AGREEMENT TO REGISTER WITH THE GOVERNMENT’s QUALITY ASSURANCE SCHEME FOR CARBON OFFSETTING

TERMS AND CONDITIONS

This is a Business to Business Agreement and applies to the application of a company to register under the Government’s Quality Assurance Scheme for Carbon Offsetting (“the Scheme”) to be considered as a provider of and/or reseller of offsets that have been authorised as approved under the Scheme.

BETWEEN

AEA TECHNOLOGY PLC (“AEA”) registered address 329 Harwell, Didcot, Oxfordshire OX11 0QJ registered in England and Wales, Registered Number 3095862, VAT Registration Number GB 641 930 839, at www.decc.gov.uk/offsetting

AND

You, as a registered company, applying for the approval of Offsets under the Scheme either in the capacity of an Offset Provider, a Reseller or as an Offset Provider selling Approved Offsets through a Small/Large Reseller                  (“You”)

BY REGISTERING TO APPLY FOR APPROVED OFFSETS YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  PLEASE READ THESE TERMS AND CONDITIONS BEFORE COMPLETING THE REGISTRATION

A. AEA is the approval body (“Approval Body”) appointed by the Department of Energy and Climate Change  (“DECC”) to manage the Scheme and is responsible for contracting with You to provide the approval services as detailed at condition 4 below (“the Approval Services”).

B. Registration (at www.decc.gov.uk/offsetting) with the Scheme entitles You to receive the Approval Services to identify whether Your Offsets meet the requirements of the Scheme (“Approved Offsets”).

C.This Agreement applies only to the number of Offsets stated at the time of Your application, therefore, when registering You must confirm the number of Offsets which are the subject of Your application. Additional Offsets following acceptance of Your registration will be subject to separate application by You and separate fees.

D. If Offsets for which You are applying meet the requirements of the Scheme You will be issued with a licence to use a quality mark that recognises the approval status of the Offsets.  If Your application is in respect of Offsets to be sold by a Small/Large Reseller, then the Small/Large Reseller will be issued with a licence to use a quality mark.  The approval requirements and procedures for the approval of Offsets and the licensing of the quality mark are as detailed on the Approval Body’s website

DEFINITIONS

“Offset” – The use of carbon credits to balance the total emissions that result from a defined activity measured in carbon dioxide equivalent (C02e).

“Offset Provider” – A company that sells offsets to the end consumer (either individual or business consumers) whether as a single offering or together with other goods and services.  The Offset Provider will be responsible for putting in place contractual arrangements with Small/Large Resellers which flow from the terms of this Agreement.

“Reseller” – A company/organisation that sells Offsets to the end consumer (either individual or business consumers) together with other goods and services but whose core business is not the sale of Offsets.  A Reseller also delegates emissions calculations and the sourcing and cancelling of carbon credits to a third party Offset Provider.

“Large Reseller” - A company/organisation that acts as an agent on behalf of an Offset Provider in the respect of the sale of the Offset Provider’s Approved Offsets.  A Large Reseller only sells Approved Offsets that are sold together with other goods and services, not as its primary business and has an annual turnover or balance sheet total of more than £8 million. A Reseller also delegates emissions calculations and the sourcing and cancelling of carbon credits to a third party Offset Provider 

“Small Reseller” – A company/organisation that acts as an agent on behalf of an Offset Provider in the respect of the sale of the Offset Provider’s Approved Offsets.  A Small Reseller only sells Approved Offsets that are sold together with other goods and services, not as its primary business and has an annual turnover or balance sheet total or less than £8 million. A Reseller also delegates emissions calculations and the sourcing and cancelling of carbon credits to a third party Offset Provider

1.  OFFER, ACKNOWLEDGEMENT AND ACCEPTANCE

Any prices and descriptions made or referred to on this website do not constitute an offer and may be withdrawn or revised at any time until the Agreement is made between the Approval Body and You.

The application to register submitted by You constitutes an offer by You to register with the Scheme to apply for the approval of Offsets and to receive the provision of the Approval Services by the Approval Body. The Approval Body shall acknowledge by e-mail receipt of Your application.

The Approval Body’s acceptance of Your registration is concluded when the Approval Body receives the Fee at which time this Agreement is formalised between the Approval Body and You.

The Approval Body will keep records of Your registration and acknowledgement and acceptance of this Agreement by You however You should print a copy of all records for Your own records.

2.       DURATION

2.1 This Agreement will commence in accordance with the terms of condition 1.3 and will, unless terminated early in accordance with condition 12, continue in force until completion of the Approval Period, as defined under condition 5.2.

2.2 Thereafter, this Agreement may be extended by further periods of twelve months subject to the written agreement of the Approval Body and You.  In the case of Small or Large Resellers, the extension of this Agreement will be subject to the written agreement of the extension of the Licence Agreement by the Small or Large Reseller.

