Pactura Terms and Conditions

1. About these terms

These terms and conditions apply to services supplied by Pactura Ltd, a company registered in England and Wales under company number 16745014, with its registered office at 22 Stretton Close, Doncaster, England, DN4 6UE.

They apply together with any proposal, statement of work, order form, engagement letter, email instruction, or other written document that confirms the services Pactura has agreed to provide.

If there is a conflict between these terms and a signed or expressly agreed statement of work, the statement of work will take priority for that specific engagement.

2. Definitions

3. Pactura's services

Pactura provides independent producer compliance consultancy services. Our work may include:

• regulatory scope and obligation reviews for packaging, WEEE and battery compliance;
• producer role, product categorisation and classification support;
• data collection, data methodology, validation and submission support;
• outsourced producer compliance department services, including Annual Compliance Support Plans;
• compliance health checks;
• audit preparation, audit support and regulator response support;
• independent scheme brokerage and scheme-fee review;
• commercial advice on compliance cost, risk and workload;
• other services agreed in a statement of work.

Pactura is not a producer compliance scheme. We act for the client and not for any compliance scheme, regulator, recycler, or other third party unless expressly agreed in writing.

4. Support plans and project services

Pactura offers services in two ways: Annual Compliance Support Plans for ongoing managed compliance support, and Project Services for one-off work such as compliance health checks, scheme brokerage, audit support, data projects, urgent submissions and discrete reviews.

An Annual Compliance Support Plan is an annual managed-service arrangement. It is not membership of a producer compliance scheme, and Pactura is not a compliance scheme.

The plan, tier, term, scope, included regimes and entities, reporting periods, support level, fees, payment schedule, renewal position, assumptions and any fair-use limits will be set out in the relevant statement of work or plan summary.

A Support Plan covers only the client entities, regulations, reporting periods and support areas stated in the statement of work or plan summary. Anything else is out of scope and may be charged separately as Project Services.

Support under a Support Plan is subject to fair use, reasonable notice, reasonable client cooperation, and timely provision of complete and accurate information. Fair use means the level of support reasonably expected for the agreed scope. Where use materially exceeds this, Pactura may treat the additional work as Project Services and charge accordingly after telling the client.

Out-of-scope work may include historic corrections, complex data remediation, urgent submission work, audit support, regulator investigations, scheme brokerage, new entities, new regimes, new reporting periods, materially increased complexity, or other work outside the agreed plan.

Support Plan fees may be paid annually, monthly or quarterly as stated in the statement of work. Where the client pays monthly or quarterly, this is a payment method only and the full annual fee is committed for the plan term.

A Support Plan runs for the term stated in the statement of work and renews only as stated there. Where a Support Plan renews automatically, Pactura will give the client notice of the renewal before the new term begins, and the client may choose not to renew.

Pactura may change the fee for a Support Plan at renewal. Pactura will give the client written notice of the renewal fee before the new term begins. If the client does not accept the renewal fee or renewal terms, the plan ends at the end of the current term.

During a plan term, Pactura may increase or adjust plan fees, acting reasonably and on written notice, only where the change results from:

• a change in law, regulator requirements or guidance affecting the services;
• a change to the agreed scope, regimes, entities, reporting periods or support level;
• increased complexity, data volume, urgency, value at stake, or delay caused by the client.

For the duration of a Support Plan term, this section applies instead of the general 30 days' notice termination in section 20. Either party's rights to terminate for non-payment, breach, or the other events in section 20 still apply.

Project Services are charged on a project-fee basis as set out in the statement of work, including the approach in section 11, unless agreed otherwise.

5. How an engagement is formed

An engagement is formed when Pactura and the client agree the services in writing. This may happen through a signed proposal, signed statement of work, written acceptance by email, or another written confirmation accepted by Pactura.

Each engagement will be limited to the agreed scope. Work outside the agreed scope will require separate written agreement and may be charged separately.

