Power NI Generation Contract
For Renewable Generators less than 50kW
Terms and Conditions
This Renewable Generation Contract and the Power NI Renewable Generation Contract Application Form (together the “Renewable Generation Contract” or “Contract”) contains the standard conditions which form the legally binding contract between “Us” – Power NI Energy Limited trading as Power NI (“Power NI”) whose registered address is Greenwood House, 64 Newforge Lane, Belfast, BT9 5NF and “You”, the “Renewable Generator”, for the supply by You to Us of renewable electricity and all of the associated benefits.
2. Definitions and Interpretation
2.1. Definitions
“Accreditation” is the process undertaken in order for the Renewable Generation Plant to be Accredited by the Authority;
“Accredited” is where the Authority has confirmed that the Renewable Generator is a Renewable Generation Plant capable of generating from an Eligible Renewable Source;
“Agent” means the person nominated by the Renewable Generator as its sole agent for (1) the management of the Renewable Generation Plant’s Accreditation and/or (2) once the relevant Renewable Generator is Accredited, the application for any benefits issued by the Authority associated with any power generated by the Renewable Generation Plant;
“Authority” means the Northern Ireland Authority for Utility Regulation established under Article 3 of the Energy (Northern Ireland) Order 2003 and any body given power to act on its behalf (including OFGEM);
“Authority Timetable” is the timetable set by the Authority for yearly Metered Output declarations and Export Electricity declarations as appropriate;
“Connection Agreement” means the agreement entered into with NIE Networks for the connection of the Renewable Generation Plant to the NIE Networks distribution system;
“CCL Regulations” means the Climate Change Levy (General) Regulations 2001;
“Eligible Renewable Sources” means a source of electricity generation which is capable of being accredited as an eligible renewable source under the NIRO Order;
“Export Electricity” means the electricity passed into the NIE Networks distribution system from the Renewable Generation Plant as measured by the relevant Metering Equipment;
“Extension Period” has the meaning set out in clause 10.2;
“Initial Period” has the meaning set out in clause 10.1;
“Input Electricity” is as defined by Article 22 (6) of the NIRO Order;
“kWh” means kilowatt hour;
"Landlord" means a person who is the owner of land, a building or airspace;
"Lease" means an agreement made between the Landlord and Tenant in respect of the occupation of land, a building or airspace;
“Levy Exemption Certificate” or “LEC” is the certificate issued under Part II and Schedules 6 and 7 of the Finance Act 2000;
“Licence” means a licence granted under Article 10 of the Order;
“Meter Reading” means a reading taken from the relevant Metering Equipment;
“Metered Output” means the aggregate amount of electricity generated by the Renewable Generation Plant as measured by the relevant Metering Equipment after making appropriate adjustments for any Input Electricity;
“Metering Equipment” means metering equipment installed on site sufficient to measure (a) the Metered Output on a cumulative basis in kWh, as accredited by the Authority; and (b) the Export Electricity, as approved by NIE Networks;
“Microgeneration Certification Scheme” means the Microgeneration Certification Scheme under the NIRO Order;
“NIE NETWORKS” means Northern Ireland Electricity Networks Limited or its successor;
“NIRO Order” means the Renewables Obligation Order (Northern Ireland) 2009;
“NIROC” means a renewable obligation certificate issued by the Authority in respect of the Renewable Generation Plant pursuant to the NIRO Order;
“NIROC Price” means the price per NIROC in accordance with the methodology agreed by Power NI and the Authority, as published and displayed from time to time on Power NI’s website;
“Order” means the Electricity (Northern Ireland) Order 1992;
“Obligation Period” means the “obligation period” under the NIRO Order;
“Power NI Renewable Generation Application Form” means the generation tariff application form completed by the Renewable Generator to enter into this Renewable Generation Contract;
“Reading Dates” are defined for the purposes of this Contract as the 31 March (in respect of Metered Output) and 30 September (in respect of Export Electricity) in the relevant year or such other dates as Power NI may determine; “Renewable Energy Guarantees of Origin” or “REGO” is a guarantee of origin as defined in The Electricity (Guarantees of Origin of Electricity Produced from Renewable Energy Sources) Regulations (Northern Ireland) 2003 (the “REGO Order”);
“Renewable Generator” is as given in Section A of the Power NI Renewable Generation Contract Application Form under Renewable Generator Details;
“Renewable Generation Plant” is as described in section A of the Power NI Renewable Generation Contract Application Form;
“Spill Price” means the price for the Export Electricity based on the export tariff published on an annual basis and displayed on Power NI’s web site from time to time or as otherwise agreed; and
"Tenant" means a person who occupies land, a building or airspace pursuant to a Lease.