3.       YOUR OBLIGATIONS

3.1     You represent that the information provided by You when making Your application is accurate and complete and that you have an authorised delegation from Your Company to enter into this Agreement.

3.2 You are responsible for the accuracy, completeness and any updating of Your account information, any passwords for accessing this website and for ensuring, Your Company reference number, account number secure against unauthorised access.

3.3 Approval of Your application will depend upon You providing the information required by the Approval Body to assess whether Your Offsets meet the Scheme Requirements.

3.4 If Your application is successful and You receive confirmation from the Approval Body that the Offsets for which You have applied meet the Scheme Requirements, You will comply with the approval requirements and procedures of the Scheme which can be obtained from the Scheme’s website www.decc.gov.uk/offsetting (“Scheme Requirements”).  Such Scheme Requirements shall be deemed to form part of this Agreement and any breach of the Scheme Requirements will be deemed to be a breach of the conditions of this Agreement.

3.5     In order to undertake the assessment of Your application, the Approval Body will need to be able to view Your data as held by the Environment Agency under the Emissions Registry or on a registry connected to the UNFCCC international transaction log.  You hereby give the Approval Body the right to view such data.

4.           APPROVAL SERVICES

4.1 Payment of the Fee defined in condition 7.1 entitles You to receive the Approval Services.  Once registered with the Scheme in accordance with condition 1.3, You are entitled to the Approval Services as detailed at 4.1(a) to 4.1(c) below. The Approval Body shall provide the Approval Services using reasonable skill and care and in accordance with all relevant legislation and good industry practice.

(a)      The provision of a personal case worker (“Case Worker), who will act as Your first point of contact for all matters concerning Your application under the Scheme.

(b)     Subject to payment of the Fee stated in condition 7.1, and the provision by You of all the information required for the approval process via the Approval Body’s website, the Approval Body will assess your application in accordance with the requirements of the Scheme.

(c )     The Approval Body will determine new applications for approval within 30 working days of receipt of payment of the Fee and the provision of required information.  Applications for renewal of approvals will be determined within 20 working days of receipt of the renewal Fee, as stated under condition 7, and receipt of required information.

5.           APPROVAL PROCESS AND QUALITY MARK

5.1     In the event Your Offsets are approved as meeting the requirements of the Scheme (“Approved Offsets”) the Approval Body will send you an e-mail confirmation and will send two hard copies of a Licence Agreement, as defined under condition 6 below, to give You rights of use of a quality mark which you can use to identify Approved Offsets to consumers (“Quality Mark”) Once one copy of the counter-signed Licence Agreement is received by the Approval Body, the Quality Mark will be made available to You.  If the Approved Offsets are to be sold by a Small or Large Reseller, then the Small or Large Reseller will be sent the Licence Agreement for signature.  As above, once the counter-signed Licence Agreement is received by the Approval Body, the Quality Mark will be made available to the Small or Large Reseller.

5.2     An Approved Offset will be valid for a period of 12 months from the date of signature of the Licence Agreement (the “Approval Period”).

5.3     You will receive feedback on an application considered not to have met the requirements of the Scheme.  This will include what actions are required for an Offset to be approved and You may re-submit Your application one further time within 12 months from the date the feedback is provided. No further fees for the re-submitted application will be required.

5.4     In order to achieve renewal of an Approved Offset, within a period of 20 working days before expiration of the Approval Period, You will re-submit information required by the Approval Body for re-assessment.   Subject to Your approval status being renewed and Your payment of the renewal Fee in accordance with Table 2 of Attachment 1, You will be issued an e-mail confirming the renewal of Your Licence Agreement.  In the event Your approval status is not renewed Your Licence Agreement or the Licence Agreement of the Small Reseller will expire.

6.       LICENCE TO USE QUALITY MARK

6.1     Any use of the Quality Mark in respect of Your Approved Offsets will be subject to a licence agreement (“the Licence Agreement”) covering the terms and conditions of use of the Quality Mark.  The Quality Mark is a registered trademark owned by DECC.  You will comply with the terms of such Licence Agreement, including guidance in relation to the Quality Mark to be found on the Approval Body’s website at www.decc.gov.uk/offsetting, and any other instructions and guidelines issued from time to time by the Approval Body on behalf of DECC.

6.2     The Quality Mark will only be used by You or a Small or Large Reseller in respect of Approved Offsets.

6.3     In the event of any failure by You or a Small or Large Reseller to comply with the Licence Agreement and/or the Scheme Requirements, You will be informed of such failure in writing by the Approval Body and given the opportunity to remedy the failure within 10 working days of receiving the written notice of the failure.  In the event remedy is not taken by You to correct the failure, You will be issued with written instruction from the Approval Body that Your rights, or the rights of a Small or Large Reseller, to use the Quality Mark under the Licence Agreement is withdrawn with immediate effect and that You or the Small or Large Reseller must immediately remove the Quality Mark from all hardcopy of any material in circulation.

