THIS AGREEMENT is made on the                 day of                       
         
1998
BETWEEN:
(1)	THE PERSONS whose names, registered numbers and registered 
or principal offices are set out in Part 1 of Schedule 1 in their 
capacity as providers of MPAS (the "Host PESs")
(2)	THE PERSONS whose names, registered numbers and registered 
or principal offices are set out in Part 2 of Schedule 1 (the 
"Suppliers")
(3)	ENERGY POOL FUNDS ADMINISTRATION LIMITED 
(registered no. 2444187) whose registered office is at 185 Park 
Street, London SE1 9DY
(4)	SCOTTISH ELECTRICITY SETTLEMENTS LIMITED a 
company incorporated in Scotland (registered no. SC169212) 
whose registered office is at
Plaza Tower, East Kilbride, G74 1LW ("SESL")
(5)	MRA SERVICE COMPANY LIMITED, (registered no. 
3490321) whose registered office is at Exchange House, Primrose 
Street, London EC2A 2HS ("MRASCO")

WHEREAS:

(A)	Each Host PES is required to prepare a form of agreement to be 
known as the Master Registration Agreement, in conjunction and 
co-operation with all other Public Electricity Suppliers, pursuant to  
Condition 11A paragraph 4 of the PES Licence in England and 
Wales and Condition 8A of Part V, paragraph 5 of the PES Licence 
in Scotland. 

(B)	Paragraph 6 of Condition 11A of the PES Licence for England and 
Wales and paragraph 6 of Condition 8A of Part V of the PES 
Licence in Scotland set out the requirements relating to the Master 
Registration Agreement.

(C)	Each Host PES is required to become a party to and comply with 
the provisions of the Master Registration Agreement pursuant to 
paragraph 7 of Condition 11A of the PES Licence for England and 
Wales and paragraph 7 of Condition 8A of Part V of the PES 
Licence in Scotland.

(D)	Each Supplier that holds a Second Tier Supply Licence is required 
to become a party to and comply with the provisions of the Master 
Registration Agreement pursuant to Condition 25 of the Second 
Tier Supply Licence in England and Wales and the corresponding 
provision of the Second Tier Supply Licence in Scotland.

(E)	Each Host PES and Supplier has accordingly agreed to enter into 
this Agreement on the basis of the terms and conditions set out 
below.

(F)	The Pool Agent has agreed to enter into this Agreement as trustee 
and agent for Pool Members.

(G)	SESL has agreed to enter into this Agreement on behalf of the 
parties to the Settlement Agreement for Scotland to procure the 
fulfilment of those parties' requirements.

PART I: PRELIMINARY
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
	In this Agreement:
	"Accept"				means, in relation to a File or 
Message, to accept such File 
or Message on the grounds 
that it complies with the 
Validation Procedures of the 
relevant Host PES's MPAS 
Registration System and 
"Acceptance" shall be 
construed accordingly.  For 
the avoidance of doubt 
Acceptance shall not involve 
any subjective judgement by 
the Host PES;
	"Act"					means the Electricity Act 
1989;
	"Accession Agreement"		means an agreement in the 
form set out in Schedule 4;
	"Accreditation"			has the meaning given to that 
term in the Settlement 
Agreement and "Accredited" 
shall be construed 
accordingly;
	"Affiliate"				in relation to any party, means 
any holding company of that 
party, any subsidiary of that 
party or any subsidiary of a 
holding company of that 
party, in each case within the 
meaning of Sections 736, 
736A and 736B of the 
Companies Act 1985 save 
that, for the purposes of this 
Agreement, SESL shall be 
deemed not to be an Affiliate 
of any Host PES;
	"Application for Registration"	means an application by a 
Supplier to be Registered 
against Supply Number core 
data;
	"Authorised Area"			means:
(i)	in respect of a Host 
PES located in 
England and Wales, 
the area from time to 
time comprised in 
schedule 1 to its PES 
Licence;
(ii)	in respect of a Host 
PES located in 
Scotland, the 
authorised supply area 
from time to time 
comprised in 
paragraph 1 of 
schedule 2 to its PES 
Licence;
	"Authorised Electricity Operator"	means any person who is 
authorised, by licence granted 
under Section 6 or exemption 
granted under Section 5 of 
the Act, to generate, transmit 
or supply electricity and any 
person transferring electricity 
to or from England and Wales 
across an interconnector or 
who has made an application 
for use of interconnector 
which has not been refused;
"Bulk Supply Point Group"		has the meaning given to that 
term in the Settlement 
Agreement for Scotland;
"Central Allocation System"	has the meaning given to that 
term in the Settlement 
Agreement for Scotland;
"Certification"			has the meaning given to that 
term in the Settlement 
Agreement and "Certified" 
shall be construed 
accordingly;
"Change Proposal"			means a notice in writing 
from any party or parties 
suggesting an amendment to 
this Agreement or a 
Settlement Agreement or the 
Data Transfer Catalogue, it 
being recognised that an 
amendment may relate 
exclusively to the Pool 
Requirements or the Scottish 
Settlement Requirements;
"Chief Executive's Office"		has the meaning given to that 
term in the Pooling and 
Settlement Agreement;
"Competent Authority"		means the Secretary of State, 
the Director and any local or 
national agency, authority, 
department, inspectorate, 
minister, ministry, official, or 
public or statutory person 
(whether autonomous or not) 
of, or of the government of, 
the United Kingdom or the 
European Union;
"Condition 2 Statement"		means, in relation to each 
Host PES whose Authorised 
Area is in Scotland, the 
statement in relation to 
charges for use of system for 
the time being in force 
pursuant to Condition 2 of 
Part VI of the PES Licence 
for Scotland;
"Condition 8 Statement"		means, in relation to each 
Host PES whose Authorised 
Area is in England and Wales, 
the statement in relation to 
charges for use of system for 
the time being in force 
pursuant to Condition 8 of 
the PES Licence for England 
and Wales;
"Condition 8E Statement"		means, in relation to each 
Host PES whose Authorised 
Area is  in Scotland, the 
statement in relation to 
charges for Metering and 
Data Services for the time 
being in force pursuant to 
Condition 8E of Part V of the 
PES Licence for Scotland;
"Condition 11E Statement"		means, in relation to each 
Host PES whose Authorised 
Area is  in England and 
Wales, the statement in 
relation to charges for 
Metering and Data Services 
for the time being in force 
pursuant to Condition 11E of 
the PES Licence for England 
and Wales;
"Confidential Information"		means, in relation to a party, 
all data or other information 
supplied to that party by 
another party under or 
pursuant to the provisions of 
this Agreement and where the 
party is a Host PES any 
information which is held in 
respect of a Customer which 
information was previously 
acquired by that Host PES 
through its  Distribution 
Business;
"Connection Agreement"		has the meaning given to that 
term in the relevant 
Settlement Agreement;
"Controlled Market Start Up"	means the phased 
implementation by the 
Director, following the 
direction given by the 
Director in relation to the 
relevant Host PES's 
Authorised Area, of 
arrangements designed to 
facilitate competition in the 
supply of electricity effected 
in accordance with Condition 
3 of the Second Tier Supply 
Licence for England and 
Wales and Condition 3 of 
Part V of the Second Tier 
Supply Licence for Scotland;
	"Customer"				means any person supplied or 
entitled to be supplied with 
electricity by a Supplier or, as 
the case may be, by any 
Affiliate or Related 
Undertaking of a Supplier but 
shall not include any 
Authorised Electricity 
Operator in its capacity as 
such;
	"Data Aggregator"			means a person Accredited 
and appointed by a Supplier 
to collate and sum meter 
reading data (whether actual 
or estimated) and to deliver 
such data to any relevant 
person to whom such Data 
Aggregator has an obligation 
to deliver such data for 
Settlement purposes;
	"Data Collector"			means a person Accredited 
and appointed to: 
(i)	retrieve and verify 
meter reading data 
from electricity meters 
and to deliver such 
data to any relevant 
person to whom such 
Data Collector has an 
obligation to deliver 
such data for the 
purposes of data 
processing; and
(ii)	process, validate and 
(where necessary) 
estimate meter reading 
data and to deliver 
such data to any 
relevant person to 
whom such Data 
Collector has an 
obligation to deliver 
such data for the 
purposes of data 
aggregation;
	"Data Protection Act"		means the Data Protection 
Act 1984;
	"Data Transfer Catalogue"		means the catalogue of data 
flows, data definitions and 
data formats in the form 
approved under this 
Agreement from time to time, 
the version of which at the 
date of this Agreement shall 
be initialled by MEC 
Members for the purposes of 
identification at the first 
meeting of MEC;
	"Data Transfer Network"		means the electronic network 
provided as part of the Data 
Transfer Service;
	"Data Transfer Service"		means the service provided by 
the Data Transfer Service 
Controller and described in 
Condition 11B of the PES 
Licence for England and 
Wales and Condition 8B of 
Part V of the PES Licence for 
Scotland;
	"Data Transfer Service		means the agreement dated 
30th July
	Agreement"				1997 between the Data 
Transfer Service Controller 
and users of the Data 
Transfer Service;
	"Data Transfer Service		means the body established by 
all Public
	Controller"				Electricity Suppliers to 
provide the Data Transfer 
Service;
	"De-Registration Notice"		means a notice received by 
the Host PES from its 
Distribution Business 
instructing the Host PES to 
prevent any further 
Registrations being made in 
relation to a Metering Point;
	"Designated Premises"		has the meaning given to that 
term in each PES Licence;
	"Directed Supplier"			has the meaning given to that 
term in Clause 26.1;
	"Directive"				includes any present or future 
directive, requirement, 
instruction, direction or rule 
of any Competent Authority 
(but only, if not having the 
force of law, if compliance 
with the Directive is in 
accordance with the general 
practice of persons to whom 
the Directive is addressed) 
and includes any 
modification, extension or 
replacement thereof then in 
force;
	"Director"				means the Director General of 
Electricity Supply appointed 
for the time being pursuant to 
the Act;
"Disclose"				means disclose, reveal, report, 
publish or transfer and 
"Disclosure" shall be 
construed accordingly;
"Dispute"				has the meaning given to that 
term in Clause 37;
"Disputes Committee"		has the meaning given to that 
term in Clause 37.3;
"Disputing Party"		has the meaning given to that term in 
Clause 37.2;
	"Distribution Business"		in respect of each Host PES, 
has the meaning given to that 
term in that Host PES's PES 
Licence;
	"Distribution System"		in respect of each Host PES, 
has the meaning given to the 
phrase "Licensee's 
Distribution System" in that 
Host PES's PES Licence;
	"Domestic Premises"			means Premises at which a 
supply is taken wholly or 
mainly for domestic purposes;
	"Energisation Status"		means data item 14 of 
Schedule 2 for a Metering 
Point;
	"ERS"					means the electronic 
registration system operated 
by the Settlement System 
Administrator in England and 
Wales pursuant to the terms 
of the Pooling and Settlement 
Agreement;
"Export Metering Point"		means the point represented 
by a single meter installed at 
Premises (or any part of 
Premises) which is capable of 
measuring the quantity of the 
electricity delivered to a Host 
PES's Distribution System 
and/or Transmission System 
which has been generated by 
a generating set that is 
connected to that meter;
"Extra Votes"			has the meaning given to that 
term in Clause 6.9;
"Event of Default"			has the meaning given to that 
term in Clause 34.1;
"Files"					means one or more Messages;
"Final Reconciliation Run"		has the meaning given to that 
term in the relevant 
Settlement Agreement;
"Financial Year"			means the period from and 
including the date of this 
Agreement to and including 
the next following 31st March 
and each period from 1st 
April to 31st March 
thereafter, provided that the 
final Financial Year shall, in 
the event of termination of 
this Agreement otherwise 
than on the anniversary of the 
last day of the first Financial 
Year, be such shorter period 
as shall end on the date of 
termination;
"Force Majeure" 			means any event or 
circumstance which is beyond 
the reasonable control of any 
party and which results in or 
causes the failure of that party 
to perform any of its 
obligations under this 
Agreement including act of 
God, strike, lockout or other 
industrial disturbance, act of 
the public enemy, war 
declared or undeclared, threat 
of war, terrorist act, 
blockade, revolution, riot, 
insurrection, civil commotion, 
public demonstration, 
sabotage, act of vandalism, 
lightning, fire, storm, flood, 
earthquake, accumulation of 
snow or ice, explosion, fault 
or failure of plant or 
apparatus which (in each 
case) could not have been 
prevented by either Good 
Industry Practice in England 
and Wales or as the case may 
be a Reasonable and Prudent 
Operator in Scotland, 
governmental restraint, Act of 
Parliament, other legislation, 
bye law and Directive (not 
being any order, regulation or 
direction under Section 32, 
33, 34 or 35 of the Act), 
provided that lack of funds 
shall not be interpreted as a 
cause beyond that party's 
reasonable control;
"Forum Chairman"			has the meaning given to that 
term in Clause 7.22;
	"Full Refresh"			means the provision of all 
data items in Instruction 
Format (as defined in the 
Data Transfer Catalogue) for 
all Metering Points in respect 
of which the Supplier or Data 
Aggregator requiring the Full 
Refresh is or has been either 
Registered or appointed, as 
the case may be during the 
period of two years prior to 
the date of production of the 
Full Refresh under Clause 22.  
The Full Refresh shall include 
all data items that have been 
held on the MPAS 
Registration System in 
respect of the relevant 
Metering Points for the 
period of Registration or 
appointment, as the case may 
be;
	"Gateway"				has the meaning given to that 
term in the Data Transfer 
Service Agreement;
	"Good Industry Practice"		means the exercise of that 
degree of skill, diligence, 
prudence and foresight which 
would reasonably and 
ordinarily be expected from a 
skilled and experienced 
operator engaged in the same 
type of undertaking under the 
same or similar 
circumstances;
	"Grid Supply Point"			has the meaning given to that 
term in the Pooling and 
Settlement Agreement;
	"GSP Group"				has the meaning given to that 
term in the Pooling and 
Settlement Agreement;

	"Initial Settlement and		has the meaning given to that 
term in the
	Reconciliation Agent"		Pooling and Settlement 
Agreement;

"Line Loss 
Factor (LLF)/ 
DUoS Code"
means data item 6 of 
Schedule 2 for a Metering 
Point;

"Market Auditor"			has the meaning given to that 
term in the Settlement 
Agreement for Scotland;
	"Market Domain Data"		has the meaning given to that 
term in the Settlement 
Agreement;
"Market Domain ID"		has the meaning given to that 
term in the Data Transfer 
Service Agreement;
"Master Connection and Use of	means the agreement of that 
name dated 30th
System Agreement"			March 1990 governing 
connection to and use of 
NGC's transmission system;
"Master Registration Agreement	means the body constituted 
pursuant to the terms 
Forum" or "MRA Forum"		of Clause 7;
"Measurement Class"		has the meaning given to that 
term in the Settlement 
Agreement;
"MEC Chairman"			has the meaning given to that 
term in Clauses 6.22 and 
6.24;
"MEC Member"			has the meaning given to that 
term in Clause 6.3;
"Message"				means electronic data flows 
between Data Transfer 
Service users which conform 
to the Data Transfer 
Catalogue and User File 
Design Specification;
"Message Receipt Working Day"	has the meaning given to that 
term in Clause 14.3;
"Metering and Data Services"	has the meaning given to that 
term in each PES Licence;
	"Metering Point"			means the point, determined 
according to the principles 
and guidance given at 
Schedule 9, at which a supply 
to (export) or from (import) a 
Host PES's Distribution 
System and/or Transmission 
System:
(a)	is or is intended to be 
measured; or
(b)	where metering 
equipment has been 
removed, was or was 
intended to be 
measured; or
(c)	in the case of an 
Unmetered Supply 
under the Unmetered 
Supplies Procedure, is 
deemed to be 
measured,
where in each case such 
measurement is for the 
purposes of ascertaining the 
Supplier's Settlement 
liabilities under the Pooling 
and Settlement Agreement, or 
the volumes allocated to that 
Supplier under the Settlement 
Agreement for Scotland;
	"Metering Point Administration	means, in respect of any 
Metering Point,
	Data (MPAD)"			all data items as set out in 
Schedule 2;
	"Metering Point Administration	means the service to be 
provided by each Host 
	Service (MPAS)"			PES pursuant to Condition 
11A of the PES Licence for 
England and Wales or 
Condition 8A of Part V of the 
PES Licence for Scotland, as 
the case may be;
	"Meter Operator" 			means a person Accredited 
and appointed by a Supplier, 
or, where applicable, a 
Customer to:
						(i)	provide metering 
equipment whether by 
way of sale, hire or 
loan;
						(ii)	install, commission, 
test, repair and 
maintain metering 
equipment; and
(iii)	maintain related 
technical information;
	"Meter Standing Data"		means the data (as specified 
in the Data Transfer 
Catalogue) relating to the 
configuration of any metering 
equipment which is required 
to operate that equipment in 
an effective manner;
"Migrate"				means, in relation to a 
Metering Point, to enter 
values for data items listed in 
Schedule 2 for that Metering 
Point (apart from data items 1 
to 3, 18 and 19) into the 
relevant Host PES's MPAS 
Registration System and to 
set the 1998 Trading 
Arrangement Indicator for 
that Metering Point to "Y" 
and "Migration" shall be 
construed accordingly;
	"MPAS Registration System"	means, in respect of each 
Host PES, the information 
technology system used by 
that Host PES to provide 
MPAS;
"MRA Executive Committee"	means the body constituted 
pursuant to the terms
or "MEC"				of Clause 6;
"New Connection"			has the meaning given to that 
term in Clause 20.1.1;
"New Metering Point"		has the meaning given to that 
term in Clause 20.1;
	"New Party"				has the meaning given to that 
term in Clause 4.1;
	"New Supplier"			has the meaning given to that 
term in Clause 15.10;
"Nominated Agreements"		means:
(i)	this Agreement;
(ii)	the Settlement Agreements;
(iii)	any Connection 
Agreement; 
(iv)	the Data Transfer 
Service Agreement;
(v)	any other agreement 
to provide a Metering 
and Data Service;
 

(vi)	any other agreement 
specified as such from 
time to time by MEC; 
and
(vii)	any agreement which 
the Director from time 
to time approves as a 
Nominated Agreement;
	"Non PES Supplier"			has the meaning given to that 
term in Clause 6.3.3;

	"Non PES Supplier			has the meaning given to that 
term in Clause 7.4;
	Representative"
	"Notice of Objection"		has the meaning given to that 
term in Clause 16.1;
	"Objection Raising Period"		means the period from and 
including the time that the 
notification to the Old 
Supplier pursuant to Clause 
15.10 is sent from the MPAS 
Registration System to the 
relevant Host PES's Gateway 
up to but not including 18:00 
hours on the fifth Operational 
Working Day thereafter;
	"Objection Resolution Period"	means the period from and 
including the time that the 
Message confirming that the 
Notice of Objection has been 
Accepted is sent from the 
relevant MPAS Registration 
System to  the relevant Host 
PES's Gateway up to but not 
including 18:00 hours on the 
fifth Operational Working 
Day thereafter;
	"Old Supplier"			means, in relation to a 
Supplier's Application for 
Registration, the Supplier 
which was or, as the case may 
be, will be Registered in 
respect of that Metering Point 
immediately prior to the 
Supply Start Date included in 
the first mentioned Supplier's 
Application for Registration; 
	"Operating Agent"			has the meaning given to that 
term in the Settlement 
Agreement for Scotland;
	"Operational Working Day"	has the meaning given to the 
term 'working day' in Section 
64 of the Act as applicable to 
the Host PES in whose 
Authorised Area the relevant 
Metering Point is located;
	"party"				means each of the Host PESs, 
the Suppliers, the Pool Agent 
and SESL but, except where 
the context requires, shall not 
include MRASCO, and 
"parties" shall be construed 
accordingly;
"Performance Assurance and	has the meaning given to that 
term in the
Accreditation Panel"			Settlement Agreement for 
Scotland;
"PES Member"			has the meaning given to that 
term in Clause 6.3.2;
"PES Supplier Representative"	has the meaning given to that 
term in Clause 7.3;
"Pool Agent"				means Energy Pool Funds 
Administration Limited or its 
successor as Pool Agent from 
time to time appointed 
pursuant to the Pooling and 
Settlement Agreement;
	"Pool Auditor"			has the meaning given to that 
term in the Pooling and 
Settlement Agreement;
	"Pool Executive Committee"	has the meaning given to the 
term "Executive 
or "PEC"				Committee" in the Pooling 
and Settlement Agreement;
"Pool MEC Member"		has the meaning given to that 
term in Clause 6.3.4;
"Pool Member"			has the meaning given to that 
term in the Pooling and 
Settlement Agreement;
"Pool Representative"		has the meaning given to that 
term in Clause 7.5;
	"Pool Requirements"			means:
(i)	those provisions of 
this Agreement which 
are repeated in 
Schedule 6, together 
with Appendix 1 to 
Schedule 6;
(ii)	Clauses 6, 7, 9 and 
10, and the 
administration, 
procedures, 
constitution and 
decision making 
powers of MEC, the 
MRA Forum and any 
sub-committees of 
MEC;
(iii)	Schedule 10;
(iv)	any other provisions, 
including the 
definitions, which may 
have an effect on the 
provisions or matters 
set out or referred to 
in (i), (ii) and/or (iii) 
above, or on their 
performance or 
manner of 
performance, or their 
interpretation;
(v)	paragraphs 2.2.5, 4.2, 
5.1.1 and 5.5.5 of 
Schedule 13 and the 
administration of 
MRASCO pursuant to 
Schedule 13; and
(vi)	any derogations 
affecting any of the 
provisions or matters 
set out or referred to 
in (i) to (v) above; 
"Pooling and Settlement		means the agreement of that 
name dated 30th
	Agreement"				March 1990 (as amended) 
including all Service Lines 
and Agreed Procedures (as 
therein defined) made under 
it;
	"Premises"				has the meaning given in 
section 64 of the Act;
"Priority Provisions			means:
(i)	in relation to the Pool 
Requirements, those 
items referred to in 
paragraphs (i) and (iii) 
(and paragraphs (iv) 
and (vi) to the extent 
referable to 
paragraphs (i) and 
(iii)) of the definition 
of Pool Requirements 
(but in the case of 
Clause 9.2, means 
only those items 
referred to in 
paragraphs (i) and (iii) 
of that definition); and
(ii)	in relation to the 
Scottish Settlement 
Requirements those 
items referred to in 
paragraphs (i) and (iii) 
(and paragraphs (iv) 
and (vi) to the extent 
referable to 
paragraphs (i) and (iii) 
of the definition of 
Scottish Settlement 
Requirements (but in 
the case of Clause 9.2, 
means only those 
items referred to in 
paragraphs (i) and (iii) 
of that definition);
"Profile Class"			has the meaning given to that 
term in the Settlement 
Agreement;
"Provider Member"			has the meaning given to that 
term in Clause 6.3.1;
"Public Electricity Supplier"	means an electricity supplier 
that holds a Public Electricity 
Supplier Licence and any of 
its Affiliates;
	"Public Electricity Supplier		means a public electricity 
supply licence granted
	(PES) Licence"			to a Host PES under section 
6 of the Act which includes 
authorisation pursuant to 
Section 6(1)(c) of the Act;
"Quarter"				means the period of three 
calendar months ending on a 
Quarter Day;
"Quarter Day"			means each or as the context 
may require any or a 
particular one of 31st March, 
30th June, 30th September 
and 31st December or where 
the Quarter Day is not an 
Operational Working Day, 
the next Operational Working 
Day thereafter;
"Reasonable and Prudent		means a person exercising 
that degree of skill,
Operator"				diligence, prudence and 
foresight which would 
reasonably and ordinarily be 
expected from a skilled and 
experienced operator engaged 
in the same type of 
undertaking under the same 
or similar circumstances;
	"Registered"				means the recording on the 
MPAS Registration System 
of a Supplier as being 
responsible for a Metering 
Point from a particular date 
and "Registration" shall be 
construed accordingly;
	"Registration Transaction		means the reference number 
generated 
	Number"				upon Registration;
	"Reject"				means, in relation to a 
Message or File, to reject 
such Message or File on the 
grounds that it does not 
comply with the Validation 
Procedures of the relevant 
Host PES's MPAS 
Registration System and 
"Rejection" shall be 
construed accordingly.  For 
the avoidance of doubt, 
rejection shall not involve any 
subjective judgement by the 
Host PES;
	"Related Metering Points"		means, as the context 
requires:
						(a)	two or more Metering 
Points (other than 
Export Metering 
Points) located at the 
same (or any part of 
the same) Premises; or
						(b)	two or more Metering 
Points (other than 
Export Metering 
Points) relating to 
Unmetered Supplies 
the Supply Numbers 
attributable to which 
are stated within a 
single Unmetered 
Supplies Certificate 
issued by the relevant 
Host PES;
						in either case in circumstances 
where the use of system 
charges for electricity 
supplied through those 
Metering Points are mutually 
conditional;
	"Related Undertaking"		in relation to any party means 
any undertaking in which that 
party has a participating 
interest as defined by section 
260 of the Companies Act 
1985 save that, for the 
purposes of this Agreement, 
SESL shall be deemed not to 
be a Related Undertaking of 
any Host PES;
	"Relevant Exempt Supplier"	has the meaning given to that 
term in the relevant Use of 
System Agreement;
	"Relevant Instruments"		means:
(a)	the Act and all 
subordinate legislation 
made under the Act;
(b)	the Data Protection 
Act and all 
subordinate legislation 
made under it;
(c)	any PES Licence and 
any Second Tier 
Supply Licence and 
any determination or 
notice made or issued 
by the Director 
pursuant to the terms 
thereof;
and whether under any of the 
foregoing or otherwise, all 
authorisations, approvals, 
licences, exemptions, filings, 
registrations, notarisations, 
consents and other matters 
which are required, or which 
a Host PES acting in 
accordance with Good 
Industry Practice in England 
and Wales or as a Reasonable 
and Prudent Operator in 
Scotland would obtain, in 
connection with the provision 
of the Services, of or from 
any Competent Authority;
	"Resend"				has the meaning given to that 
term in Clause 25.1;
	"Scottish Settlement			means:
	Requirements	"			
(i)	those provisions of 
this Agreement which 
are repeated in 
Schedule 7, together 
with Appendix 1 to 
Schedule 7;
(ii)	Clauses 6, 7, 9 and 
10, and the 
administration, 
procedures, 
constitution and 
decision making 
powers of MEC, the 
MRA Forum and any 
sub-committees of 
MEC;
(iii)	Schedule 11;
(iv)	any other provisions, 
including the 
definitions, which may 
have an effect on the 
provisions or matters 
set out or referred to 
in (i), (ii) and/or (iii) 
above, or on their 
performance or 
manner of 
performance, or their 
interpretation;
(v)	paragraphs 2.2.5, 4.2, 
5.1.1 and 5.5.5 of 
Schedule 13 and the 
administration of 
MRASCO pursuant to 
Schedule 13; and
(vi)	any derogations 
affecting the 
provisions or matters 
set out or referred to 
in (i) to (v) above; 
"Second Tier Supply Business"	has the meaning given to that 
term in each PES Licence;
	"Second Tier Supply Licence"	means, in relation to the 
relevant Supplier, the second 
tier supply licence granted to 
that Supplier to supply 
electricity pursuant to Section 
6(2) of the Act;
"Secretariat"				has the meaning given to that 
term in Clause 6.55;
"Secretary"				has the meaning given to that 
term in Clause 6.26;
	"Secretary of State"			has the meaning given to that 
term in the Interpretation Act 
1978;
	"Selective Refresh"			means the provision of all 
data items in Instruction 
Format (as defined in the 
Data Transfer Catalogue) for 
the Metering Point selected 
by the relevant Supplier or 
Data Aggregator in respect of 
which the relevant Supplier or 
Data Aggregator is or has 
been Registered or appointed, 
as the case may be during the 
period of two years prior to 
the date of production of the 
Selective Refresh under 
Clause 23.  The Selective 
Refresh shall include all data 
items that have been held on 
the MPAS Registration 
System in respect of the 
relevant Metering Point for 
the period of Registration or 
appointment, as the case may 
be;
"Service Provider Representative"	has the meaning given to that 
term in Clause 7.3;
	"Services"				means the services to be 
performed by each Host PES 
under this Agreement, 
described in Clauses 15 to 28 
or, as appropriate, one or 
more of them and "Service" 
shall be construed 
accordingly;
	"SESL Member"			has the meaning given to that 
term in Clause 6.3.5;
	"SESL Representative"		has the meaning given to that 
term in Clause 7.5;
"Settlement"				has the meaning given to that 
term in the relevant 
Settlement Agreement;
	"Settlement Agreement"		means, as appropriate:
						(i)	in England and Wales, 
the Pooling and 
Settlement 
Agreement; or
						(ii)	in Scotland, the 
Settlement Agreement 
for Scotland;
"Settlement Agreement for		means the Settlement 
Agreement for Scotland
Scotland"				to be entered into after the 
date of this Agreement, 
including all Service 
Requirements and Market 
Procedures (as therein 
defined) made under it;
"Settlement Requirements"		means:
(i)	in England and Wales, 
the Pool 
Requirements; or
(ii)	in Scotland, the 
Scottish Settlement 
Requirements;
"Settlement System"			has the meaning given to that 
term in the Pooling and 
Settlement Agreement;
	"Settlement System			has the meaning given to that 
term in the Pooling and
	Administrator"			Settlement Agreement;
	"Shadow MEC"			means the Shadow MEC 
Members, acting as MEC in a 
shadow capacity, prior to the 
execution of this Agreement;
"Shadow MEC Members"		shall mean those persons 
whose names are set 					out in Clause 
6.6, acting in a shadow capacity as 				
	MEC Members prior to the execution of this 		
			Agreement;
	"Skeleton Record"			means the initial record on the 
MPAS Registration System 
for a Metering Point which 
contains:
						(i)	the Supply Number 
core data;
						(ii)	data item 9 of 
Schedule 2 for the 
Metering Point;
						(iii)	data item 15 of 
Schedule 2 for the Metering Point; and
						(iv)	data item 18 of Schedule 2 for the Metering Point, where 
applicable;						and may contain data item 6 of Schedule 2 for the 
Metering Point;"Standard Terms of Connection"	has the meaning given to that 
term in each PES Licence;
	"Supplier ID"				means data item 8 of 
Schedule 2;
"Supplier Member"			has the meaning given to that 
term in Clause 6.3.3;
"Supply Business"			in respect of each Host PES, 
has the meaning given to that 
term in that Host PES's PES 
Licence;
	"Supply Number"			means, in respect of any 
Metering Point, the number 
attributed to that Metering 
Point, consisting of data items 
1 to 6 as set out in Schedule 
2;
	"Supply Number core data"	means data items 1 to 3 of 
Schedule 2 in relation to a 
Metering Point and for 
England and Wales has the 
same meaning as the term 
"Stage 2 Metering System 
Number", as defined in the 
Pooling and Settlement 
Agreement;
	"Supply Start Date"			means the date specified for 
data item 10 of Schedule 2 in 
a Supplier's Application for 
Registration;
"Total Weighted Vote"		has the meaning given to that 
term in Clause 6.9;
"Total Daily Processing"		has the meaning given to that 
term in Clause 14.3;
"1998 Trading Arrangement	means, in relation to a 
Metering Point in 
Indicator"				England and Wales, an 
indicator that identifies those 
Metering Points which are 
Registered on MPAS and 
which are registered on ERS 
for settlement purposes;
"Third Party Claim"		has the meaning given to that 
term in Clause 37.10;
"Tranche"				means each of the phases into 
which a Host PES's 
Authorised Area is divided, as 
directed by the Director, for 
the purposes of Controlled 
Market Start Up;
"Transmission System"		in relation to each Host PES 
in Scotland, has the meaning 
given to that term in that 
Host PES's PES Licence;
"Unmetered Supply"		has the meaning given to that 
term in the Settlement 
Agreement;
"Unmetered Supplies Certificate"	means an Unmetered Supplies 
Certificate as issued under the 
Unmetered Supplies 
Procedure;
	"Unmetered Supplies		means:
Procedure"				(i)	in England and Wales, 
schedule 29 of the 
Pooling and 
Settlement 
Agreement; and
(ii)	in Scotland, the 
Market Procedure of 
that name or other 
corresponding 
provision made 
pursuant to the 
Settlement Agreement 
for Scotland;
"Use of System Agreement"		means the agreement of that 
name between a Host PES 
and a Supplier pursuant to 
which the relevant Host PES 
agrees to distribute electricity 
to the Customers of the 
relevant Supplier through the 
relevant Host PES's 
Distribution System and in 
Scotland through its 
Transmission System and 
Distribution System;
"User File Design Specification"	has the meaning given to that 
term in the Data Transfer 
Catalogue;
	"Valid Application for		has the meaning given to that 
term in Clauses 15.6 or 20.2,
	Registration"				as appropriate;
"Valid Notice of Objection"		has the meaning given to that 
term in Clause 16.3;
"Validation Procedures"		has the meaning given to that 
term in Clause 28.3;
"VAT"				has the meaning given to that 
term in the Value Added Tax 
Act 1994 and any tax of a 
similar nature which may be 
substituted for or levied in 
addition to it;
"Weighted Votes"			has the meaning given to that 
term in Clause 6.8; and
"Working Day"			has the meaning given to that 
term in Section 64 of the Act 
for England and Wales.
1.2 In this Agreement, unless the context requires otherwise, 
any reference to:
1.2.1 a "person" includes a reference to an individual, 
body corporate, association or partnership;
1.2.2 the singular shall include the plural and vice versa;
1.2.3 this "Agreement" shall mean this agreement, the 
Schedules and the Annexure;
1.2.4 a Clause, Schedule or Part is a reference to a clause 
of or schedule to or part of this Agreement;
1.2.5 writing includes all methods of reproducing words in 
a legible and non-transitory form;
1.2.6 any statute or any other subordinate legislation, any 
other agreement or instrument shall be construed as 
a reference to that statute, subordinate legislation, 
other agreement or instrument as amended or re-
enacted from time to time;
1.2.7 references to the masculine gender include the 
feminine gender.
1.3 The headings in this Agreement are for the ease of reference 
only and shall not affect its interpretation.
1.4 In this Agreement, references to "include" or "including" are 
to be construed without limitation to the generality of the 
preceding words.
1.5 The parties acknowledge and agree that the Pool Agent 
holds the benefit of this Agreement as trustee and agent for 
the Pool Members and each of them.
1.6 The Pool Agent shall be entitled to act for any or all 
purposes of this Agreement through any person from time 
to time nominated in writing by the Pool Agent to MEC as 
the Pool Agent's representative.  Where more than one 
person is so nominated, the capacity or field in which each 
nominated person is acting shall be notified to MEC.
1.7 For the avoidance of doubt, nothing in this Agreement shall 
prejudice the rights of any Host PES under Schedule 6 of 
the Act.
2. CONDITIONS PRECEDENT
2.1 A Host PES shall not be obliged to provide Services using 
its MPAS Registration System which require Certification 
until:
2.1.1 the Host PES has become Accredited and its MPAS 
Registration System has been Certified; and
2.1.2 the Host PES has become a party to the Data 
Transfer Service Agreement.
2.2 The obligations on a Host PES to provide Services to a 
Supplier in relation to any particular Metering Point in its 
Authorised Area are subject to the Host PES having entered 
values for the data items (other than data item 19) listed in 
Schedule 2 for that Metering Point into its MPAS 
Registration System except where:
2.2.1 the Metering Point is registered on ERS in which 
case the Host PES shall ensure that data items 1 to 
3, 9, 18 (in each case set to "N") and 19 in Schedule 
2 have been entered for that Metering Point; or
2.2.2 the Metering Point at a particular time is a New 
Metering Point, in which case the provisions of 
Clause 20.1 shall apply.
2.3 Subject to Clause 2.4 , the rights of a Supplier to receive 
Services in relation to any particular Metering Point are in 
each case subject to:
2.3.1 there being a Use of System Agreement in full force 
and effect (except for any conditions which require 
this Agreement to be in full force and effect) 
between the Host PES and Supplier in relation to 
that Metering Point;
2.3.2 the Supplier being a party to the Data Transfer 
Service Agreement; and
2.3.3 the Host PES having received a valid market 
participant ID for the Supplier from the Initial 
Settlement and Reconciliation Agent, and having 
entered such valid market participant ID in to its 
MPAS Registration System.
2.4 Where a Supplier does not have a Use of System 
Agreement in full force and effect (except for any conditions 
which require this Agreement to be in full force and effect) 
with a Host PES from whom it has requested Services, the 
terms and conditions for Use of System which the Host PES 
would have offered the Supplier at the time the Host PES 
starts to provide Services to the Supplier will be deemed to 
apply from the point in time when the Host PES starts to 
provide Services to the Supplier provided that nothing shall 
prevent the Supplier referring the matter to the Director for 
a determination pursuant to the PES Licence of the relevant 
Host PES as to whether those terms should apply.  The 
terms and conditions for use of system offered by the Host 
PES shall be reasonable and of a kind generally accepted by 
participants in the electricity industry, and the Host PES 
shall make a copy of those terms and conditions available to 
the Supplier.  Any terms deemed to apply pursuant to this 
Clause shall be without prejudice to the terms and 
conditions contained in any Use of System Agreement 
subsequently entered into between the Host PES and 
Supplier.
2.5 If the conditions precedent set out in Clause 2.1 have not 
been fulfilled in relation to any Host PES as at the date of 
this Agreement, that Host PES shall use its reasonable 
endeavours to procure the fulfilment of those conditions 
precedent which have not already been fulfilled as soon as 
reasonably practicable.  The Host PES shall notify all other 
parties to this Agreement of the date the conditions 
precedent relevant to it under Clause 2.1 become fulfilled 
within 10 Operational Working Days of each such condition 
precedent being fulfilled.
2.6 If the conditions precedent set out in Clause 2.2 (except for 
Clause 2.2.2) have not been fulfilled in relation to any Host 
PES as at the date of this Agreement, that Host PES shall 
procure the fulfilment thereof as soon as possible after the 
date of this Agreement and before the start of Controlled 
Market Start Up for that Host PES.
2.7 Once any of the conditions precedent in Clause 2.1 
applicable to a Host PES has been fulfilled, that Host PES 
shall use its reasonable endeavours to keep such condition 
precedent fulfilled throughout the term of this Agreement.
2.8 Once the condition precedent in Clause 2.2 has been 
fulfilled, the Host PES shall keep such condition precedent 
fulfilled throughout the term of this Agreement.
3. COMMENCEMENT, DURATION AND CONTROLLED 
MARKET START UP
3.1 This Agreement shall take effect on the date hereof, save for 
any rights or obligations of a party which are expressed to 
be conditional under the terms of Clause 2.
3.2 During the period of Controlled Market Start Up for a 
particular Host PES, each Supplier shall only be entitled to 
apply for registration in relation to a Metering Point under 
Clause 15 within that Host PES's Authorised Area from the 
date that is 28 days, or any other such period notified by the 
Director, before the date specified by the Director in 
relation to the Premises associated with that Metering Point 
in his direction issued pursuant to Condition 3 of that 
Supplier's Second Tier Supply Licence.
3.3 Subject to Clauses 34.9 and 34.10, this Agreement shall 
remain in effect in respect of a party until that party ceases 
to be a party in accordance with Clause 34.
3.4 This Agreement shall remain in effect until each party ceases 
to be a party in accordance with Clause 34, or there ceases 
to be at least one Supplier, one Host PES and the Pool 
Agent and SESL (or their respective duly appointed 
successors), remaining as party to this Agreement.
4. ADDITIONAL PARTIES
4.1 Subject to the following provisions of this Clause 4, the 
parties shall admit as an additional party to this Agreement 
any person (a "New Party") who is not at that time already 
a party who applies to be admitted in the capacity requested 
by the New Party.
4.2 Subject to Clause 4.3, a New Party wishing to be admitted 
as an additional party shall apply to MEC for admission on a 
form of application issued by MEC from time to time and 
shall deliver such form to MEC together with any other 
documents referred to in the form.  Upon receipt of an 
application from a potential New Party, MEC shall consider 
the application and shall notify all parties and the Director 
of such application.  Within 30 Working Days of receipt of 
the application MEC shall notify the New Party and 
Director that either the New Party shall be admitted as a 
party, shall not be admitted as a party or that it requires 
further information from the New Party in relation to its 
application.  Where MEC determines not to admit a New 
Party as a party, it shall provide that New Party with the 
reasons for its decision.
4.3 MEC shall forthwith admit a New Party which is seeking to 
replace the Pool Agent or SESL where MEC has been 
notified by the relevant forum under the Pooling and 
Settlement Agreement or SESL, as appropriate, that the 
New Party has been approved as successor Pool Agent or 
SESL, as appropriate, by that forum or SESL, as 
appropriate.
4.4 Where MEC notifies the New Party that it requires further 
information pursuant to the terms of Clause 4.2, such 
requirement being reasonable, the New Party shall within 20 
Working Days of receiving MEC's notice either provide the 
additional information or refer the matter to the Director 
pursuant to Clause 4.5, failing which the New Party's 
application shall lapse and be of no effect and the New Party 
shall not be, and shall not be entitled to be, admitted as a 
party consequent upon such application (but without 
prejudice to any new application for admission it may make 
thereafter).
4.5 Where MEC determines not to admit a New Party as a party 
or fails to notify the New Party within 30 Working Days of 
receipt of the New Party's application or requests additional 
information from the New Party, the New Party may refer 
the matter to the Director for his determination The 
determination of the Director shall be final and binding for 
all purposes.
4.6 Where:
4.6.1 MEC notifies the New Party and the Director in 
accordance with Clause 4.2 that the New Party is to 
be admitted as a party or Clause 4.3 applies; or
4.6.2 following a request for further information pursuant 
to Clause 4.2, the New Party provides sufficient 
additional information satisfactory to MEC within 
the time period specified in Clause 4.4; or
4.6.3 the Director determines that the New Party shall 
become a party pursuant to Clause 4.5,
MEC shall forthwith prepare an Accession Agreement, 
which shall be executed by a delegate authorised by MEC 
on behalf of all parties other than the New Party, and the 
New Party.  Each party hereby authorises and instructs any 
delegate authorised by MEC to sign any such Accession 
Agreement on its behalf and undertakes not to withdraw, 
qualify or revoke any such authority or instruction at any 
time.  Upon execution of the Accession Agreement, the 
New Party shall become a party for all purposes of this 
Agreement from the date specified in such Accession 
Agreement.
4.7 MEC shall promptly notify all parties and the Director of 
the execution and delivery of each Accession Agreement.
5. ENFORCEABILITY OF OBLIGATIONS ON OR BY DATA 
AGGREGATORS
Data Aggregators' Obligations
5.1 In this Agreement where there is a reference to an 
obligation on a Data Aggregator such obligation shall be 
deemed to apply to the Supplier that has appointed the Data 
Aggregator in relation to the relevant Metering Point and 
that 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.
5.2 In this Agreement where there is a reference to an 
obligation owed to a Data Aggregator from a Host PES, 
that obligation shall be deemed to be owed to the Supplier 
that has appointed the Data Aggregator in relation to the 
relevant Metering Point and that Supplier may enforce that 
obligation.
PART II: GOVERNANCE AND CHANGE CONTROL
6. CONSTITUTION OF MEC
6.1 Immediately upon commencement of this Agreement, MEC 
shall be established.  The objects, membership (including the 
first members of the MEC) and procedural rules of the 
MEC are as set out in this Clause 6.  The parties hereby 
delegate to MEC all powers necessary to fulfil its objects 
contained in Clause 6.2.
	Objects
6.2 MEC shall, subject to and in accordance with the other 
provisions of this Agreement, have the powers to:
6.2.1 consider, approve, co-ordinate the implementation 
of or, in relation to those provisions set out in 
Clause 9.6 where the prior written consent of the 
Director is required to any change, recommend to 
the Director on behalf of parties to this Agreement, 
any proposals to change this Agreement and, as 
appropriate, amend this Agreement;
6.2.2 consider, approve and co-ordinate the 
implementation of any proposals to change the Data 
Transfer Catalogue and, as appropriate, amend the 
Data Transfer Catalogue;
6.2.3 consider any applications from potential New Parties 
to become a party;
6.2.4 develop budgets in accordance with Clause 8;
6.2.5 hire any professional advisers, including accountants 
to audit its costs;
6.2.6 check and notify parties that they are defaulting 
parties in accordance with the provisions of Clause 
34; 
6.2.7 consider and resolve disputes between any parties 
arising under this Agreement in accordance with 
Clause 37; and
6.2.8 consider and grant derogations in accordance with 
Clause 38.
MEC Membership
6.3 MEC shall consist of the following representatives ("MEC 
Members") from the following categories:
6.3.1 one MEC Member (the "Provider Member") 
appointed by the Host PESs as providers of MPAS;
6.3.2 one MEC Member (the "PES Member") appointed 
by those Suppliers that are Public Electricity 
Suppliers;
6.3.3 one MEC Member (the "Supplier Member") 
appointed by those Suppliers that are not Public 
Electricity Suppliers ("Non-PES Suppliers");
6.3.4 one MEC Member (the "Pool MEC Member") 
appointed by the Pool Agent; and
6.3.5 one MEC Member (the "SESL Member") 
appointed by SESL.
A MEC Member appointed pursuant to Clauses 6.3.1 to 
6.3.3 shall be an employee of one of the parties within the 
category of parties that is entitled to appoint the relevant 
MEC Member.  No individual may simultaneously be 
appointed as the MEC Member or alternate for more than 
one of the categories pursuant to Clauses 6.3.1 to 6.3.5.
6.4 All MEC Members except the Pool MEC Member and 
SESL Member shall be appointed in accordance with the 
election procedures set out in Clause 6.7.
6.5 The Pool MEC Member and the SESL Member shall be 
appointed by the Pool Agent and SESL respectively, who 
shall, no later than 10 Working Days before 1st April in 
each year, inform the Secretary of the appointment.
6.6 Subject to Clause 6.17, from the date of this Agreement 
until 1 April 1999, MEC Members shall be Hugh Spicer as 
Provider Member, William Landels as PES Member, Derek 
Meacham as Supplier Member, Andrew Claxton as Pool 
MEC Member and Douglas Wright as SESL Member.
6.7 No later than 40 Working Days before 1st April in each year 
commencing with 1999:
6.7.1 each Host PES may propose to the Secretary one 
candidate for election as the Provider Member;
6.7.2 each Supplier that is a Public Electricity Supplier 
may propose to the Secretary one candidate for 
election as the PES Member; and
6.7.3 each Non-PES Supplier may propose to the 
Secretary one candidate for election as the Supplier 
Member,
and the Secretary shall no later than 30 Working Days 
before the relevant 1st April notify the relevant list of 
candidates to each party. Where there is more than one 
candidate for election as a representative under Clauses 
6.3.1, 6.3.2 or 6.3.3 the parties in the relevant category of 
party shall be invited by the Secretary to cast votes for their 
favoured candidate by notice to the Secretary within 10 
Working Days of being notified of the list of candidates.  
Each party in the category of parties which are entitled to 
vote for the Provider Member and the PES Member shall 
have one vote for each category for which it is eligible to 
vote.  Each party in the category of parties which are 
entitled to vote for the Supplier Member shall have the 
number of votes calculated in accordance with Clause 6.8.

6.8 Subject to Clauses 6.9, 6.10 and 6.11 the number of votes 
to which each Non-PES Supplier shall be entitled 
("Weighted Votes") shall be calculated in accordance with 
the following formula:
V =  

Where:

V = the number of votes to which that Non-PES Supplier 
shall be entitled ;

N =	the number of Metering Points for which the Non-
PES Supplier was Registered on all MPAS 
Registration Systems in the month preceding the 
election which shall be determined from the report 
submitted in respect of that month per MPAS 
Registration System pursuant to Clause 27.9 over all 
MPAS Registration Systems; and

SN =	the total number of Metering Points for which all 
Non-PES Suppliers were registered, contained on all 
MPAS Registration Systems in the month preceding 
the election which shall be determined from the 
reports submitted in respect of that month per 
MPAS Registration System pursuant to Clause 27.8 
over all MPAS Registration Systems.

6.9 If, pursuant to the formula set out in Clause 6.8 any Non-
PES Supplier has in excess of 20% of the sum of votes to 
which all Non-PES Suppliers are entitled pursuant to Clause 
6.8 ("Total Weighted Vote"), the number of Weighted 
Votes to which such Non-PES Supplier is entitled shall be 
reduced by such number of votes ("Extra Votes") as will 
give each of those Non-PES Suppliers as nearly as possible 
(but more than) 20% of the Total Weighted Vote, such 
Extra Votes to be reallocated to the remaining Non-PES 
Suppliers in accordance with Clause 6.10.
6.10 Any Extra Votes shall be reallocated to each of the other 
Non-PES Suppliers who have less than 20% of the vote in 
accordance with the following formula:

EXV = EV x  

Where:

EXV =	additional votes which are added to that Non-PES 
Supplier's votes calculated in accordance with 
Clause 6.8;

EV =	the aggregate number of Extra Votes available for 
reallocation in accordance with Clause 6.9;

N =	the number of Metering Points for which the Non-
PES Supplier was Registered on all MPAS 
Registration Systems in the month preceding the 
election which shall be determined from the report 
submitted in respect of that month per MPAS 
Registration System pursuant to Clause 27.9 over all 
MPAS Registration Systems; and

XN =	the number of Metering Points contained on all 
MPAS Registration Systems in the month preceding 
the election which shall be determined by summing 
the total number of Metering Points for each of the 
Non-PES Suppliers whose vote has not been 
reduced in accordance with Clause 6.9 or 6.11 and 
shall be determined from the report submitted in 
respect of that month per MPAS Registration 
System pursuant to Clause 27.9 over all MPAS 
Registration Systems.

6.11 Where, as a result of the reallocation of Extra Votes in 
accordance with Clause 6.10, any Non-PES Supplier has in 
excess of 20% of the Total Weighted Vote, the Extra Votes 
shall be reallocated in accordance with Clauses 6.9 to 6.11, 
mutatis mutandis.
6.12 The candidate that receives the most votes in each category 
of party referred to in Clause 6.7 or, where only one 
candidate is proposed for a particular category, that 
candidate, shall be appointed as the MEC Member for that 
category of party from 1st April in the relevant year.
6.13 Subject to Clause 6.6, the Provider Member, the PES 
Member and the Supplier Member shall retire on 1st April 
next following their appointment as MEC Members, but 
each retiree may be a candidate for reappointment in respect 
of the following year.
6.14 Each category of party entitled to appoint a MEC Member 
pursuant to Clause 6.7 may, where a majority of parties in 
that category of party agrees, at any time remove the 
relevant MEC Member from office and elect or appoint 
another person to be a MEC Member in his place.  A 
category of parties will only have the right to remove from 
office a MEC Member which it or they have elected or 
appointed, and will have no right to remove from office any 
MEC Member elected or appointed by another category of 
party.  Any appointment to replace a MEC Member 
removed from office pursuant to this Clause 6.14 shall be 
made in accordance with the procedure set out in Clause 
6.7, but on such timescale as the Secretary shall reasonably 
direct.  Only parties who are parties at the point in time 
when the existing MEC Member is removed pursuant to this 
clause shall be entitled to nominate candidates and to vote.
6.15 If at any time a vacancy arises in any category of MEC 
Member (other than the Pool MEC Member or SESL 
Member) otherwise than as a result of retirement in 
accordance with Clause 6.13 or removal in accordance with 
Clause 6.14, those parties in the category who are parties at 
the point in time when the vacancy arises and entitled to 
appoint such MEC Member may elect a replacement.  Any 
election to replace a MEC Member pursuant to this Clause 
shall be conducted in accordance with the procedure set out 
in Clause 6.7, but on such timescale as the Secretary shall 
reasonably direct.
6.16 If at any time any category of party fails to provide a MEC 
Member, the Secretary shall request the Director to make 
the relevant appointment and the Director shall have the 
power, until the relevant category of party has decided upon 
an appointment and notified the Director accordingly, to 
appoint a relevant MEC Member on behalf of that category 
of party or to remove any such person so appointed by the 
Director.
6.17 The Pool Agent and SESL shall have the right at any time 
and from time to time to remove from office the Pool MEC 
Member and SESL Member respectively and shall be 
entitled to appoint another person to be the relevant MEC 
Member in his place or to fill any vacancy which arises.  
Where the Pool MEC Member or SESL Member is replaced 
the relevant party responsible for replacing him shall ensure 
that the Secretary is notified of such appointment in writing 
within 5 Working Days of such change taking effect.
Alternates
6.18 Each MEC Member other than the Pool MEC Member and 
SESL Member shall have the power to appoint any 
individual who is an employee of one of the parties from the 
category of party that has appointed him, to be his alternate 
and may at his discretion remove an alternate so appointed 
and shall remove an alternate as soon as that individual 
ceases to be in the employment of one of the parties from 
the category of parties that appointed his appointor.  The 
Pool MEC Member and SESL Member shall each have the 
power to appoint any individual to be his alternate and may 
at his discretion remove an alternate so appointed.  Any 
appointment or removal of an alternate shall be effected by 
notice in writing executed by the appointor and delivered to 
the Secretary or tendered at a meeting of MEC.  If his 
appointor so requests, an alternate shall be entitled to 
receive notice of all meetings of MEC which take place 
while his appointor is a MEC Member.  An alternate shall 
also be entitled to attend and vote as the relevant MEC 
Member at any such meeting at which the MEC Member 
appointing him is not personally present and at the meeting 
to exercise and discharge all the functions, powers and 
duties of his appointor as if a MEC Member and for the 
purpose of the proceedings at the meeting the provisions of 
this Clause 6 shall apply as if he were a MEC Member.
6.19 Every person acting as an alternate shall exercise the voting 
rights of the MEC Member for whom he acts as alternate.  
Execution by an alternate of any resolution in writing of 
MEC shall, unless the notice of his appointment provides to 
the contrary, be as effective as execution by his appointor.
6.20 An alternate shall automatically cease to be an alternate if 
his appointor ceases for any reason to be a MEC Member.
6.21 References in this Clause 6 to a MEC Member shall, unless 
the context otherwise requires, include his duly appointed 
alternate.
The MEC Chairman
6.22 The MEC Chairman shall be a MEC Member and shall be 
appointed by a simple majority of the MEC Members. 
6.23 The MEC Chairman may at any time be removed from 
office by a simple majority of MEC Members.
6.24 The MEC Chairman shall preside at every meeting of MEC 
at which he is present.  If the MEC Chairman is unable to be 
present at a meeting, he may nominate another MEC 
Member (or any alternate appointed pursuant to Clause 
6.18) to act as MEC Chairman.  If neither the MEC 
Chairman nor his alternate is present within half an hour 
after the time appointed for holding the meeting, the MEC 
Members present may appoint any of their number to be the 
MEC Chairman of that meeting.
6.25 The MEC Chairman, or the person appointed to act as the 
MEC Chairman in accordance with Clause 6.24, shall be 
entitled to vote in his capacity as a MEC Member.  The 
MEC Chairman shall in no circumstances be entitled to an 
extra or casting vote.
The Secretary
6.26 The Secretary shall be appointed to or removed from office 
by a resolution of MEC Members.  The Secretary shall be 
entitled to speak but not to vote on any issue at a MEC 
meeting or MRA Forum meeting.
6.27 The Secretary's duties shall be to facilitate MEC and in 
particular to:
6.27.1 attend to the requisition of meetings and to serve 
requisite notices;
6.27.2 maintain a register of names and addresses of MEC 
Members and alternates as appointed from time to 
time;
6.27.3 keep minutes of all meetings; and
6.27.4 circulate all relevant papers.
Meetings
6.28 MEC shall hold meetings at such times as it may decide but 
in any event shall meet at least once every three months.  
The venue for meetings shall be determined by the MEC 
Members from time to time.
6.29 Any MEC Member may, by giving notice in writing to the 
Secretary, request the Secretary to requisition further 
meetings.  The notice given to the Secretary shall contain a 
list of matters to be included in the agenda of the meeting to 
be convened pursuant to this paragraph. The Secretary shall 
proceed to convene meetings of MEC within 10 Working 
Days of such a notice and shall circulate a copy of the 
agenda which shall contain such items as are contained in 
the notice of meeting.
6.30 A quorum will be the Provider Member, the PES Member 
and the Supplier Member and:
6.30.1 where matters which relate to or affect the Pool 
Requirements are to be considered, the Pool MEC 
Member; and
6.30.2 where matters which relate to or affect the Scottish 
Settlement Requirements are to be considered, the 
SESL Member.
Notice of Meetings
6.31 All meetings shall be convened by the Secretary on at least 
10 Working Days' notice.
6.32 The notice of each meeting shall contain the time, venue and 
confirmation of date of the meetings and an agenda and any 
available supporting papers which shall be given to each 
MEC Member and to all parties.
6.33 By notice to the Secretary, any MEC Member may request 
matters to be considered at a meeting and provided that 
such notice is given at least 5 Working Days before the date 
of the meeting, those matters will be included in the agenda 
for the meeting.  If necessary, the Secretary shall circulate a 
revised agenda to each MEC Member and all parties as 
soon as practicable.
6.34 The accidental omission to give notice of a meeting to, or 
the non-receipt of notice of a meeting by, a person entitled 
to receive notice shall not invalidate the proceedings of that 
meeting.
Proceedings of Meetings
6.35 MEC may meet for the transaction of business, and adjourn 
and otherwise regulate its meetings as it thinks fit, but shall 
at all times act reasonably and in compliance with the other 
provisions of this Clause 6.
Representation and Voting
6.36 Each MEC Member shall be entitled to attend, speak and, 
where entitled, vote, at every meeting of MEC.  The 
Director shall be entitled to send a representative to any 
meeting who shall be entitled to speak but not to vote on 
any issue.  The Data Transfer Service Controller shall be 
entitled to send a representative to any meeting that 
discusses changes to the Data Transfer Catalogue, such 
representative to be entitled to speak but not vote on any 
issue.  Any MEC Member may from time to time invite 
other persons who have relevant technical expertise to any 
meeting.  Such person shall be entitled to speak but not vote 
on any issue.
6.37 Where any MEC Member invites any other person to attend 
a MEC Meeting pursuant to Clause 6.36, he or she shall,  
prior to the commencement of the meeting, obtain from that 
person an appropriate written undertaking to treat the 
proceedings of that MEC meeting as confidential.
6.38 All decisions of the MEC shall be by resolution.  Subject to 
Clause 6.40, for a resolution put to the vote of any meeting 
of MEC to be passed, it shall require the unanimous support 
of all MEC Members present at the meeting and entitled in 
accordance with Clause 6.39 to vote in relation to that 
resolution.
6.39 The Pool MEC Member and SESL Member shall be entitled 
to vote only in relation to resolutions which (in the case of 
the Pool MEC Member) the Pool MEC Member reasonably 
considers relate to or affect the Pool Requirements or (in 
the case of the SESL Member) the SESL Member 
reasonably considers relate to or affect the Scottish 
Settlement Requirements.  In all cases where the Pool MEC 
Member or the SESL Member, as the case may be, votes, 
he or she shall state the reasons why he or she considers the 
resolution relates to or affects the relevant Settlement 
Requirements.  All other MEC Members shall be entitled to 
vote in all cases.
6.40 A resolution in writing signed by or on behalf of all the 
MEC Members entitled to vote in relation to that resolution 
shall be as valid and effective as if the same had been passed 
at a meeting of MEC duly convened and held, and may 
consist of several instruments in like form executed by or on 
behalf of one or more MEC Members.
6.41 Any resolution passed by MEC shall have no effect until the 
expiry of any period in which a party is entitled to appeal 
that decision or such later date as the terms of such 
resolution may provide and, if the decision is appealed, 
subject as provided in Clause 6.44, 6.45 or 6.46, as the case 
may be.
Minutes
6.42 The Secretary shall circulate copies of the minutes of each 
meeting of MEC or any sub-committees of MEC to each 
MEC Member, all parties and the Director as soon as 
practicable (and in any event within 5 Working Days) after 
the relevant meeting has been held.  If any MEC Member 
disagrees with any item of the minutes, he shall, within 5 
Working Days of receipt of the minutes, notify the 
Secretary of those items with which he disagrees, and the 
Secretary shall incorporate those items upon which there is 
disagreement into the agenda for the next following meeting 
of MEC, as the first item for resolution.
6.43 The Secretary shall maintain a record of all resolutions 
voted on by MEC, indicating how each MEC Member 
voted on each resolution and shall make such record 
available on request to any party.