2.2. Interpretation
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
3. Sale and Purchase of Export and Transfer of Benefits
3.1. Sale and purchase of export: The Renewable Generator grants to Power NI the sole and exclusive right to the Export Electricity subject to the terms and conditions of this Contract. In consideration for the payments to be made by Power NI under clause 8.1, the parties agree that the purchase of any electricity generated from Eligible Renewable Sources by the Renewable Generation Plant under the terms of this Contract includes all the benefits associated with the output from the Renewable Generation Plant including any LEC, NIROC or REGO for the Metered Output, plus any additional or replacement benefits associated with the Renewable Generation Plant issued to the Renewable Generator each year, or more frequently if requested.
3.2. Transfer: In the event that benefits associated with the output of the Renewable Generation Plant accrue directly to the Renewable Generator rather than Power NI (for example, where Power NI is not acting as Agent for the Renewable Generator), the Renewable Generator shall:
3.2.1. take all steps necessary to promptly transfer, free from encumbrance and with full beneficial title, to Power NI every LEC, NIROC and REGO issued to it (plus any additional or replacement benefits associated with the Renewable Generation Plant) that is issued to the Renewable Generator in respect of the Metered Output; and
3.2.2. as necessary, promptly notify the Authority of all such transfers, act in accordance with the Authority’s rules and procedures (set out from time to time) and comply with all necessary administrative procedures necessary to effect such transfer in a timely manner.
3.3. Revocation of benefit: Where a LEC, NIROC or REGO which is subject to this Contract is revoked by the Authority after the transfer of such benefit has taken place, the Renewable Generator will notify Power NI within 3 working days and provide a copy of the revocation notice. The Renewable Generator shall pay an amount equal to the losses Power NI incurs, including the costs of procuring replacement LECs, NIROCs or REGOs, as a result of the revocation of any LECs, NIROCs or REGOs.
4. Conditions Precedent
4.1. The provisions of this Contract are subject to the fulfilment of the following conditions precedent:
4.1.1. Renewable Generation Plant: The Renewable Generation Plant installed by the Renewable Generator must be less than 50kW capacity. Where the Renewable Generation Plant is an onshore wind station, solar photovoltaic station, hydro station or such other category as specified in accordance with the NIRO Order and it is not currently Accredited, it must be Accredited under the Microgeneration Certification Scheme;
4.1.2. Metering Equipment: The Renewable Generation Plant has the appropriate Metering Equipment installed to measure the Metered Output (provided such Metering Equipment is of a type which has been accredited by the Authority);
4.1.3. Connection Agreement: The Renewable Generator has entered into a Connection Agreement in respect of the Renewable Generation Plant with NIE Networks and provided a copy of the executed Connection Agreement to Power NI;
4.1.4. Meter Reading: An initial meter reading from the relevant Metering Equipment has: (1) been submitted to Power NI in the Power NI Renewable Generation Contract Application Form; or (2) requested by Power NI by email and provided by the Renewable Generator within 1 week of such request;
4.1.5. Right to sell: The Renewable Generator has confirmed in terms satisfactory to Power NI that the Renewable Generator has obtained all necessary rights to sell the electricity generated from Eligible Renewable Sources by the Renewable Generation Plant;
4.1.6. Lease/contractual arrangements: The Renewable Generator has confirmed in terms satisfactory to Power NI that it is party to a duly executed and binding Lease (where the Renewable Generator is a Tenant) or alternative contractual arrangements (in relation to such arrangements, see the examples below) in respect of the premises specified in the Renewable Generation Contract Application Form, in each case which:
4.1.6.1. has a term remaining of not less than Initial Period of this Contract;
