Upozornění: Text přílohy byl získán strojově a nemusí přesně odpovídat originálu. Zejména u strojově nečitelných smluv, kde jsme použili OCR. originál smlouvy stáhnete odsud
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Exhibit 2 to the XBID-MSA
Deliverable Specific Agreement
for the Development of the XBID Solution
- XBID-DSA Development -
between
APX Power B.V.
and
APX Commodities Ltd.
and
Belpex NV
and
EPEX Spot SE
and
Nord Pool Spot AS
and
OMI, Polo Espanol, S.A.
and
Gestore dei Mercati Energetici S.P.A.
and
Deutsche Borse AG
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 1 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Contents
SECTION 1. DEFINITIONS..........................................................................................................6
SECTION 2. SUBJECT MATTER................................................................................................6
SECTION 3. CONTRACTUAL DOCUMENTS - ATTACHMENTS............................................. 6
SECTION 4. DEVELOPMENT OF THE DELIVERABLES BY DBAG.........................................7
SECTION 5. DELIVERY OF THE DELIVERABLES................................................................... 9
SECTION 6. COOPERATION OBLIGATIONS OF THE PARTIES...........................................15
SECTION 7. REMUNERATION..................................................................................................16
SECTION 8. TERM.....................................................................................................................16
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 2 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
This XBID-DSA for the development of the XBID Solution (hereinafter referred to as the “XBID-
DSA Development”) is made by and between the following parties:
On the one hand:
(1) APX Power B.V., a company organised and existing under the laws of the
Netherlands, having its registered office at Hoogoorddreef 7, 1101 BA Amsterdam, the
Netherlands, and registered with the Commercial Register in Amsterdam under the
number 50969390 and VAT n° NL 822972360, hereinafter referred to as "APX";
and
(2) APX Commodities Ltd., a company organised and existing under the laws of Eng
land and Wales, having its registered office at 18 King William Street, London, Eng
land, EC 4N 7BP United Kingdom, and registered with the Companies House in the
United Kingdom under the number 03751681 and VAT n° GB728415527, hereinafter
referred to as "APX UK";
and
(3) BELPEX NV, a company organised and existing under the laws of Belgium, having its
registered office at Boulevard de I’lmperatrice 66, 1000 Brussels, Belgium, and
registered with Crossroads Bank for Enterprises under the number 874 978 602 (RPR
Brussels) and VAT n° BE 0874 978 602, hereinafter referred to as "Belpex";
and
(4) 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 Commercial Register in Paris under the
number 508 010 501 and VAT n° FR 10508010501, hereinafter referred to as "EPEX
Spot";
and
(5) Nord Pool Spot AS, a company organised and existing under the laws of Norway,
having its registered office at Vollsveien 17 B, 1366 Lysaker, Norway, and registered
with the Register of Business Enterprises in Norway under the number 984 058 098
and VAT n° 984 058 098 MVA, hereinafter referred to as "NPS";
and
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 3 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
(6) OMI, Polo Espanol, 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
registered with Commercial Register in Madrid under section 8, Hoja: M-506799 and
VAT n° ESA86025558, hereinafter referred to as "OMIE";
and
(7) Gestore dei Mercati Energetici S.P.A., a company organised and existing un
der 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° 06208031002, here
inafter referred to as "GME";
each of the parties (1) - (7) hereinafter, being also individually referred to as the “PX” and
collectively as the “PXs”,
and on the other hand:
(8) Deutsche Borse AG, an Aktiengesellschaft (AG) organised and existing under the
laws of Germany, having its registered office at Mergenthalerallee 61, 65760
Eschborn, Germany and registered in the Commercial Register Handelsregister HRB
under the number 32232, and VAT n° DE 114151950, hereinafter referred to as
"DBAG".
Each PX and DBAG hereinafter individually being also referred to as a “Party” and the PXs and
DBAG hereinafter collectively being also referred to as the “Parties”.
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 4 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Whereas
A) The Parties have entered into the XBID-MSA in the context set forth in the recitals of the
XBID-MSA (which are repeated here to the extent necessary), which establishes the
general terms and conditions under which the PXs assign to DBAG the provision of the
Services as further described in the XBID-DSAs, and DBAG accepts the provision of
these Services to each of the PXs;
B) PXs wish to assign to DBAG the service of development and delivery of the Deliverables de
scribed in this XBID-DSA Development;
C) The Parties contemplate that these Deliverables are made available for use and access for the
PXs’ daily operation of the Intraday Power Spot Market in accordance with the terms of the
XBID-DSA Maintenance and Support (yet to be concluded, if any) and the XBID-DSA
Hosting (yet to be concluded, if any), so as to enable the PXs to use the XBID Solution
as described in the XBID-DSA License. DBAG shall develop and deliver the Deliverables
to each PX subject to the terms of the XBID-MSA and the specific terms and conditions
of this XBID-DSA Development. For the avoidance of doubt, the rights of each PX to use
the Deliverables is governed by the XBID-MSA and the XBID-DSA License.