Appeals
6.44 Without prejudice to Clause 6.30, where any resolution is 
passed by any meeting of MEC at which:
6.44.1 the Pool MEC Member is not present and is a 
resolution which, in the reasonable opinion of the 
Pool MEC Member, affects or relates to the Pool 
Requirements, and is not a resolution in favour of 
which the Pool MEC Member would have voted; or
6.44.2 the SESL Member is not present and is a resolution 
which, in the reasonable opinion of the SESL 
Member, affects or relates to the Scottish Settlement 
Requirements, and is not a resolution in favour of 
which the SESL Member would have voted, 
the Pool MEC Member or SESL Member, as the case may 
be, may, within 10 Working Days after receipt of minutes of 
the MEC meeting setting out such resolution pursuant to 
Clause 6.42 : 
(A) prior to the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15,  appeal the MEC decision to the Director for 
his determination, whose decision shall be final and 
binding; or
(B) on or after the date from which the MRA Forum is 
empowered to resolve  appeals pursuant to Clause 
7.15, appeal the MEC decision to the MRA Forum 
for its determination by giving notice in writing to 
the Secretary of such appeal.
Pending the outcome of any such appeal, the relevant 
decision shall have no effect.
6.45 Where any resolution put to the vote at any meeting of 
MEC is not passed, MEC shall, if requested by any MEC 
Member who voted in favour of such resolution within 10 
Working Days after receipt of the minutes of the MEC 
meeting setting out such resolution pursuant to Clause 6.42:
6.45.1 prior to the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, appeal the MEC decision to the Director for 
his determination, whose decision shall be final and 
binding; or
6.45.2 on and after the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, appeal the MEC decision to the MRA Forum 
for its determination.
6.46 Where a party reasonably believes that a resolution passed 
by MEC, or MEC's failure to pass any resolution put to the 
vote at any meeting of MEC, will or is likely to unfairly 
prejudice the interests of that party or will cause that party 
to be in breach of this Agreement or of its licence or the 
Act, or where the Pool Agent or SESL reasonably believes 
or is advised that such decision will or is likely to unfairly 
prejudice the interests (which may include the interests 
under the relevant Settlement Agreement) of one or more 
Pool Members or parties to the Settlement Agreement for 
Scotland, as appropriate, that party or the Pool Agent or 
SESL, as appropriate, may within 10 Working Days, or 
such longer period as MEC may decide in relation to that 
resolution, of receiving the minutes of the relevant MEC 
meeting pursuant to Clause 6.42:
6.46.1 prior to the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, appeal the MEC decision to the Director for 
his determination, whose decision shall be final and 
binding; or
6.46.2 on or after the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, refer the MEC decision to the MRA Forum for 
its determination.
Pending the outcome of any such appeal, the relevant 
decision shall have no effect.
6.47 Where the Pool MEC Member or the Pool Agent appeals a 
decision under Clause 6.45 or 6.46, in such appeal the Pool 
MEC Member or (as the case may be) the Pool Agent may 
be represented by the Pool Member or Pool Members on 
whose behalf he or it has raised the appeal.  Where the 
SESL Member appeals a decision under Clause 6.45 or 
6.46, in such appeal the SESL Member or (as the case may 
be) SESL may be represented by the party or parties to the 
Settlement Agreement for Scotland, on whose behalf it has 
raised the appeal.
Vacation of Office
6.48 The office of a MEC Member, other than the Pool MEC 
Member or SESL Member with respect to Clauses 6.48.3 
and 6.48.4, shall be vacated forthwith if:
6.48.1 he resigns his office by notice delivered to the 
Secretary;
6.48.2 he fails, in person or by alternate, to attend 3 
consecutive meetings of MEC that have been duly 
convened but have not been held as a result of a lack 
of quorum due to his (or his alternate's) non-
attendance;
6.48.3 any party who employs him ceases to be a party; or
6.48.4 he ceases to be in the employment of one of the 
parties in the category of party that has appointed 
him under Clauses 6.3.1 to 6.3.3.
MEC Member Responsibilities and Protections
6.49 In the exercise of his powers and the performance of his 
duties and responsibilities as a MEC Member, the Provider 
Member, PES Member and Supplier Member shall represent 
the interests of the category of party by whom he is for the 
time being appointed.  Each MEC Member shall exercise 
reasonable skill and care to the standard reasonably 
expected of a director of a public limited company in the 
performance of his duties and responsibilities as a MEC 
Member, provided that the Pool MEC Member shall be 
entitled to rely on the instructions of the PEC and the SESL 
Member shall be entitled to rely on any relevant authority 
given to it pursuant to the Settlement Agreement for 
Scotland in the performance of his duties and 
responsibilities.
6.50 The Provider Member, PES Member and Supplier Member 
shall use their reasonable endeavours to consult as many of 
the parties that they represent as possible before voting on a 
matter and shall have a written note available at each 
meeting to demonstrate the level of such consultation.
6.51 All parties other than the Pool Agent and SESL shall jointly 
and severally indemnify and keep indemnified:
6.51.1 each MEC Member and his alternate (including in 
his capacity as a director or alternate director of 
MRASCO);
6.51.2 the Secretary;
6.51.3 the Company Secretary of MRASCO;
6.51.4 each person who serves on a sub-committee 
established by MEC or the Board of MRASCO;
6.51.5 each member of the Secretariat who is employed by 
a party; and
6.51.6 each party which is the employer of any person 
referred to in paragraphs 6.51.1 to 6.51.5 above,
as between each such party rateably in accordance with the 
proportions set out in Clauses 8.10 and 8.11 from and 
against all and any costs (including legal costs), charges, 
expenses, damages or other liabilities properly incurred or 
suffered by the relevant person or party in relation to such 
function or the due exercise of the relevant person's 
powers, duties or responsibilities under this Agreement (in 
the case of the Secretariat, as assigned or vested in them by 
MEC pursuant to Clause 6.55) including in relation to 
negligence and all claims, demands or proceedings arising 
out of or in connection with the same except for any costs 
and expenses which are recovered in accordance with the 
procedures set out in Clause 8 and any such costs, charges, 
expenses, damages or other liabilities which are suffered or 
incurred or occasioned by the wilful default or bad faith of, 
or breach of contract by, the relevant person.
6.52 The parties hereby ratify and confirm the decisions of the 
Shadow MEC taken prior to the date of this Agreement and 
those parties providing the indemnity under Clause 6.51 
confirm that such indemnity set out in Clause 6.51 above 
shall extend fully to all costs, charges, expenses, damages or 
other liabilities suffered or incurred by Shadow MEC 
Members and their alternates before or after the date of this 
Agreement in relation to the activities of the Shadow MEC.

Sub-Committees
6.53 MEC may establish such sub-committees from time to time 
and consisting of such persons as it considers desirable.  
Each sub-committee shall be subject to such written terms 
of reference and such procedures as MEC may determine.  
A sub-committee's resolution which relates to or affects 
Settlement Requirements shall not be effective unless the 
relevant Pool MEC Member or SESL Member has voted in 
favour of the resolution.
The Director shall be entitled to send a representative to any 
meeting of any sub-committee, who shall be entitled to 
speak but not to vote on any issue.
6.54 Resolutions of sub-committees shall not have binding effect 
unless MEC has formally delegated the relevant decision-
making powers to the sub-committee (and then subject to 
Clause 6.53) or has ratified the resolution in question.  The 
MEC shall be considered as having formally delegated to 
the Disputes Committee the decision-making powers set out 
in Clause 37.
Secretariat
6.55 MEC may from time to time appoint and remove, or make 
arrangements for the appointment and removal of, any such 
person as MEC requires to assist it or any sub-committee of 
it, the MEC Chairman or Secretary in the proper 
performance of its or their duties and responsibilities in each 
such case upon such terms and conditions as MEC sees fit 
(any such person or persons to be known as the 
"Secretariat").
6.56 Any person referred to in Clause 6.55 shall undertake such 
administrative duties and responsibilities and exercise such 
powers as MEC may from time to time assign to or vest in 
any such person.
6.57 MEC may make arrangements for the remuneration of any 
such person as is referred to in Clause 6.55 and the payment 
of any such person's costs and expenses and the same shall 
be recovered in accordance with Clause 8.
7. CONSTITUTION OF THE MRA FORUM
7.1 Immediately upon commencement of this Agreement the 
MRA Forum shall be established.  The procedural rules of 
the MRA Forum are set out in this Clause 7.
Objects
7.2 The purpose of the MRA Forum is to act as a forum for 
representing the views of parties or, in the case of the Pool 
Agent, the views of Pool Members, or, in the case of SESL, 
the views of the parties to the Settlement Agreement for 
Scotland on any matter relating to the Services or this 
Agreement, for informing the parties generally regarding the 
operation of the Services and of this Agreement, and to 
determine any matters from time to time referred to it by 
MEC.  
Membership
7.3 Each Host PES shall be entitled to send one duly authorised 
representative to attend any meeting of the MRA Forum on 
its behalf to represent it in its capacity as a provider of 
MPAS ("Service Provider Representative") and each 
Supplier that is a Public Electricity Supplier shall be entitled 
to send one duly authorised representative to attend any 
meeting of the MRA Forum on its behalf to represent it in 
its capacity as a Supplier ("PES Supplier 
Representative").
7.4 Each Supplier that is not a Public Electricity Supplier shall 
be entitled to send one duly authorised representative to 
attend any meeting of the MRA Forum on its behalf ("Non 
PES Supplier Representative").
7.5 The Pool Agent and SESL each shall be entitled to send one 
duly authorised representative to attend any meeting of the 
MRA Forum ("Pool Representative" and "SESL 
Representative" respectively).
7.6 Each representative appointed pursuant to Clauses 7.3 to 
7.5 shall have the right to speak and to vote at such 
meetings, provided that the Pool Representative and the 
SESL Representative shall be entitled to vote only in 
relation to resolutions which (in the case of the Pool 
Representative) the Pool Representative reasonably 
considers relates to or affects the Pool Requirements or (in 
the case of the SESL Representative) the SESL 
Representative reasonably considers relates to or affects the 
Scottish Settlement Requirements.
Proxies
7.7 Any representative of a party entitled to attend and vote at 
any MRA Forum meeting shall be entitled to appoint 
another person as its proxy to attend, speak and vote in its 
place, provided that no Service Provider Representative 
may appoint a PES Supplier Representative as its proxy, 
and no PES Supplier Representative may appoint a Service 
Provider Representative as its proxy.
7.8 The instrument appointing a proxy shall be in writing either 
under seal or under the hand of an officer or attorney duly 
authorised.
7.9 The instrument appointing a proxy and the power of 
attorney or other authority, if any, under which it is signed 
or a certified copy of that power or authority shall be 
deposited at the office of the Secretary or at such other 
place within the United Kingdom as is specified for that 
purpose in the notice convening the relevant meeting of the 
MRA Forum, not less than 24 hours before the time 
appointed for the taking of the vote and in default the 
instrument of proxy shall not be treated as valid.
7.10 An instrument appointing a proxy shall be in the following 
form or a form as near thereto as circumstances admit:
"MASTER REGISTRATION AGREEMENT dated [	
		];
We,			, of			, being a 
representative of a party to the above mentioned agreement, 
hereby appoint 			of		
	or, failing him,
			of			, as our proxy 
to vote for us on our behalf at the MRA Forum meeting to 
be held on the 	day of		19   , and at any adjournment 
thereof.
Signed this		day of 			19   ."
7.11 A vote given in accordance with the terms of an instrument 
of proxy shall be valid notwithstanding the previous 
revocation of the proxy or of the authority under which the 
proxy was executed, provided that no notice in writing of 
such revocation shall have been received by the Secretary at 
his office before the commencement of the meeting or 
adjourned meeting at which the proxy is used.
Meetings
7.12 Meetings of the MRA Forum shall be convened:
7.12.1 by the Secretary on the instructions of MEC 
pursuant to Clause 6.45 or upon receipt of notice of 
an appeal pursuant to Clause 6.44 or 6.46;
7.12.2 by a party if the Secretary fails to convene a meeting 
of the MRA Forum to hear an appeal of that party 
pursuant to Clause 6.44, 6.45 or 6.46;
7.12.3 by MEC, forthwith upon receipt of a requisition by 4 
parties; or
7.12.4 by the Pool MEC Member or SESL Member where 
it wishes to have considered matters which it 
reasonably believes relate to or affect the relevant 
Settlement Requirements; or
7.12.5 by the Secretary in any event, at least once every 6 
months if no meeting has been convened pursuant to 
Clauses 7.12.1 to 7.12.4.
7.13 Any requisition by parties as referred to in Clause 7.12.3 
shall state the objects of the meeting and must be signed by 
or on behalf of each of the requisitioners and deposited with 
the Secretary, and may consist of several documents in like 
form each signed by one or more requisitioners.  If MEC 
does not within 5 Working Days from the date of the 
deposit of the requisition proceed to convene a meeting of 
the MRA Forum for a date not later than 15 Working Days 
after the date of deposit, the requisitioners may themselves 
convene a meeting provided that such meeting is held within 
a further 20 Working Days.  Any meeting convened in 
accordance with this Clause shall be convened in the same 
manner, as nearly as possible, as that in which meetings of 
the MRA Forum are convened by MEC.
7.14 Notwithstanding the provisions of Clauses 7.12 and 7.13, 
until the first meeting of the MRA Forum convened in 
accordance with Clause 7.15 the Secretary shall, on the 
instructions of MEC, convene meetings of the MRA Forum 
not less frequently than once in each Quarter (being the 
period of three calendar months ending on a Quarter Day) 
to discuss any matter of interest arising in relation to this 
Agreement.
7.15 With effect from the last day of the period of Controlled 
Market Start-Up for the last Host PES to have commenced 
Controlled Market Start-Up, the MRA Forum shall be 
empowered to hear appeals from MEC.
Notice of Meetings
7.17 All meetings of the MRA Forum shall be convened on at 
least 10 Working Days' notice in writing (or such other 
period of notice as MEC may determine) to those entitled to 
attend pursuant to Clauses 7.3 to 7.5.
7.18 The notice shall specify the date, time and venue of the 
meeting, and an agenda setting out the business to be 
transacted.  Notice shall be given to all parties, all MEC 
Members and the Director.
7.19 The accidental omission to give notice of a meeting to, or 
the non-receipt of notice by, any person entitled to receive 
notice shall not invalidate the proceedings at the meeting.

Proceedings at Meetings
7.20 All business of the MRA Forum shall be transacted at 
meetings of the MRA Forum.
7.22 At the first meeting of the MRA Forum held after 1 April in 
each year, the MRA Forum shall elect from its number, by 
simple majority of those representatives present (including 
by proxy), a person to act as Forum Chairman ("Forum 
Chairman").  The Forum Chairman shall preside at each 
meeting of the MRA Forum at which he is present.  If the 
Forum Chairman is unable to be present at a meeting of the 
Forum, the parties who are represented at the meeting shall 
elect one of their number to act as chairman of that meeting.  
The chairman of any meeting of the MRA Forum shall not 
be entitled to any casting vote in his capacity as such.
7.23 A quorum at meetings of the MRA Forum shall be:
7.23.1 persons representing (including by proxy) 50 percent 
or more of all Service Provider Representatives; and
7.23.2 persons representing (including by proxy) 50 percent 
or more of all PES Supplier Representatives; and
7.23.3 persons representing (including by proxy) 50 percent 
or more of the Total Weighted Vote for all Non-
PES Supplier Representatives; and
7.23.4 the Pool Representative, where the meeting is to 
consider matters which relate to or affect the Pool 
Requirements; and
7.23.5 the SESL Representative, where the meeting is to 
consider matters which relate to or affect the 
Scottish Settlement Requirements.
7.24 If within half an hour from the time appointed for holding 
any meeting of the MRA Forum a quorum is not present or 
during the course of a meeting the meeting becomes 
inquorate, the meeting shall be adjourned to a time and 
place reasonably determined by the Chairman and, where 
the meeting is adjourned until later the same day, 
communicated to those present at the meeting.  Where the 
meeting is adjourned to another date,  notice of the 
adjourned meeting shall be given to all parties, as if it were a 
new meeting.  If, where the meeting is adjourned to another 
date,  at the adjourned meeting a quorum is not present 
within half an hour from the time appointed, those parties 
represented at the adjourned meeting shall constitute a 
quorum.
7.25 The Forum Chairman at a meeting of the MRA Forum at 
which a quorum is present may, with the consent of the 
meeting (and shall if so directed by the meeting), adjourn 
the meeting from time to time and from place to place, 
provided that no business shall be transacted at any 
adjourned meeting other than the business left unfinished at 
the previous meeting.  When a meeting is adjourned to 
another date , notice of the adjourned meeting shall be given 
as if it were a new meeting, but it shall otherwise not be 
necessary to give notice of an adjourned meeting.
Resolutions and Voting
7.26 At any meeting of the MRA Forum, a resolution put to the 
vote of the meeting shall be taken in such manner as the 
chairman of the meeting directs and the result of the  vote 
shall be deemed to be the resolution of the relevant meeting 
and recorded in the minutes.
7.27 A declaration by the Forum Chairman of the meeting that a 
resolution has on a vote been carried or lost and an entry to 
that effect in the book containing minutes of the 
proceedings of meetings of the MRA Forum shall be 
conclusive evidence of the fact.
7.28 A resolution of the MRA Forum will be carried where:
7.28.1 50% or more of Service Provider Representatives 
present or represented (including by proxy) at the 
meeting; and
7.28.2 50% or more of PES Supplier Representatives 
present or represented (including by proxy) at the 
meeting; and
7.28.3 50% or more of the Total Weighted Vote held by 
Non-PES Supplier Representatives present or 
represented (including by proxy) at the meeting; and
7.28.4 the Pool Representative, where, in the Pool 
Representative's reasonable opinion, the resolution 
relates to or affects the Pool Requirements; and
7.28.5 the SESL Representative, where, in the SESL 
Representative's reasonable opinion, the resolution 
relates to or affects the SESL Requirements,
all vote in favour of the resolution.
7.29 On a vote, each representative and each proxy at the 
meeting other than Non PES Supplier Representatives shall 
be entitled to a single vote.  Each Non PES Supplier 
Representative shall be entitled to the Weighted Votes of 
the party whom that person is representing, calculated in 
accordance with Clauses 6.8 to 6.11.
7.30 The Director shall be entitled to send a representative to any 
meeting who shall be entitled to speak but not to vote on 
any issue.
Minutes
7.31 The Secretary shall prepare minutes of all meetings of the 
MRA Forum and shall circulate copies of such minutes to 
all parties, each MEC Member and the Director as soon as 
practicable (and in any event within 10 Working Days) after 
the relevant meeting has been held.  If any representative 
disapproves of the minutes, he shall, within 10 Working 
Days of receipt of those minutes, notify the Secretary of 
those aspects with which he disagrees and the Secretary 
shall incorporate those aspects of the minutes upon which 
there is disagreement into the agenda for the next following 
meeting of the MRA Forum.
Appeals
7.32 Where a party reasonably believes that a resolution passed 
by the MRA Forum pursuant to Clause 7.28 or the MRA 
Forum's failure to pass any resolution put to the vote at any 
meeting of the MRA Forum, will or is likely to unfairly 
prejudice the interests of that party, or will cause that party 
to be in breach of this Agreement or of its licence or the 
Act, or where the Pool Agent or SESL reasonably believes 
or is advised that such a decision will or is likely to unfairly 
prejudice the interests (which may include the interests 
under the relevant Settlement Agreement) of one or more 
Pool Members or parties to the Settlement Agreement for 
Scotland, as appropriate, that party or the Pool Agent or 
SESL, as appropriate, may within 10 Working Days of 
receiving notice of the decision pursuant to Clause 7.31 
appeal the matter to the Director whose decision shall be 
final and binding.  Where the Pool Agent appeals a matter 
under this Clause on behalf of one or more Pool Members, 
in such appeal the Pool Agent may be represented by the 
Pool Member or Pool Members on whose behalf he or it has 
raised the appeal.  Where SESL appeals a matter under this 
Clause on behalf of one or more parties to the Settlement 
Agreement for Scotland, SESL may be represented in such 
appeal by the party or parties to the Settlement Agreement 
for Scotland, on whose behalf it has raised the appeal.  
Pending the outcome of any such appeal, the relevant 
resolution shall have no effect.
8. COSTS
8.1 MEC shall be entitled to recover all its reasonable costs and 
expenses properly incurred in accordance with the 
procedures set out in this Clause 8.  Such costs and 
expenses may include:
8.1.1 any general administration costs associated with 
MEC, the MRA Forum and the Secretariat including 
any costs incurred in holding any meetings; and
8.1.2 any costs and expenses of any consultant or adviser 
retained by MEC in the proper performance of its or 
his duties and responsibilities.
Preparation and Approval of Budgets
8.2 The budget setting out the anticipated costs to be incurred 
by MEC for the period from the date of this Agreement to 
30th June 1998 is attached as the Annexure to this 
Agreement.
8.3 Not earlier than 60 nor later than 40 Working Days before 
1st July 1998, MEC shall circulate to all MRA Forum 
representatives a draft budget for the remainder of that 
Financial Year, which shall set out MEC's good faith 
estimate of the costs that are anticipated to be incurred 
pursuant to Clause 8.1 over the remainder of that Financial 
Year.
8.4 Not earlier than 60 nor later than 40 Working Days before 
the commencement of each Financial Year other than the 
first Financial Year, MEC shall circulate to all 
representatives on the MRA Forum a draft budget for that 
Financial Year, which shall set out MEC's good faith 
estimate of the costs that are anticipated to be incurred 
pursuant to Clause 8.1 over that Financial Year.
Approval of budgets
8.5 The draft budget shall be presented to the MRA Forum for 
approval by resolution.  The MRA Forum may, by 
resolution, approve the draft budget, or amend the draft 
budget and approve it as amended.  In the event of such 
MRA Forum resolution not being carried  the provisions of 
Clause 8.6 shall apply.  Where the resolution to approve the 
budget is carried by the MRA Forum such budget shall be 
the approved budget for that Financial Year and the funding 
for the MRA Secretariat in accordance with that budget 
shall be approved.
8.6 In the event of a failure of the MRA Forum to approve the 
form or content of any draft budget, the following 
provisions shall have effect:
8.6.1 pending resolution of the failure to agree, MEC shall 
not be entitled to carry out any activities which are 
the subject of dispute, except insofar as necessary in 
order to comply with legally binding obligations 
which it has previously incurred in accordance with 
this Agreement or insofar as the carrying out of such 
activities falls within the terms of any previous 
approved budget; and
8.6.2 the matter shall be referred forthwith to the Director 
whose decision as to the contents of the budget shall 
be final and binding.
Amendments to budgets
8.7 During the course of any Financial Year MEC may request 
any changes to be made to the approved budget.  MEC may 
approve revisions to the approved budget within limits 
defined from time to time by the MRA Forum. The 
procedure for the approval of  changes greater than those 
limits shall be the same as that set out in Clauses 8.5 and 8.6 
for the approval of a draft budget.
Payment of Costs Incurred
8.8 MEC shall approve all costs incurred under Clause 8.1 
which have been included in the approved budget for the 
relevant Financial Year in advance of submitting the same to 
the Secretariat for payment.
8.9 Upon receipt of an invoice or other statement relating to 
costs which have been approved by or on behalf of MEC in 
accordance with Clause 8.8, the Secretariat shall pay the 
amount stated in such invoice or other statement (together 
with Value Added Tax thereon, if applicable) to such person 
or persons as MEC shall direct.
Recovery of Costs
8.10 For the purposes of Clause 8.12, the amount which each 
Supplier shall be obliged to pay towards the costs to be 
incurred in accordance with the approved budget in respect 
of any Quarter shall be calculated as follows:
   x   

Where:
SP = 	the amount due from each Supplier;
A= 	average number of Metering Points for which the 
Supplier was Registered on all MPAS Registration 
Systems across the last three months for which 
reports pursuant to Clause 27.9 have been submitted 
per MPAS Registration System which shall be 
determined by summing the number contained in 
those three reports  over all MPAS Registration 
Systems and dividing that figure by three;
C =	estimated costs for the relevant Quarter included in 
the budget approved pursuant to Clause 8.5 or 8.6; 
and
T =	the average number of Metering Points contained on 
all MPAS Registration Systems across the last three 
months for which reports pursuant to Clause 27.9 
have been submitted per MPAS Registration System 
which shall be determined by summing the total 
number of Metering Points contained in those three 
reports  over all MPAS Registration Systems and 
dividing that figure by three.
8.11 For the purposes of Clause 8.12, the amount which each 
Host PES shall be obliged to pay towards the costs to be 
incurred in accordance with the approved budget in any 
Quarter shall be calculated as follows:
PP	=	 
Where:
PP	=	the amount due from Host PES; and
C	=	estimated costs for the relevant Quarter 
included in the budget approved pursuant to 
Clause 8.5 or 8.6.
8.12 The Secretariat shall arrange for collection from Host PESs 
and Suppliers of their respective proportionate share of the 
costs to be incurred in accordance with the approved budget 
in any Quarter, calculated in accordance with Clauses 8.10 
and 8.11, as appropriate, (together with Value Added Tax 
thereon, if applicable) in accordance with such procedures 
as may be agreed by MEC from time to time (which may 
include collection in advance) and Host PESs and Suppliers 
shall comply with such collection procedures and, in 
particular, shall pay the amounts which that Host PES or 
Supplier is obliged to pay within the time period prescribed 
by such procedures, following the receipt of an invoice or 
other statement issued by the Secretariat.
8.13 Within 20 Working Days of the 1 April in each Financial 
Year the Secretariat shall calculate each Host PES's and 
each Supplier's proportionate share, in accordance with the 
proportions set out in Clauses 8.10 and 8.11, of the actual 
costs incurred during the previous Financial Year and shall 
reconcile them against amounts paid by each Host PES and 
each Supplier in respect of estimated costs pursuant to 
Clause 8.12.  Where the aggregate amount paid by the Host 
PES or Supplier in accordance with Clause 8.12 in respect 
of the previous Financial Year is greater than the aggregate 
amount as calculated in accordance with this Clause 8.13 in 
respect of that Host PES or Supplier, the Secretariat shall 
reimburse that Host PES or Supplier (as appropriate) with 
the difference within 20 Working Days.
Audit
8.14 MEC shall arrange for the costs incurred pursuant to Clause 
8.1  to be audited by a firm of chartered accountants on an 
annual basis.  MEC shall copy the auditor's report to all 
parties within 15 Working Days of receipt.
Review of Cost Recovery Mechanism
8.15 Each party acknowledges that the cost recovery mechanism 
included in this Clause 8 has been agreed to on the basis 
that the scope of this Agreement is limited to those activities 
that are described in this Agreement excluding the 
implementation of those matters set out in Schedule 12 (as 
at the date of this Agreement) and, in relation to the period 
from the date of this Agreement up to 30th June 1998, to 
the extent provided for in the budget set out in the 
Annexure .  Each party agrees to review the cost recovery 
mechanism included in this Clause 8 if the scope of this 
Agreement (as so described and provided for) is materially 
amended.
9. CHANGE CONTROL
External Inconsistencies and Conflicts with the Settlement 
Agreement
9.1 Each of the parties hereby acknowledges and agrees the 
desirability of achieving and maintaining consistency and the 
absence of conflict between the provisions of this 
Agreement, the Pooling and Settlement Agreement and the 
Settlement Agreement for Scotland but recognise that it will 
not in all circumstances be possible to avoid inconsistency 
or conflict.
9.2 If at any time there is any conflict between the Priority 
Provisions (as interpreted in the context of this Agreement) 
and the equivalent provisions contained in the Pooling and 
Settlement Agreement (as interpreted in the context of that 
agreement) or the Settlement Agreement for Scotland (as 
interpreted in the context of that agreement), as the case 
may be, the parties agree that:
9.2.1	if and for so long as a party complies with the 
Priority Provisions, it will not be in breach of its 
obligations under the relevant Settlement Agreement 
in respect of those provisions which are in conflict 
with the Priority Provisions; and
9.2.2	until such time as such conflict is resolved through 
the procedures set out in this Clause 9 and the 
equivalent procedures in the relevant Settlement 
Agreement, the Priority Provisions shall prevail over 
the equivalent provisions in the relevant Settlement 
Agreement with which they are in conflict, provided 
that nothing in this Clause 9.2 shall prejudice the 
form or content of any proposed change to resolve 
the conflict.
Change Co-ordination
9.3 The parties agree that no changes to the Priority Provisions 
shall be made under this Agreement without first ensuring 
that the relevant procedures to change the corresponding 
Priority Provisions under the relevant Settlement Agreement 
have been complied with and the change has been approved 
under the relevant Settlement Agreement.
9.4 The parties agree that where changes to the Priority 
Provisions are agreed to under the terms of this Agreement 
and the relevant Settlement Agreement, or the relevant 
arrangements in place in Scotland prior to the Settlement 
Agreement for Scotland taking effect, they shall use their 
reasonable endeavours to ensure that any changes to this 
Agreement and the relevant Settlement Agreement are made 
with effect from the same date.
9.5 MEC shall be responsible for liaising with the appropriate 
forums under (1) the Pooling and Settlement Agreement 
and (2) the Settlement Agreement for Scotland or Scottish 
Electricity Settlements Limited, as appropriate, to ensure 
the co-ordination of the implementation of changes to the 
Priority Provisions.
Changes to Director's Requirements and Consideration of the 
Director's requests
9.6 The parties acknowledge and agree that, notwithstanding 
any other provision of this Agreement, no amendment to or 
variation of any of the matters dealt with in any of the 
following provisions of this Agreement shall take effect 
without the prior written consent of the Director:
9.6.1 Clauses 4.4, 6.1 to 6.17 (inclusive), 6.30, 6.36, 6.38 
to 6.41, (inclusive), 6.44 to 6.46 (inclusive), 6.49 to 
6.57 (inclusive), 7.1 to 7.6 (inclusive), 7.15, 7.26 to 
7.30 (inclusive), 7.32, 8, 9.6, 9.7, 10.8, 10.11, 
10.12, 11.1, 13, 14, 15, 16, 24.1, 24.6, 26, 27.1, 29, 
34, Schedule 2, Schedule 5 and Schedule 8;
9.6.2 any change to any definitions in Clause 1.1 which 
may materially affect the provisions in the Clauses 
set out in Clause 9.6.1; or
9.6.3 any provision of this Agreement which requires or 
permits any matter to be referred to the Director for 
approval, consent, direction or decision or confers 
any rights or benefits upon the Director.
9.7 MEC shall:
9.7.1 give due and prompt consideration to any matter 
referred to it in writing by the Director;
9.7.2 advise the Director in writing of any decision or 
action of MEC and the MRA Forum in relation to 
any matter;
9.7.3 if reasonably requested by the Director, give the 
Director in writing reasons for such decision or 
action; and
9.7.4 if reasonably requested by the Director (having 
regard, in particular, to the resources available to 
MEC), in relation to any proposal by the Director 
for a change to any provision of this Agreement 
provide or procure the provision of advice and 
assistance to the Director as soon as reasonably 
practicable as to the implications of the change and 
the actions necessary to implement it (including any 
relevant impact assessment).
Changes to Priority Provisions - MRA Led
9.8 Any party that wishes to change the Priority Provisions may 
submit a Change Proposal to MEC requesting that such 
change be made.
9.9 Where MEC receives a Change Proposal pursuant to Clause 
9.8, it shall copy such request to all parties, any other 
interested industry participants and the relevant forums 
under the Pooling and Settlement Agreement (if the change 
relates to or affects the Priority Provisions of the Pool 
Requirements) and/or the Settlement Agreement for 
Scotland or the relevant arrangements in Scotland prior to 
the Settlement Agreement for Scotland taking effect (if the 
change relates to or affects the Priority Provisions of the 
Scottish Settlement Requirements) for consideration.  Such 
notification shall indicate the timescale for submitting 
comments.
9.10 MEC shall collate all comments received within the 
proposed timescale indicated in the notification under 
Clause 9.9.  MEC shall copy all comments and the results of 
any impact assessment received to the relevant forums 
under the Pooling and Settlement Agreement (if the change 
relates to or affects the Priority Provisions of the Pool 
Requirements) and/or the Settlement Agreement for 
Scotland or Scottish Electricity Settlements Limited, where 
appropriate (if the change relates to or affects the Priority 
Provisions of the Scottish Settlement Requirements).
Changes to Priority Provisions - Pool or SESL Led
9.11 Where any Change Proposal to the Priority Provisions is 
proposed under the terms of the relevant Settlement 
Agreement, SESL or PEC (or the relevant sub-committee 
of the Pool Executive Committee which is empowered to 
co-ordinate the change control process under the Pooling 
and Settlement Agreement) shall ensure that a copy of the 
Change Proposal under the terms of the relevant Settlement 
Agreement is copied to MEC for its consideration.
9.12 Where MEC receives a copy of a Change Proposal pursuant 
to the terms of Clause 9.11, it shall consider the request and 
shall provide the relevant forum under the Settlement 
Agreement with its comments, if any, on the Change 
Proposal.
9.13 The Pool MEC Member or SESL Member, as appropriate, 
shall ensure that all comments received in accordance with 
the relevant Settlement Agreement on a Change Proposal to 
the Priority Provisions proposed under the terms of the 
relevant Settlement Agreement, together with any report or 
results of an impact assessment conducted under the 
relevant Settlement Agreement, if any, on a Change 
Proposal to the Priority Provisions are (subject to any 
applicable restrictions on disclosure for reasons of 
confidentiality) provided to MEC.
Changes to Agreement that are not Priority Provisions
9.14 Any party, apart from the Pool Agent and SESL, may 
submit a Change Proposal that is not a change to the 
Priority Provisions, to MEC requesting that such change be 
made.
9.15 Where MEC receives a Change Proposal pursuant to Clause 
9.14, it shall copy such request to all parties and any other 
interested industry participants.  Such notification shall 
indicate the timescale for submitting comments.  If either of 
the Pool MEC Member or the SESL Member notifies MEC 
that it considers that the Change Proposal relates to the 
relevant Priority Provisions then the provisions of Clauses 
9.9 and 9.10 shall apply to such change and the provisions 
of Clauses 9.16 and 9.17 shall not apply.
9.16 MEC shall collate all comments received within the 
proposed timescale indicated in the notification under 
Clause 9.15.
9.17 MEC shall copy all information referred to in Clause 9.16 
within 10 Working Days of such comments or result of an 
impact assessment being received by it, to all parties and any 
other interested industry participants.
MRA Decision Making Process
9.18 Once the procedures set out in Clauses 9.8 to 9.10, 9.11 to 
9.13 or (as the case may be) 9.14 to 9.17 have been 
completed, MEC shall consider such Change Proposal and 
shall decide whether to accept or reject such Change 
Proposal in accordance with Clause 6.  Where MEC decides 
to accept a Change Proposal, it shall also decide the 
appropriate process for agreeing and implementing the 
change, including the parameters for:
9.18.1 timing of the process and, subject to clauses 9.3 and 
9.4, the timing of the implementation;
9.18.2 the need for any sub-committees and the terms of 
reference for any such sub-committee; and 
9.18.3 the process for agreeing the final form of the change 
and the manner in which the change should be made,
such process to be subject to the provisions of Clauses 6 
and 7.
Settlement Requirement Change Proposal Acceptance or 
Rejection
9.19 Where a Change Proposal to the  Priority Provisions of the 
Pool Requirements is accepted pursuant to the procedures 
set out in Clause 9.18 and the Change Proposal is accepted 
by the relevant forum under the Pooling and Settlement 
Agreement (if the change affects the Priority Provisions of 
the Pool Requirements), the Priority Provisions of the Pool 
Requirements shall be amended according to the Change 
Proposal within an appropriate timescale.
9.20 Where a Change Proposal to the Priority Provisions of the 
Scottish Settlement Requirements is accepted pursuant to 
the procedures set out in Clause 9.18  and the Change 
Proposal is accepted by the relevant forum under the 
Settlement Agreement for Scotland (if the change affects 
the Priority Provisions of the Scottish Settlement 
Requirements) the Priority Provisions of the Scottish 
Settlement Requirements shall be amended according to the 
Change Proposal within an appropriate timescale.
9.21 Where either:
9.21.1 a Change Proposal to the Priority Provisions of the 
Pool Requirements has been accepted pursuant to 
the procedures set out in Clause 9.18  but the 
equivalent Change Proposal to the Pooling and 
Settlement Agreement is rejected by the relevant 
forum under that Agreement; or
9.21.2 a Change Proposal to the Priority Provisions of the 
Pool Requirements has been rejected pursuant to the 
procedures set out in Clause 9.18, but the equivalent 
Change Proposal to the Pooling and Settlement 
Agreement is accepted by the relevant forum under 
that Agreement,
the Priority Provisions of the Pool Requirements shall not 
be amended pursuant to the Change Proposal.
9.22 Where either:
9.22.1 a Change Proposal to the Priority Provisions of the 
Scottish Settlement Requirements has been accepted 
pursuant to the procedures set out in Clause 9.18 
but the equivalent Change Proposal is rejected by 
the relevant forum under the Settlement Agreement 
for Scotland; or
9.22.2 a Change Proposal to the Priority Provisions of the 
Scottish Settlement Requirements is rejected 
pursuant to the procedures set out in Clause 9.18 
but the equivalent Change Proposal is accepted by 
the relevant forum under the Settlement Agreement 
for Scotland,
the Priority Provisions of the Scottish Settlement 
Requirements shall not be amended pursuant to the Change 
Proposal.
Procedures
9.23 MEC shall agree and issue appropriate procedures in 
relation to Change Proposals submitted pursuant to this 
Clause 9 (which procedures shall be subordinate to and shall 
not be inconsistent with the procedures set out in Clauses 6, 
7, 9 and 10), and the parties agree to comply with those 
procedures as issued from time to time.
Emergencies
9.24 Where any change is proposed to this Agreement pursuant 
to the terms of this Clause 9 which MEC decides:
9.24.1 is of an urgent nature; and
9.24.2 is a change which should be accepted
	MEC may decide to reduce the timescales set out in this 
Clause 9 accordingly.
10. DATA TRANSFER CATALOGUE
10.1 The Data Transfer Catalogue as at the date of this 
Agreement shall be initialled by MEC Members for the 
purposes of identification at the first meeting of MEC.
10.2 Where any Change Proposal to change this Agreement will 
affect the Data Transfer Catalogue and therefore gives rise 
to a proposal to change the Data Transfer Catalogue such 
Change Proposal to change the Data Transfer Catalogue 
shall be considered as part of the Change Proposal to this 
Agreement in accordance with the procedures set out in 
Clause 9.
10.3 Any party that wishes to change the Data Transfer 
Catalogue may submit a Change Proposal to MEC 
requesting that such a change be made to the Data Transfer 
Catalogue.  Where such a change is proposed, the Secretary 
shall notify all parties and any other affected industry 
participants including the Data Transfer Service Controller 
of the proposal at least 10 Working Days before the meeting 
of MEC to consider the Change Proposal.
10.4 Where the proposed change to the Data Transfer Catalogue 
would in the reasonable opinion of the Pool MEC Member 
or SESL Member, as the case may be, affect items of the 
Data Transfer Catalogue which are used under the Pooling 
and Settlement Agreement and/or Settlement Agreement for 
Scotland, that change shall be dealt with as if it were a 
change to the Priority Provisions of the Pool Requirements 
or (as the case may be) the Priority Provisions of the 
Scottish Settlement Requirements pursuant to Clause 9, 
provided that MEC shall, in addition, establish a sub-
committee in accordance with Clause 10.5 and consider its 
recommendations and the provisions of Clauses 10.6 to 
10.12 shall not apply.
10.5 Where a proposal is made pursuant to Clause 10.3, MEC 
shall establish a sub-committee to consider the Change 
Proposal, whose members shall be drawn from those likely 
to be affected by the Change Proposal and need not be 
members of MEC or representatives of parties and shall 
include a representative of the Data Transfer Service 
Controller.  The sub-committee may consider the likely 
impact of the proposed change on:
10.5.1 the performance of any agreement between any 
party and any third party which requires the 
exchange of information by reference to the Data 
Transfer Catalogue;
10.5.2 the performance of the Data Transfer Service; and
10.5.3 other affected industry participants and/or the 
computer systems of such participants.
The sub-committee shall, taking into account such 
assessment and the benefit to industry participants to be 
derived from the relevant change, advise MEC as to 
whether or not it recommends that any change to the Data 
Transfer Catalogue should be made and if it recommends 
that a proposal should be adopted the recommended 
process for implementing the change.
10.6 Where the sub-committee established in accordance with 
Clause 10.5 recommends that any change be made to the 
Data Transfer Catalogue, MEC shall consider such 
recommendation and, if it sees fit, endorse the relevant 
change and decide on an appropriate process for 
implementing the change.  Where MEC makes a decision on 
a proposal, the decision shall be copied by the Secretary 
within 5 Working Days of such decision to all parties and all 
other affected industry participants that have been involved 
in the assessment carried out under Clause 10.5.
10.7 Where MEC accepts a proposal in accordance with Clause 
10.6, unless before the expiry of 10 Working Days after 
receipt of notification sent in accordance with Clause 10.6 
any party gives notice pursuant to Clause 10.8, the 
proposed change shall take effect as from the 
implementation date agreed to by MEC pursuant to Clause 
10.6.  The Secretary shall ensure that the Data Transfer 
Catalogue is amended accordingly and that a copy of the 
amendment to the Data Transfer Catalogue is distributed to 
each party, all signatories to the Data Transfer Service 
Agreement and any other affected industry participants that 
have been involved in the assessment carried out under 
Clause 10.5.
10.8 Where any industry participant affected by any decision 
made pursuant to Clause 10.6 gives notice to the Secretary 
before the expiry of 10 Working Days after receipt of 
notification in accordance with Clause 10.6 that it is 
dissatisfied with the decision and wishes to appeal the 
matter, MEC shall notify all parties, all signatories to the 
Data Transfer Service Agreement and any other affected 
industry participants that have been involved in the 
assessment carried out under Clause 10.5 accordingly and 
shall refer the proposed change:
10.8.1 prior to the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, to the Director for his determination whose 
decision shall be final and binding; or
10.8.2 on or after the date from which the MRA Forum is 
empowered to resolve appeals pursuant to Clause 
7.15, to the MRA Forum for its decision.
10.9 Where a Change Proposal is appealed to the MRA Forum 
pursuant to Clause 10.8 and it decides to endorse a change 
to the Data Transfer Catalogue the MRA Forum shall 
determine the appropriate process for implementing the 
change.  Where the MRA Forum makes a decision on an 
issue referred to it the Secretary shall within 5 Working 
Days of such decision being made notify all parties and any 
other affected industry participants that have been involved 
in the assessment carried out under Clause 10.5 of the 
decision.
10.10 Unless before the expiry of 10 Working Days of receipt of 
notification sent in accordance with Clause 10.9 any 
affected industry participant gives notice to the Secretary 
that it intends to refer the matter to the Director any 
proposed change that is the subject of the MRA Forum's 
decision shall take effect as from the implementation date 
agreed to by the MRA Forum pursuant to Clause 10.9.  The 
Secretary shall ensure that the Data Transfer Catalogue is 
amended accordingly and that a copy of the amendment to 
the Data Transfer Catalogue is distributed to each party and 
all other affected industry participants.
10.11 Any industry participant affected by any decision made 
pursuant to Clause 10.9 who is dissatisfied with the decision 
may, by notice to the Director and the Secretary before the 
expiry of 10 Working Days after receipt of notification in 
accordance with Clause 10.9, appeal the matter to the 
Director for his determination, whose decision shall be final 
and binding.  Upon receipt of notice of the appeal, the 
Secretary shall notify all parties, signatories to the Data 
Transfer Service Agreement and any other affected industry 
participants that have been involved in the assessment 
carried out under Clause 10.5 accordingly.
10.12 Where any matter is referred to the Director pursuant to 
Clauses 10.8.1 or 10.11 and the Director considers that the 
proposed change to the Data Transfer Catalogue should be 
made, such change shall take effect as from an 
implementation date decided upon by the Director.  The 
Secretary shall ensure that the Data Transfer Catalogue is 
amended accordingly and that a copy of the amendment to 
the Data Transfer Catalogue is distributed to each party and 
all other affected industry participants that have been 
involved in the assessment carried out under Clause 10.5.
10.13 Each of the parties agrees with each of the other parties that 
each party shall be entitled to use the Data Transfer 
Catalogue as contemplated by this Agreement, the Data 
Transfer Service Agreement, each of the Settlement 
Agreements and each other agreement between two or more 
parties which requires or permits  the use of the Data 
Transfer Catalogue.

PART III: MPAS TECHNICAL CONSTRAINT, ERS MIGRATION, 
SERVICE AVAILABILITY AND SERVICE LEVELS
11. MPAS TECHNICAL CONSTRAINT
11.1 Each Host PES shall ensure that its MPAS Registration 
System enables only one Supplier to be Registered as 
responsible for supplying any Metering Point for a particular 
day.
11.2 Where a Host PES has become Accredited and its systems 
have been Certified, it shall ensure that:
11.2.1 it uses Certified systems and processes to provide 
and maintain its MPAS; and
11.2.2 any changes in its Certified systems and processes 
are made in accordance with Certified change 
procedures.
12. ERS MIGRATION (ENGLAND AND WALES ONLY)
12.1 Subject to Clauses 12.2 and 12.3, where a Host PES 
receives an application for Migration in an agreed electronic 
format, from the Settlement System Administrator which it 
Accepts, it shall Migrate the relevant Metering Point and 
shall notify the Settlement System Administrator, the 
relevant Supplier and Data Aggregator by 06:00 hours on 
the following Operational Working Day that such Metering 
Point has Migrated.  Where the Host PES Rejects the 
application to Migrate, the Host PES shall notify the 
Settlement System Administrator by delivering such 
notification to that Host PES's Gateway by 06:00 hours on 
the following Operational Working Day that the application 
has been Rejected and all the reasons for the Rejection.
12.2 Up to the date notified to each Host PES pursuant to 
Clause 12.3 where:
12.2.1 the relevant Host PES's MPAS Registration System 
is fully operational; and 
12.2.2 a business process has been developed pursuant to 
the terms of the Pooling and Settlement Agreement 
and accepted by the relevant Host PES,
that Host PES shall complete as many Migrations as would 
be consistent with the efficient use of resources available to 
that Host PES at that time.
12.3 From the date on which the parties are notified by the Pool 
Agent that the Pool Executive Committee has resolved, 
pursuant to schedule 24 of the Pooling and Settlement 
Agreement, that the Migration of Metering Points registered 
on ERS to a Host PES's MPAS Registration System shall 
commence in respect of one or more Host PESs (such date 
to be no earlier than 1st October 1998), each Host PES to 
which such notification relates shall use its reasonable 
endeavours to complete as many applications for Migration 
as possible but shall only be required to complete the first 
100 applications for Migrations received by it on any 
Operational Working Day where those applications are in an 
agreed electronic format.  Any extra applications for 
Migrations in excess of the first 100 requested in any 
Operational Working Day which are not completed on that 
Operational Working Day shall be deemed to be received by 
it on the following Operational Working Day.
12.4 A Supplier registered on ERS for Related Metering Points 
shall use its reasonable endeavours to ensure that those 
Related Metering Points are Migrated so that they have the 
same Supply Start Date.
13. SERVICE AVAILABILITY
13.1 Each Host PES shall provide, operate and maintain its 
MPAS Registration System in accordance with Good 
Industry Practice in England and Wales or as a Reasonable 
and Prudent Operator in Scotland and, subject to Clause 
13.3, shall use its reasonable endeavours to ensure that staff 
are available between 09:00 hours and 18:00 hours on all 
Operational Working Days to receive requests pursuant to 
Clauses 17.4, 19, 20.12, 22.1, 23.1, 25.1 27.5 and 27.6 and 
to respond to queries from Suppliers in relation to the 
provision of Services.
13.2 Each Host PES shall use its reasonable endeavours to 
ensure that any planned suspensions in the operation of its 
MPAS Registration System are scheduled so that there is 
the minimum amount of disruption to the provision of 
MPAS. The relevant Host PES shall provide the relevant 
Suppliers and Data Aggregators with as much notice as 
possible of any planned suspension in the availability of its 
MPAS Registration System.
13.3 In the event of any unplanned suspension in the operation of 
its MPAS Registration System, the Host PES shall treat the 
suspension as an emergency and shall implement its disaster 
recovery procedures, approved as part of its Accreditation, 
within 48 hours of the start of the suspension.  The Host 
PES shall use its reasonable endeavours to make its MPAS 
Registration System available again as quickly as possible.
13.4 Any failure of the Host PES to comply with the provisions 
of Clauses 13.2 and 13.3 shall not relieve that Host PES 
from the application of the service levels referred to in 
Clause 14 except where such failure is due to a 
circumstance of Force Majeure in which case the provisions 
of Clause 36 or 45 shall apply.
14. SERVICE LEVELS AND LIQUIDATED DAMAGES
Service Levels
14.1 Save as otherwise provided in this Agreement, each Host 
PES shall use its reasonable endeavours to ensure that 
notifications of any one type which it receives shall be 
processed in the order in which they were received.
14.2 Where a Host PES receives any notification pursuant to any 
of Clauses 15.10, 15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 
20.11, 21.1, 24.1, 24.3, 24.5 or the Objection Resolution 
Period has elapsed under Clause 16.13, the Host PES shall 
notify the relevant persons listed in those Clauses, or for 
notifications received under Clauses 21.1 and 24.3, the 
persons listed in Clauses 21.2 and 24.4 respectively (except 
for its Distribution Business) in the manner contained in 
Clause 14.3.
14.3 Each Host PES shall produce the notifications required 
under the Clauses listed in Clause 14.2 in accordance with 
the requirement set out in Clause 28.2 in response to any 
notifications received by 18:00 hours on an Operational 
Working Day or in response to the elapsing of the Objection 
Resolution Period on a particular Operational  Working Day 
("Message Receipt Working Day") and, subject to 
Clauses 14.4 and 14.5, shall operate its MPAS Registration 
System with the intent to deliver the total number of such 
notifications ("Total Daily Processing") to its Gateway by 
06:00 hours on the following Operational Working Day or 
as soon as reasonably practicable thereafter.
14.4 For the purposes of fulfilling its obligations in respect of the 
Settlement Requirements, each Host PES shall ensure that:
14.4.1 the Total Daily Processing will be processed and 
delivered to the Host PES's Gateway at a time not 
later than 06:00 hours on the first Operational 
Working Day following the Message Receipt 
Working Day provided that the Host PES shall not 
be in breach of this obligation if it fails to meet this 
target on not more than six Operational Working 
Days during each Quarter;
14.4.2 if the target in Clause 14.4.1 is not met, the Total 
Daily Processing will be processed and delivered to 
the Host PES's Gateway at a time not later than 
06:00 hours on the second Operational Working 
Day following the Message Receipt Working Day 
provided that the Host PES shall not be in breach of 
this obligation if it fails to meet this target on not 
more than one Operational Working Day during 
each Quarter;
14.4.3 if the target in Clause 14.4.2 is not met, the Total 
Daily Processing will be processed and delivered to 
the Host PES's Gateway at a time not later than 
06:00 hours on the third Operational Working Day 
following the Message Receipt Working Day.
14.5 For the purposes of fulfilling its obligations in respect of 
Suppliers, each Host PES shall:
14.5.1 use its reasonable endeavours to ensure that on not 
more than 4 Operational Working Days during each 
Quarter, the Total Daily Processing will be 
processed and delivered to the Host PES's Gateway 
at a time later than 06:00 on the first Operational 
Working Day following the Message Receipt 
Working Day;
14.5.2 ensure that on not more than 5 Operational Working 
Days during each Quarter, the Total Daily 
Processing will be processed and delivered to the 
Host PES's Gateway at a time later than 06:00 hours 
on the first Operational Working Day following the 
Message Receipt Working Day;
14.5.3 ensure that on not more than 1 Operational Working 
Day during each Quarter, the Total Daily Processing 
will be processed and delivered to the Host PES's 
Gateway at a time later than 06:00 hours on the 
second Operational Working Day following the 
Message Receipt Working Day; and
14.5.4 ensure that on no occasion during each Quarter, the 
Total Daily Processing will be processed and 
delivered to the Host PES's Gateway at a time later 
than 06:00 hours on the third Operational Working 
Day following the Message Receipt Working Day.
14.6 In order to determine whether the Host PES has fulfilled the 
requirements set out in each of Clauses 14.4 to 14.5, each 
Host PES shall note the time on the Operational Working 
Day when the Total Daily Processing is delivered to its 
Gateway in relation to the Message Receipt Working Day 
relevant to that Total Daily Processing.
14.7 Each Host PES shall measure its performance against the 
requirements set out in Clauses 14.4 and 14.5 over each 
Quarter provided that where a Host PES breaches the 
requirements in Clauses 14.5.3 and 14.5.4, the breach shall 
be deemed to have occurred in the Quarter in which the 
second Operational Working Day following the Message 
Receipt Working Day occurred. 
14.8 Each Host PES agrees that it is their long term objective to 
achieve a service level ensuring the processing and delivery 
of the Total Daily Processing by 06:00 hours on the first 
Operational Working Day following the Message Receipt 
Working Day.
Pool/SESL Liquidated Damages
14.9 Where the number of occasions in any Quarter that a Host 
PES fails to deliver the Total Daily Processing to its 
Gateway within the timescales indicated in Clauses 14.4.1 to 
14.4.3 exceeds the number of allowable failures indicated in 
the relevant Clause, that Host PES if in England or Wales 
shall pay the Pool Agent and, if in Scotland shall pay SESL 
(POUND)125 for each such extra occasion on which it has failed to 
deliver the Total Daily Processing to its Gateway, provided 
that the Host PES shall have no liability to make such 
payment for any failures which occur before the date which 
is 15 consecutive weeks following commencement of 
Controlled Market Start-Up in its Authorised Area or such 
longer period as MEC may determine in accordance with 
Clause 14.13.
Supplier Liquidated Damages
14.10 Where the number of occasions in any Quarter that a Host 
PES fails to deliver the Total Daily Processing to its 
Gateway within the timescales indicated in Clauses 14.5.2 to 
14.5.4 exceeds the number of allowable failures indicated in 
the relevant Clause, that Host PES shall be liable to pay 
Suppliers the following amounts:
14.10.1 (POUND)200 for each extra failure in that Quarter over 
and above those allowed in Clause 14.5.2, where 
a payment is not made pursuant to Clause 14.10.2 
or Clause 14.10.3;
14.10.2 (POUND)250 for each extra failure in that Quarter over 
and above those allowed in Clause 14.5.3, where 
a payment is not made pursuant to Clause 
14.10.3;
14.10.3 (POUND)5,000 for each failure in that Quarter of the type 
referred to in Clause 14.5.4,
provided that a Host PES shall have no liability to make 
such payment for any failures which occur before the date 
which is 15 consecutive weeks following commencement of 
Controlled Market Start-Up in its Authorised Area or such 
longer period as MEC may determine in accordance with 
Clause 14.13.
14.11 Any liquidated damage payment for which a Host PES is 
liable under Clause 14.10 shall be apportioned amongst 
Suppliers in accordance with the following formula:
SLD	=	L    x     Ai
		       Ai...n
Where:
SLD	=		liquidated damage payment to be 
made to a Supplier in respect of that 
Quarter;
L	=		liquidated damage payment for which 
the relevant Host PES is liable in 
accordance with Clause 14.10;
Ai		=	maximum ((x1 - x0), 0) + maximum 
((x2 - x1), 0)  +  maximum ((x3 - x2), 
0) for the relevant Supplier;
 Ai...n	=	sum of (maximum ((x1 - x0), 0) + 
maximum ((x2 - x1), 0)  +  maximum 
(x3 - x2), 0)) for all Suppliers in the 
relevant Host PES's Authorised Area;
x0		=	the number of Metering Points in 
respect of which the relevant 
Supplier was Registered at the 15th 
day of the third month in the 
preceding Quarter;
x1		=	the number of Metering Points in 
respect of which the relevant 
Supplier was Registered at the 15th 
day of the first month in the relevant 
Quarter;
x2		=	the number of Metering Points in 
respect of which the relevant 
Supplier was Registered at the 15th 
day of the second month in the 
relevant Quarter; and
x3		=	the number of Metering Points in 
respect of which the relevant 
Supplier was Registered at the 15th 
day of the third month in the relevant 
Quarter.
Data Transfer Service Escalation
14.12 Where a Host PES receives a notification from the Data 
Transfer Network indicating that a Message sent by that 
Host PES pursuant to the terms of this Agreement has not 
been received by the relevant Supplier or Data Aggregator, 
the Host PES shall contact the Supplier or Data Aggregator 
as soon as reasonably practicable.  The Host PES and 
relevant Supplier or Data Aggregator shall utilise the 
Problem Management Procedures under the Data Transfer 
Service Agreement which may require the Host PES to 
Resend the original Message.
MEC Discretion
14.13 MEC may decide to change the period of suspension of 
liquidated damage payments from those set out in Clauses 
14.9 and 14.10 in accordance with the procedure set out in 
Clause 38 and may do so where the commencement of the 
second Tranche of Controlled Market Start-Up for a Host 
PES is delayed beyond the expected start date for that 
Tranche as at the date of this Agreement.
14.14 MEC may at any time decide to change the time scales 
within which Total Daily Processing is to be carried out and 
delivered to a Host PESs Gateway pursuant to Clauses 
14.3, 14.4 and 14.5 and may do so where the number of 
Applications for Registrations received by a Host PES on an 
Operational  Working Day is materially greater than the 
number of Applications for Registration which the Host 
PES acting reasonably expected to receive on any particular 
Operational Working Day as at the date of this Agreement.
Review
14.15 MEC shall conduct a formal review, to be started no earlier 
than 12 months or as MEC otherwise decides and 
completed no later than 15 months, after the start of 
Controlled Market Start-Up for the Host PES that is the 
first Host PES to commence Controlled Market Start-Up.
14.16 The liquidated damage payments referred to in Clauses 14.9 
and 14.10 have been based on assumptions relating to 
percentages of Application for Registration where the 
Supply Start Date for such Application for Registration 
would be affected by a failure to comply with the service 
levels set out in Clause 14.4 and 14.5 and the corresponding 
costs per Total Daily Processing and per Metering Point 
incurred by Suppliers in changing the Supply Start Date for 
such affected Applications for Registration.  The detailed 
assumptions made by the parties as at the date of this 
Agreement are set out below and shall be taken into account 
by MEC in considering the appropriateness of the level of 
the liquidated damage payments as part of its review and in 
particular whether such assumptions remain valid or the 
values ascribed to such assumptions are appropriate.  Any 
differences shall be taken into account by MEC when 
proposing any revised liquidated damage payments to be 
applied after the review:
14.16.1 Suppliers will not take any action on a Metering 
Point specific basis where the Host PES fails the 
service levels set out in 14.5.1, 14.5.2 and 14.5.3;
14.16.2 Applications for Registrations are spread evenly 
over the period of 28 calendar days before the 
Supply Start Date included in the Applications for 
Registration;
14.16.3 an average of 20 Suppliers are affected by a failure 
to process and deliver a Total Daily Processing;
14.16.4 Suppliers carry out the following activities where the 
Host PES fails the service level set out in Clause 
14.5.4:
(A) contact all Customers affected by the failure 
of the service level set out in Clause 14.5.4 
in writing;
(B) contact each Meter Operator, Data Collector 
and Data Aggregator that has been 
appointed in relation to Metering Points 
which are affected by the failure of the 
service level set out in Clause 14.5.4 in 
writing to indicate that the Supply Start 
Dates for those affected Metering Points are 
likely to change;
(C) take or procure the taking of a revised actual 
meter read in respect of each Metering Point 
that is affected by the failure of the service 
level set out in Clause 14.5.4;
(D) undertake manual correction of internal 
databases to effect changes to Supply Start 
Dates to all Metering Points which are 
affected by the failure of the service level set 
out in Clause 14.5.4.
14.17 Each party agrees to provide MEC with all reasonable 
information that MEC may require for the purposes of 
carrying out its review pursuant to this Clause 14.  This may 
include information relating to the level of market activity, 
the average number of Messages within the Total Daily 
Processing, the average composition of a Total Daily 
Processing and information to verify the assumptions set out 
in Clause 14.16 and how the values ascribed to such 
assumptions may have changed since the date of this 
Agreement.
14.18 Nothing in this Clause shall be construed as restricting the 
scope of MEC's review pursuant to Clause 14.15.  In 
particular, MEC shall consider whether there is a need for 
further reviews to be carried out by it after the conclusion of 
its review pursuant to this Clause 14.
14.19 MEC shall copy the results of its review to all parties as 
soon as reasonably practicable following the conclusion of 
its review.  Any changes to this Agreement that MEC 
reasonably considers should be made as a result of the 
review shall be treated as a change request and the 
procedures set out in Clause 9 shall be followed.

