1  DEFINITIONS

In these Conditions the following rules and definitions apply, unless the context otherwise dictates, shall have the following meanings:-

“Accredited Reprocessor” - an entity accredited by an Agency to be a UK reprocessor of packaging waste materials;

“Agency” – means the Environment Agency in England and Wales; SEPA, or the EHS as the case may be;

“Agreement” – references to the “Purchase Order” supplied to the “Company” by the “Customer” and encompasses the Conditions within this PRN Brokerage set of Terms and conditions;

“Awaiting Acceptance PRN” – a PRN that the Seller has authorised but is yet to be accepted on the RPD by the End Receiver;

“Awaiting Authorisation PRN” - a PRN that is the subject of the Agreement prior to the Seller’s final issuance or transfer to the End Receiver;

“Company” – Beyondly Global Ltd whose address is based at Griffin House, Broughton Hall, Skipton, North Yorkshire BD23 3AN;

“Conditions” – means these terms and conditions and conditions agreed within an accepted Purchase Order from the “Customer”;

“Customer” – also known as the “Buyer” whom is requiring PRNs from Beyondly Global or a Beyondly Global Supplier;

“Dispute” – as per definition in Condition 10 of the Agreement;

“Delivery Due Date” - the date by which the Seller is to make the PRN available within RPD for acceptance by the Customer as stated within the Customer Purchase Order and after due Fee payments have been made accordingly;

“End Receiver” – a publicly listed Producer or Compliance Scheme as also stated within the Customer Purchase Order;

“Exporter” - an entity accredited by an Agency to be an exporter of packaging waste materials. Such PERNs would not count towards PRNs required by the Customer that must relate to UK reprocessing of the packaging waste materials;

“Fees” – any fee or other charge or levy payable under the Conditions;

“Force Majeure” - any event beyond the reasonable control of Beyondly Global and shall include but shall not be limited to acts of God or war or terrorism, fire, floods, earthquakes, storms, defaults by suppliers, strikes, lock out, industrial disturbances, riots, civil commotion or unrest, interference by civil or military authorities and compliance with the acts, regulations or orders of any local, governmental or other regulatory insofar as these have been implemented or modified since the date of the agreement;

“RPD” - the ‘Report Packaging Data’ Database maintained by the Environment Agency, the Scottish Environment Protection Agency and Northern Ireland Environment Agency and hosted for the time being at https://www.gov.uk/guidance/report-packaging-data

“PRN” – means a packaging waste recovery note or packaging export recovery note (PERN) as set out in the regulations to be generated by an Accredited Reprocessor or an Accredited Exporter and agreed in the Customer Agreement to be bought by Beyondly Global;

“PRN Reference Number” - the unique PRN reference number generated automatically within NPWD when the Seller makes available PRNs to the End Receiver;

“Producer Responsibility Obligations” – the Producer Responsibility Obligations as set out in the Regulations;

“Purchase Order” – the Agreement raised by the Customer and given to Beyondly Global to purchase PRNs from the Seller and which incorporates these Conditions;

“Regulations” – means The Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024 and any subsequent amendments thereto whichever is applicable to the Member;

“Seller” - an Accredited Exporter or an Accredited Reprocessor who offers for sale the PRN within RPD that is the subject of the Customer Purchase Order;

“VAT” - value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.

2  INTRODUCTION AND APPLICATION

2.1  These Conditions are the only conditions upon which Beyondly Global, the Company, is prepared to deal with the Customer and they shall govern the Agreement to the exclusion of all other terms and conditions.

2.2  No terms or conditions endorsed on, delivered with or contained in the Customer Purchase Order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referenced.

2.3  The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Beyondly Global which has not been set out in the Agreement.

2.4  The Customer shall ensure that the terms of its Purchase Order and any applicable specification are complete and accurate. The quantity and description of the PRN shall be as set out in the Purchase Order from the Customer.

3  PRN TRANSFER

3.1  Prior to the Due Date, Beyondly Global will notify the Customer of the PRN Reference Number and details of the “Awaiting Acceptance” PRN within RPD.

3.2  It shall be the Customer’s sole responsibility to accept an “Awaiting Acceptance” PRN within their RPD portal.

3.3  Any Due Date is intended to be a deadline target date and it may be that Beyondly Global request that an Accredited Exporter or Accredited Reprocessor transfers PRNs to the Customer in advance of the Due Date.

3.4  If there is a delay in the transfer of PRNs (not as a result of Customer late payment) and the Delivery Due Date is missed then the Customer is not entitled to terminate the Agreement unless such delay exceeds 30 days or the delay extends beyond the 15th January of the following calendar year (whichever comes soonest).

3.5  In the event of Beyondly Global failing to settle the PRN transfer in line with the Customer Agreement and as per Condition 7.3 of the Agreement then for any reason, other than any reason beyond the control of Beyondly Global, Beyondly Global is liable to the Customer, and such liability shall be limited in accordance with Conditions 7.3.

3.6  The Customer shall not reject a PRN within RPD without the prior written consent of Beyondly Global.

4  RISK

4.1  Upon transfer within RPD, risk in a PRN shall pass to the Customer.

4.2  Notwithstanding transfer of the PRN, the beneficial ownership of the PRNs shall not pass to the Customer until Beyondly Global has received the full price of the PRN within the nominated Beyondly Global bank account.

5  PRICE AND PAYMENT

5.1  Unless otherwise agreed by in writing by both the Customer and Beyondly Global, the price for the PRN shall be the price set out in the Customer Purchase Order.

5.2  The price indicated in the Purchase Order shall be binding and exclusive of any VAT or similar sales tax. The Customer shall be liable for payment of these additional charges.