D) The Parties wish to set forth in this XBID-DSA Development the specific terms and con
ditions under which DBAG shall provide the Development Services.
NOW THEREFORE and in consideration of the foregoing premises and the mutual
covenants set forth herein, the Parties agree as follows:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 5 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Section 1. Definitions
The terms used in this XBID-DSA Development shall have the meaning attributed to them in
Exhibit 1 (PPI160 - Key Terms & Glossary).
Section 2. Subject Matter
This XBID-DSA Development sets forth the specific rights and obligations of the Parties in
respect of the development and delivery of the Deliverables and which apply in addition to
the provisions of the XBID-MSA.
Section 3. Contractual Documents - Attachments
3.1. Contractual Documents
The development and delivery of the Deliverables are governed by this XBID-DSA Develop
ment and the XBID-MSA in accordance with Section 3.3 of the XBID-MSA.
3.2. XBID-DSA Development Attachments
The following Attachments to this XBID-DSA Development are hereby incorporated into this
XBID-DSA Development by reference and shall form an integral part of this XBID-DSA De
velopment:
Reference Document Title
Attachment 2A Description of the XBID Solution
Attachment 2B PPI120 - Project Plan Description
Attachment 2C PPI110 - Detailed XBID Project Timeline
Attachment 2D STT100 - Test Strategy
Attachment 2E PER 100 - Quality Plan
Attachment 2F Initial Change Request List
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 6 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Section 4. Development of the Deliverables by DBAG
4.1. Development Deliverables
DBAG shall develop for and deliver to each ofthe PXs theDeliverables as described in At
tachment 2A (Description of the XBID Solution) (the “XBID Solution”) pursuant to the pro
cedures for development and delivery contemplated herein.
4.2. Documentation
4.2.1. DBAG shall create and provide each PX with the documentation as further de
scribed in Section 4.2.3 (the “Project Documentation”).
4.2.2. The Project Documentation shall be written, and the Source Code commented, in
English.
4.2.3. The Project Documentation consists of the followingdocuments:
(i) Exhibits 8, 10, 11, 13, 17, 20 to the XBID-MSA;
(ii) any Attachment to this XBID-DSA Development; and
(iii) any document to be delivered by DBAG described in Attachment 2B
(PPI120 - Project Plan Description) and Attachment 2C (PPI110 -
Detailed XBID Project Timeline) and Attachment 2D (S T T 100- Test
Strategy).
4.2.4. For the avoidance of doubt, any claims relating to 1) a default or error in the design of
the XBID Solution described in Attachment 2A (Description of the XBID Solution) and
Attachment 2F (Initial Change Request List) which were created under the ESA or 2)
a defect or malfunctioning of the XBID Solution due to a default or error in the design
of the XBID Solution described in Attachment 2A (Description of the XBID Solution)
and Attachment 2F (Initial Change Request List) are governed only by the Agree
ment.
DBAG has, at the time of signature of the XBID-DSA Development, complied
with its obligation to create and deliver the above Project Documentation that at
that time is attached to the Agreement.
4.3. Training
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 7 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
4.4. Support
4.5. Test Execution
4.6. Acceptance Test Execution
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 8 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
4.7.
Section 5. Delivery of the Deliverables
5.1. Planning
5.1.1. DBAG shall deliver all Deliverables in accordance with the project planning at
tached hereto as Attachment 2B (PPI120 - Project Plan Description) and At
tachment 2C (PPI110 - Detailed XBID Project Timeline) (both together hereinaf
ter the “Project Plan”).
5.1.2. If changes to the Project Plan become necessary, the Parties shall discuss in
good faith the adaptation of the Project Plan and assist each other in order to
take the appropriate and reasonable actions or measures to prevent or minimize
the impact of such changes or delay. Any decision to change the Project Plan is
subject to compliance with Exhibit 10 (PER120 - Change Management), while it
is understood that the PXs are entitled to refuse any adaptation of the Project
Plan, except if DBAG proves the delay is due to one of the cases mentioned in
Section 9.4.3 under a) or b) of the XBID-MSA. This Section 5.1.2 is without prej
udice to the application of Section 5.4, except where explicitly agreed otherwise
in writing.
5.2. Monitoring and Reporting
5.2.1. DBAG shall monitor progress and status in the provision of the Services and re
port regularly in this respect to the PXs’ project manager in accordance with Ex
hibit 11 (PPI140 - Communication Plan).
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 9 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.2.2. DBAG shall make its best efforts to monitor metrics and provide the PXs’ project
5.3. manager with reporting to the extent set forth in Exhibit 11 (PPI140 - Communi
5.3.1. cation Plan).
