Terms and Conditions
1. WHEREAS:
1.1 Integra has been able to negotiate special terms with wholesalers and manufacturers of office supplies, computer consumables computer hardware, peripherals, workwear, janitorial and Health & Safety supplies (hereinafter “Products”) and Integra wishes to pass on the benefit to of these special terms to the member; and
1.2 The Member offers for resale similar products and wishes to benefit from these special terms to be made available by Integra.
2. INTERPRETATION
2.1 The following definitions and rules of interpretation apply in these Conditions.
2.2 Definitions:
Benefits shall have the meaning given in clause 3.3.2.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date has the meaning given in clause 3.1.
Conditions means these terms and conditions as amended from time to time in accordance with clause 11.5.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Member Default has the meaning set out in clause 4.3.
Data Protection Legislation means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
GDPR means General Data Protection Regulation ((EU) 2016/679).Integra means Integra Business Solutions Limited registered in England and Wales with company number 04647303, Integra House, Vaughan Court Celtic Springs, Newport, South Wales, NP10 8BD.
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights,
trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and
all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Member means the person or firm who shall receive the Benefits from Integra.
Membership Contract means the contract between Integra and the Member for the provision of Benefits in accordance with these Conditions.
Membership Fee shall have the meaning given in clause 5.1.
Personal Data shall have the meaning as defined in the Data Protection Legislation.
Products shall have the meaning given in clause 1.1.
Website means www.integra-business.co.uk
2.3 Interpretation:
2.3.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision
includes all subordinate legislation made under that statute or statutory provision.
2.3.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative
and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.3.3 A reference to writing or written includes email.
3. DURATION AND SCOPE
3.1 This agreement shall commence on the date that it has been signed by both parties at which point and on which date the Membership Contract shall come into existence (Commencement Date).
3.2 The Membership Contract shall continue until terminated in accordance with clause 9.
3.3 Integra shall:
3.3.1 make available to the Member those terms negotiated with wholesalers and manufacturers which Integra deems appropriate; and
3.3.2 from time to time produce marketing support material that will be offered to the Member at preferential rates, such rates to be determined
by Integra at the time the material is produced (collectively hereinafter the “Benefits”).
3.4 The Member agrees to the self-billing arrangements as approved by HMRC for the payment of Retrospective Rebates through Integra.
4. MEMBER’S OBLIGATIONS
4.1 The Member shall:
4.1.1 co-operate with Integra in all matters relating to the Membership Contract; and
4.1.2 provide Integra with such information as Integra may reasonably require in order to provide the Benefits, and ensure that such information is complete and accurate in all material respects.
4.2 The Member undertakes not to belong to any other buying or marketing group which is involved in items the same as or competitive with the Products.
4.3 If Integra’s performance of any of its obligations under the Membership Contract is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation (Member Default):
4.3.1 without limiting or affecting any other right or remedy available to it, Integra shall have the right to suspend Benefits until the Member
remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations in each case
to the extent the Member Default prevents or delays Integra’s performance of any of its obligations;
4.3.2 Integra shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from Integra’s failure or delay to perform any of its obligations as set out in this clause 4.3; and
4.3.3 the Member shall reimburse Integra on written demand for any costs or losses sustained or incurred by Integra arising directly or
indirectly from the Member Default.
5. FEES AND PAYMENT
5.1 In consideration for the benefits received under the Membership Contract, the Member shall pay Integra £70 per month (hereinafter
“Membership Fee”)
5.2 Integra reserves the right to increase the Membership Fee by giving no less than 30 days written notice to the Member.
5.3 The Member shall pay the Membership Fees by in full and cleared funds by direct debit, monthly in advance.
5.4 All other sums owed to Integra shall be invoiced and collected by direct debit at the end of the month following the month during which the invoice was issued, unless agreed otherwise by the parties.
5.5 Time for payment shall be of the essence of the Membership Contract.
5.6 Members shall make arrangements for all invoices from Integra to be paid by Direct Debit on the due date, as advised by Integra, when entering into this agreement.
5.7 All amounts payable by the Member under the Membership Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Membership Contract by Integra to the Member, the Member shall, on receipt of a valid VAT invoice from Integra, pay to Integra such additional amounts in respect of VAT as are chargeable on the supply of the Benefits at the same time as payment is due for the provision of Benefits.
5.8 If the Member fails to make a payment due to Integra under the Membership Contract by the due date, then, without limiting Integra’s remedies under clause 9, the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
5.9 All amounts due under the Membership Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the provision of the Benefits shall be owned by Integra.
7. DATA PROTECTION AND DATA PROCESSING
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, with respect to the Personal Data of customers of the Member, the Member is the data controller and Integra is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). In respect of the Members own Personal Data, Integra is the Data Controller.
7.3 Without prejudice to the generality of clause 7.1, the Member will ensure that it has all necessary appropriate consents and notices in place
to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Integra for the duration and purposes of the
Membership Contract.
7.4 The Member consents to Integra appointing third-party processors or sub-processors of Personal Data under the Membership Contract. Integra confirms that it has entered or (as the case may be) will enter with any third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7. As between the Member and Integra, Integra shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.
7.5 In partnership with various office products system providers, Integra extracts sales data from Member’s back-office systems in an anonymous format, for the purpose of improving Integra’s purchasing and marketing activities.
7.6 The Member agrees to allow Integra (and the system provider) to remotely access and collect sales data from the Member’s back-office systems (and agrees to facilitate such access), for use by Integra in improving its purchasing and marketing activities.
7.7 Detailed information on Integra’s collection and use of Personal Data and Integra’s compliance with the Data Protection legislation is set out in the Privacy Policy published on the Website.
