COMMENCEMENT AND REVIEW OF ACCESS ARRANGEMENT

1.	COMMENCEMENT AND REVIEW

1.1	Commencement

Subject to the Gas Pipelines Access (South Australia) Law, this Access Arrangement will commence on the date specified by the Regulator in its approval of this Access Arrangement.

1.2	Revisions Submission Date

The Service Provider will submit revisions to this Access Arrangement to the Regulator on 1 July 2003.  

1.3	Revisions Commencement Date

The revisions to this Access Arrangement referred to in clause 1.2 are intended to commence on 1 January 2004.

PIPELINE SYSTEM AND CAPACITY MANAGEMENT POLICY

2.	PIPELINE SYSTEM

2.1	Description

The 'Pipeline System', which is operated by the Service Provider pursuant to Pipeline Licence No. 1 issued under the Petroleum Act 1980 (SA) by the Minister of Energy ('Licence'), as at the Lodgment Date:

(a)	comprises a 781 kilometre trunkline of 559mm diameter from Moomba to Adelaide;

(b)	has, at intervals of approximately 100 kilometres, 7 compressor stations each comprising 2 gas turbines, one of approximately 4000 kilowatts in size and the other approximately 5,100 kilowatts in size;

(c)	has 13 lateral pipelines, with a major lateral to Port Pirie and Whyalla south of compressor station 6 (including a compressor station comprising a single reciprocal gas fueled compressor at Whyte Yarcowie), and a major lateral to Angaston at Wasleys;

(d)	has a major loop in the trunkline, a distance of 42 kilometres from Wasleys to Torrens Island meter station; and

(e)	has a total of 24 existing Delivery Points at each of which points pressure regulation is carried out prior to the delivery of Gas.  Except for the Delivery Points at Freeling, Penfield Roses, Sheoak Log and Wasleys Metro Farms, telemetered Gas metering facilities are installed.

The Pipeline System and its various laterals, compressor stations and Delivery Points is more fully described  in Attachment A of Schedule 1 and is diagrammatically represented in Diagrams 1, 2 and 3 in Schedule 1.

2.2	Primary Capacity

Subject to specific operating parameters, the main transmission facilities of the Pipeline System, as  configured at the Lodgment Date, have Capacity to transport and deliver, in aggregate, Primary Capacity Quantities of up to 323 TJ per Day.  That aggregate amount of Capacity, which may vary over time as New Facilities are constructed pursuant to the Extensions/Expansions Policy, is the 'System Primary Capacity'.  It is the System Primary Capacity that is available for the provision of FT Service on a Day.

2.3	Pipeline System Information

(a)	A register of Capacity in relation to the Receipt Points and Delivery Points on the Pipeline System as at the Lodgment Date is set out in Attachment B of Schedule 1.  

(b)	Historical demand profiles for the Pipeline System for the 1997 and 1998 calendar years are set out in Attachment C of Schedule 1, with historical demand profiles for each Month of the 1997 and 1998 calendar years set out in Attachment D of Schedule 1. 

(c)	Information regarding average daily and peak demand for the Pipeline System, load profile for the Pipeline System, and numbers of customers as at the Lodgement Date, is set out in Attachment E of Schedule 1.

(d)	The register of Capacity, the historical demand profiles and the other information referred to above, will be regularly updated by the Service Provider and posted on the EBB.

3.	CAPACITY MANAGEMENT POLICY

The Pipeline System is a Contract Carriage Pipeline.

SERVICES POLICY, REFERENCE TARIFFS AND REFERENCE TARIFF POLICY

4.	SERVICES POLICY - SPECIFIED SERVICES

4.1	Specified Services

This clause 4 describes the Gas transportation services that are offered by the Service Provider pursuant to this Access Arrangement (and therefore embodies the Service Provider's 'Services Policy').  Those services are FT Service and IT Service.

4.2	FT Service

(a)	Application of clause

This clause  4.2 only applies where the Agreement is for FT Service.   

(b)	Provision of FT Service

On any Day during the Term, the User may require FT Service on and subject to the terms and conditions of the Agreement.

(c)	Composition of FT Service

FT Service will consist of the following:

(i)	the receipt by the Service Provider on a Day of the User's Gas at one or more Receipt Points in an amount equal to the Final Nominated Receipt Quantity for that Day;

(ii)	the transportation through the Pipeline System of a quantity of Gas equal to the sum of the Final Nominated Delivery Quantities for that Day; and

(iii)	the delivery by the Service Provider to the User on that Day at one or more Delivery Points of a quantity of Gas equal to the sum of the Final Nominated Delivery Quantities for that Day (which sum must not exceed the MDQ),

without interruption or curtailment except as is expressly permitted under the Agreement and otherwise subject to the terms and conditions of the Agreement. 

(d)	Reference Service

FT Service is a Reference Service.

4.3	IT Service

(a)	Application of Clause

This clause  4.3 only applies where the Agreement is for IT Service.  

(b)	Provision of IT Service

IT Service will only be available on a Day if all of the Capacity is not required on that Day for the provision of FT Service to Other Users with contracts for FT Service.

(c)	Composition of IT Service

IT Service will consist of the following:

(i)	the receipt by the Service Provider on a Day of the User's Gas at one or more Receipt Points in an amount equal to the Final Nominated Receipt Quantity for that Day;

(ii)	the transportation through the Pipeline System of a quantity of Gas equal to the sum of the Final Nominated Delivery Quantities for that Day; and

(iii)	the Delivery by the Service Provider to the User on that Day at one or more Delivery Points of a quantity of Gas equal to the sum of the Final Nominated Delivery Quantities for that Day,

without interruption or curtailment except as is expressly permitted under the Agreement and otherwise subject to the terms and conditions of the Agreement.

(d)	Rebatable Service

IT Service is a Rebatable Service.

4.4	Availability of Specified Services

(a)	Despite anything to the contrary contained in this Access Arrangement, a Prospective User will only be able to contract for a Specified Service prior to the expiration or termination of all of the Existing Transportation Agreements if:

(i)	New Facilities are constructed for the benefit of the Prospective User pursuant to clause 10.3 or clause 10.4; and

(ii)	those New Facilities comprise, at least, one or more new Delivery Points and an expansion of Capacity in the trunkline of the Pipeline System and in any lateral of the Pipeline System that would be utilised in providing the Specified Service.

(b)	If a Prospective User contracts with the Service Provider in the circumstances described in clause 4.4(a), the only Delivery Point(s) that it will be entitled to make nominations in respect of, and to use, on a Day, will be the Delivery Point(s) referred to in clause 4.4(a) (and/or such other Delivery Point(s) as may be the subject of a Release in favour of the Prospective User).

5.	REFERENCE TARIFF POLICY

5.1	Reference Tariff

All charges that relate to the provision of FT Service (which, at the Lodgment Date, are as set out in Schedule 4), together with any applicable Capital Contribution calculated pursuant to clause 10 and any contribution to Imposts under clause 30.4, comprise the 'Reference Tariff' for FT Service.

5.2	Reference Tariff Policy

(a)	The following principles were used by the Service Provider to determine the Reference Tariff ('Reference Tariff Policy'):

(i)	The Service Provider calculated the Total Revenue Requirement for each year of the Access Arrangement Period, based upon forecast costs.  The Total Revenue Requirement is anticipated to be recovered from persons with contracts for FT Service over the Access Arrangement Period.

(ii)	The Service Provider calculated the Total Revenue Requirement using the ‘cost of service’ methodology described in section 8.4 of the Code, ie:

(A)	a return on the Capital Base;

(B)	depreciation of the Capital Base; and 

(C)	the operating, maintenance and other non-capital costs incurred in providing FT Service.

(iii)	The Service Provider determined a gross initial Capital Base utilising an optimised replacement cost calculation and by taking into account the other factors described in section 8.10 of the Code.

(iv)	Accrued depreciation was calculated based upon the estimated remaining asset life consistent with sections 8.32 and 8.33 of the Code.  Accrued depreciation reduced the optimised replacement cost to establish the starting point for the net initial Capital Base.  The Service Provider has no Redundant Capital.

(v)	Consistent with section 8.16 of the Code, the initial Capital Base was increased by forecasted capital expenditures required to implement the proposed Reference Service and maintain the safety, integrity and reliability of currently contracted Capacity in the Pipeline System.

(vi)	The Capital Base is to be adjusted annually by the Capital Cost Revaluation which will be equal to the CPI and will be a Fixed Principle.

(vii)	There are no forecasted capital expenditures associated with New Facilities Investment required to serve new customers.  Any New Facilities Investment, required to provide FT Service will be undertaken consistently with the Extensions/Expansions Policy set out in clause 10 of this Access Arrangement.  The Service Provider has no Speculative Investment Fund.

(viii)	The rate of return employed by the Service Provider, consistent with sections 8.30 and 8.31 of the Code, was the Service Provider’s weighted average cost of capital.

(ix)	The Total Revenue Requirement will be recovered from individual persons with contracts for FT Service on the basis of their respective Primary Capacity Quantities.  The Capacity Charge Rate has been developed to reflect those parts of the Pipeline System that are committed to the delivery of the particular Primary Capacity Quantities of the User.  This results in a surcharge being payable (in addition to the Capacity Charge Rate) by the User where the Whyalla Lateral is to be used to deliver Primary Capacity Quantities to one or more Delivery Points in the Iron Triangle Zone (excluding Port Pirie) ('Whyalla Lateral Surcharge'). There is no surcharge for the delivery of Secondary Capacity Quantities in the Iron Triangle Zone.  The FT Commodity Charge Rate is uniform across the entire Pipeline System.

(x)	However, as access to the entire existing Capacity of the Pipeline System is fully contracted under Existing Transportation Agreements throughout the initial Access Arrangement Period, the Total Revenue Requirement, for the purposes of the initial Access Arrangement Period only, was reduced to the level of revenue that will be recovered under the Existing Transportation Agreements.  A Reference Tariff price path was then developed such that the Total Revenue Requirement would be recovered from the provision of FT Service if:

(A)	all of the System Primary Capacity (of 323TJ/Day) was fully contracted; and

(B)	annual throughput was to equal current forecasts during the initial Access Arrangement Period.

(xi)	During the initial Access Arrangement Period, this Total Revenue Requirement will be recovered from the customers under the Existing Transportation Agreements.  The Capacity Charge Rate, the Whyalla Lateral Surcharge and the FT Commodity Charge Rate have been developed consistent with clause 5.2(a)(ix) above, at a level that reflects current cost recovery.

(xii)	The initial Reference Tariffs (including the Whyalla Lateral Surcharge) are set out in Schedule 4.  The Total Revenue Requirement and the resulting Reference Tariffs will escalate annually with inflation pursuant to clause 30.2 of this Access Arrangement consistent with the provisions of the Existing Transportation Agreements.

(b)	The numerical calculations used to support the Reference Tariff are set out in the Access Arrangement Information.

5.3	Incentive and Risk Sharing Mechanism

(a)	As noted in clause 4.3(d), IT Service is a Rebatable Service.

(b)	The rebate mechanism is an Incentive Mechanism (as contemplated by section 8.45(c) of the Code) and will operate as follows:

(i)	as soon as practicable after the end of each year of the Access Arrangement Period, the Service Provider will determine:

(A)	the aggregate amount of revenue it received during that year from providing FT Service (excluding all Capital Contributions) ('FT Revenue'); and 

(B)	the aggregate amount of revenue it received during that year from providing IT Service (excluding all Capital Contributions) ('IT Revenue');

(ii)	if the sum of the FT Revenue and the IT Revenue for a year exceeds the Total Revenue Requirement for that year plus $5 million, then that amount of the excess up to a maximum amount equal to the IT Revenue less $1 million will be credited to a deferred account ('Deferred Account') by the Service Provider;

(iii)	if the sum of the FT Revenue and the IT Revenue for a year is less than the Total Revenue Requirement by an amount of $5 million or more, then the amount of the deficiency that exceeds $5 million will be debited to the Deferred Account by the Service Provider; and

(iv)	at the end of the Access Arrangement Period:

(A)	if the Deferred Account is in credit, an amount equal to the balance will be rebated to persons having contracts for FT Service during the next Access Arrangement Period by way of a reduction in the Reference Tariff; or

(B)	if the Deferred Account is in debit, the Service Provider will recover that deficiency from persons having contracts for FT Service during the next Access Arrangement Period by way of an increase in the Reference Tariff.

REQUESTS FOR SERVICE, QUEUING POLICY AND 
EXTENSIONS/EXPANSIONS POLICY

6.	FT SERVICE - REQUESTS FOR SERVICE AND EVALUATION

6.1	Application of Clause

This clause 6 only applies to Requests for Service for FT Service.

6.2	Lodgment of Request for Service

A duly completed Request for Service must be lodged with the Service Provider:

(a)	by a Prospective User seeking FT Service; and

(b)	by the User where it seeks to 'Vary Service'.  (The User seeking to Vary Service means the User seeking to:

(i)	increase its MDQ; or

(ii)	transfer all or part of its MDQ to a new Delivery Point, or to an existing Delivery Point at which the Maximum Capacity is equal to the sum of the Primary Capacity Quantities.

If a Request to increase MDQ is accepted by the Service Provider, the existing Agreement will not be amended but a new contract will be created for the amount of additional Capacity sought to be reserved.  If a request to transfer all or part of the MDQ is accepted by the Service Provider then, subject to compliance with clause 10, the existing Agreement will be amended by reducing the MDQ and a new contract will be entered into for the amount of the transferred MDQ.)

6.3	Required Information and Payment

(a)	A Request for Service:

(i)	must be in the form set out in Schedule  5; 

(ii)	must be accompanied by the information and documentation referred to in clause 9.2; 

(iii)	must be accompanied by evidence that:

(A)	the Prospective User has entered into a Gas transportation contract with a downstream entity; or 

(B)	facilities exist to take direct delivery of the Gas to be transported by the Service Provider;

(iv)	must be lodged with the Service Provider on the EBB, 

and the Prospective User must pay a non-refundable Application Fee to the Service Provider on the Day that the Request for Service is lodged.

(b)	Despite anything to the contrary contained in this Access Arrangement, a Prospective User will not be entitled to lodge, and the Service Provider will not accept, a Request for Service in which the requested Commencement Date is either less than 18 Months or more than 29 Months from the date of receipt by the Service Provider of the Request for Service.

6.4	Incomplete or Deficient Request

If:

(a)	a Request for Service is incomplete or deficient;

(b)	a Request for Service is not accompanied by the information or payment referred to in clause 6.3; or

(c)	the Prospective User does not meet the Creditworthiness Criteria,

then, subject to clause 9.5, the Request for Service will be rejected and the Prospective User will be advised accordingly on the EBB within 10 Days.  

6.5	Complete Request

If a Request for Service is complete ('FT Request'), the Service Provider will, within 10 Days,  acknowledge receipt of that FT Request on the EBB together with confirmation of the date and time of receipt.

6.6	Log

(a)	Each FT Request will be recorded in a log maintained by the Service Provider on the EBB, with requests received on the same Day being logged concurrently.

(b)	For the purposes of the log, each Prospective User will be allocated an identification number but the link between an identification number and the Prospective User will be confidential to the Prospective User and the Service Provider. 

6.7	Notification by Service Provider

(a)	Due to the nature of the Extensions/Expansions Policy, the Service Provider will not be able to determine whether sufficient Spare Capacity will be available to satisfy an FT Request until 1 July immediately following the date of receipt by it of the FT Request.

(b)	However, the Service Provider will, within 30 Days after receipt of an FT Request:

(i)	notify the Prospective User that it will not be able to determine whether sufficient Spare Capacity will be available to satisfy its FT Request until the relevant 1 July referred to in clause 6.7(a); and

(ii)	place the Prospective User in a queue in accordance with clause 10.2, 

and the provisions of clause 10 will then apply.

7.	IT SERVICE - REQUESTS FOR SERVICE AND EVALUATION

7.1	Application of Clause

This clause 7 only applies to Requests for Service for IT Service.

7.2	Lodgment and Required Information

A Request for Service:

(a)	must be in the form set out in Schedule  5;

(b)	must be accompanied by the information and documentation referred to in clause 9.2; and

(c)	must be lodged with the Service Provider on the EBB,

and the Prospective User must pay a non‑refundable Application Fee to the Service Provider on the Day that the Request for Service is lodged.

7.3	Incomplete or Deficient Request

If:

(a)	a Request for Service is incomplete or deficient;

(b)	a Request for Service is not accompanied by the information referred to in clause 7.2; or

(c)	the Prospective User does not meet the Creditworthiness Criteria,

then, subject to clause 9.5, the Request for Service will be rejected and the Prospective User will be advised on the EBB accordingly within 10 Days.  

7.4	Complete Request

(a)	Where a complete Request for Service ('IT Request') is received and New Facilities are not required to satisfy that IT Request:

(i)	the Service Provider will acknowledge receipt of the request on the EBB within 10 Days;

(ii)	there will be no queue for the provision of that service; and

(iii)	clause 8 will apply.

(b)	Where an IT Request is received and New Facilities are required to satisfy that IT Request:

(i)	the Service Provider will acknowledge receipt of the request on the EBB within 10 Days; and

(ii)	clause 10.3 will apply.

7.5	Log

Each  IT Request will be:

(a)	recorded in a log maintained by the Service Provider; and 

(b)	for the purposes of the log, each Prospective User will be allocated an identification number but the link between an identification number and the Prospective User will be confidential to the Prospective User and the Service Provider.

8.	CONTRACTING FOR IT SERVICE WHERE NEW FACILITIES ARE NOT REQUIRED

8.1	Obligations of Service Provider

On the same Day that the Service Provider acknowledges receipt of an IT Request under clause 7.4(a), the Service Provider will:

(a)	complete the Schedule of an IT Service Contract in accordance with the details contained in the Request for Service; and

(b)	forward the completed IT Service Contract for execution by the Prospective User.

8.2	Lapse of Request for Service

Unless:

(a)	the Service Provider receives the IT Service Contract, duly executed by the Prospective User, within 10 Days after the Day referred to in clause 8.1; or

(b)	an Access Dispute arises,

the Request for Service will lapse and be deemed not to have been received by the Service Provider.

8.3	Execution by Service Provider

A duly executed IT Service Contract will take effect in accordance with its terms on the date that it is executed by the Service Provider (which will be as soon as practicable after it has been received by the Service Provider and, in any event, within 7 Days).

9.	CREDITWORTHINESS REQUIREMENTS

9.1	Application of Criteria 

The Service Provider will not be required to commence the Specified Service for a Prospective User or to continue to provide the Specified Service to the User if the Prospective User/User fails to meet the creditworthiness criteria set out in this clause 9 in a manner acceptable to the Service Provider ('Creditworthiness Criteria').  

9.2	Provision of Information

(a)	At any time upon request by the Service Provider, the User/Prospective User must properly complete and sign a 'Request for Credit and Financial Information' (currently in the form contained in  Schedule  5) which will include the User's/Prospective User's:

(i)	legal structure;

(ii)	names and contact details of officers; 

(iii)	names and contact details of previous suppliers, trade references and bank references; 

(iv)	most recent financial statements; 

(v)	such other information considered relevant by the Service Provider; and

(vi)	such authorisations as the Service Provider may require to carry out credit reference enquiries.

(b)	Within 120 Days after the close of each financial year, the User/Prospective User must provide to the Service Provider copies of:

(i)	its annual audited financial statements for that financial year; or 

(ii)	if the User/Prospective User does not produce audited financial statements, then its unaudited financial statements for that financial year with an attestation from its chief financial officer that the information in the unaudited statements is true, correct and a fair representation of the User's/Prospective User's financial condition.

9.3	Credit Checks and Evaluations

Upon receiving information under clause 9.2, the Service Provider will carry out credit reference enquiries in relation to the User/Prospective User and will, by applying  non‑discriminatory evaluative practices to analyse overall financial condition, working capital and profitability trends, determine whether or not the User/Prospective User:

(a)	meets the criteria described in clause 9.4; and

(b)	is an acceptable credit risk.

9.4	Creditworthiness Criteria

Creditworthiness will be demonstrated if the User/Prospective User meets the following criteria:

(a)	it is not operating under receivership or insolvency and is not subject to  debt reduction procedures such as an assignment for the benefit of creditors, or any informal creditors' committee agreement;

(b)	it is not subject to actual or pending claims of litigation, arbitration or mediation, or regulatory proceedings before a Governmental Authority, that could cause a substantial deterioration in its financial condition, or an adverse outcome which could cause a condition of insolvency, or seriously affect its ability to exist as an ongoing business entity;

(c)	no significant debt recovery proceedings or judgments are outstanding, and no market conditions exist or are likely to exist, which would seriously reflect upon its ability to remain solvent;

(d)	the results of the credit reference enquiries undertaken by the Service Provider show that the User's/Prospective User's obligations to its creditors are being paid on a  prompt basis, in accordance with the creditors' relevant payment terms; and 

(e)	the User/Prospective User has sufficient net assets, and sufficient cash flow remaining after meeting any financial commitments (whether secured or not), to warrant the extension of unsecured credit.  

