Terms & Conditions

The following are the Terms & Conditions of the ValuePack packaging waste compliance scheme, setting out the obligations of the Scheme Operator and the Members of the Scheme.

1.0 Definitions

1.1 In these Terms & Conditions, the following words and phrases shall have the following meanings:

“The Agency”
The Environment Agency (EA) or Scottish Environmental Protection Agency(SEPA)

“Annual Recycling & Recovery Obligation”
The UK Government Business Targets for the recycling and recovery of packaging waste under the Regulations.

“Confidential Information”
Information available to either the Scheme Operator or Member as a result of their participation in the Scheme and which could be considered, with respect to the party to which it relates, as commercially sensitive, secret or otherwise capable of compromising the company’s commercial interests.

“Group”
The Group Representative Member, its holding company and any subsidiaries of the Group Representative Member or its holding company as defined in Section 736 of the Companies Act 1985

“Group Representative Member”
The Member Company Applying for Group Membership

“Group Member”
Any Member who is a Member of the Group

“Member”
A Member of the Scheme

“Membership Year”
A calendar year – 1st January to 31st December

“Operator”
ValuePack or its successors or assignees

“Scheme”
The ValuePack Scheme registered with the Environment Agency under the Produce Responsibility Obligations (Packaging Waste) Regulations 1997.

“The Regulations”
The Producer Responsibility Obligations (Packaging Waste) Regulations 1997 and amendments thereto.

1.2 In these conditions, the singular, unless the context otherwise dictates, includes the plural and vice versa and reference to any gender shall include any other gender.

2.0 The Scheme

2.1 ValuePack is a compliance scheme registered under the Producer Responsibility Obligations (Packaging Waste) Regulations 1997.

2.2 The Operator of the Scheme is ValuePack Ltd, Central Square South, Orchard Street, Newcastle-Upon-Tyne NE1 3XX (company registration number 4842049).

2.3 The object of the Scheme is to meet the obligations of its Members under the Regulations through sustainable recycling and resource recovery activities.

3.0 Obligations of the Operator

3.1 The Operator will use its reasonable endeavours to operate the Scheme in accordance with the Terms & Conditions herein, and in compliance with the Scheme’s stated values, such that the recycling and recovery obligations of its Members are met in accordance with the Regulations.

3.2 The Operator will secure agreements with materials re-processors, both directly and via approved intermediaries, for the acquisition of Packaging Recovery Notes (PRN’s), Packaging Export Recovery Notes (PERN’s) or other valid evidence of re-processing, on behalf of the Scheme’s Membership and sufficient to meet its aggregate obligation.

3.3 The Operator will provide advice and guidance to Scheme Members relating to recycling and recovery best practice, and forthcoming developments in European Union and UK legislation relating to packaging and packaging Waste. The Scheme will also encourage the sharing and dissemination of recycling and recovery best practice via its web-site, and through engagement with relevant Trade Associations.

3.4 The Operator will provide advice and guidance to Scheme Members in the assessment of their obligations under the Regulations, the auditing of the packaging materials they handle, and in the calculation of their associated recycling and recovery obligations.

3.5 Approved consultancy services will be made available to Members, to provide guidance in relation to the establishment of systems and methodologies which will assist in maximising the recycling and recovery of packaging waste and other waste materials.

4.0 Membership

4.1 Companies which enter into an agreement with the Operator for their obligations under the Regulations to be met, are called Members of the Scheme.

4.2 Subject to the Terms & Conditions under Section 10.0, Membership is open to all designated Producers as defined by the Regulations.

4.3 Membership is contingent upon completion of the Membership Agreement, Application form and the provision of relevant packaging data for the year preceding application provided to the Operator in a prescribed format (the Packaging Data Form).

Members are under no obligation to use the services of any of the reprocessing companies or intermediaries with whom the Operator enters into contracts for the provision of PRN’s or PERN’s to the Scheme.

5.0 Term of Membership

The standard membership agreement is for a period of one calendar year. Producers may join the scheme at any time during the Membership Year. However, the Member may be liable to financial penalty or prosecution by the Agency if he fails to register with the Scheme by 7th April in any given year.

Extended periods of membership can be arranged by agreement between the Member and the Operator.

6.0 Group Membership

6.1 Group Membership of the ValuePack Scheme may be applied for by a company which forms part of a group of companies. A group of companies may comprise a holding company and one or more subsidiaries, and the Application may be made by either the holding company itself, or one of its subsidiaries, on behalf of itself and one or more of those other companies.