4.1.6.2. provides the Renewable Generator with a right to install, maintain and attach (if applicable) the Renewable Generation Plant and associated equipment to the premises;
4.1.6.3. provides that the Renewable Generator has the right to the benefit of any LEC, NIROC or REGO for the Metered Output of the Renewable Generation Plant;
4.1.6.4. provides for a right of way for third parties, including Power NI, to inspect the Renewable Generation Plant and any associated equipment (including Metering Equipment) at a reasonable time;
4.1.6.5. provides a covenant given by the relevant counterparty that they will not interfere or tamper with the Renewable Generation Plant, the connection to the NIE Networks distribution system and any associated equipment; and
4.1.6.6. provides that the Landlord or relevant counterparty must inform the Renewable Generator if:
4.1.6.6.1. the Renewable Generation Plant ceases to output;
4.1.6.6.2. they no longer own or occupy the premises where the Renewable Generation Plant is located; and/or
4.1.6.6.3. the electricity supply to the premises has been disconnected,
by way of example only, the alternative contractual arrangements contemplated in this clause 4.1.6 include local authorities with renewable generation systems installed in or on social housing units and/or ‘rent a roof’ companies that contract with a homeowner or occupier of a premises for the right to install a solar unit on the roof of the relevant premises;
4.1.7. Self-billing agreement: If the Renewable Generator is registered for VAT, the Renewable Generator has entered into a self-billing agreement with Power NI; and
4.1.8. Power NI holds a Licence.
4.2. Satisfaction of conditions: If at any time either party becomes aware of a fact or circumstance that might prevent any of the conditions precedent in clause 4.1 being satisfied, it shall immediately inform the other party. If the conditions precedent in clause 4.1 have not been satisfied or waived within 3 months from the date of execution of this Contract, Power NI may terminate this Contract shall with immediately effect.
5. Accreditation
5.1. Accreditation: The Renewable Generator must manage Accreditation (either on its own behalf or by engaging a third party Agent) except in circumstances where Power NI acts as its Agent to manage Accreditation on the Renewable Generator’s behalf (for example where it does so when Power NI carries out the installation).
5.2. If Power NI is acting as the Renewable Generator’s Agent for Accreditation purposes, Power NI shall submit an application for the Renewable Generation Plant to be Accredited.
5.3. If the Renewable Generator is managing the Accreditation on its own behalf (including through a third party Agent), it must ensure that the Renewable Generation Plant is Accredited and remains Accredited throughout the term of this Contract.
5.4. Administration of benefits: After the Accreditation of the Renewable Generation Plant:
5.4.1. if Power NI is acting at the relevant time as the Renewable Generator’s Agent, Power NI will ensure that it provides the Authority with, from time to time, Renewable Generation Plant data on Metered Output as per the Authority Timetable including data on any Input Electricity upon Accreditation of the Renewable Generator, subject at all times to Power NI receiving such data from the Renewable Generator as required by clause 6.6; or
5.4.2. if Power NI is not acting at the relevant time as the Renewable Generator’s Agent, the Renewable Generator must ensure that it provides the Authority with, from time to time, Renewable Generation Plant data on Metered Output as per the Authority Timetable including data on any Input Electricity upon Accreditation of the Renewable Generator.
6. General Obligations of the Renewable Generator
6.1. Changes to information: The Renewable Generator shall promptly inform Power NI of any changes from time to time that may affect this Contract including but not limited to changes to the Renewable Generation Plant or Agent provisions under this Contract or changes to any of the information submitted to Power NI in the Renewable Generation Contract Application Form (including changes to VAT status and/or VAT registration number).