5.4. Making available of Deliverables
5.4.1.
DBAG provides the Deliverables to the PXs as follows:
the XBID Solution:
o for testing purposes: by making it available in an agreed environment
as indicated in the Agreement;
o after Acceptance by the PXs: by making it available in an agreed en
vironment as indicated in the Project Plan and by providing a CD
copy as indicated in Section 4 of the XBID-DSA License;
Project Documentation still to be delivered: according to Exhibit 17
(PER110 - Document Management Procedure); and
other Deliverables: according to the Agreement.
Late Delivery
Since timely delivery by DBAG is essential for the PXs, the Parties agree to ap
ply an immediately payable lump sum payment in the event of delay by DBAG.
The relevant project milestone with respect to the immediately payable lump sum
for late delivery is the key milestone ‘Delivery into UAT I’ (see Attachment 2B
(PPI120 - Project Plan Description)).
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 10 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.5. XBID Solution Acceptance Testing Procedure
5.5.2.
5.5.3.
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 11 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.5.4.
5.5.5.
5.5.6.
5.6. Acceptance of the Deliverables by the PXs
5.6.1.
The PXs shall formally notify to DBAG, in writing, whether the Deliverables can
5.6.2. be accepted. The accepted version of the Deliverables is the version that has
been identified as such in the Acceptance Notice.
The PXs shall accept the XBID Solution if it fulfils the exit criteria of the “Overall
UAT Acceptance” set forth in Attachment 2E (PER100 - Quality Plan).
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 12 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.6.3. In the event the PXs do not accept the XBID Solution the PXs shall provide
DBAG with the reasonable justifications for their refusal (it being understood that
5.6.4. the foregoing cannot be considered as deviation of the rules on burden of proof
5.6.5. in court or arbitration proceedings).
Defects shall be solved by DBAG in accordance with Attachment 2E (P E R 100-
Quality Plan).
By the Acceptance of the XBID Solution the PXs declare that the XBID Solution
meets the acceptance criteria set forth in the Attachment 2E (PER100 - Quality
Plan).
The XBID Solution shall not be used by PXs for operations as long as it has not
been fully accepted, without prejudice to the PXs’ rights under Section 5.1.3., a)
and b) of the XBID-DSA License. As an exception, if the XBID Solution partially
meets the acceptance exit criteria, PXs may partially accept the XBID Solution,
and use such XBID Solution into operation under terms to be mutually agreed
upon by the Parties.
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 13 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.7. Warranty
5.7.1. Warranty for bug fixing
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 14 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
5.7.2. Warranty for fitness for purpose
Section 6. Cooperation Obligations of the Parties
6.1. General cooperation obligations
Each Party shall fulfill its obligations under the Agreement including but not limited to those de
scribed in Attachment 2B (PPI120 Project Plan Description).
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 15 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
Section 7. Remuneration
The remuneration for the Development Services as provided hereunder shall be the fixed price set
forth in Exhibit 9 (Remuneration & Price List). The remuneration shall be due according to the
payment instalments as set forth in Exhibit 9 (Remuneration & Price List).
Section 8. Term
This XBID-DSA Development enters into force upon signing by all Parties with retroactive ef
fect as of 1 March 2015 and remains in force until all obligations deriving from the warranty
period as described in Section 5.7 have been performed.
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 16 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - APX
for and on behalf of for and on behalf of
APX Power B.V. APX Power B.V.
Name: Name:
Title: Title:
Date: Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 17 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - APX UK
for and on behalf of for and on behalf of
APX Commodities Ltd. APX Commodities Ltd.
Name: Name:
Title: Title:
Date: Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 18 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - BELPEX
for and on behalf of for and on behalf of
BELPEX NV BELPEX NV
Name: Name:
Title: Title:
Date: Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 19 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - EPEX SPOT
for and on behalf of
EPEX SPOT SE
Name:
Title:
Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 20 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - NPS
for and on behalf of
Nord Pool Spot AS
Name:
Title:
Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 21 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - OMIE
for and on behalf of
OMIE Polo Espanol S.A.
Name:
Title:
Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 22 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - GME
for and on behalf of for and on behalf of
Gestore dei Mercati Energetici S.P.A. Gestore dei Mercati Energetici S.P.A.
Name: Name:
Title: Title:
Date: Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 23 of 24
Master Services Agreement XBID Solution - Exhibit 2 XBID-DSA Development - Final Version
24/03/2015
Confidential document: may not be further distributed
SIGNATORY PAGE - DBAG
for and on behalf of for and on behalf of
Deutsche Borse AG Deutsche Borse AG
Name: Name:
Title: Title:
Date: Date:
In itia l In itia l In itia l In itia l In itia l In itia l In itia l In itia l
of of of of of of of of
APX APX B e lp e x EPEX NPS O M IE GME DBAG
UK Spot
Page 24 of 24