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MPLS Services Framework Agreement - Accession Agreement - Confidential
EPEX Spot SE
- and -
European Markét Coupling Operátor AS
- and -
OMI, Polo Espaňol S.A.
-and -
Gestore Dei Mercati Energetici S.P.A.
- and -
COLT Technology Services
-and-
BSP Energy Exchange LL C
-and-
HUPX Hungarian Power Exchange Company Limited by Shares
-and-
Operatorul Pietei de Energie Electricá §i de Gáze Naturale “OPCOM” S.A.
-and-
OTE, a.s.
-and-
Towarowa Gielda Energii S.A.
ACCESSION AGREEMENT
MPLS SERVICES FRAMEWORK AGREEMENT
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MPLS Services Framework Agreement - Accession Agreement - Confidential
Between
1. EPEX Spot SE, a European Company (Societas Europaea) organised and existing under
the laws of France, having its registered Office at 5 Boulevard Montmartre, 75002 Paris,
France, and registered with the Commercial Register in Paris under the number 508 010
501 and VAT n° FR10508010501, hereinafter referred to as "EPEX Spot";
and
2. European Markét Coupling Operátor AS (previously Nord Pool AS), a company organ
ised and existing under the laws of Norway, having its registered office at Lilleakerveien
2 A, 0283 Oslo, Norway, and registered with the Register of Business Enterprises in
Norway under the number 984 058 098 and VAT n° N0984 058 098 MVA, hereinafter
referred to as "EMCO";
and
3. OMI, Polo Espaňol, S.A., a company organised and existing under the laws of Spain,
having its registered Office at Alfonso XI n° 6, 4a planta, 28014 Madrid, Spain, and reg
istered with the Commercial Register in Madrid under section 8, Hoja: M-506799 and
VAT n° ESA86025558, hereinafter referred to as "OMIE";
and
4. Gestore dei Mercati Energetici S.P.A., a company organised and existing under the laws
of Italy, having its registered Office at Viale Maresciallo Pilsudski 122/124, Rome, Italy,
and registered in the Companies Register of Rome under the number RM 953866, under
Italian tax code and VAT n° IT06208031002, hereinafter referred to as “GME”;
and
5. Colt Technology Services, a company organised and existing under the laws of France,
having its registered office at 23-27 rue Pierre Valette, 92240 Malakof, France and reg
istered in the Commercial Register under Nr. B402 628 838 and VAT FR404 0 262 883
8, hereinafter referred to as “COLT”;
and
6. BSP Energy Exchange LL C, a company organised and existing under the laws of Republic
of Slovenia, having its registered office at Dunajská cesta 156, 1000 Ljubljana, Slovenia, and
registered with the district court of Ljubljana under the number 3327124000 and VAT n°
SI37748661, hereinafter referred to as “BSP”;
and
7 HUPX Hungarian Power Exchange Company Limited by Shares, a company organised and
existing under the laws of Hungary, having its registered office at 1134 Budapest, Dévai u. 26-
28, Hungary, and registered with the commercial register of the Budapest metropolitan court
under the number 01-10-045666 and VAT n° HU13967808, hereinafter referred to as “HUPX
Ltd.”;
and
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MPLS Services Framework Agreement - Accession Agreement - Confidential
8. Operatorul Pielei de Energie Electricá §i de Gáze Naturale “OPCOM” S.A., a company organ-
ised and existing under the laws of Romania, having its registered office at 16-18 Bd. Hristo
Botev, 3rdDistrict, Bucharest, PC 030236, Romania, and registered with Bucharest Třade Reg
istry under the number J40/7542/2000 and VAT n° R013278352, hereinafter referred to as
“OPCOM”;
and
9. OTE, a.s., a company organised and existing under the laws of Czech Republic, having its
registered Office at Sokolovská 192/79, 186 00 Prague, Czech Republic, and registered with
the commercial register in municipal court of Prague, Section B 7260 under the number
26463318 and VAT n° CZ26463318, hereinafter referred to as “OTE”, OTE’s contract num
ber: 43/18.
and
10. Towarowa Gietda Energii S.A., a company organised and existing under the laws of the
Republic of Poland, having its registered Office at Ksi^ž^ca 4, 00-498 Warszawa, Poland,
and registered in the commercial register at National Court Register under the number
0000030144 and VAT n° PL5272266714, hereinafter referred to as “TGE”;
hereinafter individually also referred to as a “Party” and collectively as the “Parties”.
Parties 1) to 4) are also referred to as the “PXs”.
Parties 6) to 10) are also referred to as the “New PXs” collectively or “New PX” individually.