6. Client responsibilities

The client must:

• provide accurate, complete and timely information;
• check whether client data, documents and assumptions are complete before Pactura relies on them;
• give Pactura access to relevant personnel, systems, compliance scheme information, historic submissions and supporting documents where needed;
• tell Pactura promptly about deadlines, regulator correspondence, scheme correspondence, audits, notices, or relevant changes in circumstances;
• review draft deliverables within a reasonable time;
• make final commercial and compliance decisions unless Pactura has expressly accepted a specific task in writing;
• ensure any person instructing Pactura has authority to do so.

Pactura may rely on information provided by the client or by third parties on the client's behalf. Pactura is not responsible for loss caused by inaccurate, incomplete, late, misleading, or withheld information.

7. Compliance responsibility

Pactura supports clients with producer compliance work, but the client remains responsible for its own legal and regulatory compliance.

The client remains responsible for final compliance decisions, the accuracy of data, the completeness of submissions, the payment of regulator or scheme charges, and the fulfilment of legal obligations.

If Pactura prepares or submits information to a regulator or compliance scheme, Pactura will only do so after written client authorisation. The client is responsible for checking and approving the information before submission unless a statement of work expressly says otherwise.

8. No legal advice

Pactura is not a law firm and does not provide legal advice. Our services may involve explaining regulatory obligations, commercial implications, producer responsibility rules, and compliance processes. This is consultancy support, not a formal legal opinion.

The client should take independent legal advice where legal interpretation, dispute strategy, enforcement action, contractual rights, statutory duties, or formal legal opinion is required.

9. Deliverables and use of work

Pactura will use reasonable skill and care when preparing deliverables. Deliverables are prepared for the client, for the purpose stated in the relevant statement of work, and on the basis of information available at the time.

Unless agreed otherwise, the client may use final deliverables internally for its own business and compliance purposes. The client must not publish, sell, license, or provide Pactura's deliverables to third parties except where this is necessary for the agreed purpose, such as submitting information to a regulator or compliance scheme.

Draft deliverables are for discussion only and should not be relied upon until finalised.

10. Regulatory change

Producer responsibility regulations and regulator guidance may change. Pactura's work is based on the law, guidance, market information, and available facts at the time the work is carried out.

Unless the statement of work includes ongoing monitoring or an Annual Compliance Support Plan, Pactura is not responsible for updating advice or deliverables after completion because of later changes in law, guidance, regulator practice, scheme pricing, PRN/PERN markets, or client circumstances.

11. Fees and payment

Fees are set out in the relevant statement of work. Fees may be fixed fees, project fees, Support Plan fees, savings-based fees, or another agreed structure. Unless stated otherwise, fees are exclusive of VAT, which Pactura will add where applicable.

Pactura's fees reflect the scope, complexity, urgency, risk, number of regimes, number of entities, data quality, support level, client requirements, value at stake and other relevant factors. Pactura may quote different fees for different clients and engagements.

Invoices are payable within 30 days of the invoice date unless the statement of work says otherwise.

Outsourced compliance department and Support Plan services begin once Pactura has received the relevant payment, unless Pactura agrees otherwise in writing.

For Project Services, Pactura may charge 50% once the work has been agreed and 50% on completion, unless the statement of work says otherwise.

The client must also pay VAT, regulator fees, compliance scheme fees, evidence note costs, filing fees, and third-party charges where applicable, unless expressly included in Pactura's fees. Where these third-party costs change, Pactura passes them on at actual cost.

If the client's requirements, data complexity, regulatory position, number of entities, number of regimes, deadlines, support needs or value at stake change, Pactura may agree additional fees or a revised statement of work before carrying out the extra work.

Pactura may change its standard rates from time to time. Changes apply to new statements of work and to renewals, not to work already agreed, unless the statement of work allows this, the parties agree a revised scope, or the client's requirements, assumptions, urgency, regulatory position, data complexity, number of entities, number of regulations or support needs materially change.

12. Scheme brokerage and savings fees

Where Pactura provides scheme brokerage, fee comparison, tender support, or savings analysis, the statement of work will set out how any saving is calculated and how Pactura's fee is charged.

Unless agreed otherwise, savings are assessed on a year-on-year basis. The agreed basis may include comparison against the client's current scheme costs, prior-year costs, alternative scheme quotes, or another agreed benchmark.

