the maintenance of all communication links which form part of such Communications Equipment.

1.4.3 In the event of any fault or failure of any communication link or any error or omission in such data or all necessary data not being available from Outstations the CDCA shall collect or procure the collection of such data by manual on-site interrogation.

1.4.4 The CDCA shall cease to be required to maintain communications links in respect of Metering Equipment if, and with effect from the date when, the Metering System ceases to be registered in CMRS.

1.4.5 The CDCA shall be responsible for the installation and maintenance of central collector stations.

1.4.6 Communications Equipment need not be dedicated exclusively to the provision of data to the CDCA for the purposes of Central Volume Allocation, provided that any other use shall not interfere at any time with the operation of the Central Volume Allocation processes.

1.4.7 The CDCA shall comply (without charge to the Registrant) with any reasonable request by the Registrant to provide access to Communications Equipment to the Registrant and to other persons nominated by the Registrant (including for the purposes of complying with the Registrant's obligations under Section L5.2).

1.5 Objective of CDCA

1.5.1 The CDCA shall carry out its functions under this Section R with the objective of ensuring that all exports and imports at CVA Boundary Points and Systems Connection Points are properly and accurately taken into account and allocated to the responsible Party in Central Volume Allocation.

1.6 Interpretation

1.6.1 For the purposes of this Section R:

(a) "metered data" means data, relating to a flow (by way of import or export) of Active Energy or Reactive Energy, derived from any meter register of any Metering System;

(b) where the context admits, a reference to metered data shall include estimated data;

(d) "reactive energy metered data" is metered data relating to a flow of Reactive Energy;

(e) unless the context otherwise requires, references to metered data are to active energy metered data only; and

(f) "import" and "export" shall be construed as including (in addition to Import and Export in accordance with Section K) a flow of electricity at a Systems Connection Point to or from a given System.

1.6.2 No provision of this Section R (including without limitation paragraphs 1.5 and 3.1.4(a)(iii)) shall be construed as requiring anything to be done which could not be done without the existence of Aggregation Rules specifying data or operations beyond what is permitted to be specified in accordance with paragraph 3.3.1.

2. REGISTRATION AND TECHNICAL DETAILS

2.1 Registration Data

2.1.1 Data registered in CRS will be submitted by the CRA to the CDCA pursuant to Section K6.

2.1.2 The CDCA shall:

(a) validate (as to completeness and form) registration data submitted to it by the CRA;

(b) record and maintain such validated data; and

(c) where the CRA fails to submit any registration data to the CDCA, or any registration data which is submitted fails validation, so inform the CRA and request the CRA to submit or correct and submit the registration data.

2.2 Meter Technical Details

2.2.1 Meter Technical Details for each CVA Metering System will be submitted to the CDCA by the Registrant in accordance with BSCP20 and pursuant to Section L2.4.1(c).

2.2.2 The CDCA shall:

(a) validate (as to completeness and form) Meter Technical Details submitted to it;

(b) record and maintain in CMRS such validated data; and

(c) where the Registrant fails to submit any Meter Technical Details to the CDCA, or any Meter Technical Details which are submitted fail validation, so inform the Registrant and request the Registrant to submit or correct and submit the Meter Technical Details.

3. AGGREGATION RULES

3.1 General

3.1.1 For the purposes of the Code "Aggregation Rules" relating to a Volume Allocation Unit are rules by reference to which import or export active energy metered data collected from Outstations relating to meter registers of one or more Metering Systems are to be aggregated so as to provide, in relation to any Settlement Period, the Metered Volume for that Volume Allocation Unit for the purposes of Settlement.

3.1.2 For the purposes of this Section R, references to the "aggregation" of metered data are to the application to such data of any one or more of the arithmetic operations referred to in paragraph 3.3.1(b) (and 'aggregate' and 'aggregated' shall be construed accordingly).

3.1.3 Aggregation Rules must comply with the applicable requirements and criteria in paragraph 3.3.

3.1.4 Where under this Section R a Party is required to prepare and submit to the CDCA any Aggregation Rules in relation to any Volume Allocation Unit:

(a) the Party shall prepare such rules:

(i) in good faith and in accordance with Good Industry Practice;

(ii) so that such rules comply with the applicable requirements and criteria in paragraph 3.3; and

(iii) so that such rules will ensure that the volumes determined by reference to those rules are those which should be so determined as Metered Volumes;

(b) the Party shall ensure that the rules for the time being submitted continue at all times to comply with paragraphs (a)(ii) and (iii);

(i) at the time at which that Party or any other Party applies for registration in accordance with Section K2 of any Metering System from which metered data is to be taken into account under such rules;

(ii) at any time at which there is any change in any such Metering System or in composition of the relevant Volume Allocation Unit;

(iii) at any other time at which it is necessary to do so to comply with paragraph (b);

(iv) at any time if reasonably requested to do so by the CDCA pursuant to paragraph 3.1.5.

3.1.5 Without prejudice to the obligations of any Party under this paragraph 3, the CDCA may, at any time, request a Party to submit or re-submit Aggregation Rules which that Party is required under this paragraph 3 to submit.

3.1.6 The fact that the CDCA may for the time being have validated and recorded a set of Aggregation Rules shall not relieve the Party required to submit such rules from responsibility to ensure that such rules continue to comply with the requirements in paragraph 3.1.4(a).

3.1.7 In relation to a Metering System associated with a Distribution Systems Connection Point, the Registrant shall not unreasonably withhold consent (for the purposes of paragraph 3.3.5(d)(i) to a set of Aggregation Rules proposed by the other Distribution System Operator.

3.1.8 For the purposes of this paragraph 3, in relation to any set of Aggregation Rules a "related Party" is a Party whose consent to such Aggregation Rules is required under paragraph 3.3.5(d)(i).

3.2 Duty to prepare and submit Aggregation Rules

3.2.1 The Lead Party of each relevant BM Unit shall prepare a set of Aggregation Rules in respect of that BM Unit, which:

(a) relate to each of the Metering System(s) associated with such BM Unit, and

(b) provides for the determination of the BM Unit Metered Volume.

3.2.2 The NETSO shall prepare a set of Aggregation Rules in respect of each Transmission Interconnector, which:

(a) relate to each of the Metering System(s) associated with such Interconnector, and

(b) provide for the determination of the Interconnector Metered Volume.

3.2.3 Each Distribution System Operator shall prepare:

(a) a set of Aggregation Rules in respect of each Grid Supply Point at which its Distribution System is connected to the Transmission System, which:

(i) relate to each of the Metering System(s) associated with such Grid Supply Point, and

(ii) provide for the determination of the Metered Volume in respect of such Grid Supply Point;

(b) in relation to any GSP Group for which the Distribution System Operator is responsible (in accordance with paragraph 3.2.6), a set of Aggregation Rules which:

(i) relate to each of the Metering System(s) associated with each Systems Connection Point on that GSP Group, and

(ii) provide for the determination of the GSP Group Metered Volume for that GSP Group;

(c) a set of Aggregation Rules in respect of each Distribution Interconnector which is connected to its Distribution System, which:

(i) relate to each of the Metering System(s) associated with such Interconnector, and

(ii) provide for the determination of the Interconnector Metered Volume.

3.2.4 The Party responsible (in accordance with paragraphs 3.2.1 to 3.2.3) for preparing a set of Aggregation Rules shall in accordance with BSCP75:

(a) submit such rules to the CDCA; and

(b) where paragraph 3.3.5(d) applies, at the same time submit to the CDCA evidence of the consent of the related Parties.

3.2.5 In the case of a BM Unit which comprises a Range CCGT Module:

(a) the Lead Party may, subject to and in accordance with BSCP75, and consistent with the information for the time being submitted to the NETSO under the Grid Code:

(i) prepare and submit more than one set of Aggregation Rules (each of which shall comply with the requirements of paragraph 3.3), reflecting different operating configurations of the Plant and Apparatus comprised in the Range CCGT Module; and

(ii) elect and from time to time change its election (by notice to the CDCA given not later than the equivalent data is to be given to the NETSO under the Grid Code) as to which of the sets of Aggregation Rules for the time being so submitted (provided the same is valid in accordance with paragraph 3.4.2) is to be used by the CDCA in determining the BM Unit Metered Volume;

(b) the CDCA shall use the set of Aggregation Rules for the time being so elected by the Lead Party for the purposes of paragraph 5.4.

3.2.5A In the case of a Power Park Module which belongs to a Switching Group:

(a) the Lead Party may, subject to and in accordance with BSCP75, and consistent with the information for the time being submitted to the NETSO under the Grid Code:

(ii) elect and from time to time change its election (by notice to the CDCA in accordance with BSCP75) as to which of the sets of Aggregation Rules for the time being so submitted (provided the same is valid in accordance with paragraph 3.4.2) is to be used by the CDCA in determining the BM Unit Metered Volume; and

(b) the CDCA shall, as soon as practicable, use the set of Aggregation Rules for the time being so elected by the Lead Party for the purposes of paragraph 5.4; and

(c) where the CDCA (due to technical constraints in the CDCA system) is unable to make the change in Aggregation Rules so elected effective until 00:00 following the time of the change, the Lead Party may request that any resulting error in the BM Unit Metered Volumes is corrected subject to and in accordance with BSCP03.

3.2.6 For the purposes of paragraph 3.2.3(b), in relation to each GSP Group, the Distribution System Operator which is responsible for preparing a set of Aggregation Rules shall be:

(a) subject to paragraph (c), the Licensed Distribution System Operator which was so responsible as at 1st August 2003; or

(b) subject to paragraph (c), in relation to those GSPs described in Section K1.8.1(a)(ii), the Scottish Distribution Licensee in respect of that BSP Group under SAS on 1st August 2003; or

(c) if no Licensed Distribution System Operator or Scottish Distribution Licensee was so responsible, or if the person which was so responsible ceases to be the Distribution System Operator of the principal Distribution System (in that GSP Group) which it operated as at 1st August 2003, or in relation to those GSPs described in Section K1.8.1(a)(ii), the Scottish Distribution Licensee in respect of a BSP Group under SAS on 1st August 2003 ceases to be the Distribution System Operator of the principal Distribution System (in that GSP Group) which it operated as at BETTA Go Active or if (after consultation with the NETSO, relevant Distribution System Operators and the Authority) the Panel consents to such person relinquishing such responsibility:

(i) one of the relevant Distribution System Operator(s), selected and nominated to the Panel by agreement of all of the relevant Distribution System Operators and approved by the Panel as such, or

(ii) failing such agreement and approval, one of the relevant Distribution System Operator(s) designated by the Panel, after consultation with such Distribution System Operator, the NETSO, each other relevant Distribution System Operator and the Authority, to undertake such role;

where (in relation to a GSP Group) the relevant Distribution System Operator(s) are the Distribution System Operators of the Distribution System(s) in that GSP Group which are connected to the Transmission System.

3.3 Requirements for Aggregation Rules

3.3.1 For the purposes of the Code:

(a) Aggregation Rules shall be algebraic rules complying with the requirements as to form specified in BSCP75;

(b) in particular, Aggregation Rules may only specify:

(i) as data to which such rules are to be applied, (1) metered data, Line Loss Factors, and constants, or (2) intermediate terms derived (consistently with paragraph (ii)) from such data;

(ii) as operations to be applied to such data, the operations (or combinations of the operations) of addition, subtraction, multiplication and division and (from the date determined for these purposes by the Panel) logical 'IF' operations;

(c) for the avoidance of doubt, a set of Aggregation Rules may contain sub-sets of rules, or rules requiring iteration, applying to intermediate terms derived consistently with paragraph (b).

3.3.2 Where any Aggregation Rules relate to any Metering System which is connected to a Distribution System, the Aggregation Rules shall specify, or enable the CDCA to determine, which Line Loss Factor(s) are to be applied, and how they are to be applied, to metered data in determining Metered Volumes.

3.3.3 Aggregation Rules must utilise the conventions as to sign set out in Annex X-2, insofar as such conventions are capable of applying in relation to such Aggregation Rules.

3.3.4 In any case in which (as specified in the relevant Meter Technical Details) metered data will have been subject to any operation (equivalent to any of the arithmetic operations referred to in paragraph 3.3.1(b)) performed automatically by the Metering Equipment, the Aggregation Rules shall not provide for such operation.

3.3.5 Without prejudice to paragraph 3.1 and to any requirements of BSCP75, the set of Aggregation Rules for any Volume Allocation Unit must satisfy the following criteria:

(a) the Aggregation Rules are consistent with:

(i) any supporting information supplied to the CDCA under paragraph 3.4.4 by the Party submitting such Aggregation Rules;

(ii) the registration data received by the CDCA from the CRA;

(iii) the Metering Technical Details submitted to the CDCA by the Registrant;

(b) the Aggregation Rules relate to each Metering System to which they are required by paragraph 3.2 to relate;

(c) the Aggregation Rules employ only the functions referred to in paragraph 3.3.1, and otherwise are consistent with that paragraph;

(d) in any case where the sets of Aggregation Rules for more than one Volume Allocation Unit relate to the same Metering System:

(i) each of the Parties which is responsible for such Aggregation Rules has consented to each such set of Aggregation Rules;

(ii) such sets of Aggregation Rules, taken together, are consistent with each other and in particular have the effect that there is no double counting (as between such Volume Allocation Units) of metered data derived from such Metering System, and that no such metered data is omitted from being counted;

(e) without prejudice to the generality of paragraph (d), in the case of Aggregation Rules which relate to a Metering System associated with a Distribution Systems Connection Point on two GSP Groups, metered data is taken into account so as to have equal and opposite effects in the determination of GSP Group Metered Volume for each such GSP Group;

(f) in the case of Aggregation Rules which relate to a Metering System connected to a Distribution System, the Aggregation Rules provide for the relevant Line Loss Factors to be applied to metered data:

(i) before any combination of metered data to which different Line Loss Factors are to be applied;

(ii) before any combination of import and export active energy metered data.

