Terms

When we say “we”, “us”, “our”, “Midcounties” or “Society”, we mean The Midcounties Co-operative Limited. When we say “you” and “your”, we mean the person whose name is on the front of the membership card.

When you use your membership card or scan your app you accept these terms and conditions.

As we’re a co-operative, you need to read these terms and conditions alongside our Rules. When we refer to our “Rules” we mean the Society’s Rules (which may change from time to time).  

Where there’s a conflict or discrepancy between these terms and conditions and our Rules, our Rules come first. You can find our Rules here. If you'd like a paper copy please phone 0800 435 902 (8.30am-5.00pm, Monday-Friday)

These terms and conditions together with the Rules set out the rights you have as a member of the Society and the additional benefits you're entitled to under these terms and conditions.

Any person can become a member of the Society if they share our values, live in the UK and are aged 16 years or over. To become a member you are required to hold at least one £1 share in the Society. Rather than you pay us £1 upfront, when your membership is accepted, we add £1 to your share account balance and we later redeem that £1 from any share of the profits payments due to you. By accepting membership, you agree for that payment to be taken from your share of the profits.  You must keep at least one £1 share in the Society to retain your membership.

You can apply to become a member in the following ways:

• online by visiting: https://www.midcounties.coop/membership/signup/
• by phone 0800 435 902

We reserve the right to refuse any application for membership.

By agreeing to become a member of the Society you agree to be bound by our Rules, a copy of which can be found here or can be requested from the membership team by phoning 0800 435 902.

When you apply to become a member, we’ll ask you for some personal details – including your full name, date of birth, home address, email address and how you’d like us to stay in touch. We’ll also ask your gender, which is optional to complete.

We'll use your email address to contact you for service matters regarding your membership and for marketing if you’ve given us permission.

We take great care to protect your personal information. The information that you provide will be used to process your application to become a member of the Society and, if your application is successful, to send information relevant to your membership such as notice of meetings, voting papers for annual elections and share of profits payments, and for general membership administration. We'll keep your personal data secure and only use it in accordance with our Privacy Policy.

Once you've registered as a member, we’ll send you a membership card. You can only have one membership account at a time. Your card proves that you’re a member – so we may ask to see it in certain circumstances, for example, if you attend one of our general meetings.

Your membership card:

• isn't a credit card, cheque guarantee card, debit card or savings account card
• must be signed by you (the person whose name is on the front of the card)
• can only be used by you, for you
• can't be used by a club, charity, trust, sole trader, partnership, company or any other kind of organisation or business

As a member you can also download our “Your Co-op Membership” app onto your phone. The app gives you access to your virtual membership card. It can be used in the same way as your physical card to prove you are a member. You can also view your membership points balance and transaction history on the app. The app works on iPhone or android devices and can be downloaded from the App Store or Google Play.

You can't give or transfer your rights or duties as a member to anyone else.

You are responsible for keeping your membership card safe. If you lose it or someone steals it and uses it, we’re not responsible for any losses or damages that happen as a result.

You can request a partner card for someone else living at the same address as you from the membership team. When your partner card is used it will accrue points on your membership account. As the member, you will receive the points on your account. A partner card holder is not a member of the Society and they will not be able to do things exclusive to members, such as attend our general meetings or vote in our elections.

You can change some of your personal details on our app. Alternatively, you can change your name or address, check your points balance and change your preferences by contacting our membership team in the following ways:

• online at https://www.midcounties.coop/membership/
• by phone: 0800 435 902

• by email: member.communications@midcounties.coop
• by post: The Midcounties Co-operative, Co-operative House, Warwick Technology Park, Warwick, CV34 6DA

If you’ve changed your details, you need to tell us.  When you contact us, please provide your membership card number or your name and postcode so we can find your account. We’ll need to check your identity by asking you for some personal information and we may ask you for proof of your new name or address.

