Hummingbird™ Operations Guidelines

as of October  1, 2025.

 

Introduction

Hummingbird™ platform is designed to simplify the process of managing capacity mismatches for FT-R and FT-D on the NGTL system. The purpose of these Guidelines is to describe the intended operation of the Hummingbird™ services.

 

Glossary

Buyer means a shipper who is short FT-R or FT-D and wishes to save on their IT costs or improve their flow-assurance through temporary and/or permanent assignment of firm service.

FT-R means Firm Transportation Receipt service.

FT-D means Firm Transportation Delivery service.

NGTL means TC Energy’s natural gas gathering and transportation system for the Western Canadian Sedimentary Basin.

Seller means a shipper who has FT-R or FT-D on secondary terms on the NGTL system for which they wish to mitigate their take-or-pay obligation.

TC Energy means TC Energy Corporation.

Temporary Assignment means the transfer of transport capacity (either FT-R or FT-D) to another shipper for a short period of time like three months or less

Permanent Assignment involves the transfer of transport capacity (either FT-R or FT-D) to another shipper for the remainder of the existing contract term.

Consideration Payment refers to the payment that represents either a premium above or a discount below the underlying transport capacity's value, as negotiated between the parties. This term applies exclusively to non-recallable postings. A Consideration Payment may be positive, indicating a premium whereby the buyer is obligated to pay the seller an agreed amount. Conversely, a Consideration Payment may be negative, denoting a discount, in which case the seller is required to compensate the buyer by the specified amount.

 

Account Structure

      i.        Each user may be affiliated with only one company, assuming the role of either an administrator or a user.

     ii.        Accounts are associated with companies either as direct company accounts or as agency accounts.

    iii.        The removal of an agency account by a company will result in the deletion of all associated user accounts linked to that agency.

    iv.        The TOTEC onboarding process begins at the company level; following this, accounts and users are designated to the company, allowing accounts to automatically adopt the company’s user roster.

     v.        Suspension or deactivation of a company’s user account will apply to all accounts associated with that company, rendering the suspension or deactivation universal.

 

Split Capacity

Hummingbird uses proprietary algorithms to find probabilistic matches for FT-R and FT-D1 and FT-D2 across the system.

Hummingbird provides a many-to-one negotiation platform that allows sellers to split up their capacity as needed to multiple buyers. Buyers can negotiate with multiple sellers in a similar fashion to build up the portfolio of capacity that they require.

 

Creating a Posting

Selection of Terms

When a Seller creates a posting, they choose the following terms:

Basic Terms

1.     Temporary or Permanent assignment

2.     Dates and Volumes

a.     At least one start date, end date, and volume (i.e. 100 e3m3/d from May 1 to May 31)

b.    Can be a contiguous series of start dates, end dates, and volumes (i.e. 50 e3m3/d from May 1 to 15 AND 100)

c.     e3m3/d from May 16 to 31

d.    Postings must be at least 7 days and at most 32 days in duration (see special consideration for more details).

3.     Transferrable: Transferrable postings will use TOTECʼs compatibility algorithms to determine meters for which an Out-And-Back is likely to be approved. Non-transferrable postings will stay at the original meter.

4.     Recallable: Recallable postings can be recalled by the seller at their request. Recallable postings must have a Consideration payment of $0.

5.     Consideration Payment: For Non-Recallable postings only. Can be positive (indicates that the buyer will pay the seller this amount) or negative (the seller will pay the buyer).

Negotiation Settings:

Seller can select which fields are negotiable (start date, end date, volume, consideration payment).

Special considerations:

1.     Duration

a.     Duration is defined as the number of days the contract is active. On Hummingbird, the end date is inclusive.

b.    Gas days last 24 hours starting at 8am Mountain Standard Time (no daylight savings). For example, the Nov 1 gas day would be active Nov 1 at 8:00:00 MST until Nov 2 at 7:59:59:999 MST.

c.     Postings have a maximum term of 32 days. TC Energy allows Out-and-Back transfers to be submitted 40 days in advance of the start of the contract but no sooner. In the event that we need to permanently assign transport back to the seller, this ensure that we can put the transaction in a way that gives TOTEC a net credit position of zero with TC Energy. TOTEC requires that all deals result in a net-zero credit position with TC Energy.

d.    Postings have a minimum term of 7 days.

