Emissions Trading Scheme Single Union Registry Terms and Conditions for UK Aircraft Operator Holding Accounts Version 1.0: 03 February 2012 The Union Registry is operated and maintained by the EC Central Administrator. The Environment Agency is the National Administrator of Aircraft Operator Holding Accounts in the Union Registry for UK Aircraft Operators.
Explanatory Note 1. This explanatory note is included for information. It does not form a binding part of the Terms and Conditions. Capitalised words and phrases used in this note are defined in clause 2.1 of the Terms and Conditions and the rules of interpretation in Clause 2.2 apply to this note. 2 The UK Regulations and the UK Aviation Regulations provide the framework for participation in the EU emissions trading scheme for the purposes of implementing Directive 2003/87/EC(as amended by Directive 2004/101/EC) and Directive 2008/101/EC by the United Kingdom. 3 Article 19(1) of Directive 2003/87/EC requires that from 1 January 2012 all Allowances are held in a single Union Registry on accounts managed by National Administrators designated by Member States. 4 Registries Regulation No 920/2010 as amended by Regulation No 1193/2011, contains obligations on the Central Administrator including to create, operate, maintain and ensure the availability of the Union Registry. The Central Administrator is responsible for taking all reasonable steps to ensure that, amongst other things, the Registry is available for access by Account Holders 24 hours a day, 7 days a week. In addition to these Terms and Conditions, users must comply with any End User terms, legal notices, privacy policy, guides or other instructions published or otherwise imposed by the Central Administrator regarding use of the Registry or regarding the use of ECAS. 5 The Environment Agency has been designated as the National Administrator of Aircraft Operator Holding Accounts in the Union Registry for UK Aircraft Operators. 6 From 30th January 2012, the Union Registry was made accessible by the Central Administrator with limited functionality namely for the opening of Aircraft Operator Holding Accounts into which any free Aviation Allowances will be transferred. Allowances cannot be transferred in or out by the Account Holder before full activation, which will not take place before June 2012. 7 Under the Registries Regulation the Administrator has responsibilities which include regarding the opening, suspension of access to or closure of Accounts, the approval of nominated representatives, to consider and permit such changes to account details that require the approval of the Administrator and to initiate certain transactions if this is requested by the Account Holder in accordance with the provisions of the Registries Regulation. 8 All UK Aircraft Operators need to open an Aircraft Operators Holding Account in the Union Registry by applying to the Administrator and in due course appoint a Verifier to enter and/or approve the entry of annual verified emissions. 9 Account Holders need to appoint at least two Authorised Representatives (up to a maximum of 6) to submit information and requests on behalf of the Account Holder including in due course, requests in relation to Allowances held in their Accounts. 10 Account Holders may also nominate up to three Additional Authorised Representatives whose agreement is required to certain requests in relation to their Account or with read-only access. You must select which of the two roles are to apply to an AAR. An Account Holder can, as far as the Administrator is concerned, remove an Additional Authorised Representative at any time. 11 All Users of the Registry must be registered with ECAS (which authenticates identity on EC websites). ECAS user names, passwords and SMS Authentication are used to
enable a User to log in and to confirm any requests made to the Registry. It is the responsibility of Users to ensure that their security credentials and the equipment used to access and/or communicate with the Registry are kept secure.. 12 The Terms and Conditions for Use of the UK Registry regarding the limited functionality of the Registry and the limited responsibilities of the Administrator are set out in this document. Account Holders must agree to be bound by the Terms and Conditions. The Terms and Conditions limit the liability of both Parties and require Account Holders to accept responsibility and risk relating to their Use of the Registry. The Terms and Conditions may be modified at any time by the Administrator. All Authorised Representatives must comply with relevant parts of these Terms and Conditions. Authorised Representatives should note the sections in the Registry Account Opening Guide Aviation Operators dealing with use of personal data. Under the Registries Regulation certain information may be made public.