Each year the Board will assess if there are profits available for distribution to members.  Where there are, the Board may decide to ask members formally at a members’ meeting to agree to pay a share of profits (dividend) to members in line with our Rules.  If a payment is agreed, the overall amount is calculated based on the points you and all other members have earned. The number of points you earn determines how big your Share of the Profits payment will be.

Earning points

To earn points, you must present your membership card or app when making a transaction at one of our branches. When making purchases online or over the telephone you will need to quote your card number to earn points.

The number of points earned in each transaction depends on which of our businesses you are spending with. Some purchases are excluded from earning points. Full details of how many points are earned per transaction and the exclusions in each of our businesses can be found at Appendix 1.

There may be times when you can also earn points for taking part in certain member activities and events run by us. This is at the discretion of the Society and we will communicate these opportunities at the time of the activity.

Notwithstanding any other provision in these terms and conditions (including the Appendices), if at any point during the financial year, it’s not possible (or it becomes impractical) to calculate your points, then we can make such adjustments to the basis for determining points as we think appropriate.

Receiving your Share of the Profits

If our Board determines that there are enough profits to distribute a dividend to our members and you have earned enough points during the qualifying period, we will, on member approval, issue a Share of the Profits payment.  The first 1,000 points you earn in each financial year will be donated to our Share of the Profits Community Fund which will provide support for local communities.  All points earned after the first 1,000 will be paid to you as a  personal Share of the Profits dividend. 

Your personal Share of the Profits dividend will be paid to you in e-vouchers in whole pound amounts. Any pence amounts will be transferred directly into your share account.  If your personal Share of the Profits dividend works out to be less than £2, we’ll transfer the amount directly into your share account.  Your e-voucher can be opened on the Your Co-op Membership App. The voucher can be used in Midcounties’ Food stores, Travel branches, and Co-op Childcare and Little Pioneers nurseries. The voucher cannot be used against purchases in other co-operatives that are not part of Midcounties.

You will only receive a personal Share of the Profits dividend if you are a registered member at the time profits are distributed.

If you don’t spend your e-voucher(s), the value of your unspent e-vouchers will be transferred directly into your share account. This means you won’t lose your Share of the Profits.

You can choose to pay your personal Share of the Profits to the charities on our published list. If you decide to do this, we will pay your personal Share of the Profits directly to the named charity(s) you have chosen.

If you are a customer of Your Co-op Mobile, Your Co-op Broadband or Co-op Energy and are not already using the Your Co-op Membership app, your personal Share of the Profits will be paid as a credit to your energy or broadband account. 

If you would like to change how your personal Share of the Profits dividend is paid, you can contact the membership team. Their contact details are here. We may also write to you with alternative options on how to receive your Share of the Profits dividend.

Spending your Share of the Profits vouchers

To use your voucher, you should open it on the Your Co-op Membership app.  Present it when you pay at any Midcounties site.

We will give you change when you use your vouchers in a branch. If you are shopping over the phone the remainder will be transferred to your share account.  Vouchers cannot be exchanged for their cash equivalent value at our branches.

If you don’t have your membership card or app with you when you buy from us, you can still get your points if you register your purchases with us within a certain number of days. You will need your receipt as valid proof of purchase to do so. Here is how you can register your points in our different businesses:

• Co-operative Food – you need to request a “forgotten card receipt” at the checkout, before you pay (you won’t be able to claim your points or rewards without it). Then register your purchases within 14 days at the same branch or by calling the membership team on 0800 435 902.
• Co-operative Travel – you can register your purchase after you have made the final balance payment. This must be done in the same financial year the final payment was made. You can do this in the same branch or by calling the membership team on 0800 435 902.

• Co-operative Childcare - you can add the points by registering your spend within the same financial year. This can be done by calling the membership team on 0800 435 902.

• Other Midcounties businesses – call the membership team on 0800 435 902 to see if points can be registered.

You can use your membership card to earn points at some other co-operative societies even though they aren’t part of Midcounties. They are:

• Central England Co-operative Limited
• Chelmsford Star Co-operative Society Limited

These societies are collectively referred to as our “Affinity Partners” in these terms and conditions. The list of Affinity Partners may change from time to time.