3.4 Validation of Aggregation Rules

3.4.1 The CDCA shall validate each set of Aggregation Rules submitted or resubmitted to it.

3.4.2 The CDCA shall treat a set of Aggregation Rules as validated if and only if the Aggregation Rules:

(a) comply with the requirements in paragraphs 3.3.1, 3.3.2, 3.3.3 and 3.3.4;

(b) satisfy the criteria in paragraph 3.3.5;

(d) comply with and were submitted in compliance with BSCP75.

3.4.3 The CDCA shall at all times keep under review, by reference to all information provided to it pursuant to any provision of the Code, and determine whether any Party which should have submitted or re-submitted a set of Aggregation Rules has failed to do.

3.4.4 In connection with the validation under paragraph 3.4.1 of Aggregation Rules or review under paragraph 3.4.3 of whether any Party has failed to submit Aggregation Rules, the CDCA may:

(a) request any Party which is or which the CDCA believes to be responsible for submitting Aggregation Rules to supply information or supporting information (including but not limited to network diagrams, connection agreements and installation documentation) to it;

(b) undertake a site visit to the relevant site, or procure that such a site visit is undertaken and a report on such visit received.

3.4.5 A Party shall comply with any reasonable request for information made by the CDCA for the purpose of validation of Aggregation Rules or review of whether any Party has failed to submit Aggregation Rules.

3.4.6 In relation to any Volume Allocation Unit, where the CDCA determines not to validate (in accordance with paragraph 3.4.2) a set of Aggregation Rules submitted by the responsible Party, or determines that the responsible Party has failed to submit a set of Aggregation Rules:

(a) the CDCA shall so notify the responsible Party:

(i) setting out in brief detail the reasons for which the CDCA has so determined; and

(ii) requesting the responsible Party to submit or resubmit a set of Aggregation Rules;

(b) where there is a prevailing set of Aggregation Rules which are in the CDCA’s opinion appropriate (having regard to the requirements and criteria in paragraphs 3.1.4(a)(iii) and 3.3) to continue to use for the purposes of determining the Metered Volumes in relation to the Volume Allocation Unit, the CDCA will:

(i) continue (until such time as a new set of Aggregation Rules is validated) to use such Aggregation Rules; and

(ii) so inform the Panel, the responsible Party and any related Party (whose consent shall not however be required);

(c) where paragraph (b) does not apply, and the CDCA is for the time being required (under paragraph 5) to determine Metered Volumes in relation to the relevant Volume Aggregation Unit, the CDCA shall (until such time as a valid set of Aggregation Rules is submitted by the responsible Party) and each Party hereby authorises the CDCA to:

(i) determine such Aggregation Rules as are in its reasonable opinion appropriate (having regard to the requirements and criteria in paragraphs 3.1.4(a)(iii) and 3.3) for the relevant Volume Allocation Unit;

(ii) provide such Aggregation Rules to the Panel and to the responsible Party and where relevant to any related Party (whose consent shall not however be required);

(iii) revise such Aggregation Rules in accordance and with effect from the time of any direction to do so given by the Panel;

(iv) apply the Aggregation Rules determined by it under paragraph (i), as revised pursuant to paragraph (iii), in the determination of Metered Volumes for the relevant Volume Allocation Unit.

3.4.7 The use of any Aggregation Rules determined or revised by the CDCA pursuant to paragraph 3.4.6 in any Volume Allocation Run shall (in accordance with Section U2.6) be binding on all Parties, but without prejudice to the ability of any Party to raise a Trading Dispute in relation thereto in accordance with Section W.

3.4.8 Paragraph 3.4.6 shall not prevent the CDCA from using validated Aggregation Rules received after the Settlement Day but in sufficient time to be used in the Interim Information Volume Allocation Run.

3.4.9 The CDCA shall:

(a) record and maintain in CMRS for each Volume Allocation Unit the prevailing Aggregation Rules validated or (where paragraph 3.4.6 applies) determined or revised by it; and

(b) provide a copy of any set of Aggregation Rules maintained by it to the Party responsible for submitting such Aggregation Rules, or to any related Party, upon request from such Party.

3.5 Further review of Aggregation Rules

3.5.1 Without prejudice to its validation of compliance of each particular set of Aggregation Rules pursuant to paragraph 3.4, the CDCA shall at all times keep under review and determine whether:

(a) all sets of Aggregation Rules taken collectively result in the proper determination and allocation of Metered Volumes for Volume Allocation Units; or

(b) there is any Metering System installed pursuant to any provision of the Code metered data derived from which is not fully taken into account in Aggregation Rules.

3.5.2 Where pursuant to paragraph 3.5.1 the CDCA identifies any possible defect or omission in the full and proper determination and allocation of Metered Volumes, the CDCA shall promptly report the same to the Panel and (if requested to do so) shall discuss with the Panel how such defect or omission should be remedied or otherwise addressed.

4. LINE LOSS FACTORS

4.1 Introduction

4.1.1 Line Loss Factors for relevant CVA Metering Systems connected to Distribution Systems will be established in accordance with Section K1.7.

4.2 Submission to CDCA

4.2.1 BSCCo shall submit to the CDCA, in accordance with BSCP128, for each relevant Metering System, Line Loss Factors as submitted to and approved by the Panel, or as from time to time applying in default of such submission or approval, pursuant to Section K1.7.

4.2.2 If for any relevant Metering System, Line Loss Factor(s) as specified in the Aggregation Rules have not been submitted to the CDCA, the CDCA shall assume a default Line Loss Factor of 1.0 or as otherwise provided in BSCP128 until such time as the required Line Loss Factor(s) are submitted to it.

5. COLLECTION, VALIDATION, ESTIMATION AND AGGREGATION OF METERED DATA

5.1 Collection of Meter Data

5.1.1 The CDCA shall in accordance with paragraph 1.4 collect active energy and reactive energy metered data in respect of each Settlement Period from all Outstations associated with CVA Metering Systems.

5.1.2 In any case where a Metering System produces metered data (for a Settlement Period) which is collected in units of power (i.e. kW or MW, or kVAr or MVAr) rather than Active Energy or Reactive Energy:

(a) the CDCA will convert such metered data to an Active Energy or Reactive Energy value by multiplying by Settlement Period Duration;

(b) further references in this Section R to collected metered data are to such data following such conversion;

(c) any Aggregation Rules (as to active energy metered data) which relate to such Metering System shall not provide for such conversion.

5.2 Validation

5.2.1 The CDCA shall validate (according to validation principles from time to time established by the CDCA and approved by the Panel) active energy and reactive energy metered data collected pursuant to paragraph 5.1.

5.2.2 Where the CDCA determines, pursuant to validation under paragraph 5.2.1, that any metered data are invalid or missing, the CDCA shall so notify the relevant Meter Operator Agent and Registrant in accordance with BSCP03.

5.3 Estimation of data

5.3.1 Paragraph 5.3.3 shall apply (in accordance with paragraph 5.3.2 where applicable) in relation to any metered data collected or to be collected pursuant to paragraph 5.1.1, where:

(a) such metered data are invalid or missing, or

(b) in the case of active energy metered data only:

(i) errors in such data are notified to the CDCA by the relevant Meter Operator Agent or Registrant, or

(ii) the CDCA reasonably believes such data to be erroneous, or

(iii) the Metering System has been found to be outside the applicable limits of accuracy for whatever reason.

5.3.2 Where Metering Equipment has ceased to function or is found to be outside the applicable limits of accuracy in accordance with Section L3.5, paragraph 5.3.3 shall apply for the period:

(a) in the case where Metering Equipment ceases to function, from the date of such cessation,

(b) in the case where Metering Equipment is outside the applicable limits of accuracy, from the time when such inaccuracy is known or (if not known) estimated by the CDCA to have first occurred or, if the CDCA cannot estimate such time, from 0000 hours on the day during which such inaccuracy was identified and reported to the CDCA,

until, in either such case, the date when such Metering Equipment is adjusted, replaced, repaired or renewed pursuant to Section L and/or otherwise next conforms to the applicable limits of accuracy.

5.3.3 Where this paragraph applies:

(a) the CDCA shall in accordance with BSCP03 notify the relevant Meter Operator Agent and Registrant of the relevant circumstances under paragraph 5.3.1; and

(b) if the metered data in question is active energy metered data, the CDCA shall in accordance with BSCP03:

(i) estimate such data for the relevant Settlement Period(s);

(ii) notify its estimate of the metered data to the Registrant and Meter Operator Agent, and discuss such estimate with the Registrant if the Registrant so wishes;

(iii) if the CDCA determines (following any such discussion) that its estimate should be revised, make such revision; and

(iv) use its estimate (or any revision thereof made under paragraph (iii)) in determining under this paragraph 5 the Metered Volume for the relevant Volume Allocation Unit(s).

5.3.4 The use (pursuant to paragraph 5.3.3(b)(iv)) of any estimated metered data in any Volume Allocation Run shall (in accordance with Section U2.6) be binding on all Parties, but without prejudice to the ability of any Party to raise a Trading Dispute in relation thereto in accordance with Section W.

5.3.5 The CDCA will not estimate reactive energy metered data pursuant to this paragraph 5.3.

5.3.6 The CDCA shall send a report on any estimated metered data it uses in aggregation under paragraph 5.4 to:

(a) BSCCo, if BSCCo so requests;

(b) the Registrant and Meter Operator Agent for the Metering System for which such estimate was made;

(d) the Distribution System Operator (if any) to whose Distribution System such Metering System is connected; and

(e) the NETSO, if such Metering System is directly connected to the Transmission System.

5.4 Aggregation of Metered Data

5.4.1 References in this paragraph 5.4 to metered data are to active energy metered data collected and validated, or (as the case may be) estimated, by the CDCA in accordance with paragraphs 5.1 and 5.2 or 5.3.

5.4.2 In respect of each Settlement Period:

(a) the BM Unit Metered Volume for each relevant BM Unit;

(b) the Interconnector Metered Volume for each Interconnector;

(d) the GSP Group Metered Volume for each GSP Group

shall be determined by aggregating the metered data collected from the Metering Systems associated with each such Volume Allocation Unit for such Settlement Period (including where relevant scaling such metered data by the applicable Line Loss Factor(s)) in accordance with the applicable Aggregation Rules.

5.4.3 The CDCA shall aggregate metered data so as to determine the Metered Volume for each Volume Allocation Unit and for each Settlement Period in accordance with paragraph 5.4.2.

5.5 Determination of GSP Group Take

5.5.1 For each GSP Group the CDCA shall:

(a) establish aggregation rules, relating to each relevant BM Unit and Distribution Interconnector in that GSP Group, by reference to which the GSP Group Take can be determined;

(b) keep such rules under review and revise or update the rules upon any change in any of the relevant BM Units or Distribution Interconnectors in that GSP Group, and upon identifying any error in such rules;

(c) provide a copy of such rules to the Panel, BSCCo and each Distribution System Operator whose Distribution System is comprised in such GSP Group and upon request to any other Party;

(d) where the CDCA has identified any error in such rules, notify such error (and the revision to such rules made in accordance with paragraph (b)) and discuss with BSCCo or (if the Panel so requires) with the Panel or the BSC Auditor whether exceptional circumstances justify the making of any adjustment in respect of Settlement relating to Settlement Days before the error was corrected.

5.5.2 The CDCA shall for each GSP Group determine the GSP Group Take in respect of each Settlement Period by applying the rules established under paragraph 5.5.1 to:

(a) the GSP Group Metered Volume;

(b) the Interconnector Metered Volume for any Distribution Interconnector in that GSP Group; and

each as determined by the CDCA for that Settlement Period pursuant to paragraph 5.4.

5.6 Volume Allocation Runs

5.6.1 For each Settlement Period in any Settlement Day the CDCA shall, in accordance with BSCP01, determine or re-determine and (subject to and in accordance with paragraph 5.7) submit Metered Volumes for each Volume Allocation Unit, and GSP Group Take for each GSP Group:

(a) when the Credit Cover Volume Allocation Run, Interim Information Volume Allocation Run, the Initial Volume Allocation Run and each of the Timetabled Reconciliation Volume Allocation Runs are required in relation to that Settlement Day, in accordance with the Settlement Calendar;

(b) on any occasion on which a Post Final Volume Allocation Run is required by the Panel pursuant to Section U2, in accordance with the timetable set by the Panel.

5.6.2 For each Volume Allocation Run following the Initial Volume Allocation Run in relation to any Settlement Period, where:

(a) any adjustment or revision in relevant data has been or is to be made following resolution of any Trading Dispute, or

(b) pursuant to any other provision of the Code the CDCA is required or entitled to employ any new or revised relevant data for the Settlement Period

the CDCA shall use such adjusted, revised or new relevant data.

5.6.3 In paragraph 5.6.2 relevant data includes registration data, Meter Technical Details, Aggregation Rules, Line Loss Factors and metered data.

5.7 Submission of Aggregated Meter Data

5.7.1 The CDCA shall submit in accordance with BSCP01:

(a) for each relevant BM Unit, Interconnector and GSP Group respectively, BM Unit Metered Volumes, Interconnector Metered Volumes and GSP Group Takes for each Settlement Period to the SAA;

(b) the value of the GSP Group Take for each GSP Group for each Settlement Period to the SVAA (including in relation to any Interim Information Volume Allocation Run);

(c) Interconnector Metered Volumes in relation to each Interconnector for each Settlement Period to the Interconnector Administrator; and

(d) for each Credit Qualifying BM Unit which is not a Supplier BM Unit or Secondary BM Unit, Metered Volumes which have been received by the CDCA for each Settlement Period to the ECVAA.

5.7.2 For the purposes of paragraph 5.7.1(b), the value to be submitted by the CDCA shall be:

(a) positive if the GSP Group Take represents a net import into the relevant Distribution System(s) in a Settlement Period; or

(b) negative if the GSP Group Take represents a net export from the relevant Distribution System(s) in a Settlement Period,

notwithstanding that this is the opposite sign convention to that used in Table X-2 of Annex X-2.

6. FURTHER FUNCTIONS OF CDCA

6.1 Proving Tests

6.1.1 In accordance with BSCP02 and in conjunction with the relevant Meter Operator Agent, the CDCA shall carry out proving tests on CVA Metering Systems and shall report any resulting errors to the relevant Meter Operator Agent and Registrant.