6.2 The Member company applying for Group Membership will be deemed the Group Representative.

6.3 In applying for Group Membership, the Group Representative will confirm that it has the authority of each other group company included within the Application for Group Membership, to apply for membership on its behalf, and that the signature of the Group Representative to the Scheme Application shall place obligation on each other Group Member jointly and severally to comply with these Terms and Conditions.

6.4 The Scheme Group Application Form requires that details of all of the companies forming part of the Group Membership will be provided, including address, SIC code, registered company number. In addition, the Group Representative will provide an Organisation Chart, identifying the overall Group Structure, and the relationship between individual companies within the Group. This should include all of the Group companies, including non-obligated companies.

6.5 All Fees associated with Group Membership will be paid by the Group Representative Member, on behalf of itself and each other Group Member.

6.6 The Group Representative Member will warrant that the details provided to the Scheme in respect of itself and the other Group Members are accurate as at the date of Application. The Group Representative Member will notify the Scheme Operator of any change in the details submitted at the time of Application, or to any previously notified change.

6.7 The Group Representative Member will advise the Operator in writing if any group company which is detailed under the Group Membership ceases to be a group company. On receipt of such notification by the Operator, the company concerned will cease to be part of the Group Membership. It will, at the discretion of the Operator and subject to Agency approval, be able to join the Scheme as a separate Member for the remainder of the Membership Year.

6.8 The Group Representative Member will advise the Operator in writing of any companies that are to be added to the Group Membership. The details provided should be in the same format and include the same business details as those submitted with the Group Membership Application.

6.9 Following any change to the Group Membership’s composition, The Group Representative Member will submit revised calculations for the Group’s obligations under Regulations, in the format and to the time-scale prescribed by the Operator.

6.10 The Group Representative Member shall be jointly and severally liable under these Terms and Conditions with each other group company, each of which shall itself be severally liable under these Terms and Conditions.

6.11 The structure of fees associated with Group Membership is included in Section 9. In the event that one or more group companies leave or join the Scheme during the Membership Year, the Operator reserves the right to pass on as it sees fit such reasonable additional costs arising from additional administration or auditing costs associated with changes in the composition of the Group Membership.

7.0 Member’s Obligations

7.1 The Member shall comply with these Terms and Conditions.

7.2 Whilst a Member of the Scheme, the Member shall not be a Member of any other Scheme under the Regulations, and shall not register with the Agency or in any other way perform its obligations outwith the Scheme.

7.3 Any Member which acquires PRNs through the processing of its own waste as part of its normal business activities must offer those PRNs to the Scheme. If the Operator of the Scheme agrees to purchase the PRN’s from the Member, the Operator will pay to the Member, within 45 days of receipt of a valid invoice (and subject to acknowledgement by the Operator of receipt of the PRN’s), an amount per PRN equal to the average cost to the Scheme per relevant PRN acquired during the relevant Quarter. For the purposes of Clause 7.3, ‘relevant PRN’ refers to a PRN of the same material or classification as that offered by the Scheme Member; ‘relevant Quarter’ refers to the Quarter during which the PRN’s are offered by the Member to the Scheme.

7.4 The Member shall pay fees and other levies and charges as set out in section 9 of these Terms and Conditions.

7.5 The Member shall meet with all reasonable requests made by the Operator in ensuring the compliance with the Regulations of the Scheme and its Membership.

7.6 The Member will monitor its environmental performance and any supporting policies and procedures, such that opportunities to maximize the recycling and recovery of packaging materials are recognized and responded to. Such reviews will include practices and methodologies employed in the gathering and interpretation of packaging data.

7.7 The Member shall display the ValuePack name and logo only by agreement in writing with the Operator.

8.0 Provision of Information

8.1 The Member shall provide the Operator of the Scheme, in the format provided by the Operator (the Packaging Data Form), and on such media or computer software as the operator may reasonably require, such information as is required for the purposes of compliance by the Scheme with the Regulations. Any information provided by the Member shall be accurate and complete.

8.2 The Member shall provide the Operator with any other information it may reasonably require in relation to the recycling, recovery and management of other waste materials generated and / or handled by the Member, where such information is necessary in the execution by the Operator of the Scheme’s obligations under the Regulations.

8.3 The Member shall promptly notify the Scheme Operator of any material changes to the information provided pursuant to clause 8.1 and 8.2, and to any other information provided by the Member in respect of any other clause contained herein, or otherwise provided as part of the Membership Application process.