When you earn points with an Affinity Partner, they will let us know the Share of the Profits you have earned with them (if any) once it is approved by their members. We will then pay that Share of the Profits to you at the same time as we distribute our  Share of the Profits.  Where an Affinity Partner decides not to make a Share of the Profits payment, you will not receive a payment from us for points earned with them.

Where you receive a voucher for your Share of the Profits from Midcounties, it cannot be used against purchases with our Affinity Partners or other co-operatives that are not part of Midcounties.

Refunds or returns

If you buy goods or services from us and then return them for a refund (or cancel or change them in some way) we may cancel some or all of the points you earnt from the transaction (if any).

Lost or stolen cards or vouchers

If your membership card is lost or stolen you should let us know so we can arrange for a replacement card to be sent. You can do this by calling 0800 435 902 or writing to us at:

The Co-operative Membership, The Midcounties Co-operative, Co-operative House, Warwick Technology Park, Warwick, CV34 6DA

Alternatively you can let us know by at member.communications@midcounties.coop.

Production of a replacement card may take up to 14 days. We are unable to replace lost or stolen vouchers.

Cancelling your membership

You can cancel your membership at any time by telling us. We can also remove or expel you from membership as set out in our Rules. For details on how we update our register of members see “Updating our Register of Members”.

Changes to terms and conditions

We reserve the right to change these terms and conditions by giving you reasonable notice – for legal, regulatory, business or policy reasons. If you continue to use your membership card after any change, this will be an acceptance of these new terms and conditions.

Your rights

The constitutional rights you have as a member are governed by our Rules, which can be amended in accordance with our governance arrangements.

Third party rights

Only you and we have the right to enforce any of these terms and conditions under the Contract (Rights of Third Parties) Act 1999.

Law and where disputes would be settled

These terms and conditions (and any non-contractual obligations arising out of or in connection with them) are governed by English law.

English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms and conditions (including disputes around any non-contractual obligations arising out of or in connection with these terms and conditions).

We maintain a Register of Members (“the Register”), which includes the name, address and number of shares held by each member. It is important that we keep it up to date, so we review the Register twice a year to ensure it is accurate. Those reviews usually take place in January and July each year.

In accordance with our Rules, when we carry out a review of the Register we will remove entries in the following circumstances:

1. a) where we have evidence that a member no longer lives at the address shown in the Register; or
2. b) where no name or no address is shown against an entry in the Register; or
3. c) where a member has not engaged with the Society for a period of three years at the time of review.

Where this happens, the name of the member and/or the entry will be removed from the Register. In addition, we will cancel the relevant shares and forfeit the amount standing to the credit of the member or entry in the share ledgers of the Society, together with any interest or share of the profits credited in respect of the shares.

If you are removed from the Register, your membership and associated rights will cease. Your card will be cancelled so you won’t collect points when you make purchases.

If you are removed from the Register in this way, you can apply to be reinstated by contacting the Society Secretary and providing satisfactory evidence of your membership. You can do that in the following ways:

• by email: edward.parker@midcounties.coop
• by post: The Secretary, The Midcounties Co-operative Limited, Co-operative House, Warwick Technology Park, Warwick, CV34 6DA

Where a member is reinstated to the Register, we create a new share account in their name and credit it with the value of the shares at the time they were removed, along with any share interest that would have been earned from the date of removal from the Register.

When you become a member you will hold one £1 share in the Society.  This will be held in a share account registered in your name.  As a member your details are recorded on the Register of Members, in accordance with our Rules. 

As a member you can invest in the Society up to a maximum of £100,000.  You can invest in one of two ways – by increasing the number of shares you hold in your share account, or by investing in Development Share Bonds.

Share accounts – increasing the number of shares you hold and making withdrawals

All members must hold one £1 share in the Society. You can increase the number of shares you hold in your share account by investing funds. You can do that in the following ways:

• By cheque (Posted with share account passbook to Share Ledger team at our head office).
  By completing this form and sending it to the membership team.
• By electronic bank transfer. A guidance document can be downloaded here.
• By standing order. A standing order form can be downloaded here.