UK Registry Terms and Conditions 1. Application and scope 1.1 These Terms and Conditions govern Your Use of the Registry. They apply in addition to the Registries Regulation, the UK Regulations and the UK Aviation Regulations. 1.2 If You wish to Use the Registry as an Account Holder, then You must read and agree to be bound by these Terms and Conditions. You must also appoint Authorised Representatives who will access and Use the Registry on Your behalf. Authorised Representatives must be individuals and can include You if You are an individual. 1.3 Provisions about opening Accounts, and nomination of Authorised Representatives and Additional Authorised Representatives are in the Registry Procedures in the schedule to these Terms and Conditions. 1.4 In order to access the Registry You must also comply with terms and other requirements imposed in relation to ECAS and by the Central Administrator regarding use of the Registry. 2. Definitions and interpretation 2.1 In these Terms and Conditions, except where the context requires otherwise: AAR Account Holder Account Account Data Administrator Aircraft Operator Allowance Applicant Authorised Representative Aviation allowance means an Additional Authorised Representative; means a person who holds an Account in the Registry; means an Aircraft Operator Holding Account with the meaning given to it in the Registries Regulation; means information and data provided in connection with any application made under the Registry Procedures and the nomination of any Authorised Representative or otherwise supplied to the Administrator relating to You or Your Authorised Representatives; means the Environment Agency, a non-departmental statutory body established under the Environment Act 1995, in its capacity as National Administrator for the UK; has the meaning given to it in the Directive; has the meaning given to it in the UK Regulations; means any person wishing to open an Account; means in relation to an Account Holder, each of its Authorised Representatives and unless otherwise specified, its AARs; has the meaning given to it in the Registries Regulation;
CEDR Central Administrator Central Helpdesk Competent Authority Consent Content Data Exchange and Technical Standards Data Sharing Entities Decision 280/2004/EC Directive 2003/87/EC Directive 2004/101/EC Directors Dispute EEA ECAS means the Centre for Effective Dispute Resolution, UK Company number 2422813. The CEDR website is at www.cedr.co.uk; means the Central Administrator designated by the European Commission pursuant to Article 20 of Directive 2003/87/EC to operate and maintain the Union Registry and the EUTL; means the helpdesk through which the Central Administrator shall provide support to National Administrators for the purpose of helping them provide assistance and support to End Users; means the competent authority (the Secretary of State or the Regulator, as the case may be) as determined under the UK Aviation Regulations; means a message via the Registry from an AAR using SMS Authentication stating that it agrees to a Process which is the subject of a request made by an Authorised Representative on behalf of an Account Holder; means the data, text, images, material and information on the Registry; means the data exchange and technical specifications made available to National Administrators by the European Commission in accordance with the Registries Regulation; means those entities specified in the Registries Regulation to which the Administrator may provide information in accordance with the Registries Regulation; means Decision 280/2004/EC of the European Parliament and of the Council of 11 February 2004 concerning a mechanism for monitoring Community greenhouse gas emissions and for implementing the Kyoto Protocol; means Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC; means Directive 2004/101/EC of the European Parliament and of the Council amending Directive 2003/87/EC, in respect of the Kyoto Protocol s project mechanisms and to include aviation activities in the Scheme; includes the persons effectively directing the day to day operations of a legal entity; means a dispute between You and the Administrator in relation to these Terms and Conditions; means the European Economic Area; means the European Commission Authentication Service of the European Commission with which potential Users must be registered to become a user of European Commission
Systems, including the Registry at https://webgate.ec.europa.eu/aida/selfreg?locale=en End Users Environmental Information Regulations EUTL Freedom of Information Act Intellectual Property Rights Law Malicious Software National Administrator Party Process Registries Regulation Registry means, as regards the Central Administrator, Users of the Registry; means the Environmental Information Regulations 2004 (SI 2004/3391); means the European Union Transaction Log established by the European Commission and operated and maintained by the Central Administrator; means the Freedom of Information Act 2000; means all rights in inventions, patents, trademarks and service marks, design rights, rights in trade names and business names, copyrights (including, for the avoidance of doubt, rights in computer software), database rights and semiconductor topography rights and all other rights in the nature of intellectual property rights (in each case whether registered or unregistered and including all applications for the same) anywhere in the world; means any international or national law and includes any treaty, directive of the Council of the European Union, the Registries Regulation, statutes applicable in the UK, the UK Regulations, the Aviation Regulations, other statutory instruments, or the order of a court in the UK; means any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence; means the entity designated as responsible for managing on behalf of a Member State a set of user Accounts under the jurisdiction of a Member State in the Registry means, as the context requires, either or both You and the Administrator; means any process referred to the Registries Regulation; means Commission Regulation No 920/2010 for a standardised and secured system of registries pursuant to Directive 2003/87/EC of the European Parliament and of the Council and Decision 280/2004/EC of the European Parliament and of the Council as amended or replaced from time to time; means the single Union registry created, operated and maintained by the Central Administrator under the Registries Regulation including both the secure and non-secure areas of