8.4 The Member warrants that all information provided to the Scheme Operator shall be accurate and complete to the best of its reasonable knowledge.

8.5 The Member will provide to the Scheme Operator, its authorized agents or the Agency, access to any financial data and operational records as may be required in ensuring compliance with the Regulations or with these Terms and Conditions, such data to be provided within time limits and in a format (including but not limited to software or media format) as may be reasonably required.

8.6 The Operator shall be entitled to disclose information provided by the Member under these Terms and Conditions, or otherwise provided as part of the Application process or arising from the Member’s continued participation in the ValuePack Scheme, to the Agency, or any EU, International, UK governmental or other Public authority, for the purposes of compliance with the Regulations or these Terms and Conditions.

9.0 Payment of Fees and other Charges

9.1 The Member shall be liable for a fee in each Scheme Year which shall comprise a Membership Fee, an Agency Fee and a Material Levy as follows:

9.1.1 A Membership Fee which is payable on joining the Scheme and on an annual basis thereafter.

9.1.2 An Agency Fee equal to the amount paid to the Agency by the Operator on the Member’s behalf. The Group Membership Fee is the aggregate of all of Group company fees payable to the Agency.

9.1.3 a Material Levy in respect of the cost of providing evidence of the Scheme’s compliance with the Regulations on behalf of the member by acquisition of PRN’s/PERN’s or other valid evidence of reprocessing, including the Scheme’s reasonable additional costs incurred in obtaining such proof and any reasonable charges for contingencies or investments by the Operator in activities to pursue the aims of increasing recycling and recovery and the best practicable operation of the Scheme. This Material Levy will be charged on a Quarterly basis, calculated as the projected Annual Recycling & Recovery Obligation at a given Quarter divided by 4.

Anticipated Quarterly Material Levy Costs for the Scheme, calculated on the basis of Membership composition at a given Quarter and projected costs arising from acquisition of PRN/PERN’s or other valid evidence of reprocessing, will be invoiced at the commencement of each Quarter. At the end of Quarter 4 in a given Membership Year, the Scheme will review actual Material Levy costs incurred by the Scheme in meeting its Members’ aggregated net obligation. In the event that the Scheme’s costs in procuring such evidence are not met by annual Material Levy payments, an additional sum will be charged to each Scheme Member according to its percentage obligations for each material type. In the event that the costs in procuring such evidence are exceeded by the annual Material Levy payments accrued to the Scheme, and at the Scheme Operator’s discretion and having regard to the subsistence of the Scheme, a rebate will be paid to each Scheme Member according to its percentage obligations for each material type.

9.2 The Scheme Operator reserves the right to impose additional charges associated with any additional administration, audit or monitoring activities arising from Group Membership of the Scheme, including the acceptance or removal of new business units or subsidiaries under an existing Group Membership within a given Membership Year.

9.3 The Membership Fee and the Agency Fee are payable by the Member or Group Representative Member on Application to join the Scheme and thereafter in relation to successive Membership Years.

9.4 Material Levy payments will be invoiced at the commencement of each Quarter of the Membership Year, calculated as detailed under clause 9.1.3.

9.5 All Fees and Levies pursuant to these terms and conditions will be paid within 30 days of the date of invoice.

9.6 In the event that the Annual Membership or Agency Fees remain unpaid more than 30 days after the date of Application for Membership, or, in the case of Material Levy or other supplementary charges more than 30 days after the date of invoice, the Member, or Group Representative Member as the case may be, shall pay interest on that sum at the rate prescribed by the Late Payment of Debts (Interest) Act 1998, such interest to be calculated on a daily basis from the date upon which such sum became due.

9.7 Payments made in respect of a Group Member which leaves the Scheme during a Membership Year are non-refundable.

9.8.1 The Scheme Operator will provide invoice and account summaries toScheme Members on a Quarterly basis.

9.8.2 All fees and levies payable under these Terms & Conditions will be exclusive of VAT.

9.9 All payments due under these Terms & Conditions will be free of any deduction, set-off or counter-claim.

10.0 Refusal of Membership

10.1 The Operator may refuse an application for Membership or renewal of Membership if accepting such an application would in the Operator’s reasonable opinion:

1. place at risk or undermine the Scheme’s ability to comply with the Regulations;
2. place undue pressure on the resources, (financial, managerial or otherwise), available to the Scheme in meeting the aggregated obligations of its Members;
3. if the applicant is unable, in the Operator’s view, to demonstrate its ability to meet its obligations under the terms of the Agreement, including but not limited to the payment of levies and fees.