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MPLS Services Framework Agreement - Accession Agreement - Confídential
WHEREAS:
(1) The PXs are currently cooperating in respect of the design, implementation and the operation
of a cross border intraday systém in the context of the set-up of a European continuous implicit
cross border intraday market, in line with Commission Regulation (EU) 2015/1222 of 24 July
2015 establishing a guideline on capacity allocation and congestion management (the “XBID-
M o d e l);
(2) The PXs háve in that context entered into a Services agreement with Deutsche Bórse AG, an
Aktiengesellschaft (AG) organised and existing underthe laws of Germany, having its registered
office at Mergenthalerallee 61, 65760 Eschborn, Germany, and registered in the Commercial
Register Handelsregister HRB under Nr. 32232 and VAT DE114151950 (“DBAG”) for the de-
velopment of the necessary joint ICT applications for implementing the XBID-Model, such ICT
applications hereafter referred to as the “XBID Solution”;
(3) In that context, the PXs háve also on in March 2016 signed the MPLS Services Framework
Agreement (the “MPLS Agreement”) setting forth the terms and conditions under which the PXs
háve assigned to COLT the provision of the MPLS network communication Services to ensure
the communication between the XBID Solution and the PXs' systems;
(4) The PXs and the New PXs signed the All NEMO Intraday Operational Agreement which entered
into force on 12 June 2018, setting forth the terms and conditions in respect of the co-operation
for the implementation of a single European intraday price coupling of power regions;
(5) TGE acceded on 24 July 2018 to the contract with DBAG as mentioned in recitál (2);
(6) New PXs otherthan TGE acceded on 1 July 2019 to the contract with DBAG mentioned in recitál
(2);
(7) New PXs accept in accordance with Section 9 of the MPLS Agreement COLT as a Service pro-
vider for the Services and now wish to become, in accordance with Section 9 of the MPLS
Agreement, a party to the MPLS Agreement for the provision of the Services under the same
rights and conditions as those granted to the PXs.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
Section 1. Accession to the MPLS Agreement
1.1 New PXs declare to be fully aware of, to acknowledge and to accept the terms and conditions
of the MPLS Agreement.
1.2 New PXs hereby expressly accede to the MPLS Agreement.
1.3 The PXs and COLT hereby accept the accession by New PXs to the MPLS Agreement and
accept New PXs as a party to the MPLS Agreement under the same conditions as those granted
to the PXs under the MPLS Agreement.
1.4 New PXs, PXs and COLT agree and accept New PXs as Party of the MPLS Agreement under
the same terms and conditions as the PXs as of the dáte of entry into force of the Accession
Agreement.
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MPLS Services Framework Agreement - Accession Agreement - Confidential
Section 2. Start of the Services
COLT shall deliver the Services to New PXs as of the dáte mentioned in the Order Form submitted to
COLT by the respective New PX.
Section 3. Remuneration of the Services
3.1 Each New PX shall pay in accordance with the terms of Section 5 of the MPLS Agreement its
individual share in the remuneration to be paid to COLT for the Services provided by COLT as
of the dáte mentioned under Section 2 of this Accession Agreement. PXs and New PXs shall
inform COLT as of when the sharing key referred to in Section 5 in the MPLS Agreement is to
be adapted.
3.2 To the extent the remuneration to be paid to COLT for the provided Services is dependent on
the number of PXs receiving the Services any increase of cost or remuneration towards COLT
as a result of the accession of a New PX shall be borne by that New PX.
Section 4. Entry into force and termination
The Accession Agreement shall enter into force as of November 1801, 2019, provided all Parties háve
signed it by sending a scan of the signed signatory page of the Accession Agreement to a third coordi-
nating party assigned by the Parties. The third coordinating party will collect all copies of the received
signed signatory pages and provide a copy of the Accession Agreement with the copies of the signed
signatory pages to the Parties.
For evidence reasons each Party shall also provide the third coordinating party with ten (10) originál
signed signatory pages (one per Party) of the Accession Agreement. The third coordinating party will
collect all copies of the originál signed signatory pages, compile them with the text of the Accession
Agreement and provide each of the Parties one (1) originál of the Accession Agreement with the originál
signed signatory pages, which constitutes valid proof of the Accession Agreement. The foregoing will
not impact the dáte of entry into force of the Accession Agreement.
The Accession Agreement is entered into for the duration of the MPLS Agreement. For the avoidance
of any doubt, should the MPLS Agreement be earlier terminated, the Accession Agreement shall be
terminated accordingly.
Section 5. Miscellaneous
5.1 Capitalized terms not expressly defined herein shall háve the meaning set forth in Annex 1 to
the MPLS Agreement.