the Website; Regulator Relevant Authority Scheme Secretary of State SMS Authentication Terms and Conditions UK Aviation Regulations UK HelpDesk UK Registry Procedures UK Regulations means any regulator for the time being under the UK Regulations and includes the Environment Agency in its capacity as such; means the Secretary of State, any Regulator, the Central Administrator, any Competent Authority, Data Sharing Entities, any UK government department and any other authority with whose requirements, directions or instructions the Administrator is required to comply; means the greenhouse gas emissions trading scheme established pursuant to Directive 2003/87/EC; means the Secretary of State for the purposes of the UK Aviation Regulations; means the system used by ECAS and the Central Administrator whereby requests (including to log-in) are authenticated by a challenge code sent to the mobile phone of a User registered for that purpose, which is then submitted by the User to ECAS or the Registry as the case may be; means these Terms and Conditions and includes the schedule as amended from time to time, but does not include any user guide that may be published by the Administrator; means The Aviation Greenhouse Gas Emissions Trading Scheme Regulations 2009 (SI No 2301) save as revoked and replaced by The Aviation Greenhouse Gas Emissions Trading Scheme Regulations 2010 (SI No 1996) as amended by The Aviation Greenhouse Gas Emissions Trading Scheme (Amendment) Regulations 2011 (SI No 765); means the helpdesk through which the Administrator will provide assistance and support to Users on Working Days in accordance with the Registries Regulation; means the schedule to these Terms and Conditions; means the Greenhouse Gas Emissions Trading Scheme Regulations 2005 (as amended)(si No 925 of 2005) as amended from time to time including by The Greenhouse Gas Emissions Trading Scheme (Amendment) (Registries and Fees etc.) Regulations 2011 (SI No 727 of 2011);
Use User Website includes applying for, opening, accessing and maintaining any Account, applying to be registered as a User and to be enrolled as an Authorised Representative, the nomination of any Authorised Representative, the operation of any Account, the submission of any requests to carry out any Process, the carrying out of any Process following such request, the giving or withholding of a Consent by an AAR and the use of any information in the Registry; includes Account Holders, Authorised Representatives and AARs; means the Registry at https://etsregistry.webgate.ec.europa.eu/euregistry/gb/index.xhtml# Working Day You means between 9.30 a.m. and 5.00 p.m. on any day other than a Saturday, Sunday or public holiday in England; and means (before acceptance of an application) any Applicant and (after the application is accepted) the Account Holder who has agreed to be bound by these Terms and Conditions with the Administrator; and Your shall be construed accordingly. 2.2 In these Terms and Conditions, unless the context otherwise requires: 2.2.1 the words other, include and including do not denote limitation in any way and the singular includes the plural and vice versa; 2.2.2 any reference to any treaty, statute, statutory provision or law, or decision of the European Parliament or directive of the Council of the European Union (whether issued jointly with any other person or under any other name), or direction, notification orders, standard or document issued by a Relevant Authority, includes a reference to such statute, statutory provision, law, directive, decision, direction, notification order, standard or document as amended, extended, re-enacted, consolidated or replaced from time to time, and includes any order, regulation, instrument or other subordinate legislation made under any such instrument, as may be amended, replaced, extended or consolidated from time to time; 2.2.3 references to a person includes an individual or legal person except where stated otherwise; 2.2.4 references to time are to the time prevailing in London unless otherwise expressly specified; 2.2.5 references to a year are to a calendar year; 2.2.6 the tables of contents, headings, sub-headings and descriptions of clauses after cross-references are for convenience only and do not affect the construction of the Terms and Conditions; and 2.2.7 references to clauses and schedule in the Terms and Conditions are to the clauses and schedule to these Terms and Conditions, and references to
paragraphs are references to paragraphs of the Registry Procedures, unless otherwise specified. 2.3 The language of these Terms and Conditions is English. If these Terms and Conditions are for any reason translated into any language other than English, the English text shall prevail. 2.4 If there is any inconsistency between these Terms and Conditions and the Registries Regulation, and/or the Aviation Regulations and/or the UK Regulations, then the provisions of the Registries Regulation, followed by the UK Aviation Regulations, followed by the UK Regulations prevail to the extent of the inconsistency. 2.5 If there is any inconsistency between these Terms and Conditions and any End User guide or other terms imposed by the Central Administrator, these Terms and Conditions shall prevail to the extent of the inconsistency. 2.6 If there is any inconsistency between the main body of these Terms and Conditions and anything in a schedule, then the main body of these Terms and Conditions prevails to the extent of the inconsistency. 3. Account Holders 3.1 You must comply with these Terms and Conditions and must ensure that Your Authorised Representatives and other agents also do so. 3.2 In Your Use of the Registry, You must comply with all Laws. You must only Use the Registry for lawful purposes and in a manner that does not infringe the rights of the Administrator or any third party, including the Central Administrator, or restrict or inhibit the use and enjoyment of the Registry by the Administrator or any third party, including the Central Administrator. 3.3 Your rights to access the Registry are limited to the non-secure area of the Website and the areas accessible to Your Authorised Representatives in accordance with the level of access granted to them and You must not access or attempt to access any part of the Registry to which You do not have express rights of access.. 3.4 You agree that for the purposes of these Terms and Conditions each Authorised Representative nominated by You is acting as Your agent and You are bound by and responsible as principal for their acts and omissions in relation to the Registry, whether or not the act or omission is outside the authority (express or implied) of Your Authorised Representative; 3.5 Your responsibilities are described in further detail in the Registry Procedures. Without limitation to the matters set out there and subject to clause 8 (Liability and indemnities), You acknowledge as follows: 3.5.1 Not used; 3.5.2 Not used; 3.5.3 if You are an Account Holder, You are responsible for checking the issue, of Aviation Allowances into Your Account and all other transactions and the information in the Registry in respect of Your Account;