 

Negotiations Process

After a Seller has posted capacity, Hummingbird’s proprietary algorithm will prepare a search page to allow potential Buyers to find applicable postings. A Buyer may then commence negotiations with the Seller. Either party may cancel this process at any time, and if Seller removes its posting then negotiations automatically end.

Once the parties accept the terms, TOTEC will conduct a potential transaction review. Assuming there are no problems with the terms, the transaction will be submitted to TC Energy for final approval. Once TC Energy provides final approval, the Seller will be notified via email and through Hummingbird’s notification system, then the Seller must then make a request to TC Energy via its Dovetail system. If Seller does not take this step then the transaction cannot be completed. After Seller has made a successful Dovetail request then TOTEC accepts the Transaction, submits the necessary request through Dovetail and the Buyer then accepts the transaction. If any part of the transaction fails then all requests are void.

 

In the negotiation process there are 3 possible options available: Cancel, Counter, or Accept. When the Buyer opens negotiations, they have the option to Counter or Accept the posted terms. If the Buyer chooses to Counter, then the Seller will be notified and they can choose to Cancel, Counter, or Accept. This process continues until either (1) a counterparty Cancels the negotiation (or the seller removes the posting), (2) both parties Accept the terms of the deal, or (3) the number of negotiation rounds reaches 10. After 10 rounds of negotiation, if the counterparties still wish to negotiate, TOTEC will allow 5 more rounds. After this, TOTEC believes a deal will not be reached and the negotiation is ended. Please note that the feature controlling the number of rounds is currently still in development by TOTEC.

 

TOTEC Review

TOTEC will check whether the deal has any major issues. At this point, the review process is a formality only, but we expect that the process will be developed and refined over time. TOTEC will need to reserve the right to deny any deals if either party is not in good standing with TOTEC, to protect both TOTEC and other counterparties from non-payment issues.

 

Compatibility Algorithms

Given the original meter for the capacity, TOTECʼs algorithms will determine a list of meters which are likely to be considered hydraulically positive or neutral by TC Energy. These algorithms are proprietary and a probabilistic in nature. TOTEC cannot guarantee that the Out-and-Back transfer will be approved by TC Energy, as conditions may change rapidly and TOTEC does not have insight into daily operations at TC Energy outside of what is publicly available. TOTEC will make reasonable efforts to maintain and update the algorithms and the likely flows on TC Energy which underpin them.

Information regarding the current available capacity available at each meter requires a login to TC Energy’s Dovetail system, so we recommend that users check their destination meter using the Dovetail system for the best information available.

 

Searching for Capacity

There are several methods of finding capacity using the Hummingbird platform. Users can see all available postings but cannot open a negotiation from this webpage. A destination meter must be selected to see the available capacity that is compatible with that station.

 

Blacklist

TOTEC will maintain a list of blacklisted accounts and will not allow any negotiations between blacklisted counterparties to take place. Each account can submit a written request describing the legal entity or account they wish to avoid. TOTEC will periodically review and update these requests as new companies join the platform and update the requests. A successful Blacklist will prevent (1) any posting from a blacklisted counterparty from appearing on the search board for that account and (2) any posting from the account being seen on the search board of the blacklisted counterparty.

 

Transactions

For the purposes of Hummingbird operations, a transaction is delineated as follows:

      i.        a transaction is characterized by the precise specification of a single start date, end date, and volume.

     ii.        a transaction encompasses a structured arrangement, whether through out-and-back, temporary, or permanent assignments, facilitating the conveyance of service from the Seller's current meter to the Buyer's specified meter. This arrangement spans the entirety of the period between the start date and the end date for the stipulated volume,

    iii.        The transaction specifically excludes any dates on which the Seller exercises their right to recall the service.

 

All transactions must be result in a net-zero credit change for TOTEC with TC Energy. All transactions must have a duration of at least 7 days and no more than 32.

If a there is a “shaped volume” (i.e. volume changes over time) agreed to in the Negotiation Process, this will result in more than one Deal in the system. TOTEC will make reasonable efforts to minimize the number of transactions.

All assignments and transfers must be approved by TC Energy. Out-and-back transfers can fail if there is insufficient space at the new meter or if the transfer is determined to be hydraulically negative. Temporary and permanent assignments can be rejected if the assignee has insufficient credit posted to TC Energy.