6.2 Meter Advance Reconciliation

6.2.1 In relation to each CVA Metering System, the CDCA shall in accordance with BSCP05:

(a) undertake Meter Advance Reconciliation or procure that Meter Advance Reconciliation is undertaken;

(b) send reports on the results of Meter Advance Reconciliation to the Registrant, the Meter Operator Agent and (where BSCP05 so requires) to BSCCo;

(c) where BSCP05 so provides, apply the appropriate correction in a Reconciliation Volume Allocation Run in accordance with paragraph 5.6.2.

7. INTERCONNECTOR BM UNIT METERED VOLUMES

7.1 General

7.1.1 This paragraph 7 sets out the basis on which (subject to paragraph 7.1.2) BM Unit Metered Volumes will be determined for each Interconnector BM Unit in respect of each Interconnector.

7.1.2 BM Unit Metered Volumes for the Interconnector BM Units for which the Interconnector Error Administrator is Lead Party will be determined (inter alia, using the Interconnector Metered Volume) in accordance with Section T4.1 and not this paragraph 7, and accordingly:

(a) references in this paragraph 7 to Interconnector BM Units do not include the Interconnector BM Units of which the relevant Interconnector Error Administrator (in that capacity) is Lead Party;

(b) the Interconnector Metered Volume (determined under paragraph 5) is not used for the purposes of this paragraph 7.

7.1.3 For the purposes of this paragraph 7:

(a) the "Interconnector Scheduled Transfer" for each Interconnector in relation to a Settlement Period is the Active Energy flow, scheduled for all Interconnector Users (and not exceeding the physical capability of the Interconnector as from time to time determined under the relevant Interconnection Agreements), across the Interconnector (as a whole), as established pursuant to the relevant Interconnection Agreements between the Interconnected System Operator and the Externally Interconnected System Operator, stated as at the Transmission System Boundary, in the form of a schedule expressed as MW values for the spot times at the start and end of, and other spot times within, the Settlement Period;

(b) after Gate Closure in relation to any Settlement Period, the Interconnector Scheduled Transfer is to be adjusted to reflect:

(i) any failure or derating of the physical capability of the Interconnector (as determined under the relevant Interconnection Agreements), and any subsequent uprating of the physical capability of the Interconnector provided that the uprated capability does not exceed the Interconnector Scheduled Transfer established at Gate Closure;

(ii) the acceptance by the NETSO of any Offer or Bid submitted by an Interconnector User in respect of an Interconnector BM Unit;

(iii) any event occurring in relation to an External System, to the extent so provided in the relevant Interconnection Agreements, as notified to the Interconnector Administrator; or

(iv) in relation to an Interconnector, the results of Single Intraday Coupling provided that such adjustment shall be made following the Intraday Cross-Zonal Gate Closure Time for the relevant Settlement Period,

but shall not otherwise be adjusted;

(c) the "final" Interconnector Scheduled Transfer in relation to a Settlement Period is the Interconnector Scheduled Transfer prevailing at the end of that Settlement Period;

(d) for each Interconnector BM Unit:

(i) the "Expected Transfer" in relation to a Settlement Period is a schedule of expected Active Energy flows, stated as at the Transmission System Boundary, expressed as MW values for the spot times at the start and end of, and other spot times within, the Settlement Period;

(ii) in the case of a Production BM Unit, the Expected Transfer shall relate only to Exports;

(iii) in the case of a Consumption BM Unit, the Expected Transfer shall relate only to Imports.

(e) for the purposes of an Interconnector Scheduled Transfer and an Expected Transfer, MW values are to be specified at particular spot times during (and including the start and end of) the relevant Settlement Period, and MW values at other spot times shall be established by linear interpolation.

7.1.4 For any Interconnector:

(a) the sum of the Expected Transfers (for any spot time in the relevant Settlement Period) for all Interconnector BM Units shall be equal to the Interconnector Scheduled Transfer for that spot time;

(b) wherever the Interconnector Administrator is to determine or adjust Expected Transfers, the Interconnector Administrator shall adjust the MW values in the Expected Transfers (by reference to capacity entitlements under and/or other applicable provisions of the relevant Interconnection Agreements) as required to ensure that paragraph (a) is satisfied.

7.1.5 In any case where Section H3.2.2(c) applies in relation to an Interconnector User, that Interconnector User shall be treated as having a zero Expected Transfer and the Expected Transfers for other Interconnector Users shall be determined (consistent with paragraph 7.1.4(a)) on that basis.

7.1.6 Without prejudice to Section U1.2, each Interconnector User shall ensure that all information provided pursuant to this paragraph 7 to the Interconnector Administrator is true, accurate and complete.

7.2 Expected Transfer at Gate Closure

7.2.1 The Interconnected System Operator shall send or procure that there is sent to the Interconnector Administrator the Interconnector Scheduled Transfer prevailing at Gate Closure.

7.2.2 The Interconnector User for each Interconnector BM Unit shall send or procure that there is sent, no later than Gate Closure, to the Interconnector Administrator a copy of the Physical Notification prevailing at Gate Closure for each Settlement Period (and may do so by providing copies of Physical Notifications and changes thereto submitted at times before Gate Closure).

7.2.3 The Interconnector Administrator shall determine the Expected Transfer for each Interconnector BM Unit at Gate Closure, by reference to (and so that the MW values in the Expected Transfer are derived from) the Physical Notification prevailing at Gate Closure, subject to paragraph 7.1.4.

7.3 Adjustments after Gate Closure

7.3.1 Following Gate Closure and until the end of the Settlement Period:

(a) promptly upon any revision thereto, the Interconnected System Operator shall send or procure that there is sent to the Interconnector Administrator the revised Interconnector Scheduled Transfer;

(b) where the Interconnector Administrator is so notified of a revision to the Interconnector Scheduled Transfer, the Interconnector Administrator shall adjust the Expected Transfer(s) accordingly and consistent with paragraph 7.1.4, provided that:

(i) in the case of a revision to the Interconnector Scheduled Transfer under paragraph 7.1.3(b)(ii), only the Expected Transfer of the Interconnector User which submitted the Bid or Offer therein referred to shall be so adjusted;

(ii) in the case of a revision to the Interconnector Scheduled Transfer under paragraph 7.1.3(b)(iii), the Expected Transfer to be adjusted shall be that of the Interconnector User as determined and notified to the Interconnector Administrator in accordance with the applicable provisions of the relevant Interconnection Agreement;

(iii) in the case of a revision to the Interconnector Scheduled Transfer under paragraph 7.1.3(b)(iv), the Expected Transfer to be adjusted to reflect the results of Single Intraday Coupling shall be that of the Interconnector User as determined and notified to the Interconnector Administrator in accordance with the applicable provisions of the relevant Interconnection Agreement;

7.4 Determination of BM Unit Metered Volume

7.4.1 No later than the end of the next Business Day following the Settlement Day:

(a) the Interconnected System Operator shall send or procure that there is sent to the Interconnector Administrator the final Interconnector Scheduled Transfer;

(b) the Interconnector Administrator shall determine the final Expected Transfers for each Interconnector BM Unit;

(c) the Interconnector Administrator shall determine the total Active Energy in the final Expected Transfer for each Interconnector BM Unit by integrating the MW values in such final Expected Transfer over the Settlement Period.

7.4.2 The BM Unit Metered Volume for each Interconnector BM Unit shall be the total Active Energy determined by the Interconnector Administrator in accordance with paragraph 7.4.1(c).

7.4.3 For each Settlement Day, the Interconnector Administrator shall submit to the SAA in accordance with BSCP04 the BM Unit Metered Volumes for each relevant Interconnector BM Unit in respect of each Settlement Period.

7.5 System-to-system flows

7.5.1 This paragraph 7.5 applies where, as a result of an arrangement (outside the arrangements for scheduling flows on behalf of Interconnector Users) between the NETSO and an Externally Interconnected System Operator (and, as the case may be, the system operator of any other system linked to the Total System or the External System), a flow across an Interconnector is scheduled or varied for the purpose of securing stability of operation on the Total System or the External System (or any such other system) or for any other purpose of the NETSO or the Externally Interconnected System Operator (or such other system operator).

7.5.2 For the purposes of allocating and accounting for the Active Energy comprised in any flows as described in paragraph 7.5.1, the NETSO (in that capacity and not in any capacity of Interconnector Error Administrator) shall be:

(a) allocated (and registered in respect of) two notional BM Units, for each Interconnector, designated as a Production BM Unit and a Consumption BM Unit respectively, which shall be treated as BM Units (and as Interconnector BM Units for which the NETSO is the Interconnector User) for the purposes only of paragraphs 7.4.3, 7.5.4 and 7.5.5, Sections K1.1.4(a)(iv), K5.7.1, and Sections T1.3.5, T2, T4.1, T4.5 and T4.6; and

(b) treated as an Interconnector User for that Interconnector accordingly for the purposes only of those paragraphs and Sections.

7.5.3 In relation to each Settlement Period and each Interconnector, not later than the end of the Business Day next following the Settlement Day, the NETSO shall determine (on a basis for the time being approved in writing by the Authority for the purposes of this paragraph 7.5), and notify to the Interconnector Administrator, details of the net amount (in MWh) of any flows as described in paragraph 7.5.1 (the net amount being the "system-to-system flow").

7.5.4 For each Settlement Period, the BM Unit Metered Volumes for the BM Units allocated to the NETSO under paragraph 7.5.2 for each Interconnector shall be as follows:

(a) for the Production BM Unit, the system-to-system flow for the relevant Interconnector as notified by the NETSO to the Interconnector Administrator under paragraph 7.5.3 where the net amount notified is an Export system-to-system flow, and otherwise zero;

(b) for the Consumption BM Unit, the system-to-system flow for the relevant Interconnector as notified by the NETSO to the Interconnector Administrator under paragraph 7.5.3 where the net amount notified is an Import system-to-system flow, and otherwise zero.

7.5.5 The Interconnector Administrator shall submit to the SAA the BM Unit Metered Volumes for each such BM Unit in accordance with paragraph 7.4.3.

8 DEMAND DISCONNECTION EVENTS

8.1 Duties of Distribution System Operator

8.1.1 Subject to Section S9.2A within the period of five Business Days commencing on the Business Day after notification by BSCCo under Section S9.2A.3(b) each Demand Disconnection Impacted DSO shall send to the CDCA:

(a) the BM Unit Identification Number; and

(b) the start and end date and time in Co-ordinated Universal Time for which the BM Unit was subject to Demand Disconnection,

in respect of each disconnected BM Unit that is embedded in a Distribution System.

8.2 Estimation of Period BM Unit Demand Disconnection Volumes (QDD_ij)

8.2.1 In respect of each Demand Control Impacted Settlement Period and for each BM Unit that is:

(a) directly connected to the Transmission System as notified under Section Q6.2A.1; or

(b) embedded in a Distribution System as notified under paragraph 8.1.1,

the CDCA shall estimate the Period BM Unit Demand Disconnection Volume (QDD_ij) in accordance with BSCP03 and shall notify these volumes to the SAA.

AMENDMENT RECORD – SECTION R

Section R

Version 19.0

Effective Date: 23 February 2023

Modification Proposal	Decision Date	Implementation Date	Version
P450	12/01/23	23/02/23	19.0
P397	05/10/20	12/10/20	18.0
P369	24/09/18	29/03/19	17.0
P344	24/08/18	28/02/19	16.0
P356	14/06/18	01/11/18	15.0
P305	02/04/15	05/11/15	14.0
P279 Self Governance	08/12/11	10/01/12	13.0
P253	18/11/10	03/11/11	12.0
P257	20/09/10	04/11/10	11.0
P240	20/01/10	27/01/10	10.0
P215	23/04/08	25/06/09	9.0
P208	16/01/07	22/02/07	8.0
P190	14/11/05	28/06/06	7.0
P179	09/02/05	23/02/05	6.0
ORD001	BETTA	01/09/04	5.0
P164	08/06/04	30/06/04	4.0
P62	12/08/02	01/08/03	3.0
P46	14/05/02	22/05/02	2.0

SECTION S: SUPPLIER VOLUME ALLOCATION

1. GENERAL

1.1 Introduction

1.1.1 This Section S sets out:

(a) the rights and obligations of Suppliers, and the activities and functions for which Suppliers (and their Party Agents) are responsible, in relation to Supplier Volume Allocation;

(b) the application of performance assurance measures with respect to Parties involved in Supplier Volume Allocation and associated liquidated damages;

(d) the functions of the SVAA;

(e) the functions of the Profile Administrator;

(f) the basis upon which SVA Metering Systems may be allocated to Additional BM Units;

(g) the basis upon which quantities of Active Energy associated with SVA Metering Systems are determined and allocated to Supplier BM Units for the purposes of Settlement;

(h) the basis upon which Parties may submit MSID Pair Data and, where applicable, AMSID Pair Data to the SVAA to be recorded on the SVA Metering System Register;

(i) the basis upon which Parties shall provide MSID and, where applicable, AMSID Pair Delivered Volumes in relation to providing Balancing Services for the purposes of Settlement;

(j) the basis upon which Suppliers, HHDAs and SVAA may declare SVA Non-Final Demand Facilities, and aggregate and report metered data from such facilities to NETSO and the basis upon which BSCCo, SVAA and the Panel may establish related assurance measures;

(k) the obligations of Licensed Distribution System Operators in relation to provision of data to NETSO for the purposes of calculation of transmission use of system charges; and

(l) the basis upon which quantities of Active Energy associated with Asset Metering Systems are determined and allocated to Secondary BM Units for the purposes of Settlement.

(m) the basis on which Suppliers may register Assets in order to raise AMSID Pairs for use in an EMR AMSID Declaration’; and

(n) the basis on which Suppliers may submit an EMR MSID Declaration or an EMR AMSID Declaration.