PART IV: REGISTRATION SERVICES
15. PROCEDURE FOR APPLICATION FOR REGISTRATION 
BY A SUPPLIER
15.1 Subject to Clause 3.2, a Supplier that has entered into a 
contract to supply or receive electricity through or from a 
Metering Point, under which supply or receipt is to 
commence on or after the date specified by the Director in 
relation to the Premises associated with that Metering Point 
as referred to in Clause 3.2 or is supplying or is to supply 
from any such Metering Point under a tariff arrangement on 
or after that date, shall apply to the Host PES whose MPAS 
Registration System has the Metering Point recorded on it, 
for Registration in respect of that Metering Point, pursuant 
to the provisions of this Clause 15 or Clause 20, as 
appropriate except where that Supplier is already Registered 
in relation to that Metering Point or where that Metering 
Point is registered on ERS.
15.2 Where a Supplier has entered into a contract to supply 
electricity, the Supplier shall not apply to the relevant Host 
PES for Registration in respect of that Metering Point until 
the expiry of any initial period during which the relevant 
Customer has the right (whether contractual or statutory) to 
terminate the contract.
15.3 Each Supplier shall, to the extent that it is aware of the need 
for future submissions of Applications for Registrations, use 
its reasonable endeavours to spread its submissions of 
Applications for Registration evenly over all Operational 
Working Days in the 28 day period prior to the opening of 
the competitive supply market in each Tranche in the 
relevant Host PES's Authorised Area.  For the avoidance of 
doubt, this Clause 15.3 shall not require any Supplier to 
alter the Supply Start Date relating to any proposed 
Application for Registration.  If a Host PES believes that a 
Supplier is in breach of this Clause 15.3, it shall notify the 
Supplier and the Director of the alleged breach, setting out 
the reasons for its belief.
15.4 The Supplier shall, prior to applying for Registration in 
respect of any Metering Point through which Designated 
Premises are to be supplied, establish data item 7 of 
Schedule 2 for that Metering Point by satisfying itself 
whether its Customer is a new owner or occupier of those 
premises.
15.5 The Supplier shall use its reasonable endeavours to apply 
for Registration in respect of all Related Metering Points on 
the same Operational Working Day for a Supply Start Date 
on the same date, except where a new Related Metering 
Point is created after the Supplier applies for Registration in 
relation to the other Related Metering Point(s).  Where a 
new Related Metering Point is created the Supplier shall 
apply for Registration in relation to it as soon as reasonably 
practicable.
15.6 A Valid Application for Registration for the purposes of this 
Clause 15 is one that:
15.6.1 contains values that the Supplier has identified as 
representing data items 1, 2, 3, 8 and 10 of Schedule 
2 for the Metering Point against which it wishes to 
Register which are Accepted on the MPAS 
Registration System;
15.6.2 is received by the relevant Host PES no later than 
the last Operational Working Day before the Supply 
Start Date included in the Supplier's application 
under Clause 15.6.1 and no more than 28 days in 
advance of that date;
15.6.3 is received by the relevant Host PES on or after the 
later of:
(A) the eleventh Operational Working Day 
following the date when the relevant Host 
PES has Registered the Old Supplier for the 
relevant Metering Point; and
(B) the Supply Start Date provided by that Old 
Supplier.
15.7 The relevant Host PES shall not be obliged to check the 
validity or accuracy of any data items contained in a 
Supplier's Application for Registration or whether a 
Supplier has complied with the provisions of Clauses 15.1 
to 15.5 except to the extent that the Host PES Accepts the 
application.
15.8 The Supplier may also include in its Application for 
Registration data items 4, 5, 7 and 11 to 14, 16 and 17 of 
Schedule 2 for the relevant Metering Point.  The Supplier 
shall use its reasonable endeavours to ensure that data item 
7 is set to "T" (True) in its Application for Registration if 
the application relates to Designated Premises and the 
Customer at those Designated Premises is a new owner or 
occupier of those premises.  The Host PES shall not be 
required to check that data item 7 has been included or is 
accurate in an Application for Registration for a Designated 
Premises where there is a Customer that is a new owner or 
occupier of those premises.
15.9 Where the New Supplier does not include any of the 
optional items listed in Clause 15.8 in its Valid Application 
for Registration, the data items that are held on the MPAS 
Registration System for the relevant Metering Point and are 
valid as at the date of receipt of the Valid Application for 
Registration that correspond to the optional data items not 
provided shall continue to be held on the MPAS 
Registration System and it shall be presumed that such data 
items shall continue to be valid in respect of the New 
Supplier's Registration.
15.10 Where a Host PES receives a Valid Application for 
Registration from a Supplier in relation to a Metering Point, 
it shall Register that Supplier and shall notify that Supplier 
(the "New Supplier"), the New Supplier's Data 
Aggregator, the Old Supplier, the Old Supplier's Data 
Aggregator, any Data Aggregator the Old Supplier may 
have appointed for a future date, and the relevant 
Distribution Business for that Metering Point that the 
Supplier has been Registered.  Subject to Clauses 16.8 and 
16.13, the New Supplier shall be deemed responsible for the 
supply of electricity through the relevant Metering Point 
from 00:00 hours on the Supply Start Date.  Subject to 
Clauses 16.8 and 16.13, the Old Supplier shall cease to be 
responsible for the supply of electricity through the relevant 
Metering Point from 00:00 hours on the Supply Start Date.
15.11 Subject to Clauses 15.2 and 15.3, the New Supplier shall 
use its reasonable endeavours to submit a Valid Application 
for Registration to the Host PES as far in advance of the 
Supply Start Date as reasonably possible taking into 
account the restrictions set out in Clause 15.6.2.  The 
relevant Host PES shall not be responsible for ensuring that 
the New Supplier complies with the requirements of this 
Clause 15.11.
15.12 The New Supplier shall use its reasonable endeavours not to 
commence supplying electricity through any Metering Point 
or make any material changes to that Metering Point until it 
has received from the relevant Host PES a notice 
confirming its Registration in respect of the relevant 
Metering Point or (if later) the Supply Start Date specified 
in the New Supplier's Application for Registration.  The 
relevant Host PES shall not be responsible for ensuring that 
the New Supplier complies with the requirements of this 
Clause 15.12.  Where the New Supplier is unable to comply 
with the provisions of this Clause 15.12 due to the relevant 
Host PES's failure to send out a notice confirming its 
Registration within the timescales indicated in Clause 14.4 
or 14.5, that New Supplier shall be deemed not to be in 
breach of the obligation set out in this Clause 15.12.
15.13 Where an Old Supplier makes a change to one of the data 
items for which it is stated to be responsible in Schedule 2, 
in relation to a Metering Point, and its Message to the 
relevant Host PES is Rejected and the reason for such 
Rejection is stated to be the New Supplier's Registration, 
the Old Supplier shall contact the New Supplier as soon as 
possible and inform it of the change, using the contact 
notice facility provided under Clause 17, if necessary.
15.14 Where a Host PES receives an Application for Registration 
from a Supplier which is not a Valid Application for 
Registration, it shall Reject the Application for Registration 
and shall notify the Supplier that such application has been 
Rejected, setting out all the reasons for the Rejection.  
Notwithstanding Clause 15.6.2, the MPAS Registration 
Systems of some Host PESs may not Reject an otherwise 
Valid Application for Registration even though the 
Application for Registration is received after the date that is 
the last Operational Working Day before the Supply Start 
Date included in the Supplier's Application for Registration.
16. PROCEDURE FOR OBJECTION BY OLD SUPPLIER
16.1 An Old Supplier may issue an objection ("Notice of 
Objection") to the relevant Host PES in relation to an 
Application for Registration of which it has been notified 
pursuant to Clause 15.10 where:
16.1.1 subject to Clause 16.2, the Application for 
Registration is in relation to a Metering Point which 
is associated with Designated Premises at which the 
Customer is being supplied by the Old Supplier 
under a contract that will neither expire nor (to the 
Old Supplier's knowledge) be terminated by the 
New Supplier's Supply Start Date notified to the 
Old Supplier pursuant to Clause 15.10; or
16.1.2 subject to Clause 16.2, the Application for 
Registration is in relation to a Metering Point which 
is associated with Domestic Premises where charges 
for electricity supplied to the Customer (at any such 
Domestic Premises), having been demanded in 
writing by the Old Supplier, prior to the notice of 
termination being given remain owing to the Old 
Supplier more than 28 days after that demand was 
made; or
16.1.3 the Application for Registration for the relevant 
Metering Point is received by the Host PES either 
before the Director has made a direction in respect 
of the Premises with which the Metering Point is 
associated, pursuant to Condition 3 of the New 
Supplier's Second Tier Supply Licence, or prior to 
such date as is specified in that direction.
16.1.4 the New Supplier has contacted the Old Supplier 
and both Suppliers have agreed that the New 
Supplier's Registration has been made in error; or
16.1.5 the Application for Registration relates to a 
Metering Point which is a Related Metering Point 
and the relevant New Supplier has not applied to 
Register all the relevant Related Metering Points on 
the same Operational Working Day for the same 
Supply Start Date:
Each ground of objection in Clauses 16.1.1 to 16.1.5 shall 
be treated as separate and independent from each of the 
other grounds of objection in those Clauses.
16.2 The Old Supplier may not issue an objection to the New 
Supplier's Application for Registration on the grounds 
indicated in Clauses 16.1.1 and 16.1.2 if the Host PES's 
notice to it in Clause 15.10 indicates that data item 7 in 
Schedule 2 for the Metering Point in the New Supplier's 
Application for Registration has been set to "T" ("True") 
unless it has reasonable grounds for believing that 
information to be inaccurate.
16.3 A Notice of Objection that complies with the requirements 
of Clauses 16.1 and 16.2 shall be a Valid Notice of 
Objection ("Valid Notice of Objection").
16.4 The relevant Host PES shall not be responsible for checking 
that any Notice of Objection that it receives is a Valid 
Notice of Objection.
16.5 Where an Old Supplier wishes to issue a Notice of 
Objection to the relevant Host PES in relation to an 
Application for Registration of which it has been notified 
pursuant to Clause 15.10 it shall issue such notice to the 
relevant Host PES so that it is received by the Host PES 
within the Objection Raising Period.
16.6 Where the Old Supplier gives a Notice of Objection it shall, 
at the same time, send notification to its Customer at the 
Premises of the grounds for that objection and of how the 
Customer may dispute or resolve such grounds.
16.7 Where the relevant Host PES receives and Accepts a Notice 
of Objection in respect of a New Supplier's Registration 
within the Objection Raising Period, the Host PES shall 
record such notice and shall notify the Old Supplier and 
New Supplier, the Old Supplier's Data Aggregator any Data 
Aggregator the Old Supplier may have appointed for a 
future date, the New Supplier's Data Aggregator, any Data 
Aggregator the New Supplier may have appointed for a 
future date and, where necessary, the relevant Distribution 
Business that such Notice of Objection has been received 
and Accepted.  All data items relating to the New Supplier's 
Registration, including any changes to data items that a 
New Supplier has made pursuant to Clause 24.2, shall be 
removed.  The Old Supplier shall be notified of all changes 
to data items made by the New Supplier pursuant to Clause 
24.2, or made by the Distribution Business pursuant to 
Clause 24.1 which were entered on or after the Operational 
Working Day on which the New Supplier's Registration was 
Accepted, and which have an effective date which is not 
later than the Operational Working Day on which the 
Notice of Objection is Accepted.  Such notification shall 
exclude any items which were provided by the Old Supplier. 
The New Supplier shall not be able to make any changes to 
data items 4, 5, 7, 11 to 14, 16 or 17 in Schedule 2 for the 
relevant Metering Point after the Old Supplier's Notice of 
Objection is lodged unless and until the Notice of Objection 
is removed by the Host PES in accordance with Clause 
16.9.  Where the relevant Notice of Objection is not 
Accepted or has not been received within the Objection 
Raising Period, the relevant Host PES shall Reject such 
Notice of Objection and shall notify the Old Supplier that it 
has Rejected its Notice of Objection and all the reasons for 
the Rejection.  Where the Old Supplier's Notice of 
Objection has been Rejected the Old Supplier may re-submit 
a Notice of Objection within the Objection Raising Period.
16.8 Where the Host PES records a Notice of Objection in 
accordance with Clause 16.7 it shall note within its MPAS 
Registration System that the Registration of the New 
Supplier in relation to the relevant Metering Point has been 
objected to and the responsibility for supplying that 
Metering Point shall revert to or remain with the Old 
Supplier, as relevant, such that the New Supplier's 
Registration shall be deemed not to have taken place.
16.9 The Old Supplier may withdraw any Notice of Objection 
that has been Accepted by the Host PES within the 
Objection Resolution Period and shall do so where the 
grounds for its objection have been resolved within the 
Objection Resolution Period.  Where the Old Supplier 
withdraws a Notice of Objection pursuant to this Clause 
16.9 it may not re-submit a Notice of Objection in respect 
of the same Application for Registration pursuant to Clause 
16.5.  Where the Host PES Accepts the Old Supplier's 
withdrawal of its Notice of Objection the Host PES shall 
remove the Notice of Objection and shall notify the Old 
Supplier, the New Supplier, the Old Supplier's Data 
Aggregator, any Data Aggregator the Old Supplier may 
have appointed for a future date, the New Supplier's Data 
Aggregator, any Data Aggregator the New Supplier may 
have appointed for a future date and, where necessary, the 
relevant Distribution Business of the removal of the Notice 
of Objection.  Where the Old Supplier has made any 
changes to the data items pursuant to Clause 24.2, or the 
Distribution Business has made any changes to data items 
pursuant to Clause 24.1, which were entered on or after the 
Operational Working Day on which the Notice of Objection 
was Accepted, and such changes have an effective date 
which is not later than the Operational Working Day on 
which the Notice of Objection is withdrawn, during the 
Objection Resolution Period, the Host PES shall notify the 
New Supplier that such changes were made.  The data items 
relevant to the New Supplier's Registration shall be included 
in the notification to the New Supplier.  Where the relevant 
Host PES does not Accept the Old Supplier's request to 
withdraw its Notice of Objection it shall Reject such 
application and shall notify the Old Supplier that its 
application to withdraw its Notice of Objection has been 
Rejected and give reasons.
16.10 Where the Old Supplier withdraws a Notice of Objection or 
where the grounds of objection are later resolved, it shall 
notify the Customer at the relevant Premises as soon as is 
reasonably practicable.
16.11 The relevant Host PES shall not be responsible for checking 
whether the grounds for objection in the Old Supplier's 
Notice of Objection have been resolved within the Objection 
Resolution Period, where the Old Supplier indicates that 
they have been, in its notice submitted pursuant to Clause 
16.9.
16.12 Where the Host PES removes a Notice of Objection in 
accordance with Clause 16.9, it shall restore the 
Registration of the relevant New Supplier, who shall be 
deemed to be responsible for the supply of electricity 
through the relevant Metering Point from the Supply Start 
Date included in its Valid Application for Registration.  If 
the Old Supplier made any changes to data items pursuant 
to Clause 24.2 during the Objection Resolution Period 
which were to be effective from a date on or after the New 
Supplier's Start Date, such changes shall be deemed not to 
have been made.  If the New Supplier made any changes to 
data items pursuant to Clause 24.2 before the Host PES 
recorded the Old Supplier's Notice of Objection those 
changes shall be re-instated on the MPAS Registration 
System to be effective from the dates originally specified in 
the New Supplier's application.
16.13 Where a Notice of Objection is not withdrawn or the 
request to withdraw has been Rejected within the Objection 
Resolution Period, the relevant Host PES shall inform the 
Old Supplier and the New Supplier that the Objection 
Resolution Period has expired and the Old Supplier shall 
retain responsibility for the Metering Point.
17. CONTACT NOTICE FACILITY
17.1 After the period of Controlled Market Start-Up for the 
relevant Host PES where either:
17.1.1 the Old or New Supplier in relation to the current or 
pending Registration for a particular Metering Point 
reasonably believes that the New Supplier has been 
erroneously Registered for that particular Metering 
Point; or
17.1.2 the Old Supplier in relation to the current 
Registration wishes to assign to the New Supplier a 
debt owing to it by a Customer at Domestic 
Premises pursuant to Condition 40 of the Old 
Supplier's PES Licence in England and Wales or 
Condition 35 of Part V of the Old Supplier's PES 
Licence in Scotland or Condition 48 of the Old 
Supplier's Second Tier Supply Licence in England 
and Wales or Condition 49 of the Old Supplier's 
Second Tier Supply Licence in Scotland, as the case 
may be; 
17.1.3 the Old or New Supplier in relation to the current or 
pending Registration reasonably believes that the 
New Supplier applied to register a Metering Point 
which is a Related Metering Point without applying 
to Register all the relevant Related Metering Points 
at the same time; or
17.1.4 the Old Supplier is obliged to contact the New 
Supplier pursuant to Clause 15.13,
the relevant Supplier may contact the relevant Host PES to 
request the identity of the other Supplier using either the 
Data Transfer Network if the Host PES can receive a 
request on the Data Transfer Network for the provision of 
such service or otherwise by facsimile sent to that Host 
PES's MPAS management facsimile number.
17.2 Where, during or after Controlled Market Start-Up, a Host 
PES who has been unable to receive Messages on the Data 
Transfer Network for the provision of the Service requested 
under Clause 17.1 subsequently becomes able to do so, that 
Host PES shall notify all Suppliers Registered on its MPAS 
Registration System of that fact.
17.3 Where the Host PES can receive a Message on the Data 
Transfer Network for the provision of the Service requested 
under Clause 17.1, the Host PES shall provide both the 
Suppliers with the other's identity.  Where the Host PES 
Rejects the Message it shall notify the Supplier of its 
Rejection and all the reasons for so doing.
17.4 Where the Host PES cannot receive a Message on the Data 
Transfer Network, (otherwise than as a result of a failure of 
the Data Transfer Network) for the provision of the Service 
requested under Clause 17.1 and the Host PES receives the 
Supplier's manual request pursuant to Clause 17.1 by 15:00 
hours on an Operational Working Day, it shall provide both 
the Suppliers with the other's identity by 06:00 hours on the 
following Operational Working Day provided that where 
the total number of manual requests received pursuant to 
Clause 17.1 to be responded to by that Host PES would 
otherwise exceed 50 in any Operational Working Day the 
Host PES shall use its reasonable endeavours to provide as 
many responses as possible but shall only be required to 
provide the first 50 responses requested on that Operational 
Working Day.  Such responses shall be provided in the 
following manner:
17.4.1 a maximum of 5 responses per Supplier or Data 
Aggregator, allocated in the order in which those 
requests are received; and
17.4.2 where Clause 17.4.1 has been complied with, any 
extra requests which have been received shall be 
provided in the order in which they were received.
Any extra requests in excess of 50 requested in any 
Operational Working Day or any received after 15:00 hours 
on an Operational Working Day which the Host PES has 
not provided shall be deemed to have been requested at the 
start of the following Operational Working Day.
17.5 Each Host PES shall offer the Services pursuant to Clause 
17.1 and 17.3 during the period of Controlled Market Start-
Up for that Host PES where it does not automatically notify 
each Supplier of the other relevant Supplier's identity 
pursuant to the procedures contained in Clauses 15 and 16.  
The Host PES shall cease to automatically notify each 
Supplier of the other relevant Supplier's identity after the 
end of Controlled Market Start-Up for that Host PES.
17.6 The relevant Host PES shall not be required to check the 
validity of any request made in accordance with Clause 17.1 
except to check that the Supplier requesting the information 
is the New or Old Supplier in relation to the relevant 
Metering Point in relation to the relevant Registration.
18. ERROR RECTIFICATION
18.1 Each Supplier shall use its reasonable endeavours to check 
any notice it receives from a Host PES pursuant to Clause 
15 for errors and in particular where it is a New Supplier to 
check data item 5 of Schedule 2 for the relevant Metering 
Point.  Where data item 5 of Schedule 2 for a Metering 
Point indicates that the Metering Point is a Related 
Metering Point, the New Supplier shall use its reasonable 
endeavours to ensure that all other relevant Related 
Metering Points are Registered at the same time either in 
accordance with Clause 15 or this Clause 18.
18.2 Where an Old Supplier has raised an objection pursuant to 
Clause 16.1.5, the Old Supplier for a particular Metering 
Point shall, on request by a New Supplier as soon as 
reasonably practical, notify that New Supplier of all Related 
Metering Points for that Metering Point for which the Old 
Supplier is or has been Registered.
18.3 Where the Old Supplier for a particular Metering Point 
reasonably believes that the New Supplier has either 
erroneously Registered for a particular Metering Point or 
has Registered for a Related Metering Point without 
registering all other relevant Related Metering Points it shall 
either:
18.3.1 raise an objection if it may pursuant to Clause 16.1 
within the time limits set out in Clause 16; or
18.3.2 contact the New Supplier as soon as possible using 
the facility provided under Clause 17, if necessary.
Where the Old Supplier raises an objection pursuant to 
Clause 18.3.1 it may also contact the New Supplier using 
the facility under Clause 17 if necessary.
18.4 Where the New Supplier for a particular Metering Point 
reasonably believes that it has either erroneously Registered 
for that Metering Point or has Registered for a Related 
Metering Point without registering all other relevant Related 
Metering Points it shall either:
18.4.1 where it has Registered a Related Metering Point 
without its associated Related Metering Point(s) and 
the Old Supplier has not objected to its original 
registration apply for Registration for the relevant 
Related Metering Point(s) as soon as reasonably 
practicable.  Where the Supplier makes such an 
application but does not apply in sufficient time to 
ensure that it receives confirmation from the Host 
PES before it commences supplying electricity 
through the relevant Related Metering Points it shall 
contact the Old Supplier as soon as possible using 
the facility provided under Clause 17, if necessary; 
or
18.4.2 contact the Old Supplier as soon as possible using 
the facility provided under Clause 17, if necessary.
18.5 Where either the relevant Old Supplier or New Supplier 
contacts the other pursuant to Clause 18.3 or 18.4, these 
Suppliers shall agree the appropriate method for rectifying 
the error or registering all other relevant Related Metering 
Points.  This may include:
18.5.1 the Old Supplier objecting to the New Supplier's 
application under Clause 16 within the time limits set 
out in Clause 16; or
18.5.2 the Old Supplier withdrawing its objection; or
18.5.3 the New Supplier Registering all relevant Related 
Metering Points before it commences supplying 
electricity through the Related Metering Point(s) and 
if necessary the Old Supplier removing its objection 
under Clause 16 within the time limits set out in 
Clause 16; or
18.5.4 the Old Supplier applying for Registration in relation 
to the Metering Point where the New Supplier has 
registered the relevant Metering Point in error; or
18.5.5 the New Supplier applying for Registration in 
relation to the other associated Related Metering 
Points after the time period indicated in Clause 
18.5.3.
18.6 The Suppliers shall, as soon as reasonably practicable, settle 
any costs incurred as a result of implementing any methods 
to correct errors or as a result of those errors including 
those outlined in Clause 18.5 between them including any 
settlement costs that are incorrectly allocated to the 
Suppliers and any costs incurred as a result of registering 
any relevant Related Metering Points at a later time to the 
associated Related Metering Points.
18.7 Subject to the fulfilment of the conditions in Clauses 19.3 
and 19.4, where any costs are incurred by a Host PES in 
implementing the method of rectifying an error or 
registering all other Related Metering Points agreed by 
Suppliers pursuant to Clause 18.5 as a result of the relevant 
Host PES having erroneously Registered the New Supplier, 
which was on balance, due to the Host PES's fault, the Host 
PES shall bear the costs associated with rectifying the error.  
In all other cases, the Suppliers concerned shall agree to pay 
the Host PES's reasonable additional costs in any such 
implementation incurred as a result of the error of either or 
both of the Suppliers.
19. RETROSPECTIVE AMENDMENT OF MPAS 
REGISTRATION SYSTEM
19.1 Subject to Clause 19.2 and where the procedures detailed in 
Clause 18 cannot be used, the Old Supplier and New 
Supplier may request the relevant Host PES to amend the 
MPAS Registration System manually to rectify an erroneous 
Registration.   The Host PES shall, where the Host PES has 
received a joint written confirmation from the Old Supplier 
and the New Supplier agreeing to the amendment to the 
MPAS Registration System and any associated charges, 
undertake the manual amendment in the limited 
circumstances set out in guidelines established by MEC, at a 
charge to be agreed between the relevant Host PES and the 
relevant Suppliers.   Such guidelines shall be established by 
MEC in consultation with all parties as soon as practicable 
after the date of this Agreement.
19.2 The parties agree to instruct MEC, as soon as reasonably 
practicable after the date of this Agreement, to review the 
Services to establish what changes would be required to 
introduce an electronic retrospective amendment facility and 
whether, in the light of all relevant facts and circumstances, 
such a facility should be introduced and if so, when and 
what that facility should be.  The facts and circumstances to 
be considered by MEC shall include:
19.2.1 the results of any impact assessment which MEC has 
requested any Host PES to carry out on its MPAS 
Registration System;
19.2.2 what situations could give rise to the requirements 
to amend the MPAS Registration Systems 
retrospectively;
19.2.3 whether the procedures set out in Clause 18 in 
practice provide adequate solutions to the situations 
outlined under Clause 19.2.2;
19.2.4 what effect any enhanced functionality, if needed, 
would have on any interfacing systems and what 
corresponding changes would be required to those 
systems if any enhanced functionality to the MPAS 
Registration Systems were to be introduced;
19.2.5 what effect any enhanced functionality, if needed, 
would have on Accreditation requirements;
19.2.6 the funding and charging implications of any 
enhanced functionality, if needed; and
19.2.7 the appropriate allocation of liability arising from the 
implementation of the enhanced functionality, if 
needed.
19.3 Where as a result of the review carried out pursuant to 
Clause 19.2, MEC decide that enhanced functionality is 
required they shall notify the Host PES and indicate an 
appropriate timescale for the introduction of the enhanced 
functionality into the Host PES MPAS Registration 
Systems.  Each Host PES shall implement such enhanced 
functionality in accordance with the timescale set out by 
MEC.
19.4 Prior to any enhanced functionality being introduced into 
the Host PES MPAS Registration Systems in accordance 
with Clause 19.3, MEC shall develop procedures specifying 
when and how the parties can amend retrospectively the 
MPAS Registration Systems.  Such procedures shall apply 
instead of Clause 19.1 in respect of each Host PES from the 
date that each Host PES has implemented successfully the 
enhanced functionality into its MPAS Registration System.
20. NEW CONNECTIONS, NEW METERING POINTS AND 
REGISTRATION OF NEW SUPPLY NUMBERS
20.1 Where a Host PES's Distribution Business:
20.1.1 creates a new connection to Premises from its 
Distribution System (a "New Connection") and 
hence creates a new Metering Point; or
20.1.2 in circumstances other than those set out in Clause 
20.1.1, agrees with a Supplier that a new Metering 
Point should be created; or
20.1.3 decides to enter a new Metering Point onto its 
MPAS Registration System,
(in each circumstance a "New Metering Point")
it shall ensure that a Skeleton Record for the new Metering 
Point is entered on its MPAS Registration System, in the 
case of Clause 20.1.1 no later than the end of the second 
Operational Working Day following completion of the 
works associated with the New Connection and in the case 
of Clauses 20.1.2 or 20.1.3 no later than the end of the 
second Operational Working Day following its agreement 
with the Supplier or its decision to enter a new Metering 
Point.
20.2 A Valid Application for Registration in relation to a New 
Metering Point is one that:
20.2.1 contains values that the Supplier has identified as 
representing data items 1 to 3, 8 and 10 of Schedule 
2 for the New Metering Point against which it 
wishes to Register which are Accepted on the 
relevant MPAS Registration System;
20.2.2 is received by the relevant Host PES no later than 
the last Operational Working Day before the Supply 
Start Date included in the Supplier's application 
under Clause 20.2.1 and no more than 28 days in 
advance of that date; and
20.2.3 relates to a New Metering Point that has a Skeleton 
Record entered for it in the relevant Host PES's 
MPAS Registration System.
20.3 The relevant Host PES shall not be obliged to check the 
validity or accuracy of any data items contained in a 
Supplier's Application for Registration for a New Metering 
Point or whether a Supplier has complied with the 
provisions of Clauses 15.1, 15.2 or 15.5 except to the 
extent that the Host PES Accepts the Application for 
Registration.
20.4 The Supplier may also include in its Application for 
Registration for a New Metering Point the values for other 
data items that are the Supplier's responsibility in Schedule 2 
for that New Metering Point.  However, if the Supplier 
includes the Energisation Status in its Message and all the 
other data items that are the Supplier's responsibility under 
Schedule 2 have not been included or data item 6 in 
Schedule 2 for that New Metering Point is not included in 
the Skeleton Record, the Host PES shall Reject the 
Message and shall inform the Supplier that such Message 
has been Rejected together with all the reasons for its 
Rejection.  Each Host PES may also Reject an Application 
for Registration which contains values for other data items 
in the MPAD for the relevant New Metering Point if they 
are not provided in the combinations required under that 
Host PES's Validation Procedures.
20.5 Where the Host PES receives a Valid Application for 
Registration from a Supplier in relation to a New Metering 
Point which it does not Reject in accordance with Clause 
20.4, it shall Register the Supplier and shall notify the 
Supplier and, where data item 14 has a value other than null 
and, where such persons are identified in respect of the New 
Metering Point the Data Aggregator that the Supplier has 
been Registered for that New Metering Point. The Supplier 
shall be deemed responsible for the supply of electricity 
through the relevant New Metering Point from the Supply 
Start Date included in its Valid Application for Registration.
20.6 Subject to Clauses 15.3 and 20.2, the Supplier shall use its 
reasonable endeavours to submit a Valid Application for 
Registration to the Host PES as far in advance of the 
Supply Start Date as reasonably possible taking into 
account the restrictions set out in Clause 20.2.2.  The 
relevant Host PES shall not be responsible for ensuring that 
the Supplier complies with the requirements of this Clause 
20.6.
20.7 The Supplier shall use its reasonable endeavours not to 
commence supplying electricity through any Metering Point 
until it has received from the relevant Host PES a notice 
confirming its Registration in respect of the relevant 
Metering Point or (if later) the Supply Start Date specified 
in the Supplier's Application for Registration.  The relevant 
Host PES shall not be responsible for ensuring that the 
Supplier complies with the requirements of this Clause 20.7.  
Where the Supplier is unable to comply with the provisions 
of this Clause 20.7 due to the relevant Host PES's failure to 
send out a notice confirming its Registration within the 
timescale indicated in Clause 14.3, that Supplier shall be 
deemed not to be in breach of the obligation set out in this 
Clause 20.7.
20.8 Where a Host PES receives an Application for Registration 
for a New Metering Point from a Supplier which is not a 
Valid Application for Registration, it shall Reject the 
Application for Registration and shall notify the Supplier 
that the application has been Rejected together with all the 
reasons for its Rejection.  Notwithstanding Clause 20.2.2, 
the MPAS Registration Systems of some Host PESs may 
not Reject an otherwise Valid Application for Registration if 
the Application for Registration is received after the date 
that is the last Operational Working Day before the Supply 
Start Date included in the Supplier's Application for 
Registration.
20.9 The Host PES shall ensure that, where data item 6 in 
Schedule 2 for the relevant New Metering Point has not 
been included in the Skeleton Record and the Supplier has 
provided the values for data items 4, 5 and 17 in Schedule 2 
for the relevant New Metering Point at least 6 Operational 
Working Days before the Supply Start Date specified in the 
Supplier's Application for Registration, it shall provide and 
record data item 6 in Schedule 2 for the relevant New 
Metering Point at least 2 Operational Working Days before 
the Supply Start Date for the Supplier specified in the 
Supplier's Application for Registration.
20.10 The Supplier shall notify the Host PES as soon as 
reasonably practical of the other data items for which the 
Supplier is identified as being responsible in Schedule 2, 
where it has not already done so pursuant to Clause 20.4.  
Such data items may be provided at the same time or at 
different times provided that where the relevant Host PES's 
Validation Procedures require such data items to be 
provided in particular combinations, the Supplier shall 
provide such combinations of data items at the same time.  
On each occasion that the Supplier provides such 
information and the Host PES Accepts such information it 
shall confirm its Acceptance to the Supplier and, where data 
item 14 has a value other than null, where such person is 
identified in respect of the New Metering Point, the 
Supplier's Data Aggregator.  Where the information is not 
Accepted, the Host PES shall Reject such information and 
shall inform the Supplier that the Message has been 
Rejected together with all the reasons for its Rejection.
20.11 If at any time the Supplier attempts to send a Message 
including the Energisation Status and all the other data 
items that are the Supplier's responsibility under Schedule 2 
for the New Metering Point have not yet been provided to 
the Host PES or data item 6 in Schedule 2 for the New 
Metering Point is not included in the Skeleton Record, the 
Host PES shall Reject such Message and shall inform the 
Supplier that the Message has been Rejected together with 
all the reasons for its Rejection.  A Host PES may also 
Reject a Message which contains values for other data items 
in the MPAD for the New Metering Point if they are not 
provided in the combinations required under that Host 
PES's Validation Procedures. 
20.12 Where the Supplier notifies the Host PES of the other data 
items referred to in Clause 20.10 after the Supply Start Date 
submitted pursuant to Clause 20.5 and such application is 
Rejected the Supplier shall contact the Host PES and the 
Supplier and Host PES shall agree on an appropriate means 
of enabling the Supplier to register all its other data items 
after that Supply Start Date.  This may include use of the 
procedure provided for under Clause 19.
21. DE-REGISTRATION OF SUPPLY NUMBERS
21.1 Where a Host PES receives a De-Registration Notice from 
its Distribution Business and such notification is Accepted 
on the Host PES's MPAS Registration System, the Host 
PES shall note on its MPAS Registration System that no 
further Registrations can be made in respect of the relevant 
Metering Point.  Where the Host PES does not Accept the 
Message, it shall Reject the Message and shall inform its 
Distribution Business that the Message has been Rejected 
and all the reasons for such Rejection.
21.2 The Host PES shall send the Supplier that is Registered in 
respect of that Metering Point at the date included in the 
De-Registration Notice sent under Clause 21.1 and that 
Supplier's Data Aggregator and any Data Aggregator that 
the Supplier may have appointed for a future date and, if 
relevant, any New Supplier that has sent a Valid Application 
for Registration in respect of the Metering Point for a 
Supply Start Date after that date together with that New 
Supplier's Data Aggregator a Message stating that the Host 
PES has noted that no further Registrations may be made 
against the relevant Metering Point, and that from the date 
that the Metering Point is De-Registered, the Supplier shall 
no longer be liable for supply to that Metering Point
21.3 Each Host PES shall ensure that any record of any details 
relating to a Metering Point shall not be removed from its 
MPAS Registration System into archiving until at least 2 
years after the date of receipt of the De-Registration Notice 
received pursuant to Clause 21.1, but such Metering Point 
shall not be included in any reports provided by the Host 
PES pursuant to Clause 27 after receipt of the De-
Registration Notice.
22. FULL REFRESH
Procedure for Full Refreshes to Suppliers and Data 
Aggregators
22.1 A Supplier or Data Aggregator may request a Full Refresh 
from a Host PES.  The Supplier or Data Aggregator shall 
provide any such request using a mode of communication 
permitted under Clause 46.
22.2 Where the Host PES receives the Supplier's or Data 
Aggregator's request under Clause 22.1, it shall respond 
within 1 Operational Working Day of receipt of such 
request sent pursuant to Clause 22.1, indicating  a scheduled 
date for the delivery of the Full Refresh.  A Host PES shall 
be required to provide such Full Refresh within 15 
Operational Working Days of receipt of that request, 
provided that where more than 3 requests are received 
within a 5 Operational Working Day period, the Host PES 
shall use its reasonable endeavours to provide as many Full 
Refreshes as possible, but shall only be required to provide 
Full Refreshes in response to the first 3 requests received 
during that 5 Operational Working Day period within 15 
Operational Working Days of the request.  Any further 
requests received during that 5 Operational Working Day 
period shall be deemed to have been received on the fifth 
Operational Working Day after the Operational Working 
Day on which the first request was received.  Where the 
request for a Full Refresh is Rejected, the Host PES shall, 
within 1 Operational Working Day, inform the relevant 
Supplier or Data Aggregator that the request has been 
Rejected together with all the reasons for that Rejection.
22.3 The relevant Host PES shall send the Full Refresh requested 
pursuant to Clause 22.1 to the relevant Supplier or Data 
Aggregator on a CD ROM or by another electronic method 
agreed between the Host PES and Supplier or Data 
Aggregator, as appropriate, so that it is deemed to be 
received by the relevant Supplier or Data Aggregator by the 
scheduled date for delivery indicated in Clause 22.2.
23. SELECTIVE REFRESHES
Procedure for Selective Refreshes to Suppliers and Data 
Aggregators
23.1 Where a Supplier or Data Aggregator requires a Selective 
Refresh of data from a Host PES, it shall submit a request 
for a Selective Refresh to the relevant Host PES.  The 
Supplier or Data Aggregator shall provide such request 
using a mode of communication permitted under Clause 46.
23.2 Where the Host PES receives the Supplier's or Data 
Aggregator's request pursuant to Clause 23.1 by 15:00 
hours on an Operational Working Day , it shall provide the 
Supplier or Data Aggregator with the Selective Refresh by 
06:00 hours on the following Operational Working Day, 
provided that where the total number of Selective Refreshes 
to be provided by that Host PES would otherwise exceed 
50 in any Operational Working Day, the Host PES shall use 
its reasonable endeavours to provide as many Selective 
Refreshes as possible but shall only be required to provide 
50 Selective Refreshes requested on that Operational 
Working Day.  Such Selective Refreshes shall be provided 
in the following manner:
23.2.1 a maximum of 5 Selective Refreshes per Supplier or 
Data Aggregator, allocated in the order in which 
those requests are received; and
23.2.2 where Clause 23.2.1 has been complied with, any 
extra requests which have been received shall be 
provided in the order in which they were received.
Any extra Selective Refreshes in excess of 50 requested in 
any Operational Working Day or any received after 15:00 
hours on an Operational Working Day in relation to which 
the Host PES has not provided responses shall be deemed 
to have been requested at the start of the following 
Operational Working Day.  Where the request for a 
Selective Refresh is Rejected, the Host PES shall, within 1 
Operational Working Day, inform the relevant Supplier or 
Data Aggregator that the request has been Rejected 
together with all the reasons for that Rejection.
24. CHANGES AND CONFIRMATIONS OF DATA
Procedure for changes to data items for which the Host PES is 
responsible
24.1 Where a Host PES is notified by its Distribution Business of 
any changes to data items for which it is stated to be 
responsible as Host PES in Schedule 2 (and any 
corresponding dates from which those changes will be 
effective) in respect of any Metering Points that are 
Registered on the Host PES's MPAS Registration System 
and such notice is Accepted on the Host PES's MPAS 
Registration System, the Host PES shall update its MPAS 
Registration System with the information within 1 
Operational Working Days of receiving such notification, 
and, after updating its MPAS Registration System, shall 
notify the Supplier that is Registered for the affected 
Metering Point(s) and that Supplier's Data Aggregator 
(apart from where the change relates to data item 9 in 
Schedule 2) and, if relevant, any New Supplier that has sent 
a Valid Application for Registration in respect of the 
Metering Point for a Supply Start Date after the date of 
amendment together with that New Supplier's Data 
Aggregator (apart from where the change relates to data 
item 9 in Schedule 2) of such changes.  The Host PES shall 
acknowledge to its Distribution Business that such change 
has taken place.  Where the Host PES Rejects such changes 
it shall notify its Distribution Business that such changes 
have been Rejected and all the reasons for that Rejection.
Procedure for changes to data items for which Supplier is 
responsible
24.2 Subject to Clause 16.7, a Supplier may only provide 
changes to data items for which it is stated to be responsible 
in Schedule 2 (apart from data item 10) for any Metering 
Point from the date that the Host PES Registers a Valid 
Application for Registration for that Supplier in relation to 
that Metering Point, such changes to take effect from the 
later of the Supply Start Date for that Supplier or the date 
from which such change is to take effect.
24.3 The Supplier shall notify the Host PES of any changes to 
data items (and any corresponding dates from which those 
changes will be effective) for which it is stated to be 
responsible in Schedule 2 (other than data items 7, 8 and 
10) in respect of Metering Points for which it is Registered 
on the Host PES's MPAS Registration System within 5 
Operational Working Days of such changes taking effect, or 
becoming aware that such changes  are required whichever 
is the later.  The Host PES validation rules shall not prevent 
the Supplier changing data items for which it is responsible 
(other than data items 7, 8 and 10) at any time up to Final 
Reconciliation Run.
24.4 Where the Host PES Accepts the changes provided by the 
Supplier under Clause 24.3, it shall update its MPAS 
Registration System to reflect the changes.  Where a change 
is made to data item 13 of Schedule 2, the Host PES shall 
notify the Data Aggregator that was appointed in relation to 
the Metering Point before the change, the Data Aggregator 
that the Supplier has appointed in its place, the Supplier, 
any New Supplier that has sent a Valid Application for 
Registration in respect of the Metering Point for a Supply 
Start Date after the date of amendment and its Distribution 
Business that such change has been made after it has 
Accepted the change.  Where changes are made to any 
other data items for which the Supplier is stated to be 
responsible under Schedule 2 (other than data items 7, 8 and 
10) the Host PES shall notify the relevant Supplier and that 
Supplier's Data Aggregator (apart from where the change 
relates to data items 5 or 11) and, if relevant, any New 
Supplier that has sent a Valid Application for Registration in 
respect of the Metering Point for a Supply Start Date after 
the date of amendment together with that New Supplier's 
Data Aggregator (apart from where the change relates to 
data items 5 or 11) and its Distribution Business that such 
changes have been made.  Where the Host PES does not 
Accept the changes provided by the Supplier under Clause 
24.3 it shall Reject such changes and shall notify the 
Supplier of such Rejection and all the reasons for such 
Rejection.
Procedure for changes and confirmations of Market Domain 
Data
24.5 Where the Host PES receives Market Domain Data, it shall 
acknowledge receipt of the information to the Initial 
Settlement and Reconciliation Agent,  within 1 Operational 
Working Day of receipt.  Where the Host PES receives the 
Market Domain Data and such information is in the correct 
format and not corrupt it shall update its MPAS 
Registration System as soon as reasonably practicable and 
no later than within 5 Operational Working Days with the 
information.  Where the Host PES receives the Market 
Domain Data and such information is in the incorrect format 
or corrupt or otherwise cannot be entered by that Host PES 
into its MPAS Registration System it shall notify the Initial 
Settlement and Reconciliation Agent,  that it has rejected 
the Market Domain Data within 5 Operational Working 
Days of receipt.  Where the relevant Initial Settlement and 
Reconciliation Agent, resends such information such that 
the Host PES can enter it into its MPAS Registration 
System, the Host PES shall acknowledge receipt of any 
such information re-sent within 1 Operational Working Day 
of receipt.  Acknowledgement of receipt from a Host PES's 
Gateway shall be deemed sufficient acknowledgement of 
receipt for the purposes of this Clause 24.
Confirmations from Suppliers of Data Items
24.6 The Host PES may, to the extent reasonably required for 
the proper operation of the market, request a Supplier to 
provide the Host PES with data items for which the 
Supplier is stated to be responsible in Schedule 2 in respect 
of Metering Points which are Registered to that Supplier on 
the Host PES's MPAS Registration System.   Where the 
Supplier receives the Host PES's reasonable request under 
this Clause 24.6, it shall respond within 2 Operational 
Working Days of receipt of such request, indicating a 
scheduled date for delivery.   The Supplier shall set such 
date as is reasonably practicable following receipt of the 
request taking into account the fact that the Supplier shall 
use its reasonable endeavours to provide the data items as 
soon as possible.   The relevant Supplier shall process such 
requests in the order in which they are received.
25. RESENDS
Procedure for Resends to Suppliers and Data Aggregators
25.1 Where a Supplier or Data Aggregator requires the Host 
PES to re-transmit one or more Files which was originally 
transmitted to the Supplier or Data Aggregator during the 
period of 28 days prior to the date on which the Host PES 
receives a request for such re-transmission ("Resend"), the 
Supplier or Data Aggregator shall provide the relevant Host 
PES with a request for a Resend, indicating which Files it 
requires to be Re-sent and the reasons for the request.  The 
Supplier or Data Aggregator shall provide such request 
using any mode of communication permitted under Clause 
46.
25.2 Where the Host PES receives the Supplier's or Data 
Aggregator's request under to Clause 25.1 by 15:00 hours 
on an Operational Working Day, it shall provide the 
Supplier or Data Aggregator with the Resend by 06:00 
hours on the following Operational Working Day, provided 
that where the total number of Resends to be provided by 
that Host PES would otherwise exceed 50 in any 
Operational Working Day, the Host PES shall use its 
reasonable endeavours to provide as many Resends as 
possible but shall only be required to provide the first 50 
Resends requested on that Operational Working Day.  Such 
Resends shall be provided in the following manner:
25.2.1 a maximum of 5 Resends per Supplier or Data 
Aggregator, allocated in the order in which those 
requests are received; and
25.2.2 where Clause 25.2.1 has been complied with, any 
Resends for which requests have been received on 
that Operational Working Day shall be provided in 
the order in which they were received.
Any requests for Resends in excess of 50 on any 
Operational Working Day, or any requests for Resends 
received after 15:00 hours on an Operational Working Day 
in relation to which the Host PES has not provided 
responses, shall be deemed to have been requested at the 
start of the following Operational Working Day.
25.3 For the purposes of Clause 31, each Host PES shall 
determine whether the original Message that is required to 
be Resent reached and was accepted on the Supplier's or 
Data Aggregator's Gateway before the Supplier or Data 
Aggregator submitted a request for a Resend pursuant to 
Clause 25.1, and shall on request provide its reasons for 
such determination.   The Host PES shall only levy a charge 
pursuant to Clause 31 for Resends where the Host PES 
determines that the Message did reach the relevant 
Supplier's or Data Aggregator's Gateway.
26. REVOCATION OF LICENCE
26.1 Where a Host PES receives a copy of a direction from the 
Director to a Supplier ("Directed Supplier"), which directs 
the Directed Supplier to inform the Customers of another 
Supplier whose Second Tier Supply Licence or PES 
Licence has been or is about to be revoked of such 
revocation, the Host PES shall notify the Directed Supplier 
as soon as reasonably possible, but within 4 Operational 
Working Days of receiving such copy of all data items in 
respect of all the Metering Points in respect of which the 
Supplier whose Second Tier Supply Licence or PES 
Licence has been or is about to be revoked is Registered on 
the Host PES's MPAS Registration System.  Such details 
shall be transmitted using the mode of communication 
agreed between the Host PES and Directed Supplier.
27. REPORTING
27.1 Each Host PES shall provide each Supplier with a schedule 
within 20 Operational Working Days after each Quarter 
Day of all Supply Number core data and Metering Point 
addresses held on that Host PES's MPAS Registration 
System as at the Quarter Day, unless a Supplier requests the 
Host PES not to provide it with such a schedule.  Such 
schedule shall be provided on CD ROM unless another 
appropriate electronic method is agreed with a particular 
Supplier.
27.2 Each Host PES in England and Wales shall, until the Pool 
Executive Committee resolves that the Migration of the 
Metering Points registered on ERS to the Host PES's 
MPAS Registration Systems has been completed, provide 
the Settlement System Administrator with a report in a 
format to be agreed by the affected parties within 5 
Operational Working Days of the end of each week 
detailing  the Supply Number core data and data item 19 in 
Schedule 2 for Metering Points Registered on the Host 
PES's MPAS Registration System that have the 1998 
Trading Arrangement Indicator set to "N".
27.3 Each Host PES in England and Wales shall provide the Pool 
Executive Committee and each Host PES in Scotland shall 
provide SESL with a report in a format to be agreed by the 
affected parties within 10 Operational Working Days after 
each Quarter Day, detailing by Supplier the number of 
Metering Points divided by measurement class, Registered 
on that Host PES's MPAS Registration System that as at 
the Quarter Day have the 1998 Trading Arrangement 
Indicator set to 'Y' and data item 14 of Schedule 3 set to 
energised.
27.4 Each Host PES in Scotland shall provide the secretary to 
the Performance and Assurance Accreditation Panel with a 
report, in a format to be agreed by the affected parties, 
within 10 Operational Working Days after each Quarter 
Day, detailing by Supplier the number of Metering Points 
Registered on that Host PES's MPAS Registration System 
that, as at the Quarter Day have the 1998 Trading 
Arrangement Indicator set to 'Y'.
27.5 Each Host PES in England and Wales shall provide the Pool 
Executive Committee and each Host PES in Scotland shall 
provide the secretary to the Performance Assurance and 
Accreditation Panel with a report in a format to be agreed 
by the affected parties within 10 Operational Working Days 
of receiving a  request from the Pool Executive Committee 
or Performance Assurance and Accreditation Panel, as 
relevant, detailing the Supply Numbers Registered against 
each Supplier on that Host PES's MPAS Registration 
System as at the date specified by the Pool Executive 
Committee or Performance Assurance and Accreditation 
Panel, as relevant.  Such report shall classify the information 
by GSP Group or Bulk Supply Point Group as relevant to 
the Host PES.  Within each GSP Group or Bulk Supply 
Point Group, the information shall be categorised by 
Measurement Class.  Where there are non-half hourly 
Measurement Classes covered by such a report, that 
information shall be further categorised and sub-divided by 
Profile Class.
27.6 Where the Host PES receives a request from a Data 
Aggregator to notify it of the last File sequence number sent 
to that Data Aggregator, that Host PES shall within 1 
Operational Working Day notify the Data Aggregator by 
telephone or facsimile of such number and the date on 
which the relevant File was sent.
27.7 Each Host PES shall provide all Suppliers, the Pool 
Executive Committee or the secretary to the Performance 
Assurance and Accreditation Panel as appropriate and the 
Director, within 10 Operational Working Days of the end of 
each calendar month, with a report in a format to be agreed 
by the affected parties in detailing its performance against 
the requirements set out in Clause 14.4 and 14.5 during the 
Quarter relevant to that calendar month, unless a party 
requests the Host PES not to provide it with such a report.  
This report shall also detail the Host PES's performance 
against Clauses 17.4, 22.2, 22.3, 23.2, and 25.2. 
27.8 Each Host PES shall provide the Director with a report 
within 10 Working Days after each Quarter Day detailing by 
Supplier the number of Notices of Objection received by 
that Host PES in the preceding Quarter.
27.9 Within 10 Operational Working Days after the 15th day of 
each calendar month, each Host PES shall provide the 
Secretariat with a report detailing, for each Supplier 
Registered on that Host PES's MPAS Registration System 
during the previous month, the number of Metering Points 
for which the 1998 Trading Arrangements Indicator is set to 
"Y" and in respect of which that Supplier was Registered at 
the 15th day of that month.
27.10 Within 12 Working Days of the end of each calendar month 
the Secretariat shall forward copies of each report received 
pursuant to Clause 27.9 to the Data Transfer Service 
Controller.
27.11 Each Host PES in England and Wales shall make available, 
in a format to be agreed by the affected parties, to the Pool 
Executive Committee any information collected for the 
purpose of compiling the report in Clause 27.7 within 5 
Operational Working Days of the request.  
28. ACCURACY VALIDATION OF DATA AND MESSAGE 
PROCESSING
28.1 Each Supplier shall use its reasonable endeavours to ensure 
that any data items, for which it is deemed responsible for 
under Schedule 2, that it submits to a Host PES pursuant to 
this Agreement are complete and accurately reflect the 
circumstances relating to the relevant Metering Point.
28.2 Each Host PES shall use its reasonable endeavours to 
ensure that:
28.2.1 any data that it provides under this Agreement are 
complete, in the correct format and are consistent 
with the information provided to the Host PES, and 
are sent to the correct recipient;
28.2.2 in relation to any Metering Point within its 
Authorised Area, data items 1, 2, 3, 15 and 20 in 
relation to any Metering Point are complete and 
accurately reflect the circumstances relating to that 
Metering Point; and
28.2.3 any data with which the Host PES initially populates 
the relevant data items on the MPAS Registration 
System are complete and accurately reflect the 
circumstances relating to that Metering Point at the 
time at which the Host PES initially populates those 
data items.
Validation Procedures
28.3 Each Host PES shall notify each Supplier of the Validation 
Procedures which it applies to Messages received and sent 
by that Host PES's MPAS Registration System as at the 
date of this Agreement on or before the date of this 
Agreement ("Validation Procedures").
28.4 Each Host PES in England and Wales shall ensure that its 
Validation Procedures comply with the Pool's validation 
requirements set out in Schedule 10.  Each Host PES in 
Scotland shall ensure that its Validation Procedures comply 
with the Scottish Settlements validation requirements set 
out in Schedule 11.
28.5 Where a Host PES proposes to change its Validation 
Procedures which it applies to Supplier Messages, it shall 
notify all Suppliers and the Pool Agent or SESL, as 
appropriate of any proposed changes to Validation 
Procedures at least 15 Operational Working Days before it 
proposes that such changes shall take effect.
28.6 Unless before the expiry of 15 Operational Working Days 
after receipt of the notification sent in accordance with 
Clause 28.5 any party gives notice to MEC that such 
changes should be considered as if it were a change to this 
Agreement, such change shall take effect (subject to Clause 
28.4) from the date indicated in the notice sent pursuant to 
Clause 28.5.
28.7 Where a party gives notice in accordance with Clause 28.6, 
such proposed change shall be treated as if it were a 
proposal to change this Agreement and the procedures set 
out in Clause 9 shall be followed.  Where, in the opinion of 
the relevant Pool MEC Member or SESL Member, the 
proposed change relates to or will affect the Priority 
Provisions such proposed change shall be treated as a 
Change Proposal and the appropriate procedures set out in 
Clause 9 shall be followed.
28.8 In the event of any inconsistency between the provisions of 
this Agreement and any Host PES's Validation Procedures, 
the provisions of this Agreement shall prevail.
Message Processing
28.9 Where transmission of a Message by a Host PES's MPAS 
Registration System fails the validation procedures of a 
Data Aggregator to whom it was sent, the Data Aggregator 
shall attempt to resolve the failure and validate the Message.  
If the Data Aggregator is unable to resolve the failure, it 
shall notify the Host PES, who shall use its reasonable 
endeavours to identify the cause of the failure.  If the Host 
PES identifies the cause of the failure to be:
28.9.1 a fault on the Data Transfer Network, the Host PES 
shall treat the failure as a request for a Resend and 
the provisions of Clause 25 shall apply; or
28.9.2 a fault of that Host PES's MPAS Registration 
System, the Host PES shall use its reasonable 
endeavours to resolve the failure; or 
28.9.3 a fault of the Data Aggregator, the Host PES shall 
notify the Data Aggregator of that fact.
If the Host PES is unable to resolve the failure, or identifies 
the cause of the failure to be the fault of the Data 
Aggregator in accordance with Clause 28.9.3, it shall notify 
the  relevant Supplier who appointed that Data Aggregator, 
of that fact, and that Supplier may refer the matter to the 
MRA Disputes Committee.
28.10 Where a Message from a Supplier or Data Aggregator is 
Rejected by the Host PES's MPAS Registration System to 
which it was sent, the relevant Supplier or Data Aggregator 
shall attempt to resolve the cause of the Rejection.   If the 
Supplier or Data Aggregator is unable to resolve the cause 
of the Rejection, it shall notify the Host PES, who shall use 
its reasonable endeavours to identify the cause of the 
Rejection.  If the Host PES identifies the cause of the 
Rejection to be:
28.10.1 a fault on the Data Transfer Network, the Host PES 
shall request the relevant Supplier or Data 
Aggregator to resend the Message; or
28.10.2 a fault of that Host PES's MPAS Registration 
System, the Host PES shall use its reasonable 
endeavours to resolve the fault; or
28.10.3 a fault of the Supplier or Data Aggregator, the Host 
PES shall notify the relevant Supplier or Data 
Aggregator of that fact.
If the Host PES is unable to resolve the cause of the 
Rejection, or identifies the cause of the Rejection to be the 
fault of the Data Aggregator in accordance with Clause 
28.10.3, it shall notify the  Supplier who appointed the 
relevant Data Aggregator, of the fact.  

PART V: OTHER CHANGE OF SUPPLIER SERVICES
29. CHANGE OF SUPPLIER METER READING
29.1 Within 5 Operational Working Days of receiving 
notification from a Host PES pursuant to Clause 15.10 that 
a New Supplier has been Registered for a particular 
Metering Point and provided that the Old Supplier is not 
intending to send a Notice of Objection in relation to the 
Registration, the Old Supplier shall serve notice upon each 
of its Meter Operator, Data Collector and Data Aggregator 
that its appointment as Meter Operator, Data Collector or 
Data Aggregator as the case may be, in respect of the 
relevant Metering Point shall cease from the time that the 
Old Supplier shall cease to be responsible for supplying that 
Metering Point in accordance with Clause 15.10.
29.2 The Old Supplier and the New Supplier shall be bound by 
the Pool Requirements on change of supplier from an Old 
Supplier to a New Supplier set out in the following 
provisions, forming part of the Pooling and Settlement 
Agreement, as amended from time to time and to the extent 
applicable:
29.2.1 clause 1.3.3 and 1.3.2.3 of Service Line SL130;
29.2.2 clauses 2.2.3, 3.2.3, 2.2.7 and 3.2.7 of Agreed 
Procedure AP502;
29.2.3 clauses 1.3.3, 1.5.3.5, 1.5.4.1 and 1.5.4.2  of Service 
Line SL120;
29.2.4 clauses 2.2.6 ,3.2.6 and 4.4 of Agreed Procedure 
AP504;
29.2.5 sections 50.3 and 51.3 of the Pool Rules; and
29.2.6 Schedule 26 of the Pooling and Settlement 
Agreement,
and the equivalent provisions of the Settlement Agreement 
for Scotland, where appropriate.
29.3 Where a meter reading (which term includes a deemed 
meter reading) which has been provided to the Old Data 
Collector by the New Data Collector, on a change of 
supplier from an Old Supplier to a New Supplier, is 
disputed by the Old Supplier under and in accordance with 
the Settlement Agreement, and as a result the New Supplier 
obtains a further meter reading, the New Supplier may 
reclaim from the Old Supplier its reasonable costs of 
obtaining such further meter reading if the original meter 
reading submitted to the Old Supplier is determined to be 
"reasonably accurate".  For these purposes an original meter 
reading shall be "reasonably accurate" if the meter advance 
is within plus or minus 5% of the meter advance 
subsequently established.
29.4 On a change of supplier from an Old Supplier to a New 
Supplier, the Old Supplier and the New Supplier shall 
ensure that any relevant Customer is not charged twice in 
respect of its consumption of electricity and shall, where 
appropriate, use their reasonable endeavours to ensure that 
the same meter reading is used on the opening and closing 
accounts issued to any relevant Customer.
29.5 On, or in relation to any change of supplier from an Old 
Supplier to a New Supplier, the Old Supplier and the New 
Supplier agree to procure that their respective Data 
Collector may exchange any relevant information (including 
confidential information) that either receives from the 
relevant Supplier with the other's Data Collector to the 
extent necessary to comply with the provisions of this 
Clause 29 or any other provisions applying to either of them 
on the relevant change of supplier.