6.2. Permissions, consents and licences: During the term of this Contract the Renewable Generator must ensure that it continues to have in place in respect of the Renewable Generation Plant a Connection Agreement and all necessary planning permissions, consents and licences required for the Renewable Generation Plant to operate.
6.3. Maintenance: The Renewable Generator must make reasonable endeavours to maintain the Renewable Generation Plant and ensure that it continues to produce electricity from Eligible Renewable Sources and remains Accredited.
6.4. Ceasing / recommencing generation: If the Renewable Generation Plant ceases to generate, the Renewable Generator must inform Power NI within 10 working days, and if applicable, as soon as practicable if the Renewable Generation Plant recommences generating.
6.5. Metering Equipment: The Renewable Generator shall maintain the Metering Equipment in good condition at all times throughout the term to ensure accuracy of the readings, and must at all times ensure that there is appropriately located accurate metering to record the Metered Output and Export Electricity generated and that all Metering Equipment has an appropriate meter serial number.
6.6. Meter Readings: The Renewable Generator shall ensure that it provides (either itself or through a third party approved by Power NI) by email (or such other method as permitted by Power NI from time to time) to Power NI timely, reliable and accurate Meter Readings for the Metered Output and Export Electricity as per the Reading Dates. The Renewable Generator shall ensure that it provides Power NI with any information on Input Electricity with its Meter Readings on request from Power NI. If required, the Renewable Generator shall provide photographic evidence of Metering Readings to Power NI to evidence Metered Output and such evidence shall be submitted by email in accordance with this Contract.
6.7. Any failure or delay by the Renewable Generator in providing timely, reliable and accurate Meter Readings as per the Reading Dates may result in Power NI not submitting such Meter Readings to the Authority and/or not being able to make payments to the Renewable Generator in accordance with this Contract. The Renewable Generator acknowledges and agrees that Power NI shall have no liability for any failure to comply with this Contract that is a result of any such failure or delay by the Renewable Generator.
6.8. Access: Provided that Power NI provides the Renewable Generator with reasonable notice, the Renewable Generator will allow Power NI or anyone else authorised by Us safe access to the property at reasonable times for the purpose of ensuring that any Metering Equipment and the connection is operating correctly in accordance with this Contract and also so that Power NI or anyone else authorised by Us may obtain check readings from any Metering Equipment.
6.9. Lease/contractual arrangements: Throughout the term of this Contract the Renewable Generator must continue to have in place arrangements that comply with the requirements of clause 4.1.6.
6.10. Self-billing agreement: If the Renewable Generator is at any time during the duration of this Contract registered for VAT without having a self-billing agreement in place with Power NI, the Renewable Generator agrees to enter into a self-billing agreement with Power NI in the standard form being used by Power NI for renewable generation contracts at such time. On request from Power NI, the Renewable Generator shall promptly provide any information or confirmation(s) required to establish the continued validity of any self-billing agreement between Power NI and the Renewable Generator.
6.11. Email address: Throughout the term of this Contract the Renewable Generator must maintain a valid email address to enable it to perform its obligations under this Contract and to comply with Power NI’s online system.
7. Regulatory Compliance
7.1. The Renewable Generator agrees to comply with all applicable rules and procedures set out by the Authority and the provisions of the NIRO Order, REGO Order and the CCL Regulations relating to the obtaining of LECs, NIROCs and REGOs (including the submission of accurate declarations).
7.2. The Renewable Generator shall ensure that the Renewable Generation Plant is not registered under the Trading and Settlement Code for participation in the Single Electricity Market.
7.3. The Renewable Generator must ensure it complies with all relevant law including the NIRO Order to ensure that any of the benefits associated with Renewable Generation Plant accrue including LECs, NIROCs and REGOs and shall ensure that the Renewable Generation Plant is operated in compliance with such law at all times.
