Rules for membership of the EcoDesign best practice club

Version 2.0, January 2008

1 Interpretation

1.1 These Rules set out the terms for participation in ENVIRON’s EcoDesign Best Practice Club. ENVIRON reserves the right to vary these Rules at any time with immediate effect.

1.2 In these Rules, unless the context requires otherwise:

"EcoDesign Best Practice Club" means the Club established by ENVIRON for the purposes of assisting medical device manufacturers to the follow the structured process for EcoDesign and Product Stewardship of Medical Electrical Equipment in the International Standard IEC 60601-1-9, using a best practice approach;

"ENVIRON" means Environ UK Limited, a company registered in England and Wales with number 02331163 whose registered office is at 6 More London Place, London SE1 2DA;

"Member" means a Member of the EcoDesign Best Practice Club;

"IEC 60601-1-9" means the International Standard IEC 60601-1-9 Medical Electrical Equipment Part 1-9: General requirements for basic safety and essential performance – Collateral Standard: Requirements for environmentally conscious design, published 10 July 2007, and any reference to a "IEC 60601-1-9" shall be construed accordingly;

“Website” means the bespoke Environmental Design and Compliance System available at www.Medical-EcoDesign.com that ENVIRON has developed and will maintain to assist members to implement the International Standard IEC 60601-1-9.

2 Admission of Members

2.1 Applicants for Membership must complete an application form which requires the company to confirm that they have read and agree to abide by all of the Member Rules of the Club. A copy of these Member Rules is posted on www.Medical-EcoDesign.com.

2.2 Membership of the Club is open to all manufacturers of medical devices and suppliers of products which are used in the manufacture of medical devices. Membership of Club is not open to consultants or any organisations providing advisory or consulting services to manufacturers.

2.3Admission of new Members to the Club shall be at the discretion of ENVIRON.

2.4A company will be entitled to the benefits of Membership and shall be bound by these Rules on receipt of notification by ENVIRON that the Member’s application has been accepted. ENVIRON will then issue an invoice for the relevant Membership fees as published by ENVIRON from time to time.

3 Terms and conditions for accessing the website and using materials

3.1 Any trademarks trademarks or logos (the "Trademarks") displayed on the Website may not be used without the written permission of ENVIRION or such third party that may own the Trademarks. ENVIRON will enforce its intellectual property rights.

3.2 Images and information displayed on the Website are either the property of, or used with permission by ENVIRON. Except as otherwise provided in Sections 4.2.1 and 4.2.2, use of these images by anyone is prohibited. Website material may not be resold or broadcast in any form. Any unauthorized use of the images may violate copyright laws, trademark laws, and communications laws. No copyright is claimed to original government documents.

3.2.1 The Member may view and electronically transfer and/or print out information on the Website for the Member’s company-internal needs.

3.2.2Electronically transmitted materials on the Website may be stored on fixed or removable media or in the random access memory of computer systems that are under the direct control of the Member and are not shared with, or jointly used by, any person or entity that is not a Member of the Club

3.3 ENVIRON has not reviewed all sites linked to this Website or all documents posted and is not responsible for the content of sites linked to the Website.

3.4The materials contained on the Website database www.Medical-EcoDesign.com and provided through the Club are provided on an “as is”, “as available” basis, and ENVIRON expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose. By electing to become a Member, the Member also acknowledges that ENVIRON is not providing any representation, warranty, promise, or guarantee that the Website database or the Best Practice Club are tracking or providing notice of all or any environmental or product related developments that may affect the Member’s products in any markets across the world, and the Member acknowledges that ENVIRON does not have a duty or responsibility to update or provide additional information to reflect change or amendments to information supplied by the Website database or the Club. ENVIRON makes no implied or express warranties that the Website database or the Club will be uninterrupted or error-free. The materials contained on the Website database www.Medical-EcoDesign.com and provided through the Club are provided for information and research purposes only and do not constitute legal counsel, and should not be used as such. Any reliance on any of the materials should only undertaken, if at all, pursuant to advice of qualified legal counsel who is aware of the Member’s particular circumstances.

3.5The copyright in the written materials produced by ENVIRON as a result of managing and delivering the Club shall remain the property of ENVIRON but with a royalty-free perpetual licence to the Member deemed to be granted on payment in full to ENVIRON by the Member of the outstanding amounts.

 

4 Confidential information

4.1 During the course of discussions between a Member and ENVIRON, ENVIRON might acquire information of a confidential nature relating to the Member’s business arrangements (such information, when clearly designated as confidential, being hereinafter referred to as the "Information".) ENVIRON agrees not to disclose this Information to any third party, save for Information which is disclosed to a third party otherwise than as a consequence of the breach by ENVIRON of its obligations under these Rules.