9.5	Service Provider's Discretion

If the User/Prospective User fails to meet the Creditworthiness Criteria then, despite clauses 6.4, 7.3 and 9.1, the Service Provider may continue to provide the Specified Service or (as the case may be) accept the Request for Service if any of the following forms of financial security are provided:

(a)	payment in advance of the Capacity Charge for 3 Months' service; 

(b)	the provision of a standby irrevocable letter of credit drawn upon, or an unconditional guarantee, given by a bank  with an 'AA' (or equivalent) rating, in each case for 3 Months Capacity Charge;

(c)	the provision of an unconditional financial guarantee by another entity which satisfies the Creditworthiness Criteria; or

(d)	the provision of such other security as is acceptable to the Service Provider. 

10.	QUEUING POLICY AND EXTENSIONS/EXPANSIONS POLICY 

10.1	Outline of Clause

This clause 10 sets out:

(a)	the principles for establishing and maintaining a queue of Prospective Users for FT Service; 

(b)	the mechanism for satisfying (or offering to satisfy) a particular FT Request or a particular IT Request by the construction of New Facilities; and

(c)	the mechanisms for satisfying (or offering to satisfy) all existing FT Requests:

(i)	if sufficient Spare Capacity becomes available at 1 July in a relevant year; or 

(ii)	by the  construction of New Facilities, 

and therefore embodies  the Service Provider's 'Queuing Policy' and   'Extensions/Expansions Policy' .

10.2	Enrolment in a Queue – FT Service

(a)	Where a Prospective User lodges an FT Request:

(i)	a queue will be established if there are no other Prospective Users with FT Requests at that time; or

(ii)	if a queue already exists, the Prospective User will be placed in the queue with the other queued Prospective Users.

(b)	At the time a queue is formed, or when a new Prospective User joins a queue, the Service Provider will post a notification on the EBB of:

(i)	the existence of the queue;

(ii)	the aggregate amount of Capacity sought by Prospective Users in the queue;

(iii)	the Service Provider's estimate of when Spare Capacity may become available through either one or more persons surrendering to the Service Provider contractual rights to access Capacity or the expiration of contracts for FT Service; and

(iv)	a non‑binding, indication of the Capital Contribution that would be likely to be payable by the Prospective User if the Service Provider were to construct New Facilities to satisfy the FT Requests of all queued Prospective Users (taking into account any relevant Spare Capacity referred to in clause 10.2(b)(iii)).

In each such notification, the Service Provider will also set out a reminder of the process and timing contained in clause 10.4 for meeting the FT Requests of all queued Prospective Users. 

(c)	If a Prospective User accepts an offer made by the Service Provider under clause 10.3 in relation to the satisfaction of the Prospective User's FT Request, the Prospective User will be removed from the queue.

(d)	The Service Provider may, no more frequently than once every 6 Months, seek confirmation on the EBB from a Prospective User in the queue that it wishes to remain in the queue and continue with its FT Request.  If such a Prospective User fails to provide confirmation on the EBB within 14 Days of the date of that request for confirmation, its FT Request will lapse and be deemed not to have been submitted, and the Prospective User will be removed from the queue.

10.3	Construction of New Facilities for a Single FT User or IT User

(a)	As soon as practicable after the Service Provider has:

(i)	notified the Prospective User pursuant to clause 6.7 that it will be placing the Prospective User in a queue with its FT Request; or, as the case may be

(ii)	notified a Prospective User pursuant to clause 7.4(b) that New Facilities are required in order to satisfy its IT Request,

the Service Provider will:

(iii)	undertake a study to determine the estimated cost of constructing the New Facilities to satisfy the FT Request or (as the case may be) the IT Request;

(iv)	calculate the estimated Capital Contribution ('Estimated Capital Contribution') required in order for the Service Provider to construct the New Facilities;

(v)	give notice on the EBB to the Prospective User of:

(A)	the nature of the proposed New Facilities to be constructed; 

(B)	the proposed timetable for constructing and commissioning those New Facilities; and

(C)	the Estimated Capital Contribution; and 

(vi)	make an offer on the EBB to the Prospective User to satisfy its FT Request or (as the case may be) IT Request on the basis that:

(A)	the Prospective User will pay the whole of the Estimated Capital Contribution to the Service Provider prior to the date of commencement of construction of the New Facilities; 

(B)	if the actual Capital Contribution (which will only be able to be determined by the Service Provider after the New Facilities have been constructed and commissioned) ('Actual Capital Contribution') as approved by the Regulator under clause 10.3(f) is greater than the Estimated Capital Contribution, the Prospective User will pay the balance to the Service Provider within 14 Days after the date of approval;

(C)	if the Estimated Capital Contribution is greater than the Actual Capital Contribution, the Service Provider will refund the excess to the Prospective User; and

(D)	the Prospective User will pay all other charges payable for FT Service or (as the case may be) IT Service.

(b)	Within 14 Days of the date of the offer referred to in clause 10.3(a)(vi), the Prospective User may notify the Service Provider on the EBB of its acceptance or rejection of that offer.

(c)	If:

(i)	the Prospective User rejects the offer; or

(ii)	the Service Provider does not receive any notification on the EBB from the Prospective User within the 14 Day period referred to in clause 10.3(b),

then, unless there is an Access Dispute:

(iii)	where the Prospective User has an FT Request, the Prospective User will remain in the queue with that FT Request; and

(iv)	where the Prospective User has an IT Request, that IT Request will lapse and be deemed not to have been submitted to the Service Provider.

(d)	If the Prospective User accepts the offer:

(i)	the Service Provider will complete the Schedule of the Applicable Contract and forward the Applicable Contract to the Prospective User for execution; and

(ii)	the Prospective User must execute the Applicable Contract and deliver it to the Service Provider within 10 Days of the date of receiving that Applicable Contract from the Service Provider.

(e)	An Applicable Contract that has been duly executed by the Prospective User will take effect in accordance with its terms on the Day it is executed by the Service Provider (which will be as soon as practicable after it has been received by the Service Provider from the Prospective User).

(f)	Not later than 90 Days after the Service Provider has completed the construction and commissioning of the New Facilities and has therefore determined the actual total costs of the New Facilities, it will: 

(i)	calculate the Actual Capital Contribution; and

(ii)	submit its calculation of the Actual Capital Contribution to the Regulator for approval as if it were a revision of the Access Arrangement submitted pursuant to section 2.28 of the Code.

(g)	For the purposes of this clause 10.3, the 'Capital Contribution' is to be calculated in accordance with clause 10.4(l)(ii).  (For the avoidance of doubt, in the case of a Prospective User with an IT Request, 'R' will be equal to zero when making the calculation.)

(h)	For the purposes of clause 10.3(a):

(i)	the Service Provider will not; and

(ii)	the Prospective User will not have any right to require the Service Provider to,

take into account any Spare Capacity that may exist at any point in time.

(i)	Despite anything to the contrary contained in this Access Agreement, where:

(i)	a Prospective User with an IT Request has accepted an offer made pursuant to clause 10.3(a); and 

(ii)	the New Facilities comprise (in whole or in part) a Delivery Point or a Receipt Point,

that Delivery Point or Receipt Point ('Excluded Point') will not, and will not be entitled to, be taken into account by any Other User for the purposes of the definitions of 'Primary Capacity Quantity', 'Primary Delivery Point', 'Receipt Point', 'Remaining Capacity' or 'Secondary Capacity Quantity',  set out in clause 43.1 or any clause of this Access Arrangement which refers to any of those expressions, unless and until:

(iii)	the contract for IT Service expires or is terminated; 

(iv)	where the Excluded Point is a Delivery Point, the Prospective User enters into a contract for FT Service in which the Excluded Point is specified as a Primary Delivery Point; or 

(v)	the Prospective User Releases under clause 26.3 to an Other User, its right to access the whole or a part of the Maximum Capacity of the Excluded Point (provided that, upon the expiration of the term of the Release, the Excluded Point will again not be taken into account for the purposes of the specified definitions and clauses, unless and until there is a further application of paragraph (iii), (iv) or (v) of this clause 10.3(i)).

10.4	Annual Clearance of the Queue – FT Service

(a)	This clause 10.4 is subject in all respects to the provisions of clause 10.5.

(b)	If at 1 July in a year:

(i)	there is a queue of one or more Prospective Users with FT Requests; and

(ii)	there will be sufficient Spare Capacity to meet all of those FT Requests at the relevant Commencement Dates without having to construct New Facilities, 

then in respect of each FT Request, the Service Provider will:

(iii)	notify the Prospective User on the EBB;

(iv)	complete the Schedule of an FT Service Contract in accordance with the details contained in the FT Request; and

(v)	forward the completed FT Service Contract for execution by the Prospective User.

(c)	Unless:

(i)	the Service Provider receives the Applicable Contract, duly executed by the Prospective User, within 10 Days after the date on which the completed FT Service Contract was despatched by the Service Provider; or

(ii)	there is an Access Dispute,

the Prospective User will be deemed not to require FT Service and will remain in the queue with its FT Request.

(d)	A duly executed FT Service Contract will take effect in accordance with its terms on the date that it is executed by the Service Provider (which will be as soon as practicable after it has been received by the Service Provider and, in any event, within 7 Days).

(e)	If, at 1 July in a year, there is a queue of Prospective Users with FT Requests and  those FT Requests can only be satisfied by the construction of New Facilities, the Service Provider will, by 1 September in that year:

(i)	carry out  a preliminary study to determine:

(A)	the indicative total cost of  constructing the New Facilities; and

(B)	an indicative range for the Capital Contribution that would be payable by the Prospective Users based on some or all of them contracting for FT Service utilising  the New Facilities ('Range'); and

(ii)	give notice on the EBB  to each of the Prospective Users of:

(A)	the nature of the proposed New Facilities;

(B)	an indicative timetable for constructing and commissioning the proposed New Facilities; and

(C)	the Range.

Any Spare Capacity that will arise at a relevant time will be taken into account by the Service Provider for the benefit of the queued Prospective Users when determining the nature of the New Facilities and the Range.

(f)	Within 14 Days of the  information referred to in clause 10.4(e)(ii) being posted on the EBB, each of the Prospective Users may notify the Service Provider on the EBB of the amount that it would be prepared to pay as a Capital Contribution in order to have its FT Request satisfied ('Notified Capital Contribution').

(g)	By 1 November in that year the Service Provider will:

(i)	carry out  a more detailed study to determine:

(A)	the  estimated total cost of  constructing New Facilities in order to meet the FT Requests of each Prospective User that has given a Notified Capital Contribution ('Notifying User'); and

(B)	the estimated Capital Contribution required in order for the Service Provider to construct those New Facilities ('Estimated Capital Contribution'); and

(ii)	give notice on the EBB  to each of the Notifying Users of:

(A)	the nature of the New Facilities to be constructed;

(B)	the proposed timetable for constructing and commissioning those New Facilities;

(C)	the Estimated Capital Contribution; and

(D)	whether clause 10.4(h) or clause 10.4(k) applies to the Notifying User.

(h)	Each Notifying User with a Notified Capital Contribution that is equal to or greater than the  Estimated Capital Contribution ('Proceeding User'):

(i)	will be deemed to have accepted an offer to have its FT Request satisfied  on the basis that, subject to clause 10.4(i):

(A)	the Proceeding User will pay the whole of its Notified Capital Contribution to the Service Provider prior to the date of commencement of construction of the New Facilities;

(B)	if the Actual Capital Contribution as approved by the Regulator under clause 10.4(j) is greater than the Proceeding User's Notified Capital Contribution, the Proceeding User will pay the balance to the Service provider within 14 Days after the date of approval;

(C)	if the Notified Capital Contribution is greater than the Actual Capital Contribution, the Service Provider will refund the excess to the Proceeding User; and

(D)	the Proceeding User will pay all other charges payable for FT Service; and

(ii)	must execute an FT Service Contract embodying the  requirements of clause 10.4(h)(i) and deliver it to the Service Provider within 10 Days of the date of receiving that FT Service Contract from the Service Provider.  (A duly executed FT Service Contract will take effect in accordance with its terms on the Day it is executed by the Service Provider (which will be as soon as practicable after it has been received by the Service Provider from the Proceeding User).)

(i)	In lieu of the payment of a lump sum pursuant to clause 10.4(h)(i) the Service Provider may, at its discretion, agree to allow a Proceeding User to pay its Notified Capital Contribution or Actual Capital Contribution in equal instalments over the initial Term of its FT Service Contract provided that the Proceeding User pays interest on its Notified Capital Contribution or Actual Capital Contribution at the Service Provider's equity rate of return as approved by the Regulator (being the rate set out in Item 1 of Schedule 10).

(j)	Not later than 90 Days after the Service Provider has completed the construction and commissioning of the New Facilities and has therefore determined the actual total costs of the New Facilities, it will:

(i)	calculate the actual Capital Contribution payable by each of the Proceeding Users ('Actual Capital Contribution'); and

(ii)	submit its calculation of the Actual Capital Contribution to the Regulator for approval as if it were a revision of the Access Arrangement submitted pursuant to section 2.28 of the Code.

(k)	Each Notifying User that has given a Notified Capital Contribution pursuant to clause 10.4(f) that is less than the  Estimated Capital Contribution, and each Prospective User that has not given any Notified Capital Contribution pursuant to clause 10.4(f), will be deemed not to wish to have its FT Request satisfied, and will remain in the queue with its FT Request.

(l)	In this clause 10.4, 'Capital Contribution':

(i)	means the total  amount that would have to be paid by a Prospective User, or each of the Prospective Users (as the case may be), in addition to the  Reference Tariff charges, in order for the Service Provider to  obtain a return on, and the return of, all of the incremental capital costs of constructing and commissioning New Facilities in order to meet the FT Requests of the Prospective User(s) pursuant to this clause 10.4; and 

(ii)	will be calculated in accordance with the following formula:

CC = (A - I) + 2%A

where:

A = the actual capital cost of the New Facilities (in dollars);

I = (R/W) x (1-D/W) = 	the capital investment that would be 
justified at the then current Reference Tariff (in dollars);

R = the annual Capacity Charge revenue (if any) that would be generated under the contracts with the Prospective User(s) at the then current Reference Tariff (in dollars);

W = the  weighted average cost of capital of the Service Provider approved by the Regulator (expressed as a percentage and set out in Item 2 of Schedule 10); and

D = the actual straight line depreciation rate associated with the New Facilities (expressed as a percentage); and

(iii)	for the avoidance of doubt, must be greater than zero.

(m)	Where New Facilities are constructed to satisfy the FT Requests of more than one Proceeding User, the actual capital cost of the New Facilities (ie 'A' in the Capital Contribution calculation formula) will, for the purposes of the Capital Contribution calculation, be allocated between the Proceeding Users as follows:

(i)	that part of the costs attributable to the expansion of the Capacity of the Pipeline System will be apportioned between all of the Proceeding Users  pro-rata in the same proportion that each of their respective requested increments of Capacity bears to the total expansion of Capacity; and

(ii)	that part of the costs attributable to the extension of the geographic range of the Pipeline System will be apportioned between those of the Proceeding Users that will be served by the extension pro-rata in the same proportion that each of their requested MDQs bears to the total of their requested MDQs.

(n)	That portion of the Actual Capital Contribution that is represented by A - I (as those symbols are defined in clause 10.4(l)(ii)) will, for the purposes of the Code, be credited by the Service Provider to its provision for accumulated depreciation.

10.5	Limitations on Funding by Service Provider

(a)	Clause 10.4: 

(i)	will only apply in respect of New Facilities that would involve an extension of the geographic range of the Pipeline System by less than 5 kilometres from any part of the Pipeline System; and, in any event  

(ii)	will only apply in a year where either:

(A)	the Service Provider's estimate under clause 10.4(g)(i)(A) of the total cost of constructing and commissioning the New Facilities less the sum of all Capital Contributions that relate to that year that are to be paid in lump sums under clause 10.4(h)(i) rather than in instalments under clause 10.4(i), is less than $75 million; or

(B)	the Service Provider's estimate under clause 10.4(g)(i)(A) of the total cost of constructing and commissioning the New Facilities less the sum of all Capital Contributions that relate to that year that are to be paid in lump sums under clause 10.4(h)(i) rather than in instalments under clause 10.4(i), is less than $100 million and the Service Provider did not construct any New Facilities pursuant to clause 10.4 in the immediately preceding year,

and it is therefore only those extensions/expansions that will form part of the Pipeline System for the purposes of the Code.

(b)	All other extensions/expansions will not form part of the Pipeline System for the purposes of the Code (unless included in a future review of this Access Arrangement), and the terms and conditions of gaining access to any such extensions/expansions will be determined on a case by case basis.

(c)	Where New Facilities would involve an extension of the Pipeline System larger than that referred to in clause 10.5(a)(i), or where the total cost of constructing and commissioning New Facilities in a year would exceed the relevant amount specified in clause 10.5(a)(ii), all Prospective Users (including Notifying Users) will remain in the queue with their respective FT Requests.

TERMS AND CONDITIONS FOR PROVISION OF SPECIFIED SERVICES (INCLUDING TRADING POLICY)

11.	COMMENCEMENT, TERM AND EXTENSION

11.1	Commencement and Termination of Specified Service

(a)	Subject to clause 11.1(b), provision of the Specified Service by the Service Provider:

(i)	will commence on the Commencement Date; and

(ii)	subject to clauses 11.3 and 36, will cease on the Termination Date.

(b)	Despite anything to the contrary contained in this Access Arrangement, the Commencement Date must be the first Day of a Month and:

(i)	where New Facilities are to be constructed pursuant to clause 10.3 in order to provide the Specified Service, the Month in which the Commencement Date occurs will be the Month agreed by the Service Provider and the Prospective User or, failing agreement, the Month specified by the Service Provider; or

(ii)	where New Facilities are to be constructed pursuant to clause 10.4 in order to provide the Specified Service, the Month in which the Commencement Date occurs will be:

(A)	that Month which is no earlier than 18 Months (being a January), and no later than 29 Months (being a December) ('29th Month') after the relevant 1 July referred to in clause 10.4(e), that is chosen by the Prospective User; or

(B)	the 29th Month, if the Prospective User does not make a choice permitted by clause 11.1(b)(ii)(A).

(c)	In the case of an Agreement for FT Service, the Termination Date must be the 31st Day of a December.

11.2	Term

(a)	The Term of an Agreement for FT Service must be at least 7 years.

(b)	The Term of an Agreement for IT Service, must be at least 1 year.

11.3	Extension of Term

(a)	Where the Agreement is for FT Service, the User may extend the Term by minimum periods of 5 years at a time:

(i)	by giving written notice to the Service Provider not less than 2 years prior to:

(A)	the Termination Date or; as the case may be

(B)	such later date until which the Agreement may have last been extended under this clause 11.3(a); but only

(ii)	if the User is not in default under the Agreement at the date of the notice and at the relevant date referred to in clause 11.3(a)(i),

in which event the Termination Date in the FT Service Contract will be deemed to have been amended accordingly.

(b)	Where the Agreement is for IT Service, the Term will automatically extend on a year by year basis from the relevant anniversary of the Commencement Date unless:

(i)	the User has given written notice of termination to the Service Provider under clause 36.5; 

(ii)	the User is in default under the Agreement at the relevant anniversary of the Commencement Date; or

(iii)	the User has not, on at least one occasion during the year, made a nomination under clause 18.5.

12.	PRINCIPAL RECEIPT AND DELIVERY OBLIGATIONS OF USER

12.1	Receipt Point Quantity Obligations

Subject to clauses 19, 24, 25 and 34, on a Day for which there is a Final Nominated Receipt Quantity, the User must supply the amount of that Final Nominated Receipt Quantity at one or more Receipt Points.

12.2	Delivery Point Quantity Obligations

Subject to clauses 19, 24, 25 and 34, on a Day for which there are Final Nominated Delivery Quantities, the User must take delivery of those Final Nominated Delivery Quantities at the nominated Delivery Points.

12.3	Hourly Limits

(a)	Despite anything to the contrary contained in the Agreement, the User must not, on a Day, exceed an MHQ.

