Electric Match Club - terms and Conditions

LICENCE EXEMPT SUPPLY (LES) SCHEME SCHEDULE

This schedule applies to provide the framework for you to participate in the LES Scheme, which enables generators to supply electricity direct to customers (via the public grid and a facilitating licensed supplier) in specified circumstances without needing a supply licence under the Electricity Act 1989. The LES Scheme has been facilitated by a technical amendment (known as BSC Modification P442) to an electricity industry code, such that accurate reporting of licence exempt supply is now possible.

This schedule will apply from the date on which you electronically accept these terms (the “Schedule Effective Date”) and will continue to apply, subject to its terms, for as long as this Agreement is in full force and effect.

Your ability to participate in the LES Scheme in any period will depend on you being a member of an Electric Match Club for the relevant period. Details of the arrangements for membership of an Electric Match Club, including how to join and whether you have succeeded in joining an Electric Match Club for a relevant period, will be communicated to you from time to time. The number of places available in Electric Match Clubs will depend on, among other things, the overall uptake of the LES Scheme.

There are three parts to this schedule:

• Part 1 sets out the terms and conditions which will apply, as between the you (the Customer) and us (Octopus Energy), in respect of your participation in the LES Scheme (as defined below)
• Part 2 sets out the Exempt Supply Terms (as defined below) which will be applicable as at the Schedule Effective Date
• Part 3 sets out modifications to other parts of this Agreement which will apply for as long as you participate in the LES Scheme pursuant to the arrangements set out in this schedule

Part 1

1. Definitions
2. In this schedule, the following words and expressions shall have the following meanings, unless the context otherwise requires:

Associated Body means any body corporate which, by reference to article 2(2) of the Class Exemptions Order, is to be treated as associated with a Participating Generator for the purposes of the Class A Exemption

Business Customer means any person who has an electricity supply contract with us and who for these purposes is a non-domestic customer of ours (where non-domestic customer has the meaning given to that expression in the standard conditions for electricity supply Licences)

Class A Exemption means the “Class A: Small suppliers” exemption from the requirement for a supply Licence which is provided for in schedule 4 of the Class Exemptions Order

Class Exemptions Order means the Electricity (Class Exemptions from the Requirement for a Licence) Order 2001

Customer means any Business Customer or Domestic Customer

Customer Exempt Supply Volumes means any Exempt Supply Volumes arising from time to time under any Exempt Supply Agreement entered into by you

Domestic Customer means any person who has an electricity supply contract with us and who for these purposes is a domestic customer of ours (where domestic customer has the meaning given to that expression in the standard conditions for electricity supply Licences)

Electric Match Club means a club, comprising certain Participating Generators and certain Participating Customers, formed by us for a relevant period for the purposes of facilitating, in that relevant period, the matching of volumes of electricity exported to the Grid by those Participating Generators with electricity imported from the Grid by those Participating Customers in order that they form Exempt Supply Volumes and references to “match” and “matching” in this Schedule shall be construed accordingly;

ESNA means an exempt supply notification agent (within the meaning of the BSC) and, for the purposes of the LES Scheme, being either a third party appointed by us to act in this capacity or (as the case may be) us ourselves

Exempt Supply Agreement means, for the purposes of the LES Scheme, an agreement between a Participating Generator and a Participating Customer under which the relevant Participating Generator agrees to supply certain volumes of electricity to the relevant Participating Customer

Exempt Supply Terms means, for the purposes of the LES Scheme, the terms which are to be incorporated into each Exempt Supply Agreement, being the terms set out in Part 2 of this schedule or such other terms as we may determine from time to time for these purposes

Exempt Supply Volumes means, for the purposes of the LES Scheme and any particular Exempt Supply Agreement, those volumes (if any) of electricity generated by the relevant Participating Generator and exported to the Grid which from time to time are (after application of any relevant adjustments to reflect relevant Grid losses) matched by us or on our behalf with electricity delivered by the Grid to the relevant [Participating Customer’s premises]

Grid means the electricity grid (comprising distribution systems and transmission systems operated by Licence holders) serving Great Britain and, as regards any particular PPA Generator’s facility or Customer’s premises, means the relevant distribution system (as operated by the holder of a distribution Licence) to which the relevant facility or premises is connected

LES Scheme means the scheme operated by us under which (in broad terms):