6.4     Any continued use by You or a Small or Large Reseller of the Quality Mark after withdrawal in accordance with condition 6.3 will result in Your company and that of the Small or Large Reseller being listed on the Scheme’s website as being a company found to be mis-using the Quality Mark. We will also inform DECC who may initiate legal proceedings.

7.       FEES AND PAYMENT

7.1The fee payable for Approval Services of Your individual application for offset approval as detailed in Table 1 of Attachment 1 (“the Fee”) is based on the turnover or balance sheet total of Your company or, if Your company is part of a group of companies, the turnover or balance sheet total of the group, whichever are the greater.

7.2     In addition to the Fee payable in accordance with condition 7.1, a minimum fee of £1,000 is payable to the Approval Body, for assessing and approving methodologies associated with non-standard emission factors that are submitted either as part of an initial application, renewal or modification to an already approved offset. The Approval Body will provide the Offset Provider with an estimated price related to each individual non-standard emission factor submitted for approval, based on the volume and complexity of the methodology submitted. The assessment of each non-standard emissions factor will only be made once the assessment fee has been agreed by the Offset Provider and received by the Approval Body.

7.3     The Fee payable in respect of any renewal of the Licence Agreement is as defined in Table 2 of Attachment 1 to this Agreement.

7.4     The Fee payable for applications in respect of Small or Large Resellers is as defined in Table 2 of Attachment 1. This Fee covers the administration, Licence Agreement arrangements and the issue of the Quality Mark and subsequent auditing of Small or Large Resellers. The use of the Quality Mark by Small or Large Resellers is valid for a 12 month period from the date that the Quality Mark is provided to the Small or Large Reseller by the Approval Body. This can be extended in 12-month periods subject to the receipt of the annual Fee

7.5     There will be no refund of the Fee in the event of a refused application and/or in the event of a withdrawn application for registration.

7.6     Prices are pounds sterling as quoted on this website and are exclusive of VAT, withholding tax or any other tax of duty chargeable by any government or local authority which (where applicable) must be added to the price and will be payable by You.

7.7     Payment shall be made within 30 days of receipt of an invoice from the Approval Body.  Payments can be made via BACS transfer or credit card payments.  Payments must quote the invoice reference number in all occasions.  Full details of payment requirements will be re-issued with invoices.  No element of the Approved Service will be delivered until full payment is received.

7.8     BACS transfers must be made as follows:

 Account Name: AEA Technology Environment

Bank: Lloyds TSB plc

Branch: City Office

Sort Code: 30-00-02

Account No.: 01232768

For Credit Card Payments, please contact the Approval Body’s credit control team on 0870 190 6498 or 0870 190 6541.

7.9     The Approval Body will provide You with the relevant invoice through this website or by e:mail.

8.           INFORMATION AND CONFIDENTIALITY

8.1     Your Company name and address and the description of Your Approved Offsets will be published on www.decc.gov.uk/offsetting.

8.2          Subject to condition 8.1, the Approval Body will not release any of Your individual Company information (“Your Information”) into the public domain.  However, You may publicise Your Information and details of Your Approved Offsets in accordance with the obligations of the Scheme.

8.3     Where Your Information is covered by the Data Protection Act and the Approval Body and/or DECC requires consent to use Your Information for the purposes of marketing and publicity of the Scheme (including without limitation, publicity of Your Approved Offsets) and market research, the Approval Body and/or DECC will request your consent, such consent will not be unreasonably withheld.

8.4     Subject to conditions 8.1 to 8.3 above each party shall take all reasonable measures to keep confidential for the period of seven (7) years next following the date of commencement of this Agreement all information which is received from the other party under this Agreement and which is specified by the disclosing party to be confidential at the time of disclosure or which may come to one party's knowledge or is disclosed to it as a result of visiting the premises of the other party.

8.5     The obligation under condition 8.4 above shall not apply to information which either at the time of disclosure or after disclosure is published or generally available to the public other than through a breach hereof or information already in the receiving party's possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party or information acquired by the receiving party in good faith from a third party or information which the receiving party is obliged to disclose in order to comply with applicable laws.

9.          OFFSET PROVIDER/RESELLER DATA

9.1          Subject to the pre-existing rights of the Approval Body or any third party, where You have proprietary rights in information and data disclosed to the Approval Body for the purposes of the Approval Service, such “Offset Provider/Reseller Data” shall remain the property of You. You hereby consent to the grant of a royalty free, non-exclusive, non-transferable licence, to the Approval Body to use the Offset Provider/Reseller Data solely for the purposes of the Approval Services.