(b)	If the User supplies or takes delivery of a quantity of Gas in excess of an MHQ, a charge will be payable by the User equal to the Excess  Imbalance Charge Rate multiplied by the number of GJ's of that excess quantity.

12.4	Receipt Point Pressure and Temperature

The User must, at  each Receipt Point within 50 kilometres of Moomba, supply Gas at a temperature of not greater than 60oC, and to the extent that the operating conditions of the Pipeline System allow:

(a)	supply Gas at a gauge pressure as uniform as practicable;

(b)	supply Gas at a gauge pressure as close as possible to 6,800 kPa but, under no circumstances, at a gauge pressure in excess of the MAOP; and

(c)	ensure the gauge pressure does not fall below 6,200 kPa without the Service Provider's prior approval (which approval may be given or withheld at the discretion of the Service Provider).

12.5	Odorisation

(a)	Gas in the Pipeline System will not be odorised by the Service Provider.

(b)	The User must ensure that all Gas of which it takes delivery is odorised at the Delivery Point  in accordance with the regulations under the Petroleum Act 1940 (SA) (unless the User has obtained and continues to maintain an exemption under those regulations and has provided a copy to the Service Provider).

13.	PRINCIPAL RECEIPT AND DELIVERY OBLIGATIONS OF SERVICE PROVIDER

13.1	Receipt Point Quantity Obligations

Subject to clauses 15.3, 19, 24, 25 and 34, on a Day for which there is a Final Nominated Receipt Quantity, the Service Provider will accept from the User at one or more Receipt Points a quantity of Gas equal to that Final Nominated Receipt Quantity.

13.2	Delivery Point Quantity Obligations

Subject to  clauses 15.3, 19, 24, 25 and 34, on a Day for which there are Final Nominated Delivery Quantities, the Service Provider will deliver those Final Nominated Delivery Quantities to the User at the relevant Delivery Points (provided that the User has supplied the Final Nominated Receipt Quantity for that Day).

13.3	Delivery Point Pressure and Temperature

If the User meets its obligations under clause 12, and if all Other Users meet their corresponding obligations to the Service Provider, the Service Provider will deliver Gas at each Delivery Point at a temperature not greater than 48oC and will maintain Pipeline System pressures so that the delivery pressure at a Delivery Point does not:

(a)	fall below the minimum pressure for that Delivery Point as set out in Schedule 1 Attachment B (as amended from time to time by the Service Provider and posted on the EBB); or

(b)	exceed the maximum pressure for that Delivery Point as set out in Schedule 1 Attachment B (as amended from time to time by the Service Provider and posted on the EBB).

14.	RIGHTS OF SERVICE PROVIDER

14.1	Commingling of Gas 

The Service Provider will have the right to commingle Gas supplied by the User with other Gas in the Pipeline System.

14.2	Processing

The Service Provider may compress, cool, heat, clean and apply other processes to Gas consistent with its operation of the Pipeline System.

14.3	Operation of Pipeline System  

Subject to its obligations under the Agreement, the Service Provider reserves the right to decide the manner in which it will operate the Pipeline System.

15.	GAS QUALITY

15.1	Gas to Conform to Specification  

Subject to clause 15.2, all Gas supplied by the User at a Receipt Point must conform with the Gas Specification.

15.2	National Standard

If at any time during the Term uniform Gas specifications are introduced into the Australian Gas industry, they will apply in lieu of the Gas Specification.

15.3	Supply of Non-Specification Gas by User  

(a)	The Service Provider will not agree to accept Non-Specification Gas into the Pipeline System if, to do so, would or may result in the Service Provider delivering Non‑Specification Gas at a Delivery Point to an Other User.

(b)	If Non‑Specification Gas is supplied into the Pipeline System by the User in the circumstances described in clause 15.3(a), the Service Provider:

(ii)	will issue an OFO directing the User to restrict or terminate supplies of Non-Specification Gas into the Pipeline System;

(iii)	will (if necessary) itself restrict or terminate supplies of Non-Specification Gas into the Pipeline System;

(iv)	will vent Gas to remove any or all of the Non-Specification Gas (and, in that event, will post a notification on the EBB); and

(v)	will incur no liability whatsoever to the User for any financial or other consequences arising from any of the actions referred to in paragraphs (i), (ii) and (iii) above.

(c)	Where Gas is vented by the Service Provider pursuant to clause 15.3(b)(iii) the total quantity of Gas vented (including any Gas meeting the Gas Specification):

(i)	will be deemed not to have been received into the Pipeline System;

(ii)	will be to the account of the User (unless the Non‑Specification Gas was supplied into the Pipeline System by the User and by one or more Other Users, in which case the total quantity of Gas vented will be pro‑rated across those persons on the basis of their respective Scheduled Receipt Quantities at the relevant Receipt Point); and

(iii)	the User must supply during the Day at the relevant Receipt Point a quantity of Gas meeting the Gas Specification equal to the quantity of vented Gas that is to the account of the User.

(d)	The User will indemnify the Service Provider from and against all losses (including direct, indirect and consequential losses), costs, damages, expenses and penalties that may be suffered or incurred by the Service Provider as a result of, or in connection with: 

(i)	Non‑Specification Gas being supplied into the Pipeline System by the User; and

(ii)	the taking of any of the actions referred to in clause 15.3(b).

15.4	Quality at Delivery Points

If on a Day the User supplies Gas into the Pipeline System that conforms to the Gas Specification, then the Service Provider will on that Day deliver Gas to the User that conforms to the Gas Specification.

16.	WARRANTY OF TITLE, CONTROL, POSSESSION AND RESPONSIBILITY

16.1	Warranty of Title

The User warrants that, at the time it supplies Gas to the Service Provider at a Receipt Point, the User will have good title to the Gas, free and clear of all liens, encumbrances and claims of any nature inconsistent with the Service Provider's operation of the Pipeline System. 

16.2	Control,  Possession,  Responsibility and Title of User

(a)	The User:

(i)	is in control and possession of Gas at all times prior to its supply at a Receipt Point and at all times after its delivery to the User at a Delivery Point; and

(ii)	has legal responsibility and liability for Gas while it is within the control and possession of the User.

(b)	Subject to clause 16.5 the title to Gas supplied by the User to the Service Provider will at all times remain with the User.

16.3	Custody, Control and Responsibility of Service Provider

The Service Provider will:

(a)	take custody and control of Gas from a Receipt Point until delivery at a Delivery Point; and

(b)	have legal responsibility and liability for Gas only while it is within the Service Provider's custody and control.

16.4	Deemed Delivery of Gas

The Parties agree that by delivering Gas to the User at a Delivery Point in accordance with the terms of the Agreement, the Service Provider will be deemed to have delivered the User's Gas to it.  Such delivered Gas at a Delivery Point is and will be deemed to be that received by the Service Provider from the User at the Receipt Point(s).

16.5	Line Pack  

The Service Provider has title to, and control and possession of, all Line Pack within the Pipeline System as at the Commencement Date, and for the purposes of determining ownership of Line Pack as at the Termination Date, the Line Pack in existence as at the Commencement Date will be deemed to have remained in place for the Term and therefore be owned by the Service Provider as at the Termination Date, subject to the rights of the User under the other provisions of this clause 16.

17.	RETENTION ALLOWANCE

17.1	Responsibility for System Use Gas

(a)	The User and all Other Users will be responsible for providing the Service Provider with all System Use Gas.

(b)	The User will supply its share of System Use Gas for a Day by way of the Retention Allowance.

17.2	Supply of Retention Allowance

(a)	On a Day, the User will supply, and the Service Provider will be entitled to take, the Retention Allowance for that Day at no cost to the Service Provider.

(b)	The Gas comprising the Retention Allowance will be used by the Service Provider for the provision of Services and title to that Gas will not pass to the Service Provider.

17.3	Retention Allowance for FT Service

(a)	This clause 17.3 applies where the Agreement is for FT Service.

(b)	By 1330 hours on each Day, the Service Provider will calculate and post on the EBB the Retention Allowance Percentage that the User must supply at the beginning of the following Day.

(c)	The Retention Allowance Percentage for a Day will be calculated as follows:

(i)	the Service Provider will reasonably and prudently estimate the total quantity of System Use Gas required for the provision of FT Service on that Day ('Total System Use Gas Quantity'); and

(ii)	the Total System Use Gas Quantity will then be expressed as a percentage of the sum  of the quantities of Gas forecast to be supplied at all Receipt Points on that Day by the User and all Other Users having contracts for FT Service.

The Retention Allowance Percentage for a Day will not be less than zero nor greater than 5%.  

(d)	The User's Retention Allowance for a Day is the quantity determined by multiplying the Retention Allowance Percentage for that Day by the quantity of Gas supplied on that Day.

17.4	Retention Allowance for IT Service

Where the Agreement is for IT Service, the Retention Allowance for a Day will be an amount equal to 5% of the quantity of Gas that the User has supplied at all Receipt Points on that Day.   

18.	FORECASTING, NOMINATING AND SCHEDULING OF SERVICE

18.1	Forecasts for FT Service

(a)	This clause 18.1 only applies where the Agreement is for FT Service.

(b)	Not later than 10 Business Days prior to:

(i)	the Commencement Date; and 

(ii)	each 30 September during the Term, 

the User must provide to the Service Provider a forecast of the quantities of Gas that the User will nominate for delivery under the Agreement at each Delivery Point in each Month of the following calendar year.

(c)	Not later than 5 Business Days prior to the start of each Month the User must provide to the Service Provider a forecast of the quantities of Gas that the User will nominate for delivery under the Agreement at each Delivery Point on each Day of that Month. 

18.2	Confirmation of Prior Day's Receipts

Not later than 0830 hours after each Day, the User must provide the Service Provider with a copy of a confirmation from the Producers of the actual quantity of Gas supplied for the User at each Receipt Point on that previous Day.  If a confirmation is not received by that time for a Receipt Point, the User will be deemed not to have supplied any Gas at that Receipt Point on that previous Day.

18.3	Nominations for FT Service

(a)	This clause 18.3 only applies where the Agreement is for FT Service.

(b)	Not later than 1100 hours on each Day, the User must nominate the quantities of Gas for the following Day which are to be delivered by the Service Provider at each Delivery Point, the sum of which quantities must not exceed the MDQ.  If the sum of the User's nominations exceeds the MDQ, the Service Provider will reduce those nominations on a pro-rata basis so as to total the MDQ.  If the User fails to make a nomination by 1100 hours on a Day, it will not be entitled to FT Service on the following Day. 

(c)	After receiving for a Day the User's nomination under clause 18.3(b) and each of the corresponding nominations of Other Users with contracts for FT Service, the Service Provider will apportion all of the nominated quantities at each Delivery Point as follows:

(i)	a nominated quantity that is less than or equal to the Primary Capacity Quantity of the User or Other User will be treated as a nomination to utilise the relevant part or the whole (as the case may be) of that Primary Capacity Quantity;

(ii)	a nominated quantity that is greater than the Primary Capacity Quantity of the User or Other User will be treated as:

(A)	a nomination to utilise the whole of that Primary Capacity Quantity; and

(B)	a nomination to utilise up to the User's or Other User's Secondary Capacity Quantity for that amount of the nominated quantity that exceeds the Primary Capacity Quantity; and

(iii)	a nominated quantity in respect of a Delivery Point at which the User or Other User does not have a  Primary Capacity Quantity will be treated as a nomination to utilise up to the User or Other User's Secondary Capacity Quantity  at that Delivery Point.

If nominations to utilise Secondary Capacity Quantities at a Delivery Point exceed the Net Available Capacity at that Delivery Point, then the Net Available Capacity will be allocated by the Service Provider between the User and the Other Users pro‑rata on the basis of their respective nominations (and those nominations will be adjusted accordingly by the Service Provider).  If nominations to utilise Secondary Capacity Quantities at a Delivery Point are less than the Net Available Capacity at that Delivery Point, then the remaining amount of the Net Available Capacity will be known as 'Remaining Secondary Capacity'.

(d)	Not later than 1200 hours on a Day, the Service Provider will post on the EBB:

(i)	the quantity of Gas nominated for delivery to the User at each Delivery Point on the following Day (being the quantity nominated under clause 18.3(b) as allocated and adjusted by the Service Provider under clause 18.3(c)); and

(ii)	the Remaining Secondary Capacity (if any) available at each Delivery Point for that following Day.

(e)	Where the Service Provider has posted a notification of Remaining Secondary Capacity for a Day, the User may, but by no later than 1300 hours on that Day that the notice was posted, amend the nomination it had given for that Day under clause 18.3(b) (in respect of the Secondary Capacity Quantity only) by nominating an increased quantity for delivery at one or more Secondary Delivery Points.  If amended nominations are received from the User and Other Users having contracts for FT Service such that the demand for the Remaining Secondary Capacity at a Delivery Point exceeds the amount available, then the Remaining Secondary Capacity will be allocated by the Service Provider between the User and the Other Users pro-rata on the basis of their respective amended nominations (and those amended nominations will be adjusted accordingly by the Service Provider).

(f)	Not later than 1330 hours on a Day, the Service Provider will determine in accordance with clause 17.3(d)  the Retention Allowance to be supplied by the User on the following Day and, having done so, will post on the EBB:

(i)	the Retention Allowance Percentage;

(ii)	the quantity of Gas nominated for delivery to the User at each Delivery Point on that following Day (being the quantity nominated under clause 18.3(b) as allocated, adjusted and varied under clauses 18.3(c) and 18.3(e)) ('Initial Nominated Delivery Quantity'); and

(iii)	the quantity of Gas  required to be supplied by the User  in aggregate at Receipt Points on that following Day (being the sum of the Initial Nominated Delivery Quantities as adjusted to take into account the Imbalance Correction Quantity, any Releases, any Imbalance exchange pursuant to clause 20 and the Retention Allowance) ('Initial Nominated Receipt Quantity').

(g)	For the avoidance of doubt, the sum of the Initial Nominated Delivery Quantities must not exceed the MDQ.

(h)	The User is solely responsible for the accuracy of its nominations and the Service Provider will have no obligation to enquire whether nominations are correct or not.

18.4	FT Service Confirmations

(a)	Not later than 1530 hours on the Day, the User must provide the Service Provider with a copy of a confirmation from the Producers that they will supply the Initial Nominated Receipt Quantity on the following Day.

(b)	If the supply of the Initial Nominated Receipt Quantity is confirmed by 1530 hours then:

(i)	the Initial Nominated Receipt Quantity will become the 'Final Nominated Receipt Quantity' and each Initial Nominated Delivery Quantity will become a 'Final Nominated Delivery Quantity'; and

(ii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6.  

(c)	If the quantity of Gas confirmed for supply at the Receipt Point(s) is less than the Initial Nominated  Receipt Quantity, then:

(i)	the Initial Nominated Receipt Quantity will be reduced by the amount of the deficiency ('Deficiency') (to create the 'Final Nominated Receipt Quantity');

(ii)	either:

(A)	each Initial Nominated Delivery Quantity will be reduced by that proportion of the Deficiency (after it has been reduced to reflect its impact on the Retention Allowance) that each Initial Nominated Delivery Quantity bears to the sum of the Initial Nominated Delivery Quantities; or

(B)	if requested by the User by no later than 1630 hours, one or more of the Initial Nominated Delivery Quantities may be maintained (or reduced to a lesser extent than would be the case under paragraph (A)) on the basis that one or more other Initial Nominated Delivery Quantities are reduced (with the aggregate of all reduced amounts being the same aggregate that would have resulted under paragraph (A)),

to create, in respect of each Delivery Point, a 'Final Nominated Delivery Quantity'; and

(iii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6.  

(d)	If the quantity of Gas confirmed for supply at the Receipt Point(s) is greater than the Initial Nominated Receipt Quantity, then:

(i)	the Initial Nominated Receipt Quantity will become the 'Final Nominated Receipt Quantity' and each Initial Nominated Delivery Quantity will become a 'Final Nominated Delivery Quantity';

(ii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6; and

(iii)	the Service Provider will not accept into the Pipeline System any quantity of Gas on the relevant Day that exceeds the Final Nominated Receipt Quantity (unless there has been an Authorised Variation for that Day).

(e)	If, subject to clauses 18.4(c) and (d), the Initial Nominated Receipt Quantity is not confirmed by 1530 hours on the Day, then:

(i)	the User will be deemed not to have made any nomination for the following Day;

(ii)	the Service Provider will not schedule any receipts from or deliveries to the User for that following Day under the Agreement;

(iii)	the User will not be entitled to FT Service on that following Day under the Agreement; 

(iv)	the Service Provider will post on the EBB confirmation of paragraphs (ii) and (iii); and

(v)	the User will indemnify and hold the Service Provider harmless from and against any liability or damages that may be suffered or incurred as a result.	

18.5	IT Service - Indications, Notice of Availability, Nominations and Confirmations

(a)	This clause 18.5 only applies where the Agreement is for IT Service.

(b)	Not later than 0830 hours after each Day, the User must provide the Service Provider with a copy of a confirmation from the Producers of the actual quantity of Gas supplied for the User at each Receipt Point on that previous Day.  If a confirmation is not received by that time for a Receipt Point, the User will be deemed not to have supplied any Gas at that Receipt Point on that previous Day.

(c)	Not later than 1200 hours on each Day, the Service Provider will post on the EBB the amount of Capacity (if any) that may possibly be available for IT Service at each Delivery Point on the following Day.  (The User acknowledges that the amount of such Capacity at a Delivery Point may include Remaining Secondary Capacity which may subsequently be nominated for use under clause 18.3(e) by Other Users with contracts for FT Service.)

(d)	If the Service Provider has posted on the EBB notification of available Capacity for IT Service then, not later than 1300 hours on the Day, the User must nominate the quantities of Gas for the following Day which are to be delivered by the Service Provider at each Delivery Point.

(e)	Following the receipt for that Day of the User's nominations and the nominations of all Other Users with contracts for IT Service, the Service Provider will:

(i)	determine the quantity of Gas that it is able to deliver to the User at each nominated Delivery Point (by (if necessary) reducing the User's nomination at a Delivery Point to that proportion of the available Capacity at that Delivery Point (after all nominations for FT Service have been taken into account) that the User's nomination bears to the sum of the nominations of the User and those Other Users at that Delivery Point); and

(ii)	post on the EBB by no later than 1330 hours on the Day:

(A)	the quantities referred to in clause 18.5(e)(i); and

(B)	the remaining capacity (if any) available at each Delivery Point for the following Day ('Remaining IT Capacity').

(f)	Where the Service Provider has posted a notification of Remaining IT Capacity at one or more Delivery Points for a Day, the User may by no later than 1400 hours on the Day that the notice is posted:

(i)	increase the nomination it had given at some or all of those points under clause 18.5(d); or

(ii)	make a nomination at some or all of those points (if it had not given a nomination under clause 18.5(d)).

If amended nominations are received from the User and Other Users having contracts for IT Service such that the demand for the Remaining IT Capacity at a Delivery Point exceeds the amount available, then the Remaining IT Capacity will be allocated by the Service Provider between the User and the Other Users pro-rata on the basis of their respective nominations (and those amended nominations will be adjusted accordingly by the Service Provider).

(g)	Not later than 1430 hours on a Day, the Service Provider will post on the EBB:

(i)	the quantity of Gas that it is able to deliver to the User at each nominated Delivery Point on the following Day (being the quantity determined by the Service Provider under clause 18.5(e)(i) as adjusted under clause 18.5(f)) ('Initial Nominated Delivery Quantity'); and

(ii)	the quantity of Gas that it is able to accept from the User in aggregate at the Receipt Points on that following Day (being the sum of the Initial Nominated Delivery Quantities as adjusted to take into account the Imbalance Correction Quantity, any Imbalance exchange pursuant to clause 20, any Releases and the Retention Allowance) ('Initial Nominated Receipt Quantity').

(h)	Not later than 1530 hours on the Day, the User must provide the Service Provider with a copy of a confirmation from the Producers that they will supply the Initial Nominated Receipt Quantity on the following Day.

(i)	If the Initial Nominated Receipt Quantity is confirmed by 1530 hours then:  

(i)	the Initial Nominated Receipt Quantity will become the 'Final Nominated Receipt Quantity' and each Initial Nominated Delivery Quantity will become a 'Final Nominated Delivery Quantity'; and

(ii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6. 