8. Obligations of Power NI
8.1. Payment: Power NI agrees that subject to the terms and conditions of this Contract it will purchase the Export Electricity for the duration of this Contract and will pay to the Renewable Generator the Spill Price in respect of the Export Electricity following the appropriate Meter Reading annually (or in the case of Renewable Generation Plant between 10 to 50kW as may otherwise be agreed) and:
(a) where Power NI is acting as the Renewable Generator’s Agent, pay the NIROC Price in respect of NIROCs attributed to the Renewable Generation Plant issued by the Authority to Power NI acting as Agent within 4 weeks of such issue or
(b) where Power NI is not acting as the Renewable Generator’s Agent, pay the NIROC Price in respect of NIROCs transferred to Power NI in accordance with this Contract within 4 weeks of such transfer.
8.2. Set-off: Power NI may at any time, without notice to the Renewable Generator, set off any liability of the Renewable Generator to Power NI against any liability of Power NI to the Renewable Generator, whether or not either liability arises under this Contract.
8.3. Payment information and metering: If the information required for the purposes of calculating payment due to You under this Renewable Generation Contract is not available or if the data is lost, corrupted or considered by Power NI to be inaccurate, Power NI may make estimates for such purpose having regard, when available, to the metering data before and (if appropriate) after the period of estimation and Power NI will make payments in accordance with such estimates. Each party shall inform the other party as soon as practicable if it becomes aware of any inaccuracies in metering data.
8.4. If the electricity usage meter runs in reverse when the Renewable Generation Plant is exporting electricity, your electricity supplier may seek to recover charges in accordance with your electricity supply terms and conditions.
8.5. If and when accurate information becomes available, appropriate adjustments will be made by Power NI in the next invoice or as soon as practicable.
9. Warranties
9.1. Power NI warrants that it has the power to enter into, perform and comply with all its obligations under this Contract.
9.2. The Renewable Generator acknowledges and agrees that Power NI has entered into this Contract in reliance on the information submitted to Power NI in the Renewable Generation Contract Application and the Renewable Generator warrants that such information is true and correct in all material respects.
10. Duration
10.1. This Contract is effective from the date of the satisfaction of the conditions precedent in clause 4.1 and shall continue until the 31st of March after the expiry of 12 months from the date on which the first Meter Reading of the Metered Output is taken (the “Initial Period”).
10.2. Unless terminated in accordance with clause 10.3 or the provisions of clause 11, this Contract shall automatically extend for a further period of 12 months (“Extension Period”) at the end of the Initial Period and at the end of each Extension Period.
10.3. Either party may by written notice to the other party terminate this Contract prior to the end of the Initial Period or the end of an Extension Period, provided that such notice is provided to the other party no more than 6 months and not less than 3 months prior to expiry of the Initial Period or the relevant Extension Period, as the case may be.
11. Termination
11.1. Power NI may by notice to the Renewable Generator immediately terminate this Contract if:
11.1.1. The Renewable Generator no longer owns, occupies or is party to appropriate contractual arrangements that satisfy clause 4.1.6 in respect of the premises specified in the Power NI Renewable Generation Contract Application Form;
11.1.2. The electricity supply to the premises specified in the Power NI Renewable Generation Contract Application Form has been disconnected;
11.1.3. Power NI suspects that the Renewable Generator has illegally abstracted electricity or has interfered with electricity related equipment or it has been provided with a falsified meter reading;
11.1.4. The Renewable Generation Plant on site has been removed;
11.1.5. The Renewable Generator has not received Accreditation within 3 months of the date of this Contract or such longer period as Power NI may agree;
11.1.6. The Renewable Generator fails to provide meter readings to Power NI in accordance with clause 6.6 of this Contract;
11.1.7. The warranty given by the Renewable Generator in clause 9.2 of this Contract is found to be untrue or misleading;
11.1.8. The Renewable Generation Plant ceases to be Accredited;
11.1.9. The Renewable Generator commits a material or persistent breach of its obligations under this Contract;
11.1.10. The Renewable Generator makes a general arrangement for the benefit of its creditors, institutes or has instituted against it proceedings seeking a judgement of insolvency or bankruptcy or has a resolution passed for its winding up or insolvency;
11.1.11. The Renewable Generator has executed an Accession Deed in respect of the Renewable Generation Plant requiring it to observe, perform and be bound by the Trading and Settlement Code and has received a notice from the Market Operator confirming that it may commence participation in the Single Electricity Market; or
11.1.12. The Licence held by Power NI is revoked.
11.2. At the end of this Renewable Generation Contract, a Meter Reading is required and following receipt of such Meter Reading Power NI will issue the Renewable Generator with a termination account for the income due to the Renewable Generator for export prior to the end of this Contract.