10.     LIABILITY

10.1          Notwithstanding any other provision of this Agreement, the total liability of the Approval Body arising under or in any way in connection with this Agreement whether in contract, tort (including negligence), for misrepresentation, breach of statutory duty, by way of indemnity or otherwise, including legal costs, shall be limited to £100,000 or 5 times the Fees payable under this Agreement whichever is the greater.

10.2   The limit in 1 above shall not apply where limitation is not permitted under English law, including in cases of fraud and death or personal injury caused by the negligence of the Approval Body.

10.3   Except where such losses incurred are within the limit in 10.1 above or covered by 10.2. above, the Approval Body shall have no liability for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of business, loss of profits, loss of time, loss of use, depletion of goodwill and like loss).

10.4   The parties each confirm that the exclusions and limitations of liability set out in this clause are fair and reasonable having regard to all relevant circumstances.

10.5   Except where not permitted under English law and except as expressly set out in this Agreement, the Approval Body hereby excludes to the fullest extent permissible in law all conditions, warranties and stipulations, whether express or implied, by statute, custom or otherwise.

11.     FORCE MAJEURE

11.1   Notwithstanding anything contained in this Agreement, in the event of any prevention or delay in the performance of this Agreement or any part hereof by the Approval Body for any reason beyond its reasonable control, such prevention of or delay in performance shall be deemed not to be a breach of this Agreement.

11.2   “any reason beyond its reasonable control” shall include, but not be limited to, pandemic or epidemic, death, injury or illness of key personnel, war, invasion, act of foreign enemy, hostilities, whether war be declared or not, civil war or strife, rebellion, strikes, lockout or other industrial disputes or actions, Acts of God, acts of government or other prevailing authorities (including the Approval Body’s compliance with any advice from government or other prevailing authorities on matters including in relation but not limited to the health, safety and welfare of its employees or contractors engaged in the performance of the Work), and defaults of third parties.

12.     TERMINATION

12.1   This Agreement shall expire in accordance with condition 2 and may be terminated:

(a) at any time by either party by giving one month's notice in writing to the other party; 

(b) by either party filing a petition in bankruptcy or insolvency, or by the appointment of a receiver for all or substantially all of the property of either party; or

(c) either party commits any material breach of this Agreement and if the breach is capable of remedy fails to remedy the breach within ten (10) days of receipt of a notice from the other party specifying the breach and requiring it to be rectified.

12.2   The termination of this Agreement shall be without prejudice to the rights and obligations of the parties under this Agreement.

12.3Notwithstanding the expiry or earlier termination of this Agreement for any cause, the terms of conditions 8, 9, 10, and 17.shall survive such expiry or termination.

13.          ASSIGNMENT

13.1   You shall not assign Your rights and duties under this Agreement, in whole or in part, without the prior written approval of the Approval Body, which approval shall not be unreasonably withheld in the event of corporate amalgamation, reconstruction or reorganisation of that party, provided that the assignee effectively undertakes to comply with all the terms and conditions of this Agreement, as though he had been an original party hereto.

13.2   The Approval Body shall be entitled to assign this Agreement to DECC or to any other approval body of the Scheme, as may be appointed by DECC at any time.

14. THIRD PARTY RIGHTS

14.1Save as may be expressly stated in this Agreement concerning the rights of DECC nothing in this Agreement confers or purports to confer on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

15.     SEVERABLITY

15.1If any provision of this Agreement is illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not invalidate the remaining provisions hereof or affect the legality, validity or enforceability of such provision in any other jurisdiction.  The parties hereto agree in such event to substitute legal, valid and enforceable provisions for the illegal, invalid or unenforceable provisions so as to implement the intentions of the parties hereto to the extent that this is legally possible.

16. ENTIRE AGREEMENT

16.1   This Agreement embodies the entire understanding of the parties and at the date of signature there are no promises, terms, conditions or obligations oral or written expressed or implied other than those contained herein.  However, this Agreement may be subsequently modified by written agreement of the parties.

17. LAW

17.1          Acceptance of this offer constitutes an Agreement made in England and subject to the laws of England and the sole jurisdiction of the courts of England and Wales between You and the Approval Body
 ATTACHMENT 1

Table 1: Price structure for initial offset approval[1]

Table 2 Fees structure for approved offset renewal

Fee in respect of Resellers

The fee charged to enable a Small Reseller to be given rights to use the quality mark is £750* per Small Reseller. The fee charged to enable a Large Reseller to be given rights to use the quality mark is £5,000*per Large Reseller

*All fees quoted are Ex VAT and are subject to annual review.  Applicants should check the website www.decc.gov.uk/offsetting for the latest information on fees.