1.2 Application and interpretation

1.2.1 This Section S, together with the Annexes to this Section S, apply in respect of:

(a) SVA Metering Systems;

(b) BM Units associated with such Metering Systems;

(c) Parties responsible for Imports and Exports which, for the purposes of Section K, are measured by such Metering Systems;

(d) Asset Metering Systems;

(e) Secondary BM Units associated with Asset Metering Systems;

(f) Virtual Lead Parties that have allocated half hourly SVA Metering Systems in one or more of their Secondary BM Units for purpose of providing Balancing Services from such Secondary BM Units;

(g) Virtual Lead Parties that have allocated half hourly Asset Metering Systems in one or more of their Secondary BM Units for purpose of providing Balancing Services from such Secondary BM Units.

(h) Virtual Trading Parties that have allocated half hourly SVA Metering Systems in one or more of their Secondary BM Units for purpose of providing Virtual Trading from such Secondary BM Units; and

(i) Virtual Trading Parties that have allocated half hourly Asset Metering Systems in one or more of their Secondary BM Units for purpose of providing Virtual Trading from such Secondary BM Units.

and references to Half Hourly Metering Systems and Non Half Hourly Metering Systems (and, where applicable, to Metering Systems) shall be construed accordingly, unless the context otherwise requires.

1.2.2 For the purposes of the Code:

(a) a "Supplier Agent" is any Party Agent of a Supplier required to be appointed in respect of SVA Metering Systems; and

(b) references to the allocation of SVA Metering Systems to an Additional BM Unit (and cognate expressions) shall be interpreted to mean the allocation to an Additional BM Unit of Plant and/or Apparatus whose Imports or Exports of electricity are measured by SVA Metering Systems; and

(c) references to the allocation of half hourly SVA Metering Systems to a Secondary BM Unit (and cognate expressions) shall be interpreted to mean the allocation to a Secondary BM Unit of Plant and/or Apparatus whose Imports or Exports of electricity are measured by half hourly SVA Metering Systems, for the purpose of providing Balancing Services or providing Virtual Trading therewith;

(d) an “Asset Metering Party Agent” is any Party Agent of a Virtual Lead Party, Virtual Trading Party or Supplier required to be appointed in respect of Asset Metering Systems; and

(e) references to the allocation of Asset Metering Systems to a Secondary BM Unit (and cognate expressions) shall be interpreted to mean the allocation to a Secondary BM Unit of Plant and/or Apparatus whose flows of Active Energy are measured by half hourly Asset Metering Systems by a Virtual Lead Party or Virtual Trading Party solely for the purpose of providing Balancing Services therewith.

1.2.3 Data created under SAS which is:

(a) in a substantially similar form to the data required under the Code; and

(b) used for a substantially similar purpose to the purpose for which such data is used under the Code; and

("SAS Data") shall be deemed to be data as such term is used in the Code and shall be able to be used where required for the purposes of the Code.

1.2.4 Notwithstanding paragraph 1.2., SAS Data shall not be used in relation to Annex S-1.

1.2.5 For the purposes of the above paragraph 1.2.3 "Supplier Activity" shall mean:

(a) the steps taken by Suppliers and Supplier Agents to comply with the obligations placed on them by the SAS; and

(b) other trading operations undertaken by Suppliers and Supplier Agents which are governed by the SAS.

1.3 Supplier ID

1.3.1 A Supplier ID is a unique reference by which a Supplier is identified in SMRS and CSS and for the purposes of Supplier Volume Allocation.

1.3.2 A Supplier may hold more than one Supplier ID subject to and in accordance with the further provisions of this paragraph 1.3.

1.3.3 Where a Supplier holds more than one Supplier ID:

(a) the provisions of the Code referred to in paragraph 1.3.4, and any other provision of the Code which is expressed to apply on a Supplier ID basis, shall apply separately in respect of the Supplier in the capacity of each of its Supplier IDs so far as capable of so applying;

(b) except as otherwise expressly provided, all other provisions of the Code apply in respect of the Supplier without regard to its Supplier IDs,

and references to a Supplier (including the Supplier as Registrant of a Metering System) and Supplier 'Z' in the Code shall be construed accordingly.

1.3.4 The provisions of the Code referred to in paragraph 1.3.3(a) are paragraphs 2, 6 and 7 (subject to the provisions of Annex S-2), Annex S-1 and Annex S-2.

1.3.5 A Supplier may hold:

(a) subject to paragraph 1.3.6, no more than three Supplier IDs in relation to which the Supplier is the first holder of such Supplier ID; and

(b) additional Supplier ID(s) (to those held pursuant to paragraph (a)) provided the additional Supplier ID(s) is held pursuant to a transfer in accordance with the further provisions of this paragraph 1.

1.3.6 A Supplier may submit to the Panel a request to hold additional Supplier ID(s) (to those held pursuant to paragraph 1.3.5) and the Panel shall determine:

(a) whether to grant the request to hold such additional Supplier ID(s); and

(b) the number of additional Supplier IDs permitted to be held by that Supplier pursuant to its request.

1.4 Transfer of Supplier ID

1.4.1 For the purposes of the Code:

(a) "ID Transferee" means the Trading Party identified as the transferee in a notice which is given and takes effect pursuant to and in accordance with this paragraph 1.4;

(b) "ID Transferor" means the Supplier who gives the notice referred to in paragraph 1.4.3;

(c) "Relevant BM Units" are in relation to a ID Transferor, the Supplier BM Unit(s) to which the relevant Metering Systems are associated;

(d) "relevant Metering Systems" means Metering Systems registered in SMRS and identified by the relevant Supplier ID (and associated with Relevant BM Units); and

(e) "relevant Supplier ID" means the Supplier ID identified in a notice given pursuant to paragraph 1.4.2.

1.4.2 A Supplier may give notice to BSCCo that it intends to transfer its interests in respect of the provision of electrical power to Customers measured by Metering Systems identified in SMRS with a Supplier ID to another Trading Party (such transfer to be effected by a transfer of the Supplier ID and referred to as a "relevant ID transfer").

1.4.3 A notice given pursuant to paragraph 1.4.2 shall:

(a) be in writing;

(b) identify:

(i) the Supplier ID to which the relevant ID transfer relates;

(ii) the transferee, being the Trading Party to which the relevant ID transfer is to be made;

(iii) subject to paragraph 1.4.5, the date with effect from which the relevant ID transfer is to be made;

(iv) subject to paragraph 1.4.7, the time with effect from which the relevant ID transfer is to be made; and

(c) be signed by or on behalf of both the Supplier issuing such notice and the Trading Party identified in such notice as the transferee.

1.4.4 A relevant ID transfer may not be made in respect of some but not all of the relevant Metering Systems.

1.4.5 The relevant ID transfer shall take effect for the purposes of the Code from the time and date specified in the relevant notice given pursuant to paragraph 1.4.2 and in accordance with paragraphs 1.4.6 and 1.4.7 (such date being the "ID Transfer Date").

1.4.6 For the purposes of the Code the date with effect from which a relevant ID transfer is to take effect may not be earlier than:

(a) where the relevant notice is received by BSCCo before 12:00 hours on a day, the day following;

(b) where the relevant notice is received by BSCCo after 12:00 hours on a day, the second day following

the day on which the relevant notice is received.

1.4.7 The time with effect from which a relevant ID transfer is to take effect, for the purposes of the Code, is 00:00 hours on the ID Transfer Date.

1.4.8 Without prejudice to the provisions of paragraph 1.4.4, 1.4.5, 1.4.6 and 1.4.7 as they apply for the purposes of the Code, those provisions shall not affect or limit the terms and conditions upon which a relevant ID transfer is to be made as between the parties to the relevant ID transfer.

1.4.9 BSCCo shall send a copy of any notice given pursuant to paragraph 1.4.2 to the Authority, each Party and the CRA.

1.5 Effect of transfer of Supplier ID

1.5.1 With effect from the time and date that a relevant ID transfer is to take effect:

(a) the ID Transferee shall (notwithstanding the provisions of Section K but subject to the further provisions of this paragraph 1) be:

(i) responsible for all Exports and Imports of the Plant and Apparatus comprised in Relevant BM Units (and measured by the relevant Metering Systems);

(ii) the Registrant of the relevant Metering Systems (and shall be treated, for the purposes of the Code, as having appointed and registered the Party Agents of the ID Transferor in respect of the relevant Metering Systems); and

(iii) subject to the obligations and liabilities and entitled to the rights and benefits (including in respect of Trading Charges and BSCCo Charges) related to or connected with the relevant Metering Systems and the Exports and Imports of that Plant and Apparatus (and measured by the relevant Metering Systems);

(b) the ID Transferor shall (notwithstanding the provisions of Section K but subject to the further provisions of this paragraph 1) cease to be:

(i) responsible for all Exports and Imports of the Plant and Apparatus comprised in Relevant BM Units (and measured by relevant Metering Systems);

(ii) the Registrant of the relevant Metering Systems; and

(iii) subject to the obligations and liabilities and entitled to the rights and benefits (including in respect of Trading Charges and BSCCo Charges) related to or connected with the relevant Metering Systems and the Exports and Imports of that Plant and Apparatus (and measured by the relevant Metering Systems),

in each case, in respect of each Settlement Period on and after such time, and the provisions of the Code shall be construed accordingly.

1.5.2 The transfer of responsibility in respect of Exports and Imports of Plant and Apparatus comprised in Relevant BM Units from the ID Transferor to the ID Transferee pursuant to paragraph 1.5.1 shall be without prejudice and shall not affect:

(a) the rights and liabilities of the ID Transferor under the Code relating to or connected with Relevant BM Units or the relevant Metering Systems, including in respect of Trading Charges (including Reconciliation Charges and Ad-hoc Trading Charges) and BSCCo Charges, accrued or accruing in respect of the period prior to the ID Transfer Date;

(b) the rights and liabilities of the ID Transferor under the Code relating to or connected with any other BM Units or Metering Systems, including in respect of Trading Charges (including Reconciliation Charges and Ad-hoc Trading Charges) and BSCCo Charges, accrued or accruing in respect of the period on, before or after the ID Transfer Date.

1.5.3 For the avoidance of doubt, nothing in this paragraph 1.5 shall affect:

(a) any Energy Contract Volume Notifications for which the ID Transferor is a Contract Trading Party;

(b) any Metered Volume Reallocation Notifications for which the ID Transferor is the Subsidiary Party,

whether submitted or submitted in respect of a period on, before or after the ID Transfer Date, and any such Energy Contract Volume Notifications or Metered Volume Reallocation Notifications validly submitted in accordance with Section P shall apply and be taken into account in Settlement, subject to and in accordance with the other provisions of the Code, for the purposes of determining any liability or entitlement of the ID Transferor in respect of Trading Charges.

1.5.4 For the avoidance of doubt, the deemed appointment and registration of Party Agents pursuant to paragraph 1.5.1(a)(ii) applies for the purposes of the Code only and shall not create, affect or change any relationship between the ID Transferor or the ID Transferee and those (or any other) Party Agents.

1.5.5 The provisions of this paragraph 1.5 shall apply for the purposes of Settlement under the Code notwithstanding any other provisions in any Core Industry Document.

1.6 Establishment of BM Units following transfer of Supplier ID

1.6.1 The provisions of this paragraph 1.6 apply in relation to a Relevant BM Unit where pursuant to a relevant ID transfer the Supplier ID for the relevant Metering Systems is transferred to a Trading Party.

1.6.2 Where this paragraph 1.6 applies, the CRA shall establish a BM Unit (a "Transferee BM Unit") for which the ID Transferee is the Lead Party corresponding to each Relevant BM Unit as soon as reasonably practicable after the ID Transfer Date.

1.6.3 Unless the context otherwise requires, references to BM Units in the Code shall include Transferee BM Units.

1.6.4 The establishment of Transferee BM Unit(s) pursuant to paragraph 1.6.2 shall take effect on and from the ID Transfer Date.

1.6.5 Each Transferee BM Unit established pursuant to paragraph 1.6.2 shall be configured in the same way and have the same attributes as the Relevant BM Unit of the ID Transferor to which it corresponds, including:

(a) the Generation Capacity and the Demand Capacity;

(b) the Credit Assessment Load Factor;

(d) (where applicable) the status of that BM Unit as a Base BM Unit or an Additional BM Unit;

(e) the SVA Metering Systems associated with that BM Unit;

(f) the P/C Status;

(g) the Trading Unit to which that BM Unit belongs; and

(h) not used;

(i) whether that BM Unit is considered a relevant BM Unit for the purposes of Section Q,

but without prejudice to the ID Transferee's rights and obligations to revise such configuration and attributes, or otherwise to the revision of such configuration and attributes, from time to time pursuant to any other provision of the Code.

1.6.6 Where a ID Transferee is transferred responsibility for Plant or Apparatus which is subject to a Shared SVA Meter Arrangement, then notwithstanding any provisions to the contrary in Section K2.5:

(a) the Allocation Schedule prevailing immediately prior to the ID Transfer Date shall continue to apply and to bind the ID Transferee and the other Supplier(s) (not being the ID Transferor) to the Shared SVA Meter Arrangement; and

(b) the ID Transferee shall assume the status previously held by the ID Transferor as the Primary Supplier or a Secondary Supplier (as the case may be).

1.7 Effect of establishment of Transferee BM Units

1.7.1 The establishment of a Transferee BM Unit pursuant to paragraph 1.6 shall be treated, for the purposes of the Code, as if:

(a) that new BM Unit had been registered (comprising the same Metering Systems as those comprised in the corresponding BM Unit of the ID Transferor) by the ID Transferee with effect from the ID Transfer Date; and

(b) the registration of the corresponding BM Unit of the ID Transferor had been cancelled by the ID Transferor with effect from such date.

1.7.2 Without prejudice to the generality of paragraph 1.7.1 and subject to the further provisions of this paragraph 1.7, in respect of each Settlement Period on and after the ID Transfer Date:

(a) the BM Unit Metered Volumes of the Relevant BM Unit to which a Transferee BM Unit corresponds shall be allocated to the Transferee BM Unit; and

(b) such BM Unit Metered Volumes shall not be allocated or treated as allocated to the Relevant BM Unit to which such Transferee BM Unit corresponds,

for the purposes of Section T.