5.2 If one oř more of the provisions of this Accession Agreement is declared to be invalid, illegal or
unenforceable in any respect under any applicable rule of law or public policy, the validity, legal
ity and enforceability of the remaining provisions contained herein shall not in any way be affected
and these provisions shall remain in full force and effect as long as the economic or legal sub
stance of this Accession Agreement is not affected in any materiál manner adverse to any Party.
In such event, the Parties shall immediately and in good faith negotiate a legally valid replace-
ment provision with the same economic effect.
5.3 Parties may not assign or transfer this Accession Agreement, partially or as a whole.
5.4 This Accession Agreement is governed by and construed in accordance with Belgian laws with-
out regard to the conflict of laws principles of it.
5.5 Any dispute arising out of or in connection with this Accession Agreement shall be settled in
accordance with Section 12 of the MPLS Agreement.
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MPLS Services Framework Agreement - Accession Agreement - Confidential
5.6 The Parties are aware of the fact that OTE, irrespective of the law otherwise applicable to this
Accession Agreement, has a national legal obligation within the meaning of Section 2 (1) of the
Czech Act No. 340/2015 Coll. on speciál conditions for the effectiveness of certain contracts,
the contract publishing and on the register of contracts, as amended (hereinafter the “ Act on
Register o f Contracts” ) according to which this Accession Agreement shall only come into
effect in relation to the rights and obligations of OTE subject to the prior publication of this Ac
cession Agreement in the national contract registry of the Czech Republic. All Parties hereby
acknowledge this publication obligation for OTE and accept that the validity and effectiveness
of this Accession Agreement with respect to OTE is subject to fulfilment of the abovementioned
publication obligation whereas the validity and effectiveness of this Accession Agreement be-
tween the other Parties remains unaffected by this condition. OTE commits to comply with this
publication obligation without delay, but within thirty (30) days from the dáte hereof at the latest,
and to inform all Parties, without any delay, of the fulfillment thereof. In čase that OTE does not
comply with this publication obligation, any other Party is entitled to ensure the publication of
this Accession Agreement in accordance with Section 5 (2) of the Act on Register of Contracts.
No Confidential Information shall be disclosed during the course of complying with such publi
cation obligation, including by redacting all such Confidential Information from any materials or
documents.
(The remainder of this page intentionatly leň blank)
MPLS Services Framework Agreement - Accession Agreement - Confidential
In witness thereof, the Parties have caused their duly authorised representatives to execute the pre-
sent Accession Agreement in ten (10) original copies and each Party acknowledges having received
its original copy.
For: EPEX SPOT SE For: EPEX SPOT SE
Name: Name:
Function: Function:
Signature: Signature:
Date: _
Date:
Page 7 of 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: EUROPEAN MARKET COUPLING For: EUROPEAN MARKET COUPLING
OPERATOR AS OPERATOR AS
Name: Name:
Function: Function:
Signature: Signature:
___________________ ___________________
Date: Date:
Page 8 of 16
Page 9 o f 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: GESTORE DEI MERCATI ENERGETICI For: GESTORE DEI MERCATI ENERGETICI
S.P.A. S.P.A.
Name: Name:
Function: Function
Signature: Signature:
______ ___________________
Date: Date:
Page 10 of 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: COLT Technology Services For: COLT Technology Services
Name: Name:
Function: Function:
Signature: Signature:
___________________ ___________________
Date: Date:
Page 11 of 16
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MPLS Services Framework Agreement - Accession Agreement - Confidential
For: HUPX HUNGARIAN POWER For: HUPX HUNGARIAN POWER
EXCHANGE COMPANY LIMITED BY EXCHANGE COMPANY LIMITED BY
SHARES SHARES
Page 13 of 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: Operátoru! Piejei de Energie Electricá For: Operátoru! Pietei de Energie Electricá
§i de Gáze Naturale “ OPCOM” SA §i de Gáze Naturale “ OPCOM” SA
Dáte: Dáte:
OPERATORUL PIEJEI DE ENERGIE ELECTRICÁ
§1 DE GÁZE NATURALE 'OPCOM" S.A.
tt.JZÉŽL
í Anul c $ 0 / 9 Luna / / Ziua
Page 14 of 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: OTE, a.s. For: OTE, a.s.
Name:
Function:
Signatuře:
U 11. 2019 U 11. 2019
Dáte: Dáte:
Page 15 of 16
MPLS Services Framework Agreement - Accession Agreement - Confidential
For: TOWAROWA GIELDA ENERGII For: TOWAROWA GIELDA ENERGII
S.A. S.A.
Name: Name:
Function: Function:
Signature: Signature:
___________________ ___________________
Date: Date:
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