1. PPA Generators agree to supply, on a Licence exempt basis via the Grid, certain matched volumes of electricity to Customers;
2. Customers agree to be supplied with these matched volumes;
3. volumes of electricity exported to the Grid by PPA Generators are matched by us or on our behalf with electricity imported from the Grid by Customers; and
4. we will facilitate the supply via the Grid of the relevant matched volumes of electricity

Levy Cost means the cost to us of obligations which apply to us under the following legislation or other rules as a result of us being the holder of a supply Licence and which (where applicable) are associated with the volumes of electricity supplied by us:

1. the Feed-in Tariffs Order 2012 and relevant standard conditions of supply Licences;
2. the Renewables Obligation Order 2015 and the Renewables Obligation (Scotland) Order 2009;
3. the Electricity Capacity (Supplier Payment etc) Regulations 2014;
4. the Contracts for Difference (Electricity Supplier Obligations) Regulations 2014;
5. the Nuclear Regulated Asset Base Model (Revenue Collection) Regulations 2023; and
6. the Energy-Intensive Industry Electricity Support Payments and Levy Regulations 2024

Levy Saving means, as regards any particular Exempt Supply Volume, an amount equal to the Levy Costs which we would have incurred had that volume of electricity been supplied by us, rather than a PPA Generator as Licence exempt supplier

Participating Customer means any Business Customer who has agreed terms with us governing its participation in the LES Scheme

Participating Generator means any PPA Generator who has agreed terms with us governing its participation in the LES Scheme

PPA Generator means any generator of electricity who has a power purchase agreement with us

Schedule Effective Date has the meaning given above

1. Application of this Schedule
   1. For as long as this Agreement is in full force and effect, and subject to the provisions of this schedule, this schedule shall apply and govern the basis on which you agree to participate in the LES Scheme (and, for the avoidance of doubt, this schedule shall come into full force and effect, and continue to apply, irrespective of whether you are or become a member of an Electric Match Club).
   2. Your ability to participate in the LES Scheme in any period will be subject to paragraph 4.
2. Exempt Supply Agreements
   1. By agreeing that this schedule is to apply and form part of this Agreement:
      1. for each of the existing Participating Generators from whom we have the necessary authority, we are offering, acting as agent on behalf of each such existing Participating Generator, to enter into with you an Exempt Supply Agreement, incorporating the Exempt Supply Terms; and
      2. you are accepting this offer,

with the intent that, as from the Schedule Effective Date, an Exempt Supply Agreement, incorporating the Exempt Supply Terms, shall be in existence between you and each of the relevant existing Participating Generators.

