Retailer of Last Resort (RoLR) In the event that you are currently supplied by another electricity retailer and the current electricity retailer becomes unable to continue to supply you with electricity, Aurora Energy will become your retailer. These are the approved terms and conditions that will apply while you are purchasing energy from Aurora as the retailer of last resort (RoLR). Terms and Conditions 1.0 DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the contrary intention appears: “AEMC” means the Australian Energy Markets Commission. “AEMO” means the Australian Energy Market Operator Limited. “Agreement” means these terms and conditions and schedule. “Annual Liability” means the amount of Renewable Energy Certificates that must be surrendered, or the Renewable Energy Shortfall Charge that must be paid, to the Renewable Energy Regulator by Aurora Energy calculated in accordance with the Renewable Legislation for the Relevant Acquisitions in any particular year. “Billing Period” means the period specified in item 8 of the schedule. “Business Day” means a day (not being a Saturday or Sunday) on which banks are open for general banking business in Sydney. “Commencement Date” means the later of the date specified as the commencement date in item 4 of the schedule or the date the Customer is registered (where registration is required) as a customer of Aurora Energy under procedures established by AEMO under the Rules. “Consumption” means the metered quantity of electricity consumed at the Site multiplied in respect of each Point of Supply by the relevant Loss Factor. “Default Price” means the rate or rates set by Aurora Energy from time to time, being the rate Aurora Energy reasonably determines is necessary to recover the costs of acquiring electricity in the National Electricity Market and selling that electricity to the Customer together with a reasonable margin. “Energy Saving Scheme Costs” means the costs specified in item 7A of the schedule (ESC) or in the event no cost is specified means the reasonable proportion of costs incurred by Aurora Energy relating to the purchase of sufficient energy saving certificates by Aurora Energy or the payment of the energy savings shortfall penalty by Aurora Energy required to satisfy Aurora Energy’s individual energy saving target, which is attributable to Customer’s electricity consumption under this Agreement. The words in italics have the same meaning as provided under section 99 of the Electricity Supply Act 1995 (NSW). “Extension Offer” has the meaning given in clause 10.2(a) “Fixed Rate Period” means the period specified in item 4 of the schedule. “Force Majeure” in relation to a party, means any cause outside the affected party’s control including, but not limited to, an act of God, fire, lightning, explosion, flood, insurrection or civil 1 disorder, war or military operation, terrorist attack, sabotage, vandalism, embargo, government action, or compliance in good faith with any law, regulation or direction by any federal, state or local government or authority, any network failure, or any failure on the part of the Network Operator or a generator and industrial disputes of any kind. “Further Term” has the meaning given in clause 10.2(a). “Interest Rate” means the rate equal to five per cent per annum over and above the interest rate charged from time to time by the Westpac Banking Corporation on overdrafts of $100,000. “Loss Factor ” means the multiplier required to adjust for transmission and distribution network losses relevant to electricity supply to the Point of Supply, as permitted by AEMO or a State governmental body as applicable. “LRET” Large‐scale renewable energy target, has the same meaning as under the The Renewable Energy (Electricity) Amendment Bill 2010. “Market Charges” means a reasonable proportion (attributable to the Consumption of electricity at the Site) of any Participant Fees and other charges levied on Aurora Energy under the Rules by any authorised party. “MSF” means a merchant service fee charged by a bank in relation to each credit card payment received by Aurora Energy. For the purposes of this Agreement, the MSF shall be an amount equal to 1% of the account rendered pursuant to clause 8.1 “Network Operator” means the entity which operates the electricity distribution network or the electricity transmission network at the Point of Supply. “Parties” means Aurora Energy and Customer and “Party” means any one or both of the Parties as the context requires. “Point of Supply” means the point of supply described in item 6 of the schedule. “Reconciliation Date” means each anniversary of the Commencement Date, the expiry of the Fixed Rate Period or the then current Further Term (whichever is relevant) and if this Agreement expires before the expiry of the Fixed Rate Period or the then current Further Term (whichever is relevant), the date on which the Agreement was terminated pursuant to clause 10. “Reconciliation Period” means the period from the Commencement Date to the first Reconciliation Date and each subsequent period