PART VI: RECORDS, AUDIT AND NON-FUNCTIONAL 
REQUIREMENTS
30. RECORDS, AUDIT AND NON-FUNCTIONAL 
REQUIREMENTS
30.1 Each Host PES shall ensure that it securely maintains a 
historical record of all data items that have been held in 
respect of a Metering Point on its MPAS Registration 
System and that such records are fully auditable, so that a 
full historical record is maintained for the 7 years following 
initial settlement date in relation to any particular data item, 
the two most recent years being held on-line.
30.2 Each Host PES shall ensure that it retains copies of all 
Messages sent and received in providing Services for at 
least three years after the Messages have been sent or 
received.
30.3 Each Host PES in England and Wales shall ensure that the 
Pool Auditor, and each Host PES in Scotland shall ensure 
that the Market Auditor, has access at reasonable times and 
on reasonable notice to:
30.3.1 those records maintained by the Host PES pursuant 
to Clause 30.1;
30.3.2 any software, hardware, data or information held by 
the Host PES or its agents where reasonably 
required by the Pool Auditor or Market Auditor to 
fulfil its obligations under the relevant Settlement 
Agreement;
30.3.3 the relevant parts of the Host PES's premises; and
30.3.4 relevant staff members of the Host PES, for a 
reasonable length of time in any one year.
30.4 On request by the Pool Auditor or Market Auditor, as the 
case may be, each Supplier shall ensure that the Pool 
Auditor or Market Auditor has access at reasonable times 
and on reasonable notice to:
30.4.1 any records, maintained by the Supplier in relation to 
any Metering Point for which it is or has been 
Registered, in the 7 years prior to the date of that 
request;
30.4.2 any software, hardware, data or information held by 
the Supplier or its agents where reasonably required 
by the Pool Auditor or Market Auditor to fulfil its 
obligations under the relevant Settlement 
Agreement;
30.4.3 the relevant parts of the Supplier's premises; and
30.4.4 relevant staff members of the Supplier for a 
reasonable length of time in each year.
30.5 Each Host PES in England and Wales shall ensure that 
during the course of this Agreement its MPAS Registration 
System complies with the requirements set out in Appendix 
1 to Schedule 6.  Each Host PES in Scotland shall ensure 
that during the course of this Agreement its MPAS 
Registration System complies with the requirements set out 
in Appendix 1 to Schedule 7.
30.6 On request by MEC each Host PES and each Supplier shall 
ensure that any auditor appointed by MEC has access at 
reasonable times and on reasonable notice to:
30.6.1 in the case of a Supplier, any records maintained by 
that Supplier in relation to any Metering Point for 
which it is or has been Registered in the 7 years 
prior to that date;
30.6.2 in the case of a Host PES any records maintained by 
that Host PES in relation to any Metering Point in 
its Authorised Area in the 7 years prior to that date;
30.6.3 any software, hardware, data or information held by 
the Supplier or its agents where reasonably required 
by the auditor; and
30.6.4 the Host PES's or Supplier's premises.

PART VII: CHARGING, BILLING AND PAYMENT
31. CHARGING
31.1 Subject to Clause 31.2, in relation to the provision of each 
of the Services referred to in Schedule 8, the Supplier, Data 
Aggregator, Pool Agent or SESL shall pay the relevant 
Host PES the charges set out in the relevant Host PES's 
Condition 2 Statement, Condition 8E Statement, Condition 
8 Statement, or Condition 11E Statement, as appropriate, 
provided that no Host PES shall charge for the provision of 
the contact notice facility pursuant to Clause 17 during 
Controlled Market Start Up in that Host PES's Authorised 
Area.
31.2 A Host PES shall not charge for any of the Services referred 
to in Schedule 8 in circumstances where the provision of 
that Service arose as a result of the relevant Host PES's 
failure to provide the Services in accordance with the 
provisions of this Agreement.
31.3 Without prejudice to Clause 31.4, where a Host PES is 
intending to revise the charges for Services, it shall serve a 
copy of any notice it sends to the Director pursuant to 
paragraph 18 of Condition 8 of the PES Licence in England 
and Wales or paragraph 21 of Condition 2 of Part VI of the 
PES Licence in Scotland on all Suppliers, Data 
Aggregators, the Pool Agent and SESL as soon as 
reasonably possible after such notice is sent to the Director.
31.4 Each Host PES may vary the charges payable in respect of 
those Services listed in Schedule 8 at any time by giving at 
least 5 months written notice to all Suppliers, Data 
Aggregators, the Pool Agent and SESL.  Such charges and 
any variations are and will be calculated:
31.4.1 in accordance with the Condition 8 Statement in 
England and Wales and Condition 2 Statement in 
Scotland in the first year after the date of the 
Agreement; and
31.4.2 in accordance with the Condition 8 and Condition 
11E Statements in England and Wales and the 
Condition 2 and Condition 8E Statements in 
Scotland, as appropriate thereafter.
31.5 Charges for the provision of those Services not referred to 
in Schedule 8 shall be recovered by each Host PES as an 
element of the charges which it levies on Suppliers under 
the terms of its Use of System Agreements.   Such charges 
shall be varied in accordance with the provisions of each 
Use of System Agreement for that Host PES.   Each Host 
PES shall be entitled to recover from each Supplier the 
charges relating to those Services not referred to in 
Schedule 8 set out in the relevant Host PES's Condition 2 
Statement, Condition 8 Statement, Condition 8E Statement 
or Condition 11E Statement, as appropriate, even where 
there is no express obligation on the relevant Supplier in the 
relevant Use of System Agreement to pay those charges.
32. BILLING AND PAYMENT
32.1 Within 15 Operational Working Days after the end of each 
calendar month each Host PES shall submit to each 
Supplier, each Data Aggregator, the Pool Agent and SESL 
a statement specifying:
32.1.1 the Services listed under Schedule 8 provided; 
32.1.2 the charges levied with respect to each of those 
Services; and
32.1.3 any charges from previous monthly statements 
which have not been paid,
in respect of Services as set out in Schedule 8 performed 
during that month for that Supplier, Data Aggregator, Pool 
Agent or SESL and setting out the total charges incurred, 
provided that where the total charges incurred, not 
including VAT, are less than or equal to (POUND)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, the Pool Agent or SESL, pursuant to Clause 32.1, 
including any unpaid amounts pursuant to Clause 32.1.3, 
exceeds (POUND)100, not including any VAT, the Host PES shall 
submit to that Supplier, the Pool Agent or SESL 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 Host PES shall submit to that Supplier, Pool 
Agent or SESL 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 (POUND)100.
32.2 Subject to Clause 32.3, within 20 Operational Working 
Days of receipt of an invoice submitted in accordance with 
Clause 32.2, the Supplier, Data Aggregator, the Pool Agent 
or SESL shall pay to the relevant Host PES 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.
32.3 Where any sum included in a statement submitted in 
accordance with Clause 32.1 is disputed by a Supplier, Data 
Aggregator, the Pool Agent or SESL in good faith, that 
Supplier, Data Aggregator, the Pool Agent or SESL shall 
within 10 Operational Working Days of receipt of such 
statement provide the relevant Host PES with a statement 
of the amount in dispute.  The Supplier, Data Aggregator, 
the Pool Agent or SESL 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.
32.4 If a statement is served by a Supplier, Data Aggregator, the 
Pool Agent or SESL under Clause 32.3, the relevant parties 
shall use reasonable endeavours to resolve the dispute in 
question within 20 Operational Working Days of it being 
raised, failing which the provisions of Clause 37 shall apply.  
Following resolution of the dispute, any amount agreed or 
determined to be payable, together with any VAT payable, 
shall be paid within 10 Operational 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 1% per annum above the base rate during such 
period of Barclays Bank plc (where the Host PES is located 
in England and Wales) or Royal Bank of Scotland plc 
(where the Host PES is located in Scotland), as 
compounded annually.
32.5 Should a Supplier, Data Aggregator, the Pool Agent or 
SESL fail to make payment on or before the due date of any 
sum due in accordance with Clause 32.2 (other than any 
sum which is the subject of a bona fide dispute in 
accordance with Clause 32.3), interest on the amount 
unpaid shall accrue from the date such amount was due until 
the date of payment at the rate of 3% per annum above the 
base rate during such period of Barclays Bank plc (where 
the Host PES is located in England and Wales) or Royal 
Bank of Scotland plc (where the Host PES is located in 
Scotland), compounded annually.
32.6 Subject to Clause 32.3, all payments to be made by a 
Supplier, Data Aggregator, the Pool Agent or SESL under 
this Agreement shall be made without any set-off or 
deduction in respect of any claims or disputes or otherwise 
including any liquidated damages paid under Clause 14 but 
shall be without prejudice to any claims or rights which a 
Supplier, Data Aggregator, the Pool Agent, Pool Members 
or any of them or SESL may have against the Host PES.
32.7 If the Director determines or the Host PES otherwise agrees 
that the charges (including any variations thereof) payable 
by a Supplier, Data Aggregator, the Pool Agent or SESL 
under this Agreement have not been calculated strictly in 
accordance with the terms of the relevant Host PES's 
statement of charges for metering and data services issued 
pursuant to either Condition 11E of the PES Licence in 
England and Wales or Condition 8E of Part V of the PES 
Licence in Scotland, as relevant, the relevant Host PES shall 
pay to the Supplier, Data Aggregator, the Pool Agent or 
SESL an amount in respect of each charging period equal to 
the amount, if any, by which that Supplier, Data 
Aggregator, the Pool Agent or SESL 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 
Clause 32.5.
32.8 Within 15 Operational Working Days after the end of each 
Quarter each Host PES shall submit to each relevant 
Supplier, Pool Agent or SESL a statement setting out, in 
respect of that Quarter, the liquidated damages payments 
which it reasonably considers to be payable to the Supplier 
or the Pool Agent or SESL pursuant to Clause 14.9 or 
14.10 as a result of failure by that Host PES to meet the 
relevant service levels in Clause 14.4 or 14.5 during the 
relevant Quarter.
32.9 Within 10 Operational Working Days of receiving a Host 
PES's statement submitted in accordance with Clause 32.8, 
the Supplier, Pool Agent or SESL shall submit to the Host 
PES a statement setting out any further liquidated damages 
payments which it considers to be payable by the Host PES 
as a result of the failure by the Host PES to meet the 
relevant service levels in either Clause 14.4 or Clause 14.5, 
as relevant during the relevant Quarter over and above 
those set out in the Host PES's statement submitted in 
accordance with Clause 32.8 together in each case with 
reasonable supporting evidence explaining why it considers 
that further liquidated damages payments are payable.
32.10 Subject to Clause 32.11, within 10 Operational Working 
Days of receipt of a statement submitted in accordance with 
Clause 32.9 (or, if no such statement is submitted, within 20 
Operational Working Days of dispatching its statement in 
accordance with Clause 32.8) the Host PES shall pay to 
each relevant Supplier, Pool Agent or SESL all sums due in 
respect of:
32.10.1  the liquidated damages payments set out in the Host 
PES's statement  submitted in accordance with 
Clause 32.8; 
32.10.2  the undisputed portion of any further liquidated 
damages payments set out in  the statement of the 
relevant Supplier, Pool Agent or SESL submitted in 
accordance with Clause 32.9 and
32.10.3  the further liquidated damages payments resulting 
from any undisputed further failures by the Host 
PES to meet the relevant Service Levels set out in 
the statement of a Supplier, the Pool Agent or SESL 
submitted in accordance with Clause 32.9.
Any undisputed and unpaid sums from previous Quarters 
shall be shown on each statement issued pursuant to Clause 
32.8 until those sums are paid provided that such sums shall 
only become payable by the Host PES when the aggregate 
of the sums set out in Clauses 32.10.1 and 32.10.2 exceeds 
(POUND)100.  All sums due shall be paid by the Host PES 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, Pool Agent or 
SESL together with, where appropriate, an associated 
remittance advice, stating the period to which the payment 
relates.
32.11 Where any sum included in a statement submitted in 
accordance with Clause 32.9 is disputed by a Host PES in 
good faith, the Host PES shall within 10 Operational 
Working Days of receipt of such statement provide the 
relevant Supplier, Pool Agent or SESL with a statement of 
the amount in dispute.  The Host PES 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.
32.12 If a statement is served by a Host PES under Clause 32.11 
the parties shall use reasonable endeavours to resolve the 
dispute in question within 20 Operational Working Days of 
it being raised, failing which the provisions of Clause 37 
shall apply.  Following resolution of the dispute, any amount 
agreed or determined payable shall be paid within 10 
Operational 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 1% per annum above the base rate 
during such period of Barclays Bank plc (where the Host 
PES is located in England and Wales) or the Royal Bank of 
Scotland plc (whether the Host PES is located in Scotland), 
compounded annually.
32.13 Should a Host PES fail to make payment on or before the 
due date of any sum due in accordance with Clause 32.10 
(other than any sum which is the subject of a bona fide 
dispute and which has been notified by the Host PES in 
accordance with Clause 32.11), interest on the amount 
unpaid shall accrue from the date such amount was due until 
the date of payment at the rate of 3% per annum above the 
base rate during such period of Barclays Bank plc (where 
the Host PES is located in England and Wales) or The 
Royal Bank of Scotland plc, (where the Host PES is located 
in Scotland) compounded annually.

PART VIII: LIQUIDATED DAMAGES PAYMENTS CAP AND 
LIMITATION OF LIABILITY
33. LIQUIDATED DAMAGES PAYMENTS CAP AND 
LIMITATION OF LIABILITY
33.1 The maximum aggregate liability of each Host PES to all 
Suppliers jointly for liquidated damages pursuant to Clause 
14.10 in any Liquidated Damages Year, shall be 
(POUND)1,300,000.
	For the purposes of this Clause 33.1, "Liquidated Damages 
Year" shall mean the period of 12 calendar months 
commencing on the first day of the sixteenth week after the 
commencement of Controlled Market Start Up in the 
relevant Host PES's Authorised Area and each subsequent 
period of 12 calendar months commencing on the 
anniversary of that date.
33.2 Subject to Clauses 14.9, 14.10, 33.1, 33.4 and 33.6 and 
save as provided in this Clause 33.2 and Clause 33.3, no 
party (the "party liable") nor any of its officers, employees 
or agents shall be liable to any other party for loss arising 
from any breach of this Agreement other than for loss 
directly resulting from such breach and which at the date 
hereof was reasonably foreseeable as not unlikely to occur 
in the ordinary course of events from such breach in respect 
of:
33.2.1 physical damage to the property of that other party, 
its officers, employees or agents; and/or
33.2.2 the liability of such other party to any other person 
for loss in respect of physical damage to the 
property of any person.
Provided that the liability of any party in respect of claims 
for such loss arising from any incident or series of related 
incidents shall in no circumstances exceed (POUND)1,000,000.
33.3 Nothing in this Agreement shall exclude or limit the liability 
of the party liable for death or personal injury resulting from 
the negligence of the party liable or any of its officers, 
employees or agents and the party liable shall indemnify and 
keep indemnified any other party, its officers, employees or 
agents, from and against all such liability which such other 
party may suffer or incur by reason of any claim on account 
of death or personal injury resulting from the negligence of 
the party liable or any of its officers, employees or agents.
33.4 Subject to Clause 14.9, 14.10, 33.1 and 33.6, no party, nor 
any of its officers, employees or agents shall in any 
circumstances whatsoever be liable to any other party for:
33.4.1 any loss of profit, loss of revenue, loss of use, loss 
of contract or loss of goodwill; or
33.4.2 any indirect or consequential loss; or
33.4.3 loss resulting from the liability of such other party to 
any other person howsoever and whensoever arising 
save as provided in Clauses 33.2 and 33.3.
33.5 The rights and remedies provided by this Agreement to the 
parties are exclusive and not cumulative and exclude and are 
in place of all substantive (but not procedural) rights or 
remedies express or implied and provided by common law 
or statute in respect of the subject matter of this Agreement, 
including any rights any party may possess in tort or delict 
which shall include actions brought in negligence and/or 
nuisance.  Accordingly, each of the parties hereby waives to 
the fullest extent possible all such rights and remedies 
provided by common law or statute, and releases the party 
liable, 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 this Agreement and undertakes not to enforce 
any of the same except as expressly provided herein.
33.6 Save as otherwise expressly provided in this Agreement, 
this Clause 33 insofar as it excludes or limits liability shall 
override any other provision in this Agreement provided 
that nothing in this Clause 33 shall exclude or restrict or 
otherwise prejudice or affect any of:
33.6.1 the rights, powers, duties and obligations of any 
party which are conferred or created by the Act, any 
licence granted pursuant to the Act or any 
subordinate legislation made under the Act; or
33.6.2 the rights, powers, duties and obligations of the 
Director or the Secretary of State under the Act, any 
such licence or otherwise howsoever.
33.7 Each of the sub-clauses of this Clause 33 shall:
33.7.1 be construed as a separate and severable contract 
term, and if one or more of such sub-clauses is held 
to be invalid, unlawful or otherwise unenforceable 
the other or others of such Clauses shall remain in 
full force and effect and shall continue to bind the 
parties; and 
33.7.2 survive termination of this Agreement.
33.8 Each party hereby acknowledges and agrees that each of the 
other parties holds the benefit of Clauses 33.1, 33.2, 33.3, 
and 33.4 for itself and as trustee and agent for its officers, 
employees and agents.
33.9 Each party hereby acknowledges and agrees that the 
provisions of this Clause 33 have been the subject of 
discussion and negotiation and are fair and reasonable 
having regard to the circumstances as at the date hereof and 
that where any provision of this Agreement provides for a 
liquidated damage payment to be payable by a Host PES 
upon or in respect of its failure to meet a service level, each 
party agrees and acknowledges that such provision has been 
the subject of discussion and negotiation, and in the case of 
liquidated damages payment that the amount provided to be 
payable represents a genuine pre-estimate of the loss of the 
party.
33.10 For the avoidance of doubt, nothing in this Clause 33 shall 
prevent or restrict any party enforcing any obligation 
(including suing for a debt) owed to it under or pursuant to 
this Agreement.

PART IX: EVENTS OF DEFAULT AND CONSEQUENCES OF 
DEFAULT
34. EVENTS OF DEFAULT AND CONSEQUENCES OF 
DEFAULT
34.1 It shall be an Event of Default if:
34.1.1 a party is in material breach of any of the material 
terms or conditions of this Agreement and, if the 
breach is or was capable of remedy, it fails to 
remedy the breach within 20 Working Days of 
receipt of a notice from MEC giving full details of 
the breach, requiring the party to remedy the breach 
and stating that a failure to remedy the breach may 
give rise to consequences set out in Clause 34.3;
34.1.2 a party passes a resolution for its winding-up, or a 
court of competent jurisdiction makes an order for 
the winding-up or dissolution of the party;
34.1.3 an administration order is made in relation to a party 
or a receiver is appointed over, or an encumbrancer 
takes possession of or sells, any substantial part or 
parts of the party's assets, rights, or revenues;
34.1.4 a party makes an arrangement or composition with 
its creditors generally or makes an application to a 
court for protection from its creditors generally;
34.1.5 a party is unable to pay its debts within the meaning 
of Section 123 of the Insolvency Act 1986, but as if 
in that Section the sum of (POUND)10,000 was substituted 
for the sum of (POUND)750;
34.1.6 without prejudice to Clause 36 a circumstance of 
Force Majeure which affects the performance by the 
party of substantially all of its obligations under this 
Agreement continues for more than 180 days;
34.1.7 any of the conditions precedent set out in Clauses 
2.1, 2.2 and 2.3 or any of the conditions precedent 
or suspensive conditions, as relevant in the Use of 
System Agreement cease to be satisfied in relation to 
a relevant party and if the situation is or was capable 
of remedy, the relevant party having failed to 
remedy the situation within 20 Working Days of 
receipt of a notice from MEC giving full details of 
the condition(s) precedent and/or suspensive 
conditions that have ceased to be satisfied, requiring 
the relevant party to remedy the situation and stating 
that a failure to remedy the situation may give rise to 
the consequences set out in Clause 34.3.  (For the 
avoidance of doubt, this Clause 34.1.7 shall not 
apply to the Pool Agent or SESL.)
34.2 Any party may report any suspected Event of Default to 
MEC and upon receiving such report, MEC shall notify the 
party to whom the suspected Event of Default relates of the 
report.
34.3 Where MEC  is notified by another party pursuant to the 
terms of Clause 34.2 or otherwise discovers any of the 
circumstances referred to in Clauses 34.1.1 to 34.1.7 and 
such breach is not remedied within any timeframe indicated 
in Clauses 34.1.1 to 34.1.7, MEC may decide that the 
relevant defaulting party should not be entitled to receive 
any Services or exercise any voting rights pursuant to 
Clauses 6 to 9 from a date to be determined by MEC until 
MEC determines otherwise.
34.4 A MEC Member other than the Pool MEC Member or the 
SESL Member shall be disqualified from acting, and shall 
not act in his capacity as a MEC Member in relation to a 
resolution pursuant to this Clause 34 where his employer is 
the defaulting party, and his alternate shall act in his place in 
relation to that resolution.  If both a MEC Member and his 
alternate are disqualified from acting in relation to a 
particular resolution as a result of this Clause 34.4, that 
MEC Member shall appoint a further alternate from the 
category of party that appointed him, and who is not 
disqualified pursuant to this Clause 34.4, to act as his 
alternate in relation to that particular resolution.
34.5 Where MEC makes a decision pursuant to Clause 34.3 it 
shall:
34.5.1 notify the relevant party of its decision; 
34.5.2 notify the Director of its decision; and
34.5.3 notify the Host PESs that the relevant party is a 
defaulting party and that such Host PESs may 
decide not to provide Services to the defaulting 
party from a date to be determined by MEC until 
MEC determines otherwise.
34.6 Upon receipt of notification from MEC under Clause 
34.5.3, a Host PES shall be entitled to refuse to provide 
Services to the defaulting party in accordance with such 
notifications, until that Host PES is notified by MEC that 
MEC has determined otherwise.
34.7 Any party that is a defaulting party pursuant to the terms of 
Clause 34.3 may apply to MEC to have the restrictions 
referred to in Clause 34.3 removed.  MEC shall consider 
such application and may levy a fee on the relevant 
defaulting party to remove the relevant restrictions.
34.8 A Supplier may cease to be a party to this Agreement upon 
giving MEC 30 Working Days notice of its intention to 
cease to be a party to this Agreement, where:
34.8.1 it is no longer Registered for any Metering Point on 
any MPAS Registration System; and
34.8.2 it has paid all charges for which it is or will (in 
relation to Services already received) become liable 
under the terms of this Agreement;
34.8.3 it no longer holds a Second Tier Supply Licence.
34.9 Where a Supplier ceases to be a party pursuant to the terms 
of Clause 34.8, Clauses 32, 33, 34, 35, 36, 37 to 47 
(inclusive) shall remain in full force and effect as regards 
that Supplier.
34.10 A Supplier ceasing to be a party to this Agreement shall be 
without prejudice to the accrued rights and liabilities of that 
Supplier prior to the date of it ceasing to be a party and 
shall not affect any continuing obligations of that Supplier 
under this Agreement.
34.11 The Pool Agent or SESL shall cease to be a party upon:
34.11.1 giving MEC 5 Working Days notice of its 
intention to cease to be a party to this 
Agreement; and
34.11.2 a successor to the Pool Agent or SESL, as 
appropriate, entering into an Accession 
Agreement;
provided that the Pool Agent or SESL shall continue to be a 
party to this Agreement and to perform and discharge its 
duties and responsibilities under this Agreement until the 
accession under such Accession Agreement comes into 
effect, or the notice period in Clause 34.11.1 has expired, 
whichever is the later.
34.12 Where a successor to the Pool Agent or SESL enters into 
an Accession Agreement, the Pool Agent or SESL, as 
appropriate, shall (save as regards any rights and obligations 
accrued as at the date the accession under such Accession 
Agreement comes into effect) be discharged from any 
further obligation and shall have no further rights under this 
Agreement from the date on which the accession under the 
Accession Agreement comes into effect and its successor 
and each of the other parties shall have the same rights and 
obligations amongst themselves as they would have had if 
such successor had become a party to this Agreement in 
place of the Pool Agent or SESL, as appropriate, on the 
date that the successor assumes the rights and obligations of 
the Pool Agent or SESL, as appropriate, under the relevant 
Accession Agreement.
34.13 If the Pool Agent is unable to secure a successor within 30 
Working Days of its notice pursuant to Clause 34.11.1, the 
Pool Agent may apply to the Director, and the Director may 
appoint a successor.

PART X: CONFIDENTIALITY
35. CONFIDENTIALITY
General
35.1 Each 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.  The exceptions to this obligation are set out in 
Clause 35.2.
Exceptions to Confidentiality Obligation
35.2 A party shall be entitled to Disclose or use Confidential 
Information if and to the extent that one or more of the 
following apply:
35.2.1 the party is required or permitted to Disclose 
Confidential Information pursuant to the terms of a 
Nominated Agreement, to the extent of such 
requirement or permission; or
35.2.2 the party believes, on reasonable grounds, that 
market  arrangements set out or contemplated by 
this Agreement 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
35.2.3 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
35.2.4 the Confidential Information, before it is furnished to 
the relevant party is in the public domain; or
35.2.5 the Confidential Information, after it is furnished to 
the party:
(A) is acquired by the party in circumstances in 
which this Clause does not apply;
(B) is acquired by a party in circumstances in 
which this Clause does apply and thereafter 
ceases to be subject to the restrictions 
imposed by this Clause; or
(C) enters the public domain,
and in any such case otherwise than as a result of (i) a 
breach by the party of its obligations in this Clause or (ii) a 
breach by the person who disclosed that Confidential 
Information of that person's confidentiality obligation and 
the party is aware of such breach; or
35.2.6 the party is required or permitted to Disclose 
Confidential Information to any person:
(A) in compliance  with any provisions of any 
Relevant Instrument; or
(B) in compliance with any other requirement of 
law or of a Competent Authority; or
(C) in response to a requirement of any stock 
exchange or regulatory authority or the 
Panel on Take-overs and Mergers; or
(D) pursuant to the arbitration rules for the 
Electricity Arbitration Association or 
pursuant to any judicial or other arbitral 
process or tribunal having jurisdiction in 
relation to the party including any disputes 
committee set up under the terms of this 
Agreement or either of the Settlement 
Agreements; or
35.2.7 the party Discloses Confidential Information to its 
Affiliates or Related Undertakings, its or its 
Affiliates or Related Undertakings employees, 
directors, agents, consultants and professional 
advisers, or where the party is a Supplier to any 
Relevant Exempt Supplier in each case on the basis 
set out in Clause 35.6; or
35.2.8 the party Discloses Confidential Information to the 
Director; or
35.2.9 the party is a Host PES and the Confidential 
Information relates to information in respect of a 
Customer which information to Host PES has 
previously acquired through its  Distribution 
Business to the extent that disclosure is made by the 
Host PES to the person who supplied electricity to 
the relevant Customer at the time such information 
was acquired by the Host PES.
35.3 Confidential Information which a party is permitted or 
obliged to Disclose or use pursuant to Clause 35.2 shall not 
cease to be regarded as Confidential Information in all other 
circumstances by virtue of such Disclosure or use.
Host PES Provisions
35.4 Each party agrees that where a Host PES Discloses or uses 
Confidential Information in accordance with Clause 35.2, 
such information need not be treated as confidential to the 
extent of such Disclosure or use for the purposes of 
Condition 12 of the PES Licence in England and Wales or 
Condition 9 of Part V of the PES Licence in Scotland.
35.5 Each Host PES agrees not to use any Confidential 
Information in a manner which may obtain for the Host PES 
any commercial advantage in the operation of the Supply 
Business or of the Second Tier Supply Business except in 
relation to any Confidential Information which it holds in 
respect of a Customer which it has previously acquired 
through its Distribution Business, where the Host PES 
supplied electricity to the relevant Customer at the time the 
information was acquired by the Host PES.

Internal Procedures
35.6 With effect from the date of this Agreement each party shall 
adopt procedures within its organisation for ensuring the 
confidentiality of all Confidential Information which it is 
obliged to preserve as confidential under Clause 35.1.  
These procedures are:
35.6.1 the Confidential Information will be disseminated 
within the party only on a "need to know" basis;
35.6.2 employees, directors, agents, consultants and 
professional advisers of the party in receipt of 
Confidential Information will be made fully aware of 
the party's obligations of confidence in relation 
thereto; and
35.6.3 any copies of the Confidential Information, whether 
in hard copy or computerised form, will clearly 
identify the Confidential Information as confidential.
35.7 Each party shall take all reasonable steps to ensure that any 
person referred to in Clause 35.2.6 to whom the party 
Discloses Confidential Information does not use that 
Confidential Information for any purpose other than that for 
which it is provided and does not Disclose that Confidential 
Information otherwise than in accordance with this Clause 
35.
Affiliate or Related Undertaking
35.8 Each party shall procure that each of its Affiliates and 
Related Undertakings observes the restrictions in Clauses 
35.1, 35.2,  35.6 and 35.7 and if such Affiliate or Related 
Undertaking is a holder of a PES Licence, Clauses 35.4 and 
35.5 as if in each Clause there was substituted for the name 
of the party the name of the Affiliate or Related 
Undertaking.
Data Protection Act
35.9 Each party warrants that it has effected, and undertakes that 
it will during the term of this Agreement effect and maintain 
all such registrations as it is required to effect and maintain 
under the Data Protection Act to enable it lawfully to 
perform the obligations imposed on it by this Agreement.  
Each party undertakes to comply with the Data Protection 
Act in the performance of this Agreement.
35.10 Each  party undertakes that, in any case where information 
to be disclosed by it under this Agreement may lawfully be 
disclosed only with the prior consent of the person to whom 
the information relates, it will use its reasonable endeavours 
to obtain such prior consents so as to enable it, or the 
relevant Host PES as the case may be, promptly to perform 
its obligations under this Agreement.
MEC
35.11 The parties acknowledge that, for MEC and each of its sub-
committees properly to carry out its duties and 
responsibilities under this Agreement, MEC may decide or 
be obliged to keep confidential to it (and may instruct its 
sub-committees to keep confidential) matters, reports, data 
and other information produced by or for, or made available 
to or held by, MEC or the relevant sub-committee and, in 
any such case, MEC members shall neither disclose the 
same to the category of parties which they represent nor be 
required by such parties so to disclose. Each of the parties 
agrees to respect the position of MEC, its sub-committees 
and the MEC Members accordingly.
35.12 Each of the parties agrees, subject to any relevant 
confidentiality provision binding on it, to provide MEC and 
the Secretariat with all data and other information 
reasonably requested by MEC and necessary for MEC 
and/or the Secretariat properly to carry out its duties and 
responsibilities under this Agreement.


PART XI: FORCE MAJEURE
36. FORCE MAJEURE 
If any party (the "Affected Party") shall be unable to carry out any 
of its obligations under this Agreement due to a circumstance of 
Force Majeure this Agreement shall remain in effect but:

36.1 the Affected Party's obligations;
36.2 the obligations of each of the other parties owed to the 
Affected Party under this Agreement; and
36.3 any other obligations of such other parties under this 
Agreement owed between themselves which the relevant 
party is unable to carry out directly as a result of the 
suspension of the Affected Party's obligations;
shall be suspended without liability for the period during which the 
circumstance of Force Majeure prevails provided that:
(i)	the Affected Party gives the other parties prompt 
notice describing the circumstance of Force Majeure 
including the nature of the occurrence and its 
expected duration and where reasonably practicable 
continues to furnish regular reports with respect 
thereto during the period of Force Majeure; and
(ii)	the suspension of performance is of no greater scope 
and of no longer duration than is required by the 
circumstance of Force Majeure; and
(iii)	no obligations of any party that arose before the 
circumstance of Force Majeure causing the 
suspension of performance are excused as a result of 
the Force Majeure; and
(iv)	the Affected Party uses all reasonable efforts to 
mitigate the impact of the circumstance of Force 
Majeure and to remedy its inability to perform as 
quickly as possible; and
(v)	immediately after the end of the circumstance of 
Force Majeure the Affected Party notifies the other 
parties in writing of the same and resumes 
performance of its obligations under this Agreement.

PART XII: DISPUTES
37. DISPUTES
37.1 Save where expressly stated in this Agreement to the 
contrary, and subject to any contrary provision of the Act, 
any licence issued pursuant to the Act or the Electricity 
Supply Regulations 1988 (or any other regulations made 
under Section 29 of the Act), or the rights, powers, duties 
and obligations of the Director or Secretary of State under 
the Act, any such licence or otherwise howsoever, any 
dispute or difference of whatever nature and howsoever 
arising under, out of or in connection with this Agreement 
(a "Dispute") shall be resolved according to the provisions 
of this Clause 37.
Contract Management
37.2 Any party shall  refer a Dispute to the Contract Managers, 
by notice in writing to all other parties to the Agreement 
who are party to the Dispute (the party referring the 
Dispute and the other parties to the Dispute each being a 
"Disputing Party").  The Contract Managers of the 
Disputing Parties shall endeavour to resolve the Dispute 
between them.  The Contract Managers of the Disputing 
Parties shall have authority to negotiate in relation to and to 
resolve the Dispute including authority to bind the party 
nominating them provided that neither the Contract 
Manager nominated by the Pool Agent nor the Contract 
Manager nominated by SESL shall have any authority to 
bind the party nominating them or (in the case of the 
Contract Manager nominated by the Pool Agent) the Pool 
Members or (in the case of the Contract Manager 
nominated by SESL) the parties to the Settlement 
Agreement for Scotland.  Subject to the foregoing proviso, 
the joint and unanimous decision of the Contract Managers 
of the Disputing Parties shall be binding upon the parties to 
the Dispute.
Disputes Committee
37.3 MEC shall constitute a sub-committee ("the Disputes 
Committee") whose rules and procedures:
37.3.1 shall be issued by MEC from time to time;
37.3.2 shall be subject to and in accordance with the 
principles set out in Clause 37.6;
37.3.3 shall be binding on the parties so that the parties 
shall be obliged to and shall comply with their 
obligations under such rules and procedures and, 
subject to any subsequent award in any Electricity 
Arbitration Association ("EAA") arbitration in 
relation to a Dispute or judgment in the event of a 
Third Party Claim (as defined below), shall be 
obliged to and shall comply with any decision made 
by the Disputes Committee pursuant to this Clause 
37 and/or such rules and procedures.
37.4 Subject to review by MEC no earlier than 12 months or as 
MEC otherwise decides and completed no later than 15 
months after the start of Controlled Market Start-Up for the 
Host PES that is the first Host PES to commence 
Controlled Market Start-Up the costs of constituting and 
maintaining the Disputes Committee and the costs of the 
Disputes Committee in relation to any particular Dispute 
shall be recovered by MEC as costs and expenses of MEC 
in accordance with the provisions of Clause 8.
37.5 If the Contract Managers are unable to resolve a Dispute 
within 10 Working Days of the reference of a Dispute to 
them then any Disputing Party  may refer the Dispute to the 
Disputes Committee by notice in writing to all Disputing 
Parties.
37.6 The rules of the Disputes Committee shall be subject to and 
in accordance with the following principles:
37.6.1 The Disputes Committee shall not act as expert or 
arbitrator;
37.6.2 decisions of the Disputes Committee shall be binding 
upon the Disputing Parties unless and until one of 
the Disputing Parties  refers the Dispute to 
arbitration pursuant to clause 37.7;
37.6.3 the Disputing Parties shall be able to make written 
and oral submissions to the Disputes Committee in 
relation to all matters of fact and law in relation to 
that Dispute, including the interpretation and 
application of this Agreement;
37.6.4 the Disputing Parties shall not be entitled to have 
legal or other representation before the Disputes 
Committee provided that nothing in this Clause 
37.6.4 or otherwise shall prevent a Disputing Party 
from adducing any evidence, including expert 
evidence, before the Disputes Committee, whether 
that evidence or expert evidence is from the 
Disputing Party's employee, contractor, sub-
contractor, agent or otherwise;
37.6.5 the parties shall be entitled, but not obliged,  to take 
legal or other advice when preparing submissions or 
evidence for the Disputes Committee;
37.6.6 the Disputes Committee shall be entitled to make 
such enquiries into matters of fact and law and take 
such advice in relation to such matters as it sees fit;
37.6.7 subject to rules and procedures made or amended 
from time to time by MEC, the Disputes Committee 
shall be entitled to regulate its own procedure and in 
particular, subject to Clause 37.6.8 and taking into 
account all of the conditions of the Dispute including 
its value and the nature, complexity and importance 
to the Disputing Parties of the issues raised in the 
Dispute, to act by considering documentary 
submissions only or by hearing submissions from the 
Disputing Parties in relation to the Dispute;
37.6.8 MEC shall, if it sees fit, specify from time to time 
classes of Dispute and/or values of Dispute which 
are only to be considered by the Disputes 
Committee on a documents only basis or which are 
to be considered by the Disputes Committee only 
after hearing submissions from the parties to the 
Dispute;
37.6.9 where the Disputes Committee hears submissions 
from the parties to a Dispute, it shall be entitled to 
regulate the time taken by the parties in making such 
submissions;
37.6.10 all parties to this Agreement, whether Disputing 
Parties in relation to a particular Dispute or not, 
shall co-operate fully with any enquiry from the 
Disputes Committee, which co-operation shall 
include attending any hearing of the Disputes 
Committee that the Disputes Committee may ask a 
party to attend and providing such evidence or 
information in relation to a Dispute as a party may 
hold pursuant to this Agreement or to its obligations 
under this Agreement;
37.6.11 if a Disputing Party fails or refuses to attend a 
hearing of the Disputes Committee in relation to the 
relevant Dispute or fails or refuses to provide 
information as described in Clause 37.6.10 in 
relation to the relevant Dispute the Disputes 
Committee shall be entitled to proceed with its 
consideration of the Dispute and to make its 
decision in relation to the Dispute notwithstanding 
such failure or refusal and to make such adverse 
inferences from such failure or refusal against that 
Disputing Party as it sees fit;
37.6.12 all parties shall bear their own costs of and 
occasioned by the reference of the Dispute to the 
Disputes Committee and for the avoidance of doubt 
no charge shall be made by any party for the 
attendance of any of its employees at the Disputes 
Committee to give evidence or information or to sit 
on the Disputes Committee;
37.6.13 any Disputing Party may terminate the proceedings 
of the Disputes Committee in relation to a particular 
Dispute by notice in writing to all other Disputing 
Parties if a Third Party Claim (as defined below) 
arises before or during the Disputes Committee's 
proceedings, in which case the Dispute shall be 
subject to determination by the court and any 
Disputing Party may commence proceedings before 
the court pursuant to Clause 37.9;
37.6.14 the Disputing Parties may agree, at any time, to 
withdraw a Dispute from the Disputes Committee 
on such terms as the Disputing Parties may agree, 
including the referral of the Dispute to EAA 
arbitration;
37.6.15 the Disputes Committee shall have a standing 
membership of suitably qualified individuals 
including a Chairman and Vice-Chairman who shall 
be available to convene the Disputes Committee at 
all times;
37.6.16 the members of the Disputes Committee need not be 
independent of the parties to this Agreement but the 
members of the Disputes Committee for any given 
Dispute shall be independent of the Disputing Parties 
to that Dispute and shall act impartially in relation to 
the Dispute;
37.6.17 the Disputes Committee shall notify the Disputing 
Parties and MEC in writing of its decision in relation 
to a Dispute, along with its full reasons for that 
decision (the decision and the reasons for it together 
being a "Decision"), within 25 Working Days of the 
reference of a Dispute to it, following which MEC 
shall prepare and circulate to all parties to this 
Agreement a summary of the Decision, provided 
that such summary shall be prepared so that, so far 
as is possible, no Disputing Party may be identified 
from it and so that it does not include any 
commercially sensitive information;
37.6.18 subject to the additional provisions of Clause 
37.6.19, and subject to MEC's obligation to circulate 
summaries of Decisions pursuant to Clause 37.6.17, 
all information relating to the proceedings of the 
Disputes Committee shall be Confidential 
Information and the members of the Disputes 
Committee shall be required to undertake to keep 
the proceedings of the Disputes Committee 
confidential subject to the exceptions and 
restrictions set out in Clause 35; and
37.6.19 the proceedings of the Disputes Committee and, if 
the Dispute is referred to arbitration pursuant to 
Clause 37.7 or to the court pursuant to Clause 37.9, 
the Decision shall be without prejudice and the 
parties shall not call any member of the Disputes 
Committee to give evidence at any arbitration or in 
any litigation before any court of competent 
jurisdiction save to enforce a Decision.
Arbitration
37.7 Following notification of the Disputes Committee's Decision 
in relation to a Dispute pursuant to clause 37.6.17, or upon 
the failure of the Disputes Committee to notify the 
Disputing Parties of its Decision pursuant to Clause 37.6.17 
within 25 Working Days of the reference of the Dispute to 
it, any Disputing Party may refer the Dispute to arbitration 
pursuant to the arbitration rules of the EAA within 15 
Working Days after the date of notification of the Decision 
or within 15 Working Days after the date by which the 
Disputes Committee ought to have but failed to notify the 
Disputing Parties of its Decision.
37.8 Whatever the nationality residence or domicile of any 
Disputing Party and wherever the Dispute 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 England and Wales 
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.
37.9 Subject always to clause 37.11, if any consumer of 
electricity (the "Consumer") brings any legal proceedings in 
any court against any party (the "Defendant Party") and the 
Defendant Party wishes to make a Third Party Claim (as 
defined in clause 37.10) against another party which would 
but for this clause 37.9 have been a Dispute referred to 
arbitration by virtue of clause 37.7 then, notwithstanding the 
provisions of Clause 37.7 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 Consumer and the Defendant 
Party but also between either or both of them and the other 
party whether by way of third party proceedings or 
otherwise as may be ordered by the court.
37.10 For the purposes of this clause 37 "Third Party Claim" shall 
mean:
37.10.1 any claim by a Defendant Party against another party 
(whether or not already a party to the legal 
proceedings) for any contribution or indemnity; or
37.10.2 any claim by a Defendant Party against another party 
for any relief or remedy relating to or connected 
with the subject matter of the legal proceedings and 
substantially the same as some relief or remedy 
claimed by the Consumer; or
37.10.3 any requirement by a Defendant Party that any 
question or issue relating to or connected with the 
subject matter of the legal proceedings should be 
determined not only as between the Consumer and 
the Defendant Party but also as between either or 
both of them and the other party (whether or not 
already a party to the legal proceedings).
37.11 Clause 37.9 shall apply notwithstanding the reference of the 
Dispute to the Disputes Committee but, subject thereto, 
only if at the time the legal proceedings are commenced no 
arbitration has been commenced between the Defendant 
Party and the other party raising or involving the same or 
substantially the same issues as would be raised by or 
involved in the Third Party Claim.  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.
37.12 Notwithstanding the provisions of the rest of this Clause 37, 
any party may apply at any time to any court of competent 
jurisdiction for any emergency interim interlocutory relief as 
may be necessary.

PART XIII: MISCELLANEOUS
38. DEROGATIONS
38.1 Subject to Clause 38.2, MEC may resolve to grant a 
derogation to any party or parties in relation to any 
obligation contained in this Agreement, which may be 
subject to conditions and shall specify the term, scope and 
application of such derogation, and may amend or retract 
any such derogation, or any such conditions relating thereto, 
from time to time as it sees fit.
38.2 Where any derogation granted by MEC pursuant to Clause 
38.1 relates to any of the Priority Provisions that derogation 
shall not take effect unless and until (and then only to the 
extent that):
38.2.1 in England and Wales, a derogation given by the 
relevant forum under the Pooling and Settlement 
Agreement in relation to the equivalent obligations if 
any under the Pooling and Settlement Agreement, 
comes into effect;or
38.2.2 in Scotland the derogation granted by MEC is 
approved by the relevant forum under the Settlement 
Agreement for Scotland or SESL, as appropriate.
38.3 A party may, by notice in writing to the Secretary, apply to 
MEC for a derogation pursuant to Clause 38.1 
("Application for Derogation").  Where a party makes an 
Application for Derogation, it shall, at the same time, send a 
copy of such Application for Derogation to the Director.
38.4 Where the Secretary receives an Application for Derogation 
from a party pursuant to Clause 38.3, it shall ensure that the 
Application for Derogation is added to the agenda for the 
next MEC meeting, and shall give notice to all parties, at 
least 10 Working Days prior to the MEC meeting at which 
the application is to be considered, stating:
38.4.1 that the Application for Derogation has been made, 
setting out the terms of the derogation sought, and 
the identity of the party making the Application for 
Derogation; and
38.4.2 the time (not being less than 10 Working Days from 
the date on which notice is provided) within which 
parties may make representations or objections with 
respect to the derogation which has been applied 
for.
Where any comments are received pursuant to Clause 
38.4.2, the Secretariat shall ensure that copies of those 
comments are provided to all MEC Members and the 
Director prior to the relevant MEC meeting at which the 
Application for Derogation is to be considered.
38.5 Subject to Clause 38.2 where a party is granted a 
derogation by MEC in accordance with this Clause 38, that 
party shall be excused from complying with the obligations 
specified in the terms of that derogation, and shall be 
deemed not to be in breach of this Agreement for failing to 
comply with the relevant obligations for the term of the 
derogation, but shall be required to comply with any 
modified obligations which are specified as a condition of 
the derogation.
39. TRANSITIONAL ARRANGEMENTS
39.1 The parties acknowledge and agree that the MRA may 
require amendment to deal with the matters described or 
referred to in Schedule 12 after the date of this Agreement.  
The parties undertake with each other to use all reasonable 
endeavours to consider the matters set out in Schedule 12 
and to agree any appropriate amendments to this Agreement 
as soon as reasonably practicable after the date of this 
Agreement.
39.2 For each of the matters listed in Schedule 12, MEC shall 
consider or establish a sub-committee to consider the 
appropriate method for dealing with such matter.  The sub-
committee shall prepare a report setting out its 
recommendations for:
39.2.1 appropriate amendments to this Agreement; and
39.2.2 the appropriate means for implementing any 
recommended amendment to this Agreement 
pursuant to Clause 9.  Such recommendations shall 
reflect the principles (if any) set out in of Schedule 
12 in relation to the relevant matter.
If any member of the sub-committee disagrees with any of 
the recommendations made in the report, the report shall set 
out the reasons for such disagreement and any alternative 
proposals of the relevant sub-committee member.

39.3 MEC shall consider the recommendations of the sub-
committee contained in the report prepared pursuant to 
Clause 39.2 and, if they approve the recommendation, such 
recommendations shall be deemed to be a Change Proposal 
to change this Agreement received by MEC in accordance 
with Clause 9.
40. RESTRICTIVE TRADE PRACTICES ACT
To the extent that any provision of this Agreement or of any 
arrangement of which it forms part constitutes a restriction or 
information provision within the meaning of the Restrictive Trade 
Practices Act 1976 (the "RTPA") so as to render this Agreement 
or that arrangement (as the case may be) registrable under the 
RTPA, no such restriction or information provision shall take effect 
until the earlier of:
40.1 the day after particulars of this Agreement or that 
arrangement have been furnished to the Director General of 
Fair Trading in accordance with the RTPA; or
40.2 the day after the Secretary of State has granted an 
exemption pursuant to Section 100 of the Electricity Act 
1989 in respect of this Agreement or that arrangement.
41. CONTRACT MANAGEMENT
41.1 Each party shall appoint an appropriate person (each a 
"Contract Manager" and together the "Contract 
Managers") to manage all matters arising under or in 
connection with this Agreement and to monitor the general 
operation of this Agreement.
41.2 Each Contract Manager appointed by a party shall ensure 
that procedures are in place in respect of that party to 
ensure that there is adequate support for operations 
provided under this Agreement and timely resolution of 
problems that may occur including a point of contact to 
process and resolve such problems.
41.3 At times determined by MEC a meeting of Contract 
Managers shall be convened to consider each of the reports 
contained in Clause 27.7 in relation to:
41.3.1 performance against Service Levels; and
41.3.2 issues arising from those reports and actions to 
remedy any problems arising from those reports.
41.4 Each party shall notify the others in accordance with the 
provisions of Clause 46 of the name and contact details of 
the Contract Manager appointed by it for the purposes of 
this Agreement from time to time.
42. ENTIRE AGREEMENT
42.1 This Agreement and any document referred to herein 
represents the entire understanding, and constitutes the 
whole agreement, in relation to its subject matter and 
supersedes any previous agreement between the parties with 
respect thereto and without prejudice to the generality of 
the foregoing excludes any warranty, condition or other 
undertaking implied at law or by custom.
42.2 Each party confirms that, except as provided in this 
Agreement and without prejudice to any liability for 
fraudulent misrepresentation, no party has relied on any 
representation, warranty or undertaking which is not 
contained in this Agreement or any document referred to 
herein.
43. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or 
unenforceable by a judgment or decision of any court of competent 
jurisdiction or any authority (including the Director) whose 
decisions shall be binding on the parties, the same shall be deemed 
to be severable and the remainder of this Agreement shall remain 
valid and enforceable to the fullest extent permitted by law.  In any 
such case, the parties will negotiate in good faith with a view to 
agreeing one or more provisions which may be substituted for such 
invalid or unenforceable provision in order to give effect, so far as 
practicable, to the spirit of this Agreement.
44. WAIVERS
The failure by any party to exercise, or the delay by any party in 
exercising, any right, power, privilege or remedy provided by this 
Agreement or by law shall not constitute a waiver thereof nor of 
any other right, power, privilege or remedy.  No single or partial 
exercise of any such right, power, privilege or remedy shall 
preclude any further exercise thereof or the exercise of any other 
right, power, privilege or remedy.
45. DATA TRANSFER
45.1 Where Schedule 3 specifies a Data Transfer Catalogue 
reference number in relation to any notice, request or other 
communication, such notice, request or communication shall 
be sent in the format and with the content described under 
such reference in the Data Transfer Catalogue, as amended 
from time to time, and shall be transmitted by the means 
specified in Schedule 3.
45.2 Nothing in this Agreement shall prevent any two parties 
from agreeing to the use of an alternative method of 
transmission for any communication between those two 
parties from that set out in Schedule 3, whereupon the 
terms of this Clause 45 shall not apply to that notice, 
request or other communication.
45.3 Where this Agreement requires any notice, request or other 
communication to be sent via the Data Transfer Network, 
the relevant Message shall be addressed to the appropriate 
Market Domain ID.
45.4 Where this Agreement requires any notice, request or other 
communication to be sent via the Data Transfer Network, 
the party or Data Aggregator sending the Message shall be 
responsible for ensuring that it reaches the relevant Gateway 
within any time period laid down in this Agreement for the 
provision of such notice, request or communication (and 
any such message shall be deemed received by the recipient 
at the point in time it is delivered to the recipient's 
Gateway).  Provided that the party or Data Aggregator 
sending a Message shall have no obligation to ensure receipt 
where the intended recipient has failed, contrary to the Data 
Transfer Service Agreement, to remove or process all 
Messages delivered to its Gateway and to ensure that such 
Messages are made available to its internal systems as 
expeditiously as possible so that the Gateway is able to 
continue to process incoming and outgoing Messages.
45.5 Where any provision of this Agreement refers to receipt of a 
Message or notification by a Host PES pursuant to Clauses 
15.10, 15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 20.11, 
21.1, 24.1, 24.3 or 24.5 the date of such receipt shall be 
deemed to be the date on which it is received where such 
Message or notification is received prior to 18:00 hours on 
an Operational Working Day.  Where such Message or 
notification is received at or after 18:00 hours on an 
Operational Working Day, the date of receipt of such 
Message or notification shall be deemed to be the next 
Operational Working Day.
45.6 If the Data Transfer Network or any relevant part of such 
network is at any time for any reason unavailable for the 
sending of Messages between any affected parties, then 
during the period of unavailability:
45.6.1 the parties shall use 8mm DAT tape to send any 
notice, request or other communication that this 
Agreement would otherwise require to be sent via 
the Data Transfer Network and take reasonable 
steps to process any notices, requests or other 
communications received within their own systems 
as promptly as possible;
45.6.2 where other means are used in accordance with 
Clause 45.6.1, the parties shall be relieved from any 
service levels set out in this Agreement relating to 
any affected notice, request or other communication 
(except to the extent that this Agreement expressly 
provides for alternative levels in such circumstances) 
but shall use their reasonable endeavours to send 
such notice request or other communication as soon 
as reasonably practicable; and
45.6.3 to the extent that no such other means are 
practicable given the nature of the communication 
and the surrounding circumstances, such 
unavailability of the Data Transfer Network shall be 
deemed (to the extent not caused by a breach by any 
party of the Data Transfer Service Agreement) to 
constitute a circumstance of Force Majeure for the 
purposes of this Agreement.
45.7 Where any party, in breach of its obligation under Clause 
45.1 fails to deliver any notice request or other 
communication to the relevant Gateway and such failure 
occurs for reasons outside that party's direct control, the 
breaching party shall have no liability to the other in respect 
of such breach and the parties shall rely instead upon the 
provisions of the Data Transfer Service Agreement.
46. NOTICES
46.1 Each Supplier shall notify the Host PES as soon as 
reasonably practicable of the address and fax number for 
each Data Aggregator that it has appointed in relation to 
Metering Points for which it is Registered.
46.2 Save as provided in Clause 45, any notice, request or other 
communication to be made by a party or Data Aggregator 
to another party or Data Aggregator under or in connection 
with this Agreement shall be in writing and shall be 
delivered personally or sent by first class post, courier or fax 
with a copy to be sent by first class post to that person's 
address or fax number as included in Schedule 1 as may be 
varied from time to time by notice from a party to all other 
parties (marked for the attention of the Contract Managers) 
or notified under Clause 46.1.
46.3 Unless otherwise stated in this Agreement, a notice, request 
or other communication sent in accordance with Clause 
46.2 shall be deemed received:
46.3.1 if delivered personally, when left at the address 
referred to above;
46.3.2 if sent by post, 2 Operational Working Days after 
the date of posting; and
46.3.3 if sent by fax, upon production by the sender's 
equipment of a transmission report indicating that 
the fax was sent to the fax number of the recipient in 
full without error.
47. ASSIGNMENT AND SUB-CONTRACTING
47.1 Subject to Clause 47.2, and except as provided elsewhere in 
this Agreement no party shall assign any of its rights under 
this Agreement without the prior written consent of all 
other parties to this Agreement, such consent not to be 
unreasonably withheld.
47.2 Any party may sub-contract or delegate the performance of 
all or any of its obligations under this Agreement to any 
appropriately qualified and experienced third party, but shall 
at all times remain liable to any other party in relation to all 
sub-contracted or delegated obligations.
47.3 Each Supplier shall notify the relevant Host PES, on 
request, of any subcontractors appointed by it for the 
purposes of this Agreement.
47.4 Each Host PES shall notify the relevant Supplier, on request 
of, any subcontractors appointed by it for the purposes of 
this Agreement.
48. COUNTERPARTS
This Agreement may be executed in any number of counterparts 
each of which when executed and delivered shall be an original, but 
all the counterparts together shall constitute the same document
49. GOVERNING LAW
49.1 This Agreement is governed by, and shall be construed in 
accordance with, English law.
49.2 Each party agrees that without preventing any other mode 
of service, any document in an action (including any writ of 
summons or other originating process or any third or other 
party notice) may be served on any party by being delivered 
to or left for that party at its address for service of notices 
under Clause 46 and each party undertakes to maintain such 
an address at all times in the United Kingdom and to notify 
the other party in advance of any change from time to time 
of the details of such address in the manner prescribed in 
Clause 46.


SCHEDULE 1

Parties


Part 1

HOST PESs

(a) EAST MIDLANDS ELECTRICITY PLC (Registered No. 
2366923) whose registered office is at PO Box 44 Wollaton, 
Nottingham,  NG8 IE2
(b) EASTERN ELECTRICITY PLC (Registered No. 2366906) 
whose registered office is at Wherstead Park, Wherstead, Ipswich, 
Suffolk, IP9  2AQ
(c) LONDON ELECTRICITY PLC (Registered No. 2366852) 
whose registered office is at Templar House, 81-87 High Holborn, 
London, WC1V  6NU
(d) MANWEB PLC (Registered No. 2366937) whose registered 
office is at Manweb House, Kingsfield Court, Chester Business 
Park, Chester, CH4 9RF
(e) MIDLANDS ELECTRICITY PLC (Registered No. 2366928) 
whose registered office is at Mucklow Hill, Halesowen, West 
Midlands, B62 8BP
(f) NORTHERN ELECTRIC PLC (Registered No. 2366942) whose 
registered office is at Carliol House, Newcastle upon Tyne, NE99  
6NE
(g) NORWEB PLC (Registered No. 2366949) whose registered office 
is at PO Box 14, 410 Birchwood Boulevard, Warrington WA3 79A
(h) SCOTTISH HYDRO-ELECTRIC PLC (Registered No. 
117119) whose registered office is at 10 Dunkeld Road, Perth, PH1 
5WA
(i) SCOTTISH POWER PLC (Registered No. 117 120) whose 
registered office is at Corporate Offices, 1 Atlantic Quay, Glasgow, 
G2  8SP
(j) SEEBOARD PLC (Registered No. 2366867) whose registered 
office is at Forest Gate, Brighton Road, Crawley, West Sussex, 
RH11  9BH
(k) SOUTH WALES ELECTRICITY PLC (Registered No. 
2366985) whose registered office is at Newport Road, St Mellons, 
Cardiff, CF3  9XW
(l) SOUTH WESTERN ELECTRICITY PLC (Registered No. 
2366894) whose registered office is at 800 Park Avenue, Aztec 
Way, Almondsbury, Nr Bristol, BS32  4SE
(m) SOUTHERN ELECTRIC PLC (Registered No. 2366879) whose 
registered office is at Westacott Way, Littlewick Green, 
Maidenhead, Berkshire, SL6  3QB
(n) YORKSHIRE ELECTRICITY GROUP PLC (Registered No. 
2366995) whose registered office is at Wetherby Road, Scarcroft, 
Leeds, LS14  3HS


Part 2

SUPPLIERS

(a) BRITISH GAS TRADING LIMITED (Registered No. 3078711) 
whose registered office is at Charter Court, 50 Windsor Road, 
Slough, Berkshire SL1 2HA
(b) EAST MIDLANDS ELECTRICITY PLC (Registered No. 
2366923) whose registered office is at PO Box 44, Wollaton,  
Nottingham, NG8 IE2
(c) EASTERN ELECTRICITY PLC (Registered No. 2366906) 
whose registered office is at Wherstead Park, Wherstead, Ipswich, 
Suffolk, IP9  2AQ
(d) LONDON ELECTRICITY PLC (Registered No. 2366857) 
whose registered office is at Templar House, 81-87 High Holborn, 
London, WC1V  6NU
(e) MANWEB PLC (Registered No. 2366937) whose registered 
office is at Manweb House, Kingsfield Court, Chester Business 
Park, Chester, CH4 9RF
(f) MIDLANDS ELECTRICITY PLC (Registered No. 2366928) 
whose registered office is at Mucklow Hill, Halesowen, West 
Midlands, B62 8BP
(g) NATIONAL POWER PLC (Registered No. 2366963 ) whose 
registered office is at Windmill Hill Business Park, Whitehill Way, 
Swindon, Wiltshire, SN5 6PB
(h) NORTHERN ELECTRIC PLC (Registered No. 2366942) whose 
registered office is at Carliol House, Newcastle upon Tyne, NE99  
6NE
(i) NORWEB PLC (Registered No. 2366949) whose registered office 
is at PO Box 14, 410 Birchwood Boulevard, Warrington, WA3 
79A
(j) NUCLEAR ELECTRIC LTD (Registered No. 3076445) whose 
registered office is at Barnett Way, Barnwood, Gloucester, GL4  
7RS
(k) POWERGEN PLC (Registered No. 2366970) whose registered 
office is at 53 New Broad Street, London EC2M 1JJ
(l) SCOTTISH HYDRO-ELECTRIC PLC (Registered No. 
117119) whose registered office is at 10 Dunkeld Road, Perth, PH1  
5WA
(m) SCOTTISH POWER PLC (Registered No. 117120) whose 
registered office is at Corporate Offices, 1 Atlantic Quay, Glasgow, 
G2  8SP
(n) SEEBOARD PLC (Registered No. 2366867) whose registered 
office is at Forest Gate, Brighton Road, Crawley, West Sussex, 
RH11  9BH
(o) SOUTH WALES ELECTRICITY PLC (Registered No. 
2366985) whose registered office is at Newport Road, St Mellons, 
Cardiff, CF3  9XW
(p) SOUTH WESTERN ELECTRICITY PLC (Registered No. 
2366894) whose registered office is at 800 Park Avenue, Aztec 
West, Almondsbury, Bristol, BS32  4SE
(q) SOUTHERN ELECTRIC PLC (Registered No.2366879) whose 
registered office is at Westacott Way, Littlewick Green, 
Maidenhead, Berkshire, SL6  3QB
(r) YORKSHIRE ELECTRICITY GROUP PLC (Registered 
No.2366995) whose registered office is at Wetherby Road, 
Scarcroft, Leeds, LS14  3HS
<PAGE>
SCHEDULE 2

Metering Point Administration Data

<TABLE>
<CAPTION>
MPAD  Supply Number  Supply Number core Data Item                 DTC Reference   Responsibility for 
                                                                                  Provision and
                                                                                  Maintenance
<S>       <S>            <S>             <C>                      <S>             <C>                      
1         1              1               Distribution business Id                 Host PES Distribution Business

2         2              2               Unique reference          J0003          Host PES Distribution Business
3         3              3               Check Digit                              Host PES Distribution Business
4         4                              Profile Class Id          J0071          Supplier
4A                                       Effective from Settlement
                                          Date (MSPC)              J0308          Supplier
5         5                              Meter/Timeswitch Code     J0220          Supplier
5A                                       Meter/Timeswitch Class 
                                          Effective from Date      J0301          Supplier
6         6                              Line Loss Factor (LLF)
                                          /DUoS Code               J0147          Host PES Distribution Business
6A                                       Effective from Settlement
                                           Date (MSLLFC)           J0658          Host PES Distribution Business
7                                        Change of Tenancy 
                                           Indicator               J0215          Supplier
8                                        Supplier Id               J0002          Supplier
9                                        Metering Point Address    J1036/J1044    Host PES Distribution Business
9A                                       Metering Point Postcode   J0263          Host PES Distribution Business
10                                       Supply Start Date         J0049          Supplier
11                                       Meter Operator Id         J0178          Supplier
11A                                      Meter Operator Type       J0675          Supplier
11B                                      Effective from Date (MOA) J0210          Supplier
12                                       Data Collector Id         J0205          Supplier
12A                                      Data Collector Type       J0218          Supplier
12B                                      Effective from Date (DCA) J0219          Supplier
13                                       Data Aggregator Id        J0183          Supplier
13A                                      Data Aggregator Type      J0163          Supplier
13B                                      Effective from 
                                          Settlement Date (DAA)    J0334          Supplier
14                                       Energisation Status       J0080          Supplier
14A                                      Effective from 
                                          Settlement Date (MSES)   J0297          Supplier
15                                       GSP Group Id (in England 
                                          and Wales) or BSP Group
                                          Id (in Scotland)         J0066          Host PES Distribution Business
15A                                      Effective from Settlement
                                          Date (MSGG)              J0306          Host PES Distribution Business
16                                       Measurement Class Id      J0082          Supplier
16A                                      Effective from 
                                          Settlement Date (MSMC)   J0307          Supplier
17                                       Standard Settlement
                                          Configuration Identifier J0076          Supplier
17A                                      Effective from Settlement
                                          Date (SCON)              J0300          Supplier
18                                       1998 Trading Arrangement
                                           Indicator                              Host PES Distribution Business
19                                       ERS Metering System Id 
                                           (if relevant)                          Host PES Distribution Business
20                                       Disconnection Date                       Host PES Distribution Business

</TABLE>
<PAGE>
SCHEDULE 3
Event Log
In the following table:
(A)	"DTC ref" means the relevant reference number in the Data 
Transfer Catalogue Version 4.0;
(B)	"DTN" means the Data Transfer Network; and
(C)	the descriptions of the data flows concerned under "Message" are 
for ease of reference only and shall not affect the obligations of any 
party under the relevant provisions of this Agreement.
MRA Event Log Notes

ROWS:

Each row represents a distinct information flow between two 
parties.