1. You authorise us to act as your agent on an ongoing basis to enter into, on your behalf, Exempt Supply Agreements, incorporating the Exempt Supply Terms, with any new Participating Generators (meaning, for the avoidance of doubt, any PPA Generator who becomes a Participating Generator after the Schedule Effective Date).
2. You agree that (as between you and us) we shall have the right, at any time and at our discretion, to do any or all of the following:
   1. vary the Exempt Supply Terms that would apply to any new Exempt Supply Agreements entered into pursuant to paragraph 3.2; and/or
   2. vary the terms of any existing Exempt Supply Agreement that has been entered into from time to time between you and a Participating Generator.
3. You acknowledge and agree that for purposes of giving effect to the LES Scheme:
   1. we may be appointed to act as agent of other Customers to enter into Exempt Supply Agreements with Participating Generators and perform a similar role for those other Customers as is envisaged by this schedule;
   2. we shall have the right to determine, at our discretion (but subject to paragraph 5.2), the manner in which the LES Scheme is operated and the way in which volumes of electricity exported to the Grid by Participating Generators are matched with electricity imported from the Grid by Participating Customers, including through the formation of Electric Match Clubs and (where applicable) the nature of the instructions given to any relevant ESNA for the purposes of matching such volumes;
   3. we shall have the right to determine, at our discretion, the manner in which any Levy Savings are distributed as between us and all those PPA Generators and Customers (including you) who participate in the LES Scheme from time to time.
4. For the avoidance of doubt, the formation, continuation and/or variation of Exempt Supply Agreements in accordance with this paragraph 3 is not affected by whether you are a member of an Electric Match Club at any point in time.
5. Participation in the LES Scheme and Electric Match Club
   1. For any particular half hour period, you will only be able to participate in the LES Scheme (such that volumes of electricity that you import from the Grid may be matched by us or on our behalf with electricity exported to the Grid by Participating Generators) if you are a member of an Electric Match Club for that period.
   2. Details of how you may become a member of an Electric Match Club will be communicated to you by us from time to time, but your ability to be a member of an Electric Match Club for any period is not guaranteed and may depend on, among other things:
      1. you notifying us that you would like to be a member in accordance with any procedure that we may apply; and
      2. there being places available, which will depend on the overall uptake of the LES Scheme at any point in time and the methodology we use from time to time to determine the allocation of available places.
   3. For the avoidance of doubt, if you are unable to participate in the LES Scheme for any period because you are not a member of an Electric Match Club, this shall not affect your eligibility to participate in the LES Scheme in future periods in respect of which you are a member of an Electric Match Club, nor the continued application of this schedule and each Exempt Supply Agreement.
   4. Your ongoing eligibility and ability to participate in the LES Scheme (including to become or remain part of an Electric Match Club) shall be subject to the following conditions:
      1. you continuing to be party to this Agreement (incorporating this schedule) or, as the case may be, any replacement supply agreement with us which includes (in place of this schedule) terms governing participation in the LES Scheme;
      2. you being in full compliance with the terms of this Agreement or any such replacement agreement, including the terms set out in this schedule or any equivalent terms in a replacement agreement;
      3. the meter at your Premises continuing to provide data on, and being settled on, a half-hourly basis; and
      4. you not being a household customer for the purposes of Schedule 2ZB of the Act.
   5. If at any time:
      1. any of the conditions set out in paragraph 4.4 ceases to be met: and/or
      2. we decide that (for any reason) we no longer wish to operate the LES Scheme in the manner envisaged by this schedule,

we shall be entitled, on giving notice to you, to end the application of this schedule, thereby causing each of your Exempt Supply Agreements with Participating Generators to come to an end, and such that your participation (or eligibility to participate) in the LES Scheme shall cease. For the avoidance of doubt, the circumstances in which this schedule may cease to apply pursuant to this paragraph 4.5 may or may not be circumstances in which this Agreement as a whole terminates and the fact of this schedule ceasing to apply shall not of itself create any grounds for us or you to terminate this Agreement as a whole.

1. Licence Exemption Requirements
   1. We shall seek to include terms in our agreements with each Participating Generator to the effect that the relevant Participating Generator shall ensure that, save as otherwise expressly notified to and agreed by us:
      1. the only electricity which it delivers to the Export Point(s) is electricity which it has generated itself;
      2. it shall not supply, or agree to supply, any electricity to any person or premises other than electricity which is supplied pursuant to an Exempt Supply Agreement as part of the LES Scheme;
      3. it shall ensure that none of its Associated Bodies supply, or agree to supply, any electricity to any person or premises; and
      4. it shall ensure that neither it nor any of its Associated Bodies otherwise does anything that would result in a supply of electricity by the Generator pursuant to an Exempt Supply Agreement not being covered by the Class A Exemption,

but we shall not have any responsibility for ensuring that Participating Generators comply with the requirements set out in this paragraph and shall not have any liability to you for any non-compliance with these requirements on the part of any Participating Generator.