(j)	If the quantity of Gas confirmed for supply at the Receipt Point(s) is less than the Initial Nominated Receipt Quantity, then:

(i)	the Initial Nominated Receipt Quantity will be reduced by the amount of the deficiency ('Deficiency') (to create the 'Final Nominated Receipt Quantity');

(ii)	either:

(A)	each Initial Nominated Delivery Quantity will be reduced by that proportion of the Deficiency (after it has been reduced to reflect its impact on the Retention Allowance) that each Initial Nominated Delivery Quantity bears to the sum of the Initial Nominated Delivery Quantities; or

(B)	if requested by the User by no later than 1630 hours, one or more of the Initial Nominated Delivery Quantities may be maintained (or reduced to a lesser extent than would be the case under paragraph (A)) on the basis that one or more other Initial Nominated Delivery Quantities are reduced (with the aggregate of all reduced amounts being the same aggregate that would have resulted under paragraph (A)),

to create, in respect of each Delivery Point, a 'Final Nominated Delivery Quantity'; and

(iii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6.  

(k)	If the quantity of Gas confirmed for supply at the Receipt Point(s) is greater than the Initial Nominated Receipt Quantity, then:

(i)	the Initial Nominated Receipt Quantity will become the 'Final Nominated Receipt Quantity' and each Initial Nominated Delivery Quantity will become a 'Final Nominated Delivery Quantity';

(ii)	the Service Provider will prepare to schedule the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities under clause 18.6; and

(iii)	the Service Provider will not accept into the Pipeline System any quantity of Gas on the relevant Day that exceeds the Final Nominated Receipt Quantity (unless there has been an Authorised Variation for that Day).

(l)	If, subject to clauses 18.5(j) and (k), the Initial Nominated Receipt Quantity is not confirmed by 1530 hours on the Day, then:

(i)	the User will be deemed not to have been made any nomination for the following Day;

(ii)	the Service Provider will not schedule receipts from or deliveries to the User for that following Day under the Agreement;

(iii)	the User will not be entitled to IT Service on that following Day under the Agreement; 

(iv)	the Service Provider will post on the EBB confirmation of paragraphs (ii) and (iii); and 

(v)	the User will indemnify and hold the Service Provider harmless from and against any resulting liability or damages that may be suffered or incurred as a result.	

18.6	Scheduling of Receipt and Delivery Quantities

(a)	This clause 18.6 applies whether the Agreement is for FT Service or for IT Service.

(b)	Unless clause 18.4(e) or clause 18.5(l) applies on a Day, the Service Provider will, by no later than 1700 hours on the Day prior to that Day, schedule the amount of the Final Nominated Receipt Quantity and the Final Nominated Delivery Quantities (after giving effect to clauses 23 and 34) and notify the User of the quantity of Gas for the Day which:

(i)	the User is required to supply to the Service Provider at the Receipt Points for transportation under the Agreement; and

(ii)	the Service Provider is required to deliver to the User at each of the Delivery Points, 

which quantities will be known as the 'Scheduled Quantities'.

(c)	The Scheduled Quantities will bind the User and the Service Provider.

18.7	Variation of Final Nominated Receipt Quantity

(a)	This clause 18.7 applies whether the Agreement is for FT Service or for IT Service.

(b)	The User may at any time request the Service Provider to authorise a variation in the Final Nominated Receipt Quantity for a Day ('Authorised Variation').

(c)	Subject to clauses 18.7(e)(i) and (ii), and where the Agreement is for FT Service, the Service Provider will authorise a reduction in the Final Nominated Receipt Quantity for a Day.

(d)	The Service Provider will have no obligation to authorise an increase in the Final Nominated Receipt Quantity for a Day if, to do so, would adversely affect the quantities of Gas already scheduled for receipt from and delivery to Other Users on that Day.

(e)	In order for the Service Provider to consider a request for approval of an Authorised Variation:

(i)	the amount of the Authorised Variation must be allocated by the User to one or more specific Receipt Points;

(ii)	the amount of the Authorised Variation (net of  that Day's Retention Allowance) must be matched (in aggregate) by variations to specific Final Nominated Delivery Quantities (to be identified by the User); and

(iii)	where an additional quantity of Gas is to be supplied and taken delivery of, the User must provide the Service Provider with a copy of a confirmation from the Producers that they will supply the additional Gas.

(f)	Where an Authorised Variation is approved, it amends the Scheduled Quantities accordingly.

(g)	Where:

(i)	the Agreement is for FT Service;

(ii)	the Service Provider authorises an increase in the Final Nominated Receipt Quantity for a Day; and

(iii)	that results in the User being entitled to take delivery of a quantity of Gas on that Day in excess of the MDQ,

the User must pay, in addition to all other amounts payable under the Agreement, an amount equal to the number of GJ's taken in excess of the MDQ multiplied by the IT Commodity Charge Rate.

18.8	Forms and Notification

All forecasts and nominations, and all requests for Authorised Variations, must be made by the User completing, and forwarding to the Service Provider on the EBB, the appropriate form set out in Schedule 5.

18.9	Sequence of Gas Flow

Despite anything to the contrary contained in this Access Arrangement, the sequence in which Gas is received by the Service Provider from the User on a Day, will be:

(a)	first, the Retention Allowance for that Day;

(b)	secondly, the amount of the Imbalance to be corrected on that Day pursuant to clause 19.2; and 

(c)	thirdly, the Scheduled Delivery Quantities for that Day (including any Authorised Variations for that Day).

19.	IMBALANCE AND ZONE VARIATION

19.1	Obligation of User

On each Day, the User must use its best endeavours to ensure that there is neither an Imbalance nor a Zone Variation.

19.2	Correction of Imbalance 

(a)	Not later than 0900 hours on each Day, the Service Provider will notify the User of the Imbalance and the  Zone Variation for the prior Day by publishing the quantities on the EBB. 

(b)	The User:

(i)	must begin to correct an Imbalance as soon as possible after the amount of the Imbalance has been posted on the EBB; but, in any event

(ii)	must clear the Imbalance on the Day following the Day on which  the amount has been posted on the EBB ('Clearance Day') (provided that if the Agreement is for IT Service and there are no Scheduled Quantities for the User for the Clearance Day, then the User must clear the Imbalance on the next Day for which the User has Scheduled Quantities). 

(c)	If, at the date of expiration or termination of the Agreement there is an Imbalance, then despite the expiration or termination of the Agreement, the User must pay to the Service Provider (within 7 Days after receipt of an invoice) an amount equal to the number of GJ's of the Imbalance multiplied by the Excess Imbalance Charge Rate.

19.3	Excess Imbalance Charge

If, on a Day, Actual Deliveries differ by more than 8% from Actual Receipts (less the Retention Allowance plus the Imbalance Correction Quantity), then:

(a)	the amount of that difference will be the 'Excess Imbalance'; and 

(b)	an Excess Imbalance Charge will be payable by the User.  

The Excess Imbalance Charge will be calculated by multiplying the number of GJ's of Excess Imbalance by the Excess Imbalance Charge Rate.  The Excess Imbalance Charge Rate is set out in the Tariff Schedule.

19.4	Rights of Service Provider

When the Service Provider becomes aware of an Excess Imbalance, or the likelihood of an Excess Imbalance, the Service Provider will post a notification on the EBB.  If the User does not remedy the situation immediately after the notification has been posted, the Service Provider will issue an OFO and require immediate remedy of the situation.  If the situation is not then remedied immediately, the Service Provider will take one or more of the following actions:

(a)	curtail or suspend deliveries to the User at  one or more Delivery Points; 

(b)	interrupt or cease receipts of Gas from, or confiscate Gas of, the User at  one or more Receipt Points.  

The Service Provider will not be liable for any losses, costs, damages or expenses that the User may suffer or incur as a result of curtailment, suspension, cessation or confiscation under this clause 19.4.

19.5	Indemnity

The User will indemnify the Service Provider from and against any losses, costs, damages and expenses suffered or incurred by the Service Provider in respect of any third party that is either affected by an Excess Imbalance or affected by the Service Provider's actions under clause 19.4.

19.6	Notification by Service Provider

On each Day during the Term the Service Provider will post on the EBB on an hourly basis in respect of each Receipt Point and each Delivery Point:

(a)	the receipt and delivery pressure;

(b)	the average flow rate;

(c)	the cumulative volume of Gas received or delivered; and

(d)	the Service Provider's current estimate of the extent (if any) by which aggregate receipts or aggregate deliveries of Gas on the Day will differ from the aggregate of all Scheduled Receipt Quantities or Scheduled Delivery Quantities on that Day and, therefore, the estimated time (if any) at which the Service Provider may curtail or suspend receipts or deliveries of Gas.

19.7	Zone Variation Charge

(a)	This clause 19.7 only applies where the Agreement is for FT Service.

(b)	If, on a Day, Actual Zone Deliveries differ by more than 8% from the sum of the Final Nominated Delivery Quantities for that Zone then a Zone Variation Charge will be payable by the User.  The Zone Variation Charge will be calculated by multiplying the number of GJ's in excess of the 8% tolerance by the Zone Variation Charge Rate.  The Zone Variation  Charge Rate is set out in the Tariff Schedule.

20.	IMBALANCE TRADING

20.1	Right to Trade

(a)	The User may exchange all or part of the User's Imbalance for an equal but opposite quantity of an Other User's Imbalance on such terms as they may agree, provided that notice is received by the Service Provider from both the User and the Other User no later than 1030 hours on the Day prior to the Day of exchange.  Where an exchange is made, both the User's Imbalance and the Other User's Imbalance will be adjusted accordingly by the amount of the exchange.

(b)	If the User has contracts with the Service Provider for both FT Service and IT Service the User may exchange equal but opposite quantities of  Imbalance that have arisen under those contracts provided that notice is received by the Service Provider no later than 1030 hours on the Day prior to the Day of exchange.

(c)	A notice under clause 20.1(a) or clause 20.1(b) must be made by the User completing, and forwarding to the Service Provider on the EBB, the relevant form set out in Schedule  5. 

20.2	Liability for Charges

An exchange under clause 20.1 will not affect the User's liability to pay any of the charges payable under the Agreement for the Specified Service rendered by the Service Provider.

21.	ALLOCATION OF RECEIPT POINT QUANTITIES

21.1	Sole User

Where a Receipt Point is used on a Day only by the User, the User will, for the purposes of the Agreement, be taken to have supplied the total quantity of Gas measured as having been supplied at that Receipt Point on that Day.

21.2	Shared Receipt Point

Where a Receipt Point is used on a Day by the User and by one or more Other Users:

(a)	if the total quantity of Gas measured as having been supplied at that Receipt Point on that Day is equal to the sum of the Confirmed Quantities, then:

(i)	the User will, for the purposes of the Agreement, be taken to have supplied on that Day at that Receipt Point, the User's Confirmed Quantity; and

(ii)	each of the Other Users will be taken to have supplied on that Day at that Receipt Point, their respective Other User's Confirmed Quantity; or

(b)	if the total quantity of Gas measured as having been supplied at that Receipt Point on that Day is greater or less than the sum of the Confirmed Quantities, then:

(i)	the User will, for the purposes of the Agreement; and

(ii)	each of the Other Users will,

be taken to have supplied on that Day at that Receipt Point, that proportion of the total measured quantity that each of their respective Confirmed Quantities bears to the sum of all of their Confirmed Quantities.

22.	ALLOCATION OF DELIVERY POINT QUANTITIES

22.1	Sole User

Where a Delivery Point is used on a Day only by the User, the User will, for the purposes of the Agreement, be deemed to have taken delivery of the total quantity of Gas measured at that Delivery Point as having been delivered from the Pipeline System.

22.2	Shared Delivery Point

Where a Delivery Point is used on a Day by the User and by one or more Other Users:

(a)	the total quantity of Gas measured as having been delivered from the Pipeline System at that Delivery Point on that Day will be allocated by the Service Provider between the User and the Other Users in accordance with the remaining provisions of this clause 22; and

(b)	the following expressions have the following meanings in the remaining provisions of this clause 22:

(i)	a 'Facility' is a facility, premises or location which:

(A)	does not itself constitute a Delivery Point; but 

(B)	is to use, consume or resupply Gas which is transported to the facility, premises or location from the Pipeline System through a pipeline connected to, but not forming part of, the Pipeline System,

and 'Facilities' means more than one Facility;

(ii)	'User's Facilities' are Facilities that are owned or operated by the User or by one or more customers of the User; 

(iii)	'Other Users' Facilities' are Facilities that are owned or operated by one or more Other Users or by one or more customers of Other Users;

(iv)	a 'Meter' is equipment for measuring the quantity of Gas delivered, which complies with Schedule 8; 

(v)	'Metered Facilities' are Facilities that each have a Meter;

(vi)	'User's Metered Facilities' are Metered Facilities that are owned or operated by the User or by one or more customers of the User;

(vii)	'Other Users' Metered Facilities' are Metered Facilities that are owned or operated by one or more Other Users or by one or more customers of Other Users;

(viii)	an 'Unmetered Facility' is a Facility that does not have a Meter, and 'Unmetered Facilities' means more than one Unmetered Facility; 

(ix)	'User's Unmetered Facilities' are Unmetered Facilities that are owned or operated  by the User or by one or more customers of the User; 

(x)	'Other Users' Unmetered Facilities' are Unmetered Facilities that are owned or operated by one or more Other Users or by one or more customers of Other Users;

(xi)	'Downstream Service Provider' means the operator of the downstream distribution pipeline system that directly connects with the Pipeline System;

(xii)	'Conforming Allocation Procedure' has the meaning given in clause 22.3(a)(ii); and

(xiii)	'Metropolitan Delivery Point' means either the Gepps Cross Delivery Point, the Elizabeth Delivery Point or the Taperoo Delivery Point; and 'Metropolitan Delivery Points' means all of those points.

22.3	Requirement for Metering and Exception to Requirement

(a)	The User will not be entitled to the Specified Service on a Day unless:

(i)	each of the User's Facilities has a Meter; or

(ii)	the Service Provider has received from the Downstream Service Provider in respect of each Delivery Point that is to be shared by the User and by one or more Other Users, a procedure for allocating between Unmetered Facilities the total quantity of Gas (net of quantities measured at Metered Facilities) measured as having been delivered at each such Delivery Point, which allocation procedure:

(A)	names the User and each relevant Other User;

(B)	allocates to the User and to each named Other User a fixed percentage of that net total quantity of Gas; and

(C)	allocates 100% of that net total quantity of Gas between the User and the named Other User(s), 

(such allocation procedure being a 'Conforming Allocation Procedure').

(b)	Where the Service Provider has received a Conforming Allocation Procedure under clause 22.3(a), it will allocate quantities of Gas in accordance with clauses 22.4 and 22.5.

(c)	In order for clause 22.3(a)(ii) to apply in relation to a Month, the Service Provider must have received the Conforming Allocation Procedure at least 7 Days before the beginning of that Month.

(d)	The Service Provider will, if requested by the User and each relevant Other User, apply a different allocation procedure of the Downstream Service Provider, provided that the different allocation procedure is a Conforming Allocation Procedure and the requirements of clause 22.3(c) are satisfied in relation to that different procedure.  

22.4	Allocations for Unmetered Facilities

(a)	This clause 22.4:

(i)	only applies in the circumstances described in clause 22.3(a)(ii); and

(ii)	is subject to clause 22.5.

(b)	Where, on a Day, Gas is transported to one or more User's Unmetered Facilities and to one or more Other Users' Unmetered Facilities (where each of those Facilities is downstream of the same Delivery Point) but not to any Metered Facilities downstream of the same Delivery Point then, for the purposes of the Agreement:

(i)	the total quantity of Gas measured as having been delivered from the Pipeline System at that Delivery Point on that Day will be allocated by the Service Provider between the User and the Other Users in accordance with the Conforming Allocation Procedure; and

(ii)	the User and each of the Other Users will be deemed to have taken delivery of their respective allocations at that Delivery Point on that Day.

(c)	Where, on a Day, Gas is transported:

(i)	to one or more User's Metered Facilities and to one or more Other Users' Unmetered Facilities (where each of those Facilities is downstream of the same Delivery Point); or 

(ii)	to one or more Users' Unmetered Facilities and to one or more Other Users' Metered Facilities (where each of those Facilities is downstream of the same Delivery Point), 

then, for the purposes of the Agreement:

(iii)	the total quantity of Gas measured as having been delivered from the Pipeline System at that Delivery Point on that Day will be allocated by the Service Provider as follows:

(A)	by allocating to the User the quantities of Gas measured as having been delivered at each of the User's Metered Facilities (if any);

(B)	by allocating to each of the Other Users the quantities of Gas measured as having been delivered at each of their respective Metered Facilities (if any); and

(C)	by allocating the balance of the aggregate quantity (that is, after deducting the quantities (if any) referred to in paragraphs (A) and (B) above) between such of the User and the Other Users that have Unmetered Facilities in accordance with the Conforming Allocation Procedure; and

(iv)	the User and each of the Other Users will be deemed to have taken delivery of their respective allocations at that Delivery Point on that Day.

22.5	Allocations for Unmetered Facilities in Adelaide Metropolitan Area

(a)	This clause 22.5 only applies in the circumstances described in clause 22.3(a)(ii).

(b)	Where, on a Day, Gas is transported to one or more User's Unmetered Facilities and to one or more Other Users' Unmetered Facilities (where each of those Facilities is downstream of a Metropolitan Delivery Point) but not to any Metered Facilities downstream of a Metropolitan Delivery Point then, for the purposes of the Agreement:

(i)	the sum of the quantities of Gas measured as having been delivered from the Pipeline System at the Metropolitan Delivery Points on that Day will be allocated by the Service Provider between the User and the Other Users in accordance with the Conforming Allocation Procedure; and

(ii)	the User and each of the Other Users will be deemed to have taken delivery of their respective aggregated allocations at the Metropolitan Delivery Points on that Day.

(c)	Where, on a Day, Gas is transported:

(i)	to one or more User's Metered Facilities and to one or more Other Users' Unmetered Facilities (where each of those Facilities is downstream of a Metropolitan Delivery Point); or

(ii)	to one or more User's Unmetered Facilities and to one or more Other Users' Metered Facilities (where each of those Facilities is downstream of a Metropolitan Delivery Point),

then, for the purposes of the Agreement:

(iii)	the sum of the quantities of Gas measured as having been delivered from the Pipeline System at the Metropolitan Delivery Points on that Day will be allocated by the Service Provider as follows:

(A)	by allocating to the User the quantities of Gas measured as having been delivered at each of the User's Metered Facilities (if any);

(B)	by allocating to each of the Other Users the quantities of Gas measured as having been delivered at each of their respective Metered Facilities (if any); and

(C)	by allocating the balance of the aggregate quantity (that is after deducting the quantities (if any) referred to in paragraphs (A) and (B) above) between such of the User and the Other Users that have Unmetered Facilities in accordance with the Conforming Allocation Procedure; and

(iv)	the User and each of the Other Users will be deemed to have taken delivery of their respective aggregated allocations at the Metropolitan Delivery Points on that Day.

22.6	Allocation Where Only Metered Facilities Exist

(a)	Subject to clause 22.6(b), if on a Day, Gas is transported to one or more User's Metered Facilities and to one or more Other Users' Metered Facilities (where each of those Facilities is downstream of the same Delivery Point) but not to any Unmetered Facilities downstream of the same Delivery Point then, for the purposes of the Agreement:

(i)	the total quantity of Gas measured as having been delivered from the Pipeline System at that Delivery Point on that Day will be allocated by the Service Provider between the User and the Other Users in the same proportion that the quantity of Gas measured as having been delivered at each of their respective Metered Facilities bears to the sum of those; and

(ii)	the User and each of the Other Users will be deemed to have taken delivery of their respective allocations at that Delivery Point on that Day.

(b)	If, on a Day, Gas is transported to one or more User's Metered Facilities and to one or more Other Users' Metered Facilities (where each of those Facilities is downstream of a Metropolitan Delivery Point) but not to any Unmetered Facilities downstream of a Metropolitan Delivery Point then, for the purposes of the Agreement:

(i)	the sum of the quantities of Gas measured as having been delivered from the Pipeline System at the Metropolitan Delivery Points on that Day will be allocated by the Service Provider between the User and the Other Users in the same proportion that the sum of the quantities of Gas measured as having been delivered at each of their respective Metered Facilities bears to the sum of all of their measured quantities; and

(ii)	the User and each of the Other Users will be deemed to have taken delivery of their respective aggregated allocations at the Metropolitan Delivery Points on that Day.

23.	PRIORITY OF SERVICE

23.1	Priority and Sequence

If on a Day there is insufficient Capacity in the Pipeline System to deliver all Gas nominated by the User and all Other Users  on that Day, then the Service Provider will schedule Gas deliveries in the following priority and sequence:

(a)	first: 

(i)	quantities nominated as Primary Capacity Quantities (and confirmed under clause 18.4(a)) by the User and all Other Users with contracts for FT Service within their respective MDQs, up to the  Maximum Capacity of the relevant Delivery Points; and

(ii)	quantities nominated by Other Users under Existing Transportation Agreements within their respective MDQ's.  