The scope of the event log, in terms of what flows are included, is 
as follows:

1)  All DTC-defined flows marked in that document as to or from 
`MPAS' (or `PRS Agent') are included.
 
2)  Flows from the Distribution Business to the MPAS Registration 
System are restricted to include only such logical flows as the 
MPAS Registration System requires to correctly maintain that 
data which is the responsibility of the Distribution Business.  No 
constraints are made on the mechanisms and formats for such 
flows, and rejection mechanisms are not considered.
 
3)  Flows from the MPAS Registration System to the Distribution 
Business are not included.  It is assumed that the Distribution 
Business will have access to MPAS data as and when required, 
by means that are specific to the individual PES concerned.
 

COLUMNS:

Flow No:

This provides a unique reference to each flow (row) in the event 
log.  This reference will be maintained across all revisions of the 
event log.


MRA ref:

This references the appropriate section(s) in the body of this 
Agreement.

The rows are ordered generally by Clause order, but in such a way 
that rows related to the same event (see below) are in contiguous 
order. 

Event:

This identifies a business-level event and allows to group related 
information flows.

From/To:

Identifies the parties involved:

CUST = 	Customer
DA = 		Data Aggregator
DB = 		Distribution Business
MDDM = 	Market Domain Data Management
MPAS =	Metering Point Administration Service
SSA =		Settlement System Administrator
SUP =		Supplier

and, where applicable, the status of the party (for SUP and DA 
only):

(old) -		qualifies the incumbent party in the context 
of Clause 15
(new) -		qualifies the prospective new party in the 
context of Clause 15
(future) - 	qualifies parties, if any, whose effective from 
dates are greater than the date associated 
with the event.  There may be more than one 
such party.
(next) - 	is the same as (future), but is restricted to a 
single instance.

Note:  Both (future) and (next) exclude any Supplier (and 
their associated DAs) where the registration status is 
`Objected'.

DTC Ref:

Refers to the Data Transfer Catalogue - version 4.0.

Instr Type:

Refers to data item J0723, Instruction Type, in the DTC.

Method:

Indicates the transmission mechanism.

Notes:

Refers to the detailed notes given below:


Note 1	Some MPAS Registration Systems may also accept an SP04 
Instruction Type in this instance of the D0055 flow.

Note 2	Some MPAS Registration Systems may also accept an SP01 
Instruction Type in this instance of the D0055 flow.

Note 3  Some MPAS Registration Systems do not support the use 
of D0171 flows (in these specific scenarios) and so do not 
necessarily inform the supplier of every change of LLF 
Class and GSP Group (see also note 5).

Note 4  Some MPAS Registration Systems may provide only the 
latest change of LLF Class and GSP Group (flows D0089 
and D0217).

Note 5  The distinctions between SP28/29 and between SP26/27 
(i.e. current and future) Instruction Types in D0171 is 
subject to differences between MPAS Registration Systems.

Note 6  Flow D0205 allows a party to simultaneously specify a full 
set of events types, each with potentially different 'effective 
from' dates.  This can give rise to complex situations which 
may be handled differently by the different MPAS 
Registration Systems.

Note 7  After an 'incomplete' D0055 for a previously non-trading 
Supply Number, D0205 may be used to drip-feed the 
missing supplier data.  Only when an energisation status is 
supplied will the Supply Number commence trading, and the 
DA will be informed (the DA is never sent incomplete data).

Note 8  Management of transfers from ERS is currently under 
discussion between the Pool and the Registration System 
developers.

<PAGE>
<TABLE>
<CAPTION>
Flow No MRA ref Event              From       To       DTC Ref.    Instr Type       Description                   Method   Notes
<S>     <S>     <C>                <C>        <C>      <S>         <S>              <C>                           <C>      <S>      
0010    15.10   Change of Supplier SUP (new)  MPAS     D0055       SP04             Registration of Change
                                                                                     of Supplier                  DTN      2
0020    15.12   Change of Supplier MPAS       SUP(new) D0057       SP32             Rejection with Reason Code(s) DTN
0030    15.10   Change of Supplier MPAS       SUP(new) D0217       SP40             Acceptance of Change
                                                                                     of Supplier registration     DTN
0040    15.10   Change of Supplier MPAS       SUP(new) D0260       SP43             Old Supplier's 
                                                                                     Registration Details         DTN4
0050    15.10   Change of Supplier MPAS       SUP(new) D0171       SP28/29          Future Distribution 
                                                                                     changes (LLF Class,GSP Group)DTN3,5
0060    15.10   Change of Supplier MPAS       SUP(old) D0058       SP45             Notification of
                                                                                     termination of Registration  DTN
0070    15.10   Change of Supplier MPAS       DA(old)  D0209       NH/HH01          Appointment End               DTN
0080    15.10   Change of Supplier MPAS       DA(new)  D0209       NH/HH01          Appointment Start             DTN
0090    15.10   Change of Supplier MPAS       DA(old)
                                               (future)D0209       NH/HH01          Appointment Cancellation      DTN
0100    16.7    CoS Objection      SUP (old)  MPAS     D0064       SP05             Notice of Objection           DTN
0110    16.7    CoS Objection      MPAS       SUP(old) D0066       SP33             Rejection with Reason Code(s) DTN
0120    16.7    CoS Objection      MPAS       SUP(old) D0065       SP50             Confirmation of Objection     DTN
0130    16.7    CoS Objection      MPAS       SUP(old) D0171       SP29             Distribution changes          DTN 3,5
0140    16.7    CoS Objection      MPAS       SUP(old) D0089       SP51             New Supplier effective
                                                                                     MP changes                   DTN 4
0150    16.7    CoS Objection      MPAS       SUP(new) D0067       SP53             Notification of Objection     DTN
0160    16.7    CoS Objection      MPAS       DA(old)  D0209       NH/HH01          Appointment (Re)start         DTN
0170    16.7    CoS Objection      MPAS       DA(old)
                                               (future)D0209       NH/HH01          Appointment Start             DTN
0180    16.7    CoS Objection      MPAS       DA (new) D0209       NH/HH01          Appointment Cancellation      DTN
0190    16.7    CoS Objection      MPAS       DA (new)
                                               (future)D0209       NH/HH01          Appointment Cancellation      DTN
0200    16.9    CoS Objection
                  Removal          SUP(old)   MPAS     D0068       SP06             Notice of Objection Removal   DTN
0210    16.9    CoS Objection
                  Removal          MPAS       SUP (old)D0069       SP34             Rejection with Reason Code(s) DTN
0220    16.9    CoS Objection
                  Removal          MPAS       SUP (old)D0090       SP65             Acceptance of
                                                                                      Objection Removal           DTN
0230    16.9    CoS Objection
                  Removal          MPAS       SUP (new)D0091       SP60             Notification of 
                                                                                      Objection Removal           DTN
0240    16.9    CoS Objection
                  Removal          MPAS       SUP(new) D0089       SP64             Old Supplier effective 
                                                                                      MP changes                  DTN 4
0250    16.9    CoS Objection
                  Removal          MPAS       SUP(new) D0259       SP66             Future changes made 
                                                                                      by Old Supplier             DTN
0260    16.9    CoS Objection
                  Removal          MPAS       SUP(new) D0171       SP28/29          Distribution changes
                                                                                     - post Supply
                                                                                    Start Date                    DTN 3,5
0270    16.9    CoS Objection
                  Removal          MPA        SDA(old) D0209       NH/HH01          Appointment End               DTN
0280    16.9    CoS Objection
                  Removal          MPA        SDA (old)
                                               (future)D0209       NH/HH01          Appointment Cancellation      DTN
0290    16.9    CoS Objection
                  Removal         MPAS        DA(new)  D0209       NH/HH01          Appointment Start             DTN
0300    16.9    CoS Objection
                  Removal         MPAS        DA(new)
                                               (future)D0209       NH/HH01          Appointment Start             DTN
0310    16.13   Expiry of
                  objection 
                  resolution
                  period         MPAS         SUP(old) D0092       SP70             Notification of expiry 
                                                                                    of objection resolution periodDTN
0320    16.13   Expiry of 
                  objection 
                  resolution 
                  period         MPAS         SUP(new) D0093       SP71             Notification of expiry of 
                                                                                    objection resolution period   DTN
0323    17.1    Contact
                  Notice         SUP(new)     MPAS     D0271       SP10             Request Contact Notice        DTN
0324    17.1    Contact Notice   SUP (old)    MPAS     D0271       SP10             Request Contact Notice        DTN
0325    17.1    Contact Notice   MPAS         SUP(new) D0272       SP14             Rejection with Reason Code(s) DTN
0326    17.1    Contact Notice   MPAS         SUP(old) D0272       SP14             Rejection with Reason Code(s) DTN
0327    17.1    Contact Notice   MPAS         SUP(new) D0273       SP15             Contact Notice                DTN
0328    17.1    Contact Notice                SUP(old) D0273       SP15             Contact Notice                DTN
0330    20.1    New Connection   DB           MPAS     none        DB01             New MPAN Details              internal
0340    20.5    Initial 
                 Registration    SUP          MPAS     D0055       SP01             Initial Registration 
                                                                                     - new connection             DTN  2
0350    12      Initial
                 Registration    SSA          MPAS     none        SP01             Initial Registration 
                                                                                     - ERS transfer               manual 7
0360    20.8    Initial 
                 Registration    MPAS         SUP      D0057       SP23             Rejection with Reason Codes   DTN
0370    20.5    Initial
                 Registration    MPAS         SUP      D0217       SP20             Acceptance of initial
                                                                                    registration                  DTN  4
0380    20.5    Initial
                 Registration    MPAS         SUP      D0171       SP29             Future Distribution changes
                                                                                    (LLF Class, GSP Group)        DTN  5
0390    20.5    Initial
                  Registration   MPAS         DA       D0209       NH/HH01          Appointment Start             DTN
0400    21.1    MPAN Discon-
                  nection        DB           MPAS     none        DB03             MPAN Disconnection            internal
0410    21.2    MPAN Discon-
                  nection        MPAS         SUP      D0171       SP27             MPAN Disconnection            DTN  5
0420    21.2    MPAN Discon-
                  nection        MPAS         SUP 
                                               (future)D0171       SP26             MPAN Disconnection            DTN  5 
0430    21.2    MPAN Discon-
                  nection        MPAS         DA       D0209       NH/HH01          Appointment End               DTN
0440    21.2    MPAN 
                  Disconnection  MPAS         DA
                                               (future)D0209       NH/HH01          Appointment Cancellation      DTN
0450    22.1    Full Supplier
                  Refresh        SUP          MPAS     none        none             Request for Full Refresh      manual
0460    22.2    Full Supplier
                  Refresh        MPAS         SUP      none        none             Accept + confirmed date,
                                                                                      or reject                   manual
0470    22.3    Full Supplier
                  Refresh        MPAS         SUP      D0204       SP84             Full Supplier Refresh         CD+
0480    22.1    Full DA
                  Refresh        DA           MPAS     none        none             Request for Full Refresh      manual
0490    22.2    Full DA
                   Refresh       MPAS         DA       none        none             Accept + confirmed date,
                                                                                      or reject                   manual
0500    22.3    Full DA 
                   Refresh       MPAS         DA       D0209       NH/HH08          Full DA Refresh               CD+
0510    23.1    Selective 
                   Supplier
                   Refresh       SUP          MPAS     none        none             Request for Selective Refresh manual
0520    23.2    Selective
                   Supplier
                   Refresh       MPAS         SUP      none        none             Accept + confirmed date, or
                                                                                        reject                    manual
0530    23.2    Selective
                   Supplier
                   Refresh       MPAS         SUP      D0204       SP84             Selective Supplier Refresh    DTN
0540    23.1    Selective
                   DA Refresh    DA           MPAS     none        none             Request for Selective Refresh manual
0550    23.2    Selective
                   DA Refresh    MPAS         DA       none        none             Accept + confirmed date, or 
                                                                                         reject                   manual
0560    23.2    Selective
                   DA Refresh    MPAS         DA       D0209       NH/HH01          Selective DA Refresh          DTN
0570    24.1    Upd MP address   DB           MPAS     none        DB02             Revisions to MP address 
                                                                                          details                 internal
0580    24.1    Upd MP address   MPAS         SUP      D0171       SP29             Revisions to MP address
                                                                                          details                 DTN  5
0590    24.1    Upd MP address   MPAS         SUP
                                              (future) D0171       SP28             Revisions to MP address 
                                                                                          details                 DTN 5
0600    24.1    Upd MP LLF Class DB           MPAS     none        DB02             Revisions to MP LLF Class     internal
0610    24.1    Upd MP LLF Class MPAS         SUP      D0171       SP29             Revisions to MP LLF Class     DTN  5
0620    24.1    Upd MP LLF Class MPAS         SUP 
                                              (future) D0171       SP28             Revisions to MP LLF Class     DTN 5
0630    24.1    Upd MP LLF Class MPAS         DA       D0209       NH/HH07          Revisions to MP LLF Class     DTN
0640    24.1    Upd MP LLF Class MPAS         DA
                                              (future) D0209       NH/HH07          Revisions to MP LLF Class     DTN
0650    24.1    Upd MP GSP Group DB           MPAS     none        DB02             Revisions to MP GSP Group     internal
0660    24.1    Upd MP GSP Group MPAS         SUP      D0171       SP29             Revisions to MP GSP Group     DTN 5
0670    24.1    Upd MP GSP Group MPAS         SUP
                                              (future) D0171       SP28             Revisions to MP GSP Group     DTN 5
0680    24.1    Upd MP GSP Group MPAS         DA       D0209       NH/HH06          Revisions to MP GSP Group     DTN
0690    24.1    Upd MP GSP Group MPAS         DA 
                                              (future) D0209       NH/HH06          Revisions to MP GSP Group     DTN
0700    24.3    Appoint New DA   SUP          MPAS     D0205       SP02DA           Appointment                   DTN6
0710    24.4    Appoint New DA   MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0720    24.4    Appoint New DA   MPAS         SUP(next)D0213       SP24             DA Appointment (to next 
                                                                                    Supplier, if existing, for
                                                                                    information)                  DTN
0730    24.4    Appoint New DA   MPAS         DA (od)  D0209       NH/HH01          Appointment End               DTN
0740    24.4    Appoint New DA   MPAS         DA (old)
                                              (future) D0209       NH/HH01          Appointment Cancellation      DTN
0750    24.4    Appoint New DA   MPAS         DA (new) D0209       NH/HH01          Appointment Start             DTN
0760    24.3    Appoint New DC   SUP          MPAS     D0205       SP02             DC Appointment                DTN
0770    24.4    Appoint New DC   MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0780    24.4    Appoint New DC   MPAS         SUP(next)D0213       S24              DC Appointment (to next 
                                                                                    Supplier, if existing, 
                                                                                    for information)              DTN
0790    24.4    Appoint New DC   MPAS         DA       D0209       NH/HH02          DC Appointment                DTN
0800    24.4    Appoint New DC   MPAS         DA
                                              (future) D0209       NH/HH02          DC Appointment                DTN
0810    24.3    Appoint New MO   SUP          MPAS     D0205       SP02             MO ppointmentDTN6
0820    24.4    Appoint New MO   MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0830    24.4    Appoint New MO   MPAS         SUP(next)D0213       SP24             MO Appointment
                                                                                    (to next Supplier, 
                                                                                    if existing, for information) DTN
0840    24.3    Upd Measurement 
                 Class           SUP          MPAS     D0205       SP02             Measurement Class             DTN
0850    24.4    Upd Measurement
                 Class           MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0860    24.4    Upd Measurement
                 Class           MPAS         SUP(next)D0213       SP24             Measurement Class (to next
                                                                                    Supplier, if existing,
                                                                                    for information)              DTN
0870    24.4    Upd Measurement
                 Class           MPAS         DA       D0209       NH/HH04          Revised Measurement Class     DTN
0880    24.4    Upd Measurement
                 Class           MPAS         DA
                                              (future) D0209       NH/HH04          Revised Measurement Class     DTN
0890    24.3    Upd Profile
                 Class/ SSC      SUP          MPAS     D0205       SP02             Profile Class/ SSC            DTN  6
0900    24.4    Upd Profile
                  Class/ SSC     MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0910    24.4    Upd Profile 
                 Class/ SSC      MPAS         SUP(next)D0213       SP24             Profile Class/ SSC (to next
                                                                                    Supplier, if existing, 
                                                                                    for information)              DTN
0920    24.4    Upd Profile
                 Class/ SSC      MPAS         DA       D0209       NH/HH03          Revised Profile Class/ SSC    DTN
0930    24.4    Upd Profile
                 Class/ SSC      MPAS         DA
                                              (future) D0209       NH/HH03          Revised Profile Class/ SSC    DTN
0940    24.3    Upd 
                Energisation
                Status           SUP          MPAS     D0205       SP02             Energisation Status           DTN   6
0950    24.4    Upd Energisation
                Status           MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
0960    24.4    Upd Energisation
                Status           MPAS         SUP(next)D0213       SP24             Energisation Status (to next
                                                                                    Supplier, if existing,
                                                                                    for information)              DTN
0970    24.4    Upd Energisation
                Status           MPAS         DA       D0209       NH/HH05          DA Appointment Start (if 
                                                                                    initial Energisation)         DTN 7
0980    24.4    Upd Energisation
                Status           MPAS         DA       D0209       NH/HH05          Revised Energisation Status   DTN
0990    24.4    Upd Energisation
                Status           MPAS         DA
                                              (future) D0209       NH/HH05          Revised Energisation Status   DTN
1000    24.3    Upd Meter
                TSwitch Code     SUP          MPAS     D0205       SP02             Meter TSwitch Code            DTN6
1010    24.4    Upd Meter 
                TSwitch Code     MPAS         SUP      D0203       SP30             Rejection with Reason Code(s) DTN
1020    24.4    Upd Meter
                TSwitch Code     MPAS         SUP(next)D0213       SP24             Meter TSwitch Code (to
                                                                                    next Supplier, if existing,
                                                                                    for information)              DTN
1029    24.5                     MDDM         MPAS     D0269       none             Update MD data
1030    24.5                     MDDM         MPAS     D0270       none             Update MD data
1040    25.1    SUP Resend
                  Request        SUP          MPAS     none        none             Resend Request                 manual
1050    25.2    SUP Resend
                  Request        MPAS         SUP      as per
                                                        original   as per
                                                                    original        Requested File Resent         DTN
1060    25.1    DA Resend
                  Request        DA            MPAS    none        none             Resend Request                manual
1070    25.2    DA Resend
                  Request        MPAS          DA      D0209       as per
                                                                    original        Requested File Resent         DTN
1080    25.2    DA Rejection     DA            SUP     D0023       none             Details of Failed Messages    DTN
1100    xxx     Customer/
                Supplier
                Query            MPAS          CUST    none        none             Request notification of MPAN  manual
1110    xxx     Customer/
                Supplier
                Query            MPAS          CUST    none        none             Supply Number + MP Details    post
1120    xxx     File 
                Confirmation     MPAS          SUP     D172        SP90             Technical Confirmation of File 
                                                                                    (sent on completion of processing
                                                                                    for every Supplier File)DTN

SCHEDULE 4
Accession Agreement

THIS AGREEMENT is made on [                     ] between:
(1)     [               ], a company incorporated under the laws of [   
	] [( number [           ])] and having its [registered] 
[principal] office at
[               ] (the "New Party"); and
(2)     [MEC] (the "Nominee") on behalf of all the parties to the Master 
Registration Agreement referred to below.
WHEREAS:
(A)     The Host PESs named therein (1), the Suppliers named therein (2), 
the Pool Agent (3), Scottish Electricity Settlements Limited (4) and 
MRASCO (5), have entered into an agreement ("Master 
Registration Agreement") on [		].
(B)     The New Party has requested that it be admitted as a party in the 
capacity of [Host PES]/[Supplier]/[replacement for Pool 
Agent]/[replacement for Scottish Electricity Settlements 
Limited]pursuant to Clause 4 of the Master Registration Agreement 
and each of the parties hereby agrees to such admission.
NOW IT IS HEREBY AGREED as follows:
1.      Unless the context otherwise requires, words and expressions 
defined in the Master Registration Agreement shall bear the same 
meanings respectively when used herein.
2.      The Nominee (acting on behalf of each of the parties) hereby admits 
the New Party as an additional party under the Master Registration 
Agreement on the terms and conditions hereof and with effect from 
[insert effective date of admission].
3.      The New Party hereby accepts its admission as a party and 
undertakes with the Nominee (acting on behalf of each of the 
parties) to perform and to be bound by the terms and conditions of 
the Master Registration Agreement as a party as from the [insert 
effective date of admission].
4.      For all purposes in connection with the Master Registration 
Agreement the New Party shall as from the [insert effective date of 
admission] be treated as if it had been a signatory of the Master 
Registration Agreement as a [Host PES]/[Supplier]/ [replacement 
for Pool Agent]/[replacement for Scottish Electricity Settlements 
Limited]*, and as if this Agreement were part of the Master 
Registration Agreement, and the rights and obligations of the 
parties shall be construed accordingly.
5.      This Agreement and the Master Registration Agreement shall be 
read and construed as one document and references in the Master 
Registration Agreement to the Master Registration Agreement 
(howsoever expressed) shall be read and construed as references to 
the Master Registration Agreement and this Agreement.
6.      This Agreement shall be governed by and construed in all respects 
in accordance with English law and the provisions of Clause 49 of 
the Master Registration Agreement shall apply hereto mutatis 
mutandis.
AS WITNESS the hands of the duly authorised representatives of the 
parties hereto the day and year first above written.

[New Party]
By:

Notice details (Clause 46 of the Master Registration Agreement)

Address:
Facsimile Number:
Attention:
[Nominee]
(for and on behalf of each of the parties to the Master Registration 
Agreement)
By:



*       Delete/complete as appropriate.

SCHEDULE 5
Supply Number Format

1.      The Supply Number printed on Customers' bills and statements 
shall, subject to paragraph 3, or any direction from the Director, 
conform to the following requirements:
(a)     it shall be printed in an appropriate size and colour at the 
foot or in the top right corner of the face of the bill or 
statement to ensure easy recognition by the customer;
(b)     data items 1 to 3 and data items 4 to 6 of Schedule 2 shall 
be represented on separate lines;
(c)     data items 1 to 3 of Schedule 2 shall be below data items 4 
to 6 of Schedule 2;
(d)     both lines shall be preceded by a single capital S; and
(e)     each data item containing more than one digit shall be 
presented in a separate block subject to a maximum of four 
digits in each block.
2.      Each Supplier shall comply with the requirements of paragraph 1 by 
printing the Supply Number on customers' bills and statements in 
the format illustrated below (excluding annotations):

									Line 
loss factor Class 
					Meter/timeswitch        (LLF)/ 
Profile class                           code                    DUoS 
Code


08123456236789
 0123 456


Distributor identifier                  Unique ref.     
	Check digit				number (underlined				numbers)

3.      Each Supplier need not comply with the requirements of paragraphs 
1 and 2 in any case or class of cases in which the Supplier has 
obtained the prior approval of the Director to the alternative format 
in which the Supply Number is to be represented.
4.      Where a number of Supply Numbers need to be printed on one bill, 
each Supplier shall agree with the Director the appropriate format 
for printing such Supply Numbers on the bill.


SCHEDULE 6
Pool Requirements (England and Wales)
The parties acknowledge that the intellectual property rights in the 
Statement of Requirements developed by the parties to the Pooling and 
Settlement Agreement are owned by the Pool Members.
2.      CONDITIONS PRECEDENT
2.1     A Host PES shall not be obliged to provide Services using its 
MPAS Registration System which require Certification until:
	2.1.1   the Host PES has become Accredited and its MPAS 
Registration System has been Certified; and
2.2     The obligations on a Host PES to provide Services to a Supplier in 
relation to any particular Metering Point in its Authorised Area are 
subject to the Host PES having entered values for the data items 
(other than data item 19) listed in Schedule 2 for that Metering 
Point into its MPAS Registration System except where:
	2.2.1   the Metering Point is registered on ERS in which case the 
Host PES shall ensure that data items 1 to 3, 9, 18 (in each 
case set to "N") and 19 in Schedule 2 have been entered for 
that Metering Point; or
	2.2.2   the Metering Point at a particular time is a New Metering 
Point, in which case the provisions of Clause 20.1 shall 
apply.
11.     MPAS TECHNICAL CONSTRAINT
11.1    Each Host PES shall ensure that its MPAS Registration System 
enables only one Supplier to be Registered as responsible for 
supplying any Metering Point for a particular day.
11.2    Where a Host PES has become Accredited and its systems have 
been Certified, it shall ensure that:
	11.2.1  it uses Certified systems and processes to provide and 
maintain its MPAS; and
	11.2.2  any changes in its Certified systems and processes are made 
in accordance with Certified change procedures.
12.     ERS MIGRATION (England and Wales only)
12.1    Subject to Clauses 12.2 and 12.3, where a Host PES receives an 
application for Migration in an agreed electronic format, from the 
Settlement System Administrator which it Accepts, it shall Migrate 
the relevant Metering Point and shall notify the Settlement System 
Administrator, the relevant Supplier and Data Aggregator by 06:00 
hours on the following Operational Working Day that such 
Metering Point has Migrated.  Where the Host PES Rejects the 
application to Migrate, the Host PES shall notify the Settlement 
System Administrator by delivering such notification to that Host 
PES's Gateway by 06:00 hours on the following Operational 
Working Day that the application has been Rejected and all the 
reasons for the Rejection.
12.2    Up to the date notified to each Host PES pursuant to Clause 12.3 
where:
	12.2.1  the relevant Host PES's MPAS Registration System is fully 
operational; and 
	12.2.2  a business process has been developed pursuant to the terms 
of the Pooling and Settlement Agreement and accepted by 
the relevant Host PES,
	that Host PES shall complete as many Migrations as would be 
consistent with the efficient use of resources available to that Host 
PES at that time.
12.3    From the date on which the parties are notified by the Pool Agent 
that the Pool Executive Committee has resolved, pursuant to 
schedule 24 of the Pooling and Settlement Agreement, that the 
Migration of Metering Points registered on ERS to a Host PES's 
MPAS Registration System shall commence in respect of one or 
more Host PESs (such date to be no earlier than 1st October 1998), 
each Host PES to which such notification relates shall use its 
reasonable endeavours to complete as many applications for 
Migration as possible but shall only be required to complete the first 
100 applications for Migrations received by it on any Operational 
Working Day where those applications are in an agreed electronic 
format.  Any extra applications for Migrations in excess of the first 
100 requested in any Operational Working Day which are not 
completed on that Operational Working Day shall be deemed to be 
received by it on the following Operational Working Day.
12.4    A Supplier registered on ERS for Related Metering Points shall use 
its reasonable endeavours to ensure that those Related Metering 
Points are Migrated so that they have the same Supply Start Date.
13.     SERVICE AVAILABILITY
13.1    Each Host PES shall provide, operate and maintain its MPAS 
Registration System in accordance with Good Industry Practice in 
England and Wales and, subject to Clause 13.3, shall use its 
reasonable endeavours to ensure that staff are available between 
09:00 hours and 18:00 hours on all Operational Working Days to 
receive requests pursuant to Clauses 17.4, 19, 20.12, 22.1, 23.1, 
25.1 27.5 and 27.6 and to respond to queries from Suppliers in 
relation to the provision of Services.
13.2    Each Host PES shall use its reasonable endeavours to ensure that 
any planned suspensions in the operation of its MPAS Registration 
System are scheduled so that there is the minimum amount of 
disruption to the provision of MPAS. The relevant Host PES shall 
provide the relevant Suppliers and Data Aggregators with as much 
notice as possible of any planned suspension in the availability of its 
MPAS Registration System.
13.3    In the event of any unplanned suspension in the operation of its 
MPAS Registration System, the Host PES shall treat the 
suspension as an emergency and shall implement its disaster 
recovery procedures, approved as part of its Accreditation, within 
48 hours of the start of the suspension.  The Host PES shall use its 
reasonable endeavours to make its MPAS Registration System 
available again as quickly as possible.
13.4    Any failure of the Host PES to comply with the provisions of 
Clauses 13.2 and 13.3 shall not relieve that Host PES from the 
application of the service levels referred to in Clause 14 except 
where such failure is due to a circumstance of Force Majeure in 
which case the provisions of Clause 36 or 45 shall apply.
14      SERVICE LEVELS AND LIQUIDATED DAMAGES
	Service Levels
14.1    Save as otherwise provided in this Agreement, each Host PES shall 
use its reasonable endeavours to ensure that notifications of any one 
type which it receives shall be processed in the order in which they 
were received.
14.2    Where a Host PES receives any notification pursuant to any of 
Clauses 15.10, 15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 20.11, 
21.1, 24.1, 24.3, 24.5 or the Objection Resolution Period has 
elapsed under Clause 16.13, the Host PES shall notify the relevant 
persons listed in those Clauses, or for notifications received under 
Clauses 21.1 and 24.3, the persons listed in Clauses 21.2 and 24.4 
respectively (except for its Distribution Business) in the manner 
contained in Clause 14.3.
14.3    Each Host PES shall produce the notifications required under the 
Clauses listed in Clause 14.2 in accordance with the requirement set 
out in Clause 28.2 in response to any notifications received by 
18:00 hours on an Operational Working Day or in response to the 
elapsing of the Objection Resolution Period on a particular 
Operational  Working Day ("Message Receipt Working Day") 
and, subject to Clauses 14.4 and 14.5, shall operate its MPAS 
Registration System with the intent to deliver the total number of 
such notifications ("Total Daily Processing") to its Gateway by 
06:00 hours on the following Operational Working Day or as soon 
as reasonably practicable thereafter.
14.4    For the purposes of fulfilling its obligations in respect of the 
Settlement Requirements, each Host PES shall ensure that:
	14.4.1  the Total Daily Processing will be processed and delivered 
to the Host PES's Gateway at a time not later than 06:00 
hours on the first Operational Working Day following the 
Message Receipt Working Day provided that the Host PES 
shall not be in breach of this obligation if it fails to meet this 
target on not more than six Operational Working Days 
during each Quarter;
	14.4.2  if the target in Clause 14.4.1 is not met, the Total Daily 
Processing will be processed and delivered to the Host 
PES's Gateway at a time not later than 06:00 hours on the 
second Operational Working Day following the Message 
Receipt Working Day provided that the Host PES shall not 
be in breach of this obligation if it fails to meet this target on 
not more than one Operational Working Day during each 
Quarter;
	14.4.3  if the target in Clause 14.4.2 is not met, the Total Daily 
Processing will be processed and delivered to the Host 
PES's Gateway at a time not later than 06:00 hours on the 
third Operational Working Day following the Message 
Receipt Working Day.
14.6    In order to determine whether the Host PES has fulfilled the 
requirements set out in each of Clauses 14.4 to 14.5, each Host 
PES shall note the time on the Operational Working Day when the 
Total Daily Processing is delivered to its Gateway in relation to the 
Message Receipt Working Day relevant to that Total Daily 
Processing.
14.7    Each Host PES shall measure its performance against the 
requirements set out in Clauses 14.4 and 14.5 over each Quarter 
provided that where a Host PES breaches the requirements in 
Clauses 14.5.3 and 14.5.4, the breach shall be deemed to have 
occurred in the Quarter in which the second Operational Working 
Day following the Message Receipt Working Day occurred. 
14.8    Each Host PES agrees that it is their long term objective to achieve 
a service level ensuring the processing and delivery of the Total 
Daily Processing by 06:00 hours on the first Operational Working 
Day following the Message Receipt Working Day.
Pool/SESL Liquidated Damages
14.9    Where the number of occasions in any Quarter that a Host PES fails 
to deliver the Total Daily Processing to its Gateway within the 
timescales indicated in Clauses 14.4.1 to 14.4.3 exceeds the number 
of allowable failures indicated in those Clauses, that Host PES if in 
England or Wales shall pay the Pool Agent and, if in Scotland shall 
pay SESL (POUND)125 for each such extra occasion on which it has failed 
to deliver the Total Daily Processing to its Gateway, provided that 
the Host PES shall have no liability to make such payment for any 
failures which occur before the date which is 15 consecutive weeks 
following commencement of Controlled Market Start-Up in its 
Authorised Area or such longer period as MEC may determine in 
accordance with Clause 14.13.
Data Transfer Service Escalation
14.12   Where a Host PES receives a notification from the Data Transfer 
Network indicating that a Message sent by that Host PES pursuant 
to the terms of this Agreement has not been received by the 
relevant Supplier or Data Aggregator, the Host PES shall contact 
the Supplier or Data Aggregator as soon as reasonably practicable.  
The Host PES and relevant Supplier or Data Aggregator shall 
utilise the Problem Management Procedures under the Data 
Transfer Service Agreement which may require the Host PES to 
Resend the original Message.
Review
14.15   MEC shall conduct a formal review, to be started no earlier than 12 
months or as MEC otherwise decides and completed no later than 
15 months, after the start of Controlled Market Start-Up for the 
Host PES that is the first Host PES to commence Controlled 
Market Start-Up.
14.17   Each party agrees to provide MEC with all reasonable information 
that MEC may require for the purposes of carrying out its review 
pursuant to this Clause 14.  This may include information relating 
to the level of market activity, the average number of Messages 
within the Total Daily Processing, the average composition of a 
Total Daily Processing and information to verify the assumptions 
set out in Clause 14.16 and how the values ascribed to such 
assumptions may have changed since the date of this Agreement.
14.18   Nothing in this Clause shall be construed as restricting the scope of 
MEC's review pursuant to Clause 14.15.  In particular, MEC shall 
consider whether there is a need for further reviews to be carried 
out by it after the conclusion of its review pursuant to this Clause 
14.
14.19   MEC shall copy the results of its review to all parties as soon as 
reasonably practicable following the conclusion of its review.  Any 
changes to this Agreement that MEC reasonably considers should 
be made as a result of the review shall be treated as a change 
request and the procedures set out in Clause 9 shall be followed.
15      PROCEDURE FOR APPLICATION FOR REGISTRATION 
BY A SUPPLIER
15.1    Subject to Clause 3.2, a Supplier that has entered into a contract to 
supply or receive electricity through or from a Metering Point, 
under which supply or receipt is to commence on or after the date 
specified by the Director in relation to the Premises associated with 
that Metering Point as referred to in Clause 3.2 or is supplying or is 
to supply from any such Metering Point under a tariff arrangement 
on or after that date, shall apply to the Host PES whose MPAS 
Registration System has the Metering Point recorded on it, for 
Registration in respect of that Metering Point, pursuant to the 
provisions of this Clause 15 or Clause 20, as appropriate except 
where that Supplier is already Registered in relation to that 
Metering Point or where that Metering Point is registered on ERS.
15.6    A Valid Application for Registration for the purposes of this Clause 
15 is one that:
	15.6.1  contains values that the Supplier has identified as 
representing data items 1, 2, 3, 8 and 10 of Schedule 2 for 
the Metering Point against which it wishes to Register 
which are Accepted on the MPAS Registration System;
	15.6.2  is received by the relevant Host PES no later than the last 
Operational Working Day before the Supply Start Date 
included in the Supplier's application under Clause 15.6.1 
and no more than 28 days in advance of that date.
15.10   Where a Host PES receives a Valid Application for Registration 
from a Supplier in relation to a Metering Point, it shall Register that 
Supplier and shall notify that Supplier (the "New Supplier"), the 
New Supplier's Data Aggregator, the Old Supplier, the Old 
Supplier's Data Aggregator, any Data Aggregator the Old Supplier 
may have appointed for a future date, and the relevant Distribution 
Business for that Metering Point that the Supplier has been 
Registered.  Subject to Clauses 16.8 and 16.13, the New Supplier 
shall be deemed responsible for the supply of electricity through the 
relevant Metering Point from 00:00 hours on the Supply Start Date.  
Subject to Clauses 16.8 and 16.13, the Old Supplier shall cease to 
be responsible for the supply of electricity through the relevant 
Metering Point from 00:00 hours on the Supply Start Date.
15.11   Subject to Clauses 15.2 and 15.3, the New Supplier shall use its 
reasonable endeavours to submit a Valid Application for 
Registration to the Host PES as far in advance of the Supply Start 
Date as reasonably possible taking into account the restrictions set 
out in Clause 15.6.2.  The relevant Host PES shall not be 
responsible for ensuring that the New Supplier complies with the 
requirements of this Clause 15.11.
15.12   The New Supplier shall use its reasonable endeavours not to 
commence supplying electricity through any Metering Point or 
make any material changes to that Metering Point until it has 
received from the relevant Host PES a notice confirming its 
Registration in respect of the relevant Metering Point or (if later) 
the Supply Start Date specified in the New Supplier's Application 
for Registration.  The relevant Host PES shall not be responsible 
for ensuring that the New Supplier complies with the requirements 
of this Clause 15.12.  Where the New Supplier is unable to comply 
with the provisions of this Clause 15.12 due to the relevant Host 
PES's failure to send out a notice confirming its Registration within 
the timescales indicated in Clause 14.4 or 14.5, that New Supplier 
shall be deemed not to be in breach of the obligation set out in this 
Clause 15.12.
15.13   Where an Old Supplier makes a change to one of the data items for 
which it is stated to be responsible in Schedule 2, in relation to a 
Metering Point, and its Message to the relevant Host PES is 
Rejected and the reason for such Rejection is stated to be the New 
Supplier's Registration, the Old Supplier shall contact the New 
Supplier as soon as possible and inform it of the change, using the 
contact notice facility provided under Clause 17, if necessary.
15.14   Where a Host PES receives an Application for Registration from a 
Supplier which is not a Valid Application for Registration, it shall 
Reject the Application for Registration and shall notify the Supplier 
that such application has been Rejected, setting out all the reasons 
for the Rejection.  Notwithstanding Clause 15.6.2, the MPAS 
Registration Systems of some Host PESs may not Reject an 
otherwise Valid Application for Registration even though the 
Application for Registration is received after the date that is the last 
Operational Working Day before the Supply Start Date included in 
the Supplier's Application for Registration.
16      PROCEDURE FOR OBJECTION BY OLD SUPPLIER
16.1    An Old Supplier may issue an objection ("Notice of Objection") to 
the relevant Host PES in relation to an Application for Registration 
of which it has been notified pursuant to Clause 15.10 where:
	16.1.1  subject to Clause 16.2, the Application for Registration is in 
relation to a Metering Point which is associated with 
Designated Premises at which the Customer is being 
supplied by the Old Supplier under a contract that will 
neither expire nor (to the Old Supplier's knowledge) be 
terminated by the New Supplier's Supply Start Date notified 
to the Old Supplier pursuant to Clause 15.10; or
	16.1.2  subject to Clause 16.2, the Application for Registration is in 
relation to a Metering Point which is associated with 
Domestic Premises where charges for electricity supplied to 
the Customer (at any such Domestic Premises), having been 
demanded in writing by the Old Supplier, prior to the notice 
of termination being given remain owing to the Old Supplier 
more than 28 days after that demand was made; or
	16.1.3  the Application for Registration for the relevant Metering 
Point is received by the Host PES either before the Director 
has made a direction in respect of the Premises with which 
the Metering Point is associated, pursuant to Condition 3 of 
the New Supplier's Second Tier Supply Licence, or prior to 
such date as is specified in that direction.
	16.1.4  the New Supplier has contacted the Old Supplier and both 
Suppliers have agreed that the New Supplier's Registration 
has been made in error; or
	16.1.5  the Application for Registration relates to a Metering Point 
which is a Related Metering Point and the relevant New 
Supplier has not applied to Register all the relevant Related 
Metering Points on the same Operational Working Day for 
the same Supply Start Date:
	Each ground of objection in Clauses 16.1.1 to 16.1.5 shall be 
treated as separate and independent from each of the other grounds 
of objection in those Clauses.
16.2    The Old Supplier may not issue an objection to the New Supplier's 
Application for Registration on the grounds indicated in Clauses 
16.1.1 and 16.1.2 if the Host PES's notice to it in Clause 15.10 
indicates that data item 7 in Schedule 2 for the Metering Point in 
the New Supplier's Application for Registration has been set to "T" 
("True") unless it has reasonable grounds for believing that 
information to be inaccurate.
16.3    A Notice of Objection that complies with the requirements of 
Clauses 16.1 and 16.2 shall be a Valid Notice of Objection ("Valid 
Notice of Objection").
16.4    The relevant Host PES shall not be responsible for checking that 
any Notice of Objection that it receives is a Valid Notice of 
Objection.
16.5    Where an Old Supplier wishes to issue a Notice of Objection to the 
relevant Host PES in relation to an Application for Registration of 
which it has been notified pursuant to Clause 15.10 it shall issue 
such notice to the relevant Host PES so that it is received by the 
Host PES within the Objection Raising Period.
16.6    Where the Old Supplier gives a Notice of Objection it shall, at the 
same time, send notification to its Customer at the Premises of the 
grounds for that objection and of how the Customer may dispute or 
resolve such grounds.
16.7    Where the relevant Host PES receives and Accepts a Notice of 
Objection in respect of a New Supplier's Registration within the 
Objection Raising Period, the Host PES shall record such notice 
and shall notify the Old Supplier and New Supplier, the Old 
Supplier's Data Aggregator any Data Aggregator the Old Supplier 
may have appointed for a future date, the New Supplier's Data 
Aggregator, any Data Aggregator the New Supplier may have 
appointed for a future date and, where necessary, the relevant 
Distribution Business that such Notice of Objection has been 
received and Accepted.  All data items relating to the New 
Supplier's Registration, including any changes to data items that a 
New Supplier has made pursuant to Clause 24.2, shall be removed.  
The Old Supplier shall be notified of all changes to data items made 
by the New Supplier pursuant to Clause 24.2, or made by the 
Distribution Business pursuant to Clause 24.1 which were entered 
on or after the Operational Working Day on which the New 
Supplier's Registration was Accepted, and which have an effective 
date which is not later than the Operational Working Day on which 
the Notice of Objection is Accepted.  Such notification shall 
exclude any items which were provided by the Old Supplier. The 
New Supplier shall not be able to make any changes to data items 
4, 5, 7, 11 to 14, 16 or 17 in Schedule 2 for the relevant Metering 
Point after the Old Supplier's Notice of Objection is lodged unless 
and until the Notice of Objection is removed by the Host PES in 
accordance with Clause 16.9.  Where the relevant Notice of 
Objection is not Accepted or has not been received within the 
Objection Raising Period, the relevant Host PES shall Reject such 
Notice of Objection and shall notify the Old Supplier that it has 
Rejected its Notice of Objection and all the reasons for the 
Rejection.  Where the Old Supplier's Notice of Objection has been 
Rejected the Old Supplier may re-submit a Notice of Objection 
within the Objection Raising Period.
16.8    Where the Host PES records a Notice of Objection in accordance 
with Clause 16.7 it shall note within its MPAS Registration System 
that the Registration of the New Supplier in relation to the relevant 
Metering Point has been objected to and the responsibility for 
supplying that Metering Point shall revert to or remain with the Old 
Supplier, as relevant, such that the New Supplier's Registration 
shall be deemed not to have taken place.
16.9    The Old Supplier may withdraw any Notice of Objection that has 
been Accepted by the Host PES within the Objection Resolution 
Period and shall do so where the grounds for its objection have 
been resolved within the Objection Resolution Period.  Where the 
Old Supplier withdraws a Notice of Objection pursuant to this 
Clause 16.9 it may not re-submit a Notice of Objection in respect of 
the same Application for Registration pursuant to Clause 16.5.  
Where the Host PES Accepts the Old Supplier's withdrawal of its 
Notice of Objection the Host PES shall remove the Notice of 
Objection and shall notify the Old Supplier, the New Supplier, the 
Old Supplier's Data Aggregator, any Data Aggregator the Old 
Supplier may have appointed for a future date, the New Supplier's 
Data Aggregator, any Data Aggregator the New Supplier may have 
appointed for a future date and, where necessary, the relevant 
Distribution Business of the removal of the Notice of Objection.  
Where the Old Supplier has made any changes to the data items 
pursuant to Clause 24.2, or the Distribution Business has made any 
changes to data items pursuant to Clause 24.1, which were entered 
on or after the Operational Working Day on which the Notice of 
Objection was Accepted, and such changes have an effective date 
which is not later than the Operational Working Day on which the 
Notice of Objection is withdrawn, during the Objection Resolution 
Period, the Host PES shall notify the New Supplier that such 
changes were made.  The data items relevant to the New Supplier's 
Registration shall be included in the notification to the New 
Supplier.  Where the relevant Host PES does not Accept the Old 
Supplier's request to withdraw its Notice of Objection it shall 
Reject such application and shall notify the Old Supplier that its 
application to withdraw its Notice of Objection has been Rejected 
and give reasons.
16.10   Where the Old Supplier withdraws a Notice of Objection or where 
the grounds of objection are later resolved, it shall notify the 
Customer at the relevant Premises as soon as is reasonably 
practicable.
16.11   The relevant Host PES shall not be responsible for checking 
whether the grounds for objection in the Old Supplier's Notice of 
Objection have been resolved within the Objection Resolution 
Period, where the Old Supplier indicates that they have been, in its 
notice submitted pursuant to Clause 16.9.
16.12   Where the Host PES removes a Notice of Objection in accordance 
with Clause 16.9, it shall restore the Registration of the relevant 
New Supplier, who shall be deemed to be responsible for the supply 
of electricity through the relevant Metering Point from the Supply 
Start Date included in its Valid Application for Registration.  If the 
Old Supplier made any changes to data items pursuant to Clause 
24.2 during the Objection Resolution Period which were to be 
effective from a date on or after the New Supplier's Start Date, 
such changes shall be deemed not to have been made.  If the New 
Supplier made any changes to data items pursuant to Clause 24.2 
before the Host PES recorded the Old Supplier's Notice of 
Objection those changes shall be re-instated on the MPAS 
Registration System to be effective from the dates originally 
specified in the New Supplier's application.
16.13   Where a Notice of Objection is not withdrawn or the request to 
withdraw has been Rejected within the Objection Resolution 
Period, the relevant Host PES shall inform the Old Supplier and the 
New Supplier that the Objection Resolution Period has expired and 
the Old Supplier shall retain responsibility for the Metering Point.
17.     CONTACT NOTICE FACILITY
17.1    After the period of Controlled Market Start-Up for the relevant 
Host PES where either:
	17.1.1  the Old or New Supplier in relation to the current or 
pending Registration for a particular Metering Point 
reasonably believes that the New Supplier has been 
erroneously Registered for that particular Metering Point; 
or
	17.1.2  the Old Supplier in relation to the current Registration 
wishes to assign to the New Supplier a debt owing to it by a 
Customer at Domestic Premises pursuant to Condition 40 
of the Old Supplier's PES Licence in England and Wales or 
Condition 35 of Part V of the Old Supplier's PES Licence in 
Scotland or Condition 48 of the Old Supplier's Second Tier 
Supply Licence in England and Wales or Condition 49 of 
the Old Supplier's Second Tier Supply Licence in Scotland, 
as the case may be; 
	17.1.3  the Old or New Supplier in relation to the current or 
pending Registration reasonably believes that the New 
Supplier applied to register a Metering Point which is a 
Related Metering Point without applying to Register all the 
relevant Related Metering Points at the same time; or
	17.1.4  the Old Supplier is obliged to contact the New Supplier 
pursuant to Clause 15.13,
the relevant Supplier shall contact the relevant Host PES to request 
the identity of the other Supplier using either the Data Transfer 
Network if the Host PES can receive a request on the Data 
Transfer Network for the provision of such service or otherwise by 
facsimile sent to that Host PES's MPAS management facsimile 
number.
17.2    Where, during or after Controlled Market Start-Up, a Host PES 
who has been unable to receive Messages on the Data Transfer 
Network for the provision of the Service requested under Clause 
17.1 subsequently becomes able to do so, that Host PES shall 
notify all Suppliers Registered on its MPAS Registration System of 
that fact.
17.3    Where the Host PES can receive a Message on the Data Transfer 
Network for the provision of the Service requested under Clause 
17.1, the Host PES shall provide both the Suppliers with the other's 
identity.  Where the Host PES Rejects the Message it shall notify 
the Supplier of its Rejection and all the reasons for so doing.
17.4    Where the Host PES cannot receive a Message on the Data 
Transfer Network, (otherwise than as a result of a failure of the 
Data Transfer Network) for the provision of the Service requested 
under Clause 17.1 and the Host PES receives the Supplier's manual 
request pursuant to Clause 17.1 by 15:00 hours on an Operational 
Working Day, it shall provide both the Suppliers with the other's 
identity by 06:00 hours on the following Operational Working Day 
provided that where the total number of manual requests received 
pursuant to Clause 17.1 to be responded to by that Host PES 
would otherwise exceed 50 in any Operational Working Day the 
Host PES shall use its reasonable endeavours to provide as many 
responses as possible but shall only be required to provide the first 
50 responses requested on that Operational Working Day.  Such 
responses shall be provided in the following manner:
	17.4.1  a maximum of 5 responses per Supplier or Data 
Aggregator, allocated in the order in which those requests 
are received; and
	17.4.2  where Clause 17.4.1 has been complied with, any extra 
requests which have been received shall be provided in the 
order in which they were received.
Any extra requests in excess of 50 requested in any Operational 
Working Day or any received after 15:00 hours on an Operational 
Working Day in relation to which the Host PES has not provided 
responses shall be deemed to have been requested at the start of the 
following Operational Working Day.
17.5    Each Host PES shall offer the Services pursuant to Clause 17.1 and 
17.3 during the period of Controlled Market Start-Up for that Host 
PES where it does not automatically notify each Supplier of the 
other relevant Supplier's identity pursuant to the procedures 
contained in Clauses 15 and 16.  The Host PES shall cease to 
automatically notify each Supplier of the other relevant Supplier's 
identity after the end of Controlled Market Start-Up for that Host 
PES.
17.6    The relevant Host PES shall not be required to check the validity of 
any request made in accordance with Clause 17.1 except to check 
that the Supplier requesting the information is the New or Old 
Supplier in relation to the relevant Metering Point in relation to the 
relevant Registration.
18.     ERROR RECTIFICATION
18.1    Each Supplier shall use its reasonable endeavours to check any 
notice it receives from a Host PES pursuant to Clause 15 for errors 
and in particular where it is a New Supplier to check data item 5 of 
Schedule 2 for the relevant Metering Point.  Where data item 5 of 
Schedule 2 for a Metering Point indicates that the Metering Point is 
a Related Metering Point, the New Supplier shall use its reasonable 
endeavours to ensure that all other relevant Related Metering 
Points are Registered at the same time either in accordance with 
Clause 15 or this Clause 18.
18.2    Where an Old Supplier has raised an objection pursuant to Clause 
16.1.5, the Old Supplier for a particular Metering Point shall, on 
request by a New Supplier as soon as reasonably practical, notify 
that New Supplier of all Related Metering Points for that Metering 
Point for which the Old Supplier is or has been Registered.
18.3    Where the Old Supplier for a particular Metering Point reasonably 
believes that the New Supplier has either erroneously Registered 
for a particular Metering Point or has Registered for a Related 
Metering Point without registering all other relevant Related 
Metering Points it shall either:
	18.3.1  raise an objection if it may pursuant to Clause 16.1 within 
the time limits set out in Clause 16; or
	18.3.2  contact the New Supplier as soon as possible using the 
facility provided under Clause 17, if necessary.
Where the Old Supplier raises an objection pursuant to Clause 
18.3.1 it may also contact the New Supplier using the facility under 
Clause 17 if necessary.
18.4    Where the New Supplier for a particular Metering Point reasonably 
believes that it has either erroneously Registered for that Metering 
Point or has Registered for a Related Metering Point without 
registering all other relevant Related Metering Points it shall either:
	18.4.1  where it has Registered a Related Metering Point without its 
associated Related Metering Point(s) and the Old Supplier 
has not objected to its original registration apply for 
Registration for the relevant Related Metering Point(s) as 
soon as reasonably practicable.  Where the Supplier makes 
such an application but does not apply in sufficient time to 
ensure that it receives confirmation from the Host PES 
before it commences supplying electricity through the 
relevant Related Metering Points it shall contact the Old 
Supplier as soon as possible using the facility provided 
under Clause 17, if necessary; or
	18.4.2  contact the Old Supplier as soon as possible using the 
facility provided under Clause 17, if necessary.
18.5    Where either the relevant Old Supplier or New Supplier contacts 
the other pursuant to Clause 18.3 or 18.4, these Suppliers shall 
agree the appropriate method for rectifying the error or registering 
all other relevant Related Metering Points.  This may include:
	18.5.1  the Old Supplier objecting to the New Supplier's application 
under Clause 16 within the time limits set out in Clause 16; 
or
	18.5.2  the Old Supplier withdrawing its objection; or
	18.5.3  the New Supplier Registering all relevant Related Metering 
Points before it commences supplying electricity through the 
Related Metering Point(s) and if necessary the Old Supplier 
removing its objection under Clause 16 within the time 
limits set out in Clause 16; or
	18.5.4  the Old Supplier applying for Registration in relation to the 
Metering Point where the New Supplier has registered the 
relevant Metering Point in error; or
	18.5.5  the New Supplier applying for Registration in relation to the 
other associated Related Metering Points after the time 
period indicated in Clause 18.5.3.
18.6    The Suppliers shall, as soon as reasonably practicable, settle any 
costs incurred as a result of implementing any methods to correct 
errors or as a result of those errors including those outlined in 
Clause 18.5 between them including any settlement costs that are 
incorrectly allocated to the Suppliers and any costs incurred as a 
result of registering any relevant Related Metering Points at a later 
time to the associated Related Metering Points.
19.1    RETROSPECTIVE AMENDMENT OF MPAS 
REGISTRATION SYSTEM
19.1    Subject to Clause 19.2 and where the procedures detailed in Clause 
18 cannot be used, the Old Supplier and New Supplier may request 
the relevant Host PES to amend the MPAS Registration System 
manually to rectify an erroneous Registration.   The Host PES shall, 
where the Host PES has received a joint written confirmation from 
the Old Supplier and the New Supplier agreeing to the amendment 
to the MPAS Registration System and any associated charges, 
undertake the manual amendment in the limited circumstances set 
out in guidelines established by MEC, at a charge to be agreed 
between the relevant Host PES and the relevant Suppliers.   Such 
guidelines shall be established by MEC in consultation with all 
parties as soon as practicable after the date of this Agreement.
19.2    The parties agree to instruct MEC, as soon as reasonably 
practicable after the date of this Agreement, to review the Services 
to establish what changes would be required to introduce an 
electronic retrospective amendment facility and whether, in the light 
of all relevant facts and circumstances, such a facility should be 
introduced and if so, when and what that facility should be.  The 
facts and circumstances to be considered by MEC shall include:
	19.2.1  the results of any impact assessment which MEC has 
requested any Host PES to carry out on its MPAS 
Registration System;
	19.2.2  what situations could give rise to the requirements to amend 
the MPAS Registration Systems retrospectively;
	19.2.3  whether the procedures set out in Clause 18 in practice 
provide adequate solutions to the situations outlined under 
Clause 19.2.2;
	19.2.4  what effect any enhanced functionality, if needed, would 
have on any interfacing systems and what corresponding 
changes would be required to those systems if any enhanced 
functionality to the MPAS Registration Systems were to be 
introduced;
	19.2.5  what effect any enhanced functionality, if needed, would 
have on Accreditation requirements;
	19.2.6  the funding and charging implications of any enhanced 
functionality, if needed; and
	19.2.7  the appropriate allocation of liability arising from the 
implementation of the enhanced functionality, if needed.
19.3    Where as a result of the review carried out pursuant to Clause 19.2, 
MEC decide that enhanced functionality is required they shall notify 
the Host PES and indicate an appropriate timescale for the 
introduction of the enhanced functionality into the Host PES MPAS 
Registration Systems.  Each Host PES shall implement such 
enhanced functionality in accordance with the timescale set out by 
MEC.
19.4    Prior to any enhanced functionality being introduced into the Host 
PES MPAS Registration Systems in accordance with Clause 19.3, 
MEC shall develop procedures specifying when and how the parties 
can amend retrospectively the MPAS Registration Systems.  Such 
procedures shall apply instead of Clause 19.1 in respect of each 
Host PES from the date that each Host PES has implemented 
successfully the enhanced functionality into its MPAS Registration 
System.
20      NEW CONNECTIONS, NEW METERING POINTS AND 
REGISTRATION OF NEW SUPPLY NUMBERS
20.1    Where a Host PES's Distribution Business:
	20.1.1  creates a new connection to Premises from its Distribution 
System (a "New Connection") and hence creates a new 
Metering Point; or
	20.1.2  in circumstances other than those set out in Clause 20.1.1, 
agrees with a Supplier that a new Metering Point should be 
created; or
	20.1.3  decides to enter a new Metering Point onto its MPAS 
Registration System,
(in each circumstance a "New Metering Point")
it shall ensure that a Skeleton Record for the new Metering Point is 
entered on its MPAS Registration System, in the case of Clause 
20.1.1 no later than the end of the second Operational Working 
Day following completion of the works associated with the New 
Connection and in the case of Clauses 20.1.2 or 20.1.3 no later than 
the end of the second Operational Working Day following its 
agreement with the Supplier or its decision to enter a new Metering 
Point.
20.2    A Valid Application for Registration in relation to a New Metering 
Point is one that:
	20.2.1  contains values that the Supplier has identified as 
representing data items 1 to 3, 8 and 10 of Schedule 2 for 
the New Metering Point against which it wishes to Register 
which are Accepted on the relevant MPAS Registration 
System;
	20.2.2  is received by the relevant Host PES no later than the last 
Operational Working Day before the Supply Start Date 
included in the Supplier's application under Clause 20.2.1 
and no more than 28 days in advance of that date; and
	20.2.3  relates to a New Metering Point that has a Skeleton Record 
entered for it in the relevant Host PES's MPAS Registration 
System.
20.4    The Supplier may also include in its Application for Registration for 
a New Metering Point the values for other data items that are the 
Supplier's responsibility in Schedule 2 for that New Metering Point.  
However, if the Supplier includes the Energisation Status in its 
Message and all the other data items that are the Supplier's 
responsibility under Schedule 2 have not been included or data item 
6 in Schedule 2 for that New Metering Point is not included in the 
Skeleton Record, the Host PES shall Reject the Message and shall 
inform the Supplier that such Message has been Rejected together 
with all the reasons for its Rejection.  Each Host PES may also 
Reject an Application for Registration which contains values for 
other data items in the MPAD for the relevant New Metering Point 
if they are not provided in the combinations required under that 
Host PES's Validation Procedures.
20.5    Where the Host PES receives a Valid Application for Registration 
from a Supplier in relation to a New Metering Point which it does 
not Reject in accordance with Clause 20.4, it shall Register the 
Supplier and shall notify the Supplier and, where data item 14 has a 
value other than null and, where such persons are identified in 
respect of the New Metering Point the Data Aggregator that the 
Supplier has been Registered for that New Metering Point. The 
Supplier shall be deemed responsible for the supply of electricity 
through the relevant New Metering Point from the Supply Start 
Date included in its Valid Application for Registration.
20.7    The Supplier shall use its reasonable endeavours not to commence 
supplying electricity through any Metering Point until it has 
received from the relevant Host PES a notice confirming its 
Registration in respect of the relevant Metering Point or (if later) 
the Supply Start Date specified in the Supplier's Application for 
Registration.  The relevant Host PES shall not be responsible for 
ensuring that the Supplier complies with the requirements of this 
Clause 20.7.  Where the Supplier is unable to comply with the 
provisions of this Clause 20.7 due to the relevant Host PES's failure 
to send out a notice confirming its Registration within the timescale 
indicated in Clause 14.3, that Supplier shall be deemed not to be in 
breach of the obligation set out in this Clause 20.7.
20.8    Where a Host PES receives an Application for Registration for a 
New Metering Point from a Supplier which is not a Valid 
Application for Registration, it shall Reject the Application for 
Registration and shall notify the Supplier that the application has 
been Rejected together with all the reasons for its Rejection.  
Notwithstanding Clause 20.2.2, the MPAS Registration Systems of 
some Host PESs may not Reject an otherwise  Valid Application 
for Registration if the Application for Registration is received after 
the date that is the last Operational Working Day before the Supply 
Start Date included in the Supplier's Application for Registration.
20.10   The Supplier shall notify the Host PES as soon as reasonably 
practical of the other data items for which the Supplier is identified 
as being responsible in Schedule 2, where it has not already done so 
pursuant to Clause 20.4.  Such data items may be provided at the 
same time or at different times provided that where the relevant 
Host PES's Validation Procedures require such data items to be 
provided in particular combinations, the Supplier shall provide such 
combinations of data items at the same time.  On each occasion that 
the Supplier provides such information and the Host PES Accepts 
such information it shall confirm its Acceptance to the Supplier and, 
where data item 14 has a value other than null, where such person 
is identified in respect of the New Metering Point, the Supplier's 
Data Aggregator.  Where the information is not Accepted, the Host 
PES shall Reject such information and shall inform the Supplier that 
the Message has been Rejected together with all the reasons for its 
Rejection.
21      DE-REGISTRATION OF SUPPLY NUMBERS
21.1    Where a Host PES receives a De-Registration Notice from its 
Distribution Business and such notification is Accepted on the Host 
PES's MPAS Registration System, the Host PES shall note on its 
MPAS Registration System that no further Registrations can be 
made in respect of the relevant Metering Point.  Where the Host 
PES does not Accept the Message, it shall Reject the Message and 
shall inform its Distribution Business that the Message has been 
Rejected and all the reasons for such Rejection.
21.2    The Host PES shall send the Supplier that is Registered in respect 
of that Metering Point at the date included in the De-Registration 
Notice sent under Clause 21.1 and that Supplier's Data Aggregator 
and any Data Aggregator that the Supplier may have appointed for 
a future date and, if relevant, any New Supplier that has sent a 
Valid Application for Registration in respect of the Metering Point 
for a Supply Start Date after that date together with that New 
Supplier's Data Aggregator a Message stating that the Host PES 
has noted that no further Registrations may be made against the 
relevant Metering Point, and that from the date that the Metering 
Point is De-Registered, the Supplier shall no longer be liable for 
supply to that Metering Point
21.3    Each Host PES shall ensure that any record of any details relating 
to a Metering Point shall not be removed from its MPAS 
Registration System into archiving until at least 2 years after the 
date of receipt of the De-Registration Notice received pursuant to 
Clause 21.1, but such Metering Point shall not be included in any 
reports provided by the Host PES pursuant to Clause 27 after 
receipt of the De-Registration Notice.
22      FULL REFRESH
Procedure for Full Refreshes to Suppliers and Data 
Aggregators
22.1    A Supplier or Data Aggregator may request a Full Refresh from a 
Host PES.  The Supplier or Data Aggregator shall provide any such 
request using a mode of communication permitted under Clause 46.
22.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request under Clause 22.1, it shall respond within 1 Operational 
Working Day of receipt of such request sent pursuant to Clause 
22.1, indicating  a scheduled date for the delivery of the Full 
Refresh.  A Host PES shall be required to provide such Full Refresh 
within 15 Operational Working Days of receipt of that request, 
provided that where more than 3 requests are received within a 5 
Operational Working Day period, the Host PES shall use its 
reasonable endeavours to provide as many Full Refreshes as 
possible, but shall only be required to provide Full Refreshes in 
response to the first 3 requests received during that 5 Operational 
Working Day period within 15 Operational Working Days of the 
request.  Any further requests received during that 5 Operational 
Working Day period shall be deemed to have been received on the 
fifth Operational Working Day after the Operational Working Day 
on which the first request was received.  Where the request for a 
Full Refresh is Rejected, the Host PES shall, within 1 Operational 
Working Day, inform the relevant Supplier or Data Aggregator that 
the request has been Rejected together with all the reasons for that 
Rejection.
22.3    The relevant Host PES shall send the Full Refresh requested 
pursuant to Clause 22.1 to the relevant Supplier or Data 
Aggregator on a CD ROM or by another electronic method agreed 
between the Host PES and Supplier or Data Aggregator, as 
appropriate, so that it is deemed to be received by the relevant 
Supplier or Data Aggregator by the scheduled date for delivery 
indicated in Clause 22.2.
23.     SELECTIVE REFRESHES
Procedure for Selective Refreshes to Suppliers and Data 
Aggregators
23.1    Where a Supplier or Data Aggregator requires a Selective Refresh 
of data from a Host PES, it shall submit a request for a Selective 
Refresh to the relevant Host PES.  The Supplier or Data 
Aggregator shall provide such request using a mode of 
communication permitted under Clause 46.
23.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request pursuant to Clause 23.1 by 15:00 hours on an Operational 
Working Day , it shall provide the Supplier or Data Aggregator 
with the Selective Refresh by 06:00 hours on the following 
Operational Working Day, provided that where the total number of 
Selective Refreshes to be provided by that Host PES would 
otherwise exceed 50 in any Operational Working Day, the Host 
PES shall use its reasonable endeavours to provide as many 
Selective Refreshes as possible but shall only be required to provide 
50 Selective Refreshes requested on that Operational Working Day.  
Such Selective Refreshes shall be provided in the following manner:
23.2.1  a maximum of 5 Selective Refreshes per Supplier or Data 
Aggregator, allocated in the order in which those requests 
are received; and
23.2.2  where Clause 23.2.1 has been complied with, any extra 
requests which have been received shall be provided in the 
order in which they were received.
Any extra Selective Refreshes in excess of 50 requested in any 
Operational Working Day or any received after 15:00 hours on an 
Operational Working Day in relation to which the Host PES has 
not provided responses shall be deemed to have been requested at 
the start of the following Operational Working Day.  Where the 
request for a Selective Refresh is Rejected, the Host PES shall, 
within 1 Operational Working Day, inform the relevant Supplier or 
Data Aggregator that the request has been Rejected together with 
all the reasons for that Rejection.
24.     CHANGES AND CONFIRMATIONS OF DATA
Procedure for changes to data items for which the Host PES is 
responsible
24.1    Where a Host PES is notified by its Distribution Business of any 
changes to data items for which it is stated to be responsible as 
Host PES in Schedule 2 (and any corresponding dates from which 
those changes will be effective) in respect of any Metering Points 
that are Registered on the Host PES's MPAS Registration System 
and such notice is Accepted on the Host PES's MPAS Registration 
System, the Host PES shall update its MPAS Registration System 
with the information within 1 Operational Working Days of 
receiving such notification, and, after updating its MPAS 
Registration System, shall notify the Supplier that is Registered for 
the affected Metering Point(s) and that Supplier's Data Aggregator 
(apart from where the change relates to data item 9 in Schedule 2) 
and, if relevant, any New Supplier that has sent a Valid Application 
for Registration in respect of the Metering Point for a Supply Start 
Date after the date of amendment together with that New 
Supplier's Data Aggregator (apart from where the change relates to 
data item 9 in Schedule 2) of such changes.  The Host PES shall 
acknowledge to its Distribution Business that such change has 
taken place.  Where the Host PES Rejects such changes it shall 
notify its Distribution Business that such changes have been 
Rejected and all the reasons for that Rejection.
Procedure for changes to data items for which Supplier is 
responsible
24.2    Subject to Clause 16.7, a Supplier may only provide changes to 
data items for which it is stated to be responsible in Schedule 2 
(apart from data item 10) for any Metering Point from the date that 
the Host PES Registers a Valid Application for Registration for 
that Supplier in relation to that Metering Point, such changes to 
take effect from the later of the Supply Start Date for that Supplier 
or the date from which such change is to take effect.
24.3    The Supplier shall notify the Host PES of any changes to data items 
(and any corresponding dates from which those changes will be 
effective) for which it is stated to be responsible in Schedule 2 
(other than data items 7, 8 and 10) in respect of Metering Points for 
which it is Registered on the Host PES's MPAS Registration 
System within 5 Operational Working Days of such changes taking 
effect, or becoming aware that such changes  are required 
whichever is the later.  The Host PES validation rules shall not 
prevent the Supplier changing data items for which it is responsible 
(other than data items 7, 8 and 10) at any time up to Final 
Reconciliation Run.
24.4    Where the Host PES Accepts the changes provided by the Supplier 
under Clause 24.3, it shall update its MPAS Registration System to 
reflect the changes.  Where a change is made to data item 13 of 
Schedule 2, the Host PES shall notify the Data Aggregator that was 
appointed in relation to the Metering Point before the change, the 
Data Aggregator that the Supplier has appointed in its place, the 
Supplier, any New Supplier that has sent a Valid Application for 
Registration in respect of the Metering Point for a Supply Start 
Date after the date of amendment and its Distribution Business that 
such change has been made after it has Accepted the change.  
Where changes are made to any other data items for which the 
Supplier is stated to be responsible under Schedule 2 (other than 
data items 7, 8 and 10) the Host PES shall notify the relevant 
Supplier and that Supplier's Data Aggregator (apart from where the 
change relates to data items 5 or 11) and, if relevant, any New 
Supplier that has sent a Valid Application for Registration in 
respect of the Metering Point for a Supply Start Date after the date 
of amendment together with that New Supplier's Data Aggregator 
(apart from where the change relates to data items 5 or 11) and its 
Distribution Business that such changes have been made.  Where 
the Host PES does not Accept the changes provided by the 
Supplier under Clause 24.3 it shall Reject such changes and shall 
notify the Supplier of such Rejection and all the reasons for such 
Rejection.
Procedure for changes and confirmations of Market Domain 
Data
24.5    Where the Host PES receives Market Domain Data, it shall 
acknowledge receipt of the information to the Initial Settlement and 
Reconciliation Agent,  within 1 Operational Working Day of 
receipt.  Where the Host PES receives the Market Domain Data 
and such information is in the correct format and not corrupt it shall 
update its MPAS Registration System as soon as reasonably 
practicable and no later than within 5 Operational Working Days 
with the information.  Where the Host PES receives the Market 
Domain Data and such information is in the incorrect format or 
corrupt or otherwise cannot be entered by that Host PES into its 
MPAS Registration System it shall notify the Initial Settlement and 
Reconciliation Agent,  that it has rejected the Market Domain Data 
within 5 Operational Working Days of receipt.  Where the relevant 
Initial Settlement and Reconciliation Agent, resends such 
information such that the Host PES can enter it into its MPAS 
Registration System, the Host PES shall acknowledge receipt of 
any such information re-sent within 1 Operational Working Day of 
receipt.  Acknowledgement of receipt from a Host PES's Gateway 
shall be deemed sufficient acknowledgement of receipt for the 
purposes of this Clause 24.
25.     RESENDS
Procedure for Resends to Suppliers and Data Aggregators
25.1    Where a Supplier or Data Aggregator requires the Host PES to re-
transmit one or more Files which was originally transmitted to the 
Supplier or Data Aggregator during the period of 28 days prior to 
the date on which the Host PES receives a request for such re-
transmission ("Resend"), the Supplier or Data Aggregator shall 
provide the relevant Host PES with a request for a Resend, 
indicating which Files it requires to be Re-sent and the reasons for 
the request.  The Supplier or Data Aggregator shall provide such 
request using any mode of communication permitted under Clause 
46.
25.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request under to Clause 25.1 by 15:00 hours on an Operational 
Working Day, it shall provide the Supplier or Data Aggregator with 
the Resend by 06:00 hours on the following Operational Working 
Day, provided that where the total number of Resends to be 
provided by that Host PES would otherwise exceed 50 in any 
Operational Working Day, the Host PES shall use its reasonable 
endeavours to provide as many Resends as possible but shall only 
be required to provide the first 50 Resends requested on that 
Operational Working Day.  Such Resends shall be provided in the 
following manner:
25.1.1  a maximum of 5 Resends per Supplier or Data Aggregator, 
allocated in the order in which those requests are received; 
and
25.1.2  where Clause 25.2.1 has been complied with, any Resends 
for which requests which have been received on that 
Operational Working Day shall be provided in order in 
which they were received.
Any requests for Resends in excess of 50 on any Operational 
Working Day or any requests for Resends received after 15:00 
hours on an Operational Working Day in relation to which the Host 
PES has not provided responses, shall be deemed to have been 
requested at the start of the following Operational Working Day.
25.3    For the purposes of Clause 31, each Host PES shall determine 
whether the original Message that is required to be Resent reached 
and was accepted on the Supplier's or Data Aggregator's Gateway 
before the Supplier or Data Aggregator submitted a request for a 
Resend pursuant to Clause 25.1, and shall on request provide its 
reasons for such determination.   The Host PES shall only levy a 
charge pursuant to Clause 31 for Resends where the Host PES 
determines that the Message did reach the relevant Supplier's or 
Data Aggregator's Gateway.
27.     REPORTING
27.2    Each Host PES in England and Wales shall, until the Pool 
Executive Committee resolves that the Migration of the Metering 
Points registered on ERS to the Host PES's MPAS Registration 
Systems has been completed, provide the Settlement System 
Administrator with a report in a format to be agreed by the affected 
parties within 5 Operational Working Days of the end of each week 
detailing  the Supply Number core data and data item 19 in 
Schedule 2 for Metering Points Registered on the Host PES's 
MPAS Registration System that have the 1998 Trading 
Arrangement Indicator set to "N".
27.3    Each Host PES in England and Wales shall provide the Pool 
Executive Committee with a report in a format to be agreed by the 
affected parties within 10 Operational Working Days after each 
Quarter Day, detailing by Supplier the number of Metering Points 
divided by measurement class, Registered on that Host PES's 
MPAS Registration System that as at the Quarter Day have the 
1998 Trading Arrangement Indicator set to 'Y' and data item 14 of 
Schedule 3 set to energised.
27.5    Each Host PES in England and Wales shall provide the Pool 
Executive Committee with a report in a format to be agreed by the 
affected parties within 10 Operational Working Days of receiving a  
request from the Pool Executive Committee, detailing the Supply 
Numbers Registered against each Supplier on that Host PES's 
MPAS Registration System as at the date specified by the Pool 
Executive Committee.  Such report shall classify the information by 
GSP Group to the Host PES.  Within each GSP Group, the 
information shall be categorised by Measurement Class.  Where 
there are non-half hourly Measurement Classes covered by such a 
report, that information shall be further categorised and sub-divided 
by Profile Class.
27.6    Where the Host PES receives a request from a Data Aggregator to 
notify it of the last File sequence number sent to that Data 
Aggregator, that Host PES shall within 1 Operational Working Day 
notify the Data Aggregator by telephone or facsimile of such 
number and the date on which the relevant File was sent.
27.7    Each Host PES shall provide all Suppliers, the Pool Executive 
Committee or the Performance Assurance and Accreditation Panel 
as appropriate and the Director, within 10 Operational Working 
Days of the end of each calendar month, with a report in a format 
to be agreed by the affected parties in detailing its performance 
against the requirements set out in Clauses 14.4 and 14.5 during the 
Quarter relevant to that calendar month, unless a party requests the 
Host PES not to provide it with such a report.  This report shall 
also detail the Host PES's performance against Clauses 17.4, 22.2, 
22.3, 23.2, and 25.2. 
27.11   Each Host PES in England and Wales shall make available, in a 
format to be agreed by the affected parties, to the Pool Executive 
Committee any information collected for the purpose of compiling 
the report in Clause 27.7 within 5 Operational Working Days of the 
request.
28.     ACCURACY VALIDATION OF DATA AND MESSAGE 
PROCESSING
28.1    Each Supplier shall use its reasonable endeavours to ensure that any 
data items, for which it is deemed responsible for under Schedule 2, 
that it submits to a Host PES pursuant to this Agreement are 
complete and accurately reflect the circumstances relating to the 
relevant Metering Point.
28.2    Each Host PES shall use its reasonable endeavours to ensure that:
28.2.1  any data that it provides under this Agreement are complete, 
in the correct format and are consistent with the information 
provided to the Host PES, and are sent to the correct 
recipient;
28.2.2  in relation to any Metering Point within its Authorised Area, 
data items 1, 2, 3, 15 and 20 in relation to any Metering 
Point are complete and accurately reflect the circumstances 
relating to that Metering Point; and
28.2.3  any data with which the Host PES initially populates the 
relevant data items on the MPAS Registration System are 
complete and accurately reflect the circumstances relating to 
that Metering Point at the time at which the Host PES 
initially populates those data items.
Validation Procedures
28.3    Each Host PES shall notify each Supplier of the Validation 
Procedures which it applies to Messages received and sent by that 
Host PES's MPAS Registration System as at the date of this 
Agreement on or before the date of this Agreement ("Validation 
Procedures").
28.4    Each Host PES in England and Wales shall ensure that its 
Validation Procedures comply with the Pool's validation 
requirements set out in Schedule 10.  Each Host PES in Scotland 
shall ensure that its Validation Procedures comply with the Scottish 
Settlements validation requirements set out in Schedule 11.
28.5    Where a Host PES in England and Wales proposes to change its 
Validation Procedures which it applies to Supplier Messages, it 
shall notify all Suppliers and the Pool Agent of any proposed 
changes to Validation Procedures at least 15 Operational Working 
Days before it proposes that such changes shall take effect.
28.6    Unless before the expiry of 15 Operational Working Days after 
receipt of the notification sent in accordance with Clause 28.5 any 
party gives notice to MEC that such changes should be considered 
as if it were a change to this Agreement, such change shall take 
effect (subject to Clause 28.4) from the date indicated in the notice 
sent pursuant to Clause 28.5.
28.7    Where a party gives notice in accordance with Clause 28.6, such 
proposed change shall be treated as if it were a proposal to change 
this Agreement and the procedures set out in Clause 9 shall be 
followed.  Where, in the opinion of the relevant Pool MEC Member 
or SESL Member, the proposed change relates to or will affect the 
Priority Provisions such proposed change shall be treated as a 
Change Proposal and the appropriate procedures set out in Clause 
9 shall be followed.
28.8    In the event of any inconsistency between the provisions of this 
Agreement and any Host PES's Validation Procedures, the 
provisions of this Agreement shall prevail.
Message Processing
28.9    Where transmission of a Message by a Host PES's MPAS 
Registration System fails the validation procedures of a Data 
Aggregator to whom it was sent, the Data Aggregator shall attempt 
to resolve the failure and validate the Message.  If the Data 
Aggregator is unable to resolve the failure, it shall notify the Host 
PES, who shall use its reasonable endeavours to identify the cause 
of the failure.  If the Host PES identifies the cause of the failure to 
be:
28.9.1  a fault on the Data Transfer Network, the Host PES shall 
treat the failure as a request for a Resend and the provisions 
of Clause 25 shall apply; or
28.9.2  a fault of that Host PES's MPAS Registration System, the 
Host PES shall use its reasonable endeavours to resolve the 
failure; or 
28.9.3  a fault of the Data Aggregator, the Host PES shall notify 
the Data Aggregator of that fact.
	If the Host PES is unable to resolve the failure, or identifies the 
cause of the failure to be the fault of the Data Aggregator in 
accordance with Clause 28.9.3, it shall notify the  relevant Supplier 
who appointed that Data Aggregator, of that fact, and that Supplier 
may refer the matter to the MRA Disputes Committee.
29.     CHANGE OF SUPPLIER METER READING
29.2    The Old Supplier and the New Supplier shall be bound by the Pool 
Requirements on change of supplier from an Old Supplier to a New 
Supplier set out in the following provisions, forming part of the 
Pooling and Settlement Agreement, as amended from time to time 
and to the extent applicable:
29.2.1  clause 1.3.3 and 1.3.2.3 of Service Line SL130;
29.2.2  clauses 2.2.3, 3.2.3, 2.2.7 and 3.2.7 of Agreed Procedure 
AP502;
29.2.3  clauses 1.3.3, 1.5.3.5, 1.5.4.1 and 1.5.4.2  of Service Line 
SL120;
29.2.4  clauses 2.2.6 ,3.2.6 and 4.4 of Agreed Procedure AP504;
29.2.5  sections 50.3 and 51.3 of the Pool Rules; and
29.2.6  Schedule 26 of the Pooling and Settlement Agreement,
30.     RECORDS, AUDIT AND NON-FUNCTIONAL 
REQUIREMENTS
30.1    Each Host PES shall ensure that it securely maintains a historical 
record of all data items that have been held in respect of a Metering 
Point on its MPAS Registration System and that such records are 
fully auditable, so that a full historical record is maintained for the 7 
years following initial settlement date in relation to any particular 
data item, the two most recent years being held on-line.
30.2    Each Host PES shall ensure that it retains copies of all Messages 
sent and received in providing Services for at least three years after 
the Messages have been sent or received.
30.3    Each Host PES in England and Wales shall ensure that the Pool 
Auditor has access at reasonable times and on reasonable notice to:
30.3.1  those records maintained by the Host PES pursuant to 
Clause 30.1;
30.3.2  any software, hardware, data or information held by the 
Host PES or its agents where reasonably required by the 
Pool Auditor or Market Auditor to fulfil its obligations 
under the relevant Settlement Agreement;
30.3.3  the relevant parts of the Host PES's premises; and
30.3.4  relevant staff members of the Host PES, for a reasonable 
length of time in any one year.
30.4    On request by the Pool Auditor, each Supplier shall ensure that the 
Pool Auditor has access at reasonable times and on reasonable 
notice to:
30.4.1  any records, maintained by the Supplier in relation to any 
Metering Point for which it is or has been Registered, in the 
7 years prior to the date of that request;
30.4.2  any software, hardware, data or information held by the 
Supplier or its agents where reasonably required by the Pool 
Auditor to fulfil its obligations under the relevant Settlement 
Agreement;
30.4.3  the relevant parts of the Supplier's premises; and
30.4.4  relevant staff members of the Supplier for a reasonable 
length of time in each year.
30.5    Each Host PES in England and Wales shall ensure that during the 
course of this Agreement its MPAS Registration System complies 
with the requirements set out in Appendix 1 to Schedule 6.
41.     CONTRACT MANAGEMENT
41.1    Each party shall appoint an appropriate person (each a "Contract 
Manager" and together the "Contract Managers") to manage all 
matters arising under or in connection with this Agreement and to 
monitor the general operation of this Agreement.
41.2    Each Contract Manager appointed by a party shall ensure that 
procedures are in place in respect of that party to ensure that there 
is adequate support for operations provided under this Agreement 
and timely resolution of problems that may occur including a point 
of contact to process and resolve such problems.
41.3    At times determined by MEC a meeting of Contract Managers shall 
be convened to consider each of the reports contained in Clause 
27.7 in relation to:
41.3.1  performance against Service Levels; and
41.3.2  issues arising from those reports and actions to remedy any 
problems arising from those reports.
41.4    Each party shall notify the others in accordance with the provisions 
of Clause 46 of the name and contact details of the Contract 
Manager appointed by it for the purposes of this Agreement from 
time to time.
45.     DATA TRANSFER
45.1    Where Schedule 3 specifies a Data Transfer Catalogue reference 
number in relation to any notice, request or other communication, 
such notice, request or communication shall be sent in the format 
and with the content described under such reference in the Data 
Transfer Catalogue, as amended from time to time, and shall be 
transmitted by the means specified in Schedule 3.
45.2    Nothing in this Agreement shall prevent any two parties from 
agreeing to the use of an alternative method of transmission for any 
communication between those two parties from that set out in 
Schedule 3, whereupon the terms of this Clause 45 shall not apply 
to that notice, request or other communication.
45.5    Where any provision of this Agreement refers to receipt of a 
Message or notification by a Host PES pursuant to Clauses 15.10, 
15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 20.11, 21.1, 24.1, 24.3 
or 24.5 the date of such receipt shall be deemed to be the date on 
which it is received where such Message or notification is received 
prior to 18:00 hours on an Operational Working Day.  Where such 
Message or notification is received at or after 18:00 hours on an 
Operational Working Day, the date of receipt of such Message or 
notification shall be deemed to be the next Operational Working 
Day.
45.6    If the Data Transfer Network or any relevant part of such network 
is at any time for any reason unavailable for the sending of 
Messages between any affected parties, then during the period of 
unavailability:
45.6.1  the parties shall use 8mm DAT tape to send any notice, 
request or other communication that this Agreement would 
otherwise require to be sent via the Data Transfer Network 
and take reasonable steps to process any notices, requests 
or other communications received within their own systems 
as promptly as possible;
45.6.2  where other means are used in accordance with Clause 
45.6.1, the parties shall be relieved from any service levels 
set out in this Agreement relating to any affected notice, 
request or other communication (except to the extent that 
this Agreement expressly provides for alternative levels in 
such circumstances) but shall use their reasonable 
endeavours to send such notice request or other 
communication as soon as reasonably practicable; and
45.6.3  to the extent that no such other means are practicable given 
the nature of the communication and the surrounding 
circumstances, such unavailability of the Data Transfer 
Network shall be deemed (to the extent not caused by a 
breach by any party of the Data Transfer Service 
Agreement) to constitute a circumstance of Force Majeure 
for the purposes of this Agreement.
47.     ASSIGNMENT AND SUB-CONTRACTING
47.1    Subject to Clause 47.2, and except as provided elsewhere in this 
Agreement no party shall assign any of its rights under this 
Agreement without the prior written consent of all other parties to 
this Agreement, such consent not to be unreasonably withheld.




