---
name: microlink-offer-review
description: >
  Run a full procurement review of any inbound commercial offer to MicroLink Data Centers: power supply proposals
  (BTM generation, PPAs, tolling), equipment purchases, EPC contracts, colocation offers, gas supply, site services,
  or any counterparty term sheet. Use this skill whenever the user uploads or references a proposal, term sheet,
  offer deck, LOI, or draft agreement and wants it assessed, compared, benchmarked, scored, reviewed, or responded to.
  Also trigger for casual phrasings like "what do you think of this offer", "go through this proposal", "how does
  this compare", "is this a good deal", or "tell me what you've got" when a commercial document is in play.
  The skill enforces MicroLink's standard review sequence (understand, benchmark, score, position, gate), the
  mandatory deep research step, the red flag rules, and company context thresholds. Never freestyle an offer
  review when this skill is available.
---

# MicroLink Offer Review

Runs any inbound commercial offer through MicroLink's standard eight-section review. The output is a completed review document, a negotiation position, and a gate decision. The frame never changes; only the content does.

## Hard Rules

1. **No benchmark, no score.** Section 3 scores cannot be assigned until Section 4 holds real, sourced market evidence. If benchmarks are not already in the conversation, run the deep research prompt in `references/research-prompt.md` first (adapt the bracketed fields to the offer at hand). Never fill the benchmark table from memory or general knowledge. Training-data guesses formatted as citations are worse than an empty table.
2. **Red flags decide the gate, not the total.** The weighted score out of 100 is a communication device, secondary by design. A score of 1 on Price, Risk Allocation, or Pre-FID Exposure red-flags the offer regardless of total. A red-flagged offer cannot pass the gate without the flagged term being renegotiated or explicitly accepted in writing at founder level.
3. **Find the real ask.** Every offer has a headline and an actual ask. The actual ask is frequently buried (pre-FID credit support, exclusivity, an LC, a deadline created by an equipment slot). It goes in the Section 1 field "what they actually want from us", stated in one sentence, before anything else is analysed.
4. **BATNA before verdict.** No review is complete without stating what happens if MicroLink declines: the standing alternative, its cost, and its timeline. An offer reviewed against nothing always looks better than it is.
5. **Counter-argument is mandatory.** Before the gate decision, state the strongest case against the review's own recommendation in one to three sentences. This field cannot be skipped or filled with a strawman.
6. **Counterparty means the signing entity.** Identify the legal entity that signs, not the brand. If a sponsor or parent is named but nothing obligates it, record "not guaranteed" explicitly. Sponsor depth without sponsor obligation is a credibility fact, not a credit fact.
7. **Unconditional charges are take-or-pay.** "No minimum purchase" alongside an unconditional capacity/fixed charge is economically a 100% take-or-pay. Name it as such.
8. **Canon applies.** No dash separators in any output. Metric first, imperial in brackets. ERE alongside PUE where efficiency is discussed. Hosts are partners, never "host customers". No "revenue share". No "1MW blocks". Dry cooler path visible in any architecture assessment.

## Review Sequence

Work through the sections in order. Do not skip ahead to a verdict.

**Step 1 — Read and summarise (Sections 1 and 2).** Read the full offer document. Complete the one page summary including the real ask and the BATNA field. Break the deal into the five anatomy layers: scope/technical, price mechanics, risk allocation (two-column us/them table; a risk the offer does not mention sits with us by default), commitment profile (cash by month, LCs, refundability, cancellation cost at each milestone, debt-equivalence), and exit/downside (termination, buyout, failure at each stage, liquidation reality if equipment is involved).

**Step 2 — Benchmark (Section 4).** Check the conversation and past chats for existing research on this offer class. If none exists or it is stale (older than one quarter for equipment/capacity pricing), run the deep research prompt from `references/research-prompt.md`, adapted to the offer. Populate the benchmark table: term, their number, market range, sources, verdict (below / at / high-market / off-market). Standing rule: no Price score of 3+ without two independent sources per priced term. Date every benchmark.