1. We shall operate the LES Scheme in such a way that the amount of electricity supplied by each Participating Generator at any time pursuant to Exempt Supply Agreements is not more than 5 (five) megawatts (or such lower amount as may be necessary to reflect any supplies of electricity made by the Participating Generating outside the LES Scheme or by one of its Associated Bodies, where such supplies have been notified to and agreed by us).
2. Determination of Exempt Supply Volumes
   1. As set out in paragraph 3.4, we shall have the right to determine, at our discretion (but subject to paragraph 5.2), the manner in which the LES Scheme is operated and (where applicable) the nature of the instructions given to any relevant ESNA for the purposes (in either case) of matching volumes of electricity exported to the Grid by Participating Generators with electricity imported from the Grid by Participating Customers, including whether matching between Participating Generators and Participating Customers is to be limited to members of the same Electric Match Club.
   2. You acknowledge and agree that we may engage third parties to provide ESNA or other validation services for the purposes of determining Customer Exempt Supply Volumes and that we may be required to share with any such third parties information relating to the arrangements governed by this schedule, including details of import meter points and metering data relating to import meter points.
3. Facilitation of Supply by Participating Generators
   1. In respect of any supply of electricity by a Participating Generator to you pursuant to an Exempt Supply Agreement, we shall, by virtue of acting as the registrant (within the meaning of the BSC) in respect of the relevant export point(s) for the Participating Generator’s facility and the relevant import meter point(s) for your Premises, facilitate such supply on behalf of the relevant Participating Generator.
4. Billing Arrangements
   1. You acknowledge and agree that:
      1. we shall be acting as billing agent of each Participating Generator who supplies you with Exempt Supply Volumes for the purposes of invoicing and seeking to collect payment from you, in accordance with the same invoicing and payment terms which apply under this Agreement to amounts of electricity supplied by us, for amounts payable by you in respect of the relevant Exempt Supply Volumes; and
      2. having regard to the modifications set out in Part 3 of this schedule below, any failure by you to pay us for amounts invoiced on behalf of a Participating Generator in respect of Exempt Supply Volumes shall (for the avoidance of doubt) constitute a breach of this Agreement as well as the relevant Exempt Supply Agreement.
   2. You also acknowledge and agree that:
      1. the amount we shall be entitled to invoice and collect from you on behalf of each Participating Generator in accordance paragraph 8.1 for particular Exempt Supply Volumes will be the same amount that would have been applicable had we supplied that electricity to you;
      2. the amount that we shall be required, under our separate agreement with the relevant Participating Generator, to pay over to that Participating Generator for the Exempt Supply Volumes in question will be the amount that would have applied had we purchased that electricity from them; and
      3. we shall be entitled to the difference between these two amounts in return for (amongst other matters) facilitating the supply (on behalf of the Generator) of the relevant Exempt Supply Volumes over the Grid (taking into account that we will incur various costs in providing this facilitation role, in the same way that we incur costs when supplying electricity over the Grid to you ourselves).
   3. We shall (as between you and us) have responsibility for and control over the management of any and all disputes with Participating Generators, including any disputes relating to payments for Customer Exempt Supply Volumes.
5. Levy Savings
   1. You acknowledge and agree that:
      1. we may take certain steps, as determined by us at our discretion, to obtain confirmation from any relevant competent body (whether the Authority or otherwise) and/or pursuant to relevant BSC arrangements as to us not being required to incur one or more Levy Costs in respect of particular volumes of electricity supplied by Participating Generators to Participating Customers, but shall not be treated as having provided any guarantee or other assurance to you as to any such confirmation being obtained; and
      2. insofar as any Policy Levy Savings are realised (or expected to be realised), we shall have the right to determine, at our discretion, the manner in which any such Levy Savings are distributed as between us and all those PPA Generators and Business Customers (including you) who participate in the LES Scheme from time to time.
   2. You shall, promptly on being requested to do so, provide such information and assistance as we may reasonably request for the purposes of obtaining any confirmation of the kind described in paragraph 9.1.(a).
6. No Guarantee of Benefits
   1. You acknowledge and agree that we shall have the discretion to make decisions in connection with the LES Scheme (including as to the manner in which relevant volumes of electricity may be “matched” and as to the manner in which any Levy Savings may be distributed) as a result of which:
      1. you do not have any guarantee as to what Exempt Supply Volumes you may be supplied with, nor as what share (if any) you may receive of any Levy Savings relating to Exempt Supply Volumes supplied to you under the LES Scheme;
      2. you may not realise the same financial benefit from your participation in the LES Scheme as one or more other Customers in a comparable position to you; and
      3. we will benefit financially from our own participation in the LES Scheme, including by way of the retention of amounts referred to in paragraph 8.2 and by way of receiving a share of Levy Savings (whether relating to the Exempt Supply Volumes supplied to you or the Exempt Supply Volumes supplied to other Participating Customers under the LES Scheme).
         