APPENDIX 1 TO SCHEDULE 6
Non Functional Requirements

1. ACCESS RESTRICTIONS
Commercial Role Restrictions
1.1 Subject to Clause 35, each Host PES shall implement and 
maintain controls to ensure that the data held by its MPAS 
Registration System remains confidential.
1.2 Subject to Clause 35, each Host PES shall only permit 
access to such data to people whose job responsibilities 
include the operation, support or audit of its MPAS 
Registration System.
1.3 Each Host PES shall ensure that the operation of its MPAS 
Registration System is kept strictly outside that Host PES's 
Supply Business activities and management structure
1.4 The provisions of paragraphs 1.1 to 1.3 of this Appendix 1 
only relate to the Host PES's obligations in relation to this 
Schedule 6.
2. RESTRICTIONS RELATING TO BOTH PHYSICAL AND 
SYSTEM ACCESS
2.1 Each Host PES shall implement and maintain controls 
within its MPAS Registration System to ensure that risk of 
intentional errors or fraud is minimised.
2.2 In order to meet the obligations stated in paragraph 2.1 to 
this Appendix 1, each Host PES shall implement and 
maintain at least the following controls within its MPAS 
Registration System:
2.2.1 access restrictions to computer hardware such as 
terminals, cables, tapes and disk drives; and
2.2.2 access restrictions to software and data including 
systems level access, application level access, access 
to particular programs and the system output.
2.3 Each Host PES shall implement and maintain the controls as 
stated in paragraph 2.1 and 2.2 to this Appendix 1 
throughout the term of this Agreement, and shall ensure that 
these encompass system developers, system users, and any 
other relevant parties.
2.4 In order adequately to discharge its obligations under 
paragraph 2 to this Appendix 1 each Host PES shall be 
expected to implement and maintain at least the following:
2.4.1 a security policy, which shall be communicated to all 
relevant parties throughout the organisation and 
strongly endorsed by top management
2.4.2 procedures to ensure periodic reviews of security 
policy;
2.4.3 controls to ensure the clear ownership of data and 
all significant information assets, which include 
information, software, and physical assets.
2.5 Any Host PES that complies with BS 7799 on Information 
Security Management shall be deemed to have achieved the 
required level of security for the purposes of this paragraph 
2.
3. PHYSICAL ACCESS RESTRICTIONS
3.1 Each Host PES shall appropriately restrict access to 
hardware, including terminals, disk drives, cables, and tapes 
relevant to its MPAS Registration System.
3.2 Each Host PES shall monitor the security of hardware 
relevant to its MPAS Registration System.
3.3 In order to comply with paragraph 3.1 to this Appendix 1, 
each Host PES shall implement and maintain at least the 
following controls to its MPAS Registration System:
3.3.1 locking computer rooms containing hardware 
relating to its MPAS Registration System;
3.3.2 restricting access to buildings containing computer 
equipment relating to its MPAS Registration 
System;
3.3.3 restricting access to documentation relating to the 
movements of computer hardware relevant to its 
MPAS Registration System.
4. SYSTEM ACCESS RESTRICTIONS
4.1 Each Host PES shall appropriately restrict access to 
software and data relating to its MPAS Registration 
System, including restricting systems level access (both 
locally or remotely), application level access, and access to 
particular programs using effective passwords.
4.2 Each Host PES shall monitor the security of software 
relevant to its MPAS Registration System.
4.3 In order to comply with paragraph 4.1 to this Appendix 1, 
each Host PES shall implement and maintain at least the 
following controls in respect of its MPAS Registration 
system:
4.3.1 password protection at system, application, and 
program level, and where appropriate at a more 
detailed level;
4.3.2 prevention of users from accessing the operating 
system prompt;
4.3.3 monitoring of attempted or actual access violations;
4.3.4 strong controls over access to special system 
privileges;
4.3.5 authentication of remote access attempts;
4.3.6 controls to safeguard the confidentiality and integrity 
of data passing over public networks;
4.3.7 controls to ensure that information is distributed 
only to the correct market participants;
4.3.8 restricted access to documents/systems forming part 
of the security system;
4.3.9 hardware/software mechanisms that can be 
independently evaluated to provide assurance that 
the system enforces the requirements of the security 
policy;
4.3.10 audit trails kept and protected so that actions 
affecting security can be traced to the responsible 
person.
5. SECURITY
Minimising the Risk of an Unwanted Cessation of Processing
5.1 Each Host PES shall implement and maintain controls over 
computer operations in order to minimise the risk of an 
unwanted cessation of processing.
5.2 In order to comply with paragraph 5.1 to this Appendix 1, 
each Host PES shall implement and maintain at least the 
following controls in relation to its MPAS Registration 
System:
5.2.1 a documented security policy describing measures 
intended to prevent cessation of processing, which is 
communicated throughout the organisation to all 
relevant persons;
5.2.2 procedures to ensure periodic reviews of security 
policy;
5.2.3 virus detection and prevention measures, which are 
communicated to all users;
5.2.4 controls over computer operations to ensure that 
processing is executed in the correct sequence and 
that any dependencies between processes (e.g. 
waiting for a File to be available before starting a 
batch program) are correctly taken into 
consideration;
5.2.5 monitoring of the performance of systems with 
procedures available to operators to deal with 
problems;
5.2.6 formal change control procedures;
5.2.7 adequate training of users, development staff, and 
operations staff;
5.2.8 adequate documentation to include at least user, 
operational, and system specification documentation;
5.2.9 appropriate maintenance arrangements for hardware 
and software;
5.2.10 system housekeeping procedures to maintain the 
integrity and availability of services;
5.2.11 support facilities;
5.2.12 clear responsibilities and procedures for systems 
operation and maintenance.
5.3 Each Host PES shall implement and maintain controls over 
computer operations relevant to its MPAS Registration 
System in order to minimise the impact of unwanted 
cessation of processing in order to:
5.3.1 ensure that data is correctly recovered and 
processing correctly resumed;
5.3.2 ensure that processing is resumed as soon as 
possible.
5.4 Each Host PES shall implement and maintain adequate 
recovery procedures for both short and long term 
interruptions of processing in any or all of the systems.  
These procedures shall wherever possible prevent, and 
otherwise detect and correct, any loss of transmitted data.  
These procedures shall apply to all data, including archived 
data.
5.5 Each Host PES in relation to its MPAS Registration System 
shall perform any retrospective processing required in order 
to catch up with processing requirements after an 
interruption to processing.
5.6 Subject to Clause 30.1, each Host PES shall archive data 
from its MPAS Registration System in a manner which 
allows recovery consistent with the Pool's dispute and audit 
requirements.
5.7 In order to comply with paragraph 5.3.1 to this Appendix 1, 
each Host PES shall implement and maintain at least the 
following controls in relation to its MPAS Registration 
System:
5.7.1 a fully documented and tested disaster recovery 
plan;
5.7.2 backups of programs and data to ensure that 
essential data and software can be restored in the 
event of a disaster;
5.7.3 periodic testing of restoration of backed up data;
5.7.4 features within the DBMS software to safeguard 
data integrity in the event of a system failure, to 
include transaction logging.
6. AUDIT CONTROL
6.1 General Controls
Each Host PES shall ensure that all controls devised to meet the 
requirements set out in Schedule 6:
6.1.1 effectively meet the relevant control objective(s);
6.1.2 are operated effectively throughout the period for 
which the control is relevant;
6.1.3 are verifiable, that is the control procedure shall be 
documented and the operation of the control shall be 
recorded.
6.2 Audit Trail
6.2.1 An adequately verifiable control for the purposes of 
paragraph 6.1 of Appendix 1 is one where:
(A) Processes are documented so that any party 
wishing to verify the processing has a 
description of its nature; and
(B) All processing is recorded and these records 
contain such cross references as are 
necessary to conveniently allow verification 
by tracing data through processing, both 
forwards and backwards.
6.2.2 In order to comply with paragraph 6.1. to this 
Appendix 1, each Host PES shall implement and 
maintain an audit trail for its MPAS Registration 
System which has at least the following 
characteristics:
(A) data shall be traceable from the data held in 
the MPAS Registration System to the source 
instruction and vice versa.
(B) data shall be stored on magnetic or optical 
media in a consistent format;
(C) each MPAS Registration System shall record 
the effective date of changes in 
responsibilities in accordance with the 
procedures set out in Clauses 15, 16 and 24;
(D) the data held on the MPAS Registration 
System shall be maintained in order to ensure 
completeness, accuracy, and timeliness.  The 
changes to data held require the following:
(1) changes made shall be easily 
identifiable;
(2) the effective date for those changes 
made;
(3) the authoriser of the change and their 
authority;
(4) an explanation of why the change 
was made for any manual changes.
(E) Movement of Metering Points between 
different MPAS Registration Systems shall 
be traceable;
(F) the MPAS Registration System shall be able 
to retrieve values of amended data in 
accordance with Clause 30 in order to ensure 
that a full transaction history is available.
6.3 Controls over the Development of MPAS
6.3.1 Each Host PES shall implement and maintain 
controls over the development of its MPAS 
Registration System to ensure that MPAS is 
correctly constructed and that the risk of 
unintentional errors arising from poor software, 
clerical procedures, or other causes, is minimised.
6.3.2 In order to comply with paragraph 6.3.1 to this 
Appendix 1, each Host PES shall implement and 
maintain at least the following controls to its MPAS 
Registration System:
(A) testing of the system prior to going live, with 
test plans and results documented;
(B) systems documentation in sufficient detail to 
support ongoing operations and future 
maintenance;
(C) use of quality management.
6.4 Controls over Unintentional Errors
6.4.1 Each Host PES shall implement and maintain 
controls over the processing of its MPAS 
Registration System to ensure that the risk of 
unintentional errors arising and not being corrected 
in a timely fashion is minimised.
6.4.2 In order to comply with paragraph 6.4.1 to this 
Appendix 1, each Host PES shall implement and 
maintain controls over input, processing and output, 
as well as over data and communications, in order to 
ensure that the rules for valid processing defined 
during system design, including those specified 
under the relevant Settlement Agreement, are 
adhered to; and that the data held and processed by 
its MPAS Registration System is accurate, complete, 
valid and not out of date.
6.4.3 In order to comply with paragraph 6.4.1 to this 
Appendix 1, each Host PES shall implement and 
maintain at least the following controls:
(A) unique Supply Number Cores in order that 
the relevant Settlement System can work;
(B) facilitate reconciliations between the ERS 
and MPAS in accordance with the 
procedures set out in Clause 12;
(C) validation checks to ensure that all 
mandatory data fields are present on 
Registration, and data is inputted accurately;
(D) controls to ensure that the Distribution 
Business disconnects the correct Metering 
Point within the MPAS Registration System;
(E) controls to ensure that standing data is 
complete, accurate and up-to-date (i.e. 
consistent with the most recent valid input); 
and that there have not been unauthorised or 
erroneous (i.e. invalid) changes;
(F) controls to ensure that Metering Points are 
allocated to the correct GSP Group.
6.5 Implementation
6.5.1 Each Host PES shall implement and maintain 
controls over the implementation of its MPAS 
Registration System to ensure that the risk of 
unintentional errors arising from incorrect 
implementation is minimised.
6.5.2 Each Host PES shall ensure that Migration of data 
onto MPAS is conducted in a controlled manner, 
with data validity checks carried out.
6.5.3 In order to comply with paragraph 6.5.1 in this 
Appendix 1, each Host PES shall:
(A) ensure that users are adequately trained such 
that they are competent in the use of the 
system;
(B) use separate test and live environments;
(C) implement and maintain controls over the 
authorisation and co-ordination of transfers 
of data and programs from the test 
environment to the live environment;
(D) use a fully documented and repeatable 
system test model.
6.6 Constraints
6.6.1 Each Host PES shall operate its MPAS Registration 
System in line with the following constraints:
(A) the MPAS Registration System shall allow 
entry of new suppliers to the market and the 
exit of suppliers from the market.
(B) each Host PES shall implement and maintain 
controls to its MPAS Registration System to 
ensure Registration is made against the 
correct Metering Point.
(C) the MPAS Registration System shall enable 
the unambiguous identification of all 
Metering Points and their previous and 
current suppliers together with dates of any 
changes.