3.5.4 If You are an Account Holder, You are responsible for ensuring compliance with any direction to You from the Central Administrator, EACS or any other Relevant Authority whose directions You are required to comply with; 3.5.5 You are responsible for maintaining the security of user names, passwords and any other security credentials including SMS Authentication challenge codes issued to Your Authorised Representatives, and the security and integrity of the computer and mobile phone used by You or Your Authorised Representatives to access or operate Your Account (including as a minimum, compliance with all security directions and procedures notified to You by the Administrator, the Central Administrator and ECAS and for the consequences, including financial consequences, of any failure by You or Your Authorised Representatives to do so; 3.5.6 You are responsible for obtaining all necessary consents, including licences, authorisations and exemptions required to Use the Registry and participate in transactions relating to Allowances; 3.5.7 use of or reliance on any Content obtained through the Registry is at Your own discretion and risk and it is solely Your responsibility to ensure that such Content meets Your requirements; and 3.5.8 You are solely responsible for any damage to Your computer system or settings or those of any of Your Authorised Representatives or loss of data that You or any of Your Authorised Representatives may suffer resulting from Use of the Registry. 4. Roles of the Central Administrator and Administrator 4.1.1 Subject to this clause 4, in acting as Administrator, the Administrator performs its functions on the terms set out in these Terms and Conditions and in accordance with the Registries Regulation, the UK Regulations, the UK Aviation Regulations and the Law. 4.1.2 Under the Registries Regulation the Administrator has responsibilities including regarding the opening, suspension of access to or closure of Accounts, suspension of access to Allowances, the approval of nominated representatives, to consider and permit such changes to account details that require the approval of the Administrator and to initiate certain transactions if this is requested by the Account Holder. 4.1.3 Under the Registries Regulation the Central Administrator is responsible for the creation, operation, maintenance and to ensure the availability of, the Registry and the security of data held in it; 4.1.4 The Central Administrator has powers in the Registries Regulation to suspend access to the Registry or the EUTL or parts thereof, including for planned maintenance and for breaches of security which threaten the integrity of the registries system and to Allowances. 4.1.5 The Administrator has no control over or has responsibility for the acts or omissions of the Central Administrator or EACS or the services they provide. 4.2 Notwithstanding anything in these Terms and Conditions, the Administrator is entitled to act or to refrain from acting in any of the following circumstances and shall not be held to be in breach of these Terms and Conditions for so doing:
4.2.1 to comply with or refrain from being in breach of any Law, including the Registries Regulation, the UK Regulations and the UK Aviation Regulations; 4.2.2 in accordance with any requirement, direction or instruction of a Relevant Authority; and 4.2.3 to comply with directions or requirements of the Central Administrator, including the Data Exchange and Technical Specifications or other documents made under the Registries Regulation. 4.3 Use of the Registry and UK HelpDesk by Account Holders is based on electronic, webbased communications. While the Administrator will take all reasonable steps to keep the UK Helpdesk available for access during each Working Day in accordance with its obligations under the Registries Regulation, it cannot guarantee that the UK HelpDesk will be available without interruption. You acknowledge and accept that the Administrator may: 4.3.1 suspend access to Your Account or the Registry from time to time in the circumstances set out in the Registries Regulation and UK Regulations and the UK Aviation Regulations; 4.3.2 suspend access to Allowances without notice in accordance with the Registries Regulation or the Law; 4.3.3 suspend access to the UK HelpDesk from time to time. 4.4 The Administrator is entitled to rely on requests to initiate Processes and Consents and other communications made using valid user names, passwords and SMS Authentication challenge codes and has no obligation to You to enquire further into the validity of any such request, Consent or other communications. 4.5. You agree that the Administrator has no obligation to You to perform any obligation under these Terms and Conditions, the Registries Regulation, the UK Regulations or the UK Aviation Regulations to the extent that such performance is prevented or impaired by the occurrence of any unforeseen contingency or any event or circumstance beyond the control of the Administrator, including acts or omissions of the Central Administrator or EACS, failure of or suspension of access to the ECAS system, Registry, or the EUTL internet outages, communications outages, failure of third party services, labour disputes, power failure and fire, flood, war or any other act of God. 4.6 Nothing in these Terms and Conditions excludes or restricts or otherwise prejudices or affects any of the rights, powers, privileges, duties or remedies of the Secretary of State, of the Environment Agency in any capacity other than Administrator, or of any other Regulator or Data Sharing Entity. 5. Modifications 5.1 The Administrator may modify these Terms and Conditions from time to time at its discretion. Any such modification takes effect at the time specified by the Administrator and without Your prior consent. Notification of such modifications will take place either by Notice in accordance with these Terms and Conditions or via the Website. 5.2 It is Your responsibility to check the Website from time to time to find out about any modifications. You agree that each of Your Authorised Representatives is authorised to confirm Your acceptance of modifications on Your behalf. 5.3 These Terms and Conditions can only be modified in accordance with this clause 5.