When you increase your share account beyond the minimum one £1 share, we will issue you with a share account passbook. For security reasons, we will always require your share account passbook to be forwarded to us with all transaction requests so it can be updated and returned to you. Passbooks are always returned to the address we hold for you on our system.

If you receive a share of the profits in the form of an e-voucher and do not spend it, your share account will also increase. We won’t issue you with a share account passbook where this happens but you can request one.

You can withdraw from your share account in the following ways:

• By completing the cheque withdrawal form.
• Electronic bank transfer BACS. You will receive the funds in your bank account 3-5 working days after the processing date. A BACS form can be downloaded here.
• Electronic bank transfer CHAPS. You will receive the funds in your bank account on the same working day. There is a charge of £15 made for this service, which will be taken from your share account balance. A CHAPS form can be downloaded here.

When you withdraw funds, we will make the payment to you. We are unable to make any payments to a third party. When you make investments, we are unable to accept cash payments. Similarly, we are unable to pay cash when you withdraw funds.

Please note, in accordance with the Society's Rules, the Board has the power to restrict the level of withdrawals from the Society at any time.

Share accounts – interest and closing your account

A member’s share account earns interest on balances over £10. Interest is calculated on the daily balance of each member's share account at the close of business each day. Interest on any payments made by cheque does not accrue until the fourth working day following payment. Any interest is credited to the member's account once a year in January. Interest is paid gross with the member being liable for income tax, where applicable.

Interest rates will be determined by the Board from time to time in line with market conditions.  For current rates see here under ‘using your share account’.

Interest rates are subject to change. Such changes in interest rates will be stated in these terms and conditions and publicised by notices in the Society's branches.

Development Share Bonds

As a member you can invest in the Society to help us grow by purchasing Development Share Bonds. The minimum investment value of a Development Share Bond is £500 and the maximum is £99,999. You can invest for periods of either 1, 2 or 3 years.  When you invest in a Development Share Bond the Society will pay you interest on your investment at an agreed rate.

More details of how Development Share Bonds work and their terms and conditions can be found here.

Code of Practice

The Society follows a Code of Practice which applies to shares and Development Share Bonds in the Society. The Code of Practice can be found here. 

Code of Practice

The Society follows a Code of Practice which applies to shares and Development Share Bonds in the Society. The Code of Practice can be found Appendix 2.

In accordance with the Code of Practice, the Society is obliged to provide the following statement to members of the nature of their financial interest in the Society and any change affecting it. You should consider these points carefully before deciding to invest in the Society’s shares or Development Share Bonds.

• As a member of the Society you are the owner of one or more shares in the Society. If the Society is unable to meet its debts and other liabilities, you risk losing the amount you hold in shares in the Society. Hence the Society’s shares are known as risk capital. This may make it inappropriate for you as a place to keep your savings.
• Owning withdrawable share capital (“WSC”) is not the same as investing in the shares of a company. It is primarily for the purpose of supporting the Society in furthering its purpose and objects. There are various important differences between WSC and company shares and these are set out in Appendix 2. For example, WSC held in your share account may receive interest but will not increase in value.
• The Financial Services Compensation Scheme, which covers bank, building society and credit union accounts, does not apply to your share account with the Society, so you cannot claim compensation under the Scheme in the event of the Society not being able to meet requests for withdrawal of shares. This is because the Society does not require authorisation under the Financial Services and Markets Act 2000 to operate WSC. Societies are therefore not subject to supervision either by the Prudential Regulation Authority or by the Financial Conduct Authority in relation to WSC.
• You may withdraw money from your share account at any time unless the Society’s board of directors has removed this facility under the Society’s rules.
• The Financial Ombudsman Service does not apply to your share account or your relationship with the Society but under the Society’s rules any dispute may be the subject of arbitration by an arbitrator agreed between the parties or, in the absence of agreement, to be nominated by the Chief Executive of Co-operatives UK Limited. The arbitrator’s decision will be binding and conclusive on all parties.