If the sum of the confirmed nominations for Primary Capacity Quantities and the nominations under Existing Transportation Agreements exceeds the available Capacity, the available Capacity will be allocated between the User and the Other Users pro-rata on the basis of their respective MDQs; 

(b)	secondly, quantities nominated (or allocated under clauses 18.3(c) and 18.3(e)) as Secondary Capacity Quantities (and confirmed under clause 18.4(a)) by the User and all Other Users with contracts for FT Service within their respective MDQs, up to the Maximum Capacity of the relevant Delivery Points.  If the sum of the confirmed nominations for Secondary Capacity Quantities  exceeds the available Capacity, the available Capacity will be allocated between the User and the Other Users pro-rata on the basis of their respective MDQs; 

(c)	thirdly, quantities nominated (and confirmed under clause 18.5(h)) by the User (where the Agreement is for IT Service) and all other Users having contracts for IT Service up to the Maximum Capacity of the relevant Delivery Points. If the sum of the confirmed nominations exceeds the available Capacity, the available Capacity will be allocated between the User and the Other Users pro-rata on the basis of their respective aggregate confirmed nominations;  

(d)	fourthly, Authorised Variation quantities of the User (where the Agreement is for FT Service) and all other Users having contracts for FT Service up to the Maximum Capacity  of the relevant Delivery Points. If the sum of those quantities  exceeds the available Capacity, the available Capacity will be allocated between the User and the Other Users pro-rata on the basis of the amounts of their respective confirmed Authorised Variations; and

(e)	fifthly, Authorised Variation quantities of the User (where the Agreement is for IT Service) and all other Users having contracts for IT Service up to the Maximum Capacity of the relevant Delivery Points. If the sum of those quantities  exceeds the available Capacity, the available Capacity will be allocated between the User and the Other Users pro-rata on the basis of the amounts of their respective confirmed Authorised Variations.

23.2	Variations to Priority and Sequence

(a)	Subject to clause 23.2(b), the User acknowledges and agrees that the Service Provider may from time to time agree to provide Other Users with Services that are neither FT Service nor IT Service and that, despite clause 23.1, the Service Provider may, by written notice to the User, vary the priority and sequence in clause 23.1 by:

(i)	inserting one or more additional paragraphs; and/or

(ii)	modifying one or more existing paragraphs,

to reflect the priority and sequence that the Service Provider and the Other Users have agreed will be accorded to those Services.

(b)	The Service Provider will not vary clause 23.1 so as to accord any Service a higher priority than that referred to in clause 23.1(a) (but, for the avoidance of doubt, the Service Provider may accord a Service the same priority as that referred to in clause 23.1(a)).

24.	CURTAILMENT AND INTERRUPTION

24.1	Rights of Service Provider

If, on any Day, after having determined the Scheduled Quantities and having scheduled quantities of Gas for receipt, transportation and delivery to Other Users, the Capacity of the Pipeline System is, for any reason, inadequate to accommodate the Scheduled Quantities and all of the quantities that have been scheduled for Other Users for that Day then, subject to clause 25:

(a)	the Service Provider will have the right to curtail, interrupt or discontinue Specified Services in the reverse order to that set out in clause 23; and/or

(b)	the Service Provider may, by notice to the User ('Curtailment Notice'), require the User to reduce the quantity of Gas being supplied at the Receipt Point(s), or to reduce the quantity of Gas being taken at a Delivery Point(s), or both; and 

(c)	the User must comply with any Curtailment Notice.  

24.2	Provision of Notice and Responsibility

(a)	The Service Provider will provide the User with:

(i)	notification of any curtailment or interruption to be invoked by the Service Provider in accordance with clause 24.1; or

(ii)	 a Curtailment Notice,

at a time and in a manner that is reasonable and  prudent under then existing conditions, and will in any event confirm in writing any such notification or Curtailment Notice that was originally provided on the EBB.

(b)	The User will be solely responsible for informing all affected Producers and downstream entities of the notification of the curtailment or interruption or the Curtailment Notice.

24.3	Curtailment Compliance

(a)	The User will be allowed 1 hour (or such greater time as is stipulated by the Service Provider as being required to protect the integrity of the Pipeline System or to protect the Service Provider's ability to accept and deliver properly scheduled quantities of Gas for the User and Other Users on the Day or subsequent Days), to comply with the requirements of any Curtailment Notice.

(b)	If the User does not comply with the requirements of a Curtailment Notice within the time period stipulated by the Service Provider the Service Provider will take action to give effect to those requirements.

24.4	Charge

All Gas taken by the User in violation of a Curtailment Notice after the hour referred to in clause 24.3 has passed, will attract a charge calculated by multiplying the number of GJ's of Gas in respect of which the User is at variance from the level of receipts or deliveries specified in the Curtailment Notice by the Default Charge Rate.  The Default Charge Rate is set out in the Tariff Schedule.

24.5	No Liability

The Service Provider will not be liable for any losses, costs, damages or expenses that the User may suffer or incur as a result of:

(a)	any curtailment or interruption invoked by the Service Provider; or

(b)	the User complying or failing to comply with a Curtailment Notice,

where the Service Provider has not been negligent or defaulted in complying with its obligations under the Agreement.

24.6	Emergencies, Pipeline Integrity, Etc

In addition to the rights of the Service Provider set out elsewhere in the Agreement, and despite anything to the contrary contained in the Agreement, the Service Provider will be entitled to curtail, interrupt or discontinue Specified Services either totally or partially for any period of time which the Service Provider considers to be necessary:

(a)	because of any condition, situation or circumstance that the Service Provider considers will or may:

(i)	present a threat of danger to the life, health or property of any person; or

(ii)	jeopardise the operational efficiency or integrity of the Pipeline System; or

(iii)	in order to comply with the requirements of the Licence, any Governmental Agency or any law.

In the event of any such curtailment, interruption or discontinuation, the other provisions of this clause 24 will apply except that the 1 hour period referred to in clauses 24.3 and 24.4 may be reduced by the Service Provider (to zero if necessary).

25.	OPERATIONAL FLOW ORDERS

25.1	Description and Contents of OFOs

(a)	An 'OFO' (or 'Operational Flow Order') is an announcement by the Service Provider:

(i)	of operating conditions, attributable to conduct of the User  that is in breach of the User's obligations under the Agreement, which conduct is adversely affecting or may adversely affect, the provision of Services to one or more Other Users; and 

(ii)	which directs the User to take specific action as a result.

(b)	Each OFO will contain the following:

(i)	the time and date that it was issued;

(ii)	the time and date from which the OFO is effective;

(iii)	the duration of the OFO (provided that if none is specified, the OFO will remain effective until further notice); 

(iv)	the name(s) of any Other User(s) to whom the OFO has also been issued;

(v)	the action, if any, that the User and any Other User(s) must take;

(vi)	the reason(s) for the OFO; and

(vii)	such other information as the Service Provider considers necessary.

25.2	Conditions Under Which an OFO may be Issued

Circumstances for which an OFO may be issued include, but are not limited to the following:	

(a)	to alleviate conditions that threaten the operational integrity of the Pipeline System; 

(b)	to maintain Line Pack and pressures necessary in order for the Service Provider to maintain Capacity and the ability to receive and deliver properly scheduled quantities of Gas from and to the User and Other  Users on a Day and on subsequent Days;

(c)	to ensure adequate Gas is received at the Receipt Points on the Pipeline System and taken by the User at specific Delivery Points on the Pipeline System; 

(d)	to alleviate operational problems arising from excessive supplies of Gas at the Receipt Points or excessive deliveries of Gas at specific Delivery Points; and 

(e)	other Receipt Point or Delivery Point problems or difficulties not reflected in paragraphs (a) to (d) above.

25.3	Means of Issuing OFOs

(a)	The Service Provider will issue an OFO by posting the OFO on the EBB.  

(b)	The User: 

(i)	must monitor the EBB for any OFO applicable to the User; and 

(ii)	will be solely responsible for complying with each OFO.

25.4	Obligations of User

(a)	Upon an OFO being issued, the User must take the actions set out in the OFO, which may include, but are not limited to, the following:

(i)	only using a Delivery Point in respect of which the User has a Primary Capacity Quantity; 

(ii)	increasing supplies and/or restricting deliveries of Gas at the Receipt Points and/or at specific Delivery Points if less than the Scheduled Receipt Quantity is being received into the Pipeline System; 

(iii)	restricting supplies of Gas if less than the Scheduled Delivery Quantity is being taken delivery of at a Delivery Point; and

(iv)	limiting the hourly quantities of Gas supplied at any Receipt Point or taken delivery of at any Delivery Point.

(b)	If the User does not comply with the requirements of an OFO within the time period stipulated by the Service Provider, the Service Provider will take action to give effect to those requirements.

25.5	Payment of Charge by User

From the time that an OFO becomes effective until the time it terminates, the User will pay an amount equal to the Default Charge Rate for each GJ of Gas in respect of which the User is at variance, during the period of operation of the OFO, from the level of receipts or deliveries specified in that OFO.  The Default Charge Rate is set out in the Tariff Schedule.

25.6	Indemnity

The User will indemnify the Service Provider from and against all losses, costs, damages and expenses suffered or incurred by the Service Provider as a result of: 

(a)	the User complying with any OFO;

(b)	the Service Provider taking action pursuant to clause 25.4(b); or

(c)	the Service Provider being directly or indirectly rendered unable to provide Services to any Other User in accordance with that Other User's contract on a Day or subsequent Days, as a result of the User failing to comply with any OFO,

provided that the Service Provider will not be indemnified to the extent that such losses, costs, damages and expenses result from its own negligence or default in complying with its obligations under the Agreement.

26.	TRADING POLICY

26.1	Bare Transfers

(a)	The User may undertake a Bare Transfer on a Day.

(b)	The User need not supply the Service Provider with any information in relation to a Bare Transfer.

26.2	FT Capacity Release

(a)	If the User:

(i)	has a contract for FT Service; and

(ii)	wishes to transfer ('Release') the whole or any part of a Primary Capacity Quantity that it does not expect to utilise fully ('Marketable FT Parcel') on the basis that the Service Provider will deal with, invoice, and accept payment from the transferee ('Acquirer') as if the Acquirer were the User in respect of that Marketable Parcel, 

then the following conditions must first be satisfied:

(iii)	the Acquirer must have an existing contract for FT Service or IT Service with the Service Provider; and 

(iv)	not later than 0930 hours on the Day prior to the Day of the Release, the User must notify the Service Provider on the EBB in the form set out in Schedule 5 as to:

(A)	the amount of the Primary Capacity Quantity that is to be the subject of the Release;

(B)	the duration (or term) of the Release; and 

(C)	the conditions on which the Release may be cancelled or terminated by the User or the Acquirer.

(b)	If by 1030 hours before the Day of the Release, the Acquirer posts an acceptance of the Release on the EBB, then:

(i)	the Acquirer will be deemed to have entered into a contract for FT Service with the Service Provider on the same terms and conditions as the Agreement between the Service Provider and the User, except that:

(A)	the MDQ of the Acquirer will be the amount of the Marketable Parcel;

(B)	the term of the Acquirer's contract will be the period referred to in clause 26.2(a)(iv)(B); and

(C)	the term will not be capable of extension by the Acquirer;

(ii)	the MDQ of the User will be deemed to have been reduced for the period referred to in clause 26.2(a)(iv)(B) by the amount of the Marketable Parcel; and

(iii)	the User will be deemed to have agreed to indemnify the Service Provider from and against any losses, costs, damages and expenses that the Service Provider may suffer or incur as a result of the Acquirer failing to meet its obligations under the contract referred to in clause 26.2(b)(i).

26.3	IT Release

(a)	If the User:

(i)	has a contract for IT Service in respect of which there is an Excluded Point; and

(ii)	wishes to Release the right to access the whole or any part of the Maximum Capacity of that Excluded Point to an Other User ('Marketable IT Parcel'), on the basis that the Service Provider will deal with, invoice, and accept payment from the Acquirer as if the Acquirer were the User in respect of that Marketable IT Parcel,

then the following conditions must first be satisfied:

(iii)	the Acquirer must have an existing contract for FT Service or IT Service with the Service Provider; and 

(iv)	not later than 0930 hours on the Day prior to the Day of the Release, the User must notify the Service Provider on the EBB in the form set out in Schedule 5 as to:

(A)	the amount of the Marketable IT Parcel that is to be the subject of the Release;

(B)	whether the Acquirer is to utilise the Marketable IT Parcel pursuant to a contract for IT Service or pursuant to a contract for FT Service (and, in the latter case, and where the Excluded Point is a Delivery Point, whether the Acquirer is to utilise the Marketable IT Parcel as if it was a Primary Capacity Quantity or a Secondary Capacity Quantity of the Acquirer at the Excluded Point);

(C)	the duration (or term) of the Release; and

(D)	the conditions on which the Release may be cancelled or terminated by the User or the Acquirer. 

(b)	If by 1030 hours before the Day of the Release, the Acquirer posts an acceptance of the Release on the EBB, then:

(i)	where the Acquirer is to utilise the Marketable IT Parcel pursuant to a contract for IT Service, the Excluded Point will be treated as if it was not an Excluded Point to the extent of the Marketable IT Parcel for the period referred to in clause 26.3(a)(iv)(C);

(ii)	where the Excluded Point is a Delivery Point and the Acquirer is to utilise the Marketable IT Parcel as if it was a Primary Capacity Quantity at the Excluded Point, then the Acquirer's existing contract for FT Service will be deemed, for the period referred to in clause 26.3(a)(iv)(C), to include the Excluded Point as a Primary Delivery Point as if the Marketable IT Parcel was a Primary Capacity Quantity at that point;

(iii)	where the Excluded Point is a Delivery Point and the Acquirer is to utilise the Marketable IT Parcel as if it was a Secondary Capacity Quantity at the Excluded Point, then the Acquirer's existing contract for FT Service will be deemed, for the period referred to in clause 26.3(a)(iv)(C), to include the Excluded Point as a Secondary Delivery Point as if the Marketable IT Parcel was a Secondary Capacity Quantity at that point;

(iv)	for the avoidance of doubt, in the circumstances described in clauses 26.3(b)(ii) and (iii), the Acquirer's MDQ will not increase;

(v)	the additional revenue received by the Service Provider from the Acquirer due to the circumstances described in clauses 26.3(b)(ii) and (iii), will, for the avoidance of doubt, not comprise part of the IT Revenue referred to in clause 5.3(b); and

(vi)	the User will be deemed to have agreed to indemnify the Service Provider from and against any losses, costs, damages and expenses that the Service Provider may suffer or incur as a result of the Acquirer failing to meet its obligations to the Service Provider in respect of the Acquirer's utilisation of the Marketable IT Parcel.

26.4	Conditions on Releases

Nothing in clauses 26.2 and 26.3 will prevent or restrict the Service Provider from imposing other conditions on the terms on which a Release may be cancelled or terminated, if those conditions are reasonable on commercial and/or technical grounds.

26.5	Posting of Marketable Parcels

The Service Provider will post on the EBB a register of Marketable Parcels notified to it pursuant to the Code by the User and by Other Users.

26.6	Change of Delivery Points

If the User wishes to change a Primary Delivery Point from one specified in the Agreement ('Existing Point') to another existing Delivery Point ('New Point'), then:

(a)	if the sum of the existing Primary Capacity Quantities at the New Point is less than the Maximum Capacity of the New Point, and the Available Capacity at the New Point is equal to or greater than the Primary Capacity Quantity of the User at the Existing Point, the User will be entitled to have the New Point substituted for the Existing Point in the Agreement; but

(b)	otherwise, the provisions of clause 10 will apply.

27.	ELECTRONIC BULLETIN BOARD

27.1	Establishment of EBB

(a)	Subject to clause 27.1(b):

(i)	the Service Provider will establish and maintain an electronic bulletin board ('EBB') for the purposes described in this Access Arrangement (and for such other purposes as are notified by the Service Provider from time to time); and

(ii)	the forms to be completed and posted on the EBB for the current purposes referred to in clause 27.1(a) are set out in Schedule 5.  The Service Provider may amend the format and/or content of any of the forms from time to time as it considers appropriate.

(b)	Despite anything to the contrary contained in this Access Arrangement:

(i)	the Service Provider may delay the establishment of the EBB until such time as it considers it to be warranted; and

(ii)	until such time as the EBB is established:

(A)	all relevant forms referred to in clause 27.1(a)(ii) must be completed by, and sent by facsimile to, the relevant person;

(B)	all references in this Access Arrangement to communications or notifications being posted on the EBB, will be read and construed as being made by facsimile;

(C)	the User must, at all times, monitor its facsimile machine for the receipt of facsimiles;

(D)	all documents that are not of an operational nature or relevant to, or required for, the day to day provision of the Specified Service, will be made available in hard copy; and

(E)	clauses 27.2, 27.3, 27.4, 27.5 and 27.6 will not apply.

27.2	Information and Access

(a)	A person may obtain information concerning the EBB by contacting the Service Provider.

(b)	Access to the EBB will be provided on an interactive, non-discriminatory, timely basis only to the following persons:

(i)	the User and Other Users that have a current contract for Services with the Service Provider; and

(ii)	 a person that has:

(A)	executed an EBB System Agreement in a form required by the Service Provider; 

(B)	been assigned an EBB  User ID and password by the Service Provider; and 

(C)	paid the EBB User Charge,

		each of such persons being an 'EBB User'.

27.3	EBB User Obligations

(a)	In addition to any other obligations of the EBB User (express and implied) in this Access Arrangement, the EBB User must:

(i)	abide by such rules for the use of the EBB as are published by the Service Provider from time to time;

(ii)	confine its use of the EBB to purposes necessary to meet its obligations, and to exercise its rights, under its own contract(s) for Services; 

(iii)	only seek access on the EBB to information that is either:

(A)	specific to the EBB User; or

(B)	relevant to all EBB Users;

(iv)	not, and not attempt to;

(A)	corrupt; or

(B)	interfere with, 

the operation of the EBB; and

(v)	implement appropriate security procedures in relation to:

(A)	the EBB User ID and password assigned to it by the Service Provider; and

(B)	its access to the EBB,

to prevent unauthorised access to its information or to the EBB.

(b)	The EBB User acknowledges and agrees that:

(i)	the Service Provider would incur significant costs, expenses and inconvenience if the EBB User were to breach any of the obligations referred to in clause 27.3(a); and

(ii)	accordingly:

(A)	the EBB User will indemnify the Service Provider from and against all losses (including direct, indirect and consequential losses), costs, damages, expenses and penalties that may be suffered or incurred by the Service Provider as a result of, or in connection with, any breach of any of those obligations; and

(B)	the Service Provider may terminate the EBB User's contract for Services or EBB System Agreement (as the case may be) by giving written notice to the EBB User.

27.4	Procedures to Back-Up, Archive and Retrieve Data

(a)	After the end of each Month, the Service Provider will remove all completed transactions from the EBB for the preceding Month, but notices still current at that time will not be removed.

(b)	Subject to any additional statutory, regulatory or contractual record retention requirements, the Service Provider will retain (for 24 Months for audit purposes) daily back-up files of the data displayed on the EBB.   

(c)	The Service Provider will, upon receipt of a request on the EBB from an EBB  User:

(i)	provide to the EBB  User, in electronic form and in return for the EBB Public Data Charge, a copy of any data retained by the Service Provider pursuant to clause 27.4(a) excluding any data which is, or which the Service Provider considers to be, confidential or commercially sensitive; or 

(ii)	permit the EBB  User to view at the Service Provider's nominated office, and in return for the EBB Proprietary Data Charge, the data retained by the Service Provider pursuant to clause 27.4(a) which relates solely to that EBB  User.

(d)	The Service Provider will not be responsible for, and the EBB  User will indemnify and hold the Service Provider harmless from and against, any losses, costs, damages and expenses suffered or incurred by the Service Provider arising out of any claim by any person in relation to the use of the EBB or any communications related to the EBB, provided that the Service Provider will not be indemnified to the extent that such losses, costs, damages and expenses result from its own negligence or default in complying with its contractual obligations.   

27.5	EBB not Operational

If at any time the EBB is not operating or fails to function properly, then all notices, notifications, requests, consents and other communications (including operating protocols) that are required to be given during the period of failure must be given by facsimile.

27.6	Monitoring of EBB

Each EBB  User will be solely responsible for monitoring the EBB for information relating to or affecting that EBB  User.

28.	RECEIPT AND DELIVERY POINTS

28.1	Receipt Points

(a)	All equipment at a Receipt Point will be operated and maintained at the User's cost by the Service Provider. 