For out-and-back transactions, the Seller is required to submit the out-and-back using the TC Energy Dovetail system. The resultant contract is permanently assigned to TOTEC, and TOTEC temporarily assigns the contract to the Buyer.

If the Seller wishes to recall their capacity (which is marked as recallable), TOTEC will fill out the appropriate Early Revert form on the TC Dovetail system with the details given by the seller. This will recall the Temporary Assignment. TOTEC will bundle a request to TC Energy stating that they wish to permanently Assign the capacity back to the Seller, or temporarily assign the capacity back if that is the only option available.

 

Transaction Bundles

TC Energy has confirmed that they will allow TOTEC to bundle the transactions so that if any part of the transaction fails, they will delete the other request to that capacity is not stranded at a meter or with a party that cannot use it.

 

Permanent Assignments

Hummingbird enables customers to negotiate permanent assignments of transport capacity. TOTEC will ensure both the Seller and Buyer are informed of potential risks such as added contract term during the negotiation of permanent assignments.

 

Recallable Capacity

Transactions designated as "recallable" shall be subject to recall at the sole discretion of the Seller ("Recalling Party"). In the event that the Recalling Party exercises its right to recall capacity, the Buyer ("Receiving Party") shall be obliged to adhere to and effectuate the termination of the temporary assignment by complying with the recall procedure in TC Energy's Dovetail system. The termination must be executed on the same day that the recall request is entered into the Dovetail system by the Recalling Party.

 

The Recalling Party may submit a request for recall; however, such recall is contingent upon validation and subsequent completion by TC Energy. The execution of the recall request is subject to the normal business hours of TC Energy and is dependent on the promptness of TC Energy's acknowledgment and processing of the said request. The Receiving Party acknowledges and agrees that the completion of a recall is not instantaneous and is bound by the operational capabilities and response times of TC Energy.

 

Consideration Payments

As part of the negotiations between the Seller and the Buyer, the parties may mutually agree to incorporate a Consideration Payment into the terms of their agreement. This payment serves as a key financial element that reflects the negotiated adjustment to the base value of the underlying transport capacity. The inclusion of such terms provides flexibility for the parties to account for market conditions, demand fluctuations, or other economic factors that influence the valuation of the transport capacity.

 

The Consideration Payment represents either a premium above or a discount below the agreed-upon value of the transport capacity. This adjustment allows the parties to align their business objectives while ensuring fair compensation in the exchange. It is important to note that this term applies exclusively to non-recallable postings, reinforcing the fixed and binding nature of the agreement once it is finalized. Non-recallable postings provide certainty to both parties regarding their financial obligations and prevent unilateral modifications to the agreed terms.

 

A positive Consideration Payment signifies a premium, wherein the buyer acknowledges the higher value of the transport capacity and agrees to pay the seller an additional negotiated amount. This scenario typically arises in cases where demand for the transport capacity exceeds its standard valuation, or where the seller’s offering is particularly valuable due to timing or strategic location.

 

Conversely, a negative Consideration Payment denotes a discount, obligating the seller to reimburse the buyer by the specified amount. This arrangement may occur when the market conditions or other factors diminish the perceived value of the capacity, resulting in a price adjustment to incentivize the buyer to enter into the agreement.

 

The payer of the consideration payment will transfer the funds to TOTEC on the following month after the scheduled flow month of that transport capacity, on or about the 25th day of that month.  For clarity, payments for transactions scheduled to flow in the month of October are expected by November 25th.

 

Invoicing Process

 

Customers will be issued one invoice each month:

 

1. Transaction Fees Invoice: This invoice details the total fees incurred from all transactions within the month.

2. Consideration Payments Invoice: This invoice specifies the total amount due for consideration payments for the transactions executed on the Hummingbird platform and approved by TC Energy within the month.

 

Customers will be notified via email about the final invoices during the "flow month," which is the month the transactions are set to be utilized. These notifications will provide the necessary details to access and review the invoices.

 

Access to Invoices:

Invoices are accessible through our Hummingbird platform. After logging in, customers can download their invoices, which will include a detailed breakdown of all amounts due, along with instructions for making payments.

 

Payment Details:

It's important to note that consideration payments must be made according to specific payment details provided on the invoices. This ensures clarity and transparency in the payment process, helping to avoid any confusion.

 

Customers are encouraged to pay close attention to these details and comply with the provided instructions to ensure timely and accurate processing of payments.