6. Warranties and disclaimers 6.1 You represent and warrant to the Administrator on an ongoing basis that: 6.1.1 all information contained in any application submitted by You or otherwise submitted to the Administrator in connection with an application by You or otherwise supplied by You is true, accurate and not misleading nor a misrepresentation; 6.1.2 You have notified Your Authorised Representatives that their personal information has been passed to the Administrator and will be used in accordance with clause 9 and that they have consented to such use; 6.1.3 You are not bankrupt, insolvent, in compulsory or voluntary winding up, in administration or receivership, have not made or proposed a composition with creditors and are not in any analogous state, nor are You subject to relevant proceedings in respect of any of the above, nor do You presently expect to be, or to be put in, such a position in the foreseeable future. If you become insolvent You or Your lawful representative eg Administrator must contact the UK HelpDesk as soon as possible and comply with instructions given by the Administrator; 6.1.4 You have the power and authority to enter into and perform these Terms and Conditions and have obtained all necessary approvals to do so and have authorised each of Your Authorised Representatives to accept these Terms and Conditions and any modifications to them on Your behalf; and 6.1.5 to the best of Your knowledge, there is no legal, regulatory, contractual or other restriction upon You entering into and performing Your obligations under these Terms and Conditions. 6.2 You acknowledge that the Administrator: 6.2.1 does not represent or make any warranty in respect of the accuracy, reliability, completeness, currency or continuous supply of anything contained in or distributed through, or linked, downloaded or accessed from the Registry or the results obtained from using the Content of the Registry; 6.2.2 Not used; 6.2.2 expressly disclaims any and all warranties, express or implied, to the extent permitted by applicable Law, including without limitation warranties of satisfactory quality, merchantability and fitness for purpose with respect to the Registry and its Content; 6.2.3 does not warrant that the Registry or its Content will be free from errors or that the Registry and the related server are free from computer viruses or other harmful applications; 6.2.4 will not be responsible or liable for the content of any material posted to the Registry by third parties which is defamatory, obscene, inaccurate, misleading, unlawful, pornographic or which in any way infringes a third party s rights, including but not limited to intellectual property rights. 7. Confidentiality
7.1 Information relating to You held in the Registry and to which the Administrator has access or is held by the Administrator, and, where You are an Account Holder, relating to Your Account shall be treated as confidential by the Administrator, subject to clause 7.2. 7.2 You consent to the Administrator disclosing information referred to in clause 7.1 without any further notice to You in any of the following circumstances: 7.2.1 where the disclosure is made for the purposes of acting as Administrator in accordance with the Registries Regulation, the UK Regulations, the UK Aviation Regulations or these Terms and Conditions; 7.2.2 where the disclosure is made in order to provide, operate and maintain security measures for the Registry; 7.2.3 where the disclosure is made to the Secretary of State, any Regulator (in its capacity as such), the Central Administrator, or the EUTL; 7.2.4 where the information is made available on the non-secure area of the Website or a website pursuant to the Registries Regulation; 7.2.5 where the disclosure is made under and in accordance with any Law (including the Freedom of Information Act or the Environmental Information Regulations) or any requirement, direction or instruction of a Relevant Authority; 7.2.6 where the disclosure is made to Data Sharing Entities in accordance with the Registries Regulation; 7.2.7 where the disclosure is made in the course of legal proceedings; or 7.2.8 where the information is already in the public domain, except where that is due to a breach of confidentiality by any person. 7.3 You must treat as confidential information relating to the Administrator disclosed to You under or in connection with these Terms and Conditions. You may only disclose that information without the consent of the Administrator in the circumstances listed in clauses 7.2.1 to 7.2.8. 8. Liability and indemnities 8.1 Subject to clauses 4.2, 4.3, 4.5, 8.3, 8.4 and 8.6, the total liability of the Administrator and any of its employees, officers or agents to You and any of Your employees, Authorised Representatives, officers and agents, for any loss (including any claim, cost (including professional costs), damage or expense) arising under or in connection with these Terms and Conditions, the Registry or the Scheme and whether or not in law, contract, tort (including negligence) or otherwise, including loss in respect of any: 8.1.1 breach of these Terms and Conditions; 8.1.2 suspension, interruption, delay, shutdown or closure of any part of the UK HelpDesk; 8.1.3 error in the content or accuracy or completeness or incompleteness of the information held on the Registry unless the information has been created or provided by You or a third party;
8.1.4 in respect of Accounts administered by the Administrator, unauthorised access to, or alteration of, any communications to the Registry or unauthorised access to or modification of information recorded on the Registry where this is directly due to the failure of the Administrator to comply with its obligations, other than where this is by or due to You or Your Authorised Representatives in breach of clause 11.1.4 or otherwise; 8.15 save as provided in clause 8.3.2, the acts or omissions providers of telecommunications services or software services or for faults or failures of their networks, equipment; 8.1.6 the performance or non-performance by the Administrator of its functions; 8.1.7 any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms and Conditions and/or resulting from the performance or non-performance by the Administrator of its functions; 8.1.8 breach (whether by negligence or otherwise) by the Administrator of the directions from the Secretary of State, the UK Regulations, the UK Aviation Regulations, or the Registries Regulation, 8.1.9 any other matter under or relating to these Terms and Conditions, the Registry or the Scheme shall not exceed an amount of 5,000 Sterling in respect of all liability towards You or any of Your Authorised Representatives, officers and agents arising in any year. This single cap applies even where You are an Account Holder with more than one Account and even where You have more than one capacity under these Terms and Conditions. 