The exact savings-fee percentage or negotiated share of saving will be set out in the statement of work. A minimum project fee of GBP 300 may apply where stated in the statement of work.

Pactura's brokerage model is fee-only. Pactura does not take commission, rebates or other scheme-side incentives from compliance schemes unless this is expressly disclosed and agreed with the client in writing. Any agreed scheme-side incentive will be handled transparently and not retained without the client's agreement.

13. Late payment and suspension

If an invoice is overdue, Pactura may pause work, withhold deliverables, suspend services, or charge interest and recovery costs allowed by law.

Where the client is acting in the course of business, Pactura may charge statutory interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Statutory interest is currently 8% above the Bank of England base rate.

Pactura is not responsible for missed deadlines or other consequences caused by the client's late payment, late instruction, or failure to provide information.

14. Intellectual property

Pactura retains ownership of its pre-existing intellectual property, templates, methods, know-how, working papers, tools, models, methodologies, and internal materials.

Subject to payment of all relevant fees, the client receives a licence to use final deliverables for the agreed purpose. This licence does not transfer ownership of Pactura's underlying methods, tools, templates, or know-how.

15. Confidentiality

Each party must keep the other party's confidential information confidential and use it only for the purposes of the engagement.

Confidential information does not include information that is already public, lawfully received from another source, independently developed, or required to be disclosed by law, regulation, regulator request, court order, or professional duty.

16. Data protection and information security

Each party must comply with applicable data protection law. Pactura may act as controller, processor, or independent controller depending on the nature of the work and the data involved.

Pactura will handle personal data and client information in line with its privacy policy and reasonable information-security practices. Pactura currently expects to store client information using Microsoft 365, OneDrive and SharePoint.

If Pactura processes personal data on the client's behalf, the data processing terms below apply unless the parties agree a separate written data processing agreement.

17. Subcontractors

Pactura does not currently use subcontractors for the services. If this changes for a specific engagement, Pactura will tell the client and obtain agreement where appropriate. This does not prevent Pactura from using ordinary business service providers such as Microsoft, Netlify, accountants, insurers, IT providers, or email/contact database providers.

18. Limitation of liability

Nothing in these terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to clause (a), Pactura's total liability arising out of or in connection with an engagement is limited to GBP 1,000,000 in aggregate for all claims arising from that engagement or from the same source or original cause.

Subject to clause (a), Pactura is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss caused by the client's failure to provide accurate or timely information.

Pactura does not guarantee regulatory approval, regulator outcome, compliance scheme acceptance, evidence note prices, future savings, audit outcome, market prices, or the client's overall compliance status unless expressly agreed in writing.

Except as expressly stated in these terms or in a statement of work, and to the fullest extent permitted by law, Pactura excludes all warranties, conditions, representations and other terms implied by statute, common law or otherwise. Pactura's services are provided using reasonable skill and care, and Pactura gives no guarantee or warranty as to any particular result or outcome unless expressly agreed in writing.

A statement of work will not include guarantees, warranties, indemnities, liquidated damages, success commitments, or outcome promises beyond Pactura's obligation to use reasonable skill and care unless Pactura has expressly agreed them after specific review. Any such commitment must be clearly stated in the statement of work and signed by Pactura.

To the fullest extent permitted by law, the client must notify Pactura of any claim arising out of or in connection with an engagement within 12 months of becoming aware, or of when it ought reasonably to have become aware, of the circumstances giving rise to the claim, and in any event within two years of completion of the relevant services. Pactura will have no liability for any claim not notified within these periods. This does not apply where the law does not allow a shorter contractual time limit.

19. Insurance

Pactura maintains professional indemnity insurance of GBP 1,000,000. Details are available on request.

Insurance cover is subject to the relevant policy terms, exclusions, excesses and claims notification requirements.

20. Termination

Either party may terminate an engagement in line with the relevant statement of work. If no specific termination right is stated, either party may terminate ongoing services by giving 30 days' written notice. For Support Plans, section 4 applies during the plan term.