between one Reconciliation Date and the next Reconciliation Date. “Relevant Acquisition” has the same meaning as under the Renewable Legislation. “Renewable Energy Certificates” has the same meaning as under the Renewable Legislation. “Renewable Energy Costs” means the costs specified in item 7A of the schedule or in the event no cost is specified means the reasonable proportion of costs incurred by Aurora Energy relating to the purchase of sufficient Renewable Energy Certificates by Aurora Energy, or the payment of the Renewable Energy Shortfall Charge by Aurora Energy, required to satisfy Aurora Energy’s Annual Liability which is attributable to Customer’s electricity consumption under this Agreement. “Renewable Energy Regulator” means the person so appointed pursuant to Part 14 of the Renewable Legislation. “Renewable Energy Shortfall Charge” has the same meaning as under the Renewable Legislation. 2 “Renewable Legislation” means the Renewable Energy (Electricity) Act 2000 (Cth) and the Renewable Energy (Electricity) (Charge) Act 2000 (Cth), together with any regulations made thereunder. “Rules” means the National Electricity Rules as published by the AEMC from time to time. “Site” means the premises listed in item 3 of the schedule. “SRET” Small‐scale renewable energy scheme, has the same meaning as under the The Renewable Energy (Electricity) Amendment Bill 2010. “Total Contracted Volume” means the quantity per annum of electricity specified in item 12 of the Schedule which shall be an aggregate quantity applicable to all Sites under this Agreement for each Region specified in item 7. 1.2 In this Agreement unless the contrary intention appears: (a) all dollar amounts are expressed in Australian dollars; (b) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; and (c) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later. 1.3 Capitalised words which are not defined in this Agreement have the same meaning as in the Rules. 2 SUPPLY OF ELECTRICITY 2.1 Aurora Energy agrees to sell electricity to the Customer up to the Total Contracted Volume together with any load variation pursuant to clause 6, and the Customer agrees to purchase electricity from Aurora Energy at the Point or Points of Supply on the terms and conditions of this Agreement. 2.2 The Customer acknowledges that it is not contracting with Aurora Energy as a Network Operator and accordingly (subject to the Competition and Consumer Act 2010 (Cth)): (a) Aurora Energy assumes no responsibility to the Customer for the quality and quantity of electricity provided; and (b) the Customer agrees that Aurora Energy is not liable to the Customer under this Agreement or to any person claiming through the Customer for any costs, expenses, losses, damages, or claims for any partial or total failure or defect in the supply of electricity to the Site and any such warranty is expressly excluded, to the full extent permitted by law. 2.3 The Customer acknowledges that the physical delivery of electricity to the Site is made by the Network Operator and for that reason the Customer agrees that the quality and quantity of electricity supply can be addressed more appropriately in the connection contract it has with the Network Operator. 2.4 Without derogation from clauses 2.2 and 2.3, if Aurora Energy is made liable for any breach of this Agreement, to the extent permitted by law, Aurora Energy’s liability shall be limited to: (a) replacing the services Aurora Energy is required to perform under this Agreement; or (b) at Aurora Energy’s option, paying the cost of the Customer having the services replaced or acquiring equivalent services. 3 3 CUSTOMER’S OBLIGATIONS 3.1 The Customer must ensure that the Site is and remains physically connected to its local distribution network of local transmission network (as applicable), and that the Customer is able to take the electricity purchased under this Agreement. 3.2 The Customer must sign any forms or other documents necessary to effect registration of Aurora Energy as the Customer’s chosen retailer under the Rules. 4 ELECTRICITY CHARGES 4.1 The Customer shall pay Aurora Energy for: (a) Consumption at the following rates; (i) during the Fixed Rate Period at the charges specified in item 7 of the schedule; (ii) during the Further Term, at the charges specified in the Extension Offer (iii) after the Fixed Rate Period or the then current Further Term (whichever is relevant), at the Default Price; and (iv) from the date of Aurora Energy giving a termination notice under clause 10.4 until the effective termination date under clause 10.4, at the Default Price; (b) any metering charges payable under clause 5; (c) the network charges payable under clause 7; (d) the Market Charges; (e) any goods and services tax attributable to the supplies made to the Customer under this Agreement as reasonably determined by Aurora Energy; (f) any Renewable Energy Costs; (g) if the Customer makes a payment pursuant to this Agreement by credit card, an amount equal to the MSF; (h) an ambulance cover levy in accordance to the Community Ambulance Cover Act 2003 (QLD) if the Site is located in Queensland, (i) any Energy Saving Scheme Costs if the Site is located in NSW. 4.2 If after the Commencement Date: (a) any tax, levy or duty is imposed or passed on to Aurora Energy by any government, including, without limitation, goods and services tax, sales tax, production tax, energy tax, carbon tax, environmental tax or any similar tax, levy or duty, of similar purpose or effect; (b) any renewable, carbon or other environmental fee or charge is imposed or passed on to Aurora Energy by any government, regulator, generator, distributor or other third party; (c) any change to the calculation of the Loss Factor is imposed by any authorised party; (d) any change to any Market Charges, the metering charges under clause 5 or the network charges under clause 7 is imposed by any authorised party; (e) any cost, levy or charge is imposed on Aurora Energy in connection with acquiring electricity including costs passed on to Aurora Energy by any third party under a contract to hedge the wholesale price of electricity in respect of: 4 (i) any tax, levy or duty being imposed or passed on to that third party by any government, including, without limitation, goods and services tax, sales tax, production tax, energy tax; carbon tax, environmental tax or any similar tax, levy or duty, of similar purpose or effect ; (ii) any renewable, carbon or other environmental fee or charge is imposed or passed on to that third party by any government, regulator, distributor or other third party; (iii) any change to any Market Charges, is imposed or passed on by any authorised party to that third party, Aurora Energy shall be entitled to pass on to and recover from the Customer an amount which represents the tax, levy, duty, fee or charge applicable to the Customer’s Consumption under this Agreement, as reasonably determined by Aurora Energy. 4.3 If the metering equipment at the Site malfunctions or metering data is not available for any reason, the Customer’s Consumption will be substituted in accordance with the procedure set by AEMO under the Rules. 4.4 For the avoidance of doubt, unless otherwise expressly stated, all prices stated in the schedule are exclusive of GST and GST will be recoverable from the Customer in addition to those prices. 5 METERING AND METERING CHARGES 5.1 Unless otherwise agreed with the Customer, Aurora Energy agrees to arrange: (a) for an interval meter and associated metering equipment required by the Rules to: (i) be installed at the Point or Points of Supply, or elsewhere as agreed between the Parties; and (ii) be maintained in accordance with the Rules; (b) for data from the metering equipment to be collected and forwarded as required by the Rules or as requested by the Customer. 5.2 The Customer agrees to pay or reimburse Aurora Energy for all costs in relation to the provision of metering services set out in clause 5.1 and 5.8: (a) in accordance with Aurora Energy’s standard rates for metering services as applicable from time to time, where Aurora Energy provides the metering services; and (b) at the rates levied on Aurora Energy by a third party metering provider or metering data agent where Aurora Energy does not provide the metering services. 5.3 The Customer agrees to co‐operate with Aurora Energy in relation to all reasonable requirements relating to the metering equipment’s installation, maintenance and data reading. 5.4 The Customer acknowledges that the metering equipment supplied by or on behalf of Aurora Energy remains the property of the person suppling it. 5.5 The Customer agrees to report any damage to the metering equipment immediately by written notice to Aurora Energy specifying which meter has been damaged 5.6 The Parties agree that the provisions relating to metering set out in the Rules are to apply to metering disputes under this Agreement. 5.7 The Customer agrees that if it has not asked Aurora Energy to arrange the metering services set out in clause 5.1, then the Customer shall ensure the meters are installed, maintained and read in accordance with the Rules. 5 5.8 The Customer may request Aurora Energy to arrange a pulse output function to be emitted from the interval meter installed at the Point of Supply for the purpose of inter alia, monitoring the Customer’s Total Contracted Volume. Where the Customer has elected for a pulse output function to be emitted from its interval meter pursuant to this clause, it agrees that Aurora Energy (or a third party metering provider where Aurora Energy does not provide the metering services) is not liable to the Customer for any loss, liability or expense which the Customer may suffer or incur as a result of the pulse output failure, including inconsistent emission frequencies or error in pulse outputs being emitted from the interval meter installed at the Point of Supply. 6 LOAD VARIATION 6.1 Aurora Energy accepts that the Customer’s demand for energy is variable to the extent permitted by virtue of this clause 6. 6.2 A load variation of –15% to +15% of the Total Contracted Volume is allowed for the duration of the Agreement. 6.3 Aurora Energy will conduct a reconciliation for the Site of the actual Consumption at the Site during the Reconciliation Period against the Total Contracted Volume on each Reconciliation Date. In the case of the first and last reconciliation conducted under this clause the Total Contracted Volume shall be proportioned across the relevant time period in a manner which reasonably reflects the average monthly consumption for the Site during the particular months comprising the relevant time period. 6.4 In the event that an amount is owing under this clause 6.6 or 6.7 Aurora Energy will issue an account to the Customer for the amount calculated pursuant to this clause 6 and the Customer will pay the account in full within thirty days after the said account is issued pursuant to this clause (Payment Date). Payment will be without deduction or set off and will be made in the manner specified in item 8 of the schedule. Any amounts unpaid by the Payment Date bear interest at the Interest Rate capitalising monthly on the last day of the month. 6.5 If the actual Consumption for the Site is between 85% and 115% of the Total Contracted Volume then no additional amount will be payable by the Customer under this clause 6 (and for avoidance of doubt the Customer will be charged for this load at the price applicable for the Fixed Rate Period or the then current Further Term, whichever is relevant). 6.6 On and from the Commencement Date if the Consumption for the Site in a Reconciliation Period exceeds 115% of the Total Contracted Volume the load in excess of the 115% of the Total Contracted Volume will be charged at the load weighted average pool price for the previous year (ending on the date the calculation is made) together with associated administration costs and a reasonable margin. The weighted average pool price applicable for the purposes of this clause will be the pool price for the State(s) in which the Site is located where the excess consumption took place. 6.7 On and from the Commencement Date if the Consumption for the Site in a Reconciliation Period is less than 85% of the Total Contracted Volume the Customer shall pay for the under consumption at the price applicable for the Fixed Rate Period or the then current Further Term (whichever is relevant) as if the Customer had in fact consumed 85 % of the Total Contracted Volume. 6.8 This clause 6 will survive termination. 7 NETWORK CHARGES 7.1 Customer agrees to pay or reimburse Aurora Energy all charges levied by the Network Operator on Aurora Energy in respect of the Site including, without limitation, any costs of connecting the Site 6 to the distribution network and use of the distribution network or any costs of connecting the Site to the transmission network and use of the transmission network (as applicable). 8 PAYMENT 8.1 Aurora Energy will issue accounts to the Customer for all charges due under this Agreement for each Billing Period and the Customer will pay the account in full within the time frame specified under item 8 of the Schedule or such other date as may be specified in the account (“Due Date”). Payment shall be without deduction or set off and be made in the manner specified in item 8 of the Schedule. Any amounts unpaid by the Due Date bear interest at the Interest Rate capitalising monthly on the last day of the month. 8.2 If the Customer disputes an invoice it shall pay the amount on the invoice within the period specified in clause 8.1 and the parties shall deal with the dispute under clause 15. 8.3 If a Party (“first Party”) becomes aware that the other Party has made an error in an amount invoiced or paid under this Agreement: (a) the first Party shall notify the other Party within 7 days of becoming aware of that fact; and (b) provided that the Customer consents to Aurora Energy’s calculation of the amount of the error, Aurora Energy shall credit or debit the Customer’s next account with the amount necessary to rectify the error. 9 LIAISON ROLE 9.1 If Aurora Energy becomes aware that the Network Operator intends to carry out planned maintenance requiring that the Customer’s electricity supply be disconnected, interrupted or reduced then Aurora Energy will use reasonable endeavours to inform the Customer of such planned maintenance as soon as practicable after it becomes aware of it. 10 TERM AND TERMINATION 10.1 This Agreement shall commence on the Commencement Date and continues in full force and effect: (a) until the expiry of the Fixed Rate Period; or (b) until the last date in any period for which this Agreement is extended, unless terminated prior to those times in accordance with this clause 10. 10.2 Aurora Energy may propose to extend the Fixed Rate Period for a further period (“Further Term”) by written notice to the Customer (“Extension Offer”) prior to the expiry of the Fixed Rate Period or the then current Further Term, whichever is relevant. The Extension Offer must include details of any new or revised terms and conditions (including varied rates and charges) and the duration of the proposed Further Term (a) If the Customer (i) does not accepted the extension offer; or (ii) rejects the Extension Offer; or 7 (iii) remains silent in response to the Extension Offer made under clause 10.2 before the Extension Offer expires, the Customer will continue to be governed by this Agreement until the termination date as set out in clause 10. 10.3 Either Party may terminate this Agreement following the expiry of the Fixed Rate Period or the then current Further Term, whichever is relevant, by providing the other Party with 30 days written notice of its intent to do so. The effective date of such termination will be: (a) the date Aurora Energy ceases to be registered as the Customer’s retailer of choice under procedures established under the Rules, if the Customer is changing retailer; or (b) the commencement date or a new contract between Aurora Energy and the Customer. 10.4 This Agreement will terminate immediately if: (a) the Customer remains in breach of this Agreement after being given 10 Business Days written notice of the default by Aurora Energy; or (b) either party to this Agreement becomes bankrupt or insolvent, and the effective date of such termination will be: (c) the date that Aurora Energy ceases to be registered as the Customer’s retailer of choice under procedures established under the Rules; or (d) immediately upon notice by Aurora Energy if Aurora Energy is not required to deregister as the Customer’s retailer under procedures established under the Rules 10.5 Upon termination of this Agreement Aurora Energy may request the Network Operator to disconnect the electricity supply to the Site. 10.6 The Customer shall indemnify Aurora Energy against any and all costs, expenses, losses, damages or claims suffered by Aurora Energy as a consequence of the termination of this Agreement prior to the end of the Fixed Rate Period or the then current Further Term (whichever is relevant) and other than in accordance with clause 10.3 or 10.4(b) where the Customer has terminated the Agreement because of Aurora Energy’s bankruptcy or insolvency, including loss of profit and consequential loss (including any amounts Aurora Energy is obliged to pay to generators or third parties for renegotiating hedging arrangements). 10.7 The Customer is also obliged to pay Aurora Energy any amounts owing up to the effective termination date under this clause. 11 FORCE MAJEURE 11.1 An obligation of a party under this Agreement (other than in respect of an obligation to pay money) shall be suspended during the time and to the extent that the Party is prevented from or delayed in complying with that obligation by Force Majeure, provided that Party complies with its obligations under clause 11.2 in respect of that Force Majeure. 11.2 A Party affected by Force Majeure must give to the other Party particulars of the Force Majeure and take reasonable steps to promptly remove or mitigate the relevant Force Majeure, except that the Party will not be obliged to settle a strike, lockout, boycott or other industrial dispute. 12 CONFIDENTIALITY 8 12.1 Unless otherwise specifically provided for under this Agreement, all commercially sensitive information exchanged under this Agreement is strictly confidential between the Parties and must not be disclosed to any other person except: (a) with the consent of the party who supplied the information; or (b) if required by law, or any government authority having jurisdiction over either party or this Agreement, or in connection with legal proceedings relating to this Agreement; or (c) if the information is generally and publicly available other than as a result of breach of confidentiality by the person receiving the information. 12.2 This clause 12 shall survive termination of the Agreement. 13 WARRANTIES AND COVENANT 13.1 Each Party represents and warrants to the other Party; (a) that execution of and performance of that Party’s obligations under this Agreement will not amount to a breach of any contractual or other obligation owed by that Party to a third party; and (b) that the execution of and performance of that Party’s obligations under this Agreement have been duly authorised by all necessary or appropriate actions of that Party. 14 SECURITY 14.1 If: (a) in the opinion of Aurora Energy the Customer’s credit position is materially weaker than as at the date of this Agreement; or (b) the Customer does not comply with the terms of payment under clause 8 of this Agreement (excluding a bona fide dispute); the Customer shall if requested provide security to Aurora Energy in respect of the Customer’s payment obligations contained in this Agreement. 14.2 For the purposes of this clause “materially weaker” means a material change in the financial position or prospects of the Customer which, in the opinion of Aurora Energy may adversely affect the Customer’s ability to perform its obligations under this Agreement. 14.3 The customer may satisfy its security obligation pursuant to this clause by providing to Aurora Energy a security deposit or bank guarantee for the amount stated in item 5 on the Schedule on terms satisfactory to Aurora Energy. 14.4 Any cash deposit is not held on trust for the Customer and the Customer is not entitled to any interest on the deposit. 14.5 Aurora Energy shall be entitled to draw on the guarantee or security deposit (as the case may be) at any time when any amount owing by the Customer becomes overdue. 15. DISPUTE RESOLUTION 15.1 If a dispute arises between the Parties in connection with this Agreement, the Parties undertake in good faith to use all reasonable endeavours to settle the dispute. 15.2 If the dispute is not resolved within 20 Business Days of the dispute arising and notification having been given to the other party, either party may request the Australian Commercial Disputes 9 Centre to appoint an appropriately qualified independent expert to determine the dispute and the procedure to be adopted. 15.3 In the case of a disputed invoice the amount determined as an underpayment or overpayment will be credited or debited to the Customer’s next account. 16 RETAILER OF LAST RESORT EVENT 16.1 If we are no longer entitled by law to sell energy to you due to a Retailer of Last Resort (RoLR) event occurring in relation to us, we are required under the National Energy Retail Law and the Rules to provide relevant information (including your name, billing address and metering identifier) to the entity appointed as the relevant designated retailer for the RoLR event and this contract will come to an end. 17 SITES LOCATED IN SOUTH AUSTRALIA 17.1 By entering into this Agreement the Customer gives its explicit informed consent that the Energy Retail Code published by the Essential Services Commission of South Australia (for sites consuming less than 160MWh per year will not apply in respect of the Sites covered by this Agreement. 18 SITES LOCATED IN VICTORIA 18.1 In the case of Sites located in Victoria at which consumption is less than 40MWh per year ("Small Sites") this Agreement will be taken to include the non‐excludable terms and conditions set out in the Energy Retail Code published by the Essential Services Commission of Victoria except that the Customer agrees that: (a) Aurora Energy will include on the bill a graph showing consumption in dollars and KWh referable to this bill, the last bill and the bill for the same period 12 months ago rather than a graph depicting all of the required information; (b) Aurora Energy will include on the bill a graph showing the greenhouse gas the business emits in tonnes per month from consuming electricity. 19 SITES LOCATED IN AUSTRALIAN CAPITAL TERRITORY 19.1 In the case of Sites located in Australian Capital Territory at which consumption is less than 160MWh per year ("Small Sites") this Agreement will be taken to include the non‐excludable terms and conditions set out in the Energy Retail Code published by the Essential Services Commission of Victoria except that the Customer agrees that: 20 MISCELLANEOUS Waiver 20.1 Any waiver by either Party of a breach of this Agreement must be in writing and shall not be construed as a waiver of any further breach of the same or any other provision. Amendment 10 20.2 Unless otherwise specifically provided for under this Agreement, any variation to the Agreement, including any variation to the schedule, must be in writing and signed by both Parties. Assignment 20.3 The Customer may not assign the Agreement without the written consent of Aurora Energy which consent may be withheld at Aurora Energy’s discretion. Aurora Energy may impose conditions in relation to giving its consent. Entire Agreement 20.4 The Agreement shall constitute the entire agreement between the Parties. Severability 20.5 If any part of this Agreement is prohibited, void, voidable, illegal or unenforceable, then that part is severed form this Agreement but without affecting the continued operation of the remainder of the Agreement. 20.6 All notices and accounts issued under this Agreement shall be sent to the address indicated in item 9 of the schedule or such other address as may from time to time be notified in writing by the Parties to each other. Notices and accounts shall be deemed to be received: (a) in the case of delivery by post, two Business Days after the date of posting; or (b) in the case of fax, on receipt by the sender of a transmission report from the despatching machine showing the relevant number of pages and the correct destination fax machine number and indicating that the transmission has been made without error, unless the recipient notifies the sender within 24 hours of the fax being sent that the fax was not received in its entirety in legible form. Emergency 20.7 In the case of emergency, the Parties may contact one another as provided for in item 10 of the schedule. Governing Law 20.8 This Agreement shall be governed and construed in accordance with the laws of the State in which the Point of Supply (or, if more than one Point of Supply is listed, the first‐listed Point of Supply) is located and the Parties agree to submit to the jurisdiction of the courts of that State. 11