(b)	Any equipment at a Receipt Point that is not owned  by the Service Provider must be made available by the User to the Service Provider at no cost for use by the Service Provider as if it were its property.

(c)	The User must ensure that all equipment at a Receipt Point which is not owned by the Service Provider is designed and constructed in accordance with Schedule 8.  

(d)	The equipment at a Receipt Point, irrespective of ownership, must at all times comply with the specifications and other technical requirements for Receipt Points set out in Schedule 8 so as to record continuously the volume and the energy flow rate and all measurements used in their computation.

(e)	A Receipt Point must have an emergency shutdown valve, flow control valve with pressure control override, and equipment for metering, quality measurement, pressure control, isolation, protection and cleaning, and for making available metering data for instantaneous transmission to the Pipeline System's control centre with SCADA and communications protocols acceptable to the Service Provider, and any other equipment for the safe and reliable receipt of Gas in accordance with the Agreement.

(f)	Despite anything to the contrary contained in the Agreement, if Gas has not been supplied at a Receipt Point during any period of 12 consecutive Months, the Service Provider may, upon giving not less than 180 Days notice to the User (if affected) and all affected Other Users, cease to make use of that Receipt Point for the provision of Services.

28.2	Delivery Points

(a)	All equipment at a Delivery Point will be operated and maintained by the Service Provider.

(b)	Any equipment at a Delivery Point which is not owned by the Service Provider must be made available by the User to the Service Provider at no cost for use by the Service Provider as if it were its property.

(c)	The User must ensure that all equipment at a Delivery Point which is not owned  by the Service Provider is designed and constructed in accordance with Schedule 8. 

(d)	The equipment at each existing and new Delivery Point, irrespective of ownership, must at all times comply with the specifications and other technical requirements for Delivery Points set out in Schedule 8 so as to record continuously the volume and the energy flow rate and all measurements used in their computation.

(e)	A Delivery Point must have an emergency shutdown valve, flow control valve with pressure control override, and equipment for metering, quality measurement, pressure control, isolation, protection and cleaning, and for making available metering data for instantaneous transmission to the Pipeline System's control centre with SCADA and communications protocols acceptable to the Service Provider, and any other equipment for the safe and reliable delivery of Gas in accordance with the Agreement.

(f)	Despite anything to the contrary contained in the Agreement, if delivery of Gas has not been taken at a Primary Delivery Point by a person having a contract for FT Service during any period of 12 consecutive Months:

(i)	the Service Provider may, upon giving not less than 180 Days notice to the User (if affected) and all affected Other Users, cease to make use of that Delivery Point for the provision of Services; and

(ii)	in that event, where the User or an Other User has a contract for FT Service:

(A)	that contract will be amended by deleting the reference to there being a Primary Capacity Quantity at that Delivery Point; and

(B)	the User must transfer, pursuant to clause 26.6, the amount of the Primary Capacity Quantity at that Delivery Point so that it becomes, or increases, one or more Primary Capacity Quantities at one or more Delivery Points.

28.3	Approval by Regulator

Any material amendments to any of the specifications or other technical requirements referred to in clauses 28.1 and 28.2, will be submitted to the Regulator for approval as if they were a revision of the Access Arrangement submitted pursuant to section 2.28 of the Code.

28.4	Distribution System Operator

The Service Provider may share metering equipment and exchange metering data with the operator of any distribution pipeline system that directly connects with the Pipeline System.

29.	MEASUREMENT AT RECEIPT AND DELIVERY POINTS

The quantity and quality of Gas at each Receipt Point and each Delivery Point will be measured in accordance with Schedule 9.

30.	CHARGES

30.1	Obligation to Pay

The User must pay the charges set out in the Tariff Schedule, in the manner and at the times set out in the Tariff Schedule, that relate to the Specified Service in accordance with the Agreement. 

30.2	CPI Adjustment

On each 1 January (commencing in 2000) all of the charges set out in the Tariff Schedule will be adjusted by 95% of the variation (expressed as a percentage) in the CPI for the 12 month period ending on the previous 30 September.

30.3	Alteration of CPI

If there is any suspension or discontinuance of the CPI or if its method of calculation is materially altered, then an index which reflects movements in the cost of living in all of the capital cities of Australia will be substituted by the Service Provider.

30.4	Imposts

(a)	If, during a Month:

(i)	any new Impost arises; or 

(ii)	there is an increase in the amount of an existing Impost,

then:

(iii)	if the Impost affects the amounts required to be paid directly or indirectly by the Service Provider in relation to the provision of the Specified Service, the User must pay to the Service Provider in that Month the full amount of that Impost; and 

(iv)	in any other case, the User must pay to the Service Provider in that Month, the User's share of that Impost.

(b)	For the purpose of clause 30.4(a)(iv), the User's share of an Impost will be determined on the basis of the proportion that the deliveries of Gas to the User during the relevant Month bears to the aggregate deliveries of Gas to the 
User and all Other Users during that Month.

31.	INVOICING

31.1	Rendering of Invoices 

By the 7th Day of each Month, the Service Provider will provide in writing or by electronic means to the User an invoice specifying the amounts due for the Specified Service supplied to the User in the preceding Month and all other amounts payable for that Month under the Agreement ('Invoice').  Any failure to provide an Invoice within this period is not a waiver of the User's obligation to pay.

31.2	Content of Invoice 

Each Invoice will be accompanied by a Gas balance report showing for the preceding Month:

(a)	on a daily basis:

(i)	the Actual Receipts at each Receipt Point; 

(ii)	the Actual Deliveries at each  Delivery Point;

(iii)	the Retention Allowance;

(iv)	the Imbalance;

(v)	the Imbalance Correction Quantity;

(vi)	the Excess Imbalance (if any); 

(vii)	the Scheduled Quantities; and

(viii)	the Zone Variation (if any); and

(b)	such other User specific information or records as the User may reasonably require to verify the amounts payable (or receivable) pursuant to that Invoice.

31.3	Estimated Information 

If actual information necessary for invoicing is unavailable in sufficient time to permit the use of that information in the preparation of an Invoice, the Service Provider may use estimated information for that purpose having regard to previous Months.  When the actual information becomes available, the next Invoice rendered by the Service Provider will be adjusted to reflect the difference between the actual and estimated information (even though that information relates to an earlier Invoice). No interest is payable on any such adjustment.

31.4	Sequence of Gas Flow

The sequence in which Gas is received on a Day for the purposes of rendering an Invoice will be as set out in clause 18.9.

32.	PAYMENT

32.1	Payment by User  

The User will pay each Invoice by direct payment to a bank account nominated by the Service Provider by the later of the 14th Day of the Month or 7 Days after receipt from the Service Provider.

32.2	User's Dispute  

If the User disputes part or all of an Invoice:

(a)	the User must, within 4 Days after receipt of the Invoice, notify the Service Provider in writing specifying the amount in dispute and the reasons for the dispute; and

(b)	each Party will: 

(i)	appoint an officer to meet with the other Party's officer to try to resolve the dispute; or 

(ii)	refer the matter to an Independent Expert for determination in accordance with clause 37 if the appointed officers fail to resolve the dispute within 5 Business Days after their meeting.

32.3	Payment in Absence of Manifest Error 

Despite clause 32.2, the User must, in the absence of manifest error, pay the full amount of any disputed Invoice in accordance with clause 32.1.

32.4	Interest on Disputed or Incorrect Amount

If, as a result of the resolution of:

(a)	a dispute of the nature described in clause 32.2; or

(b)	an incorrect Invoice as described in clause 32.5,

either Party has an obligation to pay an amount to the other Party, then the amount must be paid within 14 Days after the Day of resolution together with interest on that amount calculated on a daily basis at the Interest Rate.

32.5	Incorrect Invoices

(a)	If the User:

(i)	has been overcharged or undercharged under the Agreement; and 

(ii)	has paid the Invoice(s) to which the overcharge(s) or undercharge(s) relate(s)

then, within 14 Days after the error has been discovered and the amount has either been agreed by the Parties or determined pursuant to clause 32.2, either:

(iii)	the Service Provider will repay to the User the amount of the overcharge (together with interest in accordance with clause 32.4); or, as the case may be;

(iv)	the User will pay to the Service Provider the amount of the undercharge (together with interest in accordance with clause 32.4).

(b)	A Party may not claim from the other any amount overcharged or undercharged if more than 18 Months have elapsed since the date of the Invoice in question.

32.6	Default Interest 

If either Party fails, without lawful excuse, to pay any amount due then that Party will pay interest on the overdue amount, calculated on a daily basis at the Interest Rate plus 2% per annum, from the due date until actual payment.

33.	ENTRY RIGHTS

33.1	Grant of Right of Entry 

Subject to clause 33.2, each Party grants to the other Party, and to the other Party's officers, employees, agents and contractors, a right of entry for any purposes contemplated by the Agreement to premises owned or controlled by it and upon which any  Receipt Point or Delivery Point is located ('Premises').

33.2	Notice and other Obligations of Party Seeking Entry

The Party seeking entry to Premises:

(a)	must give at least 24 hours notice to the other Party specifying the time of such proposed entry and the reason entry is required;

(b)	must take all reasonable steps to ensure that its officers, employees, agents and contractors who enter the Premises cause as little inconvenience as possible and observe at all times all safety and security procedures of the Party giving access; 

(c)	will be liable for all acts and omissions of its officers, employees, agents and contractors who enter the Premises except where such acts and omissions result from the negligence or default of the Party giving access; and

(d)	must bear its own costs of obtaining entry to the Premises.

33.3	Third Parties' Premises 

If any equipment to be owned by or relied upon by either Party for the purposes of the Agreement is, or will be, located on premises of a third party, then the Party owning or relying upon the equipment will use its best endeavours to secure for the other Party a right of entry (equivalent to that in clause 33.1) to the third party's premises.

34.	FORCE MAJEURE

34.1	Definition

(a)	For the purposes of the Agreement, 'Force Majeure' means any event or circumstance not within the control of a Party and which by the exercise of due diligence, that Party is not able to prevent or overcome, including (but not limited to) the following events or circumstances if they are beyond the control of that Party:

(i)	order of any court or the order, act, or omission or failure to act of any government or Governmental Agency and inability to obtain any necessary governmental consent or approval;

(ii)	failure or delay to secure specialised equipment and/or contractors; and

(iii)	accidents, freezing of pipelines, breakages of or accidents to plant, machinery, pipelines or associated equipment or the necessity to make repairs or alterations to plant, machinery, pipelines or associated equipment (except as could have been prevented by  routine scheduled maintenance).

(b)	The following will not constitute (directly or indirectly) events or circumstances of Force Majeure:

(i)	changes in market structure, operations or conditions for:

(A)	transportation, purchase or sale of Gas; or

(B)	any good or service manufactured or provided by the User;

(ii)	lack of, or reduction in, Gas reserves,  water supply or raw materials;

(iii)	commercial failure, expiration or termination for whatever reason of a contract;

(iv)	lack of funds; or

(v)	strikes or industrial disputes.

34.2	Non-Performance Excused

Subject to clauses 34.3 and 34.4, non-performance as a result of Force Majeure by a Party of any obligation will, during the time and to the extent that such performance is prevented, wholly or in part, by Force Majeure:

(a)	be excused; and

(b)	will not to that extent give rise to any liability to the other Party.

34.3	Notification and Diligence

A Party which is, by reason of Force Majeure, unable to perform any obligation must:

(a)	notify the other Party in writing as soon as possible giving:

(i)	particulars of the event or circumstance of Force Majeure (known at the time of giving notice) including the date of commencement of the event or circumstance and an estimate of the period of time required to enable it to resume full performance of its obligations; and

(ii)	where possible, the means proposed to be adopted to remedy or abate the Force Majeure;

(b)	use reasonable and prudent efforts to remedy or abate the Force Majeure as expeditiously as possible; and

(c)	resume performance as expeditiously as possible after the Force Majeure has abated to an extent which permits resumption of performance, and notify the other Party immediately when resumption of performance has occurred.

34.4	Consequence of Force Majeure

(a)	An event or circumstance of Force Majeure does not relieve either Party from its obligations to make payments of amounts then due in respect of Gas previously delivered. 

(b)	An event or circumstance of Force Majeure does not suspend or reduce the User's Obligation to pay any moneys payable under the Agreement (including, where the Agreement is for FT Service, the Capacity Charge). 

35.	LIABILITY AND INDEMNITY

35.1	Direct Losses

Subject to clauses 15.3(d), 18.4(e)(v), 18.5(l)(v), 19.5, 25.6, 26.2(b)(iii), 26.3(b)(vi), 27.3(b)(ii)(A), 27.4(d), 35.2 and 35.3, the liability of one Party to the other on any legal basis for breach of an obligation under the Agreement, will be limited to the Direct Losses that are caused by that breach.

35.2	Exception

Clause 35.1 does not limit the liability of a Party to pay an amount of money that is due to the other Party.

35.3	Limitation of Liability

The liability of the Service Provider to the User for a failure to provide the Specified Service under the Agreement is limited to the lesser of:

(a)	the Direct Losses actually incurred by the User as a result of the failure; and

(b)	the amount determined in accordance with the following formula:

2.5 x Gas Shortfall x C 

where:

'Gas Shortfall' means:

(i)	where the Service Provider's failure was confined to 1 Day (or less), the sum of the Final Nominated Delivery Quantities for that Day less the Actual Deliveries (if any) on that Day; but otherwise

(ii)	the sum of the Final Nominated Delivery Quantities for the first Day on which the failure occurred plus the MDQ for each successive Day on which the failure continued (less, in each case, the Actual Deliveries (if any) on the relevant Day); and

'C' means the Capacity Charge Rate,

but this clause 35.3 does not remove or reduce the User's obligation to pay the Capacity Charge in respect of the Gas Shortfall.

36.	DEFAULT AND TERMINATION

36.1	Default by User

An 'Event of Default' by the User occurs when the User:

(a)	suffers an Insolvency Event;

(b)	defaults in performance of a material obligation ('Default') and, where the Default is capable of being remedied, does not remedy the Default within a period of 21 Days from the date of a notice from the Service Provider requiring the Default to be remedied; or

(c)	fails to pay any amount due to the Service Provider and that amount, plus interest accrued at the Interest Rate plus 2% per annum, is still outstanding 7 Days after the date of a notice of demand from the Service Provider ('Payment Default').

36.2	Rights of Service Provider

If an Event of Default by the User occurs, the Service Provider may, at its discretion, take any one or more of the following actions:

(a)	suspend the Specified Service to the User and, if the Service Provider wishes to do so, provide access to a third party to that amount of the Capacity in the Pipeline System contracted to the User under the Agreement, until (as the case may be):

(i)	the Insolvency Event has been removed or rectified;

(ii)	the Default has been remedied; or

(iii)	the Payment Default has been remedied; and/or

(b)	terminate the Agreement.

36.3	Continuation of Payment Obligations

If the Service Provider elects to suspend the Specified Service under clause 36.2(a), the User will not be relieved of any of its obligations to make payments under the Agreement.

36.4	Default by Service Provider

The User may terminate the Agreement if the Service Provider:

(a)	defaults in providing the Specified Service to the User under the Agreement and does not remedy that default within 7 Days after the date of a notice from the User requiring that default to be remedied; or

(b)	otherwise defaults in performance of a material obligation and does not remedy that default within a period of 21 Days from the date of a notice from the User requiring the default to be remedied.

36.5	Termination of Agreement for IT Service

Where the Agreement is for IT Service, the User may, at any time after the expiration of 12 Months from the Commencement Date, terminate the Agreement by giving not less than 10 Business Days notice to the Service Provider.

36.6	Other Rights and Remedies

The rights and remedies described in clauses 36.2 and 36.4 are in addition to any other rights and remedies available to the Parties whether in law, in equity or otherwise.

36.7	Prior Rights

Termination of the Agreement will not prejudice the rights of either Party that have accrued prior to the date of termination.

37.	DISPUTE RESOLUTION AND INDEPENDENT EXPERTS

37.1	Dispute Resolution

(a)	If any dispute, controversy or claim ('Dispute') in relation to the Agreement arises between the Parties, each Party will appoint a senior manager or executive to meet in an attempt to resolve the Dispute.

(b)	The senior managers or executives will use their best endeavours to resolve the Dispute within a period of 20 Business Days.

(c)	If the Parties believe that it would be beneficial, and they agree, they may retain the non-binding mediation services of an agreed mediator.

(d)	If the Dispute remains unresolved at the end of the period referred to in clause 37.1(b), and the Dispute is a Technical Matter or a Financial Matter (as those expressions are defined in clause 37.2(a)), then either Party may require that the Dispute be determined by an independent expert ('Independent Expert') under clause 37.2.

37.2	Resolution of Technical and Financial Matters

(a)	Technical and Financial Matters

In this clause 37.2:

(i)	a 'Technical Matter' means a matter involving issues relating to the receipt, transportation and delivery of Gas under the Agreement which is  capable of determination by reference to engineering or scientific knowledge and practice; and

(ii)	a 'Financial Matter' means a matter involving financial calculations which is  capable of determination by audit or reference to financial or accounting records, knowledge or practice.

(b)	Appointment of Independent Expert

The Party wishing to have the Dispute determined by an Independent Expert will give written notice to that effect to the other Party specifying the nature of the Dispute.  The Parties will meet and use all reasonable endeavours to agree upon the identity of the Independent Expert, but if they are unable to agree within 20 Business Days of the notice, then either Party may refer the matter:

(i)	if it is a Technical Matter, to the President for the time being of the Institution of Engineers, Australia; 

(ii)	if it is a Financial Matter, to the President for the time being of the Institute of Chartered Accountants in Australia; or

(iii)	in either case, if the relevant body referred to in clause 37.2(b)(i) or clause 37.2(b)(ii) no longer exists, then to the President for the time being of such successor body or association as is then performing the function formerly carried out by the relevant body, 

who will nominate a suitably qualified person to act as the Independent Expert to determine the Dispute.

(c)	Expert not an Arbitrator 

The Independent Expert appointed under clause 37.2(b) will:  

(i)	act  as  an  expert  and not  as  an arbitrator; 

(ii)	will have no interest or duty which conflicts, or which may conflict, with his or her function as the Independent Expert; 

(iii)	will not be a former or current employee or representative of the User or the Service Provider or of a Related Body Corporate of either of them; and 

(iv)	must disclose fully to the Parties, before being appointed as the Independent Expert, any interest or duty which may conflict with his or her position.

(d)	Representation  and Evidence

Each Party: 

(i)	may be legally represented at any hearing before the Independent Expert; 

(ii)	will be entitled to produce to the Independent Expert any materials or evidence which that Party believes is relevant to the Dispute; and

(iii)	will make available to the Independent Expert all materials requested by him or her and all other materials which are relevant to his or her determination.  

(e)	Rules of Evidence

The Independent Expert will not be bound by the rules of evidence.  

(f)	Confidentiality

Subject to any privileges under law, unless otherwise agreed by the Parties, all material and evidence made available for the purposes of the determination will be kept confidential.

(g)	Powers

The Independent Expert will have the power to inform himself or herself independently as to the facts to which the Dispute relates and to take such measures as he or she thinks fit to expedite the determination of the Dispute.

(h)	Determination

The Independent Expert will make a determination on the Dispute and will determine what, if any, adjustments may be necessary between the Parties.  The determination of the Independent Expert will be final and binding upon the Parties.

(i)	Costs

The costs in relation to a determination by the Independent Expert will be dealt with as follows: 

(i)	the remuneration of the Independent Expert will, unless the Parties otherwise agree before the reference of the Dispute to the Independent Expert, or if there is a disagreement over the amount of that remuneration, be finally determined by the President for the time being of the appropriate body referred to in clause 37.2(b);

(ii)	unless the Parties otherwise agree, the Independent Expert will determine which Party will bear the costs of the determination and in what proportion, having regard to the degree to which he or she considers that Party was at fault or unreasonable in failing to agree to the matter under reference, and that Party will bear those costs accordingly; and

(iii)	the Service Provider and the User will bear their own costs incurred in the preparation and presentation of any submissions or evidence to the Independent Expert.

38.	ASSIGNMENT

38.1	Assignment by the Service Provider

(a)	The Service Provider may, without the consent of the User, assign the whole or any part of its rights under the Agreement to: 

(i)	any Related Body Corporate (provided that Related Body Corporate executes a deed of covenant in favour of the User agreeing to be bound by the Agreement); or

(ii)	any purchaser or transferee of an interest in the Pipeline System.