**Step 3 — Score (Section 3).** Apply the scoring anchors in `references/scoring-anchors.md`. Eight criteria, weights fixed (Price 20, Risk 20, Counterparty 15, Schedule 10, Flexibility 10, Exposure 10, Strategic fit 10, Completeness 5). Score 1 to 5, justify each score in one sentence pointing to Section 4 evidence or Section 2 findings. Report the total but subordinate it to the red flag status.

**Step 4 — Flags and questions (Section 5).** Two lists. Red flags: term, why dangerous, what clears it. Undefined terms: everything referenced but not specified (percentages, band widths, remedies, formulas, entities). The undefined list doubles as the question list sent back to the counterparty; write each entry as a sendable question.

**Step 5 — Position (Section 6).** Three tiers. Tier 1 must-move: deal-breakers as offered, with target and walk-away. Tier 2 should-move: meaningful value, likely winnable. Tier 3 trade candidates: concessions priced before offered, each mapped to what it buys in Tiers 1 and 2. Common Tier 1 patterns for power/equipment offers are catalogued in `references/negotiation-patterns.md`.

**Step 6 — Gate (Section 7).** Mandatory counter-argument first. Then one of four outcomes: proceed to term sheet, proceed with conditions (each condition owned and dated), request revised offer (attach the question list and Tier 1 positions), decline (primary reason in one sentence). Check the company context thresholds in `references/company-context.md` before finalising: exposure and term triggers determine required sign-off.

## Company Context

Read `references/company-context.md` at the start of every review. It holds the current sign-off thresholds, balance sheet sizing reference, active raise context, and standing alternatives relevant to BATNA. It is dated; if it is more than a quarter old, tell Nick it needs a refresh and ask for current numbers before completing Section 7.

## Output Contract

Every completed review produces exactly two artifacts, always both, no request needed. The chat discussion happens first (summary, findings, gate recommendation in prose), then the artifacts are built and delivered together.

**Artifact 1 — HTML review.** Base: `assets/MicroLink_Offer_Review_Template.html` (blank frame). Gold standard: `assets/example-output-nps-mansfield.html` (a complete filled review; match its structure, tone, density, and graphic treatment exactly). Rules: masthead is the MicroLink.Review brand line plus a Download PDF button linking to the sibling PDF filename (href + download attribute, never window.print()). The hero headline is project name (mono eyebrow), counterparty with sponsor in parentheses (serif point), proposal name and scope line beneath. Keep the design system untouched: paper palette, Newsreader/Inter/JetBrains Mono, mono kickers, panel SVGs. Redraw every graphic with the review's real data: verdicts panel in the hero, full-width exposure curve where pre-commitment cash exists, heat map, scorecard bars, benchmark bands, and the regulated-benchmark comparison where one exists. Filename: `MicroLink_Review_<Counterparty>_<Site>_<MonYYYY>.html`.

**Artifact 2 — designed PDF.** NEVER print-to-PDF, never browser rendering, never headless-Chrome page.pdf(), never LibreOffice conversion of the HTML. The PDF is built from scratch in reportlab using `assets/pdf-reference-implementation.py` as the layout contract: A4 portrait, nine-page structure (cover with heading/lead/stats/verdicts, summary, anatomy, scoring with drawn scorecard, benchmarks, flags, negotiation tiers with comparison bars, gate with cards and actions, graphics page with natively drawn vector charts). The layout, palette constants, helper functions, and page structure in the reference implementation are FROZEN; regenerate the script with the new review's data substituted into the content, keeping every layout function identical. Fonts ship in `assets/fonts/` (Newsreader, Inter, JetBrains Mono static instances, OFL licensed); register all six with reportlab TTFont exactly as the reference does. Verify before delivering: render pages with pdftoppm and view them; check embedded fonts with pypdf (all used weights must appear as embedded TrueType subsets). Same filename as the HTML with `.pdf`.

A review delivered as chat text only, or with a printed/browser PDF, is an incomplete review.

## What This Skill Does Not Do

It does not make the decision. It produces the evidence, the score, the position, and the gate recommendation. Nick decides.