8.2 Save for Your liability under Clause 8.5 and subject to Clauses 8.4 and 8.6, Your liability to the Administrator and any of its employees, officers or agents for any loss (including any claim, cost (including professional costs), damage or expense arising under or in connection with these Terms and Conditions, the Registry or the Scheme and whether or not in law, contract, tort (including negligence) or otherwise) including loss in respect of any: 8.2.1 breach of these Terms and Conditions 8.2.2 the suspension, interruption, delay, shutdown or closure of the UK HelpDesk connected with Your act or omission pursuant to these Terms and Conditions; 8.2.3 an error in the content or accuracy or completeness or incompleteness of the information held on the Registry that has been created or provided by You; 8.2.4 any representation, information or warranty (other than a fraudulent misrepresentation), statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions and/or resulting from the performance or non-performance by You or Your Authorised Representatives of Your or their respective obligations under these Terms and Conditions; 8.2.5 the acts or omissions of providers of telecommunications services or software services or for faults or failures of their networks, equipment or software; 8.2.6 any other matter under or relating to these Terms and Conditions, the Registry or the Scheme,
shall not exceed an amount of 5,000 Sterling in respect of all liability towards the Administrator and any of its employees, officers or agents arising in any Year. This single cap applies even when You are an Account Holder with more than one Account and even where You have more than one capacity under these Terms and Conditions. 8.3 Subject to clause 8.6, the Administrator and any of its employees, officers or agents shall not be liable to You or any of Your employees, Authorised Representatives, officers or agents for any loss (including any claim, cost (including professional costs), damage or expense) whether or not in law, tort (including negligence), contract or otherwise arising out of: 8.3.1 the inability of the Administrator to act in the circumstances set out in clause 4.5; 8.3.2 the acts or omissions of providers of telecommunications services or software services or for faults or failures of their networks, equipment or software where these services are provided to You (eg in connection with SMS Authentication) or to third parties, including the Central Administrator or ECAS, or for any security breaches in connection therewith; including unauthorised interception of SMS messages; 8.3.3 Not used; 8.3.4 Not used; 8.3.5 Not used; 8.3.6 an error committed by a third party or the rectification of such error, including the removal of Allowances from Accounts in order to correct any error committed by a third party; 8.3.7 the acts or omissions of any other person with rights to Use the Registry; 8.3.8 an act or omission of the Administrator in the circumstances set out in clause 4.2; 8.3.9 errors or deficiencies in the Registry, ECAS or the EUTL, or any failure, act or omission of the Central Administrator, other National Administrators, Users of Accounts administered by other National Administrators or ECAS; 8.3.10 the Administrator acting following a direction from the Secretary of State or other Relevant Authority, the Central Administrator, or a court, tribunal or similar entity, including where such or a direction is subsequently found to have been given incorrectly; 8.3.11 subject to clause 8.1.8, the Central Administrator denying or suspending access of the Administrator or You or Your Authorised Representatives to Allowances or to the Registry or the EUTL for any reason, including where the security, integrity and/or normal operations of the Registry or EUTL or the systems of another User of the Registry or EUTL, may have been or is likely to be compromised or have been breached or that there exists another security risk or access to ECAS being denied or suspended; 8.3.12 in the circumstances set out in paragraphs 4.1.5, P8.3, and P19.3 and any other circumstances in respect of which the Administrator is stated in these Terms and Conditions to be not liable.
8.4 Subject to clauses 8.5 and 8.6, neither Party shall be liable to the other Party or any of that Party s officers, employees or agents or any other person in any circumstances whatsoever (including in contract, tort (including negligence), misrepresentation or otherwise) for any of the following: 8.4.1 consequential, indirect or incidental loss or damage; 8.4.2 economic loss, loss of actual or anticipated profits or savings, loss of sales or turnover, loss of production, loss of or damage to reputation, loss of goodwill, loss of business opportunity, loss of customers, loss under or in relation to any contract; 8.4.3 loss of security rights or interests; 8.4.4 loss of, or loss of use of, or damage or corruption of software or data; or 8.4.5 regulatory fines, other enforcement action or penalties including civil penalties under the UK Aviation Regulations or any penalty levied in any other jurisdiction. 8.5 You shall indemnify the Administrator, its employees, officers and agents against any and all loss, cost, damage, claim, liability or expense (including any professional costs on a client paying basis) whether in Law, tort, contract or otherwise, which any of them may suffer or incur in connection with: 8.5.1 any claim, demand, action or proceeding made or brought by any third party ( Claimant ) on account of any and all liability loss, damage, cost (including professional costs) and expense (whether direct or otherwise) suffered or incurred or alleged to have been or to be going to be suffered or incurred, by the Claimant or any of the Claimant s officers, employees or agents, arising from or in connection with: (a) Your act or omission or the act or omission of any of Your Authorised Representatives, officers, employees or agents; or (b) any transaction or arrangement of whatever nature (whether for value or not) between You and the Claimant or any other person relating to or in connection with Allowances or Processes 8.5.2 any misuse by You or any of Your officers, employees or agents of the Registry including, without limitation, (a) (b) (c) by introducing Malicious Software; by attempts to gain unauthorised access to the Registry, the server on which the Registry is stored or any server, computer or database connected to the Registry; or by attacking the Registry or the UK HelpDesk via a denial-of-service attack or a distributed denial-of service attack. 8.6 Nothing in these Terms and Conditions limits or excludes liability that cannot, by Law, be limited or excluded, including liability for death or personal injury caused by the negligence of a Party or that Party s officers, employees or agents or for the fraud or fraudulent misrepresentation of a Party or that Party s officers, employees or agents. 8.7 The limitations and exclusions of liability of the Administrator as set out in this clause 8 and elsewhere in these Terms and Conditions are established by the Administrator to