(b)	Where the Service Provider has made an assignment under clause 38.1(a),  the Service Provider will be released from its obligations under the Agreement (other than accrued obligations) to the extent of the assignment and from the date of assignment.

38.2	Assignment by the User

(a)	The User may assign all of its rights under the Agreement, or an undivided interest in all of its rights under the Agreement, in each case with the prior written consent of the Service Provider (which consent will not be unreasonably withheld).

(b)	Without limiting the generality of clause 38.2(a), the Service Provider will be entitled to withhold its consent if:

(i)	the User is in default of the Agreement (and the default has not been waived by the Service Provider); or

(ii)	the assignee does not meet the Creditworthiness Criteria.

(c)	An assignment by the User will be conditional upon, and will not be binding until, the assignee has:

(i)	executed a deed of covenant in favour of the Service Provider in a form required by the Service Provider, agreeing to be bound by the Agreement; and

(ii)	paid  the Application Fee to the Service Provider.

(d)	Where the User has made an assignment under clause 38.2(a), the User will be released from its obligations under the Agreement (other than accrued obligations) to the extent of the assignment and from the date of assignment.

38.3	Change of Control of the User

(a)	A change in the persons who beneficially own or control more than 50% of the User's voting shares will require the written consent of the Service Provider (which consent will not be unreasonably withheld).

(b)	Without limiting the generality of clause 38.3(a), the Service Provider will be entitled to withhold its consent if the User would not, after the change of control, meet the Creditworthiness Criteria.

38.4	Agreement as Security

(a)	The User may charge or mortgage its interest under the Agreement provided that the chargee or mortgagee acknowledges in writing in a form satisfactory to the Service Provider that upon realisation of the charge or mortgage the chargee or mortgagee will be bound by the terms of the Agreement.

(b)	Nothing in the Agreement prevents or restricts the Service Provider's rights to charge or mortgage its interest in the Agreement.

38.5	Delegation of Functions by the Service Provider

The Service Provider may delegate to one or more third parties which are technically competent and reputable, the performance of any or all of its obligations under the Agreement but will remain responsible for the performance of those obligations.

39.	CONFIDENTIALITY

39.1	Confidential Information

Except as provided in clause 39.2, and subject to clause 39.3:

(a)	all data and information that is received by the Service Provider from the User pursuant to the Agreement that is specific to the User's activities as a customer of the Service Provider and is likely to be commercially sensitive (including the User's nominations at Receipt Points and Delivery Points but excluding data and information required by the Service Provider for inclusion in updates of Attachments C and D of Schedule 1)); and

(b)	all data and information that is received by the User from the Service Provider pursuant to the Agreement,  

('Confidential Information'), is and must remain confidential and not be disclosed by the receiving Party ('Recipient') to any other person for any purpose except:

(c)	with the prior written consent of the other Party ('Disclosing Party'); or

(d)	in the following circumstances and upon the following conditions:

(i)	to the extent required by applicable laws or by regulations of any government or Governmental Agency having jurisdiction over the Recipient;

(ii)	to the extent required by any securities commission having jurisdiction over the Recipient, or by the rules of any stock exchange on which are listed the shares in the capital of the Recipient or a Related Body Corporate of the Recipient;

(iii)	to the extent that the information is at that time generally available to the public, otherwise than as a result of a breach of the Agreement;

(iv)	to any Related Body Corporate of  the Recipient provided such disclosure is for the purposes of the Agreement;

(v)	to a bank or other financial institution in connection with the organisation of the Recipient's financial affairs;

(vi)	to a proposed assignee of the Agreement; or

(vii)	to the employees, directors, consultants, contractors, lawyers, accountants and auditors of the Recipient for the purposes of the Agreement and the transactions contemplated by the Agreement.

39.2	Obligations

The Recipient must, prior to making any disclosure to a person as permitted by paragraphs (iv), (v) and (vi), and to any contractor or consultant permitted by paragraph (vii), of clause 39.1, require any person to whom it intends to make the disclosure to enter into a written undertaking in favour of, and in a form acceptable to, the Disclosing Party and the Recipient, to keep the Confidential Information to be disclosed confidential in accordance with clause 39.1.

39.3	Acknowledgements

Despite clause 39.1, the User acknowledges and agrees that:

(a)	the Service Provider may disclose measurement data (where pertinent) to the operator of any distribution pipeline system that directly connects with the Pipeline System; and

(b)	despite the security precautions taken by the Service Provider, it may be that a person is able to obtain access to Confidential Information that is posted from time to time on the EBB.

40.	ACCESS TO INFORMATION

40.1	No Access

Subject to clause 40.2, the User will have no right to be provided with any information that relates in any way to:

(a)	any employee, agent, contractor or consultant of the Service Provider; or 

(b)	any supplier of goods or services to the Service Provider.

40.2	Exceptions

The Service Provider will provide to the User:

(a)	the name and contact details of any person appointed by the Service Provider pursuant to clause 32.2(b)(i) or clause 37.1(a); and

(b)	the name and contact details of, and such other information as the Service Provider considers relevant in relation to, any person to whom obligations are delegated under clause 38.5.

41.	NOTICES

41.1	EBB 

(a)	Subject to clauses 41.1(b) and (c), it is intended that each notice, notification, consent, request and other communication ('Notice') between the Parties will be given or made on the EBB.

(b)	Clause 41.1(a) does not apply in relation to any clause (including clauses 11.3, 23.2(a), 34.3, 36, 37, 38, 39 and 42.1) which requires there to be a written Notice.

(c)	If at any time the EBB fails to function properly, then each Notice (other than those referred to in clause 41.1(b)) that is required to be given during the period of failure must be given and confirmed by telephone and/or facsimile.

41.2	Written Notices

Where a Notice is required to be given in writing it will be considered as having been given if delivered:

(a)	personally;

(b)	by facsimile; or 

(c)	by mail with all postage and charges prepaid,

to either Party (as the case may be) at the address or facsimile number specified in clause 41.5.

41.3	Timing - Notices by Facsimile 

Any Notice sent by facsimile will be taken to have been received on the date of dispatch if a transmission report from the sending facsimile machine indicates that the facsimile was received in its entirety at the facsimile number of the addressee.  For a Notice sent by facsimile after 5.00pm in the place to which the notice is sent, the Notice will be taken to have been received on the next Business Day.

41.4	Timing - Notices by Mail

A Notice sent by mail will be taken to have been received on the third Business Day following the date of posting. 

41.5	Addresses 

The addresses for notices are:

(a)	in the case of the Service Provider, as follows (unless a different address is posted at any time on the EBB by the Service Provider for the purposes of this clause 41.5 in which case that address will prevail):

General Manager
Epic Energy South Australia Pty Ltd
25 Conyngham Street
GLENSIDE  SA  5065

Facsimile:  (08) 8372 2560
Telephone: (08) 8372 2500

(b)	in the case of the User, as set out in the Applicable Contract.

42.	MISCELLANEOUS 

42.1	Amendment

The Service Provider will promptly notify the User of any amendment of, or variation to, this Access Arrangement or the Tariff Schedule.

42.2	Entire Agreement

The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations and agreements in connection with its subject matter.

42.3	Waivers

(a)	Any failure or delay by either Party in exercising any of its rights under the Agreement will not operate as a waiver of its rights and will not prevent that Party from subsequently enforcing any right or treating any breach by the other Party as a repudiation of the Agreement.

(b)	No waiver by a Party of any of the provisions of the Agreement will be binding unless expressly made in writing.  Any waiver will relate only to the matter, non-compliance or breach to which it expressly relates and will not apply to any subsequent matter, non-compliance or breach.

42.4	Severance

Any part of the Agreement that is unenforceable may be severed from the Agreement and the remaining provisions of the Agreement will continue in full force and effect.

42.5	Governing Law

The Agreement will be construed in accordance with the laws of South Australia and the Parties submit to the jurisdiction of the courts of that State and agree to be bound by any decisions of those courts and any courts having jurisdiction to hear appeals from those courts.

42.6	Costs and Stamp Duty

(a)	Each Party will bear its own costs in connection with the preparation, execution and delivery of the Agreement.

(b)	The User will pay all stamp duty payable on or in respect of the Agreement.

42.7	Further Assurances

Each Party will sign all such documents and do and procure to be done all such acts and things as may be necessary or desirable from time to time to give full effect to the Agreement.

GLOSSARY AND RULES OF INTERPRETATION

43.	DEFINITIONS AND INTERPRETATION

43.1	Definitions

(a)	In this Access Arrangement, 'Access Arrangement Period', 'Bare Transfer', 'Capital Base', 'Contract Carriage Pipeline', 'Extensions/Expansions Policy', ‘Fixed Principle’, 'Incentive Mechanism', 'New Facilities Investment', 'Queuing Policy', 'Rebatable Service', 'Redundant Capital', 'Reference Service', 'Reference Tariff', 'Reference Tariff Policy', 'Services Policy' and 'Total Revenue' have the meanings given in the Code. 

(b)	In this Access Arrangement unless the context requires some other meaning:

'Access Arrangement' means this Access Arrangement (as varied from time to time pursuant to the Code);

'Access Arrangement Information' means the document issued by the Service Provider under that title (as varied from time to time pursuant to the Code);

'Access Dispute' means a dispute in relation to access to Services by a Prospective User which has been notified to the Regulator pursuant to the Code by the Prospective User or the Service Provider;

'Actual Deliveries' means, for a Day, the total quantity of Gas delivered to the User from the Pipeline System on that Day as determined in accordance with clause 22;

'Actual Receipts' means, for a Day, the total quantity of Gas received into the Pipeline System from the User on that Day as determined in accordance with clause 21; 

'Actual Capital Contribution' has the meaning given in clause 10.3(a)(vi)(B) or clause 10.4(j)(i), depending on the context;

'Actual Zone Deliveries' means, in relation to a Zone for a Day, the total quantity of Gas delivered to the User at Delivery Points within the Zone on that Day as determined in accordance with clause 22;

'Acquirer' has the meaning given in clause 26.2(a);

'AGA' means American Gas Association;

'Agreement' means the agreement between the User and the Service Provider constituted by  the Applicable Contract, the Tariff Schedule and the Access Arrangement;

'Applicable Contract' means the FT Service Contract or the IT Service Contract (as the case may be);

'Application Fee' means the charge bearing that description in respect of FT Service or (as the case may be) IT Service, set out in the Tariff Schedule;

'Authorised Variation' has the meaning given in clause 18.7(b);

'Available Capacity' means, at a point in time in relation to a Delivery Point, the lesser of:

(a)	the Spare Capacity; and

(b)	the Maximum Capacity of that Delivery Point less the sum of the Primary Capacity Quantities at that Delivery Point, at that time;

'Business Day' means the period from 8.00 am until 6.00 pm on a Day other than a Saturday, Sunday or public holiday in South Australia;

'Capacity' means the capacity of the Pipeline System or (if the context requires) a part of the Pipeline System to deliver, or (if the context requires) receive, Gas;

'Capacity Charge' means the charge bearing that description set out in the Tariff Schedule;

'Capacity Charge Rate' means the rate bearing that description set out in the Tariff Schedule (plus the Whyalla Lateral Surcharge, if applicable);

‘Capital Contribution’:

(a)	in relation to FT Service has the meaning given in clause 10.4(l); and

(b)	in relation to IT Service is to be calculated in accordance with clause 10.4(l)(ii), 

and is consistent with the meaning given in the Code to that expression;

‘Capital Cost Revaluation’ has the meaning given in the Access Arrangement Information;

'Code' means the National Third Party Access Code for Natural Gas Pipeline Systems as varied from time to time in accordance with the Gas Pipelines Access (South Australia) Law;

'Commencement Date' means 6.00am on the date for commencement of the relevant Specified Service set out in the Request for Service;

'Confirmed Quantities' means, for a Day at a Receipt Point, the User's Confirmed Quantity and each Other User's Confirmed Quantity for that Day at that Receipt Point;

'CPI' means the Consumer Price Index, All Groups, weighted average of the 8 capital cities of Australia published by the Australian Bureau of Statistics, or such other index as may be substituted by the Service Provider under clause 30.3;

'Creditworthiness Criteria' has the meaning given in clause 9.1;

'Curtailment Notice' has the meaning given in clause 24.1(b);

'Day' means:

(a)	subject to paragraph (b), a period during the Term, beginning at 6.00 am (in Adelaide) on one day and ending at 6.00 am  (in Adelaide) on the following day; or

(b)	if at any time during the Term a uniform period of time for a Gas Day is introduced into the Australian Gas industry, that uniform period of time;

'Default Charge Rate' means the rate referred to in clause 24.4;

'Delivery Point' means  a point of exit from the Pipeline System; 

'Direct Losses' means, in relation to a Party, the actual losses or damages sustained by the Party that arise in the usual course but not any special, indirect, consequential or incidental losses or damages (whether or not they were or ought to have been foreseen or known by the other Party) including, but not limited to, loss of business opportunity, business interruption or lost profits, or punitive or exemplary damages;

'EBB' or 'Electronic Bulletin Board' has the meaning given in clause 27.1;

'EBB Proprietary Data Charge' means the charge bearing that description set out in the Tariff Schedule;

'EBB Public Data Charge' means the charge bearing that description set out in the Tariff Schedule;

'EBB System Agreement' has the meaning given in clause 27.2(b) (and, at the Lodgment Date, is in the form set out in Schedule 5);

'EBB  User' has the meaning given in clause 27.2(b);

'EBB User Charge' means the charge bearing that description set out in the Tariff Schedule;

'Estimated Capital Contribution' has the meaning given in clause 10.3(a)(iv) or clause 10.4(g)(i)(B), depending on the context;

'Excess Imbalance' has the meaning given in clause 19.3;

'Excess Imbalance Charge' means the charge referred to in clause 19.3;

'Excess Imbalance Charge Rate' means the rate referred to in clause 19.3;

'Excluded Point' has the meaning given in clause 10.3(i);

'Existing Transportation Agreements' means those contracts for Services in existence as at the Lodgment Date;

'Final Nominated Delivery Quantity' means, in respect of a Delivery Point on a Day:

(a)	where the Agreement is for FT Service, and depending on the circumstances - the quantity referred to in clause 18.4(b)(i), clause 18.4(c)(ii) or clause 18.4(d)(i); and

(b)	where the Agreement is for IT Service, and depending on the context - the quantity referred to in clause 18.5(i)(i), clause 18.5(j)(ii) or clause 18.5(k)(i),

for that Delivery Point for that Day;

'Final Nominated Receipt Quantity' means, on a Day:

(a)	where the Agreement is for FT Service, and depending on the context - the quantity referred to in clause 18.4(b)(i), clause 18.4(c)(i) or clause 18.4(d)(i); and

(b)	where the Agreement is for IT Service, depending on the context - the quantity referred to in clause 18.5(i)(i), clause 18.5(j)(i) or clause 18.5(k)(i),

for that Day;

'Force Majeure' has the meaning given in clause 34.1(a);

'FT Commodity Charge Rate' means the charge bearing that description set out in the Tariff Schedule;

'FT Request' means a complete Request for Service for FT Service;

'FT Revenue' has the meaning given in clause 5.3(b);

'FT Service' has the meaning given in clause  4.2(c);

'FT Service Contract' means the  contract for provision by the Service Provider of FT Service which, at the Lodgment Date, is in the form set out in Schedule 6;

'Gas' means any hydrocarbons in a gaseous state and any mixture of one or more hydrocarbons in a gaseous state which may contain other gases (including the residue resulting from the treatment or processing of natural gas);

'Gas Specification' means the Gas specification set out in Schedule 3;

'GJ' means gigajoule;

'Governmental Agency' means any government department or any statutory, public, municipal, local or other authority (other than the User) charged with the responsibility for administering any relevant legislation, regulation, ordinance or by‑law;

'Imbalance' means, for a Day, the difference between the Actual Receipts (less the Retention Allowance plus the amount of the Imbalance Correction Quantity) and the Actual Deliveries on that Day, and can be a positive or a negative number;

'Imbalance Correction Quantity' means, for a Day, the quantity of Gas (if any) which has been posted by the Service Provider on the EBB, and which is required to be corrected, under clause 19.2;

'Impost' means any tax (excluding income tax but including any goods and services tax or value added tax), duty, excise, levy, royalty, fee, rate or other charge imposed by any government or Governmental Agency on, or in respect, of the Pipeline System (or any part(s) of it), the operation of the Pipeline System, the provision of the Specified Service under the Agreement or any of the charges payable under the Agreement;

'Independent Expert' has the meaning given in clause 37.1(d);

'Initial Nominated Delivery Quantity' means, in respect of a Delivery Point on a Day:

(a)	where the Agreement is for FT Service - the quantity referred to in clause 18.3(f)(ii); and

(b)	where the Agreement is for IT Service - the quantity referred to in clause 18.5(g)(i),

for that Delivery Point for that Day;

'Initial Nominated Receipt Quantity' means, on a Day:

(a)	where the Agreement is for FT Service - the quantity referred to in clause 18.3(f)(iii); and

(b)	where the Agreement is for IT Service - the quantity referred to in clause 18.5(g)(ii),

for that Day;

'Insolvency Event' means in relation to any person:

(a)	(receiver appointed) a receiver, receiver and manager, administrator, trustee or similar official is appointed over the whole or a substantial part of the assets or undertaking of the person and is not removed within 30 Days of appointment;

(b)	(payments suspended) the person suspends payment of its debts generally;

(c)	(unable to pay) the person is insolvent within the meaning of the Corporations Law;

(d)	(arrangements with creditors) the person enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

(e)	(winding up) an application (other than a vexatious application) or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator to, the person or a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the person otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the other party and, in the case of an application, the application is not withdrawn or dismissed within 30 Days; or

(f)	(administrator) an administrator is appointed under Division 2 of Part 5.3A of the Corporations Law and, except in the case of an appointment by the person or its directors, is not withdrawn or removed within 14 Days;

'Interest Rate' means corporate overdraft reference rate for overdrafts of greater than $100,000 (monthly charging cycle) applied from time to time by the Commonwealth Bank of Australia;

'Invoice' has the meaning given in clause 31.1;

'IT Commodity Charge Rate' means the charge bearing that description set out in the Tariff Schedule;

'IT Request' means a complete Request for Service for IT Service;

'IT Revenue' has the meaning given in clause 5.3(b);

'IT Service' has the meaning given in clause  4.3(c);

'IT Service Contract' means the  contract for provision by the Service Provider of IT Service which, at the Lodgment Date, is in the form set out in Schedule 7;

'kPa' means kilopascal;

'Licence' has the meaning given in clause 2.1;

'Line Pack' means the Gas in the Pipeline System at a point in time;

'Lodgment Date' means the date upon which this Access Arrangement was submitted to the Regulator for approval pursuant to the Code;

'MAOP' or 'Maximum Allowable Operating Pressure' means 7,322 kPa or such other maximum pressure that may be approved or required pursuant to the Licence (as amended from time to time);

'Marketable FT Parcel' has the meaning given in clause 26.2(a);

'Marketable IT Parcel' has the meaning given in clause 26.3(a);

'Marketable Parcel' means, depending on the context, a Marketable FT Parcel or a Marketable IT Parcel.  Where the term 'Marketable Parcel' is used in relation to an Other User, it has a corresponding meaning;

'Maximum Capacity' means in relation to a Delivery Point, the maximum quantity of Gas that can be delivered from that Delivery Point on a Day as determined by the Service Provider (which, at the Lodgment Date, is set out in Schedule 1 Attachment B);

'MDQ':

(a) 	means the maximum quantity of Gas (as specified in the Schedule to the FT Service Contract) that the User has contracted to have delivered in aggregate at the Delivery Points on any Day; and

(b)	is equal to the sum of the User's Primary Capacity Quantities.