Part 2

1. Exempt Supply Terms
   1. These terms govern the agreement (the Exempt Supply Agreement) under which the PPA Generator may supply electricity to the Business Customer as part of the LES Scheme. Capitalised expressions used in these terms shall have the meanings given to them in the relevant power purchase agreement (as entered into by the PPA Generator with Octopus Energy) and supply contract (as entered into by the Business Customer with Octopus Energy).
   2. The Exempt Supply Agreement shall take effect between the PPA Generator and the Business Customer from the date on which both of the following conditions have been satisfied: :
2. the PPA Generator is party to a power purchase agreement with Octopus Energy incorporating terms governing its participation in the LES Scheme; and
3. the Business Customer is party to a supply contract with Octopus Energy incorporating terms governing its participation in the LES Scheme,

and shall end on the date on which one or both of these conditions ceases to be met.

1. The PPA Generator agrees to supply Exempt Supply Volumes arising under this Exempt Supply Agreement (if any) to the relevant import meter point(s) for the Business Customer’s premises, and the Business Customer agrees to take a supply of any such Exempt Supply Volumes at such import point(s), with both parties acknowledging that relevant Exempt Supply Volumes for these purposes shall be those volumes of electricity (not exceeding 5 megawatts any time) which, having been generated by the PPA Generator’s facility and exported to the Grid, are then matched with electricity delivered via the Grid to the Business Customer’s premises. For the purposes of Schedule 2ZB of the Act, the Business Customer requests that it start being supplied by the Generator with effect from the date on which a matching of this kind first occurs.
2. The PPA Generator and Business Customer each agree that the supply of electricity by the PPA Generator to the Business Customer under this Exempt Supply Agreement is contingent on Octopus Energy facilitating the supply in accordance with arrangements separately agreed between the PPA Generator and Octopus Energy, and between the Business Customer and Octopus Energy, for the purposes of the LES Scheme.
3. The PPA Generator shall not be treated as having provided any guarantee or other assurance to the Business Customer as to the volumes of electricity that may be supplied by the PPA Generator to the Business Customer under this Exempt Supply Agreement, and neither party shall be liable to the other for anything done or not done by Octopus Energy or any other third party in connection with the arrangements contemplated by this Exempt Supply Agreement and/or the LES Scheme.
4. The price applicable from time to time to any Exempt Supply Volumes arising under this Exempt Supply Agreement (as payable by the Business Customer) shall be the same as the price that would be applicable at the same time for supplies of electricity made by Octopus Energy to the Business Customer (as determined according to the terms of the relevant supply contract with the Business Customer). For the avoidance of doubt, such price shall include (whether or not specifically itemised as such) an amount in respect of Levy Costs that would be incurred in respect of amounts of electricity supplied by Octopus Energy itself and shall not, as a matter of this Exempt Supply Agreement, be subject to any reduction or rebate to account for the Exempt Supply Volumes being supplied by the PPA Generator as a Licence exempt supplier.
5. Invoicing and payment terms for amounts payable by the Business Customer under this Exempt Supply Agreement in respect of Exempt Supply Volumes shall be equivalent to those which apply under the Business Customer’s supply contract with Octopus Energy in respect of electricity supplied by Octopus Energy under that contract, with the intent that relevant terms in that supply contract be treated as having been incorporated into this Exempt Supply Agreement, but with such limited modifications are as necessary to reflect the context of this Exempt Supply Agreement.
6. The parties acknowledge and agree that for the purposes of this Exempt Supply Agreement Octopus Energy shall act as billing agent on behalf of the PPA Generator in accordance with arrangements separately agreed between Octopus Energy and the PPA Generator for these purposes.
7. The PPA Generator acknowledges and agrees that payment by the Business Customer to Octopus Energy of amounts billed by Octopus Energy (on behalf of the PPA Generator) for Exempt Supply Volumes arising under this Exempt Supply Agreement shall constitute a good discharge of the Business Customer’s payment obligations in respect of such amounts.
8. The PPA Generator and the Business Customer agree to vary the terms of this Exempt Supply Agreement in whatever manner may be determined by Octopus Energy from time to time. Otherwise, no variation of this Exempt Supply Agreement shall be binding unless agreed by the PPA Generator and the Business Customer and approved by Octopus Energy.
9. The PPA Generator and the Business Customer each agree that they shall not assign or transfer any of their respective rights or obligations under this Exempt Supply Agreement without the consent of Octopus Energy, save that: (a) the PPA Generator shall be required (and permitted) to transfer all of its rights and obligations under this Exempt Supply Agreement to any person to whom its relevant power purchase agreement with Octopus Energy is transferred; and (b) the Business Customer shall be required (and permitted) to transfer this Exempt Supply Agreement to any person to whom all of its rights and obligations under its relevant supply contract with Octopus Energy is transferred.
10. Octopus Energy shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce directly any terms of this Exempt Supply Agreement which are expressly or by implication intended to confer a benefit on or otherwise be enforceable by Octopus Energy.