11.0 Termination of Membership

11.1 The Operator may terminate the Member’s Membership by notice in writing and with immediate effect if:

1. The Member or a Group Member commits a material breach of its obligations under these Terms and Conditions which, if capable of remedy, is not rectified within the time specified, and to the satisfaction of the Operator.
2. The Member or a Group Member is subject to the appointment of a administrative receiver or other similar official, whether on compulsory or voluntary basis.
3. The Member or a Group Member is subject to a petition for winding up, convenes a meeting of creditors or passes a resolution for winding up.
4. it (the Operator) gives not less than 30 days notice to the Member or Group Member.
5. the Member or Group Member, in the opinion of the Operator acts so as to bring the Scheme into disrepute.

11.2 The Member or Group Representative Member may terminate its Membership of the Scheme on giving 3 months’ notice in writing to the Operator. In order for such notice to be valid in respect of the current Membership Year, it must be received by the Operator on or before 31st August in the current Membership Year. In order for such notice to be valid in respect of the Membership Year immediately following the current Membership Year, it must be received on or before 1st December in the current Membership Year.

12.0 Termination of the Scheme

12.1 The Operator may terminate a the Scheme at the end of any Membership Year on giving 3 months notice in writing to all Scheme Members.

12.2 Where Notice has been given of termination of the scheme, all Membership obligations pursuant to clause 9.0, Payment of Fees and Charges shall remain.

12.3 The Operator will have no liability to Members after termination.

13.0 Indemnity

13.1 Each Member indemnifies the other Members and the Operator against any and all claims, costs, liabilities and expenses (including all legal expenses) arising from its non-compliance with these Terms and Conditions or the Regulations, and including failure to provide information in compliance with these Conditions, and the provision by the Member of false, misleading or incomplete data.

13.2 In order to mitigate any additional financial burden on the collective membership of the Scheme arising from a Member’s contravention of the Scheme’s Terms and Conditions, the Operator may, at his discretion, seek appropriate compensation from the defaulting Member.

14.0 Confidentiality

14.1 The Member and the Operator undertake not to make any disclosure of Confidential Information to third parties except in the event that such disclosure is required by law or where such information already exists in the public domain.

14.2 This undertaking will remain in force following termination of Membership or the Scheme.

14.3 The Member consents to the use of its name for the purposes of promoting the Scheme.

15.0 Changes to Terms and Conditions and Assignment

15.1 The Operator may at any time amend, modify or add to any provision of these Terms and Conditions if, in its reasonable opinion, failure to do so would contravene a prevailing or forthcoming EU Directive, UK legislation, its obligations under the Regulations or guidance from DEFRA or its successor, or would in any other way affect the performance of the Scheme.

15.2 Any amendment made pursuant to clause 15.1 will be binding upon the Operator and the Member 30 days from notification by the Operator, or such lesser time as may be necessary in complying with the requirements of any regulatory amendment or guidance.

15.3 Neither the Operator nor the Member may assign its rights or obligations under these Terms & Conditions.

16.0 Force Majeure

16.1 Neither the Operator nor the Member shall be liable each to the other for any delay, hindrance in the performance of or failure to perform its obligations under these Terms and Conditions (other than the Member’s obligation to make any payment) provided that the failure, delay or hindrance arises directly or indirectly from circumstances beyond its reasonable control and arising without fault or error on the part of either party and as such circumstances are usually recognised as events of force majeure, and provided also that the affected party immediately notifies the other of the reason for the default or delay and makes all reasonable efforts to overcome it.

16.2 Neither the Operator nor the Member shall have any liability to the other for any failure to perform its obligations where such performance is or becomes unlawful under or contrary to the requirements of any applicable legislation.

17.0 Governing Law and Jurisdiction

17.1 These Terms and Conditions shall be governed by and construed in accordance with English law and the Member and the Scheme Operator agree to submit to the non-exclusive jurisdiction of the English Courts in relation to any claim or matter arising in relation to these Terms and Conditions.

18.0 Notices

18.1 Any notice, invoice or other communication made pursuant to these Terms and Conditions shall be in writing and delivered to the relevant party or sent by first class prepaid letter to the address of the party given in the Membership Agreement or such other address in the United Kingdom as may from time to time be notified under these Terms and Conditions.

18.2 Each such notice, invoice or other communication shall be deemed to have been given or made and delivered, if by letter, 48 hours after posting or, if by delivery, when left at the relevant address.