reflect the nature and structure of the Scheme, the limited role of the Administrator in the Scheme in administering certain Accounts held in (but not creating, maintaining, operating or making available) the Registry established by the Central Administrator, the function of the Registry as a vehicle for recording information about Allowances enabling settlement of transactions involving Allowances to which the Administrator is not party, the nature of Allowances as fungible, dematerialised instruments, the connections between the Registry and the EUTL (over which the Administrator has no control) and the responsibilities on Central Administrator to create, operate, maintain and making the Registry available, which are not on the Administrator and are outside its control and the use of EACS over which the Administrator has no control. 9. Data Protection Act 9.1 You agree that the Administrator may use Your Account Data (including, if You are an individual, any personal information about You) in accordance with the purposes for which Your permission has been obtained, including as set out in this clause 9. 9.2 The Account Data that You supplied or supply to the Administrator includes personal information about Your Authorised Representatives. The Account Data supplied by those applying to be registered as Authorised Representatives also includes personal data. The Administrator will process that personal information in connection with the Scheme and in accordance with the Data Protection Act 1998 and any other applicable legislation. In order to do so it is important that You notify Your Authorised Representatives that their personal information has been or will be passed to the Administrator and will be used in accordance with clauses 9.3 and 9.4 below and that they have consented to such use. 9.3 The Administrator may use any personal information You have supplied in the following ways: 9.3.1 for the purposes of assessing information provided by You to comply with identity requirements and processing any Application (which may include making searches with credit reference or fraud prevention agencies); 9.3.2 in order to provide, operate and maintain security measures for the Registry, which may include passing personal information to third parties; 9.3.3 in order to manage Accounts in the Registry in respect of which it is Administrator, in accordance with the Scheme and all applicable Laws, including in the case of Account Holders, its Authorised Representatives or: (a) (b) by posting certain personal information on a non-secure area of the Website (which may be accessed by the general public) provided that You (the Account Holder) requested the Administrator in writing to display all or some of this information or posting certain information on such non-secure part of the Website unless You requested the Administrator in writing not to display certain data (in accordance with the Registry Procedures paragraph P18); passing certain personal information to the Central Administrator for the Scheme for inclusion in the Registry and EUTL; and 9.3.4 for the purpose of contacting You in connection with Your Account or the Scheme;
9.3.5 to enable the Administrator to carry out statistical analysis or research and development in relation to the Scheme; 9.3.6 to prevent or investigate fraud, money laundering or other unlawful activity; 9.3.7 to enable the Administrator to comply with any other duties or obligations placed on it under the Scheme including supplying Account Data to the Central Administrator in connection with the establishment and operation of the Union Registry and Accounts to be held in it; 9.3.8 by providing it in accordance with regulation 29 of the UK Aviation Regulations; 9.3.9 in order to comply with the Law, including the Environmental Information Regulations or the Freedom of Information Act; 9.3.10 by disclosing it to Data Sharing Entities in accordance with the Registries Regulation or Law. 9.4 The Administrator will only use the personal information supplied by You or Your Authorised Representatives in the manner described above. In particular, the Administrator will not sell, rent or trade the personal information supplied by You to others. 9.5 The Administrator is not responsible for data held by the Central Administrator or EACS. 10. Intellectual Property Rights 10.1 You agree that all Intellectual Property Rights in the Registry, the Content and in the layout of the Website are owned by the Central Administrator or the Administrator (or their licensors). 10.2 In relation only to the parts of the Registry to which You have access rights You may view, download or print the Content for Your own private use or for use internally within Your business or for the purpose set out in clause 10.3. 10.3 Subject to clause 10.2, You may give copies of the Content to others provided that: You make no charge; You in no way modify or edit the Content; and You attach a copy of this clause 10 and instruct the recipient to comply with it. 10.4 Whenever possible and appropriate any authorised copying shall acknowledge the Administrator s ownership of the Content. One way of doing this is by adding the words Copyright Environment Agency to the information or copy. 10.5 You agree that You will not use the Content in any way other than as set out above (including without limitation use for commercial gain, for example by way of rental, licence, sale or providing services for consideration). 10.6 Your access to or Use of the Registry and any Content shall not be construed as granting to You any licence or assignment of any Intellectual Property Rights other than the rights expressly granted in this clause 10. 10.7 You will inform the Administrator promptly if You become aware of any infringement or potential infringement of any of the Intellectual Property Rights referred to in this clause 10.