11.3. The termination of this Contract will not affect any rights which may have accrued to either party and Power NI shall have the right to remain as Agent for any Obligation Period during which NIROCs and any other benefits are issued relating to generation by the Renewable Generator for the period when the Renewable Generation Contract was in force.
12. Liability
12.1. Neither Power NI nor the Renewable Generator is liable to the other for any breach of this Contract caused by matters beyond our respective reasonable control.
12.2. Neither Power NI nor the Renewable Generator will be liable for the other party’s loss of use, profits or revenue (whether direct or indirect) or any indirect or consequential loss arising out of this Renewable Generation Contract. Subject to clause 12.4, each party’s aggregate liability whether in contract, tort (including negligence) or otherwise under or in connection with this Contract shall not exceed £100,000.
12.3. These limitations of liability override any other provision in this Renewable Generation Contract unless otherwise expressly stated.
12.4. Nothing in this Renewable Generation Contract excludes or limits the liability of either of us for death or personal injury resulting from negligence.
13. Variations to the Renewable Generation Contract
13.1. Power NI may by written notice to the Renewable Generator make any changes to this Contract required to be made as a result of regulatory changes (for example changes to ROC banding). In addition, we may propose variations to the Contract at any time by giving 2 days’ prior written notice and the Renewable Generator should not unreasonably withhold its consent to such variations.
13.2. If the Authority or the Government make changes to our Licence we may by written notice make changes to this Renewable Generation Contract to the extent necessary to reflect such changes to our Licence. If this happens we will tell You as soon as we can.
14. Data Protection
Protecting our customer’s personal data is important to Power NI. Please see our privacy statement for details of how we process your personal data, in accordance with our obligations under Data Protection Legislation. Our privacy statement is available online at https://powerni.co.uk/powerni/legals/ or by calling us at 028 9068 5010. We may update this statement from time to time and any changes will be notified on our website or otherwise will be notified as required by Data Protection Law.
15. General
15.1. You cannot transfer this Renewable Generation Contract to anyone else without our permission. We may transfer this Renewable Generation Contract to any company, provided that company legally is permitted to supply You.
15.2. Notices in relation to this Contract will be sent to You by email to the email address provided in Renewable Generation Contract Application Form (or by such other method as required by Power NI from time to time). Your notices must be sent by email to Power NI at the following email address: renewable@powerni.co.uk.
15.3. Any notice or consent must be in legible writing and sent by first class pre-paid letter, by hand or by email. Any posted notice is deemed to have been given 2 days after it was sent and a notice delivered by hand is deemed to have been given when delivered. An email notice will be deemed to be sent when it reaches the recipient’s internet service provider.
15.4. If there is any inconsistency between these terms and conditions and any other documents comprising the Renewable Generation Contract, then these terms and conditions prevail.
15.5. Where You comprise more than one person (for example, if You are partners in a firm), the obligations and liabilities under this Renewable Generation Contract are joint and several.
15.6. Each of the clauses and sub-clauses of this Renewable Generation Contract operate separately from the others and survives independently of the others.
15.7. Subject to clause 9.2, neither of us has entered into this Renewable Generation Contract in reliance on any representation or warranty or other undertaking not fully reflected in these terms.
15.8. If You require anything from Us in addition to our obligations under this Contract we will be entitled to charge a reasonable amount for any work or materials, including administration charges.
15.9. You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.
15.10. The law of Northern Ireland applies to this Contract. This Contract is subject to the non-exclusive jurisdiction of the courts of Northern Ireland.