5 Inventions and other works

5.1 For the purposes of this Clause, "Intellectual Property Rights" means any and all existing and future intellectual or industrial property rights (whether registered or unregistered) including, without prejudice to the generality of the foregoing, all existing and future patents, copyrights, design rights, database rights, trade marks, semi-conductor topography rights, plant varieties rights, internet rights/domain names, know-how, confidential information and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing.

5.2During its Membership of the Club, a Member may either alone or in conjunction with others, generate or assist in the generation of documents, materials, designs, drawings, processes, formulae, computer coding, methodologies, confidential information and other works which relate to the business of the Member ("Works"). ENVIRON agrees that it does not have any interests in or ownership of any such Works and any Intellectual Property Rights in relation thereto.

6 Termination of Membership

6.1 Membership of the Club may be terminated on either side by one month’s notice in writing except that ENVIRON reserves the right to terminate a Member's Membership of B2BWEEE-Scheme at any time on 10 days’ written notice if that Member fails to meet payments as they fall due, or to terminate without notice if that Member is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes bankrupt, or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of any or all of the business of the client.

6.2Any Member shall, upon ceasing to be a Member of Club, forfeit all rights to and claim to a refund of its registration and/or annual Membership fees.

6.3ENVIRON shall have no liability for any loss, damage or costs that the Member may suffer howsoever arising (whether direct, indirect or consequential, loss of profit, loss of opportunity, loss of goodwill consequential loss, or otherwise) by virtue of the lawful suspension or termination of the Services.

7 Financial Matters

7.1 Each Member shall pay the applicable Membership fees at the rates published by ENVIRON from time to time.

7.2 All Membership fees and other sums payable by Members to ENVIRON shall be paid within 30 days of receipt of the relevant invoice by the Member.

7.3 All sums quoted or charged are exclusive of VAT. The Member shall be responsible for paying VAT.

8 Non Solicitation

8.1 For the duration of a company’s Membership, and for a period of twelve months after termination, neither ENVIRON nor any Member shall offer employment to any employee of the other party who has been concerned with the Club, without prior agreement of the directors of that party.

9 Performance of Services

9.1 ENVIRON will exercise such reasonable skill, care and diligence in managing and delivering the Club as is to be expected of an appropriately qualified and competent environmental consultant experience in carrying out services of the relevant nature.

9.2 The Member acknowledges that it is not contracting hereunder as a consumer.

10Insurance and limit of liability

10.1 ENVIRON shall use its reasonable endeavours to effect and maintain £1 million insurance cover for any one occurrence for Public Liability (save with respect to Product Liability and Pollution Liability, where the insurance cover shall be £1 million in aggregate) and £1 million insurance cover in the annual aggregate for Professional Indemnity Liability during the course of the Services and for 3 years after Completion of the Services providing always that such insurance is generally available to members of ENVIRON's profession in the market on commercially reasonable terms and rates. Confirmation of insurance cover is available on request. If such insurance ceases to be available on commercially reasonable terms and rates then ENVIRON shall promptly notify the Members.

10.2ENVIRON’s liability whether in contract, in tort, in negligence, breach of statutory duty or otherwise shall be limited to claims notified in writing in the period of 3 years following Completion of the Services. This limitation shall not apply to claims resulting from personal injury or death.

10.3ENVIRON shall have no liability for any Indirect Losses (howsoever arising), even if ENVIRON were notified of the possibility of any such Indirect Losses. Nothing in these Terms shall exclude liability for fraud, death or personal injury.

10.4The maximum extent of the liability of ENVIRON in contract, tort or otherwise shall be £250,000.

11Entire Agreement, non-reliance and non-waiver

11.1ENVIRON and the Member agree that these Member Rules constitute the entire agreement and understanding as to the basis on which the Club is being delivered and supersede any previous discussions, correspondence or other agreements between the parties relating to the same.

11.2The failure of a Party to insist in any one or more instances upon the performance of any provisions of these Rules shall not be construed as a waiver or relinquishment of that Party’s right to future performance of such provision and the Party’s obligation in respect of such a future performance shall continue in full force and effect.

11.3The various provisions of these Rules are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not effect the remaining provisions of these Rules.

11.4No other person who is not a party to these Rules has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of these Rules.

11.5No party hereto shall be liable or deemed to be liable to the other party for failure or delay in meeting any obligation hereunder due to strikes or lockouts (whether of their own employees or those of others), acts of God, warfare, flood, explosion, fire, environmental incident, litigation, acts of Government or regulatory authority or any other cause beyond the control of the party which had a duty to perform.

11.6These Rules shall be governed by and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

For further information, please contact Dr Aidan Turnbull
Head of WEEE, RoHS & EcoDesign on +44 (0)1225 748420