11. Use of the Registry 11.1 Subject to Your acceptance and compliance with these Terms and Conditions, the Administrator grants You the right to access and view the non-secure areas of the Registry and the other areas of the Registry to which the Administrator has granted You access rights in accordance with clause 3. You agree You will not: 11.1.1 alter or remove any copyright, trade mark or other proprietary mark, logo or notice of the Administrator or of any other company, organisation or public authority appearing anywhere on the Registry; 11.1.2 modify or edit the Content or publish or sell the Content including making the Content available on any other website; 11.1.3 to the maximum extent permitted by Law, reverse engineer, translate, adapt or modify any software used in connection with any part of the Registry; 11.1.4 attempt to damage or corrupt (including the introduction of any Malicious Software) any software or data used in connection with any part of the Registry, nor, attempt to gain unauthorised access to the Registry, the server on which the Registry is stored or any server, computer or database connected to the Registry; or 11.1.5 create any links from any other website to the Registry without the express prior written permission of the Administrator. 11.2 The Registry is subject to change without notice at any time. The Administrator has no control over any changes made by the Central Administrator. The Administrator reserves the right at its sole discretion to make any alteration, correction or improvement to or to withdraw or correct any error or omission in any portion of the Content and/or that part of the Registry which it administers without notice. 11.3 The Administrator may link the Registry to other websites, which are not under the control of, or maintained by, the Administrator. The Administrator is providing these links to You only as a matter of convenience and, to the maximum extent permitted by Law, the Administrator shall not be responsible for the content, availability or reliability of such websites. The Administrator does not endorse or recommend any products, materials or services displayed or offered on any websites which may be linked to the. Registry. 12. Dispute resolution 12.1 All Disputes must be resolved in accordance with this clause 12. The means of resolution of disputes between You and any Account Holder, Verifier, or other person in connection with the Scheme is a matter for the parties to any such dispute to determine (but does not bind the Administrator). 12.2 In the event that a Dispute arises, the Parties must first attempt to resolve the Dispute by amicable discussion. If the Dispute is not resolved by that means, either Party may give notice to the other requiring the Dispute to be referred for resolution to a senior executive of each Party, each having authority to resolve the Dispute. The senior executives shall use reasonable endeavours to meet and attempt in good faith to resolve the Dispute. 12.3 If the senior executives do not meet within 20 Working Days of a notice from either Party under clause 12.2, or, the meeting having been held, the Parties are unable to resolve the dispute within a further 20 Working Days, either Party may refer the Dispute to mediation. Subject to clause 12.7, no Party may bring Court proceedings in relation
to any Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other Party has failed to participate in the mediation. If the Parties are unable to agree on the appointment of the mediator, either may apply to CEDR for it to appoint a mediator. 12.4 Each Party must ensure that it is represented in the mediation by an individual with authority to settle the Dispute and to sign any settlement agreement that may be agreed. The mediator shall, in consultation with the Parties, determine the timetable and procedure for mediation. Unless otherwise agreed, and subject to this clause 12, the mediation rules of CEDR in force at the commencement of the mediation will apply. 12.5 The mediation will take place in England and the language of the mediation will be English. Any mediation agreement entered into shall be governed by, and construed and take effect in accordance with English law. 12.6 The mediation will be conducted on a without prejudice basis and in strict confidence. The mediator shall incur no legal liability to either Party in respect of the mediator s role in the mediation, except in the case of proven fraudulent conduct on the part of the mediator. If, within 30 Working Days of the reference to mediation, the mediation has not resulted in the settlement of the Dispute being reached, then the mediation procedure shall, unless otherwise agreed, be terminated and the Parties shall be free to take whatever other steps they consider appropriate to have the Dispute finally determined by the courts. 12.7 Nothing in these Terms and Conditions prevents or restricts a Party from enforcing any obligation (including suing for a debt) owed to it under or pursuant to these Terms and Conditions or from applying to a court for interlocutory and/or injunctive relief. 12.8 For the avoidance of doubt, the existence of a Dispute does not relieve either Party from any obligations under the UK Regulations, Aviation Regulations or Registries Regulation, nor does it exclude or restrict or otherwise prejudice or affect any of the rights, powers, privileges, duties or remedies of the Secretary of State, of the Environment Agency in any capacity other than Administrator or of any other Regulator. 13. Notices 13.1 The Registry provides the primary means of communication between You and the Administrator relating to Use of the Registry, either using the automated processes in the Registry or email. 13.2 Except where the Registry provides the means of communication with the Administrator (either using the automated processes in the Registry or by email to the Help Desk, as described in the UK Registry Procedures), You must deliver notices to the Administrator at the following contact address: Environment Agency Registry Team Richard Fairclough House Knutsford Road Warrington WA4 1HG United Kingdom 13.3 You agree that, except where the Registry provides the means of communication with You (either using the automated processes or by email, as described in the UK Registry Procedures), the Administrator may deliver notices to You at Your contact address as provided by You from time to time and held in the Registry.