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Part 3

1. Modification of Agreement Clauses
   1. The clauses of this Agreement shall be treated as having been varied in the manner set out in the following paragraphs.
   2. In the “Definitions” section of this Agreement, the definition of “Agreement” shall be treated as having been varied by way of the deletion of the existing wording and the substitution in its place of the following:

“Agreement – the entire content of: (i) these Terms and Conditions; (ii) the Supply Summary; (iii) any document referred to in the Terms and Conditions or the Supply Summary; and (iv) the LES Scheme Schedule, and (unless the context otherwise requires) references in the clauses of this Agreement to expressions defined in the LES Scheme Schedule shall have the meanings given to them in the LES Scheme Schedule

1. In the “Definitions” section of this Agreement, a new definition of “LES Scheme Schedule” shall be treated as having been included as follows:

“LES Scheme Schedule” – the relevant schedule headed “Licence Exempt Supply (LES) Scheme Schedule” which you and we have agreed will apply

1. In the “Definitions” section of this Agreement, the definition of “Supply” shall be treated as having been varied by way of the deletion of the existing wording and the substitution in its place of the following:

“Supply – as the context requires, either any Energy supplied from time to time by us under this Agreement or, in the case of electricity supplied by a Participating Generator under the LES Scheme, the relevant electricity supplied by a Participating Generator”

1. Clause 1.1 of this Agreement shall be treated as having been varied by way of the deletion of the existing wording and the substitution in its place of the following:

“These Terms and Conditions, together with the Supply Summary and the LES Scheme Schedule, shall form the Agreement between you and us (Octopus Energy) and shall govern:

1. our supply of Energy to you as a business customer; and
2. in conjunction with relevant Exempt Supply Agreements (and acknowledging the role that we are to have in facilitating supplies of electricity under Exempt Supply Agreements), the supply of electricity to you by Participating Generators under the LES Scheme.”
3. Clause 4.2 of this Agreement shall be treated as having been varied by way of the deletion of the existing wording and the substitution in its place of the following:

“You agree that you will pay all of the Charges and that all Energy that passes through a Meter Point from the Supply Start Date until termination or expiry of this Agreement (as amended or renewed from time to time) shall be treated as having been supplied under this Agreement or (as the case may be, in respect of electricity supplied by a Participating Generator under the LES Scheme) under the relevant Exempt Supply Agreement”

1. A new clause 4.8 shall be treated as having been included in this Agreement, as follows:

“For the avoidance of doubt, any references in the Exempt Supply Terms to the price payable by you for Exempt Supply Volumes being the same as the price payable for electricity supplied by us under this Agreement mean that the amount payable by you for electricity supplied by Participating Generators under Exempt Supply Agreements will be calculated by reference to the Charges.”

1. Clause 5.1 of this Agreement shall be treated as having been varied by way of the deletion of the opening words of this clause (before the start of sub-clause 5.1.1) and the substitution in their place of the following:

“The supply of Energy to you under this Agreement or (as the case may be) under any Exempt Supply Agreement is conditional on:”

1. Clause 5.5.1 of this Agreement shall be treated as having been varied by way of the deletion of the existing wording and the substitution in its place of the following:

“for as long as any Meter Point is registered to us, we shall be the sole supplier for that Meter Point who holds a Licence, but (in the case of electricity) Participating Generators may also be suppliers for that Meter Point under the LES Scheme”

1. A new clause 8.12 shall be treated as having been included in this Agreement, as follows:

“We have a commercial interest in ensuring that you pay to us, in accordance with the relevant payment terms (being the same as those set out in this clause 8), amounts (as calculated by reference to the Charges) which we in our billing agent role include in invoices in respect of electricity supplied to you under Exempt Supply Agreements and, in addition to your obligations under the relevant Exempt Supply Agreements, you will accordingly owe a separate obligation directly to us to ensure that these amounts are paid to us in accordance with the relevant payment terms.”