If you have any questions regarding the Code of Practice please address them to the Secretary:

• by email: edward.parker@midcounties.coop
• by post: The Secretary, The Midcounties Co-operative Limited, Co-operative House, Warwick Technology Park, Warwick, CV34 6DA

Points earned when spending with us

You will earn the following points per pound spent in participating branches owned by The Midcounties Co-operative.

Membership Points

Unless indicated, there is a minimum spend of £1 per transaction before points can be earned.

The rates displayed in the link above are correct as at September 2023. The rates may change from time to time. To check if the current rates for earning points have changed, you can contact the membership team on 0800 435902.

*Exclusions from our membership points scheme

You will not earn points for purchases at the Society’s Post Offices.

In addition, there are some products and services that unfortunately we are not able to offer points on. They are as follows:

Co-operative Food Stores

Transactions excluded from our points scheme:

• Cigarettes & Tobacco
• Baby milk
• Milk Tokens
• Stamps
• National Lottery purchases
• Gift vouchers
• Phone cards / top ups
• In-store concessions
• Fuel from our forecourts
• Any services provided by a third party company

Co-operative Travel

Foreign Currency Exchange (Bureau de Change) are excluded from our points scheme.

Co-operative Childcare

Childcare Vouchers are excluded from our points scheme

Co-operative Energy

Points are not awarded to Co-op Energy customers who are members of our Affinity Partners. To qualify for earning points you must be a member of the Society and have your membership card linked to your Co-op Energy account.

Your Co-op Mobile & Your Co-op Broadband

Points are not awarded to Your Co-op Mobile & Your Co-op Broadband customers who are members of our Affinity Partners. To qualify for earning points you must be a member of the Society and have your membership card linked to your Your Co-op Mobile or Your Co-op Broadband account.

Explanation of withdrawable share capital in a consumer retail co-operative society

Withdrawable share capital (WSC) in a consumer retail co-operative society is fundamentally different from shares in a company.

The following are the key differences, which are explained below: 

• WSC is turned into cash by withdrawing the funds, not selling the shares  
• WSC does not increase in value 
• WSC does not give the member a share in the underlying value of their society 
• Co-operative shares do not form the basis for the distribution of surplus 
• Co-operative shares do not carry votes in proportion to the shares  

Withdrawal not sale 

There needs to be a mechanism for a member to realise (turn into cash) the value of their shares in a society.  In companies, this is done by selling the shares to somebody else.  Generally, in co-operative retail societies this is different, because the shares are not transferable.  Instead, shares are withdrawable, and a member can realise the value of their shares by withdrawing the money held in shares from the society, subject to any restrictions contained in the society’s rules.  

No increase in value 

Co-operative shares remain at the same (par) value.  In other words a member is entitled to their money back, but no more.  This is different from a company, where the value of shares can increase or decrease.  The reason for this difference is explained in the next point below (Underlying Value). 

Underlying value 

WSC does not give the member a share in the underlying value of their society, which is why WSC remains at the same value.  By contrast, shares in a company do give shareholders a share in the underlying value of the company, which means that if the company was wound up whilst solvent, shareholders would receive a proportionate share of that underlying value (which might be more or less than what was paid for the shares). The Model Rules of UK consumer retail co-operative societies provide that on a solvent winding up, members are entitled to repayment of their WSC, but any remaining surplus after that is transferred to another co-operative society or Co-operatives UK.   

Distribution of surplus 

The primary mechanism for a co-operative to distribute surplus or profits is via a dividend to members in proportion to their trade with the society.  Although a society can pay interest on share capital as compensation to the members for the use of their funds, such interest is not a mechanism to share profits.  By contrast, in a company the payment of a dividend to shareholders is the primary mechanism for a company to distribute surplus or profits. 

Democratic control 

Co-operative societies operate on the basis of one member, one vote, not like companies where there is one vote per share.  This means that greater power and influence cannot be achieved in a co-operative by owning more shares.