SCHEDULE 7
Scottish Settlement Requirements (Scotland)
2.      CONDITIONS PRECEDENT
2.1     A Host PES shall not be obliged to provide Services using its 
MPAS Registration System which require Certification until:
	2.1.1   the Host PES has become Accredited and its MPAS 
Registration System has been Certified.
2.2     The obligations on a Host PES to provide Services to a Supplier in 
relation to any particular Metering Point in its Authorised Area are 
subject to the Host PES having entered values for the data items 
(other than data item 19) listed in Schedule 2 for that Metering 
Point into its MPAS Registration System except where:
	2.2.2   the Metering Point at a particular time is a New Metering 
Point, in which case the provisions of Clause 20.1 shall 
apply.
11.     MPAS TECHNICAL CONSTRAINT
11.1    Each Host PES shall ensure that its MPAS Registration System 
enables only one Supplier to be Registered as responsible for 
supplying any Metering Point for a particular day.
11.2    Where a Host PES has become Accredited and its systems have 
been Certified, it shall ensure that:
	11.2.1  it uses Certified systems and processes to provide and 
maintain its MPAS; and
	11.2.2  any changes in its Certified systems and processes are made 
in accordance with Certified change procedures.
13.     SERVICE AVAILABILITY
13.1    Each Host PES shall provide, operate and maintain its MPAS 
Registration System as a Reasonable and Prudent Operator and, 
subject to Clause 13.3, shall use its reasonable endeavours to 
ensure that staff are available between 09:00 hours and 18:00 hours 
on all Operational Working Days to receive requests pursuant to 
Clauses 17.4, 19, 20.12, 22.1, 23.1, 25.1 27.5 and 27.6 and to 
respond to queries from Suppliers in relation to the provision of 
Services.
13.2    Each Host PES shall use its reasonable endeavours to ensure that 
any planned suspensions in the operation of its MPAS Registration 
System are scheduled so that there is the minimum amount of 
disruption to the provision of MPAS. The relevant Host PES shall 
provide the relevant Suppliers and Data Aggregators with as much 
notice as possible of any planned suspension in the availability of its 
MPAS Registration System.
13.3    In the event of any unplanned suspension in the operation of its 
MPAS Registration System, the Host PES shall treat the 
suspension as an emergency and shall implement its disaster 
recovery procedures, approved as part of its Accreditation, within 
48 hours of the start of the suspension.  The Host PES shall use its 
reasonable endeavours to make its MPAS Registration System 
available again as quickly as possible.
13.4    Any failure of the Host PES to comply with the provisions of 
Clauses 13.2 and 13.3 shall not relieve that Host PES from the 
application of the service levels referred to in Clause 14 except 
where such failure is due to a circumstance of Force Majeure in 
which case the provisions of Clause 36 or 45 shall apply.
14      SERVICE LEVELS AND LIQUIDATED DAMAGES
	Service Levels
14.1    Save as otherwise provided in this Agreement, each Host PES shall 
use its reasonable endeavours to ensure that notifications of any one 
type which it receives shall be processed in the order in which they 
were received.
14.2    Where a Host PES receives any notification pursuant to any of 
Clauses 15.10, 15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 20.11, 
21.1, 24.1, 24.3, 24.5 or the Objection Resolution Period has 
elapsed under Clause 16.13, the Host PES shall notify the relevant 
persons listed in those Clauses, or for notifications received under 
Clauses 21.1 and 24.3, the persons listed in Clauses 21.2 and 24.4 
respectively (except for its Distribution Business) in the manner 
contained in Clause 14.3.
14.3    Each Host PES shall produce the notifications required under the 
Clauses listed in Clause 14.2 in accordance with the requirement set 
out in Clause 28.2 in response to any notifications received by 
18:00 hours on an Operational Working Day or in response to the 
elapsing of the Objection Resolution Period on a particular 
Operational  Working Day ("Message Receipt Working Day") 
and, subject to Clauses 14.4 and 14.5, shall operate its MPAS 
Registration System with the intent to deliver the total number of 
such notifications ("Total Daily Processing") to its Gateway by 
06:00 hours on the following Operational Working Day or as soon 
as reasonably practicable thereafter.
14.4    For the purposes of fulfilling its obligations in respect of the 
Settlement Requirements, each Host PES shall ensure that:
	14.4.1   the Total Daily Processing will be processed and delivered 
to the Host PES's Gateway at a time not later than 06:00 
hours on the first Operational Working Day following the 
Message Receipt Working Day provided that the Host PES 
shall not be in breach of this obligation if it fails to meet this 
target on not more than six Operational Working Days 
during each Quarter;
	14.4.2  if the target in Clause 14.4.1 is not met, the Total Daily 
Processing will be processed and delivered to the Host 
PES's Gateway at a time not later than 06:00 hours on the 
second Operational Working Day following the Message 
Receipt Working Day provided that the Host PES shall not 
be in breach of this obligation if it fails to meet this target on 
not more than one Operational Working Day during each 
Quarter;
	14.4.3  if the target in Clause 14.4.2 is not met, the Total Daily 
Processing will be processed and delivered to the Host 
PES's Gateway at a time not later than 06:00 hours on the 
third Operational Working Day following the Message 
Receipt Working Day.
14.6    In order to determine whether the Host PES has fulfilled the 
requirements set out in each of Clauses 14.4 to 14.5, each Host 
PES shall note the time on the Operational Working Day when the 
Total Daily Processing is delivered to its Gateway in relation to the 
Message Receipt Working Day relevant to that Total Daily 
Processing.
14.7    Each Host PES shall measure its performance against the 
requirements set out in Clauses 14.4 and 14.5 over each Quarter 
provided that where a Host PES breaches the requirements in 
Clauses 14.5.3 and 14.5.4, the breach shall be deemed to have 
occurred in the Quarter in which the second Operational Working 
Day following the Message Receipt Working Day occurred. 
14.8    Each Host PES agrees that it is their long term objective to achieve 
a service level ensuring the processing and delivery of the Total 
Daily Processing by 06:00 hours on the first Operational Working 
Day following the Message Receipt Working Day.
SESL Liquidated Damages
14.9    Where the number of occasions in any Quarter that a Host PES fails 
to deliver the Total Daily Processing to its Gateway within the 
timescales indicated in Clauses 14.4.1 to 14.4.3 exceeds the number 
of allowable failures indicated in the relevant Clause, that Host PES 
if in Scotland shall pay SESL (POUND)125 for each such extra occasion on 
which it has failed to deliver the Total Daily Processing to its 
Gateway, provided that the Host PES shall have no liability to make 
such payment for any failures which occur before the date which is 
15 consecutive weeks following commencement of Controlled 
Market Start-Up in its Authorised Area or such longer period as 
MEC may determine in accordance with Clause 14.13.
Data Transfer Service Escalation
14.12   Where a Host PES receives a notification from the Data Transfer 
Network indicating that a Message sent by that Host PES pursuant 
to the terms of this Agreement has not been received by the 
relevant Supplier or Data Aggregator, the Host PES shall contact 
the Supplier or Data Aggregator as soon as reasonably practicable.  
The Host PES and relevant Supplier or Data Aggregator shall 
utilise the Problem Management Procedures under the Data 
Transfer Service Agreement which may require the Host PES to 
Resend the original Message.
Review
14.15   MEC shall conduct a formal review, to be started no earlier than 12 
months or as MEC otherwise decides and completed no later than 
15 months, after the start of Controlled Market Start-Up for the 
Host PES that is the first Host PES to commence Controlled 
Market Start-Up.
14.17   Each party agrees to provide MEC with all reasonable information 
that MEC may require for the purposes of carrying out its review 
pursuant to this Clause 14.  This may include information relating 
to the level of market activity, the average number of Messages 
within the Total Daily Processing, the average composition of a 
Total Daily Processing and information to verify the assumptions 
set out in Clause 14.16 and how the values ascribed to such 
assumptions may have changed since the date of this Agreement.
14.18   Nothing in this Clause shall be construed as restricting the scope of 
MEC's review pursuant to Clause 14.15.  In particular, MEC shall 
consider whether there is a need for further reviews to be carried 
out by it after the conclusion of its review pursuant to this Clause 
14.
14.19   MEC shall copy the results of its review to all parties as soon as 
reasonably practicable following the conclusion of its review.  Any 
changes to this Agreement that MEC reasonably considers should 
be made as a result of the review shall be treated as a change 
request and the procedures set out in Clause 9 shall be followed.
15      PROCEDURE FOR APPLICATION FOR REGISTRATION 
BY A SUPPLIER
15.1    Subject to Clause 3.2, a Supplier that has entered into a contract to 
supply or receive electricity through or from a Metering Point, 
under which supply or receipt is to commence on or after the date 
specified by the Director in relation to the Premises associated with 
that Metering Point as referred to in Clause 3.2 or is supplying or is 
to supply from any such Metering Point under a tariff arrangement 
on or after that date, shall apply to the Host PES whose MPAS 
Registration System has the Metering Point recorded on it, for 
Registration in respect of that Metering Point, pursuant to the 
provisions of this Clause 15 or Clause 20, as appropriate except 
where that Supplier is already Registered in relation to that 
Metering Point or where that Metering Point is registered on ERS.
15.6    A Valid Application for Registration for the purposes of this Clause 
15 is one that:
	15.6.1  contains values that the Supplier has identified as 
representing data items 1, 2, 3, 8 and 10 of Schedule 2 for 
the Metering Point against which it wishes to Register 
which are Accepted on the MPAS Registration System;
	15.6.2  is received by the relevant Host PES no later than the last 
Operational Working Day before the Supply Start Date 
included in the Supplier's application under Clause 15.6.1 
and no more than 28 days in advance of that date.
15.10   Where a Host PES receives a Valid Application for Registration 
from a Supplier in relation to a Metering Point, it shall Register that 
Supplier and shall notify that Supplier (the "New Supplier"), the 
New Supplier's Data Aggregator, the Old Supplier, the Old 
Supplier's Data Aggregator, any Data Aggregator the Old Supplier 
may have appointed for a future date, and the relevant Distribution 
Business for that Metering Point that the Supplier has been 
Registered.  Subject to Clauses 16.8 and 16.13, the New Supplier 
shall be deemed responsible for the supply of electricity through the 
relevant Metering Point from 00:00 hours on the Supply Start Date.  
Subject to Clauses 16.8 and 16.13, the Old Supplier shall cease to 
be responsible for the supply of electricity through the relevant 
Metering Point from 00:00 hours on the Supply Start Date.
15.11   Subject to Clauses 15.2 and 15.3, the New Supplier shall use its 
reasonable endeavours to submit a Valid Application for 
Registration to the Host PES as far in advance of the Supply Start 
Date as reasonably possible taking into account the restrictions set 
out in Clause 15.6.2.  The relevant Host PES shall not be 
responsible for ensuring that the New Supplier complies with the 
requirements of this Clause 15.11.
15.12   The New Supplier shall use its reasonable endeavours not to 
commence supplying electricity through any Metering Point or 
make any material changes to that Metering Point until it has 
received from the relevant Host PES a notice confirming its 
Registration in respect of the relevant Metering Point or (if later) 
the Supply Start Date specified in the New Supplier's Application 
for Registration.  The relevant Host PES shall not be responsible 
for ensuring that the New Supplier complies with the requirements 
of this Clause 15.12.  Where the New Supplier is unable to comply 
with the provisions of this Clause 15.12 due to the relevant Host 
PES's failure to send out a notice confirming its Registration within 
the timescales indicated in Clause 14.4 or 14.5, that New Supplier 
shall be deemed not to be in breach of the obligation set out in this 
Clause 15.12.
15.13   Where an Old Supplier makes a change to one of the data items for 
which it is stated to be responsible in Schedule 2, in relation to a 
Metering Point, and its Message to the relevant Host PES is 
Rejected and the reason for such Rejection is stated to be the New 
Supplier's Registration, the Old Supplier shall contact the New 
Supplier as soon as possible and inform it of the change, using the 
contact notice facility provided under Clause 17, if necessary.
15.14   Where a Host PES receives an Application for Registration from a 
Supplier which is not a Valid Application for Registration, it shall 
Reject the Application for Registration and shall notify the Supplier 
that such application has been Rejected, setting out all the reasons 
for the Rejection.  Notwithstanding Clause 15.6.2, the MPAS 
Registration Systems of some Host PESs may not Reject an 
otherwise Valid Application for Registration even though the 
Application for Registration is received after the date that is the last 
Operational Working Day before the Supply Start Date included in 
the Supplier's Application for Registration.
16      PROCEDURE FOR OBJECTION BY OLD SUPPLIER
16.1    An Old Supplier may issue an objection ("Notice of Objection") to 
the relevant Host PES in relation to an Application for Registration 
of which it has been notified pursuant to Clause 15.10 where:
	16.1.1  subject to Clause 16.2, the Application for Registration is in 
relation to a Metering Point which is associated with 
Designated Premises at which the Customer is being 
supplied by the Old Supplier under a contract that will 
neither expire nor (to the Old Supplier's knowledge) be 
terminated by the New Supplier's Supply Start Date notified 
to the Old Supplier pursuant to Clause 15.10; or
	16.1.2  subject to Clause 16.2, the Application for Registration is in 
relation to a Metering Point which is associated with 
Domestic Premises where charges for electricity supplied to 
the Customer (at any such Domestic Premises), having been 
demanded in writing by the Old Supplier, prior to the notice 
of termination being given remain owing to the Old Supplier 
more than 28 days after that demand was made; or
	16.1.3  the Application for Registration for the relevant Metering 
Point is received by the Host PES either before the Director 
has made a direction in respect of the Premises with which 
the Metering Point is associated, pursuant to Condition 3 of 
the New Supplier's Second Tier Supply Licence, or prior to 
such date as is specified in that direction.
	16.1.4  the New Supplier has contacted the Old Supplier and both 
Suppliers have agreed that the New Supplier's Registration 
has been made in error; or
	16.1.5  the Application for Registration relates to a Metering Point 
which is a Related Metering Point and the relevant New 
Supplier has not applied to Register all the relevant Related 
Metering Points on the same Operational Working Day for 
the same Supply Start Date:
	Each ground of objection in Clauses 16.1.1 to 16.1.5 shall be 
treated as separate and independent from each of the other grounds 
of objection in those Clauses.
16.2    The Old Supplier may not issue an objection to the New Supplier's 
Application for Registration on the grounds indicated in Clauses 
16.1.1 and 16.1.2 if the Host PES's notice to it in Clause 15.10 
indicates that data item 7 in Schedule 2 for the Metering Point in 
the New Supplier's Application for Registration has been set to "T" 
("True") unless it has reasonable grounds for believing that 
information to be inaccurate.
16.3    A Notice of Objection that complies with the requirements of 
Clauses 16.1 and 16.2 shall be a Valid Notice of Objection ("Valid 
Notice of Objection").
16.4    The relevant Host PES shall not be responsible for checking that 
any Notice of Objection that it receives is a Valid Notice of 
Objection.
16.5    Where an Old Supplier wishes to issue a Notice of Objection to the 
relevant Host PES in relation to an Application for Registration of 
which it has been notified pursuant to Clause 15.10 it shall issue 
such notice to the relevant Host PES so that it is received by the 
Host PES within the Objection Raising Period.
16.6    Where the Old Supplier gives a Notice of Objection it shall, at the 
same time, send notification to its Customer at the Premises of the 
grounds for that objection and of how the Customer may dispute or 
resolve such grounds.
16.7    Where the relevant Host PES receives and Accepts a Notice of 
Objection in respect of a New Supplier's Registration within the 
Objection Raising Period, the Host PES shall record such notice 
and shall notify the Old Supplier and New Supplier, the Old 
Supplier's Data Aggregator any Data Aggregator the Old Supplier 
may have appointed for a future date, the New Supplier's Data 
Aggregator, any Data Aggregator the New Supplier may have 
appointed for a future date and, where necessary, the relevant 
Distribution Business that such Notice of Objection has been 
received and Accepted.  All data items relating to the New 
Supplier's Registration, including any changes to data items that a 
New Supplier has made pursuant to Clause 24.2, shall be removed.  
The Old Supplier shall be notified of all changes to data items made 
by the New Supplier pursuant to Clause 24.2, or made by the 
Distribution Business pursuant to Clause 24.1 which were entered 
on or after the Operational Working Day on which the New 
Supplier's Registration was Accepted, and which have an effective 
date which is not later than the Operational Working Day on which 
the Notice of Objection is Accepted.  Such notification shall 
exclude any items which were provided by the Old Supplier. The 
New Supplier shall not be able to make any changes to data items 
4, 5, 7, 11 to 14, 16 or 17 in Schedule 2 for the relevant Metering 
Point after the Old Supplier's Notice of Objection is lodged unless 
and until the Notice of Objection is removed by the Host PES in 
accordance with Clause 16.9.  Where the relevant Notice of 
Objection is not Accepted or has not been received within the 
Objection Raising Period, the relevant Host PES shall Reject such 
Notice of Objection and shall notify the Old Supplier that it has 
Rejected its Notice of Objection and all the reasons for the 
Rejection.  Where the Old Supplier's Notice of Objection has been 
Rejected the Old Supplier may re-submit a Notice of Objection 
within the Objection Raising Period.
16.8    Where the Host PES records a Notice of Objection in accordance 
with Clause 16.7 it shall note within its MPAS Registration System 
that the Registration of the New Supplier in relation to the relevant 
Metering Point has been objected to and the responsibility for 
supplying that Metering Point shall revert to or remain with the Old 
Supplier, as relevant, such that the New Supplier's Registration 
shall be deemed not to have taken place.
16.9    The Old Supplier may withdraw any Notice of Objection that has 
been Accepted by the Host PES within the Objection Resolution 
Period and shall do so where the grounds for its objection have 
been resolved within the Objection Resolution Period.  Where the 
Old Supplier withdraws a Notice of Objection pursuant to this 
Clause 16.9 it may not re-submit a Notice of Objection in respect of 
the same Application for Registration pursuant to Clause 16.5.  
Where the Host PES Accepts the Old Supplier's withdrawal of its 
Notice of Objection the Host PES shall remove the Notice of 
Objection and shall notify the Old Supplier, the New Supplier, the 
Old Supplier's Data Aggregator, any Data Aggregator the Old 
Supplier may have appointed for a future date, the New Supplier's 
Data Aggregator, any Data Aggregator the New Supplier may have 
appointed for a future date and, where necessary, the relevant 
Distribution Business of the removal of the Notice of Objection.  
Where the Old Supplier has made any changes to the data items 
pursuant to Clause 24.2, or the Distribution Business has made any 
changes to data items pursuant to Clause 24.1, which were entered 
on or after the Operational Working Day on which the Notice of 
Objection was Accepted, and such changes have an effective date 
which is not later than the Operational Working Day on which the 
Notice of Objection is withdrawn, during the Objection Resolution 
Period, the Host PES shall notify the New Supplier that such 
changes were made.  The data items relevant to the New Supplier's 
Registration shall be included in the notification to the New 
Supplier.  Where the relevant Host PES does not Accept the Old 
Supplier's request to withdraw its Notice of Objection it shall 
Reject such application and shall notify the Old Supplier that its 
application to withdraw its Notice of Objection has been Rejected 
and give reasons.
16.10   Where the Old Supplier withdraws a Notice of Objection or where 
the grounds of objection are later resolved, it shall notify the 
Customer at the relevant Premises as soon as is reasonably 
practicable.
16.11   The relevant Host PES shall not be responsible for checking 
whether the grounds for objection in the Old Supplier's Notice of 
Objection have been resolved within the Objection Resolution 
Period, where the Old Supplier indicates that they have been, in its 
notice submitted pursuant to Clause 16.9.
16.12   Where the Host PES removes a Notice of Objection in accordance 
with Clause 16.9, it shall restore the Registration of the relevant 
New Supplier, who shall be deemed to be responsible for the supply 
of electricity through the relevant Metering Point from the Supply 
Start Date included in its Valid Application for Registration.  If the 
Old Supplier made any changes to data items pursuant to Clause 
24.2 during the Objection Resolution Period which were to be 
effective from a date on or after the New Supplier's Start Date, 
such changes shall be deemed not to have been made.  If the New 
Supplier made any changes to data items pursuant to Clause 24.2 
before the Host PES recorded the Old Supplier's Notice of 
Objection those changes shall be re-instated on the MPAS 
Registration System to be effective from the dates originally 
specified in the New Supplier's application.
16.13   Where a Notice of Objection is not withdrawn or the request to 
withdraw has been Rejected within the Objection Resolution 
Period, the relevant Host PES shall inform the Old Supplier and the 
New Supplier that the Objection Resolution Period has expired and 
the Old Supplier shall retain responsibility for the Metering Point.
17.     CONTACT NOTICE FACILITY
17.1    After the period of Controlled Market Start-Up for the relevant 
Host PES where either:
	17.1.1  the Old or New Supplier in relation to the current or 
pending Registration for a particular Metering Point 
reasonably believes that the New Supplier has been 
erroneously Registered for that particular Metering Point; 
or
	17.1.2  the Old Supplier in relation to the current Registration 
wishes to assign to the New Supplier a debt owing to it by a 
Customer at Domestic Premises pursuant to Condition 40 
of the Old Supplier's PES Licence in England and Wales or 
Condition 35 of Part V of the Old Supplier's PES Licence in 
Scotland or Condition 48 of the Old Supplier's Second Tier 
Supply Licence in England and Wales or Condition 49 of 
the Old Supplier's Second Tier Supply Licence in Scotland, 
as the case may be; 
	17.1.3  the Old or New Supplier in relation to the current or 
pending Registration reasonably believes that the New 
Supplier applied to register a Metering Point which is a 
Related Metering Point without applying to Register all the 
relevant Related Metering Points at the same time; or
	17.1.4  the Old Supplier is obliged to contact the New Supplier 
pursuant to Clause 15.13,
the relevant Supplier shall contact the relevant Host PES to request 
the identity of the other Supplier using either the Data Transfer 
Network if the Host PES can receive a request on the Data 
Transfer Network for the provision of such service or otherwise by 
facsimile sent to that Host PES's MPAS management facsimile 
number.
17.2    Where, during or after Controlled Market Start-Up, a Host PES 
who has been unable to receive Messages on the Data Transfer 
Network for the provision of the Service requested under Clause 
17.1 subsequently becomes able to do so, that Host PES shall 
notify all Suppliers Registered on its MPAS Registration System of 
that fact.
17.3    Where the Host PES can receive a Message on the Data Transfer 
Network for the provision of the Service requested under Clause 
17.1, the Host PES shall provide both the Suppliers with the other's 
identity.  Where the Host PES Rejects the Message it shall notify 
the Supplier of its Rejection and all the reasons for so doing.
17.4    Where the Host PES cannot receive a Message on the Data 
Transfer Network, (otherwise than as a result of a failure of the 
Data Transfer Network) for the provision of the Service requested 
under Clause 17.1 and the Host PES receives the Supplier's manual 
request pursuant to Clause 17.1 by 15:00 hours on an Operational 
Working Day, it shall provide both the Suppliers with the other's 
identity by 06:00 hours on the following Operational Working Day 
provided that where the total number of manual requests received 
pursuant to Clause 17.1 to be responded to by that Host PES 
would otherwise exceed 50 in any Operational Working Day the 
Host PES shall use its reasonable endeavours to provide as many 
responses as possible but shall only be required to provide the first 
50 responses requested on that Operational Working Day.  Such 
responses shall be provided in the following manner:
	17.4.1  a maximum of 5 responses per Supplier or Data 
Aggregator, allocated in the order in which those requests 
are received; and
	17.4.2  where Clause 17.4.1 has been complied with, any extra 
requests which have been received shall be provided in the 
order in which they were received.
Any extra requests in excess of 50 requested in any Operational 
Working Day or any received after 15:00 hours on an Operational 
Working Day in relation to which the Host PES has not provided 
responses shall be deemed to have been requested at the start of the 
following Operational Working Day.
17.5    Each Host PES shall offer the Services pursuant to Clause 17.1 and 
17.3 during the period of Controlled Market Start-Up for that Host 
PES where it does not automatically notify each Supplier of the 
other relevant Supplier's identity pursuant to the procedures 
contained in Clauses 15 and 16.  The Host PES shall cease to 
automatically notify each Supplier of the other relevant Supplier's 
identity after the end of Controlled Market Start-Up for that Host 
PES.
17.6    The relevant Host PES shall not be required to check the validity of 
any request made in accordance with Clause 17.1 except to check 
that the Supplier requesting the information is the New or Old 
Supplier in relation to the relevant Metering Point in relation to the 
relevant Registration.
18.     ERROR RECTIFICATION
18.1    Each Supplier shall use its reasonable endeavours to check any 
notice it receives from a Host PES pursuant to Clause 15 for errors 
and in particular where it is a New Supplier to check data item 5 of 
Schedule 2 for the relevant Metering Point.  Where data item 5 of 
Schedule 2 for a Metering Point indicates that the Metering Point is 
a Related Metering Point, the New Supplier shall use its reasonable 
endeavours to ensure that all other relevant Related Metering 
Points are Registered at the same time either in accordance with 
Clause 15 or this Clause 18.
18.2    Where an Old Supplier has raised an objection pursuant to Clause 
16.1.5, the Old Supplier for a particular Metering Point shall, on 
request by a New Supplier as soon as reasonably practical, notify 
that New Supplier of all Related Metering Points for that Metering 
Point for which the Old Supplier is or has been Registered.
18.3    Where the Old Supplier for a particular Metering Point reasonably 
believes that the New Supplier has either erroneously Registered 
for a particular Metering Point or has Registered for a Related 
Metering Point without registering all other relevant Related 
Metering Points it shall either:
	18.3.1  raise an objection if it may pursuant to Clause 16.1 within 
the time limits set out in Clause 16; or
	18.3.2  contact the New Supplier as soon as possible using the 
facility provided under Clause 17, if necessary.
Where the Old Supplier raises an objection pursuant to Clause 
18.3.1 it may also contact the New Supplier using the facility under 
Clause 17 if necessary.
18.4    Where the New Supplier for a particular Metering Point reasonably 
believes that it has either erroneously Registered for that Metering 
Point or has Registered for a Related Metering Point without 
registering all other relevant Related Metering Points it shall either:
	18.4.1  where it has Registered a Related Metering Point without its 
associated Related Metering Point(s) and the Old Supplier 
has not objected to its original registration apply for 
Registration for the relevant Related Metering Point(s) as 
soon as reasonably practicable.  Where the Supplier makes 
such an application but does not apply in sufficient time to 
ensure that it receives confirmation from the Host PES 
before it commences supplying electricity through the 
relevant Related Metering Points it shall contact the Old 
Supplier as soon as possible using the facility provided 
under Clause 17, if necessary; or
	18.4.2  contact the Old Supplier as soon as possible using the 
facility provided under Clause 17, if necessary.
18.5    Where either the relevant Old Supplier or New Supplier contacts 
the other pursuant to Clause 18.3 or 18.4, these Suppliers shall 
agree the appropriate method for rectifying the error or registering 
all other relevant Related Metering Points.  This may include:
	18.5.1  the Old Supplier objecting to the New Supplier's application 
under Clause 16 within the time limits set out in Clause 16; 
or
	18.5.2  the Old Supplier withdrawing its objection; or
	18.5.3  the New Supplier Registering all relevant Related Metering 
Points before it commences supplying electricity through the 
Related Metering Point(s) and if necessary the Old Supplier 
removing its objection under Clause 16 within the time 
limits set out in Clause 16; or
	18.5.4  the Old Supplier applying for Registration in relation to the 
Metering Point where the New Supplier has registered the 
relevant Metering Point in error; or
	18.5.5  the New Supplier applying for Registration in relation to the 
other associated Related Metering Points after the time 
period indicated in Clause 18.5.3.
18.6    The Suppliers shall, as soon as reasonably practicable, settle any 
costs incurred as a result of implementing any methods to correct 
errors or as a result of those errors including those outlined in 
Clause 18.5 between them including any settlement costs that are 
incorrectly allocated to the Suppliers and any costs incurred as a 
result of registering any relevant Related Metering Points at a later 
time to the associated Related Metering Points.
19.1    RETROSPECTIVE AMENDMENT OF MPAS 
REGISTRATION SYSTEM
19.1    Subject to Clause 19.2 and where the procedures detailed in Clause 
18 cannot be used, the Old Supplier and New Supplier may request 
the relevant Host PES to amend the MPAS Registration System 
manually to rectify an erroneous Registration.   The Host PES shall, 
where the Host PES has received a joint written confirmation from 
the Old Supplier and the New Supplier agreeing to the amendment 
to the MPAS Registration System and any associated charges, 
undertake the manual amendment in the limited circumstances set 
out in guidelines established by MEC, at a charge to be agreed 
between the relevant Host PES and the relevant Suppliers.   Such 
guidelines shall be established by MEC in consultation with all 
parties as soon as practicable after the date of this Agreement.
19.2    The parties agree to instruct MEC, as soon as reasonably 
practicable after the date of this Agreement, to review the Services 
to establish what changes would be required to introduce an 
electronic retrospective amendment facility and whether, in the light 
of all relevant facts and circumstances, such a facility should be 
introduced and if so, when and what that facility should be.  The 
facts and circumstances to be considered by MEC shall include:
	19.2.1  the results of any impact assessment which MEC has 
requested any Host PES to carry out on its MPAS 
Registration System;
	19.2.2  what situations could give rise to the requirements to amend 
the MPAS Registration Systems retrospectively;
	19.2.3  whether the procedures set out in Clause 18 in practice 
provide adequate solutions to the situations outlined under 
Clause 19.2.2;
	19.2.4  what effect any enhanced functionality, if needed, would 
have on any interfacing systems and what corresponding 
changes would be required to those systems if any enhanced 
functionality to the MPAS Registration Systems were to be 
introduced;
	19.2.5  what effect any enhanced functionality, if needed, would 
have on Accreditation requirements;
	19.2.6  the funding and charging implications of any enhanced 
functionality, if needed; and
	19.2.7  the appropriate allocation of liability arising from the 
implementation of the enhanced functionality, if needed.
19.3    Where as a result of the review carried out pursuant to Clause 19.2, 
MEC decide that enhanced functionality is required they shall notify 
the Host PES and indicate an appropriate timescale for the 
introduction of the enhanced functionality into the Host PES MPAS 
Registration Systems.  Each Host PES shall implement such 
enhanced functionality in accordance with the timescale set out by 
MEC.
19.4    Prior to any enhanced functionality being introduced into the Host 
PES MPAS Registration Systems in accordance with Clause 19.3, 
MEC shall develop procedures specifying when and how the parties 
can amend retrospectively the MPAS Registration Systems.  Such 
procedures shall apply instead of Clause 19.1 in respect of each 
Host PES from the date that each Host PES has implemented 
successfully the enhanced functionality into its MPAS Registration 
System.
20      NEW CONNECTIONS, NEW METERING POINTS AND 
REGISTRATION OF NEW SUPPLY NUMBERS
20.1    Where a Host PES's Distribution Business:
	20.1.1  creates a new connection to Premises from its Distribution 
System (a "New Connection") and hence creates a new 
Metering Point; or
	20.1.2  in circumstances other than those set out in Clause 20.1.1, 
agrees with a Supplier that a new Metering Point should be 
created; or
	20.1.3  decides to enter a new Metering Point onto its MPAS 
Registration System,
(in each circumstance a "New Metering Point")
it shall ensure that a Skeleton Record for the new Metering Point is 
entered on its MPAS Registration System, in the case of Clause 
20.1.1 no later than the end of the second Operational Working 
Day following completion of the works associated with the New 
Connection and in the case of Clauses 20.1.2 or 20.1.3 no later than 
the end of the second Operational Working Day following its 
agreement with the Supplier or its decision to enter a new Metering 
Point.
20.2    A Valid Application for Registration in relation to a New Metering 
Point is one that:
	20.2.1  contains values that the Supplier has identified as 
representing data items 1 to 3, 8 and 10 of Schedule 2 for 
the New Metering Point against which it wishes to Register 
which are Accepted on the relevant MPAS Registration 
System;
	20.2.2  is received by the relevant Host PES no later than the last 
Operational Working Day before the Supply Start Date 
included in the Supplier's application under Clause 20.2.1 
and no more than 28 days in advance of that date; and
	20.2.3  relates to a New Metering Point that has a Skeleton Record 
entered for it in the relevant Host PES's MPAS Registration 
System.
20.4    The Supplier may also include in its Application for Registration for 
a New Metering Point the values for other data items that are the 
Supplier's responsibility in Schedule 2 for that New Metering Point.  
However, if the Supplier includes the Energisation Status in its 
Message and all the other data items that are the Supplier's 
responsibility under Schedule 2 have not been included or data item 
6 in Schedule 2 for that New Metering Point is not included in the 
Skeleton Record, the Host PES shall Reject the Message and shall 
inform the Supplier that such Message has been Rejected together 
with all the reasons for its Rejection.  Each Host PES may also 
Reject an Application for Registration which contains values for 
other data items in the MPAD for the relevant New Metering Point 
if they are not provided in the combinations required under that 
Host PES's Validation Procedures.
20.5    Where the Host PES receives a Valid Application for Registration 
from a Supplier in relation to a New Metering Point which it does 
not Reject in accordance with Clause 20.4, it shall Register the 
Supplier and shall notify the Supplier and, where data item 14 has a 
value other than null and, where such persons are identified in 
respect of the New Metering Point the Data Aggregator that the 
Supplier has been Registered for that New Metering Point. The 
Supplier shall be deemed responsible for the supply of electricity 
through the relevant New Metering Point from the Supply Start 
Date included in its Valid Application for Registration.
20.7    The Supplier shall use its reasonable endeavours not to commence 
supplying electricity through any Metering Point until it has 
received from the relevant Host PES a notice confirming its 
Registration in respect of the relevant Metering Point or (if later) 
the Supply Start Date specified in the Supplier's Application for 
Registration.  The relevant Host PES shall not be responsible for 
ensuring that the Supplier complies with the requirements of this 
Clause 20.7.  Where the Supplier is unable to comply with the 
provisions of this Clause 20.7 due to the relevant Host PES's failure 
to send out a notice confirming its Registration within the timescale 
indicated in Clause 14.3, that Supplier shall be deemed not to be in 
breach of the obligation set out in this Clause 20.7.
20.8    Where a Host PES receives an Application for Registration for a 
New Metering Point from a Supplier which is not a Valid 
Application for Registration, it shall Reject the Application for 
Registration and shall notify the Supplier that the application has 
been Rejected together with all the reasons for its Rejection.  
Notwithstanding Clause 20.2.2, the MPAS Registration Systems of 
some Host PESs may not Reject an otherwise Valid Application for 
Registration if the Application for Registration is received after the 
date that is the last Operational Working Day before the Supply 
Start Date included in the Supplier's Application for Registration.
20.10   The Supplier shall notify the Host PES as soon as reasonably 
practical of the other data items for which the Supplier is identified 
as being responsible in Schedule 2, where it has not already done so 
pursuant to Clause 20.4.  Such data items may be provided at the 
same time or at different times provided that where the relevant 
Host PES's Validation Procedures require such data items to be 
provided in particular combinations, the Supplier shall provide such 
combinations of data items at the same time.  On each occasion that 
the Supplier provides such information and the Host PES Accepts 
such information it shall confirm its Acceptance to the Supplier and, 
where data item 14 has a value other than null, where such person 
is identified in respect of the New Metering Point, the Supplier's 
Data Aggregator.  Where the information is not Accepted, the Host 
PES shall Reject such information and shall inform the Supplier that 
the Message has been Rejected together with all the reasons for its 
Rejection.
21      DE-REGISTRATION OF SUPPLY NUMBERS
21.1    Where a Host PES receives a De-Registration Notice from its 
Distribution Business and such notification is Accepted on the Host 
PES's MPAS Registration System, the Host PES shall note on its 
MPAS Registration System that no further Registrations can be 
made in respect of the relevant Metering Point.  Where the Host 
PES does not Accept the Message, it shall Reject the Message and 
shall inform its Distribution Business that the Message has been 
Rejected and all the reasons for such Rejection.
21.2    The Host PES shall send the Supplier that is Registered in respect 
of that Metering Point at the date included in the De-Registration 
Notice sent under Clause 21.1 and that Supplier's Data Aggregator 
and any Data Aggregator that the Supplier may have appointed for 
a future date and, if relevant, any New Supplier that has sent a 
Valid Application for Registration in respect of the Metering Point 
for a Supply Start Date after that date together with that New 
Supplier's Data Aggregator a Message stating that the Host PES 
has noted that no further Registrations may be made against the 
relevant Metering Point, and that from the date that the Metering 
Point is De-Registered, the Supplier shall no longer be liable for 
supply to that Metering Point
21.3    Each Host PES shall ensure that any record of any details relating 
to a Metering Point shall not be removed from its MPAS 
Registration System into archiving until at least 2 years after the 
date of receipt of the De-Registration Notice received pursuant to 
Clause 21.1, but such Metering Point shall not be included in any 
reports provided by the Host PES pursuant to Clause 27 after 
receipt of the De-Registration Notice.
22      FULL REFRESH
Procedure for Full Refreshes to Suppliers and Data 
Aggregators
22.1    A Supplier or Data Aggregator may request a Full Refresh from a 
Host PES.  The Supplier or Data Aggregator shall provide any such 
request using a mode of communication permitted under Clause 46.
22.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request under Clause 22.1, it shall respond within 1 Operational 
Working Day of receipt of such request sent pursuant to Clause 
22.1, indicating  a scheduled date for the delivery of the Full 
Refresh.  A Host PES shall be required to provide such Full Refresh 
within 15 Operational Working Days of receipt of that request, 
provided that where more than 3 requests are received within a 5 
Operational Working Day period, the Host PES shall use its 
reasonable endeavours to provide as many Full Refreshes as 
possible, but shall only be required to provide Full Refreshes in 
response to the first 3 requests received during that 5 Operational 
Working Day period within 15 Operational Working Days of the 
request.  Any further requests received during that 5 Operational 
Working Day period shall be deemed to have been received on the 
fifth Operational Working Day after the Operational Working Day 
on which the first request was received.  Where the request for a 
Full Refresh is Rejected, the Host PES shall, within 1 Operational 
Working Day, inform the relevant Supplier or Data Aggregator that 
the request has been Rejected together with all the reasons for that 
Rejection.
22.3    The relevant Host PES shall send the Full Refresh requested 
pursuant to Clause 22.1 to the relevant Supplier or Data 
Aggregator on a CD ROM or by another electronic method agreed 
between the Host PES and Supplier or Data Aggregator, as 
appropriate, so that it is deemed to be received by the relevant 
Supplier or Data Aggregator by the scheduled date for delivery 
indicated in Clause 22.2.
23.     SELECTIVE REFRESHES
Procedure for Selective Refreshes to Suppliers and Data 
Aggregators
23.1    Where a Supplier or Data Aggregator requires a Selective Refresh 
of data from a Host PES, it shall submit a request for a Selective 
Refresh to the relevant Host PES.  The Supplier or Data 
Aggregator shall provide such request using a mode of 
communication permitted under Clause 46.
23.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request pursuant to Clause 23.1 by 15:00 hours on an Operational 
Working Day , it shall provide the Supplier or Data Aggregator 
with the Selective Refresh by 06:00 hours on the following 
Operational Working Day, provided that where the total number of 
Selective Refreshes to be provided by that Host PES would 
otherwise exceed 50 in any Operational Working Day, the Host 
PES shall use its reasonable endeavours to provide as many 
Selective Refreshes as possible but shall only be required to provide 
50 Selective Refreshes requested on that Operational Working Day.  
Such Selective Refreshes shall be provided in the following manner:
23.2.1  a maximum of 5 Selective Refreshes per Supplier or Data 
Aggregator, allocated in the order in which those requests 
are received; and
23.2.2  where Clause 23.2.1 has been complied with, any extra 
requests which have been received shall be provided in the 
order in which they were received.
Any extra Selective Refreshes in excess of 50 requested in any 
Operational Working Day or any received after 15:00 hours on an 
Operational Working Day in relation to which the Host PES has 
not provided responses shall be deemed to have been requested at 
the start of the following Operational Working Day.  Where the 
request for a Selective Refresh is Rejected, the Host PES shall, 
within 1 Operational Working Day, inform the relevant Supplier or 
Data Aggregator that the request has been Rejected together with 
all the reasons for that Rejection.
24.     CHANGES AND CONFIRMATIONS OF DATA
Procedure for changes to data items for which the Host PES is 
responsible
24.1    Where a Host PES is notified by its Distribution Business of any 
changes to data items for which it is stated to be responsible as 
Host PES in Schedule 2 (and any corresponding dates from which 
those changes will be effective) in respect of any Metering Points 
that are Registered on the Host PES's MPAS Registration System 
and such notice is Accepted on the Host PES's MPAS Registration 
System, the Host PES shall update its MPAS Registration System 
with the information within 1 Operational Working Days of 
receiving such notification, and, after updating its MPAS 
Registration System, shall notify the Supplier that is Registered for 
the affected Metering Point(s) and that Supplier's Data Aggregator 
(apart from where the change relates to data item 9 in Schedule 2) 
and, if relevant, any New Supplier that has sent a Valid Application 
for Registration in respect of the Metering Point for a Supply Start 
Date after the date of amendment together with that New 
Supplier's Data Aggregator (apart from where the change relates to 
data item 9 in Schedule 2) of such changes.  The Host PES shall 
acknowledge to its Distribution Business that such change has 
taken place.  Where the Host PES Rejects such changes it shall 
notify its Distribution Business that such changes have been 
Rejected and all the reasons for that Rejection.
Procedure for changes to data items for which Supplier is 
responsible
24.2    Subject to Clause 16.7, a Supplier may only provide changes to 
data items for which it is stated to be responsible in Schedule 2 
(apart from data item 10) for any Metering Point from the date that 
the Host PES Registers a Valid Application for Registration for 
that Supplier in relation to that Metering Point, such changes to 
take effect from the later of the Supply Start Date for that Supplier 
or the date from which such change is to take effect.
24.3    The Supplier shall notify the Host PES of any changes to data items 
(and any corresponding dates from which those changes will be 
effective) for which it is stated to be responsible in Schedule 2 
(other than data items 7, 8 and 10) in respect of Metering Points for 
which it is Registered on the Host PES's MPAS Registration 
System within 5 Operational Working Days of such changes taking 
effect, or becoming aware that such changes  are required 
whichever is the later.  The Host PES validation rules shall not 
prevent the Supplier changing data items for which it is responsible 
(other than data items 7, 8 and 10) at any time up to Final 
Reconciliation Run.
24.4    Where the Host PES Accepts the changes provided by the Supplier 
under Clause 24.3, it shall update its MPAS Registration System to 
reflect the changes.  Where a change is made to data item 13 of 
Schedule 2, the Host PES shall notify the Data Aggregator that was 
appointed in relation to the Metering Point before the change, the 
Data Aggregator that the Supplier has appointed in its place, the 
Supplier, any New Supplier that has sent a Valid Application for 
Registration in respect of the Metering Point for a Supply Start 
Date after the date of amendment and its Distribution Business that 
such change has been made after it has Accepted the change.  
Where changes are made to any other data items for which the 
Supplier is stated to be responsible under Schedule 2 (other than 
data items 7, 8 and 10) the Host PES shall notify the relevant 
Supplier and that Supplier's Data Aggregator (apart from where the 
change relates to data items 5 or 11) and, if relevant, any New 
Supplier that has sent a Valid Application for Registration in 
respect of the Metering Point for a Supply Start Date after the date 
of amendment together with that New Supplier's Data Aggregator 
(apart from where the change relates to data items 5 or 11) and its 
Distribution Business that such changes have been made.  Where 
the Host PES does not Accept the changes provided by the 
Supplier under Clause 24.3 it shall Reject such changes and shall 
notify the Supplier of such Rejection and all the reasons for such 
Rejection.
Procedure for changes and confirmations of Market Domain 
Data
24.5    Where the Host PES receives Market Domain Data, it shall 
acknowledge receipt of the information to the Initial Settlement and 
Reconciliation Agent,  within 1 Operational Working Day of 
receipt.  Where the Host PES receives the Market Domain Data 
and such information is in the correct format and not corrupt it shall 
update its MPAS Registration System as soon as reasonably 
practicable and no later than within 5 Operational Working Days 
with the information.  Where the Host PES receives the Market 
Domain Data and such information is in the incorrect format or 
corrupt or otherwise cannot be entered by that Host PES into its 
MPAS Registration System it shall notify the Initial Settlement and 
Reconciliation Agent,  that it has rejected the Market Domain Data 
within 5 Operational Working Days of receipt.  Where the relevant 
Initial Settlement and Reconciliation Agent, resends such 
information such that the Host PES can enter it into its MPAS 
Registration System, the Host PES shall acknowledge receipt of 
any such information re-sent within 1 Operational Working Day of 
receipt.  Acknowledgement of receipt from a Host PES's Gateway 
shall be deemed sufficient acknowledgement of receipt for the 
purposes of this Clause 24.
25.     RESENDS
Procedure for Resends to Suppliers and Data Aggregators
25.1    Where a Supplier or Data Aggregator requires the Host PES to re-
transmit one or more Files which was originally transmitted to the 
Supplier or Data Aggregator during the period of 28 days prior to 
the date on which the Host PES receives a request for such re-
transmission ("Resend"), the Supplier or Data Aggregator shall 
provide the relevant Host PES with a request for a Resend, 
indicating which Files it requires to be Re-sent and the reasons for 
the request.  The Supplier or Data Aggregator shall provide such 
request using any mode of communication permitted under Clause 
46.
25.2    Where the Host PES receives the Supplier's or Data Aggregator's 
request under to Clause 25.1 by 15:00 hours on an Operational 
Working Day, it shall provide the Supplier or Data Aggregator with 
the Resend by 06:00 hours on the following Operational Working 
Day, provided that where the total number of Resends to be 
provided by that Host PES would otherwise exceed 50 in any 
Operational Working Day, the Host PES shall use its reasonable 
endeavours to provide as many Resends as possible but shall only 
be required to provide the first 50 Resends requested on that 
Operational Working Day.  Such Resends shall be provided in the 
following manner:
25.1    a maximum of 5 Resends per Supplier or Data Aggregator, 
allocated in the order in which those requests are received; 
and
25.2    where Clause 25.2.1 has been complied with, any Resends 
for which requests which have been received on that 
Operational Working Day shall be provided in order in 
which they were received.
Any requests for Resends in excess of 50 on any Operational 
Working Day or any requests for Resends received after 15:00 
hours on an Operational Working Day in relation to which the Host 
PES has not provided responses, shall be deemed to have been 
requested at the start of the Following Operational Working Day.
25.3    For the purposes of Clause 31, each Host PES shall determine 
whether the original Message that is required to be Resent reached 
and was accepted on the Supplier's or Data Aggregator's Gateway 
before the Supplier or Data Aggregator submitted a request for a 
Resend pursuant to Clause 25.1, and shall on request provide its 
reasons for such determination.   The Host PES shall only levy a 
charge pursuant to Clause 31 for Resends where the Host PES 
determines that the Message did reach the relevant Supplier's or 
Data Aggregator's Gateway.
27.     REPORTING
27.3    Each Host PES in Scotland shall provide SESL with a report in a 
format to be agreed by the affected parties within 10 Operational 
Working Days after each Quarter Day, detailing by Supplier the 
number of Metering Points divided by measurement class, 
Registered on that Host PES's MPAS Registration System that as 
at the Quarter Day have the 1998 Trading Arrangement Indicator 
set to 'Y' and data item 14 of Schedule 3 set to energised.
27.4    Each Host PES in Scotland shall provide the secretary to the 
Performance and Assurance Accreditation Panel with a report, in a 
format to be agreed by the affected parties, within 10 Operational 
Working Days after each Quarter Day, detailing by Supplier the 
number of Metering Points Registered on that Host PES's MPAS 
Registration System that, as at the Quarter Day have the 1998 
Trading Arrangement Indicator set to 'Y'.
27.5    Each Host PES in Scotland shall provide the secretary to the 
Performance Assurance and Accreditation Panel with a report in a 
format to be agreed by the affected parties within 10 Operational 
Working Days of receiving a  request from the Performance 
Assurance and Accreditation Panel, , detailing the Supply Numbers 
Registered against each Supplier on that Host PES's MPAS 
Registration System as at the date specified by the Performance 
Assurance and Accreditation Panel.  Such report shall classify the 
information by Bulk Supply Point Group as relevant to the Host 
PES.  Within each Bulk Supply Point Group, the information shall 
be categorised by Measurement Class.  Where there are non-half 
hourly Measurement Classes covered by such a report, that 
information shall be further categorised and sub-divided by Profile 
Class.
27.6    Where the Host PES receives a request from a Data Aggregator to 
notify it of the last File sequence number sent to that Data 
Aggregator, that Host PES shall within 1 Operational Working Day 
notify the Data Aggregator by telephone or facsimile of such 
number and the date on which the relevant File was sent.
27.7    Each Host PES shall provide all Suppliers the secretary to the 
Performance Assurance and Accreditation Panel and the Director, 
within 10 Operational Working Days of the end of each calendar 
month, with a report in a format to be agreed by the affected parties 
in detailing its performance against the requirements set out in 
Clauses 14.4 and 14.5 during the Quarter relevant to that calendar 
month, unless a party requests the Host PES not to provide it with 
such a report.  This report shall also detail the Host PES's 
performance against Clauses 17.4, 22.2, 22.3, 23.2, and 25.2. 
28.     ACCURACY VALIDATION OF DATA AND MESSAGE 
PROCESSING
28.1    Each Supplier shall use its reasonable endeavours to ensure that any 
data items, for which it is deemed responsible for under Schedule 2, 
that it submits to a Host PES pursuant to this Agreement are 
complete and accurately reflect the circumstances relating to the 
relevant Metering Point.
28.2    Each Host PES shall use its reasonable endeavours to ensure that:
28.2.1  any data that it provides under this Agreement are complete, 
in the correct format and are consistent with the information 
provided to the Host PES, and are sent to the correct 
recipient;
28.2.2  in relation to any Metering Point within its Authorised Area, 
data items 1, 2, 3, 15 and 20 in relation to any Metering 
Point are complete and accurately reflect the circumstances 
relating to that Metering Point; and
28.2.3  any data with which the Host PES initially populates the 
relevant data items on the MPAS Registration System are 
complete and accurately reflect the circumstances relating to 
that Metering Point at the time at which the Host PES 
initially populates those data items.
Validation Procedures
28.3    Each Host PES shall notify each Supplier of the Validation 
Procedures which it applies to Messages received and sent by that 
Host PES's MPAS Registration System as at the date of this 
Agreement on or before the date of this Agreement ("Validation 
Procedures").
28.4    Each Host PES in Scotland shall ensure that its Validation 
Procedures comply with the Scottish Settlements validation 
requirements set out in Schedule 11.
28.5    Where a Host PES proposes to change its Validation Procedures 
which it applies to Supplier Messages, it shall notify all Suppliers 
and SESL of any proposed changes to Validation Procedures at 
least 15 Operational Working Days before it proposes that such 
changes shall take effect.
28.6    Unless before the expiry of 15 Operational Working Days after 
receipt of the notification sent in accordance with Clause 28.5 any 
party gives notice to MEC that such changes should be considered 
as if it were a change to this Agreement, such change shall take 
effect (subject to Clause 28.4) from the date indicated in the notice 
sent pursuant to Clause 28.5.
28.7    Where a party gives notice in accordance with Clause 28.6, such 
proposed change shall be treated as if it were a proposal to change 
this Agreement and the procedures set out in Clause 9 shall be 
followed.  Where, in the opinion of the relevant Pool MEC Member 
or SESL Member, the proposed change relates to or will affect the 
Priority Provisions such proposed change shall be treated as a 
Change Proposal and the appropriate procedures set out in Clause 
9 shall be followed.
28.8    In the event of any inconsistency between the provisions of this 
Agreement and any Host PES's Validation Procedures, the 
provisions of this Agreement shall prevail.
Message Processing
28.9    Where transmission of a Message by a Host PES's MPAS 
Registration System fails the validation procedures of a Data 
Aggregator to whom it was sent, the Data Aggregator shall attempt 
to resolve the failure and validate the Message.  If the Data 
Aggregator is unable to resolve the failure, it shall notify the Host 
PES, who shall use its reasonable endeavours to identify the cause 
of the failure.  If the Host PES identifies the cause of the failure to 
be:
28.9.1  a fault on the Data Transfer Network, the Host PES shall 
treat the failure as a request for a Resend and the provisions 
of Clause 25 shall apply; or
28.9.2  a fault of that Host PES's MPAS Registration System, the 
Host PES shall use its reasonable endeavours to resolve the 
failure; or 
28.9.3  a fault of the Data Aggregator, the Host PES shall notify 
the Data Aggregator of that fact.
	If the Host PES is unable to resolve the failure, or identifies the 
cause of the failure to be the fault of the Data Aggregator in 
accordance with Clause 28.9.3, it shall notify the  relevant Supplier 
who appointed that Data Aggregator, of that fact, and that Supplier 
may refer the matter to the MRA Disputes Committee.
29.     CHANGE OF SUPPLIER METER READING
29.2    The Old Supplier and the New Supplier shall be bound by the 
Requirements on change of supplier from an Old Supplier to a New 
Supplier set out in the following provisions, forming part of the 
Pooling and Settlement Agreement, as amended from time to time 
and to the extent applicable:
29.2.1  clause 1.3.3 and 1.3.2.3 of Service Line SL130;
29.2.2  clauses 2.2.3, 3.2.3, 2.2.7 and 3.2.7 of Agreed Procedure 
AP502;
29.2.3  clauses 1.3.3, 1.5.3.5, 1.5.4.1 and 1.5.4.2  of Service Line 
SL120;
29.2.4  clauses 2.2.6 ,3.2.6 and 4.4 of Agreed Procedure AP504;
29.2.5  sections 50.3 and 51.3 of the Pool Rules; and
29.2.6  Schedule 26 of the Pooling and Settlement Agreement,
and the equivalent provisions of the Settlement Agreement for 
Scotland, where appropriate.
30.     RECORDS, AUDIT AND NON-FUNCTIONAL 
REQUIREMENTS
30.1    Each Host PES shall ensure that it securely maintains a historical 
record of all data items that have been held in respect of a Metering 
Point on its MPAS Registration System and that such records are 
fully auditable, so that a full historical record is maintained for the 7 
years following initial settlement date in relation to any particular 
data item, the two most recent years being held on-line.
30.2    Each Host PES shall ensure that it retains copies of all Messages 
sent and received in providing Services for at least three years after 
the Messages have been sent or received.
30.3    Each Host PES in Scotland shall ensure that the Market Auditor 
has access at reasonable times and on reasonable notice to:
30.3.1  those records maintained by the Host PES pursuant to 
Clause 30.1;
30.3.2  any software, hardware, data or information held by the 
Host PES or its agents where reasonably required by the 
Market Auditor to fulfil its obligations under the relevant 
Settlement Agreement;
30.3.3  the relevant parts of the Host PES's premises; and
30.3.4  relevant staff members of the Host PES, for a reasonable 
length of time in any one year.
30.4    On request by the Market Auditor, as the case may be, each 
Supplier shall ensure that the Market Auditor has access at 
reasonable times and on reasonable notice to:
30.4.1  any records, maintained by the Supplier in relation to any 
Metering Point for which it is or has been Registered, in the 
7 years prior to the date of that request;
30.4.2  any software, hardware, data or information held by the 
Supplier or its agents where reasonably required by the 
Market Auditor to fulfil its obligations under the relevant 
Settlement Agreement;
30.4.3  the relevant parts of the Supplier's premises; and
30.4.4  relevant staff members of the Supplier for a reasonable 
length of time in each year.
30.5    Each Host PES in Scotland shall ensure that during the course of 
this Agreement its MPAS Registration System complies with the 
requirements set out in Appendix 1 to Schedule 7.
41.     CONTRACT MANAGEMENT
41.1    Each party shall appoint an appropriate person (each a "Contract 
Manager" and together the "Contract Managers") to manage all 
matters arising under or in connection with this Agreement and to 
monitor the general operation of this Agreement.
41.2    Each Contract Manager appointed by a party shall ensure that 
procedures are in place in respect of that party to ensure that there 
is adequate support for operations provided under this Agreement 
and timely resolution of problems that may occur including a point 
of contact to process and resolve such problems.
41.3    At times determined by MEC a meeting of Contract Managers shall 
be convened to consider each of the reports contained in Clause 
27.7 in relation to:
41.3.1  performance against Service Levels; and
41.3.2  issues arising from those reports and actions to remedy any 
problems arising from those reports.
41.4    Each party shall notify the others in accordance with the provisions 
of Clause 46 of the name and contact details of the Contract 
Manager appointed by it for the purposes of this Agreement from 
time to time.
45.     DATA TRANSFER
45.1    Where Schedule 3 specifies a Data Transfer Catalogue reference 
number in relation to any notice, request or other communication, 
such notice, request or communication shall be sent in the format 
and with the content described under such reference in the Data 
Transfer Catalogue, as amended from time to time, and shall be 
transmitted by the means specified in Schedule 3.
45.2    Nothing in this Agreement shall prevent any two parties from 
agreeing to the use of an alternative method of transmission for any 
communication between those two parties from that set out in 
Schedule 3, whereupon the terms of this Clause 45 shall not apply 
to that notice, request or other communication.
45.5    Where any provision of this Agreement refers to receipt of a 
Message or notification by a Host PES pursuant to Clauses 15.10, 
15.14, 16.7, 16.9, 17.3, 20.5, 20.8, 20.10, 20.11, 21.1, 24.1, 24.3 
or 24.5 the date of such receipt shall be deemed to be the date on 
which it is received where such Message or notification is received 
prior to 18:00 hours on an Operational Working Day.  Where such 
Message or notification is received at or after 18:00 hours on an 
Operational Working Day, the date of receipt of such Message or 
notification shall be deemed to be the next Operational Working 
Day.
45.6    If the Data Transfer Network or any relevant part of such network 
is at any time for any reason unavailable for the sending of 
Messages between any affected parties, then during the period of 
unavailability:
45.6.1  the parties shall use 8mm DAT tape to send any notice, 
request or other communication that this Agreement would 
otherwise require to be sent via the Data Transfer Network 
and take reasonable steps to process any notices, requests 
or other communications received within their own systems 
as promptly as possible;
45.6.2  where other means are used in accordance with Clause 
45.6.1, the parties shall be relieved from any service levels 
set out in this Agreement relating to any affected notice, 
request or other communication (except to the extent that 
this Agreement expressly provides for alternative levels in 
such circumstances) but shall use their reasonable 
endeavours to send such notice request or other 
communication as soon as reasonably practicable; and
45.6.3  to the extent that no such other means are practicable given 
the nature of the communication and the surrounding 
circumstances, such unavailability of the Data Transfer 
Network shall be deemed (to the extent not caused by a 
breach by any party of the Data Transfer Service 
Agreement) to constitute a circumstance of Force Majeure 
for the purposes of this Agreement.
47.     ASSIGNMENT AND SUB-CONTRACTING
47.1    Subject to Clause 47.2, and except as provided elsewhere in this 
Agreement no party shall assign any of its rights under this 
Agreement without the prior written consent of all other parties to 
this Agreement, such consent not to be unreasonably withheld.



APPENDIX 1 TO SCHEDULE 7
Non Functional Requirements


1. ACCESS RESTRICTIONS
Commercial Role Restrictions
1.1 Subject to Clause 35, each Host PES in Scotland shall 
implement and maintain controls to ensure that the data held 
by its MPAS Registration System remains confidential.
1.2 Subject to Clause 35, each Host PES in Scotland shall only 
permit access to such data to people whose job 
responsibilities include the operation, support or audit of its 
MPAS Registration System.
1.3 Each Host PES in Scotland shall ensure that the operation 
of its MPAS Registration System is kept strictly outside that 
Host PES in Scotland's Supply Business activities and 
management structure.
1.4 The provisions of paragraphs 1.1 to 1.3 of this Appendix 1 
only relate to the Host PES in Scotland's obligations in 
relation to this Schedule 7.
2. RESTRICTIONS RELATING TO BOTH PHYSICAL AND 
SYSTEM ACCESS
2.1 Each Host PES in Scotland shall implement and maintain 
controls within its MPAS Registration System to ensure 
that risk of intentional errors or fraud is minimised.
2.2 In order to meet the obligations stated in paragraph 2.1 to 
this Appendix 1, each Host PES in Scotland shall implement 
and maintain at least the following controls within its MPAS 
Registration System:
2.2.1 access restrictions to computer hardware such as 
terminals, cables, tapes and disk drives; and
2.2.2 access restrictions to software and data including 
systems level access, application level access, and 
access to particular programs and system output.
2.3 Each Host PES in Scotland shall implement and maintain 
the controls as stated in paragraph 2.1 to this Appendix 1 
throughout the term of this Agreement, and shall ensure that 
these encompass system developers, system users, and any 
other relevant parties.
2.4 In order adequately to discharge its obligations under 
paragraph 2 to this Appendix 1 each Host PES in Scotland 
shall be expected to implement and maintain at least the 
following:
2.4.1 a security policy, which shall be communicated to all 
relevant parties throughout the organisation and 
strongly endorsed by top management;
2.4.2 procedures to ensure periodic reviews of security 
policy;
2.4.3 controls to ensure the clear ownership of data and 
all significant information assets, which include 
information, software, and physical assets.
2.5 Any Host PES in Scotland that complies with BS 7799 on 
Information Security Management shall be deemed to have 
achieved the required level of security for the purposes of 
this paragraph 2.
3. PHYSICAL ACCESS RESTRICTIONS
3.1 Each Host PES in Scotland shall appropriately restrict 
access to hardware, including terminals, disk drives, cables, 
and tapes relevant to its MPAS Registration System.
3.2 Each Host PES in Scotland shall monitor the security of 
hardware relevant to its MPAS Registration System.
3.3 In order to comply with paragraph 3.1 to this Appendix 1, 
each Host PES in Scotland shall implement and maintain at 
least the following controls to its MPAS Registration 
System:
3.3.1 locking computer rooms containing hardware 
relating to its MPAS Registration System;
3.3.2 restricting access to buildings containing computer 
equipment relating to its MPAS Registration 
System;
3.3.3 restricting access to documentation relating to the 
movements of computer hardware relevant to its 
MPAS Registration System.
4. SYSTEM ACCESS RESTRICTIONS
4.1 Each Host PES in Scotland shall appropriately restrict 
access to software and data relating to its MPAS 
Registration System, including restricting systems level 
access (both locally or remotely), application level access, 
and access to particular programs using effective 
passwords.
4.2 Each Host PES in Scotland shall monitor the security of 
software relevant to its MPAS Registration System.
4.3 In order to comply with paragraph 4.1 to this Appendix 1, 
each Host PES in Scotland shall implement and maintain at 
least the following controls in respect of its Registration 
system:
4.3.1 password protection at system, application, and 
program level, and where appropriate at a more 
detailed level;
4.3.2 prevention of users from accessing the operating 
system prompt;
4.3.3 monitoring of attempted or actual access violations;
4.3.4 strong controls over access to special system 
privileges;
4.3.5 authentication of remote access attempts;
4.3.6 controls to safeguard the confidentiality and integrity 
of data passing over public networks;
4.3.7 controls to ensure that information is distributed 
only to the correct market participants;
4.3.8 restricted access to documents/systems forming part 
of the security system;
4.3.9 hardware/software mechanisms that can be 
independently evaluated to provide assurance that 
the system enforces the requirements of the security 
policy;
4.3.10 audit trails kept and protected so that actions 
affecting security can be traced to the responsible 
person.
5. SECURITY
Minimising the Risk of an Unwanted Cessation of Processing
5.1 Each Host PES in Scotland shall implement and maintain 
controls over computer operations in order to minimise the 
risk of an unwanted cessation of processing.
5.2 In order to comply with paragraph 5.1 to this Appendix 1, 
each Host PES in Scotland shall implement and maintain at 
least the following controls in relation to its MPAS 
Registration System:
5.2.1 a documented security policy describing measures 
intended to prevent cessation of processing, which is 
communicated throughout the organisation to all 
relevant persons;
5.2.2 procedures to ensure periodic reviews of security 
policy;
5.2.3 virus detection and prevention measures, which are 
communicated to all users;
5.2.4 controls over computer operations to ensure that 
processing is executed in the correct sequence and 
that any dependencies between processes (e.g. 
waiting for a File to be available before starting a 
batch program) are correctly taken into 
consideration;
5.2.5 monitoring of the performance of systems with 
procedures available to operators to deal with 
problems;
5.2.6 formal change control procedures;
5.2.7 adequate training of users, development staff, and 
operations staff;
5.2.8 adequate documentation to include at least user, 
operational, and system specification documentation;
5.2.9 appropriate maintenance arrangements for hardware 
and software;
5.2.10 system housekeeping procedures to maintain the 
integrity and availability of services;
5.2.11 support facilities;
5.2.12 clear responsibilities and procedures for systems 
operation and maintenance.
Minimising the Impact of an Unwanted Cessation of 
Processing
5.3 Each Host PES in Scotland shall implement and maintain 
controls over computer operations relevant to its MPAS 
Registration System in order to minimise the impact of 
unwanted cessation of processing in order to:
5.3.1 ensure that data is correctly recovered and 
processing correctly resumed;
5.3.2 ensure that processing is resumed as soon as 
possible.
5.4 Each Host PES in Scotland shall implement and maintain 
adequate recovery procedures for both short and long term 
interruptions of processing in any or all of the systems.  
These procedures shall wherever possible prevent, and 
otherwise detect and correct, any loss of transmitted data.  
These procedures shall apply to all data, including archived 
data.
5.5 Each Host PES in Scotland in relation to its MPAS 
Registration System shall perform any retrospective 
processing required in order to catch up with processing 
requirements after an interruption to processing.
5.6 Subject to Clause 30.1, each Host PES in Scotland shall 
archive data from its MPAS Registration System in a 
manner which will allow SESL or its agent to restore data 
should a market participant become unable to restore data.
5.7 In order to comply with paragraph 5.3.1 to this Appendix 1, 
each Host PES in Scotland shall implement and maintain at 
least the following controls in relation to its MPAS 
Registration System:
5.7.1 a fully documented and tested disaster recovery 
plan;
5.7.2 backups of programs and data to ensure that 
essential data and software can be restored in the 
event of a disaster;
5.7.3 periodic testing of restoration of backed up data;
5.7.4 adequate insurance cover for hardware, 
communications and all line development and data 
including systems software and programs;
5.7.5 features within the DBMS software to safeguard 
data integrity in the event of a system failure, to 
include transaction logging.
6. AUDIT CONTROL
6.1 General Controls
Each Host PES in Scotland shall ensure that all controls devised to 
meet the requirements set out in Schedule 7:
6.1.1 effectively meet the relevant control objective(s);
6.1.2 are operated effectively throughout the period for 
which the control is relevant;
6.1.3 are verifiable, that is the control procedure shall be 
documented and the operation of the control shall be 
recorded.
6.2 Audit Trail
6.2.1 An adequately verifiable control for the purposes of 
paragraph 6.1 of Appendix 1 is one where:
(A) Processes are documented so that any party 
wishing to verify the processing has a 
description of its nature; and
(B) All processing is recorded and these records 
contain such cross references as are 
necessary to conveniently allow verification 
by tracing data through processing, both 
forwards and backwards.
6.2.2 In order to comply with paragraph 6.1. to this 
Appendix 1, each Host PES in Scotland shall 
implement and maintain an audit trail for its MPAS 
Registration System which has at least the following 
characteristics:
(A) data shall be traceable from the data held in 
the MPAS Registration System to the source 
instruction and vice versa.
(B) data shall be stored on magnetic or optical 
media in a consistent format;
(C) each MPAS Registration System shall record 
the effective date of changes in 
responsibilities in accordance with the 
procedures set out in Clauses 15, 16 and 24;
(D) the data held on the MPAS Registration 
System shall be maintained in accordance 
with Clause 30.1 in order to ensure 
completeness, accuracy, and timeliness.  The 
changes to data held require the following:
(1) changes made shall be easily 
identifiable;
(2) the effective date for those changes 
made;
(3) the authoriser of the change and their 
authority;
(4) an explanation of why the change 
was made.
(E) Movement of Metering Points between 
different MPAS Registration Systems shall 
be traceable;
(F) the MPAS Registration System shall be able 
to retrieve values of amended data in 
accordance with Clause 30 in order to ensure 
that a full transaction history is available.
6.3 Controls over the Development of MPAS
6.3.1 Each Host PES in Scotland shall implement and 
maintain controls over the development of its MPAS 
Registration System to ensure that MPAS is 
correctly constructed and that the risk of 
unintentional errors arising from poor software, 
clerical procedures, or other causes, is minimised.
6.3.2 In order to comply with paragraph 6.3.1 to this 
Appendix 1, each Host PES in Scotland shall 
implement and maintain at least the following 
controls to its MPAS Registration System:
(A) testing of the system prior to going live, with 
test plans and results documented;
(B) systems documentation in sufficient detail to 
support ongoing operations and future 
maintenance;
(C) use of quality management.
6.4 Controls over Unintentional Errors
6.4.1 Each Host PES in Scotland shall implement and 
maintain controls over the processing of its MPAS 
Registration System to ensure that the risk of 
unintentional errors arising and not being corrected 
in a timely fashion is minimised.
6.4.2 In order to comply with paragraph 6.4.1 to this 
Appendix 1, each Host PES in Scotland shall 
implement and maintain controls over input, 
processing and output, as well as over data and 
communications, in order to ensure that the rules for 
valid processing defined during system design, 
including those specified under the Settlement 
Agreement for Scotland, are adhered to; and that the 
data held and processed by its MPAS Registration 
System is accurate, complete, valid and not out of 
date.
6.4.3 In order to comply with paragraph 6.4.1 to this 
Appendix 1, each Host PES in Scotland shall 
implement and maintain at least the following 
controls:
(A) unique Supply Number Cores in order that 
the relevant Central Allocation System can 
work;
(B) validation checks to ensure that all 
mandatory data fields are present on 
Registration, and data is inputted accurately;
(C) controls to ensure that the Distribution 
Business disconnects the correct Metering 
Point within the MPAS Registration System;
(D) controls to ensure that standing data is 
complete, accurate and up-to-date (i.e. 
consistent with the most recent valid input); 
and that there have not been unauthorised or 
erroneous (i.e. invalid) changes;
(E) controls to ensure that Metering Points are 
allocated to the correct Bulk Supply Point 
Group.
6.5 Implementation
6.5.1 Each Host PES in Scotland shall implement and 
maintain controls over the implementation of its 
MPAS Registration System to ensure that the risk of 
unintentional errors arising from incorrect 
implementation is minimised.
6.5.2 Each Host PES in Scotland shall ensure that 
Migration of data onto MPAS is conducted in a 
controlled manner, with data validity checks carried 
out.
6.5.3 In order to comply with paragraph 6.5.1 in this 
Appendix 1, each Host PES in Scotland shall:
(A) ensure that users are adequately trained such 
that they are competent in the use of the 
system;
(B) use separate test and live environments;
(C) implement and maintain controls over the 
authorisation and co-ordination of transfers 
of data and programs from the test 
environment to the live environment;
(D) use a fully documented and repeatable 
system test model.
6.6 Constraints
6.6.1 Each Host PES in Scotland shall operate its MPAS 
Registration System in line with the following 
constraints:
(A) the MPAS Registration System shall allow 
entry of new suppliers to the market and the 
exit of suppliers from the market.
(B) each Host PES in Scotland shall implement 
and maintain controls to its MPAS 
Registration System to ensure Registration is 
made against the correct Metering Point.
(C) the MPAS Registration System shall enable 
the unambiguous identification of all 
Metering Points and their previous and 
current suppliers together with dates of any 
changes.

SCHEDULE 8
Services for which Charges are levied under this Agreement

Clause and Description
Clause 17
Contact Notice Facility (other than during Controlled Market Start Up)
Clause 19
Manual Amendment of Database
Clause 22
Full Refreshes (other than 1 per year per Data Aggregator)
Clause 23
Selective Refreshes
Clause 25
Resends when original transmission of data does reach Supplier's or Data 
Aggregator's Gateway
Any references in Clauses 7-20 that refer to Rejections

Clause 27.2
For reports provided to the Settlement System Administrator provided that 
no charge shall be incurred for reports provided for the 6 month period 
commencing on the date of the first report.
Clause 27.5
Reports to Pool Executive Committee/Performance and Assurance 
Accreditation Panel
Clause 27.6
Report to Data Aggregator detailing last file sequence number



SCHEDULE 9
Guidance on Metering Points

In the identification of any Metering Point, the following priorities shall 
apply:
1.      The principles set out in paragraph 5.1 shall be applied, in 
accordance with the guidance set out in paragraph 5.2.
2.      In the event of any conflict between the principles and the guidance, 
or where the guidance does not apply to a particular Metering 
Point, the principles shall take precedence over the guidance and 
the guidance is not to be taken as any limitation on the principles.
3.      If a Supplier and a Host PES dispute the application of the 
principles to any Metering Point, the Host PES decision on the 
matter shall be final and binding.
4.      Nothing in the guidance shall be taken to oblige a Host PES to 
support or provide any particular Metering Point configuration in 
any particular case.
5.      Principles and Guidance
5.1     Principles
A Metering Point shall only exist for each supply of electricity 
where it is feasible for the supply to be provided by a separate 
supplier and the metering configuration can stand alone in terms of 
the accurate recording of consumption except in the case of Related 
Metering Points where more than one Metering Point may exist.
5.2     Guidance
The existence of Metering Points will not solely be based on billing 
arrangements for suppliers of electricity existing prior to 1 April 
1998.
The following examples provide descriptions of 19 metering 
configurations and states the number of Metering Points which may 
exist in the given circumstances.

Example 1.

The typical Metering Code of Practice 5 installation where a single point of 
supply is measured by a single CoP5 device. 

 

No. of Metering Points = 1


Example 2

The typical traditional Metering Code of Practice 3 installation where a 
single point is measured by  two meters, main and check, feeding a single 
CoP 3 data recorder.
 

No. of Metering Points = 1


Example 3 

The typical traditional Metering Code of Practice 3 installation where a 
single point of supply is measured by two meters, main and check, these 
are separate meter/recorder devices (typically two CoP 5 Devices) which 
measure and record the consumption.  This is an example of what is 
commonly known as "totalising" in the current settlement arrangements.

 

No. of Metering Points = 1



Example 4 

The typical traditional Metering Code of Practice 3 installation with two 
(or more) feeders, each feeder is measured by two meters, main and check, 
which feed one data recorder.

 

No. of Metering Points = 1


Example 5 

The typical Metering Code of Practice 3 installation where two (or more) 
feeders are measured by two meters, main and check, these are separate 
meter/recorder devices (typically four CoP 5 devices) which measure and 
record consumption.  This is an example of what is commonly known as 
"totalising" in the current settlement arrangements.

 

No. of Metering Points = 1



Example 6 

This is intended to represent a premise which may have several points of 
supply.  In some circumstances these have been treated independently, in 
others they have been "totalised".  These metering arrangements may be 
half hourly or non-half hourly.

 

No. of Metering Points = 2


Example 7 

Multiple electro-mechanical meters installed at a meter point measuring 
different components of the consumption, for instance a sine meter 
(measuring reactive power), a single rate meter (measuring kWh) and an 
MDI meter (measuring maximum demand).
 

No. of Metering Points = 1



Example 8

Multiple electro-mechanical meters, measuring the same overall 
consumption of one supply. For instance a single rate meter which acts as 
an impulse to a 2-rate MRU (multi rate unit) with MD Indicator.
 

No. of Metering Points = 1




Example 9

Due to leaving existing metering on-site when installing new electronic 
metering, a site may have a CALMU, a sine meter, a single rate meter and 
an MDI meter all installed (and all recording).
 

No. of Metering Points = 1


Example 10

A+B Summators installed at premises where the meter records an overall 
maximum demand but two sets of "kWh" chargeable consumption.
 

No. of Metering Points = 1



Example 11

Data collectors installed as well as CALMU meters; in these circumstances, 
the data collectors will have up to 4 recording devices installed, which 
relate to different types of half-hourly data (main, check, lag and lead), and 
there will be two different types of CALMUs which act as  the main and 
check meters.  

No. of Metering Points = 1


Example 12 - Unrestricted non half hourly meter

Common arrangement where a single unrestricted non-half hourly meter is 
installed.

 

No. of Metering Points = 1


Example 13 - Economy 7: two (or more) rates

Typical Economy 7 meter with "normal" and "low" registers recording 
consumption at mutually exclusive time periods.  Multi-rate meters are 
treated similarly provided that the time periods of each rate do not overlap.   

No. of Metering Points = 1


Example 14 - Related Metering Points

a) Economy 9 Registers recording simultaneously:
1 feeder, 1 meter, two separate electrical circuits (one for heating, one for 
non-heating) with non-heating consumption "switched" to the low register 
for 7 hours and heating consumption measured exclusively by the low 
register for 5+2+2 hours.  For 2+2 hours, both registers are running 
concurrently, although they are measuring separate consumption.
 

No. of Metering Points = 2

b)  Restricted Hours Supply

1 Feeder, 2 meters, 2 separate electrical circuits (one of which has a 
restricted hours supply). Registers on each meter can run concurrently 
although they are measuring separate consumption.

	 

No. of Metering Points = 2

For Settlement purposes 2 different profiles are needed for the 2 circuits 
and therefore 2 Metering Points are required.  However it is not feasible 
for these 2 Metering Points to be supplied by different Suppliers therefore 
they are `related'.

Example 15 (Power Key meters with associated credit meters in series)

There are circumstances when on the re-site of a power meter from an 
intake position to within the customers dwelling, that the existing credit 
meter is left in situ (e.g. asbestos in the intake position).  In these 
circumstances  label is installed/stuck on the credit meter saying that this 
meter is not to be used for billing purposes but recording units. 

 . 

No. of Metering Points = 1

Example 16 - Unmetered Supplies

a)  An inventory of streetlamps on one Certificate to which one Standard 
Settlement Configuration has been allocated;

No. of Metering Points = 1
 
b)  An inventory of mixed street furniture on one Certificate to which up to 
four Standard Settlement Configurations has been allocated.

No. of Metering Points = 1 per SSC


Example 17 - Pseudo meters

An equivalent (pseudo) meter creating one half hourly data stream out of 
LAMP in relation to one inventory of street furniture against which one 
Certificate of Unmetered Supply has been allocated.
 
No. of Metering Points = 1



Example 18 - Non-Pooled Generation
 .
 a)     A small generating set which is non-Pooled has one Code 5 meter 
recording import and a separate Code 5 meter recording export.
 

In every case there will be two Metering Points defined.  It may also be 
possible to define an additional (export) Metering Point to facilitate 
trading.  

No. of Metering Points =  2 or 3

b)      A small generating set which is non-Pooled has one Code 5 meter 
recording import and export on different registers.


 

In every case there will be two Metering Points defined.  It may also be 
possible to define an additional (export) Metering Point to facilitate 
trading.  

No. of Metering Points =  2 or 3


Example 19 - Independent Distribution Networks

Supply though an Independent Distribution Network (IDN) will either 

a)      be metered at the boundary to the IDN

 

No. of Metering Points = 1

b)      every supply point (or UMS Certificate) within the IDN will be 
defined to be a Metering Point

 
 
No. of Metering Points = 1 per Supply point within the IDN


 


SCHEDULE 10
Pool Validation Requirements

Each Host PES in England and Wales's Validation Procedures must comply 
with the validation requirements set out in this Schedule, in relation to the 
Pool Requirements for the relevant MPAS Registration System: 
The Host PES shall validate all Pool Required Data submitted to the 
MPAS Registration System before accepting or rejecting the data.  For the 
purpose of this Schedule, "Pool Required Data" is defined as all those 
items denoted as used by the Host PES's MPAS Registration System in the 
data catalogue provided under the Pooling and Settlement Agreement.
Upon rejection of data, the Host PES shall set out all the reasons for 
rejection to the sending market participant.
The Host PES shall ensure that all data for Metering Systems conform with 
the rules outlined in the following table.

Property          Non Half Hourly
                  Measurement ClassHalf        Hourly Measurement Class

Profile Class     Valid Profile Class (as
                  specified in MDD) required   Profile Class not required
Standard 
Settlement 
Configuration     Valid Standard Settlement
                  Configuration (as specified
                  in MDD) required             Standard Settlement 
                                               Configuration not required

ERS MSID          ERS MSID not required        ERS MSID required if 1998 
                                               Trading Arrangement Indicator
                                               initially set to N
                                               ERS MSID not required if
                                               1998 Trading Arrangement
                                               Indicator initially set to Y

1998 Trading
Arrangement
Indicator         Required to be set to Y      Required to be set to either Y
                                               or N.

Data Aggregator 
Appointment       Data Aggregator required
                  to be specified as non
                  half hourly in MDD           Data Aggregator required to be
                                               specified as half hourly in MDD
Data Collector
 Appointment      Data Collector required
                  to be specified as non 
                  half hourly in MDD           Data Collector required to be
                                               specified as half hourly in
                                               MDD

Line Loss 
Factor Class      Valid Line Loss Factor 
                  Class (as specified in 
                  MDD) required.               Valid Line Loss Factor
                                               Class (as specified in 
                                                MDD) required.




For any particular event, the Host PES shall apply one 
or more of the following validation criteria as appropriate: 


1.      The Host PES shall validate that data is sent by the party that is the 
source of the data as listed in the relevant flow in the Event Log set 
out in Schedule 3.
2.      Upon receipt of a change to the data within the MPAS Registration 
System the Host PES shall validate that any of the following codes 
involved in the change are valid (in accordance with the Market 
Domain Data) on the effective date of the change:
	2. 1    Data Aggregator ID (data item 13 in Schedule 2);
	2.2     Data Collector ID (data item 12 in Schedule 2);
	2.3     Energisation Status (data item 14 in Schedule 2);
	2.4     GSP Group ID (data item 15 in Schedule 2);
	2.5     Line Loss Class ID (data item 6 in Schedule 2);
	2.6     Measurement Class ID (data item 16 in Schedule 2);
	2.7     Meter Operator ID (data item 11 in Schedule 2);
	2.8     Profile Class ID (data item 4 in Schedule 2);
	2.9     Supplier ID (data item 8 in Schedule 2);
	2.10    Standard Settlement Configuration ID (data item 17 
in Schedule 2).