8. LIMITATION OF LIABILITY
8.1 Integra has obtained insurance cover in respect of its own legal liability. The limits and exclusions in this clause reflect the insurance cover Integra has been able to arrange and the Member is responsible for making its own arrangements for the insurance of any excess loss.
8.2 Nothing in the Membership Contract limits any liability which cannot legally be limited, including but not limited to liability for:
8.2.1 death or personal injury caused by negligence;
8.2.2 fraud or fraudulent misrepresentation; and
8.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3 Subject to clause 8.2, Integra’s total liability to the Member shall not exceed a sum equal to the total of the Membership Fees paid by the Member under the Membership Contract in the 12 months period leading to the date that the claim arose.
8.4 Subject to clause 8.2, Integra shall in no circumstances be liable for:
8.4.1.1 Loss of profits
8.4.1.2 Loss of sales or business.
8.4.1.3 Loss of agreements or contracts.
8.4.1.4 Loss of anticipated savings.
8.4.1.5 Loss of use or corruption of software, data or information.
8.4.1.6 Loss of or damage to goodwill.
8.4.1.7 Indirect or consequential loss.
8.5 This clause 8 shall survive termination of the Membership Contract.
9. TERMINATION
9.1 The Member may during the period of fourteen days after this agreement has been signed, terminate this agreement without cause by giving written notice to Integra at its registered office. The Membership Fee payable under clause 5 (if already paid by the Member) will be refunded in full and the Member will have no further liability to Integra in relation to the payment of Membership Fees.
9.2 Integra may terminate the Membership Contract with immediate effect, by providing written notice if the Member:
9.2.1 becomes a member of or joins any other buying or marketing group in contravention of clause 4.2;
9.2.2 commits a material breach of the Membership Contract; or
9.2.3 has not paid an overdue amount owed to Integra in respect of Membership fees, and fails to pay within 14 days of being notified to do so.
9.3 Integra may terminate the Membership Contract with immediate effect on written notice:
9.3.1 if the Member ceases to carry on its business;
9.3.2 if a receiver, administrator or similar officer is appointed over all or any material part of the assets or undertaking of the Member;
9.3.3 if the Member makes any arrangements for the benefit of its creditors;
9.3.4 if any creditor whether secured or otherwise of the Member takes any material part of the property, assets or undertaking of the Member;
9.3.5 if the Member goes into liquidation save for the purpose of a genuine solvent amalgamation or reconstruction; or
9.3.6 if the Member is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
9.4 In the event of Force Majeure, which shall mean circumstances beyond its reasonable control materially affecting Integra’s ability to carry out its obligations under this agreement, Integra shall be entitled to terminate this Membership Contract with immediate effect by notice to the Member and thereafter Integra shall have no further liability to the Member to perform its obligations under the Membership Contract.
9.5 If the Member wishes to terminate the Membership Contract, it may do so by giving Integra notice in writing. A Member wishing to terminate during the first 12 months from the Commencement Date is required to provide 30 days’ notice. Where a period in excess of 12 months has passed since the Commencement Date, the Member shall be required to provide 90 days written notice of termination.
9.6 If Integra wishes to terminate the Membership Contract it may do so by providing the Member 30 days’ notice in writing. Such notice to take effect from the end of the month following the month during which notice is given.
10. CONSEQUENCES OF TERMINATION
10.1 In the event that the Membership Contract is terminated by the member in accordance with the provisions of clause 9, the Member shall have no further entitlement to the Benefits.
10.2 All outstanding payments owed to Integra in respect of membership Fees or otherwise must be paid by the Member immediately on termination
10.3 The termination of the Membership Contract pursuant to the provisions of this clause 9 shall be without prejudice to all breaches by either party of this Membership Contract prior to termination.
10.4 Termination of the Membership Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Membership Contract which existed at or before the date of termination or expiry.
10.5 Any provision of the Membership Contract that expressly or by implication is intended to come into or continue in force on or after termination of
the Membership Contract shall remain in full force and effect.
11. GENERAL
11.1 Force Majeure. Neither party shall be in breach of the Membership Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Membership Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
11.2.1 Integra may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all
of its rights and obligations under the Membership Contract.
11.2.2 The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Membership Contract without the prior written consent of Integra.
11.3 Confidentiality.
11.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.
11.3.1 In addition to its obligations under clause 11.3.1, the Member undertakes not to disclose directly or indirectly to any third party except
where required by law (and then only to the extent so required) any of the information disclosed by Integra to the Member (particularly
as to the special terms and Benefits negotiated by Integra with wholesalers and manufacturers) obtained by the Member pursuant to this Membership Contract.
11.3.2 Each party may disclose the other party’s confidential information: 11.3.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Membership Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this
clause 11.3; and
11.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Membership Contract.
11.4 Entire agreement.
11.4.1 The Membership Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its
subject matter.
11.4.2 Each party acknowledges that in entering into the Membership Contract it does not rely on, and shall have no remedies in respect of
any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Membership
Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Membership Contract.
11.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Membership Contract shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Membership Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Membership Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Membership Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Membership Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Membership Contract.
11.8 Notices.
11.8.1 Any notice or other communication given to a party under or in connection with the Membership Contract shall be in writing and shall
be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its
principal place of business (in any other case); or sent by email to the address specified by each party to the other from time to time.
11.8.2 Any notice or communication shall be deemed to have been received:
11.8.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
11.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after
posting or at the time recorded by the delivery service; and
11.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other
method of dispute resolution.
11.9 Third party rights.
11.9.1 Unless it expressly states otherwise, the Membership Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Membership Contract.
11.9.2 The rights of the parties to rescind or vary the Membership Contract are not subject to the consent of any other person.
11.10 Governing law.
The Membership Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Membership Contract or its subject matter or formation.