Where the term 'MDQ' is used in relation to a contract for FT Service with an Other User, the term has a corresponding meaning.  Where the term 'MDQ' is used in relation to an Existing Transportation Agreement, it means the maximum quantity of Gas that the Other User is entitled to have delivered in aggregate at the Delivery Points on a Day under the terms of the Existing Transportation Agreement.  There is no MDQ where the Agreement is for IT Service;

'MHQ' or 'Maximum Hourly Quantity' means each of the limits specified in Schedule 2;

'Month' means the period beginning at 6.00am on the first day of a calendar month and ending at 6.00am on the first day of the next calendar month provided that, where the date of termination of the Agreement is other than the first day of a month, the final Month will be the period from 6.00am on the first day of the month in which the date of termination occurs to 6.00am on the date of termination;

'Net Available Capacity' means, for a Day in relation to a Delivery Point, the Maximum Capacity of that Delivery Point less the sum of all nominations to utilise Primary Capacity Quantities on that Day at that Delivery Point;

'New Facilities' means:

(a)	one or more new Receipt Points; and/or

(b)	one or more new Delivery Points; and/or

(c)	any extension to the Pipeline System; and/or

(d)	any expansion of Capacity; and/or

(e)	any expansion of the Maximum Capacity of an existing Delivery Point;

'Non-Specification Gas' means Gas that does not conform to the Gas Specification;

'Notice' has the meaning given in clause 41.1(a);

'Notified Capital Contribution' has the meaning given in clause 10.4(f);

'Notifying User' has the meaning given in clause 10.4(g)(i)(A);

'OFO' has the meaning given in clause 25.1;

'Other User' means a person (other than the User) to whom the Service Provider is providing, or (if the context requires) intends to provide, Services;

'Other User's Confirmed Quantity' means, for an Other User for a Day at a Receipt Point, the quantity of Gas confirmed by the Producers pursuant to the provision in that Other User's contract with the Service Provider that is equivalent to clause 18.2 or (as the case may be) clause 18.5(b) of this Access Arrangement;

'Other User's Imbalance' has the meaning given in the contract with the Other User and being equivalent in concept to 'Imbalance' as defined in this clause 43.1;

'Party' means either the Service Provider or the User; and 'Parties' means both the Service Provider and the User;

'Pipeline System' means the pipeline system described in clause 2 and Schedule 1;

'Primary Capacity Quantity' means that amount of the Capacity of a Delivery Point to deliver Gas on a Day that:

(a)	in the case of the User, is specified in the Schedule to the FT Service Contract; and

(b)	in the case of an Other User with a contract for FT Service, is specified in that contract; 

'Primary Delivery Point' means a Delivery Point in respect of which there is a Primary Capacity Quantity;

'Proceeding User' has the meaning given in clause 10.4(h);

'Producers' means the producers or suppliers of Gas with whom the User or (as the case may be) an Other User has entered into a Gas supply contract(s) under which Gas is to be delivered at a Receipt Point(s);

'Prospective User' means:

(a)	a person that wishes to contract for a Specified Service; and includes

(b)	the User, where the User wishes to contract for an additional Specified Service;

'reasonable and prudent' means, in relation to an undertaking, the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be exercised by a skilled and experienced person complying with recognised standards and applicable laws in the same type of undertaking under the same circumstances and conditions; and 'reasonably and prudently' has a corresponding meaning;

'Receipt Point' means a point of entry to the Pipeline System;

'Regulator' means the Australian Competition and Consumer Commission;

'Related Body Corporate' has the meaning given to that expression in the Corporations Law;

'Release' has the meaning given in clause 26.2(a);

'Remaining IT Capacity' has the meaning given in clause18.5(e)(ii)(B);

'Remaining Secondary Capacity' has the meaning given in clause 18.3(c);

'Retention Allowance' means, on a Day, the quantity of Gas determined in accordance with clause 17.3 or clause 17.4 (as the context requires).  Where the term 'Retention Allowance' is used in relation to an Other User, it has an equivalent meaning; 

'Retention Allowance Percentage' means, for a Day, the percentage calculated in accordance with clause 17.3(c);

'Request for Service' means an application for provision of the relevant Specified Service (in the form set out in Schedule 5) addressed to the Service Provider which, when executed by the User and delivered to the Service Provider, is an offer for the relevant Specified Service;

'Scheduled Delivery Quantity' means, for a Day, the quantity referred to in clause 18.6(b)(ii).  Where the expression 'Scheduled Delivery Quantity' is used in relation to an Other User it means, for a Day, that quantity of Gas scheduled for delivery on that Day to that Other User at a Delivery Point;

'Scheduled Quantities' has the meaning given in clause 18.6(b);

'Scheduled Receipt Quantity' means, for a Day, the quantity referred to in clause 18.6(b)(i).  Where the expression 'Scheduled Receipt Quantity' is used in relation to an Other User it means, for a Day, that quantity of Gas scheduled for supply on that Day at a Receipt Point by that Other User;

'Secondary Capacity Quantity' means in relation to a Delivery Point, that amount of the Capacity of the Delivery Point to deliver Gas on a Day that:

(a)	in the case of the User, is  the Maximum Capacity of that Delivery Point  less the User's Primary Capacity Quantity (if any) for that Delivery Point; and

(b)	in the case of an Other User with a Contract for FT Service, is the Maximum Capacity of that Delivery Point less the Other User's Primary Capacity Quantity (if any) for that Delivery Point; 

'Secondary Delivery Point' means a Delivery Point in respect of which there is Remaining Secondary Capacity on a Day;

'Service Provider' means Epic Energy South Australia Pty Ltd (ACN 068 599 815);

'Services' means Gas receipt, transportation and delivery services provided by means of the Pipeline System;

'Spare Capacity' means, at a point in time, the difference between the System Primary Capacity and the sum of the Primary Capacity Quantities at that point in time, and which could therefore be contracted for FT Service.  At the Lodgment Date, there is no Spare Capacity; 

'Specified Service' means FT Service or IT Service (as the case may be);

'Standard Conditions' means a temperature of 15oC and an absolute pressure of 101.325 kPa;

'System Primary Capacity' has the meaning given in clause 2.2;

'System Use Gas' means Gas reasonably and prudently required by the Service Provider for the purposes of operating and maintaining the Pipeline System (including compressor fuel, Gas lost, Gas vented and Gas unaccounted for) and for keeping the Line Pack at a level consistent with the efficient operation of the Pipeline System;

'Tariff Schedule' means the schedule of tariffs and charges for the provision by the Service Provider of Specified Services (as varied from time to time pursuant to the Code with the approval of the Regulator) which schedule, as at the Lodgment Date, is set out in Schedule 4;

'Term' means the period from and including the Commencement Date to the Termination Date of the Agreement;

'Termination Date' means 6.00am on the date for termination of the relevant Specified Service set out in the Request for Service;

'TJ' means terajoule;

'Total Revenue Requirement' has a meaning consistent with ‘Total Revenue’ in the Code;

'User' means the person specified as the User in the Request for Service; 

'User's Confirmed Quantity' means, for a Day at a Receipt Point, the quantity of Gas confirmed by the Producers pursuant to clause 18.2 or (as the case may be) clause 18.5(b) as having been supplied for the User at that Receipt Point on that Day;

'Whyalla Lateral' means the lateral to Port Pirie and Whyalla described in clause 2.1(c) and Schedule 1;

'Whyalla Lateral Surcharge' has the meaning given in clause 5.2(ix);

'Zone' means the Mainline Zone, Iron Triangle Zone or Barossa Zone each of which is more fully described in Schedule 1;

'Zone Variation' means, in relation to a Zone for a Day, the difference between the Actual Zone Deliveries and the sum of the Final Nominated Delivery Quantities for that Zone on that Day;

'Zone Variation Charge' means the charge referred to in clause 19.7; and

'Zone Variation Charge Rate' means the rate referred to in clause 19.7.

43.2	Interpretation

In the construction of  this Access Arrangement, unless the context requires otherwise:

(a)	a reference to a clause number or a schedule number is a reference to a clause or schedule of this Access Arrangement;

(b)	words indicating the singular number include the plural number and vice versa;

(c)	words indicating one gender include any other gender;

(d)	headings are for convenience only and do not affect interpretation;

(e)	words indicating persons include natural persons, bodies corporate and unincorporated associations;

(f)	a reference to any statutory law extends to and includes any modification of, or substitution for, that law;

(g)	a reference to any agreement is a reference to that agreement as amended, varied, novated or substituted from time to time;

(h)	references to dollars or $ are references to Australian dollars;

(i)	where the User comprises two or more persons, an obligation, representation or warranty of the User binds, or is given by, those persons jointly and severally; and

(j)	a reference to a time and date in connection with the performance of an obligation by a Party is a reference to the time and date in Adelaide, South Australia, even if the obligation is to be performed elsewhere.

43.3	Standards

Terminology used to describe units will, unless otherwise stated, be in accordance with Australian Standard AS1000 - 1979 'The International System of Units (SI System) and It's Application', the Commonwealth National Measurement Act 1960 and the regulations under that Act, Australian Standard AS1376 - 1973 'Conversion Factors' and the Australian Gas Association publication 'Metric Units and Conversion Factors for Use in the Australian Gas Industry'.

43.4	User

A reference to the supply by, or delivery to, the User of Gas means:

(a)	supply or delivery under the Agreement; and

(b)	includes supply by, or delivery to, a person on behalf of the User.

43.5	Quantities

References to supply at a Receipt Point or delivery at a Delivery Point are references to, unless the context otherwise requires, quantities so supplied or delivered under the Agreement.

43.6	Precedence of Documents

If there is any conflict, discrepancy, error or omission between the documents comprising the Agreement, then unless otherwise provided, the documents will rank in order of interpretative precedence as follows:

(a)	Access Arrangement; and 

(b)	Applicable Contract.

43.7	Conflicts between Applicable Contracts

If the User has an Agreement for FT Service and an Agreement for IT Service and there is any conflict, discrepancy, error or omission between them then, unless otherwise provided, the contracts will rank in order of interpretative precedence as follows:

(a)	Agreement for FT Service; and

(b)	Agreement for IT Service.

CONTENTS

Clause	Description	Page No
1.	COMMENCEMENT AND REVIEW	1
1.1	Commencement	1
1.2	Revisions Submission Date	1
1.3	Revisions Commencement Date	1

2.	PIPELINE SYSTEM	2
2.1	Description	2
2.2	Primary Capacity	2
2.3	Pipeline System Information	2

3.	CAPACITY MANAGEMENT POLICY	3

4.	SERVICES POLICY - SPECIFIED SERVICES	4
4.1	Specified Services	4
4.2	FT Service	4
4.3	IT Service	4
4.4	Availability of Specified Services	5

5.	REFERENCE TARIFF POLICY	6
5.1	Reference Tariff	6
5.2	Reference Tariff Policy	6
5.3	Incentive and Risk Sharing Mechanism	7

6.	FT SERVICE - REQUESTS FOR SERVICE AND EVALUATION	9
6.1	Application of Clause	9
6.2	Lodgment of Request for Service	9
6.3	Required Information and Payment	9
6.4	Incomplete or Deficient Request	10
6.5	Complete Request	10
6.6	Log	10
6.7	Notification by Service Provider	10

7.	IT SERVICE - REQUESTS FOR SERVICE AND EVALUATION	11
7.1	Application of Clause	11
7.2	Lodgment and Required Information	11
7.3	Incomplete or Deficient Request	11
7.4	Complete Request	11
7.5	Log	12

8.	CONTRACTING FOR IT SERVICE WHERE NEW FACILITIES ARE NOT REQUIRED	12
8.1	Obligations of Service Provider	12
8.2	Lapse of Request for Service	12
8.3	Execution by Service Provider	12

9.	CREDITWORTHINESS REQUIREMENTS	13
9.1	Application of Criteria	13
9.2	Provision of Information	13
9.3	Credit Checks and Evaluations	13
9.4	Creditworthiness Criteria	14
9.5	Service Provider's Discretion	14

10.	QUEUING POLICY AND EXTENSIONS/EXPANSIONS POLICY	14
10.1	Outline of Clause	14
10.2	Enrolment in a Queue – FT Service	15
10.3	Construction of New Facilities for a Single FT User or IT User	16
10.4	Annual Clearance of the Queue – FT Service	18
10.5	Limitations on Funding by Service Provider	22

11.	COMMENCEMENT, TERM AND EXTENSION	24
11.1	Commencement and Termination of Specified Service	24
11.2	Term	24
11.3	Extension of Term	24

12.	PRINCIPAL RECEIPT AND DELIVERY OBLIGATIONS OF USER	25
12.1	Receipt Point Quantity Obligations	25
12.2	Delivery Point Quantity Obligations	25
12.3	Hourly Limits	25
12.4	Receipt Point Pressure and Temperature	25
12.5	Odorisation	26

13.	PRINCIPAL RECEIPT AND DELIVERY OBLIGATIONS OF SERVICE PROVIDER	26
13.1	Receipt Point Quantity Obligations	26
13.2	Delivery Point Quantity Obligations	26
13.3	Delivery Point Pressure and Temperature	26

14.	RIGHTS OF SERVICE PROVIDER	26
14.1	Commingling of Gas	26
14.2	Processing	27
14.3	Operation of Pipeline System	27

15.	GAS QUALITY	27
15.1	Gas to Conform to Specification	27
15.2	National Standard	27
15.3	Supply of Non-Specification Gas by User	27
15.4	Quality at Delivery Points	28

16.	WARRANTY OF TITLE, CONTROL, POSSESSION AND RESPONSIBILITY	28
16.1	Warranty of Title	28
16.2	Control,  Possession,  Responsibility and Title of User	28
16.3	Custody, Control and Responsibility of Service Provider	28
16.4	Deemed Delivery of Gas	29
16.5	Line Pack	29

17.	RETENTION ALLOWANCE	29
17.1	Responsibility for System Use Gas	29
17.2	Supply of Retention Allowance	29
17.3	Retention Allowance for FT Service	29
17.4	Retention Allowance for IT Service	30

18.	FORECASTING, NOMINATING AND SCHEDULING OF SERVICE	30
18.1	Forecasts for FT Service	30
18.2	Confirmation of Prior Day's Receipts	30
18.3	Nominations for FT Service	30
18.4	FT Service Confirmations	32
18.5	IT Service - Indications, Notice of Availability, Nominations and Confirmations	34
18.6	Scheduling of Receipt and Delivery Quantities	36
18.7	Variation of Final Nominated Receipt Quantity	37
18.8	Forms and Notification	38
18.9	Sequence of Gas Flow	38

19.	IMBALANCE AND ZONE VARIATION	38
19.1	Obligation of User	38
19.2	Correction of Imbalance	38
19.3	Excess Imbalance Charge	39
19.4	Rights of Service Provider	39
19.5	Indemnity	39
19.6	Notification by Service Provider	39
19.7	Zone Variation Charge	40

20.	IMBALANCE TRADING	40
20.1	Right to Trade	40
20.2	Liability for Charges	40

21.	ALLOCATION OF RECEIPT POINT QUANTITIES	40
21.1	Sole User	40
21.2	Shared Receipt Point	41

22.	ALLOCATION OF DELIVERY POINT QUANTITIES	41
22.1	Sole User	41
22.2	Shared Delivery Point	41
22.3	Requirement for Metering and Exception to Requirement	42
22.4	Allocations for Unmetered Facilities	43
22.5	Allocations for Unmetered Facilities in Adelaide Metropolitan Area	44
22.6	Allocation Where Only Metered Facilities Exist	45

23.	PRIORITY OF SERVICE	46
23.1	Priority and Sequence	46
23.2	Variations to Priority and Sequence	47

24.	CURTAILMENT AND INTERRUPTION	47
24.1	Rights of Service Provider	47
24.2	Provision of Notice and Responsibility	47
24.3	Curtailment Compliance	48
24.4	Charge	48
24.5	No Liability	48
24.6	Emergencies, Pipeline Integrity, Etc	48

25.	OPERATIONAL FLOW ORDERS	49
25.1	Description and Contents of OFOs	49
25.2	Conditions Under Which an OFO may be Issued	49
25.3	Means of Issuing OFOs	50
25.4	Obligations of User	50
25.5	Payment of Charge by User	50
25.6	Indemnity	51

26.	TRADING POLICY	51
26.1	Bare Transfers	51
26.2	FT Capacity Release	51
26.3	IT Release	52
26.4	Conditions on Releases	53
26.5	Posting of Marketable Parcels	54
26.6	Change of Delivery Points	54

27.	ELECTRONIC BULLETIN BOARD	54
27.1	Establishment of EBB	54
27.2	Information and Access	55
27.3	EBB User Obligations	55
27.4	Procedures to Back-Up, Archive and Retrieve Data	56
27.5	EBB not Operational	57
27.6	Monitoring of EBB	57

28.	RECEIPT AND DELIVERY POINTS	57
28.1	Receipt Points	57
28.2	Delivery Points	57
28.3	Approval by Regulator	58
28.4	Distribution System Operator	58

29.	MEASUREMENT AT RECEIPT AND DELIVERY POINTS	59

30.	CHARGES	59
30.1	Obligation to Pay	59
30.2	CPI Adjustment	59
30.3	Alteration of CPI	59
30.4	Imposts	59

31.	INVOICING	60
31.1	Rendering of Invoices	60
31.2	Content of Invoice	60
31.3	Estimated Information	60
31.4	Sequence of Gas Flow	60

32.	PAYMENT	60
32.1	Payment by User	61
32.2	User's Dispute	61
32.3	Payment in Absence of Manifest Error	61
32.4	Interest on Disputed or Incorrect Amount	61
32.5	Incorrect Invoices	61
32.6	Default Interest	62

33.	ENTRY RIGHTS	62
33.1	Grant of Right of Entry	62
33.2	Notice and other Obligations of Party Seeking Entry	62
33.3	Third Parties' Premises	62

34.	FORCE MAJEURE	62
34.1	Definition	62
34.2	Non-Performance Excused	63
34.3	Notification and Diligence	63
34.4	Consequence of Force Majeure	64

35.	LIABILITY AND INDEMNITY	64
35.1	Direct Losses	64
35.2	Exception	64
35.3	Limitation of Liability	64

36.	DEFAULT AND TERMINATION	65
36.1	Default by User	65
36.2	Rights of Service Provider	65
36.3	Continuation of Payment Obligations	65
36.4	Default by Service Provider	66
36.5	Termination of Agreement for IT Service	66
36.6	Other Rights and Remedies	66
36.7	Prior Rights	66

37.	DISPUTE RESOLUTION AND INDEPENDENT EXPERTS	66
37.1	Dispute Resolution	66
37.2	Resolution of Technical and Financial Matters	66

38.	ASSIGNMENT	69
38.1	Assignment by the Service Provider	69
38.2	Assignment by the User	69
38.3	Change of Control of the User	69
38.4	Agreement as Security	70
38.5	Delegation of Functions by the Service Provider	70

39.	CONFIDENTIALITY	70
39.1	Confidential Information	70
39.2	Obligations	71
39.3	Acknowledgements	71

40.	ACCESS TO INFORMATION	71
40.1	No Access	71
40.2	Exceptions	71

41.	NOTICES	72
41.1	EBB	72
41.2	Written Notices	72
41.3	Timing - Notices by Facsimile	72
41.4	Timing - Notices by Mail	72
41.5	Addresses	72

42.	MISCELLANEOUS	73
42.1	Amendment	73
42.2	Entire Agreement	73
42.3	Waivers	73
42.4	Severance	73
42.5	Governing Law	73
42.6	Costs and Stamp Duty	73
42.7	Further Assurances	74

43.	DEFINITIONS AND INTERPRETATION	75
43.1	Definitions	75
43.2	Interpretation	85
43.3	Standards	85
43.4	User	85
43.5	Quantities	86
43.6	Precedence of Documents	86
43.7	Conflicts between Applicable Contracts	86

SCHEDULE 1 – DIAGRAMS 1, 2 AND 3 – PIPELINE SYSTEM
SCHEDULE 1 – ATTACHMENT A – PIPELINE SYSTEM DETAILS
SCHEDULE 1 – ATTACHMENT B – REGISTER OF CAPACITY
SCHEDULE 1 – ATTACHMENT C – HISTORICAL DEMAND PROFILES FOR CALENDAR YEARS 1997 AND 1998
SCHEDULE 1 – ATTACHMENT D – HISTORICAL DEMAND PROFILES PER MONTH FOR CALENDAR YEARS 1997
		AND 1998
SCHEDULE 1 – ATTACHMENT E - 	AVERAGE DAILY AND PEAK DEMAND, SYSTEM LOAD PROFILE BY MONTH 
			AND NUMBER OF USERS ON PIPELINE SYSTEM AT DECEMBER 1998
SCHEDULE 2 – MHQ's
SCHEDULE 3 – GAS SPECIFICATION
SCHEDULE 4 – TARIFF SCHEDULE
SCHEDULE 5 – FORMS FOR EBB
SCHEDULE 6 – FT SERVICE CONTRACT
SCHEDULE 7 – IT SERVICE CONTRACT
SCHEDULE 8 – MEASURING EQUIPMENT
SCHEDULE 9 – MEASUREMENT AT RECEIPT AND DELIVERY POINTS
SCHEDULE 10 – RATE OF RETURN AND WACC

ACCESS ARRANGEMENT FOR MOOMBA TO 
ADELAIDE PIPELINE SYSTEM

LODGMENT DATE – 1 APRIL 1999

EPIC ENERGY SOUTH AUSTRALIA PTY LTD
ACN 068 599 815