1.7.3 Notwithstanding paragraph 1.7.1, any Metered Volume Reallocation Notification and any data item submitted or purportedly submitted by or on behalf of the ID Transferor (as Lead Party) relating to Relevant BM Units in respect of the period on or after the ID Transfer Date (whether submitted before, on or after the date the registration of the Relevant BM Unit is treated as cancelled pursuant to paragraph 1.7.1) shall, by virtue of paragraph 1.7.1, be void and of no effect and shall not be applied to the Transferee BM Units to which they correspond.

1.8 Data relating to Relevant BM Units

1.8.1 For the purposes of any provisions in the Code relating to the ownership and use of data (including Section L5), the rights of the ID Transferee in respect thereof, as they relate to the Relevant BM Units for which a Trading Party becomes responsible, shall to the extent such rights are not assigned to the ID Transferee by reason of the change of Registrant and with effect from the ID Transfer Date:

(a) automatically be assigned by the ID Transferor to the ID Transferee from and in respect of the period on and after the ID Transfer Date; or

(b) to the extent that it is not possible legally to assign such rights as provided in paragraph (a), the ID Transferor shall make such data available to the ID Transferee at all times on terms such that the ID Transferee is free to use such data as if the data had been so assigned to it.

1.8.2 The ID Transferor shall take all reasonable steps to co-operate with the ID Transferee to give effect to the transfer of responsibility contemplated by paragraphs 1.4, 1.5, 1.6, 1.7 and this paragraph 1.8 and to enable the ID Transferee to comply with its obligations thereunder.

1.8.3 Without prejudice to the generality of paragraph 1.8.2, the ID Transferor shall provide the ID Transferee with such records, data and information and otherwise take such steps as if, in relation to the relevant Metering Systems a change of Registrant (from the ID Transferor to the ID Transferee) had occurred on the ID Transfer Date.

1.8.4 The ID Transferee shall have a right of access to any records, data and information referred to in this paragraph 1.8 to the extent required by the ID Transferee for the purposes of the Code in relation to any period prior to the ID Transfer Date.

1.9 EMR MSID Declarations and EMR AMSID Declarations

1.9.1 Where a Metering System registered in the SMRS (a “SVA Metering System”) only supplies generation (including storage facilities) operated by a Generation Licensee and does not supply any Final Demand, the relevant Supplier may exclude the Import associated with that Metering System from the calculation by the EMRS of the Registrant’s Final Consumption Levies, by registering such Metering System in the SVA Metering System and Asset Metering System through an “EMR MSID Declaration” in accordance with BSCP602.

1.9.2 Where a SVA Metering System supplies both generation (including storage facilities) operated by a Generation Licensee and Final Demand, the relevant Supplier may exclude the amount of Import associated with that Metering System consumed by licensed generation from the calculation by the EMRS of the Registrant’s Final Consumption Levies, the Registrant should:

register the MSID Pair relating to such Metering System and the AMSID Pair(s) relating to the generation asset(s) in the SVA Metering System and Asset Metering System through an “EMR AMSID Declaration” in accordance with BSCP602.

Where a Supplier has more than one SVA Metering System supplying generation (including storage facilities) operated by a Generation Licensee and Final Demand, they should include all relevant MSID Pairs in the “EMR AMSID Declaration”

2. RESPONSIBILITIES OF SUPPLIERS, VIRTUAL LEAD PARTIES SUPPLIER AGENTS AND ASSET METERING PARTY AGENTS

2.1 Supplier Agents

2.1.1 Each Supplier shall, in accordance with Section J and for SVA Meter Operator Agents the Retail Energy Code, appoint and register Supplier Agents in respect of each SVA Metering System for which such Supplier is or is to be the Registrant.

2.1.2 Each Supplier shall be responsible, in accordance with Section J, for every act, breach, omission, neglect and failure (in relation to that Supplier) of each Supplier Agent appointed by it and shall comply, and procure compliance by each Supplier Agent, with Party Service Line 100 and the relevant BSC Procedures, Codes of Practice (in respect of meter operation) and with the applicable provisions of the Code.

2.1.3 The functions of each Supplier Agent are described in paragraphs 2.2 to 2.5.

2.1.4 Without prejudice to the requirement to perform the obligations and carry out the activities described in Section J1.2.2 through the use of Supplier Agents, each Supplier shall be responsible (for the purposes of the Code) for the discharge of such obligations and the carrying out of such activities in respect of each SVA Metering System for which such Supplier is the Registrant, and any failure by such Supplier to appoint a Supplier Agent in accordance with paragraph 2.1.1 shall not alter or affect such responsibility in any way.

2.1A Asset Metering Party Agents

2.1A.1 Each Virtual Lead Party, Virtual Trading Party and Supplier shall, in accordance with Section J, appoint and register Asset Metering Party Agents in respect of each Asset Metering System for which such Virtual Lead Party, Virtual Trading Party or Supplier is or is to be the Registrant.

2.1A.2 Each Virtual Lead Party, Virtual Trading Party and Supplier shall be responsible, in accordance with Section J, for every act, breach, omission, neglect and failure (in relation to that Virtual Lead Party, Virtual Trading Party or Supplier) of each Asset Metering Party Agent appointed by it and shall comply, and procure compliance by each Asset Metering Party Agent, and the relevant BSC Procedures, Codes of Practice (in respect of meter operation) and with the applicable provisions of the Code.

2.1A.3 The functions of each Asset Metering Party Agent are described in paragraphs 2.2 to 2.3.

2.1A.4 Without prejudice to the requirement to perform the obligations and carry out the activities described in Section J1.2.2 through the use of Asset Metering Party Agents, each Virtual Lead Party, Virtual Trading Party and Supplier shall be responsible (for the purposes of the Code) for the discharge of such obligations and the carrying out of such activities in respect of each Asset Metering System for which such Virtual Lead Party, Virtual Trading Party or Supplier is the Registrant, and any failure by such Virtual Lead Party, Virtual Trading Party or Supplier to appoint a Asset Metering Party Agent in accordance with paragraph 2.1.1A shall not alter or affect such responsibility in any way.

2.2 Meter Operator Agent

2.2.1 The principal functions of a Meter Operator Agent in respect of Asset Metering Systems for which it is responsible are:

(a) to install, commission, test and maintain, and to rectify faults in respect of, Asset Metering Equipment (including, if applicable, associated Communications Equipment) in accordance with Section L; and

(b) to maintain Meter Technical Details and to provide such Details, in accordance with Section L, to the relevant Data Collector Supplier, Virtual Trading Party or Virtual Lead Party to enable such Data Collector to read and process data in accordance with the Supplier Volume Allocation Rules;

in each case, in accordance with BSCP602 and all relevant Code Subsidiary Documents and.

(c) to maintain such Meter Technical Details as are required in accordance with BSCP603 for Meter Operation and to provide such Meter Technical Details, in accordance with Section L, to the relevant Supplier, Virtual Trading Party or Virtual Lead Party, in each case, in accordance with, BSCP603.

2.2.2 Each Supplier, Virtual Lead Party ad Virtual Trading Party shall, as soon as possible and in any event promptly after the registration of an Asset Metering System becomes effective or following a change in the Meter Operator Agent appointed in relation to a particular Asset Metering System, send to the relevant Meter Operator Agent for each Asset Metering System for which it is the registrant (unless otherwise agreed with the relevant Meter Operator Agent):

(a) the related Asset Metering System Number and the Identifiers for the Data Collector; and

(b) confirmation of the time and date with effect from which that Meter Operator Agent's appointment in relation to such Asset Metering System is to take effect.

2.2.3 Each Supplier, Virtual Lead Party and Virtual Trading Party shall meet or procure that the relevant Meter Operator Agent meets the service levels specified in BSCP603 in relation to the Asset Metering Systems in respect of which it is registered.

2.3 Data Collectors

2.3.1 The principal functions of a Half Hourly Data Collector are, in accordance with the provisions of this Section S and the Supplier Volume Allocation Rules, with BSCP502 or, where relating to Asset Metering Systems, BSCP603 and BSCP520 for SVA Metering Systems, and BSCP603 for Asset Metering Systems, and with Party Service Line 100 except in the case of Asset Metering Systems:

(a) to collect metered data;

(b) to validate data and provide reports;

(d) to maintain relevant standing data;

(e) to undertake Meter Advance Reconciliation to reconcile half hourly energy values with meter advances;

(f) to sum register level data to produce SVA Metering System level data;

(g) to provide SVA Metering System level data to the relevant Half Hourly Data Aggregator;

(h) to provide validated metered data and SVA Metering System reports to the relevant Supplier and the relevant Distribution System Operator ;

(i) to sum register level data to produce Asset Metering System level data (where applicable); and

(j) to provide Asset Metering System level data to SVAA in accordance with BSCP603

2.3.2 The principal functions of a Non Half Hourly Data Collector are, in accordance with the provisions of this Section S, the Supplier Volume Allocation Rules, BSCP504 and Party Service Line 100:

(a) to collect metered data;

(b) to validate data and provide reports;

(d) to enter data into the relevant data collection system and calculate the Meter Advance values;

(e) to receive Daily Profile Coefficients from the SVAA;

(f) to determine Estimated Annual Consumption data and Annualised Advance data based on the Daily Profile Coefficients received from the SVAA;

(g) to provide Estimated Annual Consumption data and Annualised Advance data to the relevant Non Half Hourly Data Aggregator;

(h) to investigate anomalies relating to Estimated Annual Consumption or Annualised Advances raised by the relevant Non Half Hourly Data Aggregator; and

(i) to provide validated metered data and SVA Metering System reports to the relevant Supplier and the relevant Distribution System Operator.

2.3.3 Each Supplier shall send to the Data Collector for each SVA Metering System for which it is responsible:

(a) promptly after its registration in respect of a particular SVA Metering System becomes effective or (as the case may be) following a change in Data Collector appointed in relation to a particular SVA Metering System (unless otherwise agreed with the relevant Data Collector) details of:

(i) such Data Collector's registration in SMRS in relation to that SVA Metering System, the related SVA Metering System Number and the Identifiers for the SVA Meter Operator Agent, Data Aggregator and Supplier Meter Registration Agent related to that SVA Metering System; and

(ii) the start of the period for which the Data Collector is appointed; and

(b) promptly after receiving such information, any data in respect of consumption at a SVA Metering System received by it directly from SVA Customers, in order to enable the relevant Data Collector to validate and process such information.

2.3.3A Each Supplier, Virtual Lead Party, Virtual Trading Party and Supplier shall send to the Data Collector for each Asset Metering System for which it is the Registrant:

(a) promptly after its registration in respect of a particular Asset Metering System becomes effective or (as the case may be) following a change in Data Collector appointed in relation to a particular Asset Metering System (unless otherwise agreed with the relevant Data Collector) details of:

(i) the related Asset Metering System Number and the Identifiers for the Meter Operator Agent; and

(ii) the start of the period for which the Data Collector is appointed;

2.3.4 In respect of each SVA Metering System in relation to which it is registered in SMRS, a Supplier shall ensure that the appointed Data Collector has such access to the relevant meters as the Data Collector reasonably requires in order to read them all within the timescales required for Settlement.

2.3.5 In relation to a change of Supplier, a Supplier shall not be obliged to provide any of the data referred to in paragraph 2.3.3(b) which the Supplier believes on reasonable grounds and in good faith is not valid.

2.4 Data Aggregators

2.4.1 The principal functions of a Half Hourly Data Aggregator are, in accordance with this Section S, the Supplier Volume Allocation Rules, BSCP503 and Party Service Line 100:

(a) to receive half-hourly data from the relevant Half Hourly Data Collectors;

(b) to validate data and provide reports;

(d) to maintain relevant standing data;

(e) to receive and maintain Line Loss Factors provided by BSCCo and approved by the Panel;

(f) to aggregate the metered data in MWh in the relevant data aggregation system;

(g) to receive and maintain Additional BM Unit data for each Supplier (in respect of which such Half Hourly Data Aggregator is appointed) and to receive, validate and maintain details of the SVA Metering Systems for which such Supplier is the Registrant allocated by that Supplier to its Additional BM Units in the same GSP Group;

(h) to provide to the SVAA data aggregated by Supplier BM Unit or by Supplier and by GSP Group in accordance with the further provisions of this Section S;

(i) where applicable, to provide metered data to an EMR Settlement Services Provider in accordance with paragraph 2.9; and

(j) where applicable, to provide to the SVAA Allocated Metering System Metered Consumption data in accordance with paragraph 2.11;

(k) the basis upon which Suppliers, HHDAs and SVAA may declare SVA Non-Final Demand Facilities, and aggregate and report metered data from such facilities to NETSO and the basis upon which BSCCo, SVAA and the Panel may establish related assurance measures; and

(l) the basis upon which Suppliers may register generation (including Battery Storage) facilities operated by Generation Licensees for the purposes of establishing the value of Period BM Unit Non Chargeable Demand that will be provided to the SAA as the basis for the calculation of TLM-adjusted BM Unit Non Chargeable Demand.

2.4.2 The principal functions of a Non Half Hourly Data Aggregator are, in accordance with this Section S, the Supplier Volume Allocation Rules, BSCP505 and Party Service Line 100:

(a) to receive Estimated Annual Consumption/Annualised Advances from Non Half Hourly Data Collectors;

(b) to check Estimated Annual Consumption/Annualised Advances and provide reports;

(d) to maintain relevant standing data;

(e) to aggregate the annualised consumption data in MWh;

(f) to provide aggregate annualised consumption data to the SVAA; and

(g) if notice is provided in accordance with paragraph 4.4.19 of Annex S-2, to provide the relevant Licensed Distribution System Operator with Estimated Annual Consumption data and Metering System details in respect of Metering Systems located at Boundary Points on the relevant Licensed Distribution System Operator’s Distribution System(s) and Associated Distribution System(s).

2.4.3 Each Supplier shall, promptly after its registration in respect of a particular SVA Metering System becomes effective or (as the case may be) following a change in Data Aggregator appointed in relation to a particular SVA Metering System, send to the relevant Data Aggregator appointed by it in accordance with Section J (unless otherwise agreed with the relevant Data Aggregator):

(a) details of such Data Aggregator's registration in SMRS in relation to that SVA Metering System, the related SVA Metering System Number and the Identifiers for the Data Collector and Supplier Meter Registration Agent related to that SVA Metering System; and

(b) confirmation of the start of the period for which the Data Aggregator is appointed.