Pactura may terminate or suspend services immediately if the client does not pay, provides misleading information, acts unlawfully, creates a conflict of interest that cannot be managed, or makes it impractical for Pactura to continue the engagement.

On termination, the client must pay for all work carried out, costs incurred, and non-cancellable commitments up to the termination date. Where a Support Plan is cancelled by the client before the end of its term other than for Pactura's material breach, the committed annual fee remains payable.

21. Conflicts of interest

Pactura will take reasonable steps to identify conflicts of interest. If a conflict arises, Pactura may decline work, stop work, or agree a way to manage the conflict with the client.

22. Force majeure

Neither party is responsible for delay or failure caused by events outside its reasonable control, including regulator system outages, scheme system failures, serious illness, cyber incidents, power failures, war, civil unrest, natural disasters, or changes in law or regulator practice.

23. Compliance with laws

Each party must comply with applicable laws in connection with the engagement. Pactura will not be required to do anything that would breach law, regulation, sanctions, anti-bribery rules, anti-money laundering requirements, or rules preventing the facilitation of tax evasion.

24. Dispute resolution

If a dispute arises, each party should first try to resolve it through good-faith discussion between senior representatives. If the dispute is not resolved within a reasonable time, the parties may agree to attempt mediation before starting court proceedings. Nothing prevents either party from seeking urgent protective relief where needed.

25. General

These terms and the relevant statement of work form the entire agreement for the engagement and replace prior discussions or proposals about the same services, except where either party has relied on a fraudulent misrepresentation.

Any variation to an engagement must be agreed in writing. A failure or delay in enforcing a right does not waive that right. If any part of these terms is invalid or unenforceable, the rest remains in force.

The client may not assign or transfer its rights or obligations without Pactura's written consent. A person who is not a party to the engagement has no right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

26. Data processing terms

This section applies where Pactura processes personal data on the client's behalf as processor. The client is the controller and Pactura is the processor unless the statement of work says otherwise.

The subject matter, duration, nature and purpose of the processing are the services described in the statement of work. The types of personal data and categories of data subjects are those included in the client data, project materials, correspondence and records provided to Pactura for the engagement.

Pactura will process personal data only on the client's documented instructions, including these terms and the statement of work, unless required by law to do otherwise.

Pactura will take reasonable steps to ensure that people authorised to process personal data are subject to appropriate confidentiality obligations.

Pactura will use reasonable technical and organisational measures to protect personal data, taking into account the nature of the data, the services and the risks involved.

Pactura may use ordinary business service providers needed to provide and administer the services, including Microsoft 365, OneDrive, SharePoint, Netlify, Akismet, email/contact database providers, IT support, accountants, insurers and professional advisers. Pactura will remain responsible for its own use of those providers and will take reasonable steps to use providers that offer appropriate protections.

The client gives Pactura general authorisation to use those service providers as sub-processors where they process personal data on Pactura's behalf. Pactura will take reasonable steps to ensure that sub-processors are subject to data protection obligations appropriate to the services they provide.

Taking into account the nature of the processing, Pactura will provide reasonable assistance to the client with data subject rights requests, security obligations, personal data breaches, data protection impact assessments and regulator enquiries, where the assistance relates to Pactura's processing and the client cannot reasonably deal with the matter without Pactura's help.

Pactura will tell the client without undue delay if it becomes aware of a personal data breach affecting personal data processed on the client's behalf.

At the end of the engagement, Pactura will delete or return personal data processed on the client's behalf where reasonably requested, unless Pactura needs to keep it for legal, accounting, insurance, regulatory, professional record or dispute purposes.

Pactura will make available reasonable information needed to demonstrate compliance with this section and will allow reasonable audits or inspections where required by data protection law, provided the client gives reasonable notice and the audit does not compromise confidentiality, security, legal privilege, or other clients' information.

27. Notices

Notices to Pactura should be sent to info@pactura.co.uk or to Pactura's registered office. Notices to the client may be sent to the email address or address used for the engagement.

28. Governing law

These terms and any engagement are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the parties agree otherwise in writing.

29. Contact

Questions about these terms should be sent to info@pactura.co.uk.