5.3  Payment has to made to Beyondly Global for the PRNs prior to the Due Date.

5.4  The Customer shall make payment by bank transfer to Beyondly Global or any other guaranteed method of payment and no payment shall be deemed to have been received until the funds have cleared within the stated bank account of Beyondly Global.

5.5  If the Customer fails to pay Beyondly Global any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to Beyondly Global on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Co-operative Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

6  TERMINATION

6.1  Beyondly Global shall reserve the right at any time by giving notice in writing to the Customer to terminate the Agreement immediately if:

the Customer commits a material breach of any of the terms and conditions of the Agreement;

any distress, execution or other process is levied upon any of the assets of the Customer;

the Customer ceases or threatens to cease to carry on its business; or

the financial position of the Customer deteriorates to such an extent that in the opinion of Beyondly the capability of the Customer adequately to fulfil its obligations under the Agreement has been placed in jeopardy.

6.2  The Customer shall reserve the right at any time by giving notice in writing to Beyondly Global to terminate the Agreement immediately if:

Beyondly Global commits a material breach of any of the terms and conditions of the Agreement.

7  LIMITATION OF LIABILITY

7.1  Save for Condition 3.4, the following provisions set out the entire financial liability of Beyondly Global to the Customer in respect of any breach of the Agreement;

7.2  Nothing in these Conditions excludes or limits the liability of Beyondly Global:

(i) for death or personal injury caused by Beyondly Global negligence;

(ii) for any matter which it would be illegal for Beyondly Global to exclude or attempt to exclude its liability; or

(iii) for fraud or fraudulent misrepresentation.

7.3  Subject to the above Conditions (7.1 and 7.2) the total liability of Beyondly Global under the Agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the excess (if any) of the cost to the Customer to obtain the equivalent PRNs by the required material type via the open market at the cheapest available price over the Agreement price (as per Customer Purchase Order) or in the event that no suitable substitute PRNs are available in the market, Beyondly Global shall immediately repay to the Customer all sums paid to Beyondly Global to date under the Agreement.

8  CONFIDENTIALITY

8.1  Beyondly Global will hold all documents and information received in connection with the performance of the Agreement in strict confidence.

8.2  Such documents and information will not be disclosed by Beyondly Global to any third party except under the data requirements of the Packaging Regulations, without the permission of the Customer unless a duty to disclose is imposed under statute or by court order.

8.3  Beyondly Global adhere to all requirements of The EU General Data Protection Regulation (GDPR) May 2018 and The UK Data Protection Act and all relevant legislation.

9  FORCE MAJEURE

9.1  Neither Beyondly Global nor the Customer shall be liable each to the other for any delay, hindrance in the performance of or failure to perform its obligations under these 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.

10  DISPUTE RESOLUTION

10.1  If a Dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it then, except as expressly provided in these Conditions, the parties shall follow the dispute resolution procedure set out in this Condition:

(i) Negotiation - the Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to the Agreement through negotiations between a director of each of the Parties with authority to settle the relevant Dispute. If the Dispute cannot be settled amicably within fourteen (14) days from the date on which either Party has served written notice on the other of the Dispute then the remaining provisions of Condition 10 shall apply.

(ii) Arbitration - in the event of a Dispute between Beyondly Global and the Customer concerning the interpretation of any provision of the Agreement or the performance of any of the terms of the Agreement, such matter or matters in dispute shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators, one appointed by each Party, and the third, who shall be the chairman, selected by the two appointed arbitrators and failing agreement by the Chairman of the International Chamber of Commerce.

11  ANTI-CORRUPTION

11.1 Beyondly Global is and will remain in compliance with the laws of United Kingdom applicable to the services it will perform under the Agreement.

11.2 Beyondly Global will not, and nor will any of its officers, employees, shareholders, representatives or agents, directly or indirectly, either in private business dealings or in dealings with the public sector, offer, give or agree to offer or give (either itself or in agreement with others) any payment, gift or other advantage with respect to any matters which are the subject of these terms and conditions which would violate any anti-corruption laws or regulations applicable to Beyondly Global

11.3 To the best of its knowledge and belief, Beyondly Global

(i) has not at any time been found by a court in any jurisdiction to have engaged in any Corrupt Act (or similar conduct),

(ii) has not at any time admitted to having engaged in any Corrupt Act (or similar conduct), or

(iii) has not at any time been investigated or been suspected in any jurisdiction of having engaged in any Corrupt Act (or similar conduct).

12  GENERAL

12.1  The Customer shall not be entitled to assign or transfer or sub-contract any of its rights, benefits or obligations under the Agreement without the prior written consent of Beyondly Global.

12.2  All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid post or sent by e-mail:

12.3  If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.

12.4  Failure or delay by Beyondly Global in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.

12.5  Any waiver by Beyondly Global of any breach of, or any default under, any provision of the Agreement by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.

12.6  At its own expense, the Customer shall and shall use all reasonable endeavours to procure that any necessary third party shall promptly execute and deliver such documents and perform such acts as Beyondly Global may require for the purpose of giving full effect to the Agreement.

12.7  The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

12.8  The Agreement shall be governed by and construed in all respects in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in relation to the Agreement.

12.9  Any notice given or made under these Conditions shall be in writing and may be delivered to the relevant party or sent by post to the address of that party as shall have last been notified in writing by that party to the other party.

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

12.11 No payment accepted by either party and no neglect, failure, delay or indulgence on the part of either party in exercising any right in connection with or enforcing the Agreement or any term of Condition of the Agreement shall operate as a waiver of that party’s rights, powers or privileges.