2.4.4 Each Supplier shall ensure that any material anomaly reported to it by a Data Aggregator appointed by it in accordance with Section J in relation to data received by that Data Aggregator from Data Collectors for which the Supplier is responsible is recorded and investigated and that a record is kept of the action (if any) taken to prevent a recurrence of the anomaly during the next Volume Allocation Run for that Settlement Day.

2.4.5 For the purposes of paragraph 2.4.4, a "material anomaly" is one which is required to be so recorded and investigated in accordance with Party Service Line 100 or the relevant BSC Procedures or one which the Supplier appreciates or should reasonably appreciate will have an impact on the quality of data for Settlement purposes.

2.5 Meter Administrators

2.5.1 The principal functions of a Meter Administrator are, in accordance with this Section S, BSCP520 and Party Service Line 100:

(a) to calculate deemed metered volumes (estimated energy consumption) for half hourly unmetered supplies (known as Equivalent Unmetered Supplies) relating to SVA Customers; and

(b) to provide the relevant data to the relevant Half Hourly Data Collector.

2.5.2 Each Supplier shall, promptly after its registration in respect of a particular SVA Metering System becomes effective or (as the case may be) following a change in Meter Administrator appointed in relation to a particular SVA Metering System, send to the relevant Meter Administrator appointed by it in accordance with Section J (unless otherwise agreed with the relevant Meter Administrator):

(a) details of such Meter Administrator’s registration (where applicable) in SMRS in relation to that SVA Metering System, the related SVA Metering System Number and the Identifiers for the Data Collector and the Supplier Meter Registration Agent related to that SVA Metering System; and

(b) confirmation of the start of the period for which the Meter Administrator is appointed.

2.6 Provision of Data

2.6.1 In respect of each SVA Metering System which is a 100kW Metering System in relation to which it is registered with a Supplier Meter Registration Agent, a Supplier shall promptly submit or procure the submission of the appropriate data (as specified by BSCP01 ) by the relevant Half Hourly Data Aggregator appointed by it in accordance with Section J to the SVAA before each Interim Information Volume Allocation Run, in accordance with BSCP01.

2.6.1A In respect of each SVA Metering System which is an Advanced Meter that is Half Hourly Metering Equipment (except where the Advanced Meter is a 100kW Metering System) in relation to which it is registered with a Supplier Meter Registration Agent, a Supplier shall submit, or procure the submission of, the appropriate data (as specified by BSCP01) to the SVAA promptly after collection of such data and, in any event before the relevant First Reconciliation Volume Allocation Run, in accordance with BSCP01:

2.6.1B Not used,

2.6.2 In respect of each SVA Metering System which is not:

(a) a 100kW Metering System; or

(b) an Advanced Meter that s Half Hourly Metering Equipment,

in relation to which it is registered with a Supplier Meter Registration Agent, a Supplier shall submit, or procure the submission of, the appropriate data (as specified by BSCP01) to the SVAA promptly after collection of such data and, in any event, before the relevant Final Reconciliation Volume Allocation Run, in accordance with BSCP01.

2.6.3 A Supplier shall (to the extent that it has not already done so in accordance with the Qualification Process applicable to that Supplier) submit, or procure the submission of, appropriate details to the SVAA of each GSP Group in which the Supplier commences or ceases trading for Supplier Volume Allocation, in accordance with BSCP507.

2.6.4 In respect of each Asset Metering System for which it is the Registrant, a Supplier shall promptly submit or procure the submission of the appropriate data by the relevant Half Hourly Data Collector appointed by it in accordance with Section J to the SVAA before each Interim Information Volume Allocation Run, in accordance with BSCP01.

2.6.5 For the avoidance of doubt, an Advance Meter to which Section L2.2.3 applies is not Half Hourly Metering Equipment.

2.7 Additional Supplier, Virtual Trading Party and Virtual Lead Party Obligations

2.7.1 Each Supplier, Virtual Trading Party and Virtual Lead Party shall use all reasonable endeavours to co-operate with and support the Panel, other Trading Parties, the SVAA and other BSC Agents in the integration testing of any relevant system, software or hardware required for the operation of Supplier Volume Allocation.

2.7.2 Each Supplier shall:

(a) use all reasonable endeavours to assist BSCCo's and the SVAA’s problem management service in the resolution of any problems arising from Supplier Volume Allocation in relation to which that Supplier can reasonably be expected to provide assistance;

(b) provide all information reasonably requested by the SVAA within a reasonable timescale agreed with the SVAA; and

(c) use all reasonable endeavours to procure that each Supplier Agent from time to time appointed by it in respect of a SVA Metering System or Asset Metering Party Agent in respect of an Asset Metering System, uses all reasonable endeavours to assist the SVAA’s problem management service in the resolution of any problems arising from their contracts relating to Supplier Volume Allocation and provides all information reasonably requested by the SVAA within a reasonable timescale agreed with the SVAA, in any such case where that Supplier can reasonably be expected to provide assistance.

2.7.2A Each Virtual Lead Party and Virtual Trading Party shall:

(a) use all reasonable endeavours to assist BSCCo's and the SVAA’s problem management service in the resolution of any problems arising from Supplier Volume Allocation in relation to which that Virtual Lead Party or Virtual Trading Party can reasonably be expected to provide assistance;

(b) provide all information reasonably requested by the SVAA within a reasonable timescale agreed with the SVAA; and

(c) use all reasonable endeavours to procure that each Asset Metering Party Agent from time to time appointed by it in respect of an Asset Metering System uses all reasonable endeavours to assist the SVAA’s problem management service in the resolution of any problems arising from their contracts relating to Supplier Volume Allocation and provides all information reasonably requested by the SVAA within a reasonable timescale agreed with the SVAA, in any such case where that Virtual Lead Party or Virtual Trading Party can reasonably be expected to provide assistance.

2.7.3 The provisions of Section O, as they relate to Supplier Volume Allocation, shall apply in relation to the sending and receiving of Communications for the purposes of this Section S.

2.7.4 In respect of each Non Half Hourly Metering System in relation to which it is registered with a Supplier Meter Registration Agent, a Supplier shall:

(a) if it is the first time that such Metering System is registered with a Supplier Meter Registration Agent, allocate such Metering System to:

(i) a Profile Class; and

(ii) a Standard Settlement Configuration and other relevant information in accordance with the relevant BSC Procedures; and

(b) in any other case:

(i) use reasonable endeavours to ensure that such Metering System remains at all times allocated to the correct Profile Class; and

(ii) from time to time change the Profile Class to which that Metering System is allocated,

in each case in accordance with the BSCP516.

2.7.5 Each Supplier shall:

(a) co-operate fully with the Profile Administrator in order to assist the Profile Administrator in the performance of its obligations under its BSC Agent Contract, including by complying with the requirements of BSCP510;

(b) provide to the Profile Administrator the information required by BSCP510 and such other information (including in the form and at the times) as the Profile Administrator may reasonably require in order to assist it in the performance of its obligations under its BSC Agent Contract, including:

(i) by providing information to assist the Profile Administrator in the creation and maintenance of a load research sample which includes the sample of the Supplier’s customers required by the Profile Administrator; and

(ii) by providing or procuring the collection of half-hourly demand data for Profile purposes and providing or procuring the provision of that data to the Profile Administrator;

(c) comply with any directions as may from time to time reasonably be made by the Panel in respect of the Profile Administrator’s BSC Agent Contract;

(d) provide from its customers the number of members and replacement members of the load research sample (including the number in a specified class or who satisfy specified criteria (including as to randomness of selection)) requested by the Profile Administrator from time to time;

(e) in accordance with BSCP510, procure the installation and maintenance (including, where appropriate, by authorising and/or entering into an agreement with the Profile Administrator to install and maintain or procure the installation and maintenance on the Supplier’s behalf) of Profile Capable Metering Systems at the premises of those customers of the Supplier who are or are to become members of the Profile Administrator’s load research sample for the purposes of the Profile Administrator’s load research programme; and

(f) annually confirm to the Profile Administrator whether new customers are located at premises in which Profile Capable Metering Systems are providing half-hourly demand data for the purposes of the Profile Administrator’s load research programme and, if they are, provide the Profile Administrator with all relevant details required by the Profile Administrator.

2.7.5A For the purposes of this Section S, references to a "Profile Capable Metering System" means a single Metering System capable of providing both half-hourly demand data and non half hourly demand data and which otherwise complies with the requirements of BSCP510.

2.7.6 In relation to each SVA Metering System for which it is responsible, a Supplier shall (where applicable) ensure that teleswitch data and changes thereto are provided to the SVAA in accordance with the relevant BSC Procedure (if any) and (to the extent applicable) the provisions of Section O.

2.7.7 Subject to paragraphs 2.7.7B and 2.7.7C, each Supplier shall provide, or procure the provision by the SVAA of, the appropriate data specified in BSCP508 (being certain output from Volume Allocation Runs) to:

(a) the relevant Distribution System Operators;

(b) any other Licensed Distribution System Operator which operates a Distribution System or has an Associated Distribution System that is upstream of a customer; and

(c) an agent appointed on behalf of Licensed Distribution System Operators for the purpose, inter alia, of receiving such data,

provided that the relevant Distribution System Operators shall receive such data free of charge.

2.7.7A For the avoidance of doubt, the relevant Distribution System Operators may provide the data received by them pursuant to paragraph 2.3.1(h), paragraph 2.7.7(a) or Section L5.2.4 to the Licensed Distribution System Operators specified in paragraph 2.7.7(b) or an agent appointed on behalf of Licensed Distribution System Operators in accordance with paragraph 2.7.7(c).

2.7.7B A Licensed Distribution System Operator which receives data pursuant to paragraph 2.7.7 and/or paragraph 2.7.7A (including via an agent appointed on its behalf) shall only be entitled to use such data for the purposes of the operation of its Distribution System and for the calculation of charges for use of and connection to its Distribution System, but not for any other purposes.

2.7.7C A Licensed Distribution System Operator (but excluding a relevant Distribution System Operator) or an agent appointed on behalf of Licensed Distribution System Operators in accordance with paragraph 2.7.7(c) shall not be entitled to receive the data specified in paragraph 2.7.7 where such data relates to a Distribution System or an Associated Distribution System that is connected directly to the Transmission System.

2.7.7D Each Party agrees to the release and use of data referred to in paragraphs 2.7.7 and 2.7.7A on the terms and conditions set out in paragraphs 2.7.7B and 2.7.7C.

2.7.8 Each Supplier which is or intends to be registered in SMRS shall comply with the data quality standards specified in the Supplier Volume Allocation Rules, BSCP501 and with Party Service Line 100.

2.7.8A In relation to each Non Half Hourly Metering System for which it is responsible, and which has been installed in compliance with the Smart Metering Equipment Technical Specification, the Supplier shall establish and maintain Meter Technical Details and provide such Details, in accordance with BSCP504, to the relevant Non Half Hourly Data Collector to enable such Data Collector to process data in accordance with the Supplier Volume Allocation Rules.

2.7.9 Each Supplier shall at all times hold the following data in relation to each SVA Metering System for which it is responsible:

(a) the Meter Technical Details;

(b) in the case of a Non Half Hourly Metering System, the Metered Data obtained for each relevant Settlement Register on each occasion during the preceding forty months on which valid Metered Data was obtained, and the latest values of Estimated Annual Consumption and Annualised Advance.

2.7.10 If a Supplier appoints a replacement Supplier Agent in relation to any SVA Metering System in the circumstances set out in Section J4.2.6(a)(i) or (ii), the Supplier shall provide to the replacement Supplier Agent the following data:

(a) Not Used

(b) in the case of a Non Half Hourly Data Collector, the data held by the Supplier pursuant to paragraph 2.7.9(b).

2.7.11 To enable the identity of each Equipment Owner to be included in Market Domain Data, a Supplier shall, in accordance with BSCP509, inform the SVAA of the identity of an Equipment Owner (whether or not the Supplier itself) in relation to any Non Half Hourly Metering System for which the Supplier is registered in SMRS (unless such data already exists in Market Domain Data).

2.7.12 For the purposes of this paragraph 2 and Section L5.2.4, the term "relevant Distribution System Operators" means those Licensed Distribution System Operators to whose Distribution System or Associated Distribution System a customer is connected.

2.7.13 For the purposes of paragraph 2.7.7(b), a Distribution System or Associated Distribution System shall be treated as being upstream of a customer if that Distribution System or Associated Distribution System is used (or expected to be used) to distribute electricity from (or to) the Transmission System to (or from) a Distribution System or Associated Distribution System:

(a) to which such customer is connected; or

(b) that is upstream of such customer in accordance with this paragraph 2.7.13.

2.8 Long Term Vacant

2.8.1 Each Supplier who treats or intends to treat a Non Half Hourly Metering System for which it is responsible as Long Term Vacant shall comply with paragraphs 4.3.19 to 4.3.22 (inclusive) of Annex S-2 and the relevant provisions of BSCP504.

2.8.2 A Supplier shall not treat a Non Half Hourly Metering System for which it is responsible as Long Term Vacant where:

(a) the criteria set out in paragraph 2.8.3 for determining whether a Non Half Hourly Metering System is Long Term Vacant and any further requirements set out in BSCP504 have not been satisfied;

(b) Metered Data (as described in BSCP504) relating to such Non Half Hourly Metering System becomes available (including by reason of the Supplier receiving such Metered Data from the owner and/or occupier of the property on which the Non Half Hourly Metering System is situated);

(c) the Supplier becomes aware that consumption of electricity is occurring at the property on which the Non Half Hourly Metering System is situated (including by reason of receiving communications from the owner and/or occupier or new owner and/or occupier of that property); or

(d) there is a change of Supplier in relation to such Non Half Hourly Metering System.

2.8.3 The criteria for determining whether a Supplier may treat a Non Half Hourly Metering System for which it is responsible as Long Term Vacant includes the requirements set out below and any further requirements set out in BSCP504:

(a) the Non Half Hourly Data Collector responsible for such Non Half Hourly Metering System has made two visits (in accordance with the applicable timescales specified in BSCP504) to the property on which the Non Half Hourly Metering System is situated for the purpose of obtaining Metered Data and has been unable to obtain access to the Non Half Hourly Metering System to obtain such Metered Data;

(b) the Non Half Hourly Data Collector has notified the Supplier (in the manner and form required by BSCP504) of such visits and of its failure to obtain access to the Non Half Hourly Metering System; and

(c) the Supplier has proactively in accordance with BSCP504 used its utmost reasonable endeavours to identify the owner and/or occupier of the property upon which the Non Half Hourly Metering System is situated where such owner and/or occupier is unknown and has attempted to gain access for the purpose of obtaining Metered Data.

2.8.4 A Supplier shall cease to treat a Non Half Hourly Metering System for which it is responsible as Long Term Vacant if any of the matters set out in paragraph 2.8.2 (a) to (d) (inclusive) occurs or if the Supplier fails to comply with the requirements of the processes referred to in paragraph 2.8.5.

2.8.5 A Supplier who treats or intends to treat a Non Half Hourly Metering System for which it is responsible as Long Term Vacant shall also have in place processes, as required by BSCP504, to ascertain whether the Non Half Hourly Metering System can continue to be treated as Long Term Vacant. BSCP504 shall as a minimum contain the following requirements to ascertain whether the Non Half Hourly Metering System can continue to be treated as Long Term Vacant:

(a) the Non Half Hourly Data Collector responsible for such Non Half Hourly Metering System shall make at least one visit (in accordance with the applicable timescale specified in BSCP504) to the property on which the Non Half Hourly Metering System is situated for the purpose of obtaining Metered Data and be unable to obtain access to the Non Half Hourly Metering System to obtain such Metered Data;

(b) the Non Half Hourly Data Collector shall notify the Supplier (in the manner and form required by BSCP504) of such visits and of its failure to obtain access to the Non Half Hourly Metering System; and

2.8.6 A Supplier treating a Non Half Hourly Metering System for which it is responsible as Long Term Vacant shall keep auditable records of its compliance with the requirements of the Code and BSCP504 for treating and continuing to treat such Non Half Hourly Metering System as Long Term Vacant.

2.8.7 In the event that a Licensed Distribution Supplier Operator requests details from a Supplier as to which Non Half Hourly Metering Systems that Supplier is responsible for and is treating as Long Term Vacant then the Supplier shall provide the same.

2.9 Provision of Data to a CM Settlement Services Provider

2.9.1 Where a Supplier that is the Registrant of an SVA Metering System associated with CM Assets is so requested by a Customer or generator that has entered into a Capacity Agreement in respect of those CM Assets then that Supplier shall ensure that its Half Hourly Data Aggregator provides metered data relating to that SVA Metering System to a CM Settlement Services Provider in accordance with BSCP503.

2.10 Provision of Data relating to EII Assets

2.10.1 Where a Supplier is the Registrant of an SVA Metering System associated with EII Assets then that Supplier shall ensure that its Half Hourly Data Aggregator provides metered data relating to that SVA Metering System to an EMR Settlement Services Provider in accordance with BSCP503.

2.11 Provision of Data for SVA Metering Systems

2.11.1 Each Supplier shall ensure that where the SVAA informs its Half Hourly Data Aggregator that it is required to provide Allocated Metering System Metered Consumption data in relation to a Half Hourly Metering System for which that Supplier is the Registrant, the Half Hourly Data Aggregator provides metered data relating to that Half Hourly Metering System to the SVAA in accordance with BSCP503.

2.11.2 Each Supplier shall ensure that its Half Hourly Data Aggregators do not disclose to a Supplier the identity of those Metering Systems for which the SVAA has requested data pursuant to paragraph 2.11.1 unless the relevant SVA Customer or SVA Generator has consented to such disclosure. For the avoidance of doubt, Half Hourly Data Aggregators may disclose to the Supplier the number of Metering Systems for which the SVAA has requested data pursuant to paragraph 2.11.1.

2.12 Provision of data for SVA HH Metering Systems related to SVA Non-Final Demand Facilities

2.12.1 Each Supplier shall ensure that where the SVAA informs its Half Hourly Data Aggregator that any half hourly SVA Metering System, for which that Supplier is the Registrant, is related to SVA Non-Final Demand Facilities which are the subject of a valid Non-Final Demand Declaration, the Half Hourly Data Aggregator provides metered data relating to that half hourly SVA Metering System to the SVAA in accordance with Annex S-2, BSCP503 and BSCP602.

2.13 Provision of data for SVA HH Metering Systems related to EMRS MSID Declarations and EMRS AMSID Declarations

2.13.1 Each Supplier shall ensure that, where the SVAA notifies its Half Hourly Data Aggregator of a half hourly SVA Metering System which has been registered in the SVA Metering System and Asset Metering Register as part a valid EMRS MSID Declaration or a valid EMRS AMSID Declaration, for which that Supplier is the Registrant, the Half Hourly Data Aggregator provides metered data relating to that half hourly SVA Metering System to the SVAA in accordance with Annex S-2, BSCP503 and BSCP508.

2.14 Provision of data for Asset Metering Systems related to EMRS AMSID Declarations

2.14.1 Each Supplier shall ensure that, in relation to an Asset Metering System that is related to a valid EMRS AMSID Declaration for which that Supplier is the Registrant, the appointed Half Hourly Data Collector provides metered data relating to that Asset Metering System to the SVAA in accordance with Annex S-2, BSCP603 and BSCP508.

2.15 Exempt Supply Notification Agents

2.15.1 The principal functions of an Exempt Supply Notification Agent are, in accordance with this Section S and BSCP606:

(a) to receive from the relevant Supplier and/or Half Hourly Data Collector validated half-hourly metered data in relation to SVA Metering Systems that may record Import or Export relating to supply of electricity under an Exemption;

(b) to calculate loss-adjusted Metering System data from half hourly Metered Data (“Eligible Exempt Supply Volumes”) by applying the relevant Line Loss Factor and Transmission Loss Factor values to the half-hourly Metered Data;

(d) to aggregate Eligible Exempt Supply Volumes to BM Unit level, in order to calculate the BM Unit Eligible Exempt Supply Volume (QBES_i1i2j) for each:

(i) Supplier BM Unit ‘i1’ containing customers who were supplied with an Eligible Exempt Supply Volume;

(ii) Supplier BM Unit ‘i2’ containing generators who supplied an Eligible Exempt Supply Volume; and

(iii) Settlement Period ‘j’; and

(e) to provide BM Unit Eligible Exempt Supply Volume values to the SAA.

2.15.2 Each Supplier shall ensure that Eligible Exempt Supply Volumes identified by an Exempt Supply Notification Agent:

(a) represent volumes of electricity supplied under an Exemption;

(b) correspond to a volume of loss-adjusted Metering System data from half hourly Metered Data recorded on the Import Metering System of the customer to whom the electricity was supplied; and

(c) correspond to a volume of loss-adjusted Metering System data half hourly Metered Data recorded on the Export Metering System of the exempt supplier supplying the electricity to the customer.

3. PERFORMANCE

3.1 Supplier Performance Assurance

3.1.1 Each Supplier shall provide, or procure the provision of such reports to the Performance Assurance Board as may from time to time be reasonably required in accordance with the relevant BSC Procedures in order to enable the Performance Assurance Board to review compliance by that Supplier with the requirements of paragraph 2 and compliance by each Supplier Agent for which that Supplier is responsible with Party Service Line 100 and the relevant BSC Procedures.

3.1.2 Each Supplier shall provide the Panel and the Performance Assurance Board with access to all of its records, data and other information (and those of its Supplier Agents) as may reasonably be required by the Panel or (as the case may be) the Performance Assurance Board to carry out its functions in accordance with the Code and relevant Code Subsidiary Documents, or procure that such access is provided.

3.1.3 Without prejudice to paragraph 3.1.2, each Supplier shall pay, in accordance with paragraph 4 of Annex S-1 any amounts which fall to be paid by it in accordance with paragraph 3.2.

3.1A Asset Metering Performance Assurance

3.1A.1 Each Virtual Lead Party and Supplier shall provide, or procure the provision of such reports to the Performance Assurance Board as may from time to time be reasonably required in accordance with the relevant BSC Procedures in order to enable the Performance Assurance Board to review compliance by that Virtual Lead Party or Supplier, in respect of the Asset Metering Systems for which it is the Registrant, with the requirements of paragraph 2 and compliance by each Asset Metering Party Agent for which that Virtual Lead Party or Supplier is responsible in accordance with the relevant BSC Procedures.

3.1A.2 Each Virtual Lead Party and Supplier shall provide the Panel and the Performance Assurance Board with access to all of its records, data and other information (and those of its Asset Metering Party Agents), in respect of the Asset Metering Systems for which it is the Registrant, as may reasonably be required by the Panel or (as the case may be) the Performance Assurance Board to carry out its functions in accordance with the Code and relevant Code Subsidiary Documents, or procure that such access is provided.

3.2 Supplier Charges

3.2.1 Without prejudice to any other right of other Parties (other than in respect of claims for damages for loss), a Supplier which fails to comply with:

(a) the reporting requirements imposed on it pursuant to paragraph 3.1.1; or

(b) the requirements in respect of data provision imposed on it pursuant to paragraph 2.6; or

shall be liable to the relevant charge set out in the Menu of Supplier Charges in Annex S-1, to be payable in accordance with Annex S-1.

3.2A Temporary disapplication of Supplier Charges

3.2A.1 For the purposes of this paragraph 3.2A:

(a) the "Coronavirus Disapplication Period" shall be the period determined in accordance with paragraphs 3.2 A.3 and 3.2A.4; and

(b) the "Relevant Supplier Charges" shall be those charges associated with Serials SP08.

3.2A.2 In relation to the Relevant Supplier Charges, each Party acknowledges that the Coronavirus epidemic or pandemic is likely to disrupt, prevent or delay Suppliers from complying with the obligations referred to in paragraphs 3.2.1(a) to (c) inclusive and accordingly each Party agrees that:

(a) for the duration of the Coronavirus Disapplication Period, no Supplier shall be liable to any other Party under paragraph 3.2.1 for any of the Relevant Supplier Charges set out in the Menu of Supplier Charges in Annex S-1; and

(b) without prejudice to the generality of the foregoing, no Party shall be entitled to bring a claim against another Party pursuant to Annex S-1 in respect of Relevant Supplier Charges that relate to the Coronavirus Disapplication Period.

3.2A.3 The Coronavirus Disapplication Period shall commence on the Relevant Implementation Date and shall remain in force until the Panel determines that such period shall cease by providing three months prior notice pursuant to paragraph 3.2A.4.

3.2A.4 BSCCo shall, on behalf of the Panel, within one Working Day after the determination by the Panel under paragraph 3.2A.3:

(a) send a notification to all Parties and the Authority of the Panel’s determination; and

(b) publish a copy of that notification on the BSC Website.

3.3 Supplier Force Majeure

3.3.1 A Supplier shall not be liable to any other Party for delay or failure in performing its obligations under paragraph 2 or paragraph 3.1.1 to the extent that such delay or failure results from or is caused directly by any event or circumstance beyond the reasonable control of the Supplier including:

(a) act of public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, sabotage or act of vandalism;

(b) strikes, lockouts or other industrial disturbances;

(d) explosion, fault or failure of plant or machinery which (in each case) could not have been prevented by Good Industry Practice;

(e) governmental restraint, Act of Parliament, other legislation, by-law and Directive (not being any order, regulation or direction under Section 32, 33, 34 or 35 of the Act);

(f) a failure by the SVAA to provide Daily Profile Coefficients to a Data Collector for which the Supplier is responsible or to distribute Market Domain Data in accordance with the relevant BSC Procedures;

(g) the provision to the Supplier or any Supplier Agent for which it is responsible by the SVAA of Daily Profile Coefficients or Market Domain Data which is incorrect in any material respect;

(h) a failure in the communication network or method used by the Supplier’s Supplier Agent in accordance with Party Service Line 100 and the relevant BSC Procedures provided the Supplier has first used reasonable endeavours to ensure that its Supplier Agent has used any reasonable alternative method of communication available,

("Supplier Force Majeure"), provided that this paragraph 3.3 is subject to compliance by the Supplier and its Supplier Agents in all respects with the disaster recovery provisions from time to time set out in Party Service Line 100 and/or the relevant BSC Procedures.

3.3.2 Lack of funds shall not be interpreted as a circumstance beyond a Supplier’s reasonable control.

3.3.3 A Supplier which is affected by Supplier Force Majeure shall:

(a) give immediate notice to BSCCo;

(b) use all reasonable endeavours to mitigate the impact of the Supplier Force Majeure and to remedy as soon as practicable its inability to perform;

3.3.4 The provisions of paragraph 3.3.3 shall be without prejudice to the disaster recovery provisions from time to time set out in Party Service Line 100 and/or the relevant BSC Procedures.

4. FUNCTIONS OF BSC AGENTS IN RELATION TO SUPPLIER VOLUME ALLOCATION

4.1 Supplier Volume Allocation Agent

4.1.1 The principal functions of the SVAA are, in accordance with the Code and relevant Code Subsidiary Documents (including BSCP508 and BSCP602):

(a) to provide a supplier volume allocation service in accordance with the relevant BSC Service Description and the Supplier Volume Allocation Rules and to comply with the other requirements of the relevant BSC Service Description;

(b) to provide a daily profile production service in accordance with the relevant BSC Service Description involving, inter alia, receiving, obtaining and maintaining data relating to GSP Groups, noon temperatures and times of sunset, the preparation of Daily Profile Coefficients and the provision of reports on profiles and Standard Settlement Configurations to Non Half Hourly Data Collectors and Suppliers;

(c) to provide a Market Domain Data service to the electricity markets of England and Wales and Scotland in accordance with the relevant BSC Service Description;

(d) to perform additional related services if and to the extent required by the Panel, including:

(i) the development and maintenance of a contingency plan in accordance with the relevant BSC Service Description for approval from time to time by the Panel;

(ii) the provision of a disaster recovery service, and the development and maintenance of a disaster recovery plan, all in accordance with the relevant BSC Service Description;

(iii) the provision of a national helpdesk service, a problem management service, a change management service, a committee support service, a performance report service, an ad hoc reporting service, a dispute support service, a software acceptance testing service and an integration testing service, in each case in accordance with the relevant BSC Service Description;

(iv) the development and maintenance of a hand-over service, and the provision of an exit management plan, in accordance with the relevant BSC Service Description;

(v) the provision of a consultancy service, a technical architecture and design service and a software maintenance service, in each case in accordance with the relevant BSC Service Description; and

(vi) such other services as may from time to time be agreed by the Panel;

(e) to provide data to the NETSO and Distribution System Operators necessary for the purposes of calculating transmission and distribution use of system charges respectively in accordance with BSCP508;

(f) to provide such data to the SAA as is necessary for the provision of Relevant EMR Settlement Data to an EMR Settlement Services Provider;

(g) to provide such data to the SAA as is necessary for Settlement in relation to Secondary BM Units;

(h) to establish and maintain a register, hereby known as the SVA Metering System Register, of each half hourly SVA Metering System and Asset Metering System identified in MSID Data, MSID Pair Data and AMSID Pair Data that has been provided to the SVAA;

(i) to provide the Lead Party of a Secondary BM Unit with half hourly Metered Data for each Metering System registered to that Secondary BM Unit;

(j) to establish and maintain a register, hereby known as the SVA Non-Final Demand Facilities Register, of each of the validly declared SVA Non-Final Demand Facilities and related Metering Systems notified to the SVAA by a Supplier in accordance with BSCP602; and

(k) to validate each Asset Registration submitted by a Virtual Lead Party, Virtual Trading Party or a Supplier in accordance with BSCP602 and to generate an AMSID Pair in respect of each valid Asset Registration and notify the registrant Virtual Lead Party, Virtual Trading Party or Supplier of the Asset Metering System Numbers comprising such AMSID Pair.

4.2 Profile Administrator

4.2.1 The principal functions of the Profile Administrator are, in accordance with the Supplier Volume Allocation Rules and relevant Code Subsidiary Documents:

(a) to create and maintain a load research sample using customer information provided to it by Suppliers and to carry out a programme of load research in order to collect or obtain half-hourly demand data relating to customers who form part of the load research sample;

(b) to analyse data collected through the load research programme and from other sources approved from time to time by the Panel;

(d) to deliver the Regression Coefficients and related data to Parties, the SVAA, Supplier Agents or BSCCo;

(e) to analyse data and to monitor the accuracy of Profiles derived from Regression Coefficients;

(f) to provide such consultancy services as the Panel may from time to time determine; and

(g) to, where agreed between the Profile Administrator and the relevant Supplier and in accordance with any requirements in BSCP510, install and maintain and/or procure the installation and maintenance of Profile Capable Metering Systems at the premises of the customers referred to in paragraph 2.7.5(e) who are identified to the Profile Administrator by the Supplier.

4.2.2 The Profile Administrator shall provide (unless and to the extent otherwise specified from time to time by BSCCo) to BSCCo or as otherwise directed by it a set of Regression Coefficients, Group Average Annual Consumption values and Profile Coefficients for each BSC Year on or before 30th November before the beginning of the relevant BSC Year, using data collected from the load research programme carried out by the Profile Administrator, augmented with data provided by Suppliers which is consistent with the overall sample design.

4.2.3 Unless and to the extent otherwise specified by BSCCo, the Profile Administrator shall deliver to BSCCo or as otherwise directed by it:

(b) an annual report and data analysis plan (in such form as may be specified by the Panel) setting out what load research data the Profile Administrator proposes to use, together with a load research plan (in such form as the Panel shall specify) setting out the proposed sample design and sample sizes in respect of the following BSC Year.

4.2.4 Unless and to the extent otherwise specified by the Panel, the Profile Administrator shall:

(a) make one or more representatives available, subject to reasonable notice, to attend meetings of the Panel or its representatives in order to provide advice on profiling matters; and

(b) provide advice to the Panel as to the implications of introducing new or modified Profile Classes and GSP Groups and as to the implications of changing sample sizes and profiling methodology.

4.2.5 Where:

(a) at the request of a Supplier, the Profile Administrator installs and maintains or procures the installation and maintenance of a Profile Capable Metering System on the Supplier’s behalf at the premises of a customer who forms part of the load research sample, the Profile Administrator’s associated costs shall be treated as BSC Costs under Section D of the Code; and

(b) a Supplier procures the installation and maintenance of a Profile Capable Metering System at the premises of a customer who forms part of the load research sample, the Supplier shall be entitled in respect of that customer to be paid the relevant Profile Sum (referred to in paragraph 4.2.7) by the Profile Administrator.

4.2.6 Without prejudice to any other provision in the Code, in the event that the Supplier requests the Profile Administrator to install and maintain or procure the installation and maintenance of a Profile Capable Metering System in relation to a customer who forms part of the load research sample, the Supplier shall also request the Profile Administrator to acquire or procure the acquisition of the Profile Capable Metering System and to perform or procure the performance of the relevant functions of a Meter Operator Agent, Data Collector and Data Aggregator in relation to that Metering System.

4.2.7 The relevant Profile Sum shall be the total of the average annual cost per member of the load research sample incurred by the Profile Administrator in each BSC Year in relation to the:

(a) acquisition and installation of a Profile Capable Metering System (provided that this cost shall only be included in the relevant Profile Sum where it has been necessary for the Supplier to procure the acquisition and installation of a Profile Capable Metering System in relation to the relevant customer for the purposes of the load research programme, and then only in relation to the first acquisition and installation thereof or in relation to the necessary replacement thereof);

(b) annual maintenance of a Profile Capable Metering System at a customer’s premises and of performing the other functions of a Meter Operator Agent in relation to it (provided that only fifty (50) percent (%) of such cost shall be included in the relevant Profile Sum where the relevant customer has been part of the load research sample for part only of the relevant BSC Year or has been a customer of the relevant Supplier for part only of the relevant BSC Year); and

(c) annual cost of the collection of the half-hourly demand data from a Profile Capable Metering System (provided that only fifty (50) per cent (%) of such cost shall be included in the relevant Profile Sum where the relevant customer has been part of the load research sample for part only of the relevant BSC Year or has been a customer of the relevant Supplier for part only of the relevant BSC Year).

4.2.8 The Profile Sum payable to each Supplier shall be paid annually in accordance with BSCP510 in respect of each BSC Year and, for the avoidance of doubt, shall be treated as BSC Costs under Section D of the Code.

4.3 Teleswitch Agent

4.3.1 The primary functions of the Teleswitch Agent shall be:

(a) to monitor the messages concerning contact switching times sent pursuant to the Radio Teleswitch Agreement to groups of SVA Metering Systems for which the related Metering Equipment is equipped with a teleswitch;

(b) to provide details of those messages to the SVAA (by such means and in accordance with such BSC Procedures as may from time to time be approved by the Panel);

(c) to maintain a log recording the provision of details of teleswitch messages and to provide performance monitoring reports;

(d) to report to the SVAA any known or suspected failures in the monitoring and provision of messages; and

(e) to provide a consultancy and support service and a disaster recovery service.

5. FUNCTIONS OF OTHER AGENTS IN RELATION TO SUPPLIER VOLUME ALLOCATION

5.1 Supplier Meter Registration Agents

5.1.1 The principal function of a Supplier Meter Registration Agent is to provide a registration service for SVA Metering Systems and associated data with respect to its Distribution System(s) and Associated Distribution System(s) in accordance with the REC, Section K, the Supplier Volume Allocation Rules and BSCP501.

5.1.2 A Supplier Meter Registration Agent shall ensure that, to the extent to which is responsible for establishing or creating data in its SMRS relating to SVA Metering Systems, such data is accurate and complete (and in particular that each SVA Metering System is assigned to the GSP Group which such Metering System is in).

5.2 Licensed Distribution System Operators and Supplier Meter Registration Services

5.2.1 Each LDSO shall:

(a) establish, or procure the establishment of; and

(b) subsequently operate and maintain, or procure the subsequent operation and maintenance of,

a Supplier Meter Registration Service that provides the services specified in the Code in relation to SMRS including, without prejudice to the generality of the foregoing, as set out in Annex K-1.

5.2.2 Each SMRA shall ensure that its SMRS enables only one Supplier to be registered, in respect of a Metering System, as being responsible for Imports at a Metering System for a particular Settlement Day.

6. SUPPLIER BM UNITS

6.1 Qualification

6.1.1 A Half Hourly Data Aggregator shall be Qualified:

(a) to aggregate energy values per Supplier BM Unit in accordance with paragraph 3.6 of Annex S-2; and/or

(b) to aggregate energy values per Supplier per GSP Group in accordance with paragraph 3.5.9 to 3.5.12 of Annex S-2,

as further provided in this paragraph 6.1 and, in each case, in accordance with the provisions of Section J and BSCP537 applicable to the function (as described in paragraphs (a) and (b)) which such Data Aggregator is to perform.

6.1.2 Without prejudice to the requirements for Qualification set out in paragraph 6.1.1:

(a) in relation to a GSP Group, a Half Hourly Data Aggregator shall aggregate energy values for all SVA Metering Systems for which such Data Aggregator is responsible in that GSP Group either in accordance with paragraph 3.5.9 to 3.5.12 or paragraph 3.6 of Annex S-2 (but not both);

(b) where one or more Suppliers within a GSP Group has allocated SVA Metering Systems for which such Data Aggregator is responsible to Additional BM Unit(s) in accordance with paragraph 6.2 and 6.3, such Data Aggregator shall aggregate energy values for all SVA Metering Systems (and all Suppliers) for which it is responsible in that GSP Group in accordance with paragraph 3.6 of Annex S-2.

6.1.3 The provisions of paragraph 6.1.2 shall be without prejudice to the basis upon which a Half Hourly Data Aggregator is required (in accordance with BSCP503) to send reports to the Supplier by whom it is appointed.

6.2 Allocation of SVA Metering Systems to Additional BM Units

6.2.1 In relation to a GSP Group, where a Supplier has registered one or more Additional BM Units with the CRA in accordance with Section K, the Supplier may allocate SVA Metering Systems in that GSP Group for which such Supplier is the Registrant to such Additional BM Unit(s) subject to and in accordance with the provisions of this paragraph 6.2 and paragraph 6.3.

6.2.2 An Additional BM Unit may comprise:

(a) one or more Half Hourly Metering Systems; and/or

(b) one or more valid combinations (in accordance with BSCP507) of Non Half Hourly Metering Systems, comprising (in each case) all the Non Half Hourly Metering Systems with the same Profile Class and the same Standard Settlement Configuration,

for which the relevant Supplier is the Registrant in a GSP Group.

6.2.3 For the avoidance of doubt:

(a) in relation to a GSP Group, any SVA Metering Systems not allocated to an Additional BM Unit in accordance with this paragraph 6.2 for which a Supplier is the Registrant shall be attributed to such Supplier's Base BM Unit for the purposes of Settlement;

(b) a SVA Metering System may not be allocated to more than one Additional BM Unit.

6.2.4 Subject to paragraph 6.2.5:

(a) the allocation of SVA Metering Systems to an Additional BM Unit shall become effective for the purposes of Settlement on the day specified by the Supplier in accordance with paragraph 6.3.1, which shall be a date no earlier than the day next following the date when the SVAA or relevant Half Hourly Data Aggregator (as the case may be) has received the Supplier's notification under paragraph 6.3.1, provided such notification is so received by Gate Closure in respect of the first Settlement Period of that day (failing which, the day specified by the Supplier shall be no earlier than the day next following such day); and

(b) in relation to a Half Hourly Metering System, the Supplier shall ensure that the identity of any relevant Half Hourly Data Aggregator is sent to the SMRA and recorded in SMRS prior to Gate Closure in respect of the first Settlement Period of the day when the allocation of such Metering System to an Additional BM Unit becomes effective pursuant to paragraph (a).

6.2.5 No allocation of Half Hourly Metering Systems to Additional BM Units shall become effective or be taken into account for the purposes of Settlement until and unless the relevant Half Hourly Data Aggregator has been Qualified in accordance with paragraph 6.1.2.

6.2.6 In this paragraph 6, the "relevant" Half Hourly Data Aggregator means the Half Hourly Data Aggregator appointed by the Supplier in respect of the Half Hourly Metering System(s) which the Supplier wishes to allocate to an Additional BM Unit in a GSP Group.

6.3 Process

6.3.1 Where a Supplier wishes to allocate SVA Metering Systems to an Additional BM Unit in a GSP Group pursuant to paragraph 6.2, the Supplier shall:

(a) in the case of Half Hourly Metering Systems, notify the relevant Half Hourly Data Aggregator in accordance with BSCP503 of:

(i) the SVA Metering System Number of each Half Hourly Metering System; and

(ii) the identification number of the relevant Additional BM Unit; and

(iii) the date from when, subject to paragraph 6.2.4, the Supplier wishes such Half Hourly Metering System(s) to be allocated to such Additional BM Unit for the purposes of Settlement;

(b) in the case of Non Half Hourly Metering Systems, notify the SVAA in accordance with BSCP507 of:

(i) the Profile Class;

(ii) the Standard Settlement Configuration;

(iii) the identification number of the relevant Additional BM Unit; and

(iv) the date from when, subject to paragraph 6.2.4, the Supplier wishes such Non Half Hourly Metering System(s) to be allocated to such Additional BM Unit for the purposes of Settlement; and

(c) in the case of both Half Hourly Metering Systems and Non Half Hourly Metering Systems, notify the CRA of the estimates referred to in Section K3.4.1 relating to the relevant Additional BM Unit which is to apply upon allocation of such SVA Metering Systems to that Additional BM Unit.

6.3.2 The relevant Half Hourly Data Aggregator shall in accordance with BSCP503: