Next Generation Energy Solutions

In these Conditions

* "AFSL" means Australian Financial Services Licence No: 247158 held by Nextgen.

* "Agreement" means the agreement between Nextgen and the Client made by Nextgen's offer to provide the Services subject to these Conditions and the Client's acceptance of these Conditions.

* "derivative" has the meaning given to that term in Chapter 7 of the Corporations Act 2001.

* "GST" has the meaning given to that term in the GST Act.

* "GST Act" means the Act known as A New Tax System (Goods and Services Tax) Act 1999.

* "ISDA" means International Swaps and Derivatives Association Inc.

* "Nextgen" means Next Generation Energy Solutions Pty Ltd ABN 87 083 117 480.

* "the Client" means the person firm or company to whom or which Nextgen provides the Services more particularly described below.

* "the Services" means the services more particularly described in Clauses 2.1 and 2.2.

* "wholesale client" has the meaning given to that term in Chapter 7 of the Corporations Act 2001.

1. Australian Financial Services Licence

Nextgen's AFSL authorises it to carry on a financial services business to:

(a) provide financial product advice for the following classes of financial products:

(i) derivatives; and

(b) deal in a financial product by:

(i) arranging for another person to issue, apply for, acquire, vary or dispose of a financial product in

respect of the following classes of financial products in respect of the following products:

(A) derivatives; and

(ii) arranging for another person to apply for, acquire, vary or dispose of financial products in respect of the following products:

(A) derivatives;

to wholesale clients

2. Services

2.1 Subject always to compliance with its AFSL Nextgen provides a financial services business for electricity and its derivative financial products, including but not limited to swaps and options, futures, renewable energy and carbon based commodities and only to wholesale clients.

2.2 It is expressly acknowledged and agreed that Nextgen may from time to time supply Services of a non-financial nature which are not subject to the conditions imposed by the AFSL and which may be provided to clients other than wholesale clients.

2.3 It is expressly acknowledged and agreed that in providing the Services Nextgen may record any telephone conversations between Nextgen and the Client for verification purposes.

3. Relationship between Nextgen and the Client

3.1    It is further expressly acknowledged and agreed between Nextgen and the Client that the relationship between them is one of parties contracting at arms length and there is no fiduciary relationship between them or any form of agency and any such fiduciary relationship or any form of agency is expressly excluded and neither party shall be entitled to plead or rely upon any such relationship or form of agency in the interpretation of this Agreement or for any other purpose whatsoever.

3.2    Other than providing information to the market supplied to it by the Client Nextgen will not make any representation or provide any warranty on behalf of the Client or pledge the Client's credit. It is expressly acknowledged and agreed that Nextgen has no authority to make any representation or provide any warranty on behalf of the Client or to bind the Client to any contract with any counterparty.

4. Provision of Services

4.1 In the course of communicating with the Client Nextgen will respond to and match the Client's needs (as advised from time to time by the Client) in the energy market helping the Client and counterparty third parties to determine an agreed price.

4.2 Nextgen will provide the Client's price to a counterparty and report the counterparty's price back to the Client using a web-based internet and voice delivery system. When the Client and the counterparty have been matched as to the price, volume, term, node and type of the proposed energy transaction Nextgen will notify the Client and the counterparty of each other's identity to enable them to negotiate with each other independently of Nextgen but with no obligation on the part of the Client or the counterparty seller to enter into a contract with each other provided always that if a contract is made according to law the Client will be bound by the contract according to law.

4.3 If the Client instructs Nextgen to match the Client with a counterparty the Client must enter into negotiations in a good faith with the counterparty with a view to entering into a contract on the basis of the matched terms or on other terms as may be negotiated between the Client and the counterparty.

4.4 The Client must ensure that an ISDA Master Agreement is in place between the Client and the counterparty or that the transaction can be entered into without an executed ISDA Master Agreement/

4.5 It is also the Client's responsibility to satisfy itself as to:

(a) the counterparty's creditworthiness and legal capacity to enter into the transaction;

(b) the terms of the contract as matched or as otherwise negotiated between them.

4.6 If the Client quotes a price or other details to Nextgen and subsequently wishes to withdraw the quote, provided a match has not been made, the Client must inform Nextgen immediately.

4.7 When the Client and the counterparty have executed or concluded a contract, the Client must immediately notify Nextgen with full details of the product transacted price and volume and any such other details as Nextgen may reasonably require.

5. Client Warranties

The Client expressly warrants and acknowledges to Nextgen that

(a) It has full legal capacity to accept these Conditions  and enter into the Agreement.

(b) in the case of the supply of Services comprising derivatives it is and will at all times be a wholesale client.

(c) It has full legal capacity to enter into any contracts with any counterparty.

(d) by requesting and accepting the Services it does so subject always to this Agreement.

(e) it will not provide details of the Services including any advice or information provided to it by Nextgen under this Agreement to

any third party other than as may be necessary to comply with its obligations under this Agreement or as may be required by operation of law.

(f) any employee or agent of the Client who purports to exercise powers and perform duties on behalf of the Client under this Agreement

has authority to do so.

6. Fees

6.1 In consideration of Nextgen providing the Services the Client shall pay Nextgen the fees set out in the Schedule and shall make payment within 14 days of receipt of a tax invoice from Nextgen; and

6.2 Nextgen may vary or increase these fees from time to time provided that it shall give the Client not less than 30 days prior written notice of any such variation or increase.

6.3 Fees due to Nextgen attributable to Services provided in accordance with the terms of this Agreement prior to termination of this Agreement for whatever reason must still be paid to Nextgen.

6.4 Nextgen reserves the right to charge interest on any outstanding fees in accordance with the penalty interest rate applying from time to time under the Penalty Interest Rates Act 1983(Vic).

7. Goods and Services Tax

Nextgen and the Client acknowledge and agree that:     (a) unless specified in the Schedule the fees have been calculated excluding GST;     (b) each party will comply with its obligations under the GST Act and the Trade Practices Act 1974 when calculating the amount of any fees payable and the amount of any relevant payments will be adjusted accordingly;  (c)     if the whole or any part of any payment or pursuant to this Agreement is the consideration for a taxable supply for which the payee is liable to GST, the payer must pay to the payee at the same time as that payment an addition amount equal to the GST payable on the supply; and     (d) the payee will provide a Tax Invoice to the payer when the payee receives that payment.

8. Limitation of Liability

To the maximum extent permitted by law, and subject to any condition or warranty implied by the Trade Practices Act 1974 Nextgen's liability for the provision of the Services in relation to any individual contract between the Client and any counterparty shall be limited to the payment of the cost of having the Services supplied again.

9. Compliance with Law

Nextgen and the Client shall each comply with all laws Commonwealth, State or local to which it is subject including but not limited to the Corporations Act 2001 and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

10. Term

This Agreement may be terminated by either Nextgen or the Client at any time by giving not less than 30 days prior written notice provided always that it may be terminated immediately by either party if the other party is in breach of any of its material obligations under this Agreement and fails to remedy such breach within 7 days of being notified to do so by the other party or has an administrator or receiver and manager appointed over any part of its undertaking or assets or goes into liquidation voluntary or otherwise.

11. Assignment

Neither Nextgen nor the Client may assign its rights or transfer its obligations under this Agreement without the prior written consent of the other which consent shall not unreasonably be withheld.

12. Confidentiality

The terms of any contract between the Client or any counterparty or any advice or information provided by Nextgen to the Client under this Agreement are and shall at all times remain confidential and neither party shall disclose any such terms or any such advice or information to any other person firm or company other than as may be necessary to comply with its obligations under this Agreement or as may be required by operation of law.

13. Variation and Waiver

13.1 These Conditions may only be varied in writing and signed by Nextgen and the Client and any variation purported to be made other than in writing shall be null and void.

13.2 A waiver by either party of any right or obligation under this Agreement must be in writing and any waiver purported to be made other than in writing shall be null and void.

14. Governing law and jurisdiction

These Conditions shall be governed by and construed in accordance with the laws of the State of Victoria and Nextgen and the Client submit to the non-exclusive jurisdiction of the courts of that State.

15. Disputes

In the event of any dispute or difference arising between Nextgen and the Client the parties shall meet immediately (but no later than 5 days after the dispute or difference arises) in good faith to resolve or settle the dispute and shall use their best endeavours to do so. If the dispute or difference is not resolved or settled within 14 days after first meeting either party shall then be entitled to take any action or proceeding it deems appropriate.

16. Notices

A notice, consent, approval or other communication under this Agreement shall be in writing and may be sent to the party to whom it is addressed by hand, post, fax or email. Any such notice shall be deemed to be received

(a) if delivered by hand upon delivery

(b) if sent by prepaid mail 2 business days after posting; or

(c) if sent by fax to a party's address when a transmission report from the sending party's machine indicates that error free transmission has been effected; or

(d) if sent by email when an electronic delivery receipt notification is received by the sending party confirming delivery provided always that if delivery is received outside normal business hours it shall be deemed to be received at 9am on the next business day.