3       Upon receipt from a Supplier of changes to the Metering System 
Registration Data, the Host PES shall validate that the Supplier is 
Registered for that Metering Point on the effective date of the 
change.  
For the purposes of this Schedule:
"Metering System Registration Data" means all Pool Required 
Dataassociated with Data Collector appointment; Data Aggregator 
appointment and Registration, plus Metering System Standing Data.  
"Metering System Standing Data" means all Pool Required Data 
associated with Meter Standing Data, Energisation Status, GSP Group, 
Line Loss Factor Class, Measurement Class, Profile Class, Standard 
Settlement Configuration and Measurement Quantity.
4.      The Host PES shall validate that the Line Loss Factor Class 
provided by the Host PES's Distribution Business for a Metering 
Point is a valid Line Loss Factor Class for that Host PES's 
Distribution Business as specified in the Market Domain Data 
provided by the Initial Settlement and Reconciliation Agent.
5.      Upon receipt from a Host PES's Distribution Business of changes 
to the Metering System Registration Data, the Host PES shall 
validate that the Metering Point is Registered on that Host PES's 
MPAS Registration System as specified by the Supply Number.
6.      Upon receipt of creation details for a New Metering Point from the 
Host PES's Distribution Business, the Host PES shall validate that 
the Metering System Standing Data contains the correct Distributor 
ID and does not already exist.
7.      Upon receipt of a Registration from a  Supplier, the Host PES shall 
validate that the Supply Number exists.
8.      Upon a change to data item 4 or 17 in Schedule 2 in respect of a 
Metering Point, the Host PES shall validate that the resulting 
combination of Profile Class and Standard Settlement Configuration 
are valid on the effective date of change as specified by the Market 
Domain Data provided by the ISR Agent.
9.      An existing Metering Point may only be Registered if, in respect of 
the Metering Point:
	9.1     the Host PES's Distribution Business has provided all the 
relevant data items for which it is the source; and
	9.2     all the data items for which the Supplier is the source have 
been provided; and
9.3     data item 18 in Schedule 2 is set to 'Y'.

10.     In respect of a New Metering Point, where data item 14 in 
Schedule 2 has not yet been provided and data item 18 in Schedule 
2 is not set to 'N', the Host PES shall only accept a Registration if:,
	10.1    the Host PES's Distribution Business has provided the 
Supply Number, Grid Supply Point ID and Metering Point 
Address; 
	10.2    the Supplier has quoted the Supply Number and provided 
the Supply Start Date.
	10.3    data item 18 in Schedule 2 is set to 'Y'.
	Subsequent to Registering such a New Metering Point, the Host 
PES shall only accept a change to set data item 14 in Schedule 2 to 
energised, if:
	10.3    the Host PES's Distribution Business has provided all the 
relevant data items for which it is the source; and
	10.4    the Supplier has provided all the relevant data items for 
which it is the source.
11.     Where, in respect of a particular Metering Point, the Host PES's 
MPAS Registration System has a value for the Disconnection Date 
(data item 20 in Schedule 2), the Host PES shall not accept any 
Registrations with a Supply Start Date after the Disconnection 
Date.



SCHEDULE 11
Scottish Settlement's Validation Requirements

Each Host PES in Scotland's Validation Procedures must comply 
with the SESL's validation requirements set out in this Schedule, in 
relation to the Scottish Settlement Requirements for the relevant 
MPAS Registration System. 
The Host PES shall validate all data required for settlement 
purposes submitted to the MPAS Registration System before 
accepting or rejecting the data.
Upon rejection of data, the Host PES shall set out all the reasons 
for rejection to the sending market participant.
The Host PES shall ensure that all data for Metering Systems 
conform with the rules outlined in the following table.

Property             Non Half Hourly
                     Measurement Class          Half Hourly Measurement Class

Profile Class        Valid Profile Class (as 
                     specified in MDD) required Profile Class not required

Standard Settlement
Configuration        Valid Standard Settlement
                     Configuration (as 
                     specified in MDD) required Standard Settlement 
                                                Configuration not required
1998 Trading 
Arrangement
Indicator            Required to be set to Y     Required to be set to
                                                 either Y or N.

Data Aggregator
 Appointment         Data Aggregator required to
                     be specified as non half
                     hourly in MDD               Data Aggregator required to
                                                 be specified as half hourly
                                                 in MDD
Data Collector 
Appointment          Data Collector required to
                     be specified as non half
                     hourly in MDD               Data Collector required to
                                                 be specified as half hourly
                                                 in MDD

Line Loss 
Factor Class         Valid Line Loss Factor
                     Class (as specified in
                     MDD) required.              Valid Line Loss Factor Class
                                                 (as specified in MDD) required.


For any particular event, the relevant Host PES in Scotland shall apply one or more of the following validation criteria as 
appropriate: 

1.      The Host PES shall validate that data is sent by the party that is the 
source of the data as listed in the relevant flow in the Event Log set 
out in Schedule 3.
2.      Upon receipt of a change to the data within the MPAS Registration 
System the Host PES shall validate that:
		any of the following codes involved in the change are valid 
(in accordance with the Market Domain Data) on the 
effective date of the change:
	2. 1    Data Aggregator ID (data item 13 in Schedule 2);
	2.2     Data Collector ID (data item 12 in Schedule 2);
	2.3     Energisation Status (data item 14 in Schedule 2);
	2.4     Bulk Supply Point Group ID (data item 15 in 
Schedule 2);
	2.5     Line Loss Class ID (data item 6 in Schedule 2);
	2.6     Measurement Class ID (data item 16 in Schedule 2);
	2.7     Meter Operator ID (data item 11 in Schedule 2);
	2.8     Profile Class ID (data item 4 in Schedule 2);
	2.9     Supplier ID (data item 8 in Schedule 2);
	2.10    Standard Settlement Configuration ID (data item 17 
in Schedule 2).
3       Upon receipt from a Supplier of changes to the Metering System 
Registration Data, the Host PES shall validate that the Supplier is 
Registered for that Metering Point   on the effective date of the 
change.  
For the purposes of this Schedule:
"Metering System Registration Data" is defined as all data 
required for Settlement purposes associated with Data Collector 
appointment; Data Aggregator appointment and Registration, plus 
Metering System Standing Data.  
4.      The Host PES shall validate that the Line Loss Factor Class 
provided by the Host PES's Distribution Business for a Metering 
Point is a valid Line Loss Factor Class for that Host PES's 
Distribution Business as specified in the Market Domain Data 
provided by the Initial Settlement and Reconciliation Agent.
5.      Upon receipt from a Host PES's Distribution Business of changes 
to the Metering System Registration Data, the Host PES shall 
validate that the Metering Point is Registered on that Host PES's 
MPAS Registration System as specified by the Supply Number.
6.      Upon receipt of creation details for a New Metering Point from the 
Host PES's Distribution Business, the Host PES shall validate that 
the Metering System Standing Data contains the correct Distributor 
ID and does not already exist.
7.      Upon receipt of a Registration from a  Supplier, the Host PES shall 
validate that the Supply Number exists.
8.      Upon a change to data item 4 or 17 in Schedule 2 in respect of a 
Metering Point, the Host PES shall validate that the resulting 
combination of Profile Class and Standard Settlement Configuration 
are valid on the effective date of change as specified by the Market 
Domain Data provided by the ISR Agent.
9.      An existing Metering Point, unless data item 18 in Schedule 2 is set 
to 'N',  may only be Registered if, in respect of the Metering Point:
	9.1     the Host PES's Distribution Business has provided all the 
relevant data items for which it is the source; and
	9.2     all the data items for which the Supplier is the source have 
been provided.
10.     In respect of a New Metering Point, where data item 14 in 
Schedule 2 has not yet been provided and data item 18 in Schedule 
2 is not set to 'N', the Host PES shall only accept a Registration if:,
	10.1    the Host PES's Distribution Business has provided the 
Supply Number, Bulk Supply Point Group ID and Metering 
Point Address; and
	10.2    the Supplier has quoted the Supply Number and provided 
the Supply Start Date.
	Subsequent to Registering such a New Metering Point, the Host 
PES shall only accept a change to set data item 14 in Schedule 2 to 
energised, if:
	10.3    the Host PES's Distribution Business has provided all the 
relevant data items for which it is the source; and
	10.4    the Supplier has provided all the relevant data items for 
which it is the source.
11.     Where, in respect of a particular Metering Point, the Host PES's 
MPAS Registration System has a value for the Disconnection Date 
(data item 20 in Schedule 2), the Host PES shall not accept any 
Registrations with a Supply Start Date after the Disconnection 
Date.




SCHEDULE 12
Outstanding Issues

1.      Enduring Design Authority
The Issues Resolution Group (IRG) is supporting work to develop 
and implement an enduring design authority for non Settlement 
provisions arrangements for the post 1998 electricity industry.  One 
proposal is that enduring design authority arrangements might be 
wholly or partially constituted under this Agreement, with the MRA 
Secretariat fulfilling the role of the enduring design authority.
In particular, areas of this Agreement that are likely to be affected 
by the decision on the scope and role of the enduring design 
authority will include:
1.      constitution of MEC and the MRA Forum (Clauses 6 and 
7);
2.      administration cost recovery (Clause 8); and
3.      change control of both this Agreement and the Data 
Transfer Catalogue (Clauses 9 and 10).
2.      Supplier Default
The Director is leading the development of proposals to deal with 
the consequences of an electricity supplier defaulting on its 
obligations under one or more industry agreements, the most likely 
cause being insolvency.  Discussions with industry participants are 
continuing following a recent consultation exercise.  It is probable 
that the proposals agreed as a result of this exercise will require 
changes to be made to this Agreement to reflect them.
3.      Performance Assurance
The Shadow MEC has been developing processes for performance 
assurance in relation to parties' obligations under this Agreement 
which are not covered by other agreements.  This development will 
be continued by MEC.  The development of the performance 
assurance procedures will involve completing the following tasks:
1.      agreeing the scope of the MRA performance assurance 
criteria;
2.      identifying the prioritised risk areas in the MRA that are not 
covered elsewhere and those that are required prior to 
Controlled Market Start-Up;
3.      determining the techniques for enduring MRA performance 
assurance;
4.      planning the development of the detailed performance 
assurance procedures;
5.      developing the performance assurance procedures;
6.      building up the capability to undertake the agreed 
performance assurance processes;
7.      developing appropriate reporting and monitoring 
arrangements; and
8.      developing and implementing the systems to support 
performance assurance processes and;
9.      developing an appropriate entry process.
4.      Millennium Compliance
Negotiations have been taking place in the context of the PES 
Standard Agreements on provisions to apply in the event of 
millennium related systems failure.  The negotiations have failed to 
resolve the issue which is now to be referred to the Director for its 
view.  Once the issue has been resolved, it is the parties intention 
that provisions reflecting the agreed position be developed for 
insertion into the MRA.
5.      Procedure for Objection by Old Supplier
PES s have been in discussion with the Director and with certain 
Suppliers in relation to grounds for objection in circumstances 
where a customer has outstanding debts relating to electricity 
supplied, including in relation to a previous premises.  MEC should 
consider whether amendments should be made to the existing 
provisions of Clause 16 to provide appropriate protections, having 
regard to market developments.

SCHEDULE 13
MRA Service Company Limited

1. BACKGROUND
1.1 Establishment of joint venture: The parties (other than the 
Pool Agent, SESL and MRASCO) have agreed to establish 
a joint venture company to carry on the Business.
1.2 MRASCO: MRASCO was incorporated in England on 8 
January 1998 and at the date of this Agreement has an 
authorised share capital of (POUND)100 divided into 100 ordinary 
shares of (POUND)1 each of which two shares have been issued.
1.3 Shareholders of MRASCO: It is intended that the 
shareholders of MRASCO shall be limited to the parties to 
the MRA for the time being and from time to time (other 
than the Pool Agent, SESL and MRASCO), each of whom 
shall hold a single share, and any nominee as referred to in 
paragraph 3.2.1 of this Schedule.
1.4 Regulation of rights: The Shareholders have agreed that 
their respective rights as shareholders in MRASCO shall be 
regulated by the provisions of this Schedule (which, for the 
avoidance of doubt, shall include the provisions of the 
Annexes hereto) and MRASCO has agreed with the 
Shareholders to comply with such of the matters contained 
in this Schedule as relate to MRASCO.
2. ADDITIONAL DEFINITIONS AND INTERPRETATION
2.1 Definitions: In this Schedule, except where the context 
otherwise requires:
"Articles"

means the Articles of 
Association of 
MRASCO set out in 
Annex 4 to this 
Schedule, as the same 
may be amended from 
time to time;
"Board"
means the board of 
directors of 
MRASCO;
"Business"
means acting as a 
corporate vehicle for 
contracting on behalf 
of the MRA parties 
pursuant to (i) a 
resolution of MEC (or 
any sub-committee of 
it) passed pursuant to 
Clause 6 of this 
Agreement and 
effective by virtue of 
the provisions of that 
Clause or (ii) a 
decision of the 
Secretariat acting 
within the scope of its 
authority which (in 
each case) it is 
necessary or desirable 
to implement by means 
of a binding contract 
on an arms-length 
basis;
"Chairman"

means the chairman of 
the Board for the time 
being and from time to 
time;
"Company Secretary"
means the company 
secretary of MRASCO 
for the time being and 
from time to time;
"Directors"
means the directors of 
MRASCO for the time 
being and from time to 
time;
"Intellectual Property"
means patents, trade 
marks,  right in 
designs, trade or 
business names or 
signs, copyright 
(whether or not any of 
these is registered and 
including applications 
for registration of any 
such thing) and all 
right or forms of 
protection of a similar 
nature or having 
equivalent or similar 
effect to any of these;
"MRASCO"
means MRA Services 
Company Limited 
(registered number 
3490321);
"MRASCO 
Completion Date"

means the date falling 
14 Working Days after 
the date on which this 
Schedule takes effect 
or such later date as 
may be agreed by 
MEC;
"Shareholders"
means the persons for 
the time being and 
from time to time 
registered as holders 
of Shares; and
"Shares"
means ordinary shares 
of (POUND)1 each in the 
capital of MRASCO 
and any shares issued 
in exchange therefor 
by way of conversion 
or reclassification and 
any shares 
representing or 
deriving from such 
shares as a result of 
any increase in or 
reorganisation or 
variation of the capital 
of MRASCO.
2.2 Interpretation: The parties and MRASCO acknowledge and 
agree that, notwithstanding any other provision of this 
Agreement:
2.2.1 MRASCO is a party to this Agreement solely for the 
purposes of this Schedule and is bound only to the 
extent of those obligations on its part which are 
expressly set out or referred to in this Schedule and 
not by any other provision of this Agreement;
2.2.2 MRASCO shall have only such rights under or in 
respect of this Agreement as are expressly set out or 
referred to in this Schedule;
2.2.3 the consent or agreement of MRASCO shall not be 
required to any modification, abrogation, 
amendment or suspension of any provision of this 
Agreement which is not expressly set out in this 
Schedule and MRASCO hereby irrevocably waives 
any rights which it might be considered or held to 
have to consent or agree to any such modification, 
abrogation, amendment or suspension; 
2.2.4 within this Agreement the rights of the parties as 
Shareholders are set out exclusively in this Schedule 
and no other provision of this Agreement shall apply 
in the regulation of the rights and obligations of 
Shareholders inter se in their capacity as 
Shareholders or as between the Shareholders (or any 
of them) and MRASCO; and
2.2.5 MRASCO shall take no action (and the 
Shareholders shall not take any step which could 
cause MRASCO to take any such action) which 
could prejudice in any way the rights or interests of 
any party under this Agreement and, in particular 
(but without limitation) MRASCO shall take no 
action relating to or affecting the Settlement 
Requirements unless the terms of this Schedule (and 
in particular of paragraphs 6, 7 and 9 hereof) have 
been adhered to in all respects.
3. ESTABLISHMENT OF MRASCO AND NEW PARTIES
3.1 Completion:  On the MRASCO Completion Date each of 
the parties (other than the Pool Agent and SESL), the 
Shareholders and MRASCO shall perform its obligations set 
out in, and comply with the provisions of, Annex 1 to this 
Schedule and procure that the subscribers and the first 
directors of MRASCO shall comply with the provisions of 
the same Annex 1.
3.2 New Parties:  Upon the accession of a New Party to the 
MRA as a Host PES or a Supplier pursuant to an Accession 
Agreement the Directors shall either:
3.2.1 transfer to such New Party one Share held by a 
nominee in accordance with the provisions of 
paragraphs 10.4 and 10.5 of this Schedule; or
3.2.2 allot to such New Party one unissued Share (and the 
Shareholders agree that where no Shares are 
otherwise available for issue that they will take all 
necessary steps to create and/or authorise the issue 
of further Shares).
4. MRASCO'S BUSINESS
4.1 Compliance: Each Shareholder agrees with the other 
Shareholders to exercise its rights under this Schedule and 
as a shareholder in MRASCO so as to ensure that:
4.1.1 MRASCO performs and complies with all its 
obligations under this Schedule and complies with 
the restrictions (if any) imposed upon it by the 
Articles; and
4.1.2 the Business is conducted in accordance with sound 
and good business practice with the intention of 
breaking even.
4.2 Sole business of MRASCO: The Shareholders and 
MRASCO acknowledge and agree that, unless and until the 
Shareholders, the Pool Agent and SESL unanimously agree 
otherwise in writing, the business of MRASCO shall be 
confined to the Business.
4.3 Independence of operations: Each Shareholder 
acknowledges and agrees with the other Shareholders and 
MRASCO that MRASCO will have complete independence 
in its operations and undertakes not to take any action 
which obstructs or interferes with, or seeks to obstruct or 
interfere with, the Business provided that this paragraph 4.3 
shall not affect the manner in which any Shareholder may 
exercise its rights in respect of Shares held by it.
5. THE MANAGEMENT OF MRASCO
5.1 Directors:
5.1.1 The Shareholders shall procure that the Directors 
shall be all the MEC Members for the time being and 
from time to time and each Director shall have as his 
alternate for the purposes of this Schedule the 
alternate appointed by him pursuant to Clause 6.18 
of this Agreement.
5.1.2 The parties shall indemnify MRASCO as set out in 
paragraphs 5.1.2.1 to 5.1.2.5 of this Schedule 
against all claims, demands, liabilities, losses, costs 
and expenses which MRASCO may suffer or incur 
by reason of any claim by any Director in connection 
with his removal from office as a Director and the 
liability to indemnify shall be met:
		5.1.2.1 in the case of the removal of the Director who is the 
Provider Member, severally and rateably in 
accordance with the proportions set out in Clauses 
8.10 and 8.11 of this Agreement by the parties 
entitled to appoint the Provider Member;
		5.1.2.2 in the case of the removal of the Director who is the 
PES Member, severally and rateably in accordance 
with the proportions set out in Clauses 8.10 and 
8.11 of this Agreement by the parties entitled to 
appoint the PES Member;
		5.1.2.3 in the case of the removal of the Director who is the 
Supplier Member, severally and rateably in 
accordance with the proportions set out in Clauses 
8.10 and 8.11 of this Agreement by the parties 
entitled to appoint the Supplier Member;
		5.1.2.4 in the case of the removal of the Director who is the 
Pool MEC Member, by the Pool Agent; and
		5.1.2.5 in the case of the removal of the Director who is the 
SESL Member, by SESL.
5.2 Chairman: The Chairman shall be the MEC Chairman for 
the time being and from time to time.   If the Chairman is 
unable to be present at a meeting, he may nominate another 
Director (or any Director's alternate) to act as Chairman.   If 
neither the Chairman nor his nominee is present within half 
an hour after the time appointed for holding the meeting, the 
Directors present may appoint any of their number to be 
chairman of that meeting.
5.3 Committees: The Directors may delegate any of their 
powers to committees of the Board consisting of such 
persons as the Directors may resolve. Any such committee 
shall exercise only powers expressly delegated to it and shall 
comply with any regulations imposed on it by the Board.
5.4 Company Secretary: The Company Secretary shall be such 
person as may be approved by the unanimous resolution of 
the Board from time to time. The Company Secretary shall 
be removed by unanimous resolution of the Board.
5.5 Proceedings at Board Meetings:
5.5.1 Voting Rights: Each Director shall have one vote. 
The Chairman shall have no vote in his capacity as 
Chairman.
5.5.2 Frequency: The Board shall meet at intervals of not 
less than once in any period of three months unless 
otherwise agreed by the Directors and insofar as 
reasonably practicable meetings of the Board shall 
follow on immediately from meetings of MEC.  A 
meeting of the Board may be convened at any 
reasonable time at the request of any Director by 
written notice to the Company Secretary.
5.5.3 Meetings: Meetings of the Board may be held by 
conference telephone call provided that participants 
acknowledge that they can speak to and hear each 
other.
5.5.4 Notice: Each of the Directors shall be given notice 
by the Company Secretary of each meeting of the 
Board setting out details of the time, date and place 
of meeting at least 5 Working Days prior to the date 
of such meeting, provided that such period of notice 
may be shortened for particular meetings by 
unanimous written consent of all Directors entitled 
to attend and vote thereat.
5.5.5 Quorum: The quorum for meetings of the Board 
shall be constituted by the attendance of the 
Provider Member, the PES Member and the 
Supplier Member (or their alternates) and:
	5.5.5.1 where matters which relate to or affect the 
Pool Requirements are to be considered, the 
Pool MEC Member (or his/her alternate); 
and
	5.5.5.2 where matters which relate to or affect the 
Scottish Settlement Requirements are to be 
considered, the SESL Member (or his/her 
alternate)
in person or participating by conference telephone call 
throughout such meeting.
5.5.6 Resolutions: All resolutions of the Board shall be 
made by unanimous vote of the Directors present or 
participating by conference telephone call.
5.5.7 Written resolutions: A written resolution signed by 
all Directors shall be as valid and effective as a 
resolution passed unanimously by a meeting of the 
Board properly convened and constituted in 
accordance with the terms of this Schedule and the 
Articles.
5.5.8 Minutes: No later than 5 Working Days after each 
Board meeting, the Company Secretary shall 
circulate minutes of that meeting to each of the 
Directors.
5.6 Exercise of Shareholders' Rights:  the Shareholders shall 
exercise the rights attaching to their Shares in the manner 
best calculated to secure the implementation of decisions 
taken by the MEC or MRA Forum (or, on appeal, by the 
Director) pursuant to this Agreement, and shall not exercise 
their rights in a manner which is inconsistent with any such 
decision.
6. RESERVED MATTERS
The Shareholders shall procure, so far as they are able, that no 
action shall be taken and no resolution relating to such action shall 
be passed by MRASCO in respect of the matters set out in Annex 2 
to this Schedule, except pursuant to a decision of MEC or the 
MRA Forum (as appropriate) or, on appeal, of the Director, taken 
in accordance with this Agreement.
7. MRASCO EXPENDITURE
7.1 Inclusion of expenditure in budgets:  Anticipated 
expenditure of MRASCO shall be included in any budget 
prepared pursuant to Clause 8 of this Agreement, and shall 
be subject to approval in accordance with that clause.
7.2 MRASCO obligations:  MRASCO shall not incur costs 
unless authorised by a budget approved pursuant to Clause 
8 of this Agreement, except insofar as necessary in order to 
comply with legally binding obligations to which it is 
subject.
7.3 Authorisation and reimbursement:  Expenditure by 
MRASCO shall be authorised by MEC, submitted to the 
Secretariat for payment, and reimbursed by the parties 
(other than the Pool Agent and SESL) in accordance with 
the provisions of Clause 8 of this Agreement and, for the 
avoidance of doubt, neither the Pool Agent nor SESL shall 
be required to reimburse MRASCO in respect of any such 
expenditure.
8. ACCOUNTS
8.1 Annual Accounts: At the end of each of MRASCO's 
financial years, or as soon as reasonably practicable 
thereafter, MRASCO shall procure that an account shall be 
taken of all the assets and liabilities of MRASCO and of all 
dealings and transactions of MRASCO during such financial 
year and that the Board shall prepare a report and accounts 
in accordance with the Companies Act 1985 to be audited 
within three months after the end of each financial year.
8.2 Audit: Any  party shall have the right at any time to require 
MRASCO to instruct the auditors of MRASCO to conduct 
a review in respect of the financial affairs of MRASCO. The 
cost of such review shall be borne by the party requesting 
such review, unless such review is approved by the 
Directors in which case it shall be borne by MRASCO. If 
any such review is requested, MRASCO shall procure that 
MRASCO's auditors are given all reasonable assistance to 
complete the review within a reasonable period of time.
9. DISTRIBUTION POLICY
	The Shareholders shall take such action as may be necessary to 
procure that:
9.1 Annual General Meeting: MRASCO's annual general 
meeting at which audited accounts in respect of the 
preceding financial year are laid before the Shareholders is 
held not later than the date falling six months after the end 
of that financial year;
9.2 Auditors' Report: MRASCO's auditors shall at the expense 
of MRASCO be instructed to report as to the amount of the 
profits available for distribution by MRASCO for each 
accounting reference period at the same time as they sign 
their report on MRASCO's audited accounts for the 
accounting reference period in question; and
9.3 Distribution of Profits: MRASCO distributes to and among 
the Shareholders within 30 days of approval of the audited 
accounts 100 per cent. of its profits available for distribution 
in each year, subject to the appropriation of such reasonable 
and proper reserves for working capital or otherwise as the 
Board may consider appropriate.
9.4 Shareholder guarantees: If any indemnity, guarantee or 
other assurance against loss is given by a Shareholder for 
any obligation or liability of MRASCO at the request of 
MRASCO, all the other Shareholders shall indemnify such 
Shareholder in respect of any liability arising out of such 
indemnity, guarantee or other assurance against loss 
severally and rateably in accordance with the proportions 
set out in Clauses 8.10 and 8.11 of this Agreement.
10. TRANSFER OF SHARES
10.1 Restriction on transfer: Otherwise than in accordance with 
the following provisions of this paragraph 10 no 
Shareholder shall:
10.1.1 pledge, mortgage (whether by way of fixed or 
floating charge) or otherwise encumber its legal or 
beneficial interest in its Shares; or
10.1.2 sell, transfer or otherwise dispose of any of such 
Shares (or any legal or beneficial interest therein); or
10.1.3 enter into any agreement in respect of the votes 
attached to Shares; or
10.1.4 agree, whether or not subject to any condition 
precedent or subsequent, to do any of the foregoing.
10.2 Intra-group transfers: A Shareholder may transfer its Share 
to its Affiliate in circumstances where such Affiliate 
becomes a party at the same time as such Shareholder 
ceases to be a party.
10.3 Retiring Shareholders: If any Shareholder ceases to be a 
party for any reason (the "Retiring Shareholder"),then 
upon written notice to the Retiring Shareholder by any other 
Shareholder, the Retiring Shareholder shall transfer at par to 
a nominee for all the Shareholders (other than the Retiring 
Shareholder) selected by the Directors the Share held by the 
Retiring Shareholder. All costs and expenses of such 
transfer shall be for the account of the Retiring Shareholder.
10.4 Enforced transfer: If a Retiring Shareholder shall fail or 
refuse to transfer any Shares in accordance with its 
obligations under paragraph 10.3, the Directors may 
authorise MRASCO to execute and deliver a transfer from 
the Retiring Shareholder to a nominee on behalf of the 
Retiring Shareholder. MRASCO may accept the 
consideration for the transfer and hold it on trust for the 
Retiring Shareholder, which acceptance shall be a good 
discharge to the nominee and may set off such amount 
against the costs and expenses of the transfer. The Directors 
shall cause the transferee to be registered as the holder of 
such Shares and following the registration of the transfer the 
validity of the proceedings shall not be questioned by any 
person.
10.5 Nominee's holding: The nominee referred to in paragraphs 
10.3 and 10.4 shall hold Shares transferred to it until such 
time as it is directed by the Directors to transfer them (or 
some of them) to one or more parties.  For the avoidance of 
doubt, wherever in this Schedule a percentage figure of the 
number of Shares in issue is referred to, this figure shall be 
calculated as if all Shares held by the nominee were not in 
issue.
11. DURATION AND TERMINATION
This Schedule shall continue in full force and effect until the first to 
occur of the following events:
11.1 the termination of this Agreement pursuant to Clause 3.4;
11.2 all the Shareholders agree in writing to terminate the 
arrangements set out in this Schedule;
11.3 an effective resolution is passed or a binding order is made 
for the winding up of MRASCO,
provided, however, that this Schedule shall cease to have effect as 
regards any party who, having been entitled under the terms of this 
Schedule to hold Shares, ceases to hold any Shares.
12. SHAREHOLDERS GENERALLY
The Shareholders shall procure that: 
12.1 save for any nominee referred to in paragraph 10.3, only the 
parties (other than the Pool Agent or SESL or any 
replacement of the Pool Agent or SESL) shall acquire 
Shares (whether by transfer or allotment) and that no party 
shall be a Shareholder unless and until it has agreed to be 
bound by this Schedule in the capacity of a Shareholder 
(which a party (other than the Pool Agent or SESL or any 
replacement of the Pool Member or SESL) shall be taken to 
have done by being a signatory to this Agreement or 
executing an Accession Agreement) (save in the case of the 
Pool Agent or SESL whose signature of this Agreement or 
execution of an Accession Agreement shall indicate 
agreement to being bound by this Schedule but not in the 
capacity of Shareholder); and
12.2 the Directors shall neither transfer nor allot any Share or 
Shares other than as set out in paragraph 3.2 or 10.4 of this 
Schedule and that, save in the case of a nominee as referred 
to in paragraphs 10.3 and 10.4, no party shall at any point 
hold more than one Share.
13. INTELLECTUAL PROPERTY
If and to the extent that any Shareholder discloses any of its 
Intellectual Property to MRASCO for use in connection with the 
Business, unless it is unable to do so it shall grant, and shall be 
deemed to have granted from the date of such disclosure, licences 
of such Intellectual Property to MRASCO for use in connection 
with the Business and for no other purpose whatsoever. Any such 
licence shall be irrevocable, non-exclusive, perpetual and royalty-
free. Such licences shall not be capable of assignment or sub-licence 
by MRASCO.
14. CONFLICT WITH THE ARTICLES
In the event of any ambiguity created by or discrepancy between 
the provisions of this Schedule and the Articles, then it is the 
intention that the provisions of this Schedule 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 Schedule and shall further, if necessary, procure 
any required amendment to the Articles.
15. FURTHER ASSURANCE
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 carry out, 
evidence and confirm their rights under, and the intended purpose 
of, this Schedule.

ANNEX 1

Completion

1. Meeting of the Directors: On the MRASCO Completion Date the 
parties shall procure the holding of a meeting of the Board and the 
passing thereat of resolutions:
(A) appointing the MEC Members as Directors;
(B) accepting the resignation as Directors of those persons (if 
any) who are not MEC Members;
(C) appointing a bank nominated by MEC as MRASCO's 
bankers and passing such resolutions relating to such 
appointment as the bank may require; 
(D) approving the transfer of the two subscriber shares each to a 
party other than the Pool Agent, SESL or MRASCO; and
(E) convening an Extraordinary General Meeting of the 
Company immediately following the conclusion of the 
meeting of the Directors for the purposes referred to in 
paragraph 2.
2. Extraordinary General Meeting: Upon the calling of the 
Extraordinary General Meeting referred to in paragraph 1 (E), the 
Shareholders shall procure the giving of consents to short notice in 
respect of such Extraordinary General Meeting and shall vote 
thereat in favour of resolutions:
(A) authorising the Directors to issue and allot at par one Share 
to each party other than the Pool Agent, SESL, MRASCO 
and the two parties to whom the two subscriber shares in 
MRASCO have been transferred;
(B) amending Clause 3 of the Memorandum of Association of 
MRASCO by insertion of the new sub-clause set out in 
Annex 3 to this Schedule as sub-clause 3(1) and 
renumbering the remaining sub-clauses accordingly; and
(C) adopting the regulations in the form set out in Annex 4 to 
this Schedule as the Articles of Association of MRASCO.
3. Initial Subscription for Shares: Forthwith upon the passing of the 
resolutions of MRASCO pursuant to paragraph 2 each party, save 
for the Pool Agent, SESL, MRASCO and those two parties to 
whom transfers are approved under paragraph 1(D) above, shall 
complete, sign and deliver to MRASCO an application for the 
allotment to that party of one  Share in consideration of the 
payment by cash of (POUND)1 on allotment in respect of each such Share.
4. Board Meeting: MRASCO shall procure the holding of a further 
meeting of the Board and the passing thereat of resolutions:
(a) approving the application of each party other than the Pool 
Agent, SESL, MRASCO and the two parties to whom the 
two subscriber shares in MRASCO have been transferred 
for a Share; and
(b) authorising the name of each party other than the Pool 
Agent, SESL or MRASCO to be entered in the Register of 
Members of MRASCO as holder of one Share and directing 
the sealing of a certificate in respect thereof.
5.      Allotment: Upon receipt of the relevant consideration moneys 
referred to in paragraph 3, MRASCO shall allot and issue one 
Share to each party whose application has been approved pursuant 
to paragraph 4 and shall register each such party as the holder of 
that Share and shall prepare, seal and deliver to each party a share 
certificate in respect thereof in its name.




ANNEX 2

Limitations on Dealings


(i) The acquisition or disposal by MRASCO of any share capital or 
other securities of any person.
 
(ii) The reduction of MRASCO's share capital, any variation of the 
rights attaching to any class of shares in its capital or any 
redemption, purchase or other acquisition by MRASCO of any 
Shares or other securities of MRASCO.
 
(iii) The making of decisions relating to material contracts to which 
MRASCO is a party or material arrangements between MRASCO 
and a third party.
 
(iv) The making of changes to the pricing or trading terms of 
MRASCO.
 
(v) The making by MRASCO of a material claim, disclaimer, surrender, 
election or consent for tax purposes.

(vi) The incurring of costs in respect of any period which are not 
envisaged by a budget drawn up and approved pursuant to Clause 8 
of this Agreement.
 
(vii) The making of any contract or guarantee with a Shareholder or an 
Affiliate of a Shareholder.
 
(viii) The making of any contract of a material nature.
 
(ix) The obtaining by MRASCO of finance from a third party lender.
 
(x) The making of any change to MRASCO's Memorandum of 
Association or the Articles.
 
(xi) The presentation of any petition for the winding-up of MRASCO or 
the making of any application for an administration order in relation 
to MRASCO or for the appointment of an administrator or receiver 
of MRASCO.
 
(xii) The commencement, settlement or defence of any litigation, 
arbitration or other proceedings brought by or against MRASCO in 
an amount in excess of (POUND)25,000.
 
(xiii) The increase of the amount of debt with a maturity greater than 3 
months owed by MRASCO.
 
(xiv) The entering into of an agreement of a type or length which is 
unusual in the context of the Business.
 



ANNEX 3

Amendment to Objects clause


3(1)    To carry on the business of acting as a corporate vehicle for 
contracting on behalf of parties to the Master Registration 
Agreement dated [               ] 1998 in accordance with the terms 
and conditions of that Agreement

ANNEX 4

Form of New Articles

ARTICLES OF ASSOCIATION

THE COMPANIES ACT 1985-1989

ARTICLES OF ASSOCIATION

of

MRA SERVICE COMPANY LIMITED

(Registered No. 349032 )

(adopted by Special Resolution passed on [          ], 1998 )


1. Adoption of Table A
 
 In these articles "Table A" means Table A scheduled to the 
Companies (Tables A to F) Regulations 1985 as amended prior to 
the date of incorporation of the Company. The regulations 
contained in Table A shall, except where they are excluded or 
modified by these articles, apply to the Company and, together with 
these articles, shall constitute the articles of the company. No other 
regulations set out in any statute concerning companies, or in any 
statutory instrument or other subordinate legislation made under 
any statute, shall apply as the regulations or articles of the 
Company.
 
2. Interpretation
 
2.1. Words and expressions which bear particular meanings in 
Table A shall bear the same meanings in these articles.
 
2.2. In these articles:
 
 "Affiliate" means, in respect of any body corporate, a body 
corporate which is its subsidiary or holding company, or a company 
which is a subsidiary of that holding company, and each such 
company;
 
 "Director" means the Director-General of Electricity Supply 
appointed pursuant to the Electricity Act 1989;
 
 "MEC" means the MRA Executive Committee appointed pursuant 
to the MRA;
 
 "MEC Members" means the members of the MEC appointed 
pursuant to the MRA;
 
 "MRA" means the Master Registration Agreement dated [          ] 
1998;
 
 "MRA Forum" means the body of that name appointed pursuant 
to the MRA;
 
 "parties" means parties to the MRA and "party" means a party to 
the MRA;
 
 "Retiring Shareholder" has the meaning given to that expression 
in Article 10.4; and
 
 "shareholder" means the holder of a share or shares in the 
Company.
 
2.3. References in these articles to writing include references to 
any method of representing or reproducing words in a 
legible and non-transitory form.
 
2.4. Headings are for convenience only and shall not affect 
construction.
 
2.5. If, and for so long as, the Company has only one member, 
these articles shall (in the absence of any express provision 
to the contrary) apply with such modification as may be 
necessary in relation to such a company.
 
3. Share Capital
 
 The authorised share capital of the Company at the date of adoption 
of this article is (POUND)100 divided in 100 shares of (POUND)1 each.
 
4. Restriction on Share Ownership
 
 Save with the prior written consent of the directors, no person 
other than a nominee as referred to in Articles 9.4 and 9.5 shall be 
the holder of more than one share of the Company at any time.
 
5. Rights Attaching to Shares
 
5.1. The right to vote on the matters set out in Article 5.2 shall 
constitute rights attaching to the shares. The Shareholders 
shall procure, so far as they are able, that no action shall be 
taken or resolution passed by the Company in respect of 
those matters set out in Article 5.2 except pursuant to a 
decision of MEC or the MRA forum (as appropriate) or, on 
appeal, by the Director, taken in accordance with the 
provisions of the MRA.
 
5.2. The matters referred to in Article 5.1 are:
 
5.2.1. the acquisition or disposal by the Company of any 
share capital or other securities of any person;
 
5.2.2. the reduction of the Company's share capital, any 
variation of the rights attaching to any class of shares 
in its capital or any redemption, purchase or other 
acquisition by the Company of any shares or other 
securities of the Company.
 
5.2.3. the making of decisions relating to material contracts 
to which the Company is a party or material 
arrangements between the Company and a third 
party;
 
5.2.4. the making of changes to the pricing or trading terms 
of the Company;
 
5.2.5. the making by the Company of a material claim, 
disclaimer, surrender, election or consent for tax 
purposes;
 
5.2.6. the incurring of costs in respect of any period which 
are not envisaged by a budget drawn up and 
approved pursuant to Clause 8 of the MRA;
 
5.2.7. the making of any contract or guarantee with a 
member or an Affiliate of a shareholder;
 
5.2.8. the making of any contract of a material nature;
 
5.2.9. the obtaining by the Company of finance from a third 
party lender;
 
5.2.10. the making of any change to the Company's 
Memorandum of Association or these articles;
 
5.2.11. the presentation of any petition for the winding-up of 
the Company or the making of any application for an 
administration order in relation to the Company or 
for the appointment of an administrator or receiver 
of the Company;
 
5.2.12. the commencement, settlement or defence of any 
litigation, arbitration or other proceedings brought 
by or against the Company in an amount in excess of 
(POUND)25,000;
 
5.2.13. the increase of the amount of debt with a maturity 
greater than 3 months owed by the Company; and
 
5.2.14. the entering into of an agreement of a type or length 
which is unusual in the context of the business of the 
Company.
 
5.3. Each shareholder shall be entitled to dividends in respect of 
its share calculated in the same proportions as are set out in 
Clauses 8.10 and 8.11 of the MRA rather than in proportion 
to the amounts paid up on the shares.  Regulation 104 of 
Table A shall be modified accordingly.
 
 
5.4. Subject to the provisions of the Act and to any rights 
conferred on the holders of any other shares, any share may 
be issued with or have attached to it such rights and 
restrictions as the Company may by ordinary resolution 
decide or, if no such resolution has been passed or so far as 
the resolution does not make specific provision, as the 
directors may decide. Regulation 2 of Table A shall not 
apply.
 
6. Unissued Shares
 
 Subject to the provisions of the Act and to these articles, any 
unissued shares of the company (whether forming part of the 
original or any increased capital) shall be at the disposal of the 
directors who may (subject to Article 4) offer, allot, grant options 
over or otherwise dispose of them to such persons at such times 
and for such consideration and upon such terms and conditions as 
they may determine.
 
7. Initial Authority to Issue Relevant Securities
 
 Subject to any direction to the contrary which may be given by the 
Company in general meeting and to Article 4, the directors are 
unconditionally authorised to exercise all powers of the Company 
to allot relevant securities. The maximum nominal amount of 
relevant securities that may be allotted under this authority shall be 
the nominal amount of the unissued share capital at the date of 
incorporation of the Company or such other amount as may from 
time to time be authorised by the Company in general meeting, The 
authority conferred on the directors by this article shall remain in 
force for a period of five years from the date of incorporation of the 
Company but may be revoked varied or renewed from time to time 
by the Company in general meeting in accordance with the Act.
 
8. Exclusion of Rights to Offers on a Pre-emptive Basis
 
 Section 89(1) of the Act shall not apply to the allotment by the 
Company of any equity security.
 
9. Transfer of Shares
 
9.1. The instrument of transfer of a subscriber's share which is 
not fully paid need not be executed by or on behalf of the 
transferee. Regulation 23 of Table A shall be modified 
accordingly.
 
9.2. Otherwise than in accordance with Articles 9.3 and 9.4 no 
shareholder shall:
 
9.2.1. pledge, mortgage (whether by way of fixed or 
floating charge) or otherwise encumber its legal or 
beneficial interest in its shares; or
 
9.2.2. sell, transfer or otherwise dispose of any of such 
shares (or any legal or beneficial interest therein); or
 
9.2.3. enter into any agreement in respect of the votes 
attached to shares; or
 
9.2.4. agree, whether or not subject to any condition 
precedent or subsequent, to do any of the foregoing.
 
9.3. A member may transfer its shares to its Affiliate in 
circumstances where such Affiliate becomes a party at the 
same time as such member ceases to be a party.
 
9.4. Retiring Shareholders: If any shareholder ceases to be a 
party for any reason (the "Retiring Shareholder"), then 
upon written notice to the Retiring Shareholder by any other 
shareholder, the Retiring Shareholder shall transfer at par to 
a nominee for all the shareholders (other than the Retiring 
Shareholder) selected by the Directors the Share held by the 
Retiring Shareholder.   All costs and expenses of such 
transfer shall be for the account of the Retiring Shareholder.
 
9.5. If a Retiring Shareholder shall fail or refuse to transfer any 
Shares in accordance with its obligations under Article 9.4 
the directors may authorise the Company to execute and 
deliver a transfer from the Retiring Shareholder to a 
nominee on behalf of the Retiring Shareholder. The 
Company may accept the consideration for the transfer and 
hold it on trust for the Retiring Shareholder, which 
acceptance shall be a good discharge to the nominee and 
may set off such amount against the costs and expenses of 
the transfer.  The directors shall cause the transferee to be 
registered as the holder of such shares and following the 
registration of the transfer the validity of the proceedings 
shall not be questioned by any person.
 
9.6. The nominee referred to in Articles 9.3 and 9.4 shall hold 
shares transferred to it until such time as it is directed by the 
directors to transfer them (or some of them) to one or more 
parties.  For the avoidance of doubt, wherever in these 
Articles a percentage figure of the number of shares in issue 
is referred to, this figure shall be calculated as if all shares 
held by the nominee were not in issue.
 
10. Proceedings at General Meetings
 
10.1. The quorum at any general meeting shall consist of a 
majority in number of the Shareholders in person or by 
proxy. Regulation 40 of Table A shall be modified 
accordingly.
 
10.2. If, and for so long as, the company has only one member, 
that member or the proxy for that member or, where that 
member is a corporation, its duly authorised representative 
shall be a quorum at any general meeting of the company or 
of the holders of any class of shares. Regulation 40 of Table 
A shall be modified accordingly.
 
10.3. The chairman at any general meeting shall not be entitled to 
a second or casting vote.  Regulation 50 of Table A shall not 
apply.
 
10.4. In the ease of a corporation a resolution in writing may be 
signed on its behalf by a director or the secretary of the 
corporation or by its duly appointed attorney or duly 
authorised representative. Regulation 53 of Table A shall be 
extended accordingly.
 

11. Votes of Members
 
 At a general meeting, but subject to any rights or restrictions 
attached to any shares, on a show of hands every member who 
(being an individual) is present in person or (being a corporation) is 
present by a duly authorised representative and every proxy for any 
member (regardless of the number or the holdings of the members 
for whom he is a proxy) shall have one vote, and on a poll every 
member who is present in person or by proxy shall have one vote 
for every share of which he is the holder. Regulation 54 of Table A 
shall not apply.
 
12. Delivery of Proxies
 
 The instrument appointing a proxy and (if required by the directors) 
any authority under which it is executed or a copy of the authority, 
certified notarially or in some other manner approved by the 
directors, may be delivered to the office (or to such other place or 
to such person as may be specified or agreed by the directors) 
before the time for holding the meeting or adjourned meeting at 
which the person named in the instrument proposes to act or, in 
case of a poll taken subsequently to the date of the meeting or 
adjourned meeting, before the time appointed for the taking of the 
poll, and an instrument of proxy which is not so delivered shall be 
invalid. The directors may at their discretion treat a faxed or other 
machine made copy of an instrument appointing a proxy as such an 
instrument for the purpose of this article. Regulation 62 of Table A 
shall not apply.
 
13. Alternate Directors
 
 Each Director shall have as his alternate for the purposes of these 
Articles the alternate appointed by him pursuant to Clause 6.18 of 
the MRA.  Regulation 65 of Table A shall not apply.
 
14. Delegation of Directors' Powers
 
 The directors may delegate any of their powers (with power to sub-
delegate) to committees consisting of such person or persons 
(whether directors or not) as they may resolve.  Any such 
committee shall exercise only powers expressly delegated to it and 
shall comply with any regulations imposed on it by the directors.  
Regulation 72 of Table A shall be modified accordingly and 
references in Table A to a committee of directors or to a director as 
a member of such a committee shall include a committee established 
under this article or such person or persons.
 
15. No Age Limit or Share Qualification
 
 No director shall be required to retire or vacate his office, and no 
person shall be ineligible for appointment as a director, by reason of 
his having attained any particular age. No shareholding qualification 
for directors shall be required.
 
 
 
 
16. Exclusion of Rotation Requirements and Other Provisions
 
 The directors shall be the MEC Members from time to time.  
Regulations 73 to 80 (inclusive) and the last sentence of regulation 
84 of Table A shall not apply.
 
17. Disqualification and Removal of Directors
 
 The office of a director shall be vacated if he ceases to be a MEC 
Member.  Regulation 81 of Table A shall not apply.
 
18. Directors' Gratuities and Pensions
 
 Regulation 87 of Table A shall not apply.
 
19. Notice and Conduct of Board Meetings
 
 Notice of a meeting of the directors shall be deemed to be properly 
given to a director if it is given to him personally or sent in writing 
to him at his last known address or any other address given by him 
to the company for this purpose, or by any other means authorised 
in writing by the director concerned. Notice shall be given in this 
manner to all directors including any director who is for the time 
being absent from the United Kingdom. A director may waive 
notice of any meeting either prospectively or retrospectively.  All 
resolutions of the Board shall be made by unanimous vote of the 
directors present or participating by conference telephone.  In the 
case of an equality of votes, the chairman shall not have a second or 
casting vote.   Regulation 88 of Table A shall be modified 
accordingly.
 
20. Quorum for Board Meetings
 
 The quorum for meetings of the board shall be constituted by the 
attendance of the Provider Member, the PES Member and the 
Supplier Member (each as defined in the MRA) (or their alternates) 
and:
 
20.1. where matters which relate to or affect the Pool 
Requirements (as defined in the MRA) are to be considered, 
the Pool MEC Member (as defined in the MRA) (or his/her 
alternate); and
20.2. where matters which relate to or affect the Scottish 
Settlement Requirements (as defined in the MRA) or issues 
relating to the administration of the board are to be 
considered, the SESL Member (as defined in the MRA) (or 
his/her alternate),
 
 in person or participating by conference telephone call throughout 
such meeting.  Regulation 89 of Table A shall not apply.
 
21. Participation in Board Meetings by Telephone
 
 All or any of the members of the board or any committee of the 
board may participate in a meeting of the board or that committee 
by means of a conference telephone call provided that participants 
acknowledge that they can speak to and hear each other.   A person 
so participating shall be deemed to be present in person at the 
meeting and shall be entitled to vote or be counted in a quorum 
accordingly.   Such a meeting shall be deemed to take place where 
the largest group of those participating is assembled, or, if there is 
no such group, where the chairman of the meeting is then situated.
 
22. Resolution in Writing
 
 A resolution in writing executed by all the directors or by all the 
members of a committee for the time being shall be as valid and 
effective as a resolution passed unanimously at a meeting of the 
board or, as the ease may be, of the committee properly convened 
and constituted. The resolution may be contained in one document 
or in several documents in like form each executed by one or more 
of the directors or members of the committee concerned. A 
resolution signed by an alternate director need not also be signed by 
his appointor and, if it is signed by a director who has appointed an 
alternate director, it need not be signed by the alternate director in 
that capacity. Regulation 93 of Table A shall not apply.
 
23. Directors May Vote When Interested
 
 A director who to his knowledge is in any way, whether directly or 
indirectly, interested in a contract or proposed contract with the 
company shall declare the nature of his interest at a meeting of the 
directors in accordance with the Act.   Subject where applicable to 
such disclosure, a director shall be entitled to vote in respect of any 
contract or proposed contract in which he is interested and if he 
shall do so his vote shall be counted and he shall be taken into 
account in ascertaining whether a quorum is present.   Regulations 
94 and 95 of Table A shall not apply.
 
24. Official Seal
 
 The company may exercise all the powers conferred by the Act with 
regard to having any official seal and such powers shall be vested in 
the directors. Subject to the provisions of the Act, any instrument 
to which an official seal is affixed shall be signed by such persons, if 
any, as the directors may from time to time determine.
 
25. Notices
 
 Any notice or other document may be served on or delivered to any 
member by the company either personally, or by sending it by post 
addressed to the member at his registered address or by fax or telex 
to a number provided by the member for this purpose, or by leaving 
it at his registered address addressed to the member, or by any 
other means authorised in writing by the member concerned. In the 
case of joint holders of a share, service or delivery of any notice or 
other document on or to one of the joint holders shall for all 
purposes be deemed a sufficient service on or delivery to all the 
joint holders. Regulation 112 of Table A shall not apply.
 
 
 
 
26. Time of Service
 
 Any notice or other document, if sent by the Company by post, 
shall be deemed to have been served or delivered twenty four hours 
after posting and, in proving such service or delivery, it shall be 
sufficient to prove that the notice or document was properly 
addressed, stamped and put in the post. Any notice or other 
document left by the company at a registered address otherwise 
than by post, or sent by fax or telex or other instantaneous means of 
transmission, shall be deemed to have been served or delivered 
when it was so left or sent. Regulation 115 of Table A shall not 
apply.
 

ANNEXURE

Initial Budget 

An initial Budget has been prepared setting out the costs expected to be 
incurred in establishing the MRA's Operations for the period 1 April to 30 
June 1998.  Clause 8.2 of the Agreement states that the Budget for the 
period 1 July 1998 to 31 March 1999 (i.e. the remainder of the first 
Financial Year) will be determined by MEC and will be presented to the 
MRA Forum for approval at least 40 days before it is due to have effect.  
The Budget produced at that time will set out the actual cost incurred to 
date and hence will comprise a Budget for the first financial year (i.e. 1 
April 1998 to 31 March 1999) in full.

The process for producing the Budget for the remainder of the first 
financial year and for subsequent years will be set out in a detailed 
Procedure approved by the MEC.  The Budget will be prepared by the 
MRA Secretariat and agreed by the MEC and be subject to approval by the 
MRA Forum.  The procedure will also set out the process by which actual 
costs will be monitored against the Budget.

The initial budget for April to June 1998 has been prepared and submitted 
to the Shadow MEC ("ShMEC") for review.  A summary of the budget is 
attached.  This budget is indicative of the likely costs of setting up the 
MRA Secretariat and the company (MRA Service Company Limited) 
through which it will operate and is based upon Workpackages  submitted 
to ShMEC for approval.

The budgeted costs embrace the costs of the implementation project, 
covering the initial set-up activities of the MRA Secretariat and the 
production of detailed procedures and on-going operational costs of the 
MRA Secretariat and Data Transfer Catalogue. 

For both categories, initially, utilisation of consultants has been assumed, 
but ShMEC will be seeking to utilise permanent and contractor resources 
as soon as appropriate in order to contain the overall level of costs.

The attached table sets out the respective PES shares for funding the first 
quarter's costs (i.e. from 1 April to 30 June 1998), based upon the average 
number of MPANs in each PESs Authorised Area in the period December 
1997 to February 1998.  This calculation is in line with clause 8.10 of the 
MRA.  On MRA signature, invoices will be raised for these amounts, 
adjusted for any funding received for April through the JPW workstream.  

The PESs, via the Joint PES Workstream, agreed to fund essential "pre-
signature" work on behalf of the Shadow MEC.  OFFER agreed that these 
costs could be recovered from all MRA signatories following signature. 
Once these costs have been finalised they will be recharged to MRA 
signatories liable for such costs over the period 1 April 1998 to 31 March 
2000, inclusive of an interest charge of 7% (real).  Recovery of these costs 
for the first year will be affected in the year end reconciliation at 31 March 
1999.

At the end of the first year the reconciliation exercise will reflect the share 
of actual costs incurred during the first financial year across all MRA 
signatories liable for such costs based upon the actual number of MPANs 
supplied and registered in each Authorised Area, with full allowance made 
for interim funding during the year. 

Detailed Procedures will be developed by MEC setting out the process by 
which:

? quarterly charges will be determined and levied on each MRA 
signatory liable therefor annually; and 
 
? the means by which retrospective amendments will be 
determined in order to take full account of actual expenditures 
and the actual number of MPANs in each Authorised Area and 
the number registered to each supplier, relative to the amounts 
previously budgeted and charged quarterly during the year.





 
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS



For and on behalf of


Authorised Signatory





For and on behalf of


Authorised Signatory







DATED the         day of                         1998

WITNESS to the above signatures:


Exchange House
Primrose Street
London
EC2A 2HS






IN WITNESS whereof the parties have executed this Agreement on the 
day and year first hereinbefore mentioned.

SIGNED BY .....................................(print name)
duly authorised on behalf of 
BRITISH GAS TRADING LTD

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
EAST MIDLANDS ELECTRICITY PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
EASTERN ELECTRICITY PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
LONDON ELECTRICITY PLC

 .......................................................
SIGNED BY .....................................(print name)
duly authorised on behalf of 
MANWEB PLC 

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
MIDLANDS ELECTRICITY PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
NATIONAL POWER PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
NORTHERN ELECTRIC PLC

 .......................................................



SIGNED BY .....................................(print name)
duly authorised on behalf of 
NORWEB PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
NUCLEAR ELECTRIC LTD

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
POWERGEN PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SCOTTISH HYDRO-ELECTRIC PLC

 .......................................................




SIGNED BY .....................................(print name)
duly authorised on behalf of 
SCOTTISH POWER PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SEEBOARD PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SOUTH WALES ELECTRICITY PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SOUTH WESTERN ELECTRICITY PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SOUTHERN ELECTRIC PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
YORKSHIRE ELECTRICITY GROUP PLC

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
ENERGY POOL FUNDS ADMINISTRATION LIMITED

 .......................................................


SIGNED BY .....................................(print name)
duly authorised on behalf of 
SCOTTISH ELECTRICITY SETTLEMENTS LIMITED

 .......................................................



SIGNED BY .....................................(print name)
duly authorised on behalf of 
MRA SERVICE COMPANY LIMITED

 .......................................................








DATED                                                      
                                    
1998



The HOST PESs as named herein

- and -

The SUPPLIERs as named herein

- and -

Energy Pool Funds Administration Limited
(as the Pool Agent)

- and -

Scottish Electricity Settlements Limited

- and -

MRA Service Company Limited



MASTER REGISTRATION AGREEMENT














Herbert 
Smith
Exchange 
House
Primrose 
Street
London EC2A 
2HS
Tel: 0171 374-
8000
Fax: 0171 
496-0043
Ref: 
391/C563/306
14717

INDEX
No.     Clause                                                  Page

PART I: PRELIMINARY
1.      DEFINITIONS AND INTERPRETATION  3
2.      CONDITIONS PRECEDENT    22
3.      COMMENCEMENT, DURATION AND CONTROLLED 
MARKET START UP 23
4.      ADDITIONAL PARTIES      24
5.      ENFORCEABILITY OF OBLIGATIONS ON OR BY DATA 
AGGREGATORS     25
6.      CONSTITUTION OF MEC     25
7.      CONSTITUTION OF THE MRA FORUM   37
8.      COSTS   42
9.      CHANGE CONTROL  46
10.     DATA TRANSFER CATALOGUE 50
11.     MPAS TECHNICAL CONSTRAINT       54
12.     ERS MIGRATION (ENGLAND AND WALES ONLY)  54
13.     SERVICE AVAILABILITY    55
14.     SERVICE LEVELS AND LIQUIDATED DAMAGES   55
15.     PROCEDURE FOR APPLICATION FOR REGISTRATION BY 
A SUPPLIER      62
16.     PROCEDURE FOR OBJECTION BY OLD SUPPLIER 64
17.     CONTACT NOTICE FACILITY 67
18.     ERROR RECTIFICATION     69
19.     RETROSPECTIVE AMENDMENT OF MPAS REGISTRATION 
SYSTEM  71
20.     NEW CONNECTIONS, NEW METERING POINTS AND 
REGISTRATION
OF NEW SUPPLY NUMBERS   72
21.     DE-REGISTRATION OF SUPPLY NUMBERS       75
22.     FULL REFRESH    75
23.     SELECTIVE REFRESHES     76
24.     CHANGES AND CONFIRMATIONS OF DATA       76
25.     RESENDS 78
26.     REVOCATION OF LICENCE   79
27.     REPORTING       80
28.     ACCURACY VALIDATION OF DATA AND MESSAGE 
PROCESSING      81
29.     CHANGE OF SUPPLIER METER READING        84
30.     RECORDS, AUDIT AND NON-FUNCTIONAL 
REQUIREMENTS    86
31.     CHARGING        88
32.     BILLING AND PAYMENT     89
33.     LIQUIDATED DAMAGES PAYMENTS CAP AND 
LIMITATION OF LIABILITY 93
34.     EVENTS OF DEFAULT AND CONSEQUENCES OF DEFAULT   96
35.     CONFIDENTIALITY 99
36.     FORCE MAJEURE   103
37.     DISPUTES        104
38.     DEROGATIONS     109
39.     TRANSITIONAL ARRANGEMENTS       110
40.     RESTRICTIVE TRADE PRACTICES ACT 110
41.     CONTRACT MANAGEMENT     111
42.     ENTIRE AGREEMENT        111
43.     SEVERABILITY    111
44.     WAIVERS 112
45.     DATA TRANSFER   112
46.     NOTICES 113
47.     ASSIGNMENT AND SUB-CONTRACTING  114
48.     COUNTERPARTS    114
49.     GOVERNING LAW   114
SCHEDULE 1 PARTIES      115
SCHEDULE 2 METERING POINT ADMINISTRATION DATA   119
SCHEDULE 3 EVENT LOG    122
SCHEDULE 4 ACCESSION AGREEMENT  131
SCHEDULE 5 SUPPLY NUMBER FORMAT 133
SCHEDULE 6 POOL REQUIREMENTS (ENGLAND AND WALES)        135
SCHEDULE 7 SCOTTISH SETTLEMENT REQUIREMENTS (SCOTLAND)  166
SCHEDULE 8 SERVICES FOR WHICH CHARGES ARE LEVIED UNDER 
THIS AGREEMENT  195
SCHEDULE 9 GUIDANCE ON METERING POINTS  196
SCHEDULE 10 POOL VALIDATION REQUIREMENTS        208
SCHEDULE 11 SCOTTISH SETTLEMENT'S VALIDATION REQUIREMENTS       210
SCHEDULE 12 OUTSTANDING ISSUES  214
SCHEDULE 13 MRA SERVICE COMPANY LIMITED 216
Annexure:  Initial Budget

 
 

	146
	148
	166
1

